<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
(Name of Issuer)
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
COLORADO CENTER, TOWER TWO,
2000 SOUTH COLORADO BOULEVARD, SUITE 2-1000
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. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO PROPERTIES, L.P.
84-1275721
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
148.3300
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
148.3300
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148.3300
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 26.10%
14. TYPE OF REPORTING PERSON
PN
1
<PAGE> 3
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO-GP, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
148.3300
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
148.3300
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148.3300
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 26.10%
14. TYPE OF REPORTING PERSON
CO
2
<PAGE> 4
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
84-129577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
200.6638
8. SHARED VOTING POWER
148.3300
9. SOLE DISPOSITIVE POWER
200.6638
10. SHARED VOTING POWER
148.3300
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
348.9938
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 61.41%
14. TYPE OF REPORTING PERSON
CO
3
<PAGE> 5
AMENDMENT NO. 8 TO SCHEDULE 13D
This Statement (the "Statement") constitutes Amendment No. 8
to the Schedule 13D (the "Schedule 13D") originally filed with the Securities
and Exchange Commission (the "Commission") on May 14, 1999, by Apartment
Investment and Management Company ("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, AIMCO-GP and AIMCO OP, (ii) Amendment No. 2, filed with the
Commission on July 9, 1999, by AIMCO, AIMCO-GP and AIMCO OP, (iii) Amendment No.
3, filed with the Commission on July 16, 1999, by AIMCO, AIMCO-GP, and AIMCO OP,
(iv) Amendment No. 4, filed with the Commission on August 6, 1999, by AIMCO,
AIMCO-GP and AIMCO OP, (v) Amendment No. 5, filed with the Commission on May 16,
2000, by AIMCO, AIMCO-GP and AIMCO OP, (vi) Amendment No. 6 filed with the
Commission on June 14, 2000 by AIMCO, AIMCO-GP and AIMCO OP, and (vii) Amendment
No. 7 dated July 21, 2000 filed with the Commission by AIMCO, AIMCO-GP and
AIMCO. AIMCO OP, AIMCO-GP and AIMCO are 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 units of limited partnership
interest (the "Units") of Riverside Park Associates Limited Partnership, a
Delaware limited partnership (the "Partnership"). The address of the
Partnership's principal executive offices is Colorado Center, Tower Two, 2000
South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222.
(2) IDENTITY AND BACKGROUND.
(a)-(c), (f) The principal business of the Reporting Persons
is the ownership, acquisition, development, expansion and management of
multi-family apartment properties. The principal executive offices of the
Reporting Persons are located at Colorado Center, Tower Two, 2000 South Colorado
Boulevard, Suite 2-1000, Denver, Colorado 80222. AIMCO Properties, L.P. is a
Delaware limited partnership. AIMCO-GP, Inc. is a Delaware corporation.
Apartment Investment and Management Company is a Maryland Corporation. The
executive officers and directors of AIMCO and AIMCO-GP are listed on Annex I to
the Schedule 13D ("Annex I"), which is incorporated herein by reference.
(d)-(e) During the last five years, none of the Reporting
Persons nor, to the best of their knowledge, any of the persons listed 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.
4
<PAGE> 6
(3) SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
AIMCO OP has purchased the following Units, as follows:
<TABLE>
<CAPTION>
Date Number of Units Price Per Unit
---- --------------- --------------
<S> <C> <C>
7/15/00 6.83 $42,000
9/29/00 0.79 $42,000
9/29/00 8.10 (1)
9/29/00 2.00 (2)
</TABLE>
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All of the Units purchased were purchased out of the working capital of
AIMCO OP or AIMCO OP's credit facility.
