Preview
Full Doc
 | 2004 |
Apartment Investment and Management Company Announces Fourth Quarter 2003 Results
Apartment Investment and Management Company Announces Fourth Quarter 2003 Results (185K)
Doc #265296: Click preview link for longer preview.
AIMCO 4th Quarter 2003
Denver, Colorado?February 12, 2004
Apartment Investment and Management Company
Announces Fourth Quarter 2003 Results
SUMMARY FINANCIAL RESULTS Apartment Investment and Management Company ("Aimco") (NYSE:AIV) announced fourth quarter 2003 results including:
Net Income was $37.2 million, compared with $6.6 million in the fourth quarter 2002. Earnings (loss) per share (EPS) were $0.19 on a diluted basis, compared with $(0.17) in the same period last year, based on Net Income (loss) attributable to common stockholders.
Funds . . .
265296
|
Aimco Properties
As referenced in this Apartment Investment and Management Company Announces Fourth Quarter 2003 Results:
AIMCO Properties, L.P., – its presentation of the Consolidated Statements of Income pursuant to Rule 5-03 of Regulation S-X
[b]
The Aimco Operating Partnership is AIMCO Properties, L.P., the operating partnership in Aimco's UPREIT structure
1
[c]
Income from discontinued operations of consolidated properties is broken down as follows (
_____________
AIMCO Properties, L.P.) – charges for redemption related preferred stock issuance costs and impairment losses, all of which are adjusted for the Aimco operating partnership's share (AIMCO Properties, L.P.) . Similar to FFO, AFFO captures real estate performance by recognizing that real estate generally appreciates over time or maintains residual value to
_____________
dt 193997
;
AIMCO
As referenced in this Apartment Investment and Management Company Announces Fourth Quarter 2003 Results:
Apartment Investment and Management – EX 99.1
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 99.1
AIMCO 4th Quarter 2003
Denver, ColoradoFebruary 12, 2004
Apartment Investment and Management Company
Announces Fourth Quarter 2003 Results
SUMMARY FINANCIAL RESULTS Apartment Investment and Management Company ("Aimco") (NYSE:AIV) announced fourth quarter 2003 results including:
_____________
Apartment Investment and Management – 99.1
AIMCO 4th Quarter 2003
Denver, ColoradoFebruary 12, 2004
Apartment Investment and Management Company
Announces Fourth Quarter 2003 Results
SUMMARY FINANCIAL RESULTS Apartment Investment and Management Company ("Aimco") (NYSE:AIV) announced fourth quarter 2003 results including:
Net Income was $37.2 million, compared with $6.6 million in the
_____________
Apartment Investment and Management – 0.83
$
2.59
$
3.77
Contact: Investor Relations 303.691.4350, Investor@Aimco.com
Jennifer Martin, Vice PresidentInvestor Relations 303.691.4440
Apartment Investment and Management Company
Fourth Quarter 2003Page 2
Full year 2003 FFO results include charges of $7.6 million in issuance costs associated with preferred share
_____________
Apartment Investment and Management – of Tom Herzog from GE Real Estate to serve as Chief Accounting Officer; and by active portfolio management, selling weaker properties in weaker
Apartment Investment and Management Company
Fourth Quarter 2003Page 3
markets to invest in such better assets as The Palazzo, in the mid-Wilshire district of Los Angeles."
_____________
Apartment Investment and Management – Same Store" portfolio net operating income was $170.0 million for the fourth quarter 2003, down 8.1% from the fourth quarter 2002.
Apartment Investment and Management Company
Fourth Quarter 2003Page 4
SAME STORE OPERATING RESULTS
Fourth Quarter
Sequential
2003
2002
Variance
3rd Qtr 03
Variance
Same Store Operating Measures:
_____________
dt 152458
;
|
Casden
As referenced in this Apartment Investment and Management Company Announces Fourth Quarter 2003 Results:
Casden Properties – on its revolving credit facility, and $104 remaining outstanding on the term loan entered into in connection with the March 2002 acquisition of Casden Properties Inc.
Total proportionate debt decreased by $299 million during the quarter including: (i) $79 million reduction on the revolving credit facility; (ii) $260
_____________
dt 230044
|
| Full Doc
| 2003 |
Apartment Investment and Management Company Announces Second Quarter 2003 Results
Apartment Investment and Management Company Announces Second Quarter 2003 Results (242K)
Doc #265340: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}a2116193zex-99_1.txt
{DESCRIPTION}EX-99.1
{TEXT}
{Page}
EXHIBIT 99.1
AIMCO 2ND QUARTER 2003
Denver, Colorado - August 6, 2003
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ANNOUNCES SECOND QUARTER 2003 RESULTS
Occupancy Gains Drive $3.3 Million Increase in Quarterly "Same Store"
Net Rental Income. Transactions Reduce Cost of Preferred Capital.
SUMMARY FINANCIAL RESULTS Apartment Investment and Management Company
(NYSE:AIV) ("Aimco") announced second quarter 2003 results including:
- Net Income was $59.2 million, compared with $46.0 million in the
second quarter 2002. Earnings per share (EPS) was $0.39 on a diluted
basis, compared with $0.26 in the same period last year, based on Net
Income attributable to common stockholders.
- Funds from Operations (FFO; a non-GAAP financial measure defined in
the Glossary in Supplemental Information (the "Glossary")) was $100.6
million, or $0.91 per diluted common share, compared with $133.1
million, or $1.20 per share in the second quarter 2002.
- Adjusted Funds from Operations (AFFO; a non-GAAP financial measure
defined in the Glossary) was $76.6 million, or $0.70 per diluted
common share, compared with $99.2 million, or $0.97 per share, in the
second quarter 2002.
PER SHARE RESULTS
{Table}
{Caption}
SECOND QUARTER FIRST HALF
--------------------------------------------------------------------------------------------
2003 2002 2003 2002
--------------------------------------------------------------------------------------------
{S} {C} {C} {C} {C}
Earnings - EPS $ 0.39 $ 0.26 $ 0.39 $ 0.84
Funds from Operations - FFO $ 0.91 $ 1.20 $ 1.81 $ 2.50
Adjusted Funds from Operations - AFFO $ 0.70 $ 0.97 $ 1.35 $ 2.10
============================================================================================
{/Table}
Contact: Investor Relations 303.691.4350, Investor@Aimco.com
Jennifer Martin, Vice President - Investor Relations 303.691.4440
[AIMCO LOGO]
{Page}
Apartment Investment and Management Company
Second Quarter 2003 - Page 2
MANAGEMENT COMMENTS
"The economy is 18 months into recovery. Leading indicators are up for the
third straight month. Tax, fiscal and monetary stimulus is substantial.
BUT: it remains very tough in the apartment business to raise rents and
increase occupancy," said Terry Considine, Aimco's chairman and chief
executive officer. "At the same time, operating expenses have increased at
rates above inflation."
"In this environment, Aimco is focused on improving cost controls and
lowering its cost of capital by refinancing property debt and refunding
preferred stocks."
DIVIDENDS ON COMMON STOCK
As previously announced, the Aimco Board of Directors declared the
quarterly cash dividend of $0.82 per share of Class A Common Stock for
the quarter ended June 30, 2003, payable on August 21, 2003 to
stockholders of record on August 14, 2003. The dividend represents 114%
of AFFO (before deducting Capital Enhancements) and 90% of FFO for the
quarter ended June 30, 2003 and an 8.3% yield based on the $39.55
closing price of Aimco's Class A Common Stock on August 5, 2003. The
Board of Directors reviews and declares the dividend each quarter. If
the payout ratio were, or were expected, to exceed 100% for a sustained
period, the Board of Directors will consider a change in the dividend to
match operating profitability.
OPERATIONAL RESULTS
PROPERTY OPERATIONS Second quarter revenue from property operations
(which includes all real estate as reported on the GAAP Income
Statements: consolidated conventional and affordable, as segmented on
Schedules VIII, X and XII of Supplemental Information) of $378.4 million
was up $44.0 million, or 13%, compared with the second quarter 2002
primarily due to revenue from acquisition properties, newly consolidated
properties and redevelopment properties totaling $56.0 million, somewhat
offset by the effects of a weaker economy including a $10.1 million
reduction in consolidated "Same Store" revenue.
[AIMCO LOGO]
{Page}
Apartment Investment and Management Company
Second Quarter 2003 - Page 3
Second quarter expenses from property operations of $165.4 million were
up $30.9 million, or 23%, compared with the second quarter 2002
primarily due to expenses from acquisition properties, newly
consolidated properties and redevelopment properties totaling $24.2
million. In addition, consolidated "Same Store" expenses were up $8.3
million, including higher expenses related to utilities, turnover and
landscaping as described under "Same Store" Property Results.
PROPERTY OPERATIONS
{Table}
{Caption}
SECOND QUARTER FIRST HALF
-------------------------------------------------------------------------- --------------------------------
2003 2002 Variance 2003 2002 Variance
-------------------------------------------------------------------------- --------------------------------
{S} {C} {C} {C} {C} {C} {C}
Consolidated Property Operations:
Revenue $ 378.4 $ 334.4 13.2% $ 748.2 $ 639.7 17.0%
Expenses (165.4) (134.5) 23.0% (332.8) (249.8) 33.2%
-------------------------------------------------------------------------- --------------------------------
NOI ($mm) $ 213.0 $ 199.9 6.5% $ 415.4 $ 389.9 6.5%
========================================================================== ================================
{/Table}
Total income from property operations was $213.0 million, up $13.1 million,
or 7%, compared with the second quarter 2002. This included Net Operating
Income of $10.7 million from acquisitions made in the second half of 2002:
265340
|
Aimco Properties
As referenced in this Apartment Investment and Management Company Announces Second Quarter 2003 Results:
AIMCO
Properties, L.P.) – and discontinued
operations. Aimco calculates FFO based on the NAREIT definition, as further
adjusted for the minority interest in Aimco's operating partnership (AIMCO
Properties, L.P.) , plus amortization of intangibles, plus distributions to
minority partners in excess of income and less dividends/distributions on
preferred stock/partnership units.
_____________
dt 194011
;
|
AIMCO
As referenced in this Apartment Investment and Management Company Announces Second Quarter 2003 Results:
APARTMENT INVESTMENT AND MANAGEMENT – 3
{FILENAME}a2116193zex-99_1.txt
{DESCRIPTION}EX-99.1
{TEXT}
{Page}
EXHIBIT 99.1
AIMCO 2ND QUARTER 2003
Denver, Colorado - August 6, 2003
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ANNOUNCES SECOND QUARTER 2003 RESULTS
Occupancy Gains Drive $3.3 Million Increase in Quarterly "Same Store"
Net Rental Income. Transactions Reduce Cost
_____________
Apartment Investment and Management – Occupancy Gains Drive $3.3 Million Increase in Quarterly "Same Store"
Net Rental Income. Transactions Reduce Cost of Preferred Capital.
SUMMARY FINANCIAL RESULTS Apartment Investment and Management Company
(NYSE:AIV) ("Aimco") announced second quarter 2003 results including:
- Net Income was $59.2 million, compared with $46.0 million in the
_____________
Apartment Investment and Management – 10
============================================================================================
{/Table}
Contact: Investor Relations 303.691.4350, Investor@Aimco.com
Jennifer Martin, Vice President - Investor Relations 303.691.4440
[AIMCO LOGO]
{Page}
Apartment Investment and Management Company
Second Quarter 2003 - Page 2
MANAGEMENT COMMENTS
"The economy is 18 months into recovery. Leading indicators are up for the
third straight
_____________
Apartment Investment and Management – somewhat
offset by the effects of a weaker economy including a $10.1 million
reduction in consolidated "Same Store" revenue.
[AIMCO LOGO]
{Page}
Apartment Investment and Management Company
Second Quarter 2003 - Page 3
Second quarter expenses from property operations of $165.4 million were
up $30.9 million, or 23%,
_____________
Apartment Investment and Management – expenses related to increasing
occupancy, including turnover, marketing and administration; (iii) $2.5
million in higher repairs and maintenance and
[AIMCO LOGO]
{Page}
Apartment Investment and Management Company
Second Quarter 2003 - Page 4
landscaping services, in support of efforts to improve the physical
appearance and condition of properties; and (iv) $
_____________
dt 152475
|
Preview
Full Doc
| 2004 |
Aimco Properties, L.P. Announces Extension of Tender Offers
Aimco Properties, L.P. Announces Extension of Tender Offers (1K)
Doc #274964: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.(A)(5)
{SEQUENCE}2
{FILENAME}d16091a2exv99wxayx5y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
EXHIBIT (a)(5)
CONTACT: The Altman Group, Inc.
