APARTMENT INVESTMENT & MANAGEMENT CO
S-3, 1999-04-27
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1999
 
                                                    REGISTRATION NO. 333-
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
                                    FORM S-3
 
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
                  APARTMENT INVESTMENT AND MANAGEMENT COMPANY
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                                   <C>
                      MARYLAND                                             84-1259577
           (State or other jurisdiction of                              (I.R.S. Employer
           incorporation or organization)                            Identification Number)
</TABLE>
 
                             ---------------------
 
<TABLE>
<S>                                                   <C>
       1873 SOUTH BELLAIRE STREET, 17TH FLOOR                          PETER K. KOMPANIEZ
               DENVER, COLORADO 80222                              PRESIDENT AND VICE-CHAIRMAN
                   (303) 757-8101                                   OF THE BOARD OF DIRECTORS
 (Address, including zip code, and telephone number,       APARTMENT INVESTMENT AND MANAGEMENT COMPANY
   including area code, of registrant's principal            1873 SOUTH BELLAIRE STREET, 17TH FLOOR
                 executive offices)                                  DENVER, COLORADO 80222
                                                                         (303) 757-8101
                                                        (Name, address, including zip code, and telephone
                                                                             number,
                                                           including area code, of Agent for Service)
</TABLE>
 
                             ---------------------
 
                                    Copy to:
 
                           JONATHAN L. FRIEDMAN, ESQ.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                             300 SOUTH GRAND AVENUE
                         LOS ANGELES, CALIFORNIA 90071
                                 (213) 687-5000
                             ---------------------
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [X]
    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(c)
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.  [ ]
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]
                             ---------------------
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
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                                      AMOUNT TO BE          PROPOSED MAXIMUM           PROPOSED MAXIMUM            AMOUNT OF
 TITLE OF SHARES TO BE REGISTERED      REGISTERED      OFFERING PRICE PER UNIT(1) AGGREGATE OFFERING PRICE(1)  REGISTRATION FEE
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<S>                                <C>                 <C>                        <C>                         <C>
Class A Common Stock, par value
  $.01 per share..................       610,431               $39.6875                  $24,226,480               $6,734.96
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
    amended, based on the average of the high and low prices on April 19, 1999.
 
(2) Includes (a) 875,000 shares of Class A Common Stock issuable upon exercise
    or put of a warrant, plus such additional number of shares of Class A Common
    Stock as may be issued as a result of antidilution adjustment provisions,
    and (b) up to 5,000,000 shares of Class A Common Stock issuable in exchange
    for Class B Preferred Partnership Units of Ambassador Apartments, L.P.
 
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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 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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- --------------------------------------------------------------------------------
<PAGE>   2
 
PROSPECTUS
 
                  APARTMENT INVESTMENT AND MANAGEMENT COMPANY
                     1873 South Bellaire Street, 17th Floor
                             Denver, Colorado 80222
                                 (303) 757-8101
 
                     610,431 SHARES OF CLASS A COMMON STOCK
 
     The selling stockholders described in this prospectus may offer and sell
from time to time up to 610,431 shares of Class A Common Stock, of Apartment
Investment and Management Company. Apartment Investment and Management Company
will not receive any proceeds from the sale of such shares of Class A Common
Stock.
 
     The selling stockholders may sell the Class A Common Stock offered hereby
from time to time on the New York Stock Exchange or such other national
securities exchange or automated interdealer quotation system on which shares of
Class A Common Stock are then listed, through negotiated transactions or
otherwise at market prices prevailing at the time of the sale or at negotiated
prices.
 
     The Class A Common Stock is listed and traded on the New York Stock
Exchange under the symbol "AIV." On April 23, 1999, the average of the high and
low prices of the Class A Common Stock on the NYSE was $40 3/6 per share.
 
INVESTING IN THE CLASS A COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 2.
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
                                 April 26, 1999
<PAGE>   3
 
                               TABLE OF CONTENTS
 
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                                                              PAGE
                                                              ----
<S>                                                           <C>
 
The Company.................................................    1
 
Risk Factors................................................    2
 
Use of Proceeds.............................................    9
 
Selling Stockholders........................................    9
 
Plan of Distribution........................................   10
 
Certain Federal Income Tax Consequences.....................   12
 
Where You Can Find More Information.........................   21
 
Legal Matters...............................................   22
 
Experts.....................................................   22
</TABLE>
 
                                      (ii)
<PAGE>   4
 
                                  THE COMPANY
 
     Apartment Investment and Management Company ("AIMCO"), a Maryland
corporation formed on January 10, 1994, is a self-administered and self-managed
REIT engaged in the ownership, acquisition, development, expansion and
management of multi-family apartment properties. As of March 31, 1999, we owned
or managed 373,409 apartment units in 2,071 properties located in 49 states, the
District of Columbia and Puerto Rico. Based on apartment unit data compiled as
of January 1, 1999 by the National Multi Housing Council, we believe that we are
the largest owner and manager of multi-family apartment properties in the United
States. As of March 31, 1999, we:
 
        - owned or controlled 63,069 units in 240 apartment properties;
 
        - held an equity interest in 168,817 units in 891 apartment properties;
          and
 
        - managed 141,523 units in 940 apartment properties for third party
          owners and affiliates.
 
     We conduct substantially all of our operations through our operating
partnership, AIMCO Properties, L.P. Through a wholly owned subsidiary, we act as
the sole general partner of the AIMCO operating partnership. As of March 31,
1999, we owned approximately a 91% interest in the AIMCO operating partnership.
We manage apartment properties for third parties and affiliates through
unconsolidated subsidiaries that we refer to as the "management companies."
Generally, when we refer to "we," "us" or the "Company" in this prospectus, we
are referring to AIMCO, the AIMCO operating partnership, the management
companies and their respective subsidiaries.
 
     BankBoston, N.A. serves as transfer agent and registrar of our Class A
Common Stock.
 
                                        1
<PAGE>   5
 
                                  RISK FACTORS
 
     Before you invest in our securities, you should be aware that there are
various risks, including those described below. You should consider carefully
these risk factors together with all of the other information included in or
incorporated by reference into this prospectus before you decide to purchase our
securities.
 
     Some of the information in this prospectus may contain forward-looking
statements. Such statements can be identified by the use of forward-looking
words such as "may," "will," "expect," "anticipate," "estimate," "continue" or
other similar words. These statements discuss future expectations, contain
projections of results of operations or financial condition or state other
"forward-looking" information. When considering such forward-looking statements,
you should keep in mind the risk factors and other cautionary statements in or
incorporated by reference into this prospectus. The risk factors noted in this
section and other factors noted throughout this prospectus or incorporated
herein, including certain risks and uncertainties, could cause our actual
results to differ materially from those contained in any forward-looking
statement.
 
RISKS OF ACQUISITION AND DEVELOPMENT ACTIVITIES
 
     Generally. The selective acquisition, development and expansion of
apartment properties is one component of our growth strategy. However, we can
make no assurance as to our ability to complete transactions in the future.
Although we seek to acquire, develop and expand properties only when such
activities are accretive on a per share basis, such transactions may fail to
perform in accordance with our expectations. When we develop or expand
properties, we are subject to the risks that:
 
        - costs may exceed original estimates;
 
        - projected occupancy and rental rates at the property may not be
          realized;
 
        - financing may not be available on favorable terms;
 
        - construction and lease-up may not be completed on schedule;
 
        - we may experience difficulty or delays in obtaining necessary zoning,
          land-use, building, occupancy and other governmental permits and
          authorizations; and
 
        - our return on investment may be lower than expected.
 
     We May Have Difficulty Managing Our Rapid Growth. We have grown rapidly.
Since our initial public offering in July 1994, we have completed numerous
acquisition transactions, expanding our portfolio of owned or managed properties
from 132 apartment properties with 29,343 units to 2,071 apartment properties
with 373,409 units as of March 31, 1999. These acquisitions have included
purchases of properties and interests in entities that own or manage properties,
as well as corporate mergers. Our recent merger with Insignia Financial Group,
Inc. ("Insignia") is our largest acquisition so far. Our ability to successfully
integrate acquired businesses and properties depends on our ability to:
 
        - attract and retain qualified personnel;
 
        - integrate the personnel and operations of the acquired businesses;
 
        - maintain uniform standards, controls, procedures and policies; and
 
        - maintain adequate accounting and information systems.
 
     We can provide no assurance that we will be able to accomplish these goals
and successfully integrate any acquired businesses or properties. If we fail to
successfully integrate such businesses, our results of operations could be
adversely affected.
 
     Litigation Associated with Partnership Acquisitions. We have engaged in and
intend to continue to engage in, the selective acquisition of interests in
limited partnerships that own apartment properties. In some cases, we have
acquired the general partner of a partnership and then made an offer to acquire
the limited partners' interests in the partnership. In these transactions, we
are subject to litigation based on
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<PAGE>   6
 
claims that the general partner has breached its fiduciary duties to its limited
partners or that the transaction violates the relevant partnership agreement.
Although we intend to comply with our fiduciary obligations and relevant
partnership agreements, we may incur additional costs in connection with the
defense or settlement of such litigation. In some cases, such litigation may
adversely affect our desire to proceed with, or our ability to complete, a
particular transaction. Such litigation could also have a material adverse
effect on our results of operations.
 
RISKS ASSOCIATED WITH DEBT FINANCING
 
     Our strategy is generally to incur debt to increase the return on our
equity while maintaining acceptable interest coverage ratios. We seek to
maintain a ratio of free cash flow to combined interest expense and preferred
stock dividends of between 2:1 and 3:1. However, our board of directors could
change this strategy at any time and increase our leverage. Our organizational
documents do not limit the amount of debt that we may incur, and we have
significant amounts of debt outstanding. Payments of principal and interest may
leave us with insufficient cash resources to operate our properties or pay
distributions required to be paid in order to maintain our qualification as a
REIT. We are also subject to the risk that our cash flow from operations will be
insufficient to make required payments of principal and interest, and the risk
that existing indebtedness may not be refinanced or that the terms of any
refinancing will not be as favorable as the terms of existing indebtedness. If
we fail to make required payments of principal and interest on any debt, our
lenders could foreclose on the properties securing such debt with a consequent
loss of income and asset value to us. As of March 31, 1999, 93% of the
properties that we own or control were encumbered by debt. As of March 31, 1999,
we had $1,609 million of indebtedness outstanding on a consolidated basis, of
which $1,485 million was secured.
 
INCREASES IN INTEREST RATES MAY INCREASE OUR INTEREST EXPENSE
 
     As of March 31, 1999, approximately $210 million of our debt was subject to
variable interest rates. An increase in interest rates could increase our
interest expense and adversely affect our cash flow and our ability to service
our indebtedness and make distributions.
 
RISKS OF INTEREST RATE HEDGING ARRANGEMENTS
 
     From time to time, in anticipation of refinancing debt, we enter into
agreements to reduce the risks associated with increases in short term interest
rates. Although these agreements provide us with some protection against rising
interest rates, these agreements also reduce the benefits to us when interest
rates decline. These agreements involve the following risks:
 
        - interest rate movements during the term of the agreement may result in
          a loss to us;
 
        - we may be exposed to losses if the hedge is not indexed to the same
          rate as the debt anticipated to be incurred; and
 
        - we may incur a loss if the counterparty to the agreement fails to pay.
 
COVENANT RESTRICTIONS MAY LIMIT OUR ABILITY TO MAKE PAYMENTS TO OUR INVESTORS
 
     Some of our debt and other securities contain covenants that restrict our
ability to make distributions or other payments to our investors unless certain
financial tests or other criteria are satisfied. In some cases, our subsidiaries
are subject to similar provisions, which may restrict their ability to make
distributions to us. Our primary credit facility provides that we may make
distributions to our investors during any 12-month period in an aggregate amount
that does not exceed the greater of 80% of our funds from operations for such
period or such amount as may be necessary to maintain our REIT status. This
credit facility prohibits all distributions if certain financial ratios and
tests are not satisfied. Our outstanding classes of preferred stock prohibit the
payment of dividends on our common stock if we fail to pay the dividends to
which the holders of the preferred stock are entitled. If we are unable to pay
dividends, we
 
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<PAGE>   7
 
may fail to qualify as a REIT. This would subject us to corporate taxation and
reduce our ability to make distributions to you.
 
