[SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LETTERHEAD]
December 1, 2004
VIA EDGAR & HAND DELIVERY
Celeste M. Murphy
Office of Mergers & Acquisitions
Securities and Exchange Commission
450 Fifth Street, N.W., Mail Stop 3-03
Washington, D.C. 20549-0303
Re: Angeles Income Properties Ltd. II and 6
Schedule TO and Schedule 13E-3 filed on November 5, 2004 by
AIMCO Properties, L.P.
File Nos. 5-53919 and 5-54489
Angeles Partners XI and XII
Schedule TO and Schedule 13E-3 filed on November 4, 2004 by
AIMCO Properties, L.P.
File Nos. 5-54481 and 5-50745
Century Properties Fund XVII, Consolidated Capital
Institutional Properties and Consolidated Capital
Institutional Properties IV
Schedule TO and Schedule 13E-3 filed on November 8, 2004 by
AIMCO Properties, L.P.
File Nos. 5-44273, 5-47009, and 5-50849
National Property Investors 4 and 6
Schedule TO and Schedule 13E-3 filed on November 5, 2004 and
November 4, 2004 by AIMCO Properties, L.P.
File Nos. 5-47883 and 5-47887
Shelter Properties II Ltd. Partnership, IV, V, and VII
Schedule TO and Schedule 13E-3 filed on November 5, 2004, November 5,
2004, November 5, 2004 and November 4, 2004 by AIMCO Properties, L.P.
File Nos. 5-44517, 5-44521, 5-44523, and 5-52091
Dear Ms. Murphy:
On behalf of AIMCO Properties, L.P. (the "AIMCO OP"), we are responding
to the Staff's comment letter, dated November 18, 2004, regarding the Tender
Offer Statements and Rule 13e-3 Transaction Statements on Schedule TO referred
to above. We have filed an amendment to the Schedules TO for the partnerships
referred to above, which reflect the revised disclosures described below.
Securities and Exchange Commission
December 1, 2004
Page 2
For the Staff's convenience, we have provided supplementally a paper
copy of this response letter and a blackline copy of the offer for Angeles
Income Properties, Ltd. 6, which has been marked to show changes against the
version previously filed. As requested, we have set forth below each of the
Staff's comments and AIMCO OP's response to each comment.
General
1. While we understand this offer is being made to satisfy AIMCO's
obligations under the settlement agreement, please provide us with your
analysis for why AIMCO's prior tender offers and any other purchases of
units during the past two years did not constitute the first steps in
the going private transaction. Refer to Rate 13e-3(a)(3) and Question
and Answer No. 4 of Exchange Act Release No. 34-17719 (April 13, 1981).
In your response to us, please address your correspondence to us
regarding our comment letters, for example in our comment letter
regarding Angeles Income Properties, Ltd. 6, dated May 22, 2002
alerting you to the fact, in comment 2, that the 2002 tender offer may
be viewed as the first step in a subsequent going private transaction.
Further, we note that your 2002 correspondence regarding Angeles Income
Properties, Ltd. 6 was not filed on EDGAR as a correspondence. Please
do so at this time.
RESPONSE: We supplementally advise the Staff that in AIMCO OP's
correspondence to the Staff, dated June 3, 2002 in response to your
comment letters, dated May 22 and 23, 2002, concerning the offers for
the partnerships referenced above (the "2002 Offers"), AIMCO OP
specifically confirmed that it did not have any plan or intention to
engage in any "going private" transaction subject to Rule 13e-3 under
the Exchange Act. It also confirmed that it was not making the 2002
Offers with a view toward, or in connection with, any plan or purpose
of acquiring limited partnership units in a series of successive and
periodic offers. AIMCO OP further confirmed its understanding that in
the event that it later determined to engage in such a transaction with
respect to the partnerships, it would comply with Rule 13e-3.
Accordingly, in November 2003, after it determined to engage in a going
private transaction, it filed Schedules 13E-3 and otherwise complied
with Rule 13e-3.
As noted above, in 2002, AIMCO OP did not have a plan for any future
Rule 13e-3 transaction, and the 2002 Offers were not the first step in
a going private transaction. In summary, AIMCO OP confirms that it had
no plan or intention to take the partnerships private when it initiated
the 2002 Offers.
In addition, please note that AIMCO OP has filed the 2002
correspondence regarding Angeles Income Properties, Ltd. 6 on EDGAR.
Offer Materials
Summary Term Sheet, page 1
The Settlement Fund
2. We note your statement that unitholders may request exclusion from the
settlement and tender units in this offer, and that they will be
entitled to receive the same price per unit as those unitholders who
have not opted out of the settlement class. You further state, however,
that no portion of the price paid to such unitholders will come from
the
Securities and Exchange Commission
December 1, 2004
Page 3
settlement fund. Under your "release and assignment of future claims"
section, on page 2, you then state that those who request exclusion
from the settlement but tender the units must sign the letter of
transmittal that will release you from claims that unitholders would
otherwise have preserved by requesting exclusion from the settlement
class. Please revise your "settlement fund" disclosure to include the
information found in your "release and assignment of future claims"
section, on page 2, whereby tenders without settlement acceptance will
still release you from the same claims as those who accept the
settlement.
RESPONSE: We have revised the disclosure in response to this comment.
Risk Factors
We Could Delay Acceptance .... page 8
3. Please revise your disclosure to confirm that in all instances you will
pay for or return tendered units promptly after expiration of the
offer. Please refer to Rule 14e-1(c) of the Exchange Act.
RESPONSE: We have revised the disclosure in response to this comment.
