<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
(Issuer)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of 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
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
September 29, 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. 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
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
3,130
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
3,130
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,130
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 19.94%
14. TYPE OF REPORTING PERSON
PN
1
<PAGE> 3
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
3,130
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
3,130
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,130
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 19.94%
14. TYPE OF REPORTING PERSON
CO
2
<PAGE> 4
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE (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
4,943
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
4,943
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,943
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 31.49%
14. TYPE OF REPORTING PERSON
CO
3
<PAGE> 5
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
INSIGNIA PROPERTIES, 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(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
1,813.00
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
1,813.00
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,813.00
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 11.55%
14. TYPE OF REPORTING PERSON
PN
4
<PAGE> 6
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO/IPT, 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
1,813.00
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
1,813.00
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,813.00
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 11.55%
14. TYPE OF REPORTING PERSON
CO
5
<PAGE> 7
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
COOPER RIVER PROPERTIES, L.L.C.
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
1,741.00
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
1,741.00
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,741.00
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 11.09%
14. TYPE OF REPORTING PERSON
OO
6
<PAGE> 8
AMENDMENT NO. 9 TO SCHEDULE 13D
This Statement (the "Statement") constitutes Amendment No. 9 to the
Schedule 13D (the "Schedule 13D") originally filed with the Securities and
Exchange Commission (the "Commission") on December 25, 1998, by Cooper River
Properties, L.L.C. ("Cooper River"), Insignia Properties, L.P. ("IPLP"),
Insignia Properties Trust ("IPT") and Apartment Investment and Management
Company ("AIMCO"), as amended by (i) Amendment No. 1, filed with the Commission
on May 27, 1999, by Cooper River, AIMCO/IPT, Inc. ("AIMCO/IPT"), IPLP, AIMCO
Properties, L.P. ("AIMCO OP"), AIMCO-GP ("AIMCO-GP") and AIMCO, (ii) Amendment
No. 2, filed with the Commission on July 1, 1999, by Cooper River, AIMCO/IPT,
IPLP, AIMCO Properties, L.P., AIMCO OP, AIMCO-GP and AIMCO, (iii) Amendment No.
3, filed with the Commission on August 6, 1999, by Cooper River, AIMCO/IPT,
IPLP, AIMCO OP, AIMCO-GP and AIMCO, and (iv) Amendment No. 4, filed with the
Commission on November 24, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO, (v) Amendment No. 5, filed with the Commission on January
13, 2000, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (vi)
Amendment No. 6, filed with the Commission on May 16, 2000, by Cooper River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (vii) Amendment No. 7 filed with
the Commission on June 14, 2000, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO, and (viii) Amendment No. 8, dated July 21, 2000, filed with
the Commission by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO.
Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO] 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 units of limited partnership interest (the
"Units") of HCW Pension Real Estate Fund Limited Partnership, a Massachusetts
limited partnership (the "Partnership"). The address of the Partnership's
principal executive offices is Colorado Center, Tower Two, 2000 South Colorado
Boulevard, Suite 2-1000, 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, Suite
2-1000, Denver, Colorado 80222. Cooper River Properties, L.L.C. is a Delaware
limited liability company, Insignia Properties, L.P. is a Delaware limited
partnership, AIMCO/IPT, Inc. is a Delaware corporation. AIMCO Properties, L.P.
is a Delaware limited partnership. AIMCO-GP, Inc. is a Delaware corporation.
Apartment Investment and Management Company is a Maryland Corporation. The
executive officers and directors of AIMCO, AIMCO-GP and AIMCO/IPT are listed on
Annex I to the Schedule 13D ("Annex I"), which is incorporated herein by
reference.
(d)-(e) During the last five years, none of the Reporting Persons nor, to
the best of their knowledge, any of the persons listed 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.
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<PAGE> 9
AIMCO OP has purchased the following Units, as follows:
<TABLE>
<CAPTION>
Date Number of Units Price Per Unit
---- --------------- --------------
<S> <C> <C>
7/15/00 186 $478
9/29/00 75 (1)
9/29/00 131 (2)
</TABLE>
----------
(1) The 75 Units are part of 3,507.65 units in various partnerships purchased
for an aggregate purchase price of $950,000.
(2) The 131 Units are part of 27,820.2 units in various partnerships purchased
for an aggregate price of $3,700,000.
All of the Units purchased were purchased out of the working capital of
AIMCO OP or AIMCO OP's credit facility.