(800) 467-0821 (toll free)
FOR IMMEDIATE RELEASE
AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS
DENVER, COLORADO, July 13, 2004 - As previously announced, AIMCO
Properties, L.P. is tendering for any and all units of limited partnership
interest in Davidson Diversified Real Estate II, L.P. and National Property
Investors 7, subject to the terms of the respective Litigation Settlement Offers
(as amended and supplemented, the "Offers"). AIMCO Properties, L.P. has now
extended the expiration date of each of the Offers. The expiration date for each
of the Offers has been extended to midnight, New York City time, on August 13,
2004. The Offers were previously scheduled to expire at midnight, New York City
time, on July 13, 2004.
AIMCO Properties, L.P. has reported, based on information provided by
the Information Agent for the Offers, that as of the close of business on July
12, 2004, the approximate number of units set forth below had been tendered
pursuant to each of the Offers.
Name of Partnership Number of Units Tendered
----------------------------------------- ------------------------
Davidson Diversified Real Estate II, L.P. 23.5
National Property Investors 7 644
For further information, please contact The Altman Group, Inc at (800)
467-0821 (toll free), which is acting as the Information Agent for the Offers.
{/TEXT}
{/DOCUMENT}
274964
|
Aimco Properties
As referenced in this Aimco Properties, L.P. Announces Extension of Tender Offers:
AIMCO PROPERTIES, L.P. – d16091a2exv99wxayx5y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
EXHIBIT (a)(5)
CONTACT: The Altman Group, Inc.
(800) 467-0821 (toll free)
FOR IMMEDIATE RELEASE
AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS
DENVER, COLORADO, July 13, 2004 - As previously announced, AIMCO
Properties, L.P. is tendering for any and all
_____________
AIMCO
Properties, L.P. – 0821 (toll free)
FOR IMMEDIATE RELEASE
AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS
DENVER, COLORADO, July 13, 2004 - As previously announced, AIMCO
Properties, L.P. is tendering for any and all units of limited partnership
interest in Davidson Diversified Real Estate II, L.P. and National Property
Investors
_____________
AIMCO Properties, L.P. – L.P. and National Property
Investors 7, subject to the terms of the respective Litigation Settlement Offers
(as amended and supplemented, the "Offers"). AIMCO Properties, L.P. has now
extended the expiration date of each of the Offers. The expiration date for each
of the Offers has been extended to
_____________
AIMCO Properties, L.P. – City time, on August 13,
2004. The Offers were previously scheduled to expire at midnight, New York City
time, on July 13, 2004.
AIMCO Properties, L.P. has reported, based on information provided by
the Information Agent for the Offers, that as of the close of business on July
12,
_____________
dt 194122
;
Altman Group
As referenced in this Aimco Properties, L.P. Announces Extension of Tender Offers:
Altman Group, Inc – {DOCUMENT}
{TYPE}EX-99.(A)(5)
{SEQUENCE}2
{FILENAME}d16091a2exv99wxayx5y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
EXHIBIT (a)(5)
CONTACT: The Altman Group, Inc .
(800) 467-0821 (toll free)
FOR IMMEDIATE RELEASE
AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS
DENVER, COLORADO, July 13, 2004 -
_____________
Altman Group, Inc – of Units Tendered
----------------------------------------- ------------------------
Davidson Diversified Real Estate II, L.P. 23.5
National Property Investors 7 644
For further information, please contact The Altman Group, Inc at (800)
467-0821 (toll free), which is acting as the Information Agent for the Offers.
{/TEXT}
{/DOCUMENT}
_____________
dt 194538
;
| Davidson Diversified Real Estate II, L.P.
|
Preview
Full Doc
| 2004 |
Aimco Properties, L.P. Announces Extension of Tender Offers
Aimco Properties, L.P. Announces Extension of Tender Offers (1K)
Doc #274979: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.(A)(10)
{SEQUENCE}5
{FILENAME}d14618a3exv99wxayx10y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
CONTACT: The Altman Group, Inc.
(800) 467-0821 (toll free)
FOR IMMEDIATE RELEASE
AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS
DENVER, COLORADO, April 30, 2004 - As previously announced, AIMCO
Properties, L.P. is tendering for any and all units of limited partnership
interest in Consolidated Capital Institutional Properties and Consolidated
Capital Institutional Properties 2, subject to the terms of the respective
Litigation Settlement Offers (as amended and supplemented, the "Offers"). AIMCO
Properties, L.P. has now extended the expiration date of each of the Offers. The
expiration date for each of the Offers has been extended to midnight, New York
City time, on May 14, 2004. The Offers were previously scheduled to expire at
midnight, New York City time, on April 30, 2004.
AIMCO Properties, L.P. has reported, based on information provided by
the Information Agent for the Offers, that as of the close of business on April
29, 2004, the approximate number of units set forth below had been tendered
pursuant to each of the Offers.
{Table}
{Caption}
Name of Partnership Number of Units Tendered
------------------- ------------------------
{S} {C}
Consolidated Capital Institutional Properties 7,076.9
Consolidated Capital Institutional Properties 2 37,329.8
{/Table}
For further information, please contact The Altman Group, Inc at (800)
467-0821 (toll free), which is acting as the Information Agent for the Offers.
{/TEXT}
{/DOCUMENT}
274979
|
Aimco Properties
As referenced in this Aimco Properties, L.P. Announces Extension of Tender Offers:
AIMCO PROPERTIES, L.P. – SEQUENCE}5
{FILENAME}d14618a3exv99wxayx10y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
CONTACT: The Altman Group, Inc.
(800) 467-0821 (toll free)
FOR IMMEDIATE RELEASE
AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS
DENVER, COLORADO, April 30, 2004 - As previously announced, AIMCO
Properties, L.P. is tendering for any and all
_____________
AIMCO
Properties, L.P. – 0821 (toll free)
FOR IMMEDIATE RELEASE
AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS
DENVER, COLORADO, April 30, 2004 - As previously announced, AIMCO
Properties, L.P. is tendering for any and all units of limited partnership
interest in Consolidated Capital Institutional Properties and Consolidated
Capital Institutional Properties 2, subject
_____________
AIMCO
Properties, L.P. – Properties and Consolidated
Capital Institutional Properties 2, subject to the terms of the respective
Litigation Settlement Offers (as amended and supplemented, the "Offers"). AIMCO
Properties, L.P. has now extended the expiration date of each of the Offers. The
expiration date for each of the Offers has been extended to
_____________
AIMCO Properties, L.P. – City time, on May 14, 2004. The Offers were previously scheduled to expire at
midnight, New York City time, on April 30, 2004.
AIMCO Properties, L.P. has reported, based on information provided by
the Information Agent for the Offers, that as of the close of business on April
29,
_____________
dt 194134
;
|
Altman Group
As referenced in this Aimco Properties, L.P. Announces Extension of Tender Offers:
Altman Group, Inc – {DOCUMENT}
{TYPE}EX-99.(A)(10)
{SEQUENCE}5
{FILENAME}d14618a3exv99wxayx10y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
CONTACT: The Altman Group, Inc .
(800) 467-0821 (toll free)
FOR IMMEDIATE RELEASE
AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS
DENVER, COLORADO, April 30, 2004 -
_____________
Altman Group, Inc – C}
Consolidated Capital Institutional Properties 7,076.9
Consolidated Capital Institutional Properties 2 37,329.8
{/Table}
For further information, please contact The Altman Group, Inc at (800)
467-0821 (toll free), which is acting as the Information Agent for the Offers.
{/TEXT}
{/DOCUMENT}
_____________
dt 194543
|
Preview
Full Doc
| 2004 |
Aimco Properties, L.P. Announces Extension of Tender Offers
Aimco Properties, L.P. Announces Extension of Tender Offers (1K)
Doc #274983: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.(A)(6)
{SEQUENCE}3
{FILENAME}d13422a2exv99wxayx6y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
CONTACT: The Altman Group, Inc.
(800) 467-0821 (toll free)
FOR IMMEDIATE RELEASE
AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS
DENVER, COLORADO, April 9, 2004 - As previously announced,
AIMCO Properties, L.P. is tendering for any and all units of limited partnership
interest in Consolidated Capital Institutional Properties and Consolidated
Capital Institutional Properties 2, subject to the terms of the respective
Litigation Settlement Offers (as amended and supplemented, the "Offers"). AIMCO
Properties, L.P. has now extended the expiration date of each of the Offers. The
expiration date for each of the Offers has been extended to midnight, New York
City time, on April 30, 2004. The Offers were previously scheduled to expire at
midnight, New York City time, on April 9, 2004.
AIMCO Properties, L.P. has reported, based on information
provided by the Information Agent for the Offers, that as of the close of
business on April 8, 2004, the approximate number of units set forth below had
been tendered pursuant to each of the Offers.
Name of Partnership Number of Units Tendered
------------------- ------------------------
Consolidated Capital Institutional Properties 6,841.9
Consolidated Capital Institutional Properties 2 35,628.8
For further information, please contact The Altman Group, Inc
at (800) 467-0821 (toll free), which is acting as the Information Agent for the
Offers.
{/TEXT}
{/DOCUMENT}
274983
|
Aimco Properties
As referenced in this Aimco Properties, L.P. Announces Extension of Tender Offers:
AIMCO PROPERTIES, L.P. – SEQUENCE}3
{FILENAME}d13422a2exv99wxayx6y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
CONTACT: The Altman Group, Inc.
(800) 467-0821 (toll free)
FOR IMMEDIATE RELEASE
AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS
DENVER, COLORADO, April 9, 2004 - As previously announced,
AIMCO Properties, L.P. is tendering for any and all
_____________
AIMCO Properties, L.P. – 0821 (toll free)
FOR IMMEDIATE RELEASE
AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS
DENVER, COLORADO, April 9, 2004 - As previously announced,
AIMCO Properties, L.P. is tendering for any and all units of limited partnership
interest in Consolidated Capital Institutional Properties and Consolidated
Capital Institutional Properties 2, subject
_____________
AIMCO
Properties, L.P. – Properties and Consolidated
Capital Institutional Properties 2, subject to the terms of the respective
Litigation Settlement Offers (as amended and supplemented, the "Offers"). AIMCO
Properties, L.P. has now extended the expiration date of each of the Offers. The
expiration date for each of the Offers has been extended to
_____________
AIMCO Properties, L.P. – City time, on April 30, 2004. The Offers were previously scheduled to expire at
midnight, New York City time, on April 9, 2004.
AIMCO Properties, L.P. has reported, based on information
provided by the Information Agent for the Offers, that as of the close of
business on April 8,
_____________
dt 194138
;
|
Altman Group
As referenced in this Aimco Properties, L.P. Announces Extension of Tender Offers:
Altman Group, Inc – {DOCUMENT}
{TYPE}EX-99.(A)(6)
{SEQUENCE}3
{FILENAME}d13422a2exv99wxayx6y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
CONTACT: The Altman Group, Inc .
(800) 467-0821 (toll free)
FOR IMMEDIATE RELEASE
AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS
DENVER, COLORADO, April 9, 2004 -
_____________
Altman Group, Inc – Units Tendered
------------------- ------------------------
Consolidated Capital Institutional Properties 6,841.9
Consolidated Capital Institutional Properties 2 35,628.8
For further information, please contact The Altman Group, Inc
at (800) 467-0821 (toll free), which is acting as the Information Agent for the
Offers.
{/TEXT}
{/DOCUMENT}
_____________
dt 194544
|
Preview
Full Doc
| 2004 |
Aimco Properties, L.P. Announces Extension of Tender Offers
Aimco Properties, L.P. Announces Extension of Tender Offers (1K)
Doc #274985: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.(A)(5)
{SEQUENCE}3
{FILENAME}d13423a1exv99wxayx5y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
CONTACT: The Altman Group, Inc.
(800) 467-0821 (toll free)
FOR IMMEDIATE RELEASE
AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS
DENVER, COLORADO, March 22, 2004 - As previously announced,
AIMCO Properties, L.P. is tendering for any and all units of limited partnership
interest in Consolidated Capital Institutional Properties and Consolidated
Capital Institutional Properties 2, subject to the terms of the respective
Litigation Settlement Offers (as amended and supplemented, the "Offers"). AIMCO
Properties, L.P. has now extended the expiration date of each of the Offers. The
expiration date for each of the Offers has been extended to midnight, New York
City time, on April 9, 2004. The Offers were previously scheduled to expire at
midnight on March 22, 2004.