WE DEPEND ON DISTRIBUTIONS AND OTHER PAYMENTS FROM OUR SUBSIDIARIES
 
     All of our properties are owned, and all of our operations are conducted,
by the AIMCO operating partnership and our other subsidiaries. As a result, we
depend on distributions and other payments from the subsidiaries in order to
satisfy our financial obligations and make payments to our investors. The
ability of the subsidiaries to make such distributions and other payments is
dependent upon their earnings and may be subject to statutory or contractual
limitations. As an equity investor in the subsidiaries, our right to receive
assets upon their liquidation or reorganization will be effectively subordinated
to the claims of their creditors. To the extent that we are recognized as a
creditor of such subsidiaries, our claims would still be subordinate to any
security interest in or other lien on their assets and to any of their debt or
other obligations that are senior to us.
 
REAL ESTATE INVESTMENT RISKS
 
     Our ability to make payments to our investors depends on our ability to
generate funds from operations in excess of required debt payments and capital
expenditure requirements. Funds from operations and the value of our properties
may be adversely affected by events or conditions which are beyond our control.
Such events or conditions could include:
 
        - the general economic climate;
 
        - competition from other apartment communities and alternative housing;
 
        - local conditions, such as an increase in unemployment or an oversupply
          of apartments, that might adversely affect apartment occupancy or
          rental rates;
 
        - increases in operating costs (including real estate taxes) due to
          inflation and other factors, which may not necessarily be offset by
          increased rents;
 
        - changes in governmental regulations and the related costs of
          compliance;
 
        - changes in tax laws and housing laws, including the enactment of rent
          control laws or other laws regulating multifamily housing;
 
        - changes in interest rate levels and the availability of financing; and
 
        - the relative illiquidity of real estate investments.
 
POSSIBLE ENVIRONMENTAL LIABILITIES
 
     Various Federal, state and local laws subject property owners or operators
to liability for the costs of removal or remediation of certain hazardous
substances released on a property. Such laws often impose liability without
regard to whether the owner or operator knew of, or was responsible for, the
release of the hazardous substances. The presence of, or the failure to properly
remediate, hazardous substances may adversely affect occupancy at contaminated
apartment communities and our ability to sell or borrow against contaminated
properties. In addition to the costs associated with investigation and
remediation actions brought by governmental agencies, the presence of hazardous
wastes on a property could result in personal injury or similar claims by
private plaintiffs. Various laws also impose liability for the cost of removal
or remediation of hazardous or toxic substances at the disposal or treatment
facility. Anyone who arranges for the disposal or treatment of hazardous or
toxic substances is potentially liable under such laws. These laws often impose
liability whether or not the person arranging for the disposal ever owned or
operated the disposal facility.
 
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<PAGE>   8
 
LAWS BENEFITTING DISABLED PERSONS MAY RESULT IN UNANTICIPATED EXPENSES
 
     Under the Americans with Disabilities Act of 1990 (the "ADA"), all places
of public accommodation are required to meet certain Federal requirements
related to access and use by disabled persons. These requirements became
effective in 1992. A number of additional Federal, state and local laws may also
require modifications to our properties, or restrict certain further renovations
of the properties, with respect to access thereto by disabled persons. For
example, the Fair Housing Amendments Act of 1988 (the "FHAA") requires apartment
properties first occupied after March 13, 1990 to be accessible to the
handicapped. Noncompliance with the ADA or the FHAA could result in the
imposition of fines or an award of damages to private litigants and also could
result in an order to correct any non-complying feature, which could result in
substantial capital expenditures. Although we believe that our properties are
substantially in compliance with present requirements, we may incur
unanticipated expenses to comply with the ADA and the FHAA.
 
RISKS RELATING TO REGULATION OF AFFORDABLE HOUSING
 
     As of March 31, 1999, we owned or controlled 13 properties, held an equity
interest in 455 properties and managed for third parties and affiliates 542
properties that benefit from governmental programs intended to provide housing
to people with low or moderate incomes. These programs, which are usually
administered by the United States Department of Housing and Urban Development
("HUD") or state housing finance agencies, typically provide mortgage insurance,
favorable financing terms or rental assistance payments to the property owners.
As a condition to the receipt of assistance under these programs, the properties
must comply with various requirements, which typically limit rents to pre-
approved amounts. If permitted rents on a property are insufficient to cover
costs, a sale of the property may become necessary, which could result in a loss
of management fee revenue. We usually need to obtain the approval of HUD in
order to manage, or acquire a significant interest in, a HUD-assisted property.
We can make no assurance that we will always receive such approval.
 
THE LOSS OF PROPERTY MANAGEMENT CONTRACTS WOULD REDUCE OUR REVENUES
 
     We manage some properties owned by third parties. In 1998, we received
$13.3 million of revenue from the management of such properties. We may suffer a
loss of revenue if we lose our right to manage these properties or if the rental
revenues upon which our management fees are based decline. In general,
management contracts may be terminated or otherwise lost as a result of:
 
        - a disposition of the property by the owner in the ordinary course or
          as a result of financial distress of the property owner;
 
        - the property owner's determination that our management of the property
          is unsatisfactory;
 
        - willful misconduct, gross negligence or other conduct that constitutes
          grounds for termination; or
 
        - with respect to certain affordable properties, termination of such
          contracts by HUD or state housing finance agencies, generally at their
          discretion.
 
DEPENDENCE ON CERTAIN EXECUTIVE OFFICERS
 
     Although we have entered into employment agreements with our Chairman and
Chief Executive Officer, Terry Considine, our President, Peter K. Kompaniez and
our Executive Vice President, Steven D. Ira, the loss of any of their services
could have an adverse effect on our operations.
 
POSSIBLE CONFLICTS OF INTEREST; TRANSACTIONS WITH AFFILIATES
 
     We have been, and continue to be, involved in various transactions with a
number of our affiliates, including executive officers, directors and entities
in which they own interests. For example, in order to satisfy certain REIT
requirements, Messrs. Considine and Kompaniez directly or indirectly control the
 
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<PAGE>   9
 
management companies, which manage properties for third parties and affiliates.
Although we own a 95% non-voting interest in these management companies, we have
no control over them or their operations. As a result, the management companies
could implement business decisions or policies that are not in our best
interests. We have adopted certain policies designed to minimize or eliminate
the conflicts of interest inherent in these transactions, including a
requirement that a majority of our disinterested directors approve certain
transactions with affiliates. However, there can be no assurance that these
policies will be successful in eliminating the influence of such conflicts.
Furthermore, such policies are subject to change without the approval of our
stockholders.
 
TAX RISKS
 
     Adverse Consequences of Failure to Qualify as a REIT. Although we believe
that we operate in a manner that enables us to meet the requirements for
qualification as a REIT for Federal income tax purposes, we do not plan to
request a ruling from the IRS that we qualify as a REIT. We have, however,
received an opinion from the law firm of Skadden, Arps, Slate, Meagher & Flom
LLP to the effect that, beginning with our initial taxable year ended December
31, 1994, we were organized in conformity with the requirements for
qualification as a REIT under the Internal Revenue Code and that our actual
method of operation has enabled, and our proposed method of operation will
enable, us to meet the requirements for qualification and taxation as a REIT.
The opinion is expressed as of its date and Skadden, Arps, Slate, Meagher & Flom
LLP has no obligation to advise us of any change in applicable law or of any
change in matters stated, represented or assumed after the date of such opinion.
 
     You should be aware that opinions of counsel are not binding on the IRS or
any court. Our opinion of counsel is based upon certain representations and
covenants made by us regarding our properties and the past, present and future
conduct of our business operations. Furthermore, our opinion of counsel is
conditioned on, and our qualification and taxation as a REIT depend on, our
ability to meet, through actual annual operating results, the various REIT
qualification tests, the results of which are not reviewed by Skadden, Arps,
Slate, Meagher & Flom LLP. Accordingly, no assurance can be given that the
actual results of our operations for any taxable year satisfy such requirements.
Such requirements are discussed in more detail under the heading "Certain
Federal Income Tax Consequences."
 
     If we fail to qualify as a REIT, we would not be allowed a deduction for
dividends paid to our stockholders in computing our taxable income and we would
be subject to Federal income tax at regular corporate rates. We also could be
subject to the Federal alternative minimum tax. Unless we are entitled to relief
under the tax law, we could not elect to be taxed as a REIT for four years
following the year during which we were disqualified. Therefore, if we lose our
REIT status, the funds available for payment to our investors would be reduced
substantially for each of the years involved. See "Certain Federal Income Tax
Consequences." As a result of the additional tax liability, we might need to
borrow funds or liquidate certain investments on terms that may be
disadvantageous to us in order to pay the applicable tax, and we would not be
compelled to make distributions under the Internal Revenue Code. Also, if we
fail to qualify as a REIT, (i) we would be obligated to repurchase 750,000
shares of our preferred stock at a price of $105 per share, plus accrued and
unpaid dividends to the date of repurchase, and (ii) we would be in default
under our primary credit facilities and certain other loan agreements.
 
     If we acquire a corporation that is not a REIT, we will qualify as a REIT
only if we distribute all of the acquired corporation's "earnings and profits"
by the end of the year. AIMCO has retained, and may in the future retain,
independent certified public accountants to review the determination of certain
acquired corporations' earnings and profits for purposes of this requirement.
The determination of earnings and profits, however, is difficult and requires
the resolution of technical tax issues. In addition, the IRS can consider all
taxable years of the acquired corporation as open for review for purposes of
determining the amount of its earnings and profits. Our failure to distribute an
amount equal to the acquired corporation's earnings and profits on or before the
end of the year in which the acquisition occurs would result in our failure to
qualify as a REIT.
 
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<PAGE>   10
 
     Effect of Distribution Requirements. As a REIT, we are subject to annual
distribution requirements, which limit the amount of cash we have available for
other business purposes, including amounts to fund our growth.
 
     Possible Legislative or Other Actions Affecting REITs. The rules dealing
with Federal income taxation are constantly under review by persons involved in
the legislative process and by the IRS and the U.S. Treasury Department. Changes
to the tax law (which changes may have retroactive application) could adversely
affect our investors. We cannot predict how changes in the tax law might affect
us or our investors.
 
     Other Tax Liabilities. Even if we qualify as a REIT, we and our
subsidiaries may be subject to certain Federal, state and local taxes on our
income and property. Any such taxes would reduce our operating cash flow.
 
POSSIBLE ADVERSE CONSEQUENCES OF LIMITS ON OWNERSHIP OF SHARES
 
     Our charter limits ownership of our common stock by any single shareholder
to 8.7% of the outstanding shares (or 15% in the case of certain pension trusts,
registered investment companies and Mr. Considine). The charter also prohibits
anyone from buying shares if the purchase would result in us losing our REIT
status. This could happen if a share transaction results in fewer than 100
persons owning all of our shares or results in five or fewer persons, applying
certain attribution rules of the Internal Revenue Code, owning 50% or more of
the value of all of our shares. If you or anyone else acquires shares in excess
of the ownership limit or in violation of the ownership requirements of the
Internal Revenue Code for REITs:
 
        - the transfer will be considered null and void;
 
        - we will not reflect the transaction on our books;
 
        - we may institute legal action to enjoin the transaction;
 
        - we may demand repayment of any dividends received by the affected
          person on those shares;
 
        - we may redeem the shares;
 
        - the affected person will not have any voting rights for those shares;
          and
 
        - the shares (and all voting and dividend rights of the shares) will be
          held in trust for the benefit of one or more charitable organizations
          designated by us.
 
