DAVIDSON DIVERSIFIED REAL ESTATE I LP
SC 14D1/A, 1999-01-04
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                SCHEDULE 14D-1/A
               TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. 6)

                                   ----------

                    DAVIDSON DIVERSIFIED REAL ESTATE I, L.P.
                            (Name of Subject Company)

                         COOPER RIVER PROPERTIES, L.L.C.
                            INSIGNIA PROPERTIES, L.P.
                            INSIGNIA PROPERTIES TRUST
                   APARTMENT INVESTMENT AND MANAGEMENT COMPANY
                                    (Bidders)

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                         (Title of Class of Securities)

                                      NONE
                      (Cusip Number of Class of Securities)

                                   ----------

                                 PATRICK J. FOYE
                            EXECUTIVE VICE PRESIDENT
                   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 Bidders)

                                    Copy to:

                               JOHN A. HEALY, ESQ.
                               ROGERS & WELLS LLP
                                 200 PARK AVENUE
                            NEW YORK, NEW YORK 10166
                                 (212) 878-8000

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                        AMENDMENT NO. 6 TO SCHEDULE 14D-1


             This Amendment No. 6 amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on August 27,
1998, as amended by Amendment No. 1 filed with the Commission on September 28,
1998, Amendment No. 2 filed with the Commission on October 5, 1998, Amendment
No. 3 filed with the Commission on October 19, 1998, Amendment No. 4 filed with
the Commission on November 17, 1998 and Amendment No. 5 filed with the
Commission on December 16, 1998 (the "Statement") by Cooper River Properties,
L.L.C. (the "Purchaser"), Insignia Properties, L.P. ("IPLP"), Insignia
Properties Trust ("IPT") and Apartment Investment and Management Company
("AIMCO") relating to the tender offer of the Purchaser for up to 140 of the
outstanding units of limited partnership interest (the "Units") of Davidson
Diversified Real Estate I, L.P. (the "Partnership"), at a purchase price of
$2,400 per Unit, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 27, 1998, the First
Supplement to the Offer to Purchase, dated December 15, 1998 and the related
Assignment of Partnership Interest (which, together with any supplements or
amendments, collectively constitute the "Offer"). Capitalized terms used but not
defined herein have the meanings ascribed to them in the Offer to Purchase and
the original Statement.


ITEM 10.     ADDITIONAL INFORMATION.

             (f) The Offer expired pursuant to its terms at 5:00 p.m., New York
time, on Thursday, December 31, 1998. The Purchaser currently is reviewing the
tendered materials submitted by holders of Units and intends to determine as
promptly as practicable the number of Units validly tendered and not withdrawn
pursuant to the Offer. In accordance with Rule 14e-1(c) under the Securities
Exchange Act of 1934, the Purchaser will promptly pay the consideration due to
holders of those Units that have been accepted for payment. Upon a final
determination of the number of and payment for Units validly tendered, the
Purchaser will file a final Amendment to this Statement reporting the results of
the Offer.





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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:  January 4, 1999

                                  COOPER RIVER PROPERTIES, L.L.C.

                                  By:    Insignia Properties, L.P.,
                                         its managing member

                                  By:    Insignia Properties Trust,
                                         its general partner


                                  By:   /s/ PATRICK J. FOYE
                                        ----------------------------------------
                                        Patrick J. Foye
                                        Executive Vice President


                                  INSIGNIA PROPERTIES, L.P.

                                  By:   Insignia Properties Trust,
                                        its general partner


                                  By:   /s/ PATRICK J. FOYE
                                        ----------------------------------------
                                        Patrick J. Foye
                                        Executive Vice President


                                  INSIGNIA PROPERTIES TRUST


                                  By:   /s/ PATRICK J. FOYE
                                        ----------------------------------------
                                        Patrick J. Foye
                                        Executive Vice President


                                  APARTMENT INVESTMENT AND
                                  MANAGEMENT COMPANY


                                  By:   /s/ PATRICK J. FOYE
                                        ----------------------------------------
                                        Patrick J. Foye
                                        Executive Vice President




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