AIMCO Properties, L.P. has reported, based on information
provided by the Information Agent for the Offers, that as of the close of
business on March 19, 2004, the approximate number of units set forth below had
been tendered pursuant to each of the Offers.
Name of Partnership Number of Units Tendered
------------------- ------------------------
Consolidated Capital Institutional Properties 4,392.7
Consolidated Capital Institutional Properties 2 22,909.6
For further information, please contact The Altman Group, Inc
at (800) 467-0821 (toll free), which is acting as the Information Agent for the
Offers.
{/TEXT}
{/DOCUMENT}
274985
|
Aimco Properties
As referenced in this Aimco Properties, L.P. Announces Extension of Tender Offers:
AIMCO PROPERTIES, L.P. – SEQUENCE}3
{FILENAME}d13423a1exv99wxayx5y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
CONTACT: The Altman Group, Inc.
(800) 467-0821 (toll free)
FOR IMMEDIATE RELEASE
AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS
DENVER, COLORADO, March 22, 2004 - As previously announced,
AIMCO Properties, L.P. is tendering for any and all
_____________
AIMCO Properties, L.P. – 0821 (toll free)
FOR IMMEDIATE RELEASE
AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS
DENVER, COLORADO, March 22, 2004 - As previously announced,
AIMCO Properties, L.P. is tendering for any and all units of limited partnership
interest in Consolidated Capital Institutional Properties and Consolidated
Capital Institutional Properties 2, subject
_____________
AIMCO
Properties, L.P. – Properties and Consolidated
Capital Institutional Properties 2, subject to the terms of the respective
Litigation Settlement Offers (as amended and supplemented, the "Offers"). AIMCO
Properties, L.P. has now extended the expiration date of each of the Offers. The
expiration date for each of the Offers has been extended to
_____________
AIMCO Properties, L.P. – to midnight, New York
City time, on April 9, 2004. The Offers were previously scheduled to expire at
midnight on March 22, 2004.
AIMCO Properties, L.P. has reported, based on information
provided by the Information Agent for the Offers, that as of the close of
business on March 19,
_____________
dt 194140
;
|
Altman Group
As referenced in this Aimco Properties, L.P. Announces Extension of Tender Offers:
Altman Group, Inc – {DOCUMENT}
{TYPE}EX-99.(A)(5)
{SEQUENCE}3
{FILENAME}d13423a1exv99wxayx5y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
CONTACT: The Altman Group, Inc .
(800) 467-0821 (toll free)
FOR IMMEDIATE RELEASE
AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS
DENVER, COLORADO, March 22, 2004 -
_____________
Altman Group, Inc – Units Tendered
------------------- ------------------------
Consolidated Capital Institutional Properties 4,392.7
Consolidated Capital Institutional Properties 2 22,909.6
For further information, please contact The Altman Group, Inc
at (800) 467-0821 (toll free), which is acting as the Information Agent for the
Offers.
{/TEXT}
{/DOCUMENT}
_____________
dt 194545
|
Preview
Full Doc
| 2004 |
Press Release
Press Release (1K)
Doc #274992: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.(A)(15)
{SEQUENCE}3
{FILENAME}d13841cexv99wxayx15y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
CONTACT: The Altman Group, Inc.
(800) 217-9608 (toll free)
FOR IMMEDIATE RELEASE
DENVER, COLORADO, March 19, 2004. As previously announced,
AIMCO/Bethesda Holdings Acquisitions, Inc. is tendering for units of limited
partnership interest in Oxford Residential Properties I Limited Partnership,
subject to the terms of their Amended and Restated Offer to Purchase, as
amended. AIMCO/Bethesda Holdings Acquisitions, Inc. has extended the expiration
time of its offer. The expiration time for the offer has been extended to
midnight, New York time, on Wednesday, March 31, 2004. The offer was previously
scheduled to expire at midnight, New York time, on March 19, 2004.
AIMCO/Bethesda Holdings Acquisitions, Inc. reported, based on
information provided by the Information Agent for the offer, that as of the
close of business on March 18, 2004, approximately 155 units (or approximately
0.66% of the units outstanding) had been tendered pursuant to the offer.
For further information, please contact The Altman Group, Inc. at (800)
217-9608 (toll free), which is acting as the Information Agent for the offer.
{/TEXT}
{/DOCUMENT}
274992
| |
Altman Group
As referenced in this Press Release:
Altman Group, Inc – {DOCUMENT}
{TYPE}EX-99.(A)(15)
{SEQUENCE}3
{FILENAME}d13841cexv99wxayx15y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
CONTACT: The Altman Group, Inc .
(800) 217-9608 (toll free)
FOR IMMEDIATE RELEASE
DENVER, COLORADO, March 19, 2004. As previously announced,
AIMCO/Bethesda Holdings Acquisitions, Inc. is
_____________
Altman Group, Inc – 155 units (or approximately
0.66% of the units outstanding) had been tendered pursuant to the offer.
For further information, please contact The Altman Group, Inc . at (800)
217-9608 (toll free), which is acting as the Information Agent for the offer.
{/TEXT}
{/DOCUMENT}
_____________
dt 194546
|
Preview
Full Doc
| 2004 |
Press Release
Press Release (1K)
Doc #274999: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.(A)(14)
{SEQUENCE}3
{FILENAME}d13074cexv99wxayx14y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
EXHIBIT (a)(14)
CONTACT: The Altman Group, Inc.
(800) 217-9608 (toll free)
FOR IMMEDIATE RELEASE
DENVER, COLORADO, February 27, 2004. As previously announced, AIMCO
Properties, L.P. is tendering for depositary unit certificates ("units") in U.S.
Realty Partners Limited Partnership, subject to the terms of their Amended and
Restated Offer to Purchase, as amended. AIMCO Properties, L.P. has extended the
expiration time of its offer. The expiration time for the offer has been
extended to midnight, New York time, on Friday, March 19, 2004. The offer was
previously scheduled to expire at midnight, New York time, on February 27, 2004.
AIMCO Properties, L.P. reported, based on information provided by the
Information Agent for the offer, that as of the close of business on February
26, 2004, approximately 57,912 units (or 4.739% of the units outstanding) had
been tendered pursuant to the offer.
For further information, please contact The Altman Group, Inc. at
(800) 217-9608 (toll free), which is acting as the Information Agent for the
offer.
{/TEXT}
{/DOCUMENT}
274999
|
Aimco Properties
As referenced in this Press Release:
AIMCO
Properties, L.P. – a)(14)
CONTACT: The Altman Group, Inc.
(800) 217-9608 (toll free)
FOR IMMEDIATE RELEASE
DENVER, COLORADO, February 27, 2004. As previously announced, AIMCO
Properties, L.P. is tendering for depositary unit certificates ("units") in U.S.
Realty Partners Limited Partnership, subject to the terms of their Amended and
Restated
_____________
AIMCO Properties, L.P. – certificates ("units") in U.S.
Realty Partners Limited Partnership, subject to the terms of their Amended and
Restated Offer to Purchase, as amended. AIMCO Properties, L.P. has extended the
expiration time of its offer. The expiration time for the offer has been
extended to midnight, New York time, on
_____________
AIMCO Properties, L.P. – York time, on Friday, March 19, 2004. The offer was
previously scheduled to expire at midnight, New York time, on February 27, 2004.
AIMCO Properties, L.P. reported, based on information provided by the
Information Agent for the offer, that as of the close of business on February
26, 2004,
_____________
dt 194152
;
|
Altman Group
As referenced in this Press Release:
Altman Group, Inc – {DOCUMENT}
{TYPE}EX-99.(A)(14)
{SEQUENCE}3
{FILENAME}d13074cexv99wxayx14y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
EXHIBIT (a)(14)
CONTACT: The Altman Group, Inc .
(800) 217-9608 (toll free)
FOR IMMEDIATE RELEASE
DENVER, COLORADO, February 27, 2004. As previously announced, AIMCO
Properties, L.P. is tendering
_____________
Altman Group, Inc – 57,912 units (or 4.739% of the units outstanding) had
been tendered pursuant to the offer.
For further information, please contact The Altman Group, Inc . at
(800) 217-9608 (toll free), which is acting as the Information Agent for the
offer.
{/TEXT}
{/DOCUMENT}
_____________
dt 194550
|
Preview
Full Doc
| 2004 |
Press Release
Press Release (1K)
Doc #275008: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.(A)(13)
{SEQUENCE}3
{FILENAME}d12683cexv99wxayx13y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
CONTACT: The Altman Group, Inc.
(800) 217-9608 (toll free)
FOR IMMEDIATE RELEASE
DENVER, COLORADO, February 13, 2004. As previously announced,
AIMCO/Bethesda Holdings Acquisitions, Inc. is tendering for units of limited
partnership interest in Oxford Residential Properties I Limited Partnership,
subject to the terms of their Amended and Restated Offer to Purchase, as
amended. AIMCO/Bethesda Holdings Acquisitions, Inc. has extended the expiration
time of its offer. The expiration time for the offer has been extended to
midnight, New York time, on Friday, February 27, 2004. The offer was previously
scheduled to expire at midnight, New York time, on February 13, 2004.
AIMCO/Bethesda Holdings Acquisitions, Inc. reported, based on
information provided by the Information Agent for the offer, that as of the
close of business on February 12, 2004, approximately 145 units (or
approximately 0.62% of the units outstanding) had been tendered pursuant to the
offer.
For further information, please contact The Altman Group, Inc. at (800)
217-9608 (toll free), which is acting as the Information Agent for the offer.
{/TEXT}
{/DOCUMENT}
275008
| |
Altman Group
As referenced in this Press Release:
Altman Group, Inc – {DOCUMENT}
{TYPE}EX-99.(A)(13)
{SEQUENCE}3
{FILENAME}d12683cexv99wxayx13y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
CONTACT: The Altman Group, Inc .
(800) 217-9608 (toll free)
FOR IMMEDIATE RELEASE
DENVER, COLORADO, February 13, 2004. As previously announced,
AIMCO/Bethesda Holdings Acquisitions, Inc. is
_____________
Altman Group, Inc – 145 units (or
approximately 0.62% of the units outstanding) had been tendered pursuant to the
offer.
For further information, please contact The Altman Group, Inc . at (800)
217-9608 (toll free), which is acting as the Information Agent for the offer.
{/TEXT}
{/DOCUMENT}
_____________
dt 194554
|
Preview
Full Doc
| 2004 |
Press Release
Press Release (1K)
Doc #275009: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.(A)(12)
{SEQUENCE}3
{FILENAME}d12281cexv99wxayx12y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
CONTACT: The Altman Group, Inc.
(800) 217-9608 (toll free)
FOR IMMEDIATE RELEASE
DENVER, COLORADO, January 30, 2004. As previously announced,
AIMCO/Bethesda Holdings Acquisitions, Inc. is tendering for units of limited
partnership interest in Oxford Residential Properties I Limited Partnership,
subject to the terms of their Amended and Restated Offer to Purchase, as
amended. AIMCO/Bethesda Holdings Acquisitions, Inc. has extended the expiration
time of its offer. The expiration time for the offer has been extended to
midnight, New York time, on Friday, February 13, 2004. The offer was previously
scheduled to expire at midnight, New York time, on January 30, 2004.
AIMCO/Bethesda Holdings Acquisitions, Inc. reported, based on
information provided by the Information Agent for the offer, that as of the
close of business on January 29, 2004, approximately 130 units (or 0.953% of the
units outstanding) had been tendered pursuant to the offer.
For further information, please contact The Altman Group, Inc. at (800)
217-9608 (toll free), which is acting as the Information Agent for the offer.
{/TEXT}
{/DOCUMENT}
275009
| |
Altman Group
As referenced in this Press Release:
Altman Group, Inc – {DOCUMENT}
{TYPE}EX-99.(A)(12)
{SEQUENCE}3
{FILENAME}d12281cexv99wxayx12y.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
CONTACT: The Altman Group, Inc .
(800) 217-9608 (toll free)
FOR IMMEDIATE RELEASE
DENVER, COLORADO, January 30, 2004. As previously announced,
AIMCO/Bethesda Holdings Acquisitions, Inc. is
_____________
Altman Group, Inc – approximately 130 units (or 0.953% of the
units outstanding) had been tendered pursuant to the offer.
For further information, please contact The Altman Group, Inc . at (800)
217-9608 (toll free), which is acting as the Information Agent for the offer.
