IRVINE APARTMENT COMMUNITIES INC, SC 13D, 1997-04-04

IRVINE APARTMENT COMMUNITIES INC
SC 13D, 1997-04-04
REAL ESTATE INVESTMENT TRUSTS

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<PAGE> 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7)

IRVINE APARTMENT COMMUNITIES, INC.
(Name of Issuer)

COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)

463606-10
(CUSIP Number)

Michael D. McKee, Esq.
The Irvine Company
550 Newport Center Drive
Newport Beach, CA
Tel. No.: (714) 720-2333
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

April 2, 1997
(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 statement because of Rule 13d-1(b)(3) or (4), check the following:
[ ]

Check the following box if a fee is being paid with this statement: [ ]

1
<PAGE> 2

CUSIP No. 46360610 SCHEDULE 13D Page 2 of 25 Pages

(1) Names of Reporting Person
The Irvine Company
S.S. or I.R.S. Identification No. of Above Person
13-3177751
---------------------------------------------------------------------

(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]

---------------------------------------------------------------------

(3) SEC Use Only

---------------------------------------------------------------------

(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------

(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

---------------------------------------------------------------------

(6) Citizenship or Place of Organization
Michigan
---------------------------------------------------------------------

(7) Sole Voting Power
Number of 24,259,912
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by -0- (See Item 5)
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 24,259,912
--------------------------------------------------------
(10) Shared Dispositive Power
-0- (See Item 5)
--------------------------------------------------------

(11) Aggregate Amount Beneficially Owned by Each Reporting Person
24,259,912
---------------------------------------------------------------------

(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]

---------------------------------------------------------------------

(13) Percent of Class Represented by Amount in Row (11)
55.9%
---------------------------------------------------------------------

(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

SEC 1746 (9-88)

2
<PAGE> 3

CUSIP No. 46360610 SCHEDULE 13D Page 3 of 25 Pages

(1) Names of Reporting Person
TIC Investment Company A
S.S. or I.R.S. Identification No. of Above Person
33-0713216
---------------------------------------------------------------------

(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]

---------------------------------------------------------------------

(3) SEC Use Only

---------------------------------------------------------------------

(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------

(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

---------------------------------------------------------------------

(6) Citizenship or Place of Organization
California
---------------------------------------------------------------------

(7) Sole Voting Power
Number of -0- (See Item 5)
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by -0- (See Item 5)
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0- (See Item 5)
--------------------------------------------------------
(10) Shared Dispositive Power
-0- (See Item 5)
--------------------------------------------------------

(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,502,105
---------------------------------------------------------------------

(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]

---------------------------------------------------------------------

(13) Percent of Class Represented by Amount in Row (11)
7.1%
---------------------------------------------------------------------

(14) Type of Reporting Person*
PN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

SEC 1746 (9-88)

3
<PAGE> 4

CUSIP No. 46360610 SCHEDULE 13D Page 4 of 25 Pages

(1) Names of Reporting Person
TIC Investment Company C
S.S. or I.R.S. Identification No. of Above Person
33-0713816
---------------------------------------------------------------------

(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]

---------------------------------------------------------------------

(3) SEC Use Only

---------------------------------------------------------------------

(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------

(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

---------------------------------------------------------------------

(6) Citizenship or Place of Organization
California
---------------------------------------------------------------------

(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,904,861
---------------------------------------------------------------------

(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]

---------------------------------------------------------------------

(13) Percent of Class Represented by Amount in Row (11)
12.8%
---------------------------------------------------------------------

(14) Type of Reporting Person*
PN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

SEC 1746 (9-88)

<PAGE> 5

CUSIP No. 46360610 SCHEDULE 13D Page 5 of 25 Pages

(1) Names of Reporting Person
Donald L. Bren
S.S. or I.R.S. Identification No. of Above Person
###-##-####
---------------------------------------------------------------------

(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]

---------------------------------------------------------------------

(3) SEC Use Only

---------------------------------------------------------------------

(4) SOURCE OF FUNDS*
PF
---------------------------------------------------------------------

(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

---------------------------------------------------------------------

(6) Citizenship or Place of Organization
U.S.A.
---------------------------------------------------------------------

(7) Sole Voting Power
Number of 183,325
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 0
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 183,325
--------------------------------------------------------
(10) Shared Dispositive Power
0
--------------------------------------------------------

(11) Aggregate Amount Beneficially Owned by Each Reporting Person
183,325
---------------------------------------------------------------------

(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ X ]

---------------------------------------------------------------------

(13) Percent of Class Represented by Amount in Row (11)
0.9%
---------------------------------------------------------------------

(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

SEC 1746 (9-88)

<PAGE> 6
This Amendment No. 7 to Schedule 13D amends and restates the Schedule
13D dated July 3, 1996, as previously amended (as so amended, the "Schedule
13D").

Item 1. Security and Company.

The class of equity securities to which this statement relates is the
Common Stock, $.01 par value per share (the "Shares"), of Irvine Apartment
Communities, Inc., a Maryland corporation (the "Company"). The Company is the
successor to Irvine Apartment Communities, Inc., a Delaware corporation (the
"Delaware Company"), which merged with and into the Company on May 2, 1996. All
references herein to the Company are deemed to be references to the Delaware
Company, where such references relate to dates prior to May 2, 1996. The
principal executive offices of the Company are located at 550 Newport Center
Drive, Suite 300, Newport Beach, CA 92660.

Item 2. Identity and Background.

This Schedule 13D is being filed by: The Irvine Company, a Michigan
corporation ("TIC"); TIC Investment Company A, a California general partnership
("TICICA"); TIC Investment Company C, a California general partnership
("TICICC"); and Mr. Donald Bren.

TIC is the owner and developer of the Irvine Ranch, a 90 square mile
parcel of land located in central Orange County in Southern California. TIC's
principal business consists of the ownership, development, management and
leasing of real estate on the Irvine Ranch. TIC is a limited partner of Irvine
Apartment Communities, L.P., a Delaware limited partnership (the "Operating
Partnership"), of which the Company is the sole general partner. TIC, directly
or indirectly, owned Irvine Affordable Housing, Inc. ("IAH") and the seven
limited partnerships and one general partnership that, together with TIC,
contributed in December 1993 properties (or, in one case, a 99% general and
limited interest in a limited partnership that owns a property) to the
Operating Partnership in exchange for limited partnership units ("L.P. Units")
in the Operating Partnership. TIC is currently the sole general partner of two
such limited partnerships. On June 30, 1995 the other five limited partnerships
were liquidated and the L.P. Units owned by them were transferred to TIC. TIC
and one of its wholly-owned subsidiaries were the general partners of the
general partnership which on June 24, 1996 was liquidated and the L.P. Units
owned by it were transferred to TIC. TIC was also the sole shareholder of
Irvine Lease Co., Inc. ("ILCI"), which purchased 1,500,000 L.P. Units on August
9, 1995 as more fully disclosed in Item 3 below, and also purchased 2,105
additional L.P. Units on May 30, 1996. The L.P. Units owned by ILCI were
transferred to TICICA on June 21, 1996. Together, TIC, TICICA, TICICC, the two
limited partnerships, TIC Investment Company B, a California general
partnership ("TICICB") (see item 3 below), and TIC Investment Company D, a
California general partnership ("TICICD") (See item 3 below), own 99.7% of the
limited partnership interests in the Operating Partnership, representing a
54.8% interest in the Operating Partnership. The address of the principal
business and the principal office of TIC is 550 Newport Center Drive, Newport
Beach, CA 92660.

