-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gxm2CnmeAD8NOyd5kYY9UxRrjhVSDe1WFM35QD7YhP/1NrL285LTFj6cuQawIhFq 5bxoMTR4CHxwDtj3UnwBJw== 0000912595-98-000006.txt : 19980403 0000912595-98-000006.hdr.sgml : 19980403 ACCESSION NUMBER: 0000912595-98-000006 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980402 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID AMERICA APARTMENT COMMUNITIES INC CENTRAL INDEX KEY: 0000912595 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 621543819 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-12762 FILM NUMBER: 98585885 BUSINESS ADDRESS: STREET 1: 6584 POPLAR AVE STREET 2: STE 340 CITY: MEMPHIS STATE: TN ZIP: 38138 BUSINESS PHONE: 9016826600 MAIL ADDRESS: STREET 1: 6584 POPLAR AVE STREET 2: SUITE 340 CITY: MEMPHIS STATE: TN ZIP: 38138 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 Commission File Number: 1-12762 MID-AMERICA APARTMENT COMMUNITIES, INC. (Exact Name of Registrant as Specified in Charter) TENNESSEE 62-1543819 (State of Incorporation) (I.R.S. Employer Identification Number) 6584 POPLAR AVENUE, SUITE 340 MEMPHIS, TENNESSEE 38138 (Address of principal executive offices) (901) 682-6600 Registrant's telephone number, including area code Securities registered pursuant to Section 12 (b) of the Act: Name of Exchange Title of Each Class on Which Registered Common Stock, par value $.01 per share New York Stock Exchange Series A Cumulative Preferred Stock, par New York Stock value $.01 per share Exchange Series B Cumulative Preferred Stock, Series New York Stock B, par value $.01 per share Exchange Securities registered pursuant to Section 12 (g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in PART III of this Form 10-K or any amendment to this Form 10-K. [ X ] The aggregate market value of the voting stock held by non-affiliates of the Registrant, (based on the closing price of such stock ($28.19 per share), as reported on the New York Stock Exchange, on March 13, 1998) was approximately $469,000,000 ( for purposes of this calculation, directors and executive officers are treated as affiliates). The number of shares outstanding of the Registrant's Common Stock as of March 13, 1998, was 18,553,931 shares, of which approximately 1,923,087 were held by affiliates. The 1997 Annual Report on Form 10-K is amended to include Financial Data Schedules. Item 16. Exhibits. Exhibit Numbers Exhibit Description - ------- ------------------- 2.1* Agreement and Plan of Reorganization made as of September 15, 1997 by and among Mid-America Apartments, L.P., Mid-America Apartment Communities, Inc. and Flournoy Development Company 3.1******** Amended and Restated Charter of Mid-America Apartment Communities, Inc. dated as of January 10, 1994, as filed with the Tennessee Secretary of State on January 25, 1994 3.2****** Articles of Amendment to the Charter of Mid-America Apartment Communities, Inc. dated as of January 28, 1994, as filed with the Tennessee Secretary of State on January 28, 1994 3.3******** Articles of Merger of The Cates Company with and into Mid- America Apartment Communities, Inc. dated February 2, 1994, as filed with the Tennessee Secretary of State on February 3, 1994 3.4****** Articles of Merger of America First REIT Advisory Company, a Nebraska corporation, with and into Mid-America Apartment Communities, Inc., a Tennessee corporation, dated June 29, 1995, as filed with the Tennessee Secretary of State on June 29, 1995 3.5** Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter Designating and Fixing the Rights and Preferences of A Series of Preferred Stock dated as of October 9, 1996, as filed with the Tennessee Secretary of State on October 10, 1996 3.6******** Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter dated November 17, 1997, as filed with the Tennessee Secretary of State on November 18, 1997 3.7*** Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter Designating and Fixing the Rights and Preferences of A Series of Preferred Stock dated as of November 17, 1997, as filed with the Tennessee Secretary of State on November 18, 1997 3.8******** Articles of Merger of Flournoy Development Company (a Georgia corporation) with and into Mid-America Apartment Communities, Inc. (a Tennessee corporation) dated November 21, 1997, as filed with the Tennessee Secretary of State on November 25, 1997 3.9******** Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter dated December 15, 1997, as filed with the Tennessee Secretary of State on December 31, 1997 3.10******** Bylaws of Mid-America Apartment Communities, Inc. 4.1********* Form of Common Share Certificate 4.2**** Form of 9.5% Series A Cumulative Preferred Stock Certificate 4.3***** Form of 8 7/8% Series B Cumulative Preferred Stock Certificate 4.4** Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter Designating and Fixing the Rights and Preferences of A Series of Preferred Stock dated as of October 9, 1996, as filed with the Tennessee Secretary of State on October 10, 1996 4.5*** Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter Designating and Fixing the Rights and Preferences of A Series of Preferred Stock dated as of November 17, 1997, as filed with the Tennessee Secretary of State on November 18, 1997 10.1******* Second Amended and Restated Agreement of Limited Partnership of Mid-America Apartments, L.P., a Tennessee limited partnership 10.2*********Employment Agreement between Mid-America Apartment Communities, Inc. and George E. Cates 10.3*********1994 Restricted Stock and Stock Option Plan 10.4******* Promissory Note of the Operating Partnership in favor of Leader Federal Bank for Savings (McKellar) 10.5******* Promissory Note of the Operating Partnership