1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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
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(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
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<Caption>
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Transaction valuation Amount of filing fee
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$6,542,524 $1,309*
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</Table>
* Previously paid.
[ ] 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 [ ] going-private transaction
subject to Rule 14d-1 subject to Rule 13e-3
[ ] issuer tender offer [ ] amendment to Schedule 13D under
subject to Rule 13e-4 Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
2
TENDER OFFER STATEMENT
This Amended Tender Offer Statement on Schedule TO/A relates 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 $466 per unit, subject to the conditions set forth in the Offer to Purchase
dated August 30, 2001, as supplemented September 24, 2001 and in the related
Letter of Transmittal and Acknowledgment and Agreement, which, as amended and
supplemented from time to time, together constitute the tender offer.
This amendment is filed to reflect the extension of the expiration time of
the offer to midnight, Eastern time, on Friday, September 28, 2001. A copy of
the press release extending the offer is filed herewith as Exhibit 10.
The information in Exhibits 1-3, 5(a)-(c), 7, 8, 9, and 10 is incorporated
in this Schedule TO/A by reference in answer to items 1 through 11 of Schedule
TO.
Neither AIMCO Properties, L.P. nor any of the people or entities listed on
Annex I to the Offer to Purchase has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or was, during the last five years, a party to any judicial or administrative
proceeding (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of federal or state
securities laws.
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Item 12. Exhibits.
* 1 Offer to Purchase, dated August 30, 2001.
* 2 Letter of Transmittal and related Instructions (included as Annex
II to the Offer to Purchase attached as Exhibit (a)(1)).
* 3 Acknowledgement and Agreement dated August 30, 2001.
* 4 Letter, dated August 30, 2001, from AIMCO Properties, L.P. to the
limited partners of the Partnership.
5(a) Credit Agreement (Secured Revolving Credit Facility), dated as of
August 16, 1999, among AIMCO Properties, L.P., Bank of America,
Bank Boston, N.A., and First Union National Bank. (Exhibit 10.1
to AIMCO's Current Report on Form 8-K, dated August 16, 1999 is
incorporated herein by this reference.)
5(b) Amended and Restated Credit Agreement, dated as of March 15,
2000, among AIMCO Properties, L.P., Bank of America, Bank Boston,
N.A., and First Union National Bank. (Exhibit 10.20 to AIMCO
Properties, L.P.'s Annual Report on Form 10-K for the year ended
December 31, 1999 is incorporated herein by this reference.)
5(c) First Amendment to $345,000,000 Amended and Restated Credit
Agreement, dated as of April 14, 2000, among AIMCO Properties,
L.P., Bank of America, as Administrative Agent, and U.S. Bank
National Association, as Lender. (Exhibit 10.4 to AIMCO's Current
Report on Form 10-Q for quarter ended March 31, 2000 is
incorporated herein by this reference.)
6 Intentionally Omitted.
** 7 Supplement, dated September 24, 2001, to Offer to Purchase,
dated August 30, 2001.
** 8 Amended Letter of Transmittal and related Instructions.
** 9 Amended Acknowledgement and Agreement, dated September 24,
2001.
*** 10 Press release of September 27, 2001.
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* Indicates items filed with the original Schedule TO on August 30, 2001.
** Indicates items filed with amendment of September 24, 2001.
*** Indicates item filed herewith.
3
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: September 27, 2001
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
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Executive Vice President
4
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
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* 1 Offer to Purchase, dated August 30, 2001.
* 2 Letter of Transmittal and related Instructions (included as Annex
II to the Offer to Purchase attached as Exhibit (a)(1)).
* 3 Acknowledgement and Agreement dated August 30, 2001.
* 4 Letter, dated August 30, 2001, from AIMCO Properties, L.P. to the
limited partners of the Partnership.
5(a) Credit Agreement (Secured Revolving Credit Facility), dated as of
August 16, 1999, among AIMCO Properties, L.P., Bank of America,
Bank Boston, N.A., and First Union National Bank. (Exhibit 10.1
to AIMCO's Current Report on Form 8-K, dated August 16, 1999 is
incorporated herein by this reference.)
5(b) Amended and Restated Credit Agreement, dated as of March 15,
2000, among AIMCO Properties, L.P., Bank of America, Bank Boston,
N.A., and First Union National Bank. (Exhibit 10.20 to AIMCO
Properties, L.P.'s Annual Report on Form 10-K for the year ended
December 31, 1999 is incorporated herein by this reference.)
5(c) First Amendment to $345,000,000 Amended and Restated Credit
Agreement, dated as of April 14, 2000, among AIMCO Properties,
L.P., Bank of America, as Administrative Agent, and U.S. Bank
National Association, as Lender. (Exhibit 10.4 to AIMCO's Current
Report on Form 10-Q for quarter ended March 31, 2000 is
incorporated herein by this reference.)
6 Intentionally Omitted.
** 7 Supplement, dated September 24, 2001, to Offer to Purchase,
dated August 30, 2001.
** 8 Amended Letter of Transmittal and related Instructions.
** 9 Amended Acknowledgement and Agreement, dated September 24,
2001.
*** 10 Press release of September 27, 2001.
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* Indicates items filed with the original Schedule TO on August 30, 2001.
** Indicates items filed with amendment of September 24, 2001.
*** Indicates item filed herewith.
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