<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 1998.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
--------------------
INSIGNIA PROPERTIES TRUST
(Name of the Issuer)
INSIGNIA PROPERTIES TRUST
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
TPI ACQUISITION TRUST
(Name of Person(s) Filing Statement)
COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
-----------
45767U101
(CUSIP Number of Class of Securities)
Peter K. Kompaniez Patrick J. Foye
Vice Chairman of the Board of Directors Executive Vice President
Apartment Investment and Management Insignia Properties Trust
Company c/o Apartment Investment and
1873 South Bellaire Street, 17th Floor Management Company
Denver, Colorado 80222-4348 1873 South Bellaire Street,
(303) 757-8101 17th Floor
Denver, Colorado 80222-4348
(303) 757-8101
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications on
Behalf of Person(s) Filing Statement)
--------------------
Copies to:
Michael V. Gisser Allan R. Williams
Skadden, Arps, Slate, Meagher & Flom LLP Proskauer Rose LLP
300 South Grand Avenue, Suite 3400 1585 Broadway
Los Angeles, California 90071 New York, New York 10036-8299
(213) 687-5000 (212) 969-3000
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This statement is filed in connection with (check the appropriate
box):
a. [_] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the Securities Act of
1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Calculation of Filing Fee
<TABLE>
<CAPTION>
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Transaction Valuation Amount of Filing Fee
<S> <C>
Fully diluted common shares of beneficial interest, par value $.01
per share, of Insignia Properties Trust 23,599,538
Average of the high and low prices, reported
on the American Stock Exchange, on October 21, 1998 $ 12.125
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286,144,398
1/50th of 1% 0.0002
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Amount of filing fee $ 57,229
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</TABLE>
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $ 79,548 Filing Party: Apartment Investment
and Management Company
Form or Registration No.: Form S-4 Date Filed: October 27, 1998
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<PAGE> 3
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 is being filed
with the Securities and Exchange Commission (the "SEC") by Insignia Properties
Trust, a Maryland real estate investment trust ("IPT"), Apartment Investment and
Management Company, a Maryland corporation ("AIMCO"), and TPI Acquisition Trust,
a Maryland real estate investment trust and a subsidiary of AIMCO ("Merger
Sub"), with respect to a proposed merger pursuant to which Merger Sub will be
merged with and into IPT (the "Merger") and IPT will be the surviving entity.
The following cross-reference sheet is being supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location of the
information required by Schedule 13E-3 in the Information Statement/Prospectus,
as amended or supplemented ("Information Statement/Prospectus"), forming a part
of, or relating to, the registration statement on Form S-4,as amended, filed by
AIMCO, with the SEC. The information set forth in the Information/Prospectus,
including all annexes, schedules and exhibits thereto, is hereby expressly
incorporated by reference as set forth in the following cross-reference sheet
and in the responses to each item of this Schedule 13E-3, and such responses are
qualified in their entirety by the provisions of the Information/Prospectus. The
cross-reference sheet indicates the caption in the Information/Prospectus under
which the responses are incorporated herein by reference. If any such item is
inapplicable or the answer thereto is in the negative and is omitted from the
Information/Prospectus, it is so indicated in the cross-reference sheet.
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CROSS REFERENCE SHEET
Pursuant to General Instruction F to Schedule 13E-3
<TABLE>
<CAPTION>
ALL REFERENCES ARE TO PORTIONS OF THE
SCHEDULE 13E-3 ITEM INFORMATION STATEMENT/PROSPECTUS WHICH
NUMBER AND CAPTION ARE INCORPORATED HEREIN BY REFERENCE
- ------------------- --------------------------------------
<S> <C> <C>
1. Issuer and Class of Security
Subject to the Transaction
(a) ................................... Outside Front Cover Page; "SUMMARY--The Companies."
(b) ................................... "INFORMATION CONCERNING THE SPECIAL MEETING--Record Date; Quorum; Vote Required;"
"PRINCIPAL SHAREHOLDERS OF IPT."
(c) ................................... "SUMMARY--Comparative Per Share Data."
(d) ................................... "SUMMARY--Distributions."
(e) ................................... Not applicable.
(f) ................................... Not applicable.
