POST & HEYMANN, LLP
ATTORNEYS AT LAW
SUITE 214
100 JERICHO QUADRANGLE
JERICHO, NEW YORK 11753
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WILLIAM W. POST* (516) 681-3636 *ALSO ADMITTED IN
DAVID J. HEYMANN** MASSACHUSETTS AND
DISTRICT OF COLUMBIA
June 7, 1999 **ALSO ADMITTED IN
NEW JERSEY
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VIA FACSIMILE AND EDGAR FACSIMILE
(516) 433-2777
Nicholas P. Panos, Esq.
Attorney-Advisor
Office of Mergers and Acquisitions
Securities and Exchange Commission
Washington, DC 20549
Re: Jacques Miller Income Fund, L.P. - II
Schedule 14D-1 Filed on May 11, 1999 by AIMCO Properties, L.P. and
Apartment Investment and Management Co., SEC File #5-56265
Dear Mr. Panos:
We represent AIMCO Properties, L.P. and Apartment Investment and Management
Co. (collectively "AIMCO") in connection with the above-referenced offer. In
response to your letter dated June 3, 1999 with respect to the above-referenced
offer, please be advised as follows:
1. Comment 1. The initial Offer to Purchase and the all subsequent
supplements were mailed to those persons who were limited partners of record at
the time of such mailing. Further, please be advised that no transfers of
limited partnership units in the partnership have been made since the mailing of
the initial offer to purchase. Accordingly, all limited partners of record were
mailed the original offer to purchase and all supplements.
2. Comments 2-8. The Schedule 14D-1 has been amended and a Supplement No. 3
to Offer to Purchase is being mailed to all limited partners to provide the
disclosure requested. A copy of the Supplement No. 3 is attached to this letter
as well as being an exhibit to the Schedule 14D-1 amendment.
If you have any questions, please do not hesitate to call.
Sincerely,
David J. Heymann
DJH/db
cc: Mr. Patrick Foye
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
------------------------------------
JACQUES-MILLER INCOME FUND, L.P.-II
(Name of Subject Company)
AIMCO PROPERTIES, L.P.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
-------------------------------------------
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
------------------------------------
Patrick Foye
Executive Vice President
AIMCO-GP, Inc.
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
(303) 754-8101
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
------------------------------------
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation*: $294,500 Amount of Filing Fee: $58.90
- --------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the purchase of
3,100 units of limited partnership interest ("Units") of the subject partnership
for $95 per Unit. The amount of the filing fee, calculated in accordance with
Section 14(g)(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 bidders.
(cover page 1 of 2)
<PAGE>
(cover page 2 of 2)
[ ] 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: $58.90
Form or Registration No.: Schedule 14D-1
Filing Party: Apartment Investment and Management Company
and AIMCO Properties, L.P.
Date Filed: May 11, 1999
<PAGE>
CUSIP No. NONE 14D-1 (Amendment No. 1) Page 3
================================================================================
1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
AIMCO PROPERTIES, L.P.
84-1275621
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds
WC
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
- --------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
N/A
- --------------------------------------------------------------------------------
10. Type of Reporting Person
PN
================================================================================
<PAGE>
CUSIP No. NONE 14D-1 (Amendment No. 1) Page 4
================================================================================
1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
APARTMENT INVESTEMENT AND MANAGEMENT COMPANY
84-1259577
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds
N/A
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Maryland
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
- --------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
None
- --------------------------------------------------------------------------------
10. Type of Reporting Person
CO
================================================================================
<PAGE>
SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1
(the "Statement") filed with the Securities and Exchange Commission on May 11,
1999 by AIMCO Properties, L.P., a Delaware limited partnership (the
"Purchaser"), and Apartment Investment and Management Company, a Maryland real
estate investment trust, relating to the tender offer by the Purchaser to
purchase up to 3,100 outstanding units of limited partnership interest ("Units")
of Jacques-Miller Income Fund L.P.-II, to extend the expiration date and to
provide certain additional disclosure.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(7) Press Release dated June 7, 1999
(a)(8) Supplement No. 3 to Offer to Purchase dated June 7, 1999
5
<PAGE>
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: June 7, 1999
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.
