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Section 1: 8-K (8-K)

Document
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) March 22, 2019
_____________________________________________
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Exact name of registrant as specified in its charter)
_____________________________________________
 
MARYLAND
 
1-13232
 
84-1259577
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation or organization)
 
File Number)
 
Identification No.)
4582 SOUTH ULSTER STREET
SUITE 1100, 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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
 
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. o






Item 8.01.    Other Events.
On March 22, 2019, Apartment Investment and Management Company (“Aimco”) issued a press release announcing the results of the stockholders' elections relating to the special dividend of $2.02 per share of common stock announced on February 4, 2019.  The special dividend consists of $67.1 million in cash and 4.5 million shares of common stock, and is payable on March 22, 2019.
A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
Press Release, dated March 22, 2019, issued by Aimco
 
 
 





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.
 Dated: March 22, 2019
 
 
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
 
 
By:
/s/ Paul Beldin
 
 
 
Name:
Paul Beldin
 
 
 
Title:
Executive Vice President and Chief Financial Officer


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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


397227437_aimcopressreleasespec_image1.jpg

Apartment Investment and Management Company
Announces Election Results for Special Dividend
 
DENVER, CO, March 22, 2019 -- Apartment Investment and Management Company (“Aimco”) (NYSE: AIV) today announced the results of the stockholders’ elections relating to the special dividend of $2.02 per share of common stock announced on February 4, 2019, which is payable on March 22, 2019.
Until March 8, 2019, stockholders of record as of February 22, 2019 could elect to receive payment of the special dividend in cash or in shares of common stock. Stockholders who made a cash election were placed in a lottery that entitled the selected stockholders to receive the entire amount of the special dividend in cash without being subject to the proration described below. Stockholders who failed to make an election by the deadline were deemed to have made a cash election but were not entitled to participate in the lottery.
The aggregate amount payable in the special dividend consists of $67.1 million in cash and 4.5 million shares of common stock. For purposes of determining the value of the shares issued in the special dividend, Aimco used a price of $49.93 per share, which is the volume-weighted average price of Aimco's common stock on the New York Stock Exchange on March 11 and 12, 2019.
Summarized results of the dividend elections are as follows:
Holders of 5.4 million shares who elected to receive the dividend in cash were selected in the lottery and will receive $2.02 per share in cash.
Holders of 127.8 million shares who made no election, or elected to receive the dividend in cash but were not selected in the lottery, will receive $0.44 per share in cash and $1.58 per share in common stock.
Holders of 11 million shares who elected to receive the dividend in shares of common stock will receive $2.02 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. Following the special dividend, Aimco will have approximately 148.8 million shares of common stock outstanding, the same number that was outstanding immediately prior to the reverse stock split effected February 20, 2019. Aimco expects that the entire special dividend will be taxable as dividends to its stockholders, whether paid in common stock, cash or a combination of cash and common stock. For purposes of computing the amount of the taxable dividend, any stock received by a stockholder will be valued at the closing price of the Aimco common stock on March 22, 2019 ($49.98 per share).




About Aimco
Aimco is a real estate investment trust focused on the ownership and management of quality apartment communities located in select markets in the United States. Aimco is one of the country’s largest owners and operators of apartments, with ownership interests in 132 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:
Aimco Investor Relations
(303) 793-4661
[email protected]


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