-----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, S9xJ3qLI9tqN8j6REG6CPTUZd8O5wNoMMpm20LA9YCoMC6YERWY3wxu3kYaddzBX dDiceJ7cuAtmgNEoF6I5jA== 0000950134-99-002351.txt : 19990402 0000950134-99-002351.hdr.sgml : 19990402 ACCESSION NUMBER: 0000950134-99-002351 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990331 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: S-4/A SEC ACT: SEC FILE NUMBER: 333-60355 FILM NUMBER: 99580790 BUSINESS ADDRESS: STREET 1: 1873 S BELLAIRE ST STREET 2: SUITE 1700 CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE ST STREET 2: 17TH FL CITY: DENVER STATE: CO ZIP: 80222 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: S-4/A SEC ACT: SEC FILE NUMBER: 333-60355-01 FILM NUMBER: 99580791 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET SUITE 1700 CITY: DENVER STATE: CO ZIP: 80222-8101 BUSINESS PHONE: 3037578101 S-4/A 1 AMENDMENT NO. 13 TO FORM S-4 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1999 REGISTRATION NO. 333-60355 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- AMENDMENT NO. 13 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- APARTMENT INVESTMENT AND MANAGEMENT COMPANY AIMCO PROPERTIES, L.P. (Exact name of co-registrant as specified in its charter) MARYLAND 84-1259577 DELAWARE 84-1275621 (State or other jurisdiction of incorporation or (I.R.S. Employer Identification Number) organization) 1873 SOUTH BELLAIRE STREET, 17TH FLOOR PETER KOMPANIEZ DENVER, COLORADO 80222 PRESIDENT (303) 757-8101 1873 SOUTH BELLAIRE STREET, 17TH FLOOR DENVER, COLORADO 80222 (303) 757-8101 FAX: (303) 753-9538 (Address, including zip code, and telephone number, (Name, address, including zip code, and telephone including area code, of co-registrants' principal number, executive offices) including area code, of agent for service)
--------------------- Copy to: JONATHAN L. FRIEDMAN SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071 (213) 687-5000 FAX: (213) 687-5600 --------------------- Approximate Date of Commencement of Proposed Sale to the Public: From time to time after this Registration Statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and if there is compliance with General Instruction G, check the following box. [ ] If the Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] --------------------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------ TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED REGISTERED OFFERING PRICE PER UNIT(1) AGGREGATE OFFERING PRICE REGISTRATION FEE(2) - ------------------------------------------------------------------------------------------------------------------------------ Preferred Stock, par value $.01 per share(3).................... - ------------------------------------------------------------------------------------------------------------------------------ Class A Common Stock, par value $.01 per share(3)............... - ------------------------------------------------------------------------------------------------------------------------------ Partnership Preferred Units(4).... $200,000,000 $200,000,000 - ------------------------------------------------------------------------------------------------------------------------------ Partnership Common Units(4)....... $200,000,000 $200,000,000 - ------------------------------------------------------------------------------------------------------------------------------ Total.................... $1,000,000,000 (1) $1,000,000,000 $295,000 - ------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------
(1) To be determined, from time to time, by the Registrants in connection with the issuance of the securities registered hereunder. (2) Calculated pursuant to Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended. (3) To be issued by Apartment Investment and Management Company ("AIMCO"). The amount of such securities registered hereby includes (i) shares of Preferred Stock and Class A Common Stock of AIMCO issuable in exchange for Partnership Preferred Units or Partnership Common Units of AIMCO Properties, L.P. tendered for redemption pursuant to the agreement of limited partnership of AIMCO Properties, L.P., plus such additional number of shares of Preferred Stock and Class A Common Stock as may be issuable pursuant to the antidilution adjustment provisions of such agreement and (ii) shares of Class A Common Stock of AIMCO issuable upon conversion of shares of Preferred Stock of AIMCO. In no event will the aggregate maximum offering price of all securities registered under this Registration Statement by AIMCO exceed $600,000,000. (4) To be issued by AIMCO Properties, L.P. THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. AIMCO AIMCO's Charter limits the liability of AIMCO's directors and officers to AIMCO and its stockholders to the fullest extent permitted from time to time by Maryland law. Maryland law presently permits the liability of directors and officers to a corporation or its stockholders for money damages to be limited, except (i) to the extent that it is proved that the director or officer actually received an improper benefit or profit in money, property or services for the amount of the benefit or profit in money, property or services actually received, or (ii) if a judgment or other final adjudication is entered in a proceeding based on a finding that the director's or officer's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. This provision does not limit the ability of AIMCO or its stockholders to obtain other relief, such as an injunction or rescission. AIMCO's Charter and Bylaws require AIMCO to indemnify its directors, officers and certain other parties to the fullest extent permitted from time to time by Maryland law. The MGCL permits a corporation to indemnify its directors, officers and certain other parties against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service to or at the request of the corporation, unless it is established that (i) the act or omission of the indemnified party was material to the matter giving rise to the proceeding and (x) was committed in bad faith or (y) was the result of active and deliberate dishonesty, (ii) the indemnified party actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal proceeding, the indemnified party had reasonable cause to believe that the act or omission was unlawful. Indemnification may be made against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the director or officer in connection with the proceeding; provided, however, that if the proceeding is one by or in the right of the corporation, indemnification may not be made with respect to any proceeding in which the director or officer has been adjudged to be liable to the corporation. In addition, a director or officer may not be indemnified with respect to any proceeding charging improper personal benefit to the director or officer in which the director or officer was adjudged to be liable on the basis that personal benefit was improperly received. The termination of any proceeding by conviction, or upon a plea of nolo contendere or its equivalent, or an entry of any order of probation prior to judgment, creates a rebuttable presumption that the director or officer did not meet the requisite standard of conduct required for indemnification to be permitted. It is the position of the Commission that indemnification of directors and officers for liabilities arising under the Securities Act is against public policy and is unenforceable pursuant to Section 14 of the Securities Act. AIMCO has entered into agreements with certain of its officers, pursuant to which AIMCO has agreed to indemnify such officers to the fullest extent permitted by applicable law. THE AIMCO OPERATING PARTNERSHIP The AIMCO Operating Partnership Agreement requires the AIMCO Operating Partnership to indemnify its directors and officers (each an "Indemnitee") to the fullest extent authorized by applicable law against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, attorney's fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the AIMCO Operating Partnership. Such indemnification continues after the Indemnitee ceases to be a director or officer. The right to indemnification includes the right to be paid by the AIMCO Operating Partnership the expenses incurred in defending any proceeding in advance of its final disposition upon the delivery of an undertaking by or on behalf of the Indemnitee to repay all amounts II-1 3 advanced if a final judicial decision is rendered that such Indemnitee did not meet the standard of conduct permitting indemnification under the AIMCO Operating Partnership Agreement or applicable law. The Partnership maintains insurance, at its expense, to protect against any liability or loss, regardless of whether any director or officer is entitled to indemnification under the AIMCO Operating Partnership Agreement or applicable law. ITEM 21. EXHIBITS. (a) 3.1 Charter of AIMCO. (Incorporated by reference to Exhibit 3.1 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998) 3.2 Form of Articles Supplementary