SCHEDULE 14A-INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MID-AMERICA APARTMENT COMMUNITIES, INC.
-------------------------------------------------------
(Name of Registrant as Specified In its Charter)
----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies: ______________
(2) Aggregate number of securities to which transaction
applies: _______________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined): ____________
(4) Proposed maximum aggregate value of transaction: ______________
(5) Total fee paid: ___________
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ______________
(2) Form, Schedule or Registration Statement No.: _____________
(3) Filing Party: ______________
(4) Date Filed: _____________
<PAGE> 1
Mid-America Apartment Communities, Inc.
6584 Poplar Avenue
Suite 340
Memphis, Tennessee 38138
April 30, 1997
TO THE SHAREHOLDERS OF
MID-AMERICA APARTMENT COMMUNITIES, INC.
In connection with the Annual Meeting of Shareholders
of your Company to be held on June 24, 1997, we enclose a
Notice of Annual Meeting of Shareholders, a Proxy Statement
and a form of Proxy.
At the meeting you will be asked to elect two Class II
directors to serve until the 2000 Annual Meeting of
Shareholders and one Class III director to serve until the
1999 Annual Meeting of Shareholders or until their
successors are duly elected and qualified. You will also be
asked to ratify the selection of KPMG Peat Marwick LLP as
the Company's independent auditors for 1997 and to further
amend and restate the Company's First Amended and Restated
1994 Restricted Stock and Stock Option Plan. Information
about these matters is contained in the attached Proxy
Statement.
Detailed information relating to the Company's
activities and operating performance during 1996 is
contained in the Annual Report to Shareholders of the
Company, which is being mailed to you with this Proxy
Statement, but is not a part of the proxy soliciting
material. If you do not receive or have access to the 1996
Annual Report, please notify Lynn A. Johnson, Secretary, Mid-
America Apartment Communities, Inc., 6584 Poplar Avenue,
Suite 340, Memphis, Tennessee 38138.
You are cordially invited to attend the Annual Meeting
of Shareholders in person. We would appreciate your
completing the enclosed form of proxy so that your shares
can be voted in the event you are unable to attend the
meeting. If you are present at the meeting and desire to
vote your shares personally, your form of proxy will be
withheld from voting upon your request prior to balloting.
We urge you to return your proxy card to us in the stamped
envelope as soon as possible.
Very truly yours,
/s/ George E. Cates
GEORGE E. CATES
Chief Executive Officer
<PAGE> 2
Mid-America Apartment Communities, Inc.
6584 Poplar Avenue
Suite 340
Memphis, Tennessee 38138
_______________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 24, 1997
_______________
Notice is hereby given that the Annual Meeting of
Shareholders of Mid-America Apartment Communities, Inc. (the
"Company") will be held on June 24, 1997, at 5:00 P.M.,
local time, at the Greenbrook Apartments, 1400 Greenbrook
Drive, Memphis, Tennessee 38134, for the following purposes:
1. To elect two Class III directors to serve until
the 2000 Annual Meeting of Shareholders and one Class
II director to serve until the 1999 Annual Meeting of
Shareholders or until their successors have been duly
elected and qualified.
2. To ratify the selection of KPMG Peat Marwick
LLP as the Company's independent auditors for 1997.
3. To approve the Second Amended and Restated
1994 Restricted Stock and Stock Option Plan providing
for the issuance of up to an additional 500,000 shares
of common stock or units of limited partnership
interests in Mid-America Apartments, L.P.
4. To transact such other business as may properly
come before the meeting or any adjournment thereof.
The close of business on April 30, 1997 has been fixed as
the record date for the determination of shareholders
entitled to notice of, and to vote at, the Annual
Shareholders' Meeting. The stock transfer books of the
Company will be closed at that time.
By Order of the Board of Directors
/s/ Lynn A. Johnson
LYNN A. JOHNSON
Secretary
IMPORTANT
Shareholders who do not expect to attend the meeting
are requested to complete, date, sign and return the
accompanying proxy in the enclosed envelope. Shareholders
who attend the meeting may vote in person even if they have
already sent in a proxy.
<PAGE> 3
Mid-America Apartment Communities, Inc.
6584 Poplar Avenue
Suite 340
Memphis, Tennessee 38138
_______________
PROXY STATEMENT
Annual Meeting of Shareholders
To Be Held June 24, 1997
_______________
GENERAL INFORMATION
This statement is furnished in connection with the
solicitation of proxies to be used at the Annual Meeting of
Shareholders (the "Annual Meeting") of Mid-America Apartment
Communities, Inc. (the "Company") to be held on June 24,
1997 at 5:00 P.M., local time, at the Greenbrook Apartments,
1400 Greenbrook Drive, Memphis, Tennessee 38134 and at any
adjournment or adjournments thereof.
The Proxy
The solicitation of proxies in the enclosed form is
made on behalf of the Board of Directors of the Company. The
entire cost of soliciting these proxies will be borne by the
Company. In addition to being solicited through the mails,
proxies may be solicited personally or by telephone or
telegraph by officers, directors and employees of the
Company who will receive no additional compensation for such
activities. Arrangements will also be made with brokerage
houses and other custodians, nominees and fiduciaries to
forward solicitation materials to the beneficial owners of
shares held of record by such persons. It is expected that
this Proxy Statement will first be sent to shareholders on
or about May 20, 1997.
Shareholders are urged to sign the enclosed form of
proxy and return it promptly in the envelope enclosed for
that purpose. If no instruction is indicated on the proxy,
the named holders of the proxies will vote all such shares
of Common Stock (hereinafter defined) of such holder (i) FOR
the election of the nominees named herein as directors,
(ii) FOR the ratification of the selection of KPMG Peat
Marwick LLP as the Company's independent auditors for 1997,
and (iii) FOR approval of the Second Amended and Restated
1994 Restricted Stock and Stock Option Plan. The named
holders of proxies also will use their discretion in voting
the shares of Common Stock in connection with any other
business that properly may come before the Annual Meeting.
Voting Rights
Each outstanding share is entitled to one vote. Only
shareholders of record at the close of business on April 30,
1997 will be entitled to notice of, and to vote at, the
Annual Meeting and any adjournment thereof. As of the close
of business on April 30, 1997, the Company had outstanding
13,382,812 shares of common stock, $.01 par value (the
"Common Stock").
REQUIRED VOTE
Approval of each matter submitted to the Shareholders
of the Company for a vote at the Annual Meeting will require
the affirmative vote of a majority of the shares of Common
Stock voting at the Annual Meeting in person or by proxy.
<PAGE> 4
OWNERSHIP OF THE COMPANY'S COMMON STOCK
Security Ownership of Certain Beneficial Owners.