Under AIMCO OP's secured $400 million revolving credit facility with Bank
of America and several other lenders, AIMCO OP., NHP Management Company and
AIMCO/Bethesda Holdings, Inc. are the borrowers and all obligations thereunder
are guaranteed by AIMCO and certain of its subsidiaries. The credit facility
includes a swing line of up to $30 million. The obligations under the credit
facility are secured by a first priority pledge of AIMCO OP's stock ownership in
certain subsidiaries of AIMCO and its interests in notes issued by it to certain
subsidiaries of AIMCO and a second priority pledge of each borrower's and AIMCO
Holdings, L.P.'s stock ownership in certain subsidiaries of AIMCO and certain
options to purchase Beneficial Assignee Interests ("BACs") of Oxford Tax Exempt
Fund II Limited Partnership. The annual interest rate under the credit facility
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 2.05% and 2.55% in the case of
LIBOR-based loans and between 0.55% and 1.05% in the case of base rate loans,
based upon a fixed charge coverage ratio. The credit facility expires on July
31, 2002, unless extended at the discretion of the borrowers, at which time the
revolving facility would be converted into a term loan for up to two successive
one-year periods. The financial covenants contained in the credit facility
require us to maintain a ratio of debt to gross asset value of no more than 0.55
to 1.0, and an interest coverage ratio of 2.25 to 1.0, a fixed charge coverage
ratio of at least 1.7 to 1.0 until December 31, 2000, and 1.75 to 1.0
thereafter, an adjusted fixed charge coverage ratio (excluding amortization of
the term loan made to the borrowers by Bank of America, N.A., Lehman Commercial
Paper Inc. and certain other lenders) in connection with the purchase of certain
assets related to the Oxford Realty Financial Group) of at least 1.50 to 1.0
while such term loan is outstanding. In addition, the credit facility limits us
from distributing more than 80% of our Funds From Operations (as defined) (or
such amounts as may be necessary for AIMCO to maintain our status as a REIT),
imposes minimum net worth requirements and provides other financial covenants
related to certain of AIMCO's assets and obligations. NHP Management Company,
AIMCO/Bethesda Holdings, Inc. and AIMCO Holdings, LLP are subsidiaries of AIMCO.
(4) PURPOSE OF TRANSACTION.
AIMCO OP is in the business of acquiring direct and indirect interests in
apartment properties such as the properties owned by the Partnership. The
purchase of Units provides AIMCO OP with an opportunity to increase its
ownership interest in the Partnership's properties.
AIMCO OP owns the general partner and thereby control the management of the
Partnership. In addition, AIMCO OP owns the manager of the residential
properties. AIMCO OP currently intends that it will hold the Units acquired and
the Partnership will continue its business and operations substantially as they
are currently being conducted.
8
<PAGE> 10
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 or other
consideration. The Reporting Persons also may consider selling some or all of
the units previously purchased to persons not yet determined, which may include
their affiliates. The Reporting Persons may also buy the Partnership's
properties, 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 changes in
composition of the Partnership's senior management or personnel or their
compensation; any changes in the Partnership's present capitalization,
indebtedness or distribution policy; or any other material changes in the
Partnership's structure or business. The Reporting Persons or their affiliates
may loan funds to the Partnership which may be secured by the Partnership's
properties. 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 mortgage or security interest. However, the Reporting Persons expect
that consistent with fiduciary obligations of the 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 or refinancings of assets or
a combination of the Partnership with one or more other entities, with the
objective of seeking to maximize returns to limited partners.
The Reporting Persons have been advised that the possible future
transactions the general partner of the Partnership expects to consider on
behalf of the Partnership include: (1) payment of extraordinary distributions;
(2) refinancing, reducing or increasing existing indebtedness of the
Partnership; (3) sales of assets, individually or as part of a complete
liquidation; and (4) mergers or other consolidation transactions involving the
Partnership. Any such merger or consolidation transaction could involve other
limited partnerships in which such 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, affiliates of the Reporting
Persons), in any of which limited partners might receive cash, 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 of the Partnership, the Reporting Persons will participate in
those benefits to the extent of our ownership of Units. The Reporting Person's
primary objective in acquiring Units is to generate a profit on the investment
represented by those Units.
(5) INTEREST IN SECURITIES OF THE ISSUER.
Cooper River directly owns 1,741 Units, IPLP directly owns 72 Units, and
AIMCO OP directly owns 3,130 Units (an aggregate of 4,943 Units), representing
approximately 10.80%, 0.45% and 14.93%, respectively, or a total of
approximately 31.18% of the outstanding Units based on the 15,698 Units
outstanding at April 24, 2000.
IPLP, AIMCO/IPT and AIMCO may be deemed to beneficially own the Units
directly owned by Cooper River by reason of each of their relationship with
Cooper River. AIMCO/IPT and AIMCO may be deemed to beneficially own the units
directly owned by IPLP by reason of each of their
9
<PAGE> 11
relationships with IPLP. Cooper River is a wholly owned subsidiary of IPLP, and
AIMCO/IPT is the sole general partner of IPLP (owning approximately 66.17% of
the total equity interests). AIMCO/IPT is a wholly owned subsidiary of AIMCO.
AIMCO-GP and AIMCO may be deemed to beneficially own the Units directly
owned by AIMCO OP by each of their relationship with AIMCO OP. 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.
