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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________ .
COMMISSION FILE NUMBER: 1-12478 (IRVINE APARTMENT COMMUNITIES, INC.)
0-22569 (IRVINE APARTMENT COMMUNITIES, L.P.)
1-13721 (IAC CAPITAL TRUST)
IRVINE APARTMENT COMMUNITIES, INC.
IRVINE APARTMENT COMMUNITIES, L.P.
IAC CAPITAL TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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MARYLAND 33-0698698
DELAWARE 33-0587829
DELAWARE 91-6452946
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
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550 NEWPORT CENTER DRIVE, SUITE 300, NEWPORT BEACH, CALIFORNIA 92660
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANTS' TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 720-5500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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TITLE OF EACH CLASS: NAME OF EACH EXCHANGE ON WHICH REGISTERED:
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COMMON STOCK, PAR VALUE $.01 PER SHARE NEW YORK STOCK EXCHANGE, INC.;
(IRVINE APARTMENT COMMUNITIES, INC.) PACIFIC EXCHANGE, INC.
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF DECEMBER 31, 1998: 20,163,643
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS:
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UNITS OF GENERAL PARTNERSHIP INTEREST
(IRVINE APARTMENT COMMUNITIES, L.P.)
NUMBER OF UNITS OUTSTANDING AS OF DECEMBER 31, 1998: 20,163,643
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS: NAME OF EACH EXCHANGE ON WHICH REGISTERED:
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SERIES A PREFERRED SECURITIES NEW YORK STOCK EXCHANGE, INC.
(IAC CAPITAL TRUST)
NUMBER OF SECURITIES OUTSTANDING AS OF DECEMBER 31, 1998: 6,000,000
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Indicate by check mark whether the registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter time as required), and
(2) has been subject to such filing requirements for the past 90 days:
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Irvine Apartment Communities, Inc. Yes [X] No [ ]
Irvine Apartment Communities, L.P. Yes [X] No [ ]
IAC Capital Trust Yes [X] No [ ]
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants' knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of January 31, 1999 was $531,666,000 assuming that all officers
and directors of the Company are affiliates.
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EXPLANATORY NOTE: This Annual Report on Form 10-K/A is being filed solely for
the purpose of filing signed copies of Exhibits 23.1, 23.2 and 23.3, which
were inadvertently misfiled on April 30, 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrants have duly caused this Amended Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
IRVINE APARTMENT COMMUNITIES, INC.
Date: May 3, 1999 By: /s/ SHAWN HOWIE
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Shawn Howie
Interim Chief Financial Officer and
Secretary
IRVINE APARTMENT COMMUNITIES, L.P.
By: Irvine Apartment Communities,
Inc.,
its sole general partner
Date: May 3, 1999 By: /s/ SHAWN HOWIE
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Shawn Howie
Interim Chief Financial Officer and
Secretary
IAC CAPITAL TRUST
Date: May 3, 1999 By: /s/ SHAWN HOWIE
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Shawn Howie
Regular Trustee
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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2.1.1 Agreement and Plan of Merger dated as of March 20, 1996
between the Company and Irvine Apartment Communities, Inc.,
a Delaware corporation (incorporated by reference to Exhibit
2.1 of the Company's Registration Statement on Form 8-B,
filed with the Securities and Exchange Commission on April
30, 1996 (the "Form 8-B")).
2.2 Purchase and Sale Agreement and Joint Escrow Instructions
dated April 18, 1997 by and between Aoki Construction (CA)
Co., Ltd. and the Operating Partnership (incorporated by
reference to Exhibit 2.1 of the Current Report on Form 8-K
of the Company and the Operating Partnership filed on August
6, 1997).
2.3 Agreement and Plan of Merger dated as of February 1, 1999,
between TIC Acquisition LLC and the Company (incorporated by
reference to Exhibit 2.1 of the Current Report on Form 8-K
of the Company filed on February 2, 1999).
