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Securities and Exchange Commission
Washington, D.C. 20547
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.1)
Riverside Park Associates Limited Partnership
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(Name of Subject Company)
Riverside Park Associates Limited Partnership
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(Names of Persons Filing Statement)
Limited Partnership Units
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(Title of Class of Securities)
None
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(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 numbers of person authorized to receive notices
and communications on behalf of the persons filing statement)
Copies to:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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The information in the Offer to Purchase of AIMCO Properties, L.P.,
dated May 15, 2000, Exhibit (a) hereto, and the Supplements to the Offer to
Purchase of AIMCO Properties, L.P., dated June 12, 2000, June 23, 2000 and June
27, 2000 Exhibit (a), (a)(1), (a)(2) and (a)(3) hereto, respectively, is
incorporated herein by reference in answer to all of the Items of this Schedule
14D-9 except as otherwise set forth below:
Item 2. Identity and Background of Filing Person.
This Schedule 14D-9 is being filed by Riverside Park Associates Limited
Partnership, a Delaware limited partnership (the "Partnership"). The
Partnership's business address is Colorado Center, Tower Two, 2000 South
Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222, and its telephone
number is (303) 757-8101. Units of limited partnership interest of the Partner
ship are the subject of the tender offer.
This Schedule 14D-9 relates to a tender offer set forth in Schedule TO
filed by MP Income Fund 15, LLC; MP Income Fund 12, LLC: Accelerated High Yield
Institutional Fund, Ltd.; Moraga Fund 1, L.P.; MacKenzie Patterson, Inc. and
Moraga Gold, LLC, dated June 12, 2000, pursuant to which the purchasers are
offering $38,000 per unit.
Item 5. Person/Assets, Retained, Employed, Compensated or Used.
Not Applicable
Item 7. Purposes of the Transaction and Plans or Proposals.
Not Applicable
Item 9. Exhibits.
(a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit (a)(1) to
Schedule TO of AIMCO Properties, L.P. dated May 15, 2000, is
incorporated herein by refer ence.)
(a)(1) Supplement to Offer to Purchase of AIMCO Properties, L.P.,
dated June 12, 2000. (Exhibit (a)(4) to Amendment No. 1 to
Schedule TO of AIMCO Properties, L.P., dated June 12, 2000, is
incorporated herein by reference.)
(a)(2) Supplement to Offer to Purchase of AIMCO Properties, L.P.,
dated June 23, 2000. (Exhibit (a)(7) to Amendment No. 2 to
Schedule TO of AIMCO Properties, L.P., dated June 23, 2000, is
incorporated herein by reference.)
(a)(3) Supplement to Offer to Purchase of AIMCO Properties, L.P.,
dated June 27, 2000. (Exhibit (a)(10) to Amendment No. 3 to
Schedule TO of AIMCO Properties, L.P., dated June 27, 2000, is
incorporated herein by reference.)
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(e) The information in the Offer to Purchase (Exhibit (a) hereto)
under the headings "The Offer-Section 11. Conflicts of
Interest and Transactions with Affiliates," "The Offer-Section
13. Certain Information Concerning Your Partner ship-Property
Management," "The Offer-Section 13. Certain Information
Concerning Your Partnership-Distributions," and "The
Offer-Section 13. Certain Information Concerning Your
Partnership- Compensation Paid to the General Partner and its
Affiliates" is hereby incorporated herein by reference.
(g) Not applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 27, 2000
RIVERSIDE PARK ASSOCIATES LIMITED
PARTNERSHIP
a Delaware limited partnership
By: Winthrop Financial Associates
Its General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit (a)(1) to
Schedule TO of AIMCO Properties, L.P. dated May 15, 2000, is
incorporated herein by refer ence.)
(a)(1) Supplement to Offer to Purchase of AIMCO Properties, L.P., dated
June 12, 2000. (Exhibit (a)(4) to Amendment No. 1 to Schedule TO
of AIMCO Properties, L.P., dated June 12, 2000, is incorporated
herein by reference.)
(a)(2) Supplement to Offer to Purchase of AIMCO Properties, L.P., dated
June 23, 2000. (Exhibit (a)(7) to Amendment No. 2 to Schedule TO
of AIMCO Properties, L.P., dated June 23, 2000, is incorporated
herein by reference.)
(a)(3) Supplement to Offer to Purchase of AIMCO Properties, L.P., dated
June 27, 2000. (Exhibit (a)(10) to Amendment No. 3 to Schedule TO
of AIMCO Properties, L.P., dated June 27, 2000, is incorporated
herein by reference.)
(e) The information in the Offer to Purchase (Exhibit (a) hereto)
under the headings "The Offer-Section 11. Conflicts of Interest
and Transactions with Affiliates," "The Offer-Section 13. Certain
Information Concerning Your Partner ship-Property Management,"
"The Offer-Section 13. Certain Information Concerning Your
Partnership-Distributions," and "The Offer-Section 13. Certain
Information Concerning Your Partnership- Compensation Paid to the
General Partner and its Affiliates" is hereby incorporated herein
by reference.
(g) Not applicable
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