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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 1)
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DAVIDSON INCOME REAL ESTATE, L.P.
(Name of Subject Company)
ERP OPERATING LIMITED PARTNERSHIP
(Bidder)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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Copy to:
Bruce C. Strohm, Esq. Don S. Hershman, Esq.
Equity Residential Properties Trust Holleb & Coff
Two North Riverside Plaza 55 East Monroe Street
Chicago, Illinois 60606 Chicago, Illinois 60606
(312) 474-1300 (312) 807-4600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
CALCULATION OF FILING FEE
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<TABLE>
<CAPTION>
Transaction Valuation* Amount of Filing Fee
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<S> <C>
$10,844,280 $2,168.86
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</TABLE>
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* For purposes of calculating the filing fee only. Assumes the purchase of
26,776 Units at a purchase price equal to $405 per Unit in cash.
[X]Check 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:
$2,061.75
Form or Registration Number: Date Filed: ERP Operating Limited
Partnership
Schedule 14D-1
September 28, 1999
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Page 2 of 4 pages
This statement (the "Statement") constitutes Amendment No. 1 to the initial
Schedule 14D-1 of ERP Operating Limited Partnership ("ERP") relating to ERP's
offer to purchase limited partnership interests (the "Units") of Davidson
Income Real Estate, L.P. (the "Partnership"). The item numbers and responses
thereto are set forth below in accordance with the requirements of Schedule
14D-1.
Items 1-10.
Except as follows, incorporated by reference from ERP's Offer to Purchase,
the Letter of Transmittal and the Form of Letter to Unitholders, each dated
September 28, 1999.
Item 1. Security and Subject Company.
(b) This Schedule relates to the offer by ERP OPERATING LIMITED PARTNERSHIP
(the "Purchaser") to purchase, in cash, up to 26,776 Units at a purchase price
equal to $405 per Unit, less the amount of any distributions declared or made
with respect to the Units between July 30, 1999 and October 26, 1999 or such
other date to which this Offer may be extended (the "Expiration Date"), upon
the terms and subject to the conditions set forth in the Offer to Purchase
dated September 28, 1999 (the "Offer Date") (as amended or supplemented from
time to time, the "Offer to Purchase"), this amendment to the Offer to
Purchase dated October 1, 1999, a supplement to the Offer to Purchase dated
October 1, 1999, and the related Letter of Transmittal, copies of which are
attached hereto as Exhibits as listed below. The Issuer had 26,776 Units
issued and outstanding held by approximately 3,000 holders of Units (the
"Unitholders") as of December 31, 1998, according to its Annual Report on Form
10-K.
Item 11. Material to be Filed as Exhibits.
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<CAPTION>
<C> <S> <C>
(a)(1) Offer to Purchase, dated September 28, 1999 (previously
filed).
(a)(2) Letter of Transmittal (previously filed).
(a)(3) Form of Letter to Unitholders, dated September 28, 1999
(previously filed).
(a)(4) Notice of Withdrawal.
(a)(5) Supplement to Offer to Purchase, dated October 1, 1999.
(a)(6) Form of Letter to Unitholders, dated October 1, 1999.
(b)-(f) Not Applicable.
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Page 3 of 4 pages
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.
Dated: October 1, 1999
ERP Operating Limited Partnership
By: Equity Residential Properties
Trust, General Partner
/s/ Bruce C. Strohm
By: _________________________________
Executive Vice President,
General
Its: ________________________________
Counsel and Secretary
_________________________________
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Page 4 of 4 pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
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<C> <S> <C>
(a)(1) Offer to Purchase, dated September 28, 1999 (previously
filed).
(a)(2) Letter of Transmittal (previously filed).
(a)(3) Form of Letter to Unitholders, dated September 28, 1999
(previously filed).
(a)(4) Notice of Withdrawal.
(a)(5) Supplement to Offer to Purchase, dated October 1, 1999.
(a)(6) Form of Letter to Unitholders, dated October 1, 1999.
