April 27, 2005
VIA EDGAR & HAND DELIVERY
Abby Adams, Esq.
Office of Mergers and Acquisitions
Division of Corporate Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303
Re: NATIONAL PROPERTY INVESTORS III, FOX STRATEGIC HOUSING INCOME
PROPERTIES CENTURY PROPERTIES FUND XIV, XV, XIX, AND XXII,
DAVIDSON INCOME REAL ESTATE LP, AND DAVIDSON GROWTH PLUS LP
DRAFT AMENDED SCHEDULE TO-T/13E-3S
DATED MARCH 18, 2005
SUBMITTED BY AIMCO PROPERTIES LP, ET AL.
Dear Ms. Adams:
On behalf of AIMCO Properties, L.P. ("AIMCO OP"), we are responding to
the Staff's comment letter, dated March 25, 2005, regarding the Tender Offer
Statements and Rule 13e-3 Transaction Statements on Schedule TO ("Schedule TO")
referred to above. For your convenience, we are providing supplementally a copy
of this letter and a copy of the Amended and Restated Offer to Purchase and the
Amended and Restated Letter of Transmittal for National Property Investors III
("NPI III"), which have been marked to show proposed changes in response to the
Staff's comments dated March 25, 2005. An amendment to the Schedule TO has been
filed for each of the partnerships that includes as exhibits an Amended and
Restated Offer to Purchase and an Amended and Restated Letter of Transmittal,
reflecting the changes in response to the Staff's comment letters dated March 3,
2005 and March 25, 2005. As requested, we have set forth below each of the
Staff's comments and AIMCO OP's response to each comment.
GENERAL
1. Please provide the statements requested in the closing of our March 3,
2005 letter. File the statements in EDGAR as CORRESP. For your
convenience, we repeat the information here:
We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings
reviewed by the staff to be certain that they have provided
all information investors require. Since the filing persons
are in possession of all facts relating to the disclosure,
they are responsible for the accuracy and adequacy of the
disclosures they have made.
Securities and Exchange Commission
April 27, 2005
Page 2
In connection with responding to our comments, please
provide, in writing, a statement from the filing persons
acknowledging that
o the filing persons are responsible for the adequacy and
accuracy of the disclosure in the filings;
o staff comments or changes to disclosure in response to
staff comments in the filings reviewed by the staff do not
foreclose the Commission from taking any action with
respect to the filing; and
o the filing persons may not assert staff comments as a
defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United
States.
In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.
RESPONSE: We have filed the statements made in a letter from the filing
persons, dated March 18, 2005, on EDGAR as CORRESPONDENCE.
2. Please tell us your plans for extending the offers and disseminating
the revised information.
RESPONSE: AIMCO OP has extended the expiration date for each of the
offers to May 31, 2005 and has filed an amendment to the Schedule TO
for each of the partnerships that includes as exhibits the Amended and
Restated Offer to Purchase and the Amended and Restated Letter of
Transmittal, reflecting the changes in response to the Staff's comment
letters dated March 3, 2005 and March 25, 2005. Upon completion of the
Staff's review, AIMCO OP intends to disseminate revised offering
materials for each of the partnerships.
OFFER TO PURCHASE UNITS OF NATIONAL PROPERTY INVESTORS III
Valuation of Units
3. We note your response to comment 11. We do not agree with your analysis
that the information was not material. Note that revised disclosure in
your current offers does not cure any past deficiency. In addition, we
note that, in the offer for units of National Property Investors, you
estimate the gross property value of the Pinetree Apartments at
$5,376,146; however, the revised disclosure indicates that Pinetree
Apartments is being held out for sale for $5,100,000. Please tell us
why this difference exists.
In addition, the revised disclosure states that the general partner has
committed to sell this property within one year. Please provide us
additional information about this commitment. For example, tell us with
whom has the general partner made this commitment, why, under what
terms, whether the general partner decided not to follow through on
this commitment, and, if so, under what circumstances. Also, it appears
you should revise the offer to disclose
Securities and Exchange Commission
April 27, 2005
Page 3
the estimated distribution that would be made to holders of limited
partnership interests, on a per unit basis, were this property sold at
the price it is listed for sale.
