<PAGE>
As filed with the Securities and Exchange Commission on October 18, 1996
Registration No. 333-________
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Exact name of registrant as specified in its charter)
MARYLAND 84-1259577
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(Address of principal executive offices)(Zip code)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
TERRY CONSIDINE
CHAIRMAN OF THE BOARD OF DIRECTORS
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(Name and address of agent for service)
(303) 757-8101
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maxi- Proposed Maxi-
Title of Securities Amount to be mum Offering mum Aggregate Amount of Reg-
to be Registered Registered (1) Price Per Share(2) Offering Price(2) istration Fee(2)
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.01 per
share 500,000 $21.50 $10,750,000.00 $3258.00
</TABLE>
(1) This Registration Statement also covers such additional number of shares
of Class A Common Stock as may become issuable pursuant to the antidilution
adjustment provisions of the Apartment Investment and Management Company
Non-Qualified Employee Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 of the rules and regulations under the Securities
Act of 1933, as amended (the "Securities Act"), based on the average of the
high and low sale prices for a share of Class A Common Stock on the New York
Stock Exchange on October 16, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 have been or will be sent or given to employees as specified by
Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, Apartment Investment and
Management Company, a Maryland corporation (the "Company"), pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
1-13232), are incorporated herein by reference:
(i) Annual Report on Form 10-K for the year ended December
31, 1995;
(ii) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996 (and all amendments
thereto);
(iii) Current Reports on Form 8-K dated December 29, 1995, (and
Amendment No. 1 thereto), and January 1, 1996; and
(iv) the description of the Class A Common Stock which is
contained in a Registration Statement on Form 8-A filed
July 19, 1994, including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed document that
is or is deemed to be incorporated by reference herein modifies or supersedes
such previous statement. Any statement so modified or superseded shall not
be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Charter limits the liability of the Company's
directors and officers to the Company and its stockholders to the fullest
extent permitted from time to time by Maryland law. Maryland law presently
permits the liability of directors and officers to a corporation or its
stockholders for money damages to be limited, except (i) to the extent that
it is proved that the director or officer actually received an improper
benefit or profit in money, property or services for the amount of the
benefit or profit in money, property or services actually received, or (ii)
if a judgment or other final adjudication is entered in a proceeding based on
a finding that the director's or officer's action, or failure to act, was the
result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding. This provision does not limit the
ability of the Company or its stockholders to obtain other relief, such as an
injunction or rescission.
The Company's Charter and Bylaws require the Company to indemnify
its directors, officers and certain other parties to the fullest extent
permitted from time to time by Maryland law. The Maryland General
Corporation Law (the "MGCL") permits a corporation to indemnify its
directors, officers and certain other parties against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service to or at the request of the corporation, unless it is
established that (i) the act or omission of the indemnified party was
material to the matter giving rise to the proceeding and (x) was committed in
bad faith or (y) was the result of active and deliberate dishonesty, (ii) the
indemnified party actually received an improper personal benefit in money,
property or services or (iii) in the case of any criminal proceeding, the
indemnified party had reasonable cause to believe that the act or omission
was unlawful. Indemnification may be made against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by the director
or officer in connection with the proceeding; PROVIDED, HOWEVER, that if the
proceeding is one by or in the right of the corporation, indemnification may
not be made with respect to any proceeding in which the director or officer
has been adjudged to be liable to the corporation. In addition, a director
or officer may not be indemnified with respect to any proceeding charging
improper personal benefit to the director or officer in which the director or
officer was adjudged to be liable on the basis that personal benefit was
improperly received. The termination of any proceeding by conviction, or
upon a plea of nolo contendere or its equivalent, or an entry of any order of
probation prior to judgment, creates a rebuttable presumption that the
director or officer did not meet the requisite standard of conduct required
for indemnification to be permitted. It is the position of the Securities
and Exchange Commission that indemnification of directors and officers for
liabilities arising under the Securities Act is against public policy and is
unenforceable pursuant to Section 14 of the Securities Act.
The Company has entered into agreements with certain of its
executive officers (Messrs. Considine, Kompaniez, Ira and Lacy, and Ms.
Morein and Ms. Heath), pursuant to which the Company has agreed to indemnify
such executive officers to the fullest extent permitted by applicable law.
