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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 29549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
NATIONAL PROPERTY INVESTORS 5
(Name of Subject Company)
AIMCO PROPERTIES, L.P.
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
PATRICK J. FOYE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
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CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
Transaction Valuation* $1,400,165 Amount of Filing Fee: $280.03
- -------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the
purchase of 20,897.98 units of limited partnership interest of the
subject partnership for $67 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 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: $280.03 Filing Parties: AIMCO Properties, L.P.
Form or Registration No.: Schedule 14D-1 Date Filed: July 23, 1999
(Continued on following pages)
Page 1 of 4 Pages
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AMENDMENT NO. 1 TO SCHEDULE 14D-1/AMENDMENT NO. 9 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No. 1 to
the initial Schedule 14D-1 of AIMCO Properties, L.P. (the "AIMCO OP"), relating
to AIMCO OP's offer to purchase units of limited partnership interest ("Units")
of National Property Investors 5 (the "Partnership"); and (b) Amendment No. 9
to the Schedule 13D (the "Schedule 13D") originally filed with the Securities
and Exchange Commission (the "Commission") on August 28, 1995, by Insignia
Financial Group, Inc. ("Insignia"), IFGP Corporation ("IFGP"), Insignia NPI,
L.L.C. ("NPI"), Riverside Drive, L.L.C. ("Riverside") and Andrew L. Farkas, as
amended by (i) Amendment No. 1, filed with the Commission on January 30, 1996,
by Insignia, IFGP, NPI, Riverside, Insignia Commercial Group, Inc.
("Commercial"), Insignia Properties Corporation ("IPC") and Andrew L. Farkas,
(ii) Amendment No. 2, filed with the Commission on February 28, 1996, by
Insignia, IFGP, NPI, Riverside, Commercial, IPC and Andrew L. Farkas, (iii)
Amendment No. 3, filed with the Commission on January 16, 1997, by Insignia,
Insignia Properties, L.P. ("IPLP"), Commercial, Insignia Properties Trust
("IPT") and Andrew L. Farkas, (iv) Amendment No. 4, filed with the Commission
on October 26, 1998, by IPLP, IPT, AIMCO OP, AIMCO-GP, Inc. ("AIMCO-GP") and
Apartment Investment and Management Company ("AIMCO"), (v) Amendment No. 5,
filed with the Commission on June 10, 1999, by AIMCO/IPT, Inc. ("AIMCO/IPT"),
IPLP, AIMCO OP, AIMCO-GP and AIMCO, (vi) Amendment No. 6, filed with the
Commission on June 10, 1999, by AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO,
(vii) Amendment No. 7, filed with the Commission on July 22, 1999, by
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, and (viii) Amendment No. 8,
filed with the Commission on July 23, 1999, by AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO. The item numbers and responses thereto are set forth below
in accordance with the requirements of Schedule 14D-1.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(1) Offer to Purchase, dated July 22, 1999 (previously filed).
(a)(2) Letter of Transmittal and related Instructions (previously filed).
(a)(3) Letter, dated July 22, 1999, from AIMCO OP to the Limited Partners of the
Partnership (previously filed).
(a)(4) Supplement to Offer to Purchase, dated August 19, 1999.
(b) Amended and Restated Credit Agreement (Unsecured Revolver-to-Term
Facility), dated as of October 1, 1998, among AIMCO
OP, Bank of America National Trust and Savings
Association, and BankBoston, N.A. (Exhibit 10.1 to
AIMCO's Current Report on Form 8-K, dated October l,
1998, is incorporated herein by this reference).
(b)(2) First Amendment to Credit Agreement, dated as of
November 6, 1998, by and among AIMCO OP, the
financial institutions listed on the signature pages
thereof and Bank of America National Trust and
Savings Association (Exhibit 10.2 to AIMCO's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1998, is incorporated herein by this
reference).
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(z)(1) Agreement of Joint Filing, dated July 22, 1999,
among AIMCO, AIMCO-GP, AIMCO OP, AIMCO/IPT and IPLP
(previously filed).
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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.
Dated: August 19, 1999
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 PROPERTIES, L.P.
By: AIMCO-GP, 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
Page 3 of 4 Pages
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(1) Offer to Purchase, dated July 22, 1999 (previously filed).
(a)(2) Letter of Transmittal and related Instructions (previously filed).
(a)(3) Letter, dated July 22, 1999, from AIMCO OP to the Limited Partners of the
Partnership (previously filed).
(a)(4) Supplement to Offer to Purchase, dated August 19, 1999.
(b) Amended and Restated Credit Agreement (Unsecured Revolver-to-Term
Facility), dated as of October 1, 1998, among AIMCO
OP, Bank of America National Trust and Savings
Association, and BankBoston, N.A. (Exhibit 10.1 to
AIMCO's Current Report on Form 8-K, dated October l,
1998, is incorporated herein by this reference).
(b)(2) First Amendment to Credit Agreement, dated as of
November 6, 1998, by and among AIMCO OP, the
financial institutions listed on the signature pages
thereof and Bank of America National Trust and
Savings Association (Exhibit 10.2 to AIMCO's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1998, is incorporated herein by this
reference).
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(z)(1) Agreement of Joint Filing, dated July 22, 1999,
among AIMCO, AIMCO-GP, AIMCO OP, AIMCO/IPT and IPLP
(previously filed).
