SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SECURED INCOME L.P.
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(Name of Subject Company (Issuer))
AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC. - OFFEROR
AIMCO PROPERTIES, L.P. - OFFEROR
APARTMENT INVESTMENT AND MANAGEMENT COMPANY - OFFEROR
AIMCO-GP, INC. - OFFEROR
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(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)
LIMITED PARTNERSHIP UNITS
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(Title of Class of Securities)
813901105
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(CUSIP Number of Class of Securities)
Martha L. Long
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place
Greenville, South Carolina 29601
(864) 239-1000
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(Name Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Gregory M. Chait
M. Todd Wade
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., Suite 1600
Atlanta, Georgia 30303
(404) 572-6600
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$19,148,056.50 $2,426.06
* For purposes of calculating the fee only. This amount assumes the purchase
of 821,805 units of limited partnership interest of Secured Income L.P.
for $23.30 per unit. The amount of the filing fee, calculated in
accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d) under the
Securities Exchange Act of 1934, as amended, equals $126.70 per $1,000,000
of the maximum aggregate offering price.
Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: ______________ Filing Party: ________________
Form or Registration No.: ______________ Date Filed: ________________
( ) Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
(X) third-party tender offer subject to Rule 14d-1.
( ) issuer tender offer subject to Rule 13e-4.
( ) going-private transaction subject to Rule 13e-3.
( ) amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: ( )
TENDER OFFER STATEMENT
This Tender Offer Statement on Schedule TO relates to the offer by
AIMCO/Bethesda Holdings Acquisitions, Inc. ("AIMCO/Bethesda"), a Delaware
corporation, to purchase units of limited partnership interest of Secured Income
L.P., a Delaware limited partnership, at a price of $23.30 per unit in cash,
subject to the conditions set forth in the Offer to Purchase, dated September 1,
2004 (the "Offer to Purchase"), and in the related Letter of Transmittal and
Acknowledgment and Agreement, which, as amended and supplemented from time to
time, together constitute the tender offer. Copies of the Offer to Purchase,
Letter of Transmittal and Acknowledgment and Agreement are filed with this
Schedule TO as Exhibits (a)(1), (a)(2) and (a)(3), respectively. The item
numbers and responses thereto below are provided in accordance with the
requirements of Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
The information set forth under "SUMMARY TERM SHEET" in the Offer to
Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information set forth under "THE OFFER -- Section 13. Certain
Information Concerning Your Partnership" in the Offer to Purchase is
incorporated herein by reference. The Partnership's principal executive offices
are located at 599 W. Putnam Avenue, Greenwich, Connecticut 06830, and its phone
number is (203) 869-0900.
(b)-(c) The information set forth under "THE OFFER -- Section 13. Certain
Information Concerning Your Partnership" in the Offer to Purchase is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a)-(c) This Schedule TO is being filed by AIMCO/Bethesda, AIMCO
Properties, L.P., a Delaware limited partnership ("AIMCO Properties"), AIMCO-GP,
Inc., a Delaware corporation ("AIMCO-GP"), and Apartment Investment and
Management Company, a Maryland corporation ("AIMCO"). AIMCO/Bethesda is an
indirect wholly owned subsidiary of AIMCO Properties. AIMCO-GP is the general
partner of AIMCO Properties and a wholly owned subsidiary of AIMCO. The
principal business of AIMCO, AIMCO-GP, AIMCO Properties, and AIMCO/Bethesda is
the ownership, acquisition, development, expansion and management of
multi-family apartment properties. The business address of AIMCO/Bethesda is
4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237, and its
telephone number is (303) 757-8101.
The information set forth under "THE OFFER -- Section 8. Information
Concerning Us and Certain of Our Affiliates" in the Offer to Purchase is
incorporated herein by reference.
During the past five years, none of AIMCO, AIMCO-GP, AIMCO Properties or
AIMCO/Bethesda, nor, to the best of their knowledge, any of the persons listed
in Annex I to the Offer to Purchase (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws, or finding any violation with
respect to such laws.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth under "SUMMARY TERM SHEET" and "THE OFFER"
in the Offer to Purchase and the information set forth in the related Letter of
Transmittal and Acknowledgment and Agreement is incorporated herein by
reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) and (b) The information set forth under "SUMMARY TERM SHEET --
Conflicts of Interest," "THE OFFER -- Section 9. Background and Reasons for the
Offer" and "THE OFFER -- Section 11. Conflicts of Interest and Transactions with
Affiliates" in the Offer to Purchase is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a), (c)(1)-(6) The information set forth under "SUMMARY TERM SHEET --
The Offer, "THE OFFER -- Section 9. Background and Reasons for the Offer" and
"THE OFFER -- Section 12. Future Plans of the Purchaser" in the Offer to
Purchase is incorporated herein by reference.
(c)(7) The information set forth under "THE OFFER -- Section 7. Effects of
the Offer -- Effect on Trading Market; Registration Under 12(g) of the Exchange
Act" in the Offer to Purchase is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) The information set forth under "SUMMARY TERM SHEET --
Availability of Funds," "THE OFFER -- Section 15. Source of Funds" and "THE
OFFER -- Section 19. Fees and Expenses" in the Offer to Purchase is incorporated
herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth under "THE OFFER -- Section 13. Certain
Information Concerning Your Partnership" in the Offer to Purchase is
incorporated herein by reference.
