<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
U.S. Realty Partners 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>
$4,258,898.00 $851.78
</TABLE>
* For purposes of calculating the fee only. This amount assumes the purchase
of 608,414 units of limited partnership interest of the subject partnership
for $7.00 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.
[ ] 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.
<TABLE>
<S> <C>
Amount Previously Paid: $851.78 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO Date Filed: May 16, 2000
</TABLE>
-------------------------------------
[ ] 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: [ ]
<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
243,831
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
243,831
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
243,831
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 19.95%
14. TYPE OF REPORTING PERSON
PN
<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
243,831
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
243,831
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
243,831
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 19.95%
14. TYPE OF REPORTING PERSON
CO
<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
243,831
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
243,831
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
243,831
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 19.95%
14. TYPE OF REPORTING PERSON
CO
<PAGE> 6
AMENDMENT NO. 1 TO TENDER OFFER STATEMENT/AMENDMENT NO. 4 TO
SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No. 1 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 U.S. Realty Partners Limited Partnership (the "Partnership"); and
(b) Amendment No. 4 to the Schedule 13D (the "Schedule 13D") originally filed
with the Securities and Exchange Commission (the "Commission") on February 19,
1999, by Apartment Investment and Management Company ("AIMCO") and Insignia
Properties Trust ("IPT"), as amended by (i) Amendment No. 1, filed with the
Commission on August 13, 1998, by AIMCO, (ii) Amendment No. 2, filed with the
Commission on April 9, 1999, by AIMCO OP and AIMCO, and (iii) Amendment No. 3,
filed with the Commission on May 16, 2000, by AIMCO OP, AIMCO-GP, Inc.
("AIMCO-GP") and AIMCO.
-----------------------------------
The information in the "Offer to Purchase" of AIMCO Properties, L.P.,
dated May 15, 2000 (the "Offer") and the Supplement to the Offer to Purchase,
dated June 12, 2000 , Exhibits (a)(1) and (a)(4) hereto, is incorporated herein
by reference in answer to all of the Items of this Schedule TO except as
otherwise set forth below:
Item 10. Financial Statements.
The financial statements included in AIMCO OP's Annual Report on Form 10-K
for the year ended December 31, 1999, which are listed on the Index to Financial
Statements on page F-1 of such Report and for the Form 10-Q for the quarter
ended March 31, 2000, are incorporated herein by reference. Such reports may be
inspected at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; Citicorp
Center, 500 West Madison Street, Chicago, Illinois 60661; and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can also
be obtained from the Public Reference Room of the Commission in Washington, D.C.
at prescribed rates and from the Commission's web site at www.sec.gov.
Item 12. Exhibits.
(a)(1) Offer to Purchase, dated May 15, 2000. (Previously filed.)
(a)(2)(i) Letter of Transmittal and related Instructions. (Annex II to
Exhibit (a)(1).)
(a)(2)(ii) Acknowledgment and Agreement. (Previously filed.)
(a)(3) Letter, dated May 15, 2000, from AIMCO OP to the limited
partners of the Partnership. (Previously filed.)
(a)(4) Supplement to Offer to Purchase, dated June 12, 2000.
(a)(5) Letter of Transmittal and related Instructions. (Annex I to
Exhibit (a)(4).)
(a)(6) Letter, dated June 12, 2000, from AIMCO OP to the limited
partners of the Partnership.
(b)(1) Credit Agreement (Secured Revolving Credit Facility), dated
as of August 16, 1999, among AIMCO Properties, L.P., Bank of
America, Bank Boston, N.A., and First Union National Bank.
(Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated
August 16, 1999, is incorporated herein by this reference.)
<PAGE> 7
(b)(2) Amended and Restated Credit Agreement, dated as of March 15,
2000, among AIMCO Properties, L.P., Bank of America, Bank
Boston, N.A., and First Union National Bank. (Exhibit 10.20
to AIMCO Properties, L.P.'s Annual Report on Form 10-K for
the year ended December 31, 1999, is incorporated herein by
this reference.)
(b)(3) First Amendment to $345,000,000 Amended and Restated Credit
Agreement, dated as of April 14, 2000, among AIMCO
Properties, L.P., Bank of America, as Administrative Agent,
and U.S. Bank National Association, as Lender. (Exhibit 10.4
to AIMCO's Current Report on Form 10-Q for quarter ended
March 31, 2000, is incorporated herein by this reference.)
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
(z)(1) Agreement of Joint Filing, dated May 15, 2000, among AIMCO,
AIMCO-GP and AIMCO OP. (Previously filed.)
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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: June 12, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, 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
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
(a)(1) Offer to Purchase, dated May 15, 2000. (Previously filed.)
(a)(2)(i) Letter of Transmittal and related Instructions. (Annex II to Exhibit (a)(1).)
(a)(2)(ii) Acknowledgment and Agreement. (Previously filed.)
(a)(3) Letter, dated May 15, 2000, from AIMCO OP to the limited partners of the
Partnership. (Previously filed.)
(a)(4) Supplement to Offer to Purchase, dated June 12, 2000.
(a)(5) Letter of Transmittal and related Instructions. (Annex I to Exhibit (a)(4).)
(a)(6) Letter, dated June 12, 2000, from AIMCO OP to the limited partners of the
Partnership.
(b)(1) Credit Agreement (Secured Revolving Credit Facility), dated as of August
16, 1999, among AIMCO Properties, L.P., Bank of America, Bank Boston,
N.A., and First Union National Bank. (Exhibit 10.1 to AIMCO's Current
Report on Form 8-K, dated August 16, 1999, is incorporated herein by this
reference.)
(b)(2) Amended and Restated Credit Agreement, dated as of March 15, 2000,
among AIMCO Properties, L.P., Bank of America, Bank Boston, N.A., and
First Union National Bank. (Exhibit 10.20 to AIMCO Properties, L.P.'s
Annual Report on Form 10-K for the year ended December 31, 1999, is
incorporated herein by this reference.)
(b)(3) First Amendment to $345,000,000 Amended and Restated Credit
Agreement, dated as of April 14, 2000, among AIMCO Properties,
L.P., Bank of America, as Administrative Agent, and U.S. Bank
National Association, as Lender. (Exhibit 10.4 to AIMCO's
Current Report on Form 10-Q for quarter ended March 31, 2000,
is incorporated herein by this reference.)
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
(z)(1) Agreement of Joint Filing, dated May 15, 2000, among AIMCO, AIMCO-GP
and AIMCO OP. (Previously filed.)
</TABLE>
