-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JgE7dmvf9WbCDrs4YzqyW/+f871qhI888XXu6/N/HRkuDyPtx91lGc1j/XC32cxa tR0DFeBiVwnbbus+yuR2YA== 0000950134-01-000221.txt : 20010123 0000950134-01-000221.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950134-01-000221 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010116 GROUP MEMBERS: ACQUISITION LIMITED PARTNERSHIP GROUP MEMBERS: AIMCO BETHESDA HOLDINGS ACQUISITIONS INC GROUP MEMBERS: AIMCO BETHESDA HOLDINGS INC GROUP MEMBERS: AIMCO GP INC GROUP MEMBERS: AIMCO PROPERTIES LP GROUP MEMBERS: APARTMENT INVESTMENT & MANAGEMENT CO GROUP MEMBERS: ORP ACQUISITION INC GROUP MEMBERS: ORP ACQUISITION PARTNERS LIMITED PARTNERSHIP GROUP MEMBERS: OXFORD REALTY FINANCIAL GROUP INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OXFORD RESIDENTIAL PROPERTIES I LTD PARTNERSHIP CENTRAL INDEX KEY: 0000744786 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 521322906 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54405 FILM NUMBER: 1508535 BUSINESS ADDRESS: STREET 1: 7200 WISCONSIN AVE STREET 2: 11TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019613577 MAIL ADDRESS: STREET 1: 7200 WISCONSIN AVE STREET 2: 11TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APARTMENT INVESTMENT & MANAGEMENT CO CENTRAL INDEX KEY: 0000922864 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 841259577 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: COLORADO CENTER TOWER TWO STREET 2: 2000 S COLORADO BLVD STE 2-1000 CITY: DENVER STATE: CO ZIP: 80222-4348 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: COLORADO CENTER TOWER TWO STREET 2: 2000 S COLORADO BLVD STE 2-1000 CITY: DENVER STATE: CO ZIP: 80222 SC 13D/A 1 d83259a6sc13da.txt AMENDMENT NO. 6 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP --------------------------------------------------- (Name of Issuer) ASSIGNEE UNITS OF LIMITED PARTNERSHIP INTERESTS ----------------------------------------------- (Title of Class of Securities) NOT APPLICABLE -------------- (CUSIP Number) PATRICK J. FOYE APARTMENT INVESTMENT AND MANAGEMENT COMPANY COLORADO CENTER, TOWER TWO 2000 SOUTH COLORADO BOULEVARD DENVER, COLORADO 80222 (303) 757-8101 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) September 20, 2000 ------------------ (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-(f) or 13d-(g), check the following box. [ ] COPY TO: JONATHAN L. FRIEDMAN SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND, 34TH FLOOR LOS ANGELES, CALIFORNIA 90071 (213) 687-5000 ---------- 2 CUSIP No. Not Applicable 13D 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS APARTMENT INVESTMENT AND MANAGEMENT COMPANY 84-129577 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCES OF FUNDS Not Applicable 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 8. SHARED VOTING POWER 10,992 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 10,992 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,992 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.51% 14. TYPE OF REPORTING PERSON CO 2 3 CUSIP No. Not Applicable 13D 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS AIMCO PROPERTIES, L.P. 84-1275621 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(e) OR 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 8. SHARED VOTING POWER 10,992 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 10,992 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,992 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.51% 14. TYPE OF REPORTING PERSON PN 3 4 CUSIP No. Not Applicable 13D 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS AIMCO-GP, INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCES OF FUNDS Not Applicable 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 8. SHARED VOTING POWER 10,992 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 10,992 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,992 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.51% 14. TYPE OF REPORTING PERSON CO 4 5 CUSIP No. Not Applicable 13D 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ORP ACQUISITION PARTNERS LIMITED PARTNERSHIP 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(e) OR 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 8. SHARED VOTING POWER 4,997 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 