{/TEXT}
{/DOCUMENT}
_____________
dt 194555
|
Preview
Full Doc
| 2000 |
Acquisition Agreement
Acquisition Agreement (257K)
Doc #265717: Click preview link for longer preview.
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT, executed and effective as of June 28, 2000
(the "Effective Date"), by and among Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), AIMCO Properties, L.P., a Delaware
limited partnership ("AIMCO OP"), AIMCO/NHP Properties, Inc., a Delaware
corporation ("AIMCO/NHP") and NHP Management Company, a District of Columbia
corporation ("NHP" and, together with AIMCO, AIMCO/NHP and AIMCO OP, the
"Buyers"), Leo E. Zickler, an individual ("Zickler"), Francis P. Lavin, an
individual ("Lavin"), Robert B. Downing, an individual ("Downing"), Mark E.
Schifrin, an individual ("Schifrin"), Marc B. Abrams, an individual ("Abrams"),
and Richard R. Singleton, an individual ("Singleton", and, together with
Zickler, Lavin, Downing, Schifrin and Abrams, the "Sellers")(the "Agreement").
WHEREAS, Sellers desire to sell and/or contribute their respective
interests in the Acquired Assets (as hereinafter defined) to Buyers in exchange
for cash, units of limited partnership interest in AIMCO OP ("OP Units"), and/or
shares of AIMCO Stock (as hereinafter defined), and Buyers desire to accept such
interests in exchange for such consideration; and
WHEREAS, the parties hereto agree that each and every provision
incorporated in this Agreement has been a material inducement for Buyers and
Sellers entering into the transaction contemplated by this Agreement, including,
without limitation the representations and warranties and the indemnifications
of Buyers and Sellers.
NOW, THEREFORE, in consideration of the foregoing and the covenants of
the parties set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, subject to the terms
and conditions set forth herein, the parties hereby agree as follows:
ARTICLE I.
DEFINITIONS
1.1. Definitions. The capitalized terms used in this Agreement and not
otherwise defined herein shall have the following meanings (unless the context
otherwise requires, such capitalized terms shall include the singular and plural
and the conjunctive and disjunctive forms of the terms defined):
"Accredited Investor" shall have the meaning ascribed thereto in
Regulation D of the Rules and Regulations promulgated under the Securities Act.
"Acknowledgment" shall mean an Acknowledgment and Acceptance of
Admission of Limited Partner, substantially in the form of Exhibit A.
1
{PAGE} 10
"Acquired Assets" shall mean, without duplication, the assets set
forth on Exhibit 2.1, subject to adjustment and/or exclusion as provided by the
terms of this Agreement.
"Acquired Business" shall mean, (i) the Acquired Assets and (ii) the
Assumed Liabilities.
"Actual AIMCO Market Price" shall mean, as of any Determination Date,
the average of the high and low reported sale prices (regular way) of AIMCO
Stock on the New York Stock Exchange on each of twenty (20) consecutive full
trading days ending on the fifth (5th) full trading day prior to the
Determination Date.
"ADA" shall mean the Americans with Disabilities Act of 1990.
"Affiliate" shall mean, with respect to any Person, any other Person
that directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with such Person within the meaning of
SEC Rule 144(a)(1).
"Agreed Representations and Warranties" shall have the meaning set
forth in Section 11.2.
"AIMCO Market Price" shall mean, as of any Determination Date, (i) the
average of the high and low reported sale prices (regular way) of AIMCO Stock on
the New York Stock Exchange on each of twenty (20) consecutive full trading days
ending on the fifth (5th) full trading day prior to the Determination Date, (ii)
$40 per share if the average determined pursuant to clause (i) is less than $40
per share or (iii) $45 per share if the average determined pursuant to clause
(i) is greater than $45 per share.
"AIMCO/SEC Reports" shall have the meaning set forth in Section 7.7.
"AIMCO Stock" shall mean shares of Class A Common Stock, par value
$.01 per share, of AIMCO.
"Amended and Restated Warrant Agreement" shall mean a warrant
agreement in the form of Exhibit V.
"Applicable Sellers' Cap" shall have the meaning set forth in Section
11.1(c).
"Approvals" shall have the meaning set forth in Section 5.12.
"Assignment and Assumption of Corporate Debt" shall mean an Assignment
and Assumption of Corporate Debt, substantially in the form of Exhibit B.
265717
|
Aimco Properties
As referenced in this Acquisition Agreement:
AIMCO PROPERTIES, L.P., – 00
{TEXT}
{PAGE} 1
EXHIBIT 2.1
ACQUISITION AGREEMENT
dated as of
JUNE 28, 2000
by and among
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
NHP Management company
and
AIMCO/NHP PROPERTIES, INC.,
as Buyers,
and
LEO E. ZICKLER,
FRANCIS P. LAVIN,
ROBERT B. DOWNING,
MARK E.
_____________
AIMCO Properties, L.P., – executed and effective as of June 28, 2000
(the "Effective Date"), by and among Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), AIMCO Properties, L.P., a Delaware
limited partnership ("AIMCO OP"), AIMCO/NHP Properties, Inc., a Delaware
corporation ("AIMCO/NHP") and NHP Management Company, a District of
_____________
AIMCO
PROPERTIES, L.P., – MAY BE
SOLD OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON
TRANSFER SET FORTH IN THE AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO
PROPERTIES, L.P., DATED AS OF JULY 29, 1994/THE BY-LAWS OF THE CORPORATION,
AS IT MAY BE AMENDED AND/OR SUPPLEMENTED FROM TIME
_____________
AIMCO PROPERTIES, L.P., – this Agreement as of
the date first above written.
BUYERS:
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY,
a Maryland corporation
By:
----------------------------------
Peter K. Kompaniez
President
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership
By: AIMCO-GP, Inc.
its general partner
By:
-------------------------
Peter K. Kompaniez
President
NHP MANAGEMENT COMPANY, a District
of
_____________
dt 194119
;
AIMCO
As referenced in this Acquisition Agreement:
APARTMENT INVESTMENT AND MANAGEMENT – ACQUSITION AGREEMENT DATED 6/28/00
{TEXT}
{PAGE} 1
EXHIBIT 2.1
ACQUISITION AGREEMENT
dated as of
JUNE 28, 2000
by and among
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
NHP Management company
and
AIMCO/NHP PROPERTIES, INC.,
as Buyers,
and
LEO E. ZICKLER,
FRANCIS P. LAVIN,
ROBERT
_____________
Apartment Investment and Management
– TABLE}
3
{PAGE} 9
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT, executed and effective as of June 28, 2000
(the "Effective Date"), by and among Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), AIMCO Properties, L.P., a Delaware
limited partnership ("AIMCO OP"), AIMCO/NHP Properties, Inc., a Delaware
corporation ("
_____________
Apartment Investment and Management – Service mail or nationally recognized
overnight courier service; in each case to the address set forth below:
if to any of Buyers, to:
Apartment Investment and Management Company
2000 South Colorado Boulevard
Tower Two; Suite 2 - 1000
Denver, Colorado 80222
Attention: Mr. Terry Considine
Telephone: (303) 757-8600; Fax: (303)
_____________
Apartment Investment and Management – Colorado Boulevard
Tower Two; Suite 2 - 1000
Denver, Colorado 80222
Attention: Mr. Terry Considine
Telephone: (303) 757-8600; Fax: (303) 692-0786
And
Apartment Investment and Management Company
18350 Mt. Langley Ave.
Suite 220
Fountain Valley, CA 92708
Attention: Mr. Peter K. Kompaniez
Telephone: (714) 593-1733; Fax (714) 593-
_____________
APARTMENT INVESTMENT
AND MANAGEMENT – INTENTIONALLY BLANK]
71
{PAGE} 80
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
BUYERS:
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY,
a Maryland corporation
By:
----------------------------------
Peter K. Kompaniez
President
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership
By: AIMCO-GP, Inc.
its general
_____________
dt 152629
;
Fannie Mae
As referenced in this Acquisition Agreement:
FNMA – REIT Status.
78
{PAGE} 87
DISCLOSURE SCHEDULE 4.3
REQUIRED CONSENTS OF BUYERS:
General Electric
CNA
REQUIRED CONSENTS OF SELLERS:
General Electric
CNA
FNMA
Banco Santander
Merrill Lynch
Conduit loans originally securitized by DLJ, First Union, Nomura and
Merrill Lynch
Northwestern Mutual
CIGNA
79
{/TEXT}
{/DOCUMENT}
_____________
dt 161980
;
|
 Merrill Lynch
As referenced in this Acquisition Agreement:
Merrill Lynch &
Co – by Buyers in connection
with the transactions contemplated hereby, including without limitation, the
Holdback Security Agreement, and (vi) the fees and expenses of Merrill Lynch &
Co mpany payable in connection with the transactions contemplated hereby,
pursuant to that certain letter agreement, dated November 18, 1999.
"Cash Accounts" means all
_____________
dt 149840
;
 Hale and Dorr
As referenced in this Acquisition Agreement:
Hale and Dorr – have the meaning set forth in
Section 11.1(a)(i).
"Sellers' Transaction Costs" shall mean (i) the fees and expenses
payable to Hale and Dorr LLP and any other counsel of Sellers for legal services
rendered to Sellers and the Oxford Entities in connection with the transactions
_____________
Hale and Dorr – 3(a), the Closing shall take place at 10:00 a.m., Eastern Daylight
Time, on July 28, 2000, at the offices of Hale and Dorr LLP, 1455 Pennsylvania
Avenue, N.W., Washington, D.C. 20004; provided that, except as set forth in
Section 4.1(b), if
_____________
Hale and Dorr – E. Schifrin,
Mr. Marc B. Abrams, and Mr. Richard R. Singleton
Telephone: (301) 654-3100; Fax: (301) 951-3495
with a copy to:
Hale and Dorr LLP
1455 Pennsylvania Avenue, N.W.
Washington, District of Columbia 20004
Attention: Steven Snider, Esq.
Telephone: 2029428400; Fax (202) 942-8484
or
_____________
dt 163580
;
More... |
Preview
Full Doc
| 2000 |
Acquisition Agreement
Acquisition Agreement (257K)
Doc #275274: Click preview link for longer preview.
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT, executed and effective as of June 28, 2000
(the "Effective Date"), by and among Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), AIMCO Properties, L.P., a Delaware
limited partnership ("AIMCO OP"), AIMCO/NHP Properties, Inc., a Delaware
corporation ("AIMCO/NHP") and NHP Management Company, a District of Columbia
corporation ("NHP" and, together with AIMCO, AIMCO/NHP and AIMCO OP, the
"Buyers"), Leo E. Zickler, an individual ("Zickler"), Francis P. Lavin, an
individual ("Lavin"), Robert B. Downing, an individual ("Downing"), Mark E.
Schifrin, an individual ("Schifrin"), Marc B. Abrams, an individual ("Abrams"),
and Richard R. Singleton, an individual ("Singleton", and, together with
Zickler, Lavin, Downing, Schifrin and Abrams, the "Sellers")(the "Agreement").
WHEREAS, Sellers desire to sell and/or contribute their respective
interests in the Acquired Assets (as hereinafter defined) to Buyers in exchange
for cash, units of limited partnership interest in AIMCO OP ("OP Units"), and/or
shares of AIMCO Stock (as hereinafter defined), and Buyers desire to accept such
interests in exchange for such consideration; and
WHEREAS, the parties hereto agree that each and every provision
incorporated in this Agreement has been a material inducement for Buyers and
Sellers entering into the transaction contemplated by this Agreement, including,
without limitation the representations and warranties and the indemnifications
of Buyers and Sellers.
NOW, THEREFORE, in consideration of the foregoing and the covenants of
the parties set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, subject to the terms
and conditions set forth herein, the parties hereby agree as follows:
ARTICLE I.
DEFINITIONS
1.1. Definitions. The capitalized terms used in this Agreement and not
otherwise defined herein shall have the following meanings (unless the context
otherwise requires, such capitalized terms shall include the singular and plural
and the conjunctive and disjunctive forms of the terms defined):
"Accredited Investor" shall have the meaning ascribed thereto in
Regulation D of the Rules and Regulations promulgated under the Securities Act.
"Acknowledgment" shall mean an Acknowledgment and Acceptance of
Admission of Limited Partner, substantially in the form of Exhibit A.
1
{PAGE} 10
"Acquired Assets" shall mean, without duplication, the assets set
forth on Exhibit 2.1, subject to adjustment and/or exclusion as provided by the
terms of this Agreement.
