<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
Drexel Burnham Lambert Real Estate Associates II
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(Name of Subject Company (Issuer)
AIMCO Properties, L.P. -- Offeror
--------------------------------------------
(Names of Filing Persons (Identifying Status
as Offeror, Issuer or Other Person))
Limited Partnership Units
---------------------------
(Title of Class Securities)
None
----------------------------------
(CUSIP Number of Class Securities)
Patrick J. Foye
Executive Vice President
Apartment Investment And Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8081
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Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy To:
Gregory M. Chait
Katherine M. Koops
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., Sixteenth Floor
Atlanta, Georgia 30303
(404) 572-6600
Calculation of Filing Fee
<TABLE>
<CAPTION>
Transaction valuation* Amount of filing fee
---------------------- --------------------
<S> <C>
$1,538,376 $ 308
</TABLE>
* For purposes of calculating the fee only. This amount assumes the purchase
of 25,178 units of limited partnership interest of the subject partnership
for $61.10 per unit. The amount of the filing fee equals 1/50th of one
percent of the aggregate of the cash offered by the bidder.
[ ] 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: $ Filing Party:
Form or Registration No.: Date Filed:
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[ ] 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:
<TABLE>
<S> <C>
[X] third-party tender offer subject to Rule 14d-1 [ ] going-private transaction subject to Rule 13e-3
[ ] issuer tender offer subject to Rule 13e-4 [X] amendment to Schedule 13D under Rule 13d-2
</TABLE>
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
<PAGE> 2
CUSIP No. NONE
1. NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
AIMCO PROPERTIES, L.P.
84-1275721
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED DISPOSITIVE POWER
7,095
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
7,095
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,095
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 18.84%
11. TYPE OF REPORTING PERSON
PN
<PAGE> 3
CUSIP No. NONE
1. NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
AIMCO-GP, INC.
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
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
7,095
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
7,095
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,095
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 18.84%
11. TYPE OF REPORTING PERSON
CO
<PAGE> 4
CUSIP No. NONE
1. NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
84-129577
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
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
8,005
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
8,005
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,005
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 18.9%
11. TYPE OF REPORTING PERSON
CO
<PAGE> 5
1. NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
INSIGNIA PROPERTIES, L.P.
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
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
10
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
10
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Less than 1%
11. TYPE OF REPORTING PERSON
PN
<PAGE> 6
TENDER OFFER STATEMENT/ AMENDMENT NO. 3 TO SCHEDULE 13D
This Tender Offer Statement on Schedule TO relates to the tender offer by
AIMCO Properties, L.P., a Delaware limited partnership, to purchase all of the
outstanding units, or such lesser number of units as are properly tendered, of
limited partnership interest of Drexel Burnham Lambert Real Estate Associates
II, a New York limited partnership (the "Partnership"), at a price of $61.10 per
unit, subject to the conditions set forth in the Offer to Purchase dated
November 30, 2000, and in the related Letter of Transmittal and Acknowledgment
and Agreement, which, as amended and supplemented from time to time, together
constitute the tender offer. Copies of the Offer to Purchase, Letter of
Transmittal and Acknowledgment and Agreement are filed with this Schedule TO as
Exhibits 1, 2 and 3, respectively. In addition, because AIMCO Properties, L.P.
is an affiliate of the Partnership, this Schedule TO is intended to satisfy the
reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of
1934, as amended. It also serves as Amendment No. 3 to the Schedule 13D filed by
AIMCO Properties, L.P. and certain of its affiliates.
The information in Exhibits 1-3, 5(a)-(c) and 6, respectively, is
incorporated in this Schedule TO by reference in answer to items 1 through 11 of
Schedule TO and in response to Items 1 through 7 of Schedule 13D.
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Item 12. Exhibits.
1 Offer to Purchase, dated November 30, 2000.
2 Letter of Transmittal and related Instructions (included as Annex
II to the Offer to Purchase attached as Exhibit (a)(1)).
3 Acknowledgement and Agreement dated November 30, 2000.
4 Letter, dated November 30, 2000, from AIMCO Properties, L.P. to
the limited partners of the Partnership.
5(a) Credit Agreement (Secured Revolving Credit Facility), dated as of
August 16, 1999, among AIMCO Properties, L.P., Bank of America,
Bank Boston, N.A., and First Union National Bank. (Exhibit 10.1
to AIMCO's Current Report on Form 8-K, dated August 16, 1999 is
incorporated herein by this reference.)
5(b) Amended and Restated Credit Agreement, dated as of March 15,
2000, among AIMCO Properties, L.P., Bank of America, Bank Boston,
N.A., and First Union National Bank. (Exhibit 10.20 to AIMCO
Properties, L.P.'s Annual Report on Form 10-K for the year ended
December 31, 1999 is incorporated herein by this reference.)
5(c) First Amendment to $345,000,000 Amended and Restated Credit
Agreement, dated as of April 14, 2000, among AIMCO Properties,
L.P., Bank of America, as Administrative Agent, and U.S. Bank
National Association, as Lender. (Exhibit 10.4 to AIMCO's Current
Report on Form 10-Q for quarter ended March 31, 2000 is
incorporated herein by this reference.)
6 Agreement of Joint Filing, dated November 30, 2000, among AIMCO,
AIMCO-GP, AIMCO Properties, L.P. and Insignia Properties, L.P.
<PAGE> 7
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 November 30, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/Patrick J. Foye
------------------------
Executive Vice President
AIMCO-GP, INC.
By: /s/Patrick J. Foye
------------------------
Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/Patrick J. Foye
------------------------
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, INC.
(General Partner)
By: /s/Patrick J. Foye
------------------------
Executive Vice President
<PAGE> 8
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
1 Offer to Purchase, dated November 30, 2000.
2 Letter of Transmittal and related Instructions (included as
Annex II to the Offer to Purchase attached as Exhibit (a)(1)).
3 Acknowledgement and Agreement dated November 30, 2000.
4 Letter, dated November 30, 2000, from AIMCO Properties, L.P.
to the limited partners of the Partnership.
5(a) Credit Agreement (Secured Revolving Credit Facility), dated as
of August 16, 1999, among AIMCO Properties, L.P., Bank of
America, Bank Boston, N.A., and First Union National Bank.
(Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated
August 16, 1999 is incorporated herein by this reference.)
5(b) Amended and Restated Credit Agreement, dated as of March 15,
2000, among AIMCO Properties, L.P., Bank of America, Bank
Boston, N.A., and First Union National Bank. (Exhibit 10.20 to
AIMCO Properties, L.P.'s Annual Report on Form 10-K for the
year ended December 31, 1999 is incorporated herein by this
reference.)
5(c) First Amendment to $345,000,000 Amended and Restated Credit
Agreement, dated as of April 14, 2000, among AIMCO Properties,
L.P., Bank of America, as Administrative Agent, and U.S. Bank
National Association, as Lender. (Exhibit 10.4 to AIMCO's
Current Report on Form 10-Q for quarter ended March 31, 2000
is incorporated herein by this reference.)
6 Agreement of Joint Filing, dated November 30, 2000, among
AIMCO, AIMCO-GP, AIMCO Properties, L.P. and Insignia
Properties, L.P.
</TABLE>
