<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the fiscal year ended December 31, 1995
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from
__________________ to _________________.
Commission File Number: 1-12478
IRVINE APARTMENT COMMUNITIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 33-0581775
(State of Incorporation) (I.R.S. Employer Identification Number)
550 Newport Center Drive, Suite 300, Newport Beach, California 92660
(Address of principal executive offices)
Registrant's telephone number, including area code: (714) 720-5500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on
which registered:
Common Stock, par value $.01 per share New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Number of shares of common stock outstanding as of December 31, 1995: 16,975,000
Indicate by check mark whether the registrant has (1) 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 time as required), and
(2) has been subject to such filing requirements for the past 90 days:
Yes _X_ No ___.
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. [ ]
The aggregate market value of the voting stock held by nonaffiliates of
the registrant as of February 29, 1996 was $334,066,500 assuming that all
officers and directors of the Company are affiliates.
Documents incorporated by reference:
Portions of the Amended Annual Report to Shareholders for the year ended
December 31, 1995 are incorporated by reference into Parts I and II of
this Form 10-K/A.
Portions of the proxy statement for the registrant's annual shareholders'
meeting held April 30, 1996 are incorporated by reference into Part III
of this Form 10-K/A.
<PAGE> 2
This Annual Report on Form 10K/A is being filed solely for purposes of
updating Exhibit 23.1 to the Annual Report on Form 10K/A (for the year ended
December 31, 1995) filed by the registrant on February 11, 1997. No other
changes to the Annual Report on Form 10K/A filed on February 11, 1997 are being
made hereby.
EXHIBIT 23.1:
- ------------
(1) Update the Consent of Independent Auditors to February 11, 1997.
1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
IRVINE APARTMENT COMMUNITIES, INC.
By: SHAWN HOWIE
--------------------------------
Shawn Howie
Vice President and Controller
March 7, 1997
2
<PAGE> 1
IRVINE APARTMENT COMMUNITIES, INC.
CONSENT OF INDEPENDENT AUDITORS
EXHIBIT 23.1
We consent to the incorporation by reference in this Annual Report (Form 10-K/A)
of Irvine Apartment Communities, Inc. of our report dated January 31, 1996,
included in the 1995 Amended Annual Report to Shareholders of Irvine Apartment
Communities, Inc.
We also consent to the incorporation by reference, in the Registration Statement
(Form S-8 No. 33-77808) pertaining to the Irvine Apartment Communities, Inc.
1993 Stock Option Plan for Directors and in the Registration Statement (Form S-8
No. 33-77810) pertaining to the Irvine Apartment Communities, Inc. 1993
Long-Term Stock Incentive Plan and in the Registration Statement (Form S-3 No.
33-92036) pertaining to the Irvine Apartment Communities, Inc. Registration of
$250,000,000 of Debt Securities, Preferred Stock, Common Stock and Warrants, of
our report dated January 31, 1996 with respect to the consolidated and combined
financial statements incorporated herein by reference, and our report dated
January 31, 1996 with respect to the financial statement schedule included in
this Annual Report (Form 10-K/A) of Irvine Apartment Communities, Inc.
Ernst & Young LLP
Newport Beach, California
February 11, 1997