2. Identity and Background
(a)-(d) and (g)........................ "SUMMARY--The Companies;""BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF
IPT;" "BOARD OF DIRECTORS AND OFFICERS OF AIMCO."
(e)-(f)................................ Not applicable.
3. Past Contacts, Transactions or
Negotiations
(a) ................................... "SUMMARY--Possible Conflicts of Interests of IPT Executive Officers and Trustees
in the Merger;" "SPECIAL FACTORS TO CONSIDER--Background of the IFG Merger;"
"--Background of the Merger;" "--IPT's Reasons for the Merger; Recommendation of
the IPT Board;" "--AIMCO's Reasons for the Merger; "--Interests of Trustees and
Management of IPT in the Merger;" "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION OF IPT AND THE IPT PARTNERSHIPS;" "IPT FORMATION TRANSACTIONS
AND CERTAIN RECENT DEVELOPMENTS--Certain Recent Developments;" "INDEX TO FINANCIAL
STATEMENTS;" "RISK FACTORS--Risks Relating to the Merger Regardless of Whether You
Receive Class A Common Stock of AIMCO in the Merger;" "UNAUDITED PRO FORMA
FINANCIAL INFORMATION OF IPT;" "THE MERGER AGREEMENT AND TERMS OF THE
MERGER--Certain Covenants."
(b) ................................... "SPECIAL FACTORS TO CONSIDER--Background of the IFG Merger;" "--Background of the
Merger;" "--IPT's Reasons for the Merger; Recommendation of the IPT Board;"
"AIMCO's Reasons for the Merger;" "--Interests of Trustees and Management of IPT
in the Merger;" and "THE MERGER AGREEMENT AND TERMS OF THE MERGER."
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
4. Terms of the Transaction
(a) ................................... "QUESTIONS AND ANSWERS ABOUT THE MERGER;" "SUMMARY;" "THE MERGER AGREEMENT AND
TERMS OF THE MERGER."
(b) ................................... "SUMMARY--Potential Conflicts Interests of IPT Trustees and Executive Officers;"
"THE MERGER AGREEMENT AND TERMS OF THE MERGER;" "SPECIAL FACTORS TO
CONSIDER--Background of the IFG Merger;" "--Background of the Merger;"
"--Interests of Trustees and Management of IPT in the Merger."
5. Plans or Proposals of the Issuer
or Affiliate
(a)-(b)................................ "SPECIAL FACTORS TO CONSIDER--Certain Effects of the Merger; Plans for IPT After
the Merger;" "--AIMCO's Reasons for the Merger" "--Background of the IFG Merger;"
"--Background of Merger;" "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION OF IPT AND THE IPT PARTNERSHIPS;" "IPT FORMATION TRANSACTIONS AND
CERTAIN RECENT DEVELOPMENTS--Certain Recent Developments;" "INDEX TO FINANCIAL
STATEMENTS;" "RISK FACTORS--Risks Relating to the Merger Regardless of Whether You
Receive Class A Common Stock of AIMCO in the Merger;" "UNAUDITED PRO FORMA
FINANCIAL INFORMATION OF IPT;" "THE MERGER AGREEMENT AND TERMS OF THE
MERGER--Certain Covenants."
(c) ................................... "SPECIAL FACTORS TO CONSIDER--Certain Effects of the Merger; Plans for IPT After
the Merger;" "--Interests of Trustees and Management of IPT in the
Merger;" "BOARD OF TRUSTEES AND EXECUTIVE OFFICERS OF IPT."
(d)-(e)................................ "SPECIAL FACTORS TO CONSIDER--Certain Effects of the Merger; Plans for IPT After
the Merger;" "THE MERGER AGREEMENT AND TERMS OF THE MERGER--Manner and Basis of
Converting IPT Common Shares;" "QUESTIONS AND ANSWERS;" "SUMMARY."
(f).................................... "SPECIAL FACTORS TO CONSIDER--Certain Effects of the Merger; Plans for IPT After
the Merger."
(g) ................................... "SPECIAL FACTORS TO CONSIDER--Certain Effects of the Merger; Plans for IPT After
the Merger."
</TABLE>
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<TABLE>
<CAPTION>
6. Source and Amounts of Funds
or Other Consideration
<S> <C>
(a) ................................... "SPECIAL FACTORS TO CONSIDER--AIMCO's Reasons for the Merger."
