APARTMENT INVESTMENT & MANAGEMENT CO (Form: 8-K, Received: 12/01/2020 16:32:40)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2020

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

(Exact name of registrant as specified in its charter)

MARYLAND

1-13232

84-1259577

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


4582 SOUTH ULSTER STREET
SUITE 1700, DENVER, CO		80237
(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Aimco Investment and Management Company Class A Common Stock

AIV

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act. ☐

ITEM 5.03.

Amendments to Articles of Incorporation; Change in Fiscal Year

After the close of business, and immediately following the special dividend described below, on November 30, 2020, Apartment Investment and Management Company (“Aimco”) effected the previously announced 1-for-1.23821 reverse split of its outstanding shares of common stock (the “Reverse Stock Split”). Aimco has filed Articles of Amendment (the “Articles of Amendment”) to amend its charter to effect the Reverse Stock Split, effective immediately after the issuance of shares in Aimco’s previously announced special dividend on November 30, 2020, and Aimco’s common stock began trading on a post-split basis on December 1, 2020. Pursuant to the Articles of Amendment, every 1.23821 shares of Aimco’s issued and outstanding shares of common stock were combined into one issued and outstanding share of common stock. No fractional shares were issued in the Reverse Stock Split, and cash will be paid in lieu of any fraction of a share to which a stockholder would otherwise be entitled.

The description of the Articles of Amendment set forth herein is qualified in its entirety by reference to the full text of the Articles of Amendment, which is filed as Exhibit 3.1 to this report and is incorporated herein by reference.

ITEM 8.01.

Other Events.

On December 1, 2020, Aimco announced the results of the stockholders’ elections relating to the special dividend of $8.20 per outstanding share of common stock as of the close of business on November 4, 2020. The special dividend consists of approximately $121.8 million in cash and 35,386,723 shares of common stock (without giving effect to cash paid in lieu of fractional shares), and was payable after the close of business on November 30, 2020.

ITEM 9.01.

Financial Statements and Exhibits.

The following exhibits are furnished with this report:


Exhibit Number		Description

3.1		Articles of Amendment of Apartment Investment and Management Company.

99.1		Press release dated December 1, 2020

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	APARTMENT INVESTMENT AND MANAGEMENT COMPANY
	(Registrant)

Date: December 1, 2020	By:	/s/ Paul Beldin
		Paul Beldin
		Executive Vice President and Chief Financial Officer

Exhibit 3.1

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

ARTICLES OF AMENDMENT

APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation, having its principal office in Baltimore City, Maryland (which is hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that every 1.23821 shares of the Corporation’s common stock, $0.01 par value per share (the “Common Stock”), issued and outstanding immediately before the Reverse Stock Split Effective Time (as defined below) shall be combined into one issued and outstanding share of Common Stock, $0.0123821 par value per share (the “Combined Par Value Per Share”), with any resulting fractional shares of Common Stock being cancelled and the holders of any such fractional shares of Common Stock being entitled to receive a cash payment in lieu of such fractional shares calculated using the fair value per share of the Common Stock at the Reverse Stock Split Effective Time.

SECOND: The Charter is hereby amended, effective immediately after the Reverse Stock Split Effective Time, to change the par value per share of each share of Common Stock issued and outstanding immediately after the Reverse Stock Split Effective Time from the Combined Par Value Per Share to $0.01 per share.

THIRD: The foregoing amendment to the Charter has been duly approved by a majority of the entire Board of Directors of the Corporation as required by law. The amendment is limited to changes expressly authorized by Section 2-309(e)(2) and Section 2-605(a)(2) of the Maryland General Corporation Law to be made without action by the stockholders of the Corporation.

FOURTH: These Articles of Amendment shall become effective at 5:01 p.m. EST on November 30, 2020 (the “Reverse Stock Split Effective Time”).

FIFTH: There has been no increase in the authorized stock of the Corporation effected by the amendments to the Charter as set forth above.

IN WITNESS WHEREOF, Apartment Investment and Management Company has caused these presents to be signed in its name and on its behalf by its Executive Vice President and Chief Financial Officer and witnessed by its Secretary on November 25, 2020.


WITNESS:	APARTMENT INVESTMENT AND MANAGEMENT COMPANY

/s/ Lisa R. Cohn	By:	/s/ Paul Beldin
Lisa R. Cohn, Secretary		Paul Beldin, Executive Vice President and Chief Financial Officer

THE UNDERSIGNED, the Executive Vice President and Chief Financial Officer of Apartment Investment and Management Company, who executed on behalf of the Corporation the foregoing Articles of Amendment of which this certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles of Amendment to be the corporate act of said Corporation and hereby certifies that to the best of his knowledge, information, and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.

/s/ Paul Beldin

Paul Beldin, Executive Vice President and Chief Financial Officer

Exhibit 99.1

LOGO

Apartment Investment and Management Company Announces

Election Results for Special Dividend

DENVER, CO, December 1, 2020 – Apartment Investment and Management Company (“Aimco”) (NYSE: AIV) today announced the results of the stockholders’ elections relating to the special dividend of $8.20 per outstanding share of common stock as of the close of business on November 4, 2020 (the “Record Date”). The aggregate amount payable in the special dividend consists of approximately $121.8 million in cash (the “Cash Amount”) and 35,386,723 shares of common stock (without giving effect to cash paid in lieu of fractional shares), and was payable after the close of business on November 30, 2020. For purposes of determining the number of shares issued in the special dividend, Aimco determined the volume weighted average trading price of a share of Aimco common stock during the 10 trading day period ending at the close of business on November 24, 2020, which is $30.98.

Until November 20, 2020, stockholders of record as of the Record Date had the opportunity to elect to receive payment of the special dividend in all cash or in all stock, subject to proration as described below if either option was oversubscribed. Stockholders who did not properly make an affirmative election in respect of all of the shares of common stock owned by them as of the Record Date were deemed to have elected to receive all cash. As the total cash elections (including deemed cash elections) exceeded the Cash Amount, each stockholder who made a cash election (including deemed cash elections) will receive a pro rata portion of the Cash Amount, and will receive the remaining portion of the special dividend in shares of common stock.

Summarized results of the dividend elections are as follows:

•

Holders of 118,349,437 shares who elected to receive the special dividend in all cash or who made no election will receive $1.02924 per share in cash and $7.17076 per share in common stock.

•

Holders of 30,199,002 shares who elected to receive the special dividend in all shares will receive $8.20 per share in common stock.

Cash will be paid in lieu of fractional shares so that stockholders receive a whole number of shares of common stock.

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About Aimco

Aimco is a real estate investment trust focused on the ownership and management of quality apartment communities located throughout the United States. Aimco is one of the nation’s largest owners and operators of apartments with 125 communities in 17 states and the District of Columbia. Aimco common shares are traded on the New York Stock Exchange under the ticker symbol “AIV” and are included in the S&P 500. For more information about Aimco, please visit our website at www.aimco.com.

Contact:

Matt Foster, Director, Investor Relations

Investor Relations

(303) 793-4661

investor@aimco.com