APPLE RESIDENTIAL INCOME TRUST INC
424B3, 1999-02-17
REAL ESTATE INVESTMENT TRUSTS
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                                            FILED  PURSUANT  TO RULE  424(B)(3);
                                            FILE    NO.    333-64029;    STICKER
                                            SUPPLEMENT TO SUPPLEMENT NO. 3 DATED
                                            JANUARY 28, 1999 AND  SUPPLEMENT NO.
                                            4   DATED    FEBRUARY    16,   1999;
                                            SUPPLEMENT  NO. 4 DATED FEBRUARY 16,
                                            1999  TO  BE  USED  WITH  PROSPECTUS
                                            DATED    OCTOBER    16,   1998   AND
                                            SUPPLEMENT  NO. 3 DATED  JANUARY 28,
                                            1999


                      SUMMARY OF SUPPLEMENTS TO PROSPECTUS
                (SEE THE SUPPLEMENTS FOR ADDITIONAL INFORMATION):

     Supplement No. 3 dated January 28, 1999  (incorporating  Supplements  No. 1
and No. 2):

     (1)  Reports on the acquisition by the Company of four additional apartment
          complexes.

     (2)  Contains  unaudited  financial  statements of the Company for the nine
          months  ended   September  30,  1998  and  the  related   management's
          discussion  and  analysis  of  financial   condition  and  results  of
          operations,  and certain  other  updated  information  concerning  the
          Company.

     Supplement No. 4 dated February 16, 1999:

     (1)  Provides   certain   updated   information   concerning  the  possible
          acquisition of the Company by Cornerstone Realty Income Trust, Inc.

     (2)  Reports on the acquisition by the Company of one additional  apartment
          complex.

     Apple Residential Management Group, Inc. and its affiliates and Cornerstone
Realty Income Trust,  Inc. have received and are expected to continue to receive
fees and expense  reimbursements  in connection with the Company's  acquisitions
and the  management of the properties  and the Company.  In connection  with the
five  property  acquisitions  described in the  Supplements,  Apple  Residential
Management  Group,  Inc. and Cornerstone  Realty Income Trust,  Inc. received or
will receive property acquisition fees totaling $881,340.

<PAGE>


                                            FILED  PURSUANT  TO RULE  424(B)(3);
                                            FILE NO. 333-64029; SUPPLEMENT NO. 4
                                            DATED  FEBRUARY  16, 1999 TO BE USED
                                            WITH  PROSPECTUS  DATED  OCTOBER 16,
                                            1998  AND  SUPPLEMENT  NO.  3  DATED
                                            JANUARY 28, 1999


                    SUPPLEMENT NO. 4 DATED FEBRUARY 16, 1999
                      TO PROSPECTUS DATED OCTOBER 16, 1998
                      APPLE RESIDENTIAL INCOME TRUST, INC.

     The following  information  supplements the Prospectus of Apple Residential
Income  Trust,  Inc.  dated October 16, 1998 (the  "Prospectus"),  as previously
supplemented by Supplement No. 3 dated January 28, 1999.  Prospective  investors
should carefully review the Prospectus, Supplement No. 3 (which incorporated and
replaced  Supplements No. 1 and No. 2), and this  Supplement No. 4.  Capitalized
terms that are used but not defined in this  Supplement  have the meanings given
to them in the Prospectus.


             POSSIBLE MERGER OF APPLE RESIDENTIAL INCOME TRUST, INC.
                    AND CORNERSTONE REALTY INCOME TRUST, INC.

     As stated in the Prospectus,  beginning in 1997,  Cornerstone Realty Income
Trust, Inc.  ("Cornerstone") has from time to time evaluated the desirability of
seeking to acquire the Company. See the discussion under the heading "Summary of
the Offering -- Developments  Involving Cornerstone Realty Income Trust, Inc. --
Possible Acquisition of the Company by Cornerstone," on page 2 of the Prospectus
and under "Investment Objectives and Policies -- Sale and Refinancing Policies,"
on pages 31 and 32 of the Prospectus.  AS STATED IN THE PROSPECTUS,  PROSPECTIVE
INVESTORS IN THE COMPANY SHOULD TAKE INTO ACCOUNT THE POSSIBILITY OF CORNERSTONE
ACQUIRING THE COMPANY (OR ITS ASSETS) IN MAKING AN INVESTMENT  DECISION RELATIVE
TO THE COMPANY.

