8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 7, 2008

Apartment Investment and Management Company
__________________________________________
(Exact name of registrant as specified in its charter)

Maryland	001-13232	841259577
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
4582 S. Ulster Street Parkway, Suite 1100, Denver, Colorado		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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 7, 2008, Apartment Investment and Management Company ("Aimco") filed four Certificates of Correction to Aimco’s Articles of Restatement. The Certificates of Correction address a transcription error in articles supplementary for each of the Class T Cumulative Preferred Stock, Class U Cumulative Preferred Stock, Class V Cumulative Preferred Stock and Class Y Cumulative Preferred Stock (together the "Preferred Shares"). For each class of Preferred Shares, Article Third, Section 5(c) of the articles supplementary had been incorrectly drafted as two separate sentences, which made absolute the limitations on Aimco’s acquisition of Preferred Shares. The Certificates of Correction rectify the transcription error and condition the limitations on Aimco’s acquisition of any class of Preferred Shares on Aimco’s failure to pay full cumulative dividends on such class of Preferred Shares.

The Certificates of Correction are filed as Exhibit 3.1 to this report and are incor porated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Apartment Investment and Management Company
November 11, 2008	By:	Thomas M. Herzog
		Name: Thomas M. Herzog
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
3.1	Certificates of Correction

EX-3.1

CERTIFICATE OF CORRECTION
to
ARTICLES SUPPLEMENTARY
of
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(a Maryland corporation)

Class T Cumulative Preferred Stock

APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the “Corporation”), having its principal office in Baltimore City, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST:  Articles Supplementary dated July 16, 2003 of the Corporation relating to its Class T Cumulative Preferred Stock (par value $.01 per share) (the “Class T Preferred Stock”) were filed with the Department on July 18, 2003, and said Articles Supplementary require correction as permitted by Section 1-207 of the Corporations and Associations Article of the Annotated Code of Maryland.

SECOND:  (A)  Article Third, Section 5(c) of the Articles Supplementary as previously filed and to be corrected hereby reads as follows:

If full cumulative dividends on all outstanding shares of Class T Preferred Stock have not been declared and paid, or declared and set apart for payment, no shares of Class T Preferred Stock may be redeemed unless all outstanding shares of Class T Preferred Stock are simultaneously redeemed. Neither the Corporation nor any affiliate of the Corporation may purchase or acquire shares of Class T Preferred Stock, other than pursuant to a purchase or exchange offer made on the same terms to all holders of shares of Class T Preferred Stock.

(B)  Article Third, Section 5(c) of the Articles Supplementary as corrected hereby shall read as follows:

If full cumulative dividends on all outstanding shares of Class T Preferred Stock have not been declared and paid, or declared and set apart for payment, no shares of Class T Preferred Stock may be redeemed unless all outstanding shares of Class T Preferred Stock are simultaneously redeemed and neither the Corporation nor any affiliate of the Corporation may purchase or acquire shares of Class T Preferred Stock, other than pursuant to a purchase or exchange offer made on the same terms to all holders of shares of Class T Preferred Stock.

(C)  The inaccuracy or defect in Article Third, Section 5(c) of the Articles Supplementary as previously filed was an error in transcription.

THIRD:  The name of each party to the document being corrected is APARTMENT INVESTMENT AND MANAGEMENT COMPANY.

IN WITNESS WHEREOF, Apartment Investment and Management Company has caused this Certificate of Correction to be signed in its name and on its behalf by its Executive Vice President and Chief Financial Officer and witnessed by its Secretary on November 6, 2008.

WITNESS:
/s/ Lisa R. Cohn
Lisa R. Cohn, Secretary APARTMENT INVESTMENT AND MANAGEMENT COMPANY
By: /s/ Thomas M. Herzog
Thomas M. Herzog, Executive Vice President and
Chief Financial Officer

THE UNDERSIGNED, Executive Vice President and Chief Financial Officer of APARTMENT INVESTMENT AND MANAGEMENT COMPANY, with respect to the foregoing Certificate of Correction of which this certificate is made a part, hereby acknowledges, in the name and on behalf of the Corporation, the foregoing Certificate of Correction to be the act of the Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects, under the penalties of perjury.

