-----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, HSbYDr8TWSeSE1PIhqgO/ZiJmeSk2DZC9DNc3LQdZNtvo2YlpPjESYWgzPnMLjuH /qtfRLtEJNef4sTVs1Q6Uw== /in/edgar/work/20000628/0000950134-00-005335/0000950134-00-005335.txt : 20000920 0000950134-00-005335.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950134-00-005335 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APARTMENT INVESTMENT & MANAGEMENT CO CENTRAL INDEX KEY: 0000922864 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 841259577 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-13232 FILM NUMBER: 662355 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 11-K 1 e11-k.txt FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 1-13232 APARTMENT INVESTMENT AND MANAGEMENT COMPANY 401(k) RETIREMENT PLAN (FULL TITLE OF THE PLAN) APARTMENT INVESTMENT AND MANAGEMENT COMPANY 2000 COLORADO BOULEVARD, TOWER TWO, SUITE 2-1000 DENVER, COLORADO 80222 (NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE) 2 Financial Statements and Schedules Apartment Investment and Management Company (Formerly National Corporation for Housing Partnerships Amended and Restated) 401(k) Retirement Plan December 31, 1999 and 1998 and for the year ended December 31, 1999 CONTENTS Report of Independent Public Accountants........................................3 Audited Financial Statements....................................................4 Statements of Net Assets Available for Benefits.................................4 Statements of Changes in Net Assets Available for Benefits......................5 Notes to Financial Statements...................................................6 Schedule Schedule of Assets Held for Investment Purposes at End of Year..................10 Consent of Independent Auditors.................................................11 Signatures......................................................................12
2 3 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS Pension Plan Committee Apartment Investment and Management Company 401(k) Retirement Plan We have audited the accompanying statements of net assets available for benefits of Apartment Investment and Management Company (formerly National Corporation for Housing Partnerships Amended and Restated) 401(k) Retirement Plan (Plan) as of December 31, 1999 and 1998 and for the year ended December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998 and the changes in its net assets available for benefits for the year ended December 31, 1999 in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes as of December 31, 1999 is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Indianapolis, Indiana June 9, 2000 3 4 Apartment Investment and Management Company (Formerly National Corporation for Housing Partnerships Amended and Restated) 401(k) Retirement Plan Statements of Net Assets Available for Benefits
DECEMBER 31 1999 1998 ------------ ------------ ASSETS: Investments, at fair value $ 75,592,284 $ 63,161,061 Contributions receivable: Employee contribution receivable 99,711 319,439 Employer contribution receivable 54,114 123,339 ------------ ------------ 153,825 442,778 ------------ ------------ Total assets 75,746,109 63,603,839 LIABILITY: Participant refunds payable 168,656 -- ------------ ------------ Net assets available for benefits $ 75,577,453 $ 63,603,839 ============ ============
See accompanying notes. 4 5 Apartment Investment and Management Company (Formerly National Corporation for Housing Partnerships Amended and Restated) 401(k) Retirement Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 1999 Additions: Employee contributions $ 6,879,982 Employer contributions 2,608,747 Rollover contributions 327,355 ------------ 9,816,084 Net appreciation in fair value of investments 6,404,054 Interest and dividend income 5,258,178 ------------ Total additions 21,478,316 Deductions Benefits Payments 9,163,535 Participant refunds 168,656 Administrative expenses 172,511 ------------ Total deductions 9,504,702 Net increase 11,973,614 Net assets available for benefits at the beginning of the year 63,603,839 ------------ Net assets available for benefits at the end of the year $ 75,577,453 ============
See accompanying notes 5 6 Apartment Investment and Management Company (Formerly National Corporation for Housing Partnerships Amended and Restated) 401(k) Retirement Plan Notes to Financial Statements December 31, 1999 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The accompanying financial statements of the Apartment Investment and Management Company 401(k) Retirement Plan (the "Plan") are presented on the accrual basis of accounting. INVESTMENTS Investments other than participant loans are valued at fair value as determined by reference to quoted market values. The participant loans are valued at their outstanding balances, which approximate fair value. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated October 31, 1989, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan was amended and restated, effective January 1, 1999. The Plan administrator believes that the Plan, as amended and restated, continues to operate in compliance with the applicable requirements of the Code and, therefore, believes the Plan continues to be qualified and the related trust is tax exempt. RECLASSIFICATION Certain amounts in the 1998 financial statements have been reclassified to conform to the 1999 presentation. 2. DESCRIPTION OF THE PLAN The following description of the Plan provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions. The Plan is a defined contribution plan that was established for all eligible employees of the National Corporation for Housing Partnerships (NHP). As a result of the 1997 merger with AIMCO/NHP Acquisition Corp., NHP is now a wholly owned subsidiary of Apartment Investment and Management Company (AIMCO). Consequently, effective January 1, 1998, AIMCO assumed sponsorship of the Plan and the Plan was renamed Apartment Investment and Management Company 401(k) Retirement Plan. Employees become eligible to participate when they have reached the age of 18 and have worked for the Company (AIMCO) for a six-month period. Participants may elect to contribute to the Plan from 1% to 20% of their compensation on a pretax basis, subject to certain statutory limitations. The Company, at its discretion, may match 50% of the participants' contribution, up to 6% of compensation deferral. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). 6 7 Each participant's account is credited with the participant's contributions, allocations of the Company's contributions, and Plan earnings. The benefit to which a participant is entitled is the account balance at the time of distribution. Participants are immediately vested in their voluntary contributions. The Company's matching contributions are fully vested after three years of service. Upon withdrawal, the nonvested portion of a participant's account will be used by the Company to reduce the next employer contribution or pay expenses of the Plan. During 1999 and 1998, forfeited balances of terminated participants' nonvested accounts were $136,230 and $187,413, respectively. Participants may borrow funds from their own account. Loans are permitted in amounts not to exceed the lesser of $50,000 reduced by the highest outstanding loan balance for the preceding year or 50% of the value of the vested interest in the participant's account. Only one loan is permitted during any twelve month period. Although the Company has not expressed any intent to do so, it has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of termination of the Plan, each participant will become fully vested and will receive a total distribution of their account. 3. INVESTMENTS The Plan's investments are held in trust by Fidelity Management Trust, the trustee of the Plan. The Plan's investments in the various funds (including investments bought, sold, and held during the year) appreciated (depreciated) in fair value as presented in the following table.
