SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. ____)
NATIONAL PROPERTY INVESTORS 7
(Name of the Issuer)
NATIONAL PROPERTY INVESTORS 7
NPI EQUITY INVESTMENTS, INC.
AIMCO/IPT, INC.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
SH PARTNERS, L.P.
AIMCO SH, L.P.
AIMCO SH, L.L.C.
AIMCO PROPERTIES, L.P.
AIMCO-GP, INC.
(Names of Person(s) Filing Statement)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
MARTHA L. LONG
55 BEATTIE PLACE
P.O. 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 the Person(s) Filing Statement)
COPIES TO:
JONATHAN L. FRIEDMAN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
AND
JOSEPH A. COCO
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
(212) 735-3000
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: []
CALCULATION OF FILING FEE
<Table>
<Caption>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$7,750,000 $829.25
</Table>
* $7,750,000 is the gross purchase price for the property to be sold. Based on
the current fee rate of $107 per million, the fee is $829.25.
[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.
<Table>
Amount Previously Paid: $829.25 Filing Party: National Property Investors 7
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Form or Registration No. Schedule 14A Date Filed: February 3, 2006
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</Table>
INTRODUCTION
This Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") is
being filed with the Securities and Exchange Commission (the "SEC") in
connection with the filing by National Property Investors 7, a California
limited partnership (the "Partnership"), of a preliminary consent solicitation
statement on Schedule 14A (the "Solicitation Statement") pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The information contained in the Solicitation Statement, including all annexes
thereto, is expressly incorporated herein by reference and the responses to each
item of this Schedule 13E-3 are qualified in their entirety by reference to the
information contained in the Solicitation Statement. As of the date hereof, the
Solicitation Statement is in preliminary form and is subject to completion or
amendment. This Schedule 13E-3 will be amended to reflect such completion or
amendment of the Solicitation Statement. Capitalized terms used and not
otherwise defined herein have the meanings ascribed to such terms in the
Solicitation Statement. All parenthetical references under the various items in
this Schedule 13E-3 are references to the corresponding items contained in
Regulation M-A under the Exchange Act.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Solicitation Statement under "SUMMARY
TERM SHEET" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is National Property Investors 7, a
California limited partnership. The Partnership's principal executive offices
are located at 55 Beattie Place, Post Office Box 1089, Greenville, South
Carolina 29602, and its telephone number is (864) 239-1000.
(b) This Schedule 13E-3 relates to the units of limited partnership
interest of National Property Investors 7, of which 60,517 units were issued and
outstanding as of February 1, 2006.
(c) There is no established trading market for the limited partnership
units.
(d) The information set forth in the Solicitation Statement under
"CERTAIN FINANCIAL INFORMATION" is hereby incorporated by reference.
(e) Not applicable.
(f) The information set forth in the Solicitation Statement under "PAST
CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS" is incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a)-(c) The information set forth in Item 2(a) above is incorporated
herein by reference. This Schedule 13E-3 is being filed by the Partnership, SH
Partners, L.P., a Delaware limited partnership ("SH Partners"), Apartment
Investment and Management Company, a Maryland corporation ("AIMCO"), AIMCO/IPT,
Inc., a Delaware corporation ("AIMCO/IPT"), AIMCO Properties, L.P., a Delaware
limited partnership ("AIMCO OP"), AIMCO-GP, Inc., a Delaware corporation
("AIMCO-GP"), NPI Equity Investments, Inc., a Florida corporation ("NPI
Equity"), AIMCO SH, L.L.C., a Delaware limited liability company ("AIMCO SH
GP"), AIMCO SH, L.P., a Delaware limited partnership ("AIMCO LP," and together
with AIMCO, AIMCO/IPT, AIMCO OP, AIMCO-GP, NPI Equity, SH Partners and AIMCO SH
GP, the "Aimco Entities"). The information set forth in the Solicitation
Statement under "DESCRIPTION OF THE TRANSACTION -- Aimco" is incorporated herein
by reference.
