SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
(Name of Subject Company)
AIMCO PROPERTIES, L.P.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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Patrick Foye
Executive Vice President
AIMCO-GP, Inc.
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)
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CALCULATION OF FILING FEE
================================================================================
Transaction Valuation*: $2,960,700 Amount of Filing Fee: $592.14
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* For purposes of calculating the fee only. This amount assumes the purchase
of 10,425 units of limited partnership interest ("Units") of the subject
partnership for $284 per Unit. The amount of the filing fee, calculated in
accordance with Section 14(g)(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 bidders. (cover page 1 of 2)
(cover page 1 of 2)
<PAGE>
(cover page 2 of 2)
[X] 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: $592.14
Form or Registration No.: Schedule 14D-1
Filing Party: Apartment Investment and Management Company and AIMCO
Properties, L.P.
Date Filed: April 27, 1999
<PAGE>
CUSIP No. NONE 14D-1 AND 13D/A Page 3
================================================================================
1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
AIMCO PROPERTIES, L.P.
84-1275621
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4 Sources of Funds
WC
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
4,872.34
- --------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
21.057%
- --------------------------------------------------------------------------------
10. Type of Reporting Person
PN
================================================================================
<PAGE>
CUSIP No. NONE 14D-1 AND 13D/A Page 4
================================================================================
1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
APARTMENT INVESTEMENT AND MANAGEMENT COMPANY
84-1259577
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds
N/A
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Maryland
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
- --------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
- --------------------------------------------------------------------------------
10. Type of Reporting Person
CO
================================================================================
<PAGE>
SCHEDULE 14D-1/AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1
(the "Statement") filed with the Securities and Exchange Commission on April 23,
1999 by AIMCO Properties, L.P., a Delaware limited partnership (the
"Purchaser"), and Apartment Investment and Management Company, a Maryland real
estate investment trust, relating to the tender offer by the Purchaser to
purchase up to 10,425 outstanding units of limited partnership interest
("Units") of Winthrop Growth Investors 1 Limited Partnership (the
"Partnership"), at a purchase price of $284 per Unit, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated April 27, 1999, as supplemented by Supplement NO. 1 to Offer to Purchase
dated April 30, 1999 (the "Offer to Purchase") and the related Letter of
Transmittal (which, together with any supplements or amendments, collectively
constitute the "Offer"), to clarify certain information contained in the Offer
to Purchase.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(5) Press Release dated May 25, 1999
(a)(6) Supplement No. 2 to Offer to Purchase dated May 25, 1999
5
<PAGE>
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: May 25, 1999
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.
By: Patrick J. Foye
--------------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: Patrick J. Foye
--------------------------------
Patrick J. Foye
Executive Vice President
6
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
(a)(5) Press Release dated May 25, 1999
(a)(6) Supplement No. 1 to Offer to Purchase, dated April 30, 1999.
7
Exhibit (a)(5)
May 25, 1999
Denver, Colorado
FOR IMMEDIATE RELEASE
AIMCO Properties, L.P. ("AIMCO") has extended the expiration date of its
offer to purchase up to 10,425 outstanding units of limited partnership
interests (the "Units") of Winthrop Growth Investors 1 Limited Partnership to
$284 per Unit until June 15, 1999. As of May 24, 1999, approximately 216 Units
had been deposited pursuant to AIMCO's offer.
For additional information, contact River Oaks Partnership Services, Inc.,
AIMCO's information agent, at (888) 349-2005 or (201) 896-1900.
8
Exhibit (a)(6)
Supplement No. 2
To
Offer to Purchase for Cash
Up to 10,425 Units of Limited Partnership Interest
in
Winthrop Growth Investors 1 Limited Partnership,
a Massachusetts limited partnership
for
$284 Net Per Unit
by
AIMCO Properties, L.P.
- --------------------------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT
NEW YORK TIME, ON JUNE 15, 1999, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
On April 27, 1999, AIMCO Properties, L.P. offered to purchase up to 10,425
of the outstanding units of limited partnership interest ("Units") in Winthrop
Growth Investors 1 Limited Partnership, a Massachusetts limited partnership (the
"Partnership"), at a purchase price of $284 per Unit (the "Purchase Price"), net
to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated April 27, 1999, as
supplemented by that Supplement NO. 1 to Offer to Purchase dated April 30, 1999
(the "Offer to Purchase") and in the related Letter of Transmittal. Capitalized
terms used in this Supplement No. 2 that are not defined shall have the meaning
given to such term in the Offer to Purchase.
Please be advised that as of May 24, 1999, tenders for 216 Units had been
received by the Purchaser.
The purpose of this Supplement No. 2 is to extend the Expiration Date until
12:00 midnight, New York City time on June 15, 1999.
If you have any questions concerning the terms of the offer, or need
assistance in completing the forms necessary to tender your units, please
contact our Information Agent, River Oaks Partnership Services, Inc., at (888)
349-2005 or (201) 896-1900.
AIMCO PROPERTIES, L.P.
May 25,1999
9
