SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
Davidson Growth Plus, L.P.
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(Name of Subject Company (Issuer))
AIMCO Properties, L.P.
Apartment Investment and Management Company
AIMCO-GP, Inc.
Davidson Growth Plus G.P. Corporation
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(Names of Filing Persons (Offerors))
Limited Partnership Units
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Martha L. Long
Apartment Investment and Management Company
55 Beattie Place
PO 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
---------------------- --------------------
$ 2,165,283.34 $254.85
* For purposes of calculating the fee only. This amount assumes the
purchase of 11,823.75 units of limited partnership interest of the
subject partnership for $183.13 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 $117.70
per million of the aggregate amount of cash offered by the bidder.
[ ] 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
[ ] 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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SCHEDULE TO
This Tender Offer Statement and Rule 13e-3 Transaction Statement on
Schedule TO (the "Schedule TO") relates to the offer by AIMCO Properties, L.P.,
a Delaware limited partnership, to purchase units of limited partnership
interest ("Units") of Davidson Growth Plus, L.P., a Delaware limited partnership
(the "Partnership"), at a price of $183.13 per unit in cash, subject to the
conditions set forth in the Offer to Purchase dated February 16, 2005 and in the
related Letter of Transmittal (which, together with any supplements or
amendments, collectively constitute the "Offer"). Copies of the Offer to
Purchase 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 Offer to Purchase.
ITEM 1. SUMMARY TERM SHEET.
The information set forth under "SUMMARY TERM SHEET" in the Offer to
Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information set forth under "The Offer - Section 15. Certain
Information Concerning Your Partnership" in the Offer to Purchase is
incorporated herein by reference. The Partnership's principal executive offices
are located at 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina
29602, and its phone number is (864) 239-1000.
(b) This Schedule TO relates to the units of limited partnership
interest of Davidson Growth Plus, L.P., of which 28,371.75 units were issued and
outstanding as of September 30, 2004.
(c) Not applicable.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a)-(c) This Schedule TO is being filed by Apartment Investment and
Management Company, a Maryland corporation ("AIMCO"), AIMCO Properties, L.P., a
Delaware limited partnership ("AIMCO OP"), AIMCO-GP, Inc., a Delaware
corporation ("AIMCO-GP"), and Davidson Growth Plus G.P. Corporation ("Davidson
Growth"). AIMCO-GP is the general partner of AIMCO OP and a wholly owned
subsidiary of AIMCO. Davidson Growth is the managing general partner of the
Partnership and a wholly owned subsidiary of AIMCO. The principal business of
AIMCO, AIMCO-GP, and AIMCO OP is the ownership, acquisition, development,
expansion and management of multi-family apartment properties. The business
address of AIMCO, AIMCO-GP and AIMCO OP is 4582 Ulster Street Parkway, Suite
1100, Denver, Colorado 80237, and their telephone number is (303) 757-8101. The
principal address of Davidson Growth is 55 Beattie Place, P.O. Box 1089,
Greenville, South Carolina 29602, and its phone number is (864) 239-1000.
The information set forth under "The Offer - Section 10. Information
Concerning Us and Certain of Our Affiliates" and Annex I of the Offer to
Purchase is incorporated herein by reference.
During the last five years, none of AIMCO, AIMCO-GP, AIMCO OP or
Davidson Growth 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 further 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 information set forth in the Offer to Purchase and in the
related Letter of Transmittal is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) and (b) The information set forth under "The Offer - Section 8.
Valuation of Units - Prior Tender Offers," "- Section 9.
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The Lawsuit and the Settlement," "- Section 11. Background and Reasons for the
Offer" and "- Section 13. Conflicts of Interest and Transactions with
Affiliates" in the Offer to Purchase is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a), (c)(1)-(7) The information set forth under "The Offer - Section 7.
Effects of the Offer," "- Section 9. The Lawsuit and the Settlement," "- Section
11. Background and Reasons for the Offer" and "- Section 14. Future Plans of the
Purchaser" in the Offer to Purchase is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) The information set forth under "The Offer - Section
17. Source of Funds" and "- Section 21. Fees and Expenses" in the Offer to
Purchase is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth under "The Offer - Section 15. Certain
Information Concerning Your Partnership - Ownership and Voting" in the Offer to
Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Not applicable.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth under "The Offer - Section 20. Certain
Legal Matters" in the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase and in the
related Letter of Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase dated February 16, 2005.
(a)(2) Letter of Transmittal and related Instructions.
