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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
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IRVINE APARTMENT COMMUNITIES, INC.
(NAME OF ISSUER)
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TIC ACQUISITION LLC
THE IRVINE COMPANY
DONALD BREN
(NAME OF PERSON(S) FILING STATEMENT)
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463606-10
(CUSIP NUMBER OF CLASS OF SECURITIES)
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COMMON STOCK, $ .01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
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MICHAEL D. MCKEE, ESQ.
TIC ACQUISITION LLC
550 NEWPORT CENTER DRIVE
NEWPORT BEACH, CA 92660
(949) 720-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
Copies to:
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<S> <C>
THOMAS W. DOBSON, ESQ. WILLIAM J. CERNIUS, ESQ.
LATHAM & WATKINS LATHAM & WATKINS
633 WEST FIFTH STREET 650 TOWN CENTER DRIVE
SUITE 4000 TWENTIETH FLOOR
LOS ANGELES, CA 90071 COSTA MESA, CA 92626
(213) 485-1234 (714) 540-1235
</TABLE>
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting material or information statement
referred to in checking box (a) are preliminary copies: [ ]
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF
FILING FEE
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$685,980,362...........................................................$137,197
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* This amount is based upon a merger involving the cancellation of
20,175,893 Shares at $34.00 cash per Share. Pursuant to, and as provided
by, Rule 0-11(b)(1), the amount required to be paid with the filing of
this Schedule 13E-3 is $137,197.
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $137,197
Form or Registration No.: Preliminary Schedule 14A
Filing Party: Irvine Apartment Communities, Inc.
Date Filed: February 25, 1999
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Page 1 of 4 Pages
Exhibit Index on Page 5
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This Amendment No. 5 ("Amendment No. 5") to the Rule 13e-3
Transaction Statement on Schedule 13E-3 filed on February 25, 1999 (the
"Original Schedule 13E-3" and, together with Amendment No. 1 filed on April 2,
1999, Amendment No. 2 filed on April 20, 1999, Amendment No. 3 filed on May 3,
1999, Amendment No. 4 filed on May 4, 1999 and, as amended hereby, this
"Schedule 13E-3") is being filed jointly by TIC Acquisition LLC, a Delaware
limited liability company (the "Acquiror"), The Irvine Company, a Delaware
corporation ("TIC"), and Mr. Donald Bren in connection with the proposed merger
(the "Merger") of Irvine Apartment Communities, Inc., a Maryland corporation
(the "Company"), with and into the Acquiror pursuant to an Agreement and Plan of
Merger, dated as of February 1, 1999 (the "Merger Agreement"), by and between
the Company and the Acquiror. TIC is the managing member of the Acquiror and the
sole shareholder of the only other member of the Acquiror. By filing this
Schedule 13E-3, none of the joint signatories concedes that Rule 13e-3 under the
Securities Exchange Act of 1934, as amended, is applicable to the Merger or the
other transactions contemplated by the Merger Agreement.
2
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ITEM 16. ADDITIONAL INFORMATION.
Item 16 is hereby amended and supplemented as follows:
At a special meeting of shareholders of the Company held on June 7,
1999, the shareholders of the Company approved the merger of the Company with
and into the Acquiror in accordance with the Merger Agreement. The Merger
became effective on June 7, 1999 at 5:00 p.m. New York City time after the
filing of a Certificate of Merger with the Secretary of State of the State of
Delaware and Articles of Merger with the Maryland Department of Assessments and
Taxation. As a result of the Merger, the former shareholders of the Company are
entitled to receive $34 per share in cash.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended and supplemented as follows:
99.12 Certificate of Merger filed with the Secretary of State of the
State of Delaware on June 7, 1999
99.13 Articles of Merger filed with the Maryland Department of
Assessments and Taxation.
99.14 Joint press release of the Company and Acquiror dated
June 8, 1999.
3
<PAGE> 4
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 7, 1999
TIC ACQUISITION LLC
BY /s/ MICHAEL D. MCKEE
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NAME: Michael D. McKee
TITLE: Executive Vice
President, Chief
Financial Officer and
Secretary
THE IRVINE COMPANY
BY /s/ MICHAEL D. MCKEE
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NAME: Michael D. McKee
TITLE: Executive Vice
President, Chief
Financial Officer and
Secretary
DONALD BREN
BY /s/ DONALD BREN
------------------------------
4
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EXHIBIT INDEX
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Exhibit
Number Page No.
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99.12 Certificate of Merger filed with the Secretary of State of the
State of Delaware on June 7, 1999
99.13 Articles of Merger filed with the Maryland Department of
Assessments and Taxation.
99.14 Joint press release of the Company and Acquiror dated
June 8, 1999.
