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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 Date of Report (Date of earliest event
reported): December 1, 1998
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IRVINE APARTMENT COMMUNITIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 0-12478 33-0698698
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
550 Newport Center Drive, Suite 300,
Newport Beach, California 92660
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 720-5500
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Item 5. Other Events
On December 1, 1998, Irvine Apartment Communities, Inc. received a letter
from TIC Acquisition LLC proposing the acquisition by TIC Acquisition LLC of
all of the outstanding shares of common stock of Irvine Apartment Communities,
Inc. in a business combination for $32.50 per share in cash.
Irvine Apartment Communities, Inc. has informed TIC Acquisition LLC that
the Independent Directors Committee of its Board of Directors will review the
proposal in the context of the Board of Directors' obligations to the
shareholders of Irvine Apartment Communities, Inc. and will respond at the
appropriate time.
Copies of TIC Acquisition LLC's press release and letter, as well as
Irvine Apartment Communities, Inc.'s press release and letter, are filed as
Exhibits hereto.
Item 7. Exhibits
EXHIBITS
Exhibit 99.1 - Letter dated December 1, 1998 from TIC Acquisition LLC to
Irvine Apartment Communities, Inc. (incorporated by reference
to Exhibit 99.2 to Amendment No. 17 to the Schedule 13D of The
Irvine Company et al. ("Amendment No. 17") filed on December
2, 1998, with respect to the common stock of Irvine Apartment
Communities, Inc.)
Exhibit 99.2 - Press release of TIC Acquisition LLC dated December 1, 1998
(incorporated by reference to Exhibit 99.3 to Amendment No.
17)
Exhibit 99.3 - Press release of Irvine Apartment Communities, Inc. dated
December 4, 1998.
Exhibit 99.4 - Letter dated December 4, 1998 from Anthony M. Frank, Chairman
of the Independent Directors Committee of Irvine Apartment
Communities, Inc., to TIC Acquisition LLC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IRVINE APARTMENT COMMUNITIES, INC.
Date: December 4, 1998 By: /s/ Shawn Howie
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Shawn Howie
Vice President, Corporate Finance
and Controller
EXHIBIT 99.3
[IAC Letterhead]
December 4, 1998
TIC Acquisition LLC
550 Newport Center Drive
Newport Beach, California 92660
Attn: Michael D. McKee
Re: TIC Acquisition LLC Proposal
Dear Mike:
This letter is to acknowledge the receipt by the Board of Directors of
Irvine Apartment Communities, Inc. ("IAC") of your December 1, 1998 letter
proposing the acquisition by TIC Acquisition LLC of all of the outstanding
shares of common stock of IAC in a business combination for $32.50 per share in
cash.
The Board of Directors (and the Independent Directors Committee
thereof) will review your proposal in consultation with our financial and legal
advisors and will respond to you in due course. In addition, in formulating
IAC's response to your proposal (in the context of the Board of Directors'
obligations to IAC's shareholders), the Board of Directors (or the Independent
Directors) may request from you additional information regarding your proposal
from time to time.
Very truly yours,
/s/ Anthony M. Frank
Anthony M. Frank
Chairman
Independent Directors Committee
cc: Board of Directors of
Irvine Apartment Communities, Inc.
EXHIBIT 99.4
[IAC Letterhead]
FOR RELEASE
December 4, 1998
Contact:
James B. Mead
Senior Vice President and
Chief Financial Officer
(949) 720-5557
or
Arun Paul
Director, Corporate Finance
and Strategic Planning
(949) 720-5540
(888) 688-5440 -- after hours
IRVINE APARTMENT COMMUNITIES ACKNOWLEDGES
RECEIPT OF TIC ACQUISITION LLC PROPOSAL
NEWPORT BEACH, CA, December 4, 1998 -- Irvine Apartment Communities
(NYSE:IAC) today acknowledged receipt of an offer by TIC Acquisition LLC (a
subsidiary of The Irvine Company) to acquire all of the outstanding shares of
common stock in a business combination for $32.50 per share in cash.
The company said that it had informed TIC Acquisition LLC that the
Independent Directors Committee of its board of directors would review the
proposal and respond in due course.
Irvine Apartment Communities, a Southern California-based real estate
investment trust, is the dominant owner and operator of apartment properties on
the Irvine Ranch, the nations largest master-planned community. The company
also is active in the Silicon Valley, San Diego County and Los Angeles. At
September 30, 1998, IAC owned or had under development 62 apartment communities
with 18,758 units.
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