<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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)
February 28, 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: [ ]
<PAGE> 2
SCHEDULE 13D
- ------------------------------ --------------------------------
| | | |
|CUSIP No. 46360610 | | Page 2 of 39 Pages |
----------------- ------ ------
|----------------------------| |------------------------------|
- ---------------------------------------------------------------------------
| 1 | NAME 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* |
| | OO |
|----|--------------------------------------------------------------------|
| 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 |
| | | 23,600,512 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | -0- (See Item 5) |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 23,600,512 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | -0- (See Item 5) |
|--------------------|----|-----------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 23,600,512 |
|-------------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
| | CERTAIN SHARES* [ ] |
|----|--------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 54.4% |
|----|--------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|----|--------------------------------------------------------------------|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88)
Page 2 of 39
<PAGE> 3
SCHEDULE 13D
- ------------------------------ --------------------------------
| | | |
|CUSIP No. 46360610 | | Page 3 of 39 Pages |
----------------- ------ ------
|----------------------------| |------------------------------|
- ---------------------------------------------------------------------------
| 1 | NAME 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* |
| | OO |
|----|--------------------------------------------------------------------|
| 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 |
| | | -0- (See Item 5) |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | -0- (See Item 5) |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- (See Item 5) |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | -0- (See Item 5) |
|--------------------|----|-----------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,502,105 |
|----|--------------------------------------------------------------------|
| 12 | CHECK BOX IF THE 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)
Page 3 of 39
<PAGE> 4
SCHEDULE 13D
- ------------------------------ --------------------------------
| | | |
|CUSIP No. 46360610 | | Page 4 of 39 Pages |
----------------- ------ ------
|----------------------------| |------------------------------|
- ---------------------------------------------------------------------------
| 1 | NAME 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* |
| | OO |
|----|--------------------------------------------------------------------|
| 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 |
| | | -0- (See Item 5) |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | -0- (See Item 5) |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- (See Item 5) |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | -0- (See Item 5) |
|--------------------|----|-----------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 2,904,861 |
|----|--------------------------------------------------------------------|
| 12 | CHECK BOX IF THE 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 4 of 39
<PAGE> 5
SCHEDULE 13D
- ------------------------------ --------------------------------
| | | |
|CUSIP No. 46360610 | | Page 5 of 39 Pages |
----------------- ------ -----
|----------------------------| |------------------------------|
- ---------------------------------------------------------------------------
| 1 | NAME 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 |
| | | 183,325 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 183,325 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|--------------------|----|-----------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 183,325 |
|----|--------------------------------------------------------------------|
| 12 | CHECK BOX IF THE 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 5 of 39
<PAGE> 6
This Amendment No. 6 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
Page 6 of 39
<PAGE> 7
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
Page 7 of 39
<PAGE> 8
("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.
Mr. Bren is the Chairman of the Board and the Chief Executive
Officer, as well as the sole
Page 8 of 39
<PAGE> 9
shareholder, of TIC. Mr. Bren disclaims beneficial ownership of the Shares
directly or indirectly owned by TIC, TICICA, TICICB, TICICC and TICICD.
During the last five years, neither 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
Page 9 of 39
<PAGE> 10
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,
Page 10 of 39
<PAGE> 11
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 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
Page 11 of 39
<PAGE> 12
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
Page 12 of 39
<PAGE> 13
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.
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
Page 13 of 39
<PAGE> 14
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 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
Page 14 of 39
<PAGE> 15
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
Page 15 of 39
<PAGE> 16
from TICICC, TICICC received a limited partner unit certificate representing
1,394,194 L.P. Units. TICICC acquired such L.P. Units, which 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
Page 16 of 39
<PAGE> 17
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
Page 17 of 39
<PAGE> 18
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
Page 18 of 39
<PAGE> 19
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 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
Page 19 of 39
<PAGE> 20
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.
Page 20 of 39
<PAGE> 21
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
Page 21 of 39
<PAGE> 22
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, 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. 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
Page 22 of 39
<PAGE> 23
and that none of the L.P. Units held by other persons are exchanged for Shares.
<TABLE>
<CAPTION>
Percent of
Number of Percent of Shares All Shares
Shares of All Shares Beneficially of Common
Common of Common Number of Owned (Rights to Stock/L.P.
Person Stock Stock L.P. Units Acquire)(2) Units
------ --------- ---------- ---------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
The Irvine Company -- -- 24,005,968(1) 23,600,512(3) 54.4%
TIC Investment -- -- 2,904,861(4) 2,904,861 12.8%
Company C
TIC Investment -- -- 1,502,105(5) 1,502,105 7.1%
Company A
DBIAC Investment -- -- (6) (6) (6)
Company
Donald Bren 183,325(6)(7) .9% --(8) --(8) .9%
Raymond L. Watson 20,000 .1% -- -- .1%
William H. McFarland 20,647 .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 * -- -- *
</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.
Page 23 of 39
<PAGE> 24
(3) 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 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 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 54.6% of the Shares. Mr.
Bren disclaims beneficial ownership of the Shares 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
Page 24 of 39
<PAGE> 25
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) 23,600,512 0 23,600,512 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 20,647 0 20,647
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
</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 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.
(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
Page 25 of 39
<PAGE> 26
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.
(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.
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
Page 26 of 39
<PAGE> 27
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.
Page 27 of 39
<PAGE> 28
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.
Page 28 of 39
<PAGE> 29
Item 7. Material to be Filed as Exhibits.
Exhibit Description
------- -----------
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)
Page 29 of 39
<PAGE> 30
Exhibit Description
------- -----------
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)
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)
Page 30 of 39
<PAGE> 31
Exhibit Description
------- -----------
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
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
24 Amendment No. 6 dated as of June 39, 1996 to the Partnership
Agreement among the Company, in its capacity as general partner of
the Operating Partnership, and the limited partners named therein
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
Page 31 of 39
<PAGE> 32
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: February 28, 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
Page 32 of 39
<PAGE> 33
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.
Present Principal
Occupation Including
Name and Name and Address(1)
Business Address of Employer
---------------- --------------------
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
- --------
(1) Same address as director's or officer's business address except where
indicated.
Page 33 of 39
<PAGE> 34
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
Page 34 of 39
<PAGE> 35
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.
Present Principal
Occupation Including
Name and Name and Address(1)
Business Address of Employer
---------------- --------------------
Donald L. Bren........................ Chairman and Chief
Executive Officer
Gary Babick........................... President
M. A. Pope............................ Senior Vice President,
Chief Financial Officer
and Secretary
- --------
(1) Same address as director's or officer's business address except where
indicated.
Page 35 of 39
<PAGE> 36
EXHIBIT INDEX
Exhibit Description Page
------- ----------- ----
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)
Page 36 of 39
<PAGE> 37
Exhibit Description Page
------- ----------- ----
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,
supplementing the Partnership
Agreement (previously filed with
Amendment No. 5 to this Schedule
13D)
Page 37 of 39
<PAGE> 38
Exhibit Description Page
------- ----------- ----
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)
Page 38 of 39
<PAGE> 39
Exhibit Description Page
------- ----------- ----
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
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
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
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
Page 39 of 39
<PAGE> 1
EXHIBIT 21
<PAGE> 2
AGREEMENT RELATING TO RESTRICTIONS ON TRANSFER, CONVERTIBILITY AND REDEMPTION OF
THE 244,857 L.P. UNITS ISSUED IN DECEMBER 1996 AS CONSIDERATION FOR THE PURCHASE
OF THE SANTA ROSA PHASE II LAND SITE.
Agreement dated December 23, 1996 between Irvine Apartment Communities,
Inc., a Maryland corporation (the "Company"), Irvine Apartment Communities,
L.P., a Delaware limited partnership (the "Partnership"), The Irvine Company, a
Michigan corporation, and TIC Investment Company D, a California general
partnership ("TICICD").
RECITALS
WHEREAS, pursuant to the Exclusive Land Rights and Non-Competition
Agreement dated as of November 21, 1993, as amended by Amendments No. 1, No. 2
and No. 3 thereto, on December 23, 1996 The Irvine Company and TICICD sold
certain land to the Partnership for 244,857 units of limited partnership
interest (the "L.P. Units") in the Partnership, which L.P. Units are convertible
into 244,857 shares (the "Shares") of Common Stock, par value $.01 per share
("Common Stock"), of the Company in accordance with Section 8.6 of the Amended
and Restated Agreement of Limited Partnership of the Partnership dated as of
December 1, 1993, as amended (the "Partnership Agreement");
WHEREAS, such L.P. Units are represented by L.P. Unit Certificate No.
