<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
WINTHROP GROWTH INVESTORS I LIMITED PARTNERSHIP
(Name of Issuer)
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
COLORADO CENTER, TOWER TWO,
2000 SOUTH COLORADO BOULEVARD, SUITE 2-1000
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
September 29, 2000
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-(f) or 13d-(g), check the
following box. [ ]
COPY TO:
JONATHAN L. FRIEDMAN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND, 34TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
-----------------------
<PAGE> 2
<TABLE>
CUSIP No. NONE
<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
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
8,646
9. SOLE DISPOSITIVE POWER
-----
10. SHARED VOTING POWER
8,646
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,646
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 37.36%
14. TYPE OF REPORTING PERSON
PN
</TABLE>
1
<PAGE> 3
<TABLE>
CUSIP No. NONE
<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
8,656
9. SOLE DISPOSITIVE POWER
-----
10. SHARED VOTING POWER
8,656
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,656
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 37.36%
14. TYPE OF REPORTING PERSON
CO
</TABLE>
2
<PAGE> 4
<TABLE>
CUSIP No. NONE
<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
8,646
9. SOLE DISPOSITIVE POWER
-----
10. SHARED VOTING POWER
8,646
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,646
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 37.37%
14. TYPE OF REPORTING PERSON
CO
</TABLE>
3
<PAGE> 5
AMENDMENT NO. 6 TO SCHEDULE 13D
This Statement (the "Statement") constitutes Amendment No. 6
to the Schedule 13D (the "Schedule 13D") originally filed with the Securities
and Exchange Commission (the "Commission") on April 27, 1999, by AIMCO
Properties, L.P. ("AIMCO OP") and Apartment Investment and Management Company
("AIMCO"), as amended by (i) Amendment No.1, filed with the Commission on July
7, 1999 by AIMCO OP and AIMCO, (ii) Amendment No. 2, filed with the Commission
on September 13, 1999 by AIMCO OP, and AIMCO, (iii) Amendment No. 3, filed with
the Commission on May 16, 1999 by AIMCO OP, AIMCO and AIMCO-GP, Inc.
("AIMCO-GP"), (iv) Amendment No. 4, filed with the Commission, on June 14, 2000
by AIMCO OP, AIMCO and AIMCO-GP, and (v) Amendment No. 5, dated July 21, 2000,
filed with the Commission by AIMCO OP, AIMCO-GP and AIMCO. 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 13D.
(1) SECURITY AND SUBJECT COMPANY.
This Statement relates to units of limited partnership
interest (the "Units") of Winthrop Growth Investors 1 Limited Partnership, a
Massachusetts limited partnership (the "Partnership"). The address of the
Partnership's principal executive offices is Colorado Center, Tower Two, 2000
South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222.
(2) IDENTITY AND BACKGROUND.
(a)-(c), (f) The principal business of the Reporting Persons
is the ownership, acquisition, development, expansion and management of
multi-family apartment properties. The principal executive offices of the
Reporting Persons are located at Colorado Center, Tower Two, 2000 South
Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222. AIMCO Properties,
L.P. is a Delaware limited partnership. AIMCO-GP, Inc. is a Delaware
corporation. Apartment Investment and Management Company is a Maryland
Corporation. The executive officers and directors of AIMCO and AIMCO-GP are
listed on Annex I to the Schedule 13D ("Annex I"), which is incorporated herein
by reference.
(d)-(e) 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 (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.
(3) SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
AIMCO OP has purchased the following Units, as follows:
<TABLE>
<CAPTION>
DATE NUMBER OF UNITS PRICE PER UNIT
---- --------------- --------------
<S> <C> <C>
7/15/00 110 $496
9/19/00 10 $496
9/29/00 506 (1)
</TABLE>
----------------
(1) The 506 Units were purchased as a group of 605.63 units in various
partnerships for an aggregate of $6,249,050.
4
<PAGE> 6
All of the Units purchased were purchased out of the working
capital of AIMCO OP or AIMCO OP's credit facility.