The following table sets forth information as of April
30, 1997, regarding each person known to the Company to be
the beneficial owner of more than five percent of its Common
Stock:
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address of Beneficial Owner Beneficial Ownership Percent of Class(1)
- ------------------------------------ -------------------- -------------------
<S> <C> <C>
Snyder Capital Management, Inc. 1,100,400 (2) 8.2%
350 California Street, Suite 1460
San Francisco, CA 94104-1436
</TABLE>
__________
(1) Based on 13,382,812 shares of Common Stock outstanding
on April 30, 1997.
(2) The information set forth is based on a Schedule 13G
filed by Snyder Capital Management, Inc. on February
14, 1997 that indicates that beneficial ownership of
1,100,400 shares of Common Stock, of which it has sole
and dispositive power over 70,500 shares, shared voting
power over 934,800 shares and shared dispositive power
over 1,029,900 shares.
Security Ownership of Management
The following table sets forth the beneficial ownership
of the Company's Common Stock as of April 30, 1997 by (i)
each director, (ii) each director nominee, (iii) each
executive officer named in the Summary Compensation Table,
and (iv) all directors, nominees and executive officers as a
group:
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Beneficial of
Name of Beneficial Owner Ownership Class(1)
- ------------------------------------------------ ------------- --------
<S> <C> <C>
George E. Cates ** 664,172 (2) 4.6%
Robert F. Fogelman 653,000 (3) 4.5
O. Mason Hawkins 353,417 (4) 2.4
Michael B. Yanney 132,051 *
Simon R. C. Wadsworth ** 84,620 (5) *
H. Eric Bolton ** 73,317 (6) *
John J. Byrne, III 34,500 *
All Directors, Nominees and Executive Officers
as a Group (7 Persons) 1,995,077 13.8%
</TABLE>
- ---------------
(1) Based on 13,382,812 shares of Common Stock
outstanding on April 30, 1997, plus, with respect to each
listed person (or all listed persons, as a group), the
number of shares of Common Stock issuable by the Company to
such person or group in exchange for units of limited
partnership interests in Mid-America Apartments, L.P.
("Units") plus the number of shares of Common Stock
issuable to such person (or group) in respect of currently
exercisable options. The total number of shares used in
calculating this percentage assumes that none of the Units
or exercisable options held by other persons are redeemed
for shares of Common Stock.
(2) Includes 333,928 shares owned directly by Mr. Cates,
235,794 shares that Mr. Cates has the current right to
acquire upon redemption of Units, 49,000 shares that Mr.
Cates has the current right to acquire upon the exercise
of options that are currently exercisable and 45,450 shares
owned by the Company's ESOP over which Mr. Cates shares
voting power. Excludes 2,123 shares owned by Mr. Cates'
wife, over which Mr. Cates exercises no voting or investment
power and with respect to which Mr. Cates disclaims
beneficial ownership.
(3) Includes 82,500 shares owned directly by Mr.
Fogelman and 570,500 shares that Mr. Fogelman has the
current right to acquire upon redemption of Units.
(4) Includes 194,799 shares owned directly by Mr.
Hawkins and 158,618 shares that Mr. Hawkins has the current
right to acquire upon redemption of Units.
(5) Includes 50,000 shares that Mr. Wadsworth has the
current right to acquire upon redemption of Units and 21,000
shares that Mr. Wadsworth has the current right to acquire
upon the exercise of options that are currently
exercisable.
(6) Includes 60,000 shares that Mr. Bolton has the
current right to acquire upon redemption of Units and 9,000
shares that Mr. Bolton has the current right to acquire upon
the exercise of options that are currently exercisable.
* Represents less than 1% of total.
** Nominee.
2
<PAGE> 5
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Committees and Meetings of the Board of Directors
The Company presently has an Audit Committee and a
Compensation Committee composed of its independent outside
Board of Directors. The Company may, from time to time, form
other committees as circumstances warrant. Such committees
have authority and responsibility as delegated by the Board
of Directors.
Audit Committee. The Audit Committee of the Board of
Directors is composed of Messrs. Hawkins (Chairman), Byrne,
Fogelman, and Yanney. The Audit Committee makes
recommendations concerning the engagement of independent
public accountants, reviews with the independent public
accountants the plans and results of the audit engagement,
approves professional services provided by the independent
public accountants, reviews the independence of the
independent public accountants, considers the range of audit
and non-audit fees and reviews the adequacy of the Company's
internal accounting controls. The Audit Committee met twice
during 1996.
Compensation Committee. The Compensation Committee of
the Board of Directors is composed of Messrs. Byrne
(Chairman), Fogelman, Hawkins, and Yanney. The Compensation
Committee determines compensation (if any) for the Company's
executive officers and administers the Company's Amended and
Restated 1994 Restricted Stock and Stock Option Plan and the
Company's Non-Qualified Executive Deferred Compensation
Plan. The Compensation Committee met once during 1996.
Director Meetings. The business of the Company is
under the general management of its Board of Directors as
provided by the Company's by-laws and the laws of Tennessee,
the Company's state of incorporation. The Board of Directors
regularly meets quarterly during the Company's fiscal year.
There are presently seven directors. The Board of Directors
held four meetings during fiscal 1996, and all appointed
directors attended all of the meetings with the exception of
one director missing one meeting.
Compensation of Directors
Directors who are employees of the Company or one of
its subsidiaries do not receive additional remuneration as
directors. Prior to 1995, the Company's directors who were
not employees were awarded 2,500 shares of Common Stock for
their services as director. The directors' rights in the
Common Stock vest at the rate of 500 shares per year
beginning in 1994. Each director is entitled to receive the
distributions paid on his shares of Common Stock prior to
vesting. Directors who cease to be directors will forfeit
any shares not previously vested prior to the termination of
that person's service on the board of directors. Directors
added since June 1995 who are not employees of the Company
are compensated $15,000 annually. During 1996, the Company
granted to each director who were not employees 1,000
options to purchase shares and an additional 1,000 options
for each committee chairman.
Nominees for Directors
The Company's Charter divides the Board of Directors
into three classes as nearly equal in number as possible,
with each class serving a term of three years. One class of
Directors is elected by the shareholders of the Company at
each annual meeting. The Board of Directors has set at seven
the number of directors constituting the full Board of
Directors.
The Board of Directors proposes to nominate the
following three individuals for election to serve as
directors of the Company. Messrs. Cates, Wadsworth and
Bolton are currently directors of the Company, Mr. Bolton
having been appointed by the Board of Directors in February
1997 to fill a newly-created seat on the Board of Directors.
The remaining members of the Board of Directors listed below
will continue as members thereof until their respective
terms expire as indicated below.
