RIVERSIDE PARK ASSOCIATES LP
SC 14D1/A, 1999-07-19
OPERATORS OF APARTMENT BUILDINGS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 29549

                              ------------------

                                AMENDMENT NO. 3
                                       TO
                                 SCHEDULE 14D-1
              TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                      AND
                                  SCHEDULE 13D
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 3)


                 RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
                           (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)


                                    COPY TO:

                              JONATHAN L. FRIEDMAN
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                          300 SOUTH GRAND, 34TH FLOOR
                         LOS ANGELES, CALIFORNIA 90071
                                 (213) 687-5000


                              ------------------




<PAGE>   2



                           CALCULATION OF FILING FEE

- -------------------------------------------------------------------------------
Transaction Valuation*     $3,530,940             Amount of Filing Fee: $706.19
- -------------------------------------------------------------------------------

*        For purposes of calculating the fee only. This amount assumes the
         purchase of 168.14 units of limited partnership interest of the
         subject partnership for $21,500 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:    $638.93        Filing Parties: AIMCO Properties, L.P.


Form or Registration No.: Schedule 14D    Date Filed: June 29, 1999






                                  Page 2 of 5

<PAGE>   3



       AMENDMENT NO. 3 TO SCHEDULE 14D-1/AMENDMENT NO. 3 TO SCHEDULE 13D


         This Statement (the "Statement") constitutes (a) Amendment No. 3 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 ("Units")
of Riverside Park Associates Limited Partnership (the "Partner ship"); and (b)
Amendment No. 3 to the Schedule 13D (the "Schedule 13D") of Apartment
Investment and Management Company ("AIMCO"), originally filed with the
Securities and Exchange Commission (the "Commission") on May 14, 1999, by
AIMCO, AIMCO-GP, Inc. ("AIMCO-GP") and AIMCO OP, as amended by (i) Amendment
No. 1, filed with the Commission on June 29, 1999, by AIMCO, AIMGO- GP and
AIMCO OP, and (ii) Amendment No. 2, filed with the Commission on June 29, 1999,
by AIMCO, AIMGO-GP and AIMCO OP. The item numbers and responses thereto are set
forth below in accordance with the requirements of Schedule 14D-1.

ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

          (a)(1)   Offer to Purchase, dated May 13, 1999 (previously filed).
          (a)(2)   Letter of Transmittal and related Instructions.
          (a)(3)   Letter, dated May 13, 1999, from AIMCO OP to the Limited
                   Partners of the Partnership (previously filed).
          (a)(4)   Supplement to Offer to Purchase, dated June 29, 1999
                   (previously filed).
          (a)(5)   Letter, dated June 29, 1999, from AIMCO OP to the Limited
                   Partners of the Partnership (previously filed).
          (a)(6)   Supplement to Offer to Purchase, dated July 9, 1999
                   (previously filed).
          (a)(7)   Letter, dated July 9, 1999, from AIMCO OP to the Limited
                   Partners of the Partnership (previously filed).
          (a)(8)   Supplement to Offer to Purchase, dated July 16, 1999.
          (a)(9)   Letter, dated July 16, 1999, from AIMCO OP to the Limited
                   Partners of the Partnership.
          (b)      Amended and Restated Credit Agreement (Unsecured
                   Revolver-to-Term Facility), dated as of October 1,
                   1998, among AIMCO OP, Bank of America National Trust
                   and Savings Association, and BankBoston, N.A.
                   (Exhibit 10.1 to AIMCO's Current Report on Form 8-K,
                   dated October l, 1998, is incorporated herein by
                   this reference).
          (b)(2)   First Amendment to Credit Agreement, dated as of
                   November 6, 1998, by and among AIMCO OP, the
                   financial institutions listed on the signature pages
                   thereof and Bank of America National Trust and
                   Savings Association (Exhibit 10.2 to AIMCO's Annual
                   Report on Form 10-K for the fiscal year ended
                   December 31, 1998, is incorporated herein by this
                   reference).
          (c)      Not applicable.
          (d)      Not applicable.
          (e)      Not applicable.
          (f)      Not applicable.
          (z)(1)   Agreement of Joint Filing, dated May 13, 1999, among
                   AIMCO, AIMCO-GP and AIMCO OP (previously filed).



                                  Page 3 of 5

<PAGE>   4



                                   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:  July 16, 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



                                   Page 4 of 5

<PAGE>   5


                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

     EXHIBIT NO.                  DESCRIPTION
     -----------                  -----------
<S>                <C>
          (a)(1)   Offer to Purchase, dated May 13, 1999 (previously filed).
          (a)(2)   Letter of Transmittal and related Instructions.
          (a)(3)   Letter, dated May 13, 1999, from AIMCO OP to the Limited
                   Partners of the Partnership (previously filed).
          (a)(4)   Supplement to Offer to Purchase, dated June 29, 1999
                   (previously filed).
          (a)(5)   Letter, dated June 29, 1999, from AIMCO OP to the Limited
                   Partners of the Partnership (previously filed).
          (a)(6)   Supplement to Offer to Purchase, dated July 9, 1999
                   (previously filed).
          (a)(7)   Letter, dated July 9, 1999, from AIMCO OP to the Limited
                   Partners of the Partnership (previously filed).
          (a)(8)   Supplement to Offer to Purchase, dated July 16, 1999.
          (a)(9)   Letter, dated July 16, 1999, from AIMCO OP to the Limited
                   Partners of the Partnership.
          (b)      Amended and Restated Credit Agreement (Unsecured
                   Revolver-to-Term Facility), dated as of October 1,
                   1998, among AIMCO OP, Bank of America National Trust
                   and Savings Association, and BankBoston, N.A.
                   (Exhibit 10.1 to AIMCO's Current Report on Form 8-K,
                   dated October l, 1998, is incorporated herein by
                   this reference).
          (b)(2)   First Amendment to Credit Agreement, dated as of
                   November 6, 1998, by and among AIMCO OP, the
                   financial institutions listed on the signature pages
                   thereof and Bank of America National Trust and
                   Savings Association (Exhibit 10.2 to AIMCO's Annual
                   Report on Form 10-K for the fiscal year ended
                   December 31, 1998, is incorporated herein by this
                   reference).
          (c)      Not applicable.
          (d)      Not applicable.
          (e)      Not applicable.
          (f)      Not applicable.
          (z)(1)   Agreement of Joint Filing, dated May 13, 1999, among
                   AIMCO, AIMCO-GP and AIMCO OP (previously filed).
</TABLE>


                                   Page 5 of 5


<PAGE>   1
                              LETTER OF TRANSMITTAL
            TO TENDER UNITS OF LIMITED PARTNERSHIP IN RIVERSIDE PARK
                         ASSOCIATES LIMITED PARTNERSHIP
                        PURSUANT TO AN OFFER TO PURCHASE
                               DATED MAY 13, 1999
                                       BY
                             AIMCO PROPERTIES, L.P.
- --------------------------------------------------------------------------------
                      THE OFFER AND WITHDRAWAL RIGHTS WILL
                       EXPIRE AT 5:00 P.M., NEW YORK TIME,
                       ON JULY 29, 1999, UNLESS EXTENDED.
- --------------------------------------------------------------------------------

                     The Information Agent for the offer is:
                      RIVER OAKS PARTNERSHIP SERVICES, INC.

<TABLE>

<S>                                           <C>                                       <C>
              By Mail:                            By Overnight Courier:                           By Hand:
            P.O. Box 2065                           111 Commerce Road                         111 Commerce Road
   S. Hackensack, N.J. 07606-2065                 Carlstadt, N.J. 07072                     Carlstadt, N.J. 07072
                                               Attn.: Reorganization Dept.               Attn.: Reorganization Dept.
                                                      By Telephone:
                                                TOLL FREE (888) 349-2005
</TABLE>

<TABLE>
<CAPTION>



                                                       DESCRIPTION OF UNITS TENDERED
- ------------------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) (Please indicate            Units in Riverside Park Associates Limited Partnership
     changes or corrections to the name, address and tax
           identification number printed below.)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                     <C>                 <C>
                                                                       ------------------      --------------      -----------------
                                                                                               2. Number of        3. Total Number
                                                                       1. Total Number of      Units Tendered           of Units
                                                                             Units Owned           for Cash             Tendered
                                                                                  (#)                (#)                   (#)

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       1
<PAGE>   2
To participate in the offer, you must send a duly completed and executed copy of
this Letter of Transmittal and any other documents required by this Letter of
Transmittal so that such documents are received by River Oaks Partnership
Services, Inc., the Information Agent, on or prior to July 29, 1999, unless
extended (the "Expiration Date"). THE METHOD OF DELIVERY OF THIS LETTER OF
TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK, AND
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY. DELIVERY OF THIS LETTER OF TRANSMITTAL OR ANY OTHER REQUIRED DOCUMENTS
TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY.


                           --------------------------

         IF YOU HAVE THE CERTIFICATE ORIGINALLY ISSUED TO REPRESENT YOUR
          INTEREST IN THE PARTNERSHIP PLEASE SEND IT TO THE INFORMATION
                     AGENT WITH THIS LETTER OF TRANSMITTAL.

                           ---------------------------

         FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE
COMPLETION OF THIS LETTER OF TRANSMITTAL, PLEASE CONTACT THE INFORMATION AGENT
AT (888) 349-2005 (TOLL FREE).

         THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.


- --------------------------------------------------------------------------------
                          SPECIAL PAYMENT INSTRUCTIONS
                          (SEE INSTRUCTIONS 2, 4 AND 9)

     To be completed ONLY if the consideration for the purchase price of Units
accepted for payment is to be issued in the name of someone other than the
undersigned.

[ ] Issue consideration to:

Name
    ----------------------------------------------------------------------------
                             (Please Type or Print)

Address
       -------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               (Include Zip Code)

- --------------------------------------------------------------------------------
                   (Tax Identification or Social Security No.)
                            (See Substitute Form W-9)

- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
                          SPECIAL DELIVERY INSTRUCTIONS
                          (SEE INSTRUCTIONS 2, 4 AND 9)

         To be Completed ONLY If the consideration for the purchase price of
Units accepted for payment is to be sent to someone other than the undersigned
or to the undersigned at an address other than that shown above.

[ ] MAIL CONSIDERATION TO:

Name
    ----------------------------------------------------------------------------
                             (Please Type or Print)

Address
       -------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               (Include Zip Code)

- --------------------------------------------------------------------------------

                     NOTE: SIGNATURES MUST BE PROVIDED BELOW
               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY



                                       2

<PAGE>   3




Ladies and Gentlemen:

    The undersigned hereby acknowledges that he or she has received and reviewed
(i) the Purchaser's Offer to Purchase, dated May 13, 1999 (the "Offer Date")
relating to the offer by AIMCO Properties, L.P. (the "Purchaser") to purchase
Limited Partnership Interests (the "Units") in Riverside Park Associates Limited
Partnership, a Delaware limited partnership (the "Partnership"), (ii) the
Supplement to the Offer to Purchase, dated July 9, 1999, and (iii) this Letter
of Transmittal and the Instructions hereto, as each may be supplemented or
amended from time to time (collectively, the "Offer").

    Upon the terms and subject to the conditions set forth in the Offer to
Purchase, and this Letter of Transmittal, the undersigned hereby tenders to the
Purchaser the Units set forth in the box above entitled "Description of Units
Tendered," including all interests in any limited partnership represented by
such units (collectively, the "Units"), at the price of $21,500 per Unit, less
the amount of distributions, if any, made by the Partnership from the Offer Date
until the Expiration Date (the "Offer Price"), net to the undersigned in cash,
without interest.

