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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
Winthrop Growth Investors 1 Limited Partnership
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(Name of Subject Company (Issuer)
AIMCO Properties, L.P. -- Offeror
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(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
Limited Partnership Units
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(Title of Class Securities)
None
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(CUSIP Number of Class 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
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(Name, address, and telephone numbers of person
authorized to receive notices and communications on
behalf of filing persons)
Copy To:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
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Calculation of Filing Fee
Transaction valuation* Amount of filing fee
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$8,265,671.36 $1,653.13
* For purposes of calculating the fee only. This amount assumes the
purchase of 16,664.66 units of limited partnership interest of the
subject partnership for $496 per unit. The amount of the filing fee,
calculated in accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d)
under the Securities Exchange Act of 1934, as amended, equals 1/50th of
one percent of the aggregate of the cash offered by the bidder.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $ Filing Party:
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Form or Registration No.: Date Filed:
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[ ] going-private transaction subject to Rule 13e-3
[X] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO PROPERTIES, L.P.
84-1275721
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
6,474.34
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
6,474.34
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,474.34
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 25.18%
14. TYPE OF REPORTING PERSON
PN
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CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
84-129577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
6,474.34
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
6,474.34
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,474.34
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 25.18%
14. TYPE OF REPORTING PERSON
CO
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TENDER OFFER STATEMENT/AMENDMENT NO. 3 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) the Tender
Offer Statement on Schedule TO of AIMCO Properties, L.P. (the "AIMCO OP"),
relating to an offer to purchase units of limited partnership interest ("Units")
of Winthrop Growth Investors 1 Limited Partnership (the "Partnership"); and (b)
Amendment No. 3 to the Schedule 13D (the "Schedule 13D") of AIMCO OP, AIMCO-GP,
Inc. ("AIMCO GP") and Apartment Investment and Management Company ("AIMCO").
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The information in the "Offer to Purchase" of AIMCO
Properties, L.P., dated May 15, 2000 (the "Offer"), Exhibit (a)(1) hereto, is
incorporated herein by reference in answer to all of the Items of this Schedule
TO except as otherwise set forth below:
Item 3. Identity and Background of Filing Person.
(a) This Statement is being filed by AIMCO Properties, L.P., a
Delaware limited partnership, and, insofar as this Statement constitutes
Amendment No. 3 to the Schedule 13D, by AIMCO Properties, L.P., a Delaware
limited partnership, AIMCO-GP, Inc., a Delaware Corporation, and Apartment
Investments and Management Company, a Maryland corporation (collectively, the
"Reporting Persons"). The principal business of the Reporting Persons is the
ownership, acquisition, development, expansion and management of multi-family
apartment properties. The principal executive offices and telephone number of
the Reporting Persons are located at Colorado Center, Tower Two, 2000 South
Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222; (303) 757-8101.
During the last five years, none of the Reporting Persons nor,
to the best of their knowledge, any of the persons listed in Annex I to the
Offer (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was 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
further violations of or prohibiting activities subject to federal or state
securities laws or finding any violation with respect to such laws.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Except as described in the Offer, none of the events set forth
in Item 1005(b) of Regulation S-K has occurred.
Item 6. Purposes of the Transaction and Plans or Proposals.
Except as set forth in the Offer, none of the events set forth
in Item 1006 (c) of Regulations S-K is planned, proposed or being negotiated.
Item 7. Source and Amount of Funds or Other Consideration.
Except as set forth in the Offer, there are no alternative
plans to finance the tender offer and no plans to repay any borrowed funds used
in the tender offer.
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Item 8. Interest in Securities of the Subject Company.
AIMCO OP directly owns 6,474.34 Units, representing approximately
25.18% of the outstanding Units based on the 23,139 Units outstanding at April
24, 2000.
AIMCO GP and AIMCO may be deemed to beneficially own the Units directly
owned by AIMCO OP by each of their relationship with AIMCO OP. AIMCO GP is the
sole general partner of AIMCO OP (owning approximately 1% of the total equity
interests). AIMCO GP is a wholly owned subsidiary of AIMCO.
