As filed with the Securities and Exchange Commission on July 23, 1997
Registration No. 333-27181
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IRVINE APARTMENT COMMUNITIES, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0587829
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
550 Newport Center Drive, Suite 300,
Newport Beach, California 92660 (714) 720-5500
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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JAMES E. MEAD
Senior Vice President, Chief Financial Officer and Secretary
IRVINE APARTMENT COMMUNITIES, INC.
550 Newport Center Drive
Suite 300
Newport Beach, CA 92660
(714) 720-5500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
JEFFREY SMALL
DAVIS POLK & WARDWELL
450 Lexington Avenue
New York, New York 10017
Telephone (212) 450-4000
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Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box:
[ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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EXPLANATORY NOTE
The Registrant is filing this Post-Effective Amendment No. 1 to the
S-3 Registration Statement (File No. 333-27181) to remove from registration
all subordinated debt.
PROSPECTUS
$350,000,000
IRVINE APARTMENT COMMUNITIES, L.P.
Debt Securities
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Irvine Apartment Communities, L.P. (the "Operating Partnership") may
offer and issue from time to time senior, unsecured, non-convertible
investment grade debt securities (the "Debt Securities"). The Debt
Securities may be offered in one or more series, in amounts, at prices and
on terms to be determined by market conditions at the time of sale and to be
set forth in a supplement or supplements to this Prospectus (a "Prospectus
Supplement"). The aggregate offering price of the Debt Securities will not
exceed $350,000,000.
Certain terms of any Debt Securities in respect of which this Prospectus
is being delivered will be set forth in the accompanying Prospectus
Supplement including, without limitation, the specific designation, aggregate
principal amount, purchase price, maturity, interest rate (which may be
fixed or variable) and time of payment of interest (if any), terms (if any)
for the redemption thereof, listing (if any) on a securities exchange and
any other specific terms of the Debt Securities.
See "Risk Factors" in the Prospectus Supplement for a description of
certain factors that should be considered by purchasers of the Debt
Securities offered hereby.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The Debt Securities may be sold on a negotiated or competitive bid basis
to or through underwriters or dealers designated from time to time or to other
purchasers directly or through agents designated from time to time. Certain
terms of the offering and sale of the Debt Securities, including, where
applicable, the names of the underwriters, dealers or agents, if any, the
purchase price of the Securities and the proceeds to the Operating Partnership
from such sale, and any applicable commissions, discounts and other items
constituting compensation of such underwriters, dealers or agents, will
also be set forth in the accompanying Prospectus Supplement.
The date of this Prospectus is July __, 1997.
IN CONNECTION WITH AN OFFERING, CERTAIN PERSONS PARTICIPATING IN SUCH
OFFERING MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE
AFFECT THE PRICE OF THE DEBT SECURITIES. SPECIFICALLY, THE UNDERWRITERS
FOR SUCH OFFERING MAY OVERALLOT IN CONNECTION WITH SUCH OFFERING, AND MAY
BID FOR, AND PURCHASE, THE DEBT SECURITIES IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus or any Prospectus Supplement, and, if given or
made, such information or representation must not be relied upon as having
been authorized by the Operating Partnership, by Irvine Apartment
Communities, Inc., a Maryland corporation, the sole general partner of the
Operating Partnership, or by any underwriter, agent or dealer. This
Prospectus and any Prospectus Supplement shall not constitute an offer to
sell or a solicitation of an offer to buy any of the Debt Securities
offered hereby in any jurisdiction to any person to whom it is unlawful to
make such offer or solicitation in such jurisdiction. Neither the delivery
of this Prospectus and any Prospectus Supplement nor any sale made
thereunder shall, under any circumstances, create any implication that the
information therein is correct as of any time subsequent to the date
thereof.
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AVAILABLE INFORMATION
The Operating Partnership and the sole general partner of the Operating
Partnership, Irvine Apartment Communities, Inc. (the "Company"), are each
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith file
reports and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed
by the Company or the Operating Partnership with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 or
at its Regional Offices located at Suite 1400, Northwestern Atrium Center,
500 West Madison Street, Chicago, Illinois 60661 and at Seven World Trade
Center, 13th Floor, New York, New York 10048, and copies of such material
can be obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Company's Common Stock is listed on the New York Stock Exchange, Inc. (the
"New York Stock Exchange") and the Pacific Stock Exchange, Inc. (the
"Pacific Stock Exchange"). In addition, reports, proxy statements and
other information concerning the Company can be inspected at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005 and
at the offices of the Pacific Stock Exchange, 301 Pine Street, San
Francisco, California 94104. Such material may also be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov.
This Prospectus constitutes a part of a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") filed with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"). This Prospectus omits
certain of the information set forth in such Registration Statement in
accordance with the rules and regulations of the Commission. Reference is
hereby made to such Registration Statement and to the exhibits relating
thereto for further information with respect to the Operating Partnership
and the Debt Securities. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and in each
instance reference is made to the copy of such document filed as an exhibit
to the Registration Statement or otherwise filed with the Commission for a
more complete description of the matter involved. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed with the Commission, are
hereby incorporated by reference:
1. Registration Statement on Form 10 of the Operating Partnership dated
May 15, 1997;
2. Quarterly Report on Form 10-Q of the Operating Partnership for the
quarter ended March 31, 1997;
3. Current report on Form 8-K of the Operating Partnership filed on
July 15, 1997, as amended by the Current Report on Form 8-K/A of the
Operating Partnership filed on July 23, 1997; and
4. Current Report on Form 8-K of the Operating Partnership filed
on July 16, 1997.
