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) MARCH 25, 2002
--------------
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 1-13232 84-1259577
------------------------------- ----------- ----------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
2000 SOUTH COLORADO BOULEVARD, TOWER TWO, 80222-7900
SUITE 2-1000, DENVER, CO (Zip Code)
----------------------------------------- -----------
(Address of principal executive offices)
Registrant's telephone number, including area code (303) 757-8101
---------------
NOT APPLICABLE
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. OTHER EVENTS
On March 25, 2002, Apartment Investment and Management Company (the
"Company") completed the sale of an aggregate of 1,000,000 shares of its Class R
Cumulative Preferred Stock, $.01 par value per share (the "Class R Preferred
Stock"), to Cohen & Steers Quality Income Realty Fund, Inc., a Maryland
corporation and Cohen & Steers Equity Income Fund, Inc., a Maryland corporation.
The sale was made pursuant to a purchase agreement, dated as of March 21, 2002,
a copy of which is included as Exhibit 1.1 to this Report and incorporated
herein by reference. On March 21, 2002, the Company entered into a placement
agency agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, a copy of which is included as Exhibit 1.2 to this Report and
incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
The following exhibits are filed with this report:
Exhibit
Number Description
------- -----------
1.1 Purchase Agreement, dated March 21, 2002, by and among
Cohen & Steers Quality Income Realty Fund, Inc., Cohen &
Steers Equity Income Fund, Inc. and Apartment Investment
and Management Company.
1.2 Placement Agency Agreement, dated March 21, 2002, by and
among Apartment Investment and Management Company, AIMCO
Properties, L.P., and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated.
4.1 Articles Supplementary relating to the Class R Cumulative
Preferred Stock.
5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP regarding the
validity of the Class R Cumulative Preferred Stock.
23.1 Consent of Piper Marbury Rudnick & Wolfe LLP (included in
Exhibit 5.1)
SIGNATURE
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
Date: March 25, 2002 By: /s/ Peter Kompaniez
---------------------
Peter Kompaniez
Vice Chairman of the Board
of Directors and President
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Exhibit
Number Description
------- -----------
1.1 Purchase Agreement, dated March 21, 2002, by and among Cohen &
Steers Quality Income Realty Fund, Inc., Cohen & Steers Equity
Income Fund, Inc. and Apartment Investment and Management
Company.
1.2 Placement Agency Agreement, dated March 21, 2002, by and among
Apartment Investment and Management Company, AIMCO Properties,
L.P. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
4.1 Articles Supplementary relating to the Class R Cumulative
Preferred Stock.
5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP regarding the
validity of the Class R Cumulative Preferred Stock.
23.1 Consent of Piper Marbury Rudnick & Wolfe LLP (included in
Exhibit 5.1).