SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO/A
(AMENDMENT NO. 6)
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
---------------------- --------------------
$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. 6 TO SCHEDULE TO
This Amendment No. 6 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, Amendment
No. 2 filed on March 28, 2005, Amendment No. 3 filed on April 27, 2005,
Amendment No. 4 filed on May 31, 2005 and Amendment No. 5 filed on June 7, 2005
(as amended, the "Schedule TO"). This Amendment No. 6 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.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4(a) of the Schedule TO is amended and supplemented as follows:
The following chart under "Special Factors - Valuation of Units -
Comparison of Offer Price to Alternative Consideration" is amended and restated
as follows:
<Table>
Cash offer price ................................................. $ 161.34
Alternatives
Highest cash tender offer price (2002-May 2005) ................ $ 200.00
Highest price on secondary market (2002-May 2005) .............. $ 200.00
Estimated liquidation proceeds (based on appraised value) ...... $ 161.34
</Table>
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 13 of the Schedule TO is amended and supplemented as follows:
ITEM 8. FAIRNESS OF THE TRANSACTION.
Item 8(a)-(f) of the Schedule 13E-3 is amended and supplemented as
follows:
(1) The second bullet point of the fifth paragraph under "Special
Factors - Position of the General Partner of Your Partnership With Respect
to the Offer" is amended by deleting the following at the beginning
thereof:
"although our offer price exceeds the offer prices in prior tender
offers from 2002 through May 2005,"
(2) The fifth paragraph under "Special Factors - Position of the
General Partner of Your Partnership With Respect to the Offer" is amended
and supplemented by adding the following bullet point between the third
and fourth bullet points of that paragraph:
"o the offer prices in two third-party tender offers in
2002 and one third-party tender offer in 2004 were
higher than our offer price;"
(3) "Special Factors - Position of the General Partner of Your
Partnership With Respect to the Offer" is amended and supplemented by
adding the following paragraph between the eighth and ninth paragraphs of
that section:
"The general partner believes the offer price is fair despite
the fact that some prior tender offer prices were higher than
our current offer price because the facts and circumstances
that affect pricing have changed over time. For example, the
partnership no longer owns one of the two properties that it
owned at the time of some of those prior tender offers."
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
Item 9{a) of the Schedule 13E-3 is amended and supplemented as
follows:
See Item 8 under Item 13 of this Amendment No. 6.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
Item 12(d)-(e) of the Schedule 13E-3 is amended and supplemented as
follows:
See Item 8 under Item 13 of this Amendment No. 6.
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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: June 21, 2005
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
FOX PARTNERS VIII
By: FOX CAPITAL MANAGEMENT CORPORATION
Its General Partner
By: /s/ Martha L. Long
------------------------------
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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