Unless a shareholder specifies otherwise, it is
intended that such shareholder's shares of Common Stock will
be voted for the election of the nominees to serve as
directors until the annual meetings disclosed below and
until their successors are elected and qualified. If any
nominee shall become unavailable or unwilling to serve the
Company as a director for any reason, the persons named in
the Proxy Form are expected to consult with the management
of the Company in voting the shares represented by them. The
Board of Directors has no reason to doubt the availability
of any of the nominees, and each has indicated his
willingness to serve as a director of the Company if
elected.
3
<PAGE> 6
- ------------------------------------------------------------
NOMINEES FOR ELECTION AS CLASS III DIRECTORS
(TERMS EXPIRING 2000)
- ------------------------------------------------------------
GEORGE E. CATES, age 59. Mr. Cates is the Chief Executive
Officer and Chairman of the Board of Directors of the
Company since October 1993. Mr. Cates served as President,
Chief Executive Officer and Chairman of the Board of
Directors of the Company since inception of the Company in
February 1994 through December 1996. Mr. Cates was
President and Chief Executive Officer of The Cates Company
from 1977 until its merger with the Company in February
1994. Mr. Cates is a director of First Tennessee National
Corporation since 1996.
Committees: None
- ------------------------------------------------------------
SIMON R. C. WADSWORTH, age 50. Mr. Wadsworth is Executive
Vice President, Chief Financial Officer and a director of
the Company since March 1994. Mr. Wadsworth was President of
TMF, Inc., an industrial equipment dealership, from 1981
until March 1994.
Committees: None
- ------------------------------------------------------------
NOMINEES FOR ELECTION AS CLASS II DIRECTORS
(TERM EXPIRING 1999)
- ------------------------------------------------------------
H. ERIC BOLTON, JR., age 40. Mr. Bolton is President, Chief
Operating Officer and a director of the Company. Mr. Bolton
joined the Company in 1994 as Vice-President of Development
and was named Chief Operating Officer in February 1996 and
promoted to President in December 1996. Mr. Bolton was with
Trammell Crow Company for more than five years and prior to
joining the Company was Executive Vice President and Chief
Financial Officer of Trammell Crow Realty Advisors.
Committees: None
- ------------------------------------------------------------
INCUMBENT DIRECTORS -- CLASS I
(TERMS EXPIRING 1998)
- ------------------------------------------------------------
JOHN J. BYRNE III, age 37. Mr. Byrne has served as a
director of the Company since May 1995. Mr. Byrne founded
Cirque Property L.C., a real estate acquisitions and
property management company headquartered in Salt Lake City,
Utah, in 1986, and since that time has served as its
President and Managing Member.
Committees: Audit, Compensation
- ------------------------------------------------------------
ROBERT F. FOGELMAN, age 61. Mr. Fogelman has served as a
director of the Company since July 1994 and has been the
President of Fogelman Investment Company, a privately-owned
investment firm for more than five years.
Committees: Audit, Compensation
- ------------------------------------------------------------
INCUMBENT DIRECTORS -- CLASS II
(TERMS EXPIRING 1999)
- ------------------------------------------------------------
O. MASON HAWKINS, age 49. Mr. Hawkins has served as a
director of the Company since October 1993 and is Chairman
and Chief Executive Officer of Southeastern Asset
Management, Inc., a registered investment advisor, since
1975. He is also a director of Longleaf Partners Funds
Trust, a registered investment company of which Southeastern
Asset Management, Inc. serves as investment advisor, for
more than five years.
Committees: Audit, Compensation
4
<PAGE> 7
- ------------------------------------------------------------
MICHAEL B. YANNEY, age 63. Mr. Yanney has served as a
director of the Company since July 1995 and has served as
Chairman and Chief Executive Officer of America First
Companies since 1984. From 1977 until 1984, Mr. Yanney was
principally engaged in the ownership and management of
commercial banks. He is also a director of Burlington
Northern Inc., Forest Oil Corporation, MFS Communications
Company, Inc. and Lozier Corporation.
Committees: Audit, Compensation
- ------------------------------------------------------------
Certain Transactions with Management
The Company leases office space from a partnership
which owns the building where the Company's principal office
is located. Mr. Cates has a 6.9% and Mr. Wadsworth a 4.2%
interest in such partnership. The Company paid approximately
$107,000 in rent for such office space during 1996, and has
lease obligations of $616,800, or $16.50 per square foot,
for the next four years. The Company believes the rental
rate is a competitive rate for buildings in the area of
Memphis, Tennessee in which the Company's headquarters are
located.
All transactions involving related parties must be
approved by a majority of the disinterested members of the
Company's Board of Directors. The Company has, and expects
to have, transactions in the ordinary course of its business
with directors and officers of the Company and their
affiliates, including members of their families or
corporations, partnerships or other organizations in which
such officers or directors have a controlling interest, on
substantially the same terms (including price, or interest
rates and collateral) as those prevailing at the time for
comparable transactions with unrelated parties.
EXECUTIVE COMPENSATION
Summary Compensation Table.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Other Annual Restricted
Name and Position Year Salary($) Bonus($) Compensation($) Stock Awards($) Options(#)
- ----------------------------- ---- --------- -------- --------------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
George E. Cates 1996 $255,137 $-- $-- $-- 25,000
Chairman, Chief Executive 1995 257,500 67,500 -- -- --
Officer, and Director 1994 225,000 -- -- -- 90,000
H. Eric Bolton 1996 136,670 15,770 -- -- 15,000
President, Chief Operating 1995 108,400 20,800 -- -- 12,500
Officer, and Director 1994 56,042 -- -- -- 2,500
Simon R.C. Wadsworth 1996 135,187 -- -- -- 10,000
Executive Vice President, 1995 131,400 36,000 -- -- 2,500
Chief Financial Officer and 1994 120,000 -- -- -- 30,000
Director
</TABLE>
Option Grants as of December 31, 1996. The following
table provides information on option grants during the year
ending December 31, 1996 to the executive officers listed in
the table above.
<TABLE>
<CAPTION>
Individual Grants
-----------------
Potential Realization
Value at
Assumed Rates of
% of Total Annual Stock Price
Options Appreciation for
Granted to Exercise Option Term
Options Employees in Price Expiration -----------
Name Granted Fiscal Year ($/Share) Date 5% 10%
- --------------------- ------- ------------ --------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
George E. Cates 25,000 27.0% $26.50 2/14/06 $416,643 $1,055,854
H. Eric Bolton 15,000 16.2% $26.50 2/14/06 $250,136 $ 633,513
Simon R.C. Wadsworth 10,000 10.8% $26.50 2/14/06 $166,657 $ 422,342
</TABLE>
5
<PAGE> 8
Aggregated Option Exercises through December 31, 1996. The
following table provides information on options held by the
executive officers listed above through December 31, 1996,
and the value of each of their unexercised options at
December 31, 1996.