(b) ................................... "SPECIAL FACTORS TO CONSIDER--Transaction Costs."
(c) ................................... "SPECIAL FACTORS TO CONSIDER--AIMCO's Reasons for the Merger."
(d) ................................... Not applicable.
7. Purpose(s), Alternatives,
Reasons and Effects
(a)-(c)................................ "QUESTIONS AND ANSWERS ABOUT THE MERGER;" "SPECIAL FACTORS TO
CONSIDER--Background of the IFG Merger;" "--Background of the Merger;" "--IPT's
Reasons for the Merger; Recommendation of the IPT Board;" "--Federal Income Tax
Consequences of the Merger;" "--AIMCO's Reasons for the Merger;" "--Certain
Effects of the Merger; Plans for IPT After the Merger."
(d).................................... "QUESTIONS AND ANSWERS ABOUT THE MERGER;" "SUMMARY;" "SPECIAL
FACTORS TO CONSIDER--IPT's Reasons for the Merger; Recommendation of the IPT
Board;" "--Opinion of Financial Advisor to the IPT Board;" "--AIMCO's Reasons for
the Merger;" "--Certain Effects of the Merger; Plans for IPT After the Merger;"
"--Interests of Trustees and Management of IPT in the Merger;" "--Accounting
Treatment of the Merger;" "--Federal Income Tax Consequences of the Merger;"
"COMPARATIVE RIGHTS OF SHAREHOLDERS OF AIMCO AND IPT." "THE MERGER AGREEMENT AND
TERMS OF THE MERGER."
8. Fairness of the Transaction
(a)-(b)................................ "QUESTIONS AND ANSWERS ABOUT THE MERGER;" "SUMMARY--Fairness Opinion of
Financial Advisor;" "SPECIAL FACTORS TO CONSIDER--Background of the IFG
Merger;" "--Background of the Merger;" "--IPT's Reasons for the Merger;
Recommendation of the IPT Board;" "--AIMCO's Reasons for the Merger;" "--Opinion
of Financial Advisor to the IPT Board;" "ANNEX B"
(c) ................................... "QUESTIONS AND ANSWERS ABOUT THE MERGER;" "SUMMARY--The Special Meeting; Required
Vote;" "INFORMATION CONCERNING THE SPECIAL MEETING--Record Date, Quorum and Vote
Required;" "SPECIAL FACTORS TO CONSIDER--The IPT's Reasons for the Merger;
Recommendation of the IPT Board."
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
(d) ................................... "SPECIAL FACTORS TO CONSIDER--IPT's Reasons for the Merger; Recommendation of the
IPT Board."
(e) ................................... "SUMMARY;" "SPECIAL FACTORS TO CONSIDER--Background of the Merger;" "--IPT's
Reasons for the Merger; Recommendation of the IPT Board."
(f) ................................... Not Applicable.
9. Reports, Opinions, Appraisals
and Certain Negotiations
(a)-(c)................................ "SUMMARY--Fairness Opinion of Financial Advisor;" "SPECIAL FACTORS TO
CONSIDER--Background of the IFG Merger;" "--Background of the Merger;" "--IPT's
Reasons for the Merger; Recommendation of the IPT Board;" "--AIMCO's Reasons for
the Merger;" "--Opinion of Financial Advisor to the IPT Board;" "ANNEX B."
10. Interest in Securities of the Issuer
(a) ................................... "PRINCIPAL STOCKHOLDERS OF AIMCO;" "BOARD OF TRUSTEES AND EXECUTIVE OFFICERS OF
IPT."
(b) ................................... "SUMMARY--The Companies;" "SPECIAL FACTORS--Background of the IFG Merger;"
"Background of the Merger;" "IPT's Reasons for the Merger; Recommendation of the
IPT Board."
