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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO._______)*
Associated Estates Realty Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Shares of Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
045604105
- --------------------------------------------------------------------------------
(CUSIP Number)
Morrison & Foerster LLP
555 West Fifth Street
35th Floor
Los Angeles, California 90013-1024
Attention: Samuel H. Gruenbaum
(213) 892-5200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 30, 1998
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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).
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POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS
A CURRENTLY VALID OMB CONTROL NUMBER.
CUSIP No. 045604105
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(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
MIG Residential REIT, Inc. No. 65-0498732
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(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [X]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS
(See Instructions) OO
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(5) CHECK 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
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(7) Sole Voting Power
Number of 5,139,387 shares
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 0 shares
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 5,139,387 shares
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(10) Shared Dispositive Power
0 shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,139,387 shares
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(12) Check if Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
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(13) Percent of Class Represented by Amount in Row (11)
22.7%
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(14) Type of Reporting Person (See Instructions)
CO
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
(a) Title of the class of equity securities: Common Stock, no par
value.
(b) Name of Issuer: Associated Estates Realty Corporation, an Ohio
corporation.
(c) Issuer's Principal Executive Office: 5025 Swetland Court, Richmond
Heights, Ohio 44143-1467.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by MIG Residential REIT, Inc., a Maryland
corporation (the "Company"). The Company is a real estate investment trust
which, through eight wholly-owned subsidiaries (the "Subsidiaries"), owned eight
multi-family apartment projects (the "Properties") that were sold to Associated
Estates Realty Corporation, an Ohio corporation ("AERC"), on June 30, 1998 in
consideration of approximately $108,500,000 in cash and common stock of AERC
pursuant to purchase agreements dated January 28, 1998. Approximately
$96,414,000 of the purchase price was paid in shares of AERC's no par value
common stock (the "AERC Common Stock").
The Subsidiaries consist of the following: (1) MIG Hampton Corporation,
a Maryland corporation; (2) MIG Peachtree Corporation, a Maryland corporation;
(3) MIG Desert Oasis Corporation, a California Corporation; (4) MIG Fleetwood
Ltd, a Texas limited partnership; (5) MIG 20th & Campbell Corporation, a Arizona
corporation; (6) MIG REIT/ Annen Woods, Inc., a Florida corporation; (7) MIG
REIT/ Morgan Place, Inc., a Florida corporation; and (8) MIG REIT Falls, L.C.C.,
a North Carolina limited liability company.
Under the Exchange Act, each of the Subsidiaries is deemed to be
controlled by the Company. The Company's principal business address and
principal office address is MIG Residential REIT, Inc., 250 Australian Avenue,
South, Suite 400, West Palm Beach, Florida 33401. During the past five years,
the Company has not been convicted in any criminal proceeding, nor has the
Company been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of AERC Common Stock covered by this Schedule 13D were issued
to the Subsidiaries in partial payment of the purchase price for the Properties.
Under the purchase agreements, a value of $18.76 per share (based on a trailing
average of the closing prices of AERC's Common Stock on the New York Stock
Exchange for a 20 day period preceding the June 30, 1998 closing), was used in
arriving at the number of shares issued on account of the stock portion of the
purchase price. The number of shares issued to each of the Subsidiaries was as
follows:
<TABLE>
<CAPTION>
VALUE OF SHARES
SUBSIDIARY PROPERTY # OF SHARES AT $18.76 PER SHARE
<S> <C> <C> <C>
MIG Desert Oasis Real property located in the City 657,275 $12,330,497
Corporation of Palm Desert, County of
Riverside, State of California,
commonly known as Desert Oasis
</TABLE>
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<TABLE>
<S> <C> <C> <C>
MIG Peachtree Real property located in the City 490,428 $9,200,448
Corporation of Chesterfield, County of St.
Louis, State of Missouri, commonly
known as Peachtree
MIG REIT/Annen Woods, Real property located in the City 460,093 $8,631,348
Inc. of Baltimore, County of Baltimore,
State of Maryland, commonly known
as Annen Woods
MIG Hampton Corporation Real property located in the 1,056,697 $19,823,645
County of Montgomery, State of
Maryland, commonly known as
Hampton Point
MIG REIT/Morgan Place, Real property located in the City 586,492 $11,002,597
Inc. of Atlanta, County of DeKalb,
State of Georgia, commonly known
as Morgan Place
MIG REIT Falls, L.L.C. Real property located in the City 889,850 $16,693,595
of Raleigh, County of Wake, State
of North Carolina, commonly known
as Windsor Falls
MIG 20th & Campbell Real property located in the City 657,275 $12,330,497
Corp. of Phoenix, County of Maricopa,
State of Arizona, commonly known
as 20th & Campbell Apartments
MIG Fleetwood, Ltd. Real property located in the City 341,277 $6,402,374
of Houston, County of Harris,
State of Texas, commonly known as
Fleetwood
TOTAL 5,139,387 $96,415,000
</TABLE>
ITEM 4. PURPOSE OF TRANSACTION.
