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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 3
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 2, 1998
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AIMCO Properties, L.P.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-24497 84-1275621
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
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
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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 March 31, 1998, AIMCO Properties, L.P., a Delaware limited
partnership ("AIMCO Properties"), a subsidiary limited partnership of Apartment
Investment and Management Company, a Maryland corporation ("AIMCO"), acquired:
(a) the Casa Anita Apartments located in Phoenix, Arizona from an unrelated
third party for approximately $7.4 million (which included approximately $3.3
million of limited partnership units ("OP Units") of AIMCO Properties and the
assumption of approximately $4.1 million of debt in favor of Federal National
Mortgage Association ("FNMA")), (b) the San Marina Apartments located in
Phoenix, Arizona from an unrelated third party for approximately $12.7 million
(which included approximately $4.7 million of OP Units and the assumption of
approximately $8.0 million of debt in favor of FNMA), (c) the Rio Cancion
Apartments located in Tucson, Arizona from an unrelated third party for
approximately $18.7 million (which included approximately $5.6 million of OP
Units and the assumption of approximately $13.1 million of debt in favor of
FNMA), (d) the Sundown Village Apartments in Tucson, Arizona from an unrelated
third party for approximately $14.6 million (which included approximately $6.1
million of OP Units and the assumption of approximately $8.5 million of debt in
favor of FNMA), and (e) the Cobble Creek Apartments located in Tucson, Arizona
from an unrelated third party for approximately $8.6 million (which included
approximately $1.6 million of OP Units and the assumption of approximately $7.0
million of debt in favor of FNMA). These five garden-style apartment communities
have an average age of 14 years and contain an aggregate of 1,633 apartment
units. The three apartment communities located in Tucson have 1,010 units and
the two apartment communities located in Phoenix have 623 units.
AIMCO and AIMCO Properties, in assessing this transaction, considered a
number of factors related to revenue, including, but not limited to: i)
historical operating information; ii) the availability of comparable
properties; and iii) local apartment occupancy rates in the Tucson and Phoenix
areas. AIMCO and AIMCO Properties, in assessing this transaction, also
considered a number of factors related to expenses, including, but not limited
to: i) historical and projected utility, maintenance, tax and payroll expenses;
and ii) anticipated capital expenditures and improvements. After reasonable
inquiry, AIMCO and AIMCO Properties are not aware of any material factors
relating to these five properties, other than those discussed above, that would
cause the reported financial information for such properties not to be
necessarily indicative of future operating results.
In June 1998, AIMCO Properties entered into seven separate Purchase and
Sale Agreements with affiliates of Realty Investment Company, an unrelated third
party, to acquire seven multifamily residential properties. On October 16,
1998, these properties were acquired by newly formed subsidiaries of AIMCO
Properties (the "Partnerships") for an aggregate purchase price of approximately
$41.8 million (exclusive of certain transaction costs), consisting of
approximately $16.8 million in cash and the assumption of approximately $25.0
million in mortgage indebtedness. In consideration of Insignia Properties, L.P.
("IPLP"), an affiliate of AIMCO, providing approximately $17.1 million towards
the purchase price and related transaction costs for such properties, AIMCO
Properties assigned all of its right, title and interest in and to the profits,
distributions, losses and all other economic rights and obligations arising out
of AIMCO Properties' limited partnership interest in the Partnerships to IPLP.
The seven garden-style apartment communities are located in three states, have
an average age of 14 years and contain an aggregate of 1,353 apartment units.
Five of the apartment communities are located in Florida, with 448 units in
Jacksonville, 208 units in Daytona Beach, 120 units in Melbourne and 216 units
in Palm Bay. One apartment community with 137 units is located in Hemet,
California and one apartment community with 224 units is located in Stone
Mountain, Georgia.
In July 1998, AIMCO Properties entered into two separate Acquisition
Agreements with affiliates of Realty Investment Company to acquire the
partnership interests in two limited partnerships that each own a multifamily
residential property. One of these transactions closed on December 31, 1998. In
that transaction, AIMCO Properties acquired a 99.99% partnership interest and
AIMCO Holdings, L.P., a Delaware limited partnership and a subsidiary of AIMCO,
acquired a 0.01% partnership interest in The Bluffs Development Partnership, an
Indiana limited partnership. The Bluffs Development Partnership wholly owns The
Bluffs Apartments, a garden-style apartment community with 181 units located in
Lafayette, Indiana that was built in 1986. The purchase price was approximately
$5.6 million, consisting of approximately $1.64 million in cash, approximately
$360,000 of OP Units and approximately $3.6 million of mortgage debt.
