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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 1999
REGISTRATION NO. 333-60355
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 12
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
(Exact name of co-registrant as specified in its charter)
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MARYLAND 84-1259577
DELAWARE 84-1275621
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification Number)
organization)
1873 SOUTH BELLAIRE STREET, 17TH FLOOR PETER KOMPANIEZ
DENVER, COLORADO 80222 PRESIDENT
(303) 757-8101 1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
FAX: (303) 753-9538
(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone
including area code, of co-registrants' principal number,
executive offices) including area code, of agent for service)
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Copy to:
JONATHAN L. FRIEDMAN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
FAX: (213) 687-5600
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Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and if there is compliance
with General Instruction G, check the following box. [ ]
If the 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
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER UNIT(1) AGGREGATE OFFERING PRICE REGISTRATION FEE(2)
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Preferred Stock, par value $.01
per share(3)....................
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Class A Common Stock, par value
$.01 per share(3)...............
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Partnership Preferred Units(4).... $200,000,000 $200,000,000
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Partnership Common Units(4)....... $200,000,000 $200,000,000
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Total.................... $1,000,000,000 (1) $1,000,000,000 $295,000
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(1) To be determined, from time to time, by the Registrants in connection with
the issuance of the securities registered hereunder.
(2) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933, as amended.
(3) To be issued by Apartment Investment and Management Company ("AIMCO"). The
amount of such securities registered hereby includes (i) shares of Preferred
Stock and Class A Common Stock of AIMCO issuable in exchange for Partnership
Preferred Units or Partnership Common Units of AIMCO Properties, L.P.
tendered for redemption pursuant to the agreement of limited partnership of
AIMCO Properties, L.P., plus such additional number of shares of Preferred
Stock and Class A Common Stock as may be issuable pursuant to the
antidilution adjustment provisions of such agreement and (ii) shares of
Class A Common Stock of AIMCO issuable upon conversion of shares of
Preferred Stock of AIMCO. In no event will the aggregate maximum offering
price of all securities registered under this Registration Statement by
AIMCO exceed $600,000,000.
(4) To be issued by AIMCO Properties, L.P.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
AIMCO
AIMCO's Charter limits the liability of AIMCO's directors and officers to
AIMCO and its stockholders to the fullest extent permitted from time to time by
Maryland law. Maryland law presently permits the liability of directors and
officers to a corporation or its stockholders for money damages to be limited,
except (i) to the extent that it is proved that the director or officer actually
received an improper benefit or profit in money, property or services for the
amount of the benefit or profit in money, property or services actually
received, or (ii) if a judgment or other final adjudication is entered in a
proceeding based on a finding that the director's or officer's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. This provision
does not limit the ability of AIMCO or its stockholders to obtain other relief,
such as an injunction or rescission.
AIMCO's Charter and Bylaws require AIMCO to indemnify its directors,
officers and certain other parties to the fullest extent permitted from time to
time by Maryland law. The MGCL permits a corporation to indemnify its directors,
officers and certain other parties against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service to
or at the request of the corporation, unless it is established that (i) the act
or omission of the indemnified party was material to the matter giving rise to
the proceeding and (x) was committed in bad faith or (y) was the result of
active and deliberate dishonesty, (ii) the indemnified party actually received
an improper personal benefit in money, property or services or (iii) in the case
of any criminal proceeding, the indemnified party had reasonable cause to
believe that the act or omission was unlawful. Indemnification may be made
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by the director or officer in connection with the proceeding;
provided, however, that if the proceeding is one by or in the right of the
corporation, indemnification may not be made with respect to any proceeding in
which the director or officer has been adjudged to be liable to the corporation.
In addition, a director or officer may not be indemnified with respect to any
proceeding charging improper personal benefit to the director or officer in
which the director or officer was adjudged to be liable on the basis that
personal benefit was improperly received. The termination of any proceeding by
conviction, or upon a plea of nolo contendere or its equivalent, or an entry of
any order of probation prior to judgment, creates a rebuttable presumption that
the director or officer did not meet the requisite standard of conduct required
for indemnification to be permitted. It is the position of the Commission that
indemnification of directors and officers for liabilities arising under the
Securities Act is against public policy and is unenforceable pursuant to Section
14 of the Securities Act.
AIMCO has entered into agreements with certain of its officers, pursuant to
which AIMCO has agreed to indemnify such officers to the fullest extent
permitted by applicable law.
THE AIMCO OPERATING PARTNERSHIP
The AIMCO Operating Partnership Agreement requires the AIMCO Operating
Partnership to indemnify its directors and officers (each an "Indemnitee") to
the fullest extent authorized by applicable law against any and all losses,
claims, damages, liabilities, joint or several, expenses (including, without
limitation, attorney's fees and other legal fees and expenses), judgments,
fines, settlements and other amounts arising from any and all claims, demands,
actions, suits or proceedings, civil, criminal, administrative or investigative,
that relate to the operations of the AIMCO Operating Partnership. Such
indemnification continues after the Indemnitee ceases to be a director or
officer. The right to indemnification includes the right to be paid by the AIMCO
Operating Partnership the expenses incurred in defending any proceeding in
advance of its final disposition upon the delivery of an undertaking by or on
behalf of the Indemnitee to repay all amounts
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advanced if a final judicial decision is rendered that such Indemnitee did not
meet the standard of conduct permitting indemnification under the AIMCO
Operating Partnership Agreement or applicable law.
The Partnership maintains insurance, at its expense, to protect against any
liability or loss, regardless of whether any director or officer is entitled to
indemnification under the AIMCO Operating Partnership Agreement or applicable
law.
ITEM 21. EXHIBITS.
(a)
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3.1 Charter of AIMCO. (Incorporated by reference to Exhibit 3.1
to AIMCO's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1998)
3.2 Form of Articles Supplementary relating to the Class K
Preferred Stock of AIMCO. (Incorporated by reference to
Exhibit 3.3 to AIMCO's Registration Statement on Form 8-A
filed on February 12, 1999)
3.3 Form of Articles Supplementary relating to the Class I
Preferred Stock of AIMCO. (Previously filed -- definitive
version to be filed or incorporated by reference prior to
the offering of Class I Preferred Stock)
3.4 Bylaws of AIMCO. (Incorporated by reference to Exhibit 3.2
to AIMCO's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1997)
3.5 Third Amended and Restated Agreement of Limited Partnership
of AIMCO Properties, L.P. (Incorporated by reference to
Exhibit 10.1 to Amendment No. 1 to AIMCO Properties,
L.P.'s Form 10 filed on December 16, 1998)
3.5.1 First Amendment to Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P.
(Incorporated by reference to Exhibit 10.9 to AIMCO's
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1998)
3.5.2 Second Amendment to Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P.
(Incorporated by reference to Exhibit 10.1 to AIMCO
Properties, L.P. Current Report on Form 8-K filed on
February 11, 1999)
3.5.3 Third Amendment to Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P. (Previously
filed)
3.5.4 Fourth Amendment to Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P. (Previously
filed)
3.5.5 Fifth Amendment to Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P. (Previously
filed)
