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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) August 16, 1999
AIMCO Properties, L.P.
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(Exact name of registrant as specified in its charter)
MARYLAND 0-24497 84-1275621
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
1873 SOUTH BELLAIRE STREET, SUITE 1700, 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 5. OTHER EVENTS.
On August 16, 1999, AIMCO Properties, L.P. entered into a new secured
$300 million revolving credit facility (the "New Credit Facility") with a
syndicate of banks led by Bank of America, BankBoston, N.A., and First Union
National Bank. The New Credit Facility includes a swing line of up to $30
million. AIMCO Properties, L.P. is the borrower under the New Credit Facility,
but all obligations thereunder are guaranteed by Apartment Investment and
Management Company ("AIMCO") and certain of its subsidiaries. The obligations
under the New Credit Facility are secured by certain assets of AIMCO Properties,
L.P. The annual interest rate under the New Credit Facility 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 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 New Credit Facility expires on July 31, 2001 unless
extended at the discretion of AIMCO Properties, L.P., 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 New Credit Facility
require AIMCO to maintain a ratio of debt to gross asset value of no more than
0.55 to 1.0, a ratio of total obligations (debt plus preferred stock) to gross
asset value of no more than 0.65 to 1.0, and an interest coverage ratio of 2.25
to 1.0, and a fixed charge coverage ratio of at least 1.7 to 1.0 through
September 31, 1999 and 1.75 to 1.0 thereafter. In addition, the New 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
contains other financial covenants.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
The following exhibits are filed with this report:
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Exhibit Number Description
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10.1 Credit Agreement (Secured Revolving Credit
Facility), dated as of August 16, 1999,
among AIMCO Properties, L.P., Bank of
America, Bank Boston, N.A., and First Union
National Bank. (Exhibit 10.1 to AIMCO's
Current Report on Form 8-K, dated September
7, 1999, is incorporated herein by this
reference.)
10.2 Borrower Pledge Agreement, dated as of
August 16, 1999, between AIMCO Properties,
L.P. and Bank of America. (Exhibit 10.2 to
AIMCO's Current Report on Form 8-K, dated
September 7, 1999, is incorporated herein by
this reference.)
10.3 Form of Committed Loan Note, issued by AIMCO
Properties, L.P., to Bank of America,
BankBoston, N.A., and First Union National
Bank. (Exhibit 10.3 to AIMCO's Current
Report on Form 8-K, dated September 7, 1999,
is incorporated herein by this reference.)
10.4 Form of Swing Line Note, issued by AIMCO
Properties, L.P. to Bank of America,
BankBoston, N.A., and First Union National
Bank. (Exhibit 10.4 to AIMCO's Current
Report on
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Form 8-K, dated September 7, 1999, is
incorporated herein by this reference.)
10.5 Form of Payment Guaranty, by Apartment
Investment and Management Company, AIMCO/NHP
Holdings, Inc., NHP A&R Services, Inc., and
NHP Management Company. (Exhibit 10.5 to
AIMCO's Current Report on Form 8-K, dated
September 7, 1999, is incorporated herein by
this reference.)
10.6 Form of Payment Guaranty of Non-Preferred
Stock Subsidiaries. (Exhibit 10.6 to AIMCO's
Current Report on Form 8-K, dated September
7, 1999, is incorporated herein by this
reference.)
10.7 Form of Intra-Company Subordination
Agreement, by and among AIMCO Properties,
L.P., Bank of America, BankBoston, N.A., and
First Union National Bank. (Exhibit 10.7 to
AIMCO's Current Report on Form 8-K, dated
September 7, 1999, 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 thereunto duly authorized.
Dated: September 7, 1999
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.
its General Partner
By: /s/Patrick J. Foye
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Executive Vice-President
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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10.1 Credit Agreement (Secured Revolving Credit
Facility), dated as of August 16, 1999,
among AIMCO Properties, L.P., Bank of
America, Bank Boston, N.A., and First Union
National Bank. (Exhibit 10.1 to AIMCO's
Current Report on Form 8-K, dated September
7, 1999, is incorporated herein by this
reference.)
10.2 Borrower Pledge Agreement, dated as of
August 16, 1999, between AIMCO Properties,
L.P. and Bank of America. (Exhibit 10.2 to
AIMCO's Current Report on Form 8-K, dated
September 7, 1999, is incorporated herein by
this reference.)
10.3 Form of Committed Loan Note, issued by AIMCO
Properties, L.P., to Bank of America,
BankBoston, N.A., and First Union National
Bank. (Exhibit 10.3 to AIMCO's Current
Report on Form 8-K, dated September 7, 1999,
is incorporated herein by this reference.)
10.4 Form of Swing Line Note, issued by AIMCO
Properties, L.P. to Bank of America,
BankBoston, N.A., and First Union National
Bank. (Exhibit 10.4 to AIMCO's Current
Report on Form 8-K, dated September 7,
1999, is incorporated herein by this
reference.)
10.5 Form of Payment Guaranty, by Apartment
Investment and Management Company, AIMCO/NHP
Holdings, Inc., NHP A&R Services, Inc., and
NHP Management Company. (Exhibit 10.5 to
AIMCO's Current Report on Form 8-K, dated
September 7, 1999, is incorporated herein by
this reference.)
10.6 Form of Payment Guaranty of Non-Preferred
Stock Subsidiaries. (Exhibit 10.6 to AIMCO's
Current Report on Form 8-K, dated September
7, 1999, is incorporated herein by this
reference.)
10.7 Form of Intra-Company Subordination
Agreement, by and among AIMCO Properties,
L.P., Bank of America, BankBoston, N.A., and
First Union National Bank. (Exhibit 10.7 to
AIMCO's Current Report on Form 8-K, dated
September 7, 1999, is incorporated herein by
this reference.)
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Certain schedules and supplemental materials to the exhibits have been
omitted but will be provided to the Securities and Exchange Commission upon
request.
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