<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
AMENDMENT NO. 4
(AMENDED FINAL AMENDMENT)
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
(Name of Subject Company)
AIMCO PROPERTIES, L.P.
(Bidder)
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
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
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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<PAGE> 2
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* $1,388,708 Amount of Filing Fee: $277.74
- --------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the purchase
of 479.03 units of limited partnership interest of the subject partnership
for $2,899 per unit. The amount of the filing fee, calculated in accordance
with Section 14(g)(1)(B)(3) and Rule 0-11(d) under the Securities Exchange
Act of 1934, as amended, equals 1/50th of one percent of the aggregate of
the cash offered by the bidder.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number or the form
or schedule and the date of its filing.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: $277.74 Filing Parties: AIMCO Properties, L.P.
Form or Registration No.: Schedule 14D-1 Date Filed: August 2, 1999
</TABLE>
(Continued on following pages)
Page 1 of 6 Pages
<PAGE> 3
CUSIP No. NONE 14D-1/A AND 13D/A
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
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38.75
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
3.2%
10. TYPE OF REPORTING PERSON
PN
Page 2 of 6 Pages
<PAGE> 4
CUSIP No. NONE 14D-1/A AND 13D/A
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
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38.75
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
3.2%
10. TYPE OF REPORTING PERSON
CO
Page 3 of 6 Pages
<PAGE> 5
CUSIP No. NONE 14D-1/A AND 13D/A
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
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197.25
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
16.1%
10. TYPE OF REPORTING PERSON
CO
Page 4 of 6 Pages
<PAGE> 6
AMENDMENT NO. 4 TO SCHEDULE 14D-1/AMENDMENT NO. 5 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No.
4 to the Schedule 14D-1, originally filed August 2, 1999, of AIMCO Properties,
L.P. (the "AIMCO OP"), relating to AIMCO OP's offer to purchase units of limited
partnership interest ("Units") of Davidson Diversified Real Estate II, L.P. (the
"Partnership"); and (b) Amendment No. 5 to the Schedule 13D (the "Schedule 13D")
originally filed with the Securities and Exchange Commission (the "Commission")
on January 29, 1999, 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 August 2, 1999, by Cooper River,
AIMCO/IPT, Inc. ("AIMCO IPT"), IPLP, AIMCO OP, AIMCO-GP, Inc. ("AIMCO-GP"), and
AIMCO, (ii) Amendment No. 2, filed with the Commission on August 13, 1999, by
Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP, and AIMCO, (iii) Amendment
No. 3, filed with the Commission on September 10, 1999, by Cooper River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP, and AIMCO, and (iv) Amendment No. 4, filed
with the Commission on September 24, 1999, 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 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) - (b) At 5:00 p.m., New York time, on Thursday, September 16, 1999,
the offer expired pursuant to its terms. A total of 34.5 Units, representing
approximately 2.8% of the outstanding Units, were validly tendered and not
withdrawn pursuant to the offer. AIMCO OP has accepted for payment all of those
Units at $2,899 per Unit.
Page 5 of 6 Pages
<PAGE> 7
SIGNATURE
After due 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 1, 1999
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 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
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
-----------------------------------
Executive Vice President
Page 6 of 6 Pages