"Acquired Business" shall mean, (i) the Acquired Assets and (ii) the
Assumed Liabilities.
"Actual AIMCO Market Price" shall mean, as of any Determination Date,
the average of the high and low reported sale prices (regular way) of AIMCO
Stock on the New York Stock Exchange on each of twenty (20) consecutive full
trading days ending on the fifth (5th) full trading day prior to the
Determination Date.
"ADA" shall mean the Americans with Disabilities Act of 1990.
"Affiliate" shall mean, with respect to any Person, any other Person
that directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with such Person within the meaning of
SEC Rule 144(a)(1).
"Agreed Representations and Warranties" shall have the meaning set
forth in Section 11.2.
"AIMCO Market Price" shall mean, as of any Determination Date, (i) the
average of the high and low reported sale prices (regular way) of AIMCO Stock on
the New York Stock Exchange on each of twenty (20) consecutive full trading days
ending on the fifth (5th) full trading day prior to the Determination Date, (ii)
$40 per share if the average determined pursuant to clause (i) is less than $40
per share or (iii) $45 per share if the average determined pursuant to clause
(i) is greater than $45 per share.
"AIMCO/SEC Reports" shall have the meaning set forth in Section 7.7.
"AIMCO Stock" shall mean shares of Class A Common Stock, par value
$.01 per share, of AIMCO.
"Amended and Restated Warrant Agreement" shall mean a warrant
agreement in the form of Exhibit V.
"Applicable Sellers' Cap" shall have the meaning set forth in Section
11.1(c).
"Approvals" shall have the meaning set forth in Section 5.12.
"Assignment and Assumption of Corporate Debt" shall mean an Assignment
and Assumption of Corporate Debt, substantially in the form of Exhibit B.
275274
|
Aimco Properties
As referenced in this Acquisition Agreement:
AIMCO PROPERTIES, L.P., – 00
{TEXT}
{PAGE} 1
EXHIBIT 2.1
ACQUISITION AGREEMENT
dated as of
JUNE 28, 2000
by and among
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
NHP Management company
and
AIMCO/NHP PROPERTIES, INC.,
as Buyers,
and
LEO E. ZICKLER,
FRANCIS P. LAVIN,
ROBERT B. DOWNING,
MARK E.
_____________
AIMCO Properties, L.P., – executed and effective as of June 28, 2000
(the "Effective Date"), by and among Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), AIMCO Properties, L.P., a Delaware
limited partnership ("AIMCO OP"), AIMCO/NHP Properties, Inc., a Delaware
corporation ("AIMCO/NHP") and NHP Management Company, a District of
_____________
AIMCO
PROPERTIES, L.P., – MAY BE
SOLD OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON
TRANSFER SET FORTH IN THE AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO
PROPERTIES, L.P., DATED AS OF JULY 29, 1994/THE BY-LAWS OF THE CORPORATION,
AS IT MAY BE AMENDED AND/OR SUPPLEMENTED FROM TIME
_____________
AIMCO PROPERTIES, L.P., – this Agreement as of
the date first above written.
BUYERS:
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY,
a Maryland corporation
By:
----------------------------------
Peter K. Kompaniez
President
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership
By: AIMCO-GP, Inc.
its general partner
By:
-------------------------
Peter K. Kompaniez
President
NHP MANAGEMENT COMPANY, a District
of
_____________
dt 194391
;
AIMCO
As referenced in this Acquisition Agreement:
APARTMENT INVESTMENT AND MANAGEMENT – ACQUSITION AGREEMENT DATED 6/28/00
{TEXT}
{PAGE} 1
EXHIBIT 2.1
ACQUISITION AGREEMENT
dated as of
JUNE 28, 2000
by and among
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
AIMCO PROPERTIES, L.P.,
NHP Management company
and
AIMCO/NHP PROPERTIES, INC.,
as Buyers,
and
LEO E. ZICKLER,
FRANCIS P. LAVIN,
ROBERT
_____________
Apartment Investment and Management
– TABLE}
3
{PAGE} 9
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT, executed and effective as of June 28, 2000
(the "Effective Date"), by and among Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), AIMCO Properties, L.P., a Delaware
limited partnership ("AIMCO OP"), AIMCO/NHP Properties, Inc., a Delaware
corporation ("
_____________
Apartment Investment and Management – Service mail or nationally recognized
overnight courier service; in each case to the address set forth below:
if to any of Buyers, to:
Apartment Investment and Management Company
2000 South Colorado Boulevard
Tower Two; Suite 2 - 1000
Denver, Colorado 80222
Attention: Mr. Terry Considine
Telephone: (303) 757-8600; Fax: (303)
_____________
Apartment Investment and Management – Colorado Boulevard
Tower Two; Suite 2 - 1000
Denver, Colorado 80222
Attention: Mr. Terry Considine
Telephone: (303) 757-8600; Fax: (303) 692-0786
And
Apartment Investment and Management Company
18350 Mt. Langley Ave.
Suite 220
Fountain Valley, CA 92708
Attention: Mr. Peter K. Kompaniez
Telephone: (714) 593-1733; Fax (714) 593-
_____________
APARTMENT INVESTMENT
AND MANAGEMENT – INTENTIONALLY BLANK]
71
{PAGE} 80
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
BUYERS:
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY,
a Maryland corporation
By:
----------------------------------
Peter K. Kompaniez
President
AIMCO PROPERTIES, L.P.,
a Delaware limited partnership
By: AIMCO-GP, Inc.
its general
_____________
dt 189168
;
Fannie Mae
As referenced in this Acquisition Agreement:
FNMA – REIT Status.
78
{PAGE} 87
DISCLOSURE SCHEDULE 4.3
REQUIRED CONSENTS OF BUYERS:
General Electric
CNA
REQUIRED CONSENTS OF SELLERS:
General Electric
CNA
FNMA
Banco Santander
Merrill Lynch
Conduit loans originally securitized by DLJ, First Union, Nomura and
Merrill Lynch
Northwestern Mutual
CIGNA
79
{/TEXT}
{/DOCUMENT}
_____________
dt 190899
;
|
Merrill Lynch
As referenced in this Acquisition Agreement:
Merrill Lynch &
Co – by Buyers in connection
with the transactions contemplated hereby, including without limitation, the
Holdback Security Agreement, and (vi) the fees and expenses of Merrill Lynch &
Co mpany payable in connection with the transactions contemplated hereby,
pursuant to that certain letter agreement, dated November 18, 1999.
"Cash Accounts" means all
_____________
dt 188672
;
Hale and Dorr
As referenced in this Acquisition Agreement:
Hale and Dorr – have the meaning set forth in
Section 11.1(a)(i).
"Sellers' Transaction Costs" shall mean (i) the fees and expenses
payable to Hale and Dorr LLP and any other counsel of Sellers for legal services
rendered to Sellers and the Oxford Entities in connection with the transactions
_____________
Hale and Dorr – 3(a), the Closing shall take place at 10:00 a.m., Eastern Daylight
Time, on July 28, 2000, at the offices of Hale and Dorr LLP, 1455 Pennsylvania
Avenue, N.W., Washington, D.C. 20004; provided that, except as set forth in
Section 4.1(b), if
_____________
Hale and Dorr – E. Schifrin,
Mr. Marc B. Abrams, and Mr. Richard R. Singleton
Telephone: (301) 654-3100; Fax: (301) 951-3495
with a copy to:
Hale and Dorr LLP
1455 Pennsylvania Avenue, N.W.
Washington, District of Columbia 20004
Attention: Steven Snider, Esq.
Telephone: 2029428400; Fax (202) 942-8484
or
_____________
dt 191898
;
More... |
Preview
Full Doc
| 2007 |
Administrative Services Agreement
Administrative Services Agreement (29K)
Doc #2838845: Click preview link for longer preview.
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT, dated as of June 1, 2006, between Treasury Money Portfolio, a New York trust (the �Trust�), as may be amended from time to time, and Deutsche Investment Management Americas Inc., a Delaware corporation (the �Administrator�).
WHEREAS, the Trust is engaged in business as an open-end investment company registered under the Investment Company Act of 1940, as amended (the �Investment Company Act�); and
WHEREAS, the Trust desires to retain the Administrator and its permitted designees to provide certain administrative and fund accounting (the . . .
2838845
| | |
Preview
Full Doc
| 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (308K)
Doc #265500: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and
entered into as of December 3, 2001, by and between Apartment Investment
and Management Company, a Maryland corporation ("AIMCO"), Casden Properties
Inc., a Maryland corporation ("Casden"), and XYZ Holdings LLC, a Delaware
limited liability company ("XYZ").
WHEREAS, the respective boards of directors of AIMCO and Casden
deem it advisable and in the best interests of their respective
stockholders that AIMCO acquire Casden in a merger (the "Merger"), upon the
terms and subject to the conditions set forth in this Agreement;
WHEREAS, pursuant to this Agreement, AIMCO shall acquire Casden
REIT, and pursuant to the OP Unit Contribution Agreement (as defined
herein), the CPLB Merger Agreement (as defined herein) and the Casden
Contribution Agreement (as defined herein), AIMCO shall acquire certain
affiliated entities, all in exchange for the Aggregate Consideration;
WHEREAS, immediately prior to the Closing Date (as defined in
Section 3.1), Casden shall effect a reverse stock split with respect to the
Casden Common Stock, whereby every 100 shares of Casden Common Stock will
represent one share of Casden Common Stock after giving effect thereto (the
"Casden Reverse Stock Split");
WHEREAS, immediately prior to the Closing Date, Casden Park La
Brea, Inc., a Maryland corporation ("CPLB"), shall effect a reverse stock
split with respect to its common stock, whereby every 10 shares of CPLB
common stock will represent one share of CPLB common stock after giving
effect thereto (the "CPLB Reverse Stock Split");
WHEREAS, upon the terms and subject to the conditions set forth
herein, AIMCO and Casden shall execute Articles of Merger ("Articles of
Merger") and shall file such Articles of Merger in accordance with Maryland
law to effectuate the Merger;
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, holders of limited partnership interests in
Casden Properties Operating Partnership, L.P., a Delaware limited
partnership ("Casden OP"), will exchange such limited partnership interests
("Casden OPUs") for cash and limited partnership interests in AIMCO
Properties, L.P., a Delaware limited partnership ("AIMCO OP"), on the terms
and subject to the conditions of an OP Unit Contribution Agreement, dated
as of December 3, 2001 and attached hereto as Exhibit A (the "OP
Contribution Agreement"), by and among the holders of Casden OPUs, Casden,
Casden OP and AIMCO OP (the "OP Contribution");
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, (i) Alan I. Casden ("AIC") will contribute all
of his interests in AIC REIT Properties LLC, a Delaware limited liability
company ("ARP"), and (ii) Casden Investment Corp., a California corporation
("CIC"), will contribute all of its interests in NAPICO (as defined in
Section 4.1(e)) to AIMCO OP in exchange for cash and/or limited partnership
interests in AIMCO OP, on the terms and subject to the conditions of a
Contribution Agreement, dated as of the date hereof and attached hereto as
Exhibit B-1 (the "Casden Contribution Agreement"), by and among ARP, AIC,
CIC and AIMCO OP;
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, certain commercial real estate properties of
Casden (the "Commercial Properties") either (i) shall be sold to, and
certain indebtedness of Casden relating to such Commercial Properties (the
"Commercial Debt") shall be assumed by, one or more entities pursuant to an
asset purchase agreement substantially in the form attached hereto as
Exhibit B-2 or (ii) any Commercial Debt and the interests in the limited
liability companies that own the Commercial Properties shall be distributed
by Casden to its stockholders in a spin-off transaction (the "Spin-Off")
(collectively, such entity or entities referred to herein as "CommercialCo"
and such transaction(s), including the Spin-Off, referred to herein as the
"Commercial Sale");
WHEREAS, Casden and AIMCO desire that, on the Closing Date, AIMCO
acquire 100% of the ownership interest in certain real estate properties
currently under development and commonly referred to as the "PLB" and