24 registered in the name of TICICD ("Certificate No. 24");
WHEREAS, as of the date of this Agreement there are 18,555,647 shares
of Common Stock outstanding;
WHEREAS, in connection with the listing on the New York Stock Exchange
(the "NYSE"), upon official notice of issuance, of the Shares, The Irvine
Company and TICICD have agreed for purposes of NYSE Rule 312.03 to certain
limitations on their ability to convert into Common Stock and to transfer 59,301
(the "Excess L.P. Units") of such 244,857 L.P. Units as set forth in this
Agreement; and
WHEREAS, the NYSE will list 185,556 of the Shares upon the condition
that this Agreement is executed by the parties hereto and will permit the
listing of the Shares underlying the Excess L.P. Units only upon the Company
obtaining shareholder approval in accordance with NYSE Rule 312.05 of the
exchange of such L.P. Units for Common Stock (the "Shareholder Approval").
NOW, THEREFORE, in consideration of the premises and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Irvine Company and TICICD agree that they will not convert, or
cause the conversion of, more than 185,556 of such 244,857 L.P. Units into
Common Stock of the
<PAGE> 3
Company. The Irvine Company and TICICD further agree that the Excess L.P. Units
may only be redeemed by the Partnership for cash, including as a result of an
exercise by The Irvine Company and TICICD of their cash tender rights pursuant
to Section 8.6 of the Partnership Agreement.
2. The Irvine Company and TICICD further agree not to Transfer (as
defined in the Partnership Agreement) all or any portion of the Excess L.P.
Units to any Person (as defined in the Partnership Agreement) unless the
proposed transferee agrees in writing to be bound by the terms of this Agreement
with respect to the Excess L.P. Units so transferred.
3. The following legend shall be placed on Certificate No. 24:
"THE TRANSFER OF THE L.P. UNITS REPRESENTED BY THIS
CERTIFICATE AND THE CONVERSION THEREOF INTO COMMON STOCK
OF IRVINE APARTMENT COMMUNITIES, INC. (THE "COMPANY") ARE
SUBJECT TO THE LIMITATIONS SET FORTH IN AN AGREEMENT DATED
DECEMBER 23, 1996, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE."
4. The restrictions on Transfer and conversion of the Excess L.P. Units
set forth in this Agreement shall terminate and be of no further force and
effect if the Shareholder Approval is obtained.
5. The provisions of this Agreement shall only apply to the 244,857
L.P. Units represented by Certificate No. 24 and any L.P. Unit certificates
issued on transfer or exchange thereof and shall not apply to any other L.P.
Units issued by the Partnership.
6. This Agreement shall constitute the consent of The Irvine Company
and TICICD required by Sections 7.3.A(5) and 7.3.D(iv) of the Partnership
Agreement and the parties hereto authorize the Company to provide a copy of this
Agreement to the NYSE.
7. Except as set forth herein, the provisions of the Partnership
Agreement shall apply to such 244,857 L.P. Units.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
IRVINE APARTMENT COMMUNITIES, INC.
By: /s/ James E. Mead
-----------------------------------------------
James E. Mead
Senior Vice President and
Chief Financial Officer
2
<PAGE> 4
IRVINE APARTMENT COMMUNITIES, L.P.
By: Irvine Apartment Communities, Inc., its General
Partner
By: /s/ James E. Mead
----------------------------------------------
James E. Mead
Senior Vice President and Chief
Financial Officer
THE IRVINE COMPANY
By: /s/ David A. Patty
----------------------------------------------
Name: David A. Patty
Title: Senior Vice President
By: /s/ Richard Pianin
----------------------------------------------
Name: Richard Pianin
Title: Senior Vice President
TIC INVESTMENT COMPANY D
By: The Irvine Company, a General Partner
By: /s/ David A. Patty
----------------------------------------------
Name: David A. Patty
Title: Senior Vice President
By: /s/ Richard Pianin
----------------------------------------------
Name: Richard Pianin
Title: Senior Vice President
3
<PAGE> 1
EXHIBIT 22
<PAGE> 2
AGREEMENT RELATING TO RESTRICTIONS ON TRANSFER, CONVERTIBILITY AND REDEMPTION OF
THE 313,439 L.P. UNITS ISSUED IN FEBRUARY 1997 AS CONSIDERATION FOR THE PURCHASE
OF THE RANCHO SANTA FE LAND SITE.
Agreement dated February 10, 1997 between Irvine Apartment Communities,
Inc., a Maryland corporation (the "Company"), Irvine Apartment Communities,
L.P., a Delaware limited partnership (the "Partnership"), The Irvine Company, a
Michigan corporation, and TIC Investment Company D, a California general
partnership ("TICICD").
RECITALS
WHEREAS, pursuant to the Exclusive Land Rights and Non-Competition
Agreement dated as of November 21, 1993, as amended by Amendments No. 1, No. 2
and No. 3 thereto, on February 10, 1997 The Irvine Company and TICICD sold
certain land to the Partnership for 313,439 units of limited partnership
interest (the "L.P. Units") in the Partnership, which L.P. Units are convertible
into 313,439 shares (the "Shares") of Common Stock, par value $.01 per share
("Common Stock"), of the Company in accordance with Section 8.6 of the Amended
and Restated Agreement of Limited Partnership of the Partnership dated as of
December 1, 1993, as amended (the "Partnership Agreement");
WHEREAS, such L.P. Units are represented by L.P. Unit Certificate No. 26
registered in the name of TICICD ("Certificate No. 26);
WHEREAS, as of the date of this Agreement there are 18,571,647 shares of
Common Stock outstanding;
WHEREAS, in connection with the listing on the New York Stock Exchange (the
"NYSE"), upon official notice of issuance, of the Shares, The Irvine Company and
TICICD have agreed for purposes of NYSE Rule 312.03 to certain limitations on
their ability to convert into Common Stock and to transfer 127,723 (the "Excess
L.P. Units") of such 313,439 L.P. Units as set forth in this Agreement; and
WHEREAS, the NYSE will list 185,716 of the Shares upon the condition that
this Agreement is executed by the parties hereto and will permit the listing of
the Shares underlying the Excess L.P. Units only upon the Company obtaining
shareholder approval in accordance with NYSE Rule 312.05 of the exchange of such
L.P. Units for Common Stock (the "Shareholder Approval").
NOW, THEREFORE, in consideration of the premises and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
<PAGE> 3
1. The Irvine Company and TICICD agree that they will not convert, or cause
the conversion of, more than 185,716 of such 313,439 L.P. Units into Common
Stock of the Company. The Irvine Company and TICICD further agree that the
Excess L.P. Units may only be redeemed by the Partnership for cash, including as
a result of an exercise by The Irvine Company and TICICD of their cash tender
rights pursuant to Section 8.6 of the Partnership Agreement.
2. The Irvine Company and TICICD further agree not to Transfer (as defined
in the Partnership Agreement) all or any portion of the Excess L.P. Units to any
Person (as defined in the Partnership Agreement) unless the proposed transferee
agrees in writing to be bound by the terms of this Agreement with respect to the
Excess L.P. Units so transferred.
3. The following legend shall be placed on Certificate No. 26:
"THE TRANSFER OF THE L.P. UNITS REPRESENTED BY THIS
CERTIFICATE AND THE CONVERSION THEREOF INTO
COMMON STOCK OF IRVINE APARTMENT COMMUNITIES,
INC. (THE "COMPANY") ARE SUBJECT TO THE LIMITATIONS
SET FORTH IN AN AGREEMENT DATED FEBRUARY 10, 1997,
A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY
AT ITS PRINCIPAL EXECUTIVE OFFICE."
4. The restrictions on Transfer and conversion of the Excess L.P. Units set
forth in this Agreement shall terminate and be of no further force and effect if
the Shareholder Approval is obtained.
5. The provisions of this Agreement shall only apply to the 313,439 L.P.
Units represented by Certificate No. 26 and any L.P. Unit certificates issued on
transfer or exchange thereof and shall not apply to any other L.P. Units issued
by the Partnership.
6. This Agreement shall constitute the consent of The Irvine Company and
TICICD required by Sections 7.3.A(5) and 7.3.D(iv) of the Partnership Agreement
and the parties hereto authorize the Company to provide a copy of this Agreement
to the NYSE.
7. Except as set forth herein, the provisions of the Partnership Agreement
shall apply to such 313,439 L.P. Units.
2
<PAGE> 4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
IRVINE APARTMENT COMMUNITIES, INC.
By: /s/ James E. Mead
-----------------------------------------------
James E. Mead
Senior Vice President and
Chief Financial Officer
IRVINE APARTMENT COMMUNITIES, L.P.
By: Irvine Apartment Communities, Inc., its
General Partner
By: /s/ James E. Mead
-----------------------------------------------
James E. Mead
Senior Vice President and Chief
Financial Officer
THE IRVINE COMPANY
By: /s/ David A. Patty
-----------------------------------------------
Name: David A. Patty
Title: Senior Vice President
By: /s/ Richard Pianin
-----------------------------------------------
Name: Richard Pianin
Title: Senior Vice President
3
<PAGE> 5
TIC INVESTMENT COMPANY D
By: The Irvine Company, a General Partner
By: /s/ David A. Patty
-----------------------------------------------
Name: David A. Patty
Title: Senior Vice President
By: /s/ Richard Pianin
-----------------------------------------------
Name: Richard Pianin
Title: Senior Vice President
4
<PAGE> 1
EXHIBIT 23
<PAGE> 2
AGREEMENT REFLECTING ADMISSION OF TIC INVESTMENT COMPANY D AS AN ADDITIONAL
LIMITED PARTNER OF THE OPERATING PARTNERSHIP.
