SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO/A
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
Shelter Properties V Limited Partnership
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(Name of Subject Company (Issuer))
AIMCO Properties, L.P.
Apartment Investment and Management Company
AIMCO-GP, Inc.
Shelter Realty V Corporation
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(Names of Filing Persons (Offerors))
Limited Partnership Units
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(Title of Class Securities)
None
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(CUSIP Number of Class Securities)
Martha L. Long
Apartment Investment and Management Company
55 Beattie Place
Greenville, South Carolina 29602
(864) 239-1000
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(Name, address, and telephone numbers of person
authorized to receive notices and communications on
behalf of filing persons)
Copy to:
Joseph A. Coco
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square New York, New York 10036
(212) 735-3000
and
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000
Calculation of Filing Fee
<Table>
<Caption>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
---------------------- --------------------
$ 3,681,357.35 $ 466.43
</Table>
* For purposes of calculating the fee only. This amount assumes the purchase
of 14,345 units of limited partnership interest of the subject partnership
for $256.63 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 million of
the aggregate amount of cash offered by the bidder.
[X] 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: $466.43 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO/13E-3 Date Filed: November 8, 2004
</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:
[X] third-party tender offer subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[X] 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: [ ]
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AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 amends and supplements the Tender Offer Statement
and Rule 13e-3 Transaction Statement on Schedule TO initially filed on November
8, 2004, as amended by Amendment No. 1 thereto (the "Schedule TO"). This
Amendment No. 2 relates to the offer by AIMCO Properties, L.P., a Delaware
limited partnership, to purchase units of limited partnership interest ("Units")
of Shelter Properties V Limited Partnership, a South Carolina limited
partnership (the "Partnership"), at a price of $256.63 per unit in cash, subject
to the conditions set forth in the Litigation Settlement Offer dated November 8,
2004 and in the related Letter of Transmittal (which, together with any
supplements or amendments, collectively constitute the "Offer"). Copies of the
Litigation Settlement Offer and the Letter of Transmittal are filed with the
Schedule TO as Exhibits (a)(1) and (a)(2), respectively. The item numbers and
responses thereto below are in accordance with the requirements of Schedule TO.
Unless defined herein, capitalized terms used and not otherwise defined herein
have the respective meanings ascribed to such terms in the Litigation Settlement
Offer.
On December 10, 2004, AIMCO Properties, L.P. mailed a letter to the
holders of Units of the Partnership and issued a press release announcing the
extension of the expiration date of the Offer from midnight, New York City time,
on December 15, 2004, to midnight, New York City time on December 28, 2004.
Copies of the press release and letter have been filed as Exhibits (a)(5) and
(a)(6), respectively, to this Amendment No. 2.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is amended and supplemented as follows:
(a)(5) Press Release, dated December 10, 2004.
(a)(6) Letter, dated December 10, 2004, from AIMCO Properties, L.P.
to the limited partners of Shelter Properties V Limited
Partnership.
(a)(7) Letter of Transmittal and related Instructions (Exhibit (a)(2)
to Shelter Properties V Limited Partnership's Schedule TO,
filed with the Securities and Exchange Commission on November
8, 2004, is incorporated herein by reference).
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned hereby certify that the information set forth in this statement is
true, complete and correct.
Date: December 10, 2004
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
Its General Partner
By: /s/ Martha L. Long
------------------------------
Martha L. Long
Senior Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Martha L. Long
--------------------------------
Martha L. Long
Senior Vice President
AIMCO-GP, INC.
By: /s/ Martha L. Long
--------------------------------
Martha L. Long
Senior Vice President
SHELTER REALTY V CORPORATION
By: /s/ Martha L. Long
--------------------------------
Martha L. Long
Senior Vice President
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------
(a)(5) Press Release, dated December 10, 2004.
(a)(6) Letter, dated December 10, 2004, from AIMCO Properties, L.P. to the
limited partners of Shelter Properties V Limited Partnership.
(a)(7) Letter of Transmittal and related Instructions (Exhibit (a)(2) to
Shelter Properties V Limited Partnership's Schedule TO, filed with
the Securities and Exchange Commission on November 8, 2004, is
incorporated herein by reference).
</Table>
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