SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Mid-America Apartment Communities, Inc.
(Exact name of registrant as specified in its charter)
Tennessee 62-154819
------------------------------------- --------------------
State ofIncorporation or Organization (I.R.S. Employer
Identification No.)
6584 Poplar Avenue, Suite 340, Memphis, Tennessee 38138
------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become
pursuant to General Instruction A(c)(1) effective simultaneously with
check the following box. _______ the effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c)(2)
please check the following box. ___
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of Class to be so registered each class is to be registered.
[___%] Series A Cumulative New York Stock Exchange
Preferred Stock,
par value $.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
- --------------------------------
(title of class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
A description of the __% Series A Cumulative Preferred
Stock, par value $.01 per share of the Registrant is contained in
a Rule 424(b) Preliminary Prospectus Supplement supplementing the
Registrant's Registration Statement on Form S-3, No. 333-3274,
which became effective on May 14, 1996, which Preliminary
Prospectus Supplement shall be deemed to be incorporated herein
by reference for all purposes.
Item 2. Exhibits
The securities described herein are to be registered on the
New York Stock Exchange, on which other securities of the
Registrant are registered. Accordingly, the following exhibits,
required in accordance with Part I to the Instructions as to
Exhibits on Form 8-A, have been duly filed with the New York
Stock Exchange:
(1) Form of Articles of Amendment to the Amended and
Restated Charter Establishing and Fixing the Rights and
Preferences of a Series of Shares of Preferred Stock.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Mid-America Apartment Communities, Inc.
By: /s/ Simon R.C. Wadsworth
---------------------------------
Title: Chief Financial Officer
October 1, 1996
EXHIBIT 1
MID-AMERICA APARTMENT COMMUNITIES, INC.
ARTICLES OF AMENDMENT
ESTABLISHING AND FIXING THE RIGHTS AND
PREFERENCES OF A SERIES OF SHARES OF PREFERRED STOCK
Mid-America Apartment Communities, Inc., a Tennessee
corporation (the "Company"), certifies to the Tennessee Secretary
of State that:
FIRST: Pursuant to the authority expressly vested in the
Board of Directors of the Company by Section 7 of the Company's
Amended and Restated Charter (the "Charter") and Section 48-16-
102 of the Tennessee Code Annotated, the Board of Directors has,
by resolution, duly divided and classified 1,380,000 shares of
the preferred stock of the Company into a series designated ___%
Series A Cumulative Preferred Stock (the "Series A Preferred
Stock") and has provided for the issuance of the Series A
Preferred Stock.
SECOND: The preferences, rights, voting powers,
restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of the shares of Series A
Preferred Stock are as follows:
1. Designation and Number. A series of Preferred Stock,
designated the "___% Series A Cumulative Preferred Stock"
(the "Series A Preferred"), is hereby established. The
number of shares of the Series A Preferred shall be
1,380,000.
2. Maturity. The Series A Preferred Stock has no stated
maturity and will not be subject to any sinking fund or
mandatory redemption.
3. Rank. The Series A Preferred Stock will, with respect to
dividend rights and rights upon liquidation, dissolution or
winding up of the Company, rank (i) senior to all classes or
series of Common Stock of the Company, and to all equity
securities ranking junior to the Series A Preferred Stock
with respect to dividend rights or rights upon liquidation,
dissolution or winding up of the Company; (ii) on a parity
with all equity securities issued by the Company the terms
of which specifically provide that such equity securities
rank on a parity with the Series A Preferred Stock with
respect to dividend rights or rights upon liquidation,
dissolution or winding up of the Company; and (iii) junior
to all existing and future indebtedness of the Company. The
term "equity securities" does not include convertible debt
securities, which will rank senior to the Series A Preferred
Stock prior to conversion.
