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): December 3, 2001
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Exact name of registrant as specified in its charter)
Maryland 1-13232 84-1259577
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or File Number) Identification No.)
organization)
COLORADO CENTER, TOWER TWO, 2000 SOUTH COLORADO BOULEVARD,
SUITE 2-1000, DENVER, CO 80222-4348
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 757-8101
NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On December 3, 2001, Apartment Investment and Management Company
("AIMCO"), Casden Properties Inc. ("Casden") and XYZ Holdings LLC entered
into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to
which AIMCO will acquire Casden in a merger (the "Merger"). AIMCO, Casden
and certain related parties have entered into a series of related
transactions described in the Merger Agreement and the other agreements
attached hereto as exhibits.
The Merger Agreement and related agreements filed with this
Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2 and 10.3,
respectively, are incorporated by reference into this Item 5.
On December 4, 2001, AIMCO issued a press release relating to the
Merger and the related transactions, which is also filed with this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated by reference into
this Item 5.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
The following exhibits are filed with this report:
2.1 Agreement and Plan of Merger, dated as of
December 3, 2001, by and among Apartment
Investment and Management Company, a Maryland
corporation, Casden Properties Inc., a Maryland
corporation, and XYZ Holdings LLC, a Delaware
limited liability company.
10.1 Consent and Voting Agreement, dated December 3,
2001, by and among Apartment Investment and
Management Company, a Maryland corporation, and
certain stockholders of Casden Properties Inc.,
a Maryland corporation, and Casden Park La Brea
Inc., a Maryland corporation, set forth on the
signature pages thereto.
10.2 Master Indemnification Agreement, dated December
3, 2001, by and among Apartment Investment and
Management Company, a Maryland corporation, and
AIMCO Properties, L.P., a Delaware limited
partnership, and XYZ Holdings LLC, a Delaware
limited liability company, and the other parties
signatory thereto.
10.3 Tax Indemnification and Contest Agreement, dated
December 3, 2001, by and among Apartment
Investment and Management Company, a Maryland
corporation, and National Partnership
Investments Corp., a California corporation, and
XYZ Holdings LLC, a Delaware limited liability
company, and the other parties signatory
thereto.
99.1 Press Release of Apartment Investment and
Management Company, dated December 4, 2001.
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: December 6, 2001 By: /s/ Paul J. McAuliffe
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Paul J. McAuliffe
Executive Vice President,
Chief Financial Officer
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of
December 3, 2001, by and among Apartment
Investment and Management Company, a Maryland
corporation, Casden Properties Inc., a Maryland
corporation, and XYZ Holdings LLC, a Delaware
limited liability company.
10.1 Consent and Voting Agreement, dated December 3,
2001, by and among Apartment Investment and
Management Company, a Maryland corporation, and
certain stockholders of Casden Properties Inc.,
a Maryland corporation, and Casden Park La Brea
Inc., a Maryland corporation, set forth on the
signature pages thereto.
10.2 Master Indemnification Agreement, dated December
3, 2001, by and among Apartment Investment and
Management Company, a Maryland corporation, and
AIMCO Properties, L.P., a Delaware limited
partnership, and XYZ Holdings LLC, a Delaware
limited liability company, and the other parties
signatory thereto.
10.3 Tax Indemnification and Contest Agreement, dated
December 3, 2001, by and among Apartment
Investment and Management Company, a Maryland
corporation, and National Partnership
Investments Corp., a California corporation, and
XYZ Holdings LLC, a Delaware limited liability
company, and the other parties signatory
thereto.
99.1 Press Release of Apartment Investment and
Management Company, dated December 4, 2001.