<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. __)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
Fox Strategic Housing Income Partners
-------------------------------------
(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
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Calculation of Filing Fee
<TABLE>
<CAPTION>
Transaction valuation* Amount of filing fee
---------------------- --------------------
<S> <C>
$3,316,302 $663.27
</TABLE>
* For purposes of calculating the fee only. This amount assumes the
purchase of 16,749 units of limited partnership interest of the subject
partnership for $198 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.
Amount Previously Paid: $ Filing Party:
---------------- ---------------------
Form or Registration No.: Date Filed:
----------------- ------------------------
----------
[ ] 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: [ ]
2
<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
9,149 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
9,149 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,149 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 34.32%
14. TYPE OF REPORTING PERSON
PN
3
<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
9,149 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
9,149 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,149 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 34.32%
14. TYPE OF REPORTING PERSON
CO
4
<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
9,362 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
9,362 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,362 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 35.14%
14. TYPE OF REPORTING PERSON
CO
5
<PAGE> 6
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
INSIGNIA PROPERTIES, L.P.
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
213 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
213 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 0.82%
14. TYPE OF REPORTING PERSON
PN
6
<PAGE> 7
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO/IPT, 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
213 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
213 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 0.82%
14. TYPE OF REPORTING PERSON
CO
7
<PAGE> 8
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
IPLP ACQUISITION I, L.L.C.
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
3,919 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
3,919 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,919 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 15.01%
14. TYPE OF REPORTING PERSON
OO
8
<PAGE> 9
TENDER OFFER STATEMENT/ AMENDMENT NO. 5 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) 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 Fox
Strategic Housing Income Partners (the "Partnership"); and (b) Amendment No. 5
to the Schedule 13D (the "Schedule 13D") originally filed with the Securities
and Exchange Commission (the "Commission") on April 30, 1999, by AIMCO OP and
Apartment Investment and Management Company ("AIMCO"), as amended by (i)
Amendment No. 1, filed with the Commission on August 4, 1999, by AIMCO OP and
AIMCO, (ii) Amendment No. 2, filed with the Commission on November 17, 1999, by
AIMCO OP and AIMCO, (iii) Amendment No. 3, dated December 16, 1999, by AIMCO OP,
IPLP Acquisition I, L.L.C. ("IPLP Acquisition") and AIMCO, and (iv) Amendment
No. 4, dated January 10, 2000, by AIMCO OP, IPLP Acquisition and AIMCO.
----------
The information in the "Offer to Purchase" of AIMCO Properties, L.P.,
dated August 7, 2000 (the "Offer"), Exhibit (a)(1) hereto, is incorporated
herein by reference in answer to all of the Items of this Schedule TO except as
otherwise set forth below:
Item 3. Identity and Background of Filing Person.
(a) This Statement is being filed by AIMCO Properties, L.P., a Delaware
limited partnership, and, insofar as this Statement constitutes Amendment No. 5
to the Schedule 13D, by AIMCO Properties, L.P., a Delaware limited partnership,
IPLP Acquisition I, L.L.C., a Delaware limited liability company, Insignia
Properties, L.P., a Delaware limited partnership ("IPLP"), AIMCO/IPT, Inc., a
Delaware corporation ("AIMCO/IPT"), AIMCO-GP, Inc., a Delaware corporation
("AIMCO-GP"), and Apartment Investments and Management Company, a Maryland
corporation (collectively, the "Reporting Persons"). The principal business of
the Reporting Persons is the ownership, acquisition, development, expansion and
management of multi-family apartment properties. The principal executive offices
and telephone number of the Reporting Persons are located at Colorado Center,
Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222;
(303) 757-8101.
During the last five years, none of the Reporting Persons nor, to the
best of their knowledge, any of the persons listed in Annex I to the Offer (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining further
violations of or prohibiting activities subject to federal or state securities
laws or finding any violation with respect to such laws.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Except as described in the Offer, none of the events set forth in Item
1005(b) of Regulation S-K has occurred.
9
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Item 6. Purposes of the Transaction and Plans or Proposals.