All documents filed by the Operating Partnership after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the termination of the offering of the Debt Securities
offered hereby, shall be deemed to be incorporated herein by reference and
to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein
(or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein) modifies or supersedes such statement.
Any statements so modified or superseded shall be deemed to constitute a
part of this Prospectus, except as so modified or superseded.
The Operating Partnership will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is
delivered, upon written or oral request of such person, a copy of any or
all of the documents referred to above which have been or may be
incorporated by reference in this Prospectus (other than certain exhibits
to such documents). Requests for such documents should be directed to
Irvine Apartment Communities, L.P., 550 Newport Center Drive, Suite 300,
Newport Beach, California 92660, Attention: Investor Relations (Telephone:
(714) 720-5500).
THE OPERATING PARTNERSHIP
The Operating Partnership is engaged in the development and operation of
multifamily rental apartment communities on the Irvine Ranch in Orange
County, California and, beginning in 1997, in other locations in
California. The Operating Partnership's management and operating decisions
are under the unilateral control of Irvine Apartment Communities, Inc., a
Maryland corporation (the "Company"), a self-administered equity real
estate investment trust. The Operating Partnership and the Company were
formed in December 1993 to continue and expand the apartment community
business of The Irvine Company, a real estate and community development
company. At March 31, 1997 the Company had a 45.1% general partnership
interest in the Operating Partnership and was its sole managing general
partner. At such date, the limited partners of the Operating Partnership
had a 54.9% interest in the Operating Partnership, with The Irvine Company
and certain of its affiliates owning a 54.7% limited partnership interest
in the Operating Partnership.
At March 31, 1997, the Operating Partnership owned and operated 13,843
units in 53 apartment communities on the Irvine Ranch. Within its
portfolio of properties stabilized for more than two years are 43 apartment
communities. These properties had an average physical occupancy of 95.1%
for the quarter ended March 31, 1997. Within its portfolio of properties
stabilized for less than two years are 5 apartment communities. These
properties had an average physical occupancy of 94.0% for the quarter ended
March 31, 1997. The Company also had 1,295 units in 5 additional apartment
communities under construction or lease-up, with 302 units completed at
March 31, 1997 (together with completed communities, the "Properties").
Additionally, as described below, the Company recently acquired an
apartment community development site located in Northern California's
Silicon Valley and an apartment community in Northern San Diego County.
All of the Properties, excluding these two sites, are located on the Irvine
Ranch. Through July 2020, the Operating Partnership holds the
exclusive right, but not the obligation, to acquire land from The Irvine
Company for development of additional apartment communities on the Irvine
Ranch. The developed portion of the Irvine Ranch, which borders
approximately six miles of the Pacific Ocean, includes significant parts of
the cities of Irvine, Newport Beach and Tustin. The Irvine Ranch has been
developed over the past 30 years in accordance with an original master plan
and is now one of the major commercial, industrial, retail and residential
centers in Southern California.
The Operating Partnership has recently commenced an "off-Ranch" expansion
program. In February 1997, the Operating Partnership acquired rights to
purchase three apartment community development sites located in Northern
California's Silicon Valley. The Operating Partnership has excercised its
right with respect to one of these sites and began construction in May
1997. On June 30, 1997, the Operating Partnership purchased, for
approximately $127 million in cash, The Villas of Renaissance, a 923-unit
apartment community in La Jolla, California, just north of San Diego. The
Operating Partnership's intent is to create new market positions in the
Silicon Valley and Northern San Diego County, which possess strong rental
demographics and economic growth prospects similar to those on the Irvine
Ranch.
On June 27, 1997, the Operating Partnership entered into a new $250
million three-year revolving line of credit which replaced its former line
of credit, due to expire in December 1997. The interest rate payable on
outstanding borrowings and fees are lower under the new line of credit than
under the prior facility. The Operating Partnership used borrowings under
the new line of credit to finance the La Jolla acquisition referred to
above and in the future intends to use the new line of credit for its
ongoing rental property development program, for potential acquisitions,
and for general working capital needs. The new line of credit is
guaranteed by the Company.
The Operating Partnership is a Delaware limited partnership formed in
1993. The Operating Partnership's executive offices are located at 550 Newport
Center Drive, Newport Beach, California 92660, telephone number: (714)
720-5500.
USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus Supplement,
proceeds from the sale of the Debt Securities will be used by the Operating
Partnership for general corporate purposes, including the repayment of
existing indebtedness, ongoing development activities and acquisitions of
additional properties. Proceeds from the sale of Debt Securities initially
may be temporarily invested in short-term securities.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the consolidated ratios of earnings to fixed
charges for the Operating Partnership.
