<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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
(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:
<TABLE>
<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: [X]
<TABLE>
<CAPTION>
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF
FILING FEE
<S> <C>
$685,980,362...........................................................$137,197
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</TABLE>
* 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 9 Pages
Exhibit Index on Page 10
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This Amendment No. 1 ("Amendment No. 1") to the Rule 13e-3
Transaction Statement on Schedule 13E-3 filed on February 25, 1999 (the
"Original Schedule 13E-3" and, as amended hereby, this "Schedule 13E-3") is
being filed jointly by TIC Acquisition LLC, a Delaware limited liability company
(the "Acquiror"), and The Irvine Company, a Delaware corporation ("TIC"), 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, neither 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.
In the Merger, the Company will merge with and into the Acquiror,
with the Acquiror as the surviving company. Upon the effectiveness of the Merger
(the "Effective Time"), each share of common stock, par value $.01 per share, of
the Company (the "Shares"), issued and outstanding immediately prior to the
Effective Time will be converted into and represent the right to receive $34.00
in cash, without interest, subject to applicable back-up withholding taxes.
This Amendment No. 1 is being filed with the Securities and
Exchange Commission concurrently with a revised preliminary proxy statement
filed by the Company pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Proxy Statement"). A copy of the Proxy Statement
is attached hereto as Exhibit 99.1. The following cross reference sheet is being
supplied pursuant to General Instruction F to Schedule 13E-3 and shows the
location in the Proxy Statement of the information required to be included in
this Schedule 13E-3. The information contained in the Proxy Statement, including
all appendices thereto, is expressly incorporated herein by reference and the
responses to each item are qualified in their entirety by reference to the
information contained in the Proxy Statement and the appendices thereto.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to such terms in the Proxy Statement.
<TABLE>
<CAPTION>
CROSS REFERENCE SHEET
ITEM NUMBER AND CAPTION LOCATION IN THE
IN SCHEDULE 13E-3 PROXY STATEMENT
- ----------------- ---------------
<S> <C>
1. Issuer and Class of Security Subject to the
Transaction
(a) "SUMMARY;" and "GENERAL -- The Company"
(b) "SUMMARY -- Voting;" and "INFORMATION
CONCERNING THE SPECIAL MEETING -- Record Date;
Quorum; Outstanding Common Stock Entitled to
Vote"
(c) "COMMON STOCK MARKET PRICE INFORMATION;
DIVIDEND INFORMATION"
(d) "COMMON STOCK MARKET PRICE INFORMATION;
DIVIDEND INFORMATION"
(e) "CERTAIN RELATIONSHIPS AND TRANSACTIONS"
(f) "CERTAIN RELATIONSHIPS AND TRANSACTIONS"
2. IDENTITY AND BACKGROUND "SUMMARY;" "GENERAL -- The Acquiror;" and
"MANAGEMENT OF THE ACQUIROR AND ITS MEMBERS"
3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)(1) "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Background of the Merger;" and "CERTAIN
RELATIONSHIPS AND TRANSACTIONS"
(a)(2) "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Background of the Merger;" "BACKGROUND; PURPOSE AND
EFFECTS OF THE MERGER -- The Acquiror's Purpose;
Structure of the Merger;" and "CERTAIN RELATIONSHIPS
AND TRANSACTIONS"
(b) "CERTAIN RELATIONSHIPS AND TRANSACTIONS"
4. TERMS OF THE TRANSACTION
(a) "SUMMARY;" "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER;" and "THE MERGER"
(b) "SUMMARY;" "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER;" and "THE MERGER"
5. PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE
(a) - (g)
"BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Background of the Merger;" "BACKGROUND; PURPOSE
AND EFFECTS OF THE MERGER -- The Acquiror's Purpose;
Structure of the Merger;" "BACKGROUND; PURPOSE
AND EFFECTS OF THE MERGER -- Certain Consequences
of the Merger;" and "BACKGROUND; PURPOSE AND
EFFECTS OF THE MERGER -- Plans for the Company
After the Merger"
6. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
(a) - (c) "SUMMARY -- Financing; Source of Funds;"
"THE MERGER -- Financing; Source of Funds;"
and "THE MERGER -- Fees and Expenses"
(d) *
</TABLE>
2
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<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION LOCATION IN THE
IN SCHEDULE 13E-3 PROXY STATEMENT
- ----------------------- ----------------
<S> <C>
7. PURPOSE(S), ALTERNATIVES, REASONS AND
EFFECTS
(a) - (c) "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER -- Background
of the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER -- The Acquiror's Purpose; Structure of the Merger;"
"BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Recommendation of the Special Committee and the Board of
Directors; Fairness of the Merger;" "BACKGROUND; PURPOSE AND