4.1 Specimen certificate for Class A Common Stock of AIMCO.
(Incorporated by reference to AIMCO Registration
Statement on Form 8-A filed on July 19, 1994)
4.2 Form of specimen certificate for Class I Preferred Stock of
AIMCO (Previously filed -- definitive version to be filed
or incorporated by reference prior to the offering of
Class I Preferred Stock)
4.3 Specimen certificate for Partnership Common Units of AIMCO
Properties, L.P. (Attached as Exhibit F to Exhibit 3.5)
4.4 Specimen certificate for Class Two Partnership Preferred
Units of AIMCO Properties, L.P. (Attached as Annex I to
Exhibit 3.5.4)
5.1 Opinion of Piper & Marbury L.L.P. regarding the validity of
the Class A Common Stock and Preferred Stock offered
hereby. (Filed herewith)
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding the validity of the Common OP Units and the
Preferred OP Units offered hereby. (Filed herewith)
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8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters. (Previously
filed)
8.1.1 Opinion of Altheimer & Gray, dated May 8, 1998. (Previously filed)
8.1.2 Opinion of Akin, Gump, Strauss & Feld, L.L.P., dated October 1, 1998. (Incorporated by
reference to Exhibit 8.3 to the Form S-4 Registration Statement, file no. 333-60663, of
AIMCO)
10.1 -- Amended and Restated Credit Agreement (Unsecured Revolver-to-Term Facility), dated as
of October 1, 1998, among AIMCO Properties, L.P., Bank of America National Trust and
Savings Association, and BankBoston, N.A. (Exhibit 10.1 to AIMCO's Current Report on
Form 8-K, dated October 1, 1998, is incorporated herein by this reference)
10.2 -- First Amendment to Credit Agreement, dated as of November 6, 1998, by and among AIMCO
Properties, L.P., the financial institutions listed on the signature pages thereof and
Bank of America National Trust and Savings Association (Exhibit 10.2 to AIMCO's Annual
Report on Form 10-K for the fiscal year 1998, is incorporated herein by this reference)
10.3 -- Promissory Note, dated October 1, 1998, in the principal amount of $65,000,000 issued
by AIMCO Properties, L.P. to Bank of America National Trust and Savings Association,
and BankBoston, N.A. (Exhibit 10.2 to AIMCO's Current Report on Form 8-K, dated October
1, 1998, is incorporated herein by this reference)
10.4 -- Promissory Note, dated October 1, 1998, in the principal amount of $35,000,000 issued
by AIMCO Properties, L.P. to Bank of America National Trust and Savings Association,
and BankBoston, N.A. (Exhibit 10.3 to AIMCO's Current Report on Form 8-K, dated October
1, 1998, is incorporated herein by this reference)
10.5 -- Swing Line Promissory Note, dated October 1, 1998, in the principal amount of
$30,000,000, issued by AIMCO Properties, L.P. to Bank of America National Trust and
Savings Association, and BankBoston, N.A. (Exhibit 10.4 to AIMCO's Current Report on
Form 8-K, dated October 1, 1998, is incorporated herein by this reference)
10.6 -- Payment Guaranty of Non-Preferred Stock Subsidiaries, dated as of October 1, 1998, by
Apartment Investment and Management Company, AIMCO Holdings QRS, Inc., AIMCO/OTC QRS,
Inc., AIMCO Holdings, L.P., AIMCO-GP, Inc., AIMCO-LP, Inc., AIMCO Properties Finance
Corp., AIMCO Somerset, Inc., Ambassador II, L.P., Ambassador X, L.P., Ambassador IV,
Inc., Ambassador V, Inc., Ambassador Florida Partners Inc. and A.J. Two, Inc. (Exhibit
10.5 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ending September
30, 1998, is incorporated herein by this reference)
10.7 -- Payment Guaranty of Preferred Stock Subsidiaries, dated as of October 1, 1998, by
Property Asset Management Services, Inc., Property Asset Management Services, L.P., NHP
Management Company and Property Asset Management Services-California, L.L.C. (Exhibit
10.6 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ending September
30, 1998, is incorporated herein by this reference)
10.8 -- Payment Guaranty of Non-Preferred Stock Subsidiaries, dated as of October 1, 1998, by
CPF XIV/St. Charleston, Inc., CPF XIV/Torrey Pines, Inc., CPF XIV/ Sun River, Inc., CPF
XIV/Lakeside Place, Inc., ConCap CCP/IV Stratford Place Properties, Inc., ConCap CCP/IV
River's Edge Properties, Inc., PRA, Inc. and National Property Investors, Inc. (Exhibit
10.7 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ending September
30, 1998, is incorporated herein by this reference)
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10.9 -- Credit Agreement dated December 30, 1997, by and among
Insignia Properties, L.P., Lehman Commercial Paper Inc.,
as lending agent, First Union National Bank, as
administrative agent, and the lenders from time to party
thereto (Exhibit 10.8 to Form S-4 of Insignia Properties
Trust, filed May 28, 1998, is incorporated herein by this
reference)
10.10 -- Unconditional Guaranty, dated as of December 30, 1997,
made by Insignia Properties Trust in favor of First Union
National Bank (Exhibit 10.9 to Form S-4 of Insignia
Properties Trust, filed May 28, 1998, is incorporated
herein by this reference)
10.11 -- Purchase and Sale Agreement and Joint Escrow
Instructions, made and entered into as of August 22,
1997, by and between AIMCO Properties, L.P. and each of
the parties identified on Exhibit "A" attached thereto
(collectively, the "Winthrop Sellers") (Exhibit 99.3 to
AIMCO's Current Report on Form 8-K, dated October 15,
1997, is incorporated herein by this reference)
10.12 -- Letter Agreement, dated October 15, 1997 by and between
AIMCO Properties, L.P. and the Winthrop Sellers (Exhibit
99.6 to AIMCO's Current Report on Form 8-K, dated October
15, 1997, is incorporated herein by this reference)
10.13 -- Summary of Arrangement for Sale of Stock to Executive
Officers (Exhibit 10.104 to AIMCO's Annual Report on Form
10-K for the fiscal year 1996, is incorporated herein by
this reference)
10.14 -- Apartment Investment and Management Company 1997 Stock
Award and Incentive Plan (Annex A to AIMCO's Proxy
Statement for the Annual Meeting of Stockholders to be
held on April 24, 1997, is incorporated herein by this
reference)
10.15 -- Amendment No. 1 to the Apartment Investment and
Management Company 1997 Stock Award and Incentive Plan
(Annex A to AIMCO's Proxy Statement for Annual Meeting of
Stockholders to be held on May 8, 1998, is incorporated
herein by this reference)
10.16 -- Apartment Investment and Management Company 1998
Incentive Compensation Plan (Annex B to AIMCO's Proxy
Statement for Annual Meeting of Stockholders to be held
on May 8, 1998, is incorporated herein by this reference)
10.17 -- Employment Contract, executed on July 29, 1994, by and
between AIMCO Properties, L.P. and Peter Kompaniez
(Exhibit 10.44A to AIMCO's Annual Report on Form 10-K for
the fiscal year 1994, is incorporated herein by this
reference)
10.18 -- Real Estate Acquisition Agreement, dated as of May 22,
1997, by and among Apartment Investment and Management
Company, AIMCO Properties, L.P., Demeter Holdings
Corporation, Phemus Corporation, Capricorn Investors,
L.P., J. Roderick Heller, III and NHP Partners LLC
(Exhibit 2.1 to AIMCO's Current Report on Form 8-K, dated
June 3, 1997, is incorporated herein by this reference)
10.19 -- Contribution Agreement, dated as of January 31, 1998, by
and between Apartment Investment and Management Company
and Terry Considine and Peter K. Kompaniez (Exhibit 2.1
to AIMCO's Current Report on Form 8-K, dated January 31,
1998, is incorporated herein by this reference)
10.20 -- Amended and Restated Assignment and Assumption Agreement,
dated as of December 7, 1998, by and among Insignia
Properties, L.P. and AIMCO Properties, L.P. (Exhibit 10.1
to the Current Report on Form 8-K of Insignia Properties
Trust, dated February 11, 1999, is incorporated herein by
this reference)
10.21 -- Form of Restricted Stock Agreement (1997 Stock Award and
Incentive Plan) (Exhibit 10.11 to AIMCO's Quarterly
Report on Form 10-Q for the quarterly period ending
September 30, 1997, is incorporated herein by this
reference)
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10.22 -- Apartment Investment and Management Company Non-Qualified
Employee Stock Option Plan, adopted August 29, 1996
(Exhibit 10.8 to AIMCO's Quarterly Report on Form 10/Q-A
for the quarterly period ending September 30, 1996, is
incorporated herein by this reference)
10.23 -- Amended and Restated Apartment Investment and Management
Company Non-Qualified Employee Stock Option Plan (Annex B
to AIMCO's Proxy Statement for the Annual Meeting of
Stockholders to be held on April 24, 1997, is
incorporated herein by this reference)
10.24 -- Employment Contract executed on July 29, 1994 by and
between AIMCO Properties, LP and Terry Considine (Exhibit
10.44C to AIMCO's Annual Report on Form 10-K for the
fiscal year 1994, is incorporated herein by this
reference)
10.25 -- Employment Contract executed on July 29, 1994 by and
between AIMCO Properties, LP and Steven D. Ira (Exhibit
10.44D to AIMCO's Annual Report on Form 10-K for the
fiscal year 1994, is incorporated herein by this
reference)
10.26 -- The 1994 Stock Incentive Plan for Officers, Directors and
Key Employees of Ambassador Apartments, Inc., Ambassador
Apartments, L.P. and Subsidiaries (Exhibit 10.40 to
Ambassador Apartments, Inc. Annual Report on Form 10-K
for the fiscal year 1997, is incorporated herein by this
reference)
10.27 -- Amendment to the 1994 Stock Incentive Plan for Officers,
Directors and Key Employees of Ambassador Apartments,
Inc., Ambassador Apartments, L.P. and Subsidiaries
(Exhibit 10.41 to Ambassador Apartments, Inc. Annual
Report on Form 10-K for the fiscal year 1997, is
incorporated herein by this reference)
10.28 -- The 1996 Stock Incentive Plan for Officers, Directors and
Key Employees of Ambassador Apartments, Inc., Ambassador
Apartments, L.P. and Subsidiaries, as amended March 20,
1997 (Exhibit 10.42 to Ambassador Apartments, Inc. Annual
Report on Form 10-K for the fiscal year 1997, is
incorporated herein by this reference)
10.29 -- Insignia 1992 Stock Incentive Plan, as amended through
March 28, 1994 and November 13, 1995 (Exhibit 10.1 to
Insignia Financial Group, Inc. Annual Report on Form 10-K
for the fiscal year 1997, is incorporated herein by this
reference)
10.30 -- NHP Incorporated 1990 Stock Option Plan (Exhibit 10.9 to
NHP Incorporated Annual Report on Form 10-K for the
fiscal year 1995, is incorporated herein by this
reference)
10.31 -- NHP Incorporated 1995 Incentive Stock Option Plan
(Exhibit 10.10 to NHP Incorporated Annual Report on Form
10-K for the fiscal year 1995, is incorporated herein by
this reference)
10.32 -- Contribution and Management Agreement, dated as of June
15, 1998, by and between Apartment Investment and
Management Company and AIMCO Properties, L.P. (Exhibit
10.2 to Amendment No. 2 to Form 10 of AIMCO Properties,
L.P., filed October 28, 1998, is incorporate herein by
this reference)
10.33 -- Convertible Promissory Note from AIMCO Properties, L.P.