/s/ Thomas M. Herzog
Thomas M. Herzog, Executive Vice President
and Chief Financial Officer

CERTIFICATE OF CORRECTION
to
ARTICLES SUPPLEMENTARY
of
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(a Maryland corporation)

Class U Cumulative Preferred Stock

APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the “Corporation”), having its principal office in Baltimore City, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST:  Articles Supplementary dated March 17, 2004 of the Corporation relating to its Class U Cumulative Preferred Stock (par value $.01 per share) (the “Class U Preferred Stock”) were filed with the Department on March 18, 2004, and said Articles Supplementary require correction as permitted by Section 1-207 of the Corporations and Associations Article of the Annotated Code of Maryland.

SECOND:  (A)  Article Third, Section 5(c) of the Articles Supplementary as previously filed and to be corrected hereby reads as follows:

If full cumulative dividends on all outstanding shares of Class U Preferred Stock have not been declared and paid, or declared and set apart for payment, no shares of Class U Preferred Stock may be redeemed unless all outstanding shares of Class U Preferred Stock are simultaneously redeemed. Neither the Corporation nor any affiliate of the Corporation may purchase or acquire shares of Class U Preferred Stock, other than pursuant to a purchase or exchange offer made on the same terms to all holders of shares of Class U Preferred Stock.

(B)  Article Third, Section 5(c) of the Articles Supplementary as corrected hereby shall read as follows:

If full cumulative dividends on all outstanding shares of Class U Preferred Stock have not been declared and paid, or declared and set apart for payment, no shares of Class U Preferred Stock may be redeemed unless all outstanding shares of Class U Preferred Stock are simultaneously redeemed and neither the Corporation nor any affiliate of the Corporation may purchase or acquire shares of Class U Preferred Stock, other than pursuant to a purchase or exchange offer made on the same terms to all holders of shares of Class U Preferred Stock.

(C)  The inaccuracy or defect in Article Third, Section 5(c) of the Articles Supplementary as previously filed was an error in transcription.

THIRD:  The name of each party to the document being corrected is APARTMENT INVESTMENT AND MANAGEMENT COMPANY.

IN WITNESS WHEREOF, Apartment Investment and Management Company has caused this Certificate of Correction to be signed in its name and on its behalf by its Executive Vice President and Chief Financial Officer and witnessed by its Secretary on November 6, 2008.

WITNESS:
/s/ Lisa R. Cohn
Lisa R. Cohn, Secretary APARTMENT INVESTMENT AND MANAGEMENT COMPANY
By: /s/ Thomas M. Herzog
Thomas M. Herzog, Executive Vice President and
Chief Financial Officer

THE UNDERSIGNED, Executive Vice President and Chief Financial Officer of APARTMENT INVESTMENT AND MANAGEMENT COMPANY, with respect to the foregoing Certificate of Correction of which this certificate is made a part, hereby acknowledges, in the name and on behalf of the Corporation, the foregoing Certificate of Correction to be the act of the Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects, under the penalties of perjury.

/s/ Thomas M. Herzog
Thomas M. Herzog, Executive Vice President
and Chief Financial Officer

CERTIFICATE OF CORRECTION
to
ARTICLES SUPPLEMENTARY
of
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(a Maryland corporation)

Class V Cumulative Preferred Stock

APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the “Corporation”), having its principal office in Baltimore City, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST:  Articles Supplementary dated September 24, 2004 of the Corporation relating to its Class V Cumulative Preferred Stock (par value $.01 per share) (the “Class V Preferred Stock”) were filed with the Department on September 28, 2004, and said Articles Supplementary require correction as permitted by Section 1-207 of the Corporations and Associations Article of the Annotated Code of Maryland.

SECOND:  (A)  Article Third, Section 5(c) of the Articles Supplementary as previously filed and to be corrected hereby reads as follows:

If full cumulative dividends on all outstanding shares of Class V Preferred Stock have not been declared and paid, or declared and set apart for payment, no shares of Class V Preferred Stock may be redeemed unless all outstanding shares of Class V Preferred Stock are simultaneously redeemed. Neither the Corporation nor any affiliate of the Corporation may purchase or acquire shares of Class V Preferred Stock, other than pursuant to a purchase or exchange offer made on the same terms to all holders of shares of Class V Preferred Stock.

(B)  Article Third, Section 5(c) of the Articles Supplementary as corrected hereby shall read as follows:

If full cumulative dividends on all outstanding shares of Class V Preferred Stock have not been declared and paid, or declared and set apart for payment, no shares of Class V Preferred Stock may be redeemed unless all outstanding shares of Class V Preferred Stock are simultaneously redeemed and neither the Corporation nor any affiliate of the Corporation may purchase or acquire shares of Class V Preferred Stock, other than pursuant to a purchase or exchange offer made on the same terms to all holders of shares of Class V Preferred Stock.

