SC TO-T/A 1 0001.txt SC TO-T AMENDMENT 1 AND AMENDMENT 4 TO SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) Winthrop Growth Investors I Limited Partnership -------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) AIMCO Properties, L.P. -- Offeror -------------------------------------------------------------------------------- (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) Limited Partnership Units -------------------------------------------------------------------------------- (Title of Class Securities) None -------------------------------------------------------------------------------- (CUSIP Number of Class Securities) Patrick J. Foye 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 filing persons) Copy To: Jonathan L. Friedman Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, 34th Floor Los Angeles, California 90071 (213) 687-5000 2 Calculation of Filing Fee
Transaction valuation* Amount of filing fee ---------------------- -------------------- $8,265,671.36 $1,653.13
* For purposes of calculating the fee only. This amount assumes the purchase of 16,664.66 units of limited partnership interest of the subject partnership for $ 496 per unit. The amount of the filing fee, calculated in accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate of the cash offered by the bidder. [ ] 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: $1,653.13 Filing Party: AIMCO Properties, L.P. Form or Registration No.: Schedule TO Date Filed: May 16, 2000 --------------------------- [ ] 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 subject to Rule 14d-1 [ ] issuer tender offer subject to Rule 13e-4 [ ] going-private transaction subject to Rule 13e-3 [X] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] 3 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) AIMCO PROPERTIES, L.P. 84-1275721 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC, BK 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 6,474.34 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 6,474.34 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,474.34 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 25.18% 14. TYPE OF REPORTING PERSON PN 4 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) AIMCO-GP, INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 6,474.34 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 6,474.34 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,474.34 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 25.18% 14. TYPE OF REPORTING PERSON CO 5 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) APARTMENT INVESTMENT AND MANAGEMENT COMPANY 84-129577 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 6,474.34 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 6,474.34 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,474.34 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 25.18% 14. TYPE OF REPORTING PERSON CO 6 AMENDMENT NO. 1 TO TENDER OFFER STATEMENT/AMENDMENT NO. 4 TO SCHEDULE 13D This Statement (the "Statement") constitutes (a) Amendment No. 1 to the Tender Offer Statement on Schedule TO of AIMCO Properties, L.P. (the "AIMCO OP"), relating to an offer to purchase units of limited partnership interest ("Units") of Winthrop Growth Investors 1 Limited Partnership (the "Partnership"); and (b) Amendment No. 4 to the Schedule 13D (the "Schedule 13D") originally filed with the Securities and Exchange Commission (the "Commission") on April 27, 1999, by AIMCO OP and Apartment Investment and Management Company ("AIMCO"), as amended by (i) amendment No.1, filed with the Commission on July 7, 1999 by AIMCO OP and AIMCO, (ii) amendment No. 2, filed with the Commission on September 13, 1999 by AIMCO OP, and AIMCO, and (iii) amendment No. 3, filed with the Commission on May 16, 1999 by AIMCO OP, AIMCO and AIMCO-GP, Inc. ("AIMCO-GP"). ----------------------------------- The information in the "Offer to Purchase" of AIMCO Properties, L.P., dated May 15, 2000 (the "Offer") and the Supplement to the Offer to Purchase, dated June 12, 2000 , Exhibits (a)(1) and (a)(4) hereto, is incorporated herein by reference in answer to all of the Items of this Schedule TO except as otherwise set forth below: Item 10. Financial Statements. The financial statements included in AIMCO OP's Annual Report on Form 10-K for the year ended December 31, 1999, which are listed on the Index to Financial Statements on page F-1 of such Report and for the Form 10-Q for the quarter ended March 31, 2000, are incorporated herein by reference. Such reports may be inspected at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can also be obtained from the Public Reference Room of the Commission in Washington, D.C. at prescribed rates and from the Commission's web site at www.sec.gov. Item 12. Exhibits. (a)(1) Offer to Purchase, dated May 15, 2000. (Previously filed.) (a)(2)(i) Letter of Transmittal and related Instructions. (Annex II to Exhibit (a)(1).) (a)(2)(ii) Acknowledgment and Agreement. (Previously filed.) (a)(3) Letter, dated May 15, 2000, from AIMCO OP to the limited partners of the Partnership. (Previously filed.) (a)(4) Supplement to Offer to Purchase, dated June 12, 2000. (a)(5) Letter of Transmittal and related Instructions. (Annex I to Exhibit (a)(4).) (a)(6) Letter, dated June 12, 2000, from AIMCO OP to the limited partners of the Partnership. (b)(1) 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.) (b)(2) 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 7 Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by this reference.) (b)(3) 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.) (d) Not applicable. (g) Not applicable. (h) Not applicable. (z)(1) Agreement of Joint Filing, dated May 15, 2000, among AIMCO, AIMCO-GP, and AIMCO OP. (Previously filed.) Item 13. Information Required by Schedule 13E-3. Not applicable. 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: June 12, 2000 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) By: /s/ Patrick J. Foye ------------------------------- Executive Vice President AIMCO-GP, INC. By: /s/ Patrick J. Foye ------------------------------- Executive Vice President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Patrick J. Foye ------------------------------- Executive Vice President 8 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- (a)(1) Offer to Purchase, dated May 15, 2000. (Previously filed.) (a)(2)(i) Letter of Transmittal and related Instructions. (Annex II to Exhibit (a)(1).) (a)(2)(ii) Acknowledgment and Agreement. (Previously filed.) (a)(3) Letter, dated May 15, 2000, from AIMCO OP to the limited partners of the Partnership. (Previously filed.) (a)(4) Supplement to Offer to Purchase, dated June 12, 2000. (a)(5) Letter of Transmittal and related Instructions. (Annex I to Exhibit (a)(4).) (a)(6) Letter, dated June 12, 2000, from AIMCO OP to the limited partners of the Partnership. (b)(1) 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.) (b)(2) 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.) (b)(3) 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.) (d) Not applicable. (g) Not applicable. (h) Not applicable. (z)(1) Agreement of Joint Filing, dated May 15, 2000, among AIMCO, AIMCO-GP, and AIMCO OP. (Previously filed.)