Agreement dated July 30, 1996 between Irvine Apartment
Communities, Inc., a Maryland corporation, in its capacity as general partner
(the "General Partner") of Irvine Apartment Communities, L.P., a Delaware
limited partnership (the "Operating Partnership") and TIC Investment Company D,
a California general partnership ("TICICD"), a general partner of which is The
Irvine Company, a Michigan corporation ("TIC"). Capitalized terms used but not
defined herein shall have the meanings set forth in the Amended and Restated
Agreement of Limited Partnership of the Operating Partnership, dated as of
December 1, 1993, as amended (the "Partnership Agreement").
WHEREAS, on the date hereof and pursuant to the Land Rights
Agreement and Section 4.3.B. of the Partnership Agreement, TICICD, as seller, is
transferring to the Operating Partnership the Colony apartment community land
site in exchange for 115,544 Limited Partner Units in the Operating Partnership
and the assumption by the Operating Partnership of certain assessment district
debt;
WHEREAS, in connection with such transfer and the issuance of
such Units, TICICD desires to be admitted to the Operating Partnership as an
Additional Limited Partner in accordance with the Partnership Agreement; and
WHEREAS, the General Partner hereby consents to the admission
of TICICD as an Additional Limited Partner of the Operating Partnership.
NOW, THEREFORE, the parties hereto agree as follows:
1. TICICD hereby acknowledges that it has received a copy of
the Partnership Agreement executed by the General Partner and the other Limited
Partners and hereby agrees to keep, observe and perform all of the terms,
covenants and conditions of the Partnership Agreement, including without
limitation, the power of attorney set forth in Section 2.4 thereof. TICICD
hereby represents and warrants to each Partner pursuant to Section 3.4 of the
Partnership Agreement as follows:
(a) All transactions contemplated by the Partnership
Agreement to be performed by TICICD have been duly authorized
by all necessary action, including without limitation, that of
its general partners;
(b) The consummation of the transactions contemplated
by the Partnership Agreement will not result in a breach or
violation of, or a default under, its partnership agreement,
any material agreement by which it or any of
<PAGE> 3
its property is or are bound, or any statute, regulation,
order or other law to which it or any of its partners is or
are subject;
(c) It is neither a "foreign person" within the
meaning of Section 1445(f) of the Code nor a "foreign partner"
within the meaning of Section 1446(e) of the Code;
(d) Upon acceptance hereof by the General Partner,
this Agreement will be binding upon and enforceable against it
in accordance with its terms;
(e) It is acquiring and will continue to hold its
interest in the Operating Partnership for its own account for
investment only and not for the purpose of, or with a view
toward, the resale or distribution of all or any part thereof,
nor with a view toward selling or otherwise distributing such
interest or any part thereof at any particular time or under
any predetermined circumstances except as permitted under
Article 11 of the Partnership Agreement;
(f) It is an "accredited investor" as such term is
defined in Rule 501 promulgated under the Securities Act of
1933, as amended. It is a sophisticated investor, able and
accustomed to handling sophisticated financial matters for
itself, particularly real estate investments, and it has a
sufficiently high net worth that it does not anticipate a need
for the funds it will have invested in the Operating
Partnership in what it understand to be a highly speculative
and illiquid investment.
The representations and warranties set forth above shall survive the
effectiveness of TICICD being admitted as an Additional Limited Partner under
the Partnership Agreement and the dissolution, liquidation and termination of
the Operating Partnership. TICICD further acknowledges that no representations
as to potential profit, cash flows, funds from operations or yield, if any, in
respect of Operating Partnership or the General Partner have been made by an
Partner or any employee or representative or Affiliate of any Partner, and that
projections and any other information, including, without limitation, financial
and descriptive information and documentation, which may have been in any manner
submitted to any of them shall not constitute any representation or warranty of
any kind or nature, express or implied.
2. Attached hereto is a counterpart signature page to the
Partnership Agreement duly executed by TICICD and a copy of Amendment No. 10 to
Exhibit A to the Partnership Agreement. TICICD hereby acknowledges that
Amendment No. 10 to Exhibit A has been prepared by the General Partner to
reflect the revised Partnership Interests in the Operating Partnership resulting
from the issuance to TICICD of the Limited Partner Units referred to above.
TICICD acknowledges that the General Partner will distribute a copy of the
executed signature page to the Partnership Agreement and Amendment No. 10 to
Exhibit A thereto to all Partners of the Operating Partnership.
<PAGE> 4
3. Upon acceptance hereof by the General Partner, TICICD shall
be admitted as an Additional Limited Partner, the General Partner shall issue to
TICICD a certificate representing 115,544 Limited Partner Units, and Exhibit A
to the Partnership Agreement shall be amended as set forth in Amendment No. 10
to Exhibit A of the Partnership Agreement attached hereto.
4. This Agreement may be executed in counterparts, all of
which together shall constitute one agreement binding on all of the parties
hereto, notwithstanding that all such parties are not signatories to the
original on the same counterpart.
5. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware, without
regard to the principles of conflict of law.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first written above.
GENERAL PARTNER:
IRVINE APARTMENT COMMUNITIES, INC.,
a Maryland corporation
By: /s/ Richard E. Moran Jr.
------------------------------------
Name: Richard E. Moran Jr.
Title: Executive Vice President
and Chief Financial Officer
By: /s/ James E. Mead
-------------------------------------
Name: James E. Mead
Title: Senior Vice President
and Treasurer
<PAGE> 5
TIC INVESTMENT COMPANY D
By: The Irvine Company,
a general partner
By: /s/ Michael D. McKee
-------------------------------
Name: Michael D. McKee
Title: Executive Vice President
By: /s/ William H. McFarland
-------------------------------
Name: William H. McFarland
Title: Executive Vice President
<PAGE> 6
AMENDMENT NO. 10
TO
EXHIBIT A
PARTNERS, CONTRIBUTIONS AND
PARTNERSHIP INTERESTS
<TABLE>
<CAPTION>
Gross Asset Number
Value of of
Name and Address Cash Contributed Total Partnership
of Partner Contribution(1) Property(1) Property Units(2)
---------- --------------- ----------- -------- --------
<S> <C> <C> <C> <C>
GENERAL PARTNER
IRVINE APARTMENT $308,216,770.25(3) 0 $308,216,770.25(3) 18,477,451(3)
COMMUNITIES, INC
550 Newport Center Drive
Newport Beach, CA 92660
LIMITED PARTNERS
THE IRVINE COMPANY 0 883,022,698(4) 883,022,698(4) 17,303,000(4)
550 Newport Center Drive
Newport Beach, CA 92660
R.S.J. ASSOCIATES 0 27,286,000 27,286,000 585,000
c/o The Irvine Company
550 Newport Center Drive
Newport Beach, CA 92660
WOODBRIDGE WILLOWS ASSOCIATES 0 9,989,000 9,989,000 609,000
c/o The Irvine Company
550 Newport Center Drive
Newport Beach, CA 92660
TIC INVESTMENT COMPANY B 0 0 0 478,162(5)
c/o The Irvine Company
500 Newport Center Drive
Newport Beach, CA 92660
</TABLE>
<TABLE>
<CAPTION>
Percentage
Interest
--------
<S> <C>
GENERAL PARTNER
IRVINE APARTMENT 45.6109905%
COMMUNITIES, INC
550 Newport Center Drive
Newport Beach, CA 92660
LIMITED PARTNERS
THE IRVINE COMPANY 42,7118961%
550 Newport Center Drive
Newport Beach, CA 92660
R.S.J. ASSOCIATES 1.3206302%
c/o The Irvine Company
550 Newport Center Drive
Newport Beach, CA 92660
WOODBRIDGE WILLOWS ASSOCIATES 1.5032968%
c/o The Irvine Company
550 Newport Center Drive
Newport Beach, CA 92660
TIC INVESTMENT COMPANY B 1.1803274%
c/o The Irvine Company
500 Newport Center Drive
Newport Beach, CA 92660
</TABLE>
A-1
<PAGE> 7
<TABLE>
<CAPTION>
Gross Asset Number
Value of of
Name and Address Cash Contributed Total Partnership Percentage
of Partner Contribution(1) Property(1) Property Units(2) Interest
---------- --------------- ----------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
TIC INVESTMENT COMPANY A 24,500,126.25(6) 0 24,500,126.25(6) 1,502,105(6) 3.7078976%
c/o The Irvine Company
550 Newport Center Drive
Newport Beach, CA 92660
TIC INVESTMENT COMPANY C 30,000,337.50(7) 0 30,000,337.50(7) 1,490,700(7) 3.6797448%
c/o The Irvine Company
550 Newport Center Drive
Newport Beach, CA 92660
TIC INVESTMENT COMPANY D 0 0 0 115,544(8) 0.2852166%
c/o The Irvine Company
550 Newport Center Drive
Newport Beach, CA 92660
---------------------------------------------------------------------------------------------
TOTAL $362,717,234 $920,297,698 $1,283,014,932 40,510,962 100.0000000%
=============================================================================================
</TABLE>
(1) These amounts constitute the agreed value for purposes of the Act.
