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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
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(Name of Issuer)
ASSIGNEE UNITS OF LIMITED PARTNERSHIP INTERESTS
-----------------------------------------------
(Title of Class of Securities)
NOT APPLICABLE
--------------
(CUSIP Number)
PATRICK J. FOYE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
COLORADO CENTER, TOWER TWO
2000 SOUTH COLORADO BOULEVARD
DENVER, COLORADO 80222
(303) 757-8101
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
September 20, 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
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CUSIP No. Not Applicable 13D
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
84-129577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCES OF FUNDS
Not Applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
8. SHARED VOTING POWER
6,030
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
6,030
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,030
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
14. TYPE OF REPORTING PERSON
CO
2
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CUSIP No. Not Applicable 13D
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AIMCO PROPERTIES, L.P.
84-1275621
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(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14. TYPE OF REPORTING PERSON
PN
-----------------------
* See Items (2) and (5)
3
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CUSIP No. Not Applicable 13D
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AIMCO-GP, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCES OF FUNDS
Not Applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14. TYPE OF REPORTING PERSON
CO
-----------------------
* See Items (2) and (5)
4
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CUSIP No. Not Applicable 13D
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ORP ACQUISITION PARTNERS L.P.
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(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
8. SHARED VOTING POWER
4,997
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
4,997
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,997
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
14. TYPE OF REPORTING PERSON
PN
5
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CUSIP No. Not Applicable 13D
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ACQUISITION LIMITED PARTNERSHIP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCES OF FUNDS
Not Applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
8. SHARED VOTING POWER
4,997
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
4,997
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,997
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
14. TYPE OF REPORTING PERSON
PN
6
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CUSIP No. Not Applicable 13D
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ORP ACQUISITION, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCES OF FUNDS
Not Applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
8. SHARED VOTING POWER
4,997
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
4,997
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,997
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
14. TYPE OF REPORTING PERSON
CO
7
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CUSIP No. Not Applicable 13D
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
OXFORD REALTY FINANCIAL GROUP, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCES OF FUNDS
Not Applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
8. SHARED VOTING POWER
4,997
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
4,997
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,997
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
14. TYPE OF REPORTING PERSON
CO
8
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CUSIP No. Not Applicable 13D
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AIMCO/BETHESDA HOLDINGS, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCES OF FUNDS
Not Applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
8. SHARED VOTING POWER
6,030
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
6,030
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,030
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
14. TYPE OF REPORTING PERSON
CO
9
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CUSIP No. Not Applicable 13D
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AIMCO/BETHESDA HOLDING ACQUISITIONS, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCES OF FUNDS
Not Applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14. TYPE OF REPORTING PERSON
CO
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* See Items (2) and (5).
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SCHEDULE 13D
This Statement (the "Statement") constitutes the Schedule 13D
(the "Schedule 13D") of Apartment Investment and Management Company ("AIMCO"),
AIMCO Properties, L.P. ("AIMCO OP"), AIMCO-GP, Inc. ("AIMCO-GP"), ORP
Acquisition Partners LP ("ORP"), Acquisition Limited Partnership
("Acquisition"), ORP Acquisition, Inc. ("ORP Acquisition"), Oxford Realty
Financial Group, Inc. ("ORFG"), AIMCO/Bethesda Holdings, Inc. ("ABH") and
AIMCO/Bethesda Holdings Acquisitions, Inc. ("ABHA"). AIMCO, AIMCO OP, AIMCO-GP,
ORP, Acquisition, ORP Acquisition, ORFG, ABH and ABHA 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 the Assignee Units of Limited
Partnership Interest ("Units") of Oxford Residential Properties I Limited
Partnership, a Maryland limited partnership (the "Partnership"). The address of
the Partnership's principal executive offices is Colorado Center, Tower Two,
2000 South Colorado Boulevard, 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, Denver, Colorado 80222. AIMCO, ORP Acquisition and ORFG are Maryland
corporations. AIMCO OP is a Delaware limited partnership. AIMCO-GP, ABH and ABHA
are Delaware corporations. ORP and Acquisition are Maryland limited
partnerships. The executive officers and directors of the Reporting Persons who
are corporate entities are listed on Annex I to this Schedule 13D ("Annex I"),
which is incorporated herein by reference.
Of the 6,030 Units in the Partnership, 1,033 Units are held by
ABH and 4,997 Units are held by ORP.
Acquisition owns a 59% general partnership interest and a 40%
limited partnership interest in ORP. ORP 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
in Item (4) 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. See Annex I hereto. The ownership of ABH was structured to satisfy
certain REIT requirements.
AIMCO OP owns a 45.565% limited partnership interest in
Acquisition. In addition, 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
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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 then own a 99% limited
partnership interest in Acquisition. 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.
(d)-(e) During the last five years, none of the Reporting
Persons nor, to the best of their knowledge, any of the persons whose
biographies are set forth 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 used working capital and the following loan proceeds
to finance the transactions described in Item (4) below.