Under AIMCO OP's secured $400 million revolving credit facility with
Bank of America and several other lenders, AIMCO OP., NHP Management Company and
AIMCO/Bethesda Holdings, Inc. are the borrowers and all obligations thereunder
are guaranteed by AIMCO and certain of its subsidiaries. The credit facility
includes a swing line of up to $30 million. The obligations under the credit
facility are secured by a first priority pledge of AIMCO OP's stock ownership in
certain subsidiaries of AIMCO and its interests in notes issued by it to certain
subsidiaries of AIMCO and a second priority pledge of each borrower's and AIMCO
Holdings, L.P.'s stock ownership in certain subsidiaries of AIMCO and certain
options to purchase Beneficial Assignee Interests ("BACs") of Oxford Tax Exempt
Fund II Limited Partnership. The annual interest rate under the credit facility
is based on either LIBOR or a base rate which is the higher of Bank of America's
reference rate or 0.5% over the federal funds rate, plus, in either case, an
applicable margin. The margin ranges between 2.05% and 2.55% in the case of
LIBOR-based loans and between 0.55% and 1.05% in the case of base rate loans,
based upon a fixed charge coverage ratio. The credit facility expires on July
31, 2002, unless extended at the discretion of the borrowers, at which time the
revolving facility would be converted into a term loan for up to two successive
one-year periods. The financial covenants contained in the credit facility
require us to maintain a ratio of debt to gross asset value of no more than 0.55
to 1.0, and an interest coverage ratio of 2.25 to 1.0, a fixed charge coverage
ratio of at least 1.7 to 1.0 until December 31, 2000, and 1.75 to 1.0
thereafter, an adjusted fixed charge coverage ratio (excluding amortization of
the term loan made to the borrowers by Bank of America, N.A., Lehman Commercial
Paper Inc. and certain other lenders) in connection with the purchase of certain
assets related to the Oxford Realty Financial Group) of at least 1.50 to 1.0
while such term loan is outstanding. In addition, the credit facility limits us
from distributing more than 80% of our Funds From Operations (as defined) (or
such amounts as may be necessary for AIMCO to maintain our status as a REIT),
imposes minimum net worth requirements and provides other financial covenants
related to certain of AIMCO's assets and obligations. NHP Management Company,
AIMCO/Bethesda Holdings, Inc. and AIMCO Holdings, LLP are subsidiaries of AIMCO.
(4) PURPOSE OF TRANSACTION.
AIMCO OP is in the business of acquiring direct and indirect
interests in apartment properties such as the properties owned by the
Partnership. The purchase of Units provides AIMCO OP with an opportunity to
increase its ownership interest in the Partnership's properties.
AIMCO OP owns the general partner and thereby control the management of
the Partnership. In addition, AIMCO OP owns the manager of the residential
properties. AIMCO OP currently intends that it will hold the Units acquired and
the Partnership will continue its business and operations substantially as they
are currently being conducted.
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(1) The 8.10 Units purchased as part of 27,820.2 units in various
partnerships for an aggregate price of $3,700.000.
(2) The 2.00 where purchased as part of 1,616 units in various partnerships
for an aggregate price of $6,183,923.
5
<PAGE> 7
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 or other
consideration. The Reporting Persons also may consider selling some or all of
the units previously purchased to persons not yet determined, which may include
their affiliates. The Reporting Persons may also buy the Partnership's
properties, 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 composition of the Partnership's senior management or personnel
or their compensation; any changes in the Partnership's present capitalization,
indebtedness or distribution policy; or any other material changes in the
Partnership's structure or business. The Reporting Persons or their affiliates
may loan funds to the Partnership which may be secured by the Partnership's
properties. If any such loans are made, upon default of such loans, the
Reporting Persons or their affiliates could seek to foreclose on the loan and
related mortgage or security interest. However, the Reporting Persons expect
that consistent with fiduciary obligations of the general partner of the
partnership, the general partner will seek and review opportunities (including
opportunities identified by the Reporting Persons) to engage in transactions
which could benefit the Partnership, such as sales or refinancings of assets or
a combination of the Partnership with one or more other entities, with the
objective of seeking to maximize returns to limited partners.
The Reporting Persons have been advised that the possible
future transactions the general partner of the Partnership expects to consider
on behalf of the Partnership include: (1) payment of extraordinary
distributions; (2) refinancing, reducing or increasing existing indebtedness of
the Partnership; (3) sales of assets, individually or as part of a complete
liquidation; and (4) mergers or other consolidation transactions involving the
Partnership. Any such merger or consolidation transaction could involve other
limited partnerships in which such general partner or its affiliates serve as
general partners, or a combination of the Partnership with one or more existing,
publicly traded entities (including, possibly, affiliates of the Reporting
Persons), in any of which limited partners might receive cash, common stock or
other securities or consideration. There is no assurance, however, as to when or
whether any of the transactions referred to above might occur. If any such
transaction is effected by the Partnership and financial benefits accrue to the
limited partners of the Partnership, the Reporting Persons will participate in
those benefits to the extent of our ownership of Units. The Reporting Person's
primary objective in acquiring Units is to generate a profit on the investment
represented by those Units.
