UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1996
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Commission file number 1-12452
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AVALON PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
Maryland 06-1379111
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15 River Road, Wilton CT 06897
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 203-761-6500
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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Common Stock, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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(Title of Class)
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
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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 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.
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The aggregate market value of voting stock of the registrant held by
nonaffiliates of the registrant was approximately $943,979,517 as of
March 14, 1997.
The number of shares of the Registrant's Common Stock, par value $.01 per
share, outstanding as of March 14, 1997 was 33,528,672.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Registrant's Annual
Meeting of Stockholders to be held on May 6, 1997 are incorporated by
reference herein as portions of Part III of this Form 10-K.
Part III
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table presents certain information as to directors and
executive officers of the Company on March 15, 1997, based on representations
of officers and directors of the Company. All such information was provided by
the stockholders listed and reflects their beneficial ownership as of
March 15, 1997, unless otherwise noted.
<TABLE>
<CAPTION>
NO. OF SHARES
BENEFICIALLY PERCENT
NAME OWNED(1) OF CLASS
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<S> <C> <C>
Richard L. Michaux.............................. 684,964(2)(3)(5) 2.0%
Charles H. Berman............................... 499,713(2)(3)(6) 1.5%
Michael A. Futterman............................ 40,500(4)(7) *
Christopher B. Leinberger....................... 33,100(4) *
Richard W. Miller............................... 2,000 *
Allan D. Schuster............................... 35,500(4) *
Robert H. Slater................................ 162,637(2)(3)(8) *
Bryce Blair..................................... 141,396(2)(3) *
Thomas J. Sargeant.............................. 73,850(2)(3)(9) *
Jeffrey B. Albert............................... 85,711(2)(3) *
Samuel B. Fuller................................ 75,681(2)(3) *
Timothy J. Naughton............................. 68,331(2)(3) *
Leo S. Horey.................................... 29,362(2)(3) *
Alexander C. Twining............................ 6,725(2)(3) *
Gwyneth J. Cote................................. 28,612(2)(3) *
Jeffrey M. Roblyer.............................. 10,475(2)(3)(10) *
Lili F. Dunn.................................... 15,567(3) *
Stephen H. Dalton............................... 0 *
All directors and executive officers as a group
(18 persons)................................... 1,994,124 5.8%
</TABLE>
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* Less than one percent.
(1) Except as otherwise noted, each individual in the table above has sole
voting and investment power over the shares listed. Includes shares
subject to stock options presently exercisable or exercisable within 60
days as follows: Mr. Michaux, 150,000; Mr. Berman, 150,000; Mr.
Futterman, 28,000; Mr. Leinberger, 28,000; Mr. Schuster, 28,000; Mr.
Blair, 65,000; Mr. Slater, 65,000; Mr. Sargeant, 45,000; Mr. Albert,
40,000; Mr. Fuller, 40,000; Mr. Naughton, 35,000; Mr. Horey, 15,000; Ms.
Cote, 15,000; Mr. Roblyer, 6,000; Ms. Dunn, 11,667; and all executive
officers as a group, 637,667.
(2) Includes shares of restricted Common Stock that vested twenty percent
(20%) on February 3, 1996 and 1997 and will vest twenty percent (20%) on
each of the next three anniversaries of such date as follows: Mr.
Michaux, 21,250; Mr. Berman, 21,250; Mr. Blair, 11,050; Mr. Slater,
11,050; Mr. Sargeant, 6,375; Mr. Albert, 5,100; Mr. Fuller, 5,100; Mr.
Naughton, 4,250; Mr. Horey, 4,250; Mr. Twining, 2,125; Ms. Cote, 4,250
and Mr. Roblyer, 2,125.
(3) Includes shares of restricted Common Stock that vested twenty percent
(20%) on January 22, 1997 and will vest twenty percent (20%) on each of
the next four anniversaries of such date as follows: Mr. Michaux, 22,500;
Mr. Berman, 22,500; Mr. Blair, 11,960; Mr. Slater, 11,960; Mr. Sargeant,
9,075; Mr. Albert, 5,520; Mr. Fuller, 5,520; Mr. Naughton, 5,520; Mr.
Horey, 4,600; Mr. Twining, 4,600; Ms. Cote, 4,600; Ms. Dunn, 3,800 and
Mr. Roblyer, 2,300.
(4) Includes shares of restricted Common Stock that vested twenty percent
(20%) on July 3, 1996 and will vest twenty percent (20%) on each of the
next four anniversaries of such date as follows: Mr. Futterman, 2,500;
Mr. Leinberger, 2,500; and Mr. Schuster, 2,500.
(5) Voting and investment power shared with spouse (486,782 shares); sole
voting and investment power (45,353 shares). Includes 2,829 shares owned
by Mr. Michaux's spouse as to which Mr. Michaux has neither voting nor
investment power and disclaims beneficial ownership.