AIMCO OP borrowed $279 million to pay the cash portion of the
purchase price 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 Properties, L.P.,
NHP Management Company and AIMCO/Bethesda Holdings, Inc., and all obligations
thereunder are guaranteed by AIMCO and certain 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 4.5% 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 term loan 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.
ABH used working capital to purchase the 1,033 Units.
(4) PURPOSE OF TRANSACTION.
AIMCO is a real estate investment trust that owns and manages
multifamily apartment properties throughout the United States. AIMCO OP is the
operating partnership for AIMCO. AIMCO's Class A Common Stock is listed and
traded on the New York Stock Exchange under the symbol "AIV." Based on apartment
unit data compiled as of January 1, 1999, by the National Multi-Housing Council,
AIMCO believes that it is the largest owner and manager of multi-family
apartment properties in the United States. As of June 30, 2000, AIMCO:
- owned or controlled 135,261 units in 483 apartment properties;
- held an equity interest in 100,441 units in 614 apartment
properties; and
- managed 108,176 units in 705 apartment properties for third
party owners and affiliates.
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On June 28, 2000, AIMCO, AIMCO OP and the principals of Oxford
Realty Financial Group entered into a definitive acquisition agreement pursuant
to which, on September 20, 2000, AIMCO OP acquired all of the stock and other
interests held by officers and directors of the entities which own and control
the Oxford properties, for $328 million. As part of such acquisition, the
Reporting Persons acquired:
o the entity which owns the managing general partner of the
Partnership (Oxford Residential Properties I Corporation) and
the entity which owns the non-managing general partner of the
Partnership; and
o the direct and indirect interest in the 4,997 Units.
In addition, AIMCO OP's executive officers became executive
officers and directors of the Reporting Persons and the Partnership's managing
general partner, Oxford Residential Properties I Corporation, as set forth on
Annex I hereto.
The Oxford properties are 167 apartment communities including
36,949 units, located in 18 states. The properties are owned by 167 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 the Oxford entities.
AIMCO OP paid $266 million in cash and $62 million in its
Partnership Common units, valued at $45 per Unit. In addition, approximately $19
million of transaction costs have been and will be incurred.
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, stock of AIMCO
or other consideration. The Reporting Persons also may consider selling some or
all of the Units they may acquire to persons not yet determined, which may
include their affiliates. The Reporting Persons may also buy the Partnership's
assets, 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.
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 further changes in the Partnership's managing general partner; any changes
in the Partnership's present capitalization, indebtedness or distribution
policy; or any other material changes in Partnership's structure or business.
The Reporting Persons have been advised that the possible
future transactions the managing general partner of the Partnership expects to
consider on behalf of the Partnership include: (i) refinancing, reducing or
increasing existing indebtedness of the Partnership; (ii) sales of assets,
individually or as part of a complete liquidation; and (iii) mergers or other
consolidation transactions involving the Partnership. Any such merger or
consolidation transaction could involve other limited partnerships in which such
managing 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,
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affiliates of the Reporting Persons), in any of which limited partners might
receive cash, partnership interests, 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 or Unit
holders of the Partnership, the Reporting Persons will participate in those
benefits to the extent of our ownership of Units.
The Reporting Persons or their affiliates may loan funds to
the Partnership which may be secured by the Partnership's assets. 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 security interest.
However, the Reporting Persons expect that consistent with fiduciary obligations
of the managing 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 of assets or a combination of the Partnership with
one or more other entities.
(5) INTEREST IN SECURITIES OF THE ISSUER.
As set forth in Item (2), ABH owns 1,033 Units and ORP owns
4,997 Units, representing 4.4% and 21.1% of the outstanding Units (a total of
6,030 Units and 25.5%), based on the 23,558 Units outstanding at June 30, 2000.
AIMCO and AIMCO-GP may be deemed to beneficially own any
interests directly owned by AIMCO OP by each of their relationship with AIMCO OP
as set forth in Item (2).
AIMCO, Acquisition, ORP Acquisition, ORFG and ABH may be
deemed to beneficially own the Units directly owned by ORP by each of their
relationship with ORP as set forth in Item (2).
Accordingly, for purposes of this Statement: (i) ABH 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 1,033 Units which it directly owns and the 4,997
Units which ORP direct owns; (ii) ORP 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 4,997 Units which it directly owns; (iii) Acquisition, ORP
Acquisition and ORFG are all reporting that each shares the power to vote or
direct the vote and the power to dispose or direct the disposition of the 4,997
Units which ORP directly owns; and (v) 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 1,033 Units which ABH directly owns and the 4,997 Units which
ORP directly owns. AIMCO OP, AIMCO-GP and ABHA do not have or share the power to
vote or direct the vote nor the power to dispose or direct the disposition of
any of these 6,030 Units.
On September 28, 2000, ABH purchased in a private transaction,
1,033 Units for $845 per Unit.
(6) CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
Not applicable.