11. Contracts, Arrangements or
Understandings with Respect
to the Issuer's Securities............. "SUMMARY--The Companies;" "INFORMATION CONCERNING THE SPECIAL MEETING--Record
Date, Quorum and Vote Required;" "SPECIAL FACTORS TO CONSIDER--Background of the
IFG Merger;" "--Background of the Merger;" "--Certain Effects of the Merger; Plans
for IPT After the Merger;" "THE MERGER AGREEMENT AND TERMS OF THE MERGER;" "ANNEX
A;" " MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OF IPT AND THE
IPT PARTNERSHIPS;" "IPT FORMATION TRANSACTIONS AND CERTAIN RECENT DEVELOPMENTS--
Certain Recent Developments;" "INDEX TO FINANCIAL STATEMENTS;" "RISK FACTORS--
Risks Relating to the Merger Regardless of Whether You Receive Class A Common
Stock of AIMCO in the Merger;" "UNAUDITED PRO FORMA FINANCIAL INFORMATION OF IPT;"
"THE MERGER AGREEMENT AND TERMS OF THE MERGER--Certain Covenants."
12. Present Intention and
Recommendation of Certain
Persons with Regard to the
Transaction
(a)-(b)................................ "INFORMATION CONCERNING THE SPECIAL MEETING--Record Date, Quorum and Vote
Required;" "SPECIAL FACTORS TO CONSIDER--IPT's Reasons for the Merger;
Recommendation of the IPT Board;" "--AIMCO's Reasons for the Merger."
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
13. Other Provisions of the
Transaction
(a) ................................... "SUMMARY--No Appraisal Rights;" "THE SPECIAL MEETING--No Appraisal Rights;"
"SPECIAL FACTORS TO CONSIDER--No Appraisal Rights."
(b) ................................... Not applicable.
(c) ................................... Not applicable.
14. Financial Information
(a) ................................... "SUMMARY COMPARATIVE PER SHARE DATA;" "SUMMARY SELECTED HISTORICAL FINANCIAL DATA
OF AIMCO;" "SUMMARY SELECTED CONSOLIDATED AND COMBINED FINANCIAL DATA OF IPT;"
"WHERE YOU CAN FIND MORE INFORMATION;" "INDEX TO FINANCIAL STATEMENTS."
(b) ................................... "PRO FORMA FINANCIAL INFORMATION OF AIMCO."
15. Persons and Assets Employed,
Retained or Utilized
(a) ................................... "SPECIAL FACTORS TO CONSIDER--Certain Effects of the Merger; Plans for IPT
After the Merger;" "--Interests of Trustees and Management of IPT in the Merger;"
"--Transaction Costs;" "THE MERGER AGREEMENT AND TERMS OF THE MERGER--Certain
Covenants."
(b) ................................... Not Applicable.
16. Additional Information................. The information set forth in the Information Statement/Prospectus and all Annexes
thereto is incorporated herein by reference in its entirety.
17. Material to be Filed as
Exhibits............................... Separately included herewith.
</TABLE>
6
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Item 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information concerning IPT, its securities and its principal
executive office set forth on the outside front cover page of the Information
Statement/Prospectus and in the section entitled "SUMMARY--The Companies;" is
incorporated herein by reference.
(b) The information set forth in the sections entitled "INFORMATION
CONCERNING THE SPECIAL MEETING--Record Date; Quorum Vote Required" and
"PRINCIPAL SHAREHOLDERS OF IPT" is incorporated herein by reference.
(c) The information set forth in the sections entitled
"SUMMARY--Comparative Per Share Data" is incorporated herein by reference.
(d) The information set forth in the section entitled
"SUMMARY--Distributions" is incorporated herein by reference.
(e) Neither IPT nor AIMCO has made an underwritten public offering of
IPT Common Shares during the past three years which was registered under the
Securities Act of 1933, as amended, or exempt from registration thereunder
pursuant to Regulation A.
(f) Neither Merger Sub nor AIMCO, made purchases of IPT Common Shares
prior to the time either AIMCO or Merger Sub became an affiliate of IPT.
Item 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) The persons filing this Statement are IPT, Merger Sub
and AIMCO. The information set forth in the sections entitled "SUMMARY--The
Companies;" BOARD OF TRUSTEES AND EXECUTIVE OFFICERS OF IPT;" and "BOARD OF
DIRECTORS AND EXECUTIVE OFFICERS OF AIMCO" is incorporated herein by reference.
(e) and (f) During the last five years, none of IPT, Merger Sub, AIMCO
and, to the best of their knowledge, any of their respective executive officers,
directors, or controlling persons, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining further violations of, or prohibiting
activities, subject to, Federal or state securities laws or finding any
violation of such laws.