By: Patrick J. Foye
----------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: Patrick J. Foye
----------------------------
Patrick J. Foye
Executive Vice President
6
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
(a)(7) Press Release dated June 7, 1999
(a)(8) Supplement No. 3 to Offer to Purchase dated June 7, 1999
7
Exhibit (a)(7)
June 7, 1999
Denver, Colorado
FOR IMMEDIATE RELEASE
AIMCO Properties, L.P. ("AIMCO") has extended its offer to purchase up to
3,100 outstanding units of limited partnership interests (the "Units") of
Jacques-Miller Income Fund L.P.-II for $95 per Unit in cash to June 30, 1999. As
of June 4, 1999, approximately 2,297.54 Units had been deposited pursuant to
AIMCO's offer. It is expected that AIMCO will further amend its offer to
increase the number of Units being sought to an amount in excess of that
currently deposited.
For additional information, contact River Oaks Partnership Services, Inc.,
AIMCO's information agent, at (888) 349-2005 or (201) 896-1900.
Exhibit (a)(8)
Supplement No. 3
To
Offer to Purchase
AIMCO Properties, L.P.
is offering to purchase up to 3,100 limited partnership interests in
Jacques-Miller Income Fund L.P.-II
for $95.00 in cash
- --------------------------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT
NEW YORK TIME, ON JUNE 30, 1999, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
On April 1, 1999, AIMCO Properties, L.P. offered to purchase up to 607.5
limited partnership interests ("Units") in Jacques-Miller Income Fund L.P.-II
(the "Partnership") at a purchase price of $76.00 per Unit, net to seller in
cash. upon the terms and conditions set forth in (1) an Offer to Purchase dated
April 1, 1999, which offer was supplemented on April 21, 1999 by a Supplement
No. 1 to Offer to Purchase to increase the purchase price to $95.00 per Unit and
to extend the Expiration Date to 5:00 p.m. New York time on May 7, 1999, and
which offer was further supplemented on May 11, 1999 by a Supplement No. 2 to
Offer to Purchase to increase the number of Units being sought to 3,100 and to
provide additional disclosure with respect to the Offer (as supplemented, the
"Offer to Purchase") and (2) the related Letter of Transmittal (the "Offer").
Capitalized terms used in this Supplement No. 3 that are not defined shall have
the meaning given to such term in the Offer to Purchase.
The purpose of this Supplement is to further extend the Expiration Date
until 12:00 Midnight New York time on June 30, 1999 and to supplement certain
information previously provided in the Offer to Purchase. The Purchaser does not
presently intend to extend the Offer further. In this regard, the Offer to
Purchase is amended and supplemented as set forth on Exhibit A hereto.
If you have any questions concerning the terms of the offer, or need
assistance in completing the forms necessary to tender your units, please
contact our Information Agent, River Oaks Partnership Services, Inc., at (888)
349-2005 or (201) 896-1900.
AIMCO PROPERTIES, L.P.
June 7, 1999
<PAGE>
Exhibit A
The Offer to Purchase is amended and supplemented as follows:
1. All references in the Offer to Purchase to the Expiration Date shall be
deemed to be 12:00 midnight, New York time on June 30, 1999, unless further
extended.
2. The risk factor entitled "Recognition of Taxable Gain on Your Sale of
Your Units" set forth on page 3 of the Offer to Purchaser is hereby amended to
read in its entirety as follows:
"Recognition of Taxable Gain on a Sale of Your Units
Your sale of units for cash will be a taxable sale, with the result that
you will recognize gain or loss measured by the difference between the amount
realized on the sale and your adjusted tax basis in the units of limited
partnership interest of your partnership you transfer to us. The particular tax
consequences for you of our offer will depend upon a number of factors related
to your tax situation, including your tax basis in your units of limited
partnership interest of your partnership you transfer to us, whether you dispose
of all of your units and whether you are no longer subject to the "passive loss"
rules with respect to your partnership. Depending on your particular
circumstances, it is possible that the tax liability resulting from a sale of
your units could exceed the cash purchase price being paid for your units.
