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As filed with the Securities and Exchange Commission on April 9, 1998
Registration No. 333-4542
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 Number)
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1873 SOUTH BELLAIRE STREET, TERRY CONSIDINE
17TH FLOOR CHAIRMAN OF THE BOARD OF DIRECTORS
DENVER, COLORADO 80222 APARTMENT INVESTMENT AND
(303) 757-8101 MANAGEMENT COMPANY
(Address, including zip code, 1873 SOUTH BELLAIRE STREET, 17TH
and telephone number, including FLOOR
area code, of registrant's DENVER, COLORADO 80222
principal executive offices) (303) 757-8101
(Name, address, including zip
code, and
telephone number, including area
code, of
agent for service)
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COPY TO:
JONATHAN L. FRIEDMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
300 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: NOT
APPLICABLE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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This Post-Effective Amendment No. 1 is being filed to amend the
Registration Statement (the "Registration Statement") on Form S-3 (No.
333-4542), pursuant to which Apartment Investment and Management Company, a
Maryland corporation (the "Registrant"), registered 1,000,000 shares of its
Class A Common Stock, par value $.01 per share (the "Common Stock").
The Registrant hereby withdraws from registration those shares of Common
Stock previously registered pursuant to the Registration Statement that
remained unsold upon the termination of the Registrant's Dividend
Reinvestment and Share Purchase Plan on March 19, 1998. The Registration
Statement is hereby amended, as appropriate, to reflect the deregistration of
such shares.
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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-3 and has duly caused this Post-Effective
Amendment No. 1 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 9th day of April, 1998.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Terry Considine
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Terry Considine
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the 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>
* Chairman of the Board of April 9, 1998
--------------------- Directors and Chief
Terry Considine Executive Officer
(Principal Executive
Officer)
* Senior Vice President and April 9, 1998
--------------------- Chief Financial Officer
Troy D. Butts (Principal Financial
Officer)
* Vice President and Chief April 9, 1998
--------------------- Accounting Officer
Patricia K. Heath (Principal Accounting
Officer)
/s/ Peter K. Kompaniez Vice Chairman, President April 9, 1998
--------------------- and Director
Peter K. Kompaniez
* Director, Chairman, Audit April 9, 1998
--------------------- Committee
Richard S. Ellwood
* Director April 9, 1998
---------------------
J. Landis Martin
* Director, Chairman, April 9, 1998
--------------------- Compensation Committee
Thomas L. Rhodes
* Director April 9, 1998
---------------------
John D. Smith
* By: /s/ Peter K. Kompaniez
---------------------
Peter K. Kompaniez
Attorney-in-fact
</TABLE>
