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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 20, 2000
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
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(Exact name of registrant as specified in its charter)
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MARYLAND 1-13232 84-1259577
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
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COLORADO CENTER, TOWER TWO, 2000 SOUTH COLORADO BOULEVARD,
SUITE 2-1000, DENVER, CO 80222-4348
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 757-8101
NOT APPLICABLE
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(Former name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
On June 28, 2000, Apartment Investment and Management Company ("AIMCO")
and AIMCO Properties, L.P. ("AIMCO OP") and the principals of Oxford Realty
Financial Group, Inc. entered into definitive agreements pursuant to which AIMCO
acquired on September 20, 2000, all of the stock and other interests held by
officers and directors in the entities which own and control the Oxford
properties, for $328 million.
The Oxford properties are 167 apartment communities including 36,949
units, located in 18 states. The properties are owned by 166 separate
partnerships, subject to mortgage loans totaling $1.4 billion (Oxford's pro rata
share of the indebtedness is $555 million). AIMCO, through an affiliate,
previously managed 165 of the 167 Oxford properties pursuant to long-term
contracts and was previously a stockholder in certain of the such entities.
AIMCO OP paid $266 million in cash and $62 million in AIMCO OP
partnership common units valued at $45 per unit. In addition, transaction costs
are estimated to be approximately $19 million.
In addition to the Oxford properties, AIMCO OP acquired the entity
which owns the managing general partner of Oxford Tax Exempt Fund II Limited
Partnership ("OTEF") and acquired approximately 40% of the non-managing general
partner of OTEF.
In separate transactions contemplated by the acquisition agreement, on
September 20, 2000, AIMCO OP acquired (i) options for 32,580 Beneficial Assignee
Interests ("BACs") of OTEF and (ii) already existing options to purchase 652,125
BACs (collectively, options for approximately 8.53% of the BACs outstanding as
of June 30, 2000). The BACs are traded on the American Stock Exchange. The BACs
will include the associated Rights under the Oxford Tax Exempt Fund II Limited
Partnership BAC Holder Rights Agreement, dated as of May 30, 1995.
AIMCO OP borrowed $279 million to pay the cash portion of the purchase
price for the Oxford acquisition from Bank of America N.A., Lehman Commercial
Paper Inc. and several other lenders, pursuant to a term loan with a total
availability of $302 million. The borrowers under the term loan are AIMCO
Properties, L.P., NHP Management Company and AIMCO/Bethesda Holdings, Inc., and
all obligations thereunder are guaranteed by AIMCO and certain of its
subsidiaries. The obligations under the term loan are secured by a first
priority pledge of the borrowers and AIMCO Holdings, L.P.'s stock ownership in
certain subsidiaries of AIMCO and certain options to purchase BACs in OTEF and a
second priority pledge of AIMCO OP's stock ownership in certain subsidiaries of
AIMCO and its interests in notes issued by it to certain subsidiaries of AIMCO.
The annual interest rate under the term loan is based on either LIBOR or a base
rate which is the higher of Bank of America's reference rate or 0.5% over the
federal funds rate, plus, in either case, an applicable margin. The margin
ranges between 4.0% and 5.00% in the case of LIBOR-based loans and between 1.0%
and 2.0% in the case of base rate loans, based upon the number of months the
loan is outstanding. The term loan expires on July 31, 2002. The financial
covenants contained in the term loan require AIMCO OP to maintain a ratio of
debt to gross asset value of no more than 0.55 to 1.0, and an interest coverage
ratio of 2.25 to 1.0, and a fixed charge coverage ratio of at least 1.50 to 1.0.
In addition, the term loan limits AIMCO from distributing more than 80% of its
Funds From Operations (as defined) (or such amounts as may be necessary for
AIMCO to maintain its status as a REIT), imposes minimum net worth requirements
and provides other financial covenants related to certain of AIMCO's assets and
obligations. NHP Management Company, AIMCO/Bethesda Holdings, Inc. and AIMCO
Holdings, L.P. are subsidiaries of AIMCO.