Because the income tax consequences of tendering units will not be the same for
everyone, you should consult your own tax advisor with specific reference to
your own tax situation."
3. Section 5 of the Offer to Purchase is hereby amended to delete clause
(ii) from the first paragraph of Section 5.
4. Section 7 of the Offer to Purchase is amended by deleting the subsection
entitled "Control of Limited Partner Voting Decisions by Purchaser; Effect of
Relationship with General Partner" in its entirety and inserting the following
in lieu thereof:
"Control of Limited Partner Voting Decisions by Purchaser; Effect of
Relationship with General Partner. We (an affiliate of the General Partner) will
seek to be admitted to the Partnership as a substituted Limited Partner upon
consummation of the Offer and, if admitted, will have the right to vote each
Unit purchased pursuant to the Offer. Even if we are not admitted to the
Partnership as a substituted Limited Partner, however, we nonetheless will have
the right to vote each Unit purchased in the Offer pursuant to the irrevocable
appointment by tendering Limited Partners of us and our managers and designees
as proxies with respect to the Units tendered by such Limited Partners and
accepted for payment by us. See Section 3.
Pursuant to the terms of the Limited Partnership Agreement, Limited
Partners holding a majority of the Units are entitled to take action with
respect to the removal of the General Partner; dissolution of the Partnership;
and most types of amendments to the Partnership Agreement. Furthermore, the
General Partner may not sell all or substantially all of the Partnership's
assets without the consent of two-thirds in interest of the Limited Partners.
Accordingly, if we were to acquire the maximum number of Units sought in the
Offer, 25% of the total, we could be in a position to significantly influence
all such Partnership decisions on which Limited Partners may vote. This means
that (i) non-tendering Limited Partners could be prevented from taking action
they desire but that we and our affiliates oppose and (ii) we and our affiliates
may be able to take action desired by them but opposed by a majority of the
non-tendering Limited Partners. Due to our affiliation with the General Partner,
we and our affiliates will most likely vote the Units owned by us in whatever
manner we deem to be in the best interests of the General Partner, but may not
be in the interest of other Limited Partners.
The Offer will not result in any change in the compensation payable to the
General Partner or its affiliates. However, as a result of the Offer, we (an
affiliate of the General Partner) will participate, in our capacity as a Limited
Partner, in any subsequent distributions to Limited Partners to the extent of
the Units purchased pursuant to the Offer. Furthermore, any change in
compensation payable to the General Partner or its affiliates would require the
affirmative vote of a majority in interest of the Limited Partners."
<PAGE>
5. Section 11. Future Plans of the Purchaser is hereby supplemented by
adding the following at the end of the second paragraph thereof:
"At present, we have no plans to initiate any subsequent transaction."
6. Section 11. Future Plans of the Purchaser is hereby further supplemented
by adding the following at the end of the third paragraph thereof:
"As indicated above, if we were to propose a an extraordinary transaction,
depending on the number of units acquired, we could be in a position to
significantly influence any vote of limited partners. See "Section 7. Effects of
the Offer - Control of Limited Partner Voting Decisions by Purchaser; Effect of
Relationship with General Partner."
7. The introductory paragraph of Section 15. Conditions of the Offer is
hereby deleted in its entirety and the following is inserted in lieu thereof:
"Notwithstanding any other provisions of our offer, in addition to any
other rights granted by applicable law, we will not be required to accept for
payment and pay for any units tendered pursuant to our offer, may postpone the
purchase of, and payment for, units tendered, and may terminate or amend our
offer if at any time on or after the date of this offer to purchase, and at or
before the Expiration Date (whether or not any units have theretofore been
accepted for payment and paid for) pursuant to the offer, any of the following
shall occur:
8. The current military operations involving the United States in Iraq and
Serbia do not satisfy the condition set forth in Section 15.(b)(v) which permits
us to terminate the offer in the event there shall have occurred "a commencement
of a war, armed hostilities or other national or international calamity directly
or indirectly involving the United States." However, adverse changes or
developments in current military operations involving the united states could at
some future point satisfy such condition.
