SEC Comment Letter for APARTMENT INVESTMENT & MANAGEMENT CO (AIV) (CIK 0000922864) (AIV) — Nov 5, 2010
APARTMENT INVESTMENT & MANAGEMENT CO (AIV) (CIK 0000922864)
Date: Nov. 5, 2010 · CIK: 0000922864 · Accession: 0000000000-10-066310
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-169870, 333-169872, 333-169873
Referenced dates: October 5, 2010
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE
November 5, 2010 John Bezzant Senior Vice President Apartment Investment and Management Company 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237 Re: U.S. Realty Partners Limited Partnership National Property Investors III Shelter Properties II Schedules 13E-3, as amended Filed on October 12 and 28, 2010 File Nos. 005-55083, 005-47881, 005-44517
Apartment Investment and Management Company Aimco Properties, LP Registration Statements on Form S-4, as amended Filed on October 12 and 28, 2010 File Nos. 333-169870, 333-169872, 333-169873 Dear Mr. Bezzant: We have reviewed your filings and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amendi ng your filings, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your f ilings and the information you provide in response to these comments, we may have additional comments. The following comments are applicable to all three registration statements on Form S-4:
John Bezzant Apartment Investment and Management Company November 5, 2010 Page 2 General
1. We note that Items 7, 8 and 9 of each of the above Schedules 13E-3 incorporate by reference sections of the respective informa tion statement/prospectus that are not located in the Special Factors section. Please revi se each registration statement so that all disclosure responsive to Items 7, 8 and 9 of Schedule 13E-3 is included in the Special Factors section of the respec tive prospectus. See Exchange Act Rule 13e-3(e)(1)(ii).
2. We have reviewed your response to comm ent 1 in our letter dated October 5, 2010. Please note that in order to calculate whether condition I.B.1. of the Instructions to Form S-3 has been met, your equity must be trad ed on a public market, such as an exchange. Refer to Securities Act Forms C&DI Qu estion 116.08 available on our website at http://www.sec.gov/divisions/corpfin/guidanc e/safinterp.htm. While we note that Apartment Investment and Management Comp any shares are traded on the New York Stock Exchange, it does not appear that the sh ares of AIMCO Properties, L.P. are listed on a public market. Please provide an analys is of another way AI MCO Properties, L.P. meets the eligibility requirements of Form S-3. In the al ternative, please revise your Form S-4 to remove the information required under Items 10 and 11 for AIMCO Properties, L.P. that was incorporated by refe rence and provide the required disclosure on Form S-4 for AMICO.
Expenses and Fees and Source of Funds, pages 33, 34 and 36, respectively
3. The summaries of the revolving credit facility do not include a discussion of the collateral. Please revise or advise. Pl ease see Item 1007(d)(1) of Regulation M-A.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the filing persons are in possession of all facts relating to the disclosure, they are re sponsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from each of the filing persons acknowledging that: the filing person is responsible for the adequ acy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the filing person may not assert staff commen ts as a defense in any proceeding initiated by the Commission or any person under the fede ral securities laws of the United States.
John Bezzant Apartment Investment and Management Company November 5, 2010 Page 3 If you have questions or comments please contact Adam Turk, Attorney-Advisor, at (202) 551-3657 or me at (202) 551-3233. If you require further assistance, you may contact Perry Hindin, Special Counsel, Office of Mergers & Ac quisitions at (202) 551-3444. You may also contact us via facsimile at (202) 772-9203. Pleas e send all correspondence to us at the following ZIP code: 20549-3628.
S i n c e r e l y , T o m K l u c k B r a n c h C h i e f cc: Via Facsimile (213) 621-5396
Jonathan Friedman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
November 5, 2010
John Bezzant Senior Vice President Apartment Investment and Management Company 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237
Re: U.S. Realty Partners Limited Partnership
National Property Investors III
Shelter Properties II
Schedules 13E-3, as amended Filed on October 12 and 28, 2010 File Nos. 005-55083, 005-47881, 005-44517
Apartment Investment and Management Company Aimco Properties, LP Registration Statements on Form S-4, as amended
Filed on October 12 and 28, 2010
File Nos. 333-169870, 333-169872, 333-169873
Dear Mr. Bezzant:
We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amendi ng your filings, by providing the requested
information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we may have additional comments.
The following comments are applicable to all three registration statements on Form S-4:
John Bezzant
Apartment Investment and Management Company
November 5, 2010 Page 2 General
1. We note that Items 7, 8 and 9 of each of the above Schedules 13E-3 incorporate by
reference sections of the respective informa tion statement/prospectus that are not located
in the Special Factors section. Please revi se each registration statement so that all
disclosure responsive to Items 7, 8 and 9 of Schedule 13E-3 is included in the Special Factors section of the respec tive prospectus. See Exchange Act Rule 13e-3(e)(1)(ii).
2. We have reviewed your response to comm ent 1 in our letter dated October 5, 2010.
Please note that in order to calculate whether condition I.B.1. of the Instructions to Form
S-3 has been met, your equity must be trad ed on a public market, such as an exchange.
Refer to Securities Act Forms C&DI Qu estion 116.08 available on our website at
http://www.sec.gov/divisions/corpfin/guidanc e/safinterp.htm. While we note that
Apartment Investment and Management Comp any shares are traded on the New York
Stock Exchange, it does not appear that the sh ares of AIMCO Properties, L.P. are listed
on a public market. Please provide an analys is of another way AI MCO Properties, L.P.
meets the eligibility requirements of Form S-3. In the al ternative, please revise your
Form S-4 to remove the information required under Items 10 and 11 for AIMCO
Properties, L.P. that was incorporated by refe rence and provide the required disclosure on
Form S-4 for AMICO.
Expenses and Fees and Source of Funds, pages 33, 34 and 36, respectively
3. The summaries of the revolving credit facility do not include a discussion of the collateral. Please revise or advise. Pl ease see Item 1007(d)(1) of Regulation M-A.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the filing persons are in possession of
all facts relating to the disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made. In responding to our comments, please provide a written statement from each of the filing
persons acknowledging that:
the filing person is responsible for the adequ acy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
the filing person may not assert staff commen ts as a defense in any proceeding initiated
by the Commission or any person under the fede ral securities laws of the United States.
John Bezzant
Apartment Investment and Management Company November 5, 2010 Page 3 If you have questions or comments please contact Adam Turk, Attorney-Advisor, at (202) 551-3657 or me at (202) 551-3233. If you require further assistance, you may contact Perry Hindin, Special Counsel, Office of Mergers & Ac quisitions at (202) 551-3444. You may also
contact us via facsimile at (202) 772-9203. Pleas e send all correspondence to us at the following
ZIP code: 20549-3628.
S i n c e r e l y , T o m K l u c k B r a n c h C h i e f cc: Via Facsimile (213) 621-5396
Jonathan Friedman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP