APARTMENT INVESTMENT & MANAGEMENT CO
POS AM, 1999-07-22
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1999


                                                      REGISTRATION NO. 333-60355
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ---------------------


                         POST-EFFECTIVE AMENDMENT NO. 2

                                       TO

                                    FORM S-4

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             ---------------------

                  APARTMENT INVESTMENT AND MANAGEMENT COMPANY
                             AIMCO PROPERTIES, L.P.
           (Exact name of co-registrant as specified in its charter)

<TABLE>
<S>                                            <C>
                   MARYLAND                                      84-1259577
                   DELAWARE                                      84-1275621
(State or other jurisdiction of incorporation     (I.R.S. Employer Identification Number)
               or 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      (Name, address, including zip code, and
                   number,                                   telephone number,
   including area code, of co-registrants'       including area code, of agent for service)
         principal executive offices)
</TABLE>

                             ---------------------

                                    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

                             ---------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2


     At the time it was declared effective, this Registration Statement included
91 prospectus supplements relating to exchange offers for units of limited
partnership interest in 90 different partnerships. The Registrants subsequently
determined not to proceed with the exchange offers for 56 of the partnerships
and, by Post-Effective Amendment No. 1, have previously withdrawn from the
Registration Statement the prospectus supplements for such partnerships.
Exchange offers for the remaining 34 of these partnerships have been commenced
and the prospectus supplements relating to such exchange offers have been filed
with the SEC in their final form pursuant to Rule 424(b) of the Securities Act
of 1933. These partnerships are set forth below:



Baywood Apartments, Ltd.


Buccaneer Trace Limited Partnership


Burgundy Court Associates, L.P.


Calmark/Fort Collins, Ltd.


Catawba Club Associates, L.P.


Cedar Tree Investors Limited Partnership


Chapel Hill, Limited


Coastal Commons Limited Partnership


Four Quarters Habitat Apartment Associates, Ltd.


Georgetown of Columbus Associates, L.P.


La Colina Partners, Ltd.


Lake Eden Associates, L.P.


Landmark Associates, Ltd.


Northbrook Apartments, Ltd.


Orchard Park Apartments Limited Partnership


Park Towne Place Associates Limited Partnership


Quail Run Associates, L.P.


Ravensworth Associates Limited Partnership


Rivercreek Apartments Limited Partnership


Rivercrest Apartments, Ltd.


Salem Arms of Augusta Limited Partnership


Shaker Square, L.P.


Shannon Manor Apartments, a Limited Partnership


Sharon Woods, L.P.


Snowden Village Associates, L.P.


Sturbrook Investors, Ltd.


Sycamore Creek Associates, L.P.


Texas Residential Investors Limited Partnership


Thurber Manor Associates, L.P.


Villa Nova, Limited Partnership


Walker Springs, Limited


Wingfield Investors Limited Partnership


Woodmere Associates, L.P.


Yorktown Towers Associates



     The Registrants have revised the terms of the offers with respect to 20 of
the above partnerships so that limited partners in the partnerships will only be
entitled to receive cash for their units. Accordingly, the Registrants hereby
withdraw from the Registration Statement the prospectus supplements for the
following partnerships:



Baywood Apartments, Ltd.


Burgundy Court Associates, L.P.


Calmark/Fort Collins, Ltd.


Catawba Club Associates, L.P.


Chapel Hill, Limited


Georgetown of Columbus Associates, L.P.


La Colina Partners, Ltd.


Lake Eden Associates, L.P.


Northbrook Apartments, Ltd.


Quail Run Associates, L.P.


Shaker Square, L.P.


Shannon Manor Apartments, a Limited Partnership


Sturbrook Investors, Ltd.


Texas Residential Investors Limited Partnership


Thurber Manor Associates, L.P.


Villa Nova, Limited Partnership


Walker Springs, Limited


Wingfield Investors Limited Partnership


Woodmere Associates, L.P.


Yorktown Towers Associates
<PAGE>   3

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Apartment
Investment and Management Company has duly caused this Post-Effective Amendment
No. 2 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 22nd day of July, 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
Post-Effective Amendment No. 2 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       July 22, 1999
- -----------------------------------------------------    Officer
                   Terry Considine

               /s/ PETER K. KOMPANIEZ                  Vice Chairman and President        July 22, 1999
- -----------------------------------------------------
                 Peter K. Kompaniez

                 /s/ TROY D. BUTTS*                    Senior Vice President and          July 22, 1999
- -----------------------------------------------------    Chief Financial Officer
                    Troy D. Butts

               /s/ RICHARD S. ELLWOOD*                 Director                           July 22, 1999
- -----------------------------------------------------
                 Richard S. Ellwood

                /s/ J. LANDIS MARTIN*                  Director                           July 22, 1999
- -----------------------------------------------------
                  J. Landis Martin

                /s/ THOMAS L. RHODES*                  Director                           July 22, 1999
- -----------------------------------------------------
                  Thomas L. Rhodes

                 /s/ JOHN D. SMITH*                    Director                           July 22, 1999
- -----------------------------------------------------
                    John D. Smith

             *By: /s/ PETER K. KOMPANIEZ
  ------------------------------------------------
       Peter K. Kompaniez, as Attorney-in-Fact
          for each of the persons indicated
</TABLE>

<PAGE>   4

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, AIMCO
Properties, L.P. has duly caused this Post-Effective Amendment No. 2 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 22nd day of July, 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
Post-Effective Amendment No. 2 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                 July 22, 1999
- -----------------------------------------------------    Executive Officer
                   Terry Considine

               /s/ PETER K. KOMPANIEZ                  Vice Chairman and President        July 22, 1999
- -----------------------------------------------------
                 Peter K. Kompaniez

                 /s/ TROY D. BUTTS*                    Senior Vice President and          July 22, 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>



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