relating to the Class K Preferred Stock of AIMCO. (Incorporated by reference to Exhibit 3.3 to AIMCO's Registration Statement on Form 8-A filed on February 12, 1999) 3.3 Form of Articles Supplementary relating to the Class I Preferred Stock of AIMCO. (Previously filed -- definitive version to be filed or incorporated by reference prior to the offering of Class I Preferred Stock) 3.4 Bylaws of AIMCO. (Incorporated by reference to Exhibit 3.2 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997) 3.5 Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. (Incorporated by reference to Exhibit 10.1 to Amendment No. 1 to AIMCO Properties, L.P.'s Form 10 filed on December 16, 1998) 3.5.1 First Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. (Incorporated by reference to Exhibit 10.9 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998) 3.5.2 Second Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. (Incorporated by reference to Exhibit 10.1 to AIMCO Properties, L.P. Current Report on Form 8-K filed on February 11, 1999) 3.5.3 Third Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. (Previously filed) 3.5.4 Fourth Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. (Previously filed) 3.5.5 Fifth Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. (Previously filed) 4.1 Specimen certificate for Class A Common Stock of AIMCO. (Incorporated by reference to AIMCO Registration Statement on Form 8-A filed on July 19, 1994) 4.2 Form of specimen certificate for Class I Preferred Stock of AIMCO (Previously filed -- definitive version to be filed or incorporated by reference prior to the offering of Class I Preferred Stock) 4.3 Specimen certificate for Partnership Common Units of AIMCO Properties, L.P. (Attached as Exhibit F to Exhibit 3.5) 4.4 Specimen certificate for Class Two Partnership Preferred Units of AIMCO Properties, L.P. (Attached as Annex I to Exhibit 3.5.4) 5.1 Opinion of Piper & Marbury L.L.P. regarding the validity of the Class A Common Stock and Preferred Stock offered hereby. (Filed herewith) 5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Common OP Units and the Preferred OP Units offered hereby. (Filed herewith)
II-2 4 8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters. (Previously filed) 8.1.1 Opinion of Altheimer & Gray, dated May 8, 1998. (Previously filed) 8.1.2 Opinion of Akin, Gump, Strauss & Feld, L.L.P., dated October 1, 1998. (Incorporated by reference to Exhibit 8.3 to the Form S-4 Registration Statement, file no. 333-60663, of AIMCO) 10.1 -- Amended and Restated Credit Agreement (Unsecured Revolver-to-Term Facility), dated as of October 1, 1998, among AIMCO Properties, L.P., Bank of America National Trust and Savings Association, and BankBoston, N.A. (Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated October 1, 1998, is incorporated herein by this reference) 10.2 -- First Amendment to Credit Agreement, dated as of November 6, 1998, by and among AIMCO Properties, L.P., the financial institutions listed on the signature pages thereof and Bank of America National Trust and Savings Association (Exhibit 10.2 to AIMCO's Annual Report on Form 10-K for the fiscal year 1998, is incorporated herein by this reference) 10.3 -- Promissory Note, dated October 1, 1998, in the principal amount of $65,000,000 issued by AIMCO Properties, L.P. to Bank of America National Trust and Savings Association, and BankBoston, N.A. (Exhibit 10.2 to AIMCO's Current Report on Form 8-K, dated October 1, 1998, is incorporated herein by this reference) 10.4 -- Promissory Note, dated October 1, 1998, in the principal amount of $35,000,000 issued by AIMCO Properties, L.P. to Bank of America National Trust and Savings Association, and BankBoston, N.A. (Exhibit 10.3 to AIMCO's Current Report on Form 8-K, dated October 1, 1998, is incorporated herein by this reference) 10.5 -- Swing Line Promissory Note, dated October 1, 1998, in the principal amount of $30,000,000, issued by AIMCO Properties, L.P. to Bank of America National Trust and Savings Association, and BankBoston, N.A. (Exhibit 10.4 to AIMCO's Current Report on Form 8-K, dated October 1, 1998, is incorporated herein by this reference) 10.6 -- Payment Guaranty of Non-Preferred Stock Subsidiaries, dated as of October 1, 1998, by Apartment Investment and Management Company, AIMCO Holdings QRS, Inc., AIMCO/OTC QRS, Inc., AIMCO Holdings, L.P., AIMCO-GP, Inc., AIMCO-LP, Inc., AIMCO Properties Finance Corp., AIMCO Somerset, Inc., Ambassador II, L.P., Ambassador X, L.P., Ambassador IV, Inc., Ambassador V, Inc., Ambassador Florida Partners Inc. and A.J. Two, Inc. (Exhibit 10.5 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 1998, is incorporated herein by this reference) 10.7 -- Payment Guaranty of Preferred Stock Subsidiaries, dated as of October 1, 1998, by Property Asset Management Services, Inc., Property Asset Management Services, L.P., NHP Management Company and Property Asset Management Services-California, L.L.C. (Exhibit 10.6 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 1998, is incorporated herein by this reference) 10.8 -- Payment Guaranty of Non-Preferred Stock Subsidiaries, dated as of October 1, 1998, by CPF XIV/St. Charleston, Inc., CPF XIV/Torrey Pines, Inc., CPF XIV/ Sun River, Inc., CPF XIV/Lakeside Place, Inc., ConCap CCP/IV Stratford Place Properties, Inc., ConCap CCP/IV River's Edge Properties, Inc., PRA, Inc. and National Property Investors, Inc. (Exhibit 10.7 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 1998, is incorporated herein by this reference)
II-3 5 10.9 -- Credit Agreement dated December 30, 1997, by and among Insignia Properties, L.P., Lehman Commercial Paper Inc., as lending agent, First Union National Bank, as administrative agent, and the lenders from time to party thereto (Exhibit 10.8 to Form S-4 of Insignia Properties Trust, filed May 28, 1998, is incorporated herein by this reference) 10.10 -- Unconditional Guaranty, dated as of December 30, 1997, made by Insignia Properties Trust in favor of First Union National Bank (Exhibit 10.9 to Form S-4 of Insignia Properties Trust, filed May 28, 1998, is incorporated herein by this reference) 10.11 -- Purchase and Sale Agreement and Joint Escrow Instructions, made and entered into as of August 22, 1997, by and between AIMCO Properties, L.P. and each of the parties identified on Exhibit "A" attached thereto (collectively, the "Winthrop Sellers") (Exhibit 99.3 to AIMCO's Current Report on Form 8-K, dated October 15, 1997, is incorporated herein by this reference) 10.12 -- Letter Agreement, dated October 15, 1997 by and between AIMCO Properties, L.P. and the Winthrop Sellers (Exhibit 99.6 to AIMCO's Current Report on Form 8-K, dated October 15, 1997, is incorporated herein by this reference) 10.13 -- Summary of Arrangement for Sale of Stock to Executive Officers (Exhibit 10.104 to AIMCO's Annual Report on Form 10-K for the fiscal year 1996, is incorporated herein by this reference) 10.14 -- Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (Annex A to AIMCO's Proxy Statement for the Annual Meeting of Stockholders to be held on April 24, 1997, is incorporated herein by this reference) 10.15 -- Amendment No. 1 to the Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (Annex A to AIMCO's Proxy Statement for Annual Meeting of Stockholders to be held on May 8, 1998, is incorporated herein by this reference) 10.16 -- Apartment Investment and Management Company 1998 Incentive Compensation Plan (Annex B to AIMCO's Proxy Statement for Annual Meeting of Stockholders to be held on May 8, 1998, is incorporated herein by this reference) 10.17 -- Employment Contract, executed on July 29, 1994, by and between AIMCO Properties, L.P. and Peter Kompaniez (Exhibit 10.44A to AIMCO's Annual Report on Form 10-K for the fiscal year 1994, is incorporated herein by this reference) 10.18 -- Real Estate Acquisition Agreement, dated as of May 22, 1997, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., Demeter Holdings Corporation, Phemus Corporation, Capricorn Investors, L.P., J. Roderick Heller, III and NHP Partners LLC (Exhibit 2.1 to AIMCO's Current Report on Form 8-K, dated June 3, 1997, is incorporated herein by this reference) 10.19 -- Contribution Agreement, dated as of January 31, 1998, by and between Apartment Investment and Management Company and Terry Considine and Peter K. Kompaniez (Exhibit 2.1 to AIMCO's Current Report on Form 8-K, dated January 31, 1998, is incorporated herein by this reference) 10.20 -- Amended and Restated Assignment and Assumption Agreement, dated as of December 7, 1998, by and among Insignia Properties, L.P. and AIMCO Properties, L.P. (Exhibit 10.1 to the Current Report on Form 8-K of Insignia Properties Trust, dated February 11, 1999, is incorporated herein by this reference) 10.21 -- Form of Restricted Stock Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.11 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 1997, is incorporated herein by this reference)