Under AIMCO OP's secured $400 million revolving credit
facility with Bank of America and several other lenders, AIMCO OP., NHP
Management Company and AIMCO/Bethesda Holdings, Inc. are the borrowers and all
obligations thereunder are guaranteed by AIMCO and certain of its subsidiaries.
The credit facility includes a swing line of up to $30 million. The obligations
under the credit facility are secured by a first priority pledge of AIMCO OP's
stock ownership in certain subsidiaries of AIMCO and its interests in notes
issued by it to certain subsidiaries of AIMCO and a second priority pledge of
each borrower's and AIMCO Holdings, L.P.'s stock ownership in certain
subsidiaries of AIMCO and certain options to purchase Beneficial Assignee
Interests ("BACs") of Oxford Tax Exempt Fund II Limited Partnership. The annual
interest rate under the credit facility is based on either LIBOR or a base rate
which is the higher of Bank of America's reference rate or 0.5% over the
federal funds rate, plus, in either case, an applicable margin. The margin
ranges between 2.05% and 2.55% in the case of LIBOR-based loans and between
0.55% and 1.05% in the case of base rate loans, based upon a fixed charge
coverage ratio. The credit facility expires on July 31, 2002, unless extended
at the discretion of the borrowers, at which time the revolving facility would
be converted into a term loan for up to two successive one-year periods. The
financial covenants contained in the credit facility require us to maintain a
ratio of debt to gross asset value of no more than 0.55 to 1.0, and an interest
coverage ratio of 2.25 to 1.0, a fixed charge coverage ratio of at least 1.7 to
1.0 until December 31, 2000, and 1.75 to 1.0 thereafter, an adjusted fixed
charge coverage ratio (excluding amortization of the term loan made to the
borrowers by Bank of America, N.A., Lehman Commercial Paper Inc. and certain
other lenders) in connection with the purchase of certain assets related to the
Oxford Realty Financial Group) of at least 1.50 to 1.0 while such term loan is
outstanding. In addition, the credit facility limits us from distributing more
than 80% of our Funds From Operations (as defined) (or such amounts as may be
necessary for AIMCO to maintain our status as a REIT), imposes minimum net
worth requirements and provides other financial covenants related to certain of
AIMCO's assets and obligations. NHP Management Company, AIMCO/Bethesda
Holdings, Inc. and AIMCO Holdings, LLP are subsidiaries of AIMCO.
(4) PURPOSE OF TRANSACTION.
AIMCO OP is in the business of acquiring direct and indirect
interests in apartment properties such as the properties owned by the
Partnership. The purchase of Units provides AIMCO OP with an opportunity to
increase its ownership interest in the Partnership's properties.
AIMCO OP owns the general partner and thereby control the
management of the Partnership. In addition, AIMCO OP owns the manager of the
residential properties. AIMCO OP currently intends that it will hold the Units
acquired and the Partnership will continue its business and operations
substantially as they are currently being conducted.
Although the Reporting Persons have no present intention to
do so, they may acquire additional Units or sell Units. Any acquisition may be
made through private purchases, through one or more future tender or exchange
offers, by merger, consolidation or by any other means deemed advisable. Any
acquisition may be at a price higher or lower than the prices previously paid
for the Units, and may be for cash, limited partnership interests in AIMCO OP
or other consideration. The Reporting Persons also may consider selling some or
all of the units previously purchased to persons not yet determined, which may
include their affiliates. The Reporting Persons may also buy the Partnership's
properties, although they have no present intention to do so. There can be no
assurance, however, that the Reporting Persons will initiate or complete, or
will cause the Partnership to initiate or complete, any subsequent transaction
during any specific time period or at all.
