SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
SECURED INCOME L.P.
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(Name of Subject Company (Issuer))
AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC. - OFFEROR
AIMCO/BETHESDA HOLDINGS, 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**
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$19,148,056.50 $2,426.06
* For purposes of calculating the fee only.
** Previously paid.
[ ] 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. [ ] going-private transaction subject to Rule 13e-3.
[ ] issuer tender offer subject to Rule 13e-4. [ ] 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 amendment amends the Tender Offer Statement on Schedule TO filed by
AIMCO/Bethesda Holdings Acquisitions, Inc. ("AIMCO/Bethesda"), a Delaware
corporation, in connection with its tender offer 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.
This Amendment No. 1 amends Items 1, 3 and 4 of the Tender Offer Statement
on Schedule TO, filed previously by AIMCO/Bethesda.
ITEM 1. SUMMARY TERM SHEET.
The first bullet point under "SUMMARY TERM SHEET" in the Offer to Purchase
is hereby replaced in its entirety by the following:
- THE OFFER. Subject to the terms hereof, we are offering to acquire
up to the maximum number of limited partnership units of Secured
Income L.P., your partnership, allowed to be purchased under your
partnership's agreement of limited partnership for $23.30 per unit
in cash. Your partnership's agreement of limited partnership
prohibits the transfer of more than 50% of the outstanding units
within a 12-month period. Accordingly, based upon the information
currently available to us regarding recent transfers, the maximum
number of units we can purchase in this offer is 329,370.5 units,
although this amount must be further reduced to the extent there
have been additional units transferred within the preceding 12
months. If your partnership makes a distribution before the
expiration of this offer, the offer price will be automatically
reduced by the amount of the distributions, and in this event, the
offer will be extended to the extent necessary so that the offer
remains open for at least ten business days after the distribution.
See "The Offer -- Section 1. Terms of the Offer; Expiration Date;
Proration", "The Offer -- Section 7. Effects of the Offer" and "The
Offer -- Section 9. Background and Reasons for the Offer --
Determination of Offer Price."
The second to last bullet point under "SUMMARY TERM SHEET" in the Offer to
Purchase is hereby replaced in its entirety by the following:
- NO SUBSEQUENT OFFERING PERIOD. There will be no subsequent offering
period after the expiration date of the initial offering period
(including any extensions), because the offer is not for all of the
outstanding units. See "The Offer -- Section 5. Extension of Tender
Period; Termination; Amendment; No Subsequent Offering Period."
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) - (c) This Schedule TO is being filed by AIMCO/Bethesda,
AIMCO/Bethesda Holdings, Inc., a Delaware corporation ("AIMCO/Bethesda
Holdings"), 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 a wholly owned subsidiary of AIMCO/Bethesda Holdings, which is
a 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, AIMCO/Bethesda Holdings, 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,
AIMCO/Bethesda Holdings 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 second full paragraph under "THE OFFER -- Section 2. Acceptance
for Payment and Payment for Units" in the Offer to Purchase is hereby replaced
in its entirety by the following:
Your partnership's agreement of limited partnership prohibits any
transfer of an interest if such transfer, together with all other
transfers during the preceding 12 months, would cause 50% or more of the
total interest in capital and profits of your partnership to be
transferred within such 12-month period. Because an unaffiliated third
party maintains the transfer records of the partnership, we cannot
estimate how many units have been transferred in the previous 12-month
period. If units are validly tendered and not withdrawn that would cause
more than 50% of the total interest and capital of your partnership to be
transferred within a 12-month period, we will accept for payment and pay
for those units so tendered pro rata according to the number of units so
tendered, with appropriate adjustments to avoid purchases of fractional
units. In this event, the number of units tendered will be adjusted by
rounding down to the nearest whole number of units tendered by each
unitholder. We are seeking in the offer the maximum amount allowed to be
purchased under the partnership agreement, given its prohibition on
transferring units that exceed 50% of all transfers during the preceding
twelve months. If we acquire a significant percentage of the interest in
your partnership, you may not be able to transfer your units for a
12-month period following our offer.
The last paragraph under "THE OFFER -- Section 5. Extension of Tender
Period; Termination; Amendment; No Subsequent Offering Period" in the Offer to
Purchase is hereby replaced in its entirety by the following:
Pursuant to Rule 14d-11 under the Exchange Act, subsequent offering
periods may be provided in tender offers for "any and all" outstanding
units of a partnership. A subsequent offering period is an additional
period of from three to twenty business days following the expiration date
of the offer, including any extensions, in which limited partners may
continue to tender units not tendered in the offer for the offer price.
Because we are not offering to purchase all outstanding units, a
subsequent offering period is not available to us.
The second paragraph under "THE OFFER -- Section 9. Background and Reasons
for the Offer -- Valuation of Units" in the Offer to Purchase is hereby replaced
in its entirety by the following:
Although the direct capitalization method is an accepted way of
valuing real estate, there are a number of other methods available to
value real estate, each of which may result in different valuations of a
property. We determined our cash consideration in the following manner.
First, we estimated the gross property value of your partnership's
property by applying a capitalization rate of 8.75% to the operating
results of Fieldpointe Apartments and 7.00% to the operating results of
The Westmont for the twelve month period ended December 31, 2003 to obtain
its estimated gross property value. For the twelve months ended December
31, 2003, the operating income (adjusted for our estimate of capital
replacements) of Fieldpointe Apartments was $1.1 million and of The
Westmont was $3.2 million. Dividing these operating results by their
respective capitalization rates, our estimate of the gross property value
of Fieldpointe Apartments was $13.1 million and of The Westmont was $45.7
million. We then calculated the value of the equity of your partnership by
adding to the aggregate gross property value the value of the non-real
estate assets of your partnership to derive its net equity value. Finally,
using this net equity value, we determined the proceeds that would be paid
to limited partners in the event of a liquidation of your partnership.
Based on the terms of your partnership's agreement of limited partnership,
99% of the estimated liquidation proceeds are assumed to be distributed to
limited partners of your partnership. Our offer price represents the per
unit liquidation proceeds determined in this manner.
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 20, 2004
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
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(General Partner)
AIMCO-GP, INC.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
AIMCO/BETHESDA HOLDINGS
ACQUISITIONS, INC.
AIMCO/BETHESDA HOLDINGS, INC.
By: /s/ Martha L. Long
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Senior Vice President
of each of the foregoing entities