<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
AMENDMENT NO. 6
TO
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) MARCH 17, 1998
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 1-13232 84-1259577
- ------------------------------- ------------ -------------------
(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
- -------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 757-8101
NOT APPLICABLE
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
This Amendment No. 6 to Form 8-K is filed to provide access to the
Press Release, dated as of September 14, 1998, announcing that the stockholders
of Apartment Investment and Management Company and Insignia Financial Group,
Inc. have approved the Insignia Merger (as defined below).
Item 5. OTHER EVENTS
On March 17, 1998, Apartment Investment and Management Company
("AIMCO") and AIMCO Properties, L.P. entered into an Agreement and Plan of
Merger as amended and restated on May 26, 1998, (the "Insignia Merger
Agreement") with Insignia Financial Group, Inc., a Delaware corporation
("Insignia"), and its subsidiary, Insignia/ESG Holdings, Inc. pursuant to
which, upon the approval of stockholders holding a majority of the outstanding
common stock of Insignia, Insignia will be merged with and into AIMCO with
AIMCO as the survivor (the "Insignia Merger"). The Insignia Merger Agreement
provides that prior to the Insignia Merger, Insignia will spin off to its
stockholders all assets related to its U.S. and international commercial real
estate business, its New York-based cooperative and condominium management
company, its single-family home brokerage operations and other related
holdings.
Upon consummation of the Insignia Merger, Class A common stock, par
value $0.01 per share, of Insignia ("Insignia Common Stock") will be converted
into the right to receive an aggregate of approximately $303 million in Series E
Preferred Stock, par value of $0.01 per share, of AIMCO ("Series E Preferred
Stock"). In addition to receiving the same dividends as holders of AIMCO Common
Stock, holders of Series E Preferred Stock are entitled to a preferred cash
dividend of $50 million in the aggregate, and when such dividend is paid, the
Series E Preferred Stock automatically will convert into AIMCO Common Stock on a
one-for-one basis, subject to antidilution adjustments, if any. In addition,
AIMCO will assume approximately $308 million in outstanding indebtedness and
other liabilities and will assume approximately $150 million aggregate
liquidation amount of 6 1/2% Trust Convertible Preferred Securities (the
"TOPRs") issued by Insignia Financing I, a subsidiary of Insignia, for a total
transaction value of approximately $811 million. Also, the Insignia Merger
Agreement provides that AIMCO is required to propose to acquire (by merger) the
outstanding shares of beneficial interest in Insignia Properties Trust, a
Maryland real estate investment trust ("IPT"), at a price of at least $13.25 per
IPT share and use its reasonable best efforts to consummate the transaction
after the closing of the Insignia Merger but not earlier than August 15, 1998.
IPT is a 61% owned subsidiary of Insignia; the 39% of IPT not owned by Insignia
is valued at an aggregate of approximately $100 million, or approximately $13.25
per share.
Insignia Financial Group, Inc. is a leading fully integrated real
estate services company. Insignia is the largest manager of multifamily
residential properties in the United States and is among the largest managers of
commercial properties. Insignia commenced operations in December 1990 and since
then has grown to provide property and/or asset management and other real estate
services for over 2,700 properties which include approximately 280,000
residential units (including cooperative and condominium units), and
approximately 160 million square feet and commercial space located in over 500
cities and 48 states and overseas.