4. Dividends
(a) Holders of shares of the Series A Preferred Stock are
entitled to receive, when and as declared by the Board of
Directors (or a duly authorized committee thereof), out of funds
legally available for the payment of dividends, preferential
cumulative cash dividends at the rate of % per annum of the
Liquidation Preference per share (equivalent to a fixed annual
amount of $ per share). Dividends on the Series A Preferred
Stock shall be cumulative from the date of original issue and
shall be payable monthly in arrears on or before the 15th day of
each month, or, if not a business day, the next succeeding
business day (each, a "Dividend Payment Date"). The first
dividend, which will be paid on November 15, 1996, will be for
less than a full month. Such dividend and any dividend payable
on the Series A Preferred Stock for any partial dividend period
will be computed on the basis of a 360-day year consisting of
twelve 30-day months. Dividends will be payable to holders of
record as they appear in the stock records of the Company at the
close of business on the applicable record date, which shall be
the first day of the calendar month in which the applicable
Dividend Payment Date falls or on such other date designated by
the Board of Directors of the Company for the payment of
dividends that is not more than 30 nor less than 10 days prior to
such Dividend Payment Date (each, a "Dividend Record Date").
(b) No dividends on shares of Series A Preferred Stock
shall be declared by the Board of Directors or paid or set
apart for payment by the Company at such time as the terms
and provisions of any agreement of the Company, including
any agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or
provides that such declaration, payment or setting apart for
payment would constitute a breach thereof or a default
thereunder, or if such declaration or payment shall be
restricted or prohibited by law.
(c) Notwithstanding the foregoing, dividends on the
Series A Preferred Stock will accrue whether or not the
Company has earnings, whether or not there are funds legally
available for the payment of such dividends and whether or
not such dividends are declared. Accrued but unpaid
dividends on the Series A Preferred Stock will not bear
interest and holders of the Series A Preferred Stock will
not be entitled to any distributions in excess of full
cumulative distributions described above. Except as set
forth in the next sentence, no dividends will be declared or
paid or set apart for payment on any capital stock of the
Company or any other series of Preferred Stock ranking, as
to dividends, on a parity with or junior to the Series A
Preferred Stock (other than a dividend in shares of the
Company's Common Stock or in shares of any other class of
stock ranking junior to the Series A Preferred Stock as to
dividends and upon liquidation) for any period unless full
cumulative dividends have been or contemporaneously are
declared and paid or declared and a sum sufficient for the
payment thereof is set apart for such payment on the Series
A Preferred Stock for all past dividend periods and the then
current dividend period. When dividends are not paid in
full (or a sum sufficient for such full payment is not so
set apart) upon the Series A Preferred Stock and the shares
of any other series of Preferred Stock ranking on a parity
as to dividends with the Series A Preferred Stock, all
dividends declared upon the Series A Preferred Stock and any
other series of Preferred Stock ranking on a parity as to
dividends with the Series A Preferred Stock shall be
declared pro rata so that the amount of dividends declared
per share of Series A Preferred Stock and such other series
of Preferred Stock shall in all cases bear to each other the
same ratio that accrued dividends per share on the Series A
Preferred Stock and such other series of Preferred Stock
(which shall not include any accrual in respect of unpaid
dividends for prior dividend periods if such Preferred Stock
does not have a cumulative dividend) bear to each other.
(d) Except as provided in the immediately preceding
paragraph, unless full cumulative dividends on the Series A
Preferred Stock have been or contemporaneously are declared
and paid or declared and a sum sufficient for the payment
thereof is set apart for payment for all past dividend
periods and the then current dividend period, no dividends
(other than in shares of Common Stock or other shares of
capital stock ranking junior to the Series A Preferred Stock
as to dividends and upon liquidation) shall be declared or
paid or set aside for payment nor shall any other
distribution be declared or made upon the Common Stock, or
any other capital stock of the Company ranking junior to or
on a parity with the Series A Preferred Stock as to
dividends or upon liquidation, nor shall any shares of
Common Stock, or any other shares of capital stock of the
Company ranking junior to or on a parity with the Series A
Preferred Stock as to dividends or upon liquidation be
redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available
for a sinking fund for the redemption of any such shares) by
the Company (except by conversion into or exchange for other
capital stock of the Company ranking junior to the Series A
Preferred Stock as to dividends and upon liquidation or
redemptions for the purpose of preserving the Company's
qualification as a REIT). Holders of shares of the Series A
Preferred Stock shall not be entitled to any dividend,
whether payable in cash, property or stock, in excess of
full cumulative dividends on the Series A Preferred Stock as
provided above. Any dividend payment made on shares of the
Series A Preferred Stock shall first be credited against the
earliest accrued but unpaid dividend due with respect to
such shares which remains payable.