The shares of AERC Common Stock were acquired by the Subsidiaries in
partial consideration for the sale of the Properties.
With respect to subsection (a) of this Item 4, neither the Company nor
any of the Subsidiaries presently has any plans that relate to or would result
in the acquisition by any person of additional securities of AERC. Presently,
the Company and the Subsidiaries intend to dissolve and liquidate in the near
future. In connection therewith, it is anticipated that all or substantially all
of the shares of AERC Common Stock will be distributed in liquidation to the
Company's Class A Stockholders in proportion to their stock ownership in the
Company. The names, addresses, and identities of the Company's Class A
Stockholders, and their percentage ownership of the Company's Class A shares
(and hence the percentage of AERC Common Stock each will receive upon
liquidation of the Company and the Subsidiaries) are as follows:
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<TABLE>
<CAPTION>
PERCENTAGE OF BENEFICIAL
THE COMPANY'S OWNERSHIP OF
CLASS A SHARES AERC COMMON STOCK
SHAREHOLDER & ADDRESS OWNED
<S> <C> <C>
Carpenters Trust of Western Washington 7.788% 1.769%
2200 6th Avenue, Suite 300
Seattle, Washington 98121
City of Orlando Police, Firefighter and 9.110% 2.069%
General Employees Pension Board
400 South Orange Avenue, 4th Floor
Orlando, Florida 32801-3302
Colonial Gas Company 0.962% 0.218%
40 Market Street
Lowell, Massachusetts 01853
Dillingham Construction Corporation 0.834% 0.190%
5960 Inglewood Drive
Pleasanton, California 94588-8535
Fresno County Employee's 11.125% 2.527%
Retirement Association
2281 Tulary Street
Fresno, California 93721
LaSalle Trust 22.250% 5.054%
100 East Pratt Street, Suite 2000
Baltimore, Maryland 21202
Massachusetts Water Resource Authority 1.113% 0.253%
100 First Avenue
Charleston, Massachusetts 02129
McDermott International Investments Inc. 16.688% 3.790%
Norfolk House
Frederick Street
Nassau, Bahamas
Michelin North America, Inc. 17.825% 4.048%
One Parkway South
Greenville, South Carolina 29602-9001
Oakland County Employees' 7.855% 1.784%
Retirement System
1200 North Telegraph Road
Pontiac, Michigan 48341-0479
Worcester Retirement System 4.450% 1.011%
455 Main Street, Suite 103
Worcester, Massachusetts 01608
TOTAL: 100% 22.712%
</TABLE>
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The Company and the Subsidiaries presently have no plans or proposals
with respect to subsections (b) through (j) of this Item 4.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER.
(a) As of July 8, 1998, the Company beneficially owns 5,139,387 shares
of AERC Common Stock, representing approximately 22.7% of the outstanding AERC
Common Stock.
(b) As of July 8, 1998, the Company has sole power to direct the vote
and sole power to direct the disposition of all 5,139,387 shares of AERC Common
Stock.
(c) As of July 8, 1998, other than the acquisition of the shares covered
by this Schedule 13D and the planned liquidation of the Company and the
Subsidiaries, neither the Company nor any of the Subsidiaries has effected any
transactions in shares of AERC Common Stock.
(d) As of July 8, 1998, no other known person has the right to receive
or the power to direct the receipt of dividends from or the proceeds from the
sale of the shares of AERC Common Stock covered by this Schedule 13D. Assuming
the dissolution and liquidation of the Company and the Subsidiaries, and the
related distribution and record transfer of the shares of AERC Common Stock to
the Company's Class A Stockholders, each recipient of the AERC Common Stock will
have all rights with respect to dividends and sales of the shares; however, any
dividends declared prior to the liquidating distribution to the Class A
Stockholders and with respect to which the Company or the Subsidiaries are the
record holders on the relevant record date or ex-dividend date, as the case may
be, will remain the property of the Company or the Subsidiaries.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Company and the Subsidiaries with respect to
any securities of AERC, other than the planned dissolution and liquidation of
the Company and the Subsidiaries as described above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Plan of Liquidation and Dissolution of MIG Residential REIT,
Inc., adopted June 22, 1998.
