8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) May 25, 2005

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

(Exact name of registrant as specified in its charter)

MARYLAND	1-13232	84-1259577
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation or	File Number)	Identification No.)
organization)

4582 SOUTH ULSTER STREET PARKWAY
SUITE 1100, DENVER, CO 80237
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (303) 757-8101

NOT APPLICABLE

(Former name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.  Entry Into a Material Definitive Agreement.

In connection with Paul J. McAuliffe’s planned transition from chief financial officer of Apartment Investment and Management Company (“Aimco”) to a senior advisory role, which transition is to occur in first quarter 2006 and is described below, as of May 25, 2005, Aimco has agreed to the following with Mr. McAuliffe: (a) for 2005, in addition to his current annual base salary of $350,000, Mr. McAuliffe will receive additional cash payments totaling $2 million, of which $1 million will be paid during the remainder of 2005 and $1 million will be paid in connection with year-end 2005 compensation, which is expected to be paid in first quarter 2006; and (b) for 2006, Aimco will pay Mr. McAuliffe a base salary of $1 million.

ITEM 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)-(c) On May 27, 2005, Aimco announced that Mr. McAuliffe, 49, has elected to step down as chief financial officer in first quarter 2006 to assume a senior advisory role as an executive vice president supporting Aimco in various capital markets activities. Mr. McAuliffe plans to return with his family to his native New Jersey. Mr. McAuliffe has served as Aimco’s chief financial officer since October 1999. Aimco will begin an orderly transition with Thomas M. Herzog, 42, currently Aimco’s chief accounting officer, succeeding Mr. McAuliffe as chief financial officer. Since joining Aimco in January 2004, Mr. Herzog has served as senior vice president and chief accounting officer. Effective July 1, 2005, Mr. Herzog will become executive vice president and chief accounting officer and will assume the chief financial officer title when Mr. McAuliffe assumes his new role in early 2006. Prior to joining Aimco, Mr. Herzog was at GE Real Estate, serving as chief accounting officer and global controller from April 2002 to January 2004 and as chief technical advisor from March 2000 to April 2002. Prior to joining GE Real Estate, Mr. Herzog was at Deloitte & Touche LLP from 1990 to 2000. Neither the terms of Mr. Herzog’s compensation as successor to Mr. McAuliffe, nor the successor to Mr. Herzog in the role of chief accounting officer have been determined.

ITEM 7.01.  Regulation FD Disclosure

On May 27, 2005, Aimco issued a press release announcing the changes described in Item 5.02 above. The press release also discusses the anticipated effect on 2005 funds from operations guidance of the arrangements described in Item 1.01 above. The press release regarding these events is furnished herewith as exhibit 99.1.

ITEM 9.01.  Financial Statements and Exhibits.

(c)   The following exhibits are furnished with this report:

Exhibit Number		Description
	99.1	Press release dated May 27, 2005

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: May 27, 2005

APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
 

/s/ Miles Cortez  

Miles Cortez 

Executive Vice President, General Counsel and Secretary 

Exhibit Index

Exhibit Number		Description
	99.1	Press release dated May 27, 2005

EX-99.1

Exhibit 99.1

Contact: (Media) Patti Shwayder 303-691-4499
(Investor Relations) Jennifer Martin 303-691-4440

APARTMENT INVESTMENT AND MANAGEMENT COMPANY ANNOUNCES
CHIEF FINANCIAL OFFICER CHANGE;
THOMAS M. HERZOG NAMED SUCCESSOR TO PAUL J. MCAULIFFE
EFFECTIVE FIRST QUARTER OF 2006

DENVER, COLORADO, May 27, 2005

Apartment Investment and Management Company (“Aimco”) (NYSE: AIV) today announced that Paul J. McAuliffe will step down as chief financial officer (CFO) in the first quarter of 2006. Aimco will begin an orderly transition with Thomas M. Herzog, currently Aimco’s chief accounting officer, succeeding Mr. McAuliffe as CFO. Mr. McAuliffe plans to return with his family to his native New Jersey and will continue to support Aimco as an executive vice president (EVP) in various capital markets activities. Mr. McAuliffe joined Aimco in February 1999 as an EVP and assumed the role of CFO in October 1999. During Mr. McAuliffe’s tenure Aimco has grown to a greater than $10 billion enterprise and its shares added to the S&P 500.

Aimco’s Chairman of the Board and Chief Executive Officer, Terry Considine, said, “I would like to express my appreciation and gratitude to Paul for his leadership as chief financial officer over the past seven years. Paul’s new role will focus on key financial strategies that are part of Aimco’s future planning. Paul is a true leader. During his tenure to date he has overseen not just Aimco’s finances but also much of Aimco’s activities. Among Paul’s many accomplishments, he selected Tom Herzog to be Aimco’s chief accounting officer with the expectation that Tom could eventually succeed him as Aimco’s chief financial officer. Paul will continue as CFO through January 2006, allowing for a smooth and orderly transition.”

Prior to joining Aimco, Mr. Herzog served as chief accounting officer and global controller at GE Real Estate. Prior to GE Real Estate, Mr. Herzog worked at Deloitte & Touche for ten years in audit and technical accounting.

Said Mr. McAuliffe, “I have appreciated the opportunity to serve Aimco as CFO and be associated with Terry and the many good and capable people at Aimco. For personal reasons, my family and I would like to return to the New York area. I look forward to my continuing role with Aimco. As for my successor, Tom Herzog is an exceptional talent who has already had a significant and positive impact on Aimco as chief accounting officer. I would expect more of the same when he becomes CFO.”

Aimco will undertake a search for a new chief accounting officer to replace Mr. Herzog.

Mr. McAuliffe’s compensation arrangement for 2005, which has been agreed upon in connection with this new role, is expected to increase costs and reduce Aimco’s funds from operations guidance for 2005 by approximately $1.5 million.

Apartment Investment and Management Company
May 27, 2005
Page 2

This press release contains forward-looking statements including a projection of reduced funds from operations as a result of increased compensation expense. Actual results may differ materially from Aimco’s guidance and could be affected by a variety of factors including economic conditions, changes in interest rates, competition, and other risks as described in Aimco’s filings with the Securities and Exchange Commission. These forward-looking statements reflect management’s judgment as of this date, and Aimco assumes no obligation to revise or update them to reflect future events or circumstances.

Aimco is a real estate investment trust headquartered in Denver, Colorado that owns and operates a geographically diversified portfolio of apartment communities through 22 regional operating centers. Aimco, through its subsidiaries, operates approximately 1,475 properties, including approximately 260,000 apartment units, and serves approximately one million residents each year. Aimco’s properties are located in 47 states, the District of Columbia and Puerto Rico. Aimco common shares are included in the S&P 500.