to AIMCO-LP Inc. in the amount of $149,500,000 (Exhibit
10.3 to Amendment No. 2 to Form 10 of AIMCO Properties,
L.P., filed October 28, 1998, is incorporated herein by
this reference)
12.1 Calculation of ratio of earnings to fixed charges.
(Previously filed)
12.2 Calculation of ratio of earnings to combined fixed charges
and preferred stock dividends. (Previously filed)
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21.1 Subsidiaries of the Registrants (Exhibit 21.1 to AIMCO's Annual Report on Form 10-K for
the year ended December 31, 1997 is incorporated herein by reference).
23.1 Consent of Ernst & Young LLP, Dallas, Texas. (Previously filed)
23.2 Consent of Ernst & Young LLP, Chicago, Illinois. (Previously filed)
23.3 Consent of Ernst & Young LLP, Greenville, South Carolina. (Previously filed)
23.4 Consent of Ernst & Young LLP, Indianapolis, Indiana. (Previously filed)
23.5 Consent of Arthur Andersen LLP. (Previously filed)
23.6 Consent of Piper & Marbury L.L.P. (Included in opinion filed as Exhibit 5.1).
23.7 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (Included in opinion filed as Exhibit
5.2).
23.8 Consents of KPMG Peat Marwick LLP with respect to financial statements of the following
entities:
23.8.1 -- Baywood Partners, Ltd. (Previously filed)
23.8.2 -- Burgundy Court Associates, L.P. (Previously filed)
23.8.3 -- Catawba Club Associates, L.P. (Previously filed)
23.8.4 -- Georgetown of Columbus Associates, L.P. (Previously filed)
23.8.5 -- La Colina Partners, Ltd. (Previously filed)
23.8.6 -- Lake Eden Associates, L.P. (Previously filed)
23.8.7 -- Landmark Associates, Ltd. (Previously filed)
23.8.8 -- Northbrook Apartments, Ltd. (Previously filed)
23.8.9 -- Shaker Square, L.P. (Previously filed)
23.8.10 -- Thurber Manor Associates, Limited Partnership. (Previously filed)
23.8.11 -- Quail Run Associates, L.P. (Previously filed)
23.8.12 -- Sycamore Creek Associates, L.P. (Previously filed)
23.9 Consent of Portock, Bye & Co. (Brampton Associates Partnership). (Previously filed)
23.10 Consents of Ernst & Young LLP, Greenville, South Carolina with respect to financial
statements of the following entities:
23.10.1 -- Rivercreek Apartments Limited Partnership. (Previously filed)
23.10.2 -- Shearson/Calmark Heritage Park II Ltd. (Previously filed)
23.10.3 -- Yorktown Towers Associates. (Previously filed)
23.10.4 -- Shannon Manor Apartments, a Limited Partnership. (Previously filed)
23.10.5 -- Woodmere Associates, L.P. (Previously filed)
23.10.6 -- Salem Arms of Augusta Limited Partnership. (Previously filed)
23.10.7 -- Coastal Commons Limited Partnership. (Previously filed)
23.10.8 -- Snowden Village Associates, L.P. (Previously filed)
23.10.9 -- Sharon Woods, L.P. (Previously filed)
23.10.10 -- Rivercrest Apartments, Limited. (Previously filed)
23.10.11 -- Angeles Income Properties, Ltd. II. (Previously filed)
23.10.12 -- Angeles Income Properties, Ltd. III. (Previously filed)
23.10.13 -- Angeles Income Properties, Ltd. IV. (Previously filed)
23.10.14 -- Angeles Income Properties, Ltd. 6. (Previously filed)
23.10.15 -- Angeles Opportunity Properties, Ltd. (Previously filed)
23.10.16 -- Angeles Partners VII. (Previously filed)
23.10.17 -- Angeles Partners VIII. (Previously filed)
23.10.18 -- Angeles Partners IX. (Previously filed)
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.10.19 23 -- Angeles Partners X. (Previously filed)
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23.10.20 -- Angeles Partners XI. (Previously filed)
23.10.21 -- Angeles Partners XII. (Previously filed)
23.10.22 -- Angeles Partners XIV. (Previously filed)
23.10.23 -- Consolidated Capital Institutional Properties/2.
(Previously filed)
23.10.24 -- Consolidated Capital Institutional Properties/3.
(Previously filed)
23.10.25 -- Consolidated Capital Properties III. (Previously filed)
23.10.26 -- Consolidated Capital Properties IV. (Previously filed)
23.10.27 -- Consolidated Capital Properties V. (Previously filed)
23.10.28 -- Consolidated Capital Properties VI. (Previously filed)
23.10.29 -- Davidson Diversified Real Estate I, L.P. (Previously
filed)
23.10.30 -- Davidson Diversified Real Estate II, L.P. (Previously
filed)
23.10.31 -- Davidson Diversified Real Estate III, L.P. (Previously
filed)
23.10.32 -- Davidson Growth Plus, L.P. (Previously filed)
23.10.33 -- Davidson Income Real Estate, L.P. (Previously filed)
23.10.34 -- Investors First-Staged Equity. (Previously filed)
23.10.35 -- Johnstown/Consolidated Income Partners. (Previously
filed)
23.10.36 -- Multi-Benefit Realty Fund '87-1. (Previously filed)
23.10.37 -- Shelter Properties III. (Previously filed)
23.10.38 -- Shelter Properties VI. (Previously filed)
23.10.39 -- Shelter Properties VII Limited Partnership. (Previously
filed)
23.10.40 -- U.S. Realty Partners Limited Partnership. (Previously
filed)
23.10.41 -- Shelter Properties IV (Previously filed)
23.11 Consents of Deloitte & Touche.
23.11.1 -- HCW Pension Real Estate Fund Limited Partnership.
(Previously filed)
23.11.2 -- United Investors Growth Properties. (Previously filed)
23.11.3 -- United Investors Growth Properties II. (Previously filed)
23.11.4 -- United Investors Income Properties. (Previously filed)
23.11.5 -- Cedar Tree Investors Limited Partnership. (Previously
filed)
23.11.6 -- Wingfield Investors Limited Partnership. (Previously
filed)
23.12 Consents (1997 and 1996) of Reznick Fedder & Silverman
(Burnsville Apartments, LP (Minneapolis Associates II
Limited Partnership), Chestnut Hill Associates Limited
Partnership, DFW Apartment Investors Limited Partnership,
DFW Residential Investors Limited Partnership, Olde Mill
Investors Limited Partnership and Winthrop Apartment
Investors Limited Partnership). (Previously filed)
23.12.1 -- Riverside Park Associates L.P. (Previously filed)
23.12.2 -- Springhill Lake Investors Limited Partnership.
