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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. 1)*
Associated Estates Realty Corporation
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(Name of Issuer)
Shares of Common Stock, no par value
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(Title of Class of Securities)
045604105
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(CUSIP Number)
Morrison & Foerster LLP
555 West Fifth Street
35th Floor
Los Angeles, California 90013-1024
Attention: Samuel H. Gruenbaum, Esq.
(213) 892-5200
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 5, 1998
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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 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 0 shares
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 0 shares
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 0 shares
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(10) Shared Dispositive Power
0 shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)
0%
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(14) Type of Reporting Person (See Instructions)
CO
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ITEM 4. PURPOSE OF TRANSACTION.
With respect to subsection (a) of this Item 4, neither MIG Residential
REIT, Inc. (the "Company") nor any of its subsidiaries presently has any plans
that relate to or would result in the acquisition by any person of additional
securities of Associated Estates Realty Corporation ("AERC"). In connection with
the commencement of the dissolution and liquidation of the Company and its
subsidiaries, all of the 5,139,387 shares of AERC Common Stock which the Company
beneficially owned were 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 immediately prior to the
dissolution and liquidation (and hence the percentage of AERC Common Stock each
Class A Stockholder will receive upon liquidation of the Company and the
Subsidiaries) are as follows:
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<TABLE>
<CAPTION>
PERCENTAGE OF
THE COMPANY'S PERCENTAGE OF NUMBER OF SHARES OF
CLASS A SHARES AERC COMMON STOCK AERC COMMON STOCK
SHAREHOLDER & ADDRESS OWNED AS OF 8/5/98 OWNED* OWNED
<S> <C> <C> <C>
Trustees of Carpenters Individual Account 7.759% 1.764% 398,766
Pension Trust of Western Washington under
agreement dated June 1, 1981 and of
Carpenters Retirement Trust of
Western Washington under agreement
dated January 1, 1996
2200 6th Avenue, Suite 300
Seattle, Washington 98121
City of Orlando Police, Firefighters' and 9.197% 2.091% 472,666
General Employees Pension Board
400 South Orange Avenue, 4th Floor
Orlando, Florida 32801-3302
Trustees for Colonial Gas Company 0.971% 0.221% 49,893
Master Pension Trust under agreement
dated July 1, 1998
40 Market Street
Lowell, Massachusetts 01853
Trustees for Dillingham Construction 0.831% 0.189% 42,725
Pension Plan under agreement
dated August 1, 1997
5960 Inglewood Drive
Pleasanton, California 94588-8535
Fresno County Employee's 11.084% 2.520% 569,666
Retirement Association
2281 Tulary Street
Fresno, California 93721
CS & Co. 22.169% 5.041% 1,139,333
100 East Pratt Street, Suite 2000
Baltimore, Maryland 21202
Massachusetts Water Resource Authority 1.108% 0.252% 56,967
100 First Avenue
Charleston, Massachusetts 02129
Trustees of McDermott 16.627% 3.780% 854,500
Incorporated under agreement
dated January 1, 1993
Norfolk House
Frederick Street
Nassau, Bahamas
Trustees of the 17.989% 4.091% 924,792
Michelin North America, Inc.
Master Trust under agreement
dated January 1, 1993
One Parkway South
Greenville, South Carolina 29602-9001
Oakland County Employees' 7.824% 1.779% 402,212
Retirement System
1200 North Telegraph Road
Pontiac, Michigan 48341-0479
Worcester Retirement System 4.433% 1.008% 227,867
455 Main Street, Suite 103 ------ ------ ---------
Worcester, Massachusetts 01608
TOTAL: 100% 22.712% 5,139,387
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</TABLE>
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* The percentages of shares of AERC Common Stock owned by each Class A
Shareholder are based on the 22,596,958 outstanding shares of AERC Common
Stock as of August 11, 1998.
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 August 6, 1998, the Company did not own any shares of AERC
Common Stock.
(b) As of August 6, 1998, the Company did not have sole power to direct
the vote and sole power to direct the disposition of any shares of AERC Common
Stock.
(c) As of August 6, 1998, other than the acquisition of the shares
covered by this Schedule 13D and the liquidation of the Company and its
subsidiaries, neither the Company nor any of its subsidiaries has effected any
transactions in shares of AERC Common Stock.
(d) As of August 6, 1998, each Class A Shareholder that received AERC
Common Stock in connection with the liquidation of the Company and its
subsidiaries has all rights with respect to dividends and sales of the shares,
and no other 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.
(e) August 5, 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: August 14, 1998
MIG RESIDENTIAL REIT, INC.
By: //Larry E. Wright//
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President
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