SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
WINTHROP GROWTH INVESTORS 1 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 of Securities)
NONE
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(CUSIP Number of Class of Securities)
Patrick J. Foye
Executive Vice President
Apartment Investment and Management Company
4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado 80237
(303) 757-8081
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(Name Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Gregory M. Chait
Robert Barker
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., Suite 1600
Atlanta, Georgia 30303
(404) 572-6600
CALCULATION OF FILING FEE
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<Caption>
Transaction Valuation* Amount of Filing Fee**
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$7,098,420 $574.26
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* For purposes of calculating the fee only.
** 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.
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Amount Previously Paid: Filing Party:
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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:
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[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.
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Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
TENDER OFFER STATEMENT
This amendment amends the Tender Offer Statement on Schedule TO filed
by AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO Properties"),
in connection with its tender offer to purchase outstanding units of limited
partnership interest of Winthrop Growth Investors 1 Limited Partnership, a
Massachusetts limited partnership, at a price of $560.00 per unit in cash,
subject to the conditions set forth in the Offer to Purchase, dated May 9, 2003
(the "Offer to Purchase"), 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. Copies of the Offer to Purchase
Supplement, amended Letter of Transmittal and amended Acknowledgment and
Agreement are filed with this Schedule TO as Exhibits (a)(7), (a)(8) and (a)(9),
respectively. The item numbers and responses thereto below are in accordance
with the requirements of Schedule TO.
On June 6, 2003, AIMCO Properties mailed a supplement to the holders of
units of Winthrop Growth Investors 1 Limited Partnership, amending and
clarifying certain terms and conditions of the Offer to Purchase and announcing
that it was extending the expiration date of the offer from midnight New York
time on June 6, 2003, to midnight New York time June 19, 2003. A copy of that
supplement is filed with this Schedule TO as Exhibit (a)(7).
This Amendment No. 1 amends Items 4, 5, 10, 11 and 12 of the Tender
Offer Statement on Schedule TO, filed previously by AIMCO Properties.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth under "SUMMARY TERM SHEET" and "THE
OFFER" in the Offer to Purchase and the information set forth in the Offer to
Purchase Supplement attached hereto as Exhibit (a)(7) and the amended Letter of
Transmittal attached hereto as Exhibit (a)(8) is incorporated herein by
reference.
On June 6, 2003, AIMCO Properties announced that it was extending the
offer period until midnight New York time, on June 19, 2003, and mailed a
supplement to each holder of units in Winthrop Growth Investors 1 Limited
Partnership, a copy of which is attached hereto as Exhibit (a)(7). AIMCO
Properties reserves the right to further extend the offer, to amend the offer or
to terminate the offer, in each case in its discretion in accordance with the
terms of the Offer to Purchase, as amended.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(b) The information set forth under "INFORMATION CONCERNING YOUR
PARTNERSHIP" in the Offer to Purchase Supplement attached hereto as Exhibit
(a)(7) is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) The financial statements included in AIMCO Properties' Annual
Report on Form 10-K for the fiscal year ended December 31, 2002, which are
listed on the Index to Financial Statements on page F-1 of such report, and the
unaudited financial statements for the three months ended March 31, 2003 and
March 31, 2002 set forth in Part I, Item 1 of AIMCO Properties' Quarterly Report
on Form 10-Q for the quarter ended March 31, 2003, are incorporated herein by
reference. Such reports may be inspected at the Securities and Exchange
Commission's (the "Commission") public reference room in Washington, D.C.,
located at 450 5th Street, N.W., Room 1024, Washington, D.C. 20549, telephone
1-800-SEC-0330. A copy of the reports can be also obtained from the Commission's
web site at www.sec.gov.
The sixth paragraph under "THE OFFER--Section 8. Information Concerning
Us and Certain of Our Affiliates--General" is hereby replaced in its entirety by
the following:
For more information regarding AIMCO Properties, please refer
to our Annual Report on Form 10-K for the year ended December 31, 2002,
filed March 25, 2003, and our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003, filed May 12, 2003, (particularly the
management's discussion and analysis of financial condition and results
of operations) and other reports and documents we have filed with the
SEC.
