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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FOX STRATEGIC HOUSING INCOME PARTNERS
(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)
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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
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Transaction Valuation*: $2,350,000 Amount of Filing Fee: $470.00
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* For purposes of calculating the fee only. This amount assumes the purchase of
11,750 units of limited partnership interest ("Units") of the subject
partnership for $200 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: 470.00
Form or Registration No.: Schedule 14D-1
Filing Party: AIMCO Properties, L.P. and Apartment Investment and Management
Company
Date Filed: April 30, 1999
<PAGE>
CUSIP No. NONE 14D-1 AND 13D/A Page 3
- --------------------------------------------------------------------------------
1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
AIMCO PROPERTIES, L.P.
84-1275621
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC Use Only
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4 Sources of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
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8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
N/A
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10. Type of Reporting Person
PN
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<PAGE>
CUSIP No. NONE 14D-1 AND 13D/A 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
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5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Maryland
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
4,132
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8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
15.83%
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10. Type of Reporting Person
CO
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<PAGE>
SCHEDULE 14D-1/AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 amends the Tender Offer Statement on Schedule
14D-1 (the "Statement") filed with the Securities and Exchange Commission on
April 30, 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 11,750 outstanding units of limited partnership interest
("Units") of Fox Strategic Income Housing Partners (the "Partnership"), at a
purchase price of $200 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 30,
1999 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with any supplements or amendments, collectively constitute the
"Offer"), to (i) clarify certain information contained in the original Schedule
14D-1 which is inconsistent with the Offer to Purchase and (ii) to add certain
Exhibits which are being mailed to limited partners in the Partnership.
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby amended by deleting it in its entirety and
inserting the following in lieu thereof:
"(b) This Statement relates to an offer by AIMCO Properties, L.P., a
Delaware limited partnership (the "Purchaser"), to purchase up to 11,750 of the
outstanding units of limited partnership interest ("Units") of the Partnership
at a purchase price of $200 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 30,
1999 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with any supplements or amendments, collectively constitute the
"Offer"), copies of which are filed as Exhibits (a)(1) and (a)(2) hereto,
respectively. The information set forth in the Offer to Purchase under
"Introduction" is incorporated herein by reference."
5
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(4) Letter to Limited Partners dated May 5, 1999.
(b)(1) Notice of Withdrawal
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: May 5, 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)(4) Letter, dated May 5, 1999, from the Purchaser to the Limited Partners
of the Partnership.
(b)(1) Notice of Withdrawal
7
AIMCO PROPERTIES, L.P.
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
May 5, 1999
Dear Limited Partner:
DON'T BE FOOLED. It is our understanding that in addition to our offer
to purchase up to 11,750 limited partnership interests (the "Units") in Fox
Strategic Housing Income Partners (the "Partnership") for $200 per Unit in cash,
you received a significantly lower offer from .Madison Liquidity Investors
("Madison") of $100 per Unit, less a $75 transfer fee. IF YOU DESIRE LIQUIDITY
AND INTEND TO SELL YOUR UNITS, WHY SELL YOUR UNIT FOR LESS THAN ONE-HALF THE
PRICE WE ARE OFFERING.
IF YOU TENDERED YOUR UNITS IN THE MADISON OFFER, YOU MAY STILL TENDER
YOUR UNITS TO US BY COMPLETING THE ENCLOSED NOTICE OF WITHDRAWAL AND THE LETTER
OF TRANSMITTAL PREVIOUSLY FORWARDED TO YOU WITH OUR OFFER. THE NOTICE OF
WITHDRAWAL MUST BE DELIVERED TO MADISON (with a copy to our Information Agent)
BY NO LATER THAN JUNE 11, 1999, THE EXPIRATION DATE OF THE MADISON OFFER, UNLESS
EXTENDED.
Please note, our offer will expire at 12:00 midnight, New York City
time on May 28, 1999 (unless extended by us). 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.
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, as amended, 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 and Madison's 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.
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.
INSTRUCTIONS FOR WITHDRAWAL
OF
PREVIOUSLY TENDERED UNITS OF LIMITED PARTNERSHIP INTEREST
IN
FOX STRATEGIC HOUSING INCOME PARTNERS
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 made on May 3, 1999 (the "Madison Offer")
by Madison Liquidity Investors ("Madison") please complete, execute,
detach and send the attached "Notice of Withdrawal of Previously Tendered
Units" of Fox Strategic Housing Income Partners. ("Notice of
Withdrawal"), to:
Madison Liquidity Investors
463 South Ulster Street
Suite 800
Denver, Colorado 80237
Telephone: (303) 858-0000
Madison must receive the Notice of Withdrawal prior to June 11, 1999, the
Expiration Date set forth in the Madison Offer, 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 be sent or transmitted to River Oaks Partnership Services, Inc. at P.O.
Box 2065, S. Hackensack, N.J. 07606-2065 (if by mail), 111 Commerce Road,
Carlstadt, N.J. 07072, Attn.: Reorganization Dept. (if by overnight courier) or
fax it to 201896-0910
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 Agreement of
Assignment and Transfer relating to the Madison Offer, in the same manner
as such Agreement of Assignment and Transfer 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 Madison Offer
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. If the signature was guaranteed on the Agreement
of Assignment and Transfer, then it must be guaranteed on the Notice of
Withdrawal.
<PAGE>
NOTICE OF WITHDRAWALofPreviously Tendered
UNITS OF LIMITED PARTNERSHIP INTEREST
of
FOX STRATEGIC HOUSING INCOME PARTNERS
TO: Madison Liquidity Investors
4643 South Ulster Street
Suite 800
Denver, Colorado 80237
Telephone: (303) 858-0000
Gentlemen:
The following units of limited partnership interest (the "Units") of
Fox Strategic Housing Income Partners. (the "Partnership") previously tendered
to Madison Liquidity Investors ("Madison") are hereby withdrawn. A failure to
complete the Section "Number of Units Tendered" shall be deemed to indicate the
intent of the undersigned that all Units tendered to Madison are hereby
withdrawn.
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DESCRIPTION OF UNIT(S) WITHDRAWN
AND
SIGNATURES 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, you may leave blank)
X ________________________________ X ______________________________
(Signature of Owner) (Signature of Joint Owner)
Name and Capacity (if other than individuals): ___________________________
Title: ___________________________________________________________________
Address: __________________________________________________________________
___________________________________________________________________________
(City) (State) (Zip)
Area Code and Telephone No. (Day): _________________________________________
(Evening): _____________________________________
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<PAGE>
Signature Guarantee (If Required)
(See Instruction 4)
Name and Address of Eligible Institution: __________________________________
____________________________________________________________________________
____________________________________________________________________________
Authorized Signature: X ____________________________________________________
Name: ______________________________________________________________________
Title: ___________________________________ Date: ___________________