TIC is the managing general partner (holding a 99% partnership
interest) of each of TICICA, TICICB, TICICC and TICICD. DBIAC Investment
Company, a California corporation ("DBIAC"), holds the remaining 1% general
partnership interest of each of TICICA, TICICB, TICICC and TICICD. The sole
shareholder of DBIAC is the Donald L. Bren Trust, dated June 26, 1987, as
amended, of which Mr. Donald Bren is the sole trustee. The principal business
of each of TICICA and TICICC is to acquire, hold title to and/or lease real or
personal property in Orange County, California. The address of the principal
executive offices and principal business of each of TICICA and TICICC is 550
Newport Center Drive, Newport Beach, CA 92660.

Information as to each executive officer and director of TIC is set
forth in Schedule A attached hereto, which is incorporated herein by reference.
Information as to each executive officer and director of DBIAC is set forth in
Schedule B attached hereto, which is incorporated herein by reference.

6
<PAGE> 7
Mr. Bren is the Chairman of the Board and the Chief Executive Officer,
as well as the sole shareholder, of TIC. Mr. Bren is also the Chief Executive
Officer of the Company. Mr. Bren disclaims beneficial ownership of the Shares
and the L.P. Units directly or indirectly owned by TIC, TICICA, TICICB, TICICC
and TICICD.

During the last five years, neither Mr. Bren, TIC, TICICA, TICICC nor
any other person controlling TIC, TICICA or TICICC nor, to the best of their
knowledge, any of the persons listed on Schedule A or Schedule B attached
hereto, nor any person listed in Item 5 or the footnotes thereto, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been 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.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

In December 1993, TIC directly transferred certain rental apartment
communities (or, in one case, a 99% general and limited partnership interest in
a limited partnership that owns a property) to the Operating Partnership in
exchange for 15,784,000 L.P. Units.

In December 1993, TIC, acting as the general partner of two limited
partnerships and one general partnership, transferred certain rental apartment
communities to the Operating Partnership in exchange for 1,304,000 L.P. Units.
On June 24, 1996, the general partnership was liquidated and the 160,000 L.P.
Units owned by it were transferred to TIC. Upon such liquidation and transfer,
the general partnership ceased to be a limited partner of the Operating
Partnership.

In December 1993, IAH, acting as the general partner of five limited
partnerships transferred certain rental apartment communities in exchange for
1,359,000 L.P. Units. On June 30, 1995, such limited partnerships were
liquidated and the 1,359,000 L.P. Units were transferred to TIC.

The foregoing December 1993 transactions were conducted in connection
with the creation of an umbrella partnership real estate investment trust (an
"UP-REIT") as described in greater detail in the Prospectus forming a part of
the Form S-11 Registration Statement (File No. 33-68830) of the Company filed
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended.

In March 1995, in connection with TIC's sale, through IAH, of an
apartment community land site to the Operating Partnership pursuant to the Land
Rights Agreement (as defined in Item 6), TIC, through IAH, received, upon
consummation of the sale, as payment of the purchase price by the Operating
Partnership, 336,432 L.P. Units. In November 1995 and March 1996, in connection
with TIC's sale, through IAH, of an apartment community land site to the
Operating Partnership pursuant to the Land Rights Agreement, TIC, through IAH,
received, upon consummation of the sale, as partial payment of the purchase
price by the Operating Partnership, 113,372 L.P. Units and 28,358 L.P. Units,
respectively. In each case, the number of L.P. Units payable to TIC was equal
to the purchase price in dollars divided by the average of the closing prices
of the Common Stock on the New York Stock Exchange ("NYSE") for the 10 trading
days immediately preceding the closing date of the applicable sale. The 478,162
L.P. Units owned by IAH were transferred to TICICB in June 1996.

On August 9, 1995, the Company sold 5,175,000 Shares to a group of
underwriters at a price of $16.305 per Share (net of the underwriting discount)
in an underwritten public offering (the "Offering"). The Company contributed
the net proceeds of the Offering of $84,378,375 to the Operating Partnership.
On the same date, TIC, exercising its right pursuant to the Partnership
Agreement to make an additional capital contribution to the Operating
Partnership, made a contribution of $25,875,000 to the Operating Partnership
through its wholly-owned subsidiary ILCI, for which ILCI received 1,500,000
L.P. Units. For the purpose of calculating adjusted ownership interests in the
Operating Partnership pursuant to the Partnership Agreement, such contribution
was

7
<PAGE> 8
reduced to $24,457,500 (by deducting an amount equal to the underwriting
discount that would have been applicable to Shares if such contribution had
been used to acquire Shares in the Offering). On June 21, 1996, such 1,500,000
L.P. Units together with an additional 2,105 L.P. Units owned by ILCI were
transferred to TICICA.

On July 3, 1996, the Company sold 1,490,700 Shares directly to a group
of institutional investors at a price of $20.125 per Share (the "Direct Sale").
The Company contributed the net proceeds of the Direct Sale of $30,000,337.50
to the Operating Partnership. On the same date, TIC, exercising its right
pursuant to the Partnership Agreement to make an additional capital
contribution to the Operating Partnership, made a contribution of
$30,000,337.50 to the Operating Partnership through TICICC, for which TICICC
received 1,490,700 L.P. Units.

On July 30, 1996, December 23, 1996 and February 10, 1997, TICICD sold
apartment community land sites to the Operating Partnership pursuant to the
Land Rights Agreement. TICICC received as payment of the purchase price
115,544, 244,657 and 313,439 L.P. Units, respectively, which in each case was
equal to the purchase price in dollars divided by the average of the closing
prices of the Common Stock on the NYSE for the ten trading days immediately
preceding the closing date of the applicable sale.

On August 30, 1996, TICICC purchased 7,637 L.P. Units from the
Operating Partnership at a purchase price of $22.112 for 7,330 of such L.P.
Units and $22.563 for 307 of such L.P. Units. On November 27, 1996, TICICC
purchased 6,109 L.P. Units from the Operating Partnership at a purchase price
of $23.398 for 5,939 of such L.P. Units and $23.875 for 170 of such L.P. Units.
On February 28, 1996, TICICC purchased 6,221 L.P. Units from the Operating
Partnership at a purchase price of $26.338 for 5,981 of such L.P. Units and
$26.875 for 240 of such L.P. Units. All three purchases were made pursuant to
the Company's Dividend Reinvestment and Additional Cash Investment Plan (the
"DRIP Plan").