II-4 6 10.22 -- Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan, adopted August 29, 1996 (Exhibit 10.8 to AIMCO's Quarterly Report on Form 10/Q-A for the quarterly period ending September 30, 1996, is incorporated herein by this reference) 10.23 -- Amended and Restated Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan (Annex B to AIMCO's Proxy Statement for the Annual Meeting of Stockholders to be held on April 24, 1997, is incorporated herein by this reference) 10.24 -- Employment Contract executed on July 29, 1994 by and between AIMCO Properties, LP and Terry Considine (Exhibit 10.44C to AIMCO's Annual Report on Form 10-K for the fiscal year 1994, is incorporated herein by this reference) 10.25 -- Employment Contract executed on July 29, 1994 by and between AIMCO Properties, LP and Steven D. Ira (Exhibit 10.44D to AIMCO's Annual Report on Form 10-K for the fiscal year 1994, is incorporated herein by this reference) 10.26 -- The 1994 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries (Exhibit 10.40 to Ambassador Apartments, Inc. Annual Report on Form 10-K for the fiscal year 1997, is incorporated herein by this reference) 10.27 -- Amendment to the 1994 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries (Exhibit 10.41 to Ambassador Apartments, Inc. Annual Report on Form 10-K for the fiscal year 1997, is incorporated herein by this reference) 10.28 -- The 1996 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries, as amended March 20, 1997 (Exhibit 10.42 to Ambassador Apartments, Inc. Annual Report on Form 10-K for the fiscal year 1997, is incorporated herein by this reference) 10.29 -- Insignia 1992 Stock Incentive Plan, as amended through March 28, 1994 and November 13, 1995 (Exhibit 10.1 to Insignia Financial Group, Inc. Annual Report on Form 10-K for the fiscal year 1997, is incorporated herein by this reference) 10.30 -- NHP Incorporated 1990 Stock Option Plan (Exhibit 10.9 to NHP Incorporated Annual Report on Form 10-K for the fiscal year 1995, is incorporated herein by this reference) 10.31 -- NHP Incorporated 1995 Incentive Stock Option Plan (Exhibit 10.10 to NHP Incorporated Annual Report on Form 10-K for the fiscal year 1995, is incorporated herein by this reference) 10.32 -- Contribution and Management Agreement, dated as of June 15, 1998, by and between Apartment Investment and Management Company and AIMCO Properties, L.P. (Exhibit 10.2 to Amendment No. 2 to Form 10 of AIMCO Properties, L.P., filed October 28, 1998, is incorporate herein by this reference) 10.33 -- Convertible Promissory Note from AIMCO Properties, L.P. to AIMCO-LP Inc. in the amount of $149,500,000 (Exhibit 10.3 to Amendment No. 2 to Form 10 of AIMCO Properties, L.P., filed October 28, 1998, is incorporated herein by this reference) 12.1 Calculation of ratio of earnings to fixed charges. (Previously filed) 12.2 Calculation of ratio of earnings to combined fixed charges and preferred stock dividends. (Previously filed)
II-5 7 21.1 Subsidiaries of the Registrants (Exhibit 21.1 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 1997 is incorporated herein by reference). 23.1 Consent of Ernst & Young LLP, Dallas, Texas. (Previously filed) 23.2 Consent of Ernst & Young LLP, Chicago, Illinois. (Previously filed) 23.3 Consent of Ernst & Young LLP, Greenville, South Carolina. (Previously filed) 23.4 Consent of Ernst & Young LLP, Indianapolis, Indiana. (Previously filed) 23.5 Consent of Arthur Andersen LLP. (Previously filed) 23.6 Consent of Piper & Marbury L.L.P. (Included in opinion filed as Exhibit 5.1). 23.7 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (Included in opinion filed as Exhibit 5.2). 23.8 Consents of KPMG Peat Marwick LLP with respect to financial statements of the following entities: 23.8.1 -- Baywood Partners, Ltd. (Previously filed) 23.8.2 -- Burgundy Court Associates, L.P. (Previously filed) 23.8.3 -- Catawba Club Associates, L.P. (Previously filed) 23.8.4 -- Georgetown of Columbus Associates, L.P. (Previously filed) 23.8.5 -- La Colina Partners, Ltd. (Previously filed) 23.8.6 -- Lake Eden Associates, L.P. (Previously filed) 23.8.7 -- Landmark Associates, Ltd. (Previously filed) 23.8.8 -- Northbrook Apartments, Ltd. (Previously filed) 23.8.9 -- Shaker Square, L.P. (Previously filed) 23.8.10 -- Thurber Manor Associates, Limited Partnership. (Previously filed) 23.8.11 -- Quail Run Associates, L.P. (Previously filed) 23.8.12 -- Sycamore Creek Associates, L.P. (Previously filed) 23.9 Consent of Portock, Bye & Co. (Brampton Associates Partnership). (Previously filed) 23.10 Consents of Ernst & Young LLP, Greenville, South Carolina with respect to financial statements of the following entities: 23.10.1 -- Rivercreek Apartments Limited Partnership. (Previously filed) 23.10.2 -- Shearson/Calmark Heritage Park II Ltd. (Previously filed) 23.10.3 -- Yorktown Towers Associates. (Previously filed) 23.10.4 -- Shannon Manor Apartments, a Limited Partnership. (Previously filed) 23.10.5 -- Woodmere Associates, L.P. (Previously filed) 23.10.6 -- Salem Arms of Augusta Limited Partnership. (Previously filed) 23.10.7 -- Coastal Commons Limited Partnership. (Previously filed) 23.10.8 -- Snowden Village Associates, L.P. (Previously filed) 23.10.9 -- Sharon Woods, L.P. (Previously filed) 23.10.10 -- Rivercrest Apartments, Limited. (Previously filed) 23.10.11 -- Angeles Income Properties, Ltd. II. (Previously filed) 23.10.12 -- Angeles Income Properties, Ltd. III. (Previously filed) 23.10.13 -- Angeles Income Properties, Ltd. IV. (Previously filed) 23.10.14 -- Angeles Income Properties, Ltd. 6. (Previously filed) 23.10.15 -- Angeles Opportunity Properties, Ltd. (Previously filed) 23.10.16 -- Angeles Partners VII. (Previously filed) 23.10.17 -- Angeles Partners VIII. (Previously filed) 23.10.18 -- Angeles Partners IX. (Previously filed)
II-6 8 .10.19 23 -- Angeles Partners X. (Previously filed) 23.10.20 -- Angeles Partners XI. (Previously filed) 23.10.21 -- Angeles Partners XII. (Previously filed) 23.10.22 -- Angeles Partners XIV. (Previously filed) 23.10.23 -- Consolidated Capital Institutional Properties/2. (Previously filed) 23.10.24 -- Consolidated Capital Institutional Properties/3. (Previously filed) 23.10.25 -- Consolidated Capital Properties III. (Previously filed) 23.10.26 -- Consolidated Capital Properties IV. (Previously filed) 23.10.27 -- Consolidated Capital Properties V. (Previously filed) 23.10.28 -- Consolidated Capital Properties VI. (Previously filed) 23.10.29 -- Davidson Diversified Real Estate I, L.P. (Previously filed) 23.10.30 -- Davidson Diversified Real Estate II, L.P. (Previously filed) 23.10.31 -- Davidson Diversified Real Estate III, L.P. (Previously filed) 23.10.32 -- Davidson Growth Plus, L.P. (Previously filed) 23.10.33 -- Davidson Income Real Estate, L.P. (Previously filed) 23.10.34 -- Investors First-Staged Equity. (Previously filed) 23.10.35 -- Johnstown/Consolidated Income Partners. (Previously filed) 23.10.36 -- Multi-Benefit Realty Fund '87-1. (Previously filed) 23.10.37 -- Shelter Properties III. (Previously filed) 23.10.38 -- Shelter Properties VI. (Previously filed) 23.10.39 -- Shelter Properties VII Limited Partnership. (Previously filed) 23.10.40 -- U.S. Realty Partners Limited Partnership. (Previously filed) 23.10.41 -- Shelter Properties IV (Previously filed) 23.11 Consents of Deloitte & Touche. 23.11.1 -- HCW Pension Real Estate Fund Limited Partnership. (Previously filed) 23.11.2 -- United Investors Growth Properties. (Previously filed) 23.11.3 -- United Investors Growth Properties II. (Previously filed) 23.11.4 -- United Investors Income Properties. (Previously filed) 23.11.5 -- Cedar Tree Investors Limited Partnership. (Previously filed) 23.11.6 -- Wingfield Investors Limited Partnership. (Previously filed) 23.12 Consents (1997 and 1996) of Reznick Fedder & Silverman (Burnsville Apartments, LP (Minneapolis Associates II Limited Partnership), Chestnut Hill Associates Limited Partnership, DFW Apartment Investors Limited Partnership, DFW Residential Investors Limited Partnership, Olde Mill Investors Limited Partnership and Winthrop Apartment Investors Limited Partnership). (Previously filed) 23.12.1 -- Riverside Park Associates L.P. (Previously filed) 23.12.2 -- Springhill Lake Investors Limited Partnership. (Previously filed) 23.12.3 -- Texas Residential Investors Limited Partnership. (Previously filed) 23.12.4 -- Park Towne Place Associates Limited Partnership (Previously filed) 23.13 Consent of Barry S. Fishman & Associates (Ravensworth Associates Limited Partnership) (Previously filed) 23.14 Consents of Imowitz Koenig LLP with respect to financial statements of the following entities: 23.14.1 -- Winthrop Apartment Investors Limited Partnership. (Previously filed) 23.14.2 -- Winrock -- Houston Limited Partnership. (Previously filed) 23.14.3 -- Century Properties Fund XVI. (Previously filed)
