SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO/A
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
Shelter Properties VII 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 VII 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
P.O. Box 1089
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
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$ 32,500.09 $ 4.12
* For purposes of calculating the fee only. This amount assumes the
purchase of 11,176 units of limited partnership interest of the subject
partnership for $5.27 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.
Amount Previously Paid: $4.12 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO/13E-3 Date Filed: November 4, 2004
[ ] 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: [X]
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AMENDMENT NO. 1 TO SCHEDULE TO
This Amendment No. 1 amends and supplements the Tender Offer Statement
and Rule 13e-3 Transaction Statement on Schedule TO initially filed on November
4, 2004 (the "Schedule TO"). This Amendment No. 1 relates to the offer by AIMCO
Properties, L.P., a Delaware limited partnership, to purchase units of limited
partnership interest ("Units") of Shelter Properties VII Limited Partnership, a
South Carolina limited partnership (the "Partnership"), at a price of $5.27 per
unit in cash, subject to the conditions set forth in the Litigation Settlement
Offer dated November 4, 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.
ITEMS 1 through 11.
Items 1 through 11 of the Schedule TO are amended and supplemented as
follows:
On December 6, 2004, the Offer expired in accordance with its terms. No
Units were tendered or purchased pursuant to the Offer.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
ITEMS 2, 4 through 10 and 12 through 16.
Items 2, 4 through 10 and 12 through 16 of Item 13 of the
Schedule TO are amended and supplemented as follows:
On December 6, 2004, the Offer expired in accordance with its
terms. No Units were tendered or purchased pursuant to the
Offer.
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify that the information set forth in this statement is
true, complete and correct.
Date: December 21, 2004
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
Its General Partner
By: /s/ MARTHA L. LONG
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Martha L. Long
Senior Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ MARTHA L. LONG
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Martha L. Long
Senior Vice President
AIMCO-GP, INC.
By: /s/ MARTHA L. LONG
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Martha L. Long
Senior Vice President
SHELTER REALTY VII CORPORATION
By: /s/ MARTHA L. LONG
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Martha L. Long
Senior Vice President
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