The principal business of the Partnership, SH Partners and the Aimco
Entities is the ownership and management of multi-family apartment properties.
The business address of the Partnership and NPI Equity is 55 Beattie Place, P.O.
Box 1089, Greenville, South Carolina 29602, and their telephone number is (864)
239-1000. The business address of SH Partners, AIMCO, AIMCO-GP, AIMCO OP, AIMCO
SH GP, AIMCO LP and AIMCO/IPT is 4582 Ulster Street Parkway, Suite 1100, Denver,
Colorado 80237, and their telephone number is (303) 757-8101.
The information set forth in Annex II of the Solicitation Statement is
incorporated herein by reference.
During the last five years, none of the Partnership, SH Partners nor
any of the Aimco Entities nor, to the best of their knowledge, any of the
persons listed in Annex II to the Solicitation Statement (i) has been convicted
in a criminal proceeding
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(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 Solicitation Statement under
"SUMMARY TERM SHEET," "DESCRIPTION OF THE TRANSACTION," "GENERAL PARTNER'S
ANALYSIS," "CERTAIN INTERESTED PARTIES," "THE CONSENT SOLICITATION" and "CERTAIN
UNITED STATES INCOME TAX CONSEQUENCES" is incorporated herein by reference.
(c) The information set forth in the Solicitation Statement under
"DESCRIPTION OF THE TRANSACTION -- The Purchaser," "CERTAIN INTERESTED PARTIES,"
"PURCHASE AND SALE AGREEMENT -- Purchase Price" and "CERTAIN UNITED STATES
INCOME TAX CONSEQUENCES" is incorporated herein by reference.
(d) The information set forth in the Solicitation Statement under
"DESCRIPTION OF THE TRANSACTION -- Appraisal Rights" is incorporated herein by
reference.
(e) The information set forth in the Solicitation Statement under
"DESCRIPTION OF THE TRANSACTION -- Provisions for Unaffiliated Securityholders"
is incorporated herein by reference.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a)-(c) The information set forth in the Solicitation Statement under
"PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS" is incorporated
herein by reference.
(e) Not applicable.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) Not applicable.
(c)(1)-(8) The information set forth in the Solicitation Statement
under "SUMMARY TERM SHEET" and "DESCRIPTION OF THE TRANSACTION" is incorporated
herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in the Solicitation Statement under
"SUMMARY TERM SHEET," "DESCRIPTION OF THE TRANSACTION," "THE CONSENT
SOLICITATION" and "PURCHASE AND SALE AGREEMENT" is incorporated herein by
reference.
(b) Not applicable.
(c) The information set forth in the Solicitation Statement under
"SUMMARY TERM SHEET," "DESCRIPTION OF THE TRANSACTION" and "GENERAL PARTNER'S
ANALYSIS" is incorporated herein by reference.
(d) The information set forth in the Solicitation Statement under
"SUMMARY TERM SHEET," "DESCRIPTION OF THE TRANSACTION," "CERTAIN INTERESTED
PARTIES," "GENERAL PARTNER'S ANALYSIS," "PURCHASE AND SALE AGREEMENT" and
"CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES" is incorporated herein
by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The information set forth in the Solicitation Statement under
"GENERAL PARTNER'S ANALYSIS" is incorporated herein by reference.
2
(c) The information set forth in the Solicitation Statement under
"SUMMARY TERM SHEET," "DESCRIPTION OF THE TRANSACTION," "GENERAL PARTNER'S
ANALYSIS" and "THE CONSENT SOLICITATION" is incorporated herein by reference.
(d) The information set forth in the Solicitation Statement under
"GENERAL PARTNER'S ANALYSIS--Fairness of the Transaction" is incorporated herein
by reference.
(e) The information set forth in the Solicitation Statement under
"GENERAL PARTNER'S ANALYSIS--Fairness of the Transaction" is incorporated herein
by reference.