II-7 9 .14.4 23 -- Century Properties Fund XVIII. (Previously filed) 23.14.5 -- Century Properties Fund XIX. (Previously filed) 23.14.6 -- Century Properties Growth Fund XXII. (Previously filed) 23.14.8 -- Fox Strategic Housing Income Partners. (Previously filed) 23.14.9 -- National Property Investors 8. (Previously filed) 23.14.10 -- Winthrop Growth Investors 1 Limited Partnership. (Previously filed) 23.15.1 Consent of Pannell Kerr Forster PC (Drexel Burnham Lambert Real Estate Associates II) (Previously filed). 23.16 Consent of Beers & Cutler PLLC (Realty Investment Apartment Communities I) (Previously filed). 23.17 Consent of Ernst & Young, LLP, Denver, Colorado. (Previously filed) 24.1 Power of Attorney for Apartment Investment and Management Company. (Previously filed) 24.2 Power of Attorney for AIMCO Properties, L.P. (Previously filed) 99.1 Physical Inspection Reports of Adjuster's International, Inc. relating to Shelter Properties IV. (Incorporated by reference from AIMCO Properties, L.P.'s Schedule 13E-3 filed on February 12, 1999) 99.2 Physical inspection report of Adjuster's International, Inc. referred to in the Prospectus Supplement of Landmark Associates, L.P. in the Section "Your Partnership -- Your Partnership and its Property." (Previously filed) 99.3 Physical inspection report of Adjuster's International, Inc. referred to in the Prospectus Supplement of Orchard Park Apartments, Limited Partnership in the Section "Your Partnership -- Your Partnership and its Property." (Previously filed) 99.4 Physical inspection report of Adjuster's International, Inc. referred to in the Prospectus Supplement of Park Towne Associates Limited Partnership in the Section "Your Partnership -- Your Partnership and its Property." (Previously filed) 99.5 Physical inspection report of Adjuster's International, Inc. referred to in the Prospectus Supplement of Salem Arms of Augusta Limited Partnership in the Section "Your Partnership -- Your Partnership and its Property." (Previously filed) 99.6 Physical inspection report of Adjuster's International, Inc. referred to in the Prospectus Supplement of Snowden Village Associates, L.P. in the Section "Your Partnership -- Your Partnership and its Property." (Previously filed) 99.7 Physical inspection report of Adjuster's International, Inc. referred to in the Prospectus Supplement of Sturbrook Investors, Ltd. in the Section "Your Partnership -- Your Partnership and its Property." (Previously filed) 99.8 Physical inspection report of Adjuster's International, Inc. referred to in the Prospectus Supplement of Sycamore Creek Associates, L.P. in the Section "Your Partnership -- Your Partnership and its Property." (Previously filed) 99.9 Summary of Appraisal for Timber Ridge Apartments (Sharon Woods, L.P.) (Previously filed) 99.10 Summary of Appraisal for Landmark Woods Apartments (Landmark Associates, Ltd.) (Previously filed) 99.11 Summary of Appraisal for Scotch Pines East Apartments (CallMart Fort Collins Ltd.) (Previously filed)
II-8 10 .12 99 Summary of Appraisal of Sycamore Creek Apartments, (Sycamore Creek Associates, L.P.) (Previously filed) 99.13 Summary of Appraisal of Buccaneer Trace Apartments (Buccaneer Trace Limited Partnership) (Previously filed) 99.14 Summaries of appraisals of Shelter Properties IV. (Incorporated by reference to Exhibit (z)(I) to the Form 14D-1 for Shelter Properties IV filed by Cooper River Properties, L.L.C. on July 21, 1998) 99.15 Form of Letter of Transmittal (Previously filed). 99.16 Agreement re disclosure of long-term debt instruments (Previously filed)
- --------------- Schedules and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon request. (b) Financial Statement Schedules Not Applicable. (c) Report, opinion or appraisal (i)See Appendix A to each Prospectus Supplement for the opinions of Robert A. Stanger & Company, Inc. ITEM 22. UNDERTAKINGS. (a) The undersigned registrants hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrants' annual reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated II-9 11 by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (d) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (e) The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. (f) The undersigned registrants hereby undertake to not issue securities under this registration statement in order to effect any "roll-up transaction" (as such term is defined paragraph (c) of Item 901 of Regulation S-K). Furthermore, the undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning an offer to purchase partnership interests in exchange for securities issued under this registration statement, prior to commencing such an offer, if pursuant to the provisions of subparagraph (iv), (vii) or (viii) of paragraph (c)(2) of Item 901 of Regulation S-K, such transaction would be excluded from the definition of a "roll-up transaction." (g) The undersigned registrants hereby undertake that, prior to the issuance of any securities under this registration statement, they will cause to be filed appropriate opinions of counsel under Exhibit 5. II-10 12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Apartment Investment and Management Company has duly caused this Amendment No. 13 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 30th day of March, 1999. APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ PETER K. KOMPANIEZ ---------------------------------- Peter K. Kompaniez, Vice Chairman and President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 13 to the Registration Statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ TERRY CONSIDINE* Chairman and Chief Executive March 30, 1999 - ----------------------------------------------------- Officer Terry Considine /s/ PETER K. KOMPANIEZ Vice Chairman and President March 30, 1999 - ----------------------------------------------------- Peter K. Kompaniez /s/ TROY D. BUTTS* Senior Vice President and March 30, 1999 - ----------------------------------------------------- Chief Financial Officer Troy D. Butts /s/ RICHARD S. ELLWOOD* Director March 30, 1999 - ----------------------------------------------------- Richard S. Ellwood /s/ J. LANDIS MARTIN* Director March 30, 1999 - ----------------------------------------------------- J. Landis Martin /s/ THOMAS L. RHODES* Director March 30, 1999 - ----------------------------------------------------- Thomas L. Rhodes /s/ JOHN D. SMITH* Director March 30, 1999 - ----------------------------------------------------- John D. Smith *By: /s/ PETER K. KOMPANIEZ ------------------------------------------------ Peter K. Kompaniez, as Attorney-in-Fact for each of the persons indicated
13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, AIMCO Properties, L.P. has duly caused this Amendment No. 13 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 30th day of March, 1999. AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. its General Partner By: /s/ PETER K. KOMPANIEZ ---------------------------------- Peter K. Kompaniez, Vice Chairman and President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 13 to the Registration Statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ TERRY CONSIDINE* Chairman and Chief March 30, 1999 - ----------------------------------------------------- Executive Officer Terry Considine /s/ PETER K. KOMPANIEZ Vice Chairman and President March 30, 1999 - ----------------------------------------------------- Peter K. Kompaniez /s/ TROY D. BUTTS* Senior Vice President and March 30, 1999 - ----------------------------------------------------- Chief Financial Officer Troy D. Butts *By: /s/ PETER K. KOMPANIEZ ------------------------------------------------ Peter K. Kompaniez, as Attorney-in-Fact for each of the persons indicated
14 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 3.1 Charter of AIMCO. (Incorporated by reference to Exhibit 3.1 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998) 3.2 Form of Articles Supplementary relating to the Class K Preferred Stock of AIMCO. (Incorporated by reference to Exhibit 3.3 to AIMCO's Registration Statement on Form 8-A filed on February 12, 1999) 3.3 Form of Articles Supplementary relating to the Class I Preferred Stock of AIMCO. (Previously filed -- definitive version to be filed or incorporated by reference prior to the offering of Class I Preferred Stock) 3.4 Bylaws of AIMCO. (Incorporated by reference to Exhibit 3.2 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997) 3.5 Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. (Incorporated by reference to Exhibit 10.1 to Amendment No. 1 to AIMCO Properties, L.P.'s Form 10 filed on December 16, 1998) 3.5.1 First Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. (Incorporated by reference to Exhibit 10.9 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998) 3.5.2 Second Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. (Incorporated by reference to Exhibit 10.1 to AIMCO Properties, L.P. Current Report on Form 8-K filed on February 11, 1999) 3.5.3 Third Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. (Previously filed) 3.5.4 Fourth Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. (Previously filed) 3.5.5 Fifth Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. (Previously filed) 4.1 Specimen certificate for Class A Common Stock of AIMCO. (Incorporated by reference to AIMCO Registration Statement on Form 8-A filed on July 19, 1994) 4.2 Form of specimen certificate for Class I Preferred Stock of AIMCO (Previously filed -- definitive version to be filed or incorporated by reference prior to the offering of Class I Preferred Stock) 4.3 Specimen certificate for Partnership Common Units of AIMCO Properties, L.P. (Attached as Exhibit F to Exhibit 3.5) 4.4 Specimen certificate for Class Two Partnership Preferred Units of AIMCO Properties, L.P. (Attached as Annex I to Exhibit 3.5.4) 5.1 Opinion of Piper & Marbury L.L.P. regarding the validity of the Class A Common Stock and Preferred Stock offered hereby. (Filed herewith) 5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Common OP Units and the Preferred OP Units offered hereby. (Filed herewith) 8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters. (Previously filed) 8.1.1 Opinion of Altheimer & Gray, dated May 8, 1998. (Previously filed) 8.1.2 Opinion of Akin, Gump, Strauss & Feld, L.L.P., dated October 1, 1998. (Incorporated by reference to Exhibit 8.3 to the Form S-4 Registration Statement, file no. 333-60663, of AIMCO)
