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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1998
FILE NO. 333-60663
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Exact Name of the Registrant as Specified in its Charter)
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MARYLAND 6513 84-1259577
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222-4348
(303) 757-8101
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
TROY D. BUTTS
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222-4348
(303) 757-8101
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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Copy to:
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP PROSKAUER ROSE LLP
300 SOUTH GRAND AVENUE 1585 BROADWAY
LOS ANGELES, CALIFORNIA 90071 NEW YORK, NY 10036
ATTN: THOMAS C. JANSON, JR. ATTN: ARNOLD S. JACOBS
(213) 687-5000 (212) 969-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
consummation of the Merger (as defined herein):
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(a), MAY DETERMINE.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Denver, state of Colorado, on the seventh day of August, 1998.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ TERRY CONSIDINE
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Terry Considine,
Chairman of the Board
and Chief Executive Officer
* * * * *
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ TERRY CONSIDINE Chairman of the Board and Chief August 7, 1998
- ----------------------------------------------------- Executive Officer (Principal
Terry Considine Executive Officer)
/s/ PETER K. KOMPANIEZ Vice Chairman, President and August 7, 1998
- ----------------------------------------------------- Director
Peter K. Kompaniez
/s/ TROY D. BUTTS Senior Vice President and Chief August 7, 1998
- ----------------------------------------------------- Financial Officer (Principal
Troy D. Butts Financial and Accounting
Officer)
* Director August 7, 1998
- -----------------------------------------------------
Richard S. Ellwood
* Director August 7, 1998
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J. Landis Martin
Director
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Thomas L. Rhodes
* Director August 7, 1998
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John D. Smith
* Signed by Peter K. Kompaniez as attorney-in-fact
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II-4
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\
EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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* 2.1 Amended and Restated Agreement and Plan of Merger, dated as
of May 26, 1998, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P., Insignia
Financial Group, Inc. and Insignia/ESG Holdings, Inc.
(Included as Appendix I to the Joint Proxy
Statement/Prospectus included herein).
* 2.2 Amended and Restated Indemnification Agreement, dated as of
May 26, 1998, by and between Apartment Investment and
Management Company and Insignia/ESG Holdings, Inc.
(Included as Appendix II to the Joint Proxy
Statement/Prospectus included herein).
* 4.1 Specimen certificate for AIMCO Common Stock (incorporated by
reference to AIMCO's Registration Statement on Form 8-A
filed on July 19, 1994).
* 4.2 Specimen certificate for AIMCO Class E Preferred Stock.
* 4.3 Specimen certificate for AIMCO Class F Preferred Stock.
* 5.1 Opinion of Ballard Spahr Andrews & Ingersoll regarding the
validity of the AIMCO Stock offered hereby.
* 8.1 Opinions of Skadden, Arps, Slate, Meagher & Flom LLP
regarding tax matters.
* 8.2 Opinion of Rogers & Wells LLP regarding tax matters.
* 8.3 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. regarding
tax matters.
8.4 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. regarding
tax matters (supercedes Exhibit 8.3 previously filed).
*10.1 Form of Call Option, Put Option and Purchase Price
Adjustment Agreement between AIMCO and certain executives
and directors of Insignia, dated as of March 17, 1998.
*23.1 Consent of Ernst & Young LLP, Dallas, Texas.
*23.2 Consent of PricewaterhouseCoopers.
*23.3 Consent of Plante & Moran, LLP.
*23.4 Consent of Beers & Cutler PLLC.
*23.5 Consent of BDO Stoy Hayward.
*23.6 Consent of Ernst & Young LLP, Greenville, South Carolina.
*23.7 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in their opinions filed as Exhibit 8.1).
*23.8 Consent of Ballard Spahr Andrews & Ingersoll (included in
their opinion filed as Exhibit 5.1).
*23.9 Consent of Lehman Brothers, Inc.
*23.10 Consent of Rogers & Wells LLP (included in their opinion
filed as Exhibit 8.2).
*23.11 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
in their opinion filed as Exhibit 8.3).
23.11A Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
in their opinion filed as Exhibit 8.4)(supercedes Exhibit 23.11).
*23.12 Consent of Ernst & Young LLP, Chicago, Illinois.