In connection with obtaining the term loan, the existing secured
revolving credit facility was modified. The $400 million revolving credit
facility is with Bank of America N.A. and several other lenders, and AIMCO
Properties, L.P., NHP Management Company and AIMCO/Bethesda Holdings, Inc. as
borrowers, with all obligations thereunder guaranteed by AIMCO and certain of
its subsidiaries. The credit facility includes a swing line of up to $30
million. The obligations under the credit facility are secured by a first
priority pledge of AIMCO OP's stock ownership in certain subsidiaries of AIMCO
and its interests in notes issued by it to certain subsidiaries of AIMCO and a
second priority pledge of each borrower's and AIMCO Holdings, L.P.'s stock
ownership in certain subsidiaries of AIMCO and certain options to purchase BACs
of OTEF. The annual interest rate under the credit facility is based on either
LIBOR or a
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base rate which is the higher of Bank of America's reference rate or 0.5% over
the federal funds rate, plus, in either case, an applicable margin. The margin
ranges between 2.05% and 2.55% in the case of LIBOR-based loans and between
0.55% and 1.05% in the case of base rate loans, based upon a fixed charge
coverage ratio. The credit facility expires on July 31, 2002, unless extended at
the discretion of the borrowers, at which time the revolving facility would be
converted into a term loan for up to two successive one-year periods. The
financial covenants contained in the credit facility require AIMCO OP to
maintain a ratio of debt to gross asset value of no more than 0.55 to 1.0, and
an interest coverage ratio of 2.25 to 1.0, a fixed charge coverage ratio of at
least 1.7 to 1.0 until December 31, 2000 and 1.75 to 1.0 thereafter, and an
adjusted fixed charge coverage ratio (excluding amortization of the term loan
made to the borrowers by Bank of America, N.A., Lehman Commercial Paper Inc. and
certain other lenders) of at least 1.50 to 1.0 while such term loan is
outstanding. In addition, the credit facility limits AIMCO from distributing
more than 80% of its Funds From Operations (as defined) (or such amounts as may
be necessary for AIMCO to maintain its status as a REIT), imposes minimum net
worth requirements and provides other financial covenants related to certain of
AIMCO's assets and obligations.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Businesses Acquired
The required financial statements will be filed by amendment
within 60 days of the filing of this Form 8-K.
(b) Pro Forma Financial Information
The required pro forma financial information will be filed by
amendment within 60 days of the filing of this Form 8-K.
(c) Exhibits
The following exhibits are filed with this report:
Number Description
99.1 Acquisition Agreement, dated as of June 28, 2000, by
and among Apartment Investment and Management
Company, AIMCO Properties, L.P., NHP Management
Company and AIMCO/NHP Properties, Inc., as Buyers,
and Leo E. Zickler, Francis P. Lavin, Robert B.
Downing, Mark E. Schifrin, Marc B. Abrams, and
Richard R. Singleton, as Sellers. (Exhibit 2.1 to
AIMCO's Quarterly Report on Form 10Q for the quarter
ended June 30, 2000, is incorporated herein by this
reference.)
99.2 Interim Credit Agreement, dated as of September 20,
2000, among AIMCO Properties, L.P., NHP Management
Company, AIMCO/Bethesda Holdings, Inc., Bank of
America N.A., Lehman Commercial Paper Inc. and
several other lenders (Exhibit (d) to AIMCO's
Schedule 13D related to Oxford Tax Exempt Fund II
Limited Partnership, dated September 20, 2000, is
incorporated herein by this reference.)
99.3 Second Amended and Restated Credit Agreement, dated
as of September 20, 2000, among AIMCO Properties,
L.P., NHP Management Company, AIMCO/Bethesda
Holdings, Inc., Bank of America N.A. and several
other lenders. (Exhibit (e) to AIMCO's Schedule 13D
related to Oxford Tax Exempt Fund II Limited
Partnership, dated September 20, 2000, is
incorporated herein by this reference.)
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99.4 Intercreditor and Subordination Agreement, dated as
of September 20, 2000, among AIMCO Properties, L.P.,
NHP Management Company, AIMCO/Bethesda Holdings,
Inc., Bank of America N.A. and several other lenders.
(Exhibit (f) to AIMCO's Schedule 13D related to
Oxford Tax Exempt Fund II Limited Partnership, dated
September 20, 2000, is incorporated herein by this
reference.)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: October 5, 2000
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Paul J. McAuliffe
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Paul J. McAuliffe
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Acquisition Agreement, dated as of June 28, 2000, by and among
Apartment Investment and Management Company, AIMCO Properties,
L.P., NHP Management Company and AIMCO/NHP Properties, Inc.,
as Buyers, and Leo E. Zickler, Francis P. Lavin, Robert B.
Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R.
Singleton, as Sellers. (Exhibit 2.1 to AIMCO's Quarterly
Report on Form 10Q for the quarter ended June 30, 2000, is
incorporated herein by this reference.)
99.2 Interim Credit Agreement, dated as of September 20, 2000,
among AIMCO Properties, L.P., NHP Management Company,
AIMCO/Bethesda Holdings, Inc., Bank of America N.A., Lehman
Commercial Paper Inc. and several other lenders (Exhibit (d)
to AIMCO's Schedule 13D related to Oxford Tax Exempt Fund II
Limited Partnership, dated September 20, 2000, is incorporated
herein by this reference.)
99.3 Second Amended and Restated Credit Agreement, dated as of
September 20, 2000, among AIMCO Properties, L.P., NHP
Management Company, AIMCO/Bethesda Holdings, Inc., Bank of
America N.A. and several other lenders. (Exhibit (e) to
AIMCO's Schedule 13D related to Oxford Tax Exempt Fund II
Limited Partnership, dated September 20, 2000, is incorporated
herein by this reference.)
99.4 Intercreditor and Subordination Agreement, dated as of
September 20, 2000, among AIMCO Properties, L.P., NHP
Management Company, AIMCO/Bethesda Holdings, Inc., Bank of
America N.A. and several other lenders. (Exhibit (f) to
AIMCO's Schedule 13D related to Oxford Tax Exempt Fund II
Limited Partnership, dated September 20, 2000, is incorporated
herein by this reference.)
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