<TABLE>
<CAPTION>
Number of Shares
Underlying Value of Unexercised
Unexercised Options In-the-Money Options
Exercised Options at December 31, 1996 at December 31, 1996(1)
----------------- -------------------- -----------------------
Shares
acquired Value Exercisable/ Exercisable/
Name on exercise Realized Unexercisable Unexercisable
- -------------------- ----------- -------- --------------------- -----------------------
<S> <C> <C> <C> <C>
George E. Cates -- -- 26,000 / 79,000 $237,250 / $552,125
H. Eric Bolton -- -- 3,500 / 26,500 $ 13,500 / $ 79,313
Simon R.C. Wadsworth -- -- 12,500 / 30,000 $ 67,875 / $130,250
</TABLE>
__________
(1) Based upon the closing price of the Company's Common Stock on the NYSE
on December 31, 1996 of $28.875 per share.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
There were no compensation committee interlocks in
1996, and no insider participated in decisions related to
his compensation in 1996.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
General
The Compensation Committee of the Board of Directors is
composed of independent outside directors. The Compensation
Committee is responsible for ensuring that a proper balance
of current compensation and longer-term equity-based rewards
are offered to executive management to provide incentives to
increase shareholder value.
Each executive officer's compensation is determined
annually by the Committee, including base salary,
discretionary cash bonuses, and stock incentive awards. The
Company's compensation policy is to reward performance which
leads to long term growth in shareholder value per share, as
exemplified by growth in funds from operations per share,
which the Committee believes is a primary measure of
performance. The Committee has reviewed the Compensation
plans of other multi-family REITs of similar size and
performance to the Company and attempts to be competitive on
a total compensation basis.
Base Salary
Each executive officer's base salary is based upon the
competitive market for the executive officer's services,
including the executive's specific responsibilities,
experience and overall performance. The Committee attempts
to reward long term performance, and it is the objective of
the Company to set base salaries at or below the level of
median base salary level of the Company's peers in its
industry.
Annual Incentive Compensation
The Committee awards discretionary year-end bonuses
which are tied to achieving specific goals for growth in
funds from operations per share and other specific
individual and Company goals which it believes are
instrumental in building long term value. The Committee
sets the Company's bonus formula annually.
Amended and Restated 1994 Restricted Stock and Stock Option
Plan
The Amended and Restated 1994 Restricted Stock and
Stock Option Plan (the "1994 Plan") is the Company's long-
term incentive plan for executive officers and other
selected employees. The objective of the program is to
retain and motivate executives to improve long-term stock
performance. The Compensation Committee has the authority,
within limitations set forth in the 1994 Plan, (i) to
establish rules and regulations concerning the 1994 Plan,
(ii) to determine the persons to whom options and restricted
securities may be granted (iii) to fix the number of shares
of Common Stock to be covered by each option and (iv) to set
the terms and provisions of each option and restricted
security to be granted. Stock options are generally granted
at the prevailing market value and will only have value if
the Company's stock increases.
6
<PAGE> 9
Non-qualified Executive Deferred Compensation Plan
The non-qualified deferred compensation plan is the
Company's long-term incentive plan for key employees who are
not qualified for participation in the Company's 401 (k).
Under the terms of the plan, key employees may elect to
defer a percentage of their compensation and the Company
matches a portion of their salary deferral with similar
provisions as apply for the Company's 401 (k). The plan is
designed so that the employees' investment earnings under
the non-qualified plan should be the same as the earning
assets in the Company's 401 (k).
Compensation of Chief Executive Officer
Mr. Cates' base salary was $255,000 for the year ended
December 31, 1996. The Compensation Committee considered the
annual base salary of Mr. Cates to be competitive with
comparable REITs in the Company's geographic area. The terms
of Mr. Cates' employment contract provides for certain
severance payments in the event of death or disability or
upon termination by the Company without cause or by the
employee with cause. The agreement contains a non-
competition provision which prohibits Mr. Cates, except as
an officer or employee of the Company, from engaging
directly or indirectly in the acquisition, development,
operation, management, leasing or landscaping of any
multifamily community. This prohibition extends to all
multifamily communities wherever located, during the term of
employment and to multifamily properties within 30 miles of
any multifamily community owned by the Company after
termination of such employment.
COMPENSATION COMMITTEE
John J. Byrne, III (Chairman)
Robert F. Fogelman
O. Mason Hawkins
Michael B. Yanney
Performance Graph
The following graph compares the Company's cumulative
total return to the shareholders of Mid-America Apartment
Communities, Inc. ("MAA") to the S&P 500 and the Equity without
Health Care index prepared by the National Association of
Real Estate Investment Trusts ("NAREIT") assuming a base
share price of $100 for the Common Stock and each index for
comparison purposes and assuming all dividends are
reinvested. The performance graph is not necessarily
indicative of future investment performance.
7
<PAGE> 10
MID-AMERICA APARTMENT COMMUNITIES,INC.
Total Return Performance
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
2/4/94 12/31/94 12/31/95 12/31/96
------- -------- -------- --------
<S> <C> <C> <C> <C>
MAA 100.00 142.20 142.63 180.11
S & P 500 100.00 98.02 134.72 165.65
NAREIT Equity w/o Healthcare 100.00 100.20 114.43 156.10
</TABLE>
8
<PAGE> 11
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") requires the Company's
directors and executive officers to file with the Commission
initial reports of ownership and reports of changes in
ownership of the Company's Common Stock and to furnish the
Company with copies of all forms filed.
To the Company's knowledge, based solely on review of
the copies of such reports furnished to the Company and
written representations that no other reports were required,
during the past fiscal year all Section 16(a) filing
requirements applicable to the Company's directors and
executive officers were completed on a timely basis, except
Mr. Yanney did not timely file one report.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
ADOPTION OF PROPOSAL NO. 1.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF KPMG PEAT MARWICK LLP
AS THE 1997 INDEPENDENT AUDITORS
The Board of Directors has selected KPMG Peat Marwick
LLP as the Company's independent auditors for 1997. KPMG
Peat Marwick LLP served as independent auditors of the
Company for the year ended December 31, 1996.
Representatives of the firm will be present at the Annual
Meeting, have an opportunity to make a statement if they so
desire and are expected to be available to respond to
appropriate questions.
The affirmative vote of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at
the Meeting is required to ratify the selection of KPMG Peat
Marwick LLP as the Company's independent auditors for 1997.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
ADOPTION OF PROPOSAL NO. 2.