(Previously filed)
23.12.3 -- Texas Residential Investors Limited Partnership.
(Previously filed)
23.12.4 -- Park Towne Place Associates Limited Partnership
(Previously filed)
23.13 Consent of Barry S. Fishman & Associates (Ravensworth
Associates Limited Partnership) (Previously filed)
23.14 Consents of Imowitz Koenig LLP with respect to financial
statements of the following entities:
23.14.1 -- Winthrop Apartment Investors Limited Partnership.
(Previously filed)
23.14.2 -- Winrock -- Houston Limited Partnership. (Previously
filed)
23.14.3 -- Century Properties Fund XVI. (Previously filed)
</TABLE>
II-7
<PAGE> 9
<TABLE>
.14.4 23 -- Century Properties Fund XVIII. (Previously filed)
<C> <S>
23.14.5 -- Century Properties Fund XIX. (Previously filed)
23.14.6 -- Century Properties Growth Fund XXII. (Previously filed)
23.14.8 -- Fox Strategic Housing Income Partners. (Previously filed)
23.14.9 -- National Property Investors 8. (Previously filed)
23.14.10 -- Winthrop Growth Investors 1 Limited Partnership.
(Previously filed)
23.15.1 Consent of Pannell Kerr Forster PC (Drexel Burnham Lambert
Real Estate Associates II) (Previously filed).
23.16 Consent of Beers & Cutler PLLC (Realty Investment Apartment
Communities I) (Previously filed).
23.17 Consent of Ernst & Young, LLP, Denver, Colorado. (Previously
filed)
24.1 Power of Attorney for Apartment Investment and Management
Company. (Previously filed)
24.2 Power of Attorney for AIMCO Properties, L.P. (Previously
filed)
99.1 Physical Inspection Reports of Adjuster's International,
Inc. relating to Shelter Properties IV. (Incorporated by
reference from AIMCO Properties, L.P.'s Schedule 13E-3
filed on February 12, 1999)
99.2 Physical inspection report of Adjuster's International, Inc.
referred to in the Prospectus Supplement of Landmark
Associates, L.P. in the Section "Your Partnership -- Your
Partnership and its Property." (Previously filed)
99.3 Physical inspection report of Adjuster's International, Inc.
referred to in the Prospectus Supplement of Orchard Park
Apartments, Limited Partnership in the Section "Your
Partnership -- Your Partnership and its Property."
(Previously filed)
99.4 Physical inspection report of Adjuster's International, Inc.
referred to in the Prospectus Supplement of Park Towne
Associates Limited Partnership in the Section "Your
Partnership -- Your Partnership and its Property."
(Previously filed)
99.5 Physical inspection report of Adjuster's International, Inc.
referred to in the Prospectus Supplement of Salem Arms of
Augusta Limited Partnership in the Section "Your
Partnership -- Your Partnership and its Property."
(Previously filed)
99.6 Physical inspection report of Adjuster's International, Inc.
referred to in the Prospectus Supplement of Snowden
Village Associates, L.P. in the Section "Your
Partnership -- Your Partnership and its Property."
(Previously filed)
99.7 Physical inspection report of Adjuster's International, Inc.
referred to in the Prospectus Supplement of Sturbrook
Investors, Ltd. in the Section "Your Partnership -- Your
Partnership and its Property." (Previously filed)
99.8 Physical inspection report of Adjuster's International, Inc.
referred to in the Prospectus Supplement of Sycamore
Creek Associates, L.P. in the Section "Your
Partnership -- Your Partnership and its Property."
(Previously filed)
99.9 Summary of Appraisal for Timber Ridge Apartments (Sharon
Woods, L.P.) (Previously filed)
99.10 Summary of Appraisal for Landmark Woods Apartments (Landmark
Associates, Ltd.) (Previously filed)
99.11 Summary of Appraisal for Scotch Pines East Apartments
(CallMart Fort Collins Ltd.) (Previously filed)
</TABLE>
II-8
<PAGE> 10
<TABLE>
.12 99 Summary of Appraisal of Sycamore Creek Apartments, (Sycamore Creek Associates,
L.P.) (Previously filed)
<C> <S>
99.13 Summary of Appraisal of Buccaneer Trace Apartments (Buccaneer Trace Limited
Partnership) (Previously filed)
99.14 Summaries of appraisals of Shelter Properties IV. (Incorporated by reference
to Exhibit (z)(I) to the Form 14D-1 for Shelter Properties IV filed by
Cooper River Properties, L.L.C. on July 21, 1998)
99.15 Form of Letter of Transmittal (Previously filed).
99.16 Agreement re disclosure of long-term debt instruments (Previously filed)
</TABLE>
- ---------------
Schedules and supplemental materials to the exhibits have been omitted but
will be provided to the Securities and Exchange Commission upon request.
(b) Financial Statement Schedules
Not Applicable.
(c) Report, opinion or appraisal
(i)See Appendix A to each Prospectus Supplement for the opinions of Robert
A. Stanger & Company, Inc.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrants' annual reports pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated
II-9
<PAGE> 11
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions, or otherwise,
the registrants have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrants of expenses incurred
or paid by a director, officer or controlling person of the registrants in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(d) The undersigned registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(e) The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(f) The undersigned registrants hereby undertake to not issue securities
under this registration statement in order to effect any "roll-up transaction"
(as such term is defined paragraph (c) of Item 901 of Regulation S-K).
Furthermore, the undersigned registrants hereby undertake to supply by means of
a post-effective amendment all information concerning an offer to purchase
partnership interests in exchange for securities issued under this registration
statement, prior to commencing such an offer, if pursuant to the provisions of
subparagraph (iv), (vii) or (viii) of paragraph (c)(2) of Item 901 of Regulation
S-K, such transaction would be excluded from the definition of a "roll-up
transaction."
II-10
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Apartment
Investment and Management Company has duly caused this Amendment No. 12 to the
Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, State of
Colorado, on the 30th day of March, 1999.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PETER K. KOMPANIEZ
----------------------------------
Peter K. Kompaniez,
Vice Chairman and President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 11 to the Registration Statement on Form S-4 has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ TERRY CONSIDINE* Chairman and Chief Executive March 30, 1999
- ----------------------------------------------------- Officer
Terry Considine
/s/ PETER K. KOMPANIEZ Vice Chairman and President March 30, 1999
- -----------------------------------------------------
Peter K. Kompaniez
/s/ TROY D. BUTTS* Senior Vice President and March 30, 1999
- ----------------------------------------------------- Chief Financial Officer
Troy D. Butts
/s/ RICHARD S. ELLWOOD* Director March 30, 1999
- -----------------------------------------------------
Richard S. Ellwood
/s/ J. LANDIS MARTIN* Director March 30, 1999
- -----------------------------------------------------
J. Landis Martin
/s/ THOMAS L. RHODES* Director March 30, 1999
- -----------------------------------------------------
Thomas L. Rhodes
/s/ JOHN D. SMITH* Director March 30, 1999
- -----------------------------------------------------
John D. Smith
*By: /s/ PETER K. KOMPANIEZ
------------------------------------------------
Peter K. Kompaniez, as Attorney-in-Fact
for each of the persons indicated
</TABLE>
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, AIMCO
Properties, L.P. has duly caused this Amendment No. 12 to the Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of Colorado, on the 30th day of
March, 1999.