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE DURING YEAR -------------- Year ended December 31, 1999: Fair value as determined by quoted market prices: Investments in mutual funds $ 6,320,803 Investments in common collective trust (19,950) Investments in common stocks 103,201 ------------ $ 6,404,054
7 8 Apartment Investment and Management Company (Formerly National Corporation for Housing Partnerships Amended and Restated) 401(k) Retirement Plan Notes to Financial Statements (Continued) 3. INVESTMENTS (CONTINUED) The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows:
DECEMBER 31 1999 1998 ------------ ------------ Fair value determined by quoted market prices: Fidelity Investment Mutual Funds: Magellan Fund $ 13,886,387 $ 10,881,058 Growth Company Fund 9,164,597 4,793,821 Growth and Income Fund 10,975,301 10,788,697 Retirement Money Market Fund 7,456,344 7,437,050 Asset Manager Fund 6,625,164 6,258,780 Equity Income II Fund 5,856,453 6,074,394 Fidelity Management Trust Company common collective trust fund: Managed Income Portfolio Fund 9,404,195 9,332,464
8 9 Apartment Investment and Management Company (Formerly National Corporation for Housing Partnerships Amended and Restated) 401(k) Retirement Plan SCHEDULE 9 10 Apartment Investment and Management Company (Formerly National Corporation for Housing Partnerships Amended and Restated) 401(k) Retirement Plan Schedule H, line 4i - Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999 EIN: 52-1445137 Plan Number: 002
DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, IDENTITY OF ISSUER, BORROWER, RATE OF INTEREST, COLLATERAL, PAR CURRENT LESSOR OR SIMILAR PARTY OR MATURITY VALUE VALUE - ------------------------------------ --------------------------------- ------------- Common Stock: *AIMCO Stock 149,764.74 shares $1,712,846 *Washington National Mortgage Company Stock 2,050.48 shares 11,790 ------------- 1,724,636 *Fidelity Management Trust Company Mutual Funds: Magellan Fund 101,634.98 shares 13,886,387 Growth Company Fund 108,714.08 shares 9,164,597 Growth and Income Fund 232,724.78 shares 10,975,301 Intermediate Bond Fund 267,277.58 shares 2,608,629 Asset Manager Fund 360,455.06 shares 6,625,164 Equity Income II Fund 213,973.44 shares 5,856,453 Aggressive Growth Fund 61,350.45 shares 3,658,327 Diversified International Fund 7,536.51 shares 193,086 Low Price Stock Fund 11,422.37 shares 258,602 Spartan US Equity Index Fund 8,376.71 shares 436,343 Retirement Money Market Fund 7,456,344.43 shares 7,456,344 ------------- 61,119,233 Common Collective Trust: Managed Income Portfolio Fund 9,404,194.84 shares 9,404,195 Participant Loans Interest rates range from 10% to 10.25% 3,344,220 ------------- $75,592,284 =============
*Indicates a party-in-interest to the Plan 10 11 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-57617) pertaining to the Apartment Investment and Management Company (formerly National Corporation for Housing Partnerships Amended and Restated) 401(k) Retirement Plan of our report dated June 9, 2000, with respect to the financial statements and schedules of the Apartment Investment and Management Company (formerly National Corporation for Housing Partnerships Amended and Restated) 401(k) Retirement Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1999. /s/ Ernst & Young LLP Indianapolis, Indiana June 22, 2000 11 12 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 23, 2000 APARTMENT INVESTMENT AND MANAGEMENT COMPANY 401(k) RETIREMENT PLAN By: /s/ MARI AKERS ------------------------------------ Mari Akers Plan Administrator 12 -----END PRIVACY-ENHANCED MESSAGE-----