RIVERSIDE PARK ASSOCIATES LP
SC 14D9, 2000-05-16
OPERATORS OF APARTMENT BUILDINGS
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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. __)

                  Riverside Park Associates Limited Partnership
- --------------------------------------------------------------------------------
                            (Name of Subject Company)

                  Riverside Park Associates Limited Partnership
- --------------------------------------------------------------------------------
                       (Names of Persons Filing Statement)

                            Limited Partnership Units
- --------------------------------------------------------------------------------
                         (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 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 this (the "Offer") "Offer to Purchase of AIMCO
Properties, L.P., dated May 15, 2000, Exhibit (a) hereto, 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 of the Partnership are
the subject of the tender offer.

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 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 Partnership-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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<PAGE>   3




                                    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:  May 15, 2000


                                        RIVERSIDE PARK ASSOCIATES LIMITED
                                        PARTNERSHIP
                                        a Delaware limited partnership

                                        By:  Winthrop Financial Associates
                                             Its General Partner

                                        By:  /s/ Patrick J. Foye
                                             -----------------------------------
                                             Patrick J. Foye
                                             Executive Vice President







                                        3

<PAGE>   4


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

    EXHIBIT NO.      DESCRIPTION
    -----------      -----------
<S>               <C>
         (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 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 Partnership-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
</TABLE>






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