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
its General Partner
By: /s/ PETER K. KOMPANIEZ
----------------------------------
Peter K. Kompaniez,
Vice Chairman and President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 11 to the Registration Statement on Form S-4 has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ TERRY CONSIDINE* Chairman and Chief March 30, 1999
- ----------------------------------------------------- Executive Officer
Terry Considine
/s/ PETER K. KOMPANIEZ Vice Chairman and President March 30, 1999
- -----------------------------------------------------
Peter K. Kompaniez
/s/ TROY D. BUTTS* Senior Vice President and March 30, 1999
- ----------------------------------------------------- Chief Financial Officer
Troy D. Butts
*By: /s/ PETER K. KOMPANIEZ
------------------------------------------------
Peter K. Kompaniez, as Attorney-in-Fact for
each of the persons indicated
</TABLE>
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
3.1 Charter of AIMCO. (Incorporated by reference to Exhibit 3.1
to AIMCO's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1998)
3.2 Form of Articles Supplementary relating to the Class K
Preferred Stock of AIMCO. (Incorporated by reference to
Exhibit 3.3 to AIMCO's Registration Statement on Form 8-A
filed on February 12, 1999)
3.3 Form of Articles Supplementary relating to the Class I
Preferred Stock of AIMCO. (Previously filed -- definitive
version to be filed or incorporated by reference prior to
the offering of Class I Preferred Stock)
3.4 Bylaws of AIMCO. (Incorporated by reference to Exhibit 3.2
to AIMCO's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1997)
3.5 Third Amended and Restated Agreement of Limited Partnership
of AIMCO Properties, L.P. (Incorporated by reference to
Exhibit 10.1 to Amendment No. 1 to AIMCO Properties,
L.P.'s Form 10 filed on December 16, 1998)
3.5.1 First Amendment to Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P.
(Incorporated by reference to Exhibit 10.9 to AIMCO's
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1998)
3.5.2 Second Amendment to Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P.
(Incorporated by reference to Exhibit 10.1 to AIMCO
Properties, L.P. Current Report on Form 8-K filed on
February 11, 1999)
3.5.3 Third Amendment to Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P. (Previously
filed)
3.5.4 Fourth Amendment to Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P. (Previously
filed)
3.5.5 Fifth Amendment to Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P. (Previously
filed)
4.1 Specimen certificate for Class A Common Stock of AIMCO.
(Incorporated by reference to AIMCO Registration
Statement on Form 8-A filed on July 19, 1994)
4.2 Form of specimen certificate for Class I Preferred Stock of
AIMCO (Previously filed -- definitive version to be filed
or incorporated by reference prior to the offering of
Class I Preferred Stock)
4.3 Specimen certificate for Partnership Common Units of AIMCO
Properties, L.P. (Attached as Exhibit F to Exhibit 3.5)
4.4 Specimen certificate for Class Two Partnership Preferred
Units of AIMCO Properties, L.P. (Attached as Annex I to
Exhibit 3.5.4)
5.1 Opinion of Piper & Marbury L.L.P. regarding the validity of
the Class A Common Stock and Preferred Stock offered
hereby. (Filed herewith)
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding the validity of the Common OP Units and the
Preferred OP Units offered hereby. (Filed herewith)
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding tax matters. (Previously filed)
8.1.1 Opinion of Altheimer & Gray, dated May 8, 1998. (Previously
filed)
8.1.2 Opinion of Akin, Gump, Strauss & Feld, L.L.P., dated October
1, 1998. (Incorporated by reference to Exhibit 8.3 to the
Form S-4 Registration Statement, file no. 333-60663, of
AIMCO)
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.1 -- Amended and Restated Credit Agreement (Unsecured
Revolver-to-Term Facility), dated as of October 1, 1998,
among AIMCO Properties, L.P., Bank of America National
Trust and Savings Association, and BankBoston, N.A.
(Exhibit 10.1 to AIMCO's Current Report on Form 8-K,
dated October 1, 1998, is incorporated herein by this
reference)
10.2 -- First Amendment to Credit Agreement, dated as of November
6, 1998, by and among AIMCO Properties, L.P., the
financial institutions listed on the signature pages
thereof and Bank of America National Trust and Savings
Association (Exhibit 10.2 to AIMCO's Annual Report on
Form 10-K for the fiscal year 1998, is incorporated
herein by this reference)
10.3 -- Promissory Note, dated October 1, 1998, in the principal
amount of $65,000,000 issued by AIMCO Properties, L.P. to
Bank of America National Trust and Savings Association,
and BankBoston, N.A. (Exhibit 10.2 to AIMCO's Current
Report on Form 8-K, dated October 1, 1998, is
incorporated herein by this reference)
10.4 -- Promissory Note, dated October 1, 1998, in the principal
amount of $35,000,000 issued by AIMCO Properties, L.P. to
Bank of America National Trust and Savings Association,
and BankBoston, N.A. (Exhibit 10.3 to AIMCO's Current
Report on Form 8-K, dated October 1, 1998, is
incorporated herein by this reference)
10.5 -- Swing Line Promissory Note, dated October 1, 1998, in the
principal amount of $30,000,000, issued by AIMCO
Properties, L.P. to Bank of America National Trust and
Savings Association, and BankBoston, N.A. (Exhibit 10.4
to AIMCO's Current Report on Form 8-K, dated October 1,
1998, is incorporated herein by this reference)
10.6 -- Payment Guaranty of Non-Preferred Stock Subsidiaries,
dated as of October 1, 1998, by Apartment Investment and
Management Company, AIMCO Holdings QRS, Inc., AIMCO/OTC
QRS, Inc., AIMCO Holdings, L.P., AIMCO-GP, Inc.,
AIMCO-LP, Inc., AIMCO Properties Finance Corp., AIMCO
Somerset, Inc., Ambassador II, L.P., Ambassador X, L.P.,
Ambassador IV, Inc., Ambassador V, Inc., Ambassador
Florida Partners Inc. and A.J. Two, Inc. (Exhibit 10.5 to
AIMCO's Quarterly Report on Form 10-Q for the quarterly
period ending September 30, 1998, is incorporated herein
by this reference)
10.7 -- Payment Guaranty of Preferred Stock Subsidiaries, dated
as of October 1, 1998, by Property Asset Management
Services, Inc., Property Asset Management Services, L.P.,
NHP Management Company and Property Asset Management
Services-California, L.L.C. (Exhibit 10.6 to AIMCO's
Quarterly Report on Form 10-Q for the quarterly period
ending September 30, 1998, is incorporated herein by this
reference)
10.8 -- Payment Guaranty of Non-Preferred Stock Subsidiaries,
dated as of October 1, 1998, by CPF XIV/St. Charleston,
Inc., CPF XIV/Torrey Pines, Inc., CPF XIV/ Sun River,
Inc., CPF XIV/Lakeside Place, Inc., ConCap CCP/IV
Stratford Place Properties, Inc., ConCap CCP/IV River's
Edge Properties, Inc., PRA, Inc. and National Property
Investors, Inc. (Exhibit 10.7 to AIMCO's Quarterly Report
on Form 10-Q for the quarterly period ending September
30, 1998, is incorporated herein by this reference)
10.9 -- Credit Agreement dated December 30, 1997, by and among
Insignia Properties, L.P., Lehman Commercial Paper Inc.,
as lending agent, First Union National Bank, as
administrative agent, and the lenders from time to party
thereto (Exhibit 10.8 to Form S-4 of Insignia Properties
Trust, filed May 28, 1998, is incorporated herein by this
reference)
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.10 -- Unconditional Guaranty, dated as of December 30, 1997,
made by Insignia Properties Trust in favor of First Union
National Bank (Exhibit 10.9 to Form S-4 of Insignia
Properties Trust, filed May 28, 1998, is incorporated
herein by this reference)
10.11 -- Purchase and Sale Agreement and Joint Escrow
Instructions, made and entered into as of August 22,
1997, by and between AIMCO Properties, L.P. and each of
the parties identified on Exhibit "A" attached thereto
(collectively, the "Winthrop Sellers") (Exhibit 99.3 to
AIMCO's Current Report on Form 8-K, dated October 15,
1997, is incorporated herein by this reference)
10.12 -- Letter Agreement, dated October 15, 1997 by and between
AIMCO Properties, L.P. and the Winthrop Sellers (Exhibit
99.6 to AIMCO's Current Report on Form 8-K, dated October
15, 1997, is incorporated herein by this reference)
10.13 -- Summary of Arrangement for Sale of Stock to Executive
Officers (Exhibit 10.104 to AIMCO's Annual Report on Form
10-K for the fiscal year 1996, is incorporated herein by
this reference)
10.14 -- Apartment Investment and Management Company 1997 Stock
Award and Incentive Plan (Annex A to AIMCO's Proxy
