<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 02549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 1998
AMBASSADOR APARTMENTS, INC.
(Exact name of registrant as specified in its charter)
Maryland 1-14132 36-3948161
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
77 West Wacker Drive, Suite 4040, Chicago, Illinois 60601
(Address of principal executive offices) (Zip Code)
(312) 917-1600
(Registrant's Telephone Number)<PAGE>
<PAGE>
Item 5 Other Events
On March 17, 1998, Ambassador Apartments, Inc. (the "Company")
and Apartment Investment and Management Company (the "Purchaser")
entered into a letter agreement (the "Letter Agreement")
supplementing the Agreement and Plan of Merger dated as of December
23, 1997 (the "Merger Agreement") between the Company and the
Purchaser.
The Letter Agreement is attached as Exhibit 1 hereto and is
incorporated herein by reference.
Item 7. Exhibits
1. Letter Agreement dated as of March 11, 1998 between Ambassador
Apartments, Inc. and Apartment Investment and Management
Company. <PAGE>
<PAGE>
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 thereunto duly authorized.
AMBASSADOR APARTMENTS, INC.
Registrant
Dated: March 17, 1998 /s/ Thomas J. Coorsh
Thomas J. Coorsh
Senior Vice President
and Chief Financial
Officer<PAGE>
<PAGE>
EXHIBIT 1
AMBASSADOR APARTMENTS, INC.
77 West Wacker Drive
Chicago, IL 60601
March 11, 1998
Apartment Investment and Management Company
1873 South Bellaire Street, 17th Floor
Denver, CO 80222
Gentlemen:
This letter agreement is entered into in connection with that
certain Agreement and Plan of Merger ("Merger Agreement") dated as of
December 23, 1997 between Apartment Investment and Management Company
("AIMCO") and Ambassador Apartments, Inc. ("Ambassador"). Reference
is made to the Merger Agreement. Terms used in this letter that are
defined terms in the Merger Agreement but which are not defined in
this letter will have the same meaning as in the Merger Agreement.
To clarify the Merger Agreement, and notwithstanding anything to the
contrary contained in the Merger Agreement, the parties agree as
follows:
1. Dividends. In lieu of the payment of the special
dividends contemplated by Section 2.2(c)(i) of the Merger Agreement:
(a) Regular Quarterly Dividends. Consistent with Section
7.15 of the Merger Agreement, each party will declare its regular
quarterly dividend for the first quarter (and for any other calendar
quarter ended prior to the Effective Time) with a record date prior
to the Effective Time. In addition, in the ordinary course of
business after the Effective Time, AIMCO will declare a dividend for
the quarter in which the Effective Time occurs in the amount of its
regularly quarterly dividend amount for such quarter.
(b) Special Ambassador Dividend. Ambassador will also declare
a special dividend, with a record date prior to the Effective Time,
which will result in its stockholders receiving an amount per share
equal to the product of (x) the difference between (a) Ambassador's
most recent quarterly dividend amount (appropriately adjusted for any
stock splits and the like) and (b) the product of the Conversion
Ratio (as determined pursuant to the Merger Agreement) and AIMCO's
most recent quarterly dividend amount (appropriately adjusted for any
stock splits and the like), and (y) the number of days which shall
have elapsed through and including the day immediately prior to the
day of the Effective Time since the end of the most recent calendar
quarter (as of the Effective Time) for which Ambassador's dividend
record date has occurred divided by 91. Thus, for example, if the
Effective Time occurs on May 1, 1998, in addition to the regular
dividends provided for in paragraph (a) above, Ambassador
stockholders would receive a special dividend of $.0238 per share
(assuming the Conversion Ratio is 0.583). <PAGE>
<PAGE>
(c) Miscellaneous. This Section 1 shall not be construed to
limit Ambassador's rights to take actions necessary or appropriate in
complying with tax laws relating to REITs. In addition, to the
extent necessary or appropriate under such tax laws, regular
Ambassador dividends contemplated hereby will be paid by Ambassador
and received by its stockholders prior to the Effective Time. If
payment of any Ambassador dividends provided for in this Section 1 is
not made prior to the Effective Time, then, promptly following the
Effective Time the Surviving Corporation shall pay such dividends to
the holders entitled thereto. Concurrent and equivalent per unit
distributions for the benefit of holders of OP Units shall be made in
connection with the dividends contemplated by this letter. The
parties shall cooperate to implement the dividend and distribution
provisions of the Merger Agreement and this letter as may be
necessary to achieve the intended economic benefits thereof to the
shareholders of the parties.
2. AIMCO Break-Up Expenses. If the Merger Agreement is
terminated by AIMCO pursuant to Section 9.1(b)(i), then, without
limitation of AIMCO's right, if any, to receive the Break-Up Fee,
Ambassador shall pay to AIMCO the Break-Up Expenses (subject to the
limitations contained in the Merger Agreement with respect to the
payment of such Break-Up Expenses).
3. Ambassador Break-Up Expenses. If the Merger Agreement is
terminated by Ambassador pursuant to Section 9.1(b)(i), then, without
limitation of Ambassador's right, if any, to receive the Break-Up
Fee, AIMCO shall pay to Ambassador the Break-Up Expenses (subject to
the limitations contained in the Merger Agreement with respect to the
payment of such Break-Up Expenses).<PAGE>
<PAGE>
Please indicate your agreement with the foregoing by executing
this letter in the space provided below.
AMBASSADOR APARTMENTS, INC.
By:/s/ DEBRA A. CAFARO
Name: Debra A. Cafaro
Title: President
Agreed to and accepted:
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ THOMAS W. TOOMEY
Name: Thomas W. Toomey
Title: Executive Vice President<PAGE>