(5) INTEREST IN SECURITIES OF THE ISSUER.
AIMCO directly owns 200.638 and AIMCO OP directly owns
148.3300 Units (an aggregate of 348.938 Units) representing 35.31% and 26.1%
(and aggregate of 61.41%) of the outstanding Units, based on the 12,400 Units
outstanding on April 24, 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.
6
<PAGE> 8
Accordingly, for purposes of this Statement: (i) AIMCO OP is
reporting that it shares the power to vote or direct the power to vote and the
power to dispose or direct the disposition of the 148.3300 Units directly owned
by it; (ii) AIMCO-GP is reporting that it shares the power to vote or direct the
disposition of the 148.3300 Units owned by AIMCO OP; and (iii) AIMCO is
reporting that it shares the power to vote or direct the vote and the power to
dispose or direct the disposition of the 148.3300 Units directly owned by AIMCO
OP and 200.6638 Units it 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) Second Amended and Restated Credit Agreement, dated
as of September 20, 2000, among AIMCO Properties,
L.P., NHP Management Company, AIMCO/Bethesda
Holdings, Inc., Bank of America N.A. and several
other lenders. (Exhibit (e) to AIMCO's Schedule 13D
for Oxford Tax Exempt Fund II Limited Partnership,
dated September 20, 2000, is incorporated herein by
this reference.)
(z)(1) Agreement of Joint Filing among AIMCO OP, AIMCO-GP
and AIMCO. (Previously filed with Amendment No. 5 to
Schedule 13D.)
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: October 5, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
--------------------------
Patrick J. Foye
Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
--------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
--------------------------
Patrick J. Foye
Executive Vice President
8
<PAGE> 10
ANNEX I
OFFICERS AND DIRECTORS
The names and positions of the executive officers of Apartment
Investment and Management Company ("AIMCO") and AIMCO-GP, Inc. ("AIMCO-GP") and
the directors of AIMCO are 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 and Chief Executive Officer of
American Land Lease, Inc. (formerly Asset Investors Corporation and
Commercial Assets, Inc.), a public real estate investment trust.
Mr. Considine has been and remains involved as a principal in a
variety of other business activities.
</TABLE>
I-1
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<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Peter K. Kompaniez............................. Mr. Kompaniez has been Vice Chairman of the Board of Directors of
AIMCO since July 1994 and was appointed President in July 1997. Mr.
Kompaniez has also served as Chief Operating Officer of NHP
Incorporated ("NHP"), which was acquired by AIMCO in December 1997.
From 1986 to 1993, he served as President and Chief Executive
Officer of Heron Financial Corporation ("HFC"), a United States
holding company for Heron International, N.V.'s real estate and
related assets. While at HFC, Mr. Kompaniez administered the
acquisition, development and disposition of approximately 8,150
apartment units (including 6,217 units that have been acquired by
AIMCO) and 3.1 million square feet of commercial real estate.
Thomas W. Toomey............................... Mr. Toomey served as Senior Vice President -- Finance and
Administration of AIMCO from January 1996 to March 1997, when he
was promoted to Executive Vice President -- Finance and
Administration. Mr. Toomey served as Executive Vice President --
Finance and Administration until December 1999, when he was
appointed Chief Operating Officer. From 1990 until 1995, Mr. Toomey
served in a similar capacity 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>
I-2
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<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Joel F. Bonder................................. Mr. Bonder was appointed Executive Vice President, General Counsel
and Secretary of AIMCO effective December 1997. Prior to joining
AIMCO, Mr. Bonder served as Senior Vice President and General
Counsel of NHP from April 1994 until December 1997. Mr. Bonder
served as Vice President and Deputy General Counsel of NHP from
June 1991 to March 1994 and as Associate General Counsel of NHP
Incorporated from 1986 to 1991. From 1983 to 1985, Mr. Bonder
practiced with the Washington, D.C. law firm of Lane & Edson, P.C.
and from 1979 to 1983 practiced with the Chicago law firm of Ross
and Hardies. Mr. Bonder received a B.A. from the University of
Rochester and a J.D. from Washington University School of Law.
