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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
---------------------------------------------
(Name of Issuer)
BENEFICIAL ASSIGNEE INTERESTS*
-----------------------------
(Title of Class of Securities)
69181P100
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(CUSIP Number)
PATRICK J. FOYE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
COLORADO CENTER, TOWER TWO
2000 SOUTH COLORADO BOULEVARD
DENVER, COLORADO 80222
(303) 757-8101
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
September 20, 2000
------------------
(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 that is subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-(f) or 13d-(g), check the following
box. [ ]
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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* Includes associated Rights under the Oxford Tax Exempt Fund II Limited
Partnership BAC Holder Rights Agreement, dated as of May 30, 1995.
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CUSIP No. 69181P100 13D
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
8. SHARED VOTING POWER
684,705
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
684,705
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
684,705
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.53%
14. TYPE OF REPORTING PERSON
PN
2
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CUSIP No. 69181P100 13D
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
8. SHARED VOTING POWER
684,705
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
684,705
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
684,705
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.53%
14. TYPE OF REPORTING PERSON
CO
3
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CUSIP No. 69181P100 13D
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
8. SHARED VOTING POWER
684,705
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
684,705
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
684,705
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.53%
14. TYPE OF REPORTING PERSON
CO
4
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SCHEDULE 13D
This Statement (the "Statement") constitutes the Schedule 13D
(the "Schedule 13D") of 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 Beneficial Assignee Interests
("BACs") of Oxford Tax Exempt Fund II Limited Partnership, a Maryland limited
partnership ("OTEF"). The address of the OTEF's principal executive offices is
Colorado Center, Tower Two, 2000 South Colorado Boulevard, 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, 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 whose biographies are set
forth 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.
The Reporting Persons used working capital and the following
loan proceeds to finance the transactions described in Item (4) below.
AIMCO OP borrowed $279 million, to pay the cash portion of the purchase
price from Bank of America, N.A., Lehman Commercial Paper Inc. and several other
lenders, pursuant to a secured term loan with a total availability of $302
million. The borrowers under the term loan are AIMCO Properties, L.P., NHP
Management Company and AIMCO/Bethesda Holdings, Inc., and all obligations
thereunder are guaranteed by AIMCO and certain of its subsidiaries. The annual
interest rate under the term loan is based on either LIBOR or a base rate which
is the higher of Bank of America's reference rate or 0.5% over the federal funds
rate, plus, in either case, an applicable margin. The margin ranges between 4.0%
and 5.0% in the case of LIBOR-based loans and between 1.0% and 2.0% in the case
of base rate loans, based upon the number of months the loan is outstanding. The
term loan expires on July 31, 2002. In addition, the term loan limits AIMCO from
distributing more than 80% of its Funds From Operations (as defined) (or such
amounts as may be necessary for AIMCO to maintain its status as a REIT), imposes
minimum net worth
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requirements and provides financial covenants related to certain of AIMCO's
assets and obligations. NHP Management Company and AIMCO/Bethesda Holdings, Inc.
are subsidiaries of AIMCO.
In connection with obtaining the term loan, the existing
secured revolving credit facility was modified. The $400 million revolving
credit facility is with Bank of America and several other lenders, and AIMCO
Properties, L.P., NHP Management Company and AIMCO/Bethesda Holdings, Inc. as
borrowers, with all obligations thereunder guaranteed by AIMCO and certain of
its subsidiaries. The annual interest rate under the credit facility is based on
either LIBOR or a base rate which is the higher of Bank of America's reference
rate or 0.5% over the federal funds rate, plus, in either case, an applicable
margin. The margin ranges between 2.05% and 2.55% in the case of LIBOR-based
loans and between 0.55% and 1.05% in the case of base rate loans, based upon a
fixed charge coverage ratio. The credit facility expires on July 31, 2002,
unless extended at the discretion of the borrowers, at which time the revolving
facility would be converted into a term loan for up to two successive one-year
periods. In addition, the credit facility limits AIMCO from distributing more
than 80% of its Funds From Operations (as defined) (or such amounts as may be
necessary for AIMCO to maintain its status as a REIT), imposes minimum net worth
requirements and provides financial covenants related to certain of AIMCO's
assets and obligations.
(4) PURPOSE OF TRANSACTION.
AIMCO is a real estate investment trust that owns and manages
multifamily apartment properties throughout the United States. AIMCO OP is the
operating partnership of AIMCO. AIMCO's Class A Common Stock is listed and
traded on the New York Stock Exchange under the symbol "AIV." Based on apartment
unit data compiled as of January 1, 1999, by the National Multi Housing Council,
AIMCO believes that it is the largest owner and manager of multi-family
apartment properties in the United States. As of June 30, 2000, AIMCO:
- owned or controlled 135,261 units in 483 apartment properties;
- held an equity interest in 100,441 units in 614 apartment properties;
and
- managed 108,176 units in 705 apartment properties for third party
owners and affiliates.