     We may purchase the shares held in trust at a price equal to the lesser of
the price paid by the transferee of the shares or the then current market price.
If the trust transfers any of the shares, the affected person will receive the
lesser of the price he paid for the shares or the then current market price. An
individual who acquires shares that violate the above rules bears the risk that:
 
        - he may lose control over the power to dispose of such shares;
 
        - he may not recognize profit from the sale of such shares if the market
          price of the shares increases;
 
        - he may be required to recognize a loss from the sale of such shares if
          the market price decreases; and
 
        - he may be required to repay AIMCO any distributions received from
          AIMCO as a result of his ownership of such shares.
 
OUR CHARTER AND MARYLAND LAW MAY LIMIT THE ABILITY OF A THIRD PARTY TO ACQUIRE
CONTROL OF THE COMPANY
 
     Ownership Limit. The 8.7% ownership limit discussed above may have the
effect of precluding acquisition of control of us by a third party without the
consent of our board of directors.
 
     Preferred Stock. Our charter authorizes our board of directors to issue up
to 510,587,500 shares of capital stock. As of March 31, 1999, 468,277,500 shares
were classified as Class A Common Stock, 100,000 shares were classified as Class
B Common Stock and 42,372,500 were classified as preferred stock.
 
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<PAGE>   11
 
Under the charter, our board of directors has the authority to classify and
reclassify any of our unissued shares of capital stock into shares of preferred
stock with such preferences, rights, powers and restrictions as our board of
directors may determine. The authorization and issuance of preferred stock could
have the effect of delaying or preventing someone from taking control of us,
even if a change in control were in our stockholders' best interests.
 
     Maryland Business Statutes. As a Maryland corporation, we are subject to
various Maryland laws which may have the effect of discouraging offers to
acquire us and of increasing the difficulty of consummating any such offers,
even if our acquisition would be in our stockholders' best interests. The
Maryland General Corporation Law restricts mergers and other business
combination transactions between us and any person who acquires beneficial
ownership of shares of our stock representing 10% or more of the voting power
without our board of directors' prior approval. Any such business combination
transaction could not be completed until five years after the person acquired
such voting power, and generally only with the approval of stockholders
representing 80% of all votes entitled to be cast and 66% of the votes entitled
to be cast, excluding the interested stockholder, or upon payment of a fair
price. Maryland law also provides that a person who acquires shares of our stock
that represent 20% or more of the voting power in electing directors will have
no voting rights unless approved by a vote of two-thirds of the shares eligible
to vote.
 
RISKS ASSOCIATED WITH THE YEAR 2000 ISSUE
 
     The Year 2000 Issue is the result of computer programs being written using
two digits rather than four digits to define the applicable year. Any of our
computer programs or hardware that have date-sensitive software or embedded
chips may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities. We have determined that we will be required to modify or replace
significant portions of our software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. We believe that with
modifications or replacements of existing software and certain hardware, the
Year 2000 Issue can be mitigated. However, if such modifications and
replacements are not made, or are not completed timely, the Year 2000 Issue
could have a material impact on our operations.
 
     Our plan to resolve the Year 2000 Issue involves the following four phases:
assessment, remediation, testing, and implementation. To date, we have fully
completed our assessment of all information systems that could be significantly
affected by the Year 2000, and have begun the remediation, testing and
implementation phases on both hardware and software systems. We are continuing
our assessments with respect to embedded systems. The total cost of our Year
2000 project is estimated at $3.4 million and is being funded through operating
cash flows. As of March 31, 1999, we have spent approximately $2.8 million ($0.6
million expensed and $2.2 million capitalized for new systems and equipment)
related to all phases of the Year 2000 project. Of the total remaining project
costs, approximately $0.4 million is attributable to the purchase of new
software and operating equipment, which will be capitalized. The remaining $0.2
million relates to repair of hardware and software and will be expensed as
incurred.
 
     We have not yet completed all necessary phases of the Year 2000 program. If
we do not complete any additional phases, certain worst case scenarios could
occur. The worst case scenarios include elevators, security and
heating-ventilation-air conditioning systems that read incorrect dates and
operate with incorrect schedules (e.g., elevators will operate on Monday as if
it were Sunday). Although such a change would be annoying to residents, it is
not business critical. In addition, disruptions in the economy generally
resulting from the Year 2000 Issue could also materially adversely affect us. We
could be subject to litigation for computer systems failure, for example,
equipment shutdown or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
 
                                        8
<PAGE>   12
 
                                USE OF PROCEEDS
 
     The selling stockholders will receive all of the net proceeds from the sale
of shares of Class A Common Stock offered hereby. We will not receive any
proceeds from the sale of such shares.
 
                              SELLING STOCKHOLDERS
 
     This prospectus relates to periodic offers and sales of up to 610,431
shares of Class A Common Stock by the selling stockholders described below and
their respective pledgees, donees and other successors in interest
(collectively, "the selling stockholders"). The shares of Class A Common Stock
that may be offered and sold by the selling stockholders include shares that may
be issued in exchange for partnership common units of the AIMCO operating
partnership.
 
     The following table sets forth certain information with respect to the
selling stockholders and their beneficial ownership of shares of Class A Common
Stock as of the date hereof. Except as indicated below, none of the selling
stockholders holds any position, office or has had any other material
relationship with us, or any of our predecessors or affiliates, during the past
three years. All of the shares owned by the selling stockholders may be offered
hereby. Because the selling stockholders may sell some or all of the shares
offered hereby, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of such shares, no estimate can
be given as to the number of shares that will be held by the selling
stockholders upon termination of any offering made hereby. If all of the shares
offered hereby are sold, the selling stockholders will not own any shares after
the offering.
 
<TABLE>
<CAPTION>
                                                              SHARES OWNED PRIOR
                    SELLING STOCKHOLDER                         TO OFFERING(1)
                    -------------------                       ------------------
<S>                                                           <C>
Persons or entities who acquired partnership common units of
  the AIMCO operating partnership during 1996(2)............        10,855(3)
Persons or entities who acquired partnership common units of
  the AIMCO operating partnership during 1997(2)............       182,846(3)
Persons or entities who acquired partnership common units of
  the AIMCO operating partnership during 1998(2)............       416,730(3)
</TABLE>
 
- ---------------
 
(1) Unless otherwise indicated, the number of shares shown reflects the number
    of shares of Class A Common Stock (subject to adjustment pursuant to
    anti-dilution adjustment provisions) that may be issued to the selling
    stockholder from time to time by us in exchange for partnership common units
    of the AIMCO operating partnership tendered for redemption by such selling
    stockholder pursuant to the agreement of limited partnership of the AIMCO
    operating partnership.
 
(2) Excludes persons and entities previously included as selling stockholders in
    other registration statements.
 
(3) Represents less than 1% of the shares of Class A Common Stock outstanding.
 
                                        9
<PAGE>   13
 
                              PLAN OF DISTRIBUTION
 
     This prospectus relates to the offer and sale from time to time by the
selling stockholders of up to 610,431 shares of Class A Common Stock. The
selling stockholders may sell the shares from time to time in one or more
transactions, which may include underwritten offerings, sales in open market or
block transactions on the New York Stock Exchange, or such other national
securities exchange or automated interdealer quotation system on which shares of
Class A Common Stock are then listed or quoted, sales in the over-the-counter
market, privately negotiated transactions, put or call options transactions
relating to the shares, short sales of shares, hedging transactions,
distributions to beneficiaries, partners, members, or shareholders of the
selling stockholders or a combination of such methods of sale, at prices related
to prevailing market prices at the time of the sale or at negotiated prices.
Such transactions may or may not involve brokers or dealers. The selling
stockholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their securities, nor is there an underwriter or coordinating broker
acting in connection with the proposed sale of shares by the selling
stockholders. In addition, any of the shares covered by this prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act of 1933, (the
"Securities Act"), may be sold under Rule 144 rather than pursuant to this
prospectus.
 
     The selling stockholders may effect such transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the selling stockholders or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). In effecting sales,
such broker-dealers may arrange for other broker-dealers to participate.
 
     The selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with these
transactions, broker-dealers or other financial institutions may engage in short
sales of our shares in the course of hedging the positions they assume with the
selling stockholders. The selling stockholders may also enter into options or
other transactions with broker-dealers or other financial institutions of
securities offered hereby, which securities the broker-dealers or other
financial institutions may resell pursuant to this prospectus (as supplemented
or amended to reflect the transaction.)
 
     If shares are sold in an underwritten offering, the shares will be acquired
by the underwriters for their own accounts and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or prices at the time of the sale or at negotiated prices.
Any initial public offering price and any discounts or commissions allowed or
reallowed or paid to dealers may be changed from time to time. Underwriters may
sell shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters or the purchasers of shares for whom such broker-dealers may act as
agents or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).
 
     The selling stockholders and any underwriter or broker-dealer who acts in
connection with the sale of shares hereunder may be deemed to be "underwriters,"
within the meaning of Section 2(11) of the Securities Act, and any compensation
received by them and any profit on any resale of shares sold by them while
acting as principals may be deemed to be underwriting discounts or commissions
under the Securities Act.
 
     Because selling stockholders may be deemed to be "underwriters," within the
meaning of Section 2(11) of the Securities Act, the selling stockholders will be
subject to the prospectus delivery requirements of the Securities Act, which may
include delivery through the facilities of the New York Stock Exchange pursuant
to Rule 153 under the Securities Act. We have informed the selling stockholders
that the anti-manipulation provisions of Regulation M promulgated under the
Securities Exchange Act of 1934 may apply to their sales in the market.
 
                                       10
<PAGE>   14
 
     In order to comply with the securities laws of certain jurisdictions, the
securities offered hereby will be offered or sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
jurisdictions the securities offered hereby may not be offered or sold unless
they have been registered or qualified for sale in such jurisdictions or an
exemption from registration or qualification is available and is complied with.
 
     We have agreed to pay all expenses in connection with the registration of
the shares being offered hereby. Selling stockholders are responsible for paying
broker's commissions, underwriting discounts and any other selling expenses, as
well as fees and expenses of selling stockholders' counsel.
 
     We have agreed to indemnify certain of the selling stockholders, and their
respective officers and directors and any person who controls such selling
stockholders, against certain liabilities and expenses arising out of or based
upon the information set forth or incorporated by reference in this prospectus,
and the registration statement of which this prospectus is a part, including
liabilities under the Securities Act. We or the selling stockholders may agree
to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act.
 
     Upon our being notified by a selling stockholder that any material
arrangement has been entered into with an underwriter or a broker-dealer for the
sale of shares through a special offering, block trade, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such selling stockholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction. In addition, upon our being notified by a selling
stockholder that a donee or pledgee intends to sell more than 500 shares, a
supplement to this prospectus will be filed.
 
                                       11
<PAGE>   15
 
                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES
 
     The following is a summary of certain Federal income tax consequences
regarding an investment in Class A Common Stock (the "AIMCO Stock"). This
discussion is based upon the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code"), the regulations promulgated by the U.S. Treasury
Department thereunder (the "Treasury Regulations"), rulings issued by the IRS,
and judicial decisions, all in effect as of the date of this prospectus and all
of which are subject to differing interpretation or change, possibly
retroactively. This discussion is for general information only, and does not
purport to discuss all aspects of Federal income taxation which may be important
to a particular investor in light of its investment or tax circumstances, or to
certain types of investors subject to special tax rules (including investment
companies, financial institutions, broker-dealers, insurance companies and,
except to the extent discussed below, tax-exempt organizations and foreign
investors as determined for Federal income tax purposes). This summary assumes
that investors will hold their AIMCO Stock as "capital assets" (generally,
property held for investment). No advance ruling has been or will be sought from
the IRS regarding any matter discussed herein.
 