"Westwood" developments (the "Development Properties"), subject to
compliance with the terms and conditions of the Tri-Party and Construction
Completion Agreement, by and among XYZ, AIMCO, Development LLC, AIMCO OP,
Casden Park La Brea A LLC, Casden Park La Brea B LLC, Casden Park La Brea C
LLC, Casden Glendon, LLC and the agent for the construction lenders named
therein, substantially in the form attached hereto as Exhibit C-1 (the
"Tri-Party Agreement"), subject to Section 7.9, providing for, among other
things, the financing, development and completion of the construction of
the Development Properties;
WHEREAS, XYZ and AIMCO desire that, concurrently with the
execution of the Tri-Party Agreement, AIMCO and XYZ shall execute and
deliver a letter agreement relating to the "Westwood" Development Property,
substantially in the form attached hereto as Exhibit C-2 (the "WW Letter
Agreement");
WHEREAS, Casden and AIMCO desire that on the Closing Date, AIMCO
shall execute and deliver, and Casden shall cause The Casden Company to
execute and deliver, a letter agreement relating to the Villa Azure
Property (as defined herein), substantially in the form attached hereto as
Exhibit C-3 (the "Villa Azure Letter Agreement");
WHEREAS, on or prior to the date of the OP Contribution, Casden
shall cause Casden OP to distribute to Casden its entire interest in CPLB;
WHEREAS, immediately after the Effective Time (as defined in
Section 1.3), a wholly-owned subsidiary of AIMCO ("AIMCO CPLB Merger Sub")
will be merged with and into CPLB (the "CPLB Merger"), pursuant to an
Agreement and Plan of Merger, dated as of December 3, 2001 (the "CPLB
Merger Agreement"), by and among AIMCO, CPLB, AIMCO CPLB Merger Sub and XYZ
and attached hereto as Exhibit D;
WHEREAS, AIMCO and certain Casden stockholders desire to enter
into a joint venture with respect to the development of real estate
properties (the "Joint Venture"), and for such purpose AIMCO and certain
Casden stockholders shall contribute cash and certain other assets (the
"Development LLC Assets") to a newly formed limited liability company
("Development LLC"), on the terms and subject to the conditions of a
limited liability company agreement substantially in the form attached
hereto as Exhibit E-1 (the "Development LLC Agreement");
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, either (i) Casden Park La Brea LLC, a Delaware
limited liability company ("CPLB LLC"), shall sell all of the issued and
outstanding ownership interests of Casden Park La Brea Retail LLC, a
Delaware limited liability company ("Ross Retail LLC"), to Development LLC,
on the terms and subject to the conditions of a purchase agreement (the
"Ross Purchase Agreement"), substantially in the form attached hereto as
Exhibit E-2 or (ii) the limited liability company interests in Ross Retail
LLC shall be distributed to the stockholders of CPLB in a spin-off
transaction (the transactions described in clauses (i) and (ii) above being
referred to herein, collectively, as the "Ross Store Sale");
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, Casden shall sell certain assets it owns,
together with all development rights that it acquires after the date
hereof, to Development LLC (the "Asset Purchase"), on the terms and subject
to the conditions of an asset purchase agreement (the "Development LLC
Purchase Agreement") substantially in the form attached hereto as Exhibit
E-3;
WHEREAS, concurrently with the execution of this Agreement and as
an inducement to AIMCO and Casden to enter into this Agreement, the
following parties have entered into the following agreements (each of even
date herewith):
(i) certain of the holders of Casden OPUs, Casden, Casden
OP and AIMCO OP have entered into the OP Contribution Agreement;
265500
|
Aimco Properties
As referenced in this Agreement and Plan of Merger:
AIMCO
Properties, L.P., – L.P., a Delaware limited
partnership ("Casden OP"), will exchange such limited partnership interests
("Casden OPUs") for cash and limited partnership interests in AIMCO
Properties, L.P., a Delaware limited partnership ("AIMCO OP"), on the terms
and subject to the conditions of an OP Unit Contribution Agreement, dated
as
_____________
dt 194045
;
AIC REIT
As referenced in this Agreement and Plan of Merger:
AIC REIT Properties LLC – AIMCO desire that, on or prior to the
Contribution Effective Date, (i) Alan I. Casden ("AIC") will contribute all
of his interests in AIC REIT Properties LLC , a Delaware limited liability
company ("ARP"), and (ii) Casden Investment Corp., a California corporation
("CIC"), will contribute all of its interests in
_____________
dt 278504
;
AIMCO
As referenced in this Agreement and Plan of Merger:
APARTMENT INVESTMENT AND MANAGEMENT – EX-2.1
{SEQUENCE}3
{FILENAME}s264909.txt
{DESCRIPTION}AGREEMENT AND PLAN OF MERGER
{TEXT}
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
CASDEN PROPERTIES INC.
AND
XYZ HOLDINGS LLC
Dated as of December 3, 2001
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER ................................................5
_____________
Apartment Investment
and Management – OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and
entered into as of December 3, 2001, by and between Apartment Investment
and Management Company, a Maryland corporation ("AIMCO"), Casden Properties
Inc., a Maryland corporation ("Casden"), and XYZ Holdings LLC, a Delaware
limited liability company ("XYZ").
WHEREAS,
_____________
Apartment Investment and
Management – Third Avenue
New York, NY 10022
Attn: Alan Waldenberg, Esq.
Telecopy: (212) 756-2501
Telephone: (212) 593-5955
(ii) If to AIMCO, to: Apartment Investment and
Management Company
18350 Mt. Langley Avenue, Suite 220
Fountain Valley, CA 92708
Attn: Peter K. Kompaniez
Telecopy: (714) 593-1703
Telephone: (714) 593-1733
_____________
Apartment Investment and
Management – 18350 Mt. Langley Avenue, Suite 220
Fountain Valley, CA 92708
Attn: Peter K. Kompaniez
Telecopy: (714) 593-1703
Telephone: (714) 593-1733
and Apartment Investment and
Management Company
2000 South Colorado Boulevard
Tower Two, Suite 2-1000
Denver, CO 80222
Attn: Terry Considine and
Harry Alcock
Telecopy: (303) 753-9538
_____________
Apartment Investment and
Management – Tower Two, Suite 2-1000
Denver, CO 80222
Attn: Terry Considine and
Harry Alcock
Telecopy: (303) 753-9538
Telephone: (303) 691-4330
and Apartment Investment and
Management Company
Tower Two
2000 South Colorado Boulevard
Suite 2-1000
Denver, CO 80222
Attn: Terry Considine and Harry Alcock
Telecopy: (303) 691-5662
_____________
dt 152539
;
|
Blackacre
As referenced in this Agreement and Plan of Merger:
Blackacre Capital
Management – reasonably
acceptable to AIMCO to the effect that (A) each of Cerberus Partners, LP,
BA Casden Investors LLC, Blackacre Park La Brea LLC, Blackacre Capital
Management LLC ("Blackacre") and the Blackacre entity which will be a
signatory to the Development LLC Agreement (collectively, the "Blackacre
Parties") is duly organized,
_____________
Blackacre Capital Management, – South Grand Avenue
Los Angeles, CA 90071
Attn: Jesse Sharf, Esq.
and Scott Calfas, Esq.
Telecopy: (213) 229-6638
Telephone: (213) 229-7638
Blackacre Capital Management, LLC
450 Park Avenue, 28th Floor
New York, NY 10022
Attn: Mark Neporent/Ronald J. Kravit
Telecopy: (212) 891-2104
Telephone: (212)
_____________
dt 230078
;
Casden
As referenced in this Agreement and Plan of Merger:
CASDEN PROPERTIES – FILENAME}s264909.txt
{DESCRIPTION}AGREEMENT AND PLAN OF MERGER
{TEXT}
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
CASDEN PROPERTIES INC.
AND
XYZ HOLDINGS LLC
Dated as of December 3, 2001
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER ................................................5
Section 1.1
_____________
Casden Properties – 15
Casden OPUs ......................................................Recitals........................................1
Casden Pro Forma Financial Information............................Section 4.4(b).................................26
Casden Property Consents..........................................Section 4.3(b).................................24
Casden Properties ................................................Section 4.13(a)................................37
Casden Required Consents..........................................Section 7.35...................................24
Casden Required Statutory Approvals ..............................Section 4.3(c).................................25
Casden
_____________
Casden Properties
– Agreement") is made and
entered into as of December 3, 2001, by and between Apartment Investment
and Management Company, a Maryland corporation ("AIMCO"), Casden Properties
Inc., a Maryland corporation ("Casden"), and XYZ Holdings LLC, a Delaware
limited liability company ("XYZ").
WHEREAS, the respective boards of directors of
_____________
Casden Properties – effectuate the Merger;
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, holders of limited partnership interests in
Casden Properties Operating Partnership, L.P., a Delaware limited
partnership ("Casden OP"), will exchange such limited partnership interests
("Casden OPUs") for cash and limited partnership
_____________
Casden Properties – Effect and shall not be taken into account in determining
the existence of a Casden Material Adverse Effect.
"Casden Stock Plan" means the Casden Properties Inc. 1998
Stock Option Plan.
"Casden Subsidiary" means (a) NAPICO, (b) Casden
Properties Sub LLC, a Delaware limited liability company, (c) Casden
Properties
_____________
dt 230059
;
More... |
| Full Doc
| 2003 | |
Aimco Properties
As referenced in this Agreement Regarding Disclosure of Long-Term Debt Instruments:
AIMCO Properties, L.P., – 99.1
Agreement Regarding Disclosure of Long-Term Debt Instruments
In reliance upon Item 601(b)(4)(iii)(A), of Regulation S-K, AIMCO Properties, L.P., a Delaware limited partnership (the "Partnership"), has not filed as an exhibit to its Quarterly Report on Form 10-Q for the
_____________
AIMCO Properties, L.P.
– of Regulation S-K, the Partnership hereby agrees to furnish a copy of any such agreement to the Securities Exchange Commission upon request.
AIMCO Properties, L.P.
By: AIMCO-GP, Inc., its general partner
By:
/s/ PETER KOMPANIEZ
Peter Kompaniez
President
QuickLinks
Agreement Regarding Disclosure of Long-Term Debt
_____________
dt 194208
| |
| Full Doc
| 2003 | |
Aimco Properties
As referenced in this Agreement Regarding Disclosure of Long-Term Debt Instruments:
AIMCO Properties, L.P., – 99.1
Agreement Regarding Disclosure of Long-Term Debt Instruments
In reliance upon Item 601(b)(4)(iii)(A), of Regulation S-K, AIMCO Properties, L.P., a Delaware limited partnership (the "Partnership"), has not filed as an exhibit to its Annual Report on Form 10-K for the
_____________
AIMCO PROPERTIES, L.P.
– of Regulation S-K, the Partnership hereby agrees to furnish a copy of any such agreement to the Securities Exchange Commission upon request.
AIMCO PROPERTIES, L.P.
By:
AIMCO-GP, Inc., its General Partner
By:
/s/ PETER K. KOMPANIEZ
Peter K. Kompaniez
President of AIMCO-GP, Inc.
(equivalent of
_____________
AIMCO Properties, L.P.) – AIMCO-GP, Inc., its General Partner
By:
/s/ PETER K. KOMPANIEZ
Peter K. Kompaniez
President of AIMCO-GP, Inc.
(equivalent of president of AIMCO Properties, L.P.)
QuickLinks
Exhibit 99.1
_____________
dt 194213
| |
| Full Doc
| 2000 | |
Aimco Properties
As referenced in this Agreement Regarding Disclosure of Long-Term Debt Instruments:
AIMCO
Properties, L.P., – 99.1
Agreement Regarding Disclosure of Long-Term Debt Instruments
In reliance upon Item 601(b)(4)(iii)(A), of Regulation S-K, AIMCO
Properties, L.P., a Delaware limited partnership (the "Partnership") has not
filed as an exhibit to its Quarterly Report on Form 10-Q for the
_____________
AIMCO PROPERTIES, L.P.
– of
Regulation S-K, the Partnership hereby agrees to furnish a copy of any such
agreement to the Securities Exchange Commission upon request.