On February 20, 1997, the Company sold 1,150,000 shares to a group of
underwriters at a price of $26.06 per Share (net of the underwriting discount)
in an underwritten public offering (the "Secondary Offering"). The Company
contributed the net proceeds of the Secondary Offering of $29,969,000 to the
Operating Partnership. On the same date, TIC, exercising its right pursuant to
the Partnership Agreement to make an additional capital contribution to the
Operating Partnership, made a contribution of $36,332,695.64 to the Operating
Partnership through TICICC, for which TICICC received 1,394,194 L.P. Units at a
price of $26.06 per L.P. Unit.

On March 14, 1997, TIC announced that its board of directors had
authorized the purchase of up to 1.2 million Shares from time to time in the
open market or in negotiated transactions over an indefinite period of time,
depending on market conditions and other factors. TIC has purchased an
aggregate of 659,400 Shares for an aggregate purchase price of $18,673,625
(before the payment of Commissions) in the open market on the dates, in the
amounts and at the prices per Share described below:

<TABLE>
<CAPTION>
Trade Number of Price Per
Date Shares Share
---- ------ -----
<S> <C> <C>
3/21/97 10,000 $28.500
10,000 28.375

3/25/97 20,000 28.375
24,000 28.250
15,000 28.125
11,000 28.000

3/26/97 10,000 28.250
57,400 28.125

3/27/97 32,000 28.375
20,000 28.250

3/31/97 20,000 28.375

</TABLE>

8
<PAGE> 9

<TABLE>
<CAPTION>
Trade Number of Price Per
Date Shares Share
---- ------ -----
<S> <C> <C>
4/1/97 50,000 28.375

4/2/97 110,000 28.500
87,000 28.375

4/3/97 183,000 28.250
</TABLE>

Subject to the terms of the Partnership Agreement (defined below in
Item 4) and certain ownership limit provisions set forth in the Articles of
Amendment and Restatement of the Company (as amended by Articles of Merger
dated May 2, 1996, the "Articles of Incorporation"), the outstanding L.P. Units
of the Operating Partnership are exchangeable for Shares at an exchange ratio
of one Share for each L.P. Unit, subject to adjustment as set forth in the
Partnership Agreement. However, pursuant to an agreement with the NYSE, in
connection with the listing of the Shares, TIC, TICICB and TICICD have agreed,
pursuant to the agreements dated May 2, 1996, December 23, 1996 and February
10, 1997, not to convert an aggregate of 405,456 units into Shares without the
approval of the Company's stockholders.

ITEM 4. PURPOSE OF TRANSACTION.

TIC acquired its Shares and the L.P. Units that are exchangeable into
Shares for investment purposes.

In each of January 1995, October 1995 and February 1996, the Board of
Directors of the Company approved the acquisition by the Operating Partnership
of an apartment community land site from TIC pursuant to the Land Rights
Agreement. The sale of the sites closed in March 1995, November 1995 and March
1996, respectively. The net cash purchase price for the site sold in March 1995
was $5,418,381 and was paid by the Operating Partnership in L.P. Units. The net
cash purchase price for the sites sold in November 1995 and March 1996 was
$4,190,000 and $2,519,000, respectively, and was paid by the Operating
Partnership in part through the issuance of L.P. Units. In each case, the
number of L.P. Units received by TIC, through IAH, was determined as provided
in Item 3 above. All such L.P. Units owned by IAH were transferred to TICICB in
June 1996 as provided in Item 2 above. Upon such transfer, IAH ceased to be a
limited partner of the Operating Partnership.

On June 30, 1995 the five limited partnerships of which IAH was the
sole general partner were liquidated and the 1,359,000 L.P. Units owned by such
limited partnerships were transferred to TIC. Upon such liquidation and
transfer, such limited partnerships ceased to be limited partners of the
Operating Partnership.

On August 9, 1995 and May 30, 1996, upon the receipt by the Operating
Partnership of the capital contribution from ILCI, ILCI received a limited
partner unit certificate representing 1,500,000 L.P. Units and 2,105 L.P.
Units, respectively. ILCI was admitted as an additional limited partner of the
Operating Partnership on August 9, 1995. ILCI acquired all such L.P. Units,
which are exchangeable for Shares on a one-for-one basis, for investment
purposes. All such L.P. Units were transferred to TICICA on June 21, 1996,
TICICA was admitted to the Operating Partnership as a Substitute Limited
Partner and ILCI ceased to be a limited partner of the Operating Partnership.
TICICA acquired such L.P. Units for investment purposes.

On July 3, 1996, upon the receipt by the Operating Partnership of the
capital contribution from TICICC, TICICC received a limited partner unit
certificate representing 1,490,700 L.P. Units and was admitted as an additional
limited partner of the Operating Partnership. TICICC acquired such L.P. Units,
which are exchangeable for Shares on a one-for-one basis, for investment
purposes.

Similarly, on February 20, 1997, upon the receipt by the Operating
Partnership of the capital contribution from TICICC, TICICC received a limited
partner unit certificate representing 1,394,194 L.P. Units. TICICC acquired
such L.P. Units, which

9
<PAGE> 10
are exchangeable for shares on a one-for-one basis, for investment purposes,
and TICICC acquired all L.P. Units that are exchangeable for Shares pursuant to
the DRIP Plan for investment purposes.

On December 1, 1993, TIC, directly and as general partner of certain
limited partnerships and one general partnership, and IAH as general partner of
certain limited partnerships (collectively, the "TIC Entities"), entered into
an Amended and Restated Agreement of Limited Partnership of Irvine Apartment
Communities, L.P. with the Company dated as of that date (as amended, the
"Partnership Agreement"). In accordance with the Partnership Agreement and as
described in Item 3, the TIC Entities effected the transfer of certain rental
apartment communities to the Operating Partnership in exchange for an aggregate
of 18,447,000 L.P. Units. Copies of the Partnership Agreement and all
amendments thereto are filed as exhibits hereto and are incorporated herein by
reference. The description herein of the Partnership Agreement is qualified in
its entirety by reference thereto.

The Company, as the sole general partner of the Operating Partnership,
has unilateral control over the management, operation and business of the
Operating Partnership including the ability to cause the Operating Partnership
to enter into certain major transactions including acquisitions, refinancings
and the selection of property managers and any changes in the Operating
Partnership's distribution policies. The Board of Directors of the Company
manages the affairs of the Operating Partnership.

Pursuant to the Miscellaneous Rights Agreement dated March 20, 1996
between the Company, the Operating Partnership and TIC (the "Miscellaneous
Rights Agreement"), TIC has the right to nominate three persons to the Board of
Directors of the Company so long as TIC, its affiliates, the stockholders of
TIC and their affiliates or immediate family members beneficially own at least
20% of the Shares of the Company (including for these purposes Shares issuable
upon exchange of L.P. Units). In the event that this ownership falls below 20%
but is at least 15%, TIC will have the right to nominate two persons for
election to the Board of Directors, and if this ownership falls below 15% but
is at least 10%, TIC will have the right to nominate one person for election to
the Board of Directors. A copy of the Miscellaneous Rights Agreement is filed
as Exhibit 12 hereto and is incorporated herein by reference. The description
herein of the Miscellaneous Rights Agreement is qualified in its entirety by
reference thereto.