Patrick J. Foye................................ Mr. Foye was appointed Executive Vice President of AIMCO in May
1998. He is responsible for acquisitions of partnership securities,
consolidation of minority interests, and corporate and other
acquisitions. Prior to joining AIMCO, Mr. Foye was a Merger and
Acquisitions Partner in the law firm of Skadden, Arps, Slate,
Meagher & Flom LLP from 1989 to 1998 and was Managing Partner of
the firm's Brussels, Budapest and Moscow offices from 1992 through
1994. Mr. Foye is also Deputy Chairman of the Long Island Power
Authority and serves as a member of the New York State
Privatization Council. He received a B.A. from Fordham College and
a J.D. from Fordham Law School and was Associate Editor of the
Fordham Law Review.
Lance J. Graber................................ Mr. Graber was appointed Executive Vice President -- Acquisitions
of AIMCO in October 1999. His principal business function is
acquisitions. Prior to joining AIMCO, Mr. Graber was an Associate
from 1991 through 1992 and then a Vice President from 1992 through
1994 at Credit Suisse First Boston engaged in real estate financial
advisory services and principal investing. He was a Director there
from 1994 to May 1999, during which time he supervised a staff of
seven in the making of principal investments in hotel, multi-family
and assisted living properties. Mr. Graber received a B.S. and an
M.B.A. from the Wharton School of the University of Pennsylvania.
</TABLE>
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<PAGE> 13
<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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<PAGE> 14
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
James N. Bailey................................ Mr. Bailey was appointed a Director of AIMCO in 1999. In 1973, Mr.
Cambridge Associates, Inc. Bailey co-founded Cambridge Associates, Inc., which is an
1 Winthrop Square, Suite 500 investment consulting firm for nonprofit institutions and wealthy
Boston, MA 02110 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 1994. Mr.
12 Auldwood Lane Ellwood is currently Chairman of the Audit Committee and a member
Rumson, NJ 07660 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 and
199 Broadway became Chairman of the Compensation Committee on March 19, 1998.
Suite 4300 Mr. Martin is a member of the Audit Committee. Mr. Martin has
Denver, CO 80202 served as President and Chief Executive Officer of NL Industries,
Inc., a manufacturer of titanium dioxide since 1987. Mr. Martin has
served as Chairman of Tremont Corporation ("Tremont"), a holding
company operating through its affiliates Titanium Metals
Corporation ("TIMET") and NL Industries, Inc. ("NL"), since 1990
and as Chief Executive Officer and a director of Tremont since
1988. Mr. Martin has served as Chairman of TIMET, an integrated
producer of titanium since 1987 and Chief Executive Officer since
January, 1995. From 1990 until its acquisition by a predecessor of
Halliburton Company ("Halliburton") in 1994, Mr. Martin served as
Chairman of the Board and Chief Executive Officer of Baroid
Corporation, an oilfield services company. In addition to Tremont,
NL and TIMET, Mr. Martin is a director of Halliburton, which is
engaged in the petroleum services, hydrocarbon and engineering
industries, and Crown Castle International Corporation, a
communications company.
</TABLE>
I-5
<PAGE> 15
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Thomas L. Rhodes............................... Mr. Rhodes was appointed a Director of AIMCO in July 1994 and is
215 Lexington Avenue currently a member of the Audit and Compensation Committees. Mr.
4th Floor Rhodes has served as the President and Director of National Review
New York, NY 10016 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>
I-6
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
(a) Second Amended and Restated Credit Agreement, dated as of September 20,
2000, among AIMCO Properties, L.P., NHP Management Company,
AIMCO/Bethesda Holdings, Inc., Bank of America N.A. and several other
lenders. (Exhibit (e) to AIMCO's Schedule 13D for Oxford Tax Exempt
Fund II Limited Partnership, dated September 20, 2000, is incorporated
herein by this reference.)
(z)(1) Agreement of Joint Filing, among AIMCO, AIMCO-GP, and AIMCO OP.
(Previously filed with Amendment No. 5 to Schedule 13D.)
</TABLE>