     THE FEDERAL INCOME TAX TREATMENT OF HOLDERS OF AIMCO STOCK DEPENDS IN SOME
INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF
FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE
AVAILABLE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS TAX ADVISOR REGARDING
THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF ACQUIRING, HOLDING,
EXCHANGING, OR OTHERWISE DISPOSING OF AIMCO STOCK AND OF AIMCO'S ELECTION TO BE
SUBJECT TO TAX, FOR FEDERAL INCOME TAX PURPOSES, AS A REAL ESTATE INVESTMENT
TRUST.
 
TAXATION OF AIMCO
 
     General. The REIT provisions of the Internal Revenue Code are highly
technical and complex. The following summary sets forth certain aspects of the
provisions of the Internal Revenue Code that govern the Federal income tax
treatment of a REIT and its stockholders. This summary is qualified in its
entirety by the applicable Internal Revenue Code provisions, Treasury
Regulations, and administrative and judicial interpretations thereof, all of
which are subject to differing interpretation or change, possibly retroactively.
 
     AIMCO has elected to be taxed as a REIT under the Internal Revenue Code
commencing with its taxable year ending December 31, 1994, and AIMCO intends to
continue such election. AIMCO believes that, and it has received an opinion from
Skadden, Arps, Slate, Meagher & Flom LLP ("Counsel") to the effect that, it was
organized in conformity with the requirements for qualification as a REIT, and
that its actual method of operation has enabled, and its proposed method of
operation will enable, it to meet the requirements for qualification and
taxation as a REIT under the Internal Revenue Code. It must be emphasized that
this opinion is based and conditioned upon certain assumptions and
representations and covenants made by AIMCO as to factual matters (including
representations and covenants concerning AIMCO's properties and the past,
present and future conduct of its business operations). The opinion is expressed
as of its date and Counsel has no obligation to advise AIMCO of any subsequent
change in the matters stated, represented or assumed or any subsequent change in
the applicable law. Moreover, the opinion of Counsel is conditioned on, and
AIMCO's qualification and taxation as a REIT depend upon, AIMCO's ability to
meet, through actual annual operating results, distribution levels and diversity
of stock ownership, the various qualification tests imposed under the Internal
Revenue Code as discussed below, the results of which are not reviewed by
Counsel. No assurance can be given that the actual results of AIMCO's operations
for any one taxable year satisfy such requirements. See "-- Failure to Qualify."
An opinion of counsel is not binding on the IRS, and no assurance can be given
that the IRS will not challenge AIMCO's eligibility for taxation as a REIT.
 
     Provided AIMCO qualifies for taxation as a REIT, it will generally not be
subject to Federal corporate income tax on its net income that is currently
distributed to its stockholders. This treatment substantially eliminates the
"double taxation" (at the corporate and stockholder levels) that generally
results from investment in a corporation. However, notwithstanding AIMCO's
qualification as a REIT,
                                       12
<PAGE>   16
 
AIMCO will be subject to Federal income tax as follows: First, AIMCO will be
taxed at regular corporate rates on any undistributed REIT taxable income,
including undistributed net capital gains. Second, under certain circumstances,
AIMCO may be subject to the "alternative minimum tax" on its items of tax
preference. Third, if AIMCO has net income from prohibited transactions (which
are, in general, certain sales or other dispositions of property held primarily
for sale to customers in the ordinary course of business other than foreclosure
property), such income will be subject to a 100% tax. Fourth, if AIMCO should
fail to satisfy the 75% gross income test or the 95% gross income test (as
discussed below), but has nonetheless maintained its qualification as a REIT
because certain other requirements have been met, it will be subject to a 100%
tax on an amount equal to (a) the gross income attributable to the greater of
the amount by which AIMCO fails the 75% or 95% test multiplied by (b) a fraction
intended to reflect AIMCO's profitability. Fifth, if AIMCO should fail to
distribute during each calendar year at least the sum of (i) 85% of its REIT
ordinary income for such year, (ii) 95% of its REIT capital gain net income for
such year (other than certain long-term capital gains that AIMCO elects to
retain and pay the tax thereon), and (iii) any undistributed taxable income from
prior periods, AIMCO would be subjected to a 4% excise tax on the excess of such
required distribution over the amounts actually distributed. Sixth, if AIMCO
acquires assets from a corporation that is not a REIT (a "C corporation") in a
transaction in which the adjusted tax basis of the assets in the hands of AIMCO
is determined by reference to the adjusted tax basis of such assets in the hands
of the C corporation, under Treasury Regulations not yet promulgated, the C
corporation would be required to recognize any net Built-In Gain (as defined
below) that would have been realized if the C corporation had liquidated on the
day before the date of the transfer. Pursuant to IRS Notice 88-19, AIMCO may
elect, in lieu of the treatment described above, to be subject to tax at the
highest regular corporate tax rate on any gain it recognizes on the disposition
of any such asset during the ten-year period beginning on the day on which AIMCO
acquires such asset to the extent of the excess, if any, of the fair market
value over the adjusted basis of such asset as of its acquisition date
("Built-in Gain"). AIMCO intends to make such an election and, therefore, will
be taxed at the highest regular corporate rate on such Built-in Gain if, and to
the extent, such assets are sold within the specified ten-year period. It should
be noted that AIMCO has acquired (and may acquire in the future) a significant
amount of assets with Built-in Gain and a taxable disposition by AIMCO of any of
these assets within ten years of their acquisitions would subject AIMCO to tax
under the foregoing rule. Seventh, AIMCO could be subject to foreign taxes on
its investments and activities in foreign jurisdictions. In addition, AIMCO
could also be subject to tax in certain situations and on certain transactions
not presently contemplated.
 
     Requirements for Qualification. The Internal Revenue Code defines a REIT as
a corporation, trust or association (1) that is managed by one or more trustees
or directors; (2) the beneficial ownership of which is evidenced by transferable
shares, or by transferable certificates of beneficial interest; (3) which would
be taxable as a domestic corporation, but for the special Internal Revenue Code
provisions applicable to REITs; (4) that is neither a financial institution nor
an insurance company subject to certain provisions of the Internal Revenue Code;
(5) the beneficial ownership of which is held by 100 or more persons; (6) in
which, during the last half of each taxable year, not more than 50% in value of
the outstanding stock is owned, directly or indirectly, by five or fewer
individuals (as defined in the Internal Revenue Code to include certain
entities); and (7) which meets certain other tests described below (including
with respect to the nature of its income and assets). The Internal Revenue Code
provides that conditions (1) through (4) must be met during the entire taxable
year, and that condition (5) must be met during at least 335 days of a taxable
year of 12 months, or during a proportionate part of a taxable year of less than
12 months. AIMCO's charter provides certain restrictions regarding transfers of
its shares, which provisions are intended to assist AIMCO in satisfying the
share ownership requirements described in conditions (5) and (6) above.
 
     To monitor AIMCO's compliance with the share ownership requirements, AIMCO
is required to maintain records regarding the actual ownership of its shares. To
do so, AIMCO must demand written statements each year from the record holders of
certain percentages of its stock in which the record holders are to disclose the
actual owners of the shares (i.e., the persons required to include in gross
income the dividends paid by AIMCO). A list of those persons failing or refusing
to comply with this
                                       13
<PAGE>   17
 
demand must be maintained as part of AIMCO's records. A stockholder who fails or
refuses to comply with the demand must submit a statement with its tax return
disclosing the actual ownership of the shares and certain other information.
 
     In addition, a corporation may not elect to become a REIT unless its
taxable year is the calendar year. AIMCO satisfies this requirement.
 
     Ownership of Partnership Interests. In the case of a REIT that is a partner
in a partnership, Treasury Regulations provide that the REIT is deemed to own
its proportionate share of the partnership's assets and to earn its
proportionate share of the partnership's income. In addition, the assets and
gross income of the partnership retain the same character in the hands of the
REIT for purposes of the gross income and asset tests applicable to REITs as
described below. Thus, AIMCO's proportionate share of the assets, liabilities
and items of income of the partnerships and limited liability companies in which
it has ownership interests (the "Subsidiary Partnerships") generally will be
treated as assets, liabilities and items of income of AIMCO for purposes of
applying the REIT requirements described herein. A summary of certain rules
governing the Federal income taxation of partnerships and their partners is
provided below in "Tax Aspects of AIMCO's Investments in Partnerships."
 
     Income Tests. In order to maintain qualification as a REIT, AIMCO annually
must satisfy two gross income requirements. First, at least 75% of AIMCO's gross
income (excluding gross income from "prohibited transactions," i.e., certain
sales of property held primarily for sale to customers in the ordinary course of
business) for each taxable year must be derived directly or indirectly from
investments relating to real property or mortgages on real property (including
"rents from real property" and, in certain circumstances, interest) or from
certain types of temporary investments. Second, at least 95% of AIMCO's gross
income (excluding gross income from prohibited transactions) for each taxable
year must be derived from such real property investments, and from dividends,
interest and gain from the sale or disposition of stock or securities (or from
any combination of the foregoing).
 
     Rents received by AIMCO through the Subsidiary Partnerships will qualify as
"rents from real property" in satisfying the gross income requirements described
above, only if several conditions are met, including the following. If rent
attributable to personal property leased in connection with a lease of real
property is greater than 15% of the total rent received under the lease, then
the portion of rent attributable to such personal property will not qualify as
"rents from real property." Moreover, for rents received to qualify as "rents
from real property," the REIT generally must not operate or manage the property
or furnish or render services to the tenants of such property, other than
through an "independent contractor" from which the REIT derives no revenue.
However, AIMCO (or its affiliates) is permitted to directly perform services
that are "usually or customarily rendered" in connection with the rental of
space for occupancy only and are not otherwise considered rendered to the
occupant of the property. In addition, AIMCO (or its affiliates) may provide
noncustomary services to tenants of its properties without disqualifying all of
the rent from the property if the payment for such services does not exceed 1%
of the total gross income from the property. For purposes of this test, the
income received from such non-customary services is deemed to be at least 150%
of the direct cost of providing the services.
 
     AIMCO's management companies receive management fees and other income. A
portion of such fees and other income accrue to AIMCO through distributions from
AIMCO's management companies that are classified as dividend income to the
extent of the earnings and profits of AIMCO's management companies. Such
distributions will generally qualify under the 95% gross income test but not
under the 75% gross income test.
 
     If AIMCO fails to satisfy one or both of the 75% or 95% gross income tests
for any taxable year, it may nevertheless qualify as a REIT for such year if it
is entitled to relief under certain provisions of the Internal Revenue Code.
These relief provisions are generally available if AIMCO's failure to meet such
tests was due to reasonable cause and not due to willful neglect, AIMCO attaches
a schedule of the sources of its income to its return, and any incorrect
information on the schedule was not due to fraud with intent to evade tax. It is
not possible, however, to state whether in all circumstances AIMCO would be
entitled to the benefit of these relief provisions. If these relief provisions
are inapplicable to a particular
                                       14
<PAGE>   18
 
set of circumstances involving AIMCO, AIMCO will not qualify as a REIT. As
discussed above in "-- General," even where these relief provisions apply, a tax
is imposed with respect to the excess net income.
 
     Asset Tests. AIMCO, at the close of each quarter of its taxable year, must
also satisfy three tests relating to the nature of its assets. First, at least
75% of the value of AIMCO's total assets must be represented by real estate
assets (including its allocable share of real estate assets held by the
Subsidiary Partnerships), certain stock or debt instruments purchased by AIMCO
with new capital, cash, cash items and U.S. government securities. Second, not
more than 25% of AIMCO's total assets may be represented by securities other
than those in the 75% asset class. Third, of the investments included in the 25%
asset class, the value of any one issuer's securities owned by AIMCO may not
exceed 5% of the value of AIMCO's total assets, and AIMCO may not own more than
10% of any one issuer's outstanding voting securities.
 
