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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 3
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 20, 2000
AIMCO PROPERTIES, L.P.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-24497 84-1275621
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
COLORADO CENTER, TOWER TWO, 2000 SOUTH COLORADO BOULEVARD,
SUITE 2-1000, DENVER, CO 80222-4348
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 757-8101
NOT APPLICABLE
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(Former name or Former Address, if Changed Since Last Report)
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The undersigned registrant hereby further amends the following items of
its Current Report on Form 8-K, dated September 20, 2000, as set forth below:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(b) Pro Forma Financial Information.
The required pro forma financial information is included as Exhibit 99.7 to
this Report and incorporated herein by this reference.
(c) Exhibits
The following exhibits are filed with this report:
Number Description
2.1 Agreement and Plan of Merger, dated as of November
29, 2000, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P.,
AIMCO/OTEF, LLC and Oxford Tax Exempt Fund II Limited
Partnership. (Incorporated by reference to Annex A to
the Preliminary Prospectus/Information Statement
originally included in the Form S-4 Registration
Statement (file No. 333-51154 ) of Apartment
Investment and Management Company filed on December
1, 2000).
23.1 Consent of Reznick Fedder & Silverman. (Incorporated
by reference to Exhibit 23.1 to Amendment No. 1 to
the Current Report on Form 8-K of Apartment
Investment and Management Company, dated December 4,
2000).
23.2 Consent of PricewaterhouseCoopers LLP. (Incorporated
by reference to Exhibit 23.2 to Amendment No. 1 to
the Current Report on Form 8-K of Apartment
Investment and Management Company, dated December 4,
2000).
99.1 Combined financial statements of Oxford Holding
Corporation and Subsidiaries, Oxford Realty Financial
Group, Inc. and Subsidiaries, AIMCO Entities and
Oxford Equities Corporation III for the year ended
December 31, 1999 and the eight months ended August
31, 2000 and 1999 (unaudited), together with the
Report of Independent Auditors. (Incorporated by
reference to Exhibit 99.1 to Amendment No. 1 to the
Current Report on Form 8-K of Apartment Investment
and Management Company, dated December 4, 2000).
99.2 Combined financial statements of ORFG Operations,
L.L.C. and Subsidiary for the year ended December 31,
1999 and the eight months ended August 31, 2000 and
1999 (unaudited), together with the Report of
Independent Auditors. (Incorporated by reference to
Exhibit 99.2 to Amendment No. 1 to the Current Report
on Form 8-K of Apartment Investment and Management
Company, dated December 4, 2000).
99.3 Combined financial statements of OXPARC L.L.C. for
the year ended December 31, 1999 and the eight months
ended August 31, 2000 and 1999 (unaudited), together
with the Report of Independent Auditors.
(Incorporated by reference to Exhibit 99.3 to
Amendment No. 1 to the Current Report on Form 8-K of
Apartment Investment and Management Company, dated
December 4, 2000).
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99.4 Combined financial statements of Oxford Realty
Financial Group Properties (Oxford Properties) for
the year ended December 31, 1999 and the eight months
ended August 31, 2000 and 1999 (unaudited), together
with the Report of Independent Auditors.
(Incorporated by reference to Exhibit 99.4 to
Amendment No. 1 to the Current Report on Form 8-K of
Apartment Investment and Management Company, dated
December 4, 2000).
99.5 Financial Statements of Oxford Tax Exempt Fund II
Limited Partnership for the year ended December 31,
1999, together with the Report of Independent
Auditors. (Incorporated by reference to Item 8 of
Part II of the Annual Report on Form 10-K of Oxford
Tax Exempt Fund II Limited Partnership for the year
ended December 31, 1999).
99.6 Financial Statements of Oxford Tax Exempt Fund II
Limited Partnership for the nine months ended
September 30, 2000 (unaudited). (Incorporated by
reference to Item I of Part I of the Quarterly Report
on Form 10-Q of Oxford Tax Exempt Fund II Limited
Partnership for the quarter ended September 30,
2000).
99.7 Pro Forma Financial Information of AIMCO Properties,
L.P.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: February 28, 2001
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.
its General Partner
By: /s/ Paul J. McAuliffe
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Paul J. McAuliffe
Executive Vice President and
Chief Financial Officer
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INDEX EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of November 29, 2000,
by and among Apartment Investment and Management Company,
AIMCO Properties, L.P., AIMCO/OTEF, LLC and Oxford Tax Exempt
Fund II Limited Partnership. (Incorporated by reference to
Annex A to the Preliminary Prospectus/Information Statement
originally included in the Form S-4 Registration Statement
(file No. 333-51154 ) of Apartment Investment and Management
Company filed on December 1, 2000).
23.1 Consent of Reznick Fedder & Silverman. (Incorporated by
reference to Exhibit 23.1 to Amendment No. 1 to the Current
Report on Form 8-K of Apartment Investment and Management
Company, dated December 4, 2000).
23.2 Consent of PricewaterhouseCoopers LLP. (Incorporated by
reference to Exhibit 23.2 to Amendment No. 1 to the Current
Report on Form 8-K of Apartment Investment and Management
Company, dated December 4, 2000).
99.1 Combined financial statements of Oxford Holding Corporation
and Subsidiaries, Oxford Realty Financial Group, Inc. and
Subsidiaries, AIMCO Entities and Oxford Equities Corporation
III for the year ended December 31, 1999 and the eight months
ended August 31, 2000 and 1999 (unaudited), together with the
Report of Independent Auditors. (Incorporated by reference to
Exhibit 99.1 to Amendment No. 1 to the Current Report on Form
8-K of Apartment Investment and Management Company, dated
December 4, 2000).
99.2 Combined financial statements of ORFG Operations, L.L.C. and
Subsidiary for the year ended December 31, 1999 and the eight
months ended August 31, 2000 and 1999 (unaudited), together
with the Report of Independent Auditors. (Incorporated by
reference to Exhibit 99.2 to Amendment No. 1 to the Current
Report on Form 8-K of Apartment Investment and Management
Company, dated December 4, 2000).
99.3 Combined financial statements of OXPARC L.L.C. for the year
ended December 31, 1999 and the eight months ended August 31,
2000 and 1999 (unaudited), together with the Report of
Independent Auditors. (Incorporated by reference to Exhibit
99.3 to Amendment No. 1 to the Current Report on Form 8-K of
Apartment Investment and Management Company, dated December 4,
2000).
99.4 Combined financial statements of Oxford Realty Financial Group
Properties (Oxford Properties) for the year ended December 31,
1999 and the eight months ended August 31, 2000 and 1999
(unaudited), together with the Report of Independent Auditors.
(Incorporated by reference to Exhibit 99.4 to Amendment No. 1
to the Current Report on Form 8-K of Apartment Investment and
Management Company, dated December 4, 2000).
99.5 Financial Statements of Oxford Tax Exempt Fund II Limited
Partnership for the year ended December 31, 1999, together
with the Report of Independent Auditors. (Incorporated by
reference to Item 8 of Part II of the Annual Report on Form
10-K of Oxford Tax Exempt Fund II Limited Partnership for the
year ended December 31, 1999).
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99.6 Financial Statements of Oxford Tax Exempt Fund II Limited
Partnership for the nine months ended September 30, 2000
(unaudited). (Incorporated by reference to Item I of Part I of
the Quarterly Report on Form 10-Q of Oxford Tax Exempt Fund II
Limited Partnership for the quarter ended September 30, 2000).
99.7 Pro Forma Financial Information of AIMCO Properties, L.P.
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