(2) Except with respect to the Limited Partner Units referred to in Notes 5, 6
and 8 and 11,751 of the General Partner Units referred to in Note 3, Partnership
Units were allocated in accordance with the net asset value of the property
contributed by each Partner.
(3) Of which $193,602,600 was contributed in connection with the December 1993
initial public offering of 11,800,000 REIT Shares, $84,378,375 was contributed
in connection with the August 1995 offering of 5,175,000 REIT Shares,
$30,000,337.50 was contributed in connection with the July 1996 offering of
1,490,700 REIT Shares, $200,000 was deemed contributed pursuant to Sections
4.6.B and 4.5.G for 10,000 REIT Shares and $35,457.75 was deemed contributed
pursuant to Section 4.8.A(3) for 1,751 REIT Shares.
(4) Includes $65,898,000 gross asset value of property contributed by five
original limited partners which limited partners were liquidated on June 30,
1995. The 1,359,000 Partnership Units owned by such limited partners were
transferred to The Irvine Company in connection with such liquidation. Also
includes $37,605,000 gross asset value of property contributed by another
original limited partner. The 160,000 Partnership Units owned by such limited
partner were transferred to The Irvine Company in June 1996.
(5) These Limited Partner Units were issued in accordance with Section 4.3.B. Of
such Limited Partner Units, 478,162 were issued prior to June 1, 1996 and were
transferred to TIC Investment Company B in June 1996 when it was admitted as a
Substituted Limited Partner.
(6) Of which $24,457,500 was contributed pursuant to Section 4.5.F and 4.5.G for
1,500,000 Limited Partner Units in connection with the August 1995 offering of
REIT Shares and $42,626.25 was deemed contributed pursuant to Section 4.8.A.(4)
for 2,105 Limited Partner Units. Of such Units, the 1,500,000 Limited Partner
Units issued pursuant to Section 4.5.F and 4.5.G ($24,457,500) and 2,105 of the
Limited Partner Units issued pursuant to Section 4.8.A(4) ($42,626.25) were
issued prior to June 1, 1996 and were transferred to TIC Investment Company A in
June 1996 when it was admitted as a Substituted Limited Partner.
(7) Contributed pursuant to Sections 4.5.F and 4.5.G for 1,490,700 Limited
Partner Units in connection with the July 1996 offering of REIT Shares.
(8) These Limited Partner Units were issued in accordance with Section 4.3.B.
TIC Investment Company D was admitted as an Additional Limited Partner in July
1996.
A-2
<PAGE> 8
PARTNERSHIP AGREEMENT
COUNTERPART SIGNATURE PAGE
ADDITIONAL LIMITED PARTNER
TIC INVESTMENT COMPANY D
By: The Irvine Company,
a general partner
By: /s/ Michael D. McKee
-------------------------------
Name: Michael D. McKee
Title: Executive Vice President
By: /s/ William H. McFarland
-------------------------------
Name: William H. McFarland
Title: Executive Vice President
<PAGE> 1
EXHIBIT 24
<PAGE> 2
AMENDMENT TO THE OPERATING PARTNERSHIP AGREEMENT TO PROVIDE FOR A SPECIAL
ALLOCATION OF DEPRECIATION TO THE GENERAL PARTNER FOR THE FISCAL YEAR ENDING
JUNE 30, 1996 AND A SPECIAL ALLOCATION OF CERTAIN TAX ITEMS WITH RESPECT TO THE
EXISTING PROPERTY PARTNERSHIP TO THE ORIGINAL LIMITED PARTNERS
AMENDMENT No. 6 dated as of June 30, 1996 to the Amended and Restated
Agreement of Limited Partnership of Irvine Apartment Communities, L.P. dated as
of December 1, 1993, as amended (the "Existing Agreement") by and among Irvine
Apartment Communities, Inc., a Maryland corporation, as the General Partner, and
the Persons whose names are set forth on Attachment "A" thereto, as Limited
Partners, together with any other Persons who become Partners in the Partnership
as provided therein.
W I T N E S S E T H:
WHEREAS, the parties hereto entered into the Existing Agreement; and
WHEREAS, in accordance with Section 14.1 of the Existing Agreement the
General Partner is hereby proposing to amend Section 6.2.A of the Existing
Agreement as set forth below; and
WHEREAS, the parties hereto agree that the execution of this Amendment No.
6 by a Limited Partner and the delivery thereof to the General Partner shall
constitute the Consent and affirmative vote of such Limited Partner to the
amendment proposed hereby as required by Article 14 and Section 7.3.D(iii) of
the Existing Agreement; and
WHEREAS, in accordance with Section 7.3.D(iii) of the Existing Agreement,
the Amendment proposed hereby requires the Consent of each Partner; and
WHEREAS, the execution and delivery of this Amendment No. 6 by the General
Partner has been approved by resolutions duly adopted by unanimous written
consent of (i) the Independent Directors Committee of the Board of Directors of
the General Partner and (ii) the Board of Directors of the General Partner.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
Section 1. All terms used in this Amendment No. 6 shall have the meanings
set forth in the Existing Agreement.
Section 2. Section 6.2.A. of the Existing Agreement is hereby amended (i)
by inserting "(1)" immediately before the words "Except as otherwise provided"
and (ii) by inserting the following as new clauses (2) and (3):
<PAGE> 3
"(2) Depreciation shall be allocated in accordance with Section 6.1 and
6.3.B, except that for the Partnership Year beginning July 1, 1995 and
ending June 30, 1996 the General Partner shall be allocated the percentage
of Depreciation set forth on Attachment "A" hereto with respect to each of
the Apartment Community Projects listed thereon.
(3) In respect of the Partnership Year beginning July 1, 1995 and ending
June 30, 1996 and for each Partnership Year thereafter, there shall be a
special allocation to the Original Limited Partners which when added to
amounts allocated under Sections 6.1 and 6.3.B will result in a total
allocation to the Original Limited Partners of (i) all remaining
low-income housing tax credits of the Existing Property Partnership,
determined solely by reference to the adjusted tax basis of the assets of
the Existing Property Partnership at June 30, 1995, allocated to the
Partnership with respect to the Existing Property Partnership Interest and
(ii) all Depreciation allocated to the Partnership with respect to the
Existing Property Partnership Interest determined solely by reference to
the adjusted tax basis of the assets of the Existing Property Partnership
at June 30, 1995; it being understood that any low-income housing tax
credits becoming available to the Existing Property Partnership, and any
additional Depreciation resulting from increases to the adjusted tax basis
of the assets of the Existing Property Partnership, in each case from and
after July 1, 1995 shall not be subject to the special allocation provided
for in this clause (3)."
Section 3. Except as amended by this Amendment No. 6, the provisions of
the Existing Agreement are ratified, approved and confirmed and shall remain in
full force and effect in accordance with its terms.
Section 4. This Amendment No. 6 shall become effective when signed by the
General Partner and each of the Limited Partners.
Section 5. This Amendment No. 6 shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware, without
regard to the principles of conflicts of law.
Section 6. This Amendment No. 6 may be executed in counterparts, all of
which shall constitute one agreement binding on all parties hereto,
notwithstanding that all such parties are not signatures to the original or same
counterpart.
2
<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 6
as of the date and year first written above.
GENERAL PARTNER:
- ----------------
IRVINE APARTMENT COMMUNITIES, INC.,
a Maryland corporation
By: /s/ Richard E. Moran Jr.
-----------------------------------
Name: Richard E. Moran Jr.