Statement for the Annual Meeting of Stockholders to be
held on April 24, 1997, is incorporated herein by this
reference)
10.15 -- Amendment No. 1 to the Apartment Investment and
Management Company 1997 Stock Award and Incentive Plan
(Annex A to AIMCO's Proxy Statement for Annual Meeting of
Stockholders to be held on May 8, 1998, is incorporated
herein by this reference)
10.16 -- Apartment Investment and Management Company 1998
Incentive Compensation Plan (Annex B to AIMCO's Proxy
Statement for Annual Meeting of Stockholders to be held
on May 8, 1998, is incorporated herein by this reference)
10.17 -- Employment Contract, executed on July 29, 1994, by and
between AIMCO Properties, L.P. and Peter Kompaniez
(Exhibit 10.44A to AIMCO's Annual Report on Form 10-K for
the fiscal year 1994, is incorporated herein by this
reference)
10.18 -- Real Estate Acquisition Agreement, dated as of May 22,
1997, by and among Apartment Investment and Management
Company, AIMCO Properties, L.P., Demeter Holdings
Corporation, Phemus Corporation, Capricorn Investors,
L.P., J. Roderick Heller, III and NHP Partners LLC
(Exhibit 2.1 to AIMCO's Current Report on Form 8-K, dated
June 3, 1997, is incorporated herein by this reference)
10.19 -- Contribution Agreement, dated as of January 31, 1998, by
and between Apartment Investment and Management Company
and Terry Considine and Peter K. Kompaniez (Exhibit 2.1
to AIMCO's Current Report on Form 8-K, dated January 31,
1998, is incorporated herein by this reference)
10.20 -- Amended and Restated Assignment and Assumption Agreement,
dated as of December 7, 1998, by and among Insignia
Properties, L.P. and AIMCO Properties, L.P. (Exhibit 10.1
to the Current Report on Form 8-K of Insignia Properties
Trust, dated February 11, 1999, is incorporated herein by
this reference)
10.21 -- Form of Restricted Stock Agreement (1997 Stock Award and
Incentive Plan) (Exhibit 10.11 to AIMCO's Quarterly
Report on Form 10-Q for the quarterly period ending
September 30, 1997, is incorporated herein by this
reference)
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.22 -- Apartment Investment and Management Company Non-Qualified
Employee Stock Option Plan, adopted August 29, 1996
(Exhibit 10.8 to AIMCO's Quarterly Report on Form 10/Q-A
for the quarterly period ending September 30, 1996, is
incorporated herein by this reference)
10.23 -- Amended and Restated Apartment Investment and Management
Company Non-Qualified Employee Stock Option Plan (Annex B
to AIMCO's Proxy Statement for the Annual Meeting of
Stockholders to be held on April 24, 1997, is
incorporated herein by this reference)
10.24 -- Employment Contract executed on July 29, 1994 by and
between AIMCO Properties, LP and Terry Considine (Exhibit
10.44C to AIMCO's Annual Report on Form 10-K for the
fiscal year 1994, is incorporated herein by this
reference)
10.25 -- Employment Contract executed on July 29, 1994 by and
between AIMCO Properties, LP and Steven D. Ira (Exhibit
10.44D to AIMCO's Annual Report on Form 10-K for the
fiscal year 1994, is incorporated herein by this
reference)
10.26 -- The 1994 Stock Incentive Plan for Officers, Directors and
Key Employees of Ambassador Apartments, Inc., Ambassador
Apartments, L.P. and Subsidiaries (Exhibit 10.40 to
Ambassador Apartments, Inc. Annual Report on Form 10-K
for the fiscal year 1997, is incorporated herein by this
reference)
10.27 -- Amendment to the 1994 Stock Incentive Plan for Officers,
Directors and Key Employees of Ambassador Apartments,
Inc., Ambassador Apartments, L.P. and Subsidiaries
(Exhibit 10.41 to Ambassador Apartments, Inc. Annual
Report on Form 10-K for the fiscal year 1997, is
incorporated herein by this reference)
10.28 -- The 1996 Stock Incentive Plan for Officers, Directors and
Key Employees of Ambassador Apartments, Inc., Ambassador
Apartments, L.P. and Subsidiaries, as amended March 20,
1997 (Exhibit 10.42 to Ambassador Apartments, Inc. Annual
Report on Form 10-K for the fiscal year 1997, is
incorporated herein by this reference)
10.29 -- Insignia 1992 Stock Incentive Plan, as amended through
March 28, 1994 and November 13, 1995 (Exhibit 10.1 to
Insignia Financial Group, Inc. Annual Report on Form 10-K
for the fiscal year 1997, is incorporated herein by this
reference)
10.30 -- NHP Incorporated 1990 Stock Option Plan (Exhibit 10.9 to
NHP Incorporated Annual Report on Form 10-K for the
fiscal year 1995, is incorporated herein by this
reference)
10.31 -- NHP Incorporated 1995 Incentive Stock Option Plan
(Exhibit 10.10 to NHP Incorporated Annual Report on Form
10-K for the fiscal year 1995, is incorporated herein by
this reference)
10.32 -- Contribution and Management Agreement, dated as of June
15, 1998, by and between Apartment Investment and
Management Company and AIMCO Properties, L.P. (Exhibit
10.2 to Amendment No. 2 to Form 10 of AIMCO Properties,
L.P., filed October 28, 1998, is incorporate herein by
this reference)
10.33 -- Convertible Promissory Note from AIMCO Properties, L.P.
to AIMCO-LP Inc. in the amount of $149,500,000 (Exhibit
10.3 to Amendment No. 2 to Form 10 of AIMCO Properties,
L.P., filed October 28, 1998, is incorporated herein by
this reference)
12.1 Calculation of ratio of earnings to fixed charges.
(Previously filed)
12.2 Calculation of ratio of earnings to combined fixed charges
and preferred stock dividends. (Previously filed)
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
21.1 Subsidiaries of the Registrants (Exhibit 21.1 to AIMCO's
Annual Report on Form 10-K for the year ended December
31, 1997 is incorporated herein by reference).
23.1 Consent of Ernst & Young LLP, Dallas, Texas. (Previously
filed)
23.2 Consent of Ernst & Young LLP, Chicago, Illinois. (Previously
filed)
23.3 Consent of Ernst & Young LLP, Greenville, South Carolina.
(Previously filed)
23.4 Consent of Ernst & Young LLP, Indianapolis, Indiana.
(Previously filed)
23.5 Consent of Arthur Andersen LLP. (Previously filed)
23.6 Consent of Piper & Marbury L.L.P. (Included in opinion filed
as Exhibit 5.1).
23.7 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(Included in opinion filed as Exhibit 5.2).
23.8 Consents of KPMG Peat Marwick LLP with respect to financial
statements of the following entities:
23.8.1 -- Baywood Partners, Ltd. (Previously filed)
23.8.2 -- Burgundy Court Associates, L.P. (Previously filed)
23.8.3 -- Catawba Club Associates, L.P. (Previously filed)
23.8.4 -- Georgetown of Columbus Associates, L.P. (Previously
filed)
23.8.5 -- La Colina Partners, Ltd. (Previously filed)
23.8.6 -- Lake Eden Associates, L.P. (Previously filed)
23.8.7 -- Landmark Associates, Ltd. (Previously filed)
23.8.8 -- Northbrook Apartments, Ltd. (Previously filed)
23.8.9 -- Shaker Square, L.P. (Previously filed)
23.8.10 -- Thurber Manor Associates, Limited Partnership.
(Previously filed)
23.8.11 -- Quail Run Associates, L.P. (Previously filed)
23.8.12 -- Sycamore Creek Associates, L.P. (Previously filed)
23.9 Consent of Portock, Bye & Co. (Brampton Associates
Partnership). (Previously filed)
23.10 Consents of Ernst & Young LLP, Greenville, South Carolina
with respect to financial statements of the following
entities:
23.10.1 -- Rivercreek Apartments Limited Partnership. (Previously
filed)
23.10.2 -- Shearson/Calmark Heritage Park II Ltd. (Previously filed)
23.10.3 -- Yorktown Towers Associates. (Previously filed)
23.10.4 -- Shannon Manor Apartments, a Limited Partnership.
(Previously filed)
23.10.5 -- Woodmere Associates, L.P. (Previously filed)
23.10.6 -- Salem Arms of Augusta Limited Partnership. (Previously
filed)
23.10.7 -- Coastal Commons Limited Partnership. (Previously filed)
23.10.8 -- Snowden Village Associates, L.P. (Previously filed)
23.10.9 -- Sharon Woods, L.P. (Previously filed)
23.10.10 -- Rivercrest Apartments, Limited. (Previously filed)
23.10.11 -- Angeles Income Properties, Ltd. II. (Previously filed)
23.10.12 -- Angeles Income Properties, Ltd. III. (Previously filed)
23.10.13 -- Angeles Income Properties, Ltd. IV. (Previously filed)
23.10.14 -- Angeles Income Properties, Ltd. 6. (Previously filed)
23.10.15 -- Angeles Opportunity Properties, Ltd. (Previously filed)
23.10.16 -- Angeles Partners VII. (Previously filed)
23.10.17 -- Angeles Partners VIII. (Previously filed)
23.10.18 -- Angeles Partners IX. (Previously filed)
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
23.10.19 -- Angeles Partners X. (Previously filed)
23.10.20 -- Angeles Partners XI. (Previously filed)
23.10.21 -- Angeles Partners XII. (Previously filed)
23.10.22 -- Angeles Partners XIV. (Previously filed)
23.10.23 -- Consolidated Capital Institutional Properties/2.