(b)-(f) Not Applicable.
</TABLE>
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Exhibit 99.(a)(4) Exhibit (a)(4)
INSTRUCTIONS FOR WITHDRAWAL
OF
PREVIOUSLY TENDERED UNITS OF LIMITED PARTNERSHIP INTEREST
IN
DAVIDSON INCOME REAL ESTATE, L.P.
PLEASE NOTE THAT YOU MAY ONLY WITHDRAW UNITS TENDERED IN AN OUTSTANDING OFFER.
ANY UNITS TENDERED IN PRIOR OFFERS AND PAID FOR MAY NOT BE WITHDRAWN.
1. DELIVERY OF NOTICE OF WITHDRAWAL. If you are withdrawing Units previously
tendered pursuant to the offer to purchase, dated July 30, 1999, as amended
and supplemented (the "Offer to Purchase") by AIMCO Properties, L.P. (the
"Purchaser") please complete, execute, detach and send the attached "Notice
of Withdrawal of Previously Tendered Units" of DAVIDSON INCOME REAL ESTATE,
L.P. ("Notice of Withdrawal"), to:
By Hand or Overnight Courier: By Mail:
River Oaks Partnership Services, Inc. River Oaks Partnership Services,
111 Commerce Road Inc.
Carlstadt, NJ 07072 P.O. Box 2065
Attn: Reorganization Dept. S. Hackensack, NJ 07606-2065
By Facsimile: (201) 896-0910
Telephone: (888) 349-2005
The Purchaser must receive the Notice of Withdrawal prior to the Expiration
Date set forth in the Offer to Purchase, unless extended. Receipt of the
facsimile transmission of the Notice of Withdrawal should be confirmed by
telephone at the number set forth above. COPIES OF ALL NOTICE OF
WITHDRAWALS SHOULD ALSO BE SENT OR TRANSMITTED TO MMS ESCROW AND TRANSFER
AGENCY, INC. AT P.O. BOX 7090, TROY, MI 48007-7090 (IF BY MAIL), 1845
MAXWELL ST., SUITE 101, TROY, MI 48084 (IF BY HAND OR OVERNIGHT COURIER) OR
FAXED TO (248) 614-4536.
2. INADEQUATE SPACE. If any space provided in the Notice of Withdrawal is
inadequate, all such additional information should be listed on a separate
schedule and attached as part of the Notice of Withdrawal.
3. SIGNATURE ON NOTICE OF WITHDRAWAL. The Notice of Withdrawal must be signed,
as applicable, by the person(s) who signed the Letter of Transmittal
relating to the Offer to Purchase, in the same manner as such Letter of
Transmittal was signed. The signatures must correspond exactly with the
name(s) as they appear on the Partnership records. If any Units tendered
pursuant to the Offer to Purchase are registered in the names of two or
more joint holders, all such holders must sign, as applicable, the Notice
of Withdrawal. If the Notice of Withdrawal is signed by any trustee,
executor, administrator, guardian, attorney-in-fact, officer of a
corporation, or others acting in a fiduciary capacity, such persons should
so indicate when signing and must submit proper evidence of their authority
to act.
4. GUARANTEE OF SIGNATURES. IN ORDER FOR A WITHDRAWAL TO BE EFFECTIVE, THE
NOTICE OF WITHDRAWAL MUST BE MEDALLION GUARANTEED AS PROVIDED IN THE LETTER
OF TRANSMITTAL.
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NOTICE OF WITHDRAWAL
OF
PREVIOUSLY TENDERED
UNITS OF LIMITED INTEREST
OF
DAVIDSON INCOME REAL ESTATE, L.P.
TO:River Oaks Partnership Services, Inc.
111 Commerce Road P.O. Box 2065
Carlstadt, NJ 07072 S. Hackensack, NJ 07606-2065
Attn: Reorganization Dept.
