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. 1
VMS NATIONAL PROPERTIES JOINT VENTURE
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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
<Table>
<Caption>
Transaction valuation* Amount of filing fee
- ---------------------- --------------------
$859,539 $171.91**
</Table>
* For purposes of calculating the fee only. This amount assumes the purchase of
570 units of limited partnership interest of VMS National Residential Portfolio
I for $1,082 per unit and 225.44 units of limited partnership interest of VMS
National Residential Portfolio II for $1,077 per unit. The amount of the filing
fee equals 1/50th of one percent of the aggregate of the cash offered by the
bidder.
** 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:
[ ] 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:
<Table>
[X] third-party tender offer subject to Rule 14d-1 [ ] going-private transaction subject to Rule 13e-3
[ ] issuer tender offer subject to Rule 13e-4 [ ] amendment to Schedule 13D under Rule 13d-2
</Table>
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
TENDER OFFER STATEMENT
This Final Amendment to the Tender Offer Statement on Schedule TO
relates to the tender offer by AIMCO Properties, L.P., a Delaware limited
partnership, to purchase outstanding units of limited partnership interest of
VMS National Residential Portfolio I ("VMS I") and VMS National Residential
Portfolio II ("VMS II") (both participants in VMS National Properties Joint
Venture and Illinois limited partnerships), at a price of $1,082 per unit and
$1,077 per unit, respectively, subject to the conditions set forth in the Offer
to Purchase dated October 18, 2001, and in the related Letters of Transmittal
and Acknowledgment and Agreements, which, as amended and supplemented from time
to time, together constitute the tender offer.
At midnight, New York time, on November 14, 2001, the offer expired
pursuant to its terms. A total of 21.50 units of limited partnership interest of
VMS I and 6.33 units of limited partnership interest of VMS II, were validly
tendered and not withdrawn pursuant to the offer. AIMCO Properties, L.P., has
accepted for payment all of those units as of November 30, 2001 at a price of
$1,082 per unit of VMSI and $1,077 per unit of VMS II.
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: December 10, 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