(7) MATERIAL TO BE FILED AS EXHIBITS.
(a) 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
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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.)
(b) Interimcredit 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, dated September 20, 2000, related to
Oxford Tax Exempt Fund II Limited Partnership, is
incorporated herein by this reference.)
(c) Agreement of Joint Filing, dated September 20, 2000,
among AIMCO, AIMCO OP, AIMCO-GP, ORP, Acquisition,
ORP Acquisition, ORFG, ABH and ABHA.
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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 2, 2000
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
------------------------------------
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
------------------------------------
Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
------------------------------------
Executive Vice President
ORP ACQUISITION PARTNERS LP
By: ORP ACQUISITION, INC.
(General Partner)
By: /s/ Patrick J. Foye
------------------------------------
Patrick J. Foye
Executive Vice President
ACQUISITION LIMITED PARTNERSHIP
By: ORP ACQUISITION, INC.
(General Partner)
By: /s/ Patrick J. Foye
------------------------------------
Patrick J. Foye
Executive Vice President
<PAGE> 17
ORP ACQUISITION, INC.
By: /s/ Patrick J. Foye
------------------------------------
Patrick J. Foye
Executive Vice President
OXFORD REALTY FINANCIAL GROUP, INC.
By: /s/ Patrick J. Foye
------------------------------------
Patrick J. Foye
Executive Vice President
AIMCO/BETHESDA HOLDINGS, INC.
By: /s/ Patrick J. Foye
------------------------------------
Patrick J. Foye
Executive Vice President
AIMCO/BETHESDA HOLDINGS
ACQUISITION, INC.
By: /s/ Patrick J. Foye
------------------------------------
Patrick J. Foye
Executive Vice President
A-1
<PAGE> 18
ANNEX I
OFFICERS AND DIRECTORS
The names and positions of the executive officers of Apartment
Investment and Management Company, the Reporting Persons which are corporations,
and Oxford Residential Properties I Corporation, the managing general partner of
the Partnership, are set forth below. The directors of AIMCO are also set forth
below. The two directors of the Reporting Persons which are corporations and
Oxford Residential Properties I Corporation 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 Director of
American Land Lease, Inc. (formerly Asset Investors Corporation
and Commercial Assets, Inc.), a other public real estate investment
trust. Mr. Considine has been and remains involved as a principal
in a variety of other business activities.
</TABLE>
A-2
<PAGE> 19
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
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.
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 with
Lincoln Property Company ("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 responsibility 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.
</TABLE>
A-3
<PAGE> 20
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
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 Washington, 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 University of Rochester and a J.D. from Washington
University School of Law.
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>
A-4
<PAGE> 21
<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.
</TABLE>
A-5
<PAGE> 22
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
James N. Bailey................................ Mr. Bailey was appointed a Director of AIMCO in 1999. In
Cambridge Associates, Inc. 1973, Mr. Bailey co-founded Cambridge Associates, Inc.,
1 Winthrop Square, Suite 500 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 insurance company. He received
his MBA and JD degrees in 1973 from Harvard Business School
and Harvard Law School.
Mr. Ellwood was appointed a director of AIMCO in July
1994. Mr. Ellwood is currently Chairman of the Audit
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.
Richard S. Ellwood............................. Prior to forming R.S. Ellwood & Co., Incorporated in 1987,
12 Auldwood Lane Mr. Ellwood had 31 years experience on Wall Street as an
Rumson, NJ 07660 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.
Mr. Martin was appointed a director of AIMCO in July 1994
and became Chairman of the Compensation Committee on
March 19, 1998. Mr. Martin is a member of the Audit
Committee. Mr. Martin has served as President and Chief
Executive Officer of NL Industries, Inc., a manufacturer of
titanium dioxide since 1987. Mr. Martin has served as
J. Landis Martin............................... Chairman of Tremont Corporation ("Tremont"), a holding
199 Broadway company operating through its affiliates Titanium Metals
Suite 4300 Corporation ("TIMET") and NL Industries, Inc. ("NL"), since
Denver, CO 80202 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 petroleum services, hydrocarbon and engineering
industries, and Crown Castle International Corporation, a
communications company.
</TABLE>
A-6
<PAGE> 23
<TABLE>
<S> <C>
Thomas L. Rhodes.............................. Mr. Rhodes was appointed a Director of AIMCO in July 1994
215 Lexington Avenue and is currently a member of the Audit and Compensation
4th Floor Committees. Mr. Rhodes has served as the President and
New York, NY 10016 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>
A-7
<PAGE> 24
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
(a) 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.)
(b) Interimcredit 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, dated September 20, 2000, related to Oxford Tax
Exempt Fund II Limited Partnership, is incorporated herein by
this reference.)
(c) Agreement of Joint Filing, dated September 20, 2000, among
AIMCO, AIMCO OP, AIMCO-GP, ORP, Acquisition, ORP Acquisition,
ORFG, ABH and ABHA.
</TABLE>