On June 28, 2000, AIMCO, AIMCO OP and the principals of
Oxford Realty Financial Group, Inc. entered into a definitive acquisition
agreement pursuant to which, on September 20, 2000, AIMCO OP acquired all of the
stock and other interests held by officers and directors in the entities which
own and control the Oxford properties, for $328 million. In addition, as part of
such acquisition, AIMCO OP acquired:
o the entity which owns the managing general partner of OTEF and
approximately 40% of the non-managing general partner of OTEF; and
o options to purchase, from the principals of ORFG, 32,580 BACs and
existing employee options that had been held by the principals of ORFG
to purchase from OTEF 652,125 BACs.
The options for 32,580 BACs were granted by the sellers in the
acquisition and, in general, are exercisable at the price offered in any
acquisition transaction (as discussed below) or at a price equal to 90% of the
fully diluted book value per BAC as reported by OTEF for the last calendar
quarter prior to the exercise of the option, subject in both cases to possible
upward adjustments if certain events occur after the exercise of the option, but
in no case will the exercise price be less than the price the seller paid for
the BACs. The 652,125 options granted by OTEF under its option plan are
exercisable at $23.88 per
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BAC and were purchased for $8.00, subject to possible upward adjustment if
certain events occur in the future.
In addition, on September 20, 2000, AIMCO's executive officers
became executive officers and three of the five directors of OTEF's managing
general partner, Oxford Tax Exempt Fund II Corporation, and thereby control the
management of OTEF. Effective as of the closing of the acquisition agreement,
the board of directors and executive officers of Oxford Tax Exempt Fund II
Corporation are those set forth on Annex I hereto.
The Oxford properties are 167 apartment communities including
36,949 units, located in 18 states. The properties are owned by 166 separate
partnerships, subject to mortgage loans totaling $1.4 billion (Oxford's pro rata
share of the indebtedness is $555 million). AIMCO, through an affiliate,
previously managed 165 of the 167 Oxford properties pursuant to long-term
contracts and was previously a stockholder in certain of the Oxford entities.
AIMCO OP paid $266 million in cash and $62 million in its
partnership common units, valued at $45 per unit. In addition, approximately $19
million of transaction costs have been and will be incurred.
Although the Reporting Persons have no present intention to do
so, they may acquire additional BACs or rights thereto or sell BACs or rights
thereto. 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 options for the BACs, and may be for cash,
limited partnership interests in AIMCO OP, stock of AIMCO or other
consideration. The Reporting Persons also may consider selling some or all of
the BACs or rights thereto they may acquire to persons not yet determined, which
may include their affiliates. The Reporting Persons may also buy OTEF's assets,
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
OTEF to initiate or complete, any subsequent transaction during any specific
time period or at all.
AIMCO has agreed with the sellers of the assets in the Oxford
acquisition that if AIMCO enters into an acquisition transaction involving OTEF
before September 20, 2003, AIMCO will pay consideration in such acquisition
transaction of no less than 90% of the fully diluted book value per BAC as
reported by OTEF for the calendar quarter immediately preceding the date of the
acquisition transaction. An acquisition transaction includes, but is not limited
to, a merger, reorganization or other business combinations, tenders and
exchange offers, purchases and the liquidation of OTEF.
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 OTEF; a purchase or sale
or transfer of a material amount of OTEF's assets; any further changes in OTEF's
managing general partner any changes in OTEF's present capitalization or
indebtedness policy; or any other material changes in OTEF's structure or
business.
The Reporting Persons have no current plans to change OTEF's
current distribution policy. The Reporting Persons have been advised that the
possible future transactions the managing general partner of OTEF expects to
consider on behalf of OTEF include: (i) refinancing, reducing or increasing
existing indebtedness of OTEF; (ii) sales of assets, individually or as part of
a complete liquidation; and (iii) mergers or other consolidation transactions
involving OTEF. Any such merger or consolidation transaction could involve other
limited partnerships in which such managing general partner or its affiliates
serve as general partners, or a combination of OTEF with one or more existing,
publicly traded
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entities (including, possibly, affiliates of the Reporting Persons), in any of
which holders of BACs might receive cash, partnership interests, 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 OTEF and financial benefits accrue to the limited
partners or BAC holders of OTEF, the Reporting Persons will participate in those
benefits to the extent of their ownership of BACs. The Reporting Persons'
primary objective in acquiring interests in BACs is to generate a profit on the
investment represented by those BACs.
The Reporting Persons or their affiliates may loan funds to
OTEF which may be secured by OTEF's assets. 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 security interest. However, the Reporting
Persons expect that, consistent with fiduciary obligations of the managing
general partner of OTEF, the general partner will seek and review opportunities
(including opportunities identified by the Reporting Persons) to engage in
transactions which could benefit OTEF, such as sales of assets or a combination
of OTEF with one or more other entities.
