UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCULDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
U.S. Realty Partners Limited Partnership
--------------------------------------------
(Name of Issuer)
Depositary Unit Certificates
-----------------------------------
(Title of Class of Securities)
None
----------------------------
(CUSIP Number)
Patrick J. Foye
Apartment Investment and Management Company
1873 South Bellaire, 17th Floor
Denver, Colorado 80222
--------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 3, 1999
-------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits, should be filed with
the Commission. See Rule 13d-7(d) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. NONE
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apartment Investment and Management Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF 7 SOLE VOTING POWER
243,831
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
243,831
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
243,831
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.95%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
This Amendment No. 1 to Statement on Schedule 13D relates to depositary
unit certificates, representing assignments of limited partnership interest
("Units") in U.S. Realty Partners Limited Partnership, a South Carolina limited
partnership (the "Partnership"), whose principal executive offices are located
at 55 Beattie Place, Greenville, South Carolina 29602. Capitalized terms used in
this Amendment No. 1 and not defined herein shall have the meanings set forth in
the 13D filed by Insignia Properties Trust ("IPT") and Apartment Investment and
Management Company ("AIMCO") with the Securities and Exchange Commission.
ITEM 2. IDENTITY AND BACKGROUND.
The information set forth under Item 2 is amended to delete the information
relating to IPT. Effective February 26, 1999, IPT was merged with and into
AIMCO, with AIMCO being the surviving entity.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following information is hereby added to the information in response to
Item 5:
(a)-(b) AIMCO directly owns 243,831 Units representing approximately 19.95%
of the outstanding Units based on the 1,222,000 Units outstanding at March 1,
1999.
(c) Pursuant to privately negotiated transactions, AIMCO acquired from
unaffiliated third parties (i) on March 3, 1999 134,293 Units at a purchase
price of $5.50 per Unit and (ii) on March 16, 1999, 17,224 Units at a purchase
price of $5.75 per Unit.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth in Item 6 is amended to read in its entirety
as follows:
On February 26, 1999, IPT merged with and into AIMCO with AIMCO being
the surviving entity. As a result, AIMCO became the direct owner of the 92,314
Units then held by IPT and obtained sole voting power with respect to such
Units.
<PAGE>
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: March 16, 1999
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /S/ PATRICK J. FOYE
------------------------
Patrick J. Foye
Executive Vice President