PROPOSAL NO. 3
APPROVAL OF SECOND AMENDED AND RESTATED
1994 RESTRICTED STOCK AND STOCK OPTION PLAN
On February 12, 1997, subject to shareholder approval,
the Board of Directors adopted amendments (the "Amendments")
to the Company's Amended and Restated 1994 Restricted Stock
and Stock Option Plan (the "Plan"). The purpose of the
Amendments is to (i) increase the number of shares of Common
Stock which may be issued pursuant to the Plan from 500,000
to 1,000,000, subject to adjustment for stock dividends and
similar events; (ii) grant the Compensation Committee of the
Board of Directors (the "Compensation Committee") the
authority to issue awards consisting of units of limited
partnership interest in Mid-America Apartments, L.P., a
Tennessee limited partnership (the "Operating Partnership");
(iii) allow for a "cashless exercise" of options granted
pursuant to the Plan; and (iv) confer upon the Compensation
Committee additional flexibility with respect to the type of
awards which may be granted pursuant to the Plan.
Shareholders are being requested to approve the Plan at the
Meeting. The preceding summary of the Amendments is
qualified in its entirety by the full text of the Plan that
appears as Exhibit A attached to this Proxy Statement.
9
<PAGE> 12
The following chart summarizes, as of the date hereof,
the number of awards the Compensation Committee has granted,
subject to shareholder approval of the Amendments. After
such awards, an additional 271,250 shares will be available
under the amended Plan for future awards.
<TABLE>
<CAPTION>
Name and Position Type of Award # Shares/Units Dollar ($) Value(1)
- ----------------- ----------------------- ----------------- -------------------
<S> <C> <C> <C>
George E. Cates Restricted Stock 75,000 Shares (2) $1,940,625
Chief Executive Officer
H. Eric Bolton, Jr. Restricted UPREIT Units 60,000 Units (2) $1,560,000
Chief Operating Officer
Simon R.C. Wadsworth Restricted UPREIT Units 50,000 Units (2) $1,300,000
Chief Financial Officer
Other officers and employees Stock options 43,750 Shares $1,290,625
</TABLE>
__________
(1) Equals the number of shares or units times the fair
market value of such shares or units on the day prior
to closing.
(2) The named executive has been offered and has purchased,
subject to shareholder approval of the Amendments,
restricted stock or units, as indicated, at a price
equal to the fair market value of such stock or units
on the date prior to closing the purchase. The Company
has agreed to loan the named executive an amount equal
to 15% of the aggregate purchase price of the stock or
units, as applicable, payable in equal annual
installments over 5 years, plus interest at the
applicable federal rate. The aggregate amount of such
loans to the named executives is $720,093.75, and the
aggregate annual principal repayment obligation is
$144,018.75. In addition, the Company has agreed to
pay a bonus to each named executive equal to the debt
service on the loan, if he remains employed by the
Company. The loan shall become due and the bonus
agreement shall terminate if the executive voluntarily
terminates his employment with the Company.
The Board of Directors believes that the adoption of
the Amendments will promote the interests of the Company and
its shareholders and enable the Company to attract, retain
and reward persons important to the Company's success.
Accordingly, the Board of Directors has approved the
adoption of the Amendments and recommends that the
shareholders vote "FOR" the proposal to adopt the
Amendments. Proxies solicited by the Board of Directors
will be so voted unless shareholders specify otherwise.
The affirmative vote of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at
the Meeting is required to approve the Amendments.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
ADOPTION OF PROPOSAL NO. 3.
SHAREHOLDERS' PROPOSALS FOR 1997 ANNUAL MEETING
Shareholders' proposals intended to be presented at the
1997 Annual Meeting of Shareholders must be received by the
Company no later than December 1, 1997 for inclusion in the
Company's proxy statement and form of proxy relating to that
meeting.
OTHER MATTERS
The Board of Directors, at the time of the preparation
of this Proxy Statement, knows of no business to come before
the meeting other than that referred to herein. If any other
business should come before the meeting, the person named in
the enclosed Proxy will have discretionary authority to vote
all proxies in accordance with his best judgment.
10
<PAGE> 13
Upon the written request of any record holder or
beneficial owner of common stock entitled to vote at the
Annual Meeting, the Company, without charge, will provide a
copy of its Annual Report on Form 10-K for the year ended
December 31, 1996, as filed with the Securities and Exchange
Commission. Requests should be directed to Lynn A. Johnson,
Secretary, Mid-America Apartment Communities, Inc., 6584
Poplar Avenue, Suite 340, Memphis, Tennessee, 38138, which
is the address of the Company's principal executive offices.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Lynn A. Johnson
LYNN A. JOHNSON
Secretary
April 30, 1997
11
<PAGE> 14
EXHIBIT A
MID-AMERICA APARTMENT COMMUNITIES, INC.
Second Amended and Restated
1994 Restricted Stock and Stock Option Plan
1. Purposes of the Plan
The purposes of the Mid-America Apartment Communities,
Inc. 1994 Restricted Stock and Stock Option Plan (the
"Plan") are to advance the interests of the Company, to
increase stockholder value by providing its executive
officers and other key employees with a proprietary interest
in the growth and performance of the Company and with
incentives for continued service with and rewards for
outstanding service to the Company, its subsidiaries and/or
its affiliates, and to provide the Company and the Operating
Partnership (hereinafter defined) with an additional means
to attract and retain qualified executive officers and other
key employees. The Plan will provide for the issuance of up
to 1,000,000 shares of Common Stock and/or units of limited
partnership interest in the Operating Partnership redeemable
for shares of Common Stock, to the executive officers and
key employees of the Company and its subsidiaries and
affiliates. To this end, the Compensation Committee of the
Company's Board of Directors (the "Committee") may grant
stock options and restricted securities awards to executive
officers and other key employees of the Company, its
subsidiaries and/or its affiliates, on the terms and subject
to the conditions set forth in this Plan.
2. Definitions
As used in the Plan, the following terms shall have the
meanings set forth below:
2.1 "Award" means any form of Stock Option or
Restricted Securities granted under the Plan, whether
singly, in combination, or in tandem, to a Participant by
the Committee pursuant to such terms, conditions,
restrictions, and/or limitations, if any, as the Committee
may establish.
2.2 "Award Agreement" means a written agreement
setting forth the terms of an Award.
2.3 "Board" means the Board of Directors of the
Company.
2.4 "Class A Common Unit" means a Class A Common
Unit of limited partnership interest in the Operating
Partnership.
2.5 "Code" means the Internal Revenue Code of
1986, as amended. References to any provision of the Code
shall be deemed to include successor provisions thereto and
rules and regulations thereunder.
2.6 "Committee" means the Compensation Committee
of the Board, each member of which, for purposes of this
Plan, shall be a disinterested person within the meaning of
Exchange Act Rule 16b-3.
2.7 "Common Stock" means the Common Stock of the
Company, $.01 par value.
