<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. 2)
(FINAL AMENDMENT)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
Winthrop Growth Investors 1 Limited Partnership
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(Name of Subject Company (Issuer))
AIMCO Properties, L.P. -- Offeror
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(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
Limited Partnership Units
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(Title of Class Securities)
None
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(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
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(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
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Calculation of Filing Fee
<TABLE>
<CAPTION>
Transaction valuation* Amount of filing fee
---------------------- --------------------
<S> <C>
$8,265,671.36 $1,653.13
</TABLE>
* For purposes of calculating the fee only. This amount assumes the purchase
of 16,664.66 units of limited partnership interest of the subject
partnership for $ 496 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: $1,653.13 Filing Party: AIMCO Properties, L.P.
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Form or Registration No.: Schedule TO Date Filed: May 16, 2000
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[ ] 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]
<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
8030.00
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
8030.00
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8030.00
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 34.70%
14. TYPE OF REPORTING PERSON
PN
<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
8030.00
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
8030.00
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8030.00
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 34.70%
14. TYPE OF REPORTING PERSON
CO
<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
8030.00
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
8030.00
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8030.00
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 34.70%
14. TYPE OF REPORTING PERSON
CO
<PAGE> 6
AMENDMENT NO. 2 TO TENDER OFFER STATEMENT/AMENDMENT NO. 5 TO
SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No. 2 to the
Tender Offer Statement on Schedule TO of AIMCO Properties, L.P. (the "AIMCO
OP"), originally filed with the Securities and Exchange Commission (the
"Commission") on May 16, 2000, by AIMCO OP, as amended by Amendment No. 1 filed
with the Commission on June 14, 2000 by AIMCO OP, relating to an offer to
purchase units of limited partnership interest ("Units") of Winthrop Growth
Investors 1 Limited Partnership (the "Partnership"); and (b) Amendment No. 5 to
the Schedule 13D (the "Schedule 13D") originally filed with the Securities and
Exchange Commission (the "Commission") on April 27, 1999, by 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") and (iv) amendment No. 4,
filed with the Commission, on June 14, 2000 by AIMCO OP, AIMCO and AIMCO-GP.
Item 10. Interest in Securities of the Subject Company
At 5:00 p.m., New York time, on Monday, June 26, 2000, the offer
expired pursuant to its terms. A total of 1,555.66 Units, representing
approximately 6.72% of the outstanding Units were validly tendered and not
withdrawn pursuant to the offer. AIMCO OP has accepted for payment all of those
Units at $496.00 per Unit.
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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.
Date: July 21, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/Patrick J. Foye
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Executive Vice President
AIMCO-GP, INC.
By: /s/Patrick J. Foye
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Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/Patrick J. Foye
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Executive Vice President
