<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. 3)
(FINAL AMENDMENT)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 18)
National Property Investors 5
-----------------------------
(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>
$2,372,160 $474.44
</TABLE>
* For purposes of calculating the fee only. This amount assumes the
purchase of 33,888 units of limited partnership interest of the subject
partnership for $70 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.
[X] 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: $474.44 Filing Party: AIMCO Properties L.P.
Form or Registration No.: Schedule TO Date Filed: August 9, 2000
[ ] 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: [X]
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
11,490 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
11,490 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,490 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 13.93%
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
11,490 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
11,490 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,490 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 13.93%
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
48,639 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
48,639 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,639 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 58.95%
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
37,149 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
37,149 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,149 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 45.02%
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
37,149 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
37,149 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,149 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 45.02%
14. TYPE OF REPORTING PERSON
CO
7
<PAGE> 8
AMENDMENT NO. 3 TO TENDER OFFER STATEMENT/
AMENDMENT NO. 18 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No. 3 to 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 National Property Investors 5 (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 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, (viii) Amendment No. 8, filed with the
Commission on July 23, 1999, by AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO,
(ix) Amendment No. 9, filed with the Commission on August 19, 1999, by
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP, and AIMCO, (x) Amendment No. 10, filed with
the Commission on September 10, 1999, by AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP,
and AIMCO, (xi) Amendment No.11, filed with the Commission on September 24,
1999, by AIMCO/IPT, IPLP, AIMCO of AIMCO-GP and AIMCO, (xii) Amendment No. 12,
filed with the Commission on November 16, 1999, by AIMCO/IPT, IPLP, AIMCO GP and
AIMCO. AIMCO/IPT, IPLP, AIMCO GP and AIMCO, (xiii) Amendment No. 13, dated
December 16, 1999, by AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xiv)
Amendment No. 14, dated January 10, 2000, by AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP
and AIMCO, (xv) Amendment No. 15, dated August 7, 2000, by AIMCO/IPT, IPLP,
AIMCO OP, AIMCO-GP and AIMCO, (xvi) Amendment No. 16, dated September 6, 2000,
by AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO and (xvii) Amendment No. 17,
dated September 21, 2000, by AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO.
------------------------
Item 8. Interest in Securities of the Subject Company
At 5:00 p.m., New York time, on Thursday, September 28, 2000, the offer
expired pursuant to its terms. A total of 1,272 Units, representing
approximately 1.5% of the outstanding Units, were validly tendered and not
withdrawn pursuant to the offer. AIMCO OP has accepted for payment all of those
Units for $70 per Unit.
The total number of Units owned by AIMCO Properties, L.P. has been
reduced by 100 Units to reflect the final number of Units tendered and not
withdrawn from a prior tender offer.
8
<PAGE> 9
Since July 1, 2000, AIMCO OP has sold or purchased in privately
negotiated transactions or through the facilities of the American Partnership
Board, the following Units in the Partnership:
<TABLE>
<CAPTION>
DATE NUMBER OF UNITS SALE PRICE PER UNIT
---- --------------- --------------------
<S> <C> <C>
7/15 40 87.98
8/1 5 68.79
9/29 884 (1)
</TABLE>
In connection with an internal reorganization of certain subsidiaries
of Apartment Investment and Management Company ("AIMCO"), on September 15, 2000:
(i) Insignia Properties, L.P. ("IPLP") transferred its interest in
the Partnership related to Palisades to NHPMC.
(ii) NPI Equity Investments, Inc. ("NPI Equity"). a general partner
of the Partnership, transferred its interest in the
Partnership related to Palisades to NHPMC.
(iii) IPLP and NPI Equity received $198,055 and $13,203 worth of
Preferred Stock of NHPMC, which preferred stock was
transferred to AIMCO Properties, L.P. ("AIMCO OP"). AIMCO OP
owns a 99% preferred stock interest in NHPMC.
(iv) Tebet LLC, a Delaware limited liability company, in which
Terry Considine is the managing member, issued an $1,707
promissory note to NHPMC. Mr. Considine is Chairman of the
Board of Directors and Chief Executive Officer of AIMCO. Tebet
owns a 0.8% common stock interest in NHPMC.
(v) Peter K. Kompaniez, President of AIMCO, issued a $427
promissory note to NHPMC. Mr. Kompaniez owns a 0.2% interest
in NHPMC.
(vi) AIMCO OP contributed certain promissory notes in affiliated
partnership to NHPMC.
----------
(1) The Units were purchased as part of a group purchase of 23,298.85 units
in various partnerships for an aggregate price of $8,600,000.
9
<PAGE> 10
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: October 18, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
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
10