EFFECTS OF THE MERGER -- Opinion of the Financial Advisor
for the Special Committee;" "BACKGROUND; PURPOSE AND
EFFECTS OF THE MERGER -- Position of the Acquiror and The
Irvine Company;" and "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER -- Summary of the NationsBanc Montgomery Reports"
(d) "SUMMARY -- Purpose, Structure and Effects of the Merger;"
"SUMMARY -- Potential Conflicts of Interest of Officers and
Directors of the Company" "SUMMARY -- Federal Income Tax
Consequences;" "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER -- The Acquiror's Purpose; Structure of the Merger;"
"BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Recommendation of the Special Committee and the Board of
Directors; Fairness of the Merger;" "BACKGROUND; PURPOSE AND
EFFECTS OF THE MERGER -- Benefits and Detriments to
Nonaffiliated Shareholders;" "BACKGROUND; PURPOSE AND EFFECTS
OF THE MERGER -- Interests of Certain Persons in the Merger;
Certain Company Benefit Plans;" "BACKGROUND; PURPOSE AND
EFFECTS OF THE MERGER -- Certain Consequences of the
Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Plans for the Company After the Merger;" "BACKGROUND;
PURPOSE AND EFFECTS OF THE MERGER -- Material Tax
Consequences;" "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER -- Accounting Treatment;" "THE MERGER;" and "CERTAIN
RELATIONSHIPS AND TRANSACTIONS -- Agreement with Messrs.
Thompson, Dorfman and Hughes"
8. FAIRNESS OF THE TRANSACTIONS
(a) - (e) "INFORMATION CONCERNING THE SPECIAL MEETING -- Vote
Required;" "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Background of the Merger;" "BACKGROUND; PURPOSE AND EFFECTS
OF THE MERGER -- The Acquiror's Purpose; Structure of the
Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Recommendation of the Special Committee and the Board of
Directors; Fairness of the Merger;" "BACKGROUND; PURPOSE AND
EFFECTS OF THE MERGER -- Position of the Acquiror and The
Irvine Company;" "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER -- Opinion of the Financial Advisor for the Special
Committee;" "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER -- Summary of the NationsBanc Montgomery Reports;"
"BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER -- Interests of
Certain Persons in the Merger; Certain Company Benefit Plans;"
and "APPENDIX B -- OPINION OF MORGAN STANLEY"
(f) *
9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN
NEGOTIATIONS
(a) - (c) "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Background of the Merger;" "BACKGROUND; PURPOSE AND
EFFECTS OF THE MERGER -- The Acquiror's Purpose; Structure
of the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER -- Recommendation of the Special Committee and the
Board of Directors; Fairness of the Merger;" "BACKGROUND;
PURPOSE AND EFFECTS OF THE MERGER -- Position of the
Acquiror and The Irvine Company;" "BACKGROUND; PURPOSE
AND EFFECTS OF THE MERGER -- Opinion of the Financial
Advisor for the Special Committee;" "BACKGROUND; PURPOSE AND
EFFECTS OF THE MERGER -- Summary of the NationsBanc Montgomery
Reports;" and "APPENDIX B -- OPINION OF MORGAN STANLEY"
10. INTEREST IN SECURITIES OF THE ISSUER
(a) "SECURITIES OWNERSHIP"
(b) "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Background of the Merger;" "THE MERGER;" and "CERTAIN
RELATIONSHIPS AND TRANSACTIONS"
11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS "SUMMARY;" "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
WITH RESPECT TO THE ISSUER'S SECURITIES Background of the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF
THE MERGER -- The Acquiror's Purpose; Structure of the Merger;"
"THE MERGER;" and "CERTAIN RELATIONSHIPS AND TRANSACTIONS" and
"SECURITIES OWNERSHIP"
12. PRESENT INTENTION AND RECOMMENDATION OF
CERTAIN PERSONS WITH REGARD TO THE TRANSACTION
(a) - (b) "SUMMARY;" "INFORMATION CONCERNING THE SPECIAL MEETING -- Vote
Required;" "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Background of the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER -- The Acquiror's Purpose; Structure of the Merger;"
"BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER -- Recommendation of
the Special Committee and the Board of Directors; Fairness of the
Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Position of the Acquiror and The Irvine Company;" and "BACKGROUND;
PURPOSE AND EFFECTS OF THE MERGER -- Interests of Certain Persons
in the Merger; Certain Company Benefit Plans"
13. OTHER PROVISIONS OF THE TRANSACTION
(a) "SUMMARY -- No Appraisal Rights;" and "THE
MERGER -- No Appraisal Rights"
(b) *
</TABLE>
3
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<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION LOCATION IN THE
IN SCHEDULE 13E-3 PROXY STATEMENT
- ----------------------- ----------------
<S> <C>
(c) *
14. FINANCIAL INFORMATION
(a) "SELECTED FINANCIAL DATA OF THE COMPANY;"
and the Consolidated Financial Statements of
the Company included in the Company's Annual
Report on Form 10-K for the year ended December
31, 1998 to be mailed to Shareholders with the
Proxy Statement.
