As filed with the Securities and Exchange Commission on
January 23, 1997 Registration No. 333-20221
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MID-AMERICA APARTMENT COMMUNITIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
TENNESSEE 6021 62-1543819
- ------------------ ---------------------------- -------------------
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
6584 Poplar Avenue, Suite 340
Memphis, Tennessee 38138
---------------------------------------
(Address of principal executive office)
George E. Cates
6584 Poplar Avenue, Suite 340
Memphis, Tennessee 38138
(901) 682-6600
---------------------------------------
(Name and address of agent for service)
Copies to:
John A. Good, Esq.
Baker, Donelson, Bearman & Caldwell
165 Madison Avenue, 20th Floor
Memphis, Tennessee 38103
Telephone (901) 577-2148
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X].
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check
the following box and list the Securities Act registration
statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION
STATEMENT ON SUCH DATE OR DATES AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(a), MAY DETERMINE.
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Memphis, State of
Tennessee, on February 3, 1997.
MID-AMERICA APARTMENT COMMUNITIES, INC.
By: /s/ Simon R.C. Wadsworth
--------------------------------------------
Simon R.C. Wadsworth, Executive VP and Chief Financial Officer
EXHIBIT 5.1
BAKER, DONELSON, BEARMAN & CALDWELL
165 Madison Avenue, Suite 2000
Memphis, Tennessee 38103
January 31, 1997
Board of Directors
Mid-America Apartment Communities, Inc.
6584 Poplar Avenue, Suite 340
Memphis, TN 38138
Gentlemen:
You have requested our opinion in
connection with the registration on Form S-3,
Registration Statement No. 333-20221 (the
"Registration Statement") under the Securities Act of
1933, as amended, of up to an aggregate of 750,000
shares of common stock, par value $.01 per share
(the "Offered Securities") as defined in the
Registration Statement of Mid-America Apartment
Communities, Inc., a Tennessee corporation (the
"Company") to be sold by the Company from time
to time as described in the Registration
Statement.
We have acted as counsel for the Company in
connection with the proposed offering of the Offered
Securities and have assisted with the preparation
of the Registration Statement and various corporate
documents related thereto. We have examined and
relied upon the following documents and instruments
for the purpose of giving this opinion, which ,
to our knowledge and in our judgment, are all
of the documents and instruments that are
necessary for us to examine for such purpose:
1. The Registration Statement and the prospectus filed
therewith (the "Prospectus") and all exhibits thereto;
2. A copy of the Company's Charter certified by the
Tennessee Secretary of State;
3. A copy of the Company's Bylaws, as amended, certified
by the Secretary of the Company; and
4. The minute book of the Company.
In giving our opinion, we have assumed without investigation
the authenticity of any document or instrument submitted to us as
an original, the conformity to the authentic original of any
document or instrument submitted to us as a certified, conformed
or photostatic copy and the genuineness of all signatures on such
originals or copies.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that
the Offered Securities, when issued in accordance with the
Registration Statement, will be validly issued, fully paid and
nonassessable.
Our opinion subject to the following qualifications and
limitations:
i. The opinions expressed herein are subject to
the effect of applicable bankruptcy, insolvency,
reorganization or similar laws affecting the
enforcement of creditors' rights and equitable
principles limiting the availability of equitable
remedies on the enforceability of contracts, agreements
and instruments.
ii. Members of our firm are qualified to practice law in the
State of Tennessee and nothing contained herein shall be deemed
to be an opinion as to any law, rule or regulation other than
those of the federal law of the United States.
iii. The opinions set forth herein are expressed as of
the date hereof and we disclaim any undertaking to advise
you of any changes which may subsequently be brought to
our attention in the facts and the law upon which such
opinions are based.
This opinion is furnished by us and is intended to be
used as an exhibit to the Registration Statement filed
with the Securities and Exchange Commission. Except for
such use, neither this opinion nor copies hereof may be
relied upon by, delivered to, or quoted in whole or in part
without our prior written consent.
We consent to the reference of our firm name
under the caption LEGAL MATTERS in the Prospectus
and to the use of our opinion as an exhibit to
the Registration Statement. In giving such
consents, we do not admit that we come within the
category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
BAKER, DONELSON, BEARMAN & CALDWELL
a Professional Corporation
By: /s/ John A. Good
--------------------------
John A. Good