2
<PAGE>
The Agreement of Limited Partnership (the "Operating Partnership
Agreement") of AIMCO Properties, L.P., a Delaware limited partnership (the
"Operating Partnership"), also provides for indemnification of the Company,
or any director or officer of the Company, in its capacity as general partner
of the Partnership, from and against all losses, claims, damages,
liabilities, joint or several, expenses (including legal fees), fines,
settlements and other amounts incurred in connection with any actions
relating to the operations of the Operating Partnership, as set forth in the
Operating Partnership Agreement.
Section 2.8 of Apartment Investment and Management Company
Non-Qualified Employee Stock Option Plan (the "Plan"), Section 2.8 of the
Apartment Investment and Management Company 1996 Stock Award and Incentive
Plan (the "1996 Plan"), and Section 6.7 of The 1994 Stock Option Plan of
Apartment Investment and Management Company and Affiliates (the "1994 Plan")
specifically provide that to the fullest extent permitted by law, each of
the members of the Board of Directors of the Company (the "Board"), the
Compensation Committee of the Board, and each of the directors, officers and
employees of the Company, any Company subsidiary, the Operating Partnership
and any subsidiary of the Operating Partnership shall be held harmless and
indemnified by the Company for any liability, loss (including amounts paid in
settlement), damages or expenses (including reasonable attorneys' fees)
suffered by virtue of any determinations, acts or failures to act, or alleged
acts or failures to act, in connection with the administration of the Plan,
the 1996 Plan or the 1994 Plan, as the case may be, so long as such person is
not determined by a final adjudication to be guilty of willful misconduct
with respect to such determination, action or failure to act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Restated Articles of Incorporation
of the Company (filed as Exhibit 3.1
to the Company's Annual Report on
Form 10-K for the year ended Decem-
ber 31, 1995 and incorporated herein
by reference).
4.2 Bylaws of the Company (filed as Ex-
hibit 3.2 to the Company's Annual
Report on Form 10-K for the year
ended December 31, 1995 and incor-
porated herein by reference).
5.1 Opinion of Piper & Marbury L.L.P.
regarding the legality of the secu-
rities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Independent Public Accountants
(Arthur Andersen LLP).
23.3 Consent of Piper & Marbury L.L.P.
(included in their opinion filed as
Exhibit 5).
25 Power of Attorney (included on the
signature page of this registration
statement).
3
<PAGE>
ITEM 9. REQUIRED UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this regis-
tration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration state-
ment (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a funda-
mental change in the information set forth in the registra-
tion statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calcula-
tion of Registration Fee" table in the effective registra-
tion statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such infor-
mation in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the regis-
trant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registra-
tion statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securi-
ties at that time shall be deemed to be the initial BONA FIDE
offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.
4
<PAGE>
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the regis-
trant in the successful defense of any action, suit or proceed-
ing) is asserted by such director, officer or controlling person
in connection with the securities being registered, the regis-
trant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnifica-
tion by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
5
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Terry Considine and Peter Kompaniez his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, State of Colorado, on the
17th of October, 1996.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Terry Considine
---------------------------
Terry Considine
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <C> <C>
/s/ Terry Considine Chairman of the Board, President and October 17, 1996
- ------------------------- Chief Executive Officer (Principal Execu-
Terry Considine tive Officer)
/s/ Leeann Morein Senior Vice President, Chief Financial October 17, 1996
- ------------------------- Officer and Secretary (Principal Financial
Leeann Morein Officer)
/s/ Patricia K. Heath Vice President and Chief Accounting October 17, 1996
- ------------------------ Officer (Principal Accounting Officer)
Patricia K. Heath
6
<PAGE>
/s/ Peter K. Kompaniez Vice Chairman and Director October 17, 1996
- -------------------------
Peter K. Kompaniez
/s/ Richard S. Ellwood
- ------------------------- Director October 17, 1996
Richard S. Ellwood
- ------------------------- Director October __, 1996
J. Landis Martin
/s/ Thomas L. Rhodes
- ------------------------- Director October 17, 1996
Thomas L. Rhodes
/s/ John D. Smith
- ------------------------- Director October 17, 1996
John D. Smith
</TABLE>
7
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description of Exhibit Numbered Page
- ----------- ---------------------- --------------
4.1 Restated Articles of Incorporation
of the Company (filed as Exhibit 3.1
to the Company's Annual Report on
Form 10-K for the year ended Decem-
ber 31, 1995 and incorporated herein
by reference).