    Subject to and effective upon acceptance for payment of any of the Units
tendered hereby in accordance with the terms of the Offer, the undersigned
hereby irrevocably sells, assigns, transfers, conveys and delivers to, or upon
the order of, the Purchaser all right, title and interest in and to such Units
tendered hereby that are accepted for payment pursuant to the Offer, including,
without limitation, (i) all of the undersigned's interest in the capital of the
Partnership, and the undersigned's interest in all profits, losses and
distributions of any kind to which the undersigned shall at any time be entitled
in respect of the Units; (ii) all other payments, if any, due or to become due
to the undersigned in respect of the Units, under or arising out of the
agreement of limited partnership of the Partnership (the "Partnership
Agreement"), or any agreement pursuant to which the Units were sold (the
"Purchase Agreement"), whether as contractual obligations, damages, insurance
proceeds, condemnation awards or otherwise; (iii) all of the undersigned's
claims, rights, powers, privileges, authority, options, security interests,
liens and remedies, if any, under or arising out of the Partnership Agreement or
Purchase Agreement or the undersigned's ownership of the Units, including,
without limitation, all voting rights, rights of first offer, first refusal or
similar rights, and rights to be substituted as a limited partner of the
Partnership; and (iv) all present and future claims, if any, of the undersigned
against the Partnership, the other partners of the Partnership, or the general
partner and its affiliates, including the Purchaser, under or arising out of the
Partnership Agreement, the Purchase Agreement, the undersigned's status as a
limited partner, or the terms or conditions of the Offer, for monies loaned or
advanced, for services rendered, for the management of the Partnership or
otherwise.

    The undersigned hereby irrevocably constitutes and appoints the Purchaser
and any designees of the Purchaser as the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Units, with full power
of substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to vote or act in such manner as any such attorney
and proxy or substitute shall, in its sole discretion, deem proper with respect
to such Units, to do all such acts and things necessary or expedient to deliver
such Units and transfer ownership of such Units on the partnership books
maintained by the general partner of the Partnership, together with all
accompanying evidence of transfer and authenticity to, or upon the order of, the
Purchaser, to sign any and all documents necessary to authorize the transfer of
the Units to the Purchaser including, without limitation, the "Transferor's
(Seller's) Application for Transfer" created by the National Association of
Securities Dealers, Inc., if required, and upon receipt by the Information Agent
(as the undersigned's agent) of the Offer Price, to become a substitute limited
partner, to receive any and all distributions made by the Partnership from and
after the Expiration Date of the Offer (regardless of the record date for any
such distribution), and to receive all benefits and otherwise exercise all
rights of beneficial ownership of such Units, all in accordance with the terms
of the Offer. This appointment is effective upon the purchase of the Units by
the Purchaser as provided in the Offer. Upon the purchase of Units pursuant to
the


                                       3

<PAGE>   4


Offer, all prior proxies and consents given by the undersigned with respect to
such Units will be revoked and no subsequent proxies or consents may be given
(and if given will not be deemed effective).

    In addition to and without limiting the generality of the foregoing, the
undersigned hereby irrevocably (i) requests and authorizes (subject to and
effective upon acceptance for payment of any Unit tendered hereby) the
Partnership and its general partners to take any and all actions as may be
required to effect the transfer of the undersigned's Units to the Purchaser (or
its designee) and to admit the Purchaser as a substitute limited partner in the
Partnership under the terms of the Partnership Agreement; (ii) empowers the
Purchaser and its agent to execute and deliver to each general partner a change
of address form instructing the general partner to send any and all future
distributions to the address specified in the form, and to endorse any check
payable to or upon the order of such unitholder representing a distribution to
which the Purchaser is entitled pursuant to the terms of the offer, in each
case, in the name and on behalf of the tendering unitholder; (iii) agrees not to
exercise any rights pertaining to the Units without the prior consent of the
Purchaser; and (iv) requests and consents to the transfer of the Units, to be
effective on the books and records of the Partnership as of March 1, 1999.

    NOTWITHSTANDING ANY PROVISION IN A PARTNERSHIP AGREEMENT OR ANY PURCHASE
AGREEMENT TO THE CONTRARY, THE UNDERSIGNED HEREBY DIRECTS EACH GENERAL PARTNER
OF THE PARTNERSHIP TO MAKE ALL DISTRIBUTIONS AFTER THE PURCHASER ACCEPTS THE
TENDERED UNITS FOR PAYMENT TO THE PURCHASER OR ITS DESIGNEE. Subject to and
effective upon acceptance for payment of any Unit tendered hereby, the
undersigned hereby requests that the Purchaser be admitted to the Partnership as
a substitute limited partner under the terms of the Partnership Agreement. Upon
request, the undersigned will execute and deliver additional documents deemed by
the Information Agent or the Purchaser to be necessary or desirable to complete
the assignment, transfer and purchase of Units tendered hereby and will hold any
distributions received from the Partnership after the Expiration Date in trust
for the benefit of the Purchaser and, if necessary, will promptly forward to the
Purchaser any such distributions immediately upon receipt. The Purchaser
reserves the right to transfer or assign, in whole or in part, from time to
time, to one or more of its affiliates, the right to purchase Units tendered
pursuant to the Offer, but any such transfer or assignment will not relieve the
Purchaser of its obligations under the Offer or prejudice the rights of
tendering unitholders to receive payment for Units validly tendered and accepted
for payment pursuant to the Offer.

    By executing this Letter of Transmittal, the undersigned represents that
either (i) the undersigned is not a plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or an entity deemed
to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of any
such plan, or (ii) the tender and acceptance of Units pursuant to the Offer will
not result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.