4,997 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,997 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.11% 14. TYPE OF REPORTING PERSON PN 5 6 CUSIP No. Not Applicable 13D 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ACQUISITION LIMITED PARTNERSHIP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCES OF FUNDS Not Applicable 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 8. SHARED VOTING POWER 4,997 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 4,997 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,997 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.11% 14. TYPE OF REPORTING PERSON PN 6 7 CUSIP No. Not Applicable 13D 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ORP ACQUISITION, INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCES OF FUNDS Not Applicable 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 8. SHARED VOTING POWER 4,997 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 4,997 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,997 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.11% 14. TYPE OF REPORTING PERSON CO 7 8 CUSIP No. Not Applicable 13D 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS OXFORD REALTY FINANCIAL GROUP, INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCES OF FUNDS Not Applicable 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 8. SHARED VOTING POWER 4,997 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 4,997 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,997 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.11% 14. TYPE OF REPORTING PERSON CO 8 9 CUSIP No. Not Applicable 13D 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS AIMCO/BETHESDA HOLDINGS, INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCES OF FUNDS Not Applicable 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 8. SHARED VOTING POWER 4,997 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 4,997 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,997 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.11% 14. TYPE OF REPORTING PERSON CO 9 10 CUSIP No. Not Applicable 13D 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCES OF FUNDS WC 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 8. SHARED VOTING POWER 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14. TYPE OF REPORTING PERSON CO 10 11 AMENDMENT NO. 6 TO SCHEDULE 13D This Statement (the "Statement") constitutes Amendment No. 6 to the Schedule 13D (the "Schedule 13D"), filed October 3, 2000, of Apartment Investment and Management Company ("AIMCO"), AIMCO Properties, L.P. ("AIMCO OP"), AIMCO-GP, Inc. ("AIMCO-GP"), ORP Acquisition Partners LP ("ORP"), Acquisition Limited Partnership ("Acquisition"), ORP Acquisition, Inc. ("ORP Acquisition"), Oxford Realty Financial Group, Inc. ("ORFG"), AIMCO/Bethesda Holdings, Inc. ("ABH") and AIMCO/Bethesda Holdings Acquisitions, Inc. ("ABHA"), as amended by (i) Amendment No. 1, filed October 10, 2000, by AIMCO, AIMCO OP, AIMCO-GP, ORP, Acquisition, ORP Acquisition, ORFG, ABH and ABHA; (ii) Amendment No. 2, filed October 30, 2000, by AIMCO, AIMCO OP, AIMCO-GP, ORP, Acquisition, ORP Acquisition, ORFG, ABH and ABHA; (iii) Amendment No. 3, filed November 8, 2000, by AIMCO, AIMCO OP, AIMCO-GP, ORP, Acquisition, ORP Acquisition, ORFG, ABH and ABHA; (iv) Amendment No. 4, filed November 8, 2000, by AIMCO, AIMCO OP, AIMCO-GP, ORP, Acquisition, ORP Acquisition, ORFG, ABH and ABHA and (v) Amendment No. 5, filed December 7, 2000, by AIMCO, AIMCO OP, AIMCO-GP, ORP, Acquisition, ORP Acquisition, ORFG, ABH and ABHA. AIMCO, AIMCO OP, AIMCO-GP, ORP, Acquisition, ORP Acquisition, ORFG, ABH and ABHA are herein referred to as the "Reporting Persons." The item numbers and responses thereto are set forth below in accordance with the requirements of Schedule 13D. (2) IDENTITY AND BACKGROUND. Of the 10,992 Units in the Partnership, 5,995 Units are held by AIMCO OP and 4,997 Units are held by ORP. Acquisition owns a 59% general partnership interest and a 40% limited partnership interest in ORP. ORP Acquisition owns a 1% general partnership interest in both Acquisition and ORP. ORFG wholly-owns ORP Acquisition. ABH owns a substantial majority of the capital stock of ORFG. (The balance of ORFG was