     The Company and  Cornerstone  have each  appointed a special  committee  of
their  Board  of  Directors  (consisting  solely  of  directors  independent  of
management  of the two  companies)  to  consider a  potential  transaction.  The
respective  special  committees have each hired financial advisors to evaluate a
potential  merger  between  the two  companies,  and  those  advisors  have  had
discussions concerning the terms of a possible merger transaction. These actions
may lead to a merger of the Company and Cornerstone.  However, as of the date of
this Supplement,  there is no assurance that a merger (or a similar  transaction
by which  Cornerstone  would  acquire  the  Company)  will be agreed upon by the
Company and Cornerstone.  Furthermore, as of the date of this Supplement,  there
can be no  assurance  regarding  the nature or value of the  securities  Company
Shareholders  would receive upon a merger of the Company and Cornerstone,  if it
occurs.

     Cornerstone,  like the Company, is a real estate investment trust. Glade M.
Knight,  who is the  Chairman,  Chief  Executive  Officer  and a director of the
Company,  is also the  Chairman,  Chief  Executive  Officer  and a  director  of
Cornerstone.  Cornerstone has operated as a real estate  investment  trust since
1993.  It owns 58  apartment  complexes  comprising  13,462  apartment  units in
Virginia,  North  Carolina,  South  Carolina and Georgia.  The common  shares of
Cornerstone are listed on the New York Stock Exchange under the symbol "TCR." In
the WALL STREET JOURNAL, information on trading of the Cornerstone common shares
is found under the entry "CrnrstnRlty."


                         ADDITIONAL PROPERTY ACQUISITION

     On February 1, 1999, the Company purchased the Grayson Square Apartments in
Grapevine,  outside of Dallas, Texas. Additional information on this property is
provided below.


                            GRAYSON SQUARE APARTMENTS
                                GRAPEVINE, TEXAS

     On February 1, 1999, Apple REIT VII Limited Partnership  (together with its
parent companies,  Apple Residential Income Trust, Inc., Apple General, Inc. and
Apple  Limited,  Inc., the  "Company")  purchased the Grayson Square  Apartments
located at 2300 Grayson Drive, Grapevine, Texas (the "Property").


                                       S-1

<PAGE>



     The Property  comprises 200  apartment  units.  The purchase  price for the
Property  was  $9,350,000.  The seller was  Grapevine I Partners,  Ltd., a Texas
limited partnership, which is not affiliated with the Company, Apple Residential
Management Group,  Inc. (the "Advisor") or their affiliates.  The purchase price
was paid through a  combination  of (i)  approximately  $2,357,215 in cash using
proceeds  from  the  sale  of  the  Common  Shares  of  the  Company,  and  (ii)
approximately $6,992,785 by assumption of a mortgage loan. Title to the Property
was conveyed to the Company by special warranty deed.

     The Property was acquired  with the  assumption  of a mortgage  loan in the
original principal amount of $7,350,000 held by Fannie Mae. On February 1, 1999,
the outstanding balance of the mortgage loan was $6,992,785. The interest on the
mortgage loan currently is 6.505% per annum;  amortization is based on a 28-year
amortization  term; and  prepayments  are permitted  after May 1, 2001 with a 2%
prepayment penalty,  after May 1, 2002 with a 1% prepayment  penalty,  and after
May 1, 2003 with no prepayment  penalty.  The maturity date of the mortgage loan
is April 1, 2005, and the balance due at maturity,  assuming no payment has been
made on  principal  in  advance  of its due date,  is  $6,200,873.  The  current
required monthly payment of principal and interest is $46,634.00.