Finally, you state that all current offers have been revised to
disclose any properties currently being held out for sale. Confirm that
you have provided all disclosure regarding your plans, as required by
Item 1006. Also, confirm that you have provided us marked pages of each
such revised disclosure.
RESPONSE: AIMCO OP notes the Staff's disagreement with its materiality
analysis in response to comment 11, and supplementally advises the
Staff that the failure to disclose the pending sales in the prior
tender offers appears to have been an oversight by some former
employees, based upon our discussions with them.
In response to the Staff's comments regarding Pinetree Apartments,
AIMCO OP would like to correct its previous supplemental response that
Pinetree Apartments has been listed for sale for $5,100,000. Although
this property is currently listed for sale, there is no listing or
asking price. We have revised the disclosure for NPI III to disclose
the current status of the potential sale of this property and to refer
to the general partner's "intention" rather than "commitment" to sell
it within one year.
In addition, AIMCO OP supplementally advises the Staff that the general
partners of Century Properties Fund XIX ("CPF XIX") and Century
Properties Growth Fund XXII ("CPGF XXII") have listed for sale (with no
specified price) Misty Woods Apartments and Four Winds Apartments,
respectively. We have revised the disclosure for CPF XIX and CPGF XXII
to disclose the current status of these potential sales. We have also
revised the disclosure for the following partnerships and properties to
disclose the general partner's current intention regarding such
properties: (1) CPF XIX - Sands Point Apartments; (2) CPGF XXII -
Promontory Point and Wood Creek Apartments; and (3) Davidson Income
Real Estate, L.P. ("DIRE") - Lakeside Apartments.
AIMCO OP confirms that it has provided all disclosure regarding its
plans as required by Item 1006(c) of Regulation M-A, and that it has
supplementally provided a blackline copy of the changed pages under
"Special Factors - Future Plans of the Purchaser" and "The Offer -
Section 8. Certain Information Concerning Your Partnership - Investment
Objectives and Policies; Sale or Financing of Investments" of the Offer
to Purchase for each of CPF XIX, CPGF XXII, DIRE, and NPI III, which
has been marked to show such revised disclosure against the version
previously filed. In addition, we have made corresponding revisions to
the disclosure under "Risk Factors" and "Special Factors - Valuation of
Units," which are reflected in the Amended and Restated Offer to
Purchase for each of CPF XIX, CPGF XXII, DIRE, and NPI III.
Background and Reasons for the Offer
4. We note your response to comment 14. What consideration have you given
to disclosing the number of prior tender offers you have conducted for
the units of the same partnership?
Securities and Exchange Commission
April 27, 2005
Page 4
RESPONSE: We note the Staff's comment and have revised the disclosure
to disclose the number of prior tender offers AIMCO OP has conducted
for the units of the same partnership.
5. We note your response to comment 16. It appears you should revise the
response to Item 1002(f) and Item 1014 of Regulation M-A to disclose
and address the purchase price paid to unit holders for the 86 units
you have purchased since your last tender offer.
RESPONSE: We have revised the disclosure in response to this comment.
Position of the General Partner of Your Partnership with Respect to the Offer
6. We note the response to comment 18. You cite the fact that this offer
is higher than your prior tender offers as a positive factor. It
appears that you should revise this factor to briefly discuss the fact
that your most recent prior offer did not take into account the fact
that the general partner was in the process of selling one partnership
property, and, as you disclose, if you had based [y]our offer price on
the actual sale price of Summerwalk Apartments instead of [y]our
estimate of its gross property value, [you] estimate that [y]our offer
price would have been, $245.36, which is 59.4% higher than [y]our prior
offer price of $153.85.
RESPONSE: We have revised the disclosure in response to this comment.
Source of Funds
7. We note the revised disclosure in response to comment 23, that you
intend to acquire additional units in 8 other partnerships by tender
offer and in 7 other partnerships by merger. Identify the partnerships
involved in the merger transactions, the timing for the merger
transactions and whether these transactions are also Rule 13e-3
transactions.