Acceptance for Payment .... page 10
4. Refer to the final paragraph of this section. Please note that to the
extent you assign AIMCO Properties, L.P.'s right to purchase tendered
notes to one or more of your affiliates while the current offer remains
ongoing, you must revise your offer materials to include those
affiliates as filing persons and signatories on your Schedule TO.
Please confirm your understanding in your response.
RESPONSE: We note the Staff's comment and supplementally confirm to
the Staff that if AIMCO OP assigns its right to purchase the tendered
units to one or more of its affiliates, such affiliates must comply
with the requirements of the tender offer and going-private rules.
Certain Federal Income Tax Matters, page 16
5. Please revise your disclosure to separately address the federal tax
consequences of this transaction to the affiliates of the target
partnership, including the current filing persons. Please refer to Item
1013(d) of Regulation M-A.
RESPONSE: We have revised the disclosure in response to this comment.
6. Instruction 2 to Item 1013 of Regulation M-A requires you to discuss
the benefits and detriments of the Rule 13e-3 transaction to the
company, its affiliates and the unaffiliated security holders, and to
quantify the benefits and detriments to the extent practicable. Please
advise us, with a view toward disclosure, whether or not the filing
persons will benefit from the partnership's future use of any net
operating loss carryforwards that will be used to its tax advantage on
a going forward basis.
RESPONSE: We have revised the disclosure in response to this comment.
Securities and Exchange Commission
December 1, 2004
Page 4
Under the Internal Revenue Code, a partnership is not taxed on its
income, but rather passes through its income and losses for any year to
its partners for federal income tax purposes. Unlike a corporation, a
partnership is not entitled to carry forward any net operating losses
to use in future taxable years. Any losses recognized by the
partnership must be taken into account only by those persons who were
partners in the taxable year in which such losses arose. Consequently,
the filing persons are not able to benefit from any other partner's
share of losses previously incurred.
Effects of the Offer, page 19
7. Please revise throughout this section to quantify the various costs
currently associated with being a public company, the percentage of the
partnership's expenses comprised of these costs, the estimated
increases in costs expected as a result of the Sarbanes-Oxley Act and
the estimated cost savings as a result of terminating registration.
RESPONSE: We have revised the disclosure in response to this comment.
Estimated Liquidation Proceeds Based Upon Independent Appraisal, page 24
8. We note that the appraisal was conducted "[u]nder the terms of the
settlement". Please revise your disclosure to describe the instructions
the appraiser received from you, any of your affiliates, and the
partnership. Please refer to Item 10l5(b)(6) of Regulation M-A.
RESPONSE: We have revised the disclosure to describe the terms of the
independent appraisals required under the settlement. We supplementally
advise the Staff that, as the appraiser was appointed by the court in
connection with the litigation settlement, neither AIMCO OP, any of its
affiliates nor the partnership provided the appraiser with any special
valuation instructions.
Position of the General Partner of Your Partnership With Respect to the Offer,
page 43
9. Please refer to the first bullet point under your "Factors not in favor
of fairness determination" section. We note your disclosure that your
offer price is based on aggregate gross property value, which we assume
to be the gross property value for your two properties, then reduced by
any prepayment penalties. We note that your "valuation of units"
section on page 21 describes the gross property value for Homestead as
84.5% of its appraisal value less the prepayment penalty on its
outstanding mortgage indebtedness ($992,338). Please identify and
quantify the "prepayment penalties" you reference here. Further,
explain the term "aggregate gross property value" and how it relates to
the gross property value as described above.
RESPONSE: We have revised the disclosure in response to this comment.
Conditions to the Offer, page [5]4
10. Refer to subparagraph (v) in the second bullet-point of this section.
This condition consists of "acts of terrorism or a commencement of a
war, armed hostilities or other national or international calamity
directly or indirectly involving the United States". Given the current
situations in Iraq and Afghanistan, plus the recent escalation of our
Securities and Exchange Commission
December 1, 2004
Page 5
ongoing hostilities there, we are concerned that your offer condition
is drafted so broadly and generally as to make it difficult to
determine whether it has been "triggered" by events as they occur.
Please tailor your condition so that the unitholders may objectively
verify when it has been triggered. For example, is the condition
effective if any such event has a material adverse effect on a
partnership?
RESPONSE: We have deleted this condition to the offer.
11. In our view, you may condition a tender offer on any number of
conditions, as long as they are described with reasonable specificity,
capable of some measure of objective verification, and outside of your
control. In the last paragraph in this section, the phrase "regardless
of the circumstances giving rise to such conditions" implies that you
may assert an offer condition even when the condition is "triggered" by
your own action or inaction. Please revise in accordance with our
position.
RESPONSE: We have revised the disclosure in response to this comment.
Please note that we have supplementally provided a letter from Mr.
Miles Cortez, Executive Vice President, General Counsel and Secretary of AIMCO
OP, making the acknowledgments you have requested.
We would appreciate your prompt consideration to this letter. Please do
not hesitate to contact the undersigned at (213) 687-5181, or Jonathan Friedman
at (213) 687-5396, if you have any questions or comments regarding this letter
or the revised Schedule TO.
Very truly yours,
/s/ SO-YON AHN
So-Yon Ahn
cc: Martha Long - Apartment Investment & Management Company
Miles Cortez, Esq. - Apartment Investment & Management Company
Joseph Coco, Esq. - Skadden, Arps, Slate, Meagher & Flom LLP
Jonathan Friedman, Esq. - Skadden, Arps, Slate, Meagher & Flom LLP