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Page 4 of 4 Pages
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SUPPLEMENT TO
OFFER TO PURCHASE BY
AIMCO PROPERTIES, L.P.
OF UP TO 19,825.51 UNITS OF LIMITED PARTNERSHIP INTEREST OF
NATIONAL PROPERTY INVESTORS 5
FOR $67 PER UNIT IN CASH
We will only accept a maximum of 19,825.51 units in response to our offer. If
more units are tendered to us, we will generally accept units on a pro rata
basis according to the number of units tendered by each person.
We will pay for accepted units promptly after expiration of the offer.
Our offer price will be reduced for any distributions made by your partnership
since the date of the Offer to Purchase and prior to the expiration of our
offer.
Our offer and your withdrawal rights will expire at 5:00 p.m., New York City
time, on August 26, 1999, unless we extend the deadline.
YOU WILL NOT PAY ANY PARTNERSHIP TRANSFER FEES IF YOU TENDER YOUR UNITS.
Our offer is subject to a minimum of 35% of the units being tendered.
SEE "RISK FACTORS" BEGINNING ON PAGE 1 OF THE OFFER TO PURCHASE AND ON
PAGE 1 HEREIN FOR A DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN
CONNECTION WITH OUR OFFER, INCLUDING THE FOLLOWING:
o We determined the offer price of $67 per unit without any arms-length
negotiations. Accordingly, our offer price may not reflect the fair
market value of your units.
o While secondary sales activity in the units of your partnership has
been limited and sporadic, sales prices for units in your partnership
ranged from $31.26 to $188.07 since January 1, 1996.
o Your general partner and the property manager of the residential
property are affiliates of ours and, therefore, the general partner
has substantial conflicts of interest with respect to our offer.
o We are making this offer with a view to making a profit and,
therefore, there is a conflict between our desire to purchase your
units at a low price and your desire to sell your units at a high
price.
o Continuation of your partnership will result in our affiliates
continuing to receive management fees from your partnership. Such fees
would not be payable if your partnership was liquidated.
o It is possible that we may conduct a subsequent offer at a higher
price.
o For any units that we acquire from you, you will not receive any
future distributions from operating cash flow of your partnership or
upon a sale or refinancing of property owned by your partnership.
o If we acquire a substantial number of units, we will increase our
ability to influence voting decisions with respect to your partnership
and may control such voting decisions, including but not limited to
the removal of the general partner, most amendments to the partnership
agreement and the sale of all or substantially all of your
partnership's assets.
If you desire to accept our offer, you should complete and sign the Letter
of Transmittal in accordance with the instructions thereto and mail or deliver
the signed Letter of Transmittal and any other required documents to River Oaks
Partnership Services, Inc., which is acting as Information Agent in connection
with our offer, at one of its addresses set forth on the back cover of this
Supplement. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF
THE OFFER TO PURCHASE, THIS SUPPLEMENT OR THE LETTER OF TRANSMITTAL MAY ALSO BE
DIRECTED TO THE INFORMATION AGENT AT (888) 349-2005.
August 19, 1999
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We are offering to purchase up to 19,825.51 units, representing
approximately 24.03% of the outstanding units of limited partnership interest
in your partnership, for the purchase price of $67 per unit, net to the seller
in cash, without interest, less the amount of distributions, if any, made by
your partnership in respect of any unit from July 22, 1999 until the expiration
date. Our offer is made upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated July 22, 1999, this Supplement and in the
accompanying letter of transmittal.
If you tender your units in response to our offer you will not be
obligated to pay any partnership transfer fees but will be obligated to pay any
transfer taxes (see Instruction 8 to the letter of transmittal). We have
retained River Oaks Partnership Services, Inc. to act as the Information Agent
in connection with our offer. We will pay all charges and expenses in
connection with the services of the Information Agent. The offer is conditioned
on a minimum of 35% of the units being tendered. However, certain other
conditions do apply. See "The Offer - Section 17. Conditions of the Offer," in
the Offer to Purchase.
Our offer will expire at 5:00 P.M., New York City time, on August 26,
1999, unless extended. If you desire to accept our offer, you must complete and
sign the letter of transmittal in accordance with the instructions contained
therein and forward or hand deliver it, together with any other required
documents, to the Information Agent. You may withdraw your tender of units
pursuant to the offer at any time prior to the expiration date of our offer
and, if we have not accepted such units for payment, on or after September 22,
1999.
Our Offer to Purchase is amended and supplemented as follows:
1. We hereby waive condition (i) under "The Offer - Section 17.
Conditions of the Offer," which required that a minimum of 35% of the units be
tendered. Accordingly, the offer is no longer conditioned upon any minimum
number of units being tendered.
2. The offer was previously scheduled to expire on Thursday, August
19, 1999. The expiration date has now been extended to 5:00 p.m., New York City
time, on August 26, 1999.
1
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The letter of transmittal and any other required documents should be
sent or delivered by each unitholder or such unitholder's broker, dealer, bank,
trust company or other nominee to the Information Agent at one of its addresses
set forth below.
THE INFORMATION AGENT FOR THE OFFER IS:
RIVER OAKS PARTNERSHIP SERVICES, INC.
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By Mail: By Overnight Courier: By Hand:
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P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
For information, please call:
TOLL FREE: (888) 349-2005
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