5
<PAGE> 7
The Reporting Persons do not have any present plans or
proposals which relate to or would result in an extraordinary transaction, such
as a merger, reorganization or liquidation, involving the Partnership; a
purchase or sale or transfer of a material amount of the Partnership's assets;
any changes in composition of the Partnership's senior management or personnel
or their compensation; any changes in the Partnership's present capitalization,
indebtedness or distribution policy; or any other material changes in the
Partnership's structure or business. The Reporting Persons or their affiliates
may loan funds to the Partnership which may be secured by the Partnership's
properties. If any such loans are made, upon default of such loans, the
Reporting Persons or their affiliates could seek to foreclose on the loan and
related mortgage or security interest. However, the Reporting Persons expect
that consistent with fiduciary obligations of the general partner of the
partnership, the general partner will seek and review opportunities (including
opportunities identified by the Reporting Persons) to engage in transactions
which could benefit the Partnership, such as sales or refinancings of assets or
a combination of the Partnership with one or more other entities, with the
objective of seeking to maximize returns to limited partners.
The Reporting Persons have been advised that the possible
future transactions the general partner of the Partnership expects to consider
on behalf of the Partnership include: (1) payment of extraordinary
distributions; (2) refinancing, reducing or increasing existing indebtedness of
the Partnership; (3) sales of assets, individually or as part of a complete
liquidation; and (4) mergers or other consolidation transactions involving the
Partnership. Any such merger or consolidation transaction could involve other
limited partnerships in which such general partner or its affiliates serve as
general partners, or a combination of the Partnership with one or more
existing, publicly traded entities (including, possibly, affiliates of the
Reporting Persons), in any of which limited partners might receive cash, common
stock or other securities or consideration. There is no assurance, however, as
to when or whether any of the transactions referred to above might occur. If
any such transaction is effected by the Partnership and financial benefits
accrue to the limited partners of the Partnership, the Reporting Persons will
participate in those benefits to the extent of our ownership of Units. The
Reporting Person's primary objective in acquiring Units is to generate a profit
on the investment represented by those Units.
(5) INTEREST IN SECURITIES OF THE ISSUER.
AIMCO OP directly owns 8,656 Units representing 37.36% of the
outstanding Units, based on the 23,193 Units outstanding on April 24, 2000.
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) 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 8,656 Units directly owned by
it; (ii) AIMCO-GP is reporting that it shares the power to vote or direct the
disposition of the 8,656 Units owned by AIMCO OP; and (iii) 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 8,646 Units directly owned by AIMCO OP.
(6) CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Not applicable.
6
<PAGE> 8
(7) MATERIAL TO BE FILED AS EXHIBITS.
(a) Second Amended and Restated Credit Agreement, dated
as of September 20, 2000, among AIMCO Properties,
L.P., NHP Management Company, AIMCO/Bethesda
Holdings, Inc., Bank of America N.A. and several
other lenders. (Exhibit (e) to AIMCO's Schedule 13D
for Oxford Tax Exempt Fund II Limited Partnership,
dated September 20, 2000, is incorporated herein by
this reference.)
(z)(1) Agreement of Joint Filing among AIMCO OP, AIMCO-GP
and AIMCO. (Previously filed with Amendment No. 5 to
Schedule 13D.)
7
<PAGE> 9
SIGNATURE
After reasonable 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: October 5, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
-----------------------------------------
Patrick J. Foye
Executive Vice President
AIMCO-GP, INC.
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
8
<PAGE> 10
ANNEX I
OFFICERS AND DIRECTORS
The names and positions of the executive officers of Apartment
Investment and Management Company ("AIMCO") and AIMCO-GP, Inc. ("AIMCO-GP") and
the directors of AIMCO are set forth below. The two directors of AIMCO-GP are
Terry Considine and Peter Kompaniez. Unless otherwise indicated, the business
address of each executive officer and director is Colorado Center, Tower Two,
2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222. Each
executive officer and director is a citizen of the United States of America.