(5) INTEREST IN SECURITIES OF THE ISSUER.
AIMCO OP holds options for 684,705 BACs, representing 8.53% of
the outstanding BACs, based on the 7,343,800 BACs outstanding at June 30, 2000.
AIMCO-GP and AIMCO may be deemed to beneficially own the BACs
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 will share the power to vote or direct the power to vote and
the power to dispose or direct the disposition of the 684,705 BACs which it may
acquire upon exercise of options for 684,705 BACs; (ii) AIMCO-GP is reporting
that it will share the power to vote or direct the disposition of the 684,705
BACs which AIMCO OP may acquire upon exercise of such options; and (iii) AIMCO
is reporting that it will share the power to vote or direct the vote and the
power to dispose or direct the disposition of the 684,705 BACs which AIMCO OP
may acquire upon exercise of such options.
For any BACs acquired, AIMCO OP will acquire the associated
Rights under the OTEF BAC Holder Rights Agreement, dated as of May 30, 1995.
Patrick J. Foye, Executive Vice President of AIMCO, owns 800
BACs (less than 0.01% of the outstanding BACs).
(6) CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Not applicable.
(7) MATERIAL TO BE FILED AS EXHIBITS.
(a) Acquisition Agreement, dated as of June 28, 2000, by and
among Apartment Investment and Management Company, AIMCO
Properties, L.P., NHP Management Company and AIMCO/NHP
Properties, Inc., as Buyers, and Leo E. Zickler, Francis P.
Lavin, Robert B. Downing, Mark E. Schifrin, Marc B. Abrams,
and Richard R. Singleton, as Sellers. (Exhibit 2.1 to
AIMCO's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000, is incorporated herein by this reference.)
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(b) ILPI and BAC Agreement, dated as of September 20, 2000, by
and among Apartment Investment and Management Company, AIMCO
Properties, L.P. and AIMCO/NHP Properties, Inc., as Buyers,
and Leo E. Zickler, Francis P. Lavin, Robert B. Downing,
Mark E. Schifrin, Marc B. Abrams, and Richard R. Singleton,
as Sellers.
(c) Option Sale Agreement, dated as of September 20, 2000, by
and among Apartment Investment and Management Company, AIMCO
Properties, L.P., NHP Management Company and AIMCO/NHP
Properties, Inc., as Buyers, and Leo E. Zickler, Francis P.
Lavin, Robert B. Downing, Mark E. Schifrin, Marc B. Abrams,
and Richard R. Singleton, as Sellers.
(d) Interim Credit Agreement, dated as of September 20, 2000,
among AIMCO Properties, L.P., NHP Management Company,
AIMCO/Bethesda Holdings, Inc. Bank of America N.A., Lehman
Commercial Paper Inc. and several other lenders.
(e) Second Amended and Restated Credit Agreement, dated as of
September 20, 2000, among AIMCO Properties, L.P., NHP
Management Company, AIMCO/Bethesda Holdings, Inc. Bank of
America N.A. and several other lenders.
(f) Intercreditor and Subordination Agreement*, dated as of
September 20, 2000, among AIMCO Properties, L.P., NHP
Management Company, AIMCO/Bethesda Holdings, Inc. Bank of
America N.A. and several other lenders.
(g) Agreement of Joint Filing, dated September 20, 2000, among
AIMCO OP, AIMCO-GP and AIMCO.
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* Schedules and supplemental materials to the exhibits have been omitted, but
will be provided to the Securities and Exchange Commission upon request.
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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: October 2, 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
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ANNEX I
OFFICERS AND DIRECTORS
The names and positions of the executive officers of Apartment
Investment and Management Company, AIMCO-GP, Inc and Oxford Tax Exempt Fund II
Corporation, the managing general partner of OTEF are set forth below. The
directors of AIMCO are also set forth below. The two directors of AIMCO-GP are
Terry Considine and Peter Kompaniez. The directors of Oxford Tax Exempt Fund II
Corporation are Terry Considine, Peter Kompaniez, Patrick J. Foye, Stephen P.
Gavula, Jr. (a director since May 1997) and Scot B. Barker (a director since May
1997). 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 Operating 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
James N. Bailey................................ Director
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 AIMCO since July 1994.
Mr. Considine serves as Chairman of the Board of Directors
of American Land Lease, Inc. (formerly Asset Investors
Corporation and Commercial Assets, Inc.), a other public
real estate investment trusts. Mr. Considine has been and
remains involved as a principal in a variety of other business
activities.
</TABLE>
A-1
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<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Peter K. Kompaniez............................. Mr. Kompaniez has been Vice Chairman of the Board of
Directors of AIMCO 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 AIMCO 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 AIMCO) and 3.1 million
square feet of commercial real estate.
