<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 29549
----------------------
AMENDMENT NO. 2
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
VMS NATIONAL PROPERTIES JOINT VENTURE
(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)
----------------------
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CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* $22,542 Amount of Filing Fee: $4.51
- --------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the
purchase of 275.06 units of limited partnership interest of VMS
National Residential Portfolio I for $41 per unit and 114.94 units of
limited partnership interest of VMS National Residential Portfolio II
for $98 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: $4.51 Filing Parties: AIMCO Properties, L.P.
Form or Registration No.: Schedule 14D Date Filed: July 8, 1999
(Continued on following pages)
Page 1 of 9
<PAGE> 3
CUSIP No. NONE 14D-1/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
18.25 (Portfolio I)
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
2.9%
10. TYPE OF REPORTING PERSON
PN
Page 2 of 9
<PAGE> 4
CUSIP No. NONE 14D-1/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
18.25 (Portfolio I)
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
2.9%
10. TYPE OF REPORTING PERSON
CO
Page 3 of 9
<PAGE> 5
CUSIP No. NONE 14D-1/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
18.25 (Portfolio I)
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
2.9%
10. TYPE OF REPORTING PERSON
CO
Page 4 of 9
<PAGE> 6
CUSIP No. NONE 14D-1/A
11. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AIMCO PROPERTIES, L.P.
84-1275621
12. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
13. SEC USE ONLY
14. SOURCE OF FUNDS
WC, BK
15. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [ ]
16. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
17. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18.16 (Portfolio II)
18. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
19. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
7.1%
20. TYPE OF REPORTING PERSON
PN
Page 5 of 9
<PAGE> 7
CUSIP No. NONE 14D-1/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
18.16 (Portfolio II)
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
7.1%
10. TYPE OF REPORTING PERSON
CO
Page 6 of 9
<PAGE> 8
CUSIP No. NONE 14D-1/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
18.16 (Portfolio II)
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
7.1%
10. TYPE OF REPORTING PERSON
CO
Page 7 of 9
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AMENDMENT NO. 2 TO SCHEDULE 14D-1
This Statement (the "Statement") constitutes Amendment No. 2 and the
Final Amendment to the initial Schedule 14D-1 of AIMCO Properties, L.P. (the
"AIMCO OP"), relating to AIMCO OP's offer to purchase units of limited
partnership interest of VMS National Residential Portfolio I ("Portfolio I") and
of VMS National Residential Portfolio II ("Portfolio II"), participants in VMS
National Properties Joint Venture (the "Joint Venture"), originally filed with
the Securities and Exchange Commission on June 16, 1999, by AIMCO OP, AIMCO-GP,
Inc. and Apartment Investment and Management Company. 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 Friday, July 30, 1999, the
offers expired pursuant to their terms. A total of 18.25 Units, representing
approximately 2.9% of the outstanding Units of Portfolio I, were validly
tendered and not withdrawn pursuant to the offer. AIMCO OP has accepted for
payment all of those Units at $41 per Unit. A total of 18.16 Units, representing
approximately 7.1% of the outstanding Units of Portfolio II, were validly
tendered and not withdrawn pursuant to the offer.
AIMCO OP has accepted for payment all of those Units at $98 per Unit.
Page 8 of 9
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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: August 6, 1999
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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