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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 2, 1998
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AIMCO Properties, L.P.
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(Exact name of registrant as specified in its charter)
MARYLAND 0-24497 84-1275621
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1873 SOUTH BELLAIRE STREET, SUITE 1700, DENVER, CO 80222-4348
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 757-8101
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. OTHER EVENTS
On March 31, 1998, AIMCO Properties, L.P., a Delaware limited
partnership ("AIMCO Properties"), a subsidiary limited partnership of Apartment
Investment and Management Company, a Maryland corporation ("AIMCO"), acquired:
(a) the Casa Anita Apartments located in Phoenix, Arizona from a third party for
a contribution value of approximately $7.4 million (which included the
assumption of approximately $4.1 million of debt in favor of Federal National
Mortgage Association ("FNMA") and the remainder of which was paid in limited
partnership units ("OP Units") in AIMCO Properties), (b) the San Marina
Apartments located in Phoenix, Arizona from a third party for a contribution
value of approximately $12.7 million (which included the assumption of
approximately $8.0 million of debt in favor of FNMA and the remainder of which
was paid in OP Units), (c) the Rio Cancion Apartments located in Tuscon, Arizona
from a third party for a contribution value of approximately $18.7 million
(which included the assumption of approximately $13.1 million of debt in favor
of FNMA and the remainder of which was paid in OP Units (d) the Sundown
Village Apartments in Tucson, Arizona from a third party for a contribution
value of approximately $14.6 million (which included the assumption of
approximately $8.5 million of debt in favor of FNMA and the remainder of which
was paid in OP Units), and (e) the Cobble Creek Apartments located in Tucson,
Arizona from a third party for a contribution value of approximately $8.6
million (which included the assumption of approximately $7.0 million of debt in
favor of FNMA and the remainder of which was paid in OP Units). The five
garden-style apartment communities acquired in this transaction have an average
age of 14 years and contain 1,633 apartment units. The three apartment
communities located in Tucson have 1,010 units and the two apartment communities
located in Phoenix have 623 units.
In June 1998, AIMCO Properties entered into seven separate Purchase and
Sale Agreements with affiliates of Realty Investment Co. to acquire seven
multifamily residential properties. On October 16, 1998, these properties were
acquired by newly formed subsidiaries of AIMCO Properties (the "Partnerships")
for a purchase price of approximately $41.8 million (exclusive of certain
transaction costs), consisting of approximately $16.8 million in cash and the
assumption of approximately $25.0 million in mortgage indebtedness. In
consideration of Insignia Properties, L.P. ("IPLP"), an affiliate of AIMCO,
providing approximately $17.1 million of the purchase price for such properties,
AIMCO Properties assigned all of its right, title and interest in and to the
profits, distributions, losses, and all other economic rights and obligations
arising out of AIMCO Properties' limited partnership interest in the
Partnerships to IPLP. The seven garden-style apartment communities are located
in three states, have an average age of 14 years and contain 1,353 apartment
units. Five of the apartment communities are located in Florida, with 448 units
in Jacksonville, 208 units in Daytona Beach, 120 units in Melbourne and 216
units in Palm Bay. One apartment community with 137 units is located in Hemet,
California and one apartment community with 224 units is located in Stone
Mountain, Georgia.
In July 1998, AIMCO Properties entered into two separate Acquisition
Agreements with affiliates of Realty Investment Co. to acquire the partnership
interests in two limited partnerships that each own a multifamily residential
property. Although no assurance can be given, these transactions are scheduled
to close in early December 1998. The purchase price is estimated to be
approximately $60.5 million, consisting of the assumption or refinancing of
approximately $34.1 million in mortgage indebtedness, with the remaining $26.4
million to be paid in cash or OP Units. The two garden-style apartment
communities are located in two states, have an average age of 22 years and
contain 1,164 apartment units. One of the apartment communities with 983 units
is located in College Park, Maryland, and the other with 181 units is located in
Lafayette, Indiana.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Combined Historical Summary of Gross Income and Direct Operating
Expenses of the Cirque Apartment Communities for the year ended December 31,
1997 and the three months ended March 31, 1998 (unaudited) together with the
Report of Independent Auditors (included as Exhibit 99.1 to this Report and
incorporated herein by reference).
Combined Historical Summary of Gross Income and Direct Operating
Expenses of the Realty Apartment Investment Communities I for the year ended
December 31, 1997 and the nine months ended September 30, 1998 (unaudited),
together with the Independent Auditors' Report (included as Exhibit 99.2 to this
Report and incorporated herein by this reference).
Combined Historical Summary of Gross Income and Direct Operating
Expenses of the Realty Apartment Investment Communities II for the year ended
December 31, 1997 and the nine months ended September 30, 1998 (unaudited),
together with the Independent Auditors' Report (included as Exhibit 99.3 to this
Report and incorporated herein by this reference).
(b) Pro Forma Financial Information
The required pro forma financial information is included as Exhibit
99.4 to this Report and incorporated herein by this reference.
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(b) Exhibits
The following exhibits are filed with this report:
Exhibit
Number Description
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99.1 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Cirque Apartment Communities for the year ended
December 31, 1997 and the three months ended March 31, 1998
(unaudited), together with the Report of Independent Auditors.
99.2 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Realty Investment Apartment Communities I for the year
ended December 31, 1997 and the nine months ended September 30, 1998
(unaudited), together with the Independent Auditors' Report.
99.3 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Realty Investment Apartment Communities II for the year
ended December 31, 1997 and the nine months ended September 30, 1998
(unaudited), together with the Independent Auditors' Report.
99.4 Pro Forma Financial Information of Apartment Investment and Management
Company.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AIMCO Properties, L.P.
By: AIMCO-GP, Inc.
its General Partner
Date: November 23, 1998 By: /s/ Troy Butts
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Troy Butts
Senior Vice President,
Chief Financial Officer
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EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Sequentially
Exhibit
Number Description
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99.1 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Cirque Apartment Communities for the year ended
December 31, 1997 and the three months ended March 31, 1998
(unaudited), together with the Report of Independent Auditors.
99.2 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Realty Investment Apartment Communities I for the year
ended December 31, 1997 and the nine months ended September 30, 1998
(unaudited), together with the Independent Auditors' Report.
99.3 Combined Historical Summary of Gross Income and Direct Operating
Expenses of Realty Investment Apartment Communities II for the year
ended December 31, 1997 and the nine months ended September 30, 1998
(unaudited), together with the Independent Auditors' Report.
99.4 Pro Forma Financial Information of Apartment Investment and Management
Company.