</TABLE>
5
<PAGE> 1
EXHIBIT 99.12
CERTIFICATE OF MERGER
OF
IRVINE APARTMENT COMMUNITIES, INC.,
A MARYLAND CORPORATION,
WITH AND INTO
TIC ACQUISITION LLC,
A DELAWARE LIMITED LIABILITY COMPANY
(PURSUANT TO SECTION 18-209 OF THE
DELAWARE LIMITED LIABILITY COMPANY ACT)
Pursuant to the provisions of Section 18-209 of the Delaware Limited
Liability Company Act ("DLLCA"), TIC Acquisition LLC, a Delaware limited
liability company, does hereby certify as follows:
FIRST: The name and jurisdiction of formation or incorporation of each
of the limited liability companies or other business entities parties to the
merger (the "constituent entities") are as follows:
NAME OF ENTITY STATE OF FORMATION OR INCORPORATION
- -------------- -----------------------------------
Irvine Apartment Communities, Inc. Maryland
TIC Acquisition LLC Delaware
SECOND: An Agreement and Plan of Merger (the "Merger Agreement")
between the constituent entities has been approved and executed by each of the
constituent entities of the merger in accordance with the requirements of
Section 18-209 of the DLLCA.
THIRD: TIC Acquisition LLC, a Delaware limited liability company (the
"Surviving Entity"), shall be the surviving entity of the merger.
FOURTH: The Limited Liability Company Agreement of TIC Acquisition LLC
will be the Limited Liability Company Agreement of the Surviving Entity.
FIFTH: The merger will become effective at 5:00 p.m. on the date of
filing of this Certificate of Merger.
SIXTH: The executed Merger Agreement is on file at the office of the
Surviving Entity, the address of which is c/o The Irvine Company, 550 Newport
Center Drive, Newport Beach, California 92660.
<PAGE> 2
SEVENTH: A copy of the Merger Agreement will be furnished by the
Surviving Entity, on request and without cost, to any member of TIC Acquisition
LLC or stockholder of Irvine Apartment Communities, Inc.
[Signature Page Follows]
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IN WITNESS WHEREOF, TIC Acquisition LLC, a Delaware limited liability
company, has caused this Certificate of Merger to be signed by a duly authorized
officer thereof this 7th day of June, 1999.
TIC ACQUISITION LLC, a Delaware
limited liability company
By: /s/ Michael D. McKee
-------------------------------
Michael D. McKee
Executive Vice President, Chief
Financial Officer and Secretary
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EXHIBIT 99.13
ARTICLES OF MERGER
MERGING
IRVINE APARTMENT COMMUNITIES, INC.,
A MARYLAND CORPORATION,
INTO
TIC ACQUISITION LLC,
A DELAWARE LIMITED LIABILITY COMPANY
FIRST: TIC Acquisition LLC, a limited liability company organized and
existing under the laws of the State of Delaware, and Irvine Apartment
Communities, Inc., a corporation organized and existing under the laws of the
State of Maryland, agree that said Irvine Apartment Communities, Inc., shall be
merged with and into said TIC Acquisition LLC. The terms and conditions of the
merger and the mode of carrying the same into effect are as set forth in these
Articles of Merger.
SECOND: The parties to these Articles of Merger are TIC Acquisition
LLC, a limited liability company organized on December 1, 1998 under the Limited
Liability Company Act of the State of Delaware, and Irvine Apartment
Communities, Inc., a corporation organized and existing under the laws of the
State of Maryland. Said TIC Acquisition LLC shall survive the merger and shall
continue under the name TIC Acquisition LLC (the "Surviving Entity").
THIRD: The location of the principal office of the Surviving Entity in
the State of Delaware, the state of its incorporation, is c/o The Corporation
Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801, and the name and address of a resident agent of said Surviving
Entity in Maryland is The Corporation Trust Incorporated, 300 East Lombard
Street, Baltimore, Maryland 21202.
FOURTH: The terms and conditions of the merger transaction as set forth
in these Articles of Merger were advised, authorized and approved by Irvine
Apartment Communities, Inc. in the manner and by the vote required by its
charter and the laws of Maryland. The manner in which the merger was approved is
as follows:
The merger was (i) duly advised pursuant to resolutions
adopted at a meeting of the Board of Directors and Independent Directors
Committee of said Irvine Apartment Communities, Inc. on February 1, 1999,
declaring that the merger herein proposed was advisable substantially upon the
terms and conditions set forth in these Articles of Merger, and directing that
the proposed merger be submitted for action thereon at a special meeting of the
shareholders of said corporation, and (ii) duly approved by the shareholders of
said corporation in the manner and by the vote required by law at the said
meeting of the shareholders held on June 7, 1999, by the affirmative vote of the
holders of two-thirds of each class of stock entitled to vote separately thereon
and the affirmative vote of the number of shares of said corporation's Common
Stock (excluding the shares held by TIC Acquisition LLC and its affiliates)
representing a majority of the total number of outstanding shares of said
corporation's Common Stock.