Pursuant to the above, three TIC nominees have been elected to the
Company's nine member Board of Directors. Pursuant to Section 3.4 of the
Miscellaneous Rights Agreement, the Company agrees not to increase the size of
the Board of Directors to more than ten persons or to decrease the size of the
Board of Directors to less than eight persons without the written consent of
Irvine Persons (as defined therein) then owning, directly or indirectly, Shares
or L.P. Units. Pursuant to Article Ninth of the Articles of Incorporation and
Article III of the Company's Amended By-laws (the "Amended By-laws"), the
consent of directors representing more than 75% of the entire Board of
Directors is required with respect to certain actions including (i) a change of
control (as defined in Article Ninth of the Articles of Incorporation); (ii)
the amendment of the Company's Articles of Incorporation or Amended By-laws, or
the Partnership Agreement; (iii) any waiver or modification of the ownership
limits provisions set forth in the Articles of Incorporation; (iv) the merger,
consolidation or sale of all or substantially all the assets of the Company or
the Operating Partnership; (v) the issuance under certain circumstances of
certain equity securities of the Company; (vi) for the Company to take title to
assets or to conduct business other than through the Operating Partnership, or
for the Company or the Operating Partnership to engage in any business other
than the ownership, construction, development and operation of multi-family
rental apartment communities; (vii) making a general assignment for the benefit
of creditors; or (viii) terminating the Company's status as a REIT for tax
purposes. Copies of the Articles of Incorporation (Exhibits 13 and 14) and the
Amended By-laws (Exhibit 15) are incorporated herein by reference. The
description herein of the Articles of Incorporation and the Amended By-laws is
qualified in its entirety by reference thereto.

Pursuant to the Partnership Agreement, the consent of a majority of
the outstanding L.P. Units is required with respect to certain extraordinary
actions

10
<PAGE> 11
involving the Operating Partnership including (i) the amendment, modification
or termination of the Partnership Agreement, (ii) a general assignment for the
benefit of creditors or the appointment of a custodian, receiver or trustee for
any of the assets of the Operating Partnership, (iii) the institution of any
proceeding for bankruptcy of the Operating Partnership, (iv) the transfer of
any general partnership interests in the Operating Partnership, including
through any merger, consolidation or liquidation of the Company, subject to
certain exceptions, (v) the admission of any additional or substitute general
partner in the Operating Partnership; (vi) for the Company to take title to
assets (other than temporarily in connection with an acquisition prior to
contributing such assets to the Operating Partnership) or to conduct business
other than through the Operating Partnership; and (vii) for the Company or the
Operating Partnership to engage in any business other than the ownership,
construction, development and operation of apartment communities.

In addition, until such time as the Company owns 90% or more of the
total percentage interest in the Operating Partnership, the consent of the
limited partners holding a majority interest in the L.P. Units will also be
required with respect to the liquidation of the Operating Partnership, the sale
or other transfer of all or substantially all of the assets of the Operating
Partnership and certain mergers and business combinations resulting in the
complete disposition of all L.P. Units.

As general partner of the Operating Partnership, the Company has the
ability to cause the Operating Partnership to issue additional units of general
and limited partnership interests in the Operating Partnership. In the event
that the Operating Partnership issues new L.P. Units (for cash but not
property), TIC will have the right to purchase L.P. Units at a purchase price
equal to the purchase price in the transaction giving rise to such
participation right in order, and to the extent necessary, to maintain its
percentage interest in the Operating Partnership.

Pursuant to the Partnership Agreement, TIC and the other limited
partners of the Operating Partnership, their affiliates and certain related
persons have certain rights, exercisable once in each twelve-month period
beginning on December 8, 1994 to exchange generally up to one-third of the L.P.
Units owned by them for Shares (subject to the applicable ownership limit
provision of the Articles of Incorporation) and to tender up to one-third of
the L.P. Units owned by them to the Company for cash payable solely out of the
net proceeds of an offering of the Shares.

In the event that the Company issues (whether for cash or property)
any Shares or securities convertible into, or exchangeable or exercisable for,
Shares, TIC, subject to certain limited exceptions, including the issuance of
Shares pursuant to any stock incentive plan adopted by the Company or pursuant
to TIC's exercise of the exchange rights or cash tender rights described above,
will have the right to purchase Shares or such securities at a purchase price
equal to the purchase price in the transaction giving rise to the participation
rights in order to maintain its interest in the Company and the Operating
Partnership on a consolidated basis. However, other stockholders of the Company
would have no participation rights to purchase Shares or such securities and
any such issuances might cause a dilution of a stockholder's investment in the
Company.

The purpose of the TIC Entities in entering into the Partnership
Agreement and creating an UP-REIT structure was to provide new opportunities
for growth and to enhance the overall value of the contributed properties by
reducing the existing level of indebtedness and the amount of interest payable
after the Company's initial public offering. As a publicly-owned entity, TIC
believes that the Company has access to the public debt and equity capital
markets, which will provide increased opportunities for the development or
acquisition of apartment communities.

TIC intends to review from time to time the Company's business affairs
and financial position. Based on such evaluation and review, as well as general
economic and industry conditions existing at the time, TIC may consider from
time to time various alternative courses of action. Such actions may include,
subject to the ownership limit provisions of the Articles of Incorporation, the
acquisition of Shares through open market purchases, privately negotiated
transactions, tender offer,

11
<PAGE> 12
exchange offer or otherwise. Alternatively, such actions may involve the
exchange of L.P. Units for Shares, the exercise of the cash tender rights or
the sale of all or a portion of the Shares or L.P. Units in the open market, in
privately negotiated transactions, through a public offering or otherwise. On
March 14, 1997, TIC announced that its board of directors had authorized the
purchase of up to 1.2 million Shares from time to time in the open market or in
negotiated transactions over an indefinite period of time, depending on market
conditions and other factors. Except as set forth above, TIC has no plan or
proposals which relate to or would result in any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.

(a) The following table sets forth the beneficial ownership of each
person named in Item 2. The number of Shares beneficially owned through rights
to acquire represents the number of Shares into which L. P. Units beneficially
owned by the person are exchangeable. The percentage of all Shares of Common
Stock/L.P. Units owned assumes, with respect to each person, that all L.P.
Units beneficially owned by the person are exchanged for Shares and that none
of the L.P. Units held by other persons are exchanged for Shares.