     AIMCO indirectly owns interests in AIMCO's management companies. As set
forth above, the ownership of more than 10% of the voting securities of any one
issuer by a REIT or the investment of more than 5% of the REIT's total assets in
any one issuer's securities is prohibited by the asset tests. AIMCO believes
that its indirect ownership interests in AIMCO's management companies qualify
under the asset tests set forth above. However, no independent appraisals have
been obtained to support AIMCO's conclusions as to the value of the AIMCO
operating partnership's total assets and the value of the AIMCO operating
partnership's interest in AIMCO's management companies, and these values are
subject to change in the future. Accordingly, there can be no assurance that the
IRS will not contend that the AIMCO operating partnership's ownership interest
in AIMCO's management companies disqualifies AIMCO from treatment as a REIT.
 
     AIMCO's indirect interests in the AIMCO operating partnership and other
Subsidiary Partnerships are generally held through wholly owned corporate
subsidiaries of AIMCO organized and operated as "qualified REIT subsidiaries"
within the meaning of the Internal Revenue Code. Qualified REIT subsidiaries are
not treated as separate entities from their parent REIT for Federal income tax
purposes. Instead, all assets, liabilities and items of income, deduction and
credit of each qualified REIT subsidiary are treated as assets, liabilities and
items of AIMCO. Each qualified REIT subsidiary therefore is not subject to
Federal corporate income taxation, although it may be subject to state or local
taxation. In addition, AIMCO's ownership of the voting stock of each qualified
REIT subsidiary does not violate the general restriction against ownership of
more than 10% of the voting securities of any issuer.
 
     Annual Distribution Requirements. In order for AIMCO to qualify as a REIT,
AIMCO is required to distribute dividends (other than capital gain dividends) to
its stockholders in an amount at least equal to (A) the sum of (i) 95% of
AIMCO's "REIT taxable income" (computed without regard to the dividends paid
deduction and AIMCO's net capital gain) and (ii) 95% of the net income (after
tax), if any, from foreclosure property, minus (B) the sum of certain items of
noncash income. Such distributions must be paid in the taxable year to which
they relate, or in the following taxable year if declared before AIMCO timely
files its tax return for such year and if paid with or before the first regular
dividend payment after such declaration. To the extent that AIMCO distributes at
least 95%, but less than 100%, of its "REIT taxable income," as adjusted, it
will be subject to tax thereon at ordinary corporate tax rates.
 
     AIMCO may elect to retain, rather than distribute, its net long-term
capital gains and pay the tax on such gains. In such a case, AIMCO's
stockholders would include their proportionate share of such undistributed
long-term capital gains in income and receive a credit for their share of the
tax paid by AIMCO. AIMCO's stockholders would then increase the adjusted basis
of their AIMCO shares by the difference between the designated amounts included
in their long-term capital gains and the tax deemed paid with respect to their
shares. If AIMCO should fail to distribute during each calendar year at least
the sum of (i) 85% of its REIT ordinary income for such year and (ii) 95% of its
REIT capital gain net income for such year (excluding retained long-term capital
gains), and (iii) any undistributed taxable income from prior periods, AIMCO
would be subject to a 4% excise tax on the excess of such required
 
                                       15
<PAGE>   19
 
distribution over the amounts actually distributed. AIMCO believes that it has
made, and intends to make, timely distributions sufficient to satisfy these
annual distribution requirements.
 
     It is possible that AIMCO, from time to time, may not have sufficient cash
to meet the 95% distribution requirement due to timing differences between (i)
the actual receipt of cash (including receipt of distributions from the AIMCO
operating partnership) and (ii) the inclusion of certain items in income by
AIMCO for Federal income tax purposes. In the event that such timing differences
occur, in order to meet the 95% distribution requirement, AIMCO may find it
necessary to arrange for short-term, or possibly long-term, borrowings, or to
pay dividends in the form of taxable distributions of property.
 
     Under certain circumstances, AIMCO may be able to rectify a failure to meet
the distribution requirement for a year by paying "deficiency dividends" to
stockholders in a later year, which may be included in AIMCO's deduction for
dividends paid for the earlier year. Thus, AIMCO may be able to avoid being
taxed on amounts distributed as deficiency dividends; however, AIMCO will be
required to pay interest and a penalty based on the amount of any deduction
taken for deficiency dividends.
 
     Distribution of Acquired Earnings and Profits. The Internal Revenue Code
provides that when a REIT acquires a corporation that is currently a C
corporation (i.e., a corporation without an effective REIT election), the REIT
may qualify as a REIT only if, as of the close of the year of acquisition, the
REIT has no "earnings and profits" acquired from such C corporation. Any
adjustments to the acquired corporation's income for taxable years ending on or
before the closing of the acquisition, including as a result of an examination
of its returns by the IRS, could affect the calculation of the acquired
corporation's earnings and profits. AIMCO has retained, and may in the future
retain, independent certified public accountants to review the determination of
certain acquired corporation's earnings and profits for purposes of this
requirement. Furthermore, the determination of earnings and profits requires the
resolution of certain technical tax issues with respect to which there is no
authority directly on point and, consequently, the proper treatment of these
issues for earnings and profits purposes is not free from doubt. There can be no
assurance that the IRS will not examine the tax returns of the acquired
corporation and propose adjustments to increase its taxable income and therefore
its earnings and profits. In this regard, the IRS can consider all taxable years
of the acquired corporation as open for review for purposes of determining the
amount of such earnings and profits. If AIMCO failed to distribute an amount
equal to any such acquired corporation's earnings and profits effective on or
before the end of the year of acquisition, AIMCO would not qualify as a REIT.
 
     Failure to Qualify. If AIMCO fails to qualify for taxation as a REIT in any
taxable year, and the relief provisions do not apply, AIMCO will be subject to
tax (including any applicable alternative minimum tax) on its taxable income at
regular corporate rates. Distributions to stockholders in any year in which
AIMCO fails to qualify will not be deductible by AIMCO nor will they be required
to be made. In such event, to the extent of current and accumulated earnings and
profits, all distributions to stockholders will be taxable as ordinary income,
and, subject to certain limitations of the Internal Revenue Code, corporate
distributees may be eligible for the dividends received deduction. Unless
entitled to relief under specific statutory provisions, AIMCO would also be
disqualified from taxation as a REIT for the four taxable years following the
year during which qualification was lost. It is not possible to state whether in
all circumstances AIMCO would be entitled to such statutory relief.
 
TAX ASPECTS OF AIMCO'S INVESTMENTS IN PARTNERSHIPS
 
     General. Substantially all of AIMCO's investments are held indirectly
through the AIMCO operating partnership. In general, partnerships are
"pass-through" entities that are not subject to Federal income tax. Rather,
partners are allocated their proportionate shares of the items of income, gain,
loss, deduction and credit of a partnership, and are potentially subject to tax
thereon, without regard to whether the partners receive a distribution from the
partnership. AIMCO will include in its income its proportionate share of the
foregoing partnership items for purposes of the various REIT income tests and in
the computation of its REIT taxable income. Moreover, for purposes of the REIT
asset tests, AIMCO
 
                                       16
<PAGE>   20
 
will include its proportionate share of assets held by the Subsidiary
Partnerships. See "-- Taxation of AIMCO -- Ownership of Partnership Interests."
 
     Entity Classification. AIMCO's direct and indirect investment in
partnerships involves special tax considerations, including the possibility of a
challenge by the IRS of the status of any of the Subsidiary Partnerships as a
partnership (as opposed to an association taxable as a corporation) for Federal
income tax purposes. If any of these entities were treated as an association for
Federal income tax purposes, it would be subject to an entity-level tax on its
income. In such a situation, the character of AIMCO's assets and items of gross
income would change and could preclude AIMCO from satisfying the asset tests and
the income tests (see "-- Taxation of AIMCO -- Asset Tests" and "-- Taxation of
AIMCO -- Income Tests"), and in turn could prevent AIMCO from qualifying as a
REIT. See "-- Taxation of AIMCO -- Failure to Qualify" above for a discussion of
the effect of AIMCO's failure to meet such tests for a taxable year. In
addition, any change in the status of any of the Subsidiary Partnerships for tax
purposes might be treated as a taxable event, in which case AIMCO might incur a
tax liability without any related cash distributions.
 
     Tax Allocations with Respect to the Properties. Under the Internal Revenue
Code and the Treasury Regulations, income, gain, loss and deduction attributable
to appreciated or depreciated property that is contributed to a partnership in
exchange for an interest in the partnership must be allocated in a manner such
that the contributing partner is charged with, or benefits from, respectively,
the unrealized gain or unrealized loss associated with the property at the time
of the contribution. The amount of such unrealized gain or unrealized loss is
generally equal to the difference between the fair market value of the
contributed property at the time of contribution, and the adjusted tax basis of
such property at the time of contribution (a "Book-Tax Difference"). Such
allocations are solely for Federal income tax purposes and do not affect the
book capital accounts or other economic or legal arrangements among the
partners. The AIMCO operating partnership was formed by way of contributions of
appreciated property (including certain of the properties owned or controlled by
the Company (the "Owned Properties")). Consequently, allocations must be made in
a manner consistent with these requirements. Where a partner contributes cash to
a partnership that holds appreciated property, the Treasury Regulations provide
for a similar allocation of such items to the other partners. These rules apply
to the contribution by AIMCO to the AIMCO operating partnership of the cash
proceeds received in any offerings of its stock.
 
     In general, certain holders of partnership common units of the AIMCO
operating partnership (the "OP Units") will be allocated lower amounts of
depreciation deductions for tax purposes and increased taxable income and gain
on the sale by the AIMCO operating partnership or other Subsidiary Partnerships
of the contributed properties. This will tend to eliminate the Book-Tax
Difference over the life of these partnerships. However, the special allocations
do not always entirely rectify the Book-Tax Difference on an annual basis or
with respect to a specific taxable transaction such as a sale. Thus, the
carryover basis of the contributed properties in the hands of the AIMCO
operating partnership or other Subsidiary Partnerships may cause AIMCO to be
allocated lower depreciation and other deductions, and possibly greater amounts
of taxable income in the event of a sale of such contributed assets in excess of
the economic or book income allocated to it as a result of such sale. This may
cause AIMCO to recognize taxable income in excess of cash proceeds, which might
adversely affect AIMCO's ability to comply with the REIT distribution
requirements. See "-- Taxation of AIMCO -- Annual Distribution Requirements."
 
     With respect to any property purchased or to be purchased by the AIMCO
operating partnership or other Subsidiary Partnerships (other than through the
issuance of OP Units) subsequent to the formation of AIMCO, such property will
initially have a tax basis equal to its fair market value and the special
allocation provisions described above will not apply.
 
     Sale of the Properties. AIMCO's share of any gain realized by the AIMCO
operating partnership or any other Subsidiary Partnerships on the sale of any
property held as inventory or primarily for sale to customers in the ordinary
course of business will be treated as income from a prohibited transaction that
is subject to a 100% penalty tax. See "-- Taxation of AIMCO -- Income Tests."
Under existing law, whether property is held as inventory or primarily for sale
to customers in the ordinary course of a
 
                                       17
<PAGE>   21
 
partnership's trade or business is a question of fact that depends on all the
facts and circumstances with respect to the particular transaction. In general,
the AIMCO operating partnership and the other Subsidiary Partnerships intend to
hold the Owned Properties for investment with a view to long-term appreciation,
to engage in the business of acquiring, developing, owning, and operating the
Owned Properties (and other apartment properties) and to make such occasional
sales of the Owned Properties, including peripheral land, as are consistent with
AIMCO's investment objectives.
 
TAXATION OF AIMCO'S MANAGEMENT COMPANIES
 
     A portion of the amounts to be used to fund distributions to stockholders
is expected to come from distributions made by AIMCO's management companies to
the AIMCO operating partnership, and interest paid by AIMCO's management
companies on certain notes held by the AIMCO operating partnership. In general,
AIMCO's management companies pay Federal, state and local income taxes on their
taxable income at normal corporate rates. Any Federal, state or local income
taxes that AIMCO's management companies are required to pay will reduce AIMCO's
cash flow from operating activities and its ability to make payments to holders
of its securities.
 
