<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 29549
----------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
JACQUES-MILLER INCOME FUND, L.P. - II
(Name of 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)
JULY 19, 1999
(Date of Event Which Requires Filing of This Statement)
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
6,744.29
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
6,744.29
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,744.29
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 54.39%
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
6,744.29
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
6,744.29
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,744.29
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 54.34%
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 PERSONS (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
6,744.29
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
6,744.29
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,744.29
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 54.39%
14. TYPE OF REPORTING PERSON
CO
3
<PAGE> 5
SCHEDULE 13D
This Statement (the "Statement") constitutes Amendment No. 1
to the Schedule 13D (the "Schedule") originally filed with the Securities and
Exchange Commission ("Commission") on July 7, 1999, by AIMCO Properties, L.P.
("AIMCO OP"), AIMCO-GP, Inc. ("AIMCO-GP") and Apartment Investment and
Management Company ("AIMCO"). 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 Jacques- Miller Income Fund, L.P.-II a Delaware
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. 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 and AIMCO-GP 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.
Since July 30, 1999, AIMCO OP has purchased the following Units, as
follows:
<TABLE>
<CAPTION>
Date Number of Units Price Per
Unit ---- ---------------
--------------
<S> <C> <C>
10/18/99 1,093.65 $ *
12/31/99 2,862.56 $ 95.00
1/13/99 35.00 $ 95.00
</TABLE>
- -------------------
* These units were purchased with other assets for one negotiated purchase
price. No separate price was negotiated for the individual units.
All of the Units purchased since July 30, 1999 were purchased out of
the working capital of AIMCO OP.
4
<PAGE> 6
(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.
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
<PAGE> 7
(5) INTEREST IN SECURITIES OF THE ISSUER.
AIMCO OP directly owns 6,744.29 Units representing 54.39% of
the outstanding Units, based on the 12,400 Units outstanding on December 31,
1999.
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) 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 6,744.29Units directly owned
by it; (ii) AIMCO-GP is reporting that it shares the power to vote or direct the
disposition of the 6,744.29 Units owned by AIMCO OP; and (iii) 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 6,744.29 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) Agreement of Joint Filing, dated April 10, 2000,
among AIMCO OP, AIMCO-GP and AIMCO
6
<PAGE> 8
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: April 10, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
--------------------------------------
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
7
<PAGE> 9
ANNEX I
OFFICERS AND DIRECTORS
The names and positions of the executive officers of Apartment
Investment and Management Company ("AIMCO"), and AIMCO-GP, Inc.
("AIMCO-GP") and the directors of AIMCO are set forth below. The two
directors of AIMCO-GP are Terry Considine and Peter Kompaniez. The two
directors of the general partner of the Partnership are Peter K. Kompaniez
and Patrick J. Foye. The two executive officers of the general partner of
the Partnership are Patrick J. Foye, Executive Vice President, and Martha
L. Long, Senior Vice President and Controller. 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 Executive 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
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 the Company since July 1994. Mr. Considine serves
as Chairman and director of Asset Investors Corporation ("Asset
Investors") and Commercial Assets, Inc. ("Commercial Assets"), two
other public real estate investment trusts. Mr. Considine has been and
remains involved as a principal in a variety of other business
activities.
Peter K. Kompaniez......................... Mr. Kompaniez has been Vice Chairman of the Board of Directors 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 the Company 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 the Company) and 3.1 million square feet of commercial
real estate.
</TABLE>
I-1
<PAGE> 10
<TABLE>
<CAPTION>
Name Principal Occupations for the Last Five Years
---- ---------------------------------------------
<S> <C>
Thomas W. Toomey........................... Mr. Toomey served as Senior Vice President - Finance and
Administration of the Company 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 the Company 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 the Company 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.
Joel F. Bonder............................. Mr. Bonder was appointed Executive Vice President, General Counsel and
Secretary of the Company effective December 1997. Prior to joining the
Company, 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 the Company in
May 1998. He is responsible for acquisitions of partnership securities,
consolidation of minority interests, and corporate and other
acquisitions. Prior to joining the Company, 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.
</TABLE>
I-2
<PAGE> 11
<TABLE>
<CAPTION>
Name Principal Occupations for the Last Five Years
---- ---------------------------------------------
<S> <C>
Lance J. Graber............................ Mr. Graber was appointed Executive Vice President - Acquisitions of
the Company in October 1999. His principal business function is
acquisitions. Prior to joining the Company, 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.
Steven D. Ira.............................. Mr. Ira is a Co-Founder of the Company and has served as Executive
Vice President - Property Operations of the Company 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 the Company since
February 1999 and was appointed Chief Financial Officer in October
1999. Prior to joining the Company, 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.
Martha L. Long............................. Ms. Long has been Senior Vice President and Controller of the Managing
General Partner and AIMCO since October 1998, as a result of the
acquisition of Insignia Financial Group, Inc. From June 1994 until
January 1997, she was the Controller for Insignia, and was promoted to
Senior Vice President - Finance and Controller in January 1997,
retaining that title until October 1998. From 1988 to June 1994, Ms.
Long was Senior Vice President and Controller for the First Savings
Bank, FSB in Greenville, South Carolina.
</TABLE>
I-3
<PAGE> 12
<TABLE>
<CAPTION>
Name Principal Occupations for the Last Five Years
---- ---------------------------------------------
<S> <C>
Richard S. Ellwood......................... Mr. Ellwood was appointed a director of the Company in July 1994. Mr.
12 Auldwood Lane Ellwood is currently Chairman of the Audit Committee and a member of
Rumson, NJ 07660 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 the Company 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 served
Denver, CO 80202 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.
Thomas L. Rhodes........................... Mr. Rhodes was appointed a Director of the Company in July 1994 and
215 Lexington Avenue is currently a member of the Audit and Compensation Committees. Mr.
4th Floor Rhodes has served as the President and Director of National Review
New York, NY 10016 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 Co-
Chairman of the Board, Co-Chief Executive Officer and a Director of
Asset Investors and Commercial Assets. 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>
I-4
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- -------- -----------
<S> <C>
(a) Agreement of Joint Filing, dated April 10, 2000,
among AIMCO, AIMCO-GP, and AIMCO OP.
</TABLE>
<PAGE> 1
EXHIBIT (a)
AGREEMENT OF JOINT FILING
AIMCO Properties, L.P., AIMCO-GP, Inc. and Apartment Investment and Management
Company agree that the Schedule 13D to which this Agreement is attached as an
exhibit, and all amendments thereto, shall be filed on behalf of each of them.
This agreement is intended to satisfy the requirements the requirements of Rule
13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended.
Dated: April 10, 2000
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
