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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) AUGUST 1, 2001
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
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(Exact name of registrant as specified in its charter)
MARYLAND 1-13232 84-1259577
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
2000 SOUTH COLORADO BOULEVARD, TOWER TWO, SUITE 2-
1000, DENVER, CO 80222-7900
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 757-8101
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. OTHER EVENTS
On August 1, 2001, Apartment Investment and Management Company (the
"Company") completed the sale of an additional 800,000 shares of its Class R
Cumulative Preferred Stock, $.01 par value per share (the "Class R Preferred
Stock"), in an underwritten public offering for which Morgan Stanley & Co.
Incorporated acted as underwriter. The sale was made pursuant to an Underwriting
Agreement, dated July 27, 2001, a copy of which is included as an exhibit to
this report. As reported by the Company on Form 8-K, dated July 20, 2001 (filed
July 24, 2001), the Company had previously issued and sold 4,140,000 shares of
the Class R Preferred Stock in an underwritten public offering.
On July 30, 2001, the Company filed with the Securities and Exchange
Commission (the "Commission") a Prospectus Supplement, dated July 27, 2001,
relating to the offering of up to 800,000 shares of Class R Preferred Stock. The
Prospectus Supplement relates to a registration statement (File No. 333-61409)
on Form S-3 filed by the Company and AIMCO Properties, L.P. with the Commission
for the public offering, pursuant to Rule 415 under the Securities Act of 1933,
as amended, of up to an aggregate of $1,268,168,000 of securities of the Company
(including $268,168,000 of securities previously registered in a previous
registration statement (File No. 333-26415)) and $500,000,000 of securities of
AIMCO Properties, L.P. The registration statement was originally filed on August
13, 1998, and was amended by Amendment No. 1 thereto, filed on October 16, 1998,
and Amendment No. 2 thereto, filed on November 25, 1998.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits
The following exhibits are filed with this report:
Exhibit
Number Description
1.1 Underwriting Agreement, dated July 27, 2001, by and among
Apartment Investment and Management Company, AIMCO
Properties L.P. and Morgan Stanley & Co. Incorporated.
4.1 Articles Supplementary relating to the Class R Cumulative
Preferred Stock.
5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP regarding the
validity of the Class R Cumulative Preferred Stock.
23.1 Consent of Piper Marbury Rudnick & Wolfe LLP (included in
Exhibit 5.1)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
Date: August 1, 2001 By: /s/ Paul J. McAuliffe
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Paul J. McAuliffe
Executive Vice President,
Chief Financial Officer
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EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Exhibit
Number Description
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1.1 Underwriting Agreement, dated July 27, 2001, by and among
Apartment Investment and Management Company, AIMCO Properties
L.P. and Morgan Stanley & Co. Incorporated.
4.1 Articles Supplementary relating to the Class R Cumulative
Preferred Stock.
5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP regarding the
validity of the Class R Cumulative Preferred Stock.
23.1 Consent of Piper Marbury Rudnick & Wolfe LLP (included in
Exhibit 5.1)