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ITEM 8. SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I
certify on behalf of MIG Residential REIT, Inc., that the information set forth
in this Statement is true, complete and correct.
Date: July 8, 1998
MIG RESIDENTIAL REIT, INC.
By: //Larry E. Wright//
------------------------------
President
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EXHIBIT NO. 1
PLAN OF LIQUIDATION AND DISSOLUTION OF
MIG RESIDENTIAL REIT, INC.
DATED JUNE 22, 1998
This Dissolution Plan of Liquidation and Dissolution (the "Dissolution
Plan") of MIG Residential REIT, Inc., a Maryland corporation (the "Company"), is
intended to accomplish the complete liquidation and dissolution of the Company
in accordance with the Maryland General Corporation Law and Section 331 of the
Internal Revenue Code of 1986, as amended (the "Code"), as follows:
1. The Board of Directors of the Company has adopted this Dissolution
Plan and called a meeting of the Company's stockholders (the "Stockholders") to
take action on this Dissolution Plan. If at said meeting of the Stockholders a
majority of the voting power of the outstanding shares of the Company's Class A
Common Stock, par value $.001 per share (the "Class A Common Stock"), and the
Company's Class B Common Stock, par value $.001 per share (the "Class B Common
Stock" and together with the Class A Common Stock, the "Common Stock"), voting
as a single class, votes for the adoption of this Dissolution Plan, the
Dissolution Plan shall constitute the adopted Dissolution Plan of the Company as
of the date on which such Stockholder approval is obtained (the "Adoption
Date").
2. This Dissolution Plan is contingent upon the consummation of the
asset sale ("Asset Sales") by which eight of the Company's subsidiaries are to
sell multi-family apartment properties to Associated Estates Realty Corporation
("AERC") in consideration for cash and stock pursuant to the Purchase Agreements
dated January 28, 1998. In the event that the Asset Sales are not consummated,
this Dissolution Plan shall be null and void.
3. From and after the Adoption Date and the closing of the Asset Sales,
the Company shall complete the following corporate actions:
(a) The Company shall notify the Class B Stockholders that the
Company intends to redeem (the "Redemption") all of the outstanding
shares of the Class B Common Stock, by payment in cash for each
outstanding share of Class B Common Stock of an amount equal to its net
asset value per share, as determined by the Board of Directors. The
Board of Directors adopted resolutions in accordance with Article V,
Section (G) 2(d) of the Company's Articles of Incorporation (the
"Articles"), pursuant to which the Company will effect the Redemption.
(b) The officers of the Company shall, at such time as the Board
of Directors, in its absolute discretion, deems it necessary,
appropriate or desirable, obtain any certificates required from the
Maryland tax authorities, and on or after obtaining such certificates,
the Company shall file with the Secretary of State of the State of
Maryland articles of dissolution (the "Articles of Dissolution") in
accordance with Sections 3-406 and 3-407 of the Maryland General
Corporation Law. Adoption of this Dissolution Plan by a majority of the
voting power of the outstanding shares of Common Stock shall constitute
the approval of the Stockholders of any such filing of the Articles of
Dissolution as their act and as a part hereof as if herein written.
(c) After the Articles of Dissolution have been accepted by the
Department of Assessments and Taxation, the Company shall not engage in
any business activities except to the
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extent necessary for preserving the values of its assets, winding up its
business and affairs, and distributing its assets in accordance with
this Dissolution Plan.
(d) The Company shall collect, sell exchange or otherwise dispose
of all its property and assets, other than the AERC Shares, as defined
below, in one or more transactions, upon such terms and conditions and
for such consideration, which may consist in whole or in part of money
or other property, as the Board of Directors, in its absolute
discretion, deems expedient and in the best interests of the Company and
the holders of the Class A Common Stock (the "Class A Stockholders"). In
connection with such collection, sale, exchange and other disposition,
the Company shall marshal its assets and collect or make provision for
the collection of all accounts receivable, debts and claims owing to the
Company.