    The undersigned understands that a tender of Units to the Purchaser will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned recognizes
that under certain circumstances set forth in the Offer, the Purchaser may not
be required to accept for payment any of the Units tendered hereby. In such
event, the undersigned understands that any Letter of Transmittal for Units not
accepted for payment may be destroyed by the Purchaser (or its agent). EXCEPT AS
STATED IN THE OFFER, THIS TENDER IS IRREVOCABLE, PROVIDED THAT UNITS TENDERED
PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE,
OR UNLESS ALREADY ACCEPTED FOR PAYMENT, ANY TIME AFTER JULY 11, 1999.

    THE UNDERSIGNED HAS BEEN ADVISED THAT THE PURCHASER IS AN AFFILIATE OF THE
GENERAL PARTNER OF THE PARTNERSHIP AND NO SUCH GENERAL PARTNER MAKES ANY
RECOMMENDATION AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING UNITS IN THE
OFFER. THE UNDERSIGNED HAS MADE HIS OR HER OWN DECISION TO TENDER UNITS.


                                       4

<PAGE>   5

    The undersigned hereby represents and warrants for the benefit of the
Partnership and the Purchaser that the undersigned owns the Units tendered
hereby and has full power and authority and has taken all necessary action to
validly tender, sell, assign, transfer, convey and deliver the Units tendered
hereby and that when the same are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale or transfer thereof, and
such Units will not be subject to any adverse claims and that the transfer and
assignment contemplated herein are in compliance with all applicable laws and
regulations.

    Our records indicate that the undersigned owns the number of Units set forth
in the box above entitled "Description of Units Tendered" under the column
entitled "Total Number of Units Owned." If you would like to tender only a
portion of your Units, please so indicate in the space provided in the box above
entitled "Description of Units Tendered."

    All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligations of the undersigned
shall be binding upon the heirs, personal representatives, trustees in
bankruptcy, legal representatives, and successors and assigns of the
undersigned.

    The undersigned further represents and warrants that, to the extent a
certificate evidencing the Units tendered hereby (the "original certificate") is
not delivered by the undersigned together with this Letter of Transmittal, (i)
the undersigned represents and warrants to the Purchaser that the undersigned
has not sold, transferred, conveyed, assigned, pledged, deposited or otherwise
disposed of any portion of the Units, (ii) the undersigned has caused a diligent
search of its records to be taken and has been unable to locate the original
certificate, (iii) if the undersigned shall find or recover the original
certificate evidencing the Units, the undersigned will immediately and without
consideration surrender it to the Purchaser; and (iv) the undersigned shall at
all times indemnify, defend, and save harmless the Purchaser and the
Partnership, its successors, and its assigns from and against any and all
claims, actions, and suits whether groundless or otherwise, and from and against
any and all liabilities, losses, damages, judgments, costs, charges, counsel
fees, and other expenses of every nature and character by reason of honoring or
refusing to honor the original certificate when presented by or on behalf of a
holder in due course of a holder appearing to or believed by the partnership to
be such, or by issuance or delivery of a replacement certificate, or the making
of any payment, delivery, or credit in respect of the original certificate
without surrender thereof, or in respect of the replacement certificate.



                                       5

<PAGE>   6
================================================================================
                                  SIGNATURE BOX
                               (SEE INSTRUCTION 2)
- --------------------------------------------------------------------------------

    Please sign exactly as your name is printed on the front of this Letter of
Transmittal. For joint owners, each joint owner must sign. (See Instruction 2).

    TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-IN-FACT, OFFICERS
OF A CORPORATION OR OTHER PERSONS ACTING IN A FIDUCIARY OR REPRESENTATIVE
CAPACITY, PLEASE COMPLETE THIS BOX AND SEE INSTRUCTION 2.

    The signatory hereto hereby tenders the Units indicated in this Letter of
Transmittal to the Purchaser pursuant to the terms of the Offer, and certifies
under penalties of perjury that the statements in Box A, Box B and, if
applicable, Box C and Box D are true.



    X
     ---------------------------------------------------------------------------
                              (Signature of Owner)

    X
     ---------------------------------------------------------------------------
                           (Signature of Joint Owner)

    Name and Capacity (if other than individual
                                               ---------------------------------

    Title:
          ----------------------------------------------------------------------
    Address:
            --------------------------------------------------------------------

    ----------------------------------------------------------------------------
    (City)                          (State)                   (Zip)

    Area Code and Telephone No. (Day):
                                      ------------------------------------------
                                (Evening):
                                          --------------------------------------

                        SIGNATURE GUARANTEE (IF REQUIRED)
                               (SEE INSTRUCTION 2)

    Name and Address of Eligible Institution:
                                             -----------------------------------

    Authorized Signature: X
                           -----------------------------------------------------
    Name:
         -----------------------------------------------------------------------
    Title:                                           Date:
          --------------------------------------          ----------------------
================================================================================



                                       6

<PAGE>   7


                               TAX CERTIFICATIONS
                              (See Instruction 4)

     By signing the Letter of Transmittal in the Signature Box, the unitholder
certifies as true under penalty of perjury, the representations in Boxes A, B
and C below. Please refer to the attached Instructions for completing this
Letter of Transmittal and Boxes A, B and C below.

