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EX-10.1 - EX-10.1 - ANGELES INCOME PROPERTIES LTD 6 | d83840exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 28, 2011
ANGELES INCOME PROPERTIES, LTD. 6
(Exact name of registrant as specified in its charter)
CALIFORNIA | 0-16210 | 95-4106139 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
55 BEATTIE PLACE | ||
POST OFFICE BOX 1089 | 29602 | |
GREENVILLE, SOUTH CAROLINA | (Zip Code) | |
(Address of principal executive offices) |
Registrants telephone number, including area code (864) 239-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
þ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01. Entry into a Material Definitive Agreement.
On July 28, 2011, Angeles Income Properties, Ltd. 6, a California limited partnership (AIP
6), entered into an agreement and plan of merger (the Merger Agreement) with AIMCO Properties,
L.P., a Delaware limited partnership (AIMCO OP), AIMCO AIP 6 Merger Sub LLC, a Delaware limited
liability company of which AIMCO OP is the sole member (the Merger Subsidiary), and Angeles
Income Properties 6, LP, a Delaware limited partnership (New AIP 6), pursuant to which AIP 6 will
be merged with and into New AIP 6, with New AIP 6 as the surviving entity, following which the
Merger Subsidiary will be merged with and into New AIP 6, with New AIP 6 as the surviving entity.
In the merger transactions, each unit of limited partnership interest (each, a Unit) of AIP
6 outstanding immediately prior to the consummation of the merger transactions will be converted
into an identical unit of limited partnership interest in New AIP 6 (also known as a Unit),
following which each Unit (other than Units held by limited partners who perfect their appraisal
rights pursuant to the Merger Agreement) will be converted into the right to receive, at the
election of the limited partner, either (i) $252.40 in cash (the Cash Consideration) or (ii) a
number of partnership common units of AIMCO OP calculated by dividing $252.40 by the average
closing price of Apartment Investment and Management Company common stock, as reported on the New
York Stock Exchange, over the ten consecutive trading days ending on the second trading day
immediately prior to the effective time of the merger transactions (the OP Unit Consideration).
However, if AIMCO OP determines that the law of the state or other jurisdiction in which a limited
partner resides would prohibit the issuance of partnership common units of AIMCO OP in that state
or other jurisdiction (or that registration or qualification in that state or jurisdiction would be
prohibitively costly), then such limited partner will only be entitled to receive the Cash
Consideration for each Unit. Those limited partners who do not make an election will be deemed to
have elected to receive the Cash Consideration.
In the second merger, AIMCO OPs membership interest in the Aimco Subsidiary will be converted
into Units of New AIP 6. As a result, after the merger, AIMCO OP will be the sole limited partner
of New AIP 6, holding all outstanding Units. Angeles Realty Corporation II will continue to be the
general partner of New AIP 6 after the merger transactions, and AIP 6s partnership agreement in
effect immediately prior to the merger transactions will be amended to reflect the merger
transactions.
Completion of the merger transactions is subject to certain conditions, including approval by
a majority in interest of the limited partners holding Units. As of July 21, 2011, AIP 6 had issued
and outstanding 47,311 Units, and AIMCO OP and its affiliates owned 27,739 of those Units, or
approximately 58.63% of the number of outstanding Units. AIMCO OP and its affiliates have indicated
that they intend to take action by written consent to approve the merger.
The foregoing summary of the Merger Agreement is qualified in its entirety by reference to the
Merger Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Additional Information for Investors:
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities. AIMCO OP and Apartment Investment and Management Company will file with the
Securities and Exchange Commission a registration statement on Form S-4 that will include an
information statement of AIP 6 relating to the transactions, which will also constitute a
prospectus of AIMCO OP and Apartment Investment and Management Company. INVESTORS ARE URGED TO READ
THE INFORMATION STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION REGARDING THE TRANSACTION.
The information statement/prospectus and other documents which will be filed with the
Securities and Exchange Commission will be available free of charge at the SECs website,
www.sec.gov. You may request a copy of these filings, at no cost, by writing or calling Apartment
Investment and Management Company at the following address and telephone number: ISTC Corporation,
P.O. Box 2347, Greenville, South Carolina 29602; telephone number (864) 239-1029.
ITEM 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed with this report:
Exhibit | ||
Number | Description | |
10.1
|
Agreement and Plan of Merger, dated July 28, 2011, by and among Angeles Income Properties, Ltd. 6, AIMCO Properties, L.P. AIMCO AIP 6 Merger Sub LLC, and Angeles Income Properties 6, LP. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
ANGELES INCOME PROPERTIES, LTD. 6 | ||||||
Date: July 28, 2011
|
By: | ANGELES REALTY CORPORATION II, | ||||
Its General Partner | ||||||
By: | /s/ Stephen B. Waters
|
|||||
Senior Director of Partnership Accounting |
[Signature Page AIP 6 - Form 8-K]