(e) The Company shall pay or, as determined by the Board of
Directors, make reasonable provision to pay, all claims and obligations
of the Company, including all contingent, conditional or unmatured
claims known to the Company and all claims that are known to the Company
but for which the identity of the claimant is unknown.
(f) If and to the extent deemed necessary, appropriate or
desirable by the Board of Directors, in its absolute discretion, the
Company may establish and set aside a reasonable amount (the
"Contingency Reserve") to satisfy claims against the Company (other than
claims of a Stockholder in its capacity as such) and all expenses of the
sales of the Company's property and assets, of the collection and
defense of the Company's property and assets, and of the liquidation and
dissolution provided for in this Dissolution Plan. The Contingency
Reserve may consist of cash or other property.
(g) If and to the extent deemed necessary, appropriate or
desirable by the Board of Directors, in its absolute discretion, the
Company may transfer to one or more liquidating trustees for the benefit
of Class A Stockholders under a trust or trusts (the "Trusts"), any
assets of the Company that are (i) not reasonably susceptible to
distribution to the Class A Stockholders, including, assets held on
behalf of the Class A Stockholders who cannot be located or who do not
tender their certificates evidencing the Class A Common Stock to the
Company or its agent as hereinafter required; or (ii) held as a
contingency reserve (the "Contingency Reserve") for indemnification
under the Purchase Agreements and other claims, and for the benefit of
the Class A Stockholders, provided, however, that such trust is intended
to constitute a trust the assets of which are treated as owned by the
Class A Stockholders for Federal income tax purposes. Any assumption of
liabilities and obligations of the Company by the trustees shall be
solely in their capacity as trustees. The Company, subject to this
paragraph (f) and as authorized by the Board of Directors, in its sole
and absolute discretion, may enter into a trust agreement with such
trustee or trustees, on such terms and conditions as the Board of
Directors, in its absolute discretion, may deem necessary, appropriate
or desirable. Adoption of this Dissolution Plan by a majority of the
voting power of the outstanding shares of Common Stock shall constitute
the approval of the Stockholders of any such appointment and any such
trust agreement as their act and as a part hereof as if herein written.
(h) Following the payment of or provision for the claims and
obligations of the Company, including the establishment of the
Contingency Reserves, the Company shall distribute pro rata to the Class
A Stockholders the remaining assets of the Company, including the
remaining shares (the "AERC Shares") of the common stock, no par value,
of Associated Estates Realty Corporation, an Ohio corporation ("AERC")
received by eight of the Company's
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subsidiaries (the "Subsidiaries") pursuant to the Purchase Agreements
dated January 28, 1998 between each of the Subsidiaries and AERC (the
"Purchase Agreements"), and any remaining cash and proceeds of the sale
of the Company's other property and assets, if any. Such distribution
may be in cash or in-kind, in such manner, and at such time, as the
Board of Directors, in its absolute discretion, may determine, but it is
the intention of the Board that this distribution occur on or about the
same day that the Class B Stockholders are paid in connection with the
Redemption.
4. The distributions to the Class A Stockholders pursuant to Section 3
hereof shall be in complete redemption and cancellation of all of the
outstanding shares of Class A Common Stock. As a condition to receipt of any
distribution to the Class A Stockholders, the Board of Directors, in its
absolute discretion, may require the Class A Stockholders to (i) surrender their
certificates evidencing the Class A Common Stock to the Company or its agents
for recording of such distributions thereon, (ii) surrender their certificates
evidencing the Class A Common Stock to the Company or its agent for cancellation
or (iii) furnish the Company with evidence satisfactory to the Board of
Directors of the loss, theft or destruction of their certificates evidencing the
Class A Common Stock, together with such surety bond or other security or
indemnity as may be required by and satisfactory to the Board of Directors.
5. The Company will finally close its stock transfer books and
discontinue recording transfers of Class A Common Stock on the earlier to occur
of (i) the close of business on the record date fixed by the Board of Directors
for the Liquidating Distribution, or (ii) the date on which the dissolution
becomes effective under the Maryland General Corporation Law, and thereafter
certificates representing Class A Common Stock will not be assignable or
transferable on the books of the Company except by will, intestate succession or
operation of law.