5. Liquidation Preference. Upon any voluntary or
involuntary liquidation, dissolution or winding up of the
affairs of the Company, the holders of shares of Series A
Preferred Stock are entitled to be paid out of the assets of
the Company legally available for distribution to its
shareholders a liquidation preference of $25 per share, plus
an amount equal to any accrued and unpaid dividends to the
date of payment, but without interest, before any
distribution of assets is made to holders of Common Stock or
any other class or series of capital stock of the Company
that ranks junior to the Series A Preferred Stock as to
liquidation rights. Holders of Series A Preferred Stock
will be entitled to written notice of any event triggering
the right to receive such Liquidation Preference. After
payment of the full amount of the Liquidation Preference,
plus any accrued and unpaid dividends to which they are
entitled, the holders of Series A Preferred Stock will have
no right or claim to any of the remaining assets of the
Company. The consolidation or merger of the Company with or
into any other corporation, trust or entity or of any other
corporation with or into the Company, or the sale, lease or
conveyance of all or substantially all of the property or
business of the Company, shall not be deemed to constitute a
liquidation, dissolution or winding up of the Company.
6. Redemption.
(a) The Series A Preferred Stock is not redeemable
prior to November 1, 2001. However, in order to ensure that
the Company will continue to meet the requirement for
qualification as a REIT, the Series A Preferred Stock will
be subject to provisions in the Charter pursuant to which
capital stock of the Company owned by a shareholder in
excess of 9.9% in value of the Company's capital stock (the
"Ownership Limit") will be "Excess Shares," and the Company
will have the right to purchase such Excess Shares from the
holder. On and after November 1, 2001, the Company, at its
option upon not less than 30 nor more than 60 days' written
notice, may redeem shares of the Series A Preferred Stock,
in whole or in part, at any time or from time to time, for
cash at a redemption price of $25 per share, plus all
accrued and unpaid dividends thereon to the date fixed for
redemption (except with respect to Excess Shares), without
interest. Holders of Series A Preferred Stock to be
redeemed shall surrender such Series A Preferred Stock at
the place designated in such notice and shall be entitled to
the redemption price and any accrued and unpaid dividends
payable upon such redemption following such surrender. If
notice of redemption of any shares of Series A Preferred
Stock has been given and if the funds necessary for such
redemption have been set aside by the Company in trust for
the benefit of the holders of any shares of Series A
Preferred Stock so called for redemption, then from and
after the redemption date dividends will cease to accrue on
such shares of Series A Preferred Stock, such shares of
Series A Preferred Stock shall no longer be deemed
outstanding and all rights of the holders of such shares
will terminate, except the right to receive the redemption
price. If less than all of the outstanding Series A
Preferred Stock is to be redeemed, the Series A Preferred
Stock to be redeemed shall be selected pro rata (as nearly
as may be practicable without creating fractional shares) or
by any other equitable method determined by the Company.
(b) Unless full cumulative dividends on all shares of
Series A Preferred Stock shall have been or
contemporaneously are declared and paid or declared and a
sum sufficient for the payment thereof set apart for payment
for all past dividend periods and the then current dividend
period, no shares of Series A Preferred Stock shall be
redeemed unless all outstanding shares of Series A Preferred
Stock are simultaneously redeemed and the Company shall not
purchase or otherwise acquire directly or indirectly any
shares of Series A Preferred Stock (except by exchange for
capital stock of the Company ranking junior to the Series A
Preferred Stock as to dividends and upon liquidation);
provided, however, that the foregoing shall not prevent the
purchase by the Company of Excess Shares in order to ensure
that the Company continues to meet the requirements for
qualification as a REIT, or the purchase or acquisition of
shares of Series A Preferred Stock pursuant to a purchase or
exchange offer made on the same terms to holders of all
outstanding shares of Series A Preferred Stock. So long as
no dividends are in arrears, the Company shall be entitled
at any time and from time to time to repurchase shares of
Series A Preferred Stock in open-market transactions duly
authorized by the Board of Directors and effected in
compliance with applicable laws.
