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. 1)*
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)
December 15, 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: ( )
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
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*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
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AIMCO Properties, L.P.
I.R.S. # 84-1259577
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(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
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
886,600
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.40%
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(14) TYPE OF REPORTING PERSON*
PN
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This Amendment No. 1 amends and supplements the following
Items of the Schedule 13D of AIMCO Properties, L.P. (the "Reporting
Person") filed on September 15, 1997 with the Securities and Exchange
Commission with respect to the common stock, $.01 par value per share
("Common Stock"), of Ambassador Apartments, Inc. (the "Issuer"). Unless
otherwise indicated, all capitalized terms used but not defined herein
have the meanings set forth in the Schedule 13D.
ITEM 4: PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented to include the
following:
On October 20, 1997, the Issuer's agent, Merrill Lynch
& Co. ("Merrill Lynch"), contacted various persons, including
AIMCO, to seek non-binding, preliminary indications of interest
from those parties wishing to continue to pursue a strategic
transaction with the Issuer.
On October 30, 1997, AIMCO responded with a letter,
addressed to Merrill Lynch, proposing to purchase all outstanding
Common Stock and outstanding partnership units of the Issuer for a
combination of cash and common stock of AIMCO or OP Units of AIMCO
Operating Partnership.
Subsequently, AIMCO made a proposal to acquire all of
the outstanding shares of the Issuer's common stock not owned by
AIMCO in a merger transaction in which AIMCO would issue shares of
its Class A Common Stock, par value $0.01 per share, in exchange
for the Issuer's common stock. AIMCO is in active negotiations with
Ambassador with respect to such proposal. Although no agreement has
yet been reached for the definitive terms of any such transaction
and AIMCO has been advised that the Issuer is evaluating other
proposals, it is possible that AIMCO and Ambassador could enter
into a definitive agreement with respect to an acquisition in the
near future. There can be no assurance, however, that AIMCO will be
able to reach such an agreement, or that, if any agreement is
entered into, that such a transac tion will occur. Any such
transaction would be subject to a number of conditions, including
approval by the stockholders of the Issuer.
* * * * *
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: December 16, 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
