Current Report Filing (8-k)
December 01 2020 - 4:32PM
Edgar (US Regulatory)
APARTMENT INVESTMENT & MANAGEMENT CO MD false 0000922864 --12-31 0000922864 2020-11-30 2020-11-30
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)
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MARYLAND
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1-13232
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84-1259577
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4582 SOUTH ULSTER STREET
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SUITE 1700, DENVER, CO
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80237
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(Address of principal executive offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Aimco Investment and Management Company Class A Common Stock
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AIV
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New York Stock Exchange
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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.
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Amendments to Articles of Incorporation; Change in Fiscal Year
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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.
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.
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Financial Statements and Exhibits.
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The following exhibits are furnished with this report:
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.
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY
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(Registrant)
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Date: December 1, 2020
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By:
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/s/ Paul Beldin
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Paul Beldin
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Executive Vice President and Chief Financial Officer
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