     In connection  with the original  financing of the  Property,  the previous
owner of the Property agreed to certain  restrictions on the use of the Property
set forth in a special warranty deed and deed  restrictions.  In connection with
the purchase of the  Property  and the  assumption  of the  mortgage  loan,  the
Company  entered  into an  assumption  of the  special  warranty  deed  and deed
restrictions.  Among the restrictions  agreed to by the Company is that at least
20% of the  apartment  units must be  occupied  by persons  who,  at the time of
initial  occupancy of the apartment  units, are "lower income tenants." The term
lower income tenants is defined, generally, as one or more persons who occupy an
apartment  unit whose  aggregate  anticipated  income does not exceed 80% of the
median income for the area where the Property is located.

     LOCATION.  The  Property  is located on Grayson Drive near Highways 121 and
114  in  Grapevine,  Texas.  The Property is within Tarrant County, near Dallas.
The  Property  is  located  within  the  greater  Dallas/Fort Worth metropolitan
statistical area, or as it is called locally, "The Metroplex."

     The following information is based in part upon information provided by the
Dallas  Chamber  of  Commerce.   The  Dallas/Fort  Worth  Metroplex  is  in  the
north-central  part  of  Texas  and is  composed  of  nine  counties.  The  1996
population of The Metroplex was approximately 4,400,000. The Dallas metropolitan
area is the second largest in the state, behind Houston.

     The economy of the Dallas/Fort  Worth area is complex and diversified.  Key
economic  factors  include a large  manufacturing  base  (including  as products
military hardware,  electronics,  automobiles,  industrial equipment,  oil-field
parts,   food   products   and   chemicals),    banking,   insurance   services,
communications,  oil and gas production and air transportation.  Major employers
in the area include Texas Instruments,  Southwestern Bell, General Motors,  J.C.
Penney, NationsBank and Vought Aircraft Company.

     The Metroplex is also an established  transportation center for the nation.
The Dallas/Fort Worth International Airport occupies  approximately 17,600 acres
of land between the two cities. It is the second largest  commercial  airport in
the United States in terms of land area,  and is the second  busiest  airport in
the world, with more than 2,500 daily arrivals and departures.

     The area also has a  well-established  system of  interstate  highways  and
supporting  secondary routes. The Metroplex is located at the hub of Interstates
35, 45, 20 and 30. Two outer loops,  Interstate 635 in Dallas and Interstate 820
in Fort Worth surround the respective cities.

     The many  institutions  of higher  learning  in the area  include  Southern
Methodist University, the University of Texas at Dallas, the University of Texas
at Arlington, the University of North Texas, and Texas Christian University.

     The Property is in a  neighborhood  consisting  of other  multi-family  and
single-family  housing,  and commercial and retail development.  The Property is
located  near  restaurants,  businesses,  schools and  churches,  and is readily
accessible  from  Highways  121, 114 and 360.  The Property is an  approximately
25-minute drive from Dallas,  an  approximately  15-minute drive from Fort Worth
and an approximately  10-minute drive from the Dallas/Fort  Worth  International
Airport.


                                       S-2

<PAGE>



     DESCRIPTION  OF THE  PROPERTY.  The Property  consists of 200  garden-style
apartment units in 20 two-story  buildings on approximately  10.8 acres of land.
The Property was constructed in 1985.  There are four apartment unit types.  The
unit mix and rents being charged new tenants as of February 1999 are as follows:


                                                  APPROXIMATE
                                                   INTERIOR
                                                    SQUARE       MONTHLY
 QUANTITY                   TYPE                    FOOTAGE      RENTAL
- ----------   ---------------------------------   ------------   --------
    30       One bedroom, one bathroom                 600       $ 540
    60       One bedroom, one bathroom                 750         640
    60       One bedroom, one bathroom w/den           900         740
    50       Two bedrooms, two bathrooms             1,018         875


     The apartments provide a total of approximately  168,000 square feet of net
rentable area.

     The Company  believes that the Property has generally been well  maintained
and is in good  condition.  However,  the  Company  has  budgeted  approximately
$200,000 for repairs and  improvements  to the  Property,  to include  clubhouse
renovations,  exterior  painting,  replacement  of gutters and  downspouts,  and
interior upgrades.