<TABLE>
<CAPTION>
Quarter Ended March 31, Year Ended December 31,
----------------------- ------------------------------------
1997 1996 1996 1995 1994 1993 1992
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges. 2.44x 1.86x 2.07x 1.44x 1.25x .99x .96x
</TABLE>
For the purpose of calculating the ratio of earnings to fixed charges,
earnings consist of net earnings before income taxes, extraordinary items
and fixed charges. Fixed charges consist of interest expense, capitalized
interest and amortization of deferred financing costs.
Prior to completion of the Company's initial public offering in December
1993, the predecessor of the Company and the Operating Partnership operated
in a highly leveraged manner. As a result, although the Company, the
Operating Partnership and the predecessor have historically generated
positive net cash flow, the financial statements of the predecessor show
net losses for the periods prior to December 8, 1993. Consequently, the
computation of the ratio of earnings to fixed charges for such periods
indicate that earnings were inadequate to cover fixed charges by
approximately $0.6 million and $2.2 million for the years ended December
31, 1993 and 1992, respectively.
DESCRIPTION OF THE DEBT SECURITIES
The following sets forth certain general terms and provisions of the
indenture under which the Debt Securities are to be issued (the "Indenture").
The particular terms of the Debt Securities will be set forth in a Prospectus
Supplement relating to such Debt Securities.
The Debt Securities will represent senior, unsecured, general obligations
of the Operating Partnership, unless otherwise provided in the Prospectus
Supplement. As indicated in the applicable Prospectus Supplement, the Debt
Securities will be senior debt, senior to all future subordinated
indebtedness of the Operating Partnership and pari passu with other current
and future unsecured, unsubordinated indebtedness of the Operating
Partnership. The Debt Securities will be issued under an indenture to be
executed by the Operating Partnership and a trustee (the "Trustee"). The
Indenture will be in the form that has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part, subject to such
amendments or supplements as are adopted from time to time (the
"Indenture"). The following summary of certain provisions of the Indenture
does not purport to be complete and is subject to, and qualified in its
entirety by reference to, all the provisions of the Indenture, including
the definitions therein of certain terms. Wherever particular sections or
defined terms of the Indenture are referred to, it is intended that such
sections or defined terms shall be incorporated herein by reference.
General
The Indenture will not limit the amount of Debt Securities which may be
issued thereunder. Reference is made to the Prospectus Supplement for the
following terms of the Debt Securities offered pursuant thereto: (i)
designation, aggregate principal amount, purchase price and denomination;
(ii) the date of maturity; (iii) interest rate or rates (or method by
which such rate will be determined), if any; (iv) the dates on which any
such interest will be payable; (v) the place or places where the principal
of and interest, if any, on the Debt Securities will be payable; (vi) any
redemption or sinking fund provisions; (vii) if other than the principal
amount thereof, the portion of the principal amount of the Debt Securities
which will be payable upon declaration of acceleration of the maturity
thereof or provable in bankruptcy; (viii) whether the Debt Securities will
be issued in global form or bearer form or as uncertificated securities;
(ix) any Events of Default in addition to or in lieu of those described
herein and remedies therefor; (x) any trustees, authenticating or paying
agents, transfer agents or registrars or any other agents with respect to
the Debt Securities; (xi) listing (if any) on a securities exchange;
(xii) whether such Debt Securities will be certificated or in book-entry
form; and (xiii) any other specific terms of the Debt Securities, including
any additional events of default or covenants provided for with respect to
the Debt Securities, and any terms which may be required by or advisable
under United States laws or regulations.
Debt Securities may be presented for exchange or transfer in the manner, at
the places and subject to the restrictions set forth in the Debt Securities
and the Prospectus Supplement. Such services will be provided without
charge, other than any tax or other governmental charge payable in
connection therewith, but subject to the limitations provided in the
Indentures.
Debt Securities will bear interest at a fixed rate or a floating rate.
Debt Securities bearing no interest or interest at a rate which, at the
time of issuance, is below the prevailing market rate, will be sold at a
discount below its stated principal amount. Special United States federal
income tax considerations applicable to any such discounted Debt Securities
or to any Debt Securities issued at par which is treated as having been
issued at a discount for United States income tax purposes will be
described in the relevant Prospectus Supplement.
Unless otherwise specified in a Prospectus Supplement, the Indentures
will not contain any covenant or other specific provision affording protection
to Holders of the Debt Securities in the event of a highly leveraged
transaction or a change in control of the Operating Partnership or the
Company, except to the limited extent described under "Consolidation,
Merger and Sale of Assets."
