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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No.1)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
(Name of Subject Company)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
(Name of Persons Filing Statement)
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 Notice
and Communications on Behalf of the Person(s) Filing Statement)
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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ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement relates to units of limited partnership
interest of Riverside Park Associates Limited Partnership, a Delaware
limited partnership (the "Partnership"), with its business address
located at 1873 South Bellaire Street, 17th Floor, Denver, Colorado
80222.
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to a tender offer for units of the
Partnership by MP Income Fund 15, LLC; MP Income Fund 12, LLC;
Accelerated High Yield Institutional Investors, Ltd.; Accelerated High
Yield Institutional Fund, Ltd.; Moraga Fund I, L.P.; and Moraga Gold,
LLC (the "Bidders"), with their business addresses located at 1640
School Street, Moraga, California 94556.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and business address of the Partnership, which is the
person filing this Statement, are set forth in Item 1 above.
(b) Not applicable.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a), (b) The information in the Offer to Purchase of AIMCO Properties,
L.P. (the "Offer to Purchase") and the Supplement to the Offer to
Purchase, dated June 29, 1999, copies of which are included as Exhibits
(a)(2) and (a)(4) hereto, respectively, under "The Offer -- Section 10.
Position of the General Partner of Your Partnership With Respect to the
Offer" is incorporated herein by reference. The information in the
Supplement to the Offer to Purchase, dated July 7, 1999, a copy of
which is included as Exhibit (a)(5) hereto, is also incorporated herein
by reference.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
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ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) The information set forth in the Offer to Purchase under "The
Offer -- Section 13. Certain Information Concerning Your
Partnership-- Beneficial Ownership of Interests in Your
Partnership" is incorporated herein by reference.
(b) AIMCO Properties, L.P., an affiliate of the Partnership, is
making a tender offer for units in the Partnership. The
information in the Offer to Purchase and Supplements, dated
June 29 and July 27, 1999 (collectively the "Supplements'), is
incorporated herein by reference.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) - (b) The information in the Supplements is hereby incorporated
herein by reference.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Offer to Purchase and the Supplements are incorporated
herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated July 14, 1999.
(a)(2) Offer to Purchase, dated May 13, 1999 (Exhibit (a)(1) to the
Schedule 14D-1 of AIMCO Properties, L.P., dated May 13, 1999,
is incorporated herein by reference).
(a)(3) Letter of Transmittal, dated June 29, 1999 (Exhibit (a)(2) to
Amendment No. 1 to the Schedule 14D-1 of AIMCO Properties,
L.P., dated June 29, 1999 is incorporated herein by
reference).
(a)(4) Supplement to Offer to Purchase, dated June 29, 1999 (Exhibit
(a)(4) to Amendment No. 1 to the Schedule 14D-1 of AIMCO
Properties, L.P., dated June 29, 1999 is incorporated herein
by reference).
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(a)(5) Supplement to Offer to Purchase, dated July 7, 1999 (Exhibit
(a)(5) to Amendment No. 2 to the Schedule 14D-1 of AIMCO
Properties, L.P., dated July 7, 1999 is incorporated herein by
reference).
(b) Not Applicable.
(c) Not Applicable.
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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: July 14, 1999
RIVERSIDE PARK ASSOCIATES
LIMITED PARTNERSHIP
a Delaware limited partnership
By: WINTHROP FINANCIAL
ASSOCIATES LIMITED PARTNERSHIP
its General Partner
By: IPT I, LLC
its Associate General Partner
By: /s/ Patrick J. Foye
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Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
(a)(1) Letter to Limited Partners, dated July 14, 1999.
(a)(2) Offer to Purchase, dated May 13, 1999 (Exhibit (a)(1) to the
Schedule 14D-1 of AIMCO Properties, L.P., dated May 13, 1999, is
incorporated herein by reference).
(a)(3) Letter of Transmittal, dated June 29, 1999 (Exhibit (a)(2) to
Amendment No. 1 to the Schedule 14D-1 of AIMCO Properties, L.P.,
dated June 29, 1999 is incorporated by reference).
(a)(4) Supplement to Offer to Purchase, dated June 29, 1999 (Exhibit
(a)(4) to Amendment No. 1 to the Schedule 14D-1 of AIMCO
Properties, L.P., dated June 29, 1999 is incorporated by
reference).
(a)(5) Supplement to Offer to Purchase, dated July 7, 1999 (Exhibit
(a)(5) to Amendment No. 2 to the Schedule 14D-1 of AIMCO
Properties, L.P., dated July 7, 1999 is incorporated herein by
reference).
(b) Not Applicable.
(c) Not Applicable.
</TABLE>
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Exhibit (a)(1)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
55 Beattie Place, P.O. Box 2347
Greenville, South Carolina 29602
July 14, 1999
Dear Limited Partner:
We understand that you will receive from MP Income Fund 15, LLC; MP
Income Fund 12, LLC; Accelerated High Yield Institutional Investors, Ltd.;
Accelerated High Yield Institutional Fund, Ltd.; Moraga Fund 1, L.P.; and Moraga
Gold, LLC an offer to purchase up to 60 limited partnership units at $21,000 per
unit of Riverside Park Associates Limited Partnership (the "Partnership").
The Partnership, through its general partner, Winthrop Financial
Associates Limited Partnership (the "General Partner"), is required by the rules
of the Securities and Exchange Commission to make a recommendation whether you
should accept or reject such offer, or whether the Partnership is remaining
neutral with respect to such offer. The General Partner is not making any
recommendation with respect to such offer for the reason set forth under "The
Offer - Section 10. Position of Your General Partner of Your Partnership with
Respect to the Offer" in the Supplement, dated June 29, 1999, to the Offer to
Purchase, dated May 13, 1999, of AIMCO Properties, L.P., which was previously
sent to you. However, it should be noted that such offer is at a lower price and
for less units than the offer being made by AIMCO Properties, L.P., which is for
168.14 units at $21,500 per unit pursuant to a Supplement, dated July 7, 1999,
which has also been sent to you.
Please note that the General Partner is an affiliate of AIMCO
Properties, L.P.
If you have any questions or would like further information about other
possible opportunities to sell your units, please contract River Oaks
Partnership Services, Inc. at (888) 349-2005.
WINTHROP FINANCIAL ASSOCIATES
LIMITED PARTNERSHIP
General Partner
By: /s/Patrick J. Foye
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Patrick J. Foye
Executive Vice President
