<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[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
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-11718
MANUFACTURED HOME COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 36-3857664
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
TWO NORTH RIVERSIDE PLAZA, SUITE 800, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
(312) 474-1122
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 Par Value The New York Stock Exchange
(Title of Class) (Name of exchange on which registered)
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. Yes[X] 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 the 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. [ ]
The aggregate market value of voting stock held by nonaffiliates was
approximately $619 million as of March 10, 1998 based upon the closing price of
$25.875 on such date using beneficial ownership of stock rules adopted pursuant
to Section 13 of the Securities Exchange Act of 1934 to exclude voting stock
owned by Directors and Officers, some of whom may not be held to be affiliates
upon judicial determination.
At March 10, 1998 24,915,399 shares of the Registrant's Common Stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III incorporates by reference the Registrant's Proxy Statement relating to
the Annual Meeting of Stockholders to be held May 12, 1998.
<PAGE> 2
MANUFACTURED HOME COMMUNITIES, INC.
On May 14, 1998, Manufactured Home Communities, Inc. (the "Company") hereby
amends its Annual Report on Form 10-K for the year ended December 31, 1997, to
include Restated Financial Data Schedules for the following periods as a result
of the Company's adoption of Statement of Financial Accounting Standards No.
128, "Earnings Per Share":
<TABLE>
<S> <C>
- Nine Months Ended September 30, 1997
- Six Months Ended June 30, 1997
- Three Months Ended March 31, 1997
- Year Ended December 31, 1996
- Nine Months Ended September 30, 1996
- Six Months Ended June 30, 1996
- Three Months Ended March 31, 1996
</TABLE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
(a) 3. Exhibits:
<S> <C>
2(a) Admission Agreement between Equity Financial and Management Co.,
Manufactured Home Communities, Inc. and MHC Operating Partnership
3.1(a) Articles of Incorporation of Manufactured Home Communities, Inc.
3.2(a) Articles of Amendment and Restatement of Manufactured Home
Communities, Inc.
3.3(a) Bylaws of Manufactured Home Communities, Inc.
4 Not applicable
9 Not applicable
10.1(a) Amended and Restated Agreement of Limited Partnership of MHC Operating
Limited Partnership
10.2(a) Agreement of Limited Partnership of MHC Financing Limited Partnership
10.3(a) Agreement of Limited Partnership of MHC Management Limited Partnership
10.4(a) Property Management and Leasing Agreement between MHC Financing Limited
Partnership and MHC Management Limited Partnership
10.5(a) Property Management and Leasing Agreement between MHC Operating Limited
Partnership and MHC Management Limited Partnership
10.6(a) Services Agreement between Realty Systems, Inc. and MHC Management
Limited Partnership
10.7(a) Rate Protection Agreement
10.8(a) Revolving Credit Note made by Realty Systems, Inc. to Equity Financial
and Management Co.
10.9(a) Assignment to MHC Operating Limited Partnership of Revolving Credit Note
made by Realty Systems, Inc. to Equity Financial and Management Co.
10.10(a) Stock Option Plan
10.11A(a) Indenture of Mortgage, Deed of Trust, Security Agreement, Financing
Statement, Fixture Filing and Assignment of Rents
10.11B(a) Promissory Note
10.11C(a) Assignment of Loan Documents
10.11D(a) Assignment of Leases, Rents and Security Deposits
10.11E(a) Swap Agreement Pledge and Security Agreement
10.11F(a) Cash Collateral Account Security, Pledge and Assignment Agreement
10.11G(a) Assignment of Property Management and Leasing Agreement
10.11H(a) Trust Agreement
10.12(a) Form of Noncompetition Agreement
10.13(a) Form of Noncompetition Agreement
10.13A(a) Form of Noncompetition Agreement
10.14(a) General Electric Credit Corporation Commitment Letter
10.15(a) Administrative Services Agreement between Realty Systems, Inc. and
Equity Group Investments, Inc.