Modification and Waiver
The Indenture will provide that modifications and amendments thereto may
be made by the Operating Partnership and the Trustee, with the consent of the
Holders of a majority in aggregate principal amount of the outstanding Debt
Securities issued under the Indenture which are affected by the
modification or amendment voting as one class; provided that no such
modification or amendment may, without the consent of the Holder of each
such Debt Security affected thereby, among other things: (a) extend the
final maturity of such Debt Securities, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption thereof, or reduce the
amount of the principal of Debt Securities issued with original issue
discount that would be due and payable upon an acceleration of the maturity
thereof or the amount thereof provable in bankruptcy, or extend the time or
reduce the amount of any payment to any sinking fund or analogous
obligation relating to such Debt Securities, or impair or affect the right
of any Holder of Debt Securities to institute suit for the payment thereof
or, if such Debt Securities provide therefor, any right of repayment at the
option of the Holder, (b) reduce the aforesaid percentage of such Debt
Securities of any series, the consent of the Holders of which is required
for any such supplemental indenture, or (c) reduce the percentage of such
Debt Securities of any series necessary to consent to waive any past
default under the Indenture to less than a majority, or (d) modify any of
the provisions of the sections of the Indenture relating to supplemental
indentures with the consent of the Holders, except to increase any such
percentage or to provide that certain other provisions of the Indenture
cannot be modified or waived without the consent of each Holder affected
thereby, provided, however, that this clause shall not be deemed to require
the consent of any Holder with respect to changes in the references to "the
Trustee" and concomitant changes in such section or the deletion of this
proviso. (Indenture Section 7.02)
The Indenture will provide that a supplemental indenture which changes or
eliminates any covenant or other provision of the Indenture which has
expressly been included solely for the benefit of one or more particular
series of Debt Securities, or which modifies the rights of the Holders of
such series with respect to such covenant or other provision, shall be
deemed not to affect the rights under the Indenture of the Holders of Debt
Securities of any other series. (Indenture Section 7.02)
The Indenture will provide that modifications and amendments of the
Indenture may be made by the Operating Partnership and the
Trustee, without the consent of the Holders of any series of Debt
Securities issued thereunder: (1) to secure any Debt Securities issued
thereunder; (2) to evidence the succession of another entity to the
Operating Partnership and the assumption by any such successor of the
covenants, agreements and obligations of the Operating Partnership, in the
Indenture and in the Debt Securities issued thereunder; (3) to add to the
covenants, restrictions, conditions or provisions for the protection of the
Holder of the Operating Partnership or to add any additional events of
default; (4) to cure any ambiguity, to correct or supplement any provision
in the Indenture that may be inconsistent with any other provision of the
Indenture or to make any other provisions with respect to matters or
questions arising under the Indenture, provided that such action shall not
adversely affect the interests of the Holders of any series of Debt
Securities issued thereunder in any material respect; (5) to establish the
form and terms of Debt Securities issued thereunder; (6) to evidence and
provide for a successor trustee under the Indenture with respect to one or
more series of Debt Securities issued thereunder or to provide for or
facilitate the administration of the trusts under the Indenture by more
than one trustee; (7) to permit or facilitate the issuance of Debt
Securities in global form or bearer form or to provide for uncertificated
Debt Securities to be issued thereunder; (8) to change or eliminate any
provision of the Indenture, provided that any such change or elimination
shall become effective only when there are no Debt Securities outstanding
of any series created prior to the execution of such supplemental indenture
which are entitled to the benefit of such provision; or (9) to amend or
supplement any provision contained in the Indenture, which was required to
be contained in the Indenture in order for the Indenture to be qualified
under the Trust Indenture Act of 1939, if the Trust Indenture Act of 1939
or regulations thereunder change what is so required to be included in
qualified indentures, in any manner not inconsistent with what then may be
required for such qualification. (Indenture Section 7.01)
Events of Default
The following will be events of default under the Indenture with respect
to each series of Debt Securities issued thereunder: (a) failure to pay
principal (or premium, if any) on such series of the Debt Securities
outstanding under the Indenture when due; (b) failure to pay any interest
on such series of the Debt Securities outstanding under the Indenture when
due, continued for 30 days; (c) default in the payment, if any, of any
sinking fund installment when due, payable by the terms of such series of
Debt Securities; (d) failure to perform any other covenant or warranty of
the Operating Partnership contained in the Indenture or such Debt
Securities continued for 60 days after written notice specifying such default
or breach; (e) certain events of bankruptcy, insolvency or reorganization
of the Operating Partnership and (f) any other event of default provided in
the supplemental indenture or resolution of the Board of Directors under
which such Debt Securities are issued. In case an event of default
described in (a), (b) or (c) above shall occur and be continuing with
respect to any series of such Debt Securities, the Trustee or the Holders
of not less than 25% in aggregate principal amount of the Debt Securities
of such series and the interest accrued thereon then outstanding (each such
series acting as a separate class) may declare the principal (or, in the case
of discounted Debt Securities, the amount specified in the terms thereof) of
such series to be due and payable immediately. In case an event of default
described in (d) or (f) above shall occur and be continuing, the Trustee or
the Holders of not less than 25% in aggregate principal amount of all Debt
Securities of each affected series then outstanding under the Indenture
(treated as one class) may declare the principal (or, in the case of
discounted Debt Securities, the amount specified in the terms thereof) of
all Debt Securities of all such series to be due and payable. If an event
of default described in (e) above shall occur and be continuing then the
principal amount (or, in the case of discounted Debt Securities, the amount
specified in the terms thereof) of all the Debt Securities outstanding
shall be and become due and payable immediately, without notice or other
action by any Holder or the Trustee, to the full extent permitted by law.