Facsimile: (201) 896-0910
Ladies and Gentlemen:
The following units of limited partnership interest (the "Units") of
Davidson Income Real Estate, L.P. (the "Partnership") previously tendered to
AIMCO Properties, L.P. (the "Purchaser") are hereby withdrawn. Unless
otherwise indicated under the Section "Number of Units Withdrawn," all Units
tendered to the Purchaser are hereby withdrawn. Failure to complete such
Section shall be deemed to indicate the intent of the undersigned that all
Units tendered to the Purchaser be withdrawn.
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DESCRIPTION OF UNIT(S) WITHDRAWN
AND
SIGNATURE OF LIMITED PARTNERS
All registered holders of limited partnership units must sign exactly as
name(s) appear(s) on the Partnership records. See Instruction 3.
NUMBER OF UNITS WITHDRAWN: (If all Units, leave blank)
X _______________________________ X _______________________________
(Signature of Owner) (Signature of Joint Owner)
Name and Capacity (if other than individuals): ________________________________
Title: ________________________________________________________________________
Address: ______________________________________________________________________
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(City) (State) (Zip)
Area Code and Telephone No. (Day): ____________________________________________
(Evening): ______________________________________________
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SIGNATURE GUARANTEE (IF REQUIRED)
(SEE INSTRUCTION 4)
Name and Address of Eligible Institution: _____________________________________
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Authorized Signature: X _______________________________________________________
Name: _________________________________________________________________________
Title: _______________________________________ Date: _______________________
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Exhibit 99.(a)(5) Exhibit (a)(5)
SUPPLEMENT TO OFFER TO PURCHASE
ERP OPERATING LIMITED PARTNERSHIP
(THE "Purchaser")
IS OFFERING TO PURCHASE ALL UNITS OF
LIMITED PARTNERSHIP INTEREST OF
(THE "Offer")
DAVIDSON INCOME REAL ESTATE, L.P.
(THE "Partnership")
FOR $405 PER UNIT IN CASH
(THE "Offer Price")
We will accept all Units (as defined below) in response to the Offer in our
Offer to Purchase, dated September 28, 1999, as amended and supplemented from
time to time. The Offer is not subject to a minimum number of Units being
tendered. If Units are validly tendered and not properly withdrawn prior to
October 26, 1999 (the "Expiration Date"), unless extended, and the purchase of
all such Units would result in there being less than 350 Unitholders, we will
purchase only 99% of the total number of Units so tendered by each limited
partner.
We will pay for accepted Units promptly after the Expiration Date.
The Offer Price will be reduced for any distributions declared or made by
the Partnership between July 30, 1999 and the Expiration Date, unless further
extended. THE PURCHASER WILL PAY ANY TRANSFER FEES, BROKERAGE FEES OR
COMMISSION THAT MAY ARISE UPON THE TENDER OF UNITS TO THE PURCHASER IN
CONNECTION WITH ITS OFFER (generally, up to 10% of the sales price, subject to
a $150-200 minimum commission per trade).
SEE "RISK FACTORS" IN THE OFFER TO PURCHASE, DATED SEPTEMBER 28, 1999, FOR
A DESCRIPTION OF RISK FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH THE
OFFER.
If you desire to accept the Offer, you should complete and sign the
previously received blue letter of transmittal (the "Letter of Transmittal")
in accordance with the instructions thereto and mail or deliver the signed
Letter of Transmittal and any other required documents to MMS Escrow and
Transfer Agency, Inc. (the "Depositary"), at one of its addresses set forth on
the front cover of the blue Letter of Transmittal.
Questions and requests for assistance or for additional copies of the Offer
to Purchase or the Letter of Transmittal may also be directed to the
Depositary at (888) 292-4264.
We are offering to purchase all of the outstanding limited partnership
interests (the "Units") in the Partnership for the Offer Price of $405 per
Unit, net to the seller in cash, without interest, less the amount of
distributions, if any, declared or made by the Partnership in respect of any
Unit from July 30, 1999 until the Expiration Date, unless further extended.