12
<PAGE> 13
<TABLE>
<CAPTION>
SHARES PERCENT OF
NUMBER OF PERCENT OF BENEFICIALLY ALL SHARES
SHARES OF ALL SHARES OWNED OF COMMON
COMMON OF COMMON NUMBER OF (RIGHTS TO STOCK/L.P.
PERSON STOCK STOCK L.P. UNITS ACQUIRE)(2) UNITS
------ ----- ----- ---------- ----------- -----
<S> <C> <C> <C> <C> <C>
The Irvine Company 659,400 -- 24,005,968(1) 24,259,912(3) 55.9%
TIC Investment Company C -- -- 2,904,861(4) 2,904,861 12.8%
TIC Investment Company A -- -- 1,502,105(5) 1,502,105 7.1%
DBIAC Investment Company -- -- (6) (6) (6)
Donald Bren 183,325(6)(7) .9% --(8) --(8) .9%
Raymond L. Watson 20,000 .1% -- -- .1%
William H. McFarland 20,933 .1% -- -- .1%
Richard G. Sim 2,000 * -- -- *
Michael D. McKee 5,000 * -- -- *
Richard F. Alden 17,200 * -- -- *
Thomas H. Nielsen 24,000 .1% -- -- .1%
Carl E. Reichardt 60,000(9) .3% -- -- .3%
Peter V. Ueberroth 22,100 .1% -- -- .1%
William T. White III 6,000 * -- -- *
Donn B. Miller 975 * -- -- *
Gary H. Hunt 200 * -- -- *
</TABLE>

(1) The 24,005,968 L.P. Units include (i) 15,784,000 L.P. Units that TIC
received directly in exchange for its transfer of certain rental
apartment communities to the Operating Partnership, (ii) 1,359,000
L.P. Units that TIC received upon liquidation of certain limited
partnerships that contributed rental apartment communities to the
Operating Partnerships, (iii) the 160,000 L.P. Units that TIC received
upon liquidation of the general partnership that contributed rental
apartment communities to the Operating Partnership, (iv) 478,162 L.P.
Units that TIC controls through its general partnership interest in
TICICB, (v) 1,144,000 L.P. Units that TIC controls as the general
partner of two limited partnerships that contributed rental apartment
communities to the Operating Partnership, (vi) 4,406,966 L.P. Units
that TIC controls through its general partnership interest in TICICA
and TICICC and (vii) 673,840 L.P. Units that TIC controls through its
general partnership interest in TICICD.

(2) Assumes all of the L.P. Units are exchanged for Shares, without regard
to certain ownership limit provisions set forth in the Articles of
Incorporation. It is not anticipated that these ownership limit
provisions will be waived. TIC has the right, once in every twelve
month period beginning on December 8, 1994, generally to exchange up
to one third of the L.P. Units for Shares at an exchange ratio of one
L.P. Unit for each Share, subject to adjustment. The Articles of
Incorporation place a limit on ownership by TIC, Mr. Bren and their
affiliates, in the aggregate, of 20% of the Shares.

(3) Includes 659,400 Shares owned by TIC and 23,600,512 L.P. Units
beneficially owned by TIC (see footnote (1)). Excludes 405,456 L.P.
Units held by TICICB and TICICD which may not, pursuant to
arrangements with the NYSE and agreements with the Company, be
converted to Shares without approval of the Company's stockholders.

(4) The 2,904,861 L.P. Units are also included in the 24,005,968 L.P.
Units deemed to be beneficially owned by TIC because TIC is the
managing general partner of TICICC.

(5) The 1,502,105 L.P. Units were transferred to TICICA from ILCI on June
21, 1996. The 1,502,105 L.P. Units are also included in the 24,005,968
L.P. Units deemed to be beneficially owned by TIC because TIC is the
managing general partner of TICICA.

(6) DBIAC is the 1% general partner of TICICA, TICICB, TICICC and TICICD,
which in the aggregate own 5,558,968 L.P. Units (including 405,456
L.P. Units not

13
<PAGE> 14
convertible to Shares without approval of the Company's stockholders;
see footnote 3). TIC is the managing general partner of TICICA,
TICICB, TICICC and TICICD and such L.P. Units are included in the
24,005,968 L.P. Units deemed to be beneficially owned by TIC. The sole
shareholder of DBIAC is the Donald L. Bren Trust, dated June 26, 1987,
as amended, of which Mr. Donald Bren is the sole trustee. Assuming
the exchange of the 5,153,512 L.P. Units that are convertible into
Shares without stockholder approval, DBIAC would be deemed to
beneficially own 20.7% of the Shares. Since TIC is the managing
general partner of TICICA, TICICB, TICICC and TICICD, DBIAC disclaims
beneficial ownership of such Shares.

(7) Shares are held by a trust of which Mr. Bren is trustee.

(8) Mr. Bren may be deemed the beneficial holder of the Shares and the
L.P. Units beneficially owned by TIC due to his status as the sole
shareholder and Chairman of the Board of Directors of TIC. Assuming
the exchange of the 23,600,512 L.P. Units for Shares, Mr. Bren would
be deemed to beneficially own 56.3% of the Shares. Mr. Bren disclaims
beneficial ownership of the Shares and the LP Units directly or
indirectly owned by TIC.

(9) Includes 10,000 shares Mr. Reichardt has a right to acquire through a
pension trust account.

* Less than .1%

Except as set forth in this Item 5(a), neither TIC, TICICA nor TICICC,
nor any other person controlling TIC, TICICA or TICICC nor, to the best of its
knowledge, any persons named in Schedule A or Schedule B hereto beneficially
owns any Shares.

(b) The following table indicates, for each person listed in the above
table, the number of Shares beneficially owned as to which there is sole power
to vote or to direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, or shared power to dispose or to
direct the disposition. All persons listed below, including those referenced in
the footnotes, are citizens of the United States of America.

<TABLE>
<CAPTION>
SOLE SHARED SOLE SHARED
VOTING VOTING DISPOSITIVE DISPOSITIVE
PERSON POWER POWER POWER POWER
- ------ ----- ----- ----- -----
<S> <C> <C> <C> <C>
The Irvine Company(1) 24,259,912 0 24,259,912 0
TIC Investment Company A(1) 0 0 0 0
TIC Investment Company C 0 0 0 0
DBIAC Investment Company(2) 0 0 0 0
Donald Bren(3) 183,325 0 183,325 0
Raymond L. Watson 20,000 0 20,000 0
William H. McFarland(4) 0 20,933 0 20,933
Richard G. Sim(5) 0 2,000 0 2,000
Michael D. McKee 5,000 0 5,000 0
Richard F. Alden(6) 15,000 2,200 15,000 2,200
Thomas H. Nielsen(7) 4,000 20,000 4,000 20,000
Carl E. Reichardt 60,000 0 60,000 0
Peter V. Ueberroth(8) 2,100 20,000 2,100 20,000
William T. White, III(9) 1,000 5,000 1,000 5,000
Donn B. Miller(10) 0 975 0 975
Gary H. Hunt(11) 0 0 0 0
</TABLE>

(1) TIC, as a contributor of properties to the Operating Partnership in
exchange for 15,784,000 L.P. Units; as the transferee of 1,359,000
L.P. Units upon the liquidation of five limited partnerships that
contributed properties to the Operating Partnership; as the transferee
of 160,000 L.P. Units upon the liquidation of the general partnership
that contributed rental apartment communities to the Operating
Partnership; as the managing general partner of TICICB which received
259,730 L.P. Units (excluding 218,432 L.P. Units not