<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Terry Considine................................ Chairman of the Board of Directors and Chief Executive
Officer
Peter K. Kompaniez............................. Vice Chairman, President and Director
Thomas W. Toomey............................... Chief Operating Officer
Harry G. Alcock................................ Executive Vice President and Chief Investment Officer
Joel F. Bonder................................. Executive Vice President, General Counsel and Secretary
Patrick J. Foye................................ Executive Vice President
Lance J. Graber................................ Executive Vice President--Acquisitions
Steven D. Ira.................................. Co-Founder and Executive Vice President
Paul J. McAuliffe.............................. Executive Vice President and Chief Financial Officer
James N. Bailey................................ Director
Richard S. Ellwood............................. Director
J. Landis Martin............................... Director
Thomas L. Rhodes............................... Director
</TABLE>
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Terry Considine................................ Mr. Considine has been Chairman of the Board of Directors
and Chief Executive Officer of AIMCO since July 1994.
Mr. Considine serves as Chairman of the Board of Direc
tors and Chief Executive Officer of American Land Lease,
Inc. (formerly Asset Investors Corporation and Commercial
Assets, Inc.), a public real estate investment trust. Mr.
Considine has been and remains involved as a principal in
a variety of other business activities.
Peter K. Kompaniez............................. Mr. Kompaniez has been Vice Chairman of the Board of
Directors of AIMCO since July 1994 and was appointed
President in July 1997. Mr. Kompaniez has also served as
Chief Operating Officer of NHP Incorporated ("NHP"),
which was acquired by AIMCO in December 1997. From
1986 to 1993, he served as President and Chief Executive
Officer of Heron Financial Corporation ("HFC"), a United
States holding company for Heron International, N.V.'s real
estate and related assets. While at HFC, Mr. Kompaniez
administered the acquisition, development and disposition
of approximately 8,150 apartment units (including 6,217
units that have been acquired by AIMCO) and 3.1 million
square feet of commercial real estate.
</TABLE>
I-1
<PAGE> 11
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Thomas W. Toomey............................... Mr. Toomey served as Senior Vice President -- Finance and
Administration of AIMCO from January 1996 to March
1997, when he was promoted to Executive Vice President --
Finance and Administration. Mr. Toomey served as
Executive Vice President -- Finance and Administration
until December 1999, when he was appointed Chief
Operating Officer. From 1990 until 1995, Mr. Toomey
served in a similar capacity with Lincoln Property Com
pany ("LPC") as Vice President/Senior Controller and
Director of Administrative Services of Lincoln Property
Services where he was responsible for LPC's computer
systems, accounting, tax, treasury services and benefits
administration. From 1984 to 1990, he was an audit
manager with Arthur Andersen & Co. where he served real
estate and banking clients. Mr. Toomey received a B.S. in
Business Administration/Finance from Oregon State
University.
Harry G. Alcock................................ Mr. Alcock served as a Vice President of AIMCO from
July 1996 to October 1997, when he was promoted to
Senior Vice President -- Acquisitions. Mr. Alcock served
as Senior Vice President -- Acquisitions until October 1999,
when he was promoted to Executive Vice President and
Chief Investment Officer. Mr. Alcock has had responsibil
ity for acquisition and financing activities of AIMCO since
July 1994. From June 1992 until July 1994, Mr. Alcock
served as Senior Financial Analyst for PDI and HFC. From
1988 to 1992, Mr. Alcock worked for Larwin Development
Corp., a Los Angeles-based real estate developer, with
responsibility for raising debt and joint venture equity to
fund land acquisition and development. From 1987 to
1988, Mr. Alcock worked for Ford Aerospace Corp. He
received his B.S. from San Jose State University.
Joel F. Bonder................................. Mr. Bonder was appointed Executive Vice President,
General Counsel and Secretary of AIMCO effective
December 1997. Prior to joining AIMCO, Mr. Bonder
served as Senior Vice President and General Counsel of
NHP from April 1994 until December 1997. Mr. Bonder
served as Vice President and Deputy General Counsel of
NHP from June 1991 to March 1994 and as Associate
General Counsel of NHP Incorporated from 1986 to 1991.
From 1983 to 1985, Mr. Bonder practiced with the Wash
ington, D.C. law firm of Lane & Edson, P.C. and from
1979 to 1983 practiced with the Chicago law firm of Ross
and Hardies. Mr. Bonder received a B.A. from the Univer
sity of Rochester and a J.D. from Washington University
School of Law.
