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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 3
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 2, 1998
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY
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(Exact name of registrant as specified in its charter)
MARYLAND 1-13232 84-1259577
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1873 SOUTH BELLAIRE STREET, SUITE 1700, DENVER, CO 80222-4348
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 757-8101
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. OTHER EVENTS
On March 31, 1998, AIMCO Properties, L.P., a Delaware limited
partnership ("AIMCO Properties"), a subsidiary limited partnership of Apartment
Investment and Management Company, a Maryland corporation ("AIMCO"), acquired:
(a) the Casa Anita Apartments located in Phoenix, Arizona from a third party for
a contribution value of approximately $7.4 million (which included the
assumption of approximately $4.1 million of debt in favor of Federal National
Mortgage Association ("FNMA") and the remainder of which was paid in limited
partnership units ("OP Units") in AIMCO Properties), (b) the San Marina
Apartments located in Phoenix, Arizona from a third party for a contribution
value of approximately $12.7 million (which included the assumption of
approximately $8.0 million of debt in favor of FNMA and the remainder of which
was paid in OP Units), (c) the Rio Cancion Apartments located in Tuscon, Arizona
from a third party for a contribution value of approximately $18.7 million
(which included the assumption of approximately $13.1 million of debt in favor
of FNMA and the remainder of which was paid in OP Units, (d) the Sundown
Village Apartments in Tucson, Arizona from a third party for a contribution
value of approximately $14.6 million (which included the assumption of
approximately $8.5 million of debt in favor of FNMA and the remainder of which
was paid in OP Units), and (e) the Cobble Creek Apartments located in Tucson,
Arizona from a third party for a contribution value of approximately $8.6
million (which included the assumption of approximately $7.0 million of debt in
favor of FNMA and the remainder of which was paid in OP Units). The five
garden-style apartment communities acquired in this transaction have an average
age of 14 years and contain 1,633 apartment units. The three apartment
communities located in Tucson have 1,010 units and the two apartment communities
located in Phoenix have 623 units.
In June 1998, AIMCO Properties entered into seven separate Purchase and
Sale Agreements with affiliates of Realty Investment Co. to acquire seven
multifamily residential properties. On October 16, 1998, these properties were
acquired by newly formed subsidiaries of AIMCO Properties (the "Partnerships")
for a purchase price of approximately $41.8 million (exclusive of certain
transaction costs), consisting of approximately $16.8 million in cash and the
assumption of approximately $25.0 million in mortgage indebtedness. In
consideration of Insignia Properties, L.P. ("IPLP"), an affiliate of AIMCO,
providing approximately $17.1 million of the purchase price for such properties,
AIMCO Properties assigned all of its right, title and interest in and to the
profits, distributions, losses, and all other economic rights and obligations
arising out of AIMCO Properties' limited partnership interest in the
Partnerships to IPLP. The seven garden-style apartment communities are located
in three states, have an average age of 14 years and contain 1,353 apartment
units. Five of the apartment communities are located in Florida, with 448 units
in Jacksonville, 208 units in Daytona Beach, 120 units in Melbourne and 216
units in Palm Bay. One apartment community with 137 units is located in Hemet,
California and one apartment community with 224 units is located in Stone
Mountain, Georgia.
In July 1998, AIMCO Properties entered into two separate Acquisition
Agreements with affiliates of Realty Investment Co. to acquire the partnership
interests in two limited partnerships that each own a multifamily residential
property. Although no assurance can be given, these transactions are scheduled
to close in early December 1998. The purchase price is estimated to be
approximately $60.5 million, consisting of the assumption or refinancing of
approximately $34.1 million in mortgage indebtedness, with the remaining $26.4
million to be paid in cash or OP Units. The two garden-style apartment
communities are located in two states, have an average age of 22 years and
contain 1,164 apartment units. One of the apartment communities with 983 units
is located in College Park, Maryland, and the other with 181 units is located in
Lafayette, Indiana.
On September 24, 1998, AIMCO Properties acquired the Sun Lake
Apartments located in Brandon, Florida from a related party for approximately
$4.2 million (which included $2.4 million in cash and $1.8 million OP units).
The garden-style community was approximately 17 years old and contained 88
apartment units.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Combined Historical Summary of Gross Income and Direct Operating
Expenses of the Cirque Apartment Communities for the year ended December 31,
1997 and the three months ended March 31, 1998 (unaudited) together with the
Report of Independent Auditors (included as Exhibit 99.1 to this Report and
incorporated herein by reference).