(c) Notice of redemption will be given by publication
in a newspaper of general circulation in the City of New
York, such publication to be made once a week for two
successive weeks commencing not less than 30 nor more than
60 days prior to the redemption date. A similar notice will
be mailed by the Company, postage prepaid, not less than 30
nor more than 60 days prior to the redemption date,
addressed to the respective holders of record of the Series
A Preferred Stock to be redeemed at their respective
addresses as they appear on the stock transfer records of
the Company. No failure to give such notice or any defect
therein or in the mailing thereof shall affect the validity
of the proceedings for the redemption of any shares of
Series A Preferred Stock except as to the holder to whom
notice was defective or not given. Each notice shall state:
(i) the redemption date; (ii) the redemption price; (iii)
the number of shares of Series A Preferred Stock to be
redeemed; (iv) the place or places where the Series A
Preferred Stock is to be surrendered for payment of the
redemption price; and (v) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. If
less than all of the Series A Preferred Stock held by any
holder is to be redeemed, the notice mailed to such holder
shall also specify the number of shares of Series A
Preferred Stock held by such holder to be redeemed.
(d) Immediately prior to any redemption of Series A
Preferred Stock, the Company shall pay, in cash, any
accumulated and unpaid dividends through the redemption
date, unless a redemption date falls after a Dividend Record
Date and prior to the corresponding Dividend Payment Date,
in which case each holder of Series A Preferred Stock at the
close of business on such Dividend Record Date shall be
entitled to the dividend payable on such shares on the
corresponding Dividend Payment Date notwithstanding the
redemption of such shares before such Dividend Payment Date.
(e) The Series A Preferred Stock has no stated
maturity and will not be subject to any sinking fund or
mandatory redemption. However, in order to ensure that the
Company continues to meet the requirements for qualification
as a REIT, Series A Preferred Stock acquired by a
shareholder in excess of the Ownership Limit will
automatically become Excess Shares, and the Company will
have the right to purchase such Excess Shares from the
holder. In addition, Excess Shares may be redeemed, in
whole or in part, at any time when outstanding shares of
Series A Preferred Stock are being redeemed, for cash at a
redemption price of $25 per share, but excluding accrued and
unpaid dividends on such Excess Shares, without interest.
Such Excess Shares shall be redeemed in such proportion and
in accordance with such procedures as shares of Series A
Preferred Stock are being redeemed.
7. Voting Rights.
(a) Holders of the Series A Preferred Stock will not
have any voting rights, except as set forth below or as
otherwise from time to time required by law.