Title: Executive Vice President
and Chief Financial Officer
By: /s/ James E. Mead
-----------------------------------
Name: James E. Mead
Title: Senior Vice President and
Treasurer
LIMITED PARTNERS:
- -----------------
THE IRVINE COMPANY,
a Michigan corporation
By: /s/ Norman J. Metcalfe
-----------------------------------
Name: Norman J. Metcalfe
Title: Vice Chairman and
Chief Financial Officer
By: /s/ Richard Pianin
-----------------------------------
Name: Richard Pianin
Title: Senior Vice President
3
<PAGE> 5
R.S.J. ASSOCIATES,
a California limited partnership
By: The Irvine Company,
its general partner
By: /s/ Norman J. Metcalfe
-----------------------------------
Name: Norman J. Metcalfe
Title: Vice Chairman and
Chief Financial Officer
By: /s/ Richard Pianin
-----------------------------------
Name: Richard Pianin
Title: Senior Vice President
WOODBRIDGE WILLOWS ASSOCIATES,
a California limited partnership
By: The Irvine Company,
its general partner
By: /s/ Norman J. Metcalfe
-----------------------------------
Name: Norman J. Metcalfe
Title: Vice Chairman and
Chief Financial Officer
By: /s/ Richard Pianin
-----------------------------------
Name: Richard Pianin
Title: Senior Vice President
4
<PAGE> 6
TIC INVESTMENT COMPANY A,
a California general partnership
By: The Irvine Company,
a general partner
By: /s/ Norman J. Metcalfe
-----------------------------------
Name: Norman J. Metcalfe
Title: Vice Chairman and
Chief Financial Officer
By: /s/ Richard Pianin
-----------------------------------
Name: Richard Pianin
Title: Senior Vice President
TIC INVESTMENT COMPANY B,
a California general partnership
By: The Irvine Company,
a general partner
By: /s/ Norman J. Metcalfe
-----------------------------------
Name: Norman J. Metcalfe
Title: Vice Chairman and
Chief Financial Officer
By: /s/ Richard Pianin
-----------------------------------
Name: Richard Pianin
Title: Senior Vice President
5
<PAGE> 7
TIC INVESTMENT COMPANY C,
a California general partnership
By: The Irvine Company,
a general partner
By: /s/ Norman J. Metcalfe
-----------------------------------
Name: Norman J. Metcalfe
Title: Vice Chairman and
Chief Financial Officer
By: /s/ Richard Pianin
-----------------------------------
Name: Richard Pianin
Title: Senior Vice President
TIC INVESTMENT COMPANY D,
a California general partnership
By: The Irvine Company,
a general partner
By: /s/ Norman J. Metcalfe
-----------------------------------
Name: Norman J. Metcalfe
Title: Vice Chairman and
Chief Financial Officer
By: /s/ Richard Pianin
-----------------------------------
Name: Richard Pianin
Title: Senior Vice President
6
<PAGE> 8
ATTACHMENT "A"
Special Allocation of Depreciation to General Partner
<TABLE>
<CAPTION>
Percent of Depreciation
Allocated to General
Partner for Period
Apartment Community Project 7/1/95 to 6/30/96
--------------------------- -----------------
<S> <C>
Rancho San Joaquin 100%
Northwood Place 100%
Northwood Park 100%
Stanford Court 100%
Cross Creek 100%
Woodbridge Villas 100%
Berkeley Court 100%
Harvard Court 100%
San Marino 100%
Columbia Court 100%
San Leon 100%
San Remo 100%
Dartmouth Court 100%
Newport North 100%
Rancho Alisal 100%
Windwood Glen 100%
Cedar Creek 100%
Cornell Court 100%
Bayview 100%
Parklands 100%
Woodbridge Oaks 100%
Orchard Park 100%
Bayport 100%
Mariner Square 100%
Baywood 100%
</TABLE>
7
<PAGE> 9
<TABLE>
<CAPTION>
Percent of Depreciation
Allocated to General
Partner for Period
Apartment Community Project 7/1/95 to 6/30/96
--------------------------- -----------------
<S> <C>
Woodbridge Pines 100%
Promontory Point 100%
Parkwood 100%
Deerfield 100%
Turtle Rock Vista 100%
Windwood 100%
Rancho Tierra 100%
Rancho Maderas 100%
Woodbridge Willows 100%
San Marco 100%
Rancho Mariposa 100%
Amherst Court 100%
San Carlo 100%
San Mateo 75%
</TABLE>
8
<PAGE> 1
EXHIBIT 25
<PAGE> 2
AMENDMENT NO. 7 TO THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF IRVINE APARTMENT
COMMUNITIES, L.P.
This Amendment No. 7 (this "AMENDMENT") is made as of February
4, 1997 to the Amended and Restated Agreement of Limited Partnership of Irvine
Apartment Communities, L.P., dated as of December 1, 1993, as amended by that
certain Amendment No. 1 dated as of April 20, 1995, Amendment No. 2 dated as of
July 18, 1995, Amendment No. 3 dated as of August 9, 1995 and Amendment No. 4
dated as of March 20, 1996, Amendment No. 5 dated as of May 1, 1996 and
Amendment No. 6 dated as of June 30, 1996 (the "PARTNERSHIP AGREEMENT"), by and
among Irvine Apartment Communities, Inc., a Maryland corporation, in its
capacity as general partner (the "GENERAL PARTNER") of Irvine Apartment
Communities, L.P., a Delaware limited partnership (the "PARTNERSHIP"), Thompson
Residential Company, Inc., a California corporation ("TRC"), The Irvine Company,
a Michigan corporation, R.S.J. Associates, a California limited partnership,
Woodbridge Willows Associates, a California limited partnership, TIC Investment
Company A, a California general partnership, TIC Investment Company B, a
California general partnership, TIC Investment Company C, a California general
partnership, and TIC Investment Company D, a California general partnership, in
their capacities as limited partners (the "LIMITED PARTNERS") of the
Partnership. Capitalized terms used herein not otherwise defined shall have the
meanings set forth in the Partnership Agreement.
WHEREAS, the Partnership has entered into that certain
Contribution Agreement (the "CONTRIBUTION AGREEMENT") by and between the
Partnership and TRC, dated as of December 20, 1996, pursuant to which TRC shall
contribute, assign and convey all of its right, title and interest in the TRC
Assets (as such term is defined in the Contribution Agreement) to the
Partnership (the "TRC CONTRIBUTION");
WHEREAS, in accordance with the Contribution Agreement and
Section 12.2 of the Partnership Agreement, TRC shall make the TRC Contribution
to the Partnership, be admitted as an Additional Limited Partner of the
Partnership, and receive 74,523 Limited Partner Units as of the date hereof and
such additional Limited Partner Units (if any) at the Contingent Contribution
Value Payment Date (as defined in the Contribution Agreement) as provided for in
the Contribution Agreement (collectively, the "TRC UNITS");
WHEREAS, in connection with the TRC Contribution, the issuance
of the TRC Units and TRC's admission to the Partnership as an Additional Limited
Partner, the parties hereto desire to amend the Partnership Agreement as set
forth herein;
<PAGE> 3
WHEREAS, the parties hereto agree that the execution of this
Amendment by an existing Limited Partner and the delivery thereof to the General
Partner shall constitute the Consent and affirmative vote of such Limited
Partner to the amendment proposed hereby as required by Article 14 of the
Partnership Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. TRC hereby acknowledges that it has received a copy of the
Partnership Agreement and agrees to keep, observe and perform all of the terms,
covenants and conditions of the Partnership Agreement, as amended by this
Amendment, including, without limitation, the power of attorney granted in
Section 2.4 thereof. TRC hereby makes to the General Partner and each Limited
Partner the representations and warranties set forth in Sections 3.4.B and 3.4.C
of the Partnership Agreement as if such representations and warranties were set
forth in full herein. Such representations and warranties shall survive the
effectiveness of TRC being admitted as an Additional Limited Partner under the
Partnership Agreement and the dissolution, liquidation and termination of the
Partnership. TRC acknowledges that no representations as to potential profit,
cash flows, funds from operations or yield, if any, in respect of the
Partnership or the General Partner, have been made by a Partner or any employee
or representative or Affiliate of any Partner and that projections and any other
information, including without limitation, financial and descriptive information
and documentation, which may have been in any manner submitted by any of them to
TRC shall not constitute any representation or warranty of any kind or nature,
express or implied.
2. TRC is being admitted to the Partnership and is making the
TRC Contribution without the necessity of a Funding Notice and all parties
hereto waive the specific requirements contained in Section 4.5 of the
Partnership Agreement for delivery of a Funding Notice.
3. TRC acknowledges that the provisions contained in Article
11 of the Partnership Agreement which restrict Transfer of Limited Partner
Units, including, without limitation, Sections 11.3 and 11.6 of the Partnership
Agreement, shall apply to the TRC Units.