Accordingly, for purposes of this Statement: (i) AIMCO OP is reporting
that it shares the power to vote or direct the power to vote and the power to
dispose or direct the disposition of the 6,474.34 Units directly owned by it;
(ii) AIMCO GP is reporting that is shares the power to vote or direct the
disposition of the 6,474.34 Units owned by AIMCO OP; and (iii) AIMCO is
reporting that it shares the power to vote or direct the vote and the power to
dispose or direct the disposition of the 6,474.34 Units directly owned by AIMCO
OP.
Item 10. Financial Statements.
The financial statements included in AIMCO OP's Annual Report on Form
10-K for the year ended December 31, 1999, which are listed on the Index to
Financial Statements on page F-1 of such Report, are incorporated herein by
reference. Such report may be inspected at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549; Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can also be obtained from the Public Reference Room of
the Commission in Washington, D.C. at prescribed rates and from the Commission's
web site at www.sec.gov.
Item 12. Exhibits.
(a)(1) Offer to Purchase, dated May 15, 2000
(a)(2)(i) Letter of Transmittal and related Instructions (Annex II
to Exhibit (a)(1).)
(a)(2)(ii) Acknowledgement and Agreement.
(a)(3) Letter, dated May 15, 2000, from AIMCO OP to the limited
partners of the Partnership
(b)(1) Credit Agreement (Secured Revolving Credit Facility),
dated as of August 16, 1999, among AIMCO Properties, L.P.,
Bank of America, Bank Boston, N.A., and First Union
National Bank. (Exhibit 10.1 to AIMCO's Current Report on
Form 8-K, dated August 16, 1999, is incorporated herein by
this reference.)
(b)(2) Amended and Restated Credit Agreement, dated as of March
15, 2000, among AIMCO Properties, L.P., Bank of America,
Bank Boston, N.A., and First Union National Bank. (Exhibit
10.20 to AIMCO Properties, L.P.'s Annual Report on Form
10-K for the year ended December 31, 1999, is incorporated
herein by this reference.)
(b)(3) First Amendment to $345,000,000 Amended and Restated
Credit Agreement, dated as of April 14, 2000, among AIMCO
Properties, L.P., Bank of America, as Administrative
Agent, and U.S. Bank National Association, as Lender.
(Exhibit 10.4 to AIMCO's Current Report on Form 10-Q for
quarter ended March 31, 2000, is incorporated herein by
this reference.)
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
(z)(1) Agreement of Joint Filing, dated May 15, 2000, between
AIMCO and AIMCO OP.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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SIGNATURE
After due 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.
Date May 15, 2000 AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
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Executive Vice President
AIMCO-GP, INC.
By: AIMCO-GP, INC.
By: /s/ Patrick J. Foye
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Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
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Executive Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(1) Offer to Purchase, dated May 15, 2000
(a)(2)(i) Letter of Transmittal and related Instructions (Annex II to
Exhibit (a)(1).)
(a)(2)(ii) Acknowledgement and Agreement.
(a)(3) Letter, dated May 15, 2000, from AIMCO OP to the limited
partners of the Partnership
(b)(1) Credit Agreement (Secured Revolving Credit Facility), dated as
of August 16, 1999, among AIMCO Properties, L.P., Bank of
America, Bank Boston, N.A., and First Union National Bank.
(Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated
August 16, 1999, is incorporated herein by this reference.)
(b)(2) Amended and Restated Credit Agreement, dated as of March 15,
2000, among AIMCO Properties, L.P., Bank of America, Bank
Boston, N.A., and First Union National Bank. (Exhibit 10.20 to
AIMCO Properties, L.P.'s Annual Report on Form 10-K for the
year ended December 31, 1999, is incorporated herein by this
reference.)
(b)(3) First Amendment to $345,000,000 Amended and Restated Credit
Agreement, dated as of April 14, 2000, among AIMCO Properties,
L.P., Bank of America, as Administrative Agent, and U.S. Bank
National Association, as Lender. (Exhibit 10.4 to AIMCO's
Current Report on Form 10-Q for quarter ended March 31, 2000,
is incorporated herein by this reference.)
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
(z)(1) Agreement of Joint Filing, dated May 15, 2000, between AIMCO
and AIMCO OP.