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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 4 (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. 17)
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
(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
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)
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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CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* $8,647,439.72 Amount of Filing Fee: $1,729.49
- --------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the
purchase of 88,673.5 units of limited partnership interest of the
subject partnership for $97.52 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.
Amount Previously Paid: $1,714.77 Filing Parties: AIMCO Properties, L.P.
Form or Registration No.: Schedule 14D-1 Date Filed: November 23, 1999
(Continued on following pages)
Page 1 of 6
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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, BK
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
33,913
9. SOLE DISPOSITIVE POWER
33,913
10. SHARED VOTING POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
33,913
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 26.06%
14. TYPE OF REPORTING PERSON
PN
Page 2 of 6
<PAGE> 4
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
33,913
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
33,913
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
33,913
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 26.06%
14. TYPE OF REPORTING PERSON
CO
Page 3 of 6
<PAGE> 5
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
60,120.50
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
60,120.50
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
60,120.50
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 46.20%
14. TYPE OF REPORTING PERSON
CO
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AMENDMENT NO. 4 TO SCHEDULE 14D-1/AMENDMENT NO. 17 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No.
3 to the Schedule 14D-1, originally filed on October 25, 1999, of AIMCO
Properties, L.P. (the "AIMCO OP"), relating to AIMCO OP's offer to purchase
units of limited partnership interest ("Units") of Johnstown/Consolidated Income
Partners (the "Partnership"); and (b) Amendment No. 17 to the Schedule 13D (the
"Schedule 13D") originally filed with the Securities and Exchange Commission
(the "Commission") on December 4, 1995, by Liquidity Assistance, L.L.C.
("Liquidity"), and Insignia Financial Group, Inc. ("Insignia"), as amended by
(i) Amendment No. 1, filed with the Commission on October 16, 1996, by Insignia,
Liquidity, and Market Ventures, L.L.C. ("Market Ventures"), (ii) Amendment No.
2, filed with the Commission on April 25, 1997, by Insignia, Insignia
Properties, L.P., ("IPLP"), and Andrew L. Farkas, (iii) Amendment No. 3, filed
with the Commission on December 19, 1997, by Madison River Properties, L.L.C.
("Madison River"), IPLP, IPT, Insignia, and Andrew L. Farkas, (iv) Amendment No.
4, filed with the Commission on January 15, 1998, by Madison River, IPLP, IPT,
Insignia, and Andrew L. Farkas, (v) Amendment No. 5, filed with the Commission
on January 22, 1998, by Madison River, IPLP, IPT, Insignia, and Andrew L.
Farkas, (vi) Amendment No. 6, filed with the Commission on February 2, 1998, by
Madison River, IPLP, IPT, Insignia, and Andrew L. Farkas, (vii) Amendment No. 7,
filed with the Commission on February 10, 1998, by Madison River, IPLP, IPT,
Insignia, and Andrew L. Farkas, (viii) Amendment No. 8, filed with the
Commission on March 12, 1998, by Madison River, IPLP, IPT, Insignia, and Andrew
L. Farkas, (ix) Amendment No. 9, filed with the Commission on November 11, 1997,
by Madison River, AIMCO OP, AIMCO-GP, Inc. ("AIMCO-GP"), and Apartment
Investment and Management Company ("AIMCO"), (x) Amendment No. 10, filed with
the Commission on May 27, 1999 by Madison, AIMCO/IPT, Inc. ("AIMCO/IPT"), IPLP,
AIMCO OP, AIMCO-GP and AIMCO, (xi) Amendment No. 11, filed with the Commission
on July 1, 1999, by Madison River, AIMCO OP/IPT, IPLP, AIMCO OP, AIMCO-GP and
AIMCO, (xii) Amendment No. 12, filed with the Commission on August 6, 1999 by
Madison River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xiii) Amendment
No. 13, filed with the Commission on October 25, 1999 by Madison River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, and (xiv) Amendment No. 14, filed
with the Commission on November 17, 1999 by Madison River, AIMCO/IPT, IPLP,
AIMCO OP, AIMCO-GP and AIMCO, (xv) Amendment No. 15, filed with the Commission
on November 23, 1999, by Madison River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO GP and
AIMCO, and (xvi) Amendment No. 16, dated December 16, 1999, by Madison River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO. Madison 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.
At midnight, New York time, on Thursday, December 30, 1999, the offer
expired pursuant to its terms. A total of 20,043 Units, representing
approximately 15.40% 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 $97.52 per Unit.
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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: January 10, 2000
MADISON RIVER PROPERTIES, L.L.C.
By: /s/ Patrick J. Foye
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Executive Vice President
AIMCO/IPT, INC.
By: /s/ Patrick J. Foye
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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
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