4. Article 1 of the Partnership Agreement is hereby amended by
adding thereto the following definitions:
"Act of Bankruptcy" shall be deemed to occur (i) with respect
to TRC if TRC or any shareholder thereof, and (ii) with respect to a TRC
Shareholder if such TRC Shareholder shall (a) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee
or liquidator of itself or of all or a substantial part of its property, (b)
admit in writing its inability to pay its debts as they become due, (c) make a
general assignment for the benefit of its creditors, (d) file a voluntary
petition or commence a voluntary case or proceeding under the Federal
2
<PAGE> 4
Bankruptcy Code (as now or hereafter in effect) or any new bankruptcy statute,
(e) be adjudicated bankrupt or insolvent, (f) file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency, reorganization,
winding-up or composition or adjustment of debts, (g) fail to controvert in a
timely and appropriate manner, or acquiesce in writing to, any petition filed
against it in an involuntary case or proceeding under the Federal Bankruptcy
Code (as now or hereafter in effect) or any new bankruptcy statute, or (h) take
any corporate or partnership action for the purpose of effecting any of the
foregoing; or if a proceeding or case shall be commenced, without the
application or consent of a party hereto or any general partner thereof, in any
court of competent jurisdiction seeking (1) the liquidation, reorganization,
dissolution or winding-up, or the composition or readjustment of debts, of such
party or general partner, (2) the appointment of a receiver, custodian, trustee
or liquidator of such party, shareholder or general partner of all or any
substantial part of its assets, or (3) other similar relief under any law
relating to bankruptcy, insolvency, reorganization, winding-up or composition or
adjustment of debts, and such proceeding or case shall continue undismissed; or
an order (including an order for relief entered in an involuntary case under the
Federal Bankruptcy Code, as now or hereafter in effect, or any new bankruptcy
statute) judgment or decree approving or ordering any of the foregoing shall be
entered and continue unstayed and in effect, for a period of sixty (60)
consecutive days.
"Tandem Project" means the proposed development on the Tandem Property
contemplated by applications numbered 5-Z-96, 14-U-96 and 21-EA-96 on file with
the City of Cupertino, summarized in that certain letter dated December 11,
1996, prepared by the Community Development Department of the City of Cupertino
and approved by the Partnership.
"Tandem Property" means that certain real property located in the City
of Cupertino, State of California, which TRC has an option to purchase pursuant
to that certain Purchase Agreement dated May 1, 1996, by and between Tandem
Computers Incorporated, as seller, and TRC, as buyer, and more particularly
described therein.
"TRC" means Thompson Residential Company, Inc., a California
corporation.
"TRC Shares" means issued and outstanding shares of all classes of
stock in TRC.
"TRC Shareholder" has the meaning set forth in Section 11.3.F(1).
"TRC Shareholder Incapacity" has the meaning set forth in Section
11.3.F(3).
"Unit Value" for purposes of Sections 8.6.J and Sections 11.3.F(2),
11.3.F(3) and 11.3.F(4) shall mean on any day the product of the market price of
a REIT Share (determined as provided in the definition of "Value") on such day
multiplied by the Conversion Factor on such day.
3
<PAGE> 5
5. The definition of "Indemnitee" in Article 1 of the
Partnership Agreement is hereby amended by replacing the clause "and (iii) any
Irvine Person." with ", (iii) TRC and the TRC Shareholders and (iv) any Irvine
Person."
6. Sections 4.5.B, 4.5.C, 4.5.D and 4.5.E of the Partnership
Agreement are hereby amended by inserting the word "Original" before the words
"Limited Partners" each time such words appear in such Sections .
7. Section 4.5.G(2) of the Partnership Agreement is hereby
amended by inserting the following provision at the end of such Section :
"; provided that with respect to the Capital Contribution made
by TRC pursuant to that certain Contribution Agreement (the "CONTRIBUTION
AGREEMENT") by and between the Partnership and TRC, dated as of December 20,
1996, the Percentage Interest of TRC and all other Partners shall be adjusted
based on the number of Partnership Units issued from time to time to TRC
pursuant to such Contribution Agreement."
8. The first sentence of Section 7.3.D of the Partnership
Agreement is hereby amended by replacing the clause "or (vi) amend this Section
7.3.D." with "(vi) alter or modify Section 11.3.F or (vii) amend this Section
7.3.D."
9. Section 8.6 of the Partnership Agreement is hereby amended
by adding a new Section 8.6.J thereto to read in its entirety as follows:
"J. The provisions of this Section 8.6 insofar as they relate
to an Exchange (but not a Cash Tender) shall be applicable to the
Limited Partner Units owned by TRC and any TRC Shareholder to whom
Limited Partner Units have been Transferred as provided in Section
11.3, or to whom Limited Partner Units have been issued, and TRC and
such TRC Shareholder shall have the right to effect an Exchange subject
to and in accordance with this Section 8.6, provided that:
"(1) until such time as TRC or such TRC Shareholder
holds less than 10,000 Limited Partner Units, not more than
one-third (1/3) of the aggregate number of Limited Partner
Units that have been issued to TRC and the TRC Shareholders
may be Exchanged during any Twelve-Month Period;
"(2) none of such Limited Partner Units may be
Exchanged prior to a date which is the earlier to occur of (i)
February 4, 2000 or (ii) the date on which a notice of
completion is filed by the Partnership in the official records
of Santa Clara County pursuant to California Civil Code
Section 3093 covering all improvements included in the Tandem
Project;
4
<PAGE> 6
"(3) TRC or such TRC Shareholder may not effect an
Exchange of less than 10,000 Limited Partner Units or, if TRC
or such TRC Shareholder holds less than 10,000 Limited Partner
Units, all of the Limited Partner Units held by TRC or such
TRC Shareholder; and
"(4) in the event TRC or a TRC Shareholder wishes to
Exchange Limited Partner Units for REIT Shares, having
complied with this Section 8.6, the General Partner (for its
own account or for the account of its nominee) shall have the
right, but not the obligation, to purchase all or a portion of
such Limited Partner Units for cash at a price equal to the
number of Limited Partner Units to be purchased pursuant to
this Section 8.6.J multiplied by the average of the Unit
Values for the ten (10) trading days immediately preceding the
date of purchase by the General Partner (or its nominee) of
such Limited Partner Units. The General Partner shall exercise
such right, if at all, within thirty (30) days of the date on
which the General Partner receives a Notice of Exchange from
TRC or a TRC Shareholder as to its desire to Exchange such
Limited Partner Units for REIT Shares. In the event the
General Partner purchases Limited Partner Units pursuant to
this Section 8.6.J, the Partnership will be deemed to have
issued to the General Partner a number of General Partner
Units equal to the number of Limited Partner Units so
purchased, the Limited Partner Units so purchased shall be
canceled and the Percentage Interest of the General Partner
and all other Partners shall be adjusted based on the
foregoing."
10. The last sentence of Section 11.1.A of the Partnership
Agreement is hereby amended in its entirety as follows:
"The term `Transfer' when used in this Article 11 does not
include any Exchange of Limited Partner Units by an Original Limited
Partner, TRC or a TRC Shareholder for REIT Shares of the General
Partner or acquisition of Limited Partner Units from a Limited Partner
by the General Partner pursuant to Section 8.6."
11. The penultimate sentence of Section 11.3.A of the
Partnership Agreement is hereby amended by inserting the words "TRC or a TRC
Shareholder," immediately after the words "Original Limited Partner,".
12. Section 11.3 of the Partnership Agreement is hereby
amended by adding thereto new Sections 11.3.F and 11.3.G to read in their
entirety as follows:
"F. In addition to the restrictions on Transfer set forth in
the foregoing provisions of this Section 11.3 and in Section 11.6, a
Transfer of all or any portion of the Partnership Interest of TRC shall
be subject to the following additional provisions:
5
<PAGE> 7
"(1) None of such Partnership Interest may be
Transferred except (i) to any one, or any combination of,
William W. Thompson, Bruce Dorfman or Robert Hughes
(individually, a "TRC SHAREHOLDER", and collectively, the "TRC
SHAREHOLDERS"), provided that it shall be a condition
precedent to any such Transfer and the admission of the TRC
Shareholder as a Substituted Limited Partner that such TRC
Shareholder agree in writing to be bound by the restrictions
on Transfer set forth in this Agreement or (ii) to the General
Partner (or its nominee) as contemplated by this Section
11.3.F.
"(2) In the event all or any portion of such
Partnership Interest is Transferred to a TRC Shareholder and a
TRC Shareholder Incapacity occurs with respect to such TRC
Shareholder, TRC shall within thirty (30) days notify the
General Partner of such TRC Shareholder Incapacity and the
General Partner shall have the right, but not the obligation,
to purchase (for its own account or for the account of its
nominee) the Partnership Interest of such TRC Shareholder for
cash at a price equal to the number of Limited Partner Units
representing the Partnership Interest of such TRC Shareholder
multiplied by the average of the Unit Values for the ten (10)
trading days immediately preceding the date of purchase by the
General Partner (or its nominee) of such Partnership Interest.
The General Partner shall exercise such right, if at all,
within thirty (30) days of the date on which the General
Partner receives written notice of such TRC Shareholder
Incapacity. If the General Partner fails to exercise such
right, such Limited Partner Units must, within 90 days of such
TRC Shareholder Incapacity, and, in all events, prior to any
Transfer to the heirs or devisees of such TRC Shareholder or
to any other Person, be Exchanged for REIT Shares in
accordance with Section 8.6, in which event the conditions to
an Exchange set forth in the proviso in Section 8.6.J shall
not apply to the right to Exchange such Limited Partner Units
for REIT Shares.