Any event of default with respect to particular series of Debt Securities
under the Indenture may be waived by the Holders of a majority in aggregate
principal amount of the outstanding Debt Securities of such series (voting
as a class), except in each case a failure to pay principal of or premium,
if any, or interest on such Debt Securities or a default in respect of a
covenant or provision which cannot be modified or amended without the
consent of each Holder affected thereby. (Indenture Sections 4.01, 4.10)
The Indenture will provide that the Trustee may withhold notice
to the Holders of any default with respect to any series of Debt Securities
(except in payment of principal of or interest or premium on, or sinking
fund payment in respect of, the Debt Securities) if the Trustee considers it
in the interest of Holders to do so. (Indenture Section 4.11)
The Operating Partnership will be required to furnish to the Trustee
annually a statement as to its compliance with all conditions and covenants
in the Indenture. (Indenture Section 3.05)
The Indenture will contain a provision entitling the Trustee to be
indemnified by the Holders before proceeding to exercise any trust or power
under the Indenture at the request of such Holders (Indenture Section 5.02).
The Indenture will provide that the Holders of a majority in aggregate
principal amount of the then outstanding Debt Securities of any series may
direct the time, method and place of conducting any proceedings for any
remedy available to the Trustee or of exercising any trust or power
conferred upon the Trustee with respect to the Debt Securities
of such series, provided, however, that the Trustee may decline to follow
any such direction if, among other reasons, the Trustee, determines in good
faith that the actions or proceedings as directed may not lawfully be
taken, would involve the Trustee in personal liability or would be unduly
prejudicial to the Holders of the Debt Securities of such series not
joining in such direction (Indenture Section 4.09). The right of a Holder
to institute a proceeding with respect to the Indenture will be subject to
certain conditions precedent including, without limitation, that the
Holders of not less than 25% in aggregate principal amount of the Debt
Securities of such series then outstanding under the Indenture make a
written request upon the Trustee to exercise its powers under the
Indenture, indemnify the Trustee and afford the Trustee reasonable
opportunity to act, but the Holder has an absolute right to receipt of the
principal of, premium, if any, and interest when due on the Debt
Securities, to require conversion of Debt Securities if the Indenture
provides for convertibility at the option of the Holder and to institute
suit for the enforcement thereof (Indenture Sections 4.06, 4.07).
Consolidation, Merger and Sale of Assets
The Indenture will provide that the Operating Partnership may not
consolidate with, merge into or sell, convey or lease all or substantially
all of its assets to any Person unless the Operating Partnership is the
surviving entity or the successor Person is an entity organized under the
laws of any domestic jurisdiction and assumes the Operating Partnership's
obligations on the Debt Securities issued thereunder, and under the
Indenture, and after giving effect thereto no event of default, and no
event which, after notice or lapse of time or both, would become an event
of default shall have occurred and be continuing, and that certain other
conditions are met. (Indenture Sections 8.01, 8.02)
No Conversion Rights
The Debt Securities will not be convertible into or exchangeable for any
capital stock of the Company or equity interest in the Operating
Partnership.
Discharge, Defeasance and Covenant Defeasance
The Indenture will provide with respect to each series of Debt Securities
issued thereunder that the Operating Partnership may terminate its
obligations under such Debt Securities of a series and the Indenture with
respect to Debt Securities of such series if: (i) all Debt Securities of
such series previously authenticated and delivered, with certain
exceptions, have been delivered to the Trustee for cancellation and the
Operating Partnership has paid all sums payable by it under the Indenture;
or (ii) (A) the Debt Securities of such series mature within one year or
all of them are to be called for redemption within one year under
arrangements satisfactory to the Trustee for giving the notice of
redemption, (B) the Operating Partnership irrevocably deposits in trust
with the Trustee, as trust funds solely for the benefit of the Holders of
such Debt Securities, for that purpose, money or U.S. Government
Obligations or a combination thereof sufficient (unless such funds consist
solely of money, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee), without consideration of any reinvestment, to
pay principal of and interest on the Debt Securities of such series to
maturity or redemption, as the case may be, and to pay all other sums
payable by it under the Indenture, and (C) the Operating Partnership
delivers to the Trustee an officers' certificate and an opinion of counsel,
in each case stating that all conditions precedent provided for in the
Indenture relating to the satisfaction and discharge of the Indenture with
respect to the Debt Securities of such series have been complied with.
With respect to the foregoing clause (i), only the Operating Partnership's
obligations to compensate and indemnify the Trustee under the Indenture
shall survive. With respect to the foregoing clause (ii) only the
Operating Partnership's obligations to execute and deliver Debt Securities
of such series for authentication, to maintain an office or agency in
respect of the Debt Securities of such series, to have moneys held for
payment in trust, to register the transfer or exchange of Debt Securities
of such series, to deliver Debt Securities of such series for replacement
or to be canceled, to compensate and indemnify the Trustee and to appoint a
successor trustee, and its right to recover excess money held by the
Trustee shall survive until such Debt Securities are no longer outstanding.
