SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
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) January 22, 1999
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)
Item 5. Other Events.
Apartment Investment and Management Company, a Maryland
corporation ("AIMCO"), has filed a registration statement on Form S-4 (the
"Registration Statement") relating to the proposed merger (the "Merger") of
Insignia Properties Trust, a Maryland real estate investment trust ("IPT"),
with and into AIMCO. The opinion of each of Ballard, Spahr, Andrews &
Ingersoll, LLP and Skadden, Arps, Slate, Meagher & Flom LLP, attached
hereto as Exhibits 5.1 and 8.1, respectively, relating to the Registration
Statement, are incorporated herein by reference. The press release of
AIMCO, attached hereto as Exhibit 99.1, relating to the Merger, is also
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
The following exhibits are filed with this report:
Exhibit
Number Description
5.1 Opinion of Ballard, Spahr, Andrews & Ingersoll, LLP,
regarding the validity of offered the shares of Class A
Common Stock of AIMCO offered in connection with the
Merger.
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
regarding certain tax matters.
99.1 Joint Press Release of AIMCO and IPT, dated January 29, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, 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: February 4, 1999 By: /s/ Patrick J. Foye
---------------------------
Patrick J. Foye
Executive Vice President
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Ballard, Spahr, Andrews & Ingersoll, LLP,
regarding the validity of offered shares of Class A Common
Stock of AIMCO offered in connection with the Merger.
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
regarding certain tax matters.
99.1 Joint Press Release of AIMCO and IPT, dated January 29, 1999.
EXHIBIT 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
January 25, 1999
Apartment Investment and Management Company
17th Floor
1873 South Bellaire Street
Denver, Colorado 80222-4348
Re: Registration Statement (No. 333-66207) on Form S-4
Ladies and Gentlemen:
We have served as Maryland counsel to Apartment Investment and
Management Company, a Maryland corporation (the "Company"), in connection
with certain matters of Maryland law arising out of the registration of up
to 9,620,000 shares (the "Shares") of Class A common stock, $.01 par value
per share, of the Company (the "Common Stock"), covered by the
above-referenced Registration Statement, and all amendments thereto (the
"Registration Statement"), under the Securities Act of 1933, as amended
(the "1933 Act"). The Shares may be issued in connection with the proposed
merger (the "Merger") of Insignia Properties Trust, a Maryland real estate
investment trust ("IPT"), with and into the Company pursuant to a Second
Amended and Restated Agreement and Plan of Merger, dated as of January 22,
1999 (the "Merger Agreement"), and the transactions related thereto.
Capitalized terms used but not defined herein shall have the meanings given
to them in the Registration Statement.
In connection with our representation of the Company, and as a
basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the
following documents (hereinafter collectively referred to as the
"Documents"):
1. The Registration Statement, including the related form of prospectus
included therein (the "Prospectus"), in the form in which it was
transmitted to the Securities and Exchange Commission under the 1933 Act;
2. The charter of the Company (the "Charter"), certified as of a recent
date by the State Department of Assessments and Taxation of Maryland (the
"SDAT");
3. The Bylaws (the "Bylaws") of the Company, certified as of a recent date
by an officer of the Company;
4. Resolutions of the Board of Directors of the Company relating to the
execution, delivery and performance of the Merger Agreement and the
consummation by the Company of the transactions contemplated thereby,
including the issuance of the Shares pursuant to the filing of the
Registration Statement (the "Directors' Resolutions"), certified as of a
recent date by an officer of the Company;
5. The form of certificate representing a share of the Common Stock;
6. A certificate of the SDAT as of a recent date as to the good standing of
the Company;
7. A certificate executed by an officer of the Company, dated the date
hereof (the "Officer's Certificate"), to the effect that, among other
things, the Bylaws, the Directors' Resolutions and the Merger Agreement are
true, correct and complete, and that the Charter, the Bylaws and the
Directors' Resolutions have not been rescinded or modified and are in full
force and effect on and as of the date of the Officer's Certificate, and
that the representations and warranties of the Company contained in the
Merger Agreement are true, correct and complete, and certifying as to the
form, execution and delivery of the Merger Agreement;
8. A fully executed counterpart of the Merger Agreement, certified as of a
recent date by an officer of the Company; and
9. Such other documents and matters that we have deemed necessary or
appropriate to express the opinions set forth in this letter, subject to
the assumptions, limitations and qualifications stated herein.
In expressing the opinions set forth below, we have assumed, and,
so far as is known to us, there are no facts inconsistent with, the
following:
1. Each individual executing any of the Documents, whether on behalf of
such individual or any other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents
to which such party is a signatory, and such party's obligations set forth
therein are legal, valid and binding and are enforceable in accordance with
all stated terms.