(C)  The inaccuracy or defect in Article Third, Section 5(c) of the Articles Supplementary as previously filed was an error in transcription.

THIRD:  The name of each party to the document being corrected is APARTMENT INVESTMENT AND MANAGEMENT COMPANY.

IN WITNESS WHEREOF, Apartment Investment and Management Company has caused this Certificate of Correction to be signed in its name and on its behalf by its Executive Vice President and Chief Financial Officer and witnessed by its Secretary on November 6, 2008.

WITNESS:
/s/ Lisa R. Cohn
Lisa R. Cohn, Secretary APARTMENT INVESTMENT AND MANAGEMENT COMPANY
By: /s/ Thomas M. Herzog
Thomas M. Herzog, Executive Vice President and
Chief Financial Officer

THE UNDERSIGNED, Executive Vice President and Chief Financial Officer of APARTMENT INVESTMENT AND MANAGEMENT COMPANY, with respect to the foregoing Certificate of Correction of which this certificate is made a part, hereby acknowledges, in the name and on behalf of the Corporation, the foregoing Certificate of Correction to be the act of the Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects, under the penalties of perjury.

/s/ Thomas M. Herzog
Thomas M. Herzog, Executive Vice President
and Chief Financial Officer

CERTIFICATE OF CORRECTION
to
ARTICLES SUPPLEMENTARY
of
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(a Maryland corporation)

Class Y Cumulative Preferred Stock

APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the “Corporation”), having its principal office in Baltimore City, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST:  Articles Supplementary dated December 16, 2004 of the Corporation relating to its Class Y Cumulative Preferred Stock (par value $.01 per share) (the “Class Y Preferred Stock”) were filed with the Department on December 17, 2004, and said Articles Supplementary require correction as permitted by Section 1-207 of the Corporations and Associations Article of the Annotated Code of Maryland.

SECOND:  (A)  Article Third, Section 5(c) of the Articles Supplementary as previously filed and to be corrected hereby reads as follows:

If full cumulative dividends on all outstanding shares of Class Y Preferred Stock have not been declared and paid, or declared and set apart for payment, no shares of Class Y Preferred Stock may be redeemed unless all outstanding shares of Class Y Preferred Stock are simultaneously redeemed. Neither the Corporation nor any affiliate of the Corporation may purchase or acquire shares of Class Y Preferred Stock, other than pursuant to a purchase or exchange offer made on the same terms to all holders of shares of Class Y Preferred Stock.

(B)  Article Third, Section 5(c) of the Articles Supplementary as corrected hereby shall read as follows:

If full cumulative dividends on all outstanding shares of Class Y Preferred Stock have not been declared and paid, or declared and set apart for payment, no shares of Class Y Preferred Stock may be redeemed unless all outstanding shares of Class Y Preferred Stock are simultaneously redeemed and neither the Corporation nor any affiliate of the Corporation may purchase or acquire shares of Class Y Preferred Stock, other than pursuant to a purchase or exchange offer made on the same terms to all holders of shares of Class Y Preferred Stock.

(C)  The inaccuracy or defect in Article Third, Section 5(c) of the Articles Supplementary as previously filed was an error in transcription.

THIRD:  The name of each party to the document being corrected is APARTMENT INVESTMENT AND MANAGEMENT COMPANY.

IN WITNESS WHEREOF, Apartment Investment and Management Company has caused this Certificate of Correction to be signed in its name and on its behalf by its Executive Vice President and Chief Financial Officer and witnessed by its Secretary on November 6, 2008.

WITNESS:
/s/ Lisa R. Cohn
Lisa R. Cohn, Secretary APARTMENT INVESTMENT AND MANAGEMENT COMPANY
By: /s/ Thomas M. Herzog
Thomas M. Herzog, Executive Vice President and
Chief Financial Officer

THE UNDERSIGNED, Executive Vice President and Chief Financial Officer of APARTMENT INVESTMENT AND MANAGEMENT COMPANY, with respect to the foregoing Certificate of Correction of which this certificate is made a part, hereby acknowledges, in the name and on behalf of the Corporation, the foregoing Certificate of Correction to be the act of the Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects, under the penalties of perjury.

/s/ Thomas M. Herzog
Thomas M. Herzog, Executive Vice President
and Chief Financial Officer