TAXATION OF TAXABLE DOMESTIC STOCKHOLDERS
 
     General. Provided AIMCO qualifies as a REIT, distributions made to the
AIMCO stockholders out of current or accumulated earnings and profits (and not
designated as capital gain dividends) will be taken into account by them as
ordinary income and will not be eligible for the dividends received deduction
for corporations. Distributions (and retained long-term capital gains) that are
designated as capital gain dividends will be taxed as long-term capital gains
(to the extent that they do not exceed AIMCO's actual net capital gain for the
taxable year) without regard to the period for which the AIMCO stockholder has
held its stock. However, corporate AIMCO stockholders may be required to treat
up to 20% of certain capital gain dividends as ordinary income. In addition,
certain capital gain dividends may be taxed at different rates, depending on the
type of gain recognized by AIMCO.
 
     Distributions in excess of current and accumulated earnings and profits
will not be taxable to an AIMCO stockholder to the extent that they do not
exceed the adjusted basis of the stockholder's shares in respect of which the
distributions were made, but rather will reduce the adjusted basis of such
shares. To the extent that such distributions exceed the adjusted basis of a
stockholder's shares in respect of which the distributions were made, they will
be included in income as long-term capital gain (or short-term capital gain if
the shares have been held for one year or less) provided that the shares are a
capital asset in the hands of the stockholder. In addition, any dividend
declared by AIMCO in October, November or December of any year and payable to a
stockholder of record on a specified date in any such month will be treated as
both paid by AIMCO and received by the stockholder on December 31 of such year,
provided that the dividend is actually paid by AIMCO during January of the
following calendar year. AIMCO stockholders may not include in their individual
income tax returns any net operating losses or capital losses of AIMCO.
 
     Disposition of Stock of AIMCO. Except as provided below, an AIMCO
stockholder will generally recognize gain or loss upon the sale, exchange or
other disposition of the AIMCO Stock in an amount equal to the difference
between the amount realized on the disposition and the basis in such AIMCO
Stock. Such gain or loss will be long-term capital gain or loss if the AIMCO
Stock is held for more than one year as of the date of disposition. In general,
any loss upon a sale or exchange of shares by an AIMCO stockholder who has held
such shares for six months or less (after applying certain holding period rules)
will be treated as a long-term capital loss to the extent of distributions from
AIMCO required to be treated by such AIMCO stockholder as long-term capital
gain.
 
TAXATION OF FOREIGN STOCKHOLDERS
 
     The following is a discussion of certain anticipated U.S. Federal income
and estate tax consequences of the ownership and disposition of AIMCO Stock
applicable to a Non-U.S. Holder of AIMCO Stock. A
 
                                       18
<PAGE>   22
 
"Non-U.S. Holder" is any person other than (i) a citizen or resident of the
United States, (ii) a corporation or partnership created or organized in the
United States or under the laws of the United States or of any state thereof,
(iii) an estate whose income is includable in gross income for U.S. Federal
income tax purposes regardless of its source, or (iv) a trust if a United States
court is able to exercise primary supervision over the administration of such
trust and one or more United States fiduciaries have the authority to control
all substantial decisions of such trust. The discussion is based on current law
and is for general information only. The discussion addresses only certain and
not all aspects of U.S. Federal income and estate taxation.
 
     Ordinary Dividends. The portion of dividends received by Non-U.S. Holders
payable out of AIMCO's earnings and profits which are not attributable to
capital gains of AIMCO and which are not effectively connected with a U.S. trade
or business of the Non-U.S. Holder will be subject to U.S. withholding tax at
the rate of 30% (unless reduced by treaty). In general, Non-U.S. Holders will
not be considered engaged in a U.S. trade or business solely as a result of
their ownership of AIMCO Stock. In cases where the dividend income from a
Non-U.S. Holder's investment in AIMCO Stock is (or is treated as) effectively
connected with the Non-U.S. Holder's conduct of a U.S. trade or business, the
Non-U.S. Holder generally will be subject to U.S. tax at graduated rates, in the
same manner as U.S. stockholders are taxed with respect to such dividends (and
may also be subject to the 30% branch profits tax in the case of a Non-U.S.
Holder that is a corporation).
 
     Non-Dividend Distributions. Unless AIMCO Stock constitutes a United States
Real Property Interest (a "USRPI") within the meaning of the Foreign Investment
in Real Property Tax Act of 1980 ("FIRPTA"), distributions by AIMCO which are
not dividends out of the earnings and profits of AIMCO will not be subject to
U.S. income or withholding tax. If it cannot be determined at the time a
distribution is made whether or not such distribution will be in excess of
current and accumulated earnings and profits, the distribution will be subject
to withholding at the rate applicable to dividends. However, the Non-U.S. Holder
may seek a refund of such amounts from the IRS if it is subsequently determined
that such distribution was, in fact, in excess of current and accumulated
earnings and profits of AIMCO. If AIMCO Stock constitutes a USRPI, such
distributions will be subject to 10% withholding and taxed pursuant to FIRPTA at
a rate of 35% to the extent such distributions exceed a stockholder's basis in
his or her AIMCO Stock.
 
     Capital Gain Dividends. Under FIRPTA, a distribution made by AIMCO to a
Non-U.S. Holder, to the extent attributable to gains from dispositions of USRPIs
such as the properties beneficially owned by AIMCO ("USRPI Capital Gains"), will
be considered effectively connected with a U.S. trade or business of the
Non-U.S. Holder and subject to U.S. income tax at the rates applicable to U.S.
individuals or corporations, without regard to whether such distribution is
designated as a capital gain dividend. In addition, AIMCO will be required to
withhold tax equal to 35% of the amount of dividends to the extent such
dividends constitute USRPI Capital Gains. Distributions subject to FIRPTA may
also be subject to a 30% branch profits tax in the hands of a Non-U.S. Holder
that is a corporation.
 
     Disposition of Stock of AIMCO. Unless AIMCO Stock constitutes a USRPI, a
sale of such stock by a Non-U.S. Holder generally will not be subject to U.S.
taxation under FIRPTA. The stock will not constitute a USRPI if AIMCO is a
"domestically controlled REIT." A domestically controlled REIT is a REIT in
which, at all times during a specified testing period, less than 50% in value of
its shares is held directly or indirectly by Non-U.S. Holders. AIMCO believes
that it is, and it expects to continue to be, a domestically controlled REIT. If
AIMCO is, and continues to be, a domestically controlled REIT, the sale of AIMCO
Stock should not be subject to taxation under FIRPTA. Because various classes of
stock of AIMCO (including the Class A Common Stock) are publicly traded,
however, no assurance can be given that AIMCO is or will continue to be a
domestically controlled REIT.
 
     If AIMCO does not constitute a domestically controlled REIT, a Non-U.S.
Holder's sale of stock of AIMCO generally will still not be subject to tax under
FIRPTA as a sale of a USRPI provided that (i) the stock is "regularly traded"
(as defined by applicable Treasury Regulations) on an established securities
market (e.g., the New York Stock Exchange, on which Class A Common Stock is
listed) and
 
                                       19
<PAGE>   23
 
the selling Non-U.S. Holder held 5% or less of such class of AIMCO stock at all
times during a specified testing period, or (ii) the stock is not regularly
traded on an established securities market and is convertible into stock that is
so regularly traded and the value of such convertible stock held by the selling
Non-U.S. Holder at all times during a specified testing period is less than or
equal to the value of 5% of the regularly traded class of stock into which such
stock is convertible.
 
     If gain on the sale of AIMCO Stock were subject to taxation under FIRPTA,
the Non-U.S. Holder generally would be subject to the same treatment as a U.S.
stockholder with respect to such gain (subject to applicable alternative minimum
tax and a special alternative minimum tax in the case of nonresident alien
individuals) and the purchaser of the stock could be required to withhold 10% of
the purchase price and remit such amount to the IRS.
 
     Gain from the sale of AIMCO Stock that would not otherwise be subject to
FIRPTA will nonetheless be taxable in the United States to a Non-U.S. Holder in
two cases. First, if the Non-U.S. Holder's investment in the AIMCO Stock is
effectively connected with a U.S. trade or business conducted by such Non-U.S.
holder, the Non-U.S. Holder will be subject to the same treatment as a U.S.
stockholder with respect to such gain. Second, if the Non-U.S. Holder is a
nonresident alien individual who was present in the United States for 183 days
or more during the taxable year and has a "tax home" in the United States, the
nonresident alien individual will be subject to a 30% tax on the individual's
capital gain.
 
     Estate Tax. AIMCO Stock owned or treated as owned by an individual who is
not a citizen or resident (as specially defined for U.S. Federal estate tax
purposes) of the United States at the time of death will be includable in the
individual's gross estate for U.S. Federal estate tax purposes, unless an
applicable estate tax treaty provides otherwise. Such individual's estate may be
subject to U.S. Federal estate tax on the property includable in the estate for
U.S. Federal estate tax purposes.
 
TAXATION OF TAX-EXEMPT STOCKHOLDERS
 
     Tax-exempt entities, including qualified employee pension and profit
sharing trusts and individual retirement accounts ("Exempt Organizations"), are
generally exempt from federal income taxation. However, they are subject to
taxation on their unrelated business taxable income ("UBTI"). While many
investments in real estate generate UBTI, the IRS has ruled that dividend
distributions from a REIT to an exempt employee pension trust do not constitute
UBTI, provided that the shares of the REIT are not otherwise used in an
unrelated trade or business of the exempt employee pension trust. Based on that
ruling, amounts distributed by AIMCO to Exempt Organizations should generally
not constitute UBTI. However, if an Exempt Organization finances its acquisition
of the AIMCO Stock with debt, a portion of its income from AIMCO will constitute
UBTI pursuant to the "debt-financed property" rules. Furthermore, social clubs,
voluntary employee benefit associations, supplemental unemployment benefit
trusts, and qualified group legal services plans that are exempt from taxation
under paragraphs (7), (9), (17) and (20), respectively, of Internal Revenue Code
Section 501(c) are subject to different UBTI rules, which will generally require
them to characterize distributions from AIMCO as UBTI. In addition, in certain
circumstances, a pension trust that owns more than 10% of AIMCO's stock is
required to treat a percentage of the dividends from AIMCO as UBTI (the "UBTI
Percentage"). The UBTI Percentage is the gross income derived by AIMCO from an
unrelated trade or business (determined as if AIMCO were a pension trust)
divided by the gross income of AIMCO for the year in which the dividends are
paid. The UBTI rule applies to a pension trust holding more than 10% of AIMCO's
stock only if (i) the UBTI Percentage is at least 5%, (ii) AIMCO qualifies as a
REIT by reason of the modification of the 5/50 Rule that allows the
beneficiaries of the pension trust to be treated as holding shares of AIMCO in
proportion to their actuarial interest in the pension trust, and (iii) either
(A) one pension trust owns more than 25% of the value of AIMCO's stock or (B) a
group of pension trusts each individually holding more than 10% of the value of
AIMCO's stock collectively owns more than 50% of the value of AIMCO's stock. The
restrictions on ownership and transfer of AIMCO's stock should prevent an Exempt
Organization from owning more than 10% of the value of AIMCO's stock.
 
                                       20
<PAGE>   24
 
INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING
 
     AIMCO will report to its U.S. stockholders and to the IRS the amount of
distributions paid during each calendar year, and the amount of tax withheld, if
any. Under the backup withholding rules, a stockholder may be subject to backup
withholding at the rate of 31% with respect to distributions paid unless such
holder (i) is a corporation or comes within certain other exempt categories and,
when required, demonstrates this fact or (ii) provides a taxpayer identification
number, certifies as to no loss of exemption from backup withholding, and
otherwise complies with the applicable requirements of the backup withholding
rules. A stockholder who does not provide AIMCO with his correct taxpayer
identification number also may be subject to penalties imposed by the IRS. Any
amount paid as backup withholding will be creditable against the stockholder's
income tax liability. In addition, AIMCO may be required to withhold a portion
of capital gain distributions to any Non-U.S. Holders who fail to certify their
non-foreign status to AIMCO. The IRS has issued final Treasury Regulations
regarding the backup withholding rules as applied to Non-U.S. Holders. Those
final Treasury Regulations alter the current system of backup withholding
compliance and will be effective for payments made after December 31, 1999.
Prospective investors in AIMCO Stock should consult their tax advisors regarding
the application of these Treasury Regulations.
 