14
<PAGE> 15
convertible into Shares without the approval of the Company's
stockholders) pursuant to an agreement dated June 21, 1996; as the
direct or indirect owner of the two limited partnerships that
contributed properties to the Operating Partnership in exchange for
1,144,000 L.P. Units; as the managing general partner of TICICA which
received 1,502,105 L.P. Units pursuant to an agreement dated June 21,
1996; as the managing general partner of TICICC which received
1,490,700 L.P. Units pursuant to an agreement dated July 3, 1996,
7,637, 6,109, 1,394,194 and 6,221 L.P. Units on August 30, 1996,
November 27, 1996, February 20, 1997 and February 28, 1997,
respectively, which TICICC purchased; and as the managing general
partner of TICICD which received 115,544 L.P. Units pursuant to an
agreement dated July 30, 1996, 185,556 L.P. Units pursuant to an
agreement dated December 23, 1996 (excluding 59,301 L.P. Units that
are not convertible into Shares without the approval of the Company's
stockholders) and 185,716 L.P. Units pursuant to an agreement dated
February 10, 1997 (excluding 127,723 L.P. Units that are not
convertible into Shares without the approval of the Company's
stockholders), has sole power to vote or direct the vote and to
dispose or direct the disposition (subject to the provisions of the
Partnership Agreement and the Miscellaneous Rights Agreement) of
23,600,512 L.P. Units. TIC directly owns 659,400 Shares purchased on
the open market.

(2) DBIAC is the 1% general partner of TICICA, TICICB, TICICC and TICICD,
which in the aggregate own 5,558,968 L.P. Units (including 405,456
L.P. Units not convertible into Shares without the approval of the
Company's stockholders). TIC is the managing general partner of
TICICA, TICICB, TICICC and TICICD and such L.P. Units deemed to be
beneficially owned by TIC. The sole shareholder of DBIAC is the Donald
L. Bren Trust, dated June 26, 1987. as amended, which Mr. Donald Bren
is the sole trustee. Since TIC is the managing general partner of
TICICA, TICICB, TICICC and TICICD, TIC has sole voting and dispositive
power with respect to such L.P. Units.

(3) Shares are held by a trust of which Mr. Bren is trustee.

(4) Voting and Dispositive Power is shared by Mr. McFarland's spouse,
Rose-Marie McFarland.

(5) 2,000 shares are held in a trust, the co-trustees of which are Mr. Sim
and Mr. Sim's spouse, Ann Sim.

(6) Voting and Dispositive Power is shared by Mr. Alden's spouse, Marjorie
L. Alden.

(7) 20,000 shares are held in a trust, the co-trustees of which are Mr.
Nielsen and his spouse, Marilyn Nielsen.

(8) 10,000 shares are held in a trust, the co-trustees of which are Mr.
Ueberroth and Mr. Ueberroth's spouse, Virginia M. Ueberroth and 10,000
shares are held in a charitable foundation in which Mr. Ueberroth
shares voting and dispositive power.

(9) 5,000 shares are held in a trust, the co-trustees of which are Mr.
White and Terril E. Magee. Mr. Magee is an Executive Assistant of
Blanco Investments and Land, Ltd. located at 230 Newport Center Dr.,
Suite 300, Newport Beach, CA 92660.

(10) 975 shares are held in a trust, the co-trustees of which are Mr.
Miller and his spouse, Margaret Miller.

(11) 200 shares are held in the Hunt Family Trust dated 12/6/93, but Mr.
Hunt does not direct the voting or disposition of the shares and is
not the trustee.

(c) Other than the transactions described in Items 3 and 4
above, there have not been any transactions effected during the past
60 days by the persons named in response to paragraph (a).

(d) Inapplicable.

(e) Inapplicable.

15
<PAGE> 16
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.

Pursuant to the Miscellaneous Rights Agreement, the Company has
granted to TIC, its affiliates and certain related persons, registration rights
with respect to Shares owned by them whether acquired upon exchange of L.P.
Units pursuant to certain exchange rights, upon exercise of any option or right
of first refusal pursuant to the Land Rights Agreement (defined below),
pursuant to TIC's participation rights, in the open market or otherwise. These
registration rights, with certain limitations, grant such parties the
opportunity to demand registration of all or any portion of the Shares one time
each calendar year and the right to have such Shares registered incidentally to
any registration being conducted by the Company of Shares, securities
convertible or exchangeable for Shares or securities substantially similar to
Shares. The Company will bear expenses incident to its registration
requirements under the registration rights, except that such expenses will not
include any underwriting discounts or commissions.

The Company, TIC, the Operating Partnership and Mr. Bren entered into
an Exclusive Land Rights and Noncompetition Agreement dated as of November 21,
1993 (as amended, the "Land Rights Agreement") which through July 31, 2020
provides the Company with the exclusive right, but not the obligation, to
acquire all land sites on the Irvine Ranch which are entitled for residential
development and designated by TIC as ready for rental apartment community
development (the "Future Land Sites"). The purchase price for each Future Land
Site is determined by appraisal and will be payable by the Company in cash,
L.P. Units or Shares at the option of the Company for Future Land Site purchase
rights exercised on or before July 31, 2000, and thereafter at the option of
TIC, but subject to a determination by a committee of independent directors of
the Board of Directors of the Company that the method of payment will not
adversely affect the Company's qualification as a Real Estate Investment Trust.
A copy of the Land Rights Agreement and all amendments thereto are filed as
exhibits hereto and are incorporated herein by reference.

The Company, the Operating Partnership, TIC and IAH have entered into
an Agreement dated May 2, 1996, pursuant to which TIC and IAH agreed to certain
limitations on their ability to convert or transfer a portion of the L.P. Units
held by IAH. A copy of the May 2, 1996 Agreement is filed as Exhibit 20 hereto
and is incorporated herein by reference. Pursuant to the June 21, 1996
agreement described in Item 2, TICICB assumed IAH's obligations under such
agreement.

The Company, the Operating Partnership, TIC and TICICD have entered
into two agreements, dated December 23, 1996 and February 10, 1997, pursuant to
which TIC and TICICD agreed to certain limitations on their ability to convert
or transfer a portion of the L.P. Units held by TICICD. Copies of the December
23, 1996 and the February 10, 1997 agreements are filed as Exhibits 21 and 22
hereto respectively, and are incorporated herein by this reference.

Except for the agreements described in this Schedule 13D, to the best
knowledge of the persons signing this schedule, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the
persons enumerated in Item 2, and any other person, with respect to any
securities of the Company, including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.