Combined Historical Summary of Gross Income and Direct Operating
Expenses of the Realty Apartment Investment Communities I for the year ended
December 31, 1997 and the six months ended June 30, 1998 (unaudited), together
with the Independent Auditors' Report (included as Exhibit 99.2 to this Report
and incorporated herein by this reference).
Combined Historical Summary of Gross Income and Direct Operating
Expenses of the Realty Apartment Investment Communities II for the year ended
December 31, 1997 and the six months ended June 30, 1998 (unaudited), together
with the Independent Auditors' Report (included as Exhibit 99.3 to this Report
and incorporated herein by this reference).
Historical Summary of Gross Income and Direct Operating Expenses of Sun
Lake Apartments for the years ended December 31, 1997, 1996, and 1995 and the
nine months ended September 30, 1998 (unaudited), together with the Independent
Auditors' Report (included as Exhibit 99.5 to this Report and incorporated
herein by this reference).
(b) Pro Forma Financial Information
The required pro forma financial information is included as Exhibit
99.4 to this Report and incorporated herein by this reference.
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(b) Exhibits
The following exhibits are filed with this report:
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Beers & Cutler PLLC
*23.3 Consent of Beers & Cutler PLLC
23.4 Consent of Ernst & Young LLP
*99.1 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Cirque Apartment Communities for the year ended
December 31, 1997 and the three months ended March 31, 1998
(unaudited), together with the Report of Independent Auditors.
*99.2 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Realty Investment Apartment Communities I for the year
ended December 31, 1997 and the six months ended June 30, 1998
(unaudited), together with the Independent Auditors' Report.
*99.3 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Realty Investment Apartment Communities II for the year
ended December 31, 1997 and the six months ended June 30, 1998
(unaudited), together with the Independent Auditors' Report.
*99.4 Pro Forma Financial Information of Apartment Investment and Management
Company.
99.5 Historical Summary of Gross Income and Direct Operating Expenses of
Sun Lake Apartments for the years ended December 31, 1997, 1996 and
1995 and the nine months ended September 30, 1998 (unaudited),
together with the Independent Auditors' Report.
</TABLE>
* Previously filed.
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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.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
Date: December 14, 1998 By: /s/ Troy Butts
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Troy Butts
Senior Vice President,
Chief Financial Officer
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EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
<TABLE>
<CAPTION>
Sequentially
Exhibit
Number Description
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<S> <C>
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Beers & Cutler PLLC
*23.3 Consent of Beers & Cutler PLLC
23.4 Consent of Ernst & Young LLP
*99.1 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Cirque Apartment Communities for the year ended
December 31, 1997 and the three months ended March 31, 1998
(unaudited), together with the Report of Independent Auditors.
*99.2 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Realty Investment Apartment Communities I for the year
ended December 31, 1997 and the six months ended June 30, 1998
(unaudited), together with the Independent Auditors' Report.
*99.3 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Realty Investment Apartment Communities II for the year
ended December 31, 1997 and the six months ended June 30, 1998
(unaudited), together with the Independent Auditors' Report.
*99.4 Pro Forma Financial Information of Apartment Investment and Management
Company.
99.5 Historical Summary of Gross Income and Direct Operating Expenses of
Sun Lake Apartments for the years ended December 31, 1997, 1996, and
1995 and the nine months ended September 30, 1998 (unaudited),
together with the Independent Auditors' Report.
* Previously filed
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EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion in this Current Report on Form 8-K (dated November
2, 1998) filed with the Securities and Exchange Commission by Apartment
Investment and Management Company of our report dated March 27, 1998, except for
Note 1, as to which the date is September 24, 1998 with respect to the audit of
the Historical Summary of Gross Income and Direct Operating Expenses of Sun Lake
Apartments included as Exhibit 99.5 to the Form 8-K/A, Amendment No. 3.
We also consent to the incorporation by reference of such report in Apartment
Investment and Management Company's Registration Statement on Form S-3 (No.
333-828), Registration Statement on Form S-3 (No. 333-8997), Registration
Statement on Form S-3 (No. 333-17431), Registration Statement on Form S-3 (No.
333-20755), Registration Statement on Form S-3 (No. 333-26415), Registration
Statement on Form S-3 (No. 333-36531), Registration Statement on Form S-3 (No.
333-36537), Registration Statement on Form S-3 (No. 333-4542), Registration
Statement on Form S-8 (No. 333-4550), Registration Statement on Form S-8 (No.
333-4548), Registration Statement on Form S-8 (No. 333-14481), Registration
Statement on Form S-8 (No. 333-36803), Registration Statement on Form S-4 (No.