15
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.1 -- Amended and Restated Credit Agreement (Unsecured Revolver-to-Term Facility), dated as of October 1, 1998, among AIMCO Properties, L.P., Bank of America National Trust and Savings Association, and BankBoston, N.A. (Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated October 1, 1998, is incorporated herein by this reference) 10.2 -- First Amendment to Credit Agreement, dated as of November 6, 1998, by and among AIMCO Properties, L.P., the financial institutions listed on the signature pages thereof and Bank of America National Trust and Savings Association (Exhibit 10.2 to AIMCO's Annual Report on Form 10-K for the fiscal year 1998, is incorporated herein by this reference) 10.3 -- Promissory Note, dated October 1, 1998, in the principal amount of $65,000,000 issued by AIMCO Properties, L.P. to Bank of America National Trust and Savings Association, and BankBoston, N.A. (Exhibit 10.2 to AIMCO's Current Report on Form 8-K, dated October 1, 1998, is incorporated herein by this reference) 10.4 -- Promissory Note, dated October 1, 1998, in the principal amount of $35,000,000 issued by AIMCO Properties, L.P. to Bank of America National Trust and Savings Association, and BankBoston, N.A. (Exhibit 10.3 to AIMCO's Current Report on Form 8-K, dated October 1, 1998, is incorporated herein by this reference) 10.5 -- Swing Line Promissory Note, dated October 1, 1998, in the principal amount of $30,000,000, issued by AIMCO Properties, L.P. to Bank of America National Trust and Savings Association, and BankBoston, N.A. (Exhibit 10.4 to AIMCO's Current Report on Form 8-K, dated October 1, 1998, is incorporated herein by this reference) 10.6 -- Payment Guaranty of Non-Preferred Stock Subsidiaries, dated as of October 1, 1998, by Apartment Investment and Management Company, AIMCO Holdings QRS, Inc., AIMCO/OTC QRS, Inc., AIMCO Holdings, L.P., AIMCO-GP, Inc., AIMCO-LP, Inc., AIMCO Properties Finance Corp., AIMCO Somerset, Inc., Ambassador II, L.P., Ambassador X, L.P., Ambassador IV, Inc., Ambassador V, Inc., Ambassador Florida Partners Inc. and A.J. Two, Inc. (Exhibit 10.5 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 1998, is incorporated herein by this reference) 10.7 -- Payment Guaranty of Preferred Stock Subsidiaries, dated as of October 1, 1998, by Property Asset Management Services, Inc., Property Asset Management Services, L.P., NHP Management Company and Property Asset Management Services-California, L.L.C. (Exhibit 10.6 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 1998, is incorporated herein by this reference) 10.8 -- Payment Guaranty of Non-Preferred Stock Subsidiaries, dated as of October 1, 1998, by CPF XIV/St. Charleston, Inc., CPF XIV/Torrey Pines, Inc., CPF XIV/ Sun River, Inc., CPF XIV/Lakeside Place, Inc., ConCap CCP/IV Stratford Place Properties, Inc., ConCap CCP/IV River's Edge Properties, Inc., PRA, Inc. and National Property Investors, Inc. (Exhibit 10.7 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 1998, is incorporated herein by this reference) 10.9 -- Credit Agreement dated December 30, 1997, by and among Insignia Properties, L.P., Lehman Commercial Paper Inc., as lending agent, First Union National Bank, as administrative agent, and the lenders from time to party thereto (Exhibit 10.8 to Form S-4 of Insignia Properties Trust, filed May 28, 1998, is incorporated herein by this reference)
16
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.10 -- Unconditional Guaranty, dated as of December 30, 1997, made by Insignia Properties Trust in favor of First Union National Bank (Exhibit 10.9 to Form S-4 of Insignia Properties Trust, filed May 28, 1998, is incorporated herein by this reference) 10.11 -- Purchase and Sale Agreement and Joint Escrow Instructions, made and entered into as of August 22, 1997, by and between AIMCO Properties, L.P. and each of the parties identified on Exhibit "A" attached thereto (collectively, the "Winthrop Sellers") (Exhibit 99.3 to AIMCO's Current Report on Form 8-K, dated October 15, 1997, is incorporated herein by this reference) 10.12 -- Letter Agreement, dated October 15, 1997 by and between AIMCO Properties, L.P. and the Winthrop Sellers (Exhibit 99.6 to AIMCO's Current Report on Form 8-K, dated October 15, 1997, is incorporated herein by this reference) 10.13 -- Summary of Arrangement for Sale of Stock to Executive Officers (Exhibit 10.104 to AIMCO's Annual Report on Form 10-K for the fiscal year 1996, is incorporated herein by this reference) 10.14 -- Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (Annex A to AIMCO's Proxy Statement for the Annual Meeting of Stockholders to be held on April 24, 1997, is incorporated herein by this reference) 10.15 -- Amendment No. 1 to the Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (Annex A to AIMCO's Proxy Statement for Annual Meeting of Stockholders to be held on May 8, 1998, is incorporated herein by this reference) 10.16 -- Apartment Investment and Management Company 1998 Incentive Compensation Plan (Annex B to AIMCO's Proxy Statement for Annual Meeting of Stockholders to be held on May 8, 1998, is incorporated herein by this reference) 10.17 -- Employment Contract, executed on July 29, 1994, by and between AIMCO Properties, L.P. and Peter Kompaniez (Exhibit 10.44A to AIMCO's Annual Report on Form 10-K for the fiscal year 1994, is incorporated herein by this reference) 10.18 -- Real Estate Acquisition Agreement, dated as of May 22, 1997, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., Demeter Holdings Corporation, Phemus Corporation, Capricorn Investors, L.P., J. Roderick Heller, III and NHP Partners LLC (Exhibit 2.1 to AIMCO's Current Report on Form 8-K, dated June 3, 1997, is incorporated herein by this reference) 10.19 -- Contribution Agreement, dated as of January 31, 1998, by and between Apartment Investment and Management Company and Terry Considine and Peter K. Kompaniez (Exhibit 2.1 to AIMCO's Current Report on Form 8-K, dated January 31, 1998, is incorporated herein by this reference) 10.20 -- Amended and Restated Assignment and Assumption Agreement, dated as of December 7, 1998, by and among Insignia Properties, L.P. and AIMCO Properties, L.P. (Exhibit 10.1 to the Current Report on Form 8-K of Insignia Properties Trust, dated February 11, 1999, is incorporated herein by this reference) 10.21 -- Form of Restricted Stock Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.11 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 1997, is incorporated herein by this reference)
17
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.22 -- Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan, adopted August 29, 1996 (Exhibit 10.8 to AIMCO's Quarterly Report on Form 10/Q-A for the quarterly period ending September 30, 1996, is incorporated herein by this reference) 10.23 -- Amended and Restated Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan (Annex B to AIMCO's Proxy Statement for the Annual Meeting of Stockholders to be held on April 24, 1997, is incorporated herein by this reference) 10.24 -- Employment Contract executed on July 29, 1994 by and between AIMCO Properties, LP and Terry Considine (Exhibit 10.44C to AIMCO's Annual Report on Form 10-K for the fiscal year 1994, is incorporated herein by this reference) 10.25 -- Employment Contract executed on July 29, 1994 by and between AIMCO Properties, LP and Steven D. Ira (Exhibit 10.44D to AIMCO's Annual Report on Form 10-K for the fiscal year 1994, is incorporated herein by this reference) 10.26 -- The 1994 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries (Exhibit 10.40 to Ambassador Apartments, Inc. Annual Report on Form 10-K for the fiscal year 1997, is incorporated herein by this reference) 10.27 -- Amendment to the 1994 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries (Exhibit 10.41 to Ambassador Apartments, Inc. Annual Report on Form 10-K for the fiscal year 1997, is incorporated herein by this