================================================================================
                                      BOX A
                               SUBSTITUTE FORM W-9
                           (SEE INSTRUCTION 4 - BOX A)
- --------------------------------------------------------------------------------
    The unitholder hereby certifies the following to the Purchaser under
penalties of perjury:

     (i) The Taxpayer Identification No. ("TIN") printed (or corrected) on the
front of this Letter of Transmittal is the correct TIN of the unitholder, unless
the Units are held in an Individual Retirement Account ("IRA"); or if this box
[ ] is checked, the unitholder has applied for a TIN. If the unitholder has
applied for a TIN, a TIN has not been issued to the unitholder, and either (a)
the unitholder has mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (b) the
unitholder intends to mail or deliver an application in the near future (it
being understood that if the unitholder does not provide a TIN to the Purchaser,
31% of all reportable payments made to the unitholder will be withheld); and

     (ii) Unless this box [ ] is checked, the unitholder is not subject to
backup withholding either because the unitholder: (a) is exempt from backup
withholding; (b) has not been notified by the IRS that the unitholder is subject
to backup withholding as a result of a failure to report all interest or
dividends; or (c) has been notified by the IRS that such unitholder is no longer
subject to backup withholding.

    Note: Place an "X" in the box in (ii) above, only if you are unable to
certify that the unitholder is not subject to backup withholding.
================================================================================

================================================================================
                                      BOX B
                                FIRPTA AFFIDAVIT
                           (SEE INSTRUCTION 4 - BOX B)
- --------------------------------------------------------------------------------
    Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S. real
property interests plus cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the Purchaser that no withholding is
required with respect to the unitholder's Units in the Partnership, the person
signing this Letter of Transmittal hereby certifies the following under
penalties of perjury:

     (i) Unless this box [ ] is checked, the unitholder, if an individual, is a
U.S. citizen or a resident alien for purposes of U.S. income taxation, and if
other than an individual, is not a foreign corporation, foreign partnership,
foreign estate or foreign trust (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations);

     (ii) The unitholder's U.S. social security number (for individuals) or
employer identification number (for non-individuals) is correct as furnished in
the blank provided for that purpose on the front of the Letter of Transmittal;

     (iii) The unitholder's home address (for individuals), or office address
(for non-individuals), is correctly printed (or corrected) on the front of this
Letter of Transmittal.

     The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchaser and that any false
statements contained herein could be punished by fine, imprisonment, or both.
================================================================================

================================================================================
                                      BOX C
                               SUBSTITUTE FORM W-8
                           (SEE INSTRUCTION 4 - BOX C)
- --------------------------------------------------------------------------------
    By checking this box [ ], the person signing this Letter of Transmittal
hereby certifies under penalties of perjury that the unitholder is an "exempt
foreign person" for purposes of the Backup Withholding rules under the U.S.
Federal income tax laws, because the unitholder has the following
characteristics:

       (i)   Is a nonresident alien individual or a foreign corporation,
             partnership, estate or trust;

       (ii)  If an individual, has not been and plans not to be present in the
             U.S. for a total of 183 days or more during the calendar year; and

       (iii) Neither engages, nor plans to engage, in a U.S. trade or business
             that has effectively connected gains from transactions with a
             broker or barter exchange.
================================================================================


                                  INSTRUCTIONS
                      FOR COMPLETING LETTER OF TRANSMITTAL

1.     REQUIREMENTS OF TENDER. To be effective, a duly completed and signed
       Letter of Transmittal (or facsimile thereof) and any other required
       documents must be received by the Information Agent at one of its
       addresses (or its facsimile number) set forth herein before 5:00 p.m.,
       New York Time, on the Expiration Date, unless extended. To ensure receipt
       of the Letter of Transmittal and any other required documents, it is
       suggested that you use overnight courier delivery or, if the Letter of
       Transmittal and any other required documents are to be delivered by
       United States mail, that you use certified or registered mail, return
       receipt requested.



                                       7

<PAGE>   8

       WHEN TENDERING, YOU MUST SEND ALL PAGES OF THE LETTER OF TRANSMITTAL,
       INCLUDING TAX CERTIFICATIONS (BOXES A, B, AND C).

       THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER
       REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNITHOLDER
       AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
       INFORMATION AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
       ASSURE TIMELY DELIVERY.

2.     SIGNATURE REQUIREMENTS.

       INDIVIDUAL AND JOINT OWNERS -- After carefully reading and completing the
       Letter of Transmittal, to tender Units, unitholders must sign at the "X"
       in the Signature Box of the Letter of Transmittal. The signature(s) must
       correspond exactly with the names printed (or corrected) on the front of
       the Letter of Transmittal. If the Letter of Transmittal is signed by the
       unitholder (or beneficial owner in the case of an IRA), no signature
       guarantee on the Letter of Transmittal is required. If any tendered Units
       are registered in the names of two or more joint owners, all such owners
       must sign this Letter of Transmittal.

       IRAS/ELIGIBLE INSTITUTIONS -- For Units held in an IRA account, the
       beneficial owner should sign in the Signature Box and no signature
       guarantee is required. Similarly, if Units are tendered for the account
       of a member firm of a registered national security exchange, a member
       firm of the National Association of Securities Dealers, Inc. or a
       commercial bank, savings bank, credit union, savings and loan association
       or trust company having an office, branch or agency in the United States
       (each an "Eligible Institution"), no signature guarantee is required.

       TRUSTEES, CORPORATIONS, PARTNERSHIP AND FIDUCIARIES -- Trustees,
       executors, administrators, guardians, attorneys-in-fact, officers of a
       corporation, authorized partners of a partnership or other persons acting
       in a fiduciary or representative capacity must sign at the "X" in the
       Signature Box and have their signatures guaranteed by an Eligible
       Institution by completing the signature guarantee set forth in the
       Signature Box of the Letter of Transmittal. If the Letter of Transmittal
       is signed by trustees, administrators, guardians, attorneys-in-fact,
       officers of a corporation, authorized partners of a partnership or others
       acting in a fiduciary or representative capacity, such persons should, in
       addition to having their signatures guaranteed, indicate their title in
       the Signature Box and must submit proper evidence satisfactory to the
       Purchaser of their authority to so act (see Instruction 3 below).

