SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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 ss. 240.14a-11(c) or ss. 240.14a-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)(4) 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:
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>
MID-AMERICA APARTMENT COMMUNITIES, INC.
6584 POPLAR AVENUE
SUITE 340
MEMPHIS, TENNESSEE 38138
October 13, 1997
Dear Shareholders:
You are cordially invited to attend the special meeting of shareholders of
Mid-America Apartment Communities, Inc. (the "Company") to be held at 5:00
p.m. local time, November 14, 1997, at the Greenbrook Apartments, 1400
Greenbrook Drive, Memphis, Tennessee 38134.
At the meeting, holders of the Company's Common Stock, voting separately as
a class, will be asked to approve an amendment to the Company's Charter to
increase the number of authorized shares of Common Stock from 20 million shares
to 50 million shares. The proposed increase is intended to ensure that an
adequate number of authorized shares of Common Stock will be available to the
Company to consummate the proposed acquisition of Flournoy Development Company
and certain related entities by the Company, and, if and when needed, to enable
the Company to meet its capital and growth needs.
At the meeting, holders of the Company's 9.5% Series A Cumulative Preferred
Stock (the "Series A Preferred Stock"), voting separately as a class, and
Holders of the Company's Common Stock, voting separately as a class, will be
asked to approve an amendment to the Company's Charter to increase the number of
authorized shares of Preferred Stock of the Company from 5 million shares to 20
million shares. The Preferred Stock may be issued from time to time by the Board
of Directors of the Company, in such series and with such preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications or other provisions as may from time to time be fixed
by the Board of Directors. The proposed increase is intended to ensure that an
adequate number of authorized shares of Preferred Stock will be available to the
Company, if and when needed, to enable the Company to meet its capital and
growth needs.
Shareholders will also transact any other business that may properly come
before the meeting.
The Company's Board of Directors has approved both the proposed amendment
to the Company's Charter to increase the number of authorized shares of Common
Stock and the proposed amendment to the Company's Charter to increase the number
of authorized shares of Preferred Stock. The Company's Board of Directors
recommends that you vote FOR the approval of such proposals.
The formal Notice of Special Meeting of Shareholders and Proxy Statement
accompanying this letter provide detailed information concerning the matters to
be considered and acted upon at the meeting.
It is important that your shares be represented at the meeting, whether or
not you attend personally. I urge you to sign, date and return the enclosed
proxy in the postage-paid, addressed envelope provided at your earliest
convenience.
Very truly yours,
/s/GEORGE E. CATES
GEORGE E. CATES
CHIEF EXECUTIVE OFFICER
<PAGE>
MID-AMERICA APARTMENT COMMUNITIES, INC.
6584 POPLAR AVENUE
SUITE 340
MEMPHIS, TENNESSEE 38138
------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 14, 1997
------------------
Notice is hereby given that a Special Meeting of shareholders of
Mid-America Apartment Communities, Inc. (the "Company") will be held on
November 14, 1997, at 5:00 P.M., local time, at the Greenbrook Apartments, 1400
Greenbrook Drive, Memphis, Tennessee 38134, for the following purposes:
To be voted on by the holders of:
9.5% SERIES A
COMMON CUMULATIVE
STOCK PREFERRED STOCK
- ------ ---------------
X 1. To approve an amendment to the Company's Charter
to increase the number of authorized shares of
Common Stock from 20 million shares to 50 million
shares;
X X 2. To approve an amendment to the Company's Charter
to increase the number of authorized shares of
Preferred Stock from 5 million shares to 20
million shares; and
X 3. To transact such other business as may properly
come before the meeting.
It is desirable that as large a proportion as possible of the shareholders'
interests be represented at the Special Meeting. Whether or not you plan to be
present at the meeting, you are requested to date, sign and return the enclosed
proxy, as soon as possible, in the postage-paid return envelope provided so that
your stock will be represented. The giving of such proxy will not affect your
right to vote in person, should you later decide to attend the meeting.
Only shareholders of record at the close of business on October 7, 1997 are
entitled to notice of, and to vote at, the Special Meeting or any adjournment
thereof.
By Order of the Board of Directors,
/s/LYNN A. JOHNSON
LYNN A. JOHNSON
SECRETARY
Memphis, Tennessee
October 13, 1997
<PAGE>
MID-AMERICA APARTMENT COMMUNITIES, INC.
6584 POPLAR AVENUE
SUITE 340
MEMPHIS, TENNESSEE 38138
------------------
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 14, 1997
------------------
This Proxy Statement is furnished to holders of Common Stock and 9.5%
Series A Cumulative Preferred Stock of Mid-America Apartment Communities, Inc.,
a Tennessee corporation ("Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company ("Board of Directors") for
use at the Special Meeting of shareholders to be held at 5:00 p.m., local time,
on November 14, 1997, at the Greenbrook Apartments, 1400 Greenbrook Drive,
Memphis, Tennessee 38134 (Cumulative "Special Meeting"), and at any
adjournment or postponement thereof. This Proxy Statement and the accompanying
two forms of proxy are first being mailed to shareholders on or about October
16, 1997.