(6) Includes 1,800 shares held by Mr. Berman in trust for his minor children.
(7) Includes 10,000 shares held by Mr. Futterman's wife for which voting and
investment power is shared. Mr. Futterman disclaims beneficial ownership
of these shares.
(8) Includes 1,500 shares held by Mr. Slater's spouse for the benefit of
their minor children for which voting and investment power is shared.
(9) Voting and investment power shared with spouse (11,101 shares); sole
voting and investment power (14,189 shares). Includes 1,800 shares held
by Mr. Sargeant in a trust for his minor children. Also includes 1,760
shares owned by Mr. Sargeant's spouse for which he disclaims beneficial
ownership. Includes 10,000 shares of restricted Common Stock of which
3,300 shares vested on November 14, 1995, and 3,300 shares vested on
November 14, 1996. The remaining 3,400 shares vest on November 14, 1997.
(10) Includes 50 shares held by Mr. Roblyer's spouse.
The following table presents certain information about persons or entities
believed by the Company to own, directly or beneficially, more than five
percent of the Company's outstanding Common Stock on March 15, 1997. The
following information is based solely upon copies of filings on Schedule 13D
and Schedule 13G received by the Company pursuant to the rules of the SEC.
<TABLE>
<CAPTION>
NO. OF SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED OF CLASS
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<S> <C> <C>
Merrill Lynch & Co., Inc.(1).......................... 3,011,905 8.98%
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Cohen & Steers Capital Management, Inc.(2)............ 3,575,900 9.29%
757 Third Avenue
New York, New York 10017
LaSalle Advisors Limited Partnership(3)............... 2,127,128 6.34%
11 South LaSalle Street
Chicago, IL 60603
</TABLE>
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(1) Information reported is based upon a Schedule 13G filed with the SEC on
February 14, 1997 reporting beneficial ownership as of December 31, 1996.
The information reported includes 3,011,905 shares beneficially owned by
Merrill Lynch & Co., Inc. ("ML&Co."), of which 2,740,775 shares are
beneficially owned by Merrill Lynch Group, Inc., a wholly owned direct
subsidiary of ML&Co.; of such shares, 2,740,000 shares are beneficially
owned by Princeton Services, Inc. ("PSI"), a wholly owned subsidiary of
Merrill Lynch Group, Inc. ("ML Group"); of these shares, 2,040,000 shares
are beneficially owned by Merrill Lynch Asset Management, L.P., a Delaware
limited partnership and investment advisor under Section 203 of the
Investment Advisers Act of 1940; and 2,000,000 of such shares are
beneficially owned by Merrill Lynch Growth Fund for Investment &
Retirement, an investment company registered under Section 8 of the
Investment Company Act of 1940. The Schedule 13G also indicates that
ML&Co., PSI and ML Group disclaim beneficial ownership of all such shares.
(2) Information reported is based upon a Schedule 13G filed with the SEC on
January 28, 1997 reporting beneficial ownership as of December 31, 1996.
This Schedule 13G indicates that the reporting entity is an Investment
Advisor registered under Section 203 of the Investment Advisors Act of
1940. The Schedule 13G also indicates that the reporting entity has sole
dispositive power with respect to all of the shares reported and sole
voting power with respect to 3,116,000 of the shares reported.
(3) The information reported includes 1,181,628 shares beneficially owned by
LaSalle Advisors Limited Partnership ("LaSalle") and 945,500 shares
beneficially owned by ABKB/LaSalle Securities Limited Partnership
("ABKB/LaSalle"), a limited partnership controlled by LaSalle. Information
reported is based upon a Schedules 13G filed with the SEC on February 11,
1997 reporting beneficial ownership as of December 31, 1996. The Schedule
13G indicates that the reporting entities are Investment Advisors
registered under Section 203 of the Investment Advisers Act of 1940. The
Schedule 13G also indicates that LaSalle has sole dispositive and voting
power with respect to 594,950 shares, shared dispositive power with
respect to 586,678 shares and shared voting power with respect to 215,878
shares, while ABKB/LaSalle has sole dispositive and voting power with
respect to 247,400 shares, shared dispositive power with respect to
698,100 shares and shared voting power with respect to 590,005 shares. The
Schedule 13G also reports that William K. Morrill, Jr. and Keith R.
Pauley, employees of LaSalle and ABKB/LaSalle, may be deemed beneficial
owners of an aggregate of 2,127,128 shares as to which each has sole
dispositive and voting power with respect to 842,350 shares, shared
dispositive power with respect to 1,284,778 shares and shared voting power
with respect to 805,883 shares, and that each disclaims beneficial
ownership of all such shares.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized this 23rd day of May, 1997.
AVALON PROPERTIES, INC.
/S/ Thomas J. Sargeant
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Thomas J. Sargeant
Chief Financial Officer, Treasurer
and Secretary (Principal Accounting
and Financial Officer)
