SC 13D/A 1 d19312esc13dza.txt AMENDMENT TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 26) National Property Investors 4 -------------------------------------------------------------------------------- (Name of Issuer) Limited Partnership Units -------------------------------------------------------------------------------- (Title of Class Securities) None -------------------------------------------------------------------------------- (CUSIP Number) Martha L. Long Senior Vice President Apartment Investment and Management Company 4582 Ulster Street Parkway, Suite 1100 Denver, Colorado 80237 (303) 757-8101 -------------------------------------------------------------------------------- (Name, address, and telephone numbers of person authorized to receive notices and communications) Copy to: Joseph A. Coco Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 and Jonathan L. Friedman Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue Los Angeles, California 90071 (213) 687-5000 October 22, 2004 -------------------------------------------------------------------------------- (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 the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] CUSIP No. NONE 1. NAME OF REPORTING PERSONS: AIMCO PROPERTIES, L.P. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 84-1275721 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 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 WITH 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 46,148 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 46,148 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 46,148 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 76.91% 14. TYPE OF REPORTING PERSON PN 2 CUSIP No. NONE 1. NAME OF REPORTING PERSONS: AIMCO-GP, INC. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) 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 WITH 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 46,148 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 46,148 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 46,148 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 76.91% 14. TYPE OF REPORTING PERSON CO 3 CUSIP No. NONE 1. NAME OF REPORTING PERSONS: APARTMENT INVESTMENT AND MANAGEMENT COMPANY S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 84-1259577 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 WITH 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 46,148 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 46,148 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 46,148 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 76.91% 14. TYPE OF REPORTING PERSON CO 4 CUSIP No. NONE 1. NAME OF REPORTING PERSONS: INSIGNIA PROPERTIES, L.P. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 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 WITH 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 32,525 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 32,525 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,525 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 54.2% 14. TYPE OF REPORTING PERSON PN 5 CUSIP No. NONE 1. NAME OF REPORTING PERSONS: AIMCO/IPT, INC. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 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 WITH 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 32,525 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 32,525 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,525 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 54.2% 14. TYPE OF REPORTING PERSON CO 6 CUSIP No. NONE 1. NAME OF REPORTING PERSONS: IPLP ACQUISITION I, L.L.C. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 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 WITH 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 4,452 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 4,452 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,452 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 7.42% 14. TYPE OF REPORTING PERSON OO 7 AMENDMENT NO. 26 TO SCHEDULE 13D This Amendment No. 26 (this "Amendment") amends the Schedule 13D previously filed on January 12, 2004 by AIMCO Properties, L.P., AIMCO-GP, Inc., Apartment Investment and Management Company, Insignia Properties, L.P., AIMCO/IPT, Inc. and IPLP Acquisition I, L.L.C. (the "Schedule 13D"). The purpose of this Amendment is to correct previously reported units that were misreported due to a clerical error. This Amendment amends the Schedule 13D only with respect to the item set forth below. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a)-(c) The information in lines 7 through 11 and 13 of each Reporting Person's cover page is incorporated herein by reference. At midnight, New York City time, on December 30, 2003, the Offer expired pursuant to its terms. A total of 803 Units, representing approximately 1.34% of the outstanding Units, were validly tendered and not withdrawn pursuant to the Offer. AIMCO Properties has accepted for payment all of those Units. 8 SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct. Date: October 22, 2004 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. Its General Partner By: /s/ Martha L. Long ------------------------------- Martha L. Long Senior Vice President AIMCO-GP, INC. By: /s/ Martha L. Long ------------------------------- Martha L. Long Senior Vice President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Martha L. Long ------------------------------- Martha L. Long Senior Vice President INSIGNIA PROPERTIES, L.P. By: AIMCO/IPT, INC. Its General Partner By: /s/ Martha L. Long ------------------------------- Martha L. Long Senior Vice President AIMCO/IPT, INC. By: /s/ Martha L. Long ------------------------------ Martha L. Long Senior Vice President IPLP ACQUISITION I, L.L.C. By: /s/ Martha L. Long ------------------------------ Martha L. Long Senior Vice President 9