RESPONSE: We supplementally advise the Staff that the seven
partnerships involved in the mergers are Beach-Oxford Associates
Limited Partnership, Lake Ridge-Oxford Associates Limited Partnership,
Nashua-Oxford-Bay Associates Limited Partnership, Newport-Oxford
Associates Limited Partnership, Oxford-Columbia Associates, Minneapolis
Associates Limited Partnership, and Minneapolis Associates II Limited
Partnership. None of these partnerships are subject to the reporting
requirements under the Securities Exchange Act of 1934 and, therefore,
the mergers are not Rule 13e-3 transactions. Information statements
regarding the mergers were mailed to limited partners on or about March
11, 2005. AIMCO OP has completed five of the merger transactions and
expects to complete the remaining two merger transactions by the end of
May 2005, subject to obtaining the requisite consents.
Letter of Transmittal
8. We note your response to comment 24 and will examine the letter of
transmittal when it is provided.
Securities and Exchange Commission
April 27, 2005
Page 5
RESPONSE: We note the Staff's comment 24 and have supplementally
provided a copy of the Amended and Restated Letter of Transmittal for
NPI III, marked to show changes. In addition, an amendment to the
Schedule TO for each of the partnerships has been filed that includes
an Amended and Restated Letter of Transmittal.
Schedule TO-T/13E-3 filed with respect to Century Properties Growth Fund XXII
and XIX
9. We note your response to comment 27. Revise the Schedule TO-T/13E-3 and
the disclosure document to provide the information in your supplemental
response.
RESPONSE: The Schedule TO and Offer to Purchase for each of CPF XIX and
CPGF XXII have been revised and filed with the Commission.
10. It appears you should revise the offer, and particularly the fairness
determination, to address the tender offer that commenced March 24,
2005 for interests in Century Property Growth Fund XIX at $300 per
unit.
RESPONSE: We supplementally advise the Staff that AIMCO OP has
increased its offer price for interests in CPF XIX to $300 per unit. In
addition, AIMCO OP supplementally advises the Staff that it has learned
of a "mini-tender offer" by the same offeror for interests in CPF XV
for $99 per unit in cash commenced on February 25, 2005 and a
"mini-tender offer" by CMG Partners, LLC for interests in Davidson
Growth Plus, L.P. ("DGP") for $190 per unit in cash commenced in April
2005. AIMCO OP has increased its offer price for interests in CPF XV to
$99 per unit. AIMCO OP has issued a press release and mailed a letter
to limited partners of CPF XIX and CPF V announcing the increase in its
offer price, and has also filed an amendment to the Schedule TO for
each of CPF XIX and CPF XV that includes as exhibits the press release
and letter to limited partners. In addition, AIMCO OP has revised the
disclosure for DGP to address the "mini-tender offer" by CMG Partners,
LLC.
In addition, we supplementally advise the Staff that, in connection
with the refinancing of certain properties of CPF XIX and DIRE in 2003, the
lenders obtained appraisals from an independent appraiser with respect to such
properties, copies of which were provided to AIMCO OP. AIMCO OP is in the
process of obtaining the requisite consents to disclosure and filing of the
appraisals. Upon obtaining such consents, AIMCO OP intends to file an amendment
to the applicable Schedule TO to provide disclosure consistent with the
requirements of Item 1015 of Regulation M-A. AIMCO OP has revised the Offer to
Purchase for each of CPF XIX and DIRE, however, to disclose the existence of the
appraisals, the date of the appraisals and the appraised value for the
properties.
Securities and Exchange Commission
April 27, 2005
Page 6
We would appreciate your prompt attention to this letter. Please do not
hesitate to contact the undersigned at (213) 687-5527 or Jonathan Friedman at
(213) 687-5396 if you have any questions or comments regarding this letter or
the revised Schedule TOs.
Very truly yours,
/s/ Jonathan Ko
Jonathan Ko
cc: Daniel L. Jablonsky, Esq. - Securities and Exchange Commission,
Division of Enforcement
Martha Long - Apartment Investment and Management Company
Miles Cortez, Esq. - Apartment Investment and Management Company
Joseph Coco, Esq. - Skadden, Arps, Slate, Meagher & Flom LLP
Jonathan Friedman, Esq. - Skadden, Arps, Slate, Meagher & Flom LLP