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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)
March 5, 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-1(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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CUSIP No. N/A SCHEDULE 13D
--------- (Amendment No. 1)
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification No. of Above
Persons
Robert H. Smith
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(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
USA
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Number of Shares (7) Sole Voting Power
Beneficially Owned 95,771
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
2,188,791
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(9) Sole Dispositive Power
95,771
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(10) Shared Dispositive Power
2,188,791
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,284,562
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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)
7.1%
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(14) Type of Reporting Person*
IN
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2
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CUSIP No. N/A SCHEDULE 13D
--------- (Amendment No. 1)
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification No. of Above
Persons
Robert P. Kogod
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group (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
USA
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Number of Shares (7) Sole Voting Power
Beneficially Owned 62,392
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
2,178,591
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(9) Sole Dispositive Power
62,392
--------------------------------------------------
(10) Shared Dispositive Power
2,178,591
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,240,983
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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)
7.0%
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(14) Type of Reporting Person
IN
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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 Robert H. Smith and Robert P. Kogod
(together, the "Reporting Persons"). The business address of each of the
Reporting Persons is 2345 Crystal Drive, Arlington, Virginia 22202.
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 each of the Reporting Persons. Neither of the Reporting
Persons has, 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. Each of the Reporting Persons is a citizen of the
United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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 exchange for such assets were consummated simultaneously
with the initial public offering ("IPO") of Charles E. Smith Residential Realty,
Inc., the general partner of the Issuer (the "General Partner").
In connection with the IPO of the General Partner and the formation of
the Issuer, the Reporting Persons received, directly or through affiliated
companies, an aggregate of 2,996,182 Units in exchange for contribution to the
Issuer of certain of their assets. These Units became eligible for redemption by
the holder into shares of common stock, par value of $.01 per share (the "Common
Stock") of the General Partner, on July 1, 1995. After this initial contribution
of assets to the Issuer, the Reporting Persons received an additional 65,237
Units from the Issuer on February 20, 1997 pursuant to two similar asset
contribution transactions. These Units became eligible for redemption into
shares of Common Stock beginning February 20, 1998. On March 5, 1999, the
Reporting Persons redeemed an aggregate of 333,334 Units, in which they had
shared voting and dispositive power and received in exchange an equal number of
shares of Common Stock of the General Partner. Immediately after the redemption,
the Reporting Persons donated the shares to a
4
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charitable foundation. On March 23, 1999, the Reporting Persons acquired in
exchange for their interest in connection with a real property transaction an
aggregate of 16,099 Units, which will become redeemable to shares of Common
Stock on March 23, 2000 (the "Renaissance Units"). On May 1, 1999, the Reporting
Persons disposed 79,905 Units, which were owned by a corporation controlled by
the Reporting Persons and their spouses. The disposition occurred in connection
with an ordinary business transaction. As of May 1, 1999, the Reporting Persons
beneficially owned an aggregate of 2,381,760 of which 2,365,661 Units are
eligible for redemption by the holder into Common Stock or cash, at the option
of the General Partner.
Item 4. PURPOSE OF TRANSACTION
As described in Item 3 above, the Reporting Persons acquired Units in
exchange for contribution of certain of their assets to the Issuer. The
Reporting Persons do not presently intend to contribute additional assets to the
Issuer in exchange for Units but such transactions may occur in the future.
The Reporting Persons have 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 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 Persons beneficially own an aggregate of 2,381,760
Units, which represent approximately 7.4% of the outstanding Units as of May 1,
1999. Information regarding the number and percentage of Units of the Issuer
beneficially owned by each of the Reporting Persons is set forth in Appendix I
(including Charles E. Smith Management, Inc. the record owner of 1,877,857
Units).
(b) Information regarding the sole and shared voting and sole and
shared dispositive power relating to Units beneficially owned by each of the
Reporting Persons is set forth in Appendix I.
(c) The Reporting Persons have effected two transactions in Units of
the Issuer during the past sixty days as set forth in Appendix II.
(d) No person other than each of the Reporting Persons has the right,
either directly or through wholly owned subsidiaries, 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 person.
(e) N/A
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The Reporting Persons are not currently parties to any contracts,
arrangements, understandings or relationships (legal or otherwise) among
themselves or with any other person with respect to any securities of the
Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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SIGNATURES
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
/s/ ROBERT H. SMITH
-------------------
Robert H. Smith
/s/ ROBERT P. KOGOD
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Robert P. Kogod
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APPENDIX I
<TABLE>
<CAPTION>
Name of Reporting Person Principal Occupation or Employment Number of Units of Issuer
and Business or Residential Owned by Reporting Persons
Address (1)
- --------------------------- ----------------------------
Sole Voting Shared
& Voting &
Dispositive Dispositive
Power Power (2)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert H. Smith Co-Chief Executive and Co-Chairman of the 95,771 2,188,791
Board of General Partner of Issuer
- ---------------------------- ------------------------------------------------ -------------- ---------------
Robert P. Kogod Co-Chief Executive and Co-Chairman of the 62,392 2,178,591
Board of General Partner of Issuer
- ---------------------------- ------------------------------------------------ -------------- ---------------
</TABLE>
- ----------
(1) The business address of each person listed is 2345 Crystal Drive, Arlington,
Virginia 22202.
(2) Includes, where applicable, Units held by the listed person's spouse and/or
by corporations controlled by such person (including Charles E. Smith
Management, Inc., the record owner of 1,877,857 Units).
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APPENDIX II
Within the past 60 pays, the Reporting Persons effected the following
dispositions of Units:
<TABLE>
<CAPTION>
DATE NUMBER OF UNITS
---- ---------------
<S> <C>
3/5/99 333,334
5/1/99 79,905
</TABLE>
