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) APRIL 11, 2002
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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, 80222-7900
SUITE 2-1000, DENVER, CO -----------
---------------------------------------- (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (303) 757-8101
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. OTHER EVENTS
On April 11, 2002, Apartment Investment and Management Company
("AIMCO") completed the sale of (i) 500,000 shares of its Class R Cumulative
Preferred Stock, to Nuveen Real Estate Income Fund, a Massachusetts business
trust, and (ii) 500,000 shares of its Class R Cumulative Preferred Stock to
Security Capital U.S. Real Estate Shares, a series of Security Capital Real
Estate Mutual Funds Incorporated, a Maryland corporation. The sales were made
pursuant to a purchase agreement, dated April 10, 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 R
Cumulative Preferred Stock, after deducting estimated expenses of $76,000, were
approximately $25,264,000. No underwriting discount or commissions were paid in
connection with the sale. The net proceeds were invested in the AIMCO operating
partnership, and will be used to repay a portion of the AIMCO operating
partnership's outstanding indebtedness under its revolving credit facility. The
AIMCO operating partnership then intends to make a draw down under the revolving
credit facility in an amount equal to the net proceeds from the sale and use
such funds to prepay a portion of a term loan, the proceeds of which were used
to fund the acquisition of Casden Properties Inc. in March 2002.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
The following exhibits are filed with this report:
Exhibit
Number Description
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1.1 Purchase Agreement, dated April 10, 2002, by and among
Apartment Investment and Management Company, a Maryland
corporation, AIMCO Properties, L.P., a Delaware limited
partnership, Security Capital Research & Management
Incorporated, Nuveen Real Estate Income Fund, a
Massachusetts business trust, and Security Capital U.S.
Real Estate Shares, a series of Security Capital Real
Estate Mutual Funds Incorporated, a Maryland corporation.
4.1 Articles Supplementary relating to the Class R Cumulative
Preferred Stock.
5.1 Opinion of Piper Rudnick LLP regarding the validity of the
Class R Cumulative Preferred 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: April 15, 2002 By: /s/ Paul J. McAuliffe
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Paul J. McAuliffe
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Exhibit
Number Description
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1.1 Purchase Agreement, dated April 10, 2002, by and among
Apartment Investment and Management Company, a Maryland
corporation, AIMCO Properties, L.P., a Delaware limited
partnership, Security Capital Research & Management
Incorporated, Nuveen Real Estate Income Fund, a
Massachusetts business trust, and Security Capital U.S.
Real Estate Shares, a series of Security Capital Real
Estate Mutual Funds Incorporated, a Maryland corporation.
4.1 Articles Supplementary relating to the Class R Cumulative
Preferred Stock.
5.1 Opinion of Piper Rudnick LLP regarding the validity of the
Class R Cumulative Preferred Stock.
23.1 Consent of Piper Rudnick LLP (included in Exhibit 5.1)