(Previously filed)
23.10.24 -- Consolidated Capital Institutional Properties/3.
(Previously filed)
23.10.25 -- Consolidated Capital Properties III. (Previously filed)
23.10.26 -- Consolidated Capital Properties IV. (Previously filed)
23.10.27 -- Consolidated Capital Properties V. (Previously filed)
23.10.28 -- Consolidated Capital Properties VI. (Previously filed)
23.10.29 -- Davidson Diversified Real Estate I, L.P. (Previously
filed)
23.10.30 -- Davidson Diversified Real Estate II, L.P. (Previously
filed)
23.10.31 -- Davidson Diversified Real Estate III, L.P. (Previously
filed)
23.10.32 -- Davidson Growth Plus, L.P. (Previously filed)
23.10.33 -- Davidson Income Real Estate, L.P. (Previously filed)
23.10.34 -- Investors First-Staged Equity. (Previously filed)
23.10.35 -- Johnstown/Consolidated Income Partners. (Previously
filed)
23.10.36 -- Multi-Benefit Realty Fund '87-1. (Previously filed)
23.10.37 -- Shelter Properties III. (Previously filed)
23.10.38 -- Shelter Properties VI. (Previously filed)
23.10.39 -- Shelter Properties VII Limited Partnership. (Previously
filed)
23.10.40 -- U.S. Realty Partners Limited Partnership. (Previously
filed)
23.10.41 -- Shelter Properties IV (Previously filed)
23.11 Consents of Deloitte & Touche.
23.11.1 -- HCW Pension Real Estate Fund Limited Partnership.
(Previously filed)
23.11.2 -- United Investors Growth Properties. (Previously filed)
23.11.3 -- United Investors Growth Properties II. (Previously filed)
23.11.4 -- United Investors Income Properties. (Previously filed)
23.11.5 -- Cedar Tree Investors Limited Partnership. (Previously
filed)
23.11.6 -- Wingfield Investors Limited Partnership. (Previously
filed)
23.12 Consents (1997 and 1996) of Reznick Fedder & Silverman
(Burnsville Apartments, LP (Minneapolis Associates II
Limited Partnership), Chestnut Hill Associates Limited
Partnership, DFW Apartment Investors Limited Partnership,
DFW Residential Investors Limited Partnership, Olde Mill
Investors Limited Partnership and Winthrop Apartment
Investors Limited Partnership). (Previously filed)
23.12.1 -- Riverside Park Associates L.P. (Previously filed)
23.12.2 -- Springhill Lake Investors Limited Partnership.
(Previously filed)
23.12.3 -- Texas Residential Investors Limited Partnership.
(Previously filed)
23.12.4 -- Park Towne Place Associates Limited Partnership
(Previously filed)
23.13 Consent of Barry S. Fishman & Associates (Ravensworth
Associates Limited Partnership) (Previously filed)
23.14 Consents of Imowitz Koenig LLP with respect to financial
statements of the following entities:
23.14.1 -- Winthrop Apartment Investors Limited Partnership.
(Previously filed)
23.14.2 -- Winrock -- Houston Limited Partnership. (Previously
filed)
23.14.3 -- Century Properties Fund XVI. (Previously filed)
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
23.14.4 -- Century Properties Fund XVIII. (Previously filed)
23.14.5 -- Century Properties Fund XIX. (Previously filed)
23.14.6 -- Century Properties Growth Fund XXII. (Previously filed)
23.14.8 -- Fox Strategic Housing Income Partners. (Previously filed)
23.14.9 -- National Property Investors 8. (Previously filed)
23.14.10 -- Winthrop Growth Investors 1 Limited Partnership.
(Previously filed)
23.15.1 Consent of Pannell Kerr Forster PC (Drexel Burnham Lambert
Real Estate Associates II) (Previously filed).
23.16 Consent of Beers & Cutler PLLC (Realty Investment Apartment
Communities I) (Previously filed).
23.17 Consent of Ernst & Young, LLP, Denver, Colorado. (Previously
filed)
24.1 Power of Attorney for Apartment Investment and Management
Company. (Previously filed)
24.2 Power of Attorney for AIMCO Properties, L.P. (Previously
filed)
99.1 Physical Inspection Reports of Adjuster's International,
Inc. relating to Shelter Properties IV. (Incorporated by
reference from AIMCO Properties, L.P.'s Schedule 13E-3
filed on February 12, 1999)
99.2 Physical inspection report of Adjuster's International, Inc.
referred to in the Prospectus Supplement of Landmark
Associates, L.P. in the Section "Your Partnership -- Your
Partnership and its Property." (Previously filed)
99.3 Physical inspection report of Adjuster's International, Inc.
referred to in the Prospectus Supplement of Orchard Park
Apartments, Limited Partnership in the Section "Your
Partnership -- Your Partnership and its Property."
(Previously filed)
99.4 Physical inspection report of Adjuster's International, Inc.
referred to in the Prospectus Supplement of Park Towne
Associates Limited Partnership in the Section "Your
Partnership -- Your Partnership and its Property."
(Previously filed)
99.5 Physical inspection report of Adjuster's International, Inc.
referred to in the Prospectus Supplement of Salem Arms of
Augusta Limited Partnership in the Section "Your
Partnership -- Your Partnership and its Property."
(Previously filed)
99.6 Physical inspection report of Adjuster's International, Inc.
referred to in the Prospectus Supplement of Snowden
Village Associates, L.P. in the Section "Your
Partnership -- Your Partnership and its Property."
(Previously filed)
99.7 Physical inspection report of Adjuster's International, Inc.
referred to in the Prospectus Supplement of Sturbrook
Investors, Ltd. in the Section "Your Partnership -- Your
Partnership and its Property." (Previously filed)
99.8 Physical inspection report of Adjuster's International, Inc.
referred to in the Prospectus Supplement of Sycamore
Creek Associates, L.P. in the Section "Your
Partnership -- Your Partnership and its Property."
(Previously filed)
99.9 Summary of Appraisal for Timber Ridge Apartments (Sharon
Woods, L.P.) (Previously filed)
99.10 Summary of Appraisal for Landmark Woods Apartments (Landmark
Associates, Ltd.) (Previously filed)
99.11 Summary of Appraisal for Scotch Pines East Apartments
(CallMart Fort Collins Ltd.) (Previously filed)
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
99.12 Summary of Appraisal of Sycamore Creek Apartments, (Sycamore
Creek Associates, L.P.) (Previously filed)
99.13 Summary of Appraisal of Buccaneer Trace Apartments
(Buccaneer Trace Limited Partnership) (Previously filed)
99.14 Summaries of appraisals of Shelter Properties IV.
(Incorporated by reference to Exhibit (z)(I) to the Form
14D-1 for Shelter Properties IV filed by Cooper River
Properties, L.L.C. on July 21, 1998)
99.15 Form of Letter of Transmittal (Previously filed)
99.16 Agreement re disclosure of long-term debt instruments
(Previously filed)
</TABLE>
- ---------------
Schedules and supplemental materials to the exhibits have been omitted but will
be provided to the Securities and Exchange Commission upon request.
(b) Financial Statement Schedules
Not Applicable.