The first paragraph under "THE OFFER--Section 8. Information Concerning
Us and Certain of Our Affiliates--Summary Selected Financial Information for
AIMCO Properties, L.P." is hereby replaced in its entirety by the following:
The historical financial data set forth below for AIMCO
Properties for the years ended December 31, 2002, 2001 and 2000 is
based on audited financial statements. In addition, the audited
financial statements for AIMCO Properties' 2002 and 2001 fiscal years
set forth in Part II, Item 6 of AIMCO Properties' Annual Report on Form
10-K for the fiscal year ended December 31, 2002 filed with the SEC on
March 25, 2003, and the unaudited financial statements for the quarters
ended March 31, 2003 and 2002 set forth in Part I, Item 1 of AIMCO
Properties' Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2003 filed with the SEC on May 12, 2003, are hereby
incorporated by reference. This information should be read in
conjunction with such financial statements, including the notes
thereto, and "Management's Discussion and Analysis of Financial
Condition and Results of Operations of the AIMCO Operating Partnership"
included in AIMCO Properties' Annual Report on Form 10-K for the year
ended December 31, 2002 and Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003.
ITEM 11. ADDITIONAL INFORMATION.
The information set forth in the Offer to Purchase, the Offer to
Purchase Supplement, and the amended Letter of Transmittal is incorporated
herein by reference.
The first paragraph under "THE OFFER--Section 6. Certain Federal Income
Tax Matters" is hereby replaced in its entirety by the following:
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The following summary is our understanding of the United
States federal income tax consequences of the offer that may be
relevant to (i) limited partners who tender some or all of their units
for cash pursuant to our offer, and (ii) limited partners who do not
tender any of their units pursuant to our offer. This discussion is
based on the Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code"), Treasury Regulations, rulings issued by the Internal
Revenue Service (the "IRS"), and judicial decisions, all as of the date
of this offer to purchase. All of the foregoing is subject to change or
alternative construction, possibly with retroactive effect, and any
such change or alternative construction could affect the continuing
accuracy of this summary. This summary is based on the assumption that
your partnership is operated in accordance with its organizational
documents including its certificate of limited partnership and
agreement of limited partnership. This summary does not purport to
discuss all aspects of federal income taxation which may be important
to a particular person in light of its investment or tax circumstances,
or to certain types of investors subject to special tax rules
(including financial institutions, broker-dealers, insurance companies,
and, except to the extent discussed below, tax-exempt organizations and
foreign investors, as determined for United States federal income tax
purposes), nor (except as otherwise expressly indicated) does it
describe any aspect of state, local, foreign or other tax laws. This
summary assumes that the units constitute capital assets in the hands
of the limited partners (generally, property held for investment). No
advance ruling has been or will be sought from the IRS regarding any
matter discussed in this offer to purchase. Further, no opinion of
counsel has been obtained with regard to the offer.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase limited partnership units of Winthrop Growth
Investors 1 Limited Partnership, dated May 9, 2003.
(Previously filed)
(a)(2) Letter of Transmittal and related instructions, dated May 9,
2003 (included as Annex II to the Offer to Purchase attached
as Exhibit (a)(1)).
(a)(3) Acknowledgment and Agreement, dated May 9, 2003. (Previously
filed)
(a)(4) Letter, dated May 9, 2003, from AIMCO Properties to the
limited partners of Winthrop Growth Investors 1 Limited
Partnership. (Previously filed)
(a)(5) Annual Report of AIMCO Properties for the year ended December
31, 2002 filed on Form 10-K on March 25, 2003 is incorporated
herein by reference.
(a)(6) Quarterly Report of AIMCO Properties for the quarter ended
March 31, 2003 filed on Form 10-Q on May 12, 2003 is
incorporated herein by reference.
(a)(7) Supplement to Offer to Purchase, dated June 6, 2003.
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(a)(8) Amended Letter of Transmittal and related instructions, dated
May 9, 2003, as supplemented June 6, 2003 (included as Annex I
to the Supplement to Offer to Purchase attached as Exhibit
(a)(7)).
(a)(9) Amended Acknowledgment and Agreement, dated May 9, 2003, as
supplemented June 6, 2003.
(b)(1) Fifth Amended and Restated Credit Agreement, dated as of
February 14, 2003, by and among AIMCO, AIMCO Properties,
AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of
America, N.A., and each lender from time to time party thereto
(Exhibit 10.35.2 to AIMCO's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 is incorporated herein by
reference).
