1
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
(AMENDMENT NO. 1)
(FINAL AMENDMENT)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
Winthrop Growth Investors I 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
- --------------------------------------------------------------------------------
(CUSIP Number of Class Securities)
Patrick J. Foye
Executive Vice President
Apartment Investment And Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8081
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Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
Copy To:
Gregory M. Chait
Katherine M. Koops
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., Sixteenth Floor
Atlanta, Georgia 30303
(404) 572-6600
Calculation of Filing Fee
Transaction valuation* Amount of filing fee
---------------------- --------------------
$6,514,088 $1,303(previously paid)
* For purposes of calculating the fee only. This amount assumes the purchase
of 14,475.75 units of limited partnership interest of the subject
partnership for $450.00 per unit. The amount of the filing fee 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:
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 [ ] going-private transaction subject
to Rule 14d-1 to Rule 13e-3
[ ] issuer tender offer subject to [X] amendment to Schedule 13D under
Rule 13e-4 Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
2
CUSIP No. NONE
1. NAME OF REPORTING PERSON(S) 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
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
9,045.25 Units
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
9,045.25 Units
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,045.25 Units
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 39.09%
11. TYPE OF REPORTING PERSON
PN
3
CUSIP No. NONE
1. NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
AIMCO-GP, INC.
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
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
9,045.25 Units
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
9,045.25 Units
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,045.25 Units
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 39.09%
11. TYPE OF REPORTING PERSON
CO
4
CUSIP No. NONE
1. NAME OF REPORTING PERSON(S) 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
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
9,045.25 Units
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
9,045.25 Units
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,045.25 Units
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 39.09%
11. TYPE OF REPORTING PERSON
CO
5
TENDER OFFER STATEMENT/ AMENDMENT NO. 8 TO SCHEDULE 13D
This is the Final Amendment to the Tender Offer Statement on Schedule TO
relating to the tender offer by AIMCO Properties, L.P., a Delaware limited
partnership, to purchase all of the outstanding units, or such lesser number of
units as are properly tendered, of limited partnership interest of Winthrop
Growth Investors I Limited Partnership, a Massachusetts limited partnership
(the "Partnership"), at a price of $450.00 per unit, subject to the conditions
set forth in the Offer to Purchase dated February 5, 2001, and in the related
Letter of Transmittal and Acknowledgment and Agreement, which, as amended and
supplemented from time to time, together constituted the tender offer.
At 5:00 p.m. on March 6, 2001, the offer expired pursuant to its terms. A
total of 352 units, representing approximately 1.52% of the outstanding units,
were validly tendered and not withdrawn pursuant to the offer. AIMCO Properties
has accepted for payment all of those units at a price of $450 per unit.
6
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: March 29, 2001
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: /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