SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. )*
Ambassador Apartments, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class and Securities)
02316A 10 2
(CUSIP Number)
Terry Considine Copy to:
AIMCO Properties, L.P. Patrick J. Foye, Esq.
1873 South Bellaire Street Skadden, Arps et al.
17th Floor 919 Third Avenue
Denver, Colorado 80222 New York, New York 10022
(303) 757-8101 (212) 735-2274
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 4, 1997
(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 which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box: ( )
_________________________
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP No. 02316A 10 2 13D
______________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AIMCO Properties, L.P.
I.R.S. # 84-1259577
______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
______________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________
(4) SOURCE OF FUNDS*
WC
______________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
______________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
______________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 886,600
SHARES _______________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH _______________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 886,600
WITH _______________________________________
(10) SHARED DISPOSITIVE POWER
0
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
886,600
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.45%
______________________________________________________________________
(14) TYPE OF REPORTING PERSON*
PN
______________________________________________________________________
ITEM 1: SECURITY AND ISSUER
The Statement relates to the common stock, $.01 par value
per share ("Common Stock"), of Ambassador Apartments,
Inc. (the "Issuer") which has its principal executive
office at 77 West Wacker Drive, Suite 400, Chicago,
Illinois 60601.
ITEM 2: IDENTITY AND BACKGROUND
This Statement is being filed by AIMCO Properties,
L.P., a Delaware limited partnership ("Properties").
Properties is managed by AIMCO-GP Inc., a Delaware
corporation, its sole general partner and holder of a
majority of its partnership interests. AIMCO-GP Inc. is
a subsidiary of Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"). The
executive office of both Properties and AIMCO is 1873
South Bellaire Street, 17th Floor, Denver, Colorado
80222. The principal business of Properties is to own
and operate multi-family residential properties. The
principal business of AIMCO-GP, Inc. is to act as the
sole general partner of Properties. Certain
information concerning the directors and executive
officers of AIMCO GP, Inc., which persons, as executive
officers of its general partner, may be deemed to
control the management of Properties is set forth in
Appendix A hereto.
(a-c) Not applicable.
(d) AND (e) To the best knowledge of Properties, none
of the persons listed in Appendix A hereto have, during
the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been 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 future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with
respect to such laws.
(f) Not applicable.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate amount of funds used in acquiring the
Common Stock reported herein was approximately
$19,828,300. All funds used in acquiring the Common
Stock were obtained from the working capital of
Properties.
ITEM 4: PURPOSE OF TRANSACTION
On August 25, 1997, the Issuer issued a press release
that stated among other things, the following:
"It has become apparent to Ambassador
Apartments, Inc. (NYSE: AAH) that the
estimates of securities analysts for the
company's Funds From Operations ("FFO") for
1997 are higher than Ambassador's internal
projections. Normally, Ambassador Apartments,
Inc. does not make public announcements of
its earnings projections or comment on
analysts' estimates. However, in this case
the company will, as an exception, make a
public announcement. For the calendar year
1997, the company currently anticipates that
its FFO per fully converted, fully diluted
average outstanding common share will be in
the range of $1.87-$1.91, without giving
effect to any future acquisitions,
dispositions or other capital events. The
company does not expect to close any
acquisitions in the third quarter, and does
not expect that acquisitions closed in the
fourth quarter, if any, will have a
significant effect on 1997 FFO."
"As the company evaluated these factors, and
considered its own portfolio of 15,782
apartments and the price of its stock, the
company has had contact with, and expects to
retain expeditiously, an investment banker to
assist the company in evaluating and
implementing strategies to maximize
shareholder value."
Subsequent to the issuance of this press release, the
trading price of the Issuer's Common Stock declined.
From August 29, 1997 through September 5, 1997,
Properties acquired shares of Common Stock for
investment purposes. Properties intends to review,
from time to time, its investment in the Common Stock
with respect to, among other things, the financial
performance of the Issuer, the market for and the price
of the Common Stock, the strategies implemented by the
Issuer to maximize shareholder value, and other general
market and investment conditions, and may, based on
such review, purchase shares of Common Stock or units
of limited partnership interest in Ambassador
Apartments, L.P., or sell shares of Common Stock.
Except as set forth above, Properties does not have any
present plans or intentions which would result in or
relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, the 886,600 shares of
Common Stock owned by Properties represent
approximately 8.45% of the shares of Common Stock
outstanding based on the Issuer's latest Form 10-Q.