(b)(2) Third Amendment, dated as of February 14, 2003, to the Interim
Credit Agreement, dated as of March 11, 2002, by and among
AIMCO Properties, NHP Management Company, AIMCO, Lehman
Commercial Paper, Inc., Lehman Brothers, Inc., and each lender
from time to time party thereto (Exhibit 10.38.2 to AIMCO's
Annual Report on Form 10-K for the fiscal year ended December
31, 2002 is incorporated herein by reference).
(b)(3) Second Amendment, dated as of August 2, 2002, to the Interim
Credit Agreement, dated as of March 11, 2002, by and among
AIMCO Properties, NHP Management Company, AIMCO, Lehman
Commercial Paper Inc., Lehman Brothers Inc., and each lender
from time to time party thereto (Exhibit 10.3 to AIMCO's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2002 is incorporated herein by reference).
(b)(4) Interim Credit Agreement, dated as of March 11, 2002, by and
among AIMCO, AIMCO Properties, NHP Management Company, Lehman
Commercial Paper, Inc., and the other financial institutions
party thereto (Exhibit 10.32 to AIMCO's Annual Report on Form
10-K for the year ended December 31, 2001, is incorporated
herein by reference).
(d) Not applicable.
(g) None.
(h) None.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 6, 2003
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
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(General Partner)
By: /s/ Patrick J. Foye
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Executive Vice President
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EXHIBIT INDEX
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<Caption>
EXHIBIT NO. DESCRIPTION
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(a)(1) Offer to Purchase limited partnership units of
Winthrop Growth Investors 1 Limited Partnership,
dated May 9, 2003. (Previously filed)
(a)(2) Letter of Transmittal and related instructions, dated
May 9, 2003 (included as Annex II to the Offer to
Purchase attached as Exhibit (a)(1)).
(a)(3) Acknowledgment and Agreement, May 9, 2003.
(Previously filed)
(a)(4) Letter, dated May 9, 2003, from AIMCO Properties to
the limited partners of Winthrop Growth Investors 1
Limited Partnership. (Previously filed)
(a)(5) Annual Report of AIMCO Properties for the year ended
December 31, 2002 filed on Form 10-K on March 25,
2003 is incorporated herein by reference.
(a)(6) Quarterly Report of AIMCO Properties for the quarter
ended March 31, 2003 filed on Form 10-Q on May 12,
2003 is incorporated herein by reference.
(a)(7) Supplement to Offer to Purchase, dated June 6, 2003.
(a)(8) Amended Letter of Transmittal and related
instructions, dated May 9, 2003, as supplemented June
6, 2003 (included as Annex I to the Supplement to
Offer to Purchase attached as Exhibit (a)(7)).
(a)(9) Amended Acknowledgment and Agreement, dated May 9,
2003, as supplemented June 6, 2003.
(b)(1) Fifth Amended and Restated Credit Agreement, dated as
of February 14, 2003, by and among AIMCO, AIMCO
Properties, AIMCO/Bethesda Holdings, Inc., NHP
Management Company, Bank of America, N.A., and each
lender from time to time party thereto (Exhibit
10.35.2 to AIMCO's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 is incorporated
herein by reference).
(b)(2) Third Amendment, dated as of February 14, 2003, to
the Interim Credit Agreement, dated as of March 11,
2002, by and among AIMCO Properties, NHP Management
Company, AIMCO, Lehman Commercial Paper, Inc., Lehman
Brothers, Inc., and each lender from time to time
party thereto (Exhibit 10.38.2 to AIMCO's Annual
Report on Form 10-K for the fiscal year ended
December 31, 2002 is incorporated herein by
reference).
(b)(3) Second Amendment, dated as of August 2, 2002, to the
Interim Credit Agreement, dated as of March 11, 2002,
by and among AIMCO Properties, NHP Management
Company, AIMCO, Lehman Commercial
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Paper Inc., Lehman Brothers Inc., and each lender
from time to time party thereto (Exhibit 10.3 to
AIMCO's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2002 is incorporated
herein by reference).
(b)(4) Interim Credit Agreement, dated as of March 11, 2002,
by and among AIMCO, AIMCO Properties, NHP Management
Company, Lehman Commercial Paper, Inc., and the other
financial institutions party thereto (Exhibit 10.32
to AIMCO's Annual Report on Form 10-K for the year
ended December 31, 2001, is incorporated herein by
reference).
(d) Not applicable.
(g) None.
(h) None.
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