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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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
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 (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 amends the following items of its
Current Report on Form 8-K, dated September 20, 2000, as set forth below:
ITEM 5. OTHER EVENTS.
Apartment Investment and Management Company ("AIMCO"), AIMCO
Properties, L.P., (the "AIMCO operating partnership"), and AIMCO/OTEF, LLC, a
subsidiary of the AIMCO operating partnership, have entered into a merger
agreement with Oxford Tax Exempt Fund II Limited Partnership ("OTEF"). Pursuant
to the merger agreement, AIMCO/OTEF, LLC will merge into OTEF and OTEF will be
the surviving entity (the "OTEF Merger"). For purposes of the OTEF Merger, each
beneficial assignment interest (a "BAC") in OTEF is valued at $28.20, or a total
of approximately $206 million.
Each BAC, except any BAC held by AIMCO or by OTEF II Associates
Limited Partnership, the associate general partner of OTEF, will be converted
into the right to receive (i) 0.547 shares of AIMCO Class P preferred stock
valued at $25 per share, or $13.675 of Class P preferred stock per BAC, and (ii)
a number of shares of AIMCO Class A common stock equal in value to $14.525,
which is the difference between $28.20 and the value of the Class P preferred
stock to be received. The value per share of Class A common stock will be the
average of the high and low reported sale prices on the New York Stock Exchange
for the Class A common stock for the 20 trading days beginning on the third full
trading day following the first public announcement of the merger, which
announcement occurred on November 30, 2000. However, in no case will a share of
Class A common stock be valued in excess of $50 per share or less than $44 per
share. OTEF will declare a special distribution prior to the merger of $50
million, or $6.21 per BAC.
BACs are traded on the American Stock Exchange (AMEX: OTF) and
the Class A common stock is traded on the New York Stock Exchange (NYSE: AIV).
AIMCO intends to apply to the New York Stock Exchange to list the Class P
preferred stock.
The Class P preferred stock will have a $25 stated liquidation
preference and a dividend rate of 9% per annum, payable quarterly, and will be
convertible into Class A common stock at a conversion price of $56 per share.
AIMCO may redeem the Class P preferred stock at any time the Class A common
stock closing price equals or exceeds $56 per share.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
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. (Exhibit 99.1 to this Report is
incorporated herein by this reference).
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. (Exhibit
99.2 to this Report is incorporated herein by this reference).
Combined financial statements of OXPARC L.L.C.s 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. (Exhibit 99.3 to
this Report is incorporated herein by this reference).
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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. (Exhibit 99.4 to this Report is incorporated
herein by this reference).
Financial Statements of Oxford Tax Exempt Fund II Limited Partnership
for the year ended December 31, 1999, together with the Report of Independent
Auditors. (Exhibit 99.5 to this Report is incorporated herein by this
reference).
Financial Statements of Oxford Tax Exempt Fund II Limited Partnership
for the nine months ended September 30, 2000 (unaudited) (Exhibit 99.6 to this
Report is incorporated herein by this reference).
(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:
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.
23.2 Consent of PricewaterhouseCoopers LLP.
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. (Incorporated by
reference to Exhibit 99.1 to Amendment No. 1 to the Current
Report of Apartment Investment and Management Company, dated
December 4, 2000).
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.
(Incorporated by reference to Exhibit 99.2 to Amendment No.
1 to the Current Report of Apartment Investment and
Management Company, dated December 4, 2000).
99.3 Combined financial statements of OXPARC L.L.C.s for the year
ended December 31, 1999 and the eight months ended August
31, 2000 and 1999 (unaudited), together with the Report
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of Independent Auditors. (Incorporated by reference to
Exhibit 99.3 to Amendment No. 1 to the Current Report of
Apartment Investment and Management Company, dated December
4, 2000).
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. (Incorporated by reference to Exhibit
99.4 to Amendment No. 1 to the Current Report of Apartment
Investment and Management Company, dated December 4, 2000).
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 AIMCO Properties, L.P.
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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: December 4, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.
its General Partner
By: /s/ Paul J. McAuliffe
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Paul J. McAuliffe
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
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.
23.2 Consent of PricewaterhouseCoopers LLP.
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.
(Incorporated by reference to Exhibit 99.1 to
Amendment No. 1 to the Current Report of Apartment
Investment and Management Company, dated December
4, 2000).
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. (Incorporated by
reference to Exhibit 99.2 to Amendment No. 1 to
the Current Report of Apartment Investment and
Management Company, dated December 4, 2000).
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.
(Incorporated by reference to Exhibit 99.3 to
Amendment No. 1 to the Current Report of Apartment
Investment and Management Company, dated December
4, 2000).
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.
(Incorporated by reference to Exhibit 99.4 to
Amendment No. 1 to the Current Report of Apartment
Investment and Management Company, dated December
4, 2000).
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).
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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 AIMCO Properties, L.P.
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