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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 28, 1996
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ROC Communities, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 001-12258 84-1226771
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6430 South Quebec Street, Englewood, Colorado 80111
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 741-3707
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Item 2: ACQUISITION OR DISPOSITION OF ASSETS
On June 28, 1996, ROC Communities, Inc. (the "Company") acquired two
manufactured home communities, Pine Lakes Ranch and Redwood Estates, containing
760 and 752 homesites, respectively, located in Thornton, Colorado. The
acquisition of Pine Lakes Ranch also included 55 acres of expansion property.
Prior to their acquisition, the communities had been managed by the Company for
a period of five years and were subject to purchase options in favor of the
Company which had been granted in connection with the closing of the Company's
initial public offering. At the time of their acquisition, the communities were
90% occupied. The aggregate purchase price paid for the two communities was
$25,500,000, of which $21,771,750 was paid in cash. The remaining $3,728,250
was paid in the form of 158,017 shares of the Company's non-voting redeemable
stock, par value $.01 per share (the "Non-Voting Stock"). The Company borrowed
the cash portion of the purchase price from its $50 million line of credit with
The First National Bank of Chicago (the "Line of Credit"). The two communities
were purchased from Redwood Partners Limited, a partnership having ROC GP Corp.
and CMH Parks, Inc., a wholly-owned subsidiary of Clayton Homes, Inc., as its
sole partners. The purchase price for each community was based upon a 9.5%
capitalization rate on the Company's projection of such community's net income
for the twelve months following the acquisition. ROC GP Corp. is a corporation
wholly-owned by Gary P. McDaniel, President and Chief Executive Officer of the
Company, James B. Grange, Executive Vice President and Chief Operating Officer
of the Company, and Rees F. Davis, Jr., Executive Vice President--Acquisition
and Sales of the Company. James L. Clayton, a director of the Company, owns an
approximate 30% equity interest in Clayton Homes, Inc. The acquisition of the
two communities was made upon the unanimous decision of the Company's
disinterested directors.
On July 11, 1996, the Company acquired a manufactured home community,
Foxhall Village, containing 315 homesites located in Raleigh, North Carolina.
At the time of its acquisition, the community was 98% occupied. The purchase
price paid for the community was $5,700,000, all of which was paid in cash. The
Company borrowed the purchase price from the Line of Credit. The Company
purchased the community from The Balcor Company pursuant to a purchase
agreement, the terms of which were determined through arms-length negotiations
between the parties.
With the acquisition of these three communities, the Company has acquired,
through the date of this report, six manufactured home communities, containing
an aggregate of 2,864 homesites, during 1996. The aggregate purchase price for
such communities was $45,425,000, of which $41,696,750 was paid in cash and
$3,728,250 was paid in the form of 158,017 shares of Non-Voting Stock.
Item 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS:
As of the date of this report, it is impracticable for the
Company to file the required financial statements with respect to
all six of the communities acquired during 1996. Accordingly,
such required financial statements will be filed as soon as they
are available, but in no event later than 60 days after the date
on which this report must be filed.
(b) PRO FORMA FINANCIAL INFORMATION:
As of the date of this report, it is impracticable for the
Company to file the required pro forma financial information with
respect to all six of the communities acquired during
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1996. Accordingly, such required pro forma financial information
will be filed as soon as it is available, but in no event later
than 60 days after the date on which this report must be filed.
(c) EXHIBITS:
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 11, 1996 ROC COMMUNITIES, INC.
By: /s/Gary P. McDaniel
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Gary P. McDaniel
President and Chief Executive Officer
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