4. Any Documents submitted to us as originals are authentic. The form and
content of any Documents submitted to us as unexecuted drafts do not differ
in any respect relevant to this opinion from the form and content of such
Documents as executed and delivered. Any Documents submitted to us as
certified, facsimile or photostatic copies conform to the original
documents. All signatures on all Documents are genuine. All public records
reviewed or relied upon by us or on our behalf are true and complete. All
statements and information contained in the Documents are true and
complete. There has been no oral or written modification of or amendment to
any of the Documents, and there has been no waiver of any provision of any
of the Documents, by action or omission of the parties or otherwise.
5. All actions taken in connection with the Directors' Resolutions were
taken at a duly called and held meeting or by the unanimous written consent
of all directors.
6. Articles of Merger in the form contemplated by the Merger Agreement will
be filed with and accepted for record by the SDAT prior to the issuance of
any Shares.
7. The Shares have not and will not be transferred in violation of any
restriction or limitation contained in the Charter.
8. All certificates and affidavits submitted to us are true, correct and
complete, both when made and as of the date hereof.
The phrase "known to us" is limited to the actual knowledge,
without independent inquiry, of the lawyers at our firm who have performed
legal services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by
virtue of the laws of the State of Maryland and is in good standing with
the SDAT.
2. The Shares are duly authorized and, upon the due execution,
countersignature and delivery of certificates representing the Shares, and
upon issuance in accordance with the Charter, the Merger Agreement and the
Directors' Resolutions, the Shares will be (assuming that upon issuance the
total number of shares of Common Stock issued and outstanding will not
exceed the total number of shares of Common Stock that the Company is then
authorized to issue and that the number of Shares issued will not exceed
twenty percent of the number of shares of Common Stock outstanding at the
time of such issuance) validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the
State of Maryland and we do not express any opinion herein concerning any
other law. We express no opinion as to the applicability or effect of any
federal or state securities laws, including the securities laws of the
State of Maryland, or as to federal or state laws regarding fraudulent
transfers. To the extent that any matter as to which our opinion is
expressed herein would be governed by any jurisdiction other than the State
of Maryland, we do not express any opinion on such matter.
We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any
fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you solely for submission to
the Securities and Exchange Commission as an exhibit to the Registration
Statement and, accordingly, may not be relied upon by, quoted in any manner
to, or delivered to any person or entity (other than Skadden, Arps, Slate,
Meagher & Flom LLP, counsel to the Company) without, in each instance, our
prior written consent.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm in the
section entitled "Legal Matters" in the Registration Statement. In giving
this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard, Spahr, Andrews & Ingersoll, LLP
EXHIBIT 8.1
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
January 25, 1999
Apartment Investment and Management Company
1873 South Bellaire Street, Suite 1700
Denver, Colorado 80222
Ladies and Gentlemen:
We have acted as counsel to Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), in connection with the proposed
merger (the "Merger") of Insignia Properties Trust, a Maryland real estate
investment trust ("IPT"), with and into AIMCO, pursuant to a Second Amended
and Restated Agreement and Plan of Merger, dated as of January 22, 1999
(the "Merger Agreement"), between AIMCO and IPT. At your request, in
connection with the filing of the Information Statement/Prospectus (the
"Information Statement") constituting a part of AIMCO's registration
statement on Form S-4 (the "Registration Statement") filed on the date
hereof with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), we are rendering our opinion
concerning the material United States federal income tax consequences of
the Merger. This opinion supercedes our previous opinion to you dated
December 28, 1998. Unless otherwise specified herein, all capitalized terms
shall have the meanings ascribed to them in the Merger Agreement.
In rendering our opinion, we have examined and relied upon the
accuracy and completeness of the facts, information, covenants, statements
and representations contained in originals or copies, certified or
otherwise identified to our satisfaction, of the Merger Agreement, the
Registration Statement, and such other documents and information as we have
deemed necessary or appropriate as a basis for the opinion set forth below.
Our opinion is expressly conditioned on, among other things, the accuracy
as of the date hereof, and the continuing accuracy of all of such facts,
information, covenants, statements and representations up to and including
the Effective Time.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents. We have also assumed that
the contemplated transactions will be consummated at the Effective Time in
accordance with the terms of the Merger Agreement. In addition, we have,
with your consent, relied upon statements, representations and covenants
contained in certificates executed by officers of AIMCO and IPT dated
January 25, 1999 (the "Tax Certificates"), and we have assumed that the Tax
Certificates are true, complete and accurate, and will be re-executed by
the appropriate officers of AIMCO and IPT as of the Effective Time. We have
also relied upon the opinion of Ballard Spahr Andrews & Ingersoll LLP,
dated January 25, 1999, with respect to certain matters of Maryland law.
In rendering our opinions, we have considered applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury regulations promulgated thereunder, judicial decisions, rulings of
the Internal Revenue Service and such other authorities as we have
considered relevant, all as of the date hereof and all of which are subject
to change and differing interpretation at any time, possibly with
retroactive effect. A material change in the authorities or the facts,
information, covenants, statements, representations or assumptions upon
which our opinion is based could affect our conclusions herein.
