<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. 18)
Shelter Properties II Limited Partnership
-----------------------------------------
(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>
Transaction valuation* Amount of filing fee
--------------------- --------------------
<S> <C>
$6,294,933.96 $1,258.99
</TABLE>
* For purposes of calculating the fee only. This amount assumes the
purchase of 10,705.67 units of limited partnership interest of the
subject partnership for $588 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
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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
5,707.83 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
5,707.83 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,707.83 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 21.55%
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
5,707.83 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
5,707.83 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,707.83 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 21.55%
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
16,794.33 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
16,794.33 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,794.33 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 61.46%
14. TYPE OF REPORTING PERSON
CO
5
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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
11,086.50 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
11,086.50 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,086.50 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 39.91%
14. TYPE OF REPORTING PERSON
PN
6
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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
11,086.50 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
11,086.50 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,086.50 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 39.91%
14. TYPE OF REPORTING PERSON
CO
7
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CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
COOPER RIVER PROPERTIES, 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
1,958.50 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
1,958.50 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,958.50 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 7.05%
14. TYPE OF REPORTING PERSON
OO
8
<PAGE> 9
TENDER OFFER STATEMENT/ AMENDMENT NO. 18 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 Shelter
Properties II Limited Partnership (the "Partnership"); and (b) Amendment No. 18
to the Schedule 13D (the "Schedule 13D") originally filed with the Securities
and Exchange Commission (the "Commission") on May 31, 1995, by Insignia
Financial Group, Inc. ("Insignia") and SP II Acquisition, L.L.C. ("SP II"), as
amended by (i) Amendment No. 1, filed with the Commission on June 14, 1995, by
Insignia and SP II, (ii) Amendment No. 2, filed with the Commission on June 21,
1995, by Insignia and SP II, (iii) Amendment No. 3, filed with the Commission on
July 12, 1995, by Insignia and SP II, (iv) Amendment No. 4, filed with the
Commission on November 22, 1995, by Insignia and SP II, (v) Amendment No. 5,
filed with the Commission on April 24, 1997, by Insignia, Insignia Properties,
L.P. ("IPLP"), SP II, Insignia Properties Trust ("IPT") and Andrew L. Farkas,
(vi) Amendment No. 6, filed with the Commission on June 20, 1997, by Insignia,
IPLP, IPT and Andrew L. Farkas, (vii) Amendment No. 7, filed with the Commission
on July 21, 1998, by Cooper River Properties, L.L.C. ("Cooper River"), Insignia,
IPLP, IPT and Andrew L. Farkas, (viii) Amendment No. 8, filed with the
Commission on August 18, 1998, by Cooper River, Insignia, IPLP, IPT and Andrew
L. Farkas, (ix) Amendment No. 9, filed with the Commission on August 24, 1998,
by Cooper River, Insignia, IPLP, IPT and Andrew L. Farkas, (x) Amendment No. 10,
filed with the Commission on September 24, 1998, by Cooper River, Insignia,
IPLP, IPT and Andrew L. Farkas, (xi) Amendment No. 11, filed with the Commission
on October 26, 1998, by Cooper River, IPLP, IPT, AIMCO OP, AIMCO-GP, Inc.
("AIMCO-GP") and Apartment Investment and Management Company ("AIMCO"), (xii)
Amendment No. 12, filed with the Commission on June 10, 1999, by Cooper River,
AIMCO/IPT, Inc. ("AIMCO/IPT"), IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xiii)
Amendment No. 13, filed with the Commission on July 8, 1999, by Cooper River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xiv) Amendment No. 14, filed
with the Commission on July 30, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO
OP, AIMCO-GP and AIMCO, (xv) Amendment No. 15, filed with the Commission on
November 17, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and
AIMCO, (xvi) Amendment No. 16, dated December 16, 1999, by Cooper River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, and (xvii) Amendment No. 17,
dated January 10, 2000, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP 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. 18
to the Schedule 13D, by AIMCO Properties, L.P., a Delaware limited partnership,
Cooper River Properties, L.L.C., a Delaware limited liability company, Insignia
Properties, L.P., a Delaware limited partnership, AIMCO/IPT, Inc., a Delaware
corporation, AIMCO-GP, Inc., a Delaware corporation, 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-
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<PAGE> 10
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.
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.
Cooper River directly owns 1,958.50 Units, IPLP directly owns 9,128
Units, and AIMCO OP directly owns 5,707.83 Units (for an aggregate of 16,794.33
Units), representing approximately 7.05%, 32.86% and 21.55%, respectively, or a
total of approximately 61.46% of the outstanding Units based on the 27,500 Units
outstanding at July 1, 2000.
IPLP, AIMCO/IPT and AIMCO may be deemed to beneficially own the Units
directly owned by Cooper River by reason of each of their relationship with
Cooper River. 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.
Cooper River is a wholly-owned subsidiary of IPLP, and 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-GP and AIMCO may be deemed to beneficially own the Units directly
owned by AIMCO OP by each of their relationship with AIMCO OP. 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) Cooper River is
reporting that it shares the power to vote or direct the vote, and the power to
dispose or direct the disposition of, the 1,958.50 Units
10
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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
9,128 Units owned by it and the 1,958.50 Units directly owned by Cooper River;
(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 1,958.50 Units
directly owned by Cooper River and the 9,128 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 5,707.83 Units
directly owned by it; (v) AIMCO-GP is reporting that it shares the power to
vote, or the power to dispose or direct the disposition of, the 5,707.83 Units
owned by AIMCO OP; and (vi) 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
1,958.50 Units directly owned by Cooper River, the 9,128 Units directly owned by
IPLP and the 5,707.83 Units directly owned by AIMCO OP.
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.
<TABLE>
<CAPTION>
<S> <C> <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.
</TABLE>
11
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<TABLE>
<S> <C> <C>
(z)(1) Agreement of Joint Filing, dated November 15, 1999, among AIMCO,
AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP, and Cooper River. (Previously
filed.)
</TABLE>
Item 13. Information Required by Schedule 13E-3.
Not applicable.
12
<PAGE> 13
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
COOPER RIVER PROPERTIES, 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
13
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
---------- ------------
<S> <C> <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, AIMCO OP, AIMCO/IPT, IPLP, and Cooper River.
(Previously filed.)
</TABLE>
