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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Charles E. Smith Residential Realty L.P.
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(Name of Issuer)
Class A Common 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 2, 2000
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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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CUSIP No. N/A 13D Page 2 of 8 Pages
(Amendment No. 2)
________________________________________________________________________________
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Charles E. Smith Residential Realty, Inc.
54-1681655
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland, USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
21,040,192
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
21,040,192
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,040,192
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.52%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer
This Amendment No. 2 to Schedule 13D (this "Statement") relating to
Class A common units of limited partnership interest ("Units") of Charles E.
Smith Residential Realty L.P., a Delaware limited partnership (the "Issuer") is
being filed to amend the Schedule 13D, as amended, which was originally filed on
January 29, 1999. 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 in
the Washington, D.C., Chicago, Boston, and southeast Florida metropolitan 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.
3
<PAGE>
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 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
4
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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 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,
21,040,192 Units of the Issuer, which represents approximately 60.52% of the
outstanding Units as of May 2, 2000. 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 21,040,192 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. Two of the
executive officers of the Reporting Person have effected acquisition
transactions 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
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<PAGE>
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.
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.
(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. (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. (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.
(Incorporated by reference to Exhibit
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10.71 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998 (File No.
1-13174)).
Exhibit VI Third Amendment to First Amended and Restated 1994
Employee Stock and Unit Option Plan of Charles E.
Smith Residential Realty, Inc. (Incorporated by
reference to Exhibit 10.73 to the Company's Annual
Report on Form 10-K for the year ended December
31, 1999 (File No. 1-13174)).
Exhibit VII Fourth Amendment to First Amended and Restated
1994 Employee Stock and Unit Option Plan of
Charles E. Smith Residential Realty, Inc.
(Incorporated by reference to Exhibit 10.75 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1999 (File No. 1-13174)).
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<PAGE>
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.
Dated: May 11, 2000
CHARLES E. SMITH RESIDENTIAL
REALTY, INC.
By: /s/ Ernest A. Gerardi, Jr.
--------------------------
Ernest A. Gerardi, Jr.
President
8
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APPENDIX I
Charles E. Smith Residential Realty, Inc.
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<TABLE>
<CAPTION>
Number of Units of Issuer
Beneficially Owned
------------------
Name of Director or Sole Shared
Executive Officer and Voting & Voting &
Business or Residential Principal Occupation, Name of Dispositive Dispositive
Address (1) Business and Address (1) Power Power (2)
----------- ------------------------ ----- ---------
<S> <C> <C> <C>
Robert H. Smith (3) Chairman of the Board of the 95,771 2,188,791
Reporting Person
Robert P. Kogod (3) Chairman of the Executive Committee of 62,392 2,178,591
the Board of the Reporting Person
Ernest A. Gerardi, Jr. President and Chief Executive Officer of 26,000 0
the Reporting Person
Wesley D. Minami Executive Vice President and Chief 4,500 0
Financial Officer of the Reporting
Person
John T. Gray Executive Vice President - Residential of 0 0
the Reporting Person
John W. Guinee Executive Vice President and 5,974 0
Chief Investment Officer
of the Reporting Person
Matthew B. McCormick Senior Vice President - Residential 1,996 0
Marketing of the Reporting Person
Robert D. Zimet Senior Vice President, General 3,452 0
Counsel and Secretary of the
Reporting Person
Alfred G. Neely President - Development Division of 0 0
the Reporting Person
Charles B. Gill (4) Consultant 0 0
R. Michael McCullough (5) Consultant 0 0
Mandell J. Ourisman (6) Chairman of Ourisman Automotive Group 110,519 0
L. Ronald Scheman (7) Shareholder, Greenberg Traurig 0 0
</TABLE>
(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) 226 Windward Way, Niceville, FL 32578.
(5) 7201 Armat Drive, Bethesda, MD 20817
(6) Ourisman Chevrolet, 4400 Branch Avenue, Marlow Heights, MD 20748.
(7) Greenberg Traurig, 800 Connecticut Avenue, N.W., Washington, D.C. 20036
<PAGE>
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:
Date Number of Shares
---- ----------------
3/6/00 334
3/8/00 28,344
3/9/00 150
3/13/00 10,000
3/16/00 2,514
3/20/00 1,650
3/22/00 1,500
3/23/00 250
3/28/00 80,739
3/29/00 43,091
3/30/00 4,334
3/31/00 7,000
4/4/00 7,958
4/6/00 1,334
4/7/00 718
4/11/00 2,967
4/12/00 9,817
4/13/00 984
4/14/00 667
4/17/00 667
4/24/00 4,484
4/28/00 9,500
5/2/00 9,385
