UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO
QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1997
APPLE RESIDENTIAL INCOME TRUST, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 333-10635 54-1916010
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
306 EAST MAIN STREET
RICHMOND, VIRGINIA 23219
(Address of principal (Zip Code)
executive offices)
(804) 643-1761
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address, and former fiscal
year, if changed since last report)
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. Yes X No
At November 1, 1997, there were outstanding 10,023,044 shares of common stock,
no par value, of the registrant.
<PAGE>
APPLE RESIDENTIAL INCOME TRUST, INC.
FORM 10-Q/A
Index
Part II
Item 2. Changes in Securities and Use of Proceeds
<PAGE>
The Company hereby amends Part II, Item 2 of its Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1997 to read as follows:
Part II, Item 2. Changes in Securities and Use of Proceeds
The Company's Registration Statement on Form S-11 (File No. 333-10635)
was declared effective by the Securities and Exchange Commission on November 19,
1996, and on that date the Company commenced on on-going best-efforts offering
(the "Offering") of its Common Shares, no par value. The managing underwriter is
David Lerner Associates, Inc. The Offering is continuing as of the date of this
amendment to the Company's Report on Form 10-Q. All of the Common Shares are
being sold for the account of the Company.
The following tables set forth information concerning the Offering and
the use of proceeds from the Offering as of September 30, 1997:
<TABLE>
<CAPTION>
Common Shares Registered:
------------------------
<S> <C> <C> <C>
1,666,666.67 Common Shares $9 per Common Share $ 15,000,000
23,500,000.00 Common Shares $10 per Common Share $235,000,000
Totals: 25,166,666.67 Common Shares $250,000,000
Common Shares Sold:
------------------
1,666,667 Common Shares $9 per Common Share $15,000,000
6,592,339 Common Shares $10 per Common Share $65,923,390
Totals: 8,259,006 Common Shares $80,923,390
</TABLE>
<TABLE>
<CAPTION>
Expenses of Issuance and Distribution of Common Shares
------------------------------------------------------
<S> <C> <C>
1. Underwriting discounts and commissions $ 8,092,329
2. Expenses of underwriters 0
3. Direct or indirect payments to directors or officers
of the Company or their associates, to ten percent
shareholders, or to affiliates of the Company 0
4. Fees and expenses of third parties 585,140
Total Expenses of Issuance and Distribution of
Common Shares $ 8,677,469
Net Proceeds to the Company $ 72,245,921
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Application of Net Proceeds to the Company:
------------------------------------------
<S> <C> <C>
1. Purchase of real estate (including repayment of
indebtedness incurred to purchase real estate) $ 69,253,750
2. Interest on indebtedness 232,818
3. Working capital 1,088,798
4. Fees to the following (all affiliates of officers of the Company):
a. Apple Advisors, Inc. 13,585
b. Apple Realty Group, Inc. 624,863
c. Cornerstone Realty Income Trust, Inc. 1,032,107
5. Fees and expenses of third parties:
a. Legal 0
b. Accounting 0
6. Other (specify ________) 0
Total of Application of Net Proceeds to the Company $ 72,245,921
</TABLE>
In addition to the foregoing, on April 25, 1997, the Company sold to
Cornerstone Realty Income Trust, Inc. 417,777 Common Shares at $9.00 per Common
Share (total proceeds of $3,759,993) in a transaction not involving any public
offering within the meaning of Section 4(2) of the Securities Act of 1933. The
offer and sale of these Common Shares was effectuated on a negotiated basis to
an accredited institutional investor satisfying the standard described in Rule
506 (b)(2)(ii) under the Securities Act of 1933. No underwriting discounts or
commissions were paid in connection with this sale of Common Shares.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report on Form 10-Q/A to be signed on its behalf
by the undersigned hereunto duly authorized.
Apple Residential Income Trust, Inc.
Date: December 8, 1997 By: /s/ Glade M. Knight
-------------------
Glade M. Knight,
President
By: /s/ Stanley J. Olander
----------------------
Stanley J. Olander,
Treasurer