3.     DOCUMENTATION REQUIREMENTS. In addition to the information required to be
       completed on the Letter of Transmittal, additional documentation may be
       required by the Purchaser under certain circumstances including, but not
       limited to, those listed below. Questions on documentation should be
       directed to the Information Agent at its telephone number set forth
       herein.

<TABLE>

<S>                                         <C>    <C>
       DECEASED OWNER (JOINT TENANT)         --    Copy of death certificate.

       DECEASED OWNER (OTHERS)               --    Copy of death certificate (see
                                                   also Executor/Administrator/Guardian
                                                   below).

       EXECUTOR/ADMINISTRATOR/GUARDIAN       --    Copy of court appointment documents
                                                   for executor or administrator; and
                                                   (a) a copy of applicable provisions
                                                   of the will (title page, executor(s)'
                                                   powers, asset distribution); or (b)
                                                   estate distribution documents.

       ATTORNEY-IN-FACT                      --    Current power of attorney.

       CORPORATION/PARTNERSHIP               --    Corporate resolution(s) or other evidence
                                                   of authority to act. Partnership should
                                                   furnish a copy of the partnership agreement.
</TABLE>

                                       8

<PAGE>   9
<TABLE>

<S>                                         <C>    <C>
       TRUST/PENSION PLANS                   --    Unless the trustee(s) are named in the
                                                   registration, a copy of the cover page of
                                                   the trust or pension plan, along with a copy
                                                   of the section(s) setting forth names and
                                                   powers of trustee(s) and any amendments to
                                                   such sections or appointment of successor
                                                   trustee(s).
</TABLE>

4.     SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If consideration is to be
       issued in the name of a person other than the person signing the
       Signature Box of the Letter of Transmittal or if consideration is to be
       sent to someone other than such signer or to an address other than that
       set forth on the Letter of Transmittal in the box entitled "Description
       of Units Tendered," the appropriate boxes on the Letter of Transmittal
       should be completed.

5.     TAX CERTIFICATIONS. The unitholder(s) tendering Units to the Purchaser
       pursuant to the Offer must furnish the Purchaser with the unitholder(s)'
       taxpayer identification number ("TIN") and certify as true, under
       penalties of perjury, the representations in Box A, Box B and, if
       applicable, Box C. By signing the Signature Box, the unitholder(s)
       certifies that the TIN as printed (or corrected) on this Letter of
       Transmittal in the box entitled "Description of Units Tendered" and the
       representations made in Box A, Box B and, if applicable, Box C, are
       correct. See attached Guidelines for Certification of Taxpayer
       Identification Number on Substitute Form W-9 for guidance in determining
       the proper TIN to give the Purchaser.

       U.S. PERSONS. A unitholder that is a U.S. citizen or a resident alien
       individual, a domestic corporation, a domestic partnership, a domestic
       trust or a domestic estate (collectively, "U.S. Persons"), as those terms
       are defined in the Code, should follow the instructions below with
       respect to certifying Box A and Box B.

       BOX A - SUBSTITUTE FORM W-9.

       Part (i), Taxpayer Identification Number -- Tendering unitholders must
       certify to the Purchaser that the TIN as printed (or corrected) on this
       Letter of Transmittal in the box entitled "Description of Units Tendered"
       is correct. If a correct TIN is not provided, penalties may be imposed by
       the Internal Revenue Service (the "IRS"), in addition to the unitholder
       being subject to backup withholding.

       Part (ii), Backup Withholding -- In order to avoid 31% Federal income tax
       backup withholding, the tendering unitholder must certify, under penalty
       of perjury, that such unitholder is not subject to backup withholding.
       Certain unitholders (including, among others, all corporations and
       certain exempt non-profit organizations) are not subject to backup
       withholding. Backup withholding is not an additional tax. If withholding
       results in an overpayment of taxes, a refund may be obtained from the
       IRS. DO NOT CHECK THE BOX IN BOX A, PART (ii), UNLESS YOU HAVE BEEN
       NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING.

       When determining the TIN to be furnished, please refer to the following
       as a guide:

       Individual accounts - should reflect owner's TIN.
       Joint accounts - should reflect the TIN of the owner whose name appears
       first.
       Trust accounts - should reflect the TIN assigned to the trust.
       IRA custodial accounts - should reflect the TIN of the custodian (not
       necessary to provide).
       Custodial accounts for the benefit of minors - should reflect the TIN
       of the minor.
       Corporations, partnership or other business entities - should reflect
       the TIN assigned to that entity.

       By signing the Signature Box, the unitholder(s) certifies that the TIN as
       printed (or corrected) on the front of the Letter of Transmittal is
       correct.

       BOX B - FIRPTA AFFIDAVIT -- Section 1445 of the Code requires that each
       unitholder transferring interests in a partnership with real estate
       assets meeting certain criteria certify under penalty of perjury the
       representations made in Box B, or be subject to withholding of tax equal
       to 10% of the purchase

                                       9

<PAGE>   10
       price for interests purchased. Tax withheld under Section 1445 of the
       Code is not an additional tax. If withholding results in an overpayment
       of tax, a refund may be obtained from the IRS. PART (i) SHOULD BE CHECKED
       ONLY IF THE TENDERING UNITHOLDER IS NOT A U.S. PERSON, AS DESCRIBED
       THEREIN.

       BOX C - FOREIGN PERSONS -- In order for a tendering unitholder who is a
       Foreign Person (i.e., not a U.S. Person, as defined above) to qualify as
       exempt from 31% backup withholding, such foreign Unitholder must certify,
       under penalties of perjury, the statement in Box C of this Letter of
       Transmittal, attesting to that Foreign Person's status by checking the
       box preceding such statement. UNLESS THE BOX IS CHECKED, SUCH UNITHOLDER
       WILL BE SUBJECT TO 31% WITHHOLDING OF TAX.