(b) *
15. PERSONS AND ASSETS EMPLOYED, RETAINED OR
UTILIZED
(a) "INFORMATION CONCERNING THE SPECIAL MEETING --
Proxy Solicitation;" "BACKGROUND; PURPOSE AND
EFFECTS OF THE MERGER -- Background of the Merger;"
"BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
The Acquiror's Purpose; Structure of the Merger;"
"BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Certain Consequences of the Merger;" "BACKGROUND;
PURPOSE AND EFFECTS OF THE MERGER -- Plans for the
Company After the Merger;" "THE MERGER --
Financing; Source of Funds;" and "THE MERGER
-- Fees and Expenses"
(b) "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Summary of the NationsBanc Montgomery Reports;"
"THE MERGER -- Fees and Expenses;" and
"BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Position of the Acquiror and The Irvine Company;"
16. ADDITIONAL INFORMATION *
17. MATERIAL TO BE FILED AS EXHIBITS
(a)-(f) Separately filed with this Schedule 13E-3.
</TABLE>
* The Item is inapplicable or the answer thereto is in the negative.
4
<PAGE> 5
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth in "SUMMARY;" and "GENERAL -- The Company"
in the Proxy Statement is hereby incorporated herein by reference.
(b) The information set forth in "SUMMARY -- Voting;" and "INFORMATION
CONCERNING THE SPECIAL MEETING -- Record Date; Quorum; Outstanding Common Stock
Entitled to Vote" in the Proxy Statement is hereby incorporated herein by
reference.
(c) The information set forth in "COMMON STOCK MARKET PRICE INFORMATION;
DIVIDEND INFORMATION" in the Proxy Statement is hereby incorporated herein by
reference.
(d) The information set forth in "COMMON STOCK MARKET PRICE INFORMATION;
DIVIDEND INFORMATION" in the Proxy Statement is hereby incorporated herein by
reference.
(e) The information set forth in "CERTAIN RELATIONSHIPS AND
TRANSACTIONS" in the Proxy Statement is hereby incorporated herein by reference.
(f) The information set forth in "CERTAIN RELATIONSHIPS AND
TRANSACTIONS" in the Proxy Statement is hereby incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13E-3 is being filed by the Acquiror and TIC. The Company
is the issuer of the Common Stock which is the subject of the Rule 13e-3
transaction. The information set forth in "SUMMARY;" "GENERAL -- The Acquiror;"
and "MANAGEMENT OF THE ACQUIROR AND ITS MEMBERS" in the Proxy Statement is
hereby incorporated herein by reference.
During the last five years, none of the Acquiror, TIC, ICDC, nor any
person controlling the Acquiror, TIC, ICDC, nor, to the best of their knowledge,
any of the persons set forth in "MANAGEMENT OF THE ACQUIROR AND ITS MEMBERS" in
the Proxy Statement has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) 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 further violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth in "BACKGROUND; PURPOSE AND EFFECTS OF
THE MERGER -- Background of the Merger;" and "CERTAIN RELATIONSHIPS AND
TRANSACTIONS" in the Proxy Statement is hereby incorporated herein by reference.
(a)(2) The information set forth in "BACKGROUND; PURPOSE AND EFFECTS OF
THE MERGER -- Background of the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER -- The Acquiror's Purpose; Structure of the Merger;" and "CERTAIN
RELATIONSHIPS AND TRANSACTIONS" in the Proxy Statement is hereby incorporated
herein by reference.