in favor of Leader Federal Bank for Savings (Park Estate) 10.6******* Promissory Note of the Operating Partnership in favor of Leader Federal Bank for Savings (Greenbrook) 10.7******* Promissory Note of the Operating Partnership in favor of Leader Federal Bank for Savings (Cedar Mill) 10.8******* Assignment of Rents and Leases by the Operating Partnership in favor of Leader Federal Bank for Savings (McKellar, Park Estate, Greenbrook, Cedar Mill) 10.9********* Revolving Credit Agreement between the Registrant and AmSouth Bank of Alabama 10.10******** Note Purchase Agreement of the Operating Partnership and the Registrant and Prudential Insurance Company of America 11.1 Statement re: computation of per share earnings (included within the Form 10-K) 12.1 Statement re: computation of ratios (definition of ratios used are disclosed as footnotes on the related table(s) within the Form 10-K) 21.1********* List of Subsidiaries 23.1********* Consent of KPMG Peat Marwick LLP 23.2 Opinion of KPMG Peat Marwick LLP on Schedule III (included in F pages of this Form 10-K) 27.1 Financial Data Schedule (for year ended December 31, 1997) 27.2 Financial Data Schedule (for year ended December 31, 1996) 27.3 Financial Data Schedule (for year ended December 31, 1995) _____________________ * Filed as Exhibit 10.20 to the Registrant's Current Report on Form 8-K, filed with the Commission on September 19, 1997 (Commission File No. 1-12762) ** Filed as Exhibit 1 to the Registrant's Registration Statement on Form 8-A filed with the Commission on October 11, 1996 *** Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A filed with the Commission on November 19, 1997 **** Filed as Exhibit 3 to the Registrant's Registration Statement on Form 8-A filed with the Commission on October 11, 1996 ***** Filed as Exhibit 4.3 to the Registrant's Registration Statement on Form 8-A filed with the Commission on November 19, 1997 ****** Filed as an exhibit to the 1996 Annual Report of the Registrant on Form 10-K as of March 31, 1997 ******* Filed as an exhibit to the Registration Statement on Form S-11 (SEC File No. 33-81970), as amended, of the Registrant and incorporated herein by reference. ******** Filed as an exhibit to the Registration Statement on Form S-11 (SEC File No. 33-69434), as amended, of the Registrant and incorportated herein by reference. ********* Filed as and exhibit to the 1997 Annual Report of the Registrant on Form 10-K as of March 31, 1998 (b) Reports on Form 8-K The following report was filed on Form 8-K by the registrant during the fourth quarter of 1996: Date of Form Events Reported Report ------ -------------------------------- ------- 8-K Announcement of two apartment 10/07/97 acquisitions and the sale of Common Stock 8-K/A Combined Financial Statements for 11/06/97 Flournoy Properties Group for the years ended December 31, 1996, 1995, and 1994 (Audited) and six months ended June 30, 1997 and 1996 (Unaudited). Pro Forma Condensed Combined Financial Statements for the Registrant and Subsidiaries for the year ended December 31, 1996 and six months ended June 30, 1997 (Unaudited). 8-K/A Combined Financial Statements for 11/14/97 Flournoy Properties Group for the years ended December 31, 1996, 1995, and 1994 (Audited) and six months ended September 30, 1997 and 1996 (Unaudited). Pro Forma Condensed Combined Financial Statements for the Registrant and Subsidiaries for the year ended December 31, 1996 and six months ended September 30, 1997 (Unaudited). 8-K/A Audited historical summary of gross 11/20/97 income and operating expenses for two apartment acquisitions. 8-K Announcement of an apartment community 11/20/97 acquisition and the related audited historical summary of gross income and operating expenses. 8-K Announcement of an apartment acquisition, 11/21/97 the sale of preferred stock and the related underwriting agreement. (c) Exhibits: See Item 14(a)(3) above. (d) Financial Statement Schedules: See Item 14(a)(2) above. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. MID-AMERICA APARTMENT COMMUNITIES, INC. Date: March 30, 1998______ /s/ George E. Cates___________ George E. Cates Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated. Date: March 30, 1998 /s/ George E. Cates__________ George E. Cates Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Date: March 30, 1998 /s/ Simon R.C. Wadsworth______ Simon R.C. Wadsworth Executive Vice President (Principal Financial and Accounting Officer) Date: March 30, 1998 /s/ H. Eric Bolton H. Eric Bolton President and Chief Operating Officer Date: March 25, 1998 /s/ John F. Flournoy John F. Flournoy Vice-Chairman of the Board and Chief Executive Officer, Flournoy Development Company Date: March 24, 1998 /s/ John J. Byrne,III John J. Byrne, III Director Date: March 30, 1998 /s/ Robert F. Fogelman Robert F. Fogelman Director Date: March 24, 1998 /s/ John S. Grinalds John S. Grinalds Director Date: March 23, 1998 /s/ O. Mason Hawkins O. Mason Hawkins Director EX-27.1 2
5 12-MOS DEC-31-1997 JAN-01-1997 DEC-31-1997 28,202 0 0 0 0 31,163 1,211,693 76,989 1,194,070 37,492 632,213 0 39 185 461,500 1,194,070 135,673 139,116 52,404 52,404 27,737 0 29,831 22,542 0 19,849 0 (8,622) 0 11,227 0.43 0.43
EX-27.2.3 3
5 1,000 12-MOS 12-MOS DEC-31-1996 DEC-31-1995 JAN-01-1996 JAN-01-1995 DEC-31-1996 DEC-31-1995 9,591 7,164 0 0 0 0 0 0 0 0 9,273 8,819 641,893 578,788 49,558 29,504 611,199 565,267 15,338 14,001 315,239 307,939 0 0 20 0 109 109 241,384 202,278 611,199 565,267 110,090 93,509 111,882 94,963 42,570 37,954 42,570 37,954 21,443 16,574 0 0 26,427 23,277 17,473 12,307 0 0 14,260 9,810 0 0 0 0 0 0 14,260 9,810 1.21 1.00 1.21 1.00
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