6.     VALIDITY OF LETTER OF TRANSMITTAL. All questions as to the validity,
       form, eligibility (including time of receipt) and acceptance of a Letter
       of Transmittal and other required documents will be determined by the
       Purchaser and such determination will be final and binding. The
       Purchaser's interpretation of the terms and conditions of the Offer
       (including these Instructions for this Letter of Transmittal) will be
       final and binding. The Purchaser will have the right to waive any
       irregularities or conditions as to the manner of tendering. Any
       irregularities in connection with tenders, unless waived, must be cured
       within such time as the Purchaser shall determine. This Letter of
       Transmittal will not be valid until any irregularities have been cured or
       waived. Neither the Purchaser nor the Information Agent are under any
       duty to give notification of defects in a Letter of Transmittal and will
       incur no liability for failure to give such notification.

7.     ASSIGNEE STATUS. Assignees must provide documentation to the Information
       Agent which demonstrates, to the satisfaction of the Purchaser, such
       person's status as an assignee.

8.     TRANSFER TAXES. The amount of any transfer taxes (whether imposed on the
       registered holder or such person) payable on account of the transfer to
       such person will be deducted from the purchase price unless satisfactory
       evidence of the payment of such taxes or exemption therefrom is
       submitted.

9.     MINIMUM TENDERS. A unitholder may tender any or all of his, her or its
       Units.

10.    CONDITIONAL TENDERS. No alternative, conditional or contingent tenders
       will be accepted.



                                       10

<PAGE>   11





             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

    GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER - - Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.

<TABLE>
<CAPTION>

                                                               GIVE THE
                                                               TAXPAYER
                                                               IDENTIFICATION
    FOR THIS TYPE OF ACCOUNT:                                  NUMBER OF - -
- -----------------------------------------------------------------------------------------------------------------------

<S>         <C>                                                <C>
    1.      An individual account                              The individual

    2.      Two or more individuals (joint account)            The actual owner of the account or, if combined
                                                               funds, the first individual on the account

    3.      Husband and wife (joint account)                   The actual owner of the account or, if joint funds,
                                                               either person

    4.      Custodian account of a minor (Uniform              The minor(2)
            Gift to Minors Act)

    5.      Adult and minor (joint account)                    The adult or, if the minor is the only contributor,
                                                               the minor(1)

    6.      Account in the name of guardian or                 The ward, minor or incompetent person(3)
            committee for a designated ward, minor or
            incompetent person(3)

    7.      a. The usual revocable savings trust account       The grantor trustee(1)
               (grantor is also trustee)

            b. So-called trust account that is not a legal     The actual owner(1)
               or valid trust under state law

    8.      Sole proprietorship account                        The owner(4)


    9.      A valid trust, estate or pension trust             The legal entity (Do not furnish the identifying
                                                               number of the personal representative or trustee
                                                               unless the legal entity itself is not designated in the
                                                               account title.)(5)

    10.     Corporate account                                  The corporation

    11.     Religious, charitable, or educational              The organization
            organization account

    12.     Partnership account held in the name of the        The partnership
            business

    13.     Association, club, or other tax-exempt             The organization
            organization

    14.     A broker or registered nominee                     The broker or nominee

    15.     Account with the Department of Agriculture         The public entity
            in the name of a public entity (such as a
            State or local government, school district,
            or prison) that receives agricultural
            program payments
</TABLE>

- --------------------------------------------------------------------------------

    (1)     List first and circle the name of the person whose number you
            furnish.

    (2)     Circle the minor's name and furnish the minor's social security
            number.

    (3)     Circle the ward's or incompetent person's name and furnish such
            person's social security number or employer identification number.

    (4)     Show your individual name. You may also enter your business name.
            You may use your social security number or employer identification
            number.

    (5)     List first and circle the name of the legal trust, estate, or
            pension trust.


                                       11

<PAGE>   12


    NOTE:   If no name is circled when there is more than one name, the number
            will be considered to be that of the first name listed.


             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

    OBTAINING A NUMBER

    If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.

    PAYEES EXEMPT FROM BACKUP WITHHOLDING

    Payees specifically exempted from backup withholding on ALL payments include
the following:

    -  A corporation.
    -  A financial institution.
    -  An organization exempt from tax under section 501(a) of the Internal
       Revenue Code of 1986, as amended (the "Code"), or an individual
       retirement plan.
    -  The United States or any agency or instrumentality thereof.
    -  A State, the District of Columbia, a possession of the United States, or
       any subdivision or instrumentality thereof.
    -  A foreign government, a political subdivision of a foreign government, or
       any agency or instrumentality thereof.
    -  An international organization or any agency or instrumentality thereof.
    -  A registered dealer in securities or commodities registered in the U.S.
       or a possession of the U.S.
    -  A real estate investment trust.
    -  A common trust fund operated by a bank under section 584(a) of the Code.
    -  An exempt charitable remainder trust, or a non-exempt trust described in
       section 4947 (a)(1).
    -  An entity registered at all times under the Investment Company Act of
       1940.
    -  A foreign central bank of issue.
    -  A futures commission merchant registered with the Commodity Futures
       Trading Commission.

    Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:

    -  Payments to nonresident aliens subject to withholding under section 1441
       of the Code.
    -  Payments to Partnerships not engaged in a trade or business in the U.S.
       and which have at least one nonresident partner.
    -  Payments of patronage dividends where the amount received is not paid in
       money.
    -  Payments made by certain foreign organizations.
    -  Payments made to an appropriate nominee.
    -  Section 404(k) payments made by an ESOP.

    Payments of interest not generally subject to backup withholding include the
following:

    -  Payments of interest on obligations issued by individuals.
       NOTE: You may be subject to backup withholding if this interest is $600
       or more and is paid in the course of the payer's trade or business and
       you have not provided your correct taxpayer identification number to the
       payer. Payments of tax exempt interest (including exempt interest
       dividends under section 852 of the Code).
    -  Payments described in section 6049(b)(5) of the Code to nonresident
       aliens.
    -  Payments on tax-free covenant bonds under section 1451 of the Code.
    -  Payments made by certain foreign organizations.