"(3) In the event of the death of, or total physical
disability of, a TRC Shareholder, entry by a court of
competent jurisdiction adjudicating such TRC Shareholder
incompetent to manage his person or his estate, or an Act of
Bankruptcy with respect to such TRC Shareholder ("TRC
SHAREHOLDER INCAPACITY"), TRC shall within thirty (30) days
notify the General Partner of such TRC Shareholder Incapacity,
and if such TRC Shareholder Incapacity relates to a TRC
Shareholder other than William W. Thompson, and if at the time
of such TRC Shareholder Incapacity TRC is a Partner, then:
(i) TRC shall have the right, but not the
obligation to satisfy the General Partner, in its
sole discretion and within thirty (30) days of the
occurrence of such TRC Shareholder Incapacity, that
such TRC Shareholder Incapacity will not result, at
any time, in any
6
<PAGE> 8
portion of TRC's Partnership Interest being
Transferred, directly or indirectly, to the TRC
Shareholder with respect to whom such TRC Shareholder
Incapacity occurred.
(ii) In the event TRC fails to so satisfy
the General Partner, the General Partner shall have
the right, but not the obligation, to purchase (for
its own account or for the account of its nominee) a
portion of TRC's Partnership Interest for cash at a
price equal to the number of the Limited Partner
Units which the General Partner is entitled to
purchase pursuant to this Section 11.3.F(3)(ii)
multiplied by the average of the Unit Values for the
ten (10) trading days immediately preceding the date
of such purchase by the General Partner (or its
nominee). The number of Limited Partner Units which
the General Partner shall be entitled to purchase
pursuant to this Section 11.3.F(3)(ii) shall be equal
to the total number of Limited Partner Units then
owned by TRC, multiplied by a fraction, the
denominator of which shall be the total number of TRC
Shares outstanding as of the time of such TRC
Shareholder Incapacity and the numerator of which
shall be the total number of TRC Shares owned by the
TRC Shareholder at the time of such TRC Shareholder
Incapacity. The General Partner shall exercise such
right, if at all, within thirty (30) days of the date
on which the General Partner receives written notice
of such TRC Shareholder Incapacity.
(iii) If TRC fails to so satisfy the General
Partner and the General Partner fails to exercise its
right of purchase as set forth in clause (ii) above,
Limited Partner Units in the amount which the General
Partner was entitled to purchase pursuant to clause
(ii) must, within 90 days of time of such TRC
Shareholder Incapacity, be Exchanged for REIT Shares,
in which event the conditions to an Exchange set
forth in the proviso in Section 8.6.J shall not apply
to the right to Exchange such Limited Partner Units
for REIT Shares.
(iv) From and after the date on which the
General Partner purchases such Limited Partner Units
pursuant to clause (ii) or such Limited Partner Units
are Exchanged for REIT Shares pursuant to clause
(iii), TRC shall take such steps as may be necessary,
as determined by the General Partner in its sole
discretion, to ensure that any Limited Partner Units
still owned by TRC shall not, at any time, without
the prior written consent of the General Partner, be
Transferred to the estate, heirs or devisees of the
TRC Shareholder who is then subject to a TRC
Shareholder Incapacity or to any other Person.
7
<PAGE> 9
"(4) In the event of a TRC Shareholder Incapacity
with respect to William W. Thompson, if at the time of such
TRC Shareholder Incapacity, TRC is a Partner, TRC shall within
thirty (30) days notify the General Partner of such TRC
Shareholder Incapacity and the General Partner shall have the
right, but not the obligation, to purchase (for its own
account or for the account of its nominee) all or any portion
of TRC's Partnership Interest for cash at a price equal to the
number of Limited Partner Units representing such TRC
Partnership Interest multiplied by the average of the Unit
Values for the ten (10) trading days immediately preceding the
date of purchase by the General Partner (or its nominee) of
such Partnership Interest. The General Partner shall exercise
such right, if at all, within thirty (30) days of the date on
which the General Partner receives written notice of such TRC
Shareholder Incapacity. If the General Partner fails to
exercise such right, such Limited Partner Units must, within
90 days of such TRC Shareholder Incapacity, be Exchanged for
REIT Shares, in which event the conditions to an Exchange set
forth in the proviso in Section 8.6.J shall not apply to the
right to Exchange such Limited Partner Units for REIT Shares.
"(5) In the event of an Act of Bankruptcy with
respect to TRC, the General Partner shall have the right, but
not the obligation, to purchase (for its own account or for
the account of its nominee) all or any portion of TRC's
Partnership Interest for cash at a price equal to the number
of Limited Partner Units representing such TRC Partnership
Interest multiplied by the average of the Unit Values for the
ten (10) trading days immediately preceding the date of
purchase by the General Partner (or its nominee) of such
Partnership Interest. The General Partner shall exercise such
right, if at all, within thirty (30) days of the date on which
the General Partner receives written notice of such Act of
Bankruptcy. If the General Partner fails to exercise such
right, such Limited Partner Units must, within a reasonable
period of time of such Act of Bankruptcy, be Exchanged for
REIT Shares, in which event the conditions to an Exchange set
forth in the proviso in Section 8.6.J shall not apply to the
right to Exchange such Limited Partner Units for REIT Shares.
"(6) In the event the General Partner purchases
Limited Partner Units pursuant to clauses (2), (3), (4) or (5)
of this Section 11.3.F, the Partnership will be deemed to have
issued to the General Partner a number of General Partner
Units equal to the number of Limited Partner Units so
purchased, the Limited Partner Units so purchased shall be
canceled and the Percentage Interest of the General Partner
and all other Partners shall be adjusted based on the
foregoing.
"G. In addition to the restrictions on Transfer set forth in
the foregoing provisions of this Section 11.3 and in Section 11.6, a
Transfer of all or any portion
8
<PAGE> 10
of the Partnership Interest of a TRC Shareholder shall be subject to
the following additional provision:
"(1) None of such Partnership Interest may be
Transferred by such TRC Shareholder, except (i) to another TRC
Shareholder in compliance with all applicable laws and
regulations and the terms and conditions of this Agreement,
(ii) a Transfer by operation of law as a result of a TRC
Shareholder Incapacity, in which event the provisions of
Section 11.3.F(2) shall apply and (iii) to the General Partner
or its nominee as contemplated by Section 11.3.F."
13. The first sentence of Section 11.7.A of the Partnership
Agreement is hereby amended by inserting the word "Partner" immediately after
the word "General" the first time such word appears in such Section .
14. Attached hereto is a counterpart signature page to the
Partnership Agreement duly executed by an authorized officer of TRC.
15. Each Limited Partner agrees that its execution of this
Amendment constitutes the notice from the General Partner required pursuant to
Section 7.3.C of the Partnership Agreement.
16. Upon acceptance by the General Partner of the TRC
Contribution to the Partnership, TRC shall be admitted as an Additional Limited
Partner, the General Partner shall issue to TRC a certificate representing
74,523 Limited Partner Units, and Exhibit A to the Partnership Agreement shall
be amended by Amendment No. 14 to Exhibit A of the Partnership Agreement
attached hereto. The parties to this Amendment hereby acknowledge that Amendment
No. 14 to Exhibit A has been prepared by the General Partner to reflect the
revised Partnership Interests in the Partnership resulting from the TRC
Contribution and the issuance of the TRC Units referred to above, provided that
in the event a Contingent Contribution Value (as defined in the Contribution
Agreement) is payable to TRC in additional Limited Partner Units as provided in
the Contribution Agreement, then Exhibit A to the Partnership Agreement shall be
further amended (i) so that the "Gross Asset Value of Contributed Property" set
forth opposite the name of TRC in such Amendment No. 14 shall be increased by
the amount of such Contingent Contribution Value and (ii) the number of
Partnership Units owned by TRC and the Percentage Interests of all the Partners
set forth in such Amendment No. 14 shall be revised accordingly. For purposes of
the definition of Gross Asset Value, the General Partner, The Irvine Company and
TRC agree that the amount set forth opposite the name of TRC under "Gross Asset
Value of Contributed Property" in such Amendment No. 14, as the same may be
increased as described above, constitutes the fair market value of the assets
contributed by TRC to the Partnership.
9
<PAGE> 11
17. At the Contingent Contribution Value Payment Date (as
defined in the Contribution Agreement), in the event that the Partnership is
obligated to issue TRC additional Limited Partner Units, then the General
Partner shall issue TRC a certificate representing such Limited Partner Units,
and Exhibit A to the Partnership Agreement shall be modified accordingly as
provided above.
18. Except as amended by this Amendment No. 7, the provisions
of the Partnership Agreement are ratified, approved and confirmed and shall
remain in full force and effect in accordance with its terms.
19. This Amendment No. 7 shall become effective (i) when
signed by the General Partner, TRC and a Majority-in-Interest of the existing
Limited Partners and (ii) upon consummation of the Closing under and as defined
in the Contribution Agreement.
20. This Amendment No. 7 shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware, without
regard to the principles of conflicts of law.
