<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(AMENDMENT NO. __)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 17)
Shelter Properties IV 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
<PAGE> 2
Calculation of Filing Fee
<TABLE>
<CAPTION>
Transaction valuation* Amount of filing fee
---------------------- --------------------
<S> <C>
$11,938,983.60 $2,387.80
</TABLE>
* For purposes of calculating the fee only. This amount assumes the
purchase of 20,796 units of limited partnership interest of the
subject partnership for $574.10 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: $0.00 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule T-O Date Filed: July 24, 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: [ ]
2
<PAGE> 3
CUSIP No. NONE
<TABLE>
<S> <C> <C> <C>
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
9,462 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
9,462 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,462 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 19.73%
14. TYPE OF REPORTING PERSON
PN
</TABLE>
3
<PAGE> 4
CUSIP No. NONE
<TABLE>
<S> <C> <C> <C>
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
9,462 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
9,462 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,462 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 19.73%
14. TYPE OF REPORTING PERSON
CO
</TABLE>
4
<PAGE> 5
CUSIP No. NONE
<TABLE>
<S> <C> <C> <C>
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
29,199 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
29,199 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
29,199 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 58.82%
14. TYPE OF REPORTING PERSON
CO
</TABLE>
5
<PAGE> 6
CUSIP No. NONE
<TABLE>
<S> <C> <C> <C>
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
19,737 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
19,737 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,737 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 39.09%
14. TYPE OF REPORTING PERSON
PN
</TABLE>
6
<PAGE> 7
CUSIP No. NONE
<TABLE>
<S> <C> <C> <C>
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
19,737 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
19,737 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,737 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 39.09%
14. TYPE OF REPORTING PERSON
CO
</TABLE>
7
<PAGE> 8
CUSIP No. NONE
<TABLE>
<S> <C> <C> <C>
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
3,685 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
3,685 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,685 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 7.3%
14. TYPE OF REPORTING PERSON
OO
</TABLE>
8
<PAGE> 9
TENDER OFFER STATEMENT/AMENDMENT NO. 17 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 IV Limited Partnership (the "Partnership"); and (b)
Amendment No. 17 to the Schedule 13D (the "Schedule 13D") originally filed with
the Securities and Exchange Commission (the "Commission") on May 31, 1995, by
SP IV Acquisition, L.L.C. ("SP IV") and Insignia Financial Group, Inc.
("Insignia"), as amended by (i) Amendment No. 1, filed with the Commission on
June 13, 1995, SP IV and Insignia, (ii) Amendment No. 2, filed with the
Commission on June 21, 1995, by SP IV and Insignia, (iii) Amendment No. 3,
filed with the Commission on July 3, 1995, by SP IV and Insignia, (iv)
Amendment No. 4, filed with the Commission on November 22, 1995, by SP IV and
Insignia, (v) Amendment No. 5, filed with the Commission on June 23, 1997, by
SP IV, Market Ventures, L.L.C. ("Market Ventures"), Liquidity Assistance,
L.L.C. ("Liquidity Assistance"), Insignia and Andrew L. Farkas, (vi) Amendment
No. 6, filed with the Commission on July 21, 1998, by Cooper River Properties,
L.L.C. ("Cooper River"), Insignia, Insignia Properties, L.P. ("IPLP"), Insignia
Properties Trust ("IPT") and Andrew L. Farkas, (vii) Amendment No. 7, filed
with the Commission on August 18, 1998, by Cooper River, IPLP, IPT, Insignia
and Andrew L. Farkas, (viii) Amendment No. 8, filed with the Commission on
August 24, 1998, by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas,
(ix) Amendment No. 9, filed with the Commission on September 24, 1998, by
Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas, (x) Amendment No. 10,
filed with the Commission on October 26, 1998, by Cooper River, IPLP, IPT,
AIMCO OP, AIMCO-GP, Inc. ("AIMCO-GP") and Apartment Investment Management
Company ("AIMCO"), (xi) Amendment No. 11, filed with the Commission on June 2,
1999, by Cooper River, AIMCO/IPT, Inc. ("AIMCO/IPT"), IPLP, AIMCO OP, AIMCO-GP
and AIMCO, (xii) Amendment No. 12, filed with the Commission on July 1, 1999,
by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xiii)
Amendment No. 13, filed with the Commission on August 6, 1999, by Cooper River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP, and AIMCO, (xiv) Amendment No. 14, filed
with the Commission on November 17, 1999, by Cooper River, AIMCO/IPT, IPLP,
AIMCO OP, AIMCO-GP and AIMCO, (xv) Amendment No. 15, dated December 16, 1999,
by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO and (xvi)
Amendment No. 16, dated January 10, 2000, by Cooper River, AIMCO/IPT, IPLP,
AIMCO OP, AIMCO-GP and AIMCO. Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP
and AIMCO are herein referred to as the "Reporting Persons." The item numbers
and responses thereto are set forth below in accordance with the requirements
of Schedule 14D-1.
----------
The information in the "Offer to Purchase" of AIMCO Properties, L.P.,
dated July 24, 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:
9
<PAGE> 10
Item 3. Identity and Background of Filing Person.
This Statement is being filed by AIMCO Properties, L.P., a Delaware
limited partnership, and, insofar as this Statement constitutes Amendment No.
17 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-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 3,685 Units, IPLP directly owns 16,052
Units, and AIMCO OP directly owns 9,462 Units (for an aggregate of 29,199
Units), representing approximately 7.37%, 32.11%, and 19.73%, respectively, or
a total of approximately 58.82% of the outstanding Units based on the 49,995
Units outstanding at July 21, 2000.
10
<PAGE> 11
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 3,685 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 16,052 Units owned by
it, and the 3,685 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 3,685 Units directly owned by Cooper
River, and the 16,052 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 9,462 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 9,462 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 3,685 Units directly owned by
Cooper River, the 16,052 Units directly owned by IPLP, and the 9,462 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.
11
<PAGE> 12
Item 12. Exhibits.
(a)(1) Offer to Purchase, dated July 24, 2000
(a)(2) Letter of Transmittal and related Instructions. (Annex II
to Exhibit (a)(1))
(a)(3) Letter, dated July 24, 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.)
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: July 24, 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
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
(a)(1) Offer to Purchase, dated July 24, 2000
(a)(2) Letter of Transmittal and related Instructions. (Annex II to
Exhibit (a)(1))
(a)(3) Letter, dated July 24, 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 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>
1