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.
its General Partner
By: /s/ PETER KOMPANIEZ
-------------------
Peter Kompaniez
President
{/TEXT}
{/DOCUMENT}
_____________
dt 194368
| |
Preview
Full Doc
| 2003 |
Articles of Restatement
Articles of Restatement (1,970K)
Doc #265331: Click preview link for longer preview.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ARTICLES OF RESTATEMENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation,
having its principal office in Baltimore City, Maryland (hereinafter referred to
as the "CORPORATION" or "AIMCO"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The Corporation desires to and does hereby restate its Charter
as currently in effect. The Charter as currently in effect is found in the
following charter documents filed with the State Department of Assessments and
Taxation of Maryland (the "SDAT"):
(1) Articles of Amendment and Restatement as filed with the
SDAT on July 15, 1994 (as corrected by Certificates of Correction as
filed with the SDAT on November 6, 1997 at 1:35 p.m., on November 30,
1998 at 1:22 p.m., on May 24, 1999 at 1:38 p.m. and on May 24, 1999 at
1:47 p.m., respectively);
(2) Articles of Amendment as filed with the SDAT on July 28,
1994 at 11:33 a.m. (as corrected by Certificate of Correction as filed
with the SDAT on November 6, 1997 at 1:37 p.m. and on May 24, 1999 at
1:43 p.m.);
(3) Articles Supplementary as filed with the SDAT on August 4,
1997 (Class B Preferred Stock);
{PAGE}
(4) Articles Supplementary as filed with the SDAT on December
22, 1997 (as corrected by Certificates of Correction as filed with the
SDAT on February 18, 1998 and on November 30, 1998 at 1:24 p.m.,
respectively) (Class C Preferred Stock);
(5) Articles Supplementary as filed with the SDAT on February
18, 1998 (as corrected by Certificate of Correction as filed with the
SDAT on November 30, 1998 at 1:26 p.m.) (Class D Preferred Stock);
(6) Articles of Amendment as filed with the SDAT on June 19,
1998;
(7) Articles Supplementary as filed with the SDAT on July 13,
1998 (Class G Preferred Stock);
(8) Articles Supplementary as filed with the SDAT on August
13, 1998 (Class H Preferred Stock);
(9) Articles of Merger as filed with the SDAT on October 1,
1998 (as corrected by Certificate of Correction as filed with the SDAT
on May 24, 1999 at 1:33 p.m.);
(10) Articles Supplementary as filed with the SDAT on November
6, 1998 (Class J Preferred Stock);
(11) Articles Supplementary as filed with the SDAT on February
17, 1999 (Class K Preferred Stock);
2
{PAGE}
(12) Articles Supplementary as filed with the SDAT on May 25,
1999 at 1:24 p.m. (Class I Preferred Stock); and
(13) Articles Supplementary as filed with the SDAT on May 25,
1999 at l:29 p.m.
SECOND: The Charter of the Corporation as restated in its entirety
(except to the extent that the provisions of Articles Supplementary referred to
in Article FIRST, paragraphs (3), (4), (5), (7), (8), (10), (11), and (12) above
relating to the various classes of Preferred Stock of the Corporation are
incorporated by reference) is as follows:
ARTICLE I
ARTICLE II
PURPOSE
The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be organized under the general
laws of the State of Maryland authorizing the formation of corporations as now
or hereafter in force.
ARTICLE III
PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT
The post office address of the principal office of the Corporation in
the State of Maryland is c/o CSC -- Lawyers Incorporating Service Company, 11
East Chase Street, Baltimore, Maryland 21202. The name and address of the
resident agent of the Corporation in the State of Maryland is CSC -- Lawyers
Incorporating Service Company, 11 East Chase Street, Baltimore, Maryland 21202.
The resident agent is a Maryland corporation located in the State of Maryland.
3
{PAGE}
ARTICLE IV
STOCK
SECTION 1. AUTHORIZED SHARES
1.1 CLASS AND NUMBER OF SHARES. The total number of shares of
stock that the Corporation from time to time shall have authority to issue is
510,587,500 shares of capital stock having a par value of $.01 per share,
amounting to an aggregate par value of $5,105,875, consisting of 480,937,500
shares currently classified as Class A Common Stock, par value $.01 per share
(the "CLASS A COMMON STOCK") (the Class A Common Stock and all other classes or
series of common stock hereafter classified being referred to collectively
herein as the "COMMON STOCK"), 750,000 shares currently classified as Class B
Cumulative Convertible Preferred Stock, par value $.01 per share (the "CLASS B
PREFERRED STOCK"), 2,400,000 shares currently classified as Class C Cumulative
Preferred Stock, par value $.01 per share (the "CLASS C PREFERRED STOCK"),
4,200,000 shares currently classified as Class D Cumulative Preferred Stock, par
value $.01 per share (the "CLASS D PREFERRED STOCK"), 4,050,000 shares currently
classified as Class G Cumulative Preferred Stock, par value $.01 per share (the
"CLASS G PREFERRED STOCK"), 2,000,000 shares currently classified as Class H
Cumulative Preferred Stock, par value $.01 per share (the "CLASS H PREFERRED
STOCK"), 10,000,000 shares currently classified as Class I Cumulative Preferred
Stock, par value $.01 per share (the "CLASS I PREFERRED STOCK"), 1,250,000
265331
|
Aimco Properties
As referenced in this Articles of Restatement:
AIMCO Properties, L.P., – Plan of Merger, dated as of May 26, 1998, by
and among the Corporation, Insignia, Insignia/ESG Holdings, Inc., a Delaware
corporation, and AIMCO Properties, L.P., a Delaware limited partnership (the
"MERGER AGREEMENT")), the 6 1/2% Convertible Subordinated Debentures due 2016
issued by Insignia (the "CONVERTIBLE DEBENTURES")
_____________
AIMCO
Properties, L.P., – any portion thereof consisting of accrued and unpaid dividends) shall be
payable solely with the proceeds from the sale by the Corporation or AIMCO
Properties, L.P., a Delaware limited partnership (the "Operating Partnership")
of other capital shares of the Corporation or the Operating Partnership (whether
or not such
_____________
AIMCO
Properties, L.P., – any portion thereof consisting of accrued and unpaid dividends) shall be
payable solely with the proceeds from the sale by the Corporation or AIMCO
Properties, L.P., a Delaware limited Partnership (the "Operating Partnership"),
of other capital shares of the Corporation or the Operating Partnership (whether
or not such
_____________
AIMCO Properties,
L.P., – any portion thereof consisting of accrued and unpaid dividends) shall be payable
solely with the proceeds from the sale by the Corporation or AIMCO Properties,
L.P., a Delaware limited Partnership (the "Operating Partnership"), of other
capital shares of the Corporation or the Operating Partnership (whether or not
such
_____________
AIMCO Properties, L.P., – authorized or obligated by
law or executive order to close.
"NYSE" shall mean the New York Stock Exchange, Inc.
"Operating Partnership" shall mean AIMCO Properties, L.P., a Delaware
limited partnership.
"Outstanding" shall mean issued and outstanding shares of Equity Stock
of the Corporation, provided that for purposes of
_____________
dt 194008
;
AIMCO
As referenced in this Articles of Restatement:
APARTMENT INVESTMENT AND MANAGEMENT – {DOCUMENT}
{TYPE}EX-3.1
{SEQUENCE}3
{FILENAME}a2115640zex-3_1.txt
{DESCRIPTION}EX-3.1
{TEXT}
{PAGE}
EXHIBIT 3.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ARTICLES OF RESTATEMENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation,
having its principal office in Baltimore City, Maryland (hereinafter referred to
_____________
APARTMENT INVESTMENT AND MANAGEMENT – SEQUENCE}3
{FILENAME}a2115640zex-3_1.txt
{DESCRIPTION}EX-3.1
{TEXT}
{PAGE}
EXHIBIT 3.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ARTICLES OF RESTATEMENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation,
having its principal office in Baltimore City, Maryland (hereinafter referred to
as the "CORPORATION" or "AIMCO"), hereby certifies to
_____________
APARTMENT INVESTMENT AND MANAGEMENT – provided in the last sentence of Section 2 of Article VI
of the restated Charter of the Corporation.
27
{PAGE}
IN WITNESS WHEREOF, APARTMENT INVESTMENT AND MANAGEMENT COMPANY has
caused these presents to be signed in its name and on its behalf by its Vice
Chairman and President and witnessed
_____________
APARTMENT INVESTMENT AND
MANAGEMENT – in its name and on its behalf by its Vice
Chairman and President and witnessed by its Secretary on April 21, 1999.
WITNESS: APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
/s/ JOEL F. BONDER By: /s/ PETER K. KOMPANIEZ
-------------------------------- ----------------------------------
Joel F. Bonder, Peter K. Kompaniez,
Secretary Vice Chairman and President
THE UNDERSIGNED,
_____________
APARTMENT INVESTMENT
AND MANAGEMENT – By: /s/ PETER K. KOMPANIEZ
-------------------------------- ----------------------------------
Joel F. Bonder, Peter K. Kompaniez,
Secretary Vice Chairman and President
THE UNDERSIGNED, Vice Chairman and President of APARTMENT INVESTMENT
AND MANAGEMENT COMPANY, who executed on behalf of the Corporation the foregoing
Articles of Restatement of which this certificate is made a part, hereby
acknowledges
_____________
dt 152473
;
|
First Union
As referenced in this Articles of Restatement:
First Union National Bank – of the Indenture, dated as of November
1, 1996. by and between Insignia Financial Group, Inc. ("INSIGNIA"), a Delaware
corporation (as Issuer) and First Union National Bank of South Carolina (as
Trustee)(the "INDENTURE"), upon effectiveness of the Merger (as defined in the
Amended and Restated Agreement and Plan of
_____________
dt 184735
|
Preview
Full Doc
| 2003 |
Articles of Restatement
Articles of Restatement (1,897K)
Doc #265361: Click preview link for longer preview.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ARTICLES OF RESTATEMENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation,
having its principal office in Baltimore City, Maryland (hereinafter referred to
as the "CORPORATION" or "AIMCO"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The Corporation desires to and does hereby restate its Charter
as currently in effect. The Charter as currently in effect is found in the
following charter documents filed with the State Department of Assessments and
Taxation of Maryland (the "SDAT"):
(1) Articles of Amendment and Restatement as filed with the
SDAT on July 15, 1994 (as corrected by Certificates of Correction as
filed with the SDAT on November 6, 1997 at 1:35 p.m., on November 30,
1998 at 1:22 p.m., on May 24, 1999 at 1:38 p.m. and on May 24, 1999 at
1:47 p.m., respectively);
(2) Articles of Amendment as filed with the SDAT on July 28,
1994 at 11:33 a.m. (as corrected by Certificate of Correction as filed
with the SDAT on November 6, 1997 at 1:37 p.m. and on May 24, 1999 at
1:43 p.m.);
(3) Articles Supplementary as filed with the SDAT on August 4,
1997 (Class B Preferred Stock);
{PAGE}
(4) Articles Supplementary as filed with the SDAT on December
22, 1997 (as corrected by Certificates of Correction as filed with the
SDAT on February 18, 1998 and on November 30, 1998 at 1:24 p.m.,
respectively) (Class C Preferred Stock);
(5) Articles Supplementary as filed with the SDAT on February
18, 1998 (as corrected by Certificate of Correction as filed with the
SDAT on November 30, 1998 at 1:26 p.m.) (Class D Preferred Stock);
(6) Articles of Amendment as filed with the SDAT on June 19,
1998;
(7) Articles Supplementary as filed with the SDAT on July 13,
1998 (Class G Preferred Stock);
(8) Articles Supplementary as filed with the SDAT on August
13, 1998 (Class H Preferred Stock);
(9) Articles of Merger as filed with the SDAT on October 1,
1998 (as corrected by Certificate of Correction as filed with the SDAT
on May 24, 1999 at 1:33 p.m.);
(10) Articles Supplementary as filed with the SDAT on November
6, 1998 (Class J Preferred Stock);
(11) Articles Supplementary as filed with the SDAT on February
17, 1999 (Class K Preferred Stock);
2
{PAGE}
(12) Articles Supplementary as filed with the SDAT on May 25,
1999 at 1:24 p.m. (Class I Preferred Stock); and
(13) Articles Supplementary as filed with the SDAT on May 25,
1999 at l:29 p.m.
SECOND: The Charter of the Corporation as restated in its entirety
(except to the extent that the provisions of Articles Supplementary referred to
in Article FIRST, paragraphs (3), (4), (5), (7), (8), (10), (11), and (12) above
relating to the various classes of Preferred Stock of the Corporation are
incorporated by reference) is as follows:
ARTICLE I
ARTICLE II
PURPOSE
The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be organized under the general
laws of the State of Maryland authorizing the formation of corporations as now
or hereafter in force.
ARTICLE III
PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT
The post office address of the principal office of the Corporation in
the State of Maryland is c/o CSC -- Lawyers Incorporating Service Company, 11
East Chase Street, Baltimore, Maryland 21202. The name and address of the
resident agent of the Corporation in the State of Maryland is CSC -- Lawyers
Incorporating Service Company, 11 East Chase Street, Baltimore, Maryland 21202.
The resident agent is a Maryland corporation located in the State of Maryland.