2.4 Stock Purchase Agreement dated as of February 1, 1999 among
the Operating Partnership, as buyer, and William H.
Thompson, Bruce Dorfman and Robert Hughes, as sellers.*
3.1 Articles of Amendment and Restatement of the Company
(incorporated by reference to Exhibit 3.1 of the Form 8-B).
3.2 Articles of Merger dated May 2, 1996 between the Company and
Irvine Apartment Communities, Inc., a Delaware corporation
(incorporated by reference to Exhibit 14 of Amendment No. 5
to Schedule 13D filed on July 15, 1996 by The Irvine
Company, TIC Investment Company A, TIC Investment Company C
and Donald L. Bren).
3.3 Amended Bylaws of the Company (incorporated by reference to
Exhibit 3.2 of the Form 8-B).
3.4 Specimen of Certificate Representing Shares of Common Stock
(incorporated by reference to Exhibit 3.3 of the Form 8-B).
3.5 Second Amended and Restated Agreement of Limited Partnership
of Irvine Apartment Communities, L.P. dated January 20, 1998
(incorporated by reference to Exhibit 3.5 of the Annual
Report on Form 10-K of the Company and the Operating
Partnership for the year ended December 31, 1997 (the "1997
Form 10-K")).
3.5.1 Amendment No. 1 dated as of October 30, 1998 to the Second
Amended and Restated Agreement of Limited Partnership of the
Operating Partnership dated as of January 20, 1998.*
3.6 Designation Instrument dated January 20, 1998, relating to
the Series A Preferred L.P. Units of the Operating
Partnership (incorporated by reference to Exhibit 3.6 of the
1997 Form 10-K).
3.6.1 Designation Instrument dated November 12, 1998, relating to
the Series B Preferred L.P. Units of the Operating
Partnership.*
4.1 Indenture dated as of October 1, 1997 between the Operating
Partnership and First Trust of California, National
Association, as Trustee (the "Trustee") (incorporated by
reference to Exhibit 4.1 of the Current Report on Form 8-K
of the Company and the Operating Partnership filed on
October 1, 1997 (the "October 1997 Form 8-K")).
4.2 Supplemental Indenture No. 1 dated as of October 1, 1997,
relating to the Operating Partnership's 7% Notes due 2007,
between the Operating Partnership and the Trustee
(incorporated by reference to Exhibit 4.2 of the October
1997 Form 8-K).
4.3 Form of Series A Trust Preferred Security (included in
Exhibit 4.5).
4.4 Amended and Restated Declaration of Trust dated January 20,
1998 of IAC Capital Trust (incorporated by reference to
Exhibit 4.4 of the 1997 Form 10-K).
4.5 Certificate of Terms dated January 20, 1998 Relating to
Series A Preferred Securities of IAC Capital Trust
(incorporated by reference to Exhibit 4.5 of the 1997 Form
10-K).
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EXHIBIT
NUMBER DESCRIPTION
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4.6 Officer's Certificate dated April 9, 1998 setting forth
certain terms and provisions applicable to the Operating
Partnership's Medium-Term Notes, Series A (incorporated by
reference to Exhibit 4.1 of the Current Report on Form 8-K
of the Company and the Operating Partnership filed on April
10, 1998 (the "MTN 8-K")).
4.7 Form of the Operating Partnership's Fixed Rate Medium-Term
Note, Series A (incorporated by reference to Exhibit 4.2 of
the MTN 8-K).
4.8 Form of the Operating Partnership's Floating Rate
Medium-Term Note, Series A (incorporated by reference to
Exhibit 4.3 of the MTN 8-K).
4.9 Supplemental Indenture No. 2 dated as of April 9, 1998 to
the Indenture dated as of October 1, 1997 between the
Operating Partnership and U.S. Bank Trust National
Association, trustee (incorporated by reference to Exhibit
4.4 of the MTN 8-K).