2.8 "Company" means Mid-America Apartment
Communities, Inc., its subsidiaries and its affiliates.
2.9 "Disability" means the inability to
substantially perform the usual duties of the person's
occupation by reason of a medically determinable physical or
mental impairment which can be expected to be of long,
continued and indefinite duration as determined by the
Committee.
2.10 "Exchange Act" means the Securities Exchange
Act of 1934, as amended from time to time. References to
any provision of the Exchange Act shall be deemed to include
successor provisions thereto and rules and regulations
thereunder.
2.11 "Fair Market Value," unless otherwise
required by an applicable provision of the Code, as of any
date, means the reported last sale price of the Common Stock
on such date as reported on the New York Stock Exchange
Consolidated Tape.
A-1
<PAGE> 15
2.12 "Incentive Stock Option" ("ISO") means any
Stock Option intended to be, and designated and qualifying
as, an "incentive stock option" within the meaning of
Section 422 of the Code.
2.13 "Non-Qualified Stock Option" means any Stock
Option awarded under this Plan that is not intended to be an
Incentive Stock Option or that fails to meet the
requirements applicable to an Incentive Stock Option.
2.14 "Officer" means a person who is considered to
be an officer of the Company under Securities Exchange Act
Rule 16a-1(f).
2.15 "Operating Partnership" means Mid-America
Apartments, L.P., a Tennessee limited partnership, of which
the Company is the sole general partner.
2.16 "Option" or "Stock Option" means a right
granted pursuant to the Plan to purchase shares of Common
Stock, and includes the terms Incentive Stock Option and Non-
Qualified Stock Option.
2.17 "Option Price" or "Exercise Price" means the
price per share at which Common Stock may be purchased upon
the exercise of an Option.
2.18 "Participant" means any individual to whom
an Award has been granted by the Committee under either
Plan.
2.19 "Restricted Securities" means shares of
Common Stock or Class A Common Units issued pursuant to a
Restricted Securities Award which are subject to such
conditions, including, without limitation, risks of
forfeiture, as may be determined by the Committee and
specified in the Award Agreement.
2.20 "Retirement" means retirement from active
employment under a retirement plan of the Company, any
subsidiary or affiliate, or pursuant to an employment
agreement with any of the aforementioned, or termination of
employment at or after age 55 under circumstances which the
Committee, in its sole discretion, deems equivalent to
retirement.
2.21 "Termination of Employment" means the
termination of a Participant's active employment with the
Company which is not deemed to be a Retirement or a
termination due to a Disability.
3. Administration
3.1 The Plan shall be administered and
interpreted by the Committee.
3.2 The Committee shall have the authority to (a)
establish such rules and regulations as it deems necessary
for the proper operation and administration of the Plan; (b)
select the persons to receive Awards under the Plan; (c)
determine the form of an Award, or combinations thereof, and
whether such Award is to operate on a tandem basis and/or in
conjunction with or apart from other awards made by the
Company, either within or outside of this Plan; (d)
determine the number of shares of Common Stock or Class A
Common Units to be covered by each such Award granted
hereunder; (e) determine the terms and conditions, not
inconsistent with the terms of this Plan, of any Award
granted hereunder (including, but not limited to, any
restriction or limitation on transfer, any vesting schedule
or acceleration thereof, and any forfeiture provisions or
waiver thereof), regarding any Award and the shares of
Common Stock and/or Class A Common Units relating thereto,
based on such factors as the Committee shall determine, in
its sole discretion; (f) determine whether Common Stock or
Class A Common Units payable with respect to an Award under
this Plan shall be deferred, either automatically or at the
election of the Participant; and (g) make any other
determination or take any action that the Committee deems
necessary or desirable for the administration of the Plan.
3.3 Unless authority is specifically reserved to
the Board under the terms of the Plan, the Company's Charter
or By-Laws, or applicable law, the Committee shall have sole
discretion in exercising authority under the Plan. The
Committee may delegate to officers or managers of the
Company or any subsidiary the authority, subject to such
terms as the Committee shall determine, to perform
administrative functions and, with respect to Participants
not subject to Section 16 of the Exchange Act, to perform
such other functions as the Committee may determine, to the
extent permitted under Rule 16b-3 and applicable law. Any
decision, interpretation or other action made or taken in
good faith by or at the direction of the Company, the Board,
or the Committee (or any of its members pursuant to any
authority duly delegated to any such member) arising out of
or in connection with the Plan shall be within the absolute
discretion of all or any of them, as the case may be, and
shall be final, binding and conclusive on the Company and
all employees and Participants and their respective
beneficiaries, heirs, executors, administrators, successors
and assigns.
A-2
<PAGE> 16
4. Eligibility
Officers and other key employees (including those who
may also be Directors of the Company) of the Company and its
present and future subsidiaries and affiliates, including
the Operating Partnership, who are not members of the
Committee and who are responsible for or contribute to the
management, growth and profitability of the business of the
Company, are eligible to receive Awards under the Plan.
5. Shares Available for Awards
5.1 The maximum number of shares of Common Stock
of the Company that may be used in conjunction with the
grant of Awards under the Plan is 1,000,000. In determining
the number of shares available from time to time for Awards
under the Plan, each Class A Common Unit covered by any
Award shall be considered the equivalent of one share of
Common Stock, and the Company shall not grant awards
involving Class A Common Units in excess of the remaining
number of shares of Common Stock available under the Plan.
5.2 Shares of stock which are attributable to
Awards which expire or are otherwise terminated, cancelled,
surrendered or forfeited, during a calendar year, are
available for issuance or use in connection with future
Awards, during the calendar year in which they expire or
otherwise become available, provided, however, that, if any
such shares could not again be available for Awards to a
Participant who is subject to Section 16 of the Exchange Act
under applicable share counting requirements of Rule 16b-3,
such shares shall be available exclusively for Awards to
Participants who are not subject to Section 16.
5.3 Shares of Common Stock to be issued under the
Plan may be authorized and unissued shares of Common Stock,
treasury stock or a combination thereof.
5.4 In the event of a merger, consolidation,
reorganization, recapitalization, stock split, stock
dividend, other extraordinary dividend or other changes in
corporate structure or capitalization affecting the Common
Stock, the Committee may make appropriate adjustment in the
number of shares or number and kind of other securities
subject to options, rights and other Awards granted under
the Plan, and/or the exercise price and other terms and
conditions of Awards or appropriate adjustment in the
maximum number of shares referred to in Section 5 of the
Plan, as the Committee may determine to be necessary or
appropriate in order to prevent dilution or enlargement of
the rights of Participants.