(c) Report, opinion or appraisal
(i)See Appendix A to each Prospectus Supplement for the opinions of Robert
A. Stanger & Company, Inc.
<PAGE> 1
EXHIBIT 5.1
[PIPER & MARBURY LETTERHEAD]
March 30, 1999
Apartment Investment and Management Company
1873 South Bellaire Street, Suite 1700
Denver, Colorado 80222
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as Maryland counsel to Apartment Investment and
Management Company, a Maryland corporation (the "Company"), in connection with
the registration under the Securities Act of 1933, as amended (the "Act"),
pursuant to a Registration Statement on Form S-4 of the Company (Registration
No. 333-60355) (this "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") on July 31, 1998, as amended on
September 14, 1998, October 7, 1998, October 28, 1998, November 23, 1998,
December 11, 1998, January 19, 1999, February 12, 1999, March 15, 1999, and
March 26, 1999, March 29, 1999 and March 30, 1999 including the prospectus
included therein at the time the Registration Statement is declared effective
(the "Prospectus'), for offering by the Company from time to time of up to
$800,000,000 aggregate market price at the time of issuance of its (i) shares
of Preferred Stock, par value $.01 per share, of the Company (the "Preferred
Stock") of which the Class I Cumulative Preferred Stock, par value $.01 per
share, of the Company will be the first class so designated (the "Class I
Preferred Stock") and (ii) shares of Class A Common Stock, par value $.01 per
share, of the Company (the "Class A Common Stock"). The Preferred Stock and the
Class A Common Stock are sometimes collectively referred to as the
"Securities." The Securities may be issued by the Company from time to time
directly or indirectly in exchange for Partnership Common Units or Partnership
Preferred Units of AIMCO Properties, L.P., a Delaware limited partnership and
subsidiary of the Company. This opinion is being provided at your request in
connection with the filing of the Registration Statement.
<PAGE> 2
Apartment Investment and Management Company
March 30, 1999
Page 2
In our capacity as special Maryland counsel, we have reviewed originals
or copies, certified or otherwise identified to our satisfaction, of the
following documents:
(a) Amendment No. 11 to the Registration Statement dated
March 30, 1999 (containing the preliminary Prospectus and the
preliminary Prospectus Supplement for Baywood Apartments, Ltd.)
(collectively, the "Preliminary Prospectus") relating to the issuance
of the Securities;
(b) The Charter, certified by the Department of Assessments
and Taxation of the State of Maryland (the "MSDAT"), and By-Laws, as
amended and restated and in effect on the date hereof, of the Company;
(c) The draft of the Articles Supplementary relating to the
Class I Preferred Stock substantially in the form to be filed with
MSDAT;
(d) The Third Amended and Restated Agreement of Limited
Partnership of AIMCO Properties, L.P., a Delaware limited partnership,
dated as of July 29, 1994 and amended and restated as of October 1,
1998, First Amendment to Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated November 6, 1998
Second Amendment to Third Amended and Restated Agreement of Limited
Partnership of AIMCO Properties, L.P., dated December 30, 1998, and
Third Amendment to Third Amended and Restated Agreement of Limited
Partnership of AIMCO Properties, L.P., dated February 18, 1999
(collectively, the "AIMCO L.P. Partnership Agreement");
(e) A draft of the Fourth Amendment to Third Amended and
Restated Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated March 25, 1999 and of the Fifth Amendment to Third Amended and
Restated Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated March 25, 1999;
(f) Certain resolutions of the Board of Directors of the
Company;
(g) A short-form good standing certificate for the Company,
dated a recent date, issued by the MSDAT;
<PAGE> 1
EXHIBIT 5.2
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
March 30, 1999
AIMCO Properties, L.P.
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
Re: Apartment Investment and Management Company
AIMCO Properties, L.P.
Registration Statement on Form S-4
Dear Ladies and Gentlemen:
We have acted as special counsel to AIMCO Properties, L.P., a
Delaware limited partnership (the "Partnership"), in connection with the
preparation of the Registration Statement (the "Registration Statement") on Form
S-4 (File No. 333-60355), filed by the Partnership and Apartment Investment and
Management Company, a Maryland corporation ("AIMCO"), with the Securities and
Exchange Commission (the "Commission").
The Registration Statement relates to the issuance and sale
from time to time, pursuant to Rule 415 of the General Rules and Regulations of
the Commission promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), of (i) up to $200,000,000 aggregate initial offering price of
Partnership Common Units (the "Common Units") of the Partnership, and (ii) up to
$200,000,000 aggregate initial offering price of Partnership Preferred Units
(the "Preferred Units" and, together with the Common Units, the "Securities") of
the Partnership. The Securities include Common Units and Class Two Partnership
Preferred Units of the Partnership to be issued in exchange offers (the
"Exchange Offers") described in Prospectus Supplements filed as a part of the
Registration Statement.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K promulgated under the
Securities Act.
<PAGE> 2
AIMCO Properties, L.P.
March 30, 1999
Page 2
In connection with this opinion, we have examined originals or
copies (including facsimile transmissions), certified or otherwise identified to
our satisfaction, of (i) the Registration Statement; (ii) the Agreement of
Limited Partnership of the Partnership (the "Partnership Agreement"); (iii) the
Partnership Unit Designation relating to the Class Two Partnership Preferred
Units; (iv) the Certificate of Incorporation of AIMCO-GP, Inc., a Delaware
corporation and the general partner of the Partnership (the "General Partner");
(v) the By-laws of the General Partner; and (vi) certain resolutions adopted by
the Board of Directors of the General Partner (the "Board Resolutions"),
relating to the issuance and sale, on a delayed or continuous basis, of the
Securities and related matters. We have also examined originals or copies
(including facsimile transmissions), certified or otherwise identified to our
satisfaction, of such records of the Partnership and the General Partner, and
such agreements, certificates or records of public officials, certificates of
officers or other representatives of the Partnership, the General Partner and
others, and such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinion set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed, photostatic or facsimile
copies and the authenticity of the originals of such copies. In making our
examination of documents executed or to be executed by parties other than the
Partnership or the General Partner, we have assumed that such parties had or
will have, as the case may be, the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity, enforceability and binding effect
thereof. As to any facts material to the opinions expressed herein which were
not independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Partnership, the General Partner and others.
In rendering the opinions set forth in opinion paragraphs 2
and 3 below, we have further assumed that the issuance of the Securities does
not and will not violate, conflict with or constitute a breach of or default
under (i) any agreement or instrument to which the Partnership, the General
Partner or any of their assets is subject (excluding the Partnership
Agreement), (ii) any law, rule, or regulation to which the Partnership, the
General Partner, or any of their assets is subject (other than Delaware
corporate or partnership law), (iii) any judicial or regulatory order or
decree
<PAGE> 3
AIMCO Properties, L.P.
March 30, 1999
Page 3
of any governmental authority, or (iv) any consent, approval, license,
authorization or validation of, or filing, recording or registration with any
governmental authority.
Members of our firm are admitted to the Bar in the State of
Delaware and we do not express any opinion as to the laws of any jurisdiction
other than the Delaware General Corporation Law, the Delaware Revised Uniform
Limited Partnership Act and the laws of the United States of America to the
extent referred to specifically herein. The Securities may be issued from time
to time on a delayed or continuous basis, and this opinion is limited to such
laws, including the rules and regulations, as in effect on the date hereof.
We further assume that the issuance, sale, amount, and terms
of the Securities (other than pursuant to the Exchange Offers) has been or will
be authorized and determined by proper action of the Board of Directors of the
General Partner, and in accordance with the Partnership Agreement and applicable
law.
Based upon and subject to the foregoing and to the other
qualifications and limitations set forth herein, we are of the opinion that:
(1) The Common Units and the Class Two Partnership Preferred
Units, when issued and sold pursuant to the Exchange Offers, will be
validly issued and will not subject the holders thereof to any
requirement to make further capital contributions to the Partnership.
(2) Upon payment of the consideration and satisfaction of the
terms and conditions established by the General Partner for the
issuance thereof, the Common Units (except Common Units issued and sold
pursuant to the Exchange Offers) will be validly issued.
(3) Upon the due authorization and establishment of any
additional class or series of Preferred Units by the General Partner
in accordance with the Partnership Agreement and applicable law, and
upon payment of the consideration and satisfaction of the terms and
conditions established by the General Partner for the issuance
thereof, Preferred Units of any such class or series (except the Class
Two Partnership Preferred Units) will be validly issued.
The foregoing opinion is rendered as of the date hereof. We
assume no obligation to update such opinion to reflect any facts of
circumstances which may hereafter come to our attention or changes in the law
which may hereafter occur.
<PAGE> 4
AIMCO Properties, L.P.
March 30, 1999
Page 4
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in any prospectus or
prospectus supplement which constitutes a part of the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission promulgated thereunder. This
opinion is expressed as of the date hereof and we disclaim any undertaking to
advise you of any subsequent changes in the facts stated or assumed herein or of
any subsequent changes in applicable law.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom LLP