reference) 10.28 -- The 1996 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries, as amended March 20, 1997 (Exhibit 10.42 to Ambassador Apartments, Inc. Annual Report on Form 10-K for the fiscal year 1997, is incorporated herein by this reference) 10.29 -- Insignia 1992 Stock Incentive Plan, as amended through March 28, 1994 and November 13, 1995 (Exhibit 10.1 to Insignia Financial Group, Inc. Annual Report on Form 10-K for the fiscal year 1997, is incorporated herein by this reference) 10.30 -- NHP Incorporated 1990 Stock Option Plan (Exhibit 10.9 to NHP Incorporated Annual Report on Form 10-K for the fiscal year 1995, is incorporated herein by this reference) 10.31 -- NHP Incorporated 1995 Incentive Stock Option Plan (Exhibit 10.10 to NHP Incorporated Annual Report on Form 10-K for the fiscal year 1995, is incorporated herein by this reference) 10.32 -- Contribution and Management Agreement, dated as of June 15, 1998, by and between Apartment Investment and Management Company and AIMCO Properties, L.P. (Exhibit 10.2 to Amendment No. 2 to Form 10 of AIMCO Properties, L.P., filed October 28, 1998, is incorporate herein by this reference) 10.33 -- Convertible Promissory Note from AIMCO Properties, L.P. to AIMCO-LP Inc. in the amount of $149,500,000 (Exhibit 10.3 to Amendment No. 2 to Form 10 of AIMCO Properties, L.P., filed October 28, 1998, is incorporated herein by this reference) 12.1 Calculation of ratio of earnings to fixed charges. (Previously filed) 12.2 Calculation of ratio of earnings to combined fixed charges and preferred stock dividends. (Previously filed)
18
EXHIBIT NUMBER DESCRIPTION ------- ----------- 21.1 Subsidiaries of the Registrants (Exhibit 21.1 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 1997 is incorporated herein by reference). 23.1 Consent of Ernst & Young LLP, Dallas, Texas. (Previously filed) 23.2 Consent of Ernst & Young LLP, Chicago, Illinois. (Previously filed) 23.3 Consent of Ernst & Young LLP, Greenville, South Carolina. (Previously filed) 23.4 Consent of Ernst & Young LLP, Indianapolis, Indiana. (Previously filed) 23.5 Consent of Arthur Andersen LLP. (Previously filed) 23.6 Consent of Piper & Marbury L.L.P. (Included in opinion filed as Exhibit 5.1). 23.7 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (Included in opinion filed as Exhibit 5.2). 23.8 Consents of KPMG Peat Marwick LLP with respect to financial statements of the following entities: 23.8.1 -- Baywood Partners, Ltd. (Previously filed) 23.8.2 -- Burgundy Court Associates, L.P. (Previously filed) 23.8.3 -- Catawba Club Associates, L.P. (Previously filed) 23.8.4 -- Georgetown of Columbus Associates, L.P. (Previously filed) 23.8.5 -- La Colina Partners, Ltd. (Previously filed) 23.8.6 -- Lake Eden Associates, L.P. (Previously filed) 23.8.7 -- Landmark Associates, Ltd. (Previously filed) 23.8.8 -- Northbrook Apartments, Ltd. (Previously filed) 23.8.9 -- Shaker Square, L.P. (Previously filed) 23.8.10 -- Thurber Manor Associates, Limited Partnership. (Previously filed) 23.8.11 -- Quail Run Associates, L.P. (Previously filed) 23.8.12 -- Sycamore Creek Associates, L.P. (Previously filed) 23.9 Consent of Portock, Bye & Co. (Brampton Associates Partnership). (Previously filed) 23.10 Consents of Ernst & Young LLP, Greenville, South Carolina with respect to financial statements of the following entities: 23.10.1 -- Rivercreek Apartments Limited Partnership. (Previously filed) 23.10.2 -- Shearson/Calmark Heritage Park II Ltd. (Previously filed) 23.10.3 -- Yorktown Towers Associates. (Previously filed) 23.10.4 -- Shannon Manor Apartments, a Limited Partnership. (Previously filed) 23.10.5 -- Woodmere Associates, L.P. (Previously filed) 23.10.6 -- Salem Arms of Augusta Limited Partnership. (Previously filed) 23.10.7 -- Coastal Commons Limited Partnership. (Previously filed) 23.10.8 -- Snowden Village Associates, L.P. (Previously filed) 23.10.9 -- Sharon Woods, L.P. (Previously filed) 23.10.10 -- Rivercrest Apartments, Limited. (Previously filed) 23.10.11 -- Angeles Income Properties, Ltd. II. (Previously filed) 23.10.12 -- Angeles Income Properties, Ltd. III. (Previously filed) 23.10.13 -- Angeles Income Properties, Ltd. IV. (Previously filed) 23.10.14 -- Angeles Income Properties, Ltd. 6. (Previously filed) 23.10.15 -- Angeles Opportunity Properties, Ltd. (Previously filed) 23.10.16 -- Angeles Partners VII. (Previously filed) 23.10.17 -- Angeles Partners VIII. (Previously filed) 23.10.18 -- Angeles Partners IX. (Previously filed)
19
EXHIBIT NUMBER DESCRIPTION ------- ----------- 23.10.19 -- Angeles Partners X. (Previously filed) 23.10.20 -- Angeles Partners XI. (Previously filed) 23.10.21 -- Angeles Partners XII. (Previously filed) 23.10.22 -- Angeles Partners XIV. (Previously filed) 23.10.23 -- Consolidated Capital Institutional Properties/2. (Previously filed) 23.10.24 -- Consolidated Capital Institutional Properties/3. (Previously filed) 23.10.25 -- Consolidated Capital Properties III. (Previously filed) 23.10.26 -- Consolidated Capital Properties IV. (Previously filed) 23.10.27 -- Consolidated Capital Properties V. (Previously filed) 23.10.28 -- Consolidated Capital Properties VI. (Previously filed) 23.10.29 -- Davidson Diversified Real Estate I, L.P. (Previously filed) 23.10.30 -- Davidson Diversified Real Estate II, L.P. (Previously filed) 23.10.31 -- Davidson Diversified Real Estate III, L.P. (Previously filed) 23.10.32 -- Davidson Growth Plus, L.P. (Previously filed) 23.10.33 -- Davidson Income Real Estate, L.P. (Previously filed) 23.10.34 -- Investors First-Staged Equity. (Previously filed) 23.10.35 -- Johnstown/Consolidated Income Partners. (Previously filed) 23.10.36 -- Multi-Benefit Realty Fund '87-1. (Previously filed) 23.10.37 -- Shelter Properties III. (Previously filed) 23.10.38 -- Shelter Properties VI. (Previously filed) 23.10.39 -- Shelter Properties VII Limited Partnership. (Previously filed) 23.10.40 -- U.S. Realty Partners Limited Partnership. (Previously filed) 23.10.41 -- Shelter Properties IV (Previously filed) 23.11 Consents of Deloitte & Touche. 23.11.1 -- HCW Pension Real Estate Fund Limited Partnership. (Previously filed) 23.11.2 -- United Investors Growth Properties. (Previously filed) 23.11.3 -- United Investors Growth Properties II. (Previously filed) 23.11.4 -- United Investors Income Properties. (Previously filed) 23.11.5 -- Cedar Tree Investors Limited Partnership. (Previously filed) 23.11.6 -- Wingfield Investors Limited Partnership. (Previously filed) 23.12 Consents (1997 and 1996) of Reznick Fedder & Silverman (Burnsville Apartments, LP (Minneapolis Associates II Limited Partnership), Chestnut Hill Associates Limited Partnership, DFW Apartment Investors Limited Partnership, DFW Residential Investors Limited Partnership, Olde Mill Investors Limited Partnership and Winthrop Apartment Investors Limited Partnership). (Previously filed) 23.12.1 -- Riverside Park Associates L.P. (Previously filed) 23.12.2 -- Springhill Lake Investors Limited Partnership. (Previously filed) 23.12.3 -- Texas Residential Investors Limited Partnership. (Previously filed) 23.12.4 -- Park Towne Place Associates Limited Partnership (Previously filed) 23.13 Consent of Barry S. Fishman & Associates (Ravensworth Associates Limited Partnership) (Previously filed) 23.14 Consents of Imowitz Koenig LLP with respect to financial statements of the following entities: 23.14.1 -- Winthrop Apartment Investors Limited Partnership. (Previously filed) 23.14.2 -- Winrock -- Houston Limited Partnership. (Previously filed) 23.14.3 -- Century Properties Fund XVI. (Previously filed)
20
EXHIBIT NUMBER DESCRIPTION ------- ----------- 23.14.4 -- Century Properties Fund XVIII. (Previously filed) 23.14.5 -- Century Properties Fund XIX. (Previously filed) 23.14.6 -- Century Properties Growth Fund XXII. (Previously filed) 23.14.8 -- Fox Strategic Housing Income Partners. (Previously filed) 23.14.9 -- National Property Investors 8. (Previously filed) 23.14.10 -- Winthrop Growth Investors 1 Limited Partnership. (Previously filed) 23.15.1 Consent of Pannell Kerr Forster PC (Drexel Burnham Lambert Real Estate Associates II) (Previously filed). 23.16 Consent of Beers & Cutler PLLC (Realty Investment Apartment Communities I) (Previously filed). 