16
<PAGE> 17
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C>
1 Joint Filing Agreement dated as of July 12, 1996 among TIC, TICICA, TICICC and Donald Bren (previously filed
with Amendment No. 5 to this Schedule 13D)

2 Amended and Restated Agreement of Limited Partnership of Irvine Apartment Communities, L.P. dated as of
December 1, 1993 among the Company, TIC and certain related parties of TIC (the "Partnership Agreement")
(previously filed with the original of this Schedule 13D)

3 Agreement dated March 7, 1995 between IAH and the Company, in its capacity as general partner of the
Operating Partnership, supplementing the Partnership Agreement (previously filed with Amendment No. 4 to this
Schedule 13D)

4 Amendment No. 1 dated as of April 20, 1995 to the Partnership Agreement among the Company, in its capacity as
general partner of the Operating Partnership, and the limited partners named therein (previously filed with
Amendment No. 4 to this Schedule 13D)

5 Agreement dated June 30, 1995 among the Company, in its capacity as general partner of the Operating
Partnership, certain limited partnerships (the "Partnerships") which were limited partners of the Operating
Partnership named therein, and IAH and Irvine Industrial Development Company ("IIDC"), in their capacities as
partners of the Partnerships, supplementing the Partnership Agreement (previously filed with Amendment No. 4
to this Schedule 13D)

6 Amendment No. 2 dated as of July 18, 1995 to the Partnership Agreement among the Company, in its capacity as
general partner of the Operating Partnership, and the limited partners named therein (previously filed with
Amendment No. 4 to this Schedule 13D)

7 Amendment No. 3 dated as of August 9, 1995 to the Partnership Agreement among the Company, in its capacity as
general partner of the Operating Partnership, ILCI and the limited partners named therein (previously filed
with Amendment No. 4 to this Schedule 13D)

8 Amendment No. 4 dated as of March 20, 1996 to the Partnership Agreement among the Company, in its capacity as
general partner of the Operating Partnership, and the limited partners named therein (previously filed with
Amendment No. 5 to this Schedule 13D)

9 Amendment No. 5 dated as of May 1, 1996 to the Partnership Agreement among the Company, in its capacity as
general partner of the Operating Partnership, and the limited partners named therein (previously filed with
Amendment No. 5 to this Schedule 13D)

10 Agreement dated June 21, 1996 among Parkwest Associates, ILCI, IAH, the Company, in its capacity as general
partner of the Operating Partnership, IIDC, TICICA, TICICB and TIC (previously filed with Amendment No. 5 to
this Schedule 13D)

11 Agreement dated July 3, 1996 between the Company, in its capacity as general partner of the Operating
Partnership, and TICICC, supplementing the Partnership Agreement (previously filed with Amendment No. 5 to
this Schedule 13D)
</TABLE>

17
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C>
12 Miscellaneous Rights Agreement dated as of March 20, 1996 among the Company, TIC and the Operating
Partnership (previously filed with Amendment No. 5 to this Schedule 13D)

13 Articles of Amendment and Restatement of the Company (previously filed with Amendment No. 5 to this Schedule
13D)

14 Articles of Merger Between the Company and Irvine Apartment Communities, Inc., a Delaware corporation, dated
as of May 2, 1996 (previously filed with Amendment No. 5 to this Schedule 13D)

15 Amended By-laws of the Company (previously filed with Amendment No. 5 to this Schedule 13D)

16 Exclusive Land Rights and Noncompetition Agreement dated as of November 23, 1993 among the Company, the
Operating Partnership, TIC and Donald Bren (the "Land Rights Agreement") (previously filed with the original
of this Schedule 13D)

17 Amendment No. 1 dated April 20, 1995 to the Land Rights Agreement (previously filed with Amendment No. 4 to
this Schedule 13D)

18 Amendment No. 2 dated as of July 18, 1995 to the Land Rights Agreement (previously filed with Amendment No. 4
to this Schedule 13D)

19 Amendment No. 3 dated as of May 2, 1996 to the Land Rights Agreement (previously filed with Amendment No. 5
to this Schedule 13D)

20 Agreement dated May 2, 1996 among the Company, TIC and IAH (previously filed with Amendment No. 5 to this
Schedule 13D)

21 Agreement dated December 23, 1996 among the Company, the Operating Partnership, TIC and TICICD

22 Agreement dated February 10, 1997 among the Company, the Operating Partnership, TIC and TICICD (previously
filed with Amendment No. 6 to this Schedule 13D)

23 Agreement dated July 30, 1996 between the Company, in its capacity as general partner of the Operating
Partnership and TICICD, supplementing the Partnership Agreement (previously filed with Amendment No. 6 to
this Schedule 13D)

24 Amendment No. 6 dated as of June 30, 1996 to the Partnership Agreement among the Company, in its capacity as
general partner of the Operating Partnership, and the limited partners named therein (previously filed with
Amendment No. 6 to this Schedule 13D)

25 Amendment No. 7 dated as of February 4, 1997 to the Partnership Agreement among the Company, in its capacity
as general partner of the Operating Partnership, and the limited partners named therein (previously filed
with Amendment No. 6 to this Schedule 13D)
</TABLE>

18
<PAGE> 19
SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct. Date: April 3, 1997

THE IRVINE COMPANY

By: /s/ Michael D. McKee
Name: Michael D. McKee
Title: Executive
Vice-President

TIC INVESTMENT COMPANY A

By: THE IRVINE COMPANY, its managing
general partner

By: /s/ Michael D. McKee
Name: Michael D. McKee
Title: Secretary

TIC INVESTMENT COMPANY C

By: THE IRVINE COMPANY, its managing
general partner

By: /s/ Michael D. McKee
Name: Michael D. McKee
Title: Secretary

/s/ Donald L. Bren
DONALD L. BREN

19
<PAGE> 20
SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF TIC

The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of The Irvine
Company ("TIC") are set forth below. If no business address is given the
director's or officer's business address is 550 Newport Center Drive, Newport
Beach, CA 92658-8904. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to TIC. There are no executive officers
who are not also directors. All of the persons listed below are citizens of the
United States of America.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION INCLUDING
NAME AND NAME AND ADDRESS(1)
BUSINESS ADDRESS OF EMPLOYER
---------------- -----------
<S> <C>
Donald Bren Chairman and Chief Executive Officer
Raymond L. Watson Vice Chairman
Gary H. Hunt Executive Vice President Corporate Affairs
William H. McFarland Executive Vice President Land and Residential Development
Richard G. Sim Executive Vice President Investment Properties
Michael D. McKee, Esq Executive Vice President, Chief Financial Officer and Corporate Secretary
</TABLE>

(1) Same address as director's or officer's business address except where
indicated.

