1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 8-K/A Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 21, 1998
--------------------
AIMCO Properties, L.P.
---------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-24497 84-1275621
- -------------------------------- ------------- -------------------
(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
- ----------------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 757-8101
-------------------
NOT APPLICABLE
------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
2
Item 5. OTHER EVENTS
On November 3, 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") (AIMCO and
AIMCO Properties together with their subsidiaries, collectively the
"Company"), entered into an Acquisition and Contribution Agreement and Joint
Escrow Instructions with Calhoun Beach Associates II Limited Partnership, an
unrelated third party, to acquire the Calhoun Beach Club Apartments, a
351-unit, high-rise apartment community with approximately 83,000 square feet
of commercial space located in Minneapolis, Minnesota (the "Property"). This
transaction closed on December 30, 1998. The purchase price by the Company was
approximately $77.1 million, consisting of the assumption of $43.5 million in
mortgage indebtedness and $10 million in unsecured indebtedness, with the
remaining $23.625 million to be paid $6.0 million in cash, and $17.625 million
in limited partnership units ("OP Units") of AIMCO Properties, of which $8.625
million are common OP Units priced at $41 per share, and $9.0 million are 8%
preferred OP Units. Of the total OP Units to be issued, approximately $4.5
million in common OP Units will be issued upon the achievement of certain
occupancy levels. In connection with the issuance of the preferred OP Units,
the Second Amendment to the Third Amended and Restated Agreement of Limited
Partnership of AIMCO Properties, L.P. was executed. An additional $1 million
has been budgeted as initial capital expenditures for the Property.
The Property consists of two main buildings. The phase one building,
which contains 76 units and approximately 67,000 square feet of commercial
space, was designed in 1928, and the phase two building, which contains 275
units, approximately 16,000 square feet of commercial space and 750
climate-controlled indoor parking spaces, was completed in November 1998.
AIMCO and AIMCO Properties, in assessing this transaction, considered
a number of factors related to revenue, including, but not limited to: i) the
advantageous lakefront location of the Property with views of Lake Calhoun and
downtown Minneapolis; ii) the high occupancy rate of approximately ninety-six
percent for the units and the commercial space in the phase one building; iii)
the geographic area's low market vacancy rate of less than two percent in
comparable high-end high-rise facilities; iv) the anticipated additional unit
and commercial space rental amounts, as well as parking fees from tenants and
commercial space customers, to be generated on the Property by the recently
completed phase two building; and v) the comparative attractiveness of this
Property to other properties in the area based upon such factors as location,
access to health club facilities in the phase one building and additional
luxury amenities included in the phase two building. AIMCO and AIMCO
Properties, in assessing this transaction, also considered a number of factors
related to expenses, including, but not limited to: i) the condition of the
phase one building and the budgeting of an additional $1 million of initial
capital expenditures to upgrade the existing building interior and exterior;
ii) the property tax increase expected to begin in the year 2000, based upon
the addition of the phase two building; iii) anticipated increases in expenses
at the Property such as utility and maintenance expenses related to the
addition of the phase two building, tempered by such factors as its new
condition and utility submetering in the building units; and iv) the
anticipation that no significant additional capital maintenance expense will be
required for the new phase two building in the near term. Additional general
analysis of the Property including neighborhood review, renter profiles,
comparative rental surveys, and general market background were done. The phase
two building is a significant addition to the Property.
After reasonable inquiry, AIMCO and AIMCO Properties are not aware of
any material factors relating to the Property, other than those discussed
above, that would cause the reported financial information for the Property not
to be necessarily indicative of future operating results.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Historical Summary of Gross Income and Direct Operating Expenses of
Calhoun Beach Club Apartments 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 99.1 to this Report and incorporated
herein by this reference).
(b) Pro Forma Financial Information
The required pro forma financial information is included as Exhibit
99.2 to this Report and incorporated herein by this reference.
2
3
(c) Exhibits
The following exhibits are filed with this report:
Exhibit
Number Description
- -------- -----------
10.1 Second Amendment to the Third Amended and Restated Agreement of Limited
Partnership of AIMCO Properties, L.P.
23.1 Consent of Ernst & Young LLP
* 99.1 Historical Summary of Gross Income and Direct Operating Expenses of
Calhoun Beach Club Apartments for the year ended December 31, 1997, and
the nine months ended September 30, 1998 (unaudited), together with the
Independent Auditors' Report.
* 99.2 Pro Forma Financial Information of Apartment Investment and Management
Company.
* Previously filed
3
4
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: February 11, 1999 By: /s/ Troy Butts
---------------------------------
Troy Butts
Senior Vice President,
Chief Financial Officer
5
5
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Sequentially
Exhibit
Number Description
- ------- -----------
10.1 Second Amendment to the Third Amended and Restated Agreement of Limited
Partnership of AIMCO Properties, L.P.
23.1 Consent of Ernst & Young LLP
*99.1 Historical Summary of Gross Income and Direct Operating Expenses of
Calhoun Beach Club Apartments for the year ended December 31, 1997, and
the nine months ended September 30, 1998 (unaudited), together with the
Independent Auditors' Report.
*99.2 Pro Forma Financial Information of Apartment Investment and Management
Company.
* Previously filed