Item 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) The information set forth in the sections entitled "SUMMARY--
Possible Conflicts Interests of IPT Executive Officers and Trustees in the
Merger;" "SPECIAL FACTORS TO CONSIDER--Background of the IFG Merger;"
"--Background of the Merger" "--IPT's Reasons for the Merger; Recommendation of
the IPT Board;" "--AIMCO's Reasons for the Merger;" and "--Interests of
Trustees and Management of IPT in the Merger;" "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF IPT AND THE IPT
PARTNERSHIPS;" "IPT FORMATION TRANSACTIONS AND CERTAIN RECENT
DEVELOPMENTS--Certain Recent Developments;" Index to Financial Statements;
"RISK FACTORS--Risks Relating to the Merger Regardless of Whether You Receive
Class A Common Stock of AIMCO in the Merger; "UNAUDITED PRO FORMA FINANCIAL
INFORMATION OF IPT;" and "THE MERGER AGREEMENT AND TERMS OF THE MERGER--Certain
Covenants" is incorporated herein by reference.
(b) The information set forth in the sections entitled "SPECIAL
FACTORS TO CONSIDER--Background of the IFG Merger;" "--Background of the
Merger;" "--IPT's Reasons for the Merger; Recommendation of the IPT Board;"
"--AIMCO's Reasons for the Merger;" "--Interests of Trustees and Management of
IPT in the Merger;" and "THE MERGER AGREEMENT AND TERMS OF THE MERGER;" is
incorporated herein by reference.
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Item 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER;" "SUMMARY;" "THE MERGER AGREEMENT AND TERMS OF THE
MERGER" is incorporated herein by reference.
(b) The information set forth in the sections entitled
"SUMMARY--Potential Conflicts of Interests of IPT Trustees and Executive
Officers in the Merger;" "SPECIAL FACTORS TO CONSIDER--Background of the IFG
Merger;" "--Background of the Merger;" "--Interests of Trustees and Management
of IPT in the Merger;" and "THE MERGER AGREEMENT AND TERMS OF THE MERGER" is
incorporated herein by reference.
Item 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(b) The information set forth in the sections entitled "SPECIAL
FACTORS TO CONSIDER--Certain Effects of the Merger; Plans for IPT After the
Merger;" "--Overview of the Merger;" "--Background of the IFG Merger;"
"--Background of the Merger" and "--AIMCO's Reasons for the Merger;"
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF IPT AND THE IPT PARTNERSHIPS;" "IPT FORMATION TRANSACTIONS AND
CERTAIN RECENT DEVELOPMENTS--Certain Recent Developments;" Index to Financial
Statements; "RISK FACTORS--Risks Relating to the Merger Regardless of Whether
You Receive Class A Common Stock of AIMCO in the Merger;" "UNAUDITED PRO FORMA
FINANCIAL INFORMATION OF IPT"; and "THE MERGER AGREEMENT AND TERMS OF THE
MERGER--Certain Covenants" is incorporated herein by reference.
(c) The information set forth in the sections entitled "SPECIAL
FACTORS--Certain Effects of the Merger; Plans for IPT After the Merger;" and
"--Interests of Trustees and Management of IPT in the Merger" "BOARD OF TRUSTEES
AND EXECUTIVE OFFICERS OF IPT--Manner and Basis of Converting IPT Common
Shares;" "QUESTIONS AND ANSWERS ABOUT THE MERGER," and "SUMMARY" is incorporated
herein by reference.
(d)-(e) The information set forth in the sections entitled "SPECIAL
FACTORS TO CONSIDER--Certain Effects of the Merger; Plans for IPT After the
Merger" "THE MERGER AGREEMENT AND TERMS OF THE MERGER" is incorporated herein by
reference.
(f) The information set forth in the sections entitled "SPECIAL
FACTORS TO CONSIDER--Certain Effects of the Merger; Plans for IPT After the
Merger" is incorporated herein by reference.
(g) The information set forth in the section "SPECIAL FACTORS TO
CONSIDER--Certain Effects of the Merger; Plans for IPT After the Merger" is
incorporated herein by reference.
Item 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a) The information set forth in the sections entitled and "SPECIAL
FACTORS TO CONSIDER--AIMCO's Reasons for the Merger" is incorporated herein by
reference.