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FIFTH: The terms and conditions of the merger transaction as set forth
in these Articles of Merger were advised, authorized and approved by TIC
Acquisition LLC in the manner and by the vote required by the laws of Delaware.
The manner in which the merger was approved is as follows:
The merger was duly approved by the members who own more than
50% of the then current percentage or other interest in profits of the limited
liability company owned by all of the members.
SIXTH: The total number of shares, of stock of all classes which said
Irvine Apartment Communities, Inc. (the "Merged Corporation") has authority to
issue is 320,000,000 shares, consisting of 150,000,000 shares of Common Stock,
par value $.01 per share, 160,000,000 shares of excess stock, par value $.01 per
share, and 10,000,000 shares of preferred stock, par value $1.00 per share. The
aggregate authorized par value of all the shares of all classes is
$13,100,000.00.
SEVENTH: TIC Acquisition LLC has one class of membership interest which
has one class of members.
EIGHTH: The manner and basis of converting or exchanging issued stock
of the Merged Corporation is as follows:
Each issued and outstanding share of common stock of the
Merged Corporation shall be converted into the right to receive $34.00 cash,
without interest. There are no issued and outstanding shares of excess stock or
preferred stock of the Merged Corporation.
NINTH: The Merged Corporation owns no interest in land in Maryland.
TENTH: The merger does not amend the Limited Liability Company
Agreement of the Surviving Entity.
ELEVENTH: The merger will become effective at 5:00 p.m. on the date of
filing of these Articles of Merger.
[Signature Page Follows]
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IN WITNESS WHEREOF, TIC Acquisition LLC and Irvine Apartment
Communities, Inc., the parties to the merger, have caused these Articles of
Merger to be signed in their respective names and on their behalf by their
respective President and attested by their respective Secretary or Assistant
Secretary, as of the 7th day of June, 1999.
TIC ACQUISITION LLC, a Delaware
limited liability company
By: /s/ Donald L. Bren
------------------------------
Donald L. Bren
President
Attest:
By: /s/ Michael D. McKee
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Michael D. McKee
Secretary
IRVINE APARTMENT COMMUNITIES, INC.,
a Maryland corporation
By: /s/ William H. McFarland
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William H. McFarland
President
Attest:
By: /s/ Richard Lamprecht
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Richard Lamprecht
Assistant Secretary
<PAGE> 4
THE UNDERSIGNED, President of TIC Acquisition LLC, who executed the
foregoing Articles of Merger, of which this certificate is made a part, hereby
acknowledges, in the name and on behalf of said limited liability company, the
foregoing Articles of Merger to be the act of said limited liability company and
further certifies that, to the best of his knowledge, information and belief,
the matters and facts set forth therein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.
/s/ Donald L. Bren
---------------------------------
Donald L. Bren
THE UNDERSIGNED, President of Irvine Apartment Communities, Inc., who
executed the foregoing Articles of Merger, of which this certificate is made a
part, hereby acknowledges, in the name and on behalf of said corporation, the
foregoing Articles of Merger to be the act of said corporation and further
certifies that, to the best of his knowledge, information and belief, the
matters and facts set forth therein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.
/s/ William H. McFarland
---------------------------------
William H. McFarland
<PAGE> 1
EXHIBIT 99.14
FOR RELEASE
June 8, 1999
Contact:
Larry Thomas
Senior Vice President
Corporate Communications
The Irvine Company
(949) 720-3232
IRVINE APARTMENT COMMUNITIES, INC. AND TIC ACQUISITION LLC
COMPLETE MERGER TRANSACTION
NEWPORT BEACH, CA, June 8, 1999--Irvine Apartment Communities, Inc.
(NYSE:IAC) and TIC Acquisition LLC, a wholly owned subsidiary of The Irvine
Company, today announced that they have completed their previously announced
merger. The shareholders of Irvine Apartment Communities approved the merger at
a special meeting of shareholders held yesterday in Los Angeles.
In the merger, TIC Acquisition LLC will pay all of the common
shareholders of Irvine Apartment Communities $34 per share in cash. The total
purchase price, excluding the shares already owned by The Irvine Company, was
approximately $569 million.
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 nation's largest master-planned community. The company
also is active in the Silicon Valley, San Diego County and Los Angeles. At March
31, 1999, IAC owned or had under development 65 apartment communities with
19,479 units.
<PAGE> 2
The Irvine Company is a century old, privately held real estate
investment company primarily engaged in the long-term development of its land in
Orange County, California, and elsewhere in California. Following a
comprehensive master plan created in the 1960s, The Irvine Company is building a
series of large-scale communities on the Irvine Ranch.
####
