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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 2000.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
OXFORD RESIDENTIAL PROPERTIES I
LIMITED PARTNERSHIP
(NAME OF SUBJECT COMPANY)
OXFORD RESIDENTIAL PROPERTIES I
LIMITED PARTNERSHIP
(NAME OF PERSON(S) FILING STATEMENT)
ASSIGNEE UNITS OF LIMITED
PARTNERSHIP INTEREST
(TITLE OF CLASS OF SECURITIES)
NONE
(CUSIP NUMBER OF CLASS OF SECURITIES)
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PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
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
THE PERSON(S) FILING STATEMENT)
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COPY TO:
GREGORY M. CHAIT, ESQ.
KATHERINE M. KOOPS, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
SIXTEENTH FLOOR
191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303
(404) 572-6600
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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The information in the Offer to Purchase of AIMCO/Bethesda
Holdings Acquisitions, Inc. dated October 10, 2000 (the "Offer"), Letter to
Unitholders dated October 10, 2000, and Acquisition Agreement dated June 28,
2000 among various affiliates of the filing person, as Sellers, and AIMCO
Properties, L.P. and certain of its affiliates, as Buyers, which are attached as
Exhibits (a), (b) and (c) hereto, is incorporated herein by reference in answer
to all of the Items of this Schedule 14D-9 except as otherwise set forth below:
Item 2. Identity and Background of Filing Person.
This Schedule 14D-9 is being filed by Oxford Residential
Properties I Limited Partnership, a Maryland limited partnership (the
"Partnership"). The Partnership's business address is 7200 Wisconsin Avenue,
11th Floor, Bethesda, Maryland 20814 and its telephone number is (301) 961-3577.
Assignee units of limited partnership interest of the Partnership are the
subject of the tender offer.
Item 9. Exhibits.
(a) Offer to Purchase of AIMCO/Bethesda Holdings Acquisitions,
Inc. (Exhibit 1 to Schedule TO of AIMCO/Bethesda Holdings
Acquisitions, Inc. dated October 10, 2000, is incorporated
herein by reference.)
(b) Letter to Unitholders dated October 10, 2000 (Exhibit 4 to
Schedule TO of AIMCO/Bethesda Holdings Acquisitions, Inc.
dated October 10, 2000 is incorporated herein by reference.)
(c) Acquisition Agreement dated June 28, 2000 among Apartment
Investment and Management Company ("AIMCO"), 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.)
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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 10, 2000
OXFORD RESIDENTIAL PROPERTIES I LIMITED
PARTNERSHIP, a Maryland limited partnership
By: Oxford Residential Properties I Corporation,
a Maryland corporation
Its Managing General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(a) Offer to Purchase of AIMCO/Bethesda Holdings Acquisitions, Inc.
(Exhibit 1 to Schedule TO of AIMCO/Bethesda Holdings Acquisitions, Inc.
dated October 10, 2000, is incorporated herein by reference.)
(b) Letter to Unitholders dated October 10, 2000 (Exhibit 4 to Schedule TO
of AIMCO/Bethesda Holdings Acquisitions, Inc. dated October 10, 2000 is
incorporated herein by reference.)
(c) Acquisition Agreement dated June 28, 2000 among AIMCO, 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.)
</TABLE>