(b) The information set forth in the section entitled "SPECIAL
FACTORS TO CONSIDER--Transaction Costs" is incorporated herein by reference.
(c) The information set forth in the sections entitled "SPECIAL
FACTORS TO CONSIDER--AIMCO's Reasons for the Merger" is incorporated herein by
reference.
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(d) Not applicable.
Item 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth in the sections entitled "QUESTIONS
AND ANSWERS ABOUT THE MERGER;" "SPECIAL FACTORS TO CONSIDER--Background of the
IFG Merger;" "Background of the Merger;" "--IPT's Reasons for the Merger;
Recommendation of the IPT Board;" "--AIMCO'S Reasons for the Merger;" and
"--Certain Effects of the Merger; Plans for IPT After the Merger" is
incorporated herein by reference.
(d) The information set forth in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER;" "SUMMARY;" "SPECIAL FACTORS TO CONSIDER--IPT's
Reasons for the Merger; Recommendation of the IPT Board;" "--AIMCO's Reasons
for the Merger;" "--Opinion of Financial Advisor to the IPT Board;" "--Certain
Effects of the Merger; Plans for IPT After the Merger;" "--Interests of
Trustees and Management of IPT in the Merger;" "--Accounting Treatment of the
Merger;" "--Federal Income Tax Consequences of the Merger;" "THE MERGER
AGREEMENT AND TERMS OF THE MERGER" and "COMPARATIVE RIGHTS OF SHAREHOLDERS OF
AIMCO AND IPT." is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The information set forth in the sections entitled "QUESTIONS
AND ANSWERS ABOUT THE MERGER;" "SUMMARY--Fairness Opinion of Financial
Advisor;" "SPECIAL FACTORS TO CONSIDER--"Background of the IFG Merger;"
"Background of the Merger" "--IPT's Reasons for the Merger; Recommendation of
IPT Board;" "--AIMCO's Reasons for the Merger," "--Opinion of Financial Advisor
to the IPT Board;" and "ANNEX B" is incorporated herein by reference.
(c) The information set forth in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER;" "SUMMARY--The Special Meeting; "INFORMATION
CONCERNING THE SPECIAL MEETING--Record Date; Quorum and Vote Required;" and
"SPECIAL FACTORS TO CONSIDER--IPT's Reasons for the Merger; Recommendation of
the IPT Board" is incorporated herein by reference.
(d) The information set forth in the section entitled "SPECIAL
FACTORS--IPT's Reasons for the Merger; Recommendation of the IPT Board" is
incorporated herein by reference.
(e) The information set forth in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER;" "SUMMARY;" "SPECIAL FACTORS TO CONSIDER--Background
of the Merger;" "--IPT's Reasons for the Merger; Recommendation of the IPT
Board;" is incorporated herein by reference.
(f) Not applicable.
Item 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in the sections entitled
"SUMMARY--Fairness Opinion of Financial Advisor;" "SPECIAL FACTORS TO
CONSIDER--"Background of the IFG Merger;" "--Background of the Merger" "--IPT's
Reasons for the Merger; Recommendation of the IPT Board;" "--AIMCO's Reasons for
the Merger;" "--Opinion of Financial Advisor to the IPT Board," and "ANNEX B" is
incorporated herein by reference.
9
<PAGE> 12
Item 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the sections entitled "PRINCIPAL
STOCKHOLDERS OF AIMCO;" and "BOARD OF TRUSTEES AND EXECUTIVE OFFICERS OF IPT."
is incorporated herein by reference.
(b) The information set forth in the sections entitled "SUMMARY--The
Companies;" "SPECIAL FACTORS;" "--Background of the IFG Merger;" "--Background
of the Merger;" "--IPT's Reasons for the Merger; Recommendation of the IPT Board
of Trustees."
Item 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in the sections entitled "SUMMARY--The
Companies;" "INFORMATION CONCERNING THE SPECIAL MEETING--Record Date, Quorum and
Vote Required;" "SPECIAL FACTORS TO CONSIDER--Background of the IFG Merger;"
"--Background of the Merger;" "--Certain Effects of the Merger; Plans for IPT
After the Merger;" "THE MERGER AGREEMENT AND TERMS OF THE MERGER;" "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF IPT
AND THE IPT PARTNERSHIPS," "IPT FORMATION TRANSACTIONS AND CERTAIN RECENT
DEVELOPMENTS--Certain Recent Developments," Index to Financial Statements, "RISK
FACTORS--Risks Relating to the Merger Regardless of whether you receive Class A
Common Stock of AIMCO in the Merger;" "UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF IPT" and "THE MERGER AGREEMENT AND TERMS OF THE MERGER--Certain Covenants"
and "ANNEX A" is incorporated herein by reference.