Accordingly, for purposes of this Statement: (i) Cooper River is reporting
that it shares the power to vote or direct the vote and the power to dispose or
direct the disposition of the 1,741 Units directly owned by it; (ii) IPLP is
reporting that it shares the power to vote or direct the vote and the power to
dispose and direct the disposition of the 72 Units owned by it and the 1,741
Units directly owned by Cooper River; (iii) AIMCO/IPT is reporting that it
shares the power to vote or direct the vote and the power to dispose or direct
the disposition of the 1,741 Units directly owned by Cooper River and the 72
Units directly owned by IPLP; (iv) 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 3,130 Units directly owned by; (vi) AIMCO-GP is reporting
that it shares the power to vote or direct the disposition of the 3,130 Units
owned by AIMCO OP; and (vii) 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
1,741 Units directly owned by Cooper River, the 72 Units directly owned by IPLP,
and the 3,130 Units directly owned by AIMCO OP.
(6) CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
Not applicable.
(7) MATERIAL TO BE FILED AS EXHIBITS.
(a) Second Amended and Restated 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. and several other lenders. (Exhibit (e) to AIMCO's
Schedule 13D for Oxford Tax Exempt Fund II Limited Partnership,
dated September 20, 2000, is incorporated herein by this
reference.)
(z)(1) Agreement of Joint Filing, among Cooper River, AIMCO/IPT, IPLP,
AIMCO OP, AIMCO-GP and AIMCO. (Previously filed with Amendment
No. 6 to Schedule 13D).
10
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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 5, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
------------------------
Patrick J. Foye
Executive Vice President
COOPER RIVER PROPERTIES, L.L.C.
By: /s/ Patrick J. Foye
------------------------
Executive Vice President
AIMCO/IPT, INC.
By: /s/ Patrick J. Foye
------------------------
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, INC.
(General Partner)
By: /s/ Patrick J. Foye
------------------------
Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
------------------------
Patrick J. Foye
Executive Vice President
11
<PAGE> 13
ANNEX I
OFFICERS AND DIRECTORS
The names and positions of the executive officers of Apartment Investment
and Management Company ("AIMCO"), AIMCO-GP, Inc. ("AIMCO-GP") and AIMCO/IPT,
Inc. ("AIMCO/IPT") and the directors of AIMCO are set forth below. The two
directors of AIMCO-GP and AIMCO/IPT 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 Directors and Chief Executive
Officer of American Land Lease, Inc. (formerly Asset Investors
Corporation and Commercial Assets, Inc.), a public real estate
investment trust. Mr. Considine has been and remains involved as
a principal in a variety of other business activities.
</TABLE>
I-1
<PAGE> 14
<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 in a similar capacity 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>
I-2
<PAGE> 15
<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>
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<PAGE> 16
<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>
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<PAGE> 17
<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 1973,
Cambridge Associates, Inc. Mr. Bailey co-founded Cambridge Associates, Inc., which is an
1 Winthrop Square, Suite 500 investment consulting firm for nonprofit institutions and wealthy
Boston, MA 02110 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.
Richard S. Ellwood........................... Mr. Ellwood was appointed a director of AIMCO in July 1994. Mr.
12 Auldwood Lane Ellwood is currently Chairman of the Audit Committee and a member
Rumson, NJ 07660 of the Compensation Committee. Mr. Ellwood is the founder and
President of R.S. Ellwood & Co., Incorporated, a real estate
investment banking firm. Prior to forming R.S. Ellwood & Co.,
Incorporated in 1987, Mr. Ellwood had 31 years experience on Wall
Street as an 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.
J. Landis Martin............................. Mr. Martin was appointed a director of AIMCO in July 1994 and
199 Broadway became Chairman of the Compensation Committee on March 19, 1998.
Suite 4300 Mr. Martin is a member of the Audit Committee. Mr. Martin has
Denver, CO 80202 served as President and Chief Executive Officer of NL Industries,
Inc., a manufacturer of titanium dioxide since 1987. Mr. Martin
has served as Chairman of Tremont Corporation ("Tremont"), a
holding company operating through its affiliates Titanium Metals
Corporation ("TIMET") and NL Industries, Inc. ("NL"), since 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>
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<PAGE> 18
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Thomas L. Rhodes............................. Mr. Rhodes was appointed a Director of AIMCO in July 1994 and is
215 Lexington Avenue currently a member of the Audit and Compensation Committees.
4th Floor Mr. Rhodes has served as the President and Director of National
New York, NY 10016 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>
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<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
(a) Second Amended and Restated 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. and several
other lenders. (Exhibit (e) to AIMCO's Schedule 13D for Oxford Tax
Exempt Fund II Limited Partnership, dated September 20, 2000, is
incorporated herein by this reference.)
(z)(1) Agreement of Joint Filing, among Cooper River, AIMCO/IPT, IPLP,
AIMCO OP, AIMCO-GP and AIMCO. (Previously filed with Amendment
No. 6 to Schedule 13D).
</TABLE>
