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As filed with the Securities and Exchange Commission on September 15, 1999
Registration No. 333-27181
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Post-Effective Amendment No. 2
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 of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
550 Newport Center Drive, Suite 300,
Newport Beach, California 92660 (949) 720-5500
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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MICHAEL D. MCKEE
Vice Chairman, Chief Financial Officer and Secretary
IRVINE APARTMENT COMMUNITIES LLC
550 Newport Center Drive
Suite 300
Newport Beach, CA 92660
(949) 720-5500
- --------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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with a copy to:
J. JAY HERRON
O'MELVENY & MYERS LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660-6429
(949) 760-9600
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Approximate date of commencement of proposed sale to the public:
Completed.
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, 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 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 made pursuant to Rule 434,
please check the following box. [ ]
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EXPLANATORY NOTE
The Registrant hereby amends this Registration Statement (Registration
No. 333-27181) ("Registration Statement") to deregister and remove from
registration debt securities in an aggregate principal amount of up to
$250,000,000 previously registered under this Registration Statement and not
issued by the Registrant.
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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. 2 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Newport Beach,
California, on September 13, 1999.
IRVINE APARTMENT COMMUNITIES, L.P.
By: Irvine Apartment Communities LLC,
its sole general partner
By: /s/ Michael D. McKee
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Michael D. McKee
Vice Chairman, Chief Financial
Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the registration statement has been signed by
the following persons in the capacities as Directors and Officers of Irvine
Apartment Communities LLC, the sole general partner of the registrant, and on
the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Clarence Barker President and Chief Operating September 13, 1999
- --------------------------------- Officer (Principal Executive Officer)
Clarence Barker
/s/ David A. Patty Executive Vice President and September 13, 1999
- --------------------------------- Chief Administrative Officer
David A. Patty (Principal Financial Officer and
Principal Accounting Officer)
/s/ Richard F. Alden Director September 13, 1999
- ---------------------------------
Richard F. Alden
/s/ Donald Bren Director September 13, 1999
- ---------------------------------
Donald Bren
/s/ Gary H. Hunt Director September 13, 1999
- ---------------------------------
Gary H. Hunt
/s/ Michael D. McKee Director September 13, 1999
- ---------------------------------
Michael D. McKee
/s/ Donn B. Miller Director September 13, 1999
- ---------------------------------
Donn B. Miller
/s/ Thomas H. Nielsen Director September 13, 1999
- ---------------------------------
Thomas H. Nielsen
/s/ Richard G. Sim Director September 13, 1999
- ---------------------------------
Richard G. Sim
/s/ Peter V. Ueberroth Director September 13, 1999
- ---------------------------------
Peter V. Ueberroth
/s/ Raymond L. Watson Director September 13, 1999
- ---------------------------------
Raymond L. Watson
</TABLE>
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