POSSIBLE LEGISLATIVE OR OTHER ACTIONS AFFECTING REITS
 
     The rules dealing with Federal income taxation are constantly under review
by persons involved in the legislative process and by the IRS and the U.S.
Treasury Department. Changes to the Federal laws and interpretations thereof
could adversely affect an investment in AIMCO. For example, the Clinton
Administration recently released a summary of its proposed budget plan which
contains several proposals affecting REITs and partnerships. Such proposals
would, among other things, prevent the deductibility of interest incurred on
certain debt funded directly or indirectly by AIMCO and prevent a holder of OP
Units from using its entire tax basis in its OP Units to offset cash received
from the AIMCO operating partnership pursuant to a redemption (i.e., a partial
liquidating distribution by the AIMCO operating partnership) unless such OP
Unitholder's entire interest in the AIMCO operating partnership is redeemed. It
cannot be predicted whether, when, in what forms, or with what effective dates,
the tax laws applicable to AIMCO or the AIMCO operating partnership, or an
investment in AIMCO or the AIMCO operating partnership, will be changed.
 
STATE, LOCAL AND FOREIGN TAXES
 
     The AIMCO operating partnership and its partners and AIMCO and its
stockholders may be subject to state, local or foreign taxation in various
jurisdictions, including those in which it or they transact business, own
property or reside. The state, local or foreign tax treatment of the AIMCO
operating partnership and its partners and AIMCO and its stockholders may not
conform to the Federal income tax consequences discussed above. Consequently,
prospective investors should consult their own tax advisors regarding the
application and effect of state, local and foreign tax laws on an investment in
the AIMCO operating partnership or AIMCO.
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms at 450 Fifth Street, NW, Washington, D.C. 20549 and
in New York, New York, and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public at the SEC's web site at
http://www.sec.gov.
 
     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below
                                       21
<PAGE>   25
 
and any future filings with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until the offering is completed.
 
        - Apartment Investment and Management Company's Annual Report on Form
          10-K for the year ended December 31, 1998;
 
        - Apartment Investment and Management Company's Current Reports on Form
          8-K, dated November 2, 1998 (as amended by Amendment No. 4 filed
          February 11, 1999), December 21, 1998 (as amended by Amendment No. 1
          filed February 11, 1999), January 21, 1999, February 5, 1999, February
          11, 1999, February 18, 1999, February 26, 1999, April 20, 1999 and
          April 22, 1999; and
 
        - the description of Apartment Investment and Management Company's
          capital stock contained in its Registration Statement on Form 8-A
          (File No. 1-13232) filed July 19, 1994, including any amendment or
          reports filed for the purpose of updating such description.
 
     You may request a copy of these filings, at no cost, by writing or calling
us at the following address and telephone number:
 
        Corporate Secretary
        Apartment Investment and Management Company
        1873 South Bellaire Street, 17th Floor
        Denver, Colorado 80222
        (303) 757-8101
 
     You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone to provide you with
different information. The selling stockholders named herein are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus is accurate as of any
date other than the date on the front of the document.
 
                                 LEGAL MATTERS
 
     Certain legal matters will be passed upon for AIMCO by Skadden, Arps,
Slate, Meagher & Flom LLP, Los Angeles, California. The validity of the Class A
Common Stock offered hereby will be passed upon for AIMCO by Piper & Marbury
L.L.P., Baltimore, Maryland.
 
                                    EXPERTS
 
     Ernst & Young LLP, independent auditors, has audited AIMCO's consolidated
financial statements and schedules included in AIMCO's Annual Report on Form
10-K for the year ended December 31, 1998. These financial statements are
incorporated by reference in reliance on their report given on their authority
as experts in accounting and auditing.
 
                                       22
<PAGE>   26
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONS.
 
     The estimated expenses, other than underwriting discounts and commissions,
in connection with the offering of the Class A Common Stock, are as follows:
 
<TABLE>
<S>                                                            <C>
Registration Fee -- Securities and Exchange Commission......   $ 6,735
Printing and Engraving Expenses.............................     5,000
Legal Fees and Expenses.....................................    25,000
Accounting Fees and Expenses................................    35,000
Miscellaneous...............................................     4,152
                                                               -------
          Total.............................................   $75,000
                                                               =======
</TABLE>
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     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 the Company 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 Maryland General Corporation Law 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 Securities and Exchange 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.
 
     The Company has entered into agreements with certain of its officers,
pursuant to which the Company has agreed to indemnify such officers to the
fullest extent permitted by applicable law.
 
                                      II-1
<PAGE>   27
 
     The Agreement of Limited Partnership (the "Operating Partnership
Agreement") of the AIMCO operating partnership also provides for indemnification
of AIMCO, or any director or officer of AIMCO, in its capacity as the previous
general partner of the AIMCO operating partnership, from and against all losses,
claims, damages, liabilities, joint or several, expenses (including legal fees),
fines, settlements and other amounts incurred in connection with any actions
relating to the operations of the AIMCO operating partnership, as set forth in
the operating partnership Agreement.
 
     Section 11.6 of the Apartment Investment and Management Company 1997 Stock
Award and Incentive Plan (the "1997 Plan"), Section 2.8 of the Amended and
Restated Apartment Investment and Management Company Non-Qualified Employee
Stock Option Plan (the "Non-Qualified Plan"), Section 2.8 of the Apartment
Investment and Management Company 1996 Stock Award and Incentive Plan (the "1996
Plan"), and Section 6.7 of the 1994 Stock Option Plan of Apartment Investment
and Management Company (the "1994 Plan") specifically provide that, to the
fullest extent permitted by law, each of the members of the Board of Directors
of AIMCO (the "Board"), the Compensation Committee of the Board and each of the
directors, officers and employees of AIMCO, any AIMCO subsidiary, the AIMCO
operating partnership and any subsidiary of the AIMCO operating partnership
shall be held harmless and indemnified by AIMCO for any liability, loss
(including amounts paid in settlement), damages or expenses (including
reasonable attorneys' fees) suffered by virtue of any determinations, acts or
failures to act, or alleged acts or failures to act, in connection with the
administration of the 1997 Plan, the Non-Qualified Plan, the 1996 Plan or the
1994 Plan, as the case may be, so long as such person is not determined by a
final adjudication to be guilty of willful misconduct with respect to such
determination, action or failure to act.
 
ITEM 16. EXHIBITS.
 
<TABLE>
<C>                      <S>
           4.1           -- Specimen certificate for Class A Common Stock
                            (incorporated by reference from AIMCO's Registration
                            Statement on Form 8-A filed on July 19, 1994).
           5.1           -- Opinion of Piper & Marbury L.L.P. dated April 26, 1999
                            regarding the validity of the Securities offered hereby.
           8.1           -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP dated
                            April 23, 1999 regarding tax matters.
          23.1           -- Consent of Piper & Marbury L.L.P. dated April 26, 1999
                            (included in their opinion filed as Exhibit 5.1).
          23.2           -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP dated
                            April 23, 1999 (included in their opinion filed as
                            Exhibit 8.1).
          23.3           -- Consent of Ernst & Young LLP, Denver, Colorado, dated
                            April 21, 1999.
          24.1           -- Power of Attorney.
</TABLE>
 
ITEM 17. UNDERTAKINGS.
 
     (a) The undersigned registrant hereby undertakes:
 
          (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;
 
             (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)
 
                                      II-2
<PAGE>   28
 
        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;
 
          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
     apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
     and the information required to be included in a post-effective amendment
     by those paragraphs is contained in periodic reports filed with or
     furnished to the Commission by the registrant pursuant to Section 13 or
     Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
     by reference in the registration statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report 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 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 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
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 registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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 registrant 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.
 
                                      II-3
<PAGE>   29
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on this Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 26st day of April,
1999.
 
                                            APARTMENT INVESTMENT AND
                                            MANAGEMENT COMPANY
 
                                            By:     /s/ PATRICK J. FOYE
                                              ----------------------------------
                                                       Patrick J. Foye
                                                Vice Chairman of the Board and
                                                           President
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 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 of the Board and      April 26, 1999
- --------------------------------------------------------    Chief Executive Officer
                    Terry Considine                         (Principal Executive
                                                            Officer)
 
                   /s/ TROY D. BUTTS*                     Senior Vice President, Chief   April 26, 1999
- --------------------------------------------------------    Financial Officer and
                     Troy D. Butts                          Chief Accounting Officer
                                                            (Principal Financial
                                                            Officer and Principal
                                                            Accounting Officer)
 
                /s/ PETER K. KOMPANIEZ*                   Vice Chairman, President and   April 26, 1999
- --------------------------------------------------------    Director
                   Peter K. Kompaniez
 
                /s/ RICHARD S. ELLWOOD*                   Director                       April 26, 1999
- --------------------------------------------------------
                   Richard S. Ellwood
 
                 /s/ J. LANDIS MARTIN*                    Director                       April 26, 1999
- --------------------------------------------------------
                    J. Landis Martin
</TABLE>
 
                                      II-4
<PAGE>   30
 
<TABLE>
<CAPTION>
                       SIGNATURE                                     TITLE                    DATE
                       ---------                                     -----                    ----
<C>                                                       <S>                            <C>
 
                 /s/ THOMAS L. RHODES*                    Director                       April 26, 1999
- --------------------------------------------------------
                    Thomas L. Rhodes
 
                   /s/ JOHN D. SMITH*                     Director                       April 26, 1999
- --------------------------------------------------------
                     John D. Smith
 
                *By: /s/ PATRICK J. FOYE
    ------------------------------------------------
                    Patrick J. Foye
   Attorney-in-Fact for each of the persons indicated
</TABLE>
 
                                      II-5
<PAGE>   31
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
        EXHIBIT
          NO.                                     DESCRIPTION
        -------                                   -----------
<C>                       <S>
           4.1            -- Specimen certificate for Class A Common Stock
                             (incorporated by reference from AIMCO's Registration
                             Statement on Form 8-A filed on July 19, 1994).
           5.1            -- Opinion of Piper & Marbury L.L.P. dated April 26, 1999
                             regarding the validity of the Securities offered hereby.
           8.1            -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP dated
                             April 23, 1999 regarding tax matters.
          23.1            -- Consent of Piper & Marbury L.L.P. dated April 26, 1999
                             (included in their opinion filed as Exhibit 5.1).
          23.2            -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP dated
                             April 23, 1999 (included in their opinion filed as
                             Exhibit 8.1).
          23.3            -- Consent of Ernst & Young LLP, Denver, Colorado, dated
                             April 21, 1999.
          24.1            -- Power of Attorney.
</TABLE>

<PAGE>   1
 
                                                                     EXHIBIT 5.1
 
                     [LETTERHEAD OF PIPER & MARBURY L.L.P.]
 
                                 April 26, 1999
 
Apartment Investment and Management Company
  1873 South Bellaire Street, Suite 1700
  Denver, Colorado 80222-4348
 
                       REGISTRATION STATEMENT ON FORM S-3
 
Ladies and Gentlemen:
 
     We have acted as special 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"), on a
Registration Statement of the Company on Form S-3 (Registration No. 333-       )
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") of 610,431 shares (the "Shares") of Class A Common Stock, par
value $.01 per share, of the Company. This opinion is being provided at your
request in connection with the filing of the Registration Statement.
 