acquired by a previously existing subsidiary of AIMCO.) AIMCO OP owns 99% of ABH through non-voting preferred stock, Tebet, L.L.C. owns 0.8% of ABH through voting common stock and Peter Kompaniez owns 0.2% of ABH through voting common stock. Mr. Considine is the managing member of Tebet, L.L.C. and he is Chairman of the Board of Directors and Chief Executive Officer of AIMCO. Mr. Kompaniez is Vice Chairman of the Board of Directors and President of AIMCO. The ownership of ABH was structured to satisfy certain REIT requirements. AIMCO OP owns a 45.565% limited partnership interest in Acquisition. In addition, ABHA, which is wholly-owned by ABH, previously owned a 25.75% limited partnership interest in Acquisition. A 27.684% limited partnership interest in Acquisition was previously held in escrow. As previously contemplated, as of January 2, 2001, the 27.684% limited partnership interest in Acquisition previously held in escrow was transferred to AIMCO OP and AIMCO OP acquired the 25.75% limited partnership interest in Acquisition held by ABHA. AIMCO OP currently owns a 99% limited partnership interest in Acquisition. Also on January 2, 2001, AIMCO OP acquired 5,995 Units from ABHA for $845 per Unit. AIMCO-GP is the sole general partner of AIMCO OP (owning approximately 1% of the total equity interests). AIMCO-GP is a wholly-owned subsidiary of AIMCO. 11 12 (5) INTEREST IN SECURITIES OF THE ISSUER. As set forth in Item (2), AIMCO OP owns 5,995 Units and ORP owns 4,997 Units, representing 24.40% and 21.11% of the outstanding Units (a total of 10,992 Units and 45.51%), based on the 23,667 Units outstanding at June 30, 2000. AIMCO and AIMCO-GP may be deemed to beneficially own any interests directly owned by AIMCO OP by each of their relationship with AIMCO OP as set forth in Item (2). AIMCO, AIMCO OP, AIMCO-GP, Acquisition, ORP Acquisition, ORFG and ABH may be deemed to beneficially own the Units directly owned by ORP by each of their relationship with ORP as set forth in Item (2). Accordingly, for purposes of this Statement: (i) AIMCO OP is reporting that it shares the power to vote or direct the power to vote and the power to dispose or direct the disposition of the 5,995 Units which it directly owns; (ii) ORP is reporting that it shares the power to vote or direct the power to vote and the power to dispose or direct the disposition of the 4,997 Units which it directly owns; (iii) Acquisition, ORP Acquisition and ORFG and ABH are all reporting that each shares the power to vote or direct the vote and the power to dispose or direct the disposition of the 4,997 Units which ORP directly owns; and (v) AIMCO and AIMCO-GP are all reporting that each shares the power to vote or direct the vote and the power to dispose or direct the disposition of the 5,995 Units which AIMCO OP directly owns and the 4,997 Units which ORP directly owns. As of January 2, 2001, ABHA ceased to beneficially own any Units. 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: January 2, 2001 APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Patrick J. Foye --------------------------------- Executive Vice President AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) By: /s/ Patrick J. Foye --------------------------------- Executive Vice President 12 13 AIMCO-GP, INC. By: /s/ Patrick J. Foye --------------------------------- Executive Vice President ORP ACQUISITION PARTNERS LP By: ORP ACQUISITION, INC. (General Partner) By: /s/ Patrick J. Foye --------------------------------- Patrick J. Foye Executive Vice President ACQUISITION LIMITED PARTNERSHIP By: ORP ACQUISITION, INC. (General Partner) By: /s/ Patrick J. Foye --------------------------------- Patrick J. Foye Executive Vice President ORP ACQUISITION, INC. By: /s/ Patrick J. Foye --------------------------------- Patrick J. Foye Executive Vice President OXFORD REALTY FINANCIAL GROUP, INC. By: /s/ Patrick J. Foye --------------------------------- Patrick J. Foye Executive Vice President AIMCO/BETHESDA HOLDINGS, INC. By: /s/ Patrick J. Foye --------------------------------- Patrick J. Foye Executive Vice President AIMCO/BETHESDA HOLDINGS ACQUISITION, INC. By: /s/ Patrick J. Foye --------------------------------- Patrick J. Foye Executive Vice President 13 -----END PRIVACY-ENHANCED MESSAGE-----