<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(AMENDMENT NO. 5)
(FINAL AMENDMENT)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 23)
Shelter Properties VI Limited Partnership
-----------------------------------------
(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
Apartment Investment And Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8101
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy To:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
<PAGE> 2
Calculation of Filing Fee
<TABLE>
<CAPTION>
Transaction valuation* Amount of filing fee
---------------------- --------------------
<S> <C>
$9,548,973 $1,909.79
</TABLE>
* For purposes of calculating the fee only. This amount assumes the
purchase of 17,983 units of limited partnership interest of the subject
partnership for $531 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 1/50th of one
percent of the aggregate of the 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: $1,909.79 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO Date Filed: July 26, 2000
----------
[ ] 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
[ ] 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
<PAGE> 3
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
10,914 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
10,914 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,914 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 25.79%
14. TYPE OF REPORTING PERSON
PN
3
<PAGE> 4
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
10,914 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
10,914 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,914 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 25.79%
14. TYPE OF REPORTING PERSON
CO
4
<PAGE> 5
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
25,825 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
25,825 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
25,825 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 61.01%
14. TYPE OF REPORTING PERSON
CO
5
<PAGE> 6
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
14,911 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
14,911 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,911 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 35.23%
14. TYPE OF REPORTING PERSON
PN
6
<PAGE> 7
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO/IPT, 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
14,911 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
14,911 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,911 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 35.23%
14. TYPE OF REPORTING PERSON
CO
7
<PAGE> 8
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
COOPER RIVER PROPERTIES, L.L.C.
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
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
3,364 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
3,364 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,364 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 7.95%
14. TYPE OF REPORTING PERSON
OO
8
<PAGE> 9
AMENDMENT NO. 5 TO TENDER OFFER STATEMENT/
AMENDMENT NO. 23 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No. 5 to the
Tender Offer Statement on Schedule TO of AIMCO Properties, L.P. (the "AIMCO
OP"), relating to an offer to purchase units of limited partnership interest
("Units") of Shelter Properties VI Limited Partner ship (the "Partnership"); and
(b) Amendment No. 23 to the Schedule 13D (the "Schedule 13D") originally filed
with the Securities and Exchange Commission (the "Commission") on May 31, 1995,
by SP I Acquisition, L.L.C., ("SP I Acquisition") and Insignia Financial Group,
Inc. ("Insignia"), as amended by (i) Amendment No. 1, filed with the Commission
on June 14, 1995, by SP I Acquisition and Insignia; (ii) Amendment No. 2, filed
with the Commission on June 21, 1995, by SP VI Acquisition, L.L.C. ("SP VI
Acquisition") and Insignia; (iii) Amendment No. 3, filed with the Commission on
July 3, 1995, by SP VI Acquisition and Insignia; (iv) Amendment No. 4, filed
with the Commission on November 27, 1995, by SP VI Acquisition and Insignia; (v)
Amendment No. 5, filed with the Commission on April 25, 1997, by Insignia,
Insignia Proper ties, L.P. ("IPLP"), Insignia Properties Trust ("IPT") and SP VI
Acquisition; (vi) Amendment No. 6, filed with the Commission on June 20, 1997,
by IPLP, IPT and Insignia; (vii) Amendment No. 7, filed with the Commission on
July 21, 1998, by Cooper River Properties, L.L.C. ("Cooper River"), Insignia,
IPLP, IPT and Andrew L. Farkas; (viii) Amendment No. 8, filed with the
Commission on August 18, 1998, by Cooper River, IPLP, IPT, Insignia and Andrew
L. Farkas; (ix) Amendment No. 9, filed with the Commission on August 24, 1998,
by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas; (x) Amendment No. 10,
filed with the Commission on September 24, 1998, by Cooper River, IPLP, IPT and
Andrew L. Farkas; (xi) Amendment No. 11, filed with the Commission on October
26, 1998, by Cooper River, IPLP, IPT, AIMCO OP, AIMCO-GP, Inc. ("AIMCO-GP") and
Apartment Investment and Management Company ("AIMCO"); (xii) Amendment No. 12,
filed with the Commission on November 17, 1999, by Cooper River, AIMCO/IPT, Inc.