10.1 Purchase and Sale Agreement and Joint Escrow Instructions
dated April 18, 1997 by and between Aoki Construction (CA)
Co., Ltd. and the Operating Partnership (see Exhibit 2.2).
10.2 Lease Agreement (incorporated by reference to Exhibit 10.2
of the Annual Report on Form 10-K of the Company for the
year ended December 31, 1993 (the "1993 Form 10-K").
10.3 Employment Agreement with Former Senior Vice President,
Chief Financial Officer and Secretary (incorporated by
reference to Exhibit 10.3 of the 1997 Form 10-K).
10.3.1 Confidentiality Agreement and General Release dated as of
October 13, 1998 between the Company and the former Senior
Vice President, Chief Financial Officer and Secretary.*
10.4 Miscellaneous Rights Agreement among the Company and the
persons named therein (incorporated by reference to Exhibit
10.4 of the Form 8-B).
10.4.1 Amendment No. 1 to the Miscellaneous Rights Agreement
(incorporated by reference to Exhibit 10.4.1 of the
Quarterly Report on Form 10-Q of the Company and the
Operating Partnership for the quarter ended September 30,
1997 (the "1997 Third Quarter Form 10-Q")).
10.4.2 Amendment No. 2 to the Miscellaneous Rights Agreement
(incorporated by reference to Exhibit 10.4.2 of the 1997
Form 10-K).
10.5 Administrative Services Agreement (incorporated by reference
to Exhibit 10.5 of the 1993 Form 10-K).
10.5.1 Amendment and Extension to the Administrative Services
Agreement (incorporated by reference to Exhibit 10.5.1 of
the Annual Report on Form 10-K of the Company for the year
ended December 31, 1994).
10.5.4 Amendment No. 4 to the Administrative Services Agreement
(incorporated by reference to Exhibit 10.5.4 of the
Quarterly Report on Form 10-Q of the Company, the Operating
Partnership and the Trust for the quarter ended June 30,
1998 (the "1998 Second Quarter Form 10-Q")).
10.6 Exclusive Land Rights and Non-Competition Agreement
(incorporated by reference to Exhibit 10.6 of the 1993 Form
10-K).
10.6.1 Amendment No. 1 to the Exclusive Land Rights and
Non-Competition Agreement (incorporated by reference to
Exhibit 10.6.1 of the Quarterly Report on Form 10-Q of the
Company for the quarter ended June 30, 1995 (the "1995
Second Quarter Form 10-Q")).
10.6.2 Amendment No. 2 to the Exclusive Land Rights and
Non-Competition Agreement (incorporated by reference to
Exhibit 10.6.2 of the 1995 Second Quarter Form 10-Q).
10.6.3 Amendment No. 3 to the Exclusive Land Rights and
Non-Competition Agreement (incorporated by reference to
Exhibit 10.6.3 of the Form 8-B).
10.6.4 Amendment No. 4 to the Exclusive Land Rights and
Non-Competition Agreement (incorporated by reference to
Exhibit 10.6.4 of the 1997 Third Quarter Form 10-Q).
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EXHIBIT
NUMBER DESCRIPTION
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10.6.5 Amendment No. 5 to the Exclusive Land Rights and
Non-Competition Agreement (incorporated by reference to
Exhibit 10.6.5 of the 1997 Form 10-K).
10.7 Contribution Agreement and Escrow Instructions Agreement
(incorporated by reference to Exhibit 10.7 of the 1993 Form
10-K).
10.8 Irvine Apartment Communities, Inc. 1993 Stock Option Plan
for Directors (incorporated by reference to Exhibit 10.8 of
the 1993 Form 10-K).
10.8.1 Irvine Apartment Communities, Inc. Amended and Restated 1993
Stock Option Plan for Directors (incorporated by reference
to Exhibit 10.8.1 of the 1998 Second Quarter Form 10-Q).
10.9 Irvine Apartment Communities, Inc. 1993 Long-Term Stock
Incentive Plan (incorporated by reference to Exhibit 10.9 of
the 1993 Form 10-K).