Thomas W. Toomey............................... Mr. Toomey served as Senior Vice President -- Finance and
Administration of AIMCO 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
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 AIMCO 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 AIMCO 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.
</TABLE>
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<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Joel F. Bonder................................. Mr. Bonder was appointed Executive Vice President,
General Counsel and Secretary of AIMCO effective December
1997. Prior to joining AIMCO, 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
AIMCO in May 1998. He is responsible for acquisitions of
partnership securities, consolidation of minority interests,
and corporate and other acquisitions. Prior to joining
AIMCO, 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.
Lance J. Graber................................ Mr. Graber was appointed Executive Vice President --
Acquisitions of AIMCO in October 1999. His principal
business function is acquisitions. Prior to joining AIMCO,
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.
</TABLE>
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<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Steven D. Ira.................................. Mr. Ira is a Co-Founder of AIMCO and has served as
Executive Vice President -- Property Operations of AIMCO
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
AIMCO since February 1999 and was appointed Chief
Financial Officer in October 1999. Prior to joining AIMCO,
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.
</TABLE>
A-4
<PAGE> 15
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
James N. Bailey................................ Mr. Bailey was appointed a Director of AIMCO in 1999. In
1973, Mr. Bailey co-founded Cambridge Associates, Inc., which
is an investment consulting firm for nonprofit institutions
and wealthy family groups. He is also co-founder, treasurer
and director of The Plymouth Rock Company, Direct
Response Corporation and Homeowners's Direct Corporation,
all United States personal lines insurance company. He
received his MBA and JD degrees in 1973 from Harvard
Business School and Harvard Law School.
Richard S. Ellwood............................. Mr. Ellwood was appointed a director of AIMCO in July
12 Auldwood Lane 1994. Mr. Ellwood is currently Chairman of the Audit
Rumson, NJ 07660 Committee and a member of 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 AIMCO in July
199 Broadway 1994 and became Chairman of the Compensation Commit
Suite 4300 tee on March 19, 1998. Mr. Martin is a member of the
Denver, CO 80202 Audit Committee. Mr. Martin has served 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.
</TABLE>
A-5
<PAGE> 16
<TABLE>
<S> <C>
Thomas L. Rhodes......................... Mr. Rhodes was appointed a Director of AIMCO in July
215 Lexington Avenue 1994 and is currently a member of the Audit and Compensation
4th Floor Committees. Mr. Rhodes has served as the President
New York, NY 10016 and Director of National Review 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 Vice Chairman of the Board of Director of
American Land Lease, Inc. 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>
II-1
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
(a) Acquisition Agreement, dated as of June 28, 2000, by
and among Apartment Investment and Management
Company, AIMCO Properties, L.P., NHP Management
Company and AIMCO/NHP Properties, Inc., as Buyers,
and Leo E. Zickler, Francis P. Lavin, Robert B.
Downing, Mark E. Schifrin, Marc B. Abrams, and
Richard R. Singleton, as Sellers. (Exhibit 2.1 to
AIMCO's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000, is incorporated herein by this
reference.)
(b) ILPI and BAC Agreement, dated as of September 20,
2000, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P. and
AIMCO/NHP Properties, Inc., as Buyers, and Leo E.
Zickler, Francis P. Lavin, Robert B. Downing, Mark E.
Schifrin, Marc B. Abrams, and Richard R. Singleton,
as Sellers.
(c) Option Sale Agreement, dated as of September 20,
2000, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P., NHP
Management Company and AIMCO/NHP Properties, Inc., as
Buyers, and Leo E. Zickler, Francis P. Lavin, Robert
B. Downing, Mark E. Schifrin, Marc B. Abrams, and
Richard R. Singleton, as Sellers.
(d) Interim Credit Agreement, dated as of September 20,
2000, among AIMCO Properties, L.P., NHP Management
Company, AIMCO/Bethesda Holdings, Inc., Bank of
America N.A., Lehman Commercial Paper Inc. and
several other lenders.
(e) Second Amended and Restated Credit Agreement, dated
as of September 20, 2000, among AIMCO Properties,
L.P., NHP Management Company, AIMCO/Bethesda
Holdings, Inc., Bank of America N.A. and several
other lenders.
(f) Intercreditor and Subordination Agreement*, dated as
of September 20, 2000, among AIMCO Properties, L.P.,
NHP Management Company, AIMCO/Bethesda Holdings,
Inc., Bank of America N.A. and several other lenders.
(g) Agreement of Joint Filing, dated September 20, 2000,
among AIMCO OP, AIMCO-GP and AIMCO.
</TABLE>
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* Schedules and supplemental materials to the exhibits have been omitted, but
will be provided to the Securities and Exchange Commission upon request.
