0000950123-10-107556.txt : 20110401 0000950123-10-107556.hdr.sgml : 20110401 20101119212045 ACCESSION NUMBER: 0000950123-10-107556 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101119 FILER: 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: CORRESP BUSINESS ADDRESS: STREET 1: 4582 S ULSTER ST PARKWAY CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 4582 S ULSTER ST PARKWAY CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIMCO PROPERTIES LP CENTRAL INDEX KEY: 0000926660 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 841275621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4582 S ULSTER ST PARKWAY STREET 2: SUITE 1100 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 4582 S ULSTER ST PARKWAY STREET 2: SUITE 1100 CITY: DENVER STATE: CO ZIP: 80237 CORRESP 1 filename1.htm corresp
[SASMF Letterhead]
November 19, 2010
VIA EDGAR
Tom Kluck
Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
         
 
  Re:   Consolidated Capital Institutional Properties, LP
 
      Amendment No. 1 to Schedule 13E-3
 
      Filed on October 25, 2010
 
       File No. 005-47009
 
     
 
      AIMCO Properties, L.P.
 
      Amendments No. 1 and 2 to Form S-4
 
      Filed on October 25, 2010 and October 28, 2010
 
      File No. 333-169353-01
 
        
 
       
Dear Mr. Kluck:
     On behalf of Apartment Investment and Management Company, a Maryland corporation (the “Company” or “Aimco”), we are submitting this letter in response to your letter to John Bezzant, dated November 5, 2010, regarding (i) Amendment No. 1 to Schedule 13E-3, file No. 005-47009 (the “Schedule 13E-3”), filed with the Securities and Exchange Commission (the “Commission”) on October 25, 2010, by Consolidated Capital Institutional Properties, LP, AIMCO Properties, L.P. (“Aimco OP”), AIMCO-GP, Inc., Aimco, AIMCO IPLP, L.P., AIMCO/IPT, Inc., Cooper River Properties, L.L.C., Reedy River Properties, L.L.C. and AIMCO CCIP Merger Sub LLC, and (ii) Amendments No. 1 and 2 to Aimco OP’s Registration Statement on Form S-4, file No. 333-169353-01, filed with the Commission on October 25, 2010 and October 28, 2010 (the “Form S-4”).
     For your convenience, your comments are set forth below, followed by the Company’s responses. References to page numbers correspond to the page numbers in the Form S-4.

 

 

1.   We reissue prior comment 5; certain disclosure responsive to Items 7, 8, and 9 of Schedule 13E-3 is still incorporated by reference from sections other than the “Special Factors” section of the prospectus. Please revise the S-4 so that all disclosure responsive to Items 7, 8, and 9 of Schedule 13E-3 is included in the Special Factors section of the prospectus. See Exchange Act Rule 13e-3(e)(1)(ii).
 
    Response: We have revised the Schedule 13E-3 as requested.
 
2.   We have reviewed your response to comment 1 in our letter dated October 5, 2010. Please note that in order to calculate whether condition I.B.1. of the Instructions to Form S-3 has been met, your equity must be traded on a public market, such as an exchange. Refer to Securities Act Forms C&DI Question 116.08 available on our website at http://www.sec.gov/divisions/corpfin/guidance/safinterp.htm. While we note that Apartment Investment and Management Company shares are traded on the New York Stock Exchange, it does not appear that the shares of AIMCO Properties, L.P. are listed on a public market. Please provide an analysis of another way AIMCO Properties, L.P. meets the eligibility requirements of Form S-3. In the alternative, please revise your Form S-4 to remove the information required under Items 10 and 11 for AIMCO Properties, L.P. that was incorporated by reference and provide the required disclosure on Form S-4 for AIMCO.
     Response: We have revised the Form S-4 to remove the information required under Items 10 and 11 for Aimco OP that was incorporated by reference and have provided the required disclosure.
3.   We reissue prior comment 19; please include disclosure following the bullet points explaining why you determined that the benefits of the proposed merger outweighed the costs and risks. See Item 1014(b) of Regulation M-A.
 
    Response: We have revised the disclosure as requested.
 
4.   Please update the financial statements included in the proxy statement/prospectus to reflect the financial results for the third quarter.
 
    Response: We have revised the disclosure as requested.
 
5.   We note your revised disclosure in response to prior comment 27. Please summarize the collateral securing Aimco OP’s Amended and Restated Senior Secured Credit Agreement. Sec Item 1007(d)(1) of Regulation M-A.
 
    Response: We have revised the disclosure as requested.
 
6.   We reissue prior comment 29.
 
    Response: We have revised the disclosure as requested.
     If you have any questions regarding the foregoing, please contact Jonathan Friedman at (213) 687-5396 or the undersigned at (213) 687-5618.

 

 

Respectfully yours,
/s/ Michael Moulton
Michael Moulton
     
cc:
  John Bezzant
 
  Derek McCandless