-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G7kk9a3iVf2JPuJWitb94ENTgwJITB7nJJAZetobKQ860O+quGXS1kjW7fXEqWke YoTOB5otK4GdRF0+dO7+3A== 0000895345-03-000072.txt : 20030213 0000895345-03-000072.hdr.sgml : 20030213 20030213143319 ACCESSION NUMBER: 0000895345-03-000072 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APARTMENT INVESTMENT & MANAGEMENT CO CENTRAL INDEX KEY: 0000922864 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 841259577 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47692 FILM NUMBER: 03558655 BUSINESS ADDRESS: STREET 1: COLORADO CENTER TOWER TWO STREET 2: 2000 S COLORADO BLVD STE 2-1000 CITY: DENVER STATE: CO ZIP: 80222-4348 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: COLORADO CENTER TOWER TWO STREET 2: 2000 S COLORADO BLVD STE 2-1000 CITY: DENVER STATE: CO ZIP: 80222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GE CAPITAL EQUITY INVESTMENTS INC CENTRAL INDEX KEY: 0001093083 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 061268495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 120 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033576839 MAIL ADDRESS: STREET 1: 120 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 SC 13G/A 1 bh13ga-apartmt.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* APARTMENT INVESTMENT AND MANAGEMENT COMPANY - ------------------------------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE - ------------------------------------------------------------------------------- (Title of Class of Securities) 03748R101 ------------------------------------------------------------------- (CUSIP Number) MAY 6, 2002 ------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). *SEE INSTRUCTIONS BEFORE FILLING OUT SCHEDULE 13G CUSIP No. 03748R101 Page 2 of 11 Pages 1 NAME OF REPORTING PERSON /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GE CAPITAL EQUITY INVESTMENTS, INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, U.S.A. NUMBER OF 5 SOLE VOTING POWER 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY 3,249,426 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 8 SHARED DISPOSITIVE POWER WITH 3,249,426 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,249,426 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.76% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 03748R101 Page 3 of 11 Pages 1 NAME OF REPORTING PERSON /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC CAPITAL CORPORATION 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK, U.S.A. NUMBER OF 5 SOLE VOTING POWER 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY 3,249,426 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 8 SHARED DISPOSITIVE POWER WITH 3,249,426 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,249,426 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.76% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 03748R101 Page 4 of 11 Pages 1 NAME OF REPORTING PERSON /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC CAPITAL SERVICES, INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, U.S.A. NUMBER OF 5 SOLE VOTING POWER 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY DISCLAIMED. SEE 9 BELOW. OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 8 SHARED DISPOSITIVE POWER WITH DISCLAIMED. SEE 9 BELOW. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED. 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) DISCLAIMED. SEE 9 ABOVE. 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 03748R101 Page 5 of 11 Pages 1 NAME OF REPORTING PERSON /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC COMPANY 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK, U.S.A. NUMBER OF 5 SOLE VOTING POWER 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY DISCLAIMED. SEE 9 BELOW. OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 8 SHARED DISPOSITIVE POWER WITH DISCLAIMED. SEE 9 BELOW. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED. 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) DISCLAIMED. SEE 9 ABOVE. 12 TYPE OF REPORTING PERSON* CO Item 1. (a) NAME OF ISSUER: Apartment Investment and Management Company (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: Colorado Center, Tower Two 2000 South Colorado Boulevard Suite 2-1000 Denver, Colorado 80222 Item 2. 1. (a) - (c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND CITIZENSHIP: GE Capital Equity Investments, Inc. 120 Long Ridge Road Stamford, Connecticut 06927 Citizenship: Delaware (d) TITLE OF CLASS OF SECURITIES: Class A Common Stock, par value $0.01 per share (e) CUSIP NUMBER: 03748R101 2. (a) - (c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND CITIZENSHIP: General Electric Capital Corporation 260 Long Ridge Road Stamford, Connecticut 06927 Citizenship: New York (d) TITLE OF CLASS OF SECURITIES: Class A Common Stock, par value $0.01 per share (e) CUSIP NUMBER: 03748R101 3. (a) - (c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND CITIZENSHIP: General Electric Capital Services, Inc. 260 Long Ridge Road Stamford, Connecticut 06927 Citizenship: Delaware (d) TITLE OF CLASS OF SECURITIES: Class A Common Stock, par value $0.01 per share (e) CUSIP NUMBER: 03748R101 4. (a) - (c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND CITIZENSHIP: General Electric Company 3135 Easton Turnpike Fairfield, Connecticut 06431 Citizenship: New York (d) TITLE OF CLASS OF SECURITIES: Class A Common Stock, par value $0.01 per share (e) CUSIP NUMBER: 03748R101 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b), OR (c) CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (15 U.S.C. 80a-8); (e) [ ] An investment advisor in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person, in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H) Item 4. OWNERSHIP: 1. GE Capital Equity Investments, Inc. (a) AMOUNT BENEFICIALLY OWNED: 3,249,426 shares of Common Stock (b) PERCENT OF CLASS: 3.76% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 3,249,426 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 3,249,426 2. General Electric Capital Corporation (a) AMOUNT BENEFICIALLY OWNED: 3,249,426 shares of Common Stock (b) PERCENT OF CLASS: 3.76% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 3,249,426 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 3,249,426 3. General Electric Capital Services, Inc. (a) AMOUNT BENEFICIALLY OWNED: Beneficial ownership of all shares is disclaimed. (b) PERCENT OF CLASS: Disclaimed. See (a) above. (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: Disclaimed. See (a) above. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: Disclaimed. See (a) above. 4. General Electric Company (a) AMOUNT BENEFICIALLY OWNED: Beneficial ownership of all shares is disclaimed. (b) PERCENT OF CLASS: Disclaimed. See (a) above. (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: Disclaimed. See (a) above. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: Disclaimed. See (a) above. Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: This statement is being filed to report that, as of the date of this report, the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities. Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not applicable. Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable. Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: See Exhibit 1 for Joint Filing Agreement. Item 9. NOTICES OF DISSOLUTION OF GROUP: Not applicable. Item 10. CERTIFICATION: Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 13, 2003 GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Jonathan K. Sprole ----------------------------- Name: Jonathan K. Sprole Title: Managing Director GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Robert E. Pfeiffer ----------------------------- Name: Robert E. Pfeiffer Title: Vice President GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Kevin Korsh ----------------------------- Name: Kevin Korsh Title: Attorney-in-Fact* GENERAL ELECTRIC COMPANY By: /s/ Kevin Korsh ----------------------------- Name: Kevin Korsh Title: Attorney-in-Fact** * Filed Pursuant to a Power of Attorney Attached as Exhibit 2 to this Schedule 13G. ** Filed Pursuant to a Power of Attorney Attached as Exhibit 3 to this Schedule 13G. EX-99.1 3 apartment-exh1.txt EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any further amendments to the Schedule 13G with respect to beneficial ownership by the undersigned of shares of the Class A Common Stock, par value $0.01 per share, of Apartment Investment and Management Company, are being filed on behalf of each of the undersigned in accordance with Rule 13D-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: February 13, 2003 GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Jonathan K. Sprole ----------------------------- Name: Jonathan K. Sprole Title: Managing Director GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Robert E. Pfeiffer ----------------------------- Name: Robert E. Pfeiffer Title: Vice President GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Kevin Korsh ----------------------------- Name: Kevin Korsh Title: Attorney-in-Fact* GENERAL ELECTRIC COMPANY By: /s/ Kevin Korsh ----------------------------- Name: Kevin Korsh Title: Attorney-in-Fact** * Filed Pursuant to a Power of Attorney Attached as Exhibit 2 to this Schedule 13G. ** Filed Pursuant to a Power of Attorney Attached as Exhibit 3 to this Schedule 13G. EX-99.2 4 apartment-exh2.txt EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY The undersigned, General Electric Capital Services, Inc., a Delaware corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Iain MacKay Barbara J. Gould Michael A. Gaudino Peter J. Muniz Robert O. O'Reilly, Sr. Robert L. Lewis Murry K. Stegelmann Wendy E. Ormond J. Gordon Smith Amy Fisher James Ungari Mark F. Mylon Preston Abbott Nelson Gonzalez Barbara Lane Ricardo Silva Leon E. Roday Michael E. Pralle Ward Bobitz Joseph E. Parsons Patricia Merrill Mark D. Kaplow John L. Flannery Stewart Koenigsberg Daniel Janki Kevin Korsh Jonathan K. Sprole Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation, General Electric Capital Corporation or any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgements, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless sooner revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2004. IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 13th day of March, 2002. General Electric Capital Services, Inc. (Corporate Seal) By: /s/ Nancy E. Barton ------------------------------ Nancy E. Barton, Senior Vice President Attest: /s/ Brian T. McAnaney - ----------------------------- Brian T. McAnaney, Assistant Secretary EX-99.3 5 apartment-exh3.txt EXHIBIT 3 Exhibit 3 POWER OF ATTORNEY The undersigned, General Electric Company, a New York corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Joan C. Amble Daniel Janki Nancy E. Bartou Jonathan K. Sprole Kathryn A. Cassidy Barbara J. Gould Iain MacKay Peter J. Muniz Leon E. Roday Robert L. Lewis Ward Bobitz Wendy E. Ormond Patricia Merrill Amy Fisher Michael A. Gaudino Mark F. Mylon Robert O. O'Reilly, Sr. Nelson Gonzalez Preston Abbott Ricardo Silva Barbara Lane Michael E. Pralle Murry K. Stegelmann Joseph E. Parsons James Ungari Mark D. Kaplow J. Gordon Smith Stewart Koenigsberg John L. Flannery Kevin Korsh Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by General Electric Capital Services, Inc., General Electric Capital Corporation or any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgements, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless sooner revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2004. IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 12th day of March, 2002. General Electric Company (Corporate Seal) By: /s/ Philip D. Ameen ----------------------------- Philip D. Ameen, Vice President Attest: /s/ Robert E. Healing - ---------------------------- Robert E. Healing, Attesting Secretary -----END PRIVACY-ENHANCED MESSAGE-----