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) June 29, 2006
Apartment Investment and Management Company
(Exact Name of Registrant as Specified in Charter)
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| Maryland
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1-13232
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84-1259577 |
| (State or Other Jurisdiction of
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(Commission
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(I.R.S. Employer Identification |
| Incorporation)
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File Number)
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No.) |
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| 4582 South Ulster Street Parkway, |
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| Suite 1100, Denver, CO
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80237 |
| (Address of Principal Executive Offices)
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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 filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 3.02 Unregistered Sales of Equity Securities.
On June 29, 2006, Apartment Investment and Management Company (the “Company”) sold 200 shares
of its Series A Community Reinvestment Act Perpetual Preferred Stock, $0.01 par value per share
(“CRA Preferred Stock”), at a price of $490,000 per share, for gross proceeds of $98 million. The
shares were sold to a single financial institution in a private placement exempt from registration
under
section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). The initial
purchaser is expected to resell some or all of the shares of CRA Preferred Stock at a price of
$500,000 per share (plus accumulated and unpaid dividends from the date of original issuance) only
to qualified institutional buyers in accordance with Rule 144A under the Securities Act.
Item 5.03 Amendment to Articles of Incorporation or Bylaws.
On June 29, 2006, the Company filed with the State of Maryland Articles Supplementary (the
“Articles Supplementary”) relating to the CRA Preferred Stock, which became effective on filing.
The Articles Supplementary classified 240 authorized but unissued shares of the Company’s Class A
Common Stock, par value $0.01 per share, into 240 shares of CRA Preferred Stock.
Holders of the CRA Preferred Stock are entitled to cumulative cash dividends payable quarterly
in arrears on March 31, June 30, September 30, and December 31 of each year, when and as declared,
beginning on September 30, 2006. For the period from June 29, 2006, the date of original issuance,
through March 31, 2015, the dividend rate is a variable rate per annum equal to the Three-Month
LIBOR Rate (as defined in the Articles Supplementary) plus 1.25%, calculated as of the beginning of
each quarterly dividend period. The dividend rate for the period from the date of original
issuance through September 30, 2006 is 6.75% per annum, and the initial dividend payable on
September 30, 2006, is $8,718.75 per share.
The liquidation preference for the CRA Preferred Stock is $500,000 per share, plus an amount
equal to accumulated, accrued and unpaid dividends, whether or not earned or declared. The CRA
Preferred Stock will rank prior to the Company’s common stock and on the same level as the
Company’s outstanding shares of preferred stock, with respect to the payment of dividends and the
distribution of amounts upon liquidation, dissolution or winding up.
The CRA Preferred Stock will not be redeemable prior to June 30, 2011, except in limited
circumstances relating to the ownership limitation necessary to preserve the Company’s
qualification as a REIT. On and after June 30, 2011, the CRA Preferred Stock will be redeemable
for cash, in whole or from time to time in part, at the option of the Company, at a price per share
equal to the liquidation preference, plus accumulated, accrued and unpaid dividends, if any, to the
redemption date.
Unless previously redeemed in full, on March 31, 2015, and on each remarketing date
thereafter, the CRA Preferred Stock will be subject to remarketing at the lowest dividend rate
that, in the judgment of the remarketing agent selected by the Company, will permit the CRA
Preferred Stock to be remarketed at its liquidation preference of $500,000 per share. The dividend
rate that will be implemented in any remarketing may be fixed or variable, at the option of the
Company, and will remain in effect until the next remarketing, which is a period of time that the
Company will determine, in its sole discretion, in connection with each remarketing. All shares of
CRA Preferred Stock will be tendered for remarketing on each remarketing date, unless a holder
affirmatively elects to hold its shares by delivering a notice of non-tender to the Company and the
remarketing agent. If the remarketing agent is unable to remarket all of the tendered shares at
their liquidation preference, the dividend rate will be adjusted to equal the Three-Month LIBOR
Rate plus 3.25% for a period of one year, after which another remarketing will be attempted.
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Holders of CRA Preferred Stock will generally not have any voting rights. If, however, the
Company has not paid dividends on the CRA Preferred Stock for six or more quarterly periods,
whether or not consecutive, holders of CRA Preferred Stock, together with holders of other classes
of preferred stock of the Company, will be entitled to elect two additional directors to the
Company’s board of directors until
all accumulated and unpaid dividends on the CRA Preferred Stock have been paid or declared and set
apart for payment. In addition, certain material adverse changes to the terms of the CRA Preferred
Stock cannot be made without the affirmative vote of holders of at least 66-2/3% of the outstanding
shares of CRA Preferred Stock.
The Company believes that holders of CRA Preferred Stock will
receive positive consideration under the Community Reinvestment Act of 1977, as amended from time to time (the “CRA”), based on the value of eligible
assets owned directly or indirectly by the Company’s operating partnership and each such holder’s investment in the CRA Preferred Stock.
A copy of the Articles Supplementary is filed hereto as Exhibit 3.1 and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this report:
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Description |
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3.1
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Articles Supplementary relating to the Series A Community Reinvestment Act Perpetual Preferred Stock of the Company. |
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