21. This Amendment No. 7 may be executed in counterparts, all
of which shall constitute one agreement binding on all parties hereto,
notwithstanding that all such parties are not signatures to the original or same
counterpart.
[Signature Page Follows]
10
<PAGE> 12
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date and year first written above.
GENERAL PARTNER:
IRVINE APARTMENT COMMUNITIES, INC.,
a Maryland corporation
By: /s/ Steven P. Albert
--------------------------------------
Name: Steven P. Albert
-------------------------------
Title: Chief Executive Officer and
-------------------------------
President
-------------------------------
By: /s/ James E. Mead
--------------------------------------
Name: James E. Mead
-------------------------------
Title: Senior Vice President
-------------------------------
and Chief Financial Officer
-------------------------------
LIMITED PARTNERS:
THE IRVINE COMPANY,
a Michigan corporation
By: /s/ Michael D. McKee
--------------------------------------
Name: Michael D. McKee
-------------------------------
Title: Executive Vice President
-------------------------------
and Chief Financial Officer
-------------------------------
By: /s/ Daniel C. Hedigan
--------------------------------------
Name: Daniel C. Hedigan
-------------------------------
Title: Assistant Secretary
-------------------------------
11
<PAGE> 13
R.S.J. ASSOCIATES,
a California limited partnership
By: The Irvine Company,
its general partner
By: /s/ Michael D. McKee
--------------------------------------
Name: Michael D. McKee
-------------------------------
Title: Executive Vice President
-------------------------------
and Chief Financial Officer
-------------------------------
By: /s/ Daniel C. Hedigan
--------------------------------------
Name: Daniel C. Hedigan
-------------------------------
Title: Assistant Secretary
-------------------------------
WOODBRIDGE WILLOWS ASSOCIATES,
a California limited partnership
By: The Irvine Company,
its general partner
By: /s/ Michael D. McKee
--------------------------------------
Name: Michael D. McKee
-------------------------------
Title: Executive Vice President
-------------------------------
and Chief Financial Officer
-------------------------------
By: /s/ Daniel C. Hedigan
--------------------------------------
Name: Daniel C. Hedigan
-------------------------------
Title: Assistant Secretary
-------------------------------
12
<PAGE> 14
TIC INVESTMENT COMPANY A,
a California general partnership
By: The Irvine Company,
a general partner
By: /s/ Michael D. McKee
--------------------------------------
Name: Michael D. McKee
-------------------------------
Title: Executive Vice President
-------------------------------
and Chief Financial Officer
-------------------------------
By: /s/ Daniel C. Hedigan
--------------------------------------
Name: Daniel C. Hedigan
-------------------------------
Title: Assistant Secretary
-------------------------------
TIC INVESTMENT COMPANY B,
a California general partnership
By: The Irvine Company,
a general partner
By: /s/ Michael D. McKee
--------------------------------------
Name: Michael D. McKee
-------------------------------
Title: Executive Vice President
-------------------------------
and Chief Financial Officer
-------------------------------
By: /s/ Daniel C. Hedigan
--------------------------------------
Name: Daniel C. Hedigan
-------------------------------
Title: Assistant Secretary
-------------------------------
TIC INVESTMENT COMPANY C,
a California general partnership
By: The Irvine Company,
a general partner
13
<PAGE> 15
By: /s/ Michael D. McKee
--------------------------------------
Name: Michael D. McKee
-------------------------------
Title: Executive Vice President
-------------------------------
and Chief Financial Officer
-------------------------------
By: /s/ Daniel C. Hedigan
--------------------------------------
Name: Daniel C. Hedigan
-------------------------------
Title: Assistant Secretary
-------------------------------
TIC INVESTMENT COMPANY D,
a California general partnership
By: The Irvine Company,
a general partner
By: /s/ Michael D. McKee
--------------------------------------
Name: Michael D. McKee
-------------------------------
Title: Executive Vice President
-------------------------------
and Chief Financial Officer
-------------------------------
By: /s/ Daniel C. Hedigan
--------------------------------------
Name: Daniel C. Hedigan
-------------------------------
Title: Assistant Secretary
-------------------------------
COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF IRVINE APARTMENT COMMUNITIES, L.P., DATED AS OF DECEMBER 1, 1993,
AS AMENDED.
14
<PAGE> 16
ADDITIONAL LIMITED PARTNER:
THOMPSON RESIDENTIAL COMPANY, INC.,
a California corporation
By: /s/ William W. Thompson
--------------------------------------
Name: William W. Thompson
-------------------------------
Title: President
-------------------------------
15
<PAGE> 17
Amendment No. 14 to Exhibit A
of the Partnership Agreement
[See Attached]
A-1
<PAGE> 18
<TABLE>
<CAPTION>
Gross Asset
Value of Number of
Name and Address Cash Contributed Total Partnership Percentage
of Partner Contribution(1) Property(1) Property Units(2) Interest
---------------- --------------- --------------- ----------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
TIC INVESTMENT COMPANY A 24,500,125.25(6) 0 24,500,125.25(6) 1,502,105(6) 3.6706285%
c/o The Investment Company
550 Newport Center Drive
Newport Beach, CA 92660
TIC INVESTMENT COMPANY C 30,312,381.63(7) 0 30,312,381.63(7) 1,504,446(7) 3.6763491%
c/o The Investment Company
550 Newport Center Drive
Newport Beach, CA 92660
TIC INVESTMENT COMPANY D 0 0 0 360,401(8) 0.8806961%
c/o The Investment Company
550 Newport Center Drive
Newport Beach, CA 92660
THOMPSON RESIDENTIAL COMPANY, INC 0 2,000,000(9) 2,000,0000.00(9) 74,523(9) 0.1821086%
591 Redwood Highway, Suite 5275
Mill Valley, CA 94941
--------------- --------------- ----------------- ---------- ----------
TOTAL $364,906,931.09 $ 922,297,698 $1,287,204,629.09 40,922,284 100.000000%
=============== =============== ================= ========== ==========
</TABLE>
(1) These amounts constitute the agreed value for purposes of the Act.
(2) Except with respect to the Limited Partner Units referred to in Notes
5, 6 and 13,280 of the General Partner Units referred to in Note 3 and
13,746 of the Limited Partner Units referred to Note 7, Partnership
Units were allocated in accordance with the net asset value of the
property contributed by each Partner.
(3) Of which $193,602,600 was contributed in connection with the December
1993 initial public offering of 11,800,000 REIT Shares, $84,378,375 was
contributed in connection with the August 1995 offering of 5,175,000
REIT Shares, $30,000,337.50 was contributed in connection with the July
1996 offering of 1,490,700 REIT Shares, $1,815,949.875 was deemed
contributed pursuant to Sections 4.6.B and 4.5.G for 76,667 REIT Shares
and $297,160.83 was deemed contributed pursuant to Section 4.8.A(3) for
13,280 REIT Shares.
A-2
<PAGE> 19
(4) Includes $65,898,000 gross asset value of property contributed by five
original limited partners which limited partners were liquidated on
June 30, 1995. The 1,359,000 Partnership Units owned by such limited
partners were transferred to The Irvine Company in connection with such
liquidation. Also includes $37,605,000 gross asset value of property
contributed by another original limited partner. The 160,000
Partnership Units owned by such limited partner were transferred to The
Irvine Company in June 1996.
(5) These Limited Partner Units were issued in accordance with Section
4.3.B prior to June 1, 1996 and were transferred to TIC Investment
Company B in June 1996 when it was admitted as a Substituted Limited
Partner.
(6) Of which $24,457,500 was contributed pursuant to Section 4.5.F and
4.5.G for 1,500,000 Limited Partner Units in connection with the August
1995 offering of REIT Shares and $42,626.25 was deemed contributed
pursuant to Section 4.8.A.(4) for 2,105 Limited Partner Units. All such
Units were issued prior to June 1, 1996 and were transferred to TIC
Investment Company A in June 1996 when it was admitted as Substituted
Limited Partner.
(7) Of which $30,000,337.50 was contributed pursuant to Sections 4.5.F and
4.5.G for 1,490,700 Limited Partner Units in connection with the July
1996 offering of REIT Shares and $312,044.13 was deemed contributed
pursuant to Section 4.8.A(4) for 13,746 Limited Partner Units.
(8) These Limited Partner Units were issued in accordance with Section
4.3.B. TIC Investment Company D was admitted as an additional Limited
Partner in July 1996.
(9) Thompson Residential Company, Inc. ("TRC") was admitted as an
Additional Limited Partner in February 1997 in connection with the
closing under the Contribution Agreement dated December 20, 1996
between TRC and the Partnership. Additional Limited Partner Units may
be issued to TRC in connection with its contribution pursuant to such
Contribution Agreement, in which event the amount under "Gross Asset
Value of Contributed Property" will be increased as provided in
Amendment No. 7 to the Partnership Agreement by the amount of the
Contingent Contribution Value (as defined in such Contribution
Agreement).
A-3
