<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
---------------------------------------------------
(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
--------------
(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
----------
<PAGE> 2
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
10,992
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
10,992
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,992
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.51%
14. TYPE OF REPORTING PERSON
CO
2
<PAGE> 3
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
10,992
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
10,992
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,992
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.51%
14. TYPE OF REPORTING PERSON
PN
3
<PAGE> 4
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
10,992
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
10,992
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,992
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.51%
14. TYPE OF REPORTING PERSON
CO
4
<PAGE> 5
CUSIP No. Not Applicable 13D
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ORP ACQUISITION PARTNERS LIMITED PARTNERSHIP
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)
21.11%
14. TYPE OF REPORTING PERSON
PN
5
<PAGE> 6
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)
21.11%
14. TYPE OF REPORTING PERSON
PN
6
<PAGE> 7
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)
21.11%
14. TYPE OF REPORTING PERSON
CO
7
<PAGE> 8
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)
21.11%
14. TYPE OF REPORTING PERSON
CO
8
<PAGE> 9
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
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)
21.11%
14. TYPE OF REPORTING PERSON
CO
9
<PAGE> 10
CUSIP No. Not Applicable 13D
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCES OF FUNDS
WC
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
10
<PAGE> 11
AMENDMENT NO. 6 TO SCHEDULE 13D
This Statement (the "Statement") constitutes Amendment No. 6
to the Schedule 13D (the "Schedule 13D"), filed October 3, 2000, 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"),
as amended by (i) Amendment No. 1, filed October 10, 2000, by AIMCO, AIMCO OP,
AIMCO-GP, ORP, Acquisition, ORP Acquisition, ORFG, ABH and ABHA; (ii) Amendment
No. 2, filed October 30, 2000, by AIMCO, AIMCO OP, AIMCO-GP, ORP, Acquisition,
ORP Acquisition, ORFG, ABH and ABHA; (iii) Amendment No. 3, filed November 8,
2000, by AIMCO, AIMCO OP, AIMCO-GP, ORP, Acquisition, ORP Acquisition, ORFG, ABH
and ABHA; (iv) Amendment No. 4, filed November 8, 2000, by AIMCO, AIMCO OP,
AIMCO-GP, ORP, Acquisition, ORP Acquisition, ORFG, ABH and ABHA and (v)
Amendment No. 5, filed December 7, 2000, by AIMCO, AIMCO OP, AIMCO-GP, ORP,
Acquisition, ORP Acquisition, ORFG, ABH and 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.
(2) IDENTITY AND BACKGROUND.
Of the 10,992 Units in the Partnership, 5,995 Units are held
by AIMCO OP 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 owns a substantial majority of the capital stock of ORFG.
(The balance of ORFG was acquired by a previously existing subsidiary of AIMCO.)
AIMCO OP 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, ABHA, which is wholly-owned by ABH, previously owned a
25.75% limited partnership interest in Acquisition. A 27.684% limited
partnership interest in Acquisition was previously held in escrow. As previously
contemplated, as of January 2, 2001, the 27.684% limited partnership interest in
Acquisition previously held in escrow was transferred to AIMCO OP and AIMCO OP
acquired the 25.75% limited partnership interest in Acquisition held by ABHA.
AIMCO OP currently owns a 99% limited partnership interest in Acquisition. Also
on January 2, 2001, AIMCO OP acquired 5,995 Units from ABHA for $845 per Unit.
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.
11
<PAGE> 12
(5) INTEREST IN SECURITIES OF THE ISSUER.
As set forth in Item (2), AIMCO OP owns 5,995 Units and ORP
owns 4,997 Units, representing 24.40% and 21.11% of the outstanding Units (a
total of 10,992 Units and 45.51%), based on the 23,667 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, AIMCO OP, AIMCO-GP, 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) 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 5,995 Units which it directly
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 and ABH 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 and AIMCO-GP 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 5,995 Units which AIMCO OP directly owns and the 4,997 Units which ORP
directly owns.
As of January 2, 2001, ABHA ceased to beneficially own any
Units.
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: January 2, 2001
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
12
<PAGE> 13
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
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
13
