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Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-60355
Prospectus Supplement To
Prospectus Supplement dated March 31, 1999
To Prospectus dated March 26, 1999
AIMCO PROPERTIES, L.P.
ADDENDUM TO LETTER OF TRANSMITTAL
FOR ARIZONA RESIDENTS ONLY
AIMCO Properties, L.P.
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
THIS ADDENDUM TO THE LETTER OF TRANSMITTAL OF AIMCO PROPERTIES, L.P.
MUST BE SIGNED AND RETURNED TO THE INFORMATION AGENT IN ORDER TO ELECT TO
RECEIVE PARTNERSHIP COMMON UNITS OR CLASS TWO PARTNERSHIP PREFERRED UNITS OF
AIMCO PROPERTIES, L.P. PURSUANT TO A PROSPECTUS DATED MARCH 26, 1999 AND A
PROSPECTUS SUPPLEMENT DATED MARCH 31, 1999.
The offer set forth in the Prospectus Supplement, dated March 31, 1999,
is subject to a number of risks, including the following:
o As disclosed in the enclosed Prospectus, dated March 26, 1999, in
September, 1998, Moody's Investors Service ("Moody's") revised
its outlook for the ratings of Apartment Investment and Management
Company ("AIMCO") from stable to negative to reflect its concerns
surrounding AIMCO's ability to successfully implement its
financial strategy while maintaining a prudent capital structure
as a result of more difficult general capital market conditions
that then existed. Moody's then noted that AIMCO's access to the
public markets may prove challenging in light of the volatility in
both the equity and capital markets for REITs. At the same time,
Moody's confirmed its existing rating on AIMCO's preferred
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stock and senior debt. In 1998, Duff & Phelp's Credit Rating Co.
("Duff & Phelp's") placed its ratings of AIMCO on its rating
watch. Duff & Phelp's subsequently removed AIMCO from its rating
watch.
April 8, 1999
In February 1999, Moody's assigned a rating of BA3 and Duff &
Phelp's assigned a rating of BB to the $125,000,000 of Class K
Cumulative Convertible Preferred Stock issued by AIMCO in an
underwritten public offering.
o Your general partner is a subsidiary of ours and, therefore, has
substantial conflicts of interest with respect to our offer.
o We are making this offer with a view to making a profit, and,
therefore, there is a conflict between our desire to purchase your
units at a low price and your desire to sell your units at a high
price.
o Continuation of your partnership will result in our affiliates
continuing to receive management fees from your partnership which
would not be payable if your partnership was liquidated.
o It is possible that we may conduct a subsequent offer at a higher
price more than one year after expiration of this offer.
o Unlike your partnership, our policy is to reinvest proceeds from
the sale of our properties or refinancing of our indebtedness.
o We may change our investment, acquisition or financing policies
without a vote of our securityholders.
o If you acquire our securities, your investment will change from
holding an interest in a one or a few properties to holding an
interest in our large portfolio of properties, thereby
fundamentally changing the nature of your investment.
o We cannot predict when the property owned by your partnership may
be sold.
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SIGNATURE BOX
Please sign exactly as your name is printed on the front of the Letter of
Transmittal. For joint owners, each joint owner must sign.
X
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(SIGNATURE OF OWNER)
X
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(SIGNATURE OF JOINT OWNER)
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