(b) Properties, at the direction of its sole general
partner, AIMCO-GP Inc., has sole power to vote or to
direct the vote of the Common Stock owned by it and the
sole power to dispose or to direct the disposition of
the Common Stock owned by it.
(c) During the last sixty days, Properties made the
following purchases of Common Stock in the open market:
Date Number of shares Price Per Share
---- ---------------- ---------------
8/29/97 25,000 $22.00
9/4/97 761,600 22.375
9/5/97 100,000 22.375
(d) AND (e) Not applicable.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
None.
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: September 15, 1997 AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.
Its: General Partner
By: /s/ Peter K. Kompaniez
-----------------------------
Name: Peter K. Kompaniez
Title: Executive Vice President
APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS OF AIMCO AND AIMCO-GP, INC.
1. DIRECTORS AND EXECUTIVE OFFICERS OF AIMCO. The
names and positions of the executive officers and directors of
AIMCO are set forth below. Unless otherwise indicated, the
business address of each executive officer and director is 1873
South Bellaire Street, 17th Floor, Denver, Colorado 80222. Each
executive officer and director is a citizen of the United States
of America.
NAME POSITION
---- --------
Terry Considine Chairman of the Board of Directors
Peter K. Kompaniez Vice Chairman, President and Director
Steven D. Ira Executive Vice President - START
Thomas W. Toomey Executive Vice President - Finance and
Administration
David L. Williams Executive Vice President - Property
Operations
Robert Hiner Executive Vice President - Property
Management
Leeann Morein Senior Vice President, Chief Financial
Officer and Secretary
Scott Wesson Senior Vice President - Chief Information
Officer
Patricia K. Heath Vice President and Chief Accounting
Officer
Harry G. Alcock Vice President - Acquisitions
Richard S. Ellwood Independent Director; Chairman, Audit
Committee
J. Landis Martin Independent Director
Thomas L. Rhodes Independent Director; Chairman, Compensation
Committee
John D. Smith Independent Director
2. DIRECTORS AND EXECUTIVE OFFICERS OF AIMCO-GP, INC.
The sole general partner of AIMCO Properties, L.P. is AIMCO-GP,
Inc. The names and positions of the executive officers and
directors of the AIMCO-GP, Inc. are set forth below. Unless
otherwise indicated, the business address of each executive
officer and director is 1873 South Bellaire Street, 17th Floor,
Denver, Colorado 80222. Each executive officer and director is
a citizen of the United States of America.
NAME POSITION
---- --------
Terry Considine Chairman of the Board of Directors, President
and Chief Executive Officer
Peter K. Kompaniez Executive Vice President and Director
Thomas W. Toomey Vice President
Harry G. Alcock Vice President
John Alioto Vice President of California Property
Management Operations
Leeann Morein Chief Financial Officer and Secretary
Patricia K. Heath Assistant Secretary
3. BIOGRAPHICAL INFORMATION. The following is a
biographical summary of the experience of the current directors
and executive officers of AIMCO for the past five years or more.
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
Terry Considine Mr. Considine has been Chairman of the
Board of Directors of AIMCO since July
1994. From July 1994 to July 1997, Mr.
Considine also served as President of
AIMCO. He is the sole owner of Considine
Investment Co. and prior to July 1994 was
owner of approximately 75% of Property
Asset Management, L.L.C., a Colorado
limited liability company, and its related
entities (collectively, "PAM"), one of
AIMCO's predecessors. On October 1, 1996,
Mr. Considine was appointed Co-Chairman
and director of Asset Investors Corp. and
Commercial Asset Investors, Inc., two
other public real estate investment
trusts, and appointed a director of
Financial Assets Management, LLC, a real
estate investment trust manager. Mr.
Considine has been involved as a principal
in a variety of real estate activities,
including the acquisition, renovation,
development and disposition of properties.
Mr. Considine has also controlled entities
engaged in other businesses such as
television broadcasting, gasoline
distribution and environmental
laboratories. Mr. Considine received a
B.A. from Harvard College, a J.D. from
Harvard Law School and is admitted as a
member of the Massachusetts Bar. He served
as a Colorado State Senator from 1987-1992
and in 1992 was the Republican nominee for
election to the United States Senate from
Colorado.
Peter K. Kompaniez Mr. Kompaniez has been President of
AIMCO since July 1997, and Vice Chairman
and a Director of AIMCO since July 1994.
Since September 1993 Mr. Kompaniez has
owned 75% of PDI Realty Enterprises,
Inc., a Delaware corporation ("PDI"),
one of AIMCO's predecessors, and serves
as its President and Chief Executive
Officer. 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 the Company) and 3.1 million
square feet of commercial real estate.