On March 24, 1998, certain persons claiming to own limited partner
interests in certain limited partnerships whose general partners (the "General
Partners") are affiliates of Insignia (the "Partnerships") filed a purported
class and derivative action in California Superior Court in the County of San
Mateo (the "California Class Action") against Insignia, the General Partners,
AIMCO, certain persons and entities who purportedly formerly controlled the
General Partners, and additional entities affiliated with and individuals who
are officers, directors and/or principals of several of the defendants. The
complaint contains allegations that, among other things, (i) the defendants
breached their fiduciary duties to the plaintiffs by selling or agreeing to
sell their "fiduciary positions" as stockholders, officers and directors of the
General Partners for a profit and retaining said profit rather than
distributing it to the plaintiffs; (ii) the defendants breached their fiduciary
duties by mismanaging the Partnerships and misappropriating the assets of the
Partnerships by (a) manipulating the operations of the Partnerships to depress
the trading price of limited partnership units (the "Units") of the
Partnerships, (b) coercing and fraudulently inducing Unit holders to sell Units
to certain of the defendants at depressed prices, and (c) using the voting
control obtained by purchasing Units at depressed prices to entrench certain of
the defendants' positions of control over the Partnerships; and (iii) the
defendants breached their fiduciary duties to the plaintiffs by (a) selling
assets of the Partnerships such as mailing lists of Unit holders and (b)
causing the General Partners to enter into exclusive arrangements with their
affiliates to sell goods and services to the Partnerships, the Unit holders and
tenants of Partnership properties (collectively, the "Allegations"). The
complaint also alleges that the Allegations constitute violations of various
California securities, corporate and partnership statutes, as well as
conversion and common law fraud. The complaint seeks unspecified compensatory
and punitive damages, an injunction blocking the sale of control of the General
Partners to AIMCO and a court order directing the defendants to discharge their
fiduciary duties to the plaintiffs. On June 25, 1998, Insignia, the General
Partners and certain other defendants served a demurrer to the complaint and a
motion to strike. Also on June 25, 1998, AIMCO served a separate demurrer on the
plaintiffs. On July 30, 1998 the plaintiffs filed an amended complaint in
response to the demurrers. The response to the amended complaint is due October
14, 1998. Based upon the allegations of the complaint, neither Insignia nor
AIMCO is able to quantify the relief sought. Both Insignia and AIMCO intend to
defend the action vigorously.
2
<PAGE> 3
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Consolidated Financial Statements and Report of Independent Auditors
for Ambassador Apartments, Inc., as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997 (included as Exhibit
99.1 to this Report and incorporated herein by this reference).
Consolidated Financial Statements and Report of Independent Auditors
for Insignia Financial Group, Inc., as of December 31, 1997 and 1996 and for
each of the three years in the period ended December 31, 1997 (included as
Exhibit 99.2 to this Report and incorporated herein by this reference).
Consolidated Financial Statements for Insignia Financial Group, Inc.
as of June 30, 1998 (unaudited) and December 31, 1997 and for the three and six
months ended June 30, 1998 (unaudited) and 1997 (unaudited) (included as
Exhibit 99.3 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.
(c) Exhibits
The following exhibits are filed with this report:
Exhibit
Number Description
- -------- -----------
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.
12.1* Calculation of Ratio of Earnings to Fixed Charges.
12.2* Calculation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends.
23.1* Consent of Ernst & Young LLP, Chicago, Illinois.
23.2* Consent of Ernst & Young LLP, Greenville, South Carolina.
99.1* Consolidated Financial Statements and Report of Independent Auditors
for Ambassador Apartments, Inc., as of December 31, 1997 and 1996 and
for each of the three years in the period ended December 31, 1997.
99.2* Consolidated Financial Statements and Report of Independent Auditors
for Insignia Financial Group, Inc., as of December 31, 1997 and 1996
and for each of the three years in the period ended December 31, 1997.
99.3* Consolidated Financial Statements for Insignia Financial Group, Inc.
as of June 30, 1998 and December 31, 1997 and for the three and six
months ended June 30, 1998 and 1997.
99.4* Pro Forma Financial Information of Apartment Investment and Management
Company as of June 30, 1998 and for the year ended December 31, 1997
and the six months ended June 30, 1998.
99.5 Press Release of Apartment Investment and Management Company, dated as
of September 14, 1998.
* * * * *
* Previously filed
3
<PAGE> 4
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: September 25, 1998 /s/ Troy Butts
------------------------------------
Troy D. Butts
Senior Vice President and Chief
Financial Officer
4
<PAGE> 5
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------- -----------
<S> <C>
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.
12.1* Calculation of Ratio of Earnings to Fixed Charges.