(b) Not applicable.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth under "THE OFFER -- Section 19. Fees and
Expenses" in the Offer to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) The financial statements included in AIMCO Properties' Annual Report
on Form 10-K for the year ended December 31, 2003, which are listed on the Index
to Financial Statements on page F-1 of such report, and the unaudited financial
statements for the quarters ended June 30, 2004 and June 30, 2003 set forth in
Part I, Item 1 of AIMCO Properties' Quarterly Report on Forms 10-Q for the
quarter ended June 30, 2004, are incorporated herein by reference. Such reports
may be inspected at the Securities and Exchange Commission's (the "Commission")
public reference room in Washington, D.C., located at 450 5th Street, N.W., Room
1024, Washington, D.C. 20549, telephone 1-800-SEC-0330. A copy of the report can
be also obtained from the Commission's web site at www.sec.gov.
(b) Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
The information set forth in the Offer to Purchase and in the related
Letter of Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase limited partnership units of Secured Income L.P.,
dated September 1, 2004.
(a)(2) Letter of Transmittal and related instructions, dated September 1,
2004 (included as Annex II to the Offer to Purchase attached as
Exhibit (a)(1) hereto).
(a)(3) Acknowledgement and Agreement, dated September 1, 2004.
(a)(4) Letter, dated September 1, 2004, from AIMCO/Bethesda to the limited
partners of Secured Income L.P..
(a)(5) Annual Report of AIMCO Properties for the year ended December 31,
2003 filed with the Commission on Form 10-K on March 15, 2004 is
incorporated herein by reference.
(a)(6) Quarterly Report of AIMCO Properties for the period ended June 30,
2004 filed with the Commission on Form 10-Q on August 9, 2004 is
incorporated herein by reference.
(b)(1) Fifth Amended and Restated Credit Agreement, dated as of February
14, 2003, by and among AIMCO, AIMCO Properties, AIMCO/Bethesda
Holdings, Inc., NHP Management Company, Bank of America, N.A., and
each lender from time to time party thereto (Exhibit 10.35.2 to
AIMCO's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 is incorporated herein by reference).
(b)(2) Third Amendment, dated as of February 14, 2003, to the Interim
Credit Agreement, dated as of March 11, 2002, by and among AIMCO
Properties, NHP Management Company, AIMCO, Lehman Commercial Paper,
Inc., Lehman Brothers, Inc., and each lender from time to time party
thereto (Exhibit 10.38.2 to AIMCO's Annual Report on Form 10-K for
the fiscal year ended December 31, 2002 is incorporated herein by
reference).
(b)(3) Second Amendment, dated as of August 2, 2002, to the Interim Credit
Agreement, dated as of March 11, 2002, by and among AIMCO
Properties, NHP Management Company, AIMCO, Lehman Commercial Paper
Inc., Lehman Brothers Inc., and each lender from time to time party
thereto (Exhibit 10.3 to AIMCO's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2002 is incorporated herein by
reference).
(b)(4) Interim Credit Agreement, dated as of March 11, 2002, by and among
AIMCO, AIMCO Properties, NHP Management Company, Lehman Commercial
Paper, Inc., and the other financial institutions party thereto
(Exhibit 10.32 to AIMCO's Annual Report on Form 10-K for the year
ended December 31, 2001, is incorporated herein by reference).
(d) Not applicable.
(g) None.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 1, 2004
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
--------------------------------
(General Partner)
AIMCO-GP, INC.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC.
By: /s/ Martha L. Long
-------------------------------
Senior Vice President
of each of the foregoing entities
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(1) Offer to Purchase limited partnership units of Secured Income
L.P., dated September 1, 2004.
(a)(2) Letter of Transmittal and related instructions, dated
September 1, 2004 (included as Annex II to the Offer to
Purchase attached as Exhibit (a)(1) hereto).
(a)(3) Acknowledgement and Agreement, dated September 1, 2004.
(a)(4) Letter, dated September 1, 2004, from AIMCO/Bethesda to the
limited partners of Secured Income L.P..
(a)(5) Annual Report of AIMCO Properties for the year ended
December 31, 2003 filed on Form 10-K on March 15, 2004 is
incorporated herein by reference.
(a)(6) Quarterly Report of AIMCO Properties for the period ended
June 30, 2004 filed with the Commission on Form 10-Q on
August 9, 2004 is incorporated herein by reference.
(b)(1) Fifth Amended and Restated Credit Agreement, dated as of
February 14, 2003, by and among AIMCO, AIMCO Properties,
AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of
America, N.A., and each lender from time to time party thereto
(Exhibit 10.35.2 to AIMCO's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 is incorporated herein by
reference).
(b)(2) Third Amendment, dated as of February 14, 2003, to the Interim
Credit Agreement, dated as of March 11, 2002, by and among
AIMCO Properties, NHP Management Company, AIMCO, Lehman
Commercial Paper, Inc., Lehman Brothers, Inc., and each lender
from time to time party thereto (Exhibit 10.38.2 to AIMCO's
Annual Report on Form 10-K for the fiscal year ended December
31, 2002 is incorporated herein by reference).
(b)(3) Second Amendment, dated as of August 2, 2002, to the Interim
Credit Agreement, dated as of March 11, 2002, by and among
AIMCO Properties, NHP Management Company, AIMCO, Lehman
Commercial Paper Inc., Lehman Brothers Inc., and each lender
from time to time party thereto (Exhibit 10.3 to AIMCO's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2002 is incorporated herein by reference).
(b)(4) Interim Credit Agreement, dated as of March 11, 2002, by and
among AIMCO, AIMCO Properties, NHP Management Company, Lehman
Commercial Paper, Inc., and the other financial institutions
party thereto
EXHIBIT NO. DESCRIPTION
(Exhibit 10.32 to AIMCO's Annual Report on Form 10-K for the
year ended December 31, 2001, is incorporated herein by
reference).
(d) Not applicable.
(g) None.
(h) None.