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SUPPLEMENT TO
OFFER TO PURCHASE FOR CASH
AIMCO
AIMCO Properties, L.P.
is offering to purchase any and all units of limited partnership interests in
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
FOR $42,000 PER UNIT IN CASH
WE CONTINUE TO OFFER THE HIGHEST PRICE
Upon the terms and subject to the conditions set forth herein, we will accept
any and all units validly tendered in response to our offer. If units are
validly tendered and not properly withdrawn prior to the expiration date and the
purchase of all such units would result in there being less than 320
unitholders, we will purchase only 99% of the total number of units so tendered
by each limited partner.
Our offer is not subject to a minimum number of units being tendered.
Our offer and your withdrawal rights will expire at 5:00 P.M., New York City
time, on July 10, 2000, unless we extend the deadline.
You will not pay any partnership transfer fees if you tender your units. You
will pay any other fees and costs, including any transfer taxes.
Our offer price will be reduced for any distributions subsequently made by your
partnership prior to the expiration of our offer.
SEE "RISK FACTORS" IN THE OFFER TO PURCHASE, DATED MAY 15, 2000, FOR A
DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR
OFFER, INCLUDING THE FOLLOWING:
o We determined our original offer price of $35,686 per unit
based on valuing your partnerships property at $68,000,000 and
our increased offer price of $42,000 per unit without any
arms-length negotiations. Accordingly, our offer price may not
reflect the fair market value of your units.
o In connection with a proposed refinancing of the partnerships
only property, your partnership understands that the lender
has obtained an appraisal of the property of $82,950,000 on an
unencumbered basis.
o Your general partner and the property manager of your
partnership's property is a subsidiary of ours and, therefore,
the general partner has substantial conflicts of interest with
respect to our offer.
(continued on next page)
________________________ June 27, 2000__________________________
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(Continued from prior page)
If you desire to accept our offer, you should complete and sign the
enclosed acknowledgment and agreement in accordance with the instructions
thereto and the letter of transmittal and instructions thereto which are Annex I
to this Supplement and mail or deliver the signed acknowledgment and agreement
and any other required documents to River Oaks Partnership Services, Inc., which
is acting as Information Agent in connection with our offer, at one of its
addresses set forth on the back cover of this Supplement. You only need to
return the acknowledgment and agreement. QUESTIONS AND REQUESTS FOR ASSISTANCE
OR FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE, THE SUPPLEMENTS THERETO, OR
THE ACKNOWLEDGMENT AND AGREEMENT MAY ALSO BE DIRECTED TO THE INFORMATION AGENT
AT (888) 349-2005.
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.
Such fees would not be payable if your partnership was
liquidated.
o It is possible that we may conduct a future offer at a higher
price.
o For any units that we acquire from you, you will not receive
any future distributions from operating cash flow of your
partnership or upon a sale or refinancing of property owned by
your partnership.
o If we acquire a only a few of units, we will control the
voting decisions with respect to your partnership, including
but not limited to the removal of the general partner, most
amendments to the partnership agreement and the sale of all or
substantially all of your partnership assets.
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INTRODUCTION
On May 15, 2000, we commenced an offer to acquire all of the outstanding
units of your partnership, in exchange for $35,686 in cash per unit, net to the
seller, without interest, less the amount of distributions, if any, made by your
partnership in respect of any unit from May 15, 2000 until the expiration date.
We have now increased our offer price to $42,000. If units are validly tendered
and not properly withdrawn prior to the expiration date and the purchase of all
such units would result in there being less than 320 unitholders, we will
purchase only 99% of the total number of units so tendered by each limited
partner. Our offer is made upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated May 15, 2000, this Supplement and in the
accompanying acknowledgment and agreement.
We will pay any transfer fees imposed for the transfer of units by your
partnership. However, you will have to pay any governmental transfer taxes that
apply to your sale. You will also have to pay any fees or commissions imposed by
your broker in assisting you to tender your units, or by any custodian or other
trustee of any Individual Retirement Account or benefit plan which is the owner
of record of your units. Although the fees charged for transferring units from
an Individual Retirement Account vary, such fees are typically $25-$50 per
transaction.
We have retained River Oaks Partnership Services, Inc. to act as the
Information Agent in connection with our offer. We will pay all charges and
expenses in connection with the services of the Information Agent. The offer is
not conditioned on any minimum number of the units being tendered. However,
certain other conditions do apply. See "The Offer - Section 17. Conditions of
the Offer," in the Offer to Purchase. Under no circumstances will we be required
to accept any unit if the transfer of that unit to us would be prohibited by the
agreement of limited partnership of your partnership.
We have extended the expiration date of our offer to 5:00 p.m., New York
City time, on July 10, 2000. If you desire to accept our offer, you must
complete and sign the acknowledgment and agreement in accordance with the
instructions contained therein and the letter of transmittal and the
instructions thereto, Appendix I to this Supplement, and forward or hand deliver
the enclosed acknowledgment and agreement, together with any other required
documents, to the Information Agent. If you have already tendered your units in
accordance with any prior letter of transmittal and acknowledgment and
agreement, you need not take any further action to continue to tender your
units. You may withdraw your tender of units pursuant to the offer at any time
prior to the expiration date of our offer and, if we have not accepted such
units for payment, on or after July 17, 2000.
We expressly reserve the right, in our reasonable discretion, at any time
and from time to time, to extend the period of time during which our offer is
open and thereby delay acceptance for payment of, and the payment for, any unit.
Notice of any such extension will promptly be disseminated to you in a manner
reasonably designed to inform you of such change. Further, any extension may be
followed by a press release or public announcement which will be issued no later
than 9:00 a.m., New York City time, on the next business day after the scheduled
expiration date of our offer, in accordance with Rule 14e-1(d) under the
Securities Exchange Act of 1934.
On June 12, 2000 several unaffiliated third parties commenced a tender
offer to purchase up to 60 of the outstanding units at a purchase price which
has been increased to $41,000 per unit. The partnership and the general partner
of your partnership have provided the following information for inclusion in
this Supplement: The general partner believes that our offer is fair, the
general partner believes that you must make your own decision whether or not to
participate in any offer, based upon a number of factors, including your
financial position, your need or desire for liquidity, other financial
opportunities available to you, and your tax position and the tax consequences
to you of selling your units. However, the general partner notes that the our
offer is at the highest price of the offers and if you wish to sell your units
for cash, you should do so at the highest price. Therefore the general partner
is recommending against the unaffiliated third parties' offer. LIMITED PARTNERS
ARE URGED TO READ OUR OFFER TO PURCHASE, THE SUPPLEMENTS THERETO AND THE RELATED
MATERIALS CAREFULLY AND IN THEIR ENTIRETY BEFORE DECIDING WHETHER TO TENDER
THEIR UNITS. The general partner of your Partnership is our affiliate.