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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Charles E. Smith Residential Realty L.P.
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(Name of Issuer)
Class A Units of Limited Partnership Interest
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(Title of Class of Securities)
N/A
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(CUSIP Number)
Ernest A. Gerardi, Jr., 2345 Crystal Drive, Arlington, VA 22202, (703) 920-8500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 1, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page)
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SCHEDULE 13D
(Amendment No. 1)
CUSIP No. N/A
------------------
- --------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles E. Smith Residential Realty, Inc.
54-1681655
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland, USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 18,912,318
OWNED BY
EACH
REPORTING
PERSON WITH
----- --------------------------------------------------
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
18,912,318
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,912,318
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59%
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14 TYPE OF REPORTING PERSON
CO
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Item 1. SECURITY AND ISSUER
This Amendment No. 1 to the statement on Schedule 13D (this
"Statement") relates to Class A common units of limited partnership interest
("Units") of Charles E. Smith Residential Realty L.P., a Delaware limited
partnership (the "Issuer"). The principal executive offices of the Issuer are
located at 2345 Crystal Drive, Arlington, Virginia 22202.
Item 2. IDENTITY AND BACKGROUND
This Statement is being filed by Charles E. Smith Residential Realty, Inc.
(the "Reporting Person"), a Maryland corporation which is a self-managed equity
real estate investment trust ("REIT"). The principal business of the Reporting
Person is to serve as the sole general partner of the Issuer. The Reporting
Person was organized in 1993 and commenced operations on June 30, 1994, upon
completion of its initial public offering ("IPO").
The Issuer and the Reporting Person are engaged primarily in the
acquisition, development, management and operation of multifamily properties
primarily in the Washington, D.C. metropolitan area and certain other targeted
urban areas. The business address of the Reporting Person is 2345 Crystal Drive,
Arlington, Virginia 22202. During the last five years, the Reporting Person has
not been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Set forth in Appendix I of this Statement and incorporated herein by
reference is a list containing the name, business name and address and present
principal occupation of all directors and executive officers of the Reporting
Person. None of the directors and executive officers of the Reporting Person
have, during the past five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding were or are subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. All of the directors and executive officers of the
Reporting Person are citizens of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In connection with the Reporting Person's formation and the IPO, the
Issuer was formed to acquire, in exchange for Units and other consideration,
direct and indirect interests in various real estate assets and related
businesses (the "Acquired Assets") from the Charles E. Smith Companies and
certain of its affiliates. The acquisition of the Acquired Assets and the
issuance of Units in
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exchange for such assets were consummated simultaneously with the Reporting
Person's IPO. As part of these transactions, the Reporting Person used the
proceeds of the sale of its shares of common stock, par value $.01 per share
(the "Smith Shares"), in the IPO to purchase an equal number of Units from the
Issuer and become the Issuer's general partner. Since the Reporting Person's
initial purchase of Units of the Issuer in 1994, the Reporting Person generally
has issued Smith Shares in exchange for Units either for redemption purposes or
for maintenance of economic parity between the Units and Smith Shares in
accordance with the Issuer's First Amended and Restated Agreement of Limited
Partnership, as amended (the "Partnership Agreement").
In order to ensure the economic equivalence of the Units and the Smith
Shares, the Partnership Agreement requires that any transaction by the Reporting
Person in Smith Shares automatically be matched by a simultaneous corresponding
opposite transaction in an equal number of Units. Accordingly, any issuance of
Smith Shares (e.g., upon the redemption of outstanding Units or offering of
Smith Shares to investors) must be matched by a concurrent acquisition of Units
by the Reporting Person. At its option, the Reporting Person, as the general
partner of the Issuer, may either redeem Units for an equal number of Smith
Shares and thus become the owner of such redeemed Units or it may deliver cash
to the redeeming unitholder in an amount equal to the market value of the Units
redeemed. Units issued at the time of the IPO became redeemable at the option of
the unitholders at any time beginning July 1, 1995. Since July 1, 1995, the
Reporting Person generally has opted to issue Smith Shares to redeeming
unitholders in exchange for their redeemed Units rather than deliver cash and
thus has received Units in most redemption transactions.