23.17 Consent of Ernst & Young, LLP, Denver, Colorado. (Previously filed) 24.1 Power of Attorney for Apartment Investment and Management Company. (Previously filed) 24.2 Power of Attorney for AIMCO Properties, L.P. (Previously filed) 99.1 Physical Inspection Reports of Adjuster's International, Inc. relating to Shelter Properties IV. (Incorporated by reference from AIMCO Properties, L.P.'s Schedule 13E-3 filed on February 12, 1999) 99.2 Physical inspection report of Adjuster's International, Inc. referred to in the Prospectus Supplement of Landmark Associates, L.P. in the Section "Your Partnership -- Your Partnership and its Property." (Previously filed) 99.3 Physical inspection report of Adjuster's International, Inc. referred to in the Prospectus Supplement of Orchard Park Apartments, Limited Partnership in the Section "Your Partnership -- Your Partnership and its Property." (Previously filed) 99.4 Physical inspection report of Adjuster's International, Inc. referred to in the Prospectus Supplement of Park Towne Associates Limited Partnership in the Section "Your Partnership -- Your Partnership and its Property." (Previously filed) 99.5 Physical inspection report of Adjuster's International, Inc. referred to in the Prospectus Supplement of Salem Arms of Augusta Limited Partnership in the Section "Your Partnership -- Your Partnership and its Property." (Previously filed) 99.6 Physical inspection report of Adjuster's International, Inc. referred to in the Prospectus Supplement of Snowden Village Associates, L.P. in the Section "Your Partnership -- Your Partnership and its Property." (Previously filed) 99.7 Physical inspection report of Adjuster's International, Inc. referred to in the Prospectus Supplement of Sturbrook Investors, Ltd. in the Section "Your Partnership -- Your Partnership and its Property." (Previously filed) 99.8 Physical inspection report of Adjuster's International, Inc. referred to in the Prospectus Supplement of Sycamore Creek Associates, L.P. in the Section "Your Partnership -- Your Partnership and its Property." (Previously filed) 99.9 Summary of Appraisal for Timber Ridge Apartments (Sharon Woods, L.P.) (Previously filed) 99.10 Summary of Appraisal for Landmark Woods Apartments (Landmark Associates, Ltd.) (Previously filed) 99.11 Summary of Appraisal for Scotch Pines East Apartments (CallMart Fort Collins Ltd.) (Previously filed)
21
EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.12 Summary of Appraisal of Sycamore Creek Apartments, (Sycamore Creek Associates, L.P.) (Previously filed) 99.13 Summary of Appraisal of Buccaneer Trace Apartments (Buccaneer Trace Limited Partnership) (Previously filed) 99.14 Summaries of appraisals of Shelter Properties IV. (Incorporated by reference to Exhibit (z)(I) to the Form 14D-1 for Shelter Properties IV filed by Cooper River Properties, L.L.C. on July 21, 1998) 99.15 Form of Letter of Transmittal (Previously filed) 99.16 Agreement re disclosure of long-term debt instruments (Previously filed)
- --------------- Schedules and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon request. (b) Financial Statement Schedules Not Applicable. (c) Report, opinion or appraisal (i)See Appendix A to each Prospectus Supplement for the opinions of Robert A. Stanger & Company, Inc. EX-5.1 2 OPINION/CONSENT OF PIPER & MARBURY LLP 1 EXHIBIT 5.1 [PIPER & MARBURY LLP LETTERHEAD] March 31, 1999 Apartment Investment and Management Company 1873 South Bellaire Street, Suite 1700 Denver, Colorado 80222 Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as Maryland counsel to Apartment Investment and Management Company, a Maryland corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), pursuant to a Registration Statement on Form S-4 of the Company (Registration No. 333-60355) (this "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") on July 31, 1998, as amended on September 14, 1998, October 7, 1998, October 28, 1998, November 23, 1998, December 11, 1998, January 19, 1999, February 12, 1999, March 15, 1999, March 26, 1999, March 29, 1999, March 30, 1999 and March 31, 1999, including the prospectus included therein at the time the Registration Statement is declared effective (the "Prospectus'), for offering by the Company from time to time of up to $800,000,000 aggregate market price at the time of issuance of its (i) shares of Preferred Stock, par value $.01 per share, of the Company (the "Preferred Stock") of which the Class I Cumulative Preferred Stock, par value $.01 per share, of the Company will be the first class so designated (the "Class I Preferred Stock") and (ii) shares of Class A Common Stock, par value $.01 per share, of the Company (the "Class A Common Stock"). The Preferred Stock and the Class A Common Stock are sometimes collectively referred to as the "Securities." The Securities may be issued by the Company from time to time directly or indirectly in exchange for Partnership Common Units or Partnership Preferred Units of AIMCO Properties, L.P., a Delaware limited partnership and subsidiary of the Company. This opinion is being provided at your request in connection with the filing of the Registration Statement. 2 Apartment Investment and Management Company March 30, 1999 Page 2 In our capacity as special Maryland counsel, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the following documents: (a) Amendment No. 13 to the Registration Statement dated March 31, 1999 (containing the preliminary Prospectus and the preliminary Prospectus Supplement for Baywood Apartments, Ltd.) (collectively, the "Preliminary Prospectus") relating to the issuance of the Securities and Amendment No. 12 to such Registration Statement; (b) The Charter, certified by the Department of Assessments and Taxation of the State of Maryland (the "MSDAT"), and By-Laws, as amended and restated and in effect on the date hereof, of the Company; (c) A form of the Articles Supplementary relating to the Class I Cumulative Preferred Stock in substantially the form approved by the Board of Directors of the Company and to be filed with MSDAT; (d) The Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., a Delaware limited partnership, dated as of July 29, 1994 and amended and restated as of October 1, 1998, First Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated November 6, 1998 Second Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated December 30, 1998, and Third Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated February 18, 1999 (collectively, the "AIMCO L.P. Partnership Agreement"); (e) A draft of the Fourth Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated March 25, 1999 and of the Fifth Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated March 25, 1999; (f) A unanimous written consent of the Board of Directors of the Company authorizing the issuance of the Common Stock and Class I Cumulative Preferred Stock described herein; (g) A short-form good standing certificate for the Company, dated a recent date, issued by the MSDAT; (h) A Certificate of Officer (the "Certificate") of the Company, dated the date hereof, as to certain factual matters; and (i) Such other documents as we have considered necessary to the rendering of the opinions expressed below. In our examination of the aforesaid documents, we have assumed, without independent investigation, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies (and the authenticity of the originals of such copies), and the accuracy and completeness of all public records reviewed by us. In making our examination of documents executed by parties other than the Company (and for purposes of the documents referred to below to be executed by parties other than the Company), we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder, and we have also assumed the due authorization by all requisite action, corporate or other, and the valid execution and delivery by such parties of such documents and the validity, binding effect, and enforceability thereof with respect to such parties. As to any facts material to this opinion which we did not independently establish or verify, we have relied solely upon the Certificate. We further assume that: (a) The issuance and terms of the Securities to be offered from time to time by the Company will be authorized and determined by proper action of the Board of Directors (or where permitted, a committee of the Board of Directors) of the Company (each, a "Board Action") in accordance with the Company's Charter and By-Laws and applicable law, in each case so as not to result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company. (b) Prior to the issuance of any shares of the Class A Common Stock or the Preferred Stock, all actions necessary to the creation of any such Preferred Stock, whether by Charter amendment or by classification or reclassification of existing capital stock and the filing of Articles Supplementary, will have been taken. (c) Appropriate certificates representing shares of the Class A Common Stock or the Preferred Stock will be executed and delivered upon issuance of any shares of the Class A Common Stock or the Preferred Stock, as the case may be, and will comply with the Company's Charter and By-Laws and applicable law. (d) The final Prospectus and final Prospectus Supplement relating to the issuance of any of the Securities will in all matters material to this opinion conform to the provisions of the Preliminary Prospectus. (e) At the time of the issuance of any of the Securities the AIMCO L.P. Partnership Agreement will provide for the exchange directly or indirectly of Partnership Preferred Units or Partnership Common Units for the Securities in a manner consistent with Board Action. Based upon the foregoing and having regard for such legal consideration as we deem relevant, we are of the opinion and advise you that: 1. The Board of Directors has authorized the issuance of up to 20,000,000 shares of Class A Common Stock in exchange for Partnership Common Units of AIMCO Properties, L.P. Upon further authorizing action by Board Action of a specific issuance of Class A Common Stock in circumstances other than in exchange for such Partnership Common Units, and upon issuance and delivery of certificates for shares of such Class A Common Stock against a payment therefor in accordance with the terms and provisions of such further Board Action and in an amount not to exceed such 20,000,000 shares of Class A Common Stock, the AIMCO L.P. Partnership Agreement (as in effect at the time), the Registration Statement (as declared effective under the Act), and the Prospectus or the applicable Prospectus Supplement, the shares of the Class A Common Stock represented by such certificates will be duly authorized, validly issued, fully paid, and non-assessable. 