("AIMCO/IPT"), IPLP, AIMCO OP, AIMCO-GP and AIMCO; (xiii) Amendment No. 13,
filed with the Commission on July 1, 1999, by Cooper River, AIMCO/IPT, IPLP,
AIMCO-OP, AIMCO-GP and AIMCO; (xiv) Amendment No. 14, filed with the Commission
on August 6, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and
AIMCO; (xv) Amendment No. 15, filed with the Commission on November 17, 1999, by
Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO; (xvi) Amendment No.
16, dated December 16, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO. AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xvii)
Amendment No. 17, dated January 10, 2000, by Cooper River, AIMCO/IPT, IPLP,
AIMCO OP, AIMCO-GP and AIMCO, (xviii) Amendment No. 18, dated July 24, 2000, by
Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xix) Amendment No.
19, dated August 9, 2000, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP
and AIMCO, (xx) Amendment No. 20, dated August 22, 2000, by Cooper River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xxi) Amendment No. 21, dated
September 1, 2000, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and
AIMCO and (xxii) Amendment No. 22, dated September 18, 2000, by Cooper River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO.
9
<PAGE> 10
----------
Item 8. Interest in Securities of the Subject Company.
At 5:00 p.m., New York time, on Thursday, September 28, 2000, the offer
expired pursuant to its terms. A total of 1,429 Units, representing
approximately 3-4% of the outstanding Units, were validly tendered and not
withdrawn pursuant to the offer. AIMCO OP has accepted for payment all of those
Units at $531 per Unit.
Since July 1, 2000, AIMCO OP has purchased in privately negotiated
transactions or through the facilities of the American Partnership Board, the
following Units in the Partnership:
<TABLE>
<CAPTION>
DATE NUMBER OF UNITS SALE PRICE PER UNIT
---- --------------- -------------------
<S> <C> <C>
7/15 48 $562.86
8/1 8 507.94
9/29 477 (1)
9/29 8 (2)
</TABLE>
In connection with an internal reorganization of certain subsidiaries
of Apartment Investment and Management Company ("AIMCO"), on September 15, 2000:
(i) Cooper River Properties LLC ("Cooper") transferred to NHP
Management Company, a District of Columbia corporation
("NHPMC") all of its interest in the Partnership related to
Fox-Barcelona ("Foxfire").
(ii) Insignia Properties, L.P. ("IPLP") transferred its interest in
the Partnership related to Foxfire to NHPMC.
(iii) Shelter Realty VI Corporation ("Shelter"), a general partner
of the Partnership, transferred its interest in the
Partnership related to Foxfire to NHPMC.
(iv) Cooper, IPLP and Shelter received $689,143, $325,859 and
$51,686 worth of Preferred Stock of NHPMC, which preferred
stock was transferred to AIMCO Properties, L.P. ("AIMCO OP").
AIMCO OP owns a 99% preferred stock interest in NHPMC.
----------
(1) The Units were purchased as part of a group purchase of 23,298.85 units
in various partnerships for an aggregate price of $8,600,000.
(2) The Units were purchased as part of a group purchase of 27,820.20 units
in various partnerships for an aggregate price of $3,700,000.
10
<PAGE> 11
(v) Tebet LLC, a Delaware limited liability company, in which
Terry Considine is the managing member, issued an $24,781
promissory note to NHPMC. Mr. Considine is Chairman of the
Board of Directors and Chief Executive Officer of AIMCO. Tebet
owns a 0.8% common stock interest in NHPMC.
(vi) Peter K. Kompaniez, President of AIMCO, issued a $6,195
promissory note to NHPMC. Mr. Kompaniez owns a 0.2% interest
in NHPMC.
(vii) AIMCO OP contributed certain promissory notes in affiliated
partnership to NHPMC.
11
<PAGE> 12
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: October 18, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
-------------------------
Executive Vice President
COOPER RIVER PROPERTIES, L.L.C.
By: /s/ Patrick J. Foye
-------------------------
Executive Vice President
AIMCO/IPT, INC.
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
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
-------------------------
Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
-------------------------
Executive Vice President
12
