<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
(FINAL AMENDMENT)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 13)
Multi-Benefit Realty Fund '87-1
-------------------------------
(Name of Subject Company (Issuer))
AIMCO Properties, L.P. -- Offeror
---------------------------------
(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
Class A Limited Partnership Units
---------------------------------
(Title of Class Securities)
None
----
(CUSIP Number of Class 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 numbers of person
authorized to receive notices and communications on
behalf of filing persons)
Copy To:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
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Calculation of Filing Fee
<TABLE>
<CAPTION>
Transaction valuation* Amount of filing fee
---------------------- --------------------
<S> <C>
$2,156,577 $431.32
</TABLE>
* For purposes of calculating the fee only. This amount assumes the
purchase of 34,783.50 units of limited partnership interest of the
subject partnership for $62 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.
[X] Check the 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: $431.32 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO Schedule To Date Filed: August 8, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[ ] going-private transaction subject to Rule 13e-3
[X] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
2
<PAGE> 3
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
29,312 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
29,312 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,312 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 30.44%
14. TYPE OF REPORTING PERSON
PN
3
<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
29,312 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
29,312 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,312 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 30.44%
14. TYPE OF REPORTING PERSON
CO
4
<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
66,118.5 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
66,118.5 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,118.5 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 51.33%
14. TYPE OF REPORTING PERSON
CO
5
<PAGE> 6
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
INSIGNIA PROPERTIES, L.P.
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
28,883 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
28,883 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,883 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 30.00%
14. TYPE OF REPORTING PERSON
PN
6
<PAGE> 7
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO/IPT, 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
28,883 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
28,883 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,883 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 30.00%
14. TYPE OF REPORTING PERSON
CO
7
<PAGE> 8
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
COOPER RIVER PROPERTIES, L.L.C.
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
5,183 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
5,183 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,183 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.38%
14. TYPE OF REPORTING PERSON
OO
8
<PAGE> 9
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
MADISON RIVER PROPERTIES, L.L.C.
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
21,457 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
21,457 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,457 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 22.28%
14. TYPE OF REPORTING PERSON
OO
9
<PAGE> 10
AMENDMENT NO. 3 TO TENDER OFFER STATEMENT/
AMENDMENT NO. 13 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No. 3 to the
Tender Offer Statement on Schedule TO of AIMCO Properties, L.P. (the "AIMCO
OP"), relating to an offer to purchase units of limited partnership interest
("Units") of Multi-Benefit Realty Fund '87-1 (the "Partnership"); and (b)
Amendment No. 13 to the Schedule 13D (the "Schedule 13D") originally filed with
the Securities and Exchange Commission (the "Commission") on March 11, 1998, by
Madison River Properties, L.L.C. ("Madison River"), Insignia Properties, L.P.
("IPLP"), Insignia Properties Trust ("IPT"), Insignia Financial Group, Inc.
("Insignia") and Andrew L. Farkas, as amended by (i) Amendment No. 1, filed with
the Commission on September 23, 1998, by Madison River, IPLP, IPT, Insignia and
Andrew L. Farkas, (ii) Amendment No. 2, filed with the Commission on October 26
1998, by Madison River, IPLP, IPT, AIMCO OP, AIMCO-GP, Inc. ("AIMCO-GP") and
Apartment Investment and Management Company ("AIMCO"), (iii) Amendment No. 3,
filed with the Commission on January 22, 1999, by Cooper River, Madison River,
IPLP, IPT, AIMCO OP, AIMCO-GP and AIMCO, (iv) Amendment No. 4, filed with the
Commission on May 27, 1999, by Cooper River, Madison River, AIMCO/IPT, Inc.
("AIMCO/IPT"), IPLP, AIMCO OP, AIMCO-GP and AIMCO, (v) Amendment No. 5, filed
with the Commission on July 1, 1999, by Cooper River, Madison River, AIMCO/PT,
IPLP, AIMCO, AIMCO-GP and AIMCO, (vi) Amendment No. 6, filed with the Commission
on August 6, 1999, by Cooper River, Madison River, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP, and AIMCO, (vii) Amendment No. 7, filed with the Commission on
November 17, 1999, by Cooper River, Madison River, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO, (viii) Amendment No. 8, dated December 16, 1999, by Cooper
River, Madison River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (ix)
Amendment No. 9, dated January, 2000, by Cooper River, Madison River, AIMCO/IPT,
IPLP, AIMCO OP, AIMCO-GP, (x) Amendment No. 10, dated August 7, 2000, by Cooper
River, Madison River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xi)
Amendment No. 11, dated September 6, 2000, by Cooper River, Madison River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO and (XII) Amendment No. 12, dated
September 21, 2000, by Cooper River, Madison River, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO.
----------
Item 8. Interest in Securities of the Subject Company
At 5:00 p.m., New York time, on Thursday September 28, 2000, the offer
expired pursuant to its terms. A total of 877 Units, representing approximately
0.9% of the outstanding Units, were validly tendered and not withdrawn pursuant
to the offer. AIMCO OP has accepted for payment all of those Units for $62 per
Unit.
10
<PAGE> 11
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.
Date: October 18, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
-----------------------------
Executive Vice President
COOPER RIVER PROPERTIES, L.L.C.
By: /s/ Patrick J. Foye
-----------------------------
Executive Vice President
AIMCO/IPT, INC.
By: /s/ Patrick J. Foye
-----------------------------
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, 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
11
