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Securities and Exchange Commission
Washington, D.C. 20547
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)
Winthrop Growth Investors I Limited Partnership
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(Name of Subject Company)
Winthrop Growth Investors I Limited Partnership
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(Name of Persons Filing Statement)
Limited Partnership Units
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(Title of Class of Securities)
None
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(CUSIP Number of Class of 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) 757-8101
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(Name, address, and telephone numbers of person authorized to receive notices
and communications on behalf of the persons filing statement)
Copies 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
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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The information in the Offer to Purchase of AIMCO Properties, L.P.
dated August 30, 2001 (the "Offer") and Letter to Limited Partners dated August
30, 2001 is incorporated herein by reference in answer to all of the Items of
this Schedule 14D-9 except as otherwise set forth below:
Item 2. Identity and Background of Filing Person.
This Schedule 14D-9 is being filed by Winthrop Growth Investors I
Limited Partnership, a Massachusetts limited partnership (the "Partnership").
The Partnership's business address is Colorado Center, Tower Two, 2000 South
Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222, and its telephone
number is (303) 757-8101. Limited partnership units of the Partnership are the
subject of the tender offer.
Item 9. Exhibits.
(a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit 1 to
Schedule TO of AIMCO Properties, L.P. dated August 30, 2001, is
incorporated herein by reference.)
(b) Letter to Limited Partners dated August 30, 2001 (Exhibit 4 to
Schedule TO of AIMCO Properties, L.P. dated August 30, 2001, is
incorporated herein by reference.)
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SIGNATURE
After reasonable 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.
Dated: August 30, 2001
WINTHROP GROWTH INVESTORS I
LIMITED PARTNERSHIP, a Massachusetts
limited partnership
By: TWO WINTHROP PROPERTIES, INC.
Its Managing General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
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(a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit 1 to
Schedule TO of AIMCO Properties, L.P. dated August 30, 2001, is
incorporated herein by reference.)
(b) Letter to Limited Partners dated August 30, 2001 (Exhibit 4 to
Schedule TO of AIMCO Properties, L.P. dated August 30, 2001, is
incorporated herein by reference.)
</Table>
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