     The following information is provided by the seller.  Physical occupancy at
the Property  averaged  approximately 96% in 1994, 96% in 1995, 96% in 1996, 95%
in 1997, and 92% in 1998.  Leases at the Property are generally for terms of one
year or less.  Average  rental  rates for the past  five  years  have  generally
increased.  As an example, a one-bedroom,  one-bathroom  apartment unit with den
(900 square feet) rented for $615 in 1994,  $660 in 1995,  $670 in 1996, $690 in
1997, and $705 in 1998. The average  effective  annual rental per square foot at
the Property for 1994 through 1998 was $8.43,  $9.05,  $9.19,  $9.46, and $9.67,
respectively.

     The Property has an outdoor  swimming  pool, a Jacuzzi,  a playground and a
fitness center.  There is also a clubhouse with a leasing office and ample paved
parking for the tenants.

     The buildings are wood frame  construction  with exteriors  consisting of a
combination  of brick  veneer and painted  wood  siding.  The  buildings  are on
concrete  slab  foundations  and roofs are  pitched  and  covered  with  asphalt
shingles on plywood sheathing.

     Each  apartment  unit has  wall-to-wall  carpeting  in the living areas and
vinyl floors in the kitchen and bath. Each apartment unit has a cable television
hook-up and an individually  controlled heating and air-conditioning  unit. Each
kitchen has a  refrigerator/freezer,  electric  range and oven,  dishwasher  and
garbage disposal.  All of the units, other than the smallest  one-bedroom units,
have  full-sized  washer/dryer  connections.  Each  upstairs  unit  has  vaulted
ceilings and each downstairs  unit has nine-foot  ceilings.  Selected  apartment
units have a wood-burning fireplace and built-in bookcases.  Each apartment unit
has walk-in closets,  private outside  storage,  a covered balcony or patio, and
ceiling  fans.  The owner of the Property  pays for cold water,  sewer  service,
trash  removal,  gas for hot water  and  basic  cable  television  service.  The
residents pay for their electricity  usage,  which includes  cooking,  lighting,
heating and air-conditioning.

     There  are at  least  four  apartment  properties  that  compete  with  the
Property.  All  offer  similar  amenities  and  generally  have  rents  that are
comparable to those of the Property.  Based on a recent  telephone  survey,  the
Advisor  estimates  that  occupancy  in  nearby  competing  properties  averaged
approximately 89% on February 1, 1999.

     As of February 10, 1999, the Property was approximately  88% occupied.  The
tenants are a mix of white-collar workers, students and retired persons.


                                       S-3

<PAGE>



     The  following  table sets forth 1998 real  estate tax  information  on the
Property:


                                 ASSESSED
        JURISDICTION               VALUE            RATE               TAX
- ---------------------------   --------------   --------------   ----------------
Tarrant County ............    $ 7,000,000      $   0.60532      $   42,372.12
City of Grapevine .........      7,000,000          1.92279         134,595.30
                                                                 -------------
  Total ...................                                      $  176,967.42


     The basis of the  depreciable  residential  real  property  portion  of the
Property (currently estimated at about $8,778,065) will be depreciated over 27.5
years on a straight-line  basis. The basis of the personal property portion will
be depreciated in accordance with the modified  accelerated cost recovery system
of the Internal  Revenue Code of 1986,  as amended (the  "Code").  Amounts to be
spent by the  Company  on  repairs  and  improvements  will be  treated  for tax
purposes as permitted by the Code based on the nature of the expenditures.

     The Advisor and the Company  believe that the Property is and will continue
to be adequately covered by property and liability insurance.

     ACQUISITION AND MANAGEMENT  SERVICES AND FEES. In consideration of services
rendered to the Company in connection  with the selection and acquisition of the
Property,  Cornerstone  Realty Income Trust,  Inc. became entitled to a property
acquisition fee equal to 2% of the purchase price of the Property,  or $187,000.
At closing,  $47,144 of the fee was paid.  The balance  will be paid if and when
the debt  encumbering the Property is repaid.  Cornerstone  Realty Income Trust,
Inc.  will also serve as property  manager for the Property and for its services
will be paid by the  Company a monthly  management  fee equal to 5% of the gross
revenues of the Property plus reimbursement of certain expenses.


                                       S-4



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