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 19344
(AMENDMENT NO. 2)
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U.S. REALTY PARTNERS LIMITED PARTNERSHIP
(Name of Subject Company)
AIMCO PROPERTIES, L.P.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Bidders)
DEPOSITARY UNIT CERTIFICATES
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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Patrick Foye Copy To:
Executive Vice President David J. Heymann, Esq.
AIMCO-GP, Inc. Post & Heymann LLP
1873 South Bellaire Street, 17th Floor 100 Jericho Quadrangle, Suite 214
Denver, Colorado 80222 Jericho, New York 11753
(303) 757-8101 (516) 681-3636
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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CALCULATION OF FILING FEE
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Transaction Valuation*: $1,939,925 Amount of Filing Fee: $387.99
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* For purposes of calculating the fee only. This amount assumes the purchase of
305,500 depositary unit certificates representing assignments of limited
partnership interest ("Units") of the subject partnership for $6.35 per Unit. In
connection with the initial Schedule 14D-1 filed by the Bidders, a filing fee of
$336.05 was submitted and a filing fee of $12.22 was submitted in connection
with the amendment No. 1 to Schedule 14D-1. Accordingly, an additional filing
fee of $39.72 is payable with this amendment. 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)
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(cover page 2 of 2)
[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: $348.27
Form or Registration No.: Schedule 14D-1
Filing Party: AIMCO Properties, L.P and Apartment Investment and Management
Company
Date Filed: April 9, 1999, as amended on April 21, 1999
<PAGE>
CUSIP No. NONE 14D-1 AND 13D/A Page 3 of 11 Pages
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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
None
- --------------------------------------------------------------------------------
10. Type of Reporting Person
PN
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<PAGE>
CUSIP No. NONE 14D-1 AND 13D/A Page 3 of 11 Pages
================================================================================
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
243,831
- --------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
19.95%
- --------------------------------------------------------------------------------
10. Type of Reporting Person
CO
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<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 14D-1
This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D-1
(the "Statement") filed with the Securities and Exchange Commission ("SEC") on
April 9, 1999, as amended by Amendment No. 1 to Tender Offer Statement filed
with the SEC on April 21, 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 305,500 outstanding depositary unit certificates
representing assignments of limited partnership interest ("Units") of U.S.
Realty Partners Limited Partnership (the "Partnership"), at a purchase price of
$5.70 per Unit, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated April 9, 1999, as amended on
April 21, 1999 (the "Offer to Purchase") and the related Letter of Transmittal
(which, together with any supplements or amendments, collectively constitute the
"Offer"), to increase the per Unit purchase price to $6.35 per Unit, net to the
seller in cash. Terms not otherwise defined herein shall have the meaning
ascribed to them in the Statement and the Offer to Purchase.
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby supplemented as follows:
(b) The Purchase Price for Units has been increased to $6.35 per Unit less
the amount of any distributions declared or made with respect to the Units from
April 9, 1999 to the date of payment of the Purchase Price by the Purchaser, net
to seller in cash, upon the terms and conditions set forth in the Offer to
Purchase.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4(a) is hereby amended to read in its entirety as follows:
(a) The information set forth in the Offer to Purchase in Section 10
("Conflicts of Interest and Transactions with Affiliates") is incorporated
herein by reference. The Purchaser (which is an affiliate of the General
Partner) expects that approximately $1,939,925 will be required to purchase
305,500 Units, if tendered, and to pay related fees and expenses. The
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Purchaser expects to obtain all of those funds from the Purchaser's reserves.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(4) Letter to Limited Partners dated April 29, 1999
(a)(5) Press Release
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<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: April 29, 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
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<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
(a)(4) Letter to Limited Partners dated April 29, 1999
(a)(5) Press Release
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Exhibit (a)(4)
$6.35
HIGHEST PRICE TO PURCHASE
DEPOSITARY UNIT CERTIFICATES OF
U.S. REALTY PARTNERS LIMITED PARTNERSHIP
AIMCO PROPERTIES, L.P. has increased its offer to purchase depositary unit
certificates representing assignments of limited partnership interest (the
"Units") in U.S. Realty Partners Limited Partnership (the "Partnership") to
$6.35, net to seller in cash. Our price is HIGHER than the price being offered
by Cal Kan and its affiliates, Everest and Madison and, unlike Everest and
Madison, we will not deduct any transfer fees from the Purchase Price. IF IT IS
LIQUIDITY YOU DESIRE, OUR OFFER PROVIDES YOU WITH THE GREATEST PURCHASE PRICE
CURRENTLY BEING OFFERED. Limited Partners who have already tendered their Units
to AIMCO will automatically receive the benefit of the increased purchase price
and need not take any further action.
Our offer expires at 12:00 midnight, New York City time on May 20, 1999
(unless extended by us).
The general partner of the Partnership is our affiliate. As a result of
this affiliation, the Partnership has indicated in a Statement on Schedule 14D-9
(the "Schedule 14D-9") filed with the Securities and Exchange Commission that it
is remaining neutral and making no recommendation as to whether its limited
partners should tender their Units in response to our Offer. The Partnership
further states, however, that if a limited partner desires to obtain cash for
its Units presently, it believes that those limited partners should tender their
Units for the greatest purchase price. Limited Partners are urged to read our
Offer to Purchase and the related materials and the Schedule 14D-9 carefully and
in their entirety before deciding whether to tender their Units.
You should be aware, however, that, as with any rational investment
decision, we are making our Offer with a view to making a profit. No independent
person has been retained to evaluate or render any opinion with respect to the
fairness of our Offer, and no representation is made by us or any of our
affiliates as to such fairness.
IF YOU TENDERED YOUR UNITS IN THE CAL KAN OFFER, YOU MAY STILL TENDER YOUR
UNITS TO US BY COMPLETING THE NOTICE OF WITHDRAWAL AND THE LETTER OF TRANSMITTAL
PREVIOUSLY FORWARDED TO YOU. THE NOTICE OF WITHDRAWAL MUST BE DELIVERED TO CAL
KAN (with a copy to our Information Agent) BY NO LATER THAN MAY 18, 1999, THE
EXPIRATION DATE OF THE CAL KAN OFFER.
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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.
Very truly yours,
AIMCO PROPERTIES, L.P.
April 21, 1998
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Exhibit (a)(5)
April 29, 1999
Denver, Colorado
FOR IMMEDIATE RELEASE
AIMCO Properties, L.P. has increased the purchase price in its offer to
purchase up to 305,500 outstanding depositary unit certificates representing
assignments of limited partnership interests (the "Units") of U.S. Realty
Partners Limited Partnership to $6.35 per Unit. Limited Partners who have
tendered their Units to AIMCO will automatically receive the benefit of the
increased purchase price and need not take any further action. As of April 28,
1999, an immaterial number of units have been deposited pursuant to AIMCO's
offer.
For additional information, contact River Oaks Partnership Services, Inc.,
AIMCO's information agent, at (888) 349-2005 or (201) 896-1900.
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