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) JUNE 5, 2002
------------
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 1-13232 84-1259577
------------------------------- ------------ -------------------
(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
----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 757-8101
--------------
NOT APPLICABLE
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. OTHER EVENTS
On June 5, 2002, Apartment Investment and Management Company
("AIMCO") completed the sale of 8,000,000 shares of its Class A Common Stock in
an underwritten public offering for which Morgan Stanley & Co. Incorporated
acted as underwriter. AIMCO also gave the underwriter an option to purchase
1,200,000 additional shares of the Class A Common Stock to cover overallotments.
The sale was made pursuant to an Underwriting Agreement, dated May 30, 2002, a
copy of which is included as Exhibit 1.1 to this report and incorporated herein
by reference.
The net proceeds to AIMCO from the sale of the shares of Class
A Common Stock, after deducting estimated expenses of $150,000 and underwriting
discounts and commissions of $2,240,000, were approximately $369,210,000. The
net proceeds were invested in the AIMCO operating partnership, which will use
approximately $279,500,000 of such net proceeds to repay the AIMCO operating
partnership's outstanding indebtedness under its revolving credit facility. The
AIMCO operating partnership will use the remaining net proceeds to prepay a term
loan, the proceeds of which were used to fund the acquisition of Casden
Properties Inc. in March 2002. In addition, the AIMCO operating partnership may
borrow funds under the revolving credit facility to prepay all or some of the
remaining balance of the term loan.
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 May 30, 2002, by and among
Apartment Investment and Management Company, a Maryland
corporation, AIMCO Properties, L.P., a Delaware limited
partnership, and Morgan Stanley & Co. Incorporated, as
Underwriter.
5.1 Opinion of Piper Rudnick LLP regarding the validity of the
Class A Common Stock.
23.1 Consent of Piper Rudnick LLP (included in Exhibit 5.1)
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: June 5, 2002 By: /s/ Paul J. McAuliffe
-----------------------------------
Paul J. McAuliffe
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Exhibit
Number Description
------- -----------
1.1 Underwriting Agreement, dated May 30, 2002, by and among
Apartment Investment and Management Company, a Maryland
corporation, AIMCO Properties, L.P., a Delaware limited
partnership, and Morgan Stanley & Co. Incorporated, as
Underwriter.
5.1 Opinion of Piper Rudnick LLP regarding the validity of the
Class A Common Stock.
23.1 Consent of Piper Rudnick LLP (included in Exhibit 5.1)