Thereafter, only the Operating Partnership's obligations to compensate and
indemnify the Trustee, and its right to recover excess money held by the
Trustee shall survive. (Indenture Section 9.01)
The Indenture will provide that the Operating Partnership (i) will be
deemed to have paid and will be discharged from any and all obligations in
respect of the Debt Securities issued thereunder of any series, and the
provisions of the Indenture will, except as noted below, no longer be in
effect with respect to the Debt Securities of such series ("legal
defeasance") and (ii) may omit to comply with any term, provision, covenant
or condition of the Indenture, and such omission shall be deemed not to be
an Event of Default under clause (d) of the first paragraph of "--Events of
Default" with respect to the outstanding Debt Securities of such series
("covenant defeasance"); provided that the following conditions shall have
been satisfied: (A) the Operating Partnership has irrevocably deposited in
trust with the Trustee as trust funds solely for the benefit of the Holders
of the Debt Securities of such series, for payment of the principal of and
interest of the Debt Securities of such series, money or U.S. Government
Obligations or a combination thereof sufficient (unless such funds consist
solely of money, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee) without consideration of any reinvestment and
after payment of all federal, state and local taxes or other charges and
assessments in respect thereof payable by the Trustee, to pay and discharge
the principal of and accrued interest on the outstanding Debt Securities of
such series to maturity or earlier redemption (irrevocably provided for
under arrangements satisfactory to the Trustee), as the case may be; (B)
such deposit will not result in a breach or violation of, or constitute a
default under, the Indenture or any other material agreement or instrument
to which the Operating Partnership is a party or by which it is bound; (C)
no default with respect to such Debt Securities of such series shall have
occurred and be continuing on the date of such deposit; (D) the Operating
Partnership shall have delivered to the Trustee an opinion of counsel that
(1) the Holders of the Debt Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of the
Operating Partnership's exercise of its option under this provision of the
Indenture and will be subject to federal income tax on the same amount and
in the same manner and at the same times as would have been the case if
such deposit and defeasance had not occurred and (2) the Holders of the
Debt Securities of such series have a valid security interest in the trust
funds subject to no prior liens under the Uniform Commercial Code, and (E)
the Operating Partnership has delivered to the Trustee an officers'
certificate and an opinion of counsel, in each case stating that all
conditions precedent provided for in the Indenture relating to the
defeasance contemplated have been complied with. In the case of legal
defeasance under clause (i) above, the opinion of counsel referred to in
clause (D)(1) above may be replaced by a ruling directed to the Trustee
received from the Internal Revenue Service to the same effect. Subsequent
to a legal defeasance under clause (i) above, the Operating Partnership's
obligations to execute and deliver Debt Securities of such series for
authentication, to maintain an office or agency in respect of the Debt
Securities of such series, to have moneys held for payment in trust, to
register the transfer or exchange of Debt Securities of such series, to
deliver Debt Securities of such series for replacement or to be cancelled,
to compensate and indemnify the Trustee and to appoint a successor trustee,
and its right to recover excess money held by the Trustee shall survive
until such Debt Securities are no longer outstanding. After such Debt
Securities are no longer outstanding, in the case of legal defeasance under
clause (i) above, only the Operating Partnership's obligations to
compensate and indemnify the Trustee and its right to recover excess money
held by the Trustee shall survive. (Indenture Sections 9.02 and 9.03)
No recourse under or upon any obligation, covenant or agreement contained
in the Indenture, or in any Debt Security, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, as such or
against any past, present or future stockholder, officer or director, as
such, of the Operating Partnership or the Company or of any successor,
either directly or through the Operating Partnership or any successor,
under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liabilities being expressly waived and released by the
acceptance of the Debt Securities by the holders thereof and as part of the
consideration for the issue of the Debt Securities. (Indenture Section
10.01)
Applicable Law
The Indenture will provide that the Debt Securities and the Indenture
will be governed by and construed in accordance with the laws of the State
of New York. (Indenture Section 10.08)
PLAN OF DISTRIBUTION
The Debt Securities may be sold (i) through agents, (ii) through
underwriters, (iii) through dealers or (iv) directly to purchasers (through
a specific bidding or auction process or otherwise). The distribution of
Debt Securities may be effected from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices relating to such
prevailing market prices or at negotiated prices.
Offers to purchase the Debt Securities may be solicited by agents
designated by the Operating Partnership from time to time. Any such agent
involved in the offer or sale of the Debt Securities will be named, and any
commissions payable by the Operating Partnership to such agent will be set
forth in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts
basis for the period of its appointment. Any such agent may be deemed to
be an underwriter, as that term is defined in the Securities Act, of the
Debt Securities so offered and sold.
If an underwriter or underwriters are utilized in the sale of Debt
Securities, the Operating Partnership will execute an underwriting
agreement with such underwriter or underwriters at the time an agreement
for such sale is reached, and the names of the specific managing
underwriter or underwriters, as well as any other underwriters, and the
terms of the transactions, including compensation of the underwriters and
dealers, if any, will be set forth in the Prospectus Supplement, which will
be used by the underwriters to make resales of the Debt Securities.
If a dealer is utilized in the sale of the Debt Securities, the Operating
Partnership will sell such Debt Securities to the dealer, as principal.
The dealer may then resell such Debt Securities to the public at varying
prices to be determined by such dealer at the time of resale. The name of
the dealer and the terms of the transactions will be set forth in the
Prospectus Supplement relating thereto.