265361
|
Aimco Properties
As referenced in this Articles of Restatement:
AIMCO Properties, L.P., – Plan of Merger, dated as of May 26, 1998, by
and among the Corporation, Insignia, Insignia/ESG Holdings, Inc., a Delaware
corporation, and AIMCO Properties, L.P., a Delaware limited partnership (the
"MERGER AGREEMENT")), the 6 1/2% Convertible Subordinated Debentures due 2016
issued by Insignia (the "CONVERTIBLE DEBENTURES")
_____________
AIMCO
Properties, L.P., – any portion thereof consisting of accrued and unpaid dividends) shall be
payable solely with the proceeds from the sale by the Corporation or AIMCO
Properties, L.P., a Delaware limited partnership (the "Operating Partnership")
of other capital shares of the Corporation or the Operating Partnership (whether
or not such
_____________
AIMCO
Properties, L.P., – any portion thereof consisting of accrued and unpaid dividends) shall be
payable solely with the proceeds from the sale by the Corporation or AIMCO
Properties, L.P., a Delaware limited Partnership (the "Operating Partnership"),
of other capital shares of the Corporation or the Operating Partnership (whether
or not such
_____________
AIMCO Properties,
L.P., – any portion thereof consisting of accrued and unpaid dividends) shall be payable
solely with the proceeds from the sale by the Corporation or AIMCO Properties,
L.P., a Delaware limited Partnership (the "Operating Partnership"), of other
capital shares of the Corporation or the Operating Partnership (whether or not
such
_____________
AIMCO Properties, L.P., – authorized or obligated by
law or executive order to close.
"NYSE" shall mean the New York Stock Exchange, Inc.
"Operating Partnership" shall mean AIMCO Properties, L.P., a Delaware
limited partnership.
"Outstanding" shall mean issued and outstanding shares of Equity Stock
of the Corporation, provided that for purposes of
_____________
dt 194014
;
AIMCO
As referenced in this Articles of Restatement:
APARTMENT INVESTMENT AND MANAGEMENT – {DOCUMENT}
{TYPE}EX-3.1
{SEQUENCE}3
{FILENAME}a2110010zex-3_1.txt
{DESCRIPTION}EXHIBIT 3.1
{TEXT}
{PAGE}
EXHIBIT 3.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ARTICLES OF RESTATEMENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation,
having its principal office in Baltimore City, Maryland (hereinafter referred to
_____________
APARTMENT INVESTMENT AND MANAGEMENT – SEQUENCE}3
{FILENAME}a2110010zex-3_1.txt
{DESCRIPTION}EXHIBIT 3.1
{TEXT}
{PAGE}
EXHIBIT 3.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ARTICLES OF RESTATEMENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation,
having its principal office in Baltimore City, Maryland (hereinafter referred to
as the "CORPORATION" or "AIMCO"), hereby certifies to
_____________
APARTMENT INVESTMENT AND MANAGEMENT – provided in the last sentence of Section 2 of Article VI
of the restated Charter of the Corporation.
27
{PAGE}
IN WITNESS WHEREOF, APARTMENT INVESTMENT AND MANAGEMENT COMPANY has
caused these presents to be signed in its name and on its behalf by its Vice
Chairman and President and witnessed
_____________
APARTMENT INVESTMENT AND
MANAGEMENT – in its name and on its behalf by its Vice
Chairman and President and witnessed by its Secretary on April 21, 1999.
WITNESS: APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
/s/ JOEL F. BONDER By: /s/ PETER K. KOMPANIEZ
-------------------------------- ----------------------------------
Joel F. Bonder, Peter K. Kompaniez,
Secretary Vice Chairman and President
THE UNDERSIGNED,
_____________
APARTMENT INVESTMENT
AND MANAGEMENT – By: /s/ PETER K. KOMPANIEZ
-------------------------------- ----------------------------------
Joel F. Bonder, Peter K. Kompaniez,
Secretary Vice Chairman and President
THE UNDERSIGNED, Vice Chairman and President of APARTMENT INVESTMENT
AND MANAGEMENT COMPANY, who executed on behalf of the Corporation the foregoing
Articles of Restatement of which this certificate is made a part, hereby
acknowledges
_____________
dt 152485
;
|
First Union
As referenced in this Articles of Restatement:
First Union National Bank – of the Indenture, dated as of November
1, 1996. by and between Insignia Financial Group, Inc. ("INSIGNIA"), a Delaware
corporation (as Issuer) and First Union National Bank of South Carolina (as
Trustee)(the "INDENTURE"), upon effectiveness of the Merger (as defined in the
Amended and Restated Agreement and Plan of
_____________
dt 184737
|
Preview
Full Doc
| 2002 |
Articles of Restatement
Articles of Restatement (1,803K)
Doc #265447: Click preview link for longer preview.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ARTICLES OF RESTATEMENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation,
having its principal office in Baltimore City, Maryland (hereinafter referred to
as the "CORPORATION" or "AIMCO"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The Corporation desires to and does hereby restate its Charter
as currently in effect. The Charter as currently in effect is found in the
following charter documents filed with the State Department of Assessments and
Taxation of Maryland (the "SDAT"):
(1) Articles of Amendment and Restatement as filed with the
SDAT on July 15, 1994 (as corrected by Certificates of Correction as
filed with the SDAT on November 6, 1997 at 1:35 p.m., on November 30,
1998 at 1:22 p.m., on May 24, 1999 at 1:38 p.m. and on May 24, 1999 at
1:47 p.m., respectively);
(2) Articles of Amendment as filed with the SDAT on July 28,
1994 at 11:33 a.m. (as corrected by Certificate of Correction as filed
with the SDAT on November 6, 1997 at 1:37 p.m. and on May 24, 1999 at
1:43 p.m.);
(3) Articles Supplementary as filed with the SDAT on August 4,
1997 (Class B Preferred Stock);
{PAGE}
(4) Articles Supplementary as filed with the SDAT on December
22, 1997 (as corrected by Certificates of Correction as filed with the
SDAT on February 18, 1998 and on November 30, 1998 at 1:24 p.m.,
respectively) (Class C Preferred Stock);
(5) Articles Supplementary as filed with the SDAT on February
18, 1998 (as corrected by Certificate of Correction as filed with the
SDAT on November 30, 1998 at 1:26 p.m.) (Class D Preferred Stock);
(6) Articles of Amendment as filed with the SDAT on June 19,
1998;
(7) Articles Supplementary as filed with the SDAT on July 13,
1998 (Class G Preferred Stock);
(8) Articles Supplementary as filed with the SDAT on August
13, 1998 (Class H Preferred Stock);
(9) Articles of Merger as filed with the SDAT on October 1,
1998 (as corrected by Certificate of Correction as filed with the SDAT
on May 24, 1999 at 1:33 p.m.);
(10) Articles Supplementary as filed with the SDAT on November
6, 1998 (Class J Preferred Stock);
(11) Articles Supplementary as filed with the SDAT on February
17, 1999 (Class K Preferred Stock);
2
{PAGE}
(12) Articles Supplementary as filed with the SDAT on May 25,
1999 at 1:24 p.m. (Class I Preferred Stock); and
(13) Articles Supplementary as filed with the SDAT on May 25,
1999 at l:29 p.m.
SECOND: The Charter of the Corporation as restated in its entirety
(except to the extent that the provisions of Articles Supplementary referred to
in Article FIRST, paragraphs (3), (4), (5), (7), (8), (10), (11), and (12) above
relating to the various classes of Preferred Stock of the Corporation are
incorporated by reference) is as follows:
ARTICLE I
ARTICLE II
PURPOSE
The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be organized under the general
laws of the State of Maryland authorizing the formation of corporations as now
or hereafter in force.
ARTICLE III
PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT
The post office address of the principal office of the Corporation in
the State of Maryland is c/o CSC -- Lawyers Incorporating Service Company, 11
East Chase Street, Baltimore, Maryland 21202. The name and address of the
resident agent of the Corporation in the State of Maryland is CSC -- Lawyers
Incorporating Service Company, 11 East Chase Street, Baltimore, Maryland 21202.
The resident agent is a Maryland corporation located in the State of Maryland.
265447
|
Aimco Properties
As referenced in this Articles of Restatement:
AIMCO Properties, L.P., – Plan of Merger, dated as of May 26, 1998, by
and among the Corporation, Insignia, Insignia/ESG Holdings, Inc., a Delaware
corporation, and AIMCO Properties, L.P., a Delaware limited partnership (the
"MERGER AGREEMENT")), the 6 1/2% Convertible Subordinated Debentures due 2016
issued by Insignia (the "CONVERTIBLE DEBENTURES")
_____________
AIMCO
Properties, L.P., – any portion thereof consisting of accrued and unpaid dividends) shall be
payable solely with the proceeds from the sale by the Corporation or AIMCO
Properties, L.P., a Delaware limited partnership (the "Operating Partnership")
of other capital shares of the Corporation or the Operating Partnership (whether
or not such
_____________
AIMCO
Properties, L.P., – any portion thereof consisting of accrued and unpaid dividends) shall be
payable solely with the proceeds from the sale by the Corporation or AIMCO
Properties, L.P., a Delaware limited Partnership (the "Operating Partnership"),
of other capital shares of the Corporation or the Operating Partnership (whether
or not such
_____________
AIMCO Properties,
L.P., – any portion thereof consisting of accrued and unpaid dividends) shall be payable
solely with the proceeds from the sale by the Corporation or AIMCO Properties,
L.P., a Delaware limited Partnership (the "Operating Partnership"), of other
capital shares of the Corporation or the Operating Partnership (whether or not
such
_____________
AIMCO Properties, L.P., – authorized or obligated by
law or executive order to close.
"NYSE" shall mean the New York Stock Exchange, Inc.
"Operating Partnership" shall mean AIMCO Properties, L.P., a Delaware
limited partnership.
"Outstanding" shall mean issued and outstanding shares of Equity Stock
of the Corporation, provided that for purposes of
_____________
dt 194031
;
AIMCO
As referenced in this Articles of Restatement:
APARTMENT INVESTMENT AND MANAGEMENT – {DOCUMENT}
{TYPE}EX-3.1
{SEQUENCE}3
{FILENAME}d96712ex3-1.txt
{DESCRIPTION}EX-3.1 CHARTER
{TEXT}
{PAGE}
EXHIBIT 3.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ARTICLES OF RESTATEMENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation,
having its principal office in Baltimore City, Maryland (hereinafter referred to
_____________
APARTMENT INVESTMENT AND MANAGEMENT – 3
{FILENAME}d96712ex3-1.txt
{DESCRIPTION}EX-3.1 CHARTER
{TEXT}
{PAGE}
EXHIBIT 3.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
ARTICLES OF RESTATEMENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation,
having its principal office in Baltimore City, Maryland (hereinafter referred to
as the "CORPORATION" or "AIMCO"), hereby certifies to
_____________
APARTMENT INVESTMENT AND MANAGEMENT – provided in the last sentence of Section 2 of Article VI
of the restated Charter of the Corporation.
27
{PAGE}
IN WITNESS WHEREOF, APARTMENT INVESTMENT AND MANAGEMENT COMPANY has
caused these presents to be signed in its name and on its behalf by its Vice
Chairman and President and witnessed
_____________
APARTMENT INVESTMENT AND
MANAGEMENT – in its name and on its behalf by its Vice
Chairman and President and witnessed by its Secretary on April 21, 1999.
WITNESS: APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
/s/ JOEL F. BONDER By: /s/ PETER K. KOMPANIEZ
-------------------------------- ----------------------------------
Joel F. Bonder, Peter K. Kompaniez,
Secretary Vice Chairman and President
THE UNDERSIGNED,
_____________
APARTMENT INVESTMENT
AND MANAGEMENT – By: /s/ PETER K. KOMPANIEZ
-------------------------------- ----------------------------------
Joel F. Bonder, Peter K. Kompaniez,
Secretary Vice Chairman and President
THE UNDERSIGNED, Vice Chairman and President of APARTMENT INVESTMENT
AND MANAGEMENT COMPANY, who executed on behalf of the Corporation the foregoing
Articles of Restatement of which this certificate is made a part, hereby
acknowledges
_____________
dt 152514
;
|
First Union
As referenced in this Articles of Restatement:
First Union National Bank – of the Indenture, dated as of November
1, 1996. by and between Insignia Financial Group, Inc. ("INSIGNIA"), a Delaware
corporation (as Issuer) and First Union National Bank of South Carolina (as
Trustee)(the "INDENTURE"), upon effectiveness of the Merger (as defined in the
Amended and Restated Agreement and Plan of
_____________
dt 184741
|