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. 5)
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FOX STRATEGIC HOUSING INCOME PARTNERS
(Name of Subject Company)
AIMCO PROPERTIES, L.P.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
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(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) 757-8101
(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*: $3,055,000 Amount of Filing Fee: $611.00
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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 $260 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)
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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: 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
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CUSIP No. NONE 14D-1 AND 13D/A Page 3
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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) [ ]
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
10. Type of Reporting Person
PN
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<PAGE>
CUSIP No. NONE 14D-1 AND 13D/A Page 4
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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
4,132
- --------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
15.83%
- --------------------------------------------------------------------------------
10. Type of Reporting Person
CO
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<PAGE>
AMENDMENT NO. 3 TO SCHEDULE 14D-1
This Amendment No. 3 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, as amended on May 5, 1999, as further amended on May
27, 1999, as further amended on June 14, 1999, and as further amended on July 1,
1999 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, as amended on May 5,
1999, as further amended on May 27, 1999, as further amended on June 14, 1999
and as further amended on July 1, 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
$260.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(9) Press Release dated July 7, 1999
(a)(10) Supplement No. 4 to Offer to Purchase dated July 7, 1999
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SIGNATURES
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: July 7, 1999
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.
By: Patrick J. Foye
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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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EXHIBIT INDEX
Exhibit Description
- ------- -----------
(a)(9) Press Release dated July 7, 1999
(a)(10) Supplement No. 4 to Offer to Purchase, dated July 7, 1999
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Exhibit (a)(9)
CONTACT: River Oaks Partnership Services, Inc.
(888) 349-2005 (toll free)
FOR IMMEDIATE RELEASE
DENVER, COLORADO, July 7, 1999-As previously announced, AIMCO Properties,
L.P. has commenced a tender offer for limited partnership interests in Fox
Strategic Housing Income Partners. AIMCO Properties today announced that in
connection with its outstanding offer for limited partnership interests in Fox
Strategic Housing Income Partners it has increased its per unit purchase price
to $260.
Based on information provided by the Information Agent for the offer, as of
the close of business on July 6, 1999, approximately 910 interests had been
tendered pursuant to the offer.
For further information, please contact River Oaks Partnership Services,
Inc. at (888) 349-2005 (toll free), which is acting as the Information Agent for
the offers.
Exhibit (a)(10)
Supplement No. 4 to
Offer to Purchase by
AIMCO Properties, L.P.
of up to 11,750 units of limited partnership interest of
Fox Strategic Housing Income Partners
for $260 per unit in CASH
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The purpose of this Supplement is to raise our offer price from $200 to
$260 per unit. The higher price will be paid for all units accepted for purchase
regardless of when the units are tendered, whether or not the units were
tendered prior to the increase in offer price.
We will accept a maximum 11,750 units in response to our offer. If more
units are tendered to us, we will generally accept units on a pro rata
basis according to the number of units tendered by each person.
Our offer price will be reduced for any distributions made by your
partnership since the date of the Offer to Purchase and prior to the
expiration of our offer.
Our offer and your withdrawal rights will expire at 5:00 p.m. New York City
time, on July 30, 1999, unless we extend the deadline.
You will not pay any fees or commissions if you tender your units.
Our offer is not subject to any minimum number of units being tendered.
See "Risk Factors" beginning on page 2 of Supplement No. 3 for a
description of risk factors that you should consider in connection with our
offer, including the following:
o We determined the offer price of $260 per unit without any arms-length
negotiations. Accordingly, our offer price may not reflect the fair
market value of your units.
o Your general partner and the property manager of the residential
property are affiliates of ours and, therefore, the general partner
has substantial conflicts of interest with respect to our offer.
o We are making this offer with a view to making a profit and,
therefore, there is a conflict between our desire to purchase your
units at a low price and your desire to sell your units at a high
price.
o Continuation of your partnership will result in our affiliates
continuing to receive management fees from your partnership. Such fees
would not be payable if your partnership was liquidated.
o It is possible that we may conduct a subsequent offer at a higher
price.
o For any units that we acquire from you, you will not receive any
future distributions from operating cash flow of your partnership or
upon a sale or refinancing of property owned by your partnership.
o If we acquire a substantial number of units, we will increase our
ability to influence voting decisions with respect to your partnership
and may control such voting decisions, including but not limited to
the removal of the general partner, most amendments to the partnership
agreement and the sale of all or substantially all of your
partnership's assets.
If you desire to accept our offer, you should complete and sign 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 River Oaks
Partnership Services, Inc., which is acting as Information Agent in connection
with our offer, at one of its addresses set forth on the back cover of this
Supplement. Questions and requests for assistance or for additional copies of
the Offer to Purchase, this Supplement or the Letter of Transmittal may also be
directed to the Information Agent at (888) 349-2005.
July 7, 1999
<PAGE>
We are offering to purchase up to 11,750 units, representing approximately
45% of the outstanding units of limited partnership interest in your
partnership, for the purchase price of $260 per unit, net to the seller in cash,
without interest, less the amount of distributions, if any, made by your
partnership in respect of any unit from April 30, 1999 until the expiration
date. Our offer is made upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated April 30, 1999, Supplement No. 1 to the Offer to
Purchase, dated May 27, 1999, Supplement No. 2 to the Offer to Purchase, dated
June 14, 1999, Supplement No. 3 to the Offer to Purchase, dated July 1, 1999,
and this Supplement and in the accompanying letter of transmittal.
If you tender your units in response to our offer you will not be obligated
to pay any commissions or partnership transfer fees but will be obligated to pay
any transfer taxes (see Instruction 8 to the letter of transmittal). We have
retained River Oaks Partnership Services, Inc. to act as the Information Agent
in connection with our offer. We will pay all charges and expenses in connection
with the services of the Information Agent. The offer is not conditioned on any
minimum number of units being tendered. However, certain other conditions do
apply. See "The Offer - Section 14. Conditions of the Offer," in the Offer to
Purchase.
Our offer will expire at 5:00 P.M., New York City time, on July 30, 1999,
unless extended. We will pay for units tendered pursuant to the offer within ten
business day of our acceptance of such units for payment. If you desire to
accept our offer, you must complete and sign the letter of transmittal in
accordance with the instructions contained therein and forward or hand deliver
it, together with any other required documents, to the Information Agent. You
may withdraw your tender of units pursuant to the offer at any time prior to the
expiration date of our offer and, if we have not accepted such units for
payment, on or after August 29, 1999.
Our Offer to Purchase is amended and supplemented as follows:
1. By deleting all references to the per unit purchase price being $200
and inserting $260 in lieu thereof.
2. The first paragraph under "The Offer - Section 12. Source of Funds" is
hereby replaced in its entirety by inserting the following in lieu
thereof:
We expect that approximately $3,055,000 will be required to
purchase all of the 11,750 limited partnership units that we are
seeking in this offer (exclusive of fees and expenses estimated to be
$10,000). For more information regarding fees and expenses, see "The
Offer Section 16. Fees and Expenses" in the Offer to Purchase2.
2
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The letter of transmittal and any other required documents should be sent
or delivered by each unitholder or such unitholder's broker, dealer, bank, trust
company or other nominee to the Information Agent at one of its addresses set
forth below.
THE INFORMATION AGENT FOR THE OFFER IS:
RIVER OAKS PARTNERSHIP SERVICES, INC.
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By Mail: By Overnight Courier: By Hand:
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P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
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For information, please call:
TOLL FREE: (888) 349-2005
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