6. If any distribution to a Class A Stockholder cannot be made, whether
because the Class A Stockholder cannot be located, has not surrendered its
certificates evidencing the Common Stock as required hereunder or for any other
reason, the distribution to which such Class A Stockholder is entitled shall
(unless transferred to a trust established pursuant to Section 6 hereof) be
transferred at such time as the final liquidating distribution is made by the
Company to and deposited with the state official authorized by the laws of the
State of Maryland to receive the proceeds of such distribution; such transfer
shall comply in all respects with the laws of the State of Maryland and the Code
or be treated as abandoned property in accordance with the laws of the State of
Maryland. In no event shall the proceeds of any such distribution revert to or
become the property of the Company.
7. The Board of Directors is hereby authorized to appoint one or more
individuals, corporations, partnerships or other persons, or any combination
thereof, to act as the trustee (the "Trustee") for the benefit of the Class A
Stockholders and to receive all remaining assets of the Company. Any Trustee
appointed as provided in the preceding sentence shall succeed to all the right,
title and interest of the Company of any kind and character, including, without
limitation, any uncollected claims, contingent assets and any Contingency
Reserve, and shall assume all of the liabilities and obligations of the Company,
including, without limitation, any unsatisfied claims and unascertained or
contingent liabilities. Further, the Trust or Trustees shall have the full power
to liquidate, deal with, give receipt for and manage all of the property and
assets of the Company, to the exclusion of the Company and its officers and
directors, and any conveyance of assets to the Trustees shall be deemed to be a
distribution of property and assets by the Company to the Class A Stockholders
for the purposes of Section 3 of this Dissolution Plan. Any such conveyance to
the Trustees shall be in trust for the Class A Stockholders and not for the use
or benefit of the Trustees or any other person and
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any assumption of liabilities and obligations of the Company by the Trustees
shall be solely in their capacity as Trustees.
8. Adoption of this Dissolution Plan by a majority of the voting power
of the outstanding shares of Common Stock shall constitute the approval of the
Stockholders of the sale, exchange or other disposition in liquidation of all of
the property and assets of the Company not otherwise distributed to the Class A
Stockholders in-kind, whether such sale, exchange or other disposition occurs in
one transaction or a series of transactions, and shall constitute ratification
of all contracts for sale, exchange or other disposition entered into prior to
the date upon which the Articles of Dissolution becomes effective under the
Maryland General Corporation Law that are conditioned on adoption of this
Dissolution Plan.
9. In connection with and for the purpose of implementing and assuring
completion of this Dissolution Plan, the Company may, in the absolute discretion
of the Board of Directors, pay any brokerage, agency and other fees and expenses
of persons rendering services to the Company in connection with the collection,
sale, exchange or other disposition of the Company's property and assets and the
implementation of this plan.
10. In connection with and for the purpose of implementing and assuring
completion of this Dissolution Plan, the Company may, in the absolute discretion
of the Board of Directors, pay to the Company's officers, directors and
employees, or any of them, compensation or additional compensation above their
regular compensation, in money or other property, in recognition of the
extraordinary efforts they, or any of them, will be required to undertake, or
actually undertake, in connection with the successful implementation of this
Dissolution Plan, adoption of this Dissolution Plan by a majority of voting
power of the outstanding shares of Common Stock shall constitute the approval of
the Stockholders of the payment of any such compensation.
11. The Company shall continue to indemnify its officers, directors,
employees and agents in accordance with its articles of incorporation, as
amended, and bylaws and any contractual arrangements, for actions taken in
connection with this Dissolution Plan and the winding up of the affairs of the
Company. The Company's obligation to indemnify such persons may be satisfied out
of the assets of the Trust. The Board of Directors and the Trustees, in their
absolute discretion, are authorized to obtain and maintain insurance as may be
necessary to cover the Company's obligations hereunder.
12. Notwithstanding authorization of or consent to this Dissolution Plan
and the transactions contemplated hereby by the Stockholders, the Board of
Directors may modify or amend this Dissolution Plan and the transactions
contemplated hereby without further action by the Stockholders to the extent
permitted by the Maryland General Corporation Law.
13. The Board of Directors of the Company is hereby authorized, without
further action by the Stockholders, to do and perform, or cause the officers of
the Company, subject to approval of the Board of Directors, to do and perform,
any and all acts, and to make, execute, deliver or adopt any and all agreements,
resolutions, conveyances, certificates and other documents of every kind that
are deemed necessary, appropriate or desirable, in the absolute discretion of
the Board of Directors, to implement this Dissolution Plan and the transactions
contemplated hereby, including, without limiting the foregoing, all filings or
acts required by any state or federal law or regulation to wind up its affairs.
11
