<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. 25)
Consolidated Capital Institutional Properties
---------------------------------------------
(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
<PAGE> 2
Calculation of Filing Fee
<TABLE>
<CAPTION>
Transaction valuation* Amount of filing fee
---------------------- --------------------
<S> <C>
$32,690,481.60 $6,538.10
</TABLE>
* For purposes of calculating the fee only. This amount assumes the purchase of
77,649.60 units of limited partnership interest of the subject partnership for
$421 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
81,204.30 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
81,204.30 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,204.30 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 30.58%
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
81,204.30 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
81,204.30 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,204.30 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 30.58%
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
121,402.40 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
121,402.40 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
121,402.40 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 61.38%
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
61,938 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
61,938 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,938 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 30.80%
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
61,938 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
61,938 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,938 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 30.80%
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)
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
11,365.60 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
11,365.60 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,365.60 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.65%
14. TYPE OF REPORTING PERSON
OO
8
<PAGE> 9
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
REEDY 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
28,832.50 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
28,832.50 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,832.50 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 14.34%
14. TYPE OF REPORTING PERSON
OO
9
<PAGE> 10
TENDER OFFER STATEMENT/ AMENDMENT NO. 25 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 Consolidated
Capital Institutional Properties (the "Partnership"); and (b) Amendment No. 25
to the Schedule 13D (the "Schedule 13D") originally filed with the Securities
and Exchange Commission (the "Commission") on December 19,1994, by Insignia
Financial Group, Inc. ("Insignia"), as amended by (i) Amendment No. 1, filed
with the Commission on October 4, 1996, by Insignia, Liquidity Assistance,
L.L.C. ("Liquidity Assistance"), Market Ventures, L.L.C. ("Market Ventures") and
Andrew L. Farkas, (ii) Amendment No. 2, filed with the Commission on April 25,
1997, by Insignia, Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust
("IPT") and Andrew L. Farkas, (iii) Amendment No. 3, filed with the Commission
on August 1, 1997, by Insignia, IPLP, IPT and Andrew L. Farkas, (iv) Amendment
No. 4, filed with the Commission on October 30, 1997, by Reedy River Properties,
L.L.C. ("Reedy River"), Insignia, IPLP, IPT and Andrew L. Farkas, (v) Amendment
No. 5, filed with the Commission on November 19, 1997, by Reedy River, IPLP,
ITP, Insignia and Andrew L. Farkas, (vi) Amendment No. 6, filed wit the
Commission on December 2, 1997, by Reedy River, IPLP, IPT, Insignia and Andrew
L. Farkas, (vii) Amendment No. 7, filed with the Commission on December 8, 1997,
by Reedy River, IPLP, IPT, Insignia and Andrew L. Farkas, (viii) Amendment No.
8, filed with the Commission on December 10, 1997, by Reedy River, IPLP, IPT,
Insignia and Andrew L. Farkas, (ix) Amendment No. 9, filed with the Commission
on December 16, 1997, by Reedy River, IPLP, IPT, Insignia and Andrew L. Farkas,
(x) Amendment No. 10, filed with the Commission on March 5, 1998, by Reedy
River, IPLP, IPT, Insignia and Andrew L. Farkas, (xi) Amendment No. 11, filed
with the Commission on July 30,1998, by Cooper River Properties, L.L.C..
("Cooper River"), IPLP, IPT, Insignia and Andrew L. Farkas, (xii) Amendment No.
12, filed with the Commission on August 18,1998, by Cooper River, IPLP, IPT,
Insignia and Andrew L. Farkas, (xiii) Amendment No. 13, filed with the
Commission on August 27, 1998, by Cooper River, IPLP, IPT, Insignia and Andrew
L. Farkas, (xiv) Amendment No. 14, filed with the Commission on September 2,
1998, by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas, (xv) Amendment
No. 15, filed with the Commission by Cooper River, IPLP, IPT, Insignia and
Andrew L. Farkas, (xvi) Amendment No. 16, filed with the Commission by Cooper
River, IPLP, IPT, Insignia and Andrew L. Farkas, (xvii) Amendment No. 17, filed
with the Commission on October 26, 1998, by River, IPLP, IPT, AIMCO OP,
AIMCO-GP, Inc. ("AIMCO -GP") and Investment and Management Company ("AIMCO"),
(xviii) Amendment No.18, filed with the Commission on January 22, 1999, by
Cooper River, Reedy River, IPLP, IPT, AIMCO OP AIMCO-GP and AIMCO, (xix)
Amendment No. 19, filed with the Commission on June 10, 1999, by Cooper River,
Reedy River, AIMCO/IPT, Inc. ("AIMCO/IPT"), IPLP, AIMCO OP, AIMCO-GP and AIMCO,
(xx) Amendment No. 20, filed with the Commission on July 8, 1999, by Cooper
River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xxi)
Amendment No. 21, filed in the Commission on July 30, 1999, by Cooper River,
Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xxii) Amendment No.
22, filed with the Commission on November 22, 1999 by Cooper River, Reedy River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xxiii) Amendment No. 23, dated
December 16, 1999, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO, and (xxiv) Amendment No. 24, dated January 10, 2000, by
Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO.
----------
10
<PAGE> 11
The information in the "Offer to Purchase" of AIMCO Properties, L.P., dated
August 10, 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. 25
to the Schedule 13D, by AIMCO Properties, L.P., a Delaware limited partnership,
Cooper River Properties, L.L.C., a Delaware limited liability company, Reedy
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-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 11,365.60 Units, Reedy River directly owns
28,832.50 Units, IPLP directly owns 50,572.40 Units, and AIMCO OP directly owns
30,631.90 Units (for an aggregate of 121,402.40 Units), representing
approximately 5.65%, 14.34%, 25.15% and 16.24%, respectively, or a total of
approximately 61.38% of the outstanding Units based on the 199,052 Units
outstanding at July 1, 2000.
11
<PAGE> 12
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 OP, AIMCO-GP and AIMCO may be deemed to beneficially own the Units
directly owned by Reedy River by reason of their relationship with Reedy River.
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. Reedy River 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) 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 11,365.60 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 50,572.40 Units owned by it and
the 11,365.60 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 11,365.60 Units directly owned by Cooper River
and the 50,572.40 Units directly owned by IPLP; (iv) Reedy 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 28,832.50 Units directly owned by it; (v) 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 30,631.90 Units
directly owned by it and the 50,572.40 Units directly owned by Reedy River; (vi)
AIMCO-GP is reporting that it shares the power to vote, or the power to dispose
or direct the disposition of, the 30,631.90 Units owned by AIMCO OP and the
50,572.40 Units directly owned by Reedy River; and (vii) 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 11,365.60 Units directly owned by Cooper River,
the 50,572.40 Units directly owned by IPLP, the 28,832.50 Units directly owned
by Reedy River and the 30,631.90 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.
(a)(1) Offer to Purchase, dated August 10, 2000
(a)(2) Letter of Transmittal and related Instructions.
12
<PAGE> 13
(a)(3) Letter, dated August 10, 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, Reedy River and
Cooper River. (Previously filed.)
Item 13. Information Required by Schedule 13E-3.
Not applicable.
13
<PAGE> 14
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 10, 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
REEDY RIVER PROPERTIES, L.L.C.
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
14
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
(a)(1) Offer to Purchase, dated August 10, 2000
(a)(2) Letter of Transmittal and related Instructions.
(a)(3) Letter, dated August 10, 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, Reedy River and Cooper River. (Previously filed.)
</TABLE>