AIMCO and AIMCO Properties, in assessing this transaction, considered a
number of factors related to revenue, including, but not limited to: i)
historical operating information; ii) the availability of comparable properties;
and iii) local apartment occupancy rates. AIMCO and AIMCO Properties, in
assessing this transaction, also considered a number of factors related to
expenses, including, but not limited to: i) historical and projected utility,
maintenance, tax and payroll expenses; and ii) anticipated capital expenditures
and improvements. After reasonable inquiry, AIMCO and AIMCO Properties are not
aware of any material factors relating to these eight properties, other than
those discussed above, that would cause the reported financial information for
such properties not to be necessarily indicative of future operating results.
The second Acquisition Agreement entered into in July 1998 with
affiliates of Realty Investment Company related to the acquisition of the
partnership interests in LaValle Property Associates Limited Partnership, a
Maryland limited partnership, which owns Seven Springs Village, a garden-style
apartment complex located in College Park, Maryland. On January 29, 1999, AIMCO
Properties exercised its right to terminate this Acquisition Agreement.
On September 24, 1998, AIMCO Properties acquired a 99.77% partnership
interest and AIMCO Holdings acquired a 0.23% partnership interest in Brandon
Lake, Ltd., a Florida limited partnership, which wholly owns the Sun Lake
Apartments located in Brandon, Florida, from a related party for approximately
$4.2 million (which included $2.4 million in cash and $1.8 million OP units).
The garden-style community was approximately 17 years old and contained 88
apartment units.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Combined Historical Summary of Gross Income and Direct Operating
Expenses of the Cirque Apartment Communities for the year ended December 31,
1997 and the three months ended March 31, 1998 (unaudited) together with the
Report of Independent Auditors (included as Exhibit 99.1 to this Report and
incorporated herein by reference).
Combined Historical Summary of Gross Income and Direct Operating
Expenses of the Realty Apartment Investment Communities I for the year ended
December 31, 1997 and the nine months ended September 30, 1998 (unaudited),
together with the Independent Auditors' Report (included as Exhibit 99.2 to this
Report and incorporated herein by this reference).
Combined Historical Summary of Gross Income and Direct Operating
Expenses of the Realty Apartment Investment Communities II for the year ended
December 31, 1997 and the nine months ended September 30, 1998 (unaudited),
together with the Independent Auditors' Report (included as Exhibit 99.3 to this
Report and incorporated herein by this reference).
Historical Summary of Gross Income and Direct Operating Expenses of Sun
Lake Apartments for the years ended December 31, 1997, 1996 and 1995 and the
nine months ended September 30, 1998 (unaudited), together with the Independent
Auditors' Report (included as Exhibit 99.5 to this Report and incorporated
herein by this reference).
(b) Pro Forma Information
The required pro forma financial information is included as Exhibit
99.4 to this Report and incorporated herein by this reference.
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(c) Exhibits
The following exhibits are filed with this report:
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Beers & Cutler PLLC.
23.3 Consent of Beers & Cutler PLLC.
23.4 Consent of Ernst & Young LLP.
*99.1 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Cirque Apartment Communities for the year ended
December 31, 1997 and the three months ended March 31, 1998
(unaudited), together with the Report of Independent Auditors.
*99.2 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Realty Investment Apartment Communities I for the year
ended December 31, 1997 and the nine months ended September 30, 1998
(unaudited), together with the Independent Auditors' Report.
*99.3 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Realty Investment Apartment Communities II for the year
ended December 31, 1997 and the nine months ended September 30, 1998
(unaudited), together with the Independent Auditors' Report.
*99.4 Pro Forma Financial Information of Apartment Investment and Management
Company.