(f) The information set forth in the Solicitation Statement under
"GENERAL PARTNER'S ANALYSIS--Fairness of the Transaction" is incorporated herein
by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a)-(c) The information set forth in the Solicitation Statement under
"SUMMARY OF 2003 INDEPENDENT APPRAISAL" is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(c) The information set forth in the Solicitation Statement under
"DESCRIPTION OF THE TRANSACTION--Estimated Distribution to Limited Partners" and
"FEES AND EXPENSES" is incorporated herein by reference.
(d) Not applicable.
ITEM 11. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the Solicitation Statement under
"DESCRIPTION OF THE TRANSACTION--Aimco" and "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by reference.
(b) Not applicable.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d)-(e) The information set forth in the Solicitation Statement under
"GENERAL PARTNER'S ANALYSIS" and "THE CONSENT SOLICITATION" is incorporated
herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) Part I, Item 7 of the Partnership's Annual Report on Form 10-KSB
for the year ended December 31, 2004 and Part I, Item 1 of the Partnership's
Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2005, June 30,
2005 and September 30, 2005 are incorporated herein by reference. The
information set forth in the Solicitation Statement under "GENERAL PARTNER'S
ANALYSIS-Fairness of the Transaction" and "CERTAIN FINANCIAL INFORMATION" is
incorporated herein by reference.
(b) Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a)-(b) The information set forth in the Solicitation Statement under
"THE CONSENT SOLICITATION -- Solicitation of Consents" is incorporated herein by
reference.
ITEM 15. ADDITIONAL INFORMATION.
The information contained in the Solicitation Statement, including all
annexes attached thereto, is incorporated herein by reference.
3
ITEM 16. EXHIBITS.
(a) Preliminary Consent Solicitation Statement of the Partnership
(incorporated herein by reference to the Partnership's
Schedule 14A filed with the Securities and Exchange Commission
on February 3, 2006).
(b) Not applicable.
(c) Appraisal of Fairway View II Apartments (incorporated herein
by reference to Exhibit (c)(1) to the Tender Offer Statement
on Schedule TO filed by AIMCO Properties, L.P., Apartment
Investment and Management Company, AIMCO-GP, Inc. and NPI
Equity Investments, Inc. with the Securities and Exchange
Commission on June 14, 2004).
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 3, 2006
NATIONAL PROPERTY INVESTORS 7
By: NPI EQUITY INVESTMENTS, INC.,
its Managing General Partner
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
NPI EQUITY INVESTMENTS, INC.
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
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
SH PARTNERS, L.P.
By: AIMCO SH, L.P.,
a Delaware limited partnership,
its general partner
By: AIMCO SH, L.L.C.,
a Delaware limited liability company,
its general partner
By: AIMCO PROPERTIES, L.P.,
a Delaware limited partnership,
its sole member
By: AIMCO-GP, INC.,
a Delaware corporation,
its general partner
By: /s/ Martha L. Long
----------------------
Martha L. Long
Senior Vice President
AIMCO SH, L.P.
By: AIMCO SH, L.L.C.,
a Delaware limited liability company,
its general partner
By: AIMCO PROPERTIES, L.P.,
a Delaware limited partnership,
its sole member
By: AIMCO-GP, INC.,
a Delaware corporation,
its general partner
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
AIMCO SH, L.L.C.,
By: AIMCO PROPERTIES, L.P.,
a Delaware limited partnership,
its sole member
By: AIMCO-GP, INC.,
a Delaware corporation,
its general partner
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.,
a Delaware corporation,
its general partner
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
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a) Preliminary Consent Solicitation Statement of the Partnership
(incorporated herein by reference to the Partnership's
Schedule 14A filed with the Securities and Exchange Commission
on February 3, 2006).
(b) Not applicable.
(c) Appraisal of Fairway View II Apartments (incorporated herein
by reference to Exhibit (c)(1) to the Tender Offer Statement
on Schedule TO filed by AIMCO Properties, L.P., Apartment
Investment and Management Company, AIMCO-GP, Inc. and NPI
Equity Investments, Inc. with the Securities and Exchange
Commission on June 14, 2004).
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
</Table>