</TABLE>
I-2
<PAGE> 12
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Patrick J. Foye................................ Mr. Foye was appointed Executive Vice President of
AIMCO in May 1998. He is responsible for acquisitions of
partnership securities, consolidation of minority interests,
and corporate and other acquisitions. Prior to joining
AIMCO, Mr. Foye was a Merger and Acquisitions Partner
in the law firm of Skadden, Arps, Slate, Meagher & Flom
LLP from 1989 to 1998 and was Managing Partner of the
firm's Brussels, Budapest and Moscow offices from 1992
through 1994. Mr. Foye is also Deputy Chairman of the
Long Island Power Authority and serves as a member of the
New York State Privatization Council. He received a B.A.
from Fordham College and a J.D. from Fordham Law
School and was Associate Editor of the Fordham Law
Review.
Lance J. Graber................................ Mr. Graber was appointed Executive Vice President --
Acquisitions of AIMCO in October 1999. His principal
business function is acquisitions. Prior to joining AIMCO,
Mr. Graber was an Associate from 1991 through 1992 and
then a Vice President from 1992 through 1994 at Credit
Suisse First Boston engaged in real estate financial advisory
services and principal investing. He was a Director there
from 1994 to May 1999, during which time he supervised
a staff of seven in the making of principal investments in
hotel, multi-family and assisted living properties. Mr.
Graber received a B.S. and an M.B.A. from the Wharton
School of the University of Pennsylvania.
</TABLE>
I-3
<PAGE> 13
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Steven D. Ira.................................. Mr. Ira is a Co-Founder of AIMCO and has served as
Executive Vice President -- Property Operations of AIMCO
since July 1994. From 1987 until July 1994, he served as
President of Property Asset Management ("PAM"). Prior
to merging his firm with PAM in 1987, Mr. Ira acquired
extensive experience in property management. Between
1977 and 1981 he supervised the property management of
over 3,000 apartment and mobile home units in Colorado,
Michigan, Pennsylvania and Florida, and in 1981 he joined
with others to form the property management firm of
McDermott, Stein and Ira. Mr. Ira served for several years
on the National Apartment Manager Accreditation Board
and is a former president of both the National Apartment
Association and the Colorado Apartment Association. Mr.
Ira is the sixth individual elected to the Hall of Fame of the
National Apartment Association in its 54-year history. He
holds a Certified Apartment Property Supervisor (CAPS)
and a Certified Apartment Manager designation from the
National Apartment Association, a Certified Property
(CPM) designation from the National Institute of Real
Estate Management (IREM) and he is a member of the
Boards of Directors of the National Multi-Housing Council,
the National Apartment Association and the Apartment
Association of Greater Orlando. Mr. Ira received a B.S.
from Metropolitan State College in 1975.
Paul J. McAuliffe.............................. Mr. McAuliffe has been Executive Vice President of
AIMCO since February 1999 and was appointed Chief
Financial Officer in October 1999. Prior to joining
AIMCO, Mr. McAuliffe was Senior Managing Director of
Secured Capital Corp and prior to that time had been a
Managing Director of Smith Barney, Inc. from 1993 to
1996, where he was senior member of the underwriting
team that lead AIMCO's initial public offering in 1994. Mr.
McAuliffe was also a Managing Director and head of the
real estate group at CS First Boston from 1990 to 1993 and
he was a Principal in the real estate group at Morgan
Stanley & Co., Inc. where he worked from 1983 to 1990.
Mr. McAuliffe received a B.A. from Columbia College and
an M.B.A. from University of Virginia, Darden School.
James N. Bailey................................ Mr. Bailey was appointed a Director of AIMCO in 1999.
Cambridge Associates, Inc. In 1973, Mr. Bailey co-founded Cambridge Associates,
1 Winthrop Square, Suite 500 Inc., which is an investment consulting firm for nonprofit
Boston, MA 02110 institutions and wealthy family groups. He is also co-founder,
treasurer and director of The Plymouth Rock Company, Direct
Response Corporation and Homeowners's Direct Corporation, all
United States personal lines insur ance company. He received his
MBA and JD degrees in 1973 from Harvard Business School and
Harvard Law School.