Item 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION
(a)-(b) The information set forth in the sections entitled "INFORMATION
CONCERNING THE SPECIAL MEETING--Record Date, Quorum and Vote Required;" and
"SPECIAL FACTORS TO CONSIDER--IPT's Reasons for the Merger; Recommendation of
the IPT Board;" and "--AIMCO's Reasons for the Merger" is incorporated herein by
reference.
Item 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the sections entitled
"SUMMARY--No Appraisal Rights;" "THE SPECIAL MEETING--No Appraisal Rights;" and
"SPECIAL FACTORS--No Appraisal Rights" is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
Item 14. FINANCIAL INFORMATION.
(a) The information set forth in the sections entitled "SUMMARY
COMPARATIVE PER SHARE DATA;" "SUMMARY SELECTED HISTORICAL FINANCIAL DATA OF
AIMCO;" "SUMMARY SELECTED CONSOLIDATED AND COMBINED FINANCIAL DATA OF IPT;"
"WHERE YOU CAN FIND MORE INFORMATION" and "INDEX TO FINANCIAL STATEMENTS" is
incorporated herein by reference.
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<PAGE> 13
(b) The information set forth in "PRO FORMA FINANCIAL INFORMATION".
Item 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the sections entitled "SPECIAL
FACTORS TO CONSIDER--Certain Effects of the Merger; Plans for IPT After the
Merger;""--Interests of Trustees and Management of IPT in the Merger;"
"--Transaction Costs" and "THE MERGER AGREEMENT--Certain Covenants" is
incorporated herein by reference.
(b) Not applicable.
Item 16. ADDITIONAL INFORMATION.
The information set forth in the Information Statement/Prospectus and
all Annexes thereto is incorporated herein by reference in its entirety.
Item 17. EXHIBITS.
(a) Not applicable.
(b).1 Opinion of Lehman Brothers (incorporated by reference from
Annex B to the Information Statement/Prospectus.)
(b).2* Presentation of Lehman Brothers to the IPT Board.
(c) Amended and Restated Agreement and Plan of Merger, dated as of
December 7, 1998, by and between Apartment Investment and
Management Company, TPI Acquisition Trust and Insignia
Properties Trust (incorporated by reference from Annex A to the
Information Statement/Prospectus.)
(d) The Information Statement/Prospectus forming a part of, or
related to, the Registration Statement on Form S-4 (File
No. 333-66207) filed by AIMCO with the SEC.
(e) Not applicable.
(f) Not applicable.
* Previously filed.
11
<PAGE> 14
SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
Dated: December 8, 1998 By: /s/ PATRICK J. FOYE
------------------------------------
Name: Patrick J. Foye
Title: Executive Vice President
INSIGNIA PROPERTIES TRUST
Dated: December 8, 1998 By: /s/ PATRICK J. FOYE
------------------------------------
Name: Patrick J. Foye
Title: Executive Vice President
TPI ACQUISITION TRUST
Dated: December 8, 1998 By: /s/ PATRICK J. FOYE
------------------------------------
Name: Patrick J. Foye
Title: Executive Vice President
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<S> <C>
(a) Not applicable.
(b).1 Opinion of Lehman Brothers (incorporated by reference
from Annex B to the Information Statement/Prospectus)
(b).2* Presentation of Lehman Brothers to the IPT Board.
(c) Amended and Restated Agreement and Plan of Merger, dated
as of December 7, 1998, by and among Apartment Investment
and Management Company, TPI Acquisition Trust and Insignia
Properties Trust (incorporated by reference from Annex A
to the Information Statement/Prospectus.)
(d) The Information Statement/Prospectus forming a part of,
or related to, the Registration Statement on Form S-4
(File No. 333-66207) filed by AIMCO with the SEC.
(e) Not applicable.
(f) Not applicable.
</TABLE>
* Previously filed.
