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As filed with the Securities and Exchange Commission on August 18, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Exact name of Registrant as Specified in its Charter)
MARYLAND 84-1259577
- -------------------------------- ------------------------------------
(State of Incorporation or (I.R.S. Employer Identification No.)
Organization)
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222-4348
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(Address of principal executive offices)
<TABLE>
<S> <C>
If this Form relates to the registration If this Form relates to the registration of a
of a class of debt securities and is class of debt securities and is to become
effective upon filing pursuant to General effective simultaneously with the effective-
Instruction A(c)(1) please check the ness of a concurrent registration statement
following box. [ ] under the Securities Act of 1933 pursuant to
General Instruction A(c) (2) please check the
following box. [ ]
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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<S> <C>
9 1/2% Class H Cumulative Preferred Stock, The New York Stock Exchange
par value $.01 per share (liquidation
preference $25 per share)
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement relates to the registration under
the Securities Exchange Act of 1934, as amended, of shares of 9 1/2% Class H
Cumulative Preferred Stock, par value $.01 per share (liquidation preference
$25 per share) (the "Class H Preferred Stock"), of Apartment Investment and
Management Company, a Maryland corporation (the "Registrant"). The description
of the Class H Preferred Stock to be registered hereunder is set forth under
the captions "Description of Class H Preferred Stock" and "Description of Other
Capital Stock of AIMCO" in the Registrant's Prospectus Supplement, dated August
11, 1998, with respect to the Class H Preferred Stock (the "Prospectus
Supplement"), filed pursuant to Rule 424(b) promulgated under the Securities
Act of 1933, as amended, relating to the Registrant's Registration Statement on
Form S-3 (No. 333-26415) filed with the Commission on May 22, 1997, as amended,
which description is incorporated herein by reference.
ITEM 2. EXHIBITS.
The Class H Preferred Stock is to be registered on The New
York Stock Exchange, on which other securities of the Registrant are
registered. Accordingly, copies of the following exhibits will be filed with
The New York Stock Exchange, and are filed as exhibits to this Registration
Statement:
3.1 Charter of Registrant (incorporated by reference to Exhibit
3.1 to the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1998);
3.2 Bylaws of Registrant (incorporated by reference to Exhibit 3.2
to the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1997);
3.3 Form of the Registrant's Class H Preferred Stock Certificate.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Troy D. Butts
------------------------------------
Name: Troy D. Butts
Title: Vice President and
Chief Financial Officer
Date: August 18, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
3.1 Charter of Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1998).
3.2 Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1997).
3.3 Form of the Registrant's Class H Preferred Stock Certificate.
</TABLE>
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EXHIBIT 3.3
Form of the Registrant's Class H Preferred Stock Certificate.
[front of Certificate]
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
Incorporated under the laws of the state of Maryland
Number
-------------------
Shares
- -----------------
Class H Cumulative Preferred Stock See reverse for
certain definitions
This certificate is transferable in
Boston, MA or New York, NY CUSIP 03748R 50 7
Countersigned and registered
BankBoston, N.A.
----------------------------
(Signature)
This certifies that _____________________________ is the owner of ___________
fully-paid and non-assessable shares of Class H Cumulative Preferred Stock,
$.01 par value per share, of Apartment Investment and Management Company
transferable only on the books of the Corporation by the holder hereof in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated /s/ TERRY CONSIDINE
-------------------- -------------------------------------
Terry Considine,
Chief Executive Officer
/s/ JOEL BONDER /s/ PETER KOMPANIEZ
- ---------------------------------- -------------------------------------
Joel Bonder Peter Kompaniez
Secretary President
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[back of Certificate]
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
The Corporation will furnish to any stockholder on request and without
charge a full statement of the designations and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class which the Corporation is authorized to issue, of the differences in the
relative rights and preferences between the shares of each series of a
preferred or special class in series which the Corporation is authorized to
issue, to the extent they have been set, and of the authority of the Board of
Directors to set the relative rights and preferences of subsequent series of a
preferred or special class of stock. Such request may be made to the secretary
of the Corporation or to its transfer agent.
The shares of Class H Cumulative Preferred Stock represented by this
certificate are subject to restrictions on transfer. No person may
Beneficially Own shares of Class H Cumulative Preferred Stock in excess of the
Ownership Restrictions, as applicable, with certain further restrictions and
exceptions set forth in the Corporation's Charter (including the Articles
Supplementary setting forth the terms of the Class H Cumulative Preferred
Stock). Any Person that attempts to Beneficially Own shares of Class H
Cumulative Preferred Stock in excess of the applicable limitation must
immediately notify the Corporation. All capitalized terms in this legend have
the meanings ascribed to such terms in the Corporation's Charter (including the
Articles Supplementary setting forth the terms of the Class H Cumulative
Preferred Stock), as the same may be amended from time to time, a copy of
which, including the restrictions on transfer, will be sent without charge to
each stockholder that so requests. If the restrictions on transfer are
violated, the shares of Class H Cumulative Preferred Stock represented hereby
will be either (i) void in accordance with the Certificate or (ii)
automatically transferred to a Trustee of a Trust for the benefit of one or
more Charitable Beneficiaries.
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <<C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
(Cust) (Minor)
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TEN ENT - as tenants by the entireties Under Uniform Gifts to Minors
Act
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JT TEN - as joint tenants with right of (State)
survivorship and not as tenants
in common
</TABLE>
Additional abbreviations may also be used though not in the above list.
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For Value received ______________________________ Hereby sell, assign and
transfer unto _______________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(NAME AND ADDRESS OF TRANSFEREE SHOULD BE PRINTED OR TYPEWRITTEN)
_________ Shares of the Class H Cumulative Preferred Stock represented by the
within Certificate and do hereby irrevocably constitute and appoint
__________________________ Attorney to transfer the said stock on the books of
the within-named Corporation with full power of substitution in the promises.
Dated: SIGNATURE
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SIGNATURE(S) GUARANTEED
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
By:
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THE SIGNATURE SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION,(Banks,
Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO SEC RULE
17Ad-15.
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