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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 2
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)
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)
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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The undersigned registrant hereby further amends the following items of
its Current Report on Form 8-K, dated September 20, 2000, as set forth below:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Information.
The required pro forma financial information is included as Exhibit
99.7 to this Report and incorporated herein by this reference.
(c) Exhibits
The following exhibits are filed with this report:
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Number Description
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2.1 Agreement and Plan of Merger, dated as of November 29,
2000, by and among Apartment Investment and Management
Company, AIMCO Properties, L.P., AIMCO/OTEF, LLC and
Oxford Tax Exempt Fund II Limited Partnership.
(Incorporated by reference to Annex A to the Preliminary
Prospectus/Information Statement included in the Form S-4
Registration Statement (file No. 333-51154) of Apartment
Investment and Management Company filed on December 1,
2000).
23.1 Consent of Reznick Fedder & Silverman. (Previously filed
as Exhibit 23.1 to Amendment No. 1 to this Report).
23.2 Consent of PricewaterhouseCoopers LLP. (Previously filed
as Exhibit 23.2 to Amendment No. 1 to this Report).
99.1 Combined financial statements of Oxford Holding
Corporation and Subsidiaries, Oxford Realty Financial
Group, Inc. and Subsidiaries, ZIMCO Entities and Oxford
Equities Corporation III for the year ended December 31,
1999 and the eight months ended August 31, 2000 and 1999
(unaudited), together with the Report of Independent
Auditors. (Previously filed as Exhibit 99.1 to Amendment
No. 1 to this Report).
99.2 Combined financial statements of ORFG Operations, L.L.C.
and Subsidiary for the year ended December 31, 1999 and
the eight months ended August 31, 2000 and 1999
(unaudited), together with the Report of Independent
Auditors. (Previously filed as Exhibit 99.2 to Amendment
No. 1 to this Report).
99.3 Combined financial statements of OXPARC L.L.C. for the
year ended December 31, 1999 and the eight months ended
August 31, 2000 and 1999 (unaudited), together with the
Report of Independent Auditors. (Previously filed as
Exhibit 99.3 to Amendment No. 1 to this Report).
99.4 Combined financial statements of Oxford Realty Financial
Group Properties (Oxford Properties) for the year ended
December 31, 1999 and the eight months ended August 31,
2000 and 1999 (unaudited), together with the Report of
Independent Auditors. (Previously filed as Exhibit 99.4 to
Amendment No. 1 to this Report).
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99.5 Financial Statements of Oxford Tax Exempt Fund II Limited
Partnership for the year ended December 31, 1999, together
with the Report of Independent Auditors. (Incorporated by
reference from Item 8 of Part II of the Annual Report on
Form 10-K of Oxford Tax Exempt Fund II Limited Partnership
for the year ended December 31, 1999).
99.6 Financial Statements of Oxford Tax Exempt Fund II Limited
Partnership for the nine months ended September 30, 2000
(unaudited). (Incorporated by reference from Item I of
Part I of the Quarterly Report on Form 10-Q of Oxford Tax
Exempt Fund II Limited Partnership for the quarter ended
September 30, 2000).
99.7 Pro Forma Financial Information of Apartment Investment
and Management Company.
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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: January 18, 2001
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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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
2.1 Agreement and Plan of Merger, dated as of November 29,
2000, by and among Apartment Investment and Management
Company, AIMCO Properties, L.P., AIMCO/OTEF, LLC and
Oxford Tax Exempt Fund II Limited Partnership.
(Incorporated by reference to Annex A to the Preliminary
Prospectus/Information Statement included in the Form S-4
Registration Statement (file No. 333-51154) of Apartment
Investment and Management Company filed on December 1,
2000).
23.1 Consent of Reznick Fedder & Silverman. (Previously filed
as Exhibit 23.1 to Amendment No. 1 to this Report).
23.2 Consent of PricewaterhouseCoopers LLP. (Previously filed
as Exhibit 23.2 to Amendment No. 1 to this Report).
99.1 Combined financial statements of Oxford Holding
Corporation and Subsidiaries, Oxford Realty Financial
Group, Inc. and Subsidiaries, ZIMCO Entities and Oxford
Equities Corporation III for the year ended December 31,
1999 and the eight months ended August 31, 2000 and 1999
(unaudited), together with the Report of Independent
Auditors. (Previously filed as Exhibit 99.1 to Amendment
No. 1 to this Report).
99.2 Combined financial statements of ORFG Operations, L.L.C.
and Subsidiary for the year ended December 31, 1999 and
the eight months ended August 31, 2000 and 1999
(unaudited), together with the Report of Independent
Auditors. (Previously filed as Exhibit 99.2 to Amendment
No. 1 to this Report).
99.3 Combined financial statements of OXPARC L.L.C. for the
year ended December 31, 1999 and the eight months ended
August 31, 2000 and 1999 (unaudited), together with the
Report of Independent Auditors. (Previously filed as
Exhibit 99.3 to Amendment No. 1 to this Report).
99.4 Combined financial statements of Oxford Realty Financial
Group Properties (Oxford Properties) for the year ended
December 31, 1999 and the eight months ended August 31,
2000 and 1999 (unaudited), together with the Report of
Independent Auditors. (Previously filed as Exhibit 99.4 to
Amendment No. 1 to this Report).
99.5 Financial Statements of Oxford Tax Exempt Fund II Limited
Partnership for the year ended December 31, 1999, together
with the Report of Independent Auditors. (Incorporated by
reference from Item 8 of Part II of the Annual Report on
Form 10-K of Oxford Tax Exempt Fund II Limited Partnership
for the year ended December 31, 1999).
99.6 Financial Statements of Oxford Tax Exempt Fund II Limited
Partnership for the nine months ended September 30, 2000
(unaudited). (Incorporated by reference from Item I of
Part I of the Quarterly Report on Form 10-Q of Oxford Tax
Exempt Fund II Limited Partnership for the quarter ended
September 30, 2000).
99.7 Pro Forma Financial Information of Apartment Investment
and Management Company.
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