(b) Whenever dividends on any shares of Series A
Preferred Stock shall be in arrears for eighteen or more
months (a "Preferred Dividend Default"), the holders of such
shares of Series A Preferred Stock (voting separately as a
class with all other series of Preferred Stock ranking on a
parity with the Series A Preferred Stock as to dividends or
upon liquidation ("Parity Preferred") upon which like voting
rights have been conferred and are exercisable) will be
entitled to vote separately as a class for the election of a
total of two additional directors of the Company (the
"Preferred Stock Directors") at a special meeting called by
the holders of record of at least 20% of the Series A
Preferred Stock or the holders of record of at least 20% of
any series of Parity Preferred so in arrears (unless such
request is received less than 90 days before the date fixed
for the next annual or special meeting of the shareholders)
or at the next annual meeting of shareholders, and at each
subsequent annual meeting until all dividends accumulated on
such shares of Series A Preferred Stock for the past
dividend periods and the dividend for the then current
dividend period shall have been fully paid or declared and a
sum sufficient for the payment thereof set aside for
payment. A quorum for any such meeting shall exist if at
least a majority of the outstanding shares of Series A
Preferred Stock and shares of Party Preferred upon which
like voting rights have been conferred and are exercisable
are represented in person or by proxy at such meeting. Such
Preferred Stock Directors shall be elected upon the
affirmative vote of a plurality of the shares of Series A
Preferred Stock and such Parity Preferred present and voting
in person or by proxy at a duly called and held meeting at
which a quorum is present. If and when all accumulated
dividends and the dividend for the then current dividend
period on the Series A Preferred Stock shall have been paid
in full or declared and set aside for payment in full, the
holders thereof shall be divested of the foregoing voting
rights (subject to revesting in the event of each and every
Preferred Dividend Default) and, if all accumulated
dividends and the dividend for the then current dividend
period have been paid in full or set aside for payment in
full on all series of Parity Preferred upon which like
voting rights have been conferred and are exercisable, the
term of office of each Preferred Stock Director so elected
shall terminate. Any Preferred Stock Director may be
removed at any time with or without cause by, and shall not
be removed otherwise than by the vote of, the holders of
record of a majority of the outstanding shares of the Series
A Preferred Stock when they have the voting rights described
above (voting separately as a class with all series of
Parity Preferred upon which like voting rights have been
conferred and are exercisable). So long as a Preferred
Dividend Default shall continue, any vacancy in the office
of a Preferred Stock Director may be filled by written
consent of the Preferred Stock Director remaining in office,
or if none remains in office, by a vote of the holders of
record of a majority of the outstanding shares of Series A
Preferred Stock when they have the voting rights described
above (voting separately as a class with all series of
Parity Preferred upon which like voting rights have been
conferred and are exercisable). The Preferred Stock
Directors shall each be entitled to one vote per director on
any matter.
(c) So long as any shares of Series A Preferred Stock
remain outstanding, the Company will not, without the
affirmative vote or consent of the holders of at least
two-thirds of the shares of the Series A Preferred Stock
outstanding at the time, given in person or by proxy, either
in writing or at a meeting (voting separately as a class),
amend, alter or repeal the provisions of the Charter or the
Designating Amendment, whether by merger, consolidation or
otherwise (an "Event"), so as to materially and adversely
affect any right, preference, privilege or voting power of
the Series A Preferred Stock or the holders thereof;
provided, however, that with respect to the occurrence of
any Event set forth above, so long as the Series A Preferred
Stock remains outstanding with the terms thereof materially
unchanged, the occurrence of any such Event shall not be
deemed to materially and adversely affect such rights,
preferences, privileges or voting power of holders of the
Series A Preferred Stock and provided, further that (i) any
increase in the amount of the authorized Preferred Stock or
the creation or issuance of any other series of Preferred
Stock, or (ii) any increase in the amount of authorized
shares of such series, in each case ranking on a parity with
or junior to the Series A Preferred Stock with respect to
payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up, shall not be deemed
to materially and adversely affect such rights, preferences,
privileges or voting powers.
(d) The foregoing voting provisions will not apply if,
at or prior to the time when the act with respect to which
such vote would otherwise be required shall be effected, all
outstanding shares of Series A Preferred Stock shall have
been redeemed or called for redemption upon proper notice
and sufficient funds shall have been deposited in trust to
effect such redemption.
8. Conversion. The Series A Preferred Stock is not
convertible into or exchangeable for any other property or
securities of the Company.
THIRD: This Designating shall be effective at the time
Tennessee Secretary of State accepts this Designating
Amendment for filing.
IN WITNESS WHEREOF, MID-AMERICA APARTMENT COMMUNITIES,
INC. has caused these presents to be signed in its name and
on its behalf by its Chief Financial Officer.
MID-AMERICA APARTMENT COMMUNITIES, INC.
By: /s/ Simon R.C. Wadsworth
------------------------------
Title: Chief Financial Officer