4.2 Bylaws of the Company (filed as Ex-
hibit 3.2 to the Company's Annual
Report on Form 10-K for the year
ended December 31, 1995 and incor-
porated herein by reference).
5.1 Opinion of Piper & Marbury L.L.P.
regarding the legality of the secu-
rities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Independent Public Accountants
(Arthur Andersen LLP).
23.3 Consent of Piper & Marbury L.L.P.
(included in their opinion filed as
Exhibit 5).
25 Power of Attorney (included on the
signature page of this registration
statement).
<PAGE>
[LETTERHEAD]
October 18, 1996
Apartment Investment and Management Company
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
REGISTRATION STATEMENT ON FORM S-8
Dear Sirs:
We have acted as counsel for Apartment Investment and Management
Company, a Maryland corporation (the "Company"), in connection with a
Registration Statement on Form S-8 which was filed by the Company under the
Securities Act of 1933, as amended, (the "Registration Statement"), and which
registers 500,000 shares of the Class A Common Stock, par value $.01 per
share, of the Company (the "Shares") to be issued pursuant to the Apartment
Investment and Management Company Non-Qualified Employee Stock Option Plan
(the "Plan").
In this capacity, we have examined the Registration Statement, the
Charter and By-Laws of the Company, the Plan, the proceedings of the Board of
Directors of the Company relating to the issuance of the Shares to be issued
pursuant to the Plan, a Certificate of the Secretary of the Company dated
October 18, 1996, and such other statutes, certificates, instruments and
documents relating to the Company and matters of law as we have deemed
necessary to the issuance of this opinion. In such examination, we have
assumed, without independent investigation, the genuineness of all
signatures, the legal capacity of all individuals who have executed any of
the aforesaid documents, the authenticity of all documents submitted to us as
originals, the conformity with originals of all documents submitted to us as
copies (and the authenticity of the originals of such copies), and all public
records reviewed are accurate and complete. As to factual matters, we have
relied on the Certificate of the Secretary and have not independently verified
the matters stated therein. We assume that the Company will have available at
the time of issuance of any of the Shares under the Plan at least that number
of authorized
<PAGE>
[LETTERHEAD]
Apartment Investment and Management Company
October 18, 1996
Page 2
but unissued shares of Common Stock of the Company equal to the number of
shares then being issued.
Based upon the foregoing, we are of the opinion and advise you that the
Shares to be issued by the Company pursuant to the Plan have been duly and
validly authorized and, when issued and delivered as contemplated in the
Registration Statement and in accordance with the Plan, will be validly
issued, fully paid, and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm and to our opinion in
the Registration Statement.
Very truly yours,
Piper & Marbury L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Apartment Investment and Management
Company Non-Qualified Employee Stock Option Plan of (i) our report dated
January 26, 1996, except for Note 17, as to which the date is January 31,
1995, with respect to the consolidated financial statements and schedule of
Apartment Investment and Management Company included in its Annual Report on
Form 10-K for the year ended Decem-ber 31, 1995, filed with the Securities
and Exchange Commission (the "Annual Report"), and (ii) our report dated
January 20, 1995, with respect to the combined financial statements and
schedule of the AIMCO Predecessors (as defined in the notes thereto) included
in the Annual Report.
ERNST & YOUNG LLP
Los Angeles, California
October 17, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of
our report (and all references to our Firm) included in or made a part of
this Registration Statement on Form S-8 and the related Prospectus of
Apartment Investment and Management Company (the "Company") and to the
incorporation by reference therein of (i) our report dated November 21, 1995,
with respect to the combined statement of revenues and certain expenses of
the GECC Properties (as defined in the notes thereto) included in the
Company's Current Report on Form 8-K dated December 29, 1995 (as amended),
filed with the Securities and Exchange Commission and (ii) our report dated
January 2, 1996 with respect to the statement of revenues and certain
expenses of the Peachtree Park Apartments included in the Company's Current
Report on Form 8-K dated January 1, 1996, filed with the Securities and
Exchange Commission.
ARTHUR ANDERSEN LLP
Denver, Colorado
October 17, 1996
