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. 2)
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
<Table>
<Caption>
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Transaction Valuation* Amount of Filing Fee**
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$19,148,056.50 $2,426.06
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</Table>
* 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.
<Table>
Amount Previously Paid: _______________ Filing Party: __________________
Form or Registration No.: _______________ Date Filed: __________________
</Table>
[ ] 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:
<Table>
[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.
</Table>
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.
On September 22, 2004, AIMCO/Bethesda mailed a letter to the limited
partners of Secured Income L.P. A copy of that letter is filed with this
Schedule TO as exhibit (a)(7). This Amendment No. 2 amends Item 12 of the Tender
Offer Statement on Schedule TO, filed previously by AIMCO/Bethesda.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase limited partnership units of Secured Income L.P.,
dated September 1, 2004. (Previously filed)
(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. (Previously
filed)
(a)(4) Letter, dated September 1, 2004, from AIMCO/Bethesda to the limited
partners of Secured Income L.P. (Previously filed)
(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.
(a)(7) Letter, dated September 22, 2004, from AIMCO/Bethesda to the limited
partners of Secured Income L.P.
(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.
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 22, 2004
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
---------------------------------------
(General Partner)
AIMCO-GP, INC.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
AIMCO/BETHESDA HOLDINGS
ACQUISITIONS, INC.
AIMCO/BETHESDA HOLDINGS, 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. (Previously filed)
(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. (Previously
filed)
(a)(4) Letter, dated September 1, 2004, from AIMCO/Bethesda to the limited
partners of Secured Income L.P. (Previously filed)
(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.
(a)(7) Letter, dated September 22, 2004, from AIMCO/Bethesda to the limited
partners of Secured Income L.P.
(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.