In addition, in order to ensure the economic equivalence of the Units and
the Smith Shares, the Reporting Person also has acquired additional Units as a
result of the issuance by the Reporting Person of additional Smith Shares
through underwritten public offerings, private placements, the conversion of
convertible securities and issuances under the Reporting Person's employee
benefit plans.
Item 4. PURPOSE OF TRANSACTION
As described in Item 3 above, the Reporting Person has acquired Units in
connection with (i) the Reporting Person's formation and IPO, (ii) the issuance
of Smith Shares upon the redemption of Units by unitholders, (iii) public and
private offerings of Smith Shares, and (iv) the issuance of Smith Shares upon
conversion and pursuant to the Reporting Person's employee benefit plans. The
Reporting Person likely will continue to acquire additional Units upon
redemption by unitholders or future issuances of Smith Shares and, thus,
anticipates that its ownership percentage of Units will increase over time. The
Reporting Person presently intends to issue additional Smith Shares as a result
of redemptions and/or issuances of Smith Shares (including conversions of its
preferred stock into Smith Shares), which would result in its receipt of a
corresponding number of additional Units of the Issuer to satisfy the parity
requirements of the Partnership Agreement.
The Reporting Person has no present plans or proposals that relate to or
would result in an extraordinary corporate transaction involving the Issuer or
any of its subsidiaries, a sale or transfer of any of the Issuer's assets, a
change in the present general partner or management of the Issuer, a
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change in the present capitalization or dividend policy of the Issuer, or any
other material change in the Issuer's business or corporate structure, changes
in the Issuer's Partnership Agreement or with respect to the delisting or
deregistration of any of the Issuer's securities.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns, in the aggregate, 18,912,318
Units of the Issuer, which represents approximately 59% of the outstanding Units
as of May 1, 1999. Information regarding the number and percentage of Units of
the Issuer beneficially owned by the directors and executive officers of the
Reporting Person is set forth in Appendix I.
(b) The Reporting Person has sole voting and dispositive power relating
to the 18,912,318 Units and no shared voting or dispositive power with respect
to such Units. Information regarding the sole voting and dispositive power
relating to Units beneficially owned by the directors and executive officers of
the Reporting Person is set forth in Appendix I.
(c) During the past sixty days, the Reporting Person effected the
transactions in Units of the Issuer as set forth in Appendix II. One of the
directors and one of the executive officers of the Reporting Person has effected
an acquisition transaction in the Units during the past sixty days. The
Reporting Person disclaims beneficial ownership of any Units beneficially owned
by its directors and executive officers.
(d) No person other than the Reporting Person has the right to receive
or the power to direct the receipt of distributions from or the proceeds from
the sale of the Units beneficially owned by the Reporting Person. No persons
other than the directors or executive officers of the Reporting Person have the
right to receive or the power to direct the receipt of distributions from or the
proceeds from the sale of the Units beneficially owned by such directors or
executive officers.
(e) N/A
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
In addition to the Partnership Agreement, as amended, the Reporting Person
has entered into the 1994 Employee Stock and Unit Option Plan, as amended, with
respect to the Units of the Issuer. Other than as set forth above, the Reporting
Person has entered into no other contracts, arrangements, understandings or
relationships (legal or otherwise) with respect to the Units of the Issuer.
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Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit
Number Description
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Exhibit I First Amended and Restated Agreement of Limited
Partnership of Charles E. Smith Residential Realty
L.P., as amended (Incorporated by reference to
Exhibit No. 4.1 of the Company's Annual Report
on Form 10-K for the year ended December 31,
1994 (File No. 1-13174)).
Exhibit II 1994 Employee Stock and Unit Option Plan of
Charles E. Smith Residential Realty, Inc. and
Charles E. Smith Residential Realty L.P., as
amended (Incorporated by reference to Exhibit 10.4
to the Company's registration statement on Form
S-11 (File No. 33-75288)).
Exhibit III First Amended and Restated 1994 Employee Stock and
Unit Option Plan of Charles E. Smith Residential
Realty, Inc. and Charles E. Smith Residential
Realty L.P., as amended (Incorporated by reference
to Exhibit 10.4 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994
(File No. 1-13174)).