Except as set forth in the Offer, none of the events set forth in Item
1006 (c) of Regulations S-K is planned, proposed or being negotiated.
Item 7. Source and Amount of Funds or Other Consideration.
Except as set forth in the Offer, there are no alternative plans to
finance the tender offer and no plans to repay any borrowed funds used in the
tender offer.
Item 8. Interest in Securities of the Subject Company.
IPLP Acquisition directly owns 3,919 Units, IPLP directly owns 213
Units, and AIMCO OP directly owns 5,230 Units (for an aggregate of 9,362 Units),
representing approximately 15.01%, 0.82% and 19.31%, respectively, or a total of
approximately 35.14% of the outstanding Units based on the 26,111 Units
outstanding at July 1, 2000.
AIMCO/IPT and AIMCO may be deemed to beneficially own the units
directly owned by IPLP by reason of each of their relationships with IPLP.
AIMCO/IPT is the sole general partner of IPLP (owning approximately 66.17% of
the total equity interests). AIMCO/IPT is a wholly-owned subsidiary of AIMCO.
AIMCO OP, AIMCO-GP and AIMCO may be deemed to beneficially own the
Units directly owned by IPLP Acquisition by reason of their relationship with
IPLP Acquisition. AIMCO-GP and AIMCO may be deemed to beneficially own the Units
directly owned by AIMCO OP by each of their relationship with AIMCO OP. IPLP
Acquisition is a wholly-owned subsidiary of AIMCO OP, and AIMCO-GP is the sole
general partner of AIMCO OP (owning approximately 1% of the total equity
interests). AIMCO-GP is a wholly-owned subsidiary of AIMCO.
Accordingly, for purposes of this Statement: (i) IPLP Acquisition is
reporting that it shares the power to vote or direct the vote, and the power to
dispose or direct the disposition of, the 3,919 Units directly owned by it; (ii)
IPLP is reporting that it shares the power to vote or direct the vote, and the
power to dispose and direct the disposition of, the 213 Units owned by it; (iii)
AIMCO/IPT is reporting that it shares the power to vote or direct the vote, and
the power to dispose or direct the disposition of, the 213 Units directly owned
by IPLP; (iv) AIMCO OP is reporting that it shares the power to vote or direct
the power to vote, and the power to dispose or direct the disposition of, the
5,230 Units directly owned by it and the 3,919 Units directly owned by IPLP
Acquisition; (viii) AIMCO-GP is reporting that it shares the power to vote, or
the power to dispose or direct the disposition of, the 5,230 Units owned by
AIMCO OP and the 3,919 Units directly owned by IPLP Acquisition; and (ix) AIMCO
is reporting that it shares the power to vote or direct the vote, and the power
to dispose or direct the disposition of, the 3,919 Units directly owned by IPLP
Acquisition, the 213 Units directly owned by IPLP and the 5,230 Units directly
owned by AIMCO OP.
10
<PAGE> 11
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 the Quarterly Report on
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 August 7, 2000
(a)(2) Letter of Transmittal and related Instructions.
(a)(3) Letter, dated August 7, 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
Quarterly Report on Form 10-Q for the 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 November 15, 1999,
among AIMCO, AIMCO-GP, and AIMCO OP. (Previously
filed.)
Item 13. Information Required by Schedule 13E-3.
Not applicable.
11
<PAGE> 12
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: August 7, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
-------------------------------
Executive Vice President
IPLP ACQUISITION I, L.L.C.
By: /s/ Patrick J. Foye
-------------------------------
Executive Vice President
AIMCO/IPT, INC.
By: /s/ Patrick J. Foye
-------------------------------
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, 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
12
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(a)(1) Offer to Purchase, dated August 7, 2000
(a)(2) Letter of Transmittal and related Instructions.
(a)(3) Letter, dated August 7, 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
Quarterly Report on Form 10-Q for the 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 November 15, 1999, among
AIMCO, AIMCO-GP, and AIMCO OP. (Previously filed.)
</TABLE>