12.2* Calculation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends.
23.1* Consent of Ernst & Young LLP, Chicago, Illinois.
23.2* Consent of Ernst & Young LLP, Greenville, South Carolina.
99.1* Consolidated Financial Statements and Report of Independent Auditors
for Ambassador Apartments, Inc., as of December 31, 1997 and 1996 and
for each of the three years in the period ended December 31, 1997.
99.2* Consolidated Financial Statements and Report of Independent Auditors
for Insignia Financial Group, Inc., as of December 31, 1997 and 1996
and for each of the three years in the period ended December 31, 1997.
99.3* Consolidated Financial Statements for Insignia Financial Group, Inc.
as of June 30, 1998 and December 31, 1997 and for the three and six
months ended June 30, 1998 and 1997.
99.4* Pro Forma Financial Information of Apartment Investment and Management
Company as of June 30, 1998 and for the year ended December 31, 1997
and the six months ended June 30, 1998.
99.5 Press Release of Apartment Investment and Management Company, dated as
of September 14, 1998.
</TABLE>
* Previously filed
<PAGE> 1
EXHIBIT 99.5
SEPTEMBER 14, 1998, MONDAY
AIMCO Shareholders Approve Acquisition of Insignia's Multifamily Business;
AIMCO Expands Program to Purchase Up to Approximately One Million Shares at up
to $38 per Share
DATELINE: DENVER, Sept. 14
BODY:
Apartment Investment and Management Company (NYSE: AIV) ("AIMCO")
shareholders voted today to approve the acquisition of Insignia Financial Group
and its multi-family business. Insignia shareholders voted their approval
earlier today. No further shareholder consents are required and the combination
is expected to close in approximately two weeks.
Peter Kompaniez, AIMCO President, commented that following the pending
merger: The "New AIMCO" is the largest private provider of rental housing in
the world, operating more than 2,000 properties, including nearly 400,000
apartment units or one-third of all apartment units owned by the 23
publicly-traded multifamily REITs, and serving approximately one million
residents.
The "New AIMCO" is well positioned to meet Wall Street expectations for
this year, 1999 and beyond. Management identified $3.41 and $3.96 as the
consensus First Call FFO estimates for 1998 and 1999. Management pointed out
that this FFO growth would result, in accordance with AIMCO current dividend
policy, in a dividend of $2.50 - $2.55 for 1999.
The foregoing estimates of FFO and dividends are forward-looking
statements that involve numerous risks and uncertainties that could result in
actual results differing materially from the expectations set forth above. Some
of the factors that could affect the foregoing expectations include general
economic conditions, competition in and performance of local real estate
markets, competition from other property management companies, AIMCO's ability
to obtain financing, increases in interest rates, increases in operating costs
and real estate taxes, as well as other risks detailed from time to time in
AIMCO's filings with the Securities and Exchange Commission.
AIMCO also announced plans, pursuant to an expansion of its existing stock
repurchase program, to repurchase in open market purchases and privately
negotiated purchases possibly beginning as early as September 26 as many as
991,800 shares at market prices up to $38 per share. AIMCO has a pending tender
at $36 per share for all "odd lots". AIMCO is currently restricted in
repurchasing shares because of SEC rules applicable to stock mergers. AIMCO has
purchased 508,100 shares under its previously announced stock purchase plan.
AIMCO is a real estate investment trust with headquarters in Denver,
Colorado and 15 regional operating centers, which holds a geographically
diversified portfolio of apartment communities. Upon completion of the Merger,
AIMCO, through its subsidiaries, will be the largest private provider of rental
housing in the world operating more than 2,000 properties, including nearly
400,000 apartment units and serving approximately one million residents. The
properties are located in 49 states, the District of Columbia and Puerto Rico.
SOURCE Apartment Investment and Management Company
CONTACT: Peter Kompaniez, President, 714-593-1723, or Leeann Morein,
Senior Vice President, 303-757-8101, [email protected], both of Apartment
Investment and Management Company