Offers to purchase the Debt Securities may be solicited directly by the
Operating Partnership and sales thereof may be made by the Operating
Partnership directly to institutional investors or others. The terms of
any such sales, including the terms of any bidding or auction process, if
utilized, will be described in the Prospectus Supplement relating thereto.
Agents, underwriters and dealers may be entitled under agreements which may
be entered into with the Operating Partnership to indemnification by the
Operating Partnership against certain liabilities, including liabilities
under the Securities Act, and any such agents, underwriters or dealers, or
their affiliates may be customers of, engage in transactions with or
perform services for the Operating Partnership in the ordinary course of
business.
If so indicated in the Prospectus Supplement, the Operating Partnership
will authorize agents and underwriters to solicit offers by certain
institutions to purchase Debt Securities from the Operating Partnership at
the public offering price set forth in the Prospectus Supplement pursuant
to Delayed Delivery Contracts ("Contracts") providing for payment and
delivery on the date stated in the Prospectus Supplement. Such Contracts
will be subject to only those conditions set forth in the Prospectus
Supplement. A commission indicated in the Prospectus Supplement will be
paid to underwriters and agents soliciting purchases of Debt Securities
pursuant to Contracts accepted by the Operating Partnership.
In connection with an offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Debt Securities or other securities of the Operating Partnership or the
Company. Specifically, the Underwriters may overallot such offering,
creating a syndicate short position. In addition, the Underwriters may bid
for, and purchase, the Debt Securities in the open market to cover
syndicate shorts or to stabilize the price of the Debt Securities.
Finally, the underwriting syndicate may reclaim selling concessions allowed
for distributing the Debt Securities in such offering, if the syndicate
repurchases previously distributed Debt Securities in syndicate covering
transactions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of the Debt
Securities above independent market levels. The Underwriters are not
required to engage in these activities, and may end any of these activities
at any time.
EXPERTS
The consolidated financial statements of the Operating Partnership
included in the Registration Statement on Form 10 of the Operating
Partnership have been audited by Ernst & Young LLP, independent auditors,
as stated in their report dated January 31, 1997 and are incorporated
herein by reference in reliance upon the report of such firm, which report
is given upon their authority as experts in accounting and auditing.
The statement of revenues and certain operating expenses of
Renaissance Villas for the year ended December 31, 1996 incorporated in
this Prospectus by reference from in the Operating Partnership's Current
Report on Form 8-K/A dated July 22, 1997 has been audited by Deloitte &
Touche LLP, independent accountants, as stated in their report, which is
incorporated herein by reference and has been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
Any financial statements and schedules hereafter incorporated by
reference in the registration statement of which this prospectus is a part
that have been audited and are the subject of a report by independent
auditors will be incorporated herein by reference in reliance upon such
reports and upon the authority of such firms as experts in accounting and
auditing to the extent covered by consents filed with the Commission.
LEGAL MATTERS
The validity of the Debt Securities offered hereby will be passed upon for
the Operating Partnership by Davis Polk & Wardwell, New York, New York.
Davis Polk & Wardwell will rely as to matters of Maryland law on Piper &
Marbury L.L.P., Baltimore, Maryland.
==============================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration fee........................... $ 106,061
Trustees' fees............................. 10,000
Printing and engraving expenses............ 100,000
Legal fees and expenses.................... 150,000
Accounting fees and expenses............... 75,000
Miscellaneous.............................. 68,939
--------
Total................................... $ 510,000
========
All amounts estimated except for registration fees.
Item 15. Indemnification of Directors and Officers.
The Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement") of the Operating Partnership dated as of December
1, 1993, as amended, contains provisions indemnifying the Company and the
Company's officers and directors against certain liabilities. The
Partnership Agreement provides for indemnification of the Company and the
Company's officers and directors to the fullest extent permitted by law;
provided that no indemnification shall be provided (i) for willful
misconduct or a knowing violation of the law or (ii) for any transaction
for which a party seeking indemnification received an improper personal
benefit in violation or breach of any provision of the Partnership
Agreement. Such indemnification includes the advance of expenses. Any
indemnification pursuant to the Partnership Agreement shall be made only
out of the assets of the Operating Partnership, and neither the Company nor
any limited partner of the Operating Partnership shall have any obligation
to contribute to the capital of the Operating Partnership or otherwise
provide funds to enable the Operating Partnership to fund its
indemnification obligations. The indemnification provided by the
Partnership Agreement shall be in addition to any other rights to which a
person may be entitled. Any amendment, modification or repeal of the
indemnification provisions of the Partnership Agreement shall be
prospective only, and shall not apply to or have any effect on any right to
indemnification provided thereunder with respect to acts or omissions
occurring prior to such amendment, modification or repeal.
In addition, the Company's officers and directors are indemnified under
Maryland law and the Company's Articles of Incorporation. Section 2-418 of
the Maryland General Corporation Law permits the indemnification of
directors, officers, employees and agents of Maryland corporations.