6. Awards Under the Plan
6.1 Stock Options. The Committee may grant
Incentive Stock Options ("ISO"), Non-Qualified Stock Options
or both to purchase shares of Common Stock from the Company
to such Officers and other key employees in such amounts and
subject to such terms and conditions, as the Committee shall
determine in its sole discretion, subject to the provisions
of the Plan, provided, however, that in no event may any
Stock Option be granted hereunder after the expiration of 10
years after the date of the Plan. The automatic or
discretionary grant of "reload" Stock Options is
specifically authorized.
In the case of ISO's, the terms and conditions of
such grants, including the exercise price of the purchase of
Common Stock, shall be subject to and comply with the
requirements of Section 422 of the Code, as from time to
time amended, and any implementing regulations.
The exercise price at which shares of Common Stock
may be purchased pursuant to the grant of an Option shall be
fixed by the Committee at the time of grant; however, the
price of an ISO must be equal to or greater than the Fair
Market Value of the shares of Common Stock covered thereby.
The exercise price of an ISO granted to any Participant who
owns shares of Common Stock possessing more than 10% of the
total combined voting power of all outstanding shares of
Common Stock of the Company must be at least equal to 110%
of the fair market value of the shares of Common Stock on
the date of grant. Options granted under the Plan will not
be ISOs to the extent that the Fair Market Value of the
shares of Common Stock with respect to which ISOs first
become exercisable in any year exceeds $100,000.
6.2 Restricted Securities Awards. The Committee
may grant Restricted Securities Awards ("RSAs") to such
Officers and other key employees in such amounts and subject
to such terms and conditions as the Committee may determine
in its sole discretion, including such restrictions on
transferability and other restrictions, vesting or other
provisions as the Committee may impose, which restrictions
may lapse separately or in combination at such times, under
such circumstances, in such installments, or otherwise, as
the Committee shall determine.
A-3
<PAGE> 17
Unless otherwise determined by the Committee at
the time of an Award, the holder of an RSA shall have the
right to vote the restricted securities and to receive
dividends or distributions thereon, unless and until such
restricted securities are forfeited.
In the event all or any of the shares of Common
Stock or Class A Common Units subject to RSA are forfeited
due to failure to meet or comply with restrictions imposed
by the Committee at the time of grant prior to the lapse of
such restrictions, the Company shall repay to the
Participant (or the Participant's estate) any cash amount
paid by the Participant for such forfeited shares.
6.3 Tandem and Substitute Awards. Awards granted
under the Plan may, in the discretion of the Committee, be
granted either alone or in addition to, in tandem with, or
in substitution for, any other Award granted under the Plan
or any award granted under any other plan of the Company,
any Subsidiary or Affiliate, or any business entity to be
acquired by the Company or a Subsidiary or Affiliate, or any
other right of a Participant to receive payment from the
Company or any Subsidiary or Affiliate. If an Award is
granted in substitution for another Award or award, the
Committee shall require the surrender of such other Award or
award in consideration for the grant of the new Award.
Awards granted in addition to or in tandem with other Awards
or awards may be granted either as of the same time as or a
different time from the grant of such other Awards or
awards.
7. Award Agreements
Awards under the Plan shall be evidenced by an
agreement approved by the Committee that sets forth the
terms, conditions and limitations of an Award. The
Committee may amend agreements theretofore entered into,
either prospectively or retroactively, including, but not
limited to, the acceleration of vesting of or lapse of
restrictions on an Award and the extension of time to
exercise an Award, except that, no such amendment shall
affect the Award in a materially adverse manner without the
consent of the Participant (except for an amendment made to
cause the Plan to qualify for an exemption provided by Rule
16b-3).
8. Miscellaneous Provisions Related to Participants
8.1 The grant of an Award shall not be construed
as giving a Participant the right to be retained in the
employ of the Company. The Company may at any time dismiss
a Participant from employment, free from any liability or
any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Award Agreement. No
Participant or other person shall have any claim to be
granted any Award, and there is no obligation for uniformity
of treatment of Participants or holders or beneficiaries of
Awards.
8.2 Except as may be otherwise provided under
Section 6.2, no Award granted under the Plan, unless
otherwise provided in the Award Agreement, shall entitle the
holder of such Award to any dividend, voting or other right
of a stockholder unless and until the date of issuance
under the Plan of the shares that are subject to such Award.
8.3 The purchase price of the shares of Common
Stock as to which an Option is exercised shall be paid in
cash or by check, except as otherwise hereinafter provided,
at the time of exercise. In addition, in its sole
discretion, the Committee may determine that it is an
appropriate method of payment for grantees to pay for any
shares subject to an option by (i) delivering certificates
for unrestricted shares of Common Stock having a value equal
to the Exercise Price of the Options being exercised, or
(ii) delivering a properly executed exercise notice together
with a copy of irrevocable instructions to a broker to
deliver promptly to the Company the amount of proceeds for
the sale of shares of Common Stock or margin credit extended
on shares of Common Stock (including the Common Stock to be
acquired pursuant to the exercise of Options) to pay the
purchase price. To facilitate the foregoing, the Company
may enter into agreements for coordinated procedures with
one or more brokerage firms. The value of Company Common
Stock surrendered in payment of the Exercise Price shall be
its Fair Market Value, determined pursuant to Section 2.10,
on the date of exercise. Upon receipt of a notice of
exercise of a Stock Option and upon payment of the Exercise
Price, the Company shall promptly deliver to the Participant
a certificate or certificates for the shares of Common Stock
purchased, without charge to him or her for issue or
transfer tax. The Committee, in its sole discretion, may
form time to time permit the method of exercising Options
known as pyramiding or "cashless exercise" (that is, the
automatic application of shares received upon the exercise
of a portion of an Option to satisfy the exercise price for
additional portions of the Option).
8.4 A Participant may be required to pay to the
Company, and the Company shall have the right to deduct from
all amounts paid to a Participant (whether under the Plan or
otherwise), any taxes required by law to be paid or withheld
in respect of Awards hereunder to such Participant. The
Committee may provide for additional cash payments to
holders of Awards to defray or offset any tax arising from
the grant, vesting exercise or payment of any Award or, at
the election of the holder of the Award, the Committee may
withhold shares or accept the transfer of shares to the
Company, in such amounts as are equivalent to the Fair
Market Value of the withholding obligations.
A-4
<PAGE> 18
8.5 If the Committee determines that such action
is advisable, the Company may, or may cause the Operating
Partnership to, assist any Participant in obtaining
financing from the Company or from any bank or other third
party, on such terms as are determined by the Committee, and
in such amount as is required to accomplish the purposes of
the Plan, including, but not limited to, permitting the
exercise of an Award and/or paying any taxes in respect
thereof to the extent permitted by law. Such assistance may
take any form that the Committee deems appropriate,
including, but not limited to, a direct loan from the
Company or the Operating Partnership, a guarantee of the
obligation by the Company or the Operating Partnership, or
the maintenance by the Company or the Operating Partnership
of deposits with such bank or third party.