Prior to joining HFC, Mr. Kompaniez was
a senior partner with the law firm of
Loeb and Loeb where he had extensive
real estate and REIT experience. Mr.
Kompaniez received a B.A. from Yale
College and a J.D. from the University
of California (Boalt Hall).
Steven D. Ira Mr. Ira has served as Executive Vice
President of AIMCO since July 1994. From
1987 until July 1994, he served as
President of 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
Manager (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 Metro Denver. Mr. Ira
received a B.S. from Metropolitan State
College in 1975.
Thomas W. Toomey Mr. Toomey has served as Senior Vice
President - Finance and Administration
of AIMCO since January 1996 and was
promoted to Executive Vice President -
Finance and Administration in March
1997. From 1990 until 1995, Mr. Toomey
served in a similar capacity with
Lincoln Property Company ("LPC") as well
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. From
1981 to 1983, Mr. Toomey was on the
audit staff of Kenneth Leventhal &
Company. Mr. Toomey received a B.S. in
Business Administration/Finance from
Oregon State University and is a
Certified Public Accountant.
David L. Williams Mr. Williams has been Executive Vice
President - Property Operations of AIMCO
since January 1997. Prior to joining
AIMCO, Mr. Williams was Senior Vice
President of Operations at Evans
Withycombe Residential, Inc. from
January 1996 to January 1997.
Previously, he was Executive Vice
President at Equity Residential
Properties Trust from October 1989 to
December 1995. He has served on
National Multi-Housing Council Boards
and NAREIT committees. Mr. Williams
also served as Senior Vice President of
Operations and Acquisitions of US
Shelter Corporation from 1983 to 1989.
Mr. Williams has been involved in the
management, development and acquisition
of real estate properties since 1973.
Mr. Williams received his B.A. in
education and administration from the
University of Washington in 1967.
Robert Hiner Mr. Hiner has served as Executive Vice
President - Property Management of AIMCO
since July 1997. Mr. Hiner has served
as Executive Vice President of The
National Housing Partnership ("NHP")
since October 1993 with responsibility
for all property operations. He
previously served as Senior Vice
President of NHP Management Company from
1991 to 1993. During 1990 Mr. Hiner
served as President of Shadwell-
Jefferson Property Management, Inc., a
property management company formed to
manage 71 shopping centers in the
midwestern and southern United States.
From 1986 to 1990, he served as
President of Cardinal Apartment
Management Group, Inc., where he was
responsible for the management of 55,000
apartments. Prior to 1986, Mr. Hiner
was with Kaiser Aluminum and Chemical
Corporation for five years, and served
five years as an officer in the U.S.
Marine Corps. Mr. Hiner is a graduate
of the University of Virginia and holds
an M.B.A. from Capital University.
Leeann Morein Ms. Morein has served as Senior Vice
President, Chief Financial Officer and
Secretary of AIMCO since July 1994. From
September 1990 to March 1994, Ms. Morein
served as Chief Financial Officer of the
real estate subsidiaries of California
Federal Bank, including the general
partner of CF Income Partners, L.P., a
publicly-traded master limited
partnership. Ms. Morein joined
California Federal in September 1988 as
Director of Real Estate Syndications
Accounting and became Vice President -
Financial Administration in January
1990. From 1983 to 1988, Ms. Morein was
Controller of Storage Equities, Inc., a
real estate investment trust, and from
1981 to 1983, she was Director of
Corporate Accounting for Angeles
Corporation, a real estate syndication
firm. Ms. Morein worked on the audit
staff of Price Waterhouse from 1979 to
1981. Ms. Morein received a B.A. from
Pomona College and is a Certified Public
Accountant.
Scott Wesson Mr. Wesson has served as Senior Vice
President - Chief Information Officer of
AIMCO since July 1997. From 1994 until
1997, Mr. Wesson served as Vice
President of Information Services at
Lincoln Property Company, where he was
responsible for information systems
infrastructure, technology planning and
business process re-engineering. From
1992 to 1994, Mr. Wesson served in the
role of Director of Network Services for
Lincoln Property Company, where he was
responsible for the design and
deployment of the company's Wide Area
Network and Local Area Networks,
comprising over 2,500 workstations in
over 40 locations nationwide. From 1988
to 1992, he was a systems consultant
with Automatic Data Processing involved
in design, planning and deployment of
financial and human resources systems
for several major, multinational
organizations. From 1984 to 1987, he
was a Senior Analyst with Federated
Department Stores, Inc. involved in
planning and distribution. Mr. Wesson
received his B.S. from the University of
Texas in 1984.