20
<PAGE> 21
<TABLE>
<S> <C>
Richard F. Alden Private Investor
11340 West Olympic Blvd,
Suite 280
Los Angeles, CA 90064

Donald M. Koll Chairman and Chief
4343 Von Karman Avenue Executive Officer,
Newport Beach, CA 92660 The Koll Company

Benjamin V. Lambert Chairman and Chief
40 West 57th Street Executive Officer,
New York, NY 10019 Eastdil Realty Company

Donn B. Miller, Esq President and Chief
136 El Camino, Suite 216 Executive Officer,
Beverly Hills, CA 90212 Pearson-Sibert Oil Company
of Texas

Thomas H. Nielsen Consulting Director,
600 Anton Blvd., U.S. Trust of California
Suite 150
Costa Mesa, CA 92626-7147

Carl E. Reichardt Retired Chairman and Chief
420 Montgomery St., Executive Officer, Wells
12th Floor Fargo Bank
San Francisco, CA 94104

Thomas C. Sutton Chairman and Chief Executive
700 Newport Center Drive Executive Officer, Pacific
Newport Beach, CA 92660 Mutual Life Insurance
Company

Peter V. Ueberroth Managing Director,
500 Newport Center Drive Contrarian Group
Newport Beach, CA 92660

William T. White, III President, Blanco
230 Newport Center Drive, Investments and Land Ltd.
Suite 300
Newport Beach, CA 92660
</TABLE>

21
<PAGE> 22
SCHEDULE B

DIRECTORS AND EXECUTIVE OFFICERS OF DBIAC INVESTMENT COMPANY

The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of DBIAC Investment
Company are set forth below. If no business address is given the director's or
officer's business address is 550 Newport Center Drive, Newport Beach, CA
92658-8904. There are no executive officers that are not also directors. All of
the persons listed below are citizens of the United States of America.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION INCLUDING
NAME AND NAME AND ADDRESS(1)
BUSINESS ADDRESS OF EMPLOYER
---------------- -----------
<S> <C>
Donald L. Bren Chairman and Chief Executive Officer

Gary Babick President

M. A. Pope Senior Vice President, Chief Financial Officer and Secretary
</TABLE>

(1) Same address as director's or officer's business address except where
indicated.

22
<PAGE> 23
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
1 Joint Filing Agreement dated as of July 12, 1996 among TIC, TICICA, TICICC and Donald Bren
(previously filed with Amendment No. 5 to this Schedule 13D)

2 Amended and Restated Agreement of Limited Partnership of Irvine Apartment Communities, L.P.
dated as of December 1, 1993 among the Company, TIC and certain related parties of TIC (the
"Partnership Agreement") (previously filed with the original of this Schedule 13D)

3 Agreement dated March 7, 1995 between IAH and the Company, in its capacity as general
partner of the Operating Partnership, supplementing the Partnership Agreement (previously
filed with Amendment No. 4 to this Schedule 13D)

4 Amendment No. 1 dated as of April 20, 1995 to the Partnership Agreement among the Company,
in its capacity as general partner of the Operating Partnership, and the limited partners
named therein (previously filed with Amendment No. 4 to this Schedule 13D)

5 Agreement dated June 30, 1995 among the Company, in its capacity as general partner of the
Operating Partnership, certain limited partnerships (the "Partnerships") which were limited
partners of the Operating Partnership named therein, and IAH and Irvine Industrial
Development Company ("IIDC"), in their capacities as partners of the Partnerships,
supplementing the Partnership Agreement (previously filed with Amendment No. 4 to this
Schedule 13D)

6 Amendment No. 2 dated as of July 18, 1995 to the Partnership Agreement among the Company, in
its capacity as general partner of the Operating Partnership, and the limited partners named
therein (previously filed with Amendment No. 4 to this Schedule 13D)

7 Amendment No. 3 dated as of August 9, 1995 to the Partnership Agreement among the Company,
in its capacity as general partner of the Operating Partnership, ILCI and the limited
partners named therein (previously filed with Amendment No. 4 to this Schedule 13D)

8 Amendment No. 4 dated as of March 20, 1996 to the Partnership Agreement among the Company,
in its capacity as general partner of the Operating Partnership, and the limited partners
named therein (previously filed with Amendment No. 5 to this Schedule 13D)

9 Amendment No. 5 dated as of May 1, 1996 to the Partnership Agreement among the Company, in
its capacity as general partner of the Operating Partnership, and the limited partners named
therein (previously filed with Amendment No. 5 to this Schedule 13D)
</TABLE>

23
<PAGE> 24
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
10 Agreement dated June 21, 1996 among Parkwest Associates, ILCI, IAH, the Company, in its
capacity as general partner of the Operating Partnership, IIDC, TICICA, TICICB and TIC,
supplementing the Partnership Agreement (previously filed with Amendment No. 5 to this
Schedule 13D)

11 Agreement dated July 3, 1996 between the Company, in its capacity as general partner of the
Operating Partnership, and TICICC, supplementing the Partnership Agreement (previously filed
with Amendment No. 5 to this Schedule 13D)

12 Miscellaneous Rights Agreement dated as of March 20, 1996 among the Company, TIC and the
Operating Partnership (previously filed with Amendment No. 5 to this Schedule 13D)

13 Articles of Amendment and Restatement of the Company (previously filed with Amendment No. 5
to this Schedule 13D)

14 Articles of Merger Between the Company and Irvine Apartment Communities, Inc., a Delaware
corporation, dated as of May 2, 1996 (previously filed with Amendment No. 5 to this Schedule
13D)

15 Amended By-laws of the Company (previously filed with Amendment No. 5 to this Schedule 13D)

16 Exclusive Land Rights and Noncompetition Agreement dated as of November 23, 1993 among the
Company, the Operating Partnership, TIC and Donald Bren (the "Land Rights Agreement")
(previously filed with the original of this Schedule 13D)

17 Amendment No. 1 dated April 20, 1995 to the Land Rights Agreement (previously filed with
Amendment No. 4 to this Schedule 13D)

18 Amendment No. 2 dated as of July 18, 1995 to the Land Rights Agreement (previously filed
with Amendment No. 4 to this Schedule 13D)

19 Amendment No. 3 dated as of May 2, 1996 to the Land Rights Agreement (previously filed with
Amendment No. 5 to this Schedule 13D)

20 Agreement dated May 2, 1996 among the Company, TIC and IAH (previously filed with Amendment
No. 5 to this Schedule 13D)

21 Agreement dated December 23, 1996 among the Company, the Operating Partnership, TIC and
TICICD (previously filed with Amendment No. 6 to this Schedule 13D)

22 Agreement dated February 10, 1997 among the Company, the Operating Partnership, TIC and
TICICD (previously filed with Amendment No. 6 to this Schedule 13D)

23 Agreement dated July 30, 1996 between the Company, in its capacity as general partner of the
Operating Partnership and TICICD, supplementing the Partnership Agreement (previously filed
with Amendment No. 6 to this Schedule 13D)
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24
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24 Amendment No. 6 dated as of June 30, 1996 to the Partnership Agreement among the Company, in
its capacity as general partner of the Operating Partnership, and the limited partners named
therein (previously filed with Amendment No. 6 to this Schedule 13D)

25 Amendment No. 7 dated as of February 4, 1997 to the Partnership Agreement among the Company,
in its capacity as general partner of the Operating Partnership, and the limited partners
named therein (previously filed with Amendment No. 6 to this Schedule 13D)
</TABLE>