10.10 Irrevocable Trust Agreement (incorporated by reference to
Exhibit 10.10 of the 1993 Form 10-K).
10.11 Revolving Credit Agreement dated as of June 27, 1997
(incorporated by reference to Exhibit 10.11 of the Quarterly
Report on Form 10-Q of the Company and the Operating
Partnership for the quarter ended June 30, 1997 (the "1997
Second Quarter Form 10-Q")).
10.12 Indenture of Trust for Tax-Exempt Mortgage Bond Financing
(incorporated by reference to Exhibit 10.13 of the 1995
Second Quarter Form 10-Q).
10.13 Employment Agreement with Chief Executive Officer
(incorporated by reference to Exhibit 10.13 of the 1997
Second Quarter Form 10-Q).
10.14 Irvine Apartment Communities, Inc. 1996 Long-Term Stock
Incentive Plan (incorporated by reference to Exhibit 10.14
of the Form 8-B).
10.15 Employment Agreement with the Senior Vice President,
President, Irvine Ranch Division (incorporated by reference
to Exhibit 10.15 of the 1997 Form 10-K).
10.16 Stock Purchase Agreement dated as of February 1, 1999 among
the Operating Partnership, as buyer, and William H.
Thompson, Bruce Dorfman and Robert Hughes, as sellers (see
Exhibit 2.4).
10.17 Irvine Apartment Management Company Partnership Agreement
dated March 12, 1998 by and between Apartment Management
Company, LLC and Western National Securities d/b/a Western
National Property Management ("WNPM") (incorporated by
reference to Exhibit 10.17 of the Quarterly Report on Form
10-Q of the Company, the Operating Partnership and the Trust
for the quarter ended March 31, 1998 (the "1998 First
Quarter Form 10-Q")).
10.18 Management Agreement dated as of April 1, 1998 by and
between the Operating Partnership and Irvine Apartment
Management Company (incorporated by reference to Exhibit
10.18 of the 1998 First Quarter Form 10-Q).
10.19 Guaranty dated as of March 12, 1998 by the Operating
Partnership in favor of WNPM and the WNPM Indemnities (as
defined in Exhibit 10.17 hereto) (incorporated by reference
to Exhibit 10.19 of the 1998 First Quarter Form 10-Q).
10.20 Irvine Apartment Communities, Inc. Deferred Compensation
Plan for Outside Directors (incorporated by reference to
Exhibit 10.20 of the 1998 Second Quarter Form 10-Q).
10.21 Letter Agreement dated February 1, 1999 from The Irvine
Company to the Company.*
10.22 Unsecured Loan Agreement dated as of November 20, 1998 by
and among the Operating Partnership, the Banks listed
therein, Wells Fargo Bank, N.A., as Co-Arranger and
Administrative Agent, and U.S. Bank National Association, as
Co-Arranger.*
10.23.1 Retention Agreement with Mr. McFarland dated January 22,
1999.*
10.23.2 Form of Retention Agreement with certain of the Company's
executive officers.*
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EXHIBIT
NUMBER DESCRIPTION
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10.23.3 Form of Retention Agreement with holders of awards under the
1993 Long-Term Stock Incentive Plan or the 1996 Long-Term
Stock Incentive Plan.*
10.24 Loan Agreement by and between California Statewide
Communities Development Authority and the Operating
Partnership dated as of May 15, 1998.*
10.25 Indenture of Trust by and between California Statewide
Communities Development Authority and U.S. Bank Trust
National Association, as Trustee dated as of May 15, 1998
securing $334,190,000 California Statewide Communities
Development Authority Apartment Development Revenue
Refunding Bonds, Series 1998A (Irvine Apartment Communities,
L.P.).*
10.26 First Supplemental Indenture of Trust by and between
California Statewide Communities Development Authority and
U.S. Bank Trust National Association, as Trustee dated as of
June 11, 1998 ($334,190,000 California Statewide Communities
Development Authority Apartment Development Revenue
Refunding Bonds, Series 1995A).*
10.27 Registration Rights Agreement dated as of November 12, 1998
by and among the Operating Partnership, the Company, the
Trust and Greene Street 1998 Exchange Fund, L.P.*
12 The Company's ratio of earnings to fixed charges for the
year ended December 31, 1998.*
21.1 Subsidiaries of the Company (incorporated by reference to
Exhibit 21.1 of the 1997 Form 10-K).