(b) The information set forth in "CERTAIN RELATIONSHIPS AND
TRANSACTIONS" in the Proxy Statement is hereby incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "SUMMARY;" "BACKGROUND; PURPOSE AND
EFFECTS OF THE MERGER;" and "THE MERGER" in the Proxy Statement is hereby
incorporated herein by reference.
(b) The information set forth in "SUMMARY;" "BACKGROUND; PURPOSE AND
EFFECTS OF THE MERGER;" and "THE MERGER" in the Proxy Statement is hereby
incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) - (g) The information set forth in "BACKGROUND; PURPOSE AND EFFECTS
OF THE MERGER -- Background of the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF
THE MERGER -- The Acquiror's Purpose; Structure of the Merger;" "BACKGROUND;
PURPOSE AND EFFECTS OF THE MERGER -- Certain Consequences of the Merger;" and
"BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER -- Plans for the Company After
the Merger" in the Proxy Statement is hereby incorporated herein by reference.
5
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ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) - (c) The information set forth in "SUMMARY -- Financing; Source of
Funds;" THE MERGER -- Financing; Source of Funds;" and "THE MERGER -- Fees and
Expenses" in the Proxy Statement is hereby incorporated herein by reference.
(d) Not Applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) - (c) The information set forth in "BACKGROUND; PURPOSE AND EFFECTS
OF THE MERGER -- Background of the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF
THE MERGER-- The Acquiror's Purpose; Structure of the Merger;" "BACKGROUND;
PURPOSE AND EFFECTS OF THE MERGER -- Recommendation of the Special Committee and
the Board of Directors; Fairness of the Merger;" "BACKGROUND; PURPOSE AND
EFFECTS OF THE MERGER -- Opinion of the Financial Advisor for the Special
Committee;" and "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER -- Position of
the Acquiror and The Irvine Company" in the Proxy Statement is hereby
incorporated herein by reference.
(d) The information set forth in "SUMMARY -- Purpose, Structure and
Effects of the Merger;" "SUMMARY -- Potential Conflicts of Interest of Directors
and Officers of the Company;" "SUMMARY -- Federal Income Tax Consequences;"
"BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER -- The Acquiror's Purpose;
Structure of the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Recommendation of the Special Committee and the Board of Directors; Fairness of
the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER -- Benefits and
Detriments to Nonaffiliated Shareholders;" "BACKGROUND; PURPOSE AND EFFECTS OF
THE MERGER -- Interests of Certain Persons in the Merger; Certain Company
Benefit Plans;" "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER -- Certain
Consequences of the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
Plans for the Company After the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER -- Material Tax Consequences;" "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER -- Accounting Treatment;" "THE MERGER" and "CERTAIN RELATIONSHIPS AND
TRANSACTIONS -- Agreement with Messrs. Thompson, Dorfman and Hughes" in the
Proxy Statement is hereby incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) - (e) The information set forth in "INFORMATION CONCERNING THE
SPECIAL MEETING -- Vote Required;" "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER -- Background of the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER -- The Acquiror's Purpose; Structure of the Merger;" "BACKGROUND; PURPOSE
AND EFFECTS OF THE MERGER -- Recommendation of the Special Committee and the
Board of Directors; Fairness of the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF
THE MERGER -- Position of the Acquiror and The Irvine Company;" "BACKGROUND;
PURPOSE AND EFFECTS OF THE MERGER -- Benefits and Detriments to Nonaffiliated
Shareholders;" "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER -- Opinion of the
Financial Advisor for the Special Committee;" "BACKGROUND; PURPOSE AND EFFECTS
OF THE MERGER -- Summary of the NationsBanc Montgomery Reports;" "BACKGROUND;
PURPOSE AND EFFECTS OF THE MERGER -- Interests of Certain Persons in the Merger;
Certain Company Benefit Plans;" and "APPENDIX B -- OPINION OF MORGAN STANLEY" in
the Proxy Statement is hereby incorporated herein by reference.