                                       12

<PAGE>   13

    -  Payments of mortgage interest to you.
    -  Payments made to an appropriate nominee.

    Exempt payees described above should file a substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND
RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT ALIEN OR A
FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED
INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).

       Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(A),
6045, and 6050A of the Code.

    PRIVACY ACT NOTICE - - Section 6109 of the Code requires most recipients of
dividend, interest, or other payments to give correct taxpayer identification
numbers to payers who must report the payments to the IRS. The IRS uses the
numbers for identification purposes. Payers must be given the numbers whether or
not recipients are required to file a tax return. Payers must generally withhold
31% of taxable interest, dividend, and certain other payments to a payee who
does not furnish a correct taxpayer identification number to a payer. Certain
penalties may also apply.

    PENALTIES

    (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER - - If you
fail to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

    (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING - - If
you make a false statement with no reasonable basis that results in no
imposition of backup withholding, you are subject to a penalty of $500.

    (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION - - Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

    FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.


                                       13

<PAGE>   14






                     The Information Agent for the offer is:
                      RIVER OAKS PARTNERSHIP SERVICES, INC.

<TABLE>

<S>                                           <C>                                      <C>
              By Mail:                            By Overnight Courier:                           By Hand:
            P.O. Box 2065                           111 Commerce Road                         111 Commerce Road
     S. Hackensack, N.J. 07606-2065               Carlstadt, N.J. 07072                     Carlstadt, N.J. 07072
                                                Attn.: Reorganization Dept.              Attn.: Reorganization Dept.
                                                      By Telephone:
                                                TOLL FREE (888) 349-2005
</TABLE>


                                       14

<PAGE>   1
SUPPLEMENT
(TO OFFER TO PURCHASE, DATED MAY 13, 1999)


                             AIMCO PROPERTIES, L.P.

                           Extension of Offer Period
                                  relating to
         the offer to purchase units of limited partnership interest in
                 RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
                              for $21,500 in Cash


         Pursuant to an Offer to Purchase, dated May 13, 1999, and a
Supplement, dated July 29, 1999, we have offered to acquire units of limited
partnership interest in your partnership. We have now extended the expiration
date for our offer from July 23 to July 29, 1999.

         Our offer price will be reduced for any distributions subsequently
made by your partnership prior to the expiration of our offer. We will pay for
units tendered pursuant to our offer promptly after expiration of our offer.
You will not pay any fees or commissions if you tender your units.

         We will only accept a maximum of 168.14 units in response to our
offer. If more units are tendered to us, we will generally accept units on a
pro rata basis according to the number of units tendered by each person. Our
offer is not subject to any minimum number of units being tendered.

         Our offer and your withdrawal rights will expire at 5:00 p.m., New
York City time, on July 29, 1999, unless we extend the deadline.

         PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 1 OF THE OFFER TO PURCHASE
AND ON PAGE 1 OF THE SUPPLEMENT FOR A DESCRIPTION OF RISK FACTORS THAT YOU
SHOULD CONSIDER IN CONNECTION WITH OUR OFFER.

         If you desire to accept our offer, you should complete and sign the
Letter of


<PAGE>   2

Transmittal in accordance with the instructions thereto and mail or deliver the
signed Letter of Transmittal and any other required documents to River Oaks
Partnership Services, Inc., which is acting as Information Agent in connection
with our offer, at one of its addresses set forth on the back cover of this
Supplement. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF
THE OFFER TO PURCHASE, THE SUPPLEMENT OR THE LETTER OF TRANSMITTAL MAY ALSO BE
DIRECTED TO THE INFORMATION AGENT AT (888) 349-2005.



                                 July 16, 1999


<PAGE>   3

         The letter of transmittal and any other required documents should be
sent or delivered by each unitholder or such unitholder's broker, dealer, bank,
trust company or other nominee to the Information Agent at one of its addresses
set forth below.


                    THE INFORMATION AGENT FOR THE OFFER IS:

                     RIVER OAKS PARTNERSHIP SERVICES, INC.

<TABLE>
<CAPTION>
             By Mail:                    By Overnight Courier:                   By Hand:

  <S>                                 <C>                             <C>
           P.O. Box 2065                   111 Commerce Road                111 Commerce Road
        S. Hackensack, N.J.              Carlstadt, N.J. 07072            Carlstadt, N.J. 07072
            07606-2065                Attn.: Reorganization Dept.      Attn.: Reorganization Dept.
</TABLE>

                         For information, please call:

                           TOLL FREE: (888) 349-2005



<PAGE>   1
                             AIMCO PROPERTIES, L.P.
                     1873 SOUTH BELLAIRE STREET, 17TH FLOOR
                             DENVER, COLORADO 80222


                                 July 16, 1999


Dear Limited Partner in Riverside Park Associates Limited Partnership:

         At this point you should have received our Supplement to our Offer to
Purchase increasing our purchase price to $21,500 per limited partnership unit.
Please be advised that:

         o  Our offer is currently the HIGHEST offer for your units.

         o  Our offer has been extended to expire on July 29, 1999, unless
further extended. If our offer is extended, you will receive notification in a
subsequent correspondence.

         If you have already tendered your units to us, you need not do
anything and you will receive the higher price if your units are accepted for
payment. If you have not tendered your units and desire to do so, please
complete the enclosed Letter of Transmittal and return it to our Information
Agent at the address set forth in the Letter of Transmittal.

         If you have questions or require further information, please call the
Information Agent, toll free, at (888) 349-2005.

                                                Very truly yours,


                                                AIMCO PROPERTIES, L.P.



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