SC 13D/A 1 d81544bsc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES III (Name of Issuer) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (CUSIP Number of Class of 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 Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) September 29, 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. 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 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 4,451 9. SOLE DISPOSITIVE POWER -- 10. SHARED VOTING POWER 4,451 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,451 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) Approximately 23.86% 14. TYPE OF REPORTING PERSON PN 1 3 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 4,451 9. SOLE DISPOSITIVE POWER -- 10. SHARED VOTING POWER 4,451 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,451 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) Approximately 23.86% 14. TYPE OF REPORTING PERSON CO 2 4 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 7,561 9. SOLE DISPOSITIVE POWER -- 10. SHARED VOTING POWER 7,561 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,561 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) Approximately 48.16% 14. TYPE OF REPORTING PERSON CO 3 5 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) INSIGNIA PROPERTIES, L.P. 32. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 33. SEC USE ONLY 34. SOURCE OF FUNDS Not Applicable 35. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 36. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 3,110 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 3,110 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,110 38. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 39. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 19.81% 40. TYPE OF REPORTING PERSON PN 4 6 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) AIMCO/IPT, 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 3,110 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 3,110 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,110 48. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 49. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 19.81% 50. TYPE OF REPORTING PERSON CO 5 7 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) COOPER RIVER PROPERTIES, L.L.C. 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 3,110 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 3,110 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,110 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 19.81% 14. TYPE OF REPORTING PERSON OO 6 8 AMENDMENT NO. 1 TO SCHEDULE 13D This Statement (the "Statement") constitutes Amendment No. 1 to the Schedule 13D (the "Schedule") originally filed with the Securities and Exchange Commission ("Commission") on January, 1999, by AIMCO Properties, L.P. ("AIMCO OP"), Cooper River Properties L.L.C. ("Cooper River"), Insignia Properties, L.P. ("IPLP"), AIMCO/IPT, Inc. ("AIMCO/IPT"), AIMCO-GP, Inc. ("AIMCO-GP") and Apartment Investment and Management Company ("AIMCO"). Cooper River, IPLP, AIMCO/IPT, AIMCO OP, AIMCO-GP and AIMCO 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. (1) SECURITY AND SUBJECT COMPANY. This Statement relates to units of limited partnership interest (the "Units") of Drexel Burnham Lambert Real Estate Associates II,I a New York limited partnership (the "Partnership"). The address of the Partnership's principal executive offices is Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222. (2) IDENTITY AND BACKGROUND. (a)-(c), (f) The principal business of the Reporting Persons is the ownership, acquisition, development, expansion and management of multi-family apartment properties. The principal executive offices of the Reporting Persons are located at Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222. Cooper River Properties, L.L.C. is a Delaware limited liability company. Insignia Properties, L.P. is a Delaware limited partnership. AIMCO/IPT, Inc. is a Delaware corporation. AIMCO Properties, L.P. is a Delaware limited partnership. AIMCO-GP, Inc. is a Delaware corporation. Apartment Investment and Management Company is a Maryland Corporation. The executive officers and directors of AIMCO, AIMCO-GP and AIMCO/IPT, are listed on Annex I to the Schedule 13D ("Annex I"), which is incorporated herein by reference. (d)-(e) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Annex I (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of or prohibiting activities subject to federal or state securities laws or finding any violation with respect to such laws. (3) SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. AIMCO OP has purchased the following Units, as follows:

---------- (1) The 20 units are part of 3,507.65 units in various partnerships provided for an aggregate purchase price of $950,000. (2) The 40 units are part of 27,820.2 units in various partnerships purchased for an aggregate price of $3,700,000. 7 9 All of the Units purchased were purchased out of the working capital of AIMCO OP or AIMCO OP's credit facility. Under AIMCO OP's secured $400 million revolving credit facility with Bank of America and several other lenders, AIMCO OP., NHP Management Company and AIMCO/Bethesda Holdings, Inc. are the borrowers and all obligations thereunder are guaranteed by AIMCO and certain of its subsidiaries. The credit facility includes a swing line of up to $30 million. The obligations under the credit facility are secured by a first priority pledge of AIMCO OP's stock ownership in certain subsidiaries of AIMCO and its interests in notes issued by it to certain subsidiaries of AIMCO and a second priority pledge of each borrower's and AIMCO Holdings, L.P.'s stock ownership in certain subsidiaries of AIMCO and certain options to purchase Beneficial Assignee Interests ("BACs") of Oxford Tax Exempt Fund II Limited Partnership. The annual interest rate under the credit facility is based on either LIBOR or a base rate which is the higher of Bank of America's reference rate or 0.5% over the federal funds rate, plus, in either case, an applicable margin. The margin ranges between 2.05% and 2.55% in the case of LIBOR-based loans and between 0.55% and 1.05% in the case of base rate loans, based upon a fixed charge coverage ratio. The credit facility expires on July 31, 2002, unless extended at the discretion of the borrowers, at which time the revolving facility would be converted into a term loan for up to two successive one-year periods. The financial covenants contained in the credit facility require us to maintain a ratio of debt to gross asset value of no more than 0.55 to 1.0, and an interest coverage ratio of 2.25 to 1.0, a fixed charge coverage ratio of at least 1.7 to 1.0 until December 31, 2000, and 1.75 to 1.0 thereafter, an adjusted fixed charge coverage ratio (excluding amortization of the term loan made to the borrowers by Bank of America, N.A., Lehman Commercial Paper Inc. and certain other lenders) in connection with the purchase of certain assets related to the Oxford Realty Financial Group) of at least 1.50 to 1.0 while such term loan is outstanding. In addition, the credit facility limits us from distributing more than 80% of our Funds From Operations (as defined) (or such amounts as may be necessary for AIMCO to maintain our status as a REIT), imposes minimum net worth requirements and provides other financial covenants related to certain of AIMCO's assets and obligations. NHP Management Company, AIMCO/Bethesda Holdings, Inc. and AIMCO Holdings, LLP are subsidiaries of AIMCO. (4) PURPOSE OF TRANSACTION. AIMCO OP is in the business of acquiring direct and indirect interests in apartment properties such as the properties owned by the Partnership. The purchase of Units provides AIMCO OP with an opportunity to increase its ownership interest in the Partnership's properties. AIMCO OP owns the general partner and thereby control the management of the Partnership. In addition, AIMCO OP owns the manager of the residential properties. AIMCO OP currently intends that it will hold the Units acquired and the Partnership will continue its business and operations substantially as they are currently being conducted. Although the Reporting Persons have no present intention to do so, they may acquire additional Units or sell Units. Any acquisition may be made through private purchases, through one or more future tender or exchange offers, by merger, consolidation or by any other means deemed advisable. Any acquisition may be at a price higher or lower than the prices previously paid for the Units, and may be for cash, limited partnership interests in AIMCO OP or other consideration. The Reporting Persons also may consider selling some or all of the units previously purchased to persons not yet determined, which may include their affiliates. The Reporting Persons may also buy the Partnership's properties, although they have no present intention to do so. There can be no assurance, however, that the Reporting Persons will initiate or complete, or will cause the Partnership to initiate or complete, any subsequent transaction during any specific time period or at all. 8 10 The Reporting Persons do not have any present plans or proposals which relate to or would result in an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Partnership; a purchase or sale or transfer of a material amount of the Partnership's assets; any changes in composition of the Partnership's senior management or personnel or their compensation; any changes in the Partnership's present capitalization, indebtedness or distribution policy; or any other material changes in the Partnership's structure or business. The Reporting Persons or their affiliates may loan funds to the Partnership which may be secured by the Partnership's properties. If any such loans are made, upon default of such loans, the Reporting Persons or their affiliates could seek to foreclose on the loan and related mortgage or security interest. However, the Reporting Persons expect that consistent with fiduciary obligations of the general partner of the partnership, the general partner will seek and review opportunities (including opportunities identified by the Reporting Persons) to engage in transactions which could benefit the Partnership, such as sales or refinancings of