(f) Not Applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) - (c) The information set forth in "BACKGROUND; PURPOSE AND EFFECTS
OF THE MERGER --Background of the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF
THE MERGER -- The Acquiror's Purpose; Structure of the Merger;" "BACKGROUND;
PURPOSE AND EFFECTS OF THE MERGER -- Recommendation of the Special Committee and
Board of Directors; Fairness of the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF
THE MERGER -- Position of the Acquiror and The Irvine Company;" "BACKGROUND;
PURPOSE AND EFFECTS OF THE MERGER -- Opinion of the Financial Advisor for the
Special Committee;" "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER -- Summary of
the NationsBanc Montgomery Reports;" and "APPENDIX B -- OPINION OF MORGAN
STANLEY" in the Proxy Statement is hereby incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "SECURITIES OWNERSHIP" in the Proxy
Statement is hereby incorporated herein by reference.
(b) The information set forth in "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER -- Background of the Merger;" "THE MERGER;" and "CERTAIN RELATIONSHIPS
AND TRANSACTIONS" in the Proxy Statement is hereby incorporated herein by
reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in "SUMMARY;" "BACKGROUND; PURPOSE AND EFFECTS
OF THE MERGER -- Background of the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF
THE MERGER -- The Acquiror's Purpose; Structure of the Merger;" "THE MERGER;"
"CERTAIN RELATIONSHIPS AND TRANSACTIONS;" and "SECURITIES OWNERSHIP" in the
Proxy Statement is hereby incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) - (b) The information set forth in "SUMMARY;" "INFORMATION
CONCERNING THE SPECIAL MEETING -- Vote Required;" "BACKGROUND; PURPOSE AND
EFFECTS OF THE MERGER -- Background of the Merger;" "BACKGROUND; PURPOSE AND
EFFECTS OF THE MERGER -- The Acquiror's Purpose; Structure of the Merger;"
"BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER -- Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger;" "BACKGROUND;
PURPOSE AND EFFECTS OF THE MERGER -- Position of the Acquiror and The Irvine
Company;" and "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER -- Interests of
Certain Persons in the Merger; Certain Company Benefit Plans" in the Proxy
Statement is hereby incorporated herein by reference.
6
<PAGE> 7
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "SUMMARY -- No Appraisal Rights" and
"THE MERGER -- No Appraisal Rights" in the Proxy Statement is hereby
incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "SELECTED FINANCIAL DATA OF THE
COMPANY" in the Proxy Statement and the Consolidated Financial Statements of the
Company included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998 to be mailed to Shareholders with the Proxy Statement are
hereby incorporated herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in "INFORMATION CONCERNING THE SPECIAL
MEETING -- Proxy Solicitation;" "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER
- -- Background of the Merger;" "BACKGROUND; PURPOSE AND EFFECTS OF THE MERGER --
The Acquiror's Purpose; Structure of the Merger;" "BACKGROUND; PURPOSE AND
EFFECTS OF THE MERGER -- Certain Consequences of the Merger;" "BACKGROUND;
PURPOSE AND EFFECTS OF THE MERGER -- Plans for the Company after the Merger;"
"THE MERGER -- Financing; Source of Funds;" and "THE MERGER -- Fees and
Expenses" in the Proxy Statement is hereby incorporated by reference.
(b) The information set forth in "BACKGROUND; PURPOSE AND EFFECTS OF THE
MERGER -- Position of the Acquiror and The Irvine Company;" "BACKGROUND;
PURPOSE AND EFFECTS OF THE MERGER -- Summary of the NationsBanc Montgomery
Reports;" and "THE MERGER -- Fees and Expenses" in the Proxy Statement is hereby
incorporated by reference.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement and the Appendices
thereto and the Exhibits hereto is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
2.1 -- Agreement and Plan of Merger, dated February 1, 1999, between
Irvine Apartment Communities, Inc. and the Acquiror, which is
incorporated herein by reference to Appendix A to the Proxy
Statement.
10.1 -- Form of $350 million Irrevocable Letter of Credit from Bank
of America National Trust and Savings Association.*
10.2 -- Form of $88 million Irrevocable Letter of Credit from Bank of
America National Trust and Savings Association.*
10.3 -- Second Amended and Restated Agreement of Limited Partnership
of Irvine Apartment Communities, L.P., dated January 20, 1998,
which is incorporated herein by reference to Exhibit 3.5 of
Irvine Apartment Communities, Inc. Form 10-K for the fiscal year
ended December 31, 1997.
10.3.1 -- 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, which is
incorporated herein by reference to Exhibit 3.5.1 of Irvine
Apartment Communities, Inc. Form 10-K for the fiscal year ended
December 31, 1998.