21.2 Subsidiaries of the Operating Partnership (incorporated by
reference to Exhibit 21.2 of the 1997 Form 10-K).
21.3 Subsidiaries of the Trust (none).
23.1 Consent of Ernst & Young LLP (with respect to Irvine
Apartment Communities, Inc.).
23.2 Consent of Ernst & Young LLP (with respect to Irvine
Apartment Communities, L.P.).
23.3 Consent of Ernst & Young LLP (with respect to IAC Capital
Trust).
27.1 Financial Data Schedule for the Company (only included in
electronically-filed document).*
27.2 Financial Data Schedule for the Operating Partnership (only
included in electronically-filed document).*
27.3 Financial Data Schedule for IAC Capital Trust (only included
in electronically-filed document).*
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* Filed with initial filing of this Report.
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IRVINE APARTMENT COMMUNITIES, INC.
CONSENT OF INDEPENDENT AUDITORS
Exhibit 23.1
We consent to the use of our report dated February 1, 1999 with respect to the
consolidated financial statements and related financial statement schedule of
Irvine Apartment Communities, Inc., included in this Annual Report on Form
10-K/A of Irvine Apartment Communities, Inc.
We also consent to the incorporation by reference of our report dated February
1, 1999 with respect to the consolidated financial statements and related
financial statement schedule of Irvine Apartment Communities, Inc., in the
Registration Statement (Form S-8) pertaining to the Irvine Apartment
Communities, Inc. 1993 Stock Option Plan for Directors, in the Registration
Statement (Form S-8) pertaining to the Irvine Apartment Communities, Inc. 1993
Long-Term Stock Incentive Plan, in the Registration Statement (Form S-8)
pertaining to the Irvine Apartment Communities, Inc. 1996 Long-Term Stock
Incentive Plan, in the Registration Statement (Form S-3) pertaining to the
Irvine Apartment Communities, Inc. Dividend Reinvestment and Additional Cash
Investment Plan, and in the Registration Statement (Form S-3) of Irvine
Apartment Communities, Inc. pertaining to the registration of $350,000,000 of
Debt Securities, Preferred Stock, Common Stock and Warrants.
/s/ ERNST & YOUNG LLP
Newport Beach, California
April 30, 1999
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IRVINE APARTMENT COMMUNITIES, L.P.
CONSENT OF INDEPENDENT AUDITORS
Exhibit 23.2
We consent to the use of our report dated February 1, 1999 with respect to the
consolidated financial statements and related financial statement schedule of
Irvine Apartment Communities, L.P., included in this Annual Report on Form
10-K/A of Irvine Apartment Communities, L.P.
We also consent to the incorporation by reference of our report dated February
1, 1999 with respect to the consolidated financial statements and related
financial statement schedule of Irvine Apartment Communities, L.P. in the
Registration Statement (Form S-3) pertaining to the Irvine Apartment
Communities, L.P. registration of $350,000,000 of Debt Securities.
/s/ ERNST & YOUNG LLP
Newport Beach, California
April 30, 1999
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IAC CAPITAL TRUST
CONSENT OF INDEPENDENT AUDITORS
Exhibit 23.3
We consent to the use of our report dated February 1, 1999 with respect to the
financial statements of IAC Capital Trust included in this Annual Report on
Form 10-K/A of IAC Capital Trust.
/s/ ERNST & YOUNG LLP
Newport Beach, California
April 30, 1999