assets or a combination of the Partnership with one or more other entities, with the objective of seeking to maximize returns to limited partners. The Reporting Persons have been advised that the possible future transactions the general partner of the Partnership expects to consider on behalf of the Partnership include: (1) payment of extraordinary distributions; (2) refinancing, reducing or increasing existing indebtedness of the Partnership; (3) sales of assets, individually or as part of a complete liquidation; and (4) mergers or other consolidation transactions involving the Partnership. Any such merger or consolidation transaction could involve other limited partnerships in which such general partner or its affiliates serve as general partners, or a combination of the Partnership with one or more existing, publicly traded entities (including, possibly, affiliates of the Reporting Persons), in any of which limited partners might receive cash, common stock or other securities or consideration. There is no assurance, however, as to when or whether any of the transactions referred to above might occur. If any such transaction is effected by the Partnership and financial benefits accrue to the limited partners of the Partnership, the Reporting Persons will participate in those benefits to the extent of our ownership of Units. The Reporting Person's primary objective in acquiring Units is to generate a profit on the investment represented by those Units. (5) INTEREST IN SECURITIES OF THE ISSUER. Cooper River directly owns 3,110 and AIMCO OP directly owns 4,451 Units (an aggregate of 7,561 Units), representing approximately 19.81% and 28.36%, respectively, or a total of approximately 48.16% of the outstanding Units based on the 15,698 Units outstanding at April 24, 2000. IPLP, AIMCO/IPT and AIMCO may be deemed to beneficially own the Units directly owned by Cooper River by reason of each of their relationship with Cooper River. AIMCO/IPT and AIMCO may be deemed to beneficially own the units directly owned by IPLP by reason of each of their relationships with IPLP. Cooper River is a wholly owned subsidiary of IPLP, and AIMCO/IPT is the sole general partner of IPLP (owning approximately 66.17% of the total equity interests). AIMCO/IPT is a wholly owned subsidiary of AIMCO. AIMCO-GP and AIMCO may be deemed to beneficially own the Units directly owned by AIMCO OP by each of their relationship with AIMCO OP. 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. Accordingly, for purposes of this Statement: (i) Cooper River is reporting that it shares the power to vote or direct the vote and the power to dispose or direct the disposition of the 3,110 Units directly owned by it; (ii) IPLP is reporting that it shares the power to vote or direct the vote and the power 9 11 to dispose and direct the disposition of 3,110 Units directly owned by Cooper River; (iii) AIMCO/IPT is reporting that it shares the power to vote or direct the vote and the power to dispose or direct the disposition of the 3,110 Units directly owned by Cooper River; (iv) 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 4,451 Units directly owned by; (vi) AIMCO-GP is reporting that it shares the power to vote or direct the disposition of the 4,451 Units owned by AIMCO OP; and (vii) AIMCO is reporting that it shares the power to vote or direct the vote and the power to dispose or direct the 4,451 Units directly owned by AIMCO OP. (6) CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. Not applicable. (7) MATERIAL TO BE FILED AS EXHIBITS. (a) Agreement of Joint Filing, dated October 5, 2000, among Cooper River, IPLP, AIMCO/IPT, AIMCO OP, AIMCO-GP and AIMCO (b) Second Amended and Restated Credit Agreement, dated as of September 20, 2000, among AIMCO Properties, L.P., NHP Management Company, AIMCO/Bethesda Holdings, Inc., Bank of America N.A. and several other lenders. (Exhibit (e) to AIMCO's Schedule 13D for Oxford Tax Exempt Fund II Limited Partnership, dated September 20, 2000, is incorporated herein by this reference.) 10 12 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: October 5, 2000 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) By: /s/ Patrick J. Foye ------------------------- Patrick J. Foye Executive Vice President AIMCO-GP, INC. By: /s/ Patrick J. Foye ------------------------- Patrick J. Foye Executive Vice President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Patrick J. Foye ------------------------- Patrick J. Foye Executive Vice President COOPER RIVER PROPERTIES, L.L.C. By: /s/ Patrick J. Foye ------------------------- Executive Vice President AIMCO/IPT, INC. By: /s/ Patrick J. Foye ------------------------- Patrick J. Foye Executive Vice President INSIGNIA PROPERTIES, L.P. By: AIMCO/IPT, INC. (General Partner) By: /s/ Patrick J. Foye ------------------------- Patrick J. Foye Executive Vice President 13 ANNEX I OFFICERS AND DIRECTORS The names and positions of the executive officers of Apartment Investment and Management Company ("AIMCO"), AIMCO-GP, Inc. ("AIMCO-GP") and the AIMCO/IPT, Inc. ("AIMCO/IPT") and the directors of AIMCO are set forth below. The two directors of AIMCO-GP and AIMCO/IPT are Terry Considine and Peter Kompaniez. Unless otherwise indicated, the business address of each executive officer and director is Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222. Each executive officer and director is a citizen of the United States of America.

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I-2 15

I-3 16

I-4 17

I-5 18

I-6 19 EXHIBIT INDEX

DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES III SC 13D/A