10.4 -- Miscellaneous Rights Agreement dated March 20, 1996 among
Irvine Apartment Communities, Inc., the Operating Partnership
and The Irvine Company, which is incorporated herein by
reference to Exhibit 10.4 of Irvine Apartment Communities, Inc.
Form 8-B filed April 30, 1996.
10.4.1 -- Amendment No. 1 to the Miscellaneous Rights Agreement, which
is incorporated herein by reference to Exhibit 10.4.1 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.
10.4.2 -- Amendment No. 2 to the Miscellaneous Rights Agreement, which
is incorporated herein by reference to Exhibit 10.4.2 of the
Company's Form 10-K for the fiscal year ended December 31, 1997.
10.5 -- Exclusive Land Rights and Non-Competition Agreement entered
into between Irvine Apartment Communities, Inc., The Irvine
Company, the Operating Partnership and Mr. Bren dated as of
November 21, 1993, which is incorporated herein by reference to
Exhibit 10.6 of Irvine Apartment Communities, Inc. Form 10-K for
the fiscal year ended December 31, 1993.
7
<PAGE> 8
10.5.1 -- Amendment No. 1 to the Exclusive Land Rights and
Non-Competition Agreement, which is incorporated herein
by reference to Exhibit 10.6.1 of the Company's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1995.
10.5.2 -- Amendment No. 2 to the Exclusive Land Rights and
Non-Competition Agreement, which is incorporated herein
by reference to Exhibit 10.6.2 of the Company's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1995.
10.5.3 -- Amendment No. 3 to the Exclusive Land Rights and
Non-Competition Agreement, which is incorporated herein
by reference to Exhibit 10.6.3 of the Company's Form 8-B
filed April 30, 1996.
10.5.4 -- Amendment No. 4 to the Exclusive Land Rights and
Non-Competition Agreement, which is incorporated herein
by reference to Exhibit 10.6.4 of the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.
10.5.5 -- Amendment No. 5 to the Exclusive Land Rights and
Non-Competition Agreement, which is incorporated herein
by reference to Exhibit 10.6.5 of the Company's Form
10-K for the fiscal year ended December 30, 1997.
99.1 -- Revised Preliminary Proxy Statement filed by the
Company with the Commission on even date hereof and
hereby incorporated by reference.
99.2 -- Letter to Shareholders of Irvine Apartment
Communities, Inc. from William H. McFarland, President
and Chief Executive Officer of Irvine Apartment
Communities, Inc., filed by the Company with the
Commission on even date hereof and hereby incorporated
by reference.
99.3 -- Notice of Special Meeting of the Shareholders of
Irvine Apartment Communities, Inc. filed by the Company
with the Commission on even date hereof and hereby
incorporated by reference.
99.4 -- Fairness opinion, dated February 1, 1999, of Morgan
Stanley & Co., Incorporated, financial advisor to the
Special Committee of Irvine Apartment Communities, Inc.,
which is incorporated herein by reference to Appendix B
to the Proxy Statement.
99.5 -- Written Presentation, dated November 25, 1998, of
NationsBanc Montgomery Securities LLC to the Acquiror.*
99.6 -- Written Presentation, dated December 30, 1998, of
NationsBanc Montgomery Securities LLC to the Acquiror.*
99.7 -- Letter from NationsBanc Montgomery Securities LLC to
Morgan Stanley Dean Witter, dated January 12, 1999.*
99.8 -- Letter Agreement between The Irvine Company and
Irvine Apartment Communities, Inc. dated as of February
1, 1999, which is incorporated herein by reference to
Appendix C to the Preliminary Proxy Statement.
- --------------
* Filed with the Original 13E-3.
8
<PAGE> 9
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: April 2, 1999
TIC ACQUISITION LLC
BY /s/ MICHAEL D. MCKEE
------------------------------
NAME: Michael D. McKee
TITLE: Executive Vice
President, Chief
Financial Officer and
Secretary
THE IRVINE COMPANY
BY /s/ MICHAEL D. MCKEE
------------------------------
NAME: Michael D. McKee
TITLE: Executive Vice
President, Chief
Financial Officer and
Secretary
9
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Page No.
- ------ --------
<S> <C>
2.1 -- Agreement and Plan of Merger, dated February 1, 1999, between Irvine
Apartment Communities, Inc. and the Acquiror, which is incorporated
herein by reference to Appendix A to the Proxy Statement.
