SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO/A
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
Fox Strategic Housing Income Partners
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(Name of Subject Company (Issuer))
AIMCO Properties, L.P.
Apartment Investment and Management Company
AIMCO-GP, Inc.
Fox Partners VIII
Fox Capital Management 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
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$2,330,072.28 $274.25
* For purposes of calculating the fee only. This amount assumes the purchase
of 14,442 units of limited partnership interest of the subject partnership
for $161.34 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.
[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: $274.25 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO/13E-3 Date Filed: February 16, 2005
[ ] 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. 3 TO SCHEDULE TO
This Amendment No. 3 amends and supplements the Tender Offer Statement and
Rule 13e-3 Transaction Statement on Schedule TO initially filed on February 16,
2005, as amended by Amendment No. 1 thereto filed on March 15, 2005, and
Amendment No. 2 filed on March 28, 2005 (as amended, the "Schedule TO"). This
Amendment No. 3 relates to the offer by AIMCO Properties, L.P., a Delaware
limited partnership, to purchase units of limited partnership interest ("Units")
of Fox Strategic Housing Income Partners, a California limited partnership (the
"Partnership"), at a price of $161.34 per unit in cash, subject to the
conditions set forth in the Offer to Purchase dated February 16, 2005 (as
amended or supplemented from time to time, the "Offer to Purchase") and in the
related Letter of Transmittal (as amended or supplemented from time to time, the
"Letter of Transmittal" and, together with the Offer to Purchase, the "Offer").
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.
On April 27, 2005, 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 April
27, 2005, to midnight, New York City time, on May 31, 2005. Copies of the press
release and letter have been filed as Exhibits (a)(12) and (a)(13),
respectively, to this Amendment No. 3.
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 8. 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 Fox Strategic Housing Income Partners, of which 26,111 units were issued and
outstanding as of December 31, 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"), Fox Partners VIII, a California limited partnership,
and Fox Capital Management Corporation, a Delaware corporation ("Fox Capital").
AIMCO-GP is the general partner of AIMCO OP and a wholly owned subsidiary of
AIMCO. Fox Partners VIII is the general partner of the Partnership and an
affiliate of AIMCO. Fox Capital is the managing general partner of Fox Partners
VIII 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 Fox Partners VIII and Fox Capital is 55 Beattie Place, P.O. Box 1089,
Greenville, South Carolina 29602, and their phone number is (864) 239-1000.
The information set forth under "The Offer - Section 7. 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, Fox
Partners VIII, or Fox Capital 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.
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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 "Special Factors - Valuation
of Units - Prior Tender Offers," " - Background and Reasons for the Offer," " -
Conflicts of Interest and Transactions with Affiliates" and "The Offer - Section
6. The Lawsuit and the Settlement," 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 "Special Factors - Effects
of the Offer," " - Background and Reasons for the Offer," " - Future Plans of
the Purchaser" and "The Offer - Section 6. The Lawsuit and the Settlement," 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 10.
Source of Funds" and " - Section 14. 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 8. 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 13. 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.
Item 12 of the Schedule TO is amended and supplemented as follows:
(a)(10) Amended and Restated Offer to Purchase dated April 27, 2005.
(a)(11) Amended and Restated Letter of Transmittal and related
Instructions.
(a)(12) Press Release, dated April 27, 2005.
(a)(13) Letter, dated April 27, 2005, from AIMCO Properties, L.P. to the
limited partners of Fox Strategic Housing Income Partners.
(c)(1) Appraisal of Wood View (Exhibit (c)(2) to the Schedule TO/A
relating to the Offer, filed with the Securities and Exchange
Commission on December 9, 2003, is incorporated herein by
reference).
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
ITEM 2. SUBJECT COMPANY INFORMATION.
(d) The information set forth under "The Offer - Section 8. Certain
Information Concerning Your Partnership - Distributions" in the Offer to
Purchase is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth under "Special Factors - 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 "Special Factors - Background
and Reasons for the Offer" and "The Offer - Section 6. 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 11.
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 "Special Factors - Background
and Reasons for the Offer" and "The Offer - Section 6. 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 "Special Factors - 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 "Special Factors - Background
and Reasons for the Offer - General" in the Offer to Purchase is
incorporated herein by reference.
(b) The information set forth under "Special Factors - Background
and Reasons for the Offer - Alternatives Considered by Your General
Partner" and " - Alternative Transactions Considered by Us" in the Offer
to Purchase is incorporated herein by reference.
(c) The information set forth under "Special Factors - Background
and Reasons for the Offer" of the Offer to Purchase is incorporated herein
by reference.
(d) The information set forth under "Special Factors - Material
Federal Income Tax Matters" and " - 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 "Special Factors - Position
of the General Partner of Your Partnership with Respect to the Offer" of
the Offer to Purchase is incorporated herein by reference.
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ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) The information set forth under "Special Factors - Valuation of
Units - Estimated Liquidation Proceeds Based on Independent Appraisal" and
" - 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 "Special Factors - Valuation of
Units - Estimated Liquidation Proceeds Based on Independent Appraisal" of
the Offer to Purchase is incorporated herein by reference.
(c) The information set forth under "Special Factors - 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 "Special Factors - 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 8. 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, 2004 is 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: April 27, 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
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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
FOX PARTNERS VIII
By: FOX CAPITAL MANAGEMENT CORPORATION
Its General Partner
By: /s/ Martha L. Long
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Martha L. Long
Senior Vice President
FOX CAPITAL MANAGEMENT CORPORATION
By: /s/ Martha L. Long
------------------------------
Martha L. Long
Senior Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(10) Amended and Restated Offer to Purchase dated April 27, 2005.
(a)(11) Amended and Restated Letter of Transmittal and related
Instructions.
(a)(12) Press Release, dated April 27, 2005.
(a)(13) Letter, dated April 27, 2005, from AIMCO Properties, L.P. to
the limited partners of Fox Strategic Housing Income Partners.
(c)(1) Appraisal of Wood View (Exhibit (c)(2) to the Schedule TO/A
relating to the Offer, filed with the Securities and Exchange
Commission on December 9, 2003, is incorporated herein by
reference).
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