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SUPPLEMENT TO
OFFER TO PURCHASE FOR CASH
AIMCO
AIMCO Properties, L.P.
is offering to purchase any and all units of limited partnership interests in
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
FOR $4,288.00 PER UNIT IN CASH
Upon the terms and subject to the conditions set forth herein, we will accept
any and all units validly tendered in response to our offer. If units are
validly tendered and not properly withdrawn prior to the expiration date and the
purchase of all such units would result in there being less than 320
unitholders, we will purchase only 99% of the total number of units so tendered
by each limited partner.
Our offer price will be reduced for any distributions subsequently made by your
partnership prior to the expiration of our offer.
Our offer and your withdrawal rights will expire at 5:00 P.M., New York City
time, on September 15, 2000, unless we extend the deadline.
You will not pay any partnership transfer fees if you tender your units. You
will pay any other fees and costs, including any transfer taxes.
Our offer is not subject to a minimum number of units being tendered.
SEE "RISK FACTORS" IN THE OFFER TO PURCHASE, DATED JULY 24, 2000, FOR A
DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR
OFFER, INCLUDING THE FOLLOWING:
We determined the offer price of $4,228.00 per unit without
any arms-length negotiations. Accordingly, our offer price may
not reflect the fair market value of your units.
In November 1999, we offered to buy your units for $6,043.06
per unit. Since our last tender offer in November 1999, the
Partnership disposed of certain assets to unaffiliated third
parties for $1,600,000, the proceeds of which were used to pay
down debt of the partnership to third party lenders, and the
Partnership's indebtedness increased approximately $900,000 to
fund rehabilitation costs for Greenspring Manor.
In November 1999, an independent investment banking firm
estimated that the net asset value, going concern value and
liquidation value of your partnership were $6,665, $4,844, and
$5,294 per unit, respectively. Since the date of such
valuations, your partnership has sold one property
for$1,600,000.
(continued on next page)
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If you desire to accept our offer, you should complete and sign the
enclosed letter of transmittal in accordance with the instructions thereto and
mail or deliver the signed letter of transmittal and any other required
documents to River Oaks Partnership Services, Inc., which is acting as
Information Agent in connection with our offer, at one of its addresses set
forth on the back cover of this Supplement. QUESTIONS AND REQUESTS FOR
ASSISTANCE OR FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE, THIS SUPPLEMENT OR
THE LETTER OF TRANSMITTAL MAY ALSO BE DIRECTED TO THE INFORMATION AGENT AT (888)
349-2005.
September 1, 2000
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(Continued from prior page)
As of June 30, 1998, your general partner (which is our
subsidiary) estimated the net asset value of your units, to be
$11,182 per unit and, on June 30, 1998, an affiliate of your
general partner estimated the net liquidation value of your
units to be $10,924.92 per unit. In 1999, your partner ship
sold one property for $1,600,000, of which all cash was used
to pay indebtedness.
We are making this offer with a view to making a profit and,
therefore, there is a conflict between our desire to purchase
your units at a low price and your desire to sell your units
at a high price.
Although your partnership's agreement of limited partnership
provides for termination in the year 2008, the prospectus
pursuant to which the units were sold in 1984 indicated that
the properties owned by your partnership might be sold within
3 to 7 years of their acquisition if conditions permitted.
Your general partner and the property manager of the
properties are subsidiaries of ours and, therefore, the
general partner has substantial conflicts of interest with
respect to our offer.
Continuation of your partnership will result in our affiliates
continuing to receive management fees from your partnership.
Such fees would not be payable if your partnership was
liquidated.
It is possible that we may conduct a future offer at a higher
price.
For any units that we acquire from you, you will not receive
any future distributions from operating cash flow of your
partnership or upon a sale or refinancing of property owned by
your partnership.
If we acquire a substantial number of units, we will increase
our ability to influence voting decisions with respect to your
partnership and may control such voting decisions, including
but not limited to the removal of the general partner, most
amendments to the partnership agreement and the sale of all or
substantially all of your partnership's assets.
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INTRODUCTION
On July 24, 2000, we commenced an offer to acquire all of the
outstanding units of your partnership, in exchange for $4,288.00 in cash per
unit, net to the seller, without interest, less the amount of distributions, if
any, made by your partnership in respect of any unit from July 24, 2000 until
the expiration date. If units are validly tendered and not properly withdrawn
prior to the expiration date and the purchase of all such units would result in
there being less than 320 unitholders, we will purchase only 99% of the total
number of units so tendered by each limited partner. Our offer is made upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
July 24, 2000, our prior Supplement, this Supplement and in the accompanying
letter of transmittal.
Our offer terminates at 5:00 p.m., New York City time, on September 15,
2000. If you desire to accept our offer, you must complete and sign the letter
of transmittal in accordance with the instructions contained therein, and
forward or hand deliver the enclosed acknowledgment and agreement, together with
any other required documents, to the Information Agent. If you have already
tendered your units in accordance with the original letter of transmittal, you
need not take any further action to continue to tender your units. You may
withdraw your tender of units pursuant to the offer at any time prior to the
expiration date of our offer and, if we have not accepted such units for
payment, on or after September 22, 2000.
We expressly reserve the right, in our reasonable discretion, at any
time and from time to time, to extend the period of time during which our offer
is open and thereby delay acceptance for payment of, and the payment for, any
unit. Notice of any such extension will promptly be disseminated to you in a
manner reasonably designed to inform you of such change. Further, any extension
may be followed by a press release or public announcement which will be issued
no later than 9:00 a.m., New York City time, on the next business day after the
scheduled expiration date of our offer, in accordance with Rule 14e-1(d) under
the Securities Exchange Act of 1934.
Our Offer to Purchase, dated July 24, 2000, is hereby further
supplemented as follows:
1. Since May 1, 2000, we have purchased in privately negotiated
transactions following units in your partnership:
<TABLE>
<CAPTION>
DATE NUMBER OF UNITS PURCHASED PURCHASE PRICE PER UNIT
<S> <C> <C>
May 1 1 (1)
June 1 2 $6,043.06
</TABLE>
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(1) The 1 unit was purchased as part of a group purchase of 2,485.25 units
in various partnerships for an aggregate price of $489,818.
2. The current executive officers of the general partner of your
partnership are the same as the executive officers of AIMCO.
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The letter of transmittal and any other required documents should be
sent or delivered by each unitholder or such unitholder's broker, dealer, bank,
trust company or other nominee to the Information Agent at one of its addresses
set forth below.
THE INFORMATION AGENT FOR THE OFFER IS:
RIVER OAKS PARTNERSHIP SERVICES, INC.
<TABLE>
<S> <C> <C>
By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
</TABLE>
For information, please call
TOLL FREE: (888) 349-2005
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