1
As filed with the Securities and Exchange Commission on March 20, 2001
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Exact name of Registrant as Specified in its Charter)
MARYLAND 84-1259577
---------------------------- -----------------------------------
(State of Incorporation or (I.R.S. Employer Identification No.)
Organization)
2000 SOUTH COLORADO BOULEVARD, TOWER TWO, SUITE 2-1000
DENVER, COLORADO 80222-7900
----------------------------------------------
(Address of principal executive offices)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [x]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-61409
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Class Q Cumulative Preferred Stock, par The New York Stock Exchange
value $.01 per share (liquidation preference
$25 per share)
Securities to be registered pursuant to Section 12(g) of the Act: None
================================================================================
2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement relates to the registration under
the Securities Exchange Act of 1934, as amended, of shares of Class Q Cumulative
Preferred Stock, par value $.01 per share (liquidation preference $25 per share)
(the "Class Q Preferred Stock"), of Apartment Investment and Management Company,
a Maryland corporation (the "Registrant"). The description of the Class Q
Preferred Stock to be registered hereunder is set forth under the caption
"Description of Class Q Cumulative Preferred Stock" in the Registrant's
Prospectus Supplement, dated March 14, 2001, with respect to the Class Q
Preferred Stock (the "Prospectus Supplement"), filed pursuant to Rule 424(b)
promulgated under the Securities Act of 1933, as amended, relating to the
Registrant's Registration Statement on Form S-3 (No. 333-61409) filed with the
Commission on November 25, 1998, as amended, which description is incorporated
herein by reference.
ITEM 2. EXHIBITS.
The Registrant intends to register the Class Q Preferred Stock
on The New York Stock Exchange, on which exchange other securities of the
Registrant are registered. Accordingly, copies of the following exhibits will be
filed with The New York Stock Exchange, and are filed as exhibits to this
Registration Statement:
3.1 Charter of Registrant (incorporated by reference to Exhibit
3.1 to the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2000).
3.2 Bylaws of Registrant (incorporated by reference to Exhibit 3.2
to the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2000).
3.3 Articles Supplementary relating to the Class Q Preferred
Stock.
3.4 Form of Stock Certificate relating to the Class Q Preferred
Stock.
2
3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Paul J. McAuliffe
----------------------------------
Name: Paul J. McAuliffe
Title: Executive Vice President,
Chief Financial Officer
Date: March 20, 2001
3
4
INDEX TO EXHIBIT
EXHIBIT NO. DESCRIPTION
----------- -----------
3.1 Charter of Registrant (incorporated by reference to Exhibit
3.1 to the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2000).
3.2 Bylaws of Registrant (incorporated by reference to Exhibit 3.2
to the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2000).
3.3 Articles Supplementary relating to the Class Q Preferred Stock.
3.4 Form of Stock Certificate relating to the Class Q Preferred Stock.
4