1 Securities and Exchange Commission Washington, D.C. 20547 SCHEDULE 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Riverside Park Associates Limited Partnership -------------------------------------------------------------------------------- (Name of Subject Company) Riverside Park Associates Limited Partnership -------------------------------------------------------------------------------- (Name of Persons Filing Statement) Limited Partnership Units -------------------------------------------------------------------------------- (Title of Class of Securities) None -------------------------------------------------------------------------------- (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 -------------------------------------------------------------------------------- (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. 1 2 The information in the Offer to Purchase of AIMCO Properties, L.P. dated August 29, 2001 (the "Offer"), the Supplement thereto, filed September 21, 2001, and Letter to Limited Partners dated August 29, 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 Riverside Park Associates Limited Partnership, a Delaware 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 29, 2001, is incorporated herein by reference.) (b) Letter to Limited Partners dated August 29, 2001 (Exhibit 4 to Schedule TO of AIMCO Properties, L.P. dated August 29, 2001, is incorporated herein by reference.) (c) Supplement to Offer to Purchase, dated September 21, 2001 (Exhibit 7 to the Schedule TO/A of AIMCO Properties, L.P. dated September 20, 2001, is incorporated herein by reference.) 2 3 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: September 21, 2001 RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership By: WINTHROP FINANCIAL ASSOCIATES, A LIMITED PARTNERSHIP Its General Partner By: /s/ Patrick J. Foye --------------------------------------- Patrick J. Foye Executive Vice President 3 4 EXHIBIT INDEX <Table> <Caption> EXHIBIT NO. DESCRIPTION ----------- ----------- (a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit 1 to Schedule TO of AIMCO Properties, L.P. dated August 29, 2001, is incorporated herein by reference.) (b) Letter to Limited Partners dated August 29, 2001 (Exhibit 4 to Schedule TO of AIMCO Properties, L.P. dated August 29, 2001, is incorporated herein by reference.) (c) Supplement to Offer to Purchase, dated September 21, 2001 (Exhibit 7 to the Schedule TO/A of AIMCO Properties, L.P. dated September 21, 2001, is incorporated herein by reference.) </Table> 4