8.6 Awards, and any right that comes within the
general definition of "derivative security" of Rule 16a-1(c)
under the Exchange Act, shall not be assignable or
transferable by a Participant except by will or the laws of
descent and distribution (or pursuant to a beneficiary
designation authorized under Section 8.7), and during the
Award holder's lifetime, such Awards and rights shall be
exercisable only by such holder or such holder's duly
appointed guardian or legal representative.
8.7 Each Participant may file and maintain with
the Company a written designation of one or more persons as
the beneficiary or beneficiaries who shall be entitled to
receive the Award or related payment payable under the Plan
upon the Participant's death. If no such designation is in
effect at the time of a Participant's death, or if no
designated beneficiary survives the Participant or if such
designation conflicts with the law, the Participant's estate
shall be entitled to receive the Award or related payment,
if any, payable under the Plan upon the Participant's death.
9. Governing Law
The validity, construction, and effect of the Plan, any
rules and regulations relating to the Plan and any Award
Agreement shall be determined in accordance with the laws of
the State of Tennessee and applicable federal law.
10. Severability
If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Participant or Award under any law
deemed applicable by the Committee, such provision or Award
shall be construed or deemed amended to conform to
applicable laws, or if it cannot be construed or deemed
amended, in the determination of the Committee, without
materially altering the intent of the Plan or the Award,
such provision shall be stricken as to such jurisdiction,
Participant or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.
11. Unfunded Plan
The Plan is intended to constitute an "unfunded" plan.
Unless otherwise determined by the Committee, the Plan shall
be unfunded and shall not create (or be construed to create)
a trust or a separate fund or funds. To the extent that any
person acquires a right to receive payments from the Company
pursuant to an Award, such right (unless otherwise
determined by the Committee) shall be no greater than the
right of any unsecured general creditor of the Company.
12. Rule 16b-3 Compliance
12.1 Unless a Participant could otherwise
transfer an equity security, derivative security, or shares
issued upon exercise of a derivative security granted under
the Plan without incurring liability under Section 16(b) of
the Exchange Act, (i) an equity security issued under the
Plan, other than an equity security issued pursuant to the
exercise of a derivative security granted under the Plan,
shall be held for at least six months from the date of
acquisition, and (ii) at least six months shall elapse from
the date of acquisition of a derivative security to the date
of disposition of the derivative security (other than upon
exercise or conversion) or disposition of any underlying
equity security issued pursuant to the exercise or
conversion of such derivative security.
A-5
<PAGE> 19
12.2 It is the intent of the Company that this
Plan comply in all respects with applicable provisions of
Rule 16b-3 and Rule 16a-1(c)(3) under the Exchange Act in
connection with any grant of Awards to or other transaction
by a Participant who is subject to Section 16 of the
Exchange Act (except for transactions exempted under
alternative Exchange Act Rules or acknowledged in writing to
be non-exempt by such Participant). Accordingly, if any
provision of this Plan or any Award Agreement does not
comply with the requirements of Rule 16b-3 or Rule 16a-
1(c)(3) as then applicable to any such transaction, such
provision will be construed or deemed amended to the extent
necessary to conform to the applicable requirements of Rule
16b-3 or Rule 16a-1(c)(3) so that such Participant shall
avoid liability under Section 16(b).
13. Effective Date and Term of Plan
13.1 The Plan is an amendment and restatement of
the 1994 Restricted Stock and Stock Option Plan of the
Company originally adopted by the Company's shareholder on
January 26, 1994. The Plan became effective on February 4,
1994.
13.2 The Plan shall remain in effect until
January 31, 2004, unless sooner terminated by the Board.
After this date, no further Awards may be granted but
previously granted Awards shall remain outstanding in
accordance with their applicable terms and conditions, as
stated in the Award Agreement, and conditions of the Plan.
14. Amendment and Termination of the Plan
14.1 The Plan may be amended by the Board in any
respect, without the consent of stockholders or
Participants, except that any such amendment (although
effective when made) shall be subject to the approval of the
Company's stockholders within one year after such Board
action if such stockholder approval is required by any
federal or state law or regulation or the rules of any stock
exchange or automated quotation system on which the Common
Stock may then be listed or quoted, and the Board may
otherwise, in its discretion, determine to subject any other
amendment to the Plan to stockholders for approval. In
addition, no amendment may materially impair the rights of a
Participant under any Award previously granted under the
Plan without the consent of such Participant, unless
required by law.
14.2 The Plan may be terminated at any time by
the Board. No further Awards may be made under the Plan
after termination, but termination shall not affect the
rights of any Participant under, or the authority of the
Committee with respect to, any grants or awards made prior
to termination.
A-6
<PAGE> 20
PROXY MID-AMERICA APARTMENT COMMUNITIES, INC. No. of Shares__________
6584 Poplar Avenue, Suite 340, Memphis, Tennessee 38138
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints George E. Cates, Simon
R.C. Wadsworth, and Lynn A. Johnson as proxies, each with
the power to appoint such person's substitute, and hereby
authorizes them to vote, as designated below, all the shares
of common stock of Mid-America Apartment Communities, Inc.
(the "Company") held of record by the undersigned on April
30, 1997 at the annual meeting of shareholders to be held on
June 24, 1997, or any adjournment thereof.
1. ELECTION OF ONE CLASS II DIRECTOR AND CLASS III DIRECTORS
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY to vote for
all nominees listed below
(INSTRUCTION: To withhold authority to vote for any
individual nominee, strike a line through the nominee's name
on the list below)
H. Eric Bolton, George E. Cates and Simon R.C. Wadsworth
2. RATIFICATION OF KPMG PEAT MARWICK LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR 1997
[ ] FOR RATIFICATION [ ] AGAINST RATIFICATION
3. APPROVAL OF SECOND AMENDED AND RESTATED 1994 RESTRICTED STOCK AND
STOCK OPTION PLAN
[ ] FOR APPROVAL [ ] AGAINST APPROVAL
4. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
- ----------------------------------------------------------------------------
This proxy, when properly executed, will be voted in
the manner directed herein by the undersigned shareholder.
If no direction is made, this proxy will be voted for the
election of all nominees and for all proposals.
DATED:_______________, 1997
Please sign exactly as
name appears to left.
When shares are held by
joint tenants, both
should sign. When signing
as attorney, executor,
administrator, trustee or
guardian, please give
full title as such. If a
corporation, please sign
full corporate name by
President or other
authorized officer. If a
partnership, please sign
in partnership name by
authorized person.
--------------------------
Signature
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Signature (if held jointly)
Please mark, sign, date and return the proxy card promptly
using the enclosed envelope.