*99.5 Historical Summary of Gross Income and Direct Operating Expenses of Sun
Lake Apartments for the years ended December 31, 1997, 1996 and 1995
and the nine months ended September 30, 1998 (unaudited), together
with the Independent Auditors' Report.
</TABLE>
* Previously filed
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AIMCO Properties, L.P.
By: AIMCO-GP, Inc.
its General Partner
Date: February 11, 1999 By: /s/ Troy Butts
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Troy Butts
Senior Vice President,
Chief Financial Officer
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EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K/A
<TABLE>
<CAPTION>
Sequentially
Exhibit
Number Description
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<S> <C>
23.1 Consent of Ernst & Young LLP
23.2 Consent of Beers & Cutler PLLC
23.3 Consent of Beers & Cutler PLLC
23.4 Consent of Ernst & Young LLP
*99.1 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Cirque Apartment Communities for the year ended
December 31, 1997 and the three months ended March 31, 1998
(unaudited), together with the Report of Independent Auditors.
*99.2 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Realty Investment Apartment Communities I for the year
ended December 31, 1997 and the nine months ended September 30, 1998
(unaudited), together with the Independent Auditors' Report.
*99.3 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Realty Investment Apartment Communities II for the year
ended December 31, 1997 and the nine months ended September 30, 1998
(unaudited), together with the Independent Auditors' Report.
*99.4 Pro Forma Financial Information of Apartment Investment and Management
Company.
*99.5 Historical Summary of Gross Income and Direct Operating Expenses of Sun
Lake Apartments for the years ended December 31, 1997, 1996 and 1995
and the nine months ended September 30, 1998 (unaudited), together with
the Independent Auditors' Report.
</TABLE>
*Previously filed
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion in this Current Report on Form 8-K (dated November
2, 1998) filed with the Securities and Exchange Commission by AIMCO Properties,
L.P. of our report dated June 26, 1998 with respect to the audit of the
Historical Summary of Gross Income and Direct Operating Expenses of Cirque
Apartment Communities included as Exhibit 99.1 to the Form 8-K/A Amendment No.
3.
We also consent to the incorporation by reference of such report in AIMCO
Properties, L.P.'s Registration Statement on Form S-3 (No. 333-61409) filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Denver, Colorado
February 9, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion in this Current Report on Form 8-K (dated November
2, 1998) filed with the Securities and Exchange Commission by AIMCO Properties,
L.P. of our report dated February 11, 1998, except for Note 1 as to which the
date is October 16, 1998, with respect to the audit of the Historical Summary of
Gross Income and Direct Operating Expenses of Realty Apartment Communities I
included as Exhibit 99.2 to the Form 8-K/A Amendment No. 3.
We also consent to the incorporation by reference of such report in AIMCO
Properties, L.P.'s Registration Statement on Form S-3 (No. 333-61409) filed with
the Securities and Exchange Commission.
/s/ BEERS & CUTLER PLLC
Washington, D.C.
February 9, 1999
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EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion in this Current Report on Form 8-K (dated November
2, 1998) filed with the Securities and Exchange Commission by AIMCO Properties,
L.P. of our report dated January 28, 1998, except for Note 1 as to which the
date is July 24, 1998, with respect to the audit of the Historical Summary of
Gross Income and Direct Operating Expenses of Realty Apartment Communities II
included as Exhibit 99.3 to the Form 8-K/A Amendment No. 3.
We also consent to the incorporation by reference of such report in AIMCO
Properties, L.P.'s Registration Statement on Form S-3 (No. 333-61409) filed with
the Securities and Exchange Commission.
/s/ BEERS & CUTLER PLLC
Washington, D.C.
February 9, 1999
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EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion in this Current Report on Form 8-K (dated November
2, 1998) filed with the Securities and Exchange Commission by AIMCO Properties,
L.P. of our report dated March 27, 1998, except for Note 1, as to which the date
is September 24, 1998 with respect to the audit of the Historical Summary of
Gross Income and Direct Operating Expenses of Sun Lake Apartments included as
Exhibit 99.5 to the Form 8-K/A Amendment No. 3.
We also consent to the incorporation by reference of such report in AIMCO
Properties, L.P.'s Registration Statement on Form S-3 (No. 333-61409) filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Indianapolis, Indiana
February 9, 1999