(a)(3) Letter from AIMCO OP to the Limited Partners of Davidson
Growth Plus, L.P..
(b) Fourth Amended and Restated Credit Agreement among AIMCO,
AIMCO OP, AIMCO/Bethesda Holdings, Inc., and NHP Management
Company, Bank of America, N.A., Fleet National Bank, First
Union National Bank, and the other financial institutions
party thereto, dated as of March 11, 2002 (Exhibit 10.29 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.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
ITEM 2. SUBJECT COMPANY INFORMATION.
(d) The information set forth under "The Offer - Section 15.
Certain Information Concerning Your Partnership - Distributions" in the
Offer to Purchase is incorporated herein by reference.
(e) Not applicable.
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(f) The information set forth under "The Offer - Section 8.
Valuation of Units - Prior Tender Offers" in the Offer to Purchase is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(c) The information set forth under "The Offer - Section 11.
Background and Reasons for the Offer" and "- Section 9. The Lawsuit and
the Settlement" of the Offer to Purchase is incorporated herein by
reference.
(d)-(e) The information set forth under "The Offer - Section
18. Dissenters' Rights" in the Offer to Purchase is incorporated herein
by reference.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(c) The information set forth under "The Offer - Section 11.
Background and Reasons for the Offer" and "- Section 9. The Lawsuit and
the Settlement" in the Offer to Purchase is incorporated herein by
reference.
(e) Not applicable.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) See Item 6 of the Schedule TO.
(c)(8) The information set forth under "The Offer - Section 7.
Effects of the Offer" of the Offer to Purchase is incorporated herein
by reference
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth under "The Offer - Section 11.
Background and Reasons for the Offer - General" in the Offer to
Purchase is incorporated herein by reference.
(b) The information set forth under "The Offer - Section 11.
Background and Reasons for the Offer - Alternatives Considered by Your
General Partner" and "- Section 11. Background and Reasons for the
Offer - Alternative Transactions Considered by Us" in the Offer to
Purchase is incorporated herein by reference.
(c) The information set forth under "The Offer - Section 11.
Background and Reasons for the Offer" of the Offer to Purchase is
incorporated herein by reference.
(d) The information set forth under "The Offer - Section 6.
Material Federal Income Tax Matters" and "- Section 7. Effects of the
Offer" of the Offer to Purchase is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(f) The information set forth under "The Offer - Section
12. Position of the General Partner of Your Partnership with Respect to
the Offer" of the Offer to Purchase is incorporated herein by
reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) The information set forth under "The Offer - Section 8.
Valuation of Units - Estimated Liquidation Proceeds Based on
Independent Appraisal" and "- Section 12. Position of the General
Partner of Your Partnership with Respect to the Offer" of the Offer to
Purchase is incorporated herein by reference.
(b) The information set forth under "The Offer - Section 8.
Valuation of Units - Estimated Liquidation
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Proceeds Based on Independent Appraisal" of the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth under "The Offer - Section 8.
Valuation of Units - Estimated Liquidation Proceeds Based on
Independent Appraisal - Availability of Appraisal Reports" of the Offer
to Purchase is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(c) See Item 7 of the Schedule TO.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d)-(e) The information set forth under "The Offer - Section
12. Position of the General Partner of Your Partnership with Respect to
the Offer" of the Offer to Purchase is incorporated herein by
reference.
ITEM 13. FINANCIAL STATEMENTS.
The information set forth under "The Offer - Section 15.
Certain Information Concerning Your Partnership" of the Offer to
Purchase and Item 7 of Part II of the Partnership's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2003 and Item 1 of
Part I of the Partnership's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2004 are incorporated herein by reference.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(b) Not applicable.
ITEM 15. ADDITIONAL INFORMATION.
(b) The information set forth in the Offer to Purchase and the
related Letter of Transmittal is incorporated herein by reference.
ITEM 16. EXHIBITS.
(f) Not applicable.
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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: February 16, 2005
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
---------------------------------
Martha L. Long
Senior Vice President
AIMCO-GP, INC.
By: /s/ Martha L. Long
---------------------------------
Martha L. Long
Senior Vice President
DAVIDSON GROWTH PLUS G.P. CORPORATION
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
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(a)(1) Offer to Purchase dated February 16, 2005
(a)(2) Letter of Transmittal and related Instructions.
(a)(3) Letter from AIMCO OP to the Limited Partners of
Davidson Growth Plus, L.P.
</Table>
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