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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 20, 2000
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
MARYLAND 0-14533 52-1322906
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
COLORADO CENTER, TOWER TWO, 2000 SOUTH COLORADO BOULEVARD,
SUITE 2-1000, DENVER, CO 80222-4348
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 757-8101
7200 Wisconsin Avenue, 11th Floor, Bethesda, Maryland 20814
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(Former name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On June 28, 2000, Apartment Investment and Management Company ("AIMCO")
and AIMCO Properties, L.P. ("AIMCO OP"), the operating partnership of AIMCO, and
the principals of Oxford Realty Financial Group, Inc. ("ORFG") entered into
definitive agreements pursuant to which AIMCO acquired, on September 20, 2000,
all of the stock and other interests held by officers and directors in the
entities which own and control the Oxford properties (as described below), for
$328 million. This acquisition included acquiring the indirect interests in the
general partners of Oxford Residential Properties I Limited Partnership (the
"Partnership") and 21.1% of the Assignee Limited Partnership Interests (the
"Units") in the Partnership.
Of the 6,030 Units owned by AIMCO and its affiliates, 1,033 Units are
held by AIMCO/Bethesda Holdings, Inc. ("ABH") and 4,997 Units are held by ORP
Acquisition Partners LP ("ORP").
Acquisition Limited Partnership ("Acquisition") owns a 59%
general partnership interest and a 40% limited partnership interest in ORP. ORP
Acquisition, Inc. ("OPR Acquisition") owns a 1% general partnership interest in
both Acquisition and ORP. ORFG wholly-owns ORP Acquisition.
ABH was formed to consummate part of the acquisition described
herein by acquiring a substantial majority of the capital stock of ORFG. (The
balance of ORFG was acquired by a previously existing subsidiary of AIMCO.)
AIMCO owns 99% of ABH through non-voting preferred stock, Tebet, L.L.C. owns
0.8% of ABH through voting common stock and Peter Kompaniez owns 0.2% of ABH
through voting common stock. Mr. Considine is the managing member of Tebet,
L.L.C. and he is Chairman of the Board of Directors and Chief Executive Officer
of AIMCO. Mr. Kompaniez is Vice Chairman of the Board of Directors and President
of AIMCO. The ownership of ABH was structured to satisfy certain REIT
requirements.
AIMCO OP owns a 45.565% limited partnership interest in
Acquisition. In addition, AIMCO/Bethesda Holdings Acquisitions, Inc. ("ABHA"),
which was formed to consummate part of the acquisition, and which is
wholly-owned by ABH, currently owns a 25.75% limited partnership interest in
Acquisition. In connection with the acquisition, a 27.684% limited partnership
interest in Acquisition was placed in escrow. After January 1, 2000, the 27.684%
limited partnership interest in Acquisition currently held in escrow will be
transferred to AIMCO OP and AIMCO OP will acquire the 25.75% limited partnership
interest in Acquisition held by ABHA and will own a 99% limited partnership
interest in Acquisition. AIMCO-GP, Inc. is the sole general partner of AIMCO OP
(owning approximately 1% of the total equity interests). AIMCO-GP, Inc. is a
wholly owned-subsidiary of AIMCO.
AIMCO now indirectly owns the managing general partner of the
Partnership, Oxford Residential Properties I Corporation, and thereby controls
the management of the Partnership. Effective as of the closing of the
acquisition agreement, the board of directors and executive officers of Oxford
Residential Properties I Corporation are those set forth on Annex I to AIMCO's
Schedule 13D for the Partnership, dated September 20, 2000, which information is
incorporated herein by reference.
The Oxford properties are 167 apartment communities including 36,949
units, located in 18 states. The properties are owned by 166 separate
partnerships, subject to mortgage loans totaling $1.4 billion (Oxford's pro rata
share of the indebtedness is $555 million). AIMCO, through an affiliate,
previously managed 165 of the 167 Oxford properties pursuant to long-term
contracts and was previously a stockholder in certain of such entities.
AIMCO paid $266 million in cash and $62 million in AIMCO OP partnership
common units valued at $45 per Unit. In addition, transaction costs are
estimated to be $19 million.
AIMCO OP borrowed $279 million to pay the cash portion of the purchase
price for the Oxford acquisition from Bank of America, N.A., Lehman Commercial
Paper Inc. and several other lenders, pursuant to a secured term loan with a
total availability of $302 million. The borrowers under the term loan are AIMCO
OP, NHP Management Company, and AIMCO/Bethesda Holdings, Inc., and all
obligations thereunder are guaranteed by AIMCO and certain
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of its subsidiaries. The annual interest rate under the term loan 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 4.0% and 5.0% in the case of LIBOR-based loans
and between 1.0% and 2.0% in the case of base rate loans, based upon the number
of months the loan is outstanding. The term loan expires on July 31, 2002. In
addition, the credit facility limits AIMCO from distributing more than 80% of
its Funds From Operations (as defined) (or such amounts as may be necessary for
AIMCO to maintain its status as a REIT), imposes minimum net worth requirements
and provides financial covenants related to certain of AIMCO's assets and
obligations. NHP Management Company and AIMCO/Bethesda Holdings, Inc. are
subsidiaries of AIMCO.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
The following exhibits are filed with this report:
Number Description
99.1 Acquisition Agreement, dated as of June 28, 2000, by
and among Apartment Investment and Management
Company, AIMCO Properties, L.P., NHP Management
Company and AIMCO/NHP Properties, Inc., as Buyers,
and Leo E. Zickler, Francis P. Lavin, Robert B.
Downing, Mark E. Schifrin, Marc B. Abrams, and
Richard R. Singleton, as Sellers. (Exhibit 2.1 to
AIMCO's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000, is incorporated herein by this
reference.)
99.2 Interim 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., Lehman Commercial Paper Inc. and
several other lenders. (Exhibit (d) to AIMCO's
Schedule 13D related to Oxford Tax Exempt Fund II
Limited Partnership, dated September 20, 2000, is
incorporated herein by this reference.)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: October 5, 2000
OXFORD RESIDENTIAL PROPERTIES I LIMITED
PARTNERSHIP
By: Oxford Residential Properties I Corporation
Its general partner
By: /s/ Paul J. McAuliffe
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Paul J. McAuliffe
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Acquisition Agreement, dated as of June 28, 2000, by
and among Investment and Management Company, AIMCO
Properties, L.P., NHP Management Company and
AIMCO/NHP Properties, Inc., as Buyers, and Leo E.
Zickler, Francis P. Lavin, Robert B. Downing, Mark E.
Schifrin, Marc B. Abrams, and Richard R. Singleton,
as Sellers. (Exhibit 2.1 to AIMCO's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2000, is
incorporated herein by this reference.)
99.2 Interim 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., Lehman Commercial Paper Inc. and
several other lenders. (Exhibit (d) to AIMCO's
Schedule 13D related to Oxford Tax Exempt Fund II
Limited Partnership, dated September 20, 2000, is
incorporated herein by this reference.)
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