</TABLE>
I-4
<PAGE> 14
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Richard S. Ellwood............................. Mr. Ellwood was appointed a director of AIMCO in July
12 Auldwood Lane 1994. Mr. Ellwood is currently Chairman of the Audit
Rumson, NJ 07660 Committee and a member of the Compensation Committee.
Mr. Ellwood is the founder and President of R.S. Ellwood
& Co., Incorporated, a real estate investment banking firm.
Prior to forming R.S. Ellwood & Co., Incorporated in 1987,
Mr. Ellwood had 31 years experience on Wall Street as an
investment banker, serving as: Managing Director and
senior banker at Merrill Lynch Capital Markets from 1984
to 1987; Managing Director at Warburg Paribas Becker
from 1978 to 1984; general partner and then Senior Vice
President and a director at White, Weld & Co. from 1968
to 1978; and in various capacities at J.P. Morgan & Co.
from 1955 to 1968. Mr. Ellwood currently serves as
director of Felcor Lodging Trust, Incorporated and Florida
East Coast Industries, Inc.
J. Landis Martin............................... Mr. Martin was appointed a director of AIMCO in July
199 Broadway 1994 and became Chairman of the Compensation Commit
Suite 4300 tee on March 19, 1998. Mr. Martin is a member of the
Denver, CO 80202 Audit Committee. Mr. Martin has served as President and
Chief Executive Officer of NL Industries, Inc., a manufac
turer of titanium dioxide since 1987. Mr. Martin has served
as Chairman of Tremont Corporation ("Tremont"), a holding
company operating through its affiliates Titanium Metals
Corporation ("TIMET") and NL Industries, Inc. ("NL"), since
1990 and as Chief Executive Officer and a director of Tremont
since 1988. Mr. Martin has served as Chairman of TIMET, an
integrated producer of titanium since 1987 and Chief Executive
Officer since January, 1995. From 1990 until its acquisition by
a predecessor of Halliburton Company ("Halliburton") in 1994,
Mr. Martin served as Chairman of the Board and Chief Executive
Officer of Baroid Corporation, an oilfield services company. In
addition to Tremont, NL and TIMET, Mr. Martin is a director of
Halliburton, which is engaged in the petro leum services,
hydrocarbon and engineering industries, and Crown Castle
International Corporation, a communications company.
</TABLE>
I-5
<PAGE> 15
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Thomas L. Rhodes............................... Mr. Rhodes was appointed a Director of AIMCO in July
215 Lexington Avenue 1994 and is currently a member of the Audit and Compen
4th Floor sation Committees. Mr. Rhodes has served as the President
New York, NY 10016 and Director of National Review magazine since November
1992, where he has also served as a Director since 1988. From
1976 to 1992, he held various positions at Goldman, Sachs &
Co. and was elected a General Partner in 1986 and served as a
General Partner from 1987 until November 1992. He is currently
Vice-Chairman of the Board of Directors of American Land
Lease, Inc. He also serves as a Director of Delphi Financial
Group and its subsidiaries, Delphi International Ltd.,
Oracle Reinsurance Company and The Lynde and Harry Bradley
Foundation.
</TABLE>
I-6
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
--- -----------
<S> <C>
(a) Second Amended and Restated Credit Agreement, dated as of September
20, 2000, among AIMCO Properties, L.P., NHP Management Company,
AIMCO/Bethesda Holdings, Inc., Bank of America N.A. and several other
lenders. (Exhibit (e) to AIMCO's Schedule 13D for Oxford Tax Exempt
Fund II Limited Partnership, dated September 20, 2000, is incorporated
herein by this reference.)
(z)(1) Agreement of Joint Filing among AIMCO, AIMCO-GP, and AIMCO OP.
(Previously filed as Amendment No. 5 to Schedule 13D.)
</TABLE>