*99.1 Letter to stockholders of Apartment Investment and
Management Company by Terry Considine, Chairman of the Board
and Chief Executive Officer, dated August , 1998.
*99.2 Notice of Special Meeting to Stockholders of Apartment
Investment and Management Company, dated August , 1998.
*99.3 Proxy Card with respect to Special Meeting of Stockholders
of Apartment Investment and Management Company.
*99.4 Questions and Answers About the Merger to be mailed to the
stockholders of Apartment Investment and Management Company.
*99.5 Letter to stockholders of Insignia Financial Group, Inc. by
Andrew L. Farkas, Chairman of the Board, President and Chief
Executive Officer, dated August , 1998.
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EXHIBIT
NO. DESCRIPTION
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*99.6 Notice of Special Meeting of Stockholders of Insignia
Financial Group, Inc., dated August , 1998.
*99.7 Proxy Card with respect to Special Meeting of Stockholders
of Insignia Financial Group, Inc.
*99.8 Questions and Answers About the Distribution and the Merger
to be mailed to the stockholders of Insignia Financial
Group, Inc.
*99.9 Information Statement of Insignia/ESG Holdings, Inc. to be
mailed to the stockholders of Apartment Investment and
Management Company and Insignia Financial Group, Inc.
(incorporated by reference to Amendment No. 2 to the
Registration Statement on Form 10 dated August 7, 1998 filed
by Insignia/ESG Holdings, Inc.)
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* Previously Filed.
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EXHIBIT 8.4
[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
August 4, 1998
Insignia Properties Trust
One Insignia Financial Plaza
P.O. Box 19059
Greenville, South Carolina 29602
Dear Sir or Madam:
You have requested our opinion regarding whether (i) Insignia
Properties Trust ("IPT") will qualify as a real estate investment trust (a
"REIT") within the meaning of Section 856(a) of the Internal Revenue Code of
1986, as amended (the "Code") and (ii) Insignia Properties, L.P. ("IPLP") and
each partnership listed on the Exhibit attached hereto (each a "Partnership")
will be treated as a partnership for federal income tax purposes. In rendering
our opinion, we have examined such documents as we have deemed necessary. We
have assumed the current and continued correctness of the representations made
to us by IPT, including, for purposes of whether IPT will be treated as a REIT,
whether each partnership in which a Partnership holds an interest is a
"partnership" for federal income tax purposes. We have made no independent
verification as to the correctness of such representations. Where any such
factual representation is qualified to the best knowledge of a person, we have
assumed that the representation is correct without regard to such qualification.
Further, we assume that all representations by IPT as to value are correct and
we have made no independent verification as to such values.
Our opinion is based on the provisions of the Code, Treasury
Regulations promulgated under the Code, judicial authority and currently
published revenue rulings and procedures, all as of the date of this letter, and
all of which may change at any time. Any change in the relevant facts (including
any assumptions upon which this opinion is, in part, based) or law could change
our conclusions and would render our opinion inapplicable. This opinion
represents our best legal judgment and has no binding effect on the IRS.
Accordingly, no assurance can be given that the IRS or a court would concur with
the conclusions reached herein.
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Insignia Properties Trust
Page 2
August 4, 1998
Based on the foregoing, assuming that the election and actions of IPT
represented to us are and will be observed and completed as applicable in a
timely fashion, we are of the opinion that (i) IPT was organized and has
operated in conformity with the requirements for qualification as a "real estate
investment trust" under the Code beginning with its taxable year ended December
31, 1996 and through the date hereof and, after giving effect to the Merger (as
defined in the Amended and Restated Agreement and Plan of Merger, dated May 26,
1998), IPT will continue to qualify as a REIT and (ii) that IPLP and each
Partnership will be treated as a partnership for federal income tax purposes.
We express no opinion as to any other matter. In particular, we
express no opinion as to whether any Partnership in which any Partnership owns
direct or indirect interests, will be treated as a partnership for federal
income tax purposes. No reference may be made to this opinion letter in any
financial statement, or document, nor may this opinion letter be distributed in
any manner without our prior written consent, except (i) such opinion may be
furnished to the IRS in connection with an examination and (ii) we consent to
the filing of this opinion as an Exhibit to the Registration Statement.
/S/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
