Attached files
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EX-10.1 - EX-10.1 - US REALTY PARTNERS LTD PARTNERSHIP | d76798exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 8, 2010
U.S. REALTY PARTNERS LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
DELAWARE (State or other jurisdiction of incorporation) |
0-15656 (Commission File Number) |
57-0814502 (IRS Employer Identification No.) |
55 BEATTIE PLACE POST OFFICE BOX 1089 GREENEVILLE, SOUTH CAROLINA (Address of principal executive offices) |
29602 (Zip Code) |
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 October 8, 2010, U.S. Realty Partners Limited Partnership, a Delaware limited partnership
(USRP), entered into an agreement and plan of merger (the Merger Agreement) with Aimco
Properties, L.P., a Delaware limited partnership (Aimco OP) and Aimco USRP Merger Sub LLC, a
Delaware limited liability company of which Aimco OP is the sole member (the Merger Subsidiary),
pursuant to which the Merger Subsidiary will be merged with and into USRP, with USRP as the
surviving entity.
In the merger, each unit of limited
partnership interest, (each, a Unit) of USRP outstanding immediately prior to the consummation of
the merger, except those 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) $2.76 in cash (the Cash Consideration) or (ii) a number of partnership common
units of Aimco OP calculated by dividing $2.76 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 (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 jurisdiction (or that registration in that
state or other 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 cash.
In the merger, Aimco OPs membership interest in the Aimco Subsidiary will be converted into
USRP Units. As a result, after the merger, Aimco OP will be the sole limited partner in USRP,
holding all outstanding Units. U.S. Realty I Corporation will continue to be the corporate general
partner of USRP after the merger, Aimco OP will continue to be the individual general partner of
USRP after the merger, and USRPs partnership agreement in effect immediately prior to the merger
will remain unchanged after the merger.
Completion of the merger is subject to certain conditions, including approval by a majority in
interest of the Units. As of October 6, 2010, USRP had issued and outstanding 1,222,000 Units, and
Aimco OP and its affiliates owned 900,195 of those Units, or approximately 73.67% 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 USRP relating to the transaction, 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 October 8, 2010, by and among U.S. Realty Partners Limited Partnership, Aimco Properties, L.P. and Aimco USRP Merger Sub LLC. |
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.
U.S. REALTY PARTNERS LIMITED PARTNERSHIP |
||||
Date: October 12, 2010 | By: | U.S. REALTY I CORPORATION | ||
Corporate General Partner | ||||
By | /s/ Derek McCandless | |||
Derek McCandless | ||||
Senior Vice President | ||||