Patricia K. Heath Ms. Heath has served as Vice
President and Chief Accounting
Officer of AIMCO since July 1994.
From 1992 until July 1994, Ms.
Heath served as Manager of
Accounting, then Chief Financial
Officer of HFC and, effective
September 1993, as Chief Financial
Officer of PDI. She had
responsibility for all internal and
external financial reporting, cash
management and budgeting for HFC,
its subsidiaries, related joint
ventures and partnerships and for
PDI. Ms. Heath brings 15 years of
real estate accounting experience
to AIMCO, having served as
Controller for the real estate
investment, development and
syndication firms of Guilford
Glazer & Associates from 1990 to
1992, Ginarra Holdings, Inc. from
1984 to 1990, and Fox & Carskadon
Financial Corporation from 1980 to
1983. Ms. Heath worked from 1978 to
1980 as an auditor with Deloitte,
Haskins and Sells. She received her
B.S. in Business from California
State University at Chico and is a
Certified Public Accountant.
Harry Alcock Mr. Alcock has served as Vice President
of AIMCO since July 1996, with
responsibility for acquisition and
financing activities 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
acquisitions and development. From 1987
to 1988, Mr. Alcock worked for Ford
Aerospace Corp. He received his B.S.
from San Jose State University.
Richard S. Ellwood Mr. Ellwood was appointed a Director of
AIMCO in July 1994 and is currently
Chairman of the Audit 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 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 a Director of Corporate Realty
Income Trust and FelCor Suite Hotels,
Inc. He is a registered investment
advisor.
J. Landis Martin Mr. Martin was appointed a Director
of AIMCO in July 1994. Mr. Martin
has served as President, Chief
Executive Officer and a Director of
NL Industries, Inc., a manufacturer
of specialty chemicals, since 1987.
Since 1988, he has served as the
President and Chief Executive
Officer of Tremont Corporation, an
integrated producer of titanium
metals. Mr. Martin has also served
as a Director and the Chairman of
the Board of Directors of Tremont
Corporation since August 1990. From
December 1988 until January 1994,
he served as Chairman of the Board
of Directors of Baroid Corporation,
an oilfield services company. In
January 1994, Baroid Corporation
became a wholly owned subsidiary of
Dresser Industries, Inc. and
Mr. Martin currently serves as a
Director of Dresser Industries, Inc.
Mr. Martin also serves as President
and Chief Executive Officer of Titanium
Metals Corporation, an integrated
producer of titanium.
Thomas L. Rhodes Mr. Rhodes was appointed a Director of
AIMCO in July 1994 and is currently
Chairman of the Compensation Committee.
Mr. Rhodes has served as the President
and a director of National Review since
1992. From 1976 to 1992, Mr. Rhodes
served in various positions at Goldman,
Sachs & Co. and was elected a General
Partner in 1986. Mr. Rhodes also served
as a Director of Underwriters
Reinsurance Corporation from 1987 to
1993 and was a member of the Advisory
Board of TransTerra Co. during 1993. He
currently serves as Co-Chairman and
director of Financial Assets Management,
LLC and its subsidiaries, and as a
director of Delphi Financial Group, Inc.
and its subsidiaries, The Lynde and
Harry Bradley Foundation, and the
Reserve Special Portfolio Trusts. Mr.
Rhodes is Chairman of the Empire
Foundation for Policy Research, a
Trustee of the Heritage Foundation, a
Trustee of the Manhattan Institute, a
Board Member of the National Center for
Neighborhood Enterprise and a Member of
the Council on Foreign Relations.
John D. Smith Mr. Smith was appointed a Director of
AIMCO in November 1994. Mr. Smith is
Principal and President of John D. Smith
Developments. Mr. Smith has been a
shopping center developer, owner and
consultant for over 8.6 million square
feet of shopping center projects
including Lenox Square in Atlanta,
Georgia. Mr. Smith is a Trustee and
former President of the International
Council of Shopping Centers and was
selected to be a member of the American
Society of Real Estate Counselors. Mr.
Smith served as a Director for
Pan-American Properties, Inc. (National
Coal Board of Great Britain) formerly
known as Continental Illinois
Properties. He also serves as a director
of American Fidelity Assurance Companies
and is retained as an advisor by Shop
System Study Society, Tokyo, Japan.