Exhibit IV First Amendment to First Amended and Restated 1994
Employee Stock and Unit Option Plan of Charles E.
Smith Residential Realty, Inc. and Charles E.
Smith Residential Realty L.P., as amended
(Incorporated by reference to Exhibit 4.9 to the
Company's Registration Statement on Form S-8 (File
No. 333-67421)).
Exhibit V Second Amendment to First Amended and Restated
1994 Employee Stock and Unit Option Plan of
Charles E. Smith Residential Realty, Inc. and
Charles E. Smith Residential Realty L.P., as
amended (Incorporated by reference to Exhibit
10.71 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998 (File No.
1-13174)).
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
May 13, 1999
CHARLES E. SMITH RESIDENTIAL
REALTY, INC.
By: /s/ Ernest A. Gerardi, Jr.
-----------------------------------
Ernest A. Gerardi, Jr.
President
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APPENDIX I
CHARLES E. SMITH RESIDENTIAL REALTY, INC.
<TABLE>
<CAPTION>
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Name of Director or Principal Occupation, Name of Number of Units of Issuer
Executive Officer and Business and Address (1) Beneficially Owned
Business or Residential
Address (1)
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Sole Shared
Voting & Voting &
Dispositive Dispositive
Power Power(2)
- ------------------------ ---------------------------------------------- ----------- -------------
<S> <C> <C> <C>
Robert H. Smith (3) Co-Chief Executive Officer and Co-Chairman 95,771 2,188,791
of the Board of the Reporting Person
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Robert P. Kogod (3) Co-Chief Executive Officer and Co-Chairman 62,392 2,178,591
of the Board of the Reporting Person
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Ernest A. Gerardi, Jr. President and Chief Operating Officer of the 26,000 0
Reporting Person
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Wesley D. Minami Senior Vice President and Chief Financial 4,500 0
Officer of the Reporting Person
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John T. Gray Senior Vice President - Residential of the 0 0
Reporting Person
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John W. Guinee Senior Vice President and Chief Investment 12,823 0
Officer of the Reporting Person
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Matthew B. McCormick Senior Vice President - Residential Marketing 1,996 0
of the Reporting Person
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Robert D. Zimet Senior Vice President, General Counsel 3,452 0
and Secretary of the Reporting Person
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Alfred G. Neely Senior Vice President - 0 0
Development of the Reporting Person
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Fred J. Brinkman (4) Consultant 0 0
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Charles B. Gill (5) Consultant 0 0
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Mandell J. Ourisman (6) Chairman of Ourisman Automotive Group 110,519 0
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Mallory Walker (7) President and Chief Executive Officer of 0 0
Walker and Dunlop
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</TABLE>
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(1) The business address of each person listed is 2345 Crystal Drive, Arlington,
Virginia 22202, except as otherwise noted.
(2) Includes, where applicable, Units held by the listed person's spouse and/or
by corporations controlled by such person.
(3) Robert H. Smith shares voting and dispositive power with his spouse Clarice
R. Smith. Robert P. Kogod shares voting and dispositive power with his spouse
Arlene R. Kogod. No other directors or executive officers of the Reporting
Person share voting or dispositive power.
(4) Johnston, Lemon Company, Inc., 1101 Vermont Avenue, N.W., Washington,
D.C. 20005.
(5) 226 Windward Way, Niceville, FL 32578.
(6) Ourisman Chevrolet, 4400 Branch Avenue, Marlow Heights, MD 20748.
(7) Walker & Dunlop, 7500 Old Georgetown Road, Bethesda, MD 20814.
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APPENDIX II
Within the past 60 days, the Reporting Person acquired Units from
redeeming Unitholders in exchange for shares of its Common Stock, on a
one-for-one basis:
<TABLE>
<CAPTION>
Date Number of Shares
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<S> <C>
3/5/99 338,334
3/25/99 3,750
4/8/99 8,000
4/14/99 1,517
4/20/99 14,928
4/27 8,000
</TABLE>