The Offer is made upon the terms and subject to the conditions set for in the
Offer to Purchase dated September 28, 1999, an amendment to the Offer to
Purchase dated October 1, 1999, this Supplement dated October 1, 1999, and the
Letter of Transmittal.
The Expiration Date is October 26, 1999, 12:00 midnight, central standard
time, unless further extended. If you desire to accept the Offer, you must
complete and sign the blue Letter of Transmittal in accordance with the
instructions contained therein and forward or hand deliver it, together with
any other required documents, to the Depositary. You may withdraw your tender
of Units pursuant to the Offer at any time prior to the Expiration Date and,
unless accepted for payment as provided in the Offer to Purchase, may also be
withdrawn any time on or after November 30, 1999.
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The blue Letter of Transmittal and any other required documents should be
sent or delivered by each tendering Unitholder or such Unitholder's broker,
dealer, bank, trust company or other nominee to the Depositary at one of its
addresses set forth below or faxed to the Depositary to the number below, with
an original copy sent in the mail thereafter.
THE DEPOSITARY FOR THE OFFER IS:
MMS ESCROW AND TRANSFER AGENCY, INC.
By Hand or Overnight Courier: By Mail:
MMS Escrow and Transfer Agency, Inc. MMS Escrow and Transfer Agency,
1845 Maxwell St., Suite 101 Inc.
Troy, MI 48084 P.O. Box 7090
Troy, MI 48007
By Facsimile: (248) 614-4536
For more information, please call the Depositary at (888) 292-4264.
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Exhibit 99.(a)(6) Exhibit (a)(6)
October 1, 1999
ERP OPERATING LIMITED PARTNERSHIP HAS
INCREASED ITS OFFER PRICE TO $405 PER
UNIT OF LIMITED PARTNERSHIP INTEREST OF
DAVIDSON INCOME REAL ESTATE, L.P.
New Offer Price of $405 per Unit.
We are increasing our offer price for your limited partnership interests
(the "Units") in Davidson Income Real Estate, L.P. (the "Partnership") from
$385 per Unit to $405 per Unit.
We are offering to acquire up to 26,776 Units (the "Offer"). The Offer is
not subject to any minimum number of Units being tendered. The expiration date
of the Offer is October 26, 1999, 12:00 midnight, eastern standard time.
As we are increasing the offer price from $385 to $405 before the
expiration date of the Offer, October 26, 1999, unless extended, this
increased offer price will be paid with respect to all Units that are
purchased by us pursuant to the Offer, whether or not such Units are tendered
prior to or after this increase in consideration.
Our offer price of $405 per unit will be decreased by the amount of any
distribution declared or made with respect to the Units between July 30, 1999
and October 26, 1999, or such other date to which the Offer may further be
extended. YOU WILL NOT BE REQUIRED TO PAY ANY COMMISSIONS OR FEES IN
CONNECTION WITH ANY DISPOSITION OF YOUR UNITS PURSUANT TO THE OFFER
(generally, up to 10% of the sale price, subject to a $150-200 minimum
commission per trade).
Please refer to our Offer to Purchase dated September 28, 1999, Amendment
No. 1 to the Offer to Purchase dated October 1, 1999, and the Supplement to
the Offer to Purchase dated October 1, 1999, for additional information about
the Offer.
If you would like to tender your Units to be purchased by us for $405 per
Unit, and have not yet completed the blue ERP Letter of Transmittal and
delivered it to MMS Escrow and Transfer Agency (the "Depositary"), please
complete the previously received blue Letter of Transmittal and deliver it to
the Depositary at the address listed thereon in the gold envelope previously
provided. If you completed and delivered the blue ERP Letter of Transmittal to
the Depositary and have not withdrawn such tender, you do not need to complete
any other documents for your Units to be tendered to ERP. A completed blue ERP
Letter of Transmittal shall be sufficient to tender your Units for purchase by
ERP at $405 per Unit.
If you have any questions or need assistance, please call the Depositary at
(888) 292-4264.
The Offer expires on (unless further extended) October 26, 1999.