10.1 -- Form of $350 million Irrevocable Letter of Credit from Bank of
America National Trust and Savings Association.*
10.2 -- Form of $88 million Irrevocable Letter of Credit from Bank of America
National Trust and Savings Association.*
10.3 -- Second Amended and Restated Agreement of Limited Partnership of
Irvine Apartment Communities, L.P., dated January 20, 1998, which is
incorporated herein by reference to Exhibit 3.5 of Irvine Apartment
Communities, Inc. Form 10-K for the fiscal year ended December 31, 1997.
10.3.1 -- 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, which is incorporated herein
by reference to Exhibit 3.5.1 of Irvine Apartment Communities, Inc. Form
10-K for the fiscal year ended December 31, 1998.
10.4 -- Miscellaneous Rights Agreement dated March 20, 1996 among Irvine
Apartment Communities, Inc., the Operating Partnership and The Irvine
Company, which is incorporated herein by reference herein to Exhibit
10.4 of Irvine Apartment Communities, Inc. Form 8-B filed April 30,
1996.
10.4.1 -- Amendment No. 1 to the Miscellaneous Rights Agreement, which is
incorporated herein by reference to Exhibit 10.4.1 of the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997.
10.4.2 -- Amendment No. 2 to the Miscellaneous Rights Agreement, which is
incorporated by reference to Exhibit 10.4.2 of the Company's Form
10-K for the fiscal year ended December 31, 1997.
10.5 -- Exclusive Land Rights and Non-Competition Agreement entered into
between Irvine Apartment Communities, Inc., The Irvine Company, the
Operating Partnership and Mr. Bren dated as of November 21, 1993, which
is incorporated herein by reference to Exhibit 10.6 of Irvine Apartment
Communities, Inc. Form 10-K for the fiscal year ended December 31, 1993.
10.5.1 -- Amendment No. 1 to the Exclusive Land Rights and Non-Competition
Agreement, which is incorporated herein by reference to Exhibit 10.6.1
of the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995.
10.5.2 -- Amendment No. 2 to the Exclusive Land Rights and Non-Competition
Agreement, which is incorporated herein by reference to Exhibit 10.6.2
of the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995.
10.5.3 -- Amendment No. 3 to the Exclusive Land Rights and Non-Competition
Agreement, which is incorporated herein by reference to Exhibit 10.6.3 of
the Company's Form 8-B filed April 30, 1996.
10.5.4 -- Amendment No. 4 to the Exclusive Land Rights and Non-Competition
Agreement, which is incorporated herein by reference to Exhibit 10.6.4
of the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.
10.5.5 -- Amendment No. 5 to the Exclusive Land Rights and Non-Competition
Agreement, which is incorporated herein by reference to Exhibit 10.6.5
of the Company's Form 10-K for the fiscal year ended December 30, 1997.
99.1 -- Revised Preliminary Proxy Statement filed by the Company with the
Commission on even date hereof and hereby incorporated by reference.
99.2 -- Letter to Shareholders of Irvine Apartment Communities, Inc. from
William H. McFarland, President and Chief Executive Officer of Irvine
Apartment Communities, Inc., filed by the Company with the Commission on
even date hereof and hereby incorporated by reference.
99.3 -- Notice of Special Meeting of the Shareholders of Irvine Apartment
Communities, Inc. filed by the Company with the Commission on even date
hereof and hereby incorporated by reference.
99.4 -- Fairness opinion, dated February 1, 1999, of Morgan Stanley & Co.,
Incorporated, financial advisor to the Special Committee of Irvine
Apartment Communities, Inc., which is incorporated herein by reference
to Appendix B to the Proxy Statement.
99.5 -- Written Presentation, dated November 25, 1998, of NationsBanc
Montgomery Securities LLC to the Acquiror.*
99.6 -- Written Presentation, dated December 30, 1998, of NationsBanc
Montgomery Securities LLC to the Acquiror.*
99.7 -- Letter from NationsBanc Montgomery Securities LLC to Morgan Stanley
Dean Witter, dated January 12, 1999.*
99.8 -- Letter Agreement between The Irvine Company and Irvine Apartment
Communities, Inc. dated as of February 1, 1999, which is incorporated
herein by reference to Appendix C to the Preliminary Proxy Statement.
- --------------
* Filed with the Original 13E-3.
</TABLE>
10