2. The Board of Directors has authorized the issuance of up to 10,000,000 shares of Class I Cumulative Preferred Stock in exchange for Class Two Partnership Preferred Units of AIMCO Properties, L.P. and, upon issuance and delivery of certificates for shares of such Class I Cumulative Preferred Stock in exchange for such Class Two Partnership Preferred Units, in accordance with the terms and provisions of such Board Action and in an amount not to exceed the Company's authorized but unissued Class I Cumulative Preferred Stock of such Series, the AIMCO L.P. Partnership Agreement (as in effect at the time), the Registration Statement (as declared effective under the Act), and the Prospectus or the applicable Prospectus Supplement, the shares of the Preferred Stock represented by such certificates will be duly authorized, validly issued, fully paid, and non-assessable. The opinion stated herein relating to the validity and binding nature of obligations of the Company is subject to (i) the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium, or similar laws affecting creditors' rights generally and (ii) the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law). This opinion is limited to the laws of the State of Maryland, exclusive of the securities or "blue sky" laws of the State of Maryland. The foregoing opinion is rendered as of the date hereof. We assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or changes in the law which may hereafter occur. To the extent that any documents referred to herein are governed by the law of a jurisdiction other than Maryland, we have assumed that the laws of such jurisdiction are the same as the laws of the State of Maryland. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the heading "Legal Matters" in the Registration Statement. We further consent to the reliance on this opinion by Skadden, Arps, Slate, Meagher & Flom LLP in rendering their opinion to the Company in connection with the filing of the Registration Statement. This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated. Very truly yours, /s/ Piper & Marbury LLP EX-5.2 3 OPINION/CONSENT OF SKADDEN APRS, SLATE, MEGHER 1 EXHIBIT 5.2 [LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] March 30, 1999 AIMCO Properties, L.P. 1873 South Bellaire Street, 17th Floor Denver, Colorado 80222 Re: Apartment Investment and Management Company AIMCO Properties, L.P. Registration Statement on Form S-4 Dear Ladies and Gentlemen: We have acted as special counsel to AIMCO Properties, L.P., a Delaware limited partnership (the "Partnership"), in connection with the preparation of the Registration Statement (the "Registration Statement") on Form S-4 (File No. 333-60355), filed by the Partnership and Apartment Investment and Management Company, a Maryland corporation ("AIMCO"), with the Securities and Exchange Commission (the "Commission"). The Registration Statement relates to the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act of 1933, as amended (the "Securities Act"), of (i) up to $200,000,000 aggregate initial offering price of Partnership Common Units (the "Common Units") of the Partnership, and (ii) up to $200,000,000 aggregate initial offering price of Partnership Preferred Units (the "Preferred Units" and, together with the Common Units, the "Securities") of the Partnership. The Securities include Common Units and Class Two Partnership Preferred Units of the Partnership to be issued in exchange offers (the "Exchange Offers") described in Prospectus Supplements filed as a part of the Registration Statement. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act. 2 AIMCO Properties, L.P. March 30, 1999 Page 2 In connection with this opinion, we have examined originals or copies (including facsimile transmissions), certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the Agreement of Limited Partnership of the Partnership (the "Partnership Agreement"); (iii) the Partnership Unit Designation relating to the Class Two Partnership Preferred Units; (iv) the Certificate of Incorporation of AIMCO-GP, Inc., a Delaware corporation and the general partner of the Partnership (the "General Partner"); (v) the By-laws of the General Partner; and (vi) certain resolutions adopted by the Board of Directors of the General Partner (the "Board Resolutions"), relating to the issuance and sale, on a delayed or continuous basis, of the Securities and related matters. We have also examined originals or copies (including facsimile transmissions), certified or otherwise identified to our satisfaction, of such records of the Partnership and the General Partner, and such agreements, certificates or records of public officials, certificates of officers or other representatives of the Partnership, the General Partner and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed by parties other than the Partnership or the General Partner, we have assumed that such parties had or will have, as the case may be, the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity, enforceability and binding effect thereof. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Partnership, the General Partner and others. In rendering the opinions set forth in opinion paragraphs 2 and 3 below, we have further assumed that the issuance of the Securities will not violate, conflict with or constitute a breach of or default under (i) any agreement or instrument to which the Partnership, the General Partner or any of their assets is subject (excluding the Partnership Agreement), (ii) any law, rule, or regulation to which the Partnership, the General Partner, or any of their assets is subject (other than Delaware corporate or partnership law), (iii) any judicial or regulatory order or decree 3 AIMCO Properties, L.P. March 30, 1999 Page 3 of any governmental authority, or (iv) any consent, approval, license, authorization or validation of, or filing, recording or registration with any governmental authority. Members of our firm are admitted to the Bar in the State of Delaware and we do not express any opinion as to the laws of any jurisdiction other than the Delaware General Corporation Law, the Delaware Revised Uniform Limited Partnership Act and the laws of the United States of America to the extent referred to specifically herein. The Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to such laws, including the rules and regulations, as in effect on the date hereof. We further assume that the issuance, sale, amount, and terms of the Securities (other than pursuant to the Exchange Offers) has been or will be authorized and determined by proper action of the Board of Directors of the General Partner, and in accordance with the Partnership Agreement and applicable law. Based upon and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that: (1) The Common Units and the Class Two Partnership Preferred Units, when issued and sold pursuant to the Exchange Offers, will be validly issued and will not subject the holders thereof to any requirement to make further capital contributions to the Partnership. (2) Upon payment of the consideration and satisfaction of the terms and conditions established by the General Partner for the issuance thereof, the Common Units (except Common Units issued and sold pursuant to the Exchange Offers) will be validly issued. (3) Upon the due authorization and establishment of any additional class or series of Preferred Units by the General Partner in accordance with the Partnership Agreement and applicable law, and upon payment of the consideration and satisfaction of the terms and conditions established by the General Partner for the issuance thereof, Preferred Units of any such class or series (except the Class Two Partnership Preferred Units) will be validly issued. The foregoing opinion is rendered as of the date hereof. We assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in applicable law which may hereafter occur. 4 AIMCO Properties, L.P. March 30, 1999 Page 4 We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption "Legal Matters" in any prospectus or prospectus supplement which constitutes a part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP -----END PRIVACY-ENHANCED MESSAGE-----