333-39357), Registration Statement on Form S-8 (No. 333-41719), Registration
Statement on Form S-4 (No. 333-49075), Registration Statement on Form S-3 (No.
333-47201), Registration Statement on Form S-8 (No. 333-57617), Registration
Statement on Form S-4 (No. 333-60663), Registration Statement on Form S-4 (No.
333-60355), Registration Statement on Form S-3 (No. 333-61409), and Registration
Statement on Form S-4 (No. 333-66207), all filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Indianapolis, Indiana
December 14, 1998
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EXHIBIT 99.5
Independent Auditors' Report
Board of Directors
Apartment Investment and Management Company
We have audited the accompanying Historical Summary of Gross Income and
Direct Operating Expenses of Sun Lake Apartments, as described in Note 1 for the
years ended December 31, 1997, 1996, and 1995. This Historical Summary
is the responsibility of the management of Sun Lake Apartments. Our
responsibility is to express an opinion on this Historical Summary
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the Historical Summary is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the Historical Summary. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of
the Historical Summary. We believe that our audits provide a
reasonable basis for our opinion.
The Historical Summary has been prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission for
inclusion in the Current Report on Form 8-K of Apartment Investment and
Management Company, as described in Note 1 and is not intended to be a complete
presentation of the income and expenses of Sun Lake Apartments.
In our opinion, the Historical Summary referred to above presents
fairly, in all material respects, the gross income and direct operating expenses
of the Sun Lake Apartments, as described in Note 1, for the years ended December
31, 1997, 1996, and 1995 in conformity with generally accepted accounting
principles.
/s/ ERNST & YOUNG LLP
Indianapolis, Indiana
March 27, 1998, except for Note 1, as to
which the date is September 24, 1998
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Sun Lake Apartments
Historical Summary of
Gross Income and Direct Operating Expenses
<TABLE>
<CAPTION>
NINE MONTHS YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
SEPTEMBER 30, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1996 1995
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<S> <C> <C> <C> <C>
Gross Income
Net rental income $ 562,101 $ 705,330 $ 690,496 $ 673,785
Other income 10,733 18,284 12,451 10,828
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Total gross income 572,834 723,614 702,947 684,613
Direct Operating Expenses
Property Administration 120,040 181,463 226,307 192,503
Management fees 22,767 35,741 34,691 34,088
Utilities 46,512 53,569 26,053 30,484
Taxes and insurance 54,304 74,820 79,230 69,984
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Total direct operating expenses 243,623 345,593 366,281 327,059
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Excess of gross income over direct operating expenses $ 329,211 $ 378,021 $ 336,666 $ 357,554
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</TABLE>
See accompanying notes
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Sun Lake Apartments
Notes to Historical Summary of Gross Income
and Direct Operating Expenses
Years Ended December 31, 1997, 1996, and 1995
Nine Months Ended September 30, 1998 (unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
Sun Lake Apartments is an 88 unit garden-style community located in Brandon,
Florida.
On September 24, 1998, AIMCO Properties, L.P., a majority-owned subsidiary of
Apartment Investment and Management Company, a publicly traded real estate
investment trust, acquired Sun Lake Apartments.
The accompanying Historical Summary has been prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission for inclusion in the Current Report on Form 8-K of Apartment
Investment and Management Company.
The Historical Summary is not intended to be a complete presentation of income
and expenses of Sun Lake Apartments, as certain costs such as depreciation,
amortization, interest, and other debt service costs have been excluded. These
costs are not considered to be direct operating expenses.
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Sun Lake Apartments
Notes to Historical Summary of Gross Income
and Direct Operating Expenses (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of the Historical Summary in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts included in the Historical Summary and accompanying
notes thereto. Actual results could differ from those estimates.
REVENUE RECOGNITION
Rental income for occupied units is recorded as earned based on the amount
reflected in the lease.
INTERIM UNAUDITED FINANCIAL INFORMATION
The accompanying interim unaudited Historical Summary has been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission and was
prepared on the same basis as the Historical Summary for the year ended December
31, 1997. In the opinion of management of Sun Lake Apartments, all material
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the information for this interim period have been made. The
excess of gross income over direct operating expenses for such interim period is
not necessarily indicative of the excess of gross income over direct operating
expenses for the full year.
3. TRANSACTIONS WITH AFFILIATES
MANAGEMENT FEES
Property Asset Management, LLC (PAM), an affiliate of the Managing General
Partner, provides property management services to the Sun Lake Apartments and
receives a fee of 4% of gross property revenue.
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