<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SECURED INCOME L.P.
-------------------
(Name of Issuer)
UNITS OF LIMITED PARTNERSHIP INTEREST
-------------------------------------
(Title of Class of Securities)
813901105
---------
(CUSIP Number)
PATRICK J. FOYE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
COLORADO CENTER, TOWER TWO
2000 SOUTH COLORADO BOULEVARD
DENVER, COLORADO 80222
(303) 757-8101
--------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
September 29, 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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<PAGE> 2
CUSIP No. 813901105 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
154,106
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
154,106
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
154,106
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
14. TYPE OF REPORTING PERSON
CO
2
<PAGE> 3
CUSIP No. 813901105 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
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
154,106
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
154,106
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
14. TYPE OF REPORTING PERSON
PN
3
<PAGE> 4
CUSIP No. 813901105 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
154,106
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
154,106
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
154,106
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
14. TYPE OF REPORTING PERSON
CO
4
<PAGE> 5
SCHEDULE 13D
This Statement (the "Statement") constitutes the Schedule 13D
(the "Schedule 13D") of Apartment Investment and Management Company ("AIMCO"),
AIMCO Properties, L.P. ("AIMCO OP") and AIMCO-GP, Inc. ("AIMCO-GP"). AIMCO,
AIMCO OP and AIMCO-GP 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 the Units of Limited Partnership
Interest (the "Units") of Secured Income L.P., a Delaware limited partnership
(the "Partnership"). The address of the Partnership's principal executive
offices is c/o Wilder Richman Resources Corporation, 599 W. Putnam Avenue,
Greenwich, Connecticut 06083.
(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 is a Maryland corporation. AIMCO-OP is
a Delaware limited partnership. AIMCO-GP is a Delaware corporation. The
executive officers and directors of the Reporting Persons who are corporate
entities are listed on Annex I to this 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.
AIMCO OP used working capital to finance the transactions
described in Item (4) below.
(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 for 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;
5
<PAGE> 6
- 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.
The general partners of the Partnership are:
o Wilder Richman Corporation, a Delaware
corporation (the "WRC General Partner");
o Real Estate Equity Partners L.P., a Delaware
limited partnership and an affiliate of the
Reporting Persons (the "AIMCO General
Partner"); and
o WRC-87A Corporation, a Delaware corporation
(the "A/WRC General Partner"), one half
owned by Real Estate Equity Partners Inc.,
the corporate general partner of the AIMCO
General Partner, and one-half owned by the
shareholders of the WRC General Partner.
AIMCO Real Estate Equity Partners Inc. owns a 1% general
partner interest in the AIMCO General Partner and is owned by AIMCO/NHP
Properties, Inc. AIMCO OP owns 99% of AIMCO/NHP Properties, Inc. through
non-voting preferred stock, Tebet, L.L.C. owns 0.5% of AIMCO/NHP Properties, Inc
through voting common stock and Peter Kompaniez owns 0.5% of AIMCO/NHP
Properties, Inc through voting common stock. Mr. Considine is the managing
member of Tebet, L.L.C., is Chairman of the Board of Directors and Chief
Executive Officer of AIMCO and Real Estate Equity Partners, Inc. and is
President and Director of the A/WR General Partner. Mr. Kompaniez is Vice
Chairman of the Board of Directors and President of AIMCO and is Vice Chairman
of the Board of Directors and President of the AIMCO General Partner.
On September 29, 2000, AIMCO OP purchased, in a private
transaction, 154,106 Units for $13.25 per Unit. AIMCO OP acquired the Units for
investment.
Although the Reporting Persons have no present intention to do
so, they may acquire additional Units or sell Units. 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 Units,
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 Units they may acquire to persons not yet determined, which may
include their affiliates. The Reporting Persons may also buy the Partnership'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 the Partnership to initiate or complete, any subsequent transaction
during any specific time period or at all.
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 the Partnership; a
purchase or sale or transfer of a material amount of the Partnership's assets;
any changes in the Partnership's general partners they have an interest in; any
changes in the Partnership's present capitalization, indebtedness or
distribution policy; or any other material changes in Partnership's structure or
business.
6
<PAGE> 7
(5) INTEREST IN SECURITIES OF THE ISSUER.
AIMCO owns 154,106 Units, representing a 15.6% of the
outstanding Units, based on the 984,369 Units outstanding at June 30, 2000.
AIMCO-GP and AIMCO may be deemed to beneficially own the Units
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 154,106 Units it directly
owns; (ii) AIMCO-GP is reporting that it will share the power to vote or direct
the disposition of the 154,106 Units which AIMCO OP directly owns; 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 154,106 Units which AIMCO
OP directly owns.
(6) CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Not applicable.
(7) MATERIAL TO BE FILED AS EXHIBITS.
(a) Agreement of Joint Filing, dated September 29, 2000,
among AIMCO, AIMCO OP.
7
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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: September 29, 2000
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
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
<PAGE> 9
ANNEX I
OFFICERS AND DIRECTORS
The names and positions of the executive officers of Apartment
Investment and Management Company and AIMCO-GP, Inc., 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. 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 Corpo-
ration and Commercial Assets, Inc.), a other public real estate
investment trust. Mr. Considine has been and remains
involved as a principal in a variety of other business
activities.
</TABLE>
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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 partner
ship 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>
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<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
Cambridge Associates, Inc. 1973, Mr. Bailey co-founded Cambridge Associates, Inc.,
1 Winthrop Square, Suite 500 which is an investment consulting firm for nonprofit
Boston, MA 02110 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 1994
199 Broadway and became Chairman of the Compensation Committee on
Suite 4300 March 19, 1998. Mr. Martin is a member of the Audit
Denver, CO 80202 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 engineer ing industries, and Crown
Castle International Corporation, a communications company.
</TABLE>
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<TABLE>
<S> <C>
Thomas L. Rhodes......................... Mr. Rhodes was appointed a Director of AIMCO in July 1994
215 Lexington Avenue and is currently a member of the Audit and Compensation
4th Floor Committees. Mr. Rhodes has served as the President and
New York, NY 10016 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 Directors 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> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
(a) Agreement of Joint Filing, dated September 29, 2000, among
AIMCO, AIMCO OP and AIMCO-GP.
</TABLE>