10.16(a) Registration Rights and Lock-Up Agreement with the Company (the
Original Owners, EF&M, Directors, Officers and Employees)
10.17(a) Administrative Services Agreement between Manufactured Home
Communities, Inc. and Equity Group Investments, Inc.
10.18(a) Form of Subscription Agreement between the Company and certain officers
and other individuals dated March 3, 1993
10.19(a) Form of Secured Promissory Note payable to the Company by certain
officers dated March 3, 1993
</TABLE>
2
<PAGE> 3
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(CONTINUED)
<TABLE>
<CAPTION>
(a) 3. Exhibits (continued):
<S> <C>
10.20(a) Form of Pledge Agreement between the Company and certain officers dated
March 3, 1993
10.21(a) Loan and Security Agreement between Realty Systems, Inc. and MHC Operating
Limited Partnership
10.22(a) Equity and Registration Rights Agreement with the Company (the GM Trusts)
10.23(b) Agreement of Limited Partnership of MHC Lending Limited Partnership
10.23(c) Agreement of Limited Partnership of MHC-Bay Indies Financing Limited Partnership
10.24(c) Agreement of Limited Partnership of MHC-De Anza Financing Limited Partnership
10.25(c) Agreement of Limited Partnership of MHC-DAG Management Limited Partnership
10.26(d) Amendment No. 2 to MHC Operating Limited Partnership Amended and Restated
Partnership Agreement dated February 15, 1996
10.27(d) Form of Subscription Agreement between the Company and certain members of
management of the Company dated January 2, 1996
10.28(d) Form of Secured Promissory Note payable to the Company by certain members
of management of the Company dated January 2, 1996
10.29(d) Form of Pledge Agreement between the Company and certain members of
management of the Company dated January 2, 1996
10.30(e) Second Amended and Restated MHC Operating Limited Partnership Agreement
of Limited Partnership, dated as of March 15, 1996
10.31(f) Agreement of Limited Partnership of MHC Financing Limited Partnership Two
11 Not applicable
12(f) Computation of Ratio of Earnings to Fixed Charges
13 Not applicable
16 Not applicable
18 Not applicable
21(f) Subsidiaries of the registrant
22 Not applicable
23(f) Consent of Independent Auditors
23.1(f) Consent of Independent Auditors
24.1(f) Power of Attorney for John F. Podjasek, Jr. dated March 11, 1998
24.2(f) Power of Attorney for Michael A. Torres dated March 11, 1998
24.3(f) Power of Attorney for Thomas E. Dobrowski dated March 6, 1998
24.4(f) Power of Attorney for Gary Waterman dated March 10, 1998
24.5(f) Power of Attorney for Donald S. Chisholm dated March 5, 1998
24.6(f) Power of Attorney for Louis H. Masotti dated March 11, 1998
27(f) Financial Data Schedule for the year ended December 31, 1997
27.1(g) Restated Financial Data Schedule for the nine months ended September 30, 1997
27.2(g) Restated Financial Data Schedule for the six months ended June 30, 1997
27.3(g) Restated Financial Data Schedule for the three months ended March 31, 1997
27.4(g) Restated Financial Data Schedule for the year ended December 31, 1996
27.5(g) Restated Financial Data Schedule for the nine months ended September 30, 1996
27.6(g) Restated Financial Data Schedule for the six months ended June 30, 1996
27.7(g) Restated Financial Data Schedule for the three months ended March 31, 1996
28 Not applicable
</TABLE>
___________________
(a) Included as an exhibit to the Company's Form S-11 Registration Statement,
File No. 33-55994, and incorporated herein by reference.
(b) Included as an exhibit to the Company's Report on Form 10-K dated December
31, 1993, and incorporated herein by reference.
(c) Included as an exhibit to the Company's Report on Form 10-K dated December
31, 1994, and incorporated herein by reference.
