SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO/A
(AMENDMENT NO. 7)
(FINAL AMENDMENT)
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
Fox Strategic Housing Income Partners
- --------------------------------------------------------------------------------
(Name of Subject Company (Issuer))
AIMCO Properties, L.P.
Apartment Investment and Management Company
AIMCO-GP, Inc.
Fox Partners VIII
Fox Capital Management Corporation
- --------------------------------------------------------------------------------
(Names of Filing Persons (Offerors))
Limited Partnership Units
- --------------------------------------------------------------------------------
(Title of Class of Securities)
None
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(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
[X] 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]
2
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: AIMCO PROPERTIES, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
84-1275721
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e))
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
12,826 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
12,826 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,826 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 49.12%
14. TYPE OF REPORTING PERSON
PN
3
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: AIMCO-GP, INC.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e))
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
12,826 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
12,826 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,826 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 49.12%
14. TYPE OF REPORTING PERSON
CO
4
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: APARTMENT INVESTMENT AND MANAGEMENT COMPANY
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
84-1259577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e))
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
12,826 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
12,826 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,826 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 49.12%
14. TYPE OF REPORTING PERSON
CO
5
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: AIMCO IPLP, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e))
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
213 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
213 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 0.82%
14. TYPE OF REPORTING PERSON
PN
6
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: AIMCO/IPT, INC.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e))
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
213 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
213 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 0.82%
14. TYPE OF REPORTING PERSON
CO
7
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: IPLP ACQUISITION I, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e))
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
3,919 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
3,919 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,919 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 15.01%
14. TYPE OF REPORTING PERSON
OO
8
AMENDMENT NO. 7 TO SCHEDULE TO/AMENDMENT NO. 12 TO SCHEDULE 13D
This Statement constitutes (a) Amendment No. 7 to 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, Amendment No. 5 filed on June
7, 2005, and Amendment No. 6 filed on June 21, 2005 (the "Schedule TO"), filed
by AIMCO Properties, L.P., AIMCO-GP, Inc., Apartment Investment and Management
Company, Fox Partners VIII and Fox Capital Management Corporation relating 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 Amended and
Restated Offer to Purchase dated June 6, 2005 (as amended or supplemented from
time to time, the "Offer to Purchase") and in the related Amended and Restated
Letter of Transmittal (as amended or supplemented from time to time, the "Letter
of Transmittal" and, together with the Offer to Purchase, the "Offer"); and (b)
Amendment No. 12 to the Schedule 13D filed by AIMCO Properties, L.P., Apartment
Investment and Management Company, AIMCO-GP, Inc., AIMCO IPLP, L.P., AIMCO/IPT,
Inc. and IPLP Acquisition I, L.L.C. (the "Schedule 13D"). 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 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 8 of the Schedule TO is amended and supplemented as follows:
At midnight, New York City time, on June 27, 2005, the Offer expired
pursuant to its terms. A total of 1,157 units, representing approximately 4.43%
of the outstanding units, were validly tendered and not withdrawn pursuant to
the Offer. AIMCO Properties, L.P. has accepted for payment all of those Units.
9
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: July 12, 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
AIMCO IPLP, L.P.
By: AIMCO/IPT, INC.
Its General Partner
By: /s/ Martha L. Long
------------------------------
Martha L. Long
Senior Vice President
AIMCO/IPT INC.
By: /s/ Martha L. Long
------------------------------
Martha L. Long
Senior Vice President
IPLP ACQUISITION I, L.L.C.
By: /s/ Martha L. Long
------------------------------
Martha L. Long
Senior Vice President
10