     The Shares (plus such additional shares as may be issued pursuant to
certain antidilution provisions) (i) may be issued by the Company from time to
time in exchange for up to 610,431 Partnership Common Units (the "OP Units") of
AIMCO Properties, L.P., a Delaware limited partnership (the "Operating
Partnership"), tendered for redemption and (ii) may be offered from sale from
time to time by certain stockholders.
 
     In our capacity as special Maryland counsel, we have reviewed originals or
copies, certified or otherwise identified to our satisfaction, of the
Registration Statement, the Charter and By-Laws of the Company, the Third
Amended and Restated Agreement of Limited Partnership of the Operating
Partnership, as amended to date (the "Partnership Agreement"), the proceedings
of the Board of Directors of the Company or a committee thereof relating to the
authorization and issuance of the Shares, a Certificate of the Secretary of the
Company (the "Certificate"), and such other statutes, certificates, instruments,
and documents relating to the Company and matter of law as we have deemed
necessary to the issuance of this opinion.
 
     In our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity with
originals of all documents submitted to us as copies (and the authenticity of
the originals of such copies), and the accuracy and completeness of all public
records reviewed by us. In making our examination of documents executed by
parties other than the Company, we have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations thereunder, and we
have also assumed the due authorization by all requisite action, corporate or
other, and the valid execution and delivery by such parties of such documents
and the validity, binding effect and enforceability thereof with respect to such
parties. As to any facts material to this opinion which we did not independently
establish or verify, we have relied solely upon the Certificate.
 
     Based upon the foregoing, having regard for such legal considerations as we
deem relevant, and limited in all respects to applicable Maryland law, we are of
the opinion and advise you that the Shares to be issued in exchange for OP Units
tendered for redemption have been duly authorized and, upon exchange of such OP
Units in accordance with the terms of the Partnership Agreement and issuance and
delivery of stock certificates representing the Shares, will be validly issued,
fully paid, and non-assessable.
<PAGE>   2
 
     In addition to the qualifications set forth above, this opinion is subject
to the qualification that we express no opinion as to the laws of any
jurisdiction other than the State of Maryland. We assume that the issuance of
the Shares will not violate any of the Initial Holder Limit, Look-Through
Ownership Limit or Ownership Limit provisions of the Company's Charter. This
opinion concerns only the effect of the laws (exclusive of the securities or
"blue sky" laws and the principles of conflict of laws) of the State of Maryland
as currently in effect. We assume no obligation to supplement this opinion if
any applicable laws change after the date hereof or if any facts or
circumstances come to our attention after the date hereof that might change this
opinion. To the extent that any documents referred to herein are governed by the
law of a jurisdiction other than Maryland, we have assumed that the laws of such
jurisdiction are the same as the laws of the State of Maryland.
 
     We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement and to the reference to our firm under
the heading "Legal Matters" in the Registration Statement. In giving our
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder. We further consent to the reliance on this opinion by
Skadden, Arps, Slate, Meagher & Flom LLP in rendering their opinion to the
Company in connection with the filing of the Registration Statement. This
opinion is limited to the matters set forth herein, and no other opinion should
be inferred beyond the matters expressly stated.
 
                                            Very truly yours,
 
                                            /s/  PIPER & MARBURY L.L.P.

<PAGE>   1
 
                                                                     EXHIBIT 8.1
 
            [LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
 
                                 April 23, 1999
 
Apartment Investment and Management Company
  1873 South Bellaire Street
  Suite 1700
  Denver, Colorado 80222
 
                  Re: Certain Federal Income Tax Consequences
 
Ladies and Gentlemen:
 
     You have requested our opinion concerning certain Federal income tax
considerations in connection with the offering (the "Offering") for sale, from
time to time, of shares of Class A Common Stock, par value $.01 per share
("Class A Common Stock"), of Apartment Investment and Management Company, a
Maryland corporation ("AIMCO"), by certain stockholders pursuant to a
Registration Statement on Form S-3 (the "Registration Statement"). All
capitalized terms used herein, unless otherwise specified, shall have the
meanings assigned to them in the Registration Statement.
 
     In connection with the Offering and with certain previous offerings of
Class A Common Stock by AIMCO, we have acted as counsel to AIMCO, and we have
assisted in the preparation of the Registration Statement and certain other
documents. In formulating our opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Registration
Statement and such other documentation and information provided by you as is
relevant to the Offering and necessary to prepare the Registration Statement or
as we have deemed necessary or appropriate as a basis for the opinion set forth
herein. In addition, you have provided us with certain representations and
covenants of officers of AIMCO relating to, among other things, the actual and
proposed operation of AIMCO. For purposes of our opinion, we have not made an
independent investigation of the facts set forth in such representations, the
partnership agreements and organizational documents for each of the partnerships
and limited liability companies in which AIMCO holds a direct or indirect
interest (the "Subsidiaries"), the Registration Statement or any other document.
We have, consequently, assumed and relied on your representations that the
information presented in such documents or otherwise furnished to us accurately
and completely describes all material facts relevant to our opinion. No facts
have come to our attention, however, that would cause us to question the
accuracy and completeness of such facts or documents in a material way. We have
also relied upon the opinion of Altheimer & Gray dated May 8, 1998 with respect
to the qualification of Ambassador Apartments, Inc., a Maryland corporation, as
a real estate investment trust ("REIT") under the Internal Revenue Code of 1986,
as amended (the "Code") for its taxable year ended December 31, 1994 and all
subsequent taxable years ending on or before May 8, 1998 (including the short
taxable year ending on May 8, 1998). In addition, we have assumed the
qualification of Insignia Properties Trust as a REIT under the Code and have
relied upon the opinion of Akin, Gump, Strauss, Hauer & Field, L.L.P. dated
October 1, 1998 in this regard. We have also assumed that the shares of Class A
Common Stock will be duly authorized and, when issued in accordance with the
resolutions providing for their issuance, will be validly issued and will be
fully paid and nonassessable.
 
     In rendering our opinion, we have assumed that the transactions
contemplated by the foregoing documents have been or will be consummated in
accordance with the operative documents, and that such documents accurately
reflect the material facts of such transactions. In addition, our opinion is
based on the correctness of the following specific assumptions: (i) each of
AIMCO, the Subsidiaries, Property Asset Management Services, Inc., AIMCO/NHP
Holdings, Inc., AIMCO/NHP Properties, Inc., NHP Management Company, NHP A&R
Services, Inc., and each "qualified REIT subsidiary" of AIMCO (within the
meaning of section 856(i)(2) of the Code), has been and will continue to be
operated in accordance with the laws of the jurisdiction in which it was formed
and in the manner described in the relevant organizational documents and in the
Registration Statement (including any documents incorporated therein by
reference) and (ii) there have been no changes in the applicable laws of the
State
<PAGE>   2
 
of Maryland or any other state under the laws of which any of the Subsidiaries
have been formed. In rendering our opinion, we have also considered and relied
upon the Code, the regulations promulgated thereunder (the "Regulations"),
administrative rulings and the other interpretations of the Code and the
Regulations by the courts and the Internal Revenue Service, all as they exist as
of the date hereof. With respect to the latter assumption, it should be noted
that the Code, Regulations, judicial decisions, and administrative
interpretations are subject to differing interpretations or to change at any
time and, in some circumstances, with retroactive effect. Any material change
which is made after the date hereof in any of the foregoing bases for our
opinion could affect our conclusions herein.
 
     We express no opinion as to the laws of any jurisdiction other than the
Federal laws of the United States of America to the extent specifically referred
to herein.
 
     Based on and subject to the foregoing, we are of the opinion that:
 
          1. Commencing with AIMCO's initial taxable year ended December 31,
     1994, AIMCO was organized in conformity with the requirements for
     qualification as a REIT under the Code, and its actual method of operation
     has enabled, and its proposed method of operation will enable, AIMCO to
     meet the requirements for qualification and taxation as a REIT. As noted in
     the Registration Statement, AIMCO's qualification and taxation as a REIT
     depend upon its ability to meet, through actual annual operating results,
     certain requirements, including requirements relating to distribution
     levels and diversity of stock ownership, and the various qualification
     tests imposed under the Code, the results of which are not reviewed by us.
     Accordingly, no assurance can be given that the actual results of AIMCO's
     operation for any one taxable year satisfy the requirements for taxation as
     a REIT under the Code.
 
          2. Although the discussion set forth in the Registration Statement
     under the caption "CERTAIN FEDERAL INCOME TAX CONSEQUENCES" does not
     purport to discuss all possible United States Federal income tax
     consequences of the purchase, ownership and disposition of the Class A
     Common Stock, such discussion, although general in nature, constitutes, in
     all material respects, a fair and accurate summary under current law of
     certain material United States Federal income tax consequences of the
     purchase, ownership and disposition of the Class A Common Stock by a holder
     who purchases such Class A Common Stock, subject to the qualifications set
     forth therein. The United States Federal income tax consequences of an
     investment in the Class A Common Stock by an investor will depend upon that
     holder's particular situation, and we express no opinion as to the
     completeness of the discussion set forth in "CERTAIN FEDERAL INCOME TAX
     CONSEQUENCES" as applied to any particular holder.
 
     Other than as expressly stated above, we express no opinion on any issue
relating to AIMCO, the Subsidiaries or to any investment therein.
 
     This opinion is intended for the exclusive use of the person to whom it is
addressed, except as set forth herein, and it may not be used, circulated,
quoted or relied upon for any other purpose without our prior written consent.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to Skadden, Arps, Slate, Meagher & Flom LLP under
the caption "Legal Matters" in the Registration Statement. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules or regulations of the Securities and Exchange Commission
thereunder. 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, covenanted, or assumed herein or any subsequent changes in
applicable law.
 
                                 Very truly yours,
 
                                 /s/  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

<PAGE>   1
 
                                                                    EXHIBIT 23.3
 
                        CONSENT OF INDEPENDENT AUDITORS
 
     We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment Investment
and Management Company for the registration of Class A Common Stock and to the
incorporation by reference therein of our report dated March 11, 1999 with
respect to the consolidated financial statements and schedules of Apartment
Investment and Management Company included in its Annual Report on (Form 10-K)
for the year ended December 31, 1998, filed with the Securities and Exchange
Commission.
 
                                            /s/  ERNST & YOUNG LLP
 
Denver, Colorado
April 21, 1999

<PAGE>   1
                                                                    EXHIBIT 24.1



                               POWER OF ATTORNEY

         Each person whose signature appears below authorizes Peter Kompaniez
and Patrick J. Foye, and each of them, each of whom may act without joinder of
the other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to execute in the name of each such person who is then an
officer or director of Apartment Investment and Management Company, and to file
any amendments (including post-effective amendments) to this Registration
Statement and any registration statement for the same offering filed pursuant to
Rule 462 under the Securities Act of 1933, and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing appropriate or
necessary to be done, as fully and for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.


<TABLE>
<CAPTION>
                    SIGNATURE                                    TITLE                              DATE
                    ---------                                    -----                              ----
<S>                                                <C>                                         <C>
              /s/ TERRY CONSIDINE                  Chairman and Chief Executive Officer        April 26, 1999
       ------------------------------------
                  Terry Considine


              /s/ PETER K. KOMPANIEZ               Vice Chairman and President                 April 26, 1999
       ------------------------------------
                  Peter K. Kompaniez


              /s/ TROY D. BUTTS                    Senior Vice President and                   April 26, 1999
       ------------------------------------        Chief Financial Officer
                  Troy D. Butts


              /s/ RICHARD S. ELLWOOD               Director                                    April 26, 1999
       ------------------------------------
                  Richard S. Ellwood
       

              /s/ J. LANDIS MARTIN                 Director                                    April 26, 1999
       ------------------------------------
                  J. Landis Martin
       

              /s/ THOMAS L. RHODES                 Director                                    April 26, 1999
       ------------------------------------
                  Thomas L. Rhodes
       

              /s/ JOHN D. SMITH                    Director                                    April 26, 1999
       ------------------------------------
                  John D. Smith
</TABLE>


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