UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 1, 2010
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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| Maryland
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1-13232
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84-1259577 |
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
AIMCO PROPERTIES, L.P.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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0-24497
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84-1275621 |
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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| 4582 SOUTH ULSTER STREET |
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| PARKWAY SUITE 1100, DENVER, CO
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80237 |
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(ZIP Code) |
Registrant’s Telephone Number, Including Area Code: (303) 757-8101
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the Registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Underwriting Agreement
On September 1, 2010, Apartment Investment and Management Company (the “Company”) and AIMCO
Properties, L.P., the operating partnership through which the Company conducts its real estate
activities (the “Operating Partnership”), entered into an underwriting agreement (the “Underwriting
Agreement”) with the underwriters named therein (the “Underwriters”), for whom Morgan Stanley & Co.
Incorporated and Wells Fargo Securities, LLC are acting as representatives, pursuant to which the
Company agreed to sell 4,000,000 shares of its 7.75% Class U Cumulative Preferred Stock, par value
$.01 per share (the “Class U Preferred Stock”), to the Underwriters in an underwritten public
offering (the “Offering”). The Underwriters agreed to pay the Company a purchase price per share
of $24.0865 (reflecting a price to the public of $24.8590 per share, less an underwriting discount
of $0.7725 per share). The Underwriting Agreement contains customary representations and
warranties, covenants, indemnification provisions and closing conditions. The foregoing
description of the Underwriting Agreement is qualified in its entirety by reference to the
Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The Company intends to contribute the estimated net proceeds of $96.1 million (after deducting
underwriting discounts and commissions and estimated transaction expenses) from the Offering to the
Operating Partnership in exchange for a preferred interest in the Operating Partnership. The
Operating Partnership intends to use the amount received from the Company to redeem other preferred
securities. The Offering is expected to close on September 7, 2010, subject to customary closing
conditions.
The Underwriters and their respective affiliates are full service financial institutions
engaged in various activities, which may include securities trading, commercial and investment
banking, financial advisory, investment management, principal investment, hedging, financing and
brokerage activities. Some of the Underwriters or their affiliates from time to time perform
investment banking and other financial services for the Company or the Operating Partnership and
their respective affiliates for which they receive advisory or transaction fees, as applicable,
plus out-of-pocket expenses, of the nature and in amounts customary in the industry for these
financial services. Wells Fargo Securities, LLC is sales agent under an equity distribution
agreement with the Company and the Operating Partnership, and an affiliate of Raymond James
Associates, Inc. is a lender under the Company’s credit facility.
Amendment to Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P.
On September 2, 2010, AIMCO-GP, Inc. (the “General Partner”), a wholly owned subsidiary of the
Company and the general partner of the Operating Partnership, entered into the Third Amendment (the
“Third Amendment”) to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco
Operating Partnership, dated as of July 29, 1994 and amended and restated as of February 28, 2007
(as amended and/or supplemented from time to time), to permit the issuance of additional Class U
Partnership Preferred Units of the Operating Partnership, which have substantially identical
economic terms as the Class U Preferred Stock.
The foregoing description of the Third Amendment is qualified in its entirety by reference to
the Third Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 2, 2010, the Company filed Articles Supplementary (the “Articles Supplementary”)
with the Department of Assessments and Taxation of the State of Maryland reclassifying and
designating an additional 4,000,000 shares of the Company’s authorized and unissued shares of
Class A Common Stock, par value $.01 per share (“Common Stock”), as additional shares of the
Class U Preferred Stock. The reclassification increases the number of authorized shares classified
as Class U Preferred Stock from 8,000,000 shares immediately prior to the reclassification to
12,000,000 shares immediately after the reclassification. The reclassification decreases the
number of authorized shares classified as Common Stock from 426,157,736 shares immediately prior to
the
reclassification to 422,157,736 shares immediately after the reclassification. The first
dividend on the Class U Preferred Stock issued and sold in the Offering will be paid on October 15,
2010, and will be for a full quarter in the amount of $0.484375 per share.
The foregoing description of the Articles Supplementary is qualified in its entirety by
reference to the Articles Supplementary, a copy of which is filed herewith as Exhibit 3.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events
On September 1, 2010, the Company issued a press release announcing the pricing of the shares
of the Class U Preferred Stock. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit No. |
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Description |
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1.1
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Underwriting Agreement, dated September 1, 2010, by and among Apartment
Investment and Management Company, AIMCO Properties, L.P., and Wells Fargo
Securities, LLC and Morgan Stanley & Co. Incorporated, as representatives of
the several underwriters named therein |
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3.1
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Articles Supplementary dated September 2, 2010 |
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5.1
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Opinion of DLA Piper LLP (US) |
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8.1
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Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP |
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10.1
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Third Amendment to the Fourth Amended and Restated Agreement of Limited
Partnership of AIMCO Properties, L.P., dated as of September 2, 2010 |
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12.1
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Statement of Computation of Ratio of Earnings to Fixed Charges |
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23.1
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Consent of DLA Piper LLP (US) (included in Exhibit 5.1) |
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23.2
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1) |
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99.1
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Press release issued by Apartment Investment and Management Company on
September 1, 2010 |