3
<PAGE> 4
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(CONTINUED)
(a) 3. Exhibits (continued):
(d) Included as an exhibit to the Company's Report on Form 10-Q for the quarter
ended March 31, 1996, and incorporated herein by reference.
(e) Included as an exhibit to the Company's Report on Form 10-Q for the quarter
ended June 30, 1996, and incorporated herein by reference.
(f) Previously filed as part of the Company's initial Annual Report on Form
10-K filed with the Commission on March 19, 1998.
(g) Filed herewith.
4
<PAGE> 5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
MANUFACTURED HOME COMMUNITIES, INC.,
a Maryland corporation
Date: May 14, 1998 By: /s/ Howard Walker
------------ ----------------------------------
Howard Walker
President and Chief Executive Officer
Date: May 14, 1998 By: /s/ Thomas P. Heneghan
------------ ----------------------------------
Thomas P. Heneghan
Executive Vice President, Treasurer
and Chief Financial Officer
Date: May 14, 1998 By: /s/Judy A. Pultorak
------------ ----------------------------------
Judy A. Pultorak
Principal Accounting Officer
5
<PAGE> 6
MANUFACTURED HOME COMMUNITIES, INC. - SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of the Registrant and in capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Howard Walker Chief Executive Officer and President
- ------------------------- *Attorney-in-Fact May 14, 1998
Howard Walker ----------------
/s/ Thomas P. Heneghan Executive Vice President, Treasurer
- ------------------------- and Chief Financial Officer
Thomas P. Heneghan *Attorney-in-Fact May 14, 1998
----------------
/s/ Samuel Zell Chairman of the Board
- ------------------------- May 14, 1998
Samuel Zell ----------------
/s/ Sheli Z. Rosenberg Director
- ------------------------- May 14, 1998
Sheli Z. Rosenberg ----------------
/s/ David A. Helfand Director
- ------------------------- May 14, 1998
David A. Helfand ----------------
* Donald S. Chisholm Director
- ------------------------- May 14, 1998
Donald S. Chisholm ----------------
* Thomas E. Dobrowski Director
- ------------------------- May 14, 1998
Thomas E. Dobrowski ----------------
* Louis H. Masotti Director
- ------------------------- May 14, 1998
Louis H. Masotti ----------------
* John F. Podjasek, Jr. Director
- ------------------------- May 14, 1998
John F. Podjasek, Jr. ----------------
* Michael A. Torres Director
- ------------------------- May 14, 1998
Michael A. Torres ----------------
* Gary L. Waterman Director
- ------------------------- May 14, 1998
Gary L. Waterman ----------------
6
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
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<NAME> MANUFACTURED HOME COMMUNITIES, INC.
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<RECEIVABLES> 745
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<CURRENT-ASSETS> 14,485
<PP&E> 760,688
<DEPRECIATION> (84,095)
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<CURRENT-LIABILITIES> 45,412
<BONDS> 0
0
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<OTHER-SE> 277,364
<TOTAL-LIABILITY-AND-EQUITY> 728,325
<SALES> 86,886
<TOTAL-REVENUES> 89,067
<CGS> 0
<TOTAL-COSTS> 33,153
<OTHER-EXPENSES> 3,241
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,573
<INCOME-PRETAX> 24,545
<INCOME-TAX> 0
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<DISCONTINUED> 0
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<CHANGES> 0
<NET-INCOME> 21,850
<EPS-PRIMARY> .88
<EPS-DILUTED> .88
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000895417
<NAME> MANUFACTURED HOME COMMUNITIES, INC.
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000895417
<NAME> MANUFACTURED HOME COMMUNITIES, INC.
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000895417
<NAME> MANUFACTURED HOME COMMUNITIES, INC.
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000895417
<NAME> MANUFACTURED HOME COMMUNITIES, INC.
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000895417
<NAME> MANUFACTURED HOME COMMUNITIES, INC.
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000895417
<NAME> MANUFACTURED HOME COMMUNITIES, INC.
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<CURRENCY> U.S. DOLLARS
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0
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