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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) DECEMBER 23, 1997
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
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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The Form 8-K filed on January 9, 1998 is hereby amended to read as follows:
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 8, 1998, AIMCO completed the acquisition by merger (the
"Ambassador Merger") of Ambassador Apartments, Inc., a Maryland corporation
that had elected to be taxed as a real estate investment trust
("Ambassador"). AIMCO issued up to 6,578,833 shares of Class A Common Stock,
assumed approximately $393 million in indebtedness and paid approximately
$13.0 million in closing costs associated the Ambassador Merger (including
severance costs). In the Ambassador Merger, each share of Common Stock, par
value $0.01 per share, of Ambassador ("Ambassador Common Stock") was
designated a value of $21.00 per share and was converted into 0.553 shares of
Class A Common Stock as a result of the AIMCO Index Price equaling
approximately $38.00. The "AIMCO Index Price" was the aggregate of the
average of the high and low sales prices for the Class A Common Stock on each
of the twenty consecutive New York Stock Exchange trading days prior to the
fifth trading day prior to the closing of the Ambassador Merger.
In the Ambassador Merger, each outstanding option exercisable for
Ambassador Common Stock was converted into an option exercisable for 0.553
shares of Class A Common Stock, or at the option holder's option, cash equal
to the excess of $21.00 over the strike price.
Also in connection with the Ambassador Merger, AIMCO MergerSub, L.P., a
99.9% owned subsidiary partnership of AIMCO Properties, L.P. ("MergerSub"),
was merged with and into Ambassador's operating partnership, Ambassador
Apartments, L.P. the ("Ambassador OP"), with the Ambassador OP surviving (the
"OP Merger"). In the OP Merger, each unit of limited partnership interest in
the Ambassador OP was converted into 0.553 units of limited partnership
interest in AIMCO Properties, L.P. Thus, the Ambassador OP became a 99.9%
owned subsidiary partnership of AIMCO Properties, L.P.
Ambassador was a self-administered, self-managed real estate investment
trust engaged in the ownership and management of garden-style apartment
properties primarily to middle income tenants. As of the consummation of the
Ambassador Merger, Ambassador and its subsidiaries owned 52 apartment
communities with a total of 15,728 units located in Arizona, Colorado,
Florida, Georgia, Illinois, Tennessee and Texas.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The required Financial Statements are included as Exhibits 99.3 and
99.4 to this Report, and incorporated herein by reference.
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(b) Pro Forma Financial Information
The required pro forma financial information is included as Exhibit
99.1 to this Report and incorporated herein by this reference.
(c) Exhibits
The following exhibits are filed with this report:
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of December 23, 1997, by and
between Apartment Investment and Management Company and Ambassador
Apartments, Inc.*
12.1 Calculation of Ratio of Earnings to Fixed Charges*.
12.2 Calculation of Earnings to Combined Fixed Charges and Preferred
Stock Dividends*.
23.1 Consent of Ernst & Young LLP*.
99.1 Pro Forma Financial Information of Apartment Investment and Management
Company as of and for the year ended December 31, 1997*.
99.2 Press Release of Apartment Investment and Management Company and
Ambassador Apartments, Inc., dated as of December 23, 1997*.
99.3 Financial Statements, Schedule and Report of Independent Auditors for
Ambassador Apartments, Inc. as of December 31, 1996 and 1995 and for
the Years Ended December 31, 1996, 1995 and 1994*.
99.4 Financial Statements for Ambassador Apartments, Inc. as of
September 30, 1997 and December 31, 1996 and for the Three and Nine
Months Ended September 30, 1997 and 1996 (unaudited)*.
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* 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: May 22, 1998 By: /s/ Troy D. Butts
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Troy D. Butts
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of December 23, 1997, by and
between Apartment Investment and Management Company and Ambassador
Apartments, Inc.*
12.1 Calculation of Ratio of Earnings to Fixed Charges*.
12.2 Calculation of Earnings to Combined Fixed Charges and Preferred
Stock Dividends*.
23.1 Consent of Ernst & Young LLP*.
99.1 Pro Forma Financial Information of Apartment Investment and Management
Company as of and for the year ended December 31, 1997*.
99.2 Press Release of Apartment Investment and Management Company and
Ambassador Apartments, Inc., dated as of December 23, 1997*.
99.3 Financial Statements, Schedule and Report of Independent Auditors for
Ambassador Apartments, Inc. as of December 31, 1996 and 1995 and for
the Years Ended December 31, 1996, 1995 and 1994*.
99.4 Financial Statements for Ambassador Apartments, Inc. as of
September 30, 1997 and December 31, 1996 and for the Three and Nine
Months Ended September 30, 1997 and 1996 (unaudited)*.
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* Previously filed