ARTICLE EIGHTH of the Company's Articles of Amendment and Restatement (the
"Articles") authorizes the indemnification of directors and officers to the
full extent required or permitted by the General Laws of the State of
Maryland, now or hereafter in force, whether such persons are serving the
Company or, at its request, any other entity, which indemnification shall
include the advance of expenses under the procedures and to the full extent
permitted by law. ARTICLE EIGHTH of the Articles further provides that the
foregoing rights of indemnification shall not be exclusive of any other
rights to which those seeking indemnification may be entitled and that no
amendment or repeal of ARTICLE EIGHTH shall apply to or have any effect on
any right to indemnification provided thereunder with respect to acts or
omissions occurring prior to such amendment or repeal. In addition, the
Company's officers and directors are covered by certain directors' and
officers' liability insurance policies maintained by the Company.
Reference is made to Section 2-418 of the Maryland General Corporation Law
and ARTICLE EIGHTH of the Articles which are incorporated herein by
reference.
Item 16. List of Exhibits and Exhibit Index
Exhibit 1.1 - Form of Underwriting Agreement (previously filed)
Exhibit 4.1 - Form of Indenture (previously filed)
Exhibit 5.1 - Opinion of Davis Polk & Wardwell as to the legality of Debt
Securities to be issued (previously filed)
Exhibit 12 - Statement re: Computation of Consolidated Ratio of Earnings to
Fixed Charges of the Operating Partnership (previously filed)
Exhibit 23.1 - Consent of Ernst & Young LLP (previously filed)
Exhibit 23.2 - Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
Exhibit 23.3 - Consent of Piper & Marbury L.L.P. (previously filed)
Exhibit 23.4 - Consent of Deloitte & Touche LLP
Exhibit 24 - Powers of Attorney (previously filed)
Exhibit 25 - Statement of Eligibility and Qualification of the Trustee
under the Trust Indenture Act (to be filed in accordance with
Section 305(b)(2) of the Trust Indenture Act of 1939)
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in this registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that the undertakings set forth in paragraph (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the provisions set forth or described in Item
15 of this Registration Statement, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person, in connection with the securities registered hereby,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned registrant hereby further undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with
the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Trust Indenture Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Post-Effective Amendment No. 1 to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Newport Beach, California, on the 23rd day of July, 1997.
IRVINE APARTMENT COMMUNITIES, L.P.
By: Irvine Apartment Communities,
Inc., its sole general partner
By: /s/ Shawn Howie
----------------------------
Shawn Howie
Vice President, Corporate Finance
and Controller
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the registration statement has been
signed by the following persons in the capacities as Directors and Officers
of Irvine Apartment Communities, Inc., the sole general partner of the
registrant, and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------- ---------------------------------------- -----------
<S> <C> <C>
* Chairman of the Board of Directors July 23, 1997
----------------------------
Donald Bren
* President and Chief Executive Officer July 23, 1997
---------------------------- and Director (principal Executive Officer)
William H. McFarland
* Director July 23, 1997
----------------------------
Anthony M. Frank
Director July 23, 1997
----------------------------
John F. Grundhofer
* Director July 23, 1997
----------------------------
Bowen H. McCoy
* Director July 23, 1997
----------------------------
Michael D. McKee
* Director July 23, 1997
----------------------------
Jack W. Peltason
* Director July 23, 1997
----------------------------
John F. Seymour, Jr.
* Senior Vice President, July 23, 1997
---------------------------- Chief Financial Officer and
James E. Mead
/s/ Shawn Howie Vice President, Corporate Finance and July 23, 1997
---------------------------- Controller (Principal Accounting Officer)
Shawn Howie
*Pursuant to the Power of Attorney previously filed with the Commission
/s/ Shawn Howie Attorney-in Fact July 23, 1997
----------------------------
Shawn Howie
</TABLE>
List of Exhibits
<TABLE>
<CAPTION>
Sequentially
No. Description Page
- ------- ------------------------------------------------------------- ------------
<S> <C> <C>
1.1 Form of Underwriting Agreement (previously filed)............
4.1 Form of Indenture (previously filed)........................
5.1 Opinion of Davis Polk & Wardwell as to the legality of
Debt Securities to be issued (previously filed)..............
12 Statement re: Computation of Consolidated Ratio of
Earnings to Fixed Charges (previously filed).................
23.1 Consent of Ernst & Young LLP.................................
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)...
23.3 Consent of Piper & Marbury L.L.P. (previously filed).........
24 Powers of Attorney (previously filed)........................
25 Statement of Eligibility and Qualification of Trustee
under the Trust Indenture Act (to be filed in accordance
with Section 305(b)(2) of the Trust Indenture Act of 1939)...
</TABLE>
Exhibit 23.4
IRVINE APARTMENT COMMUNITIES, L.P.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 333-27181 of Irvine Apartment
Communities, L.P. on Form S-3 for the registration of up to $350,000,000 of
debt securities of our reports dated June 18, 1997 on the statement of
revenues and certain operating expenses of Renaissance Villas for the year
ended December 31, 1996 appearing in the Current Report on Form 8-K/A of
Irvine Apartment Communities, L.P., dated July 22, 1997 and to the
reference to us under the heading "Experts" in the Prospectus, which is
part of such Post-Effective Amendment.
DELOITTE & TOUCHE
Los Angeles, California
July 22, 1997
