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) On December 31, 2011
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Exact name of registrant as specified in its charter)
| MARYLAND | 1-13232 | 84-1259577 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
AIMCO PROPERTIES, L.P.
(Exact name of registrant as specified in its charter)
| DELAWARE | 0-24497 | 84-1275621 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 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 8.01 Other Events.
Effective December 31, 2011, AIMCO-GP, Inc. (the “General Partner”), a wholly owned subsidiary of Apartment Investment and Management Company, a Maryland corporation (“Aimco”), and the general partner of AIMCO Properties, L.P., a Delaware limited partnership (the “Partnership”), entered into the Sixth Amendment (the “Amendment”) to the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”). The Amendment provides that, in lieu of redemption rights upon the occurrence of a change in control of Aimco, holders of the Partnership’s Class I High Performance Units (“HPU”) will have redemption rights only commencing after December 31, 2016. Each HPU entitles the holder to receive distributions and allocations of income and loss from the Partnership in the same amounts and at the same times as a holder of a common unit of the Partnership. Titahotwo Limited Partnership RLLLP (“Titahotwo”), a registered limited liability limited partnership for which Terry Considine serves as the general partner and holds a 0.5% ownership interest, holds 1,589,372 HPUs. Mr. Considine is the Chairman of the Board and Chief Executive Officer of Aimco and the General Partner.
A copy of the Amendment is attached as Exhibit 10.1 to this report and is incorporated herein by reference.
| ITEM 9.01. | Financial Statements and Exhibits. |
| (d) | The following exhibits are filed with this report: |
| Exhibit Number |
Description | |
| 10.1 | Sixth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 31, 2011 | |
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: January 3, 2012
| APARTMENT INVESTMENT AND MANAGEMENT COMPANY | ||
| /s/ Ernest M. Freedman | ||
| Ernest M. Freedman | ||
| Executive Vice President and Chief Financial Officer | ||
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: January 3, 2012
| AIMCO PROPERTIES, L.P. | ||
| By: | AIMCO-GP, INC., | |
| Its General Partner | ||
| /s/ Ernest M. Freedman |
| Ernest M. Freedman |
| Executive Vice President and Chief Financial Officer |
Exhibit 10.1
SIXTH AMENDMENT TO THE
FOURTH AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.
This SIXTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P., dated as of December 31, 2011 (this “Amendment”), is being executed by AIMCO-GP, Inc., a Delaware corporation (the “General Partner”), as the general partner of AIMCO Properties, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the authority conferred on the General Partner by Section 7.3.C of the Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994 and restated as of February 28, 2007, as amended and/or supplemented from time to time (including all the exhibits thereto, the “Agreement”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.
WHEREAS, the General Partner has determined it is in the best interests of the Partnership to amend Section 6 of the Partnership Unit Designation of the Class I High Performance Partnership Units (the “HPUs”) of the Partnership (Exhibit F to the Agreement) to provide that Holders of HPUs shall have redemption rights commencing after December 31, 2016, in lieu of redemption rights upon the occurrence of a Change in Control.
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Section 6 of the Partnership Unit Designation of the HPUs (Exhibit F to the Agreement) is hereby amended by deleting the words “Upon the occurrence of a Change of Control,” and inserting in lieu thereof the words “At any time after December 31, 2016,”
2. Section 6 of the Partnership Unit Designation of the HPUs (Exhibit F to the Agreement) is hereby amended by adding a new sentence at the end of Section 6 as follows: “Notwithstanding anything to the contrary herein, a Holder of Class I High Performance Partnership Units shall not have the right to redeem Class High Performance Partnership Units if the issuance of REIT Shares in exchange for such Class I High Performance Partnership Units would require shareholder approval (which has not been obtained) under the applicable rules of a securities exchange on which the REIT Shares are then listed.”
3. Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects.
IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.
| GENERAL PARTNER: | ||
| AIMCO-GP, INC. | ||
| By: |
/s/ Miles Cortez | |
| Name: |
Miles Cortez | |
| Title: |
Executive Vice President & Chief Administrative Officer | |