SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) August 20, 2003
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
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(Exact name of registrant as specified in its charter)
MARYLAND 1-13232 84-1259577
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
4582 SOUTH ULSTER STREET PARKWAY
SUITE 1100, DENVER, CO 80237
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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
As previously disclosed in their quarterly reports on Form 10-Q for the
quarterly period ended June 30, 2003, on May 30, 2003, Apartment Investment and
Management Company ("Aimco") and AIMCO Properties, L.P. (the "Aimco Operating
Partnership") borrowed $250 million from a syndicate of financial institutions
pursuant to a term loan (the "Term Loan"), the proceeds of which were used to
pay down Aimco's revolving credit facility (the "Revolver"). The Term Loan
matures in five years, is repayable at Aimco's option at any time without
penalty and bears interest at an annual rate equal to LIBOR plus 2.75%. Aimco's
subsidiaries, AIMCO/Bethesda Holdings, Inc. and NHP Management Company, are
additional borrowers on the Term Loan, which is also guaranteed by certain
subsidiaries of Aimco. The obligations under the Term Loan are secured by the
equity interests in certain subsidiaries of Aimco and certain non-real estate
assets. All financial covenant requirements of the Term Loan are the same as the
requirements under Aimco's Revolver and its March 2002 term loan (the "Casden
Loan"). A copy of the credit agreement for the Term Loan, and certain other
documents entered into in connection with the Term Loan, are filed herewith as
exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
The following exhibits are filed with this report (1):
EXHIBIT NUMBER DESCRIPTION
10.1 Term Loan Credit Agreement ("Term Loan"), dated as of
May 30, 2003, by and among by and among Apartment
Investment and Management Company, AIMCO Properties,
L.P., AIMCO/Bethesda Holdings, Inc., NHP Management
Company, each lender from time to time party to the
Term Loan and Bank of America, N.A., as
administrative agent.
10.2 Payment Guaranty (Term Loan Guarantors), dated as of
May 30, 2003, by the guarantor signors thereto in
favor of Bank of America, N.A. and the lenders from
time to time party to the Term Loan.
10.3 Amended and Restated Intercreditor and Collateral
Agency Agreement, dated as of May 30, 2003, by and
among Bank of America, N.A. in its capacity as
collateral agent and as administrative agent for the
lenders on the Term Loan and the lenders on the
Revolver (as defined below), Lehman Commercial Paper
Inc., in its capacity as administrative agent for the
lenders on the Casden Loan (as defined below),
Apartment Investment and Management Company, AIMCO
Properties, L.P., AIMCO/Bethesda Holdings, Inc.,
and NHP Management Company.
10.4 Second Amendment to Fifth Amended and Restated Credit
Agreement (the "Revolver"), dated as of May 30, 2003,
by and among Apartment Investment and Management
Company, AIMCO Properties, L.P., AIMCO/Bethesda
Holdings, Inc., NHP Management Company, Bank of
America, N.A., and the lenders listed therein.
10.5 Amended and Restated Payment Guaranty (Revolver
Guarantors), dated as of May 30, 2003, by the
guarantor signors thereto in favor of Bank of
America, N.A. and the lenders from time to time party
to the Revolver.
10.6 Fifth Amendment, dated as of May 30, 2003, to the
Interim Credit Agreement, dated as of March 11, 2002
(as amended by the First Amendment and Waiver, dated
as of June 12, 2002, the Second Amendment, dated as
of August 2, 2002, the Third Amendment, dated as of
February 14, 2003, and the Fourth Amendment, dated as
of May 9, 2003, and as further amended, restated,
extended, supplemented or otherwise modified in
writing from time to time, the "Casden Loan"), by and
among Apartment Investment and Management Company,
AIMCO Properties, L.P., NHP Management Company,
Lehman Commercial Paper Inc., and the lenders from
time to time party thereto.
10.7 Form of Amended and Restated Payment Guaranty (Casden
Loan Guarantors), dated as of May 30, 2003, by the
guarantor signors thereto in favor of Lehman
Commercial Paper Inc. and the lenders from time to
time party to the Casden Loan.
(1) Schedules and supplemental materials to the exhibits have been omitted but
will be provided to the Securities and Exchange Commission upon request.
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: August 20, 2003
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
/s/ Paul J. McAuliffe
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Paul J. McAuliffe
Executive Vice President and
Chief Financial Officer