Based upon and subject to the foregoing, we are of the opinion
that under current law, unless AIMCO elects to pay the consideration for
the Merger solely in cash, (i) the Merger will qualify as a reorganization
within the meaning of section 368(a) of the Code and (ii) each of AIMCO and
IPT will be a "party to the reorganization" within the meaning of section
368(b) of the Code. We are also of the opinion that, although the
discussion set forth in the Information Statement under the caption
"Federal Income Tax Consequences of the Merger" does not purport to discuss
all possible United States federal income tax consequences of the Merger,
such discussion constitutes, in all material respects, a fair and accurate
summary of the material United States federal income tax consequences of
the Merger to an IPT shareholder and to AIMCO, under current law.
Except as set forth above, we express no opinion to any party as
to any consequences of the Merger, any transactions related thereto or any
issue relating to AIMCO or any investment therein. This opinion is
expressed as of the date hereof, and we disclaim any undertaking to advise
you of any subsequent changes of the matters stated, represented, or
assumed herein or any subsequent changes in applicable law. This opinion is
solely for your benefit and is not to be used, circulated, quoted or
otherwise referred to for any purpose, except that we consent, in
accordance with the requirements of Item 601(a)(23) of Regulation S-K under
the Securities Act, to the filing of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
EXHIBIT 99.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY AND INSIGNIA
PROPERTIES TRUST ANNOUNCE FEBRUARY 26, 1999 AS DATE
FOR SPECIAL MEETING OF INSIGNIA PROPERTIES TRUST SHAREHOLDERS
FOR PREVIOUSLY ANNOUNCED MERGER
DENVER and GREENVILLE, SOUTH CAROLINA, January 29, 1999 -- Apartment
Investment and Management Company ("AIMCO") (NYSE: AIV) and Insignia
Properties Trust ("IPT") (AMEX: FFO) announced that the special meeting of
shareholders of IPT to approve the agreement and plan of merger between
AIMCO and IPT is scheduled to be held on February 26, 1999 and that the
Information Statement of IPT and Prospectus of AIMCO relating to the merger
was mailed yesterday.
Assuming the merger is completed on February 26, 1999, IPT
shareholders will receive, at AIMCO's election, $13.28 per IPT share in
AIMCO Common Stock, $13.25 (plus interest) per IPT share in cash, or a
combination of both. AIMCO has determined that if it elects to pay both
cash and AIMCO common stock as consideration in the merger, it will pay at
least 83% of the consideration for the merger in stock. However, AIMCO
retains the right to pay either all cash or more than 83% of the
consideration for the merger in AIMCO common stock, subject to the
provisions of the merger agreement. If AIMCO common stock is used as all or
part of the merger consideration, the AIMCO exchange value will be the
lesser of (i) $36.8781, which is the average sales price of AIMCO common
stock during the last 10-NYSE trading days of 1998, or (ii) the average
sales price of AIMCO common stock for the 10-NYSE trading days ending the
day before the special meeting, anticipated to be February 11, 1999 through
February 25, 1999. IPT will issue a press release on or before February 9,
1999 announcing the percentage of the merger consideration that AIMCO will
pay in cash.
AIMCO will pay approximately $151.5 million (assuming AIMCO elects
to pay the merger consideration in all stock) to acquire the 49% of the
outstanding IPT shares not owned by AIMCO.
Assuming a record date of February 25, 1999, IPT shareholders of
record on such date will receive a final cash distribution anticipated to
be $0.28 per IPT share which covers the period from October 1, 1998 through
February 25, 1999 and is equivalent to an annualized distribution of $0.64
per common share. This distribution will be paid 15 days after the record
date.
The merger requires approval of the holders of a majority of the
outstanding common shares of IPT. AIMCO and its subsidiaries own 51% of the
shares of IPT and have agreed to vote in favor of the merger. Accordingly,
IPT shareholder approval is assured.
AIMCO is a real estate investment trust with headquarters in
Denver, Colorado and 37 regional operating centers, which holds a
geographically diversified portfolio of apartment communities. AIMCO,
through its subsidiaries, operates approximately 2,150 properties,
including approximately 380,000 apartment units, and serves approximately
one million residents. AIMCO's properties are located in 49 states, the
District of Columbia and Puerto Rico.
IPT is a real estate investment trust which primarily acquires and
owns interests in multifamily residential properties. As of October 1,
1998, IPT controlled 121 real estate limited partnerships and owned ten
real properties. These 121 real estate limited partnerships owned a total
of approximately 339 properties containing approximately 70,000 apartment
units and approximately 5.9 million square feet of commercial space.
Contact: Peter Kompaniez, President, (714) 593-1723 or Leeann Morein, Senior
Vice President - Investor Services, (303) 757-8101 both of Apartment
Investment and Management Company, [email protected]
Web Site: http://www.aimco.com