By executing and returning the enclosed proxy, you authorize the persons
named therein to represent you and vote your shares at the Special Meeting, and
at any adjournment or postponement thereof, in accordance with your
instructions. Those persons may also vote your shares to adjourn or postpone the
Special Meeting from time to time. A proxy may be revoked at any time before it
is voted by voting in person at the Special Meeting, by the execution and
delivery of a revised proxy bearing a later date, or by a written notice of
revocation sent to the Secretary of the Company at the address set forth above
that is received prior to the Special Meeting.
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. In addition, the Company has retained
Corporate Investor Communications, Inc. of Carldstadt, New Jersey, to assist in
the solicitation of proxies, and it is estimated that their charges and expenses
will not exceed $15,000. 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 IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU EXPECT TO
ATTEND THE SPECIAL MEETING IN PERSON, YOU ARE URGED TO COMPLETE, SIGN AND RETURN
THE PROXY IN THE ENCLOSED POSTAGE-PAID, ADDRESSED ENVELOPE.
RECORD DATE; OUTSTANDING CAPITAL STOCK
The record date for shareholders entitled to notice of, and to vote at, the
Special Meeting is October 7, 1997. At the close of business on that date, the
Company had issued and outstanding and entitled to receive notice of, and to
vote at, the Special Meeting 16,894,232 shares of Common Stock, $.01 par value
("Common Stock") and 2 million shares of 9.5% Series A Cumulative Preferred
Stock (the "Series A Preferred Stock"). No other class of securities of the
Company is entitled to notice of, or to vote at, the Special Meeting.
1
<PAGE>
ACTION TO BE TAKEN AT THE SPECIAL MEETING
Holders of Common Stock will receive the Common Stock proxy, while holders
of the Series A Preferred Stock will receive the Preferred Stock proxy. If no
instruction is indicated on the Common Stock proxy, the named holders of the
proxy will vote all such shares of Common Stock of such holder FOR the amendment
to the Company's Charter increasing the number of authorized shares of Common
Stock from 20 million to 50 million and FOR the amendment to the Company's
Charter increasing the number of authorized shares of Preferred Stock from 5
million to 20 million. If no instruction is indicated on the Preferred Stock
proxy, the named holders of the proxy will vote all such shares of Series A
Preferred Stock of such holder FOR the amendment to the Company's Charter
increasing the number of authorized shares of Preferred Stock from 5 million to
20 million. Where shareholders have appropriately specified the manner in which
their proxies are to be voted, they will be voted in such manner. The named
holders of proxies also will use their discretion in voting the shares of Common
Stock and Series A Preferred Stock, if applicable, in connection with any other
business that properly may come before the Special Meeting. The Board of
Directors is not presently aware of any other matters or business to be brought
before the Special Meeting.
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Special Meeting for the purpose of amending the Company's Charter to increase
the number of authorized shares of Common Stock. A holder of Common Stock is
entitled to one vote, in person or by proxy, for each share of Common Stock held
in his name on the record date. With respect to the adoption of the proposed
amendment to the Charter to increase the number of authorized shares of Common
Stock from 20 million to 50 million (the "Common Stock Amendment"), under
applicable law, the Common Stock Amendment must be approved by the holders of a
majority of the outstanding shares of Common Stock, voting separately as a
class. Assuming a quorum is present, votes to "abstain" and "broker
non-votes" would have the effect of negative votes on the adoption of the
Common Stock Amendment.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Series A Preferred Stock and the holders of a majority of
the oustanding shares of Common Stock is necessary to constitute a quorum at the
Special Meeting for the purpose of amending the Company's Charter to increase
the number of authorized shares of Preferred Stock. A holder of Series A
Preferred Stock or Common Stock is entitled to one vote, in person or by proxy,
for each share of Series A Preferred Stock or Common Stock, as applicable, held
in his name on the record date. With respect to the adoption of the proposed
amendment to the Charter to increase the number of authorized shares of
Preferred Stock from 5 million to 20 million (the "Preferred Stock
Amendment"), under applicable law, the Preferred Stock Amendment must be
approved by the holders of a majority of the outstanding shares of Series A
Preferred Stock, voting separately as a class, and the holders of a majority of
the outstanding shares of Common Stock, voting separately as a class. Assuming a
quorum is present, votes to "abstain" and "broker non-votes" would have the
effect of negative votes on the adoption of the Preferred Stock Amendment.
2
<PAGE>
OWNERSHIP OF THE COMPANY'S COMMON STOCK
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information, as of October 10, 1997,
regarding each person known to the Company to be the beneficial owner of more
than five percent (5%) 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) 6.5%
350 California Street, Suite 1460
San Francisco, CA 94104-1436
</TABLE>
- ------------
(1) Based on 16,894,232 shares of Common Stock outstanding on October 10, 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
No director or executive officer of the Company beneficially owns any
shares of Series A Preferred Stock. The following table sets forth the
beneficial ownership of the Company's Common Stock, as of October 10, 1997, by
(i) each director, (ii) each executive officer and (iii) all directors and
executive officers as a group. Unless otherwise indicated, such shares of Common
Stock are owned directly and the indicated person has sole voting and investment
power.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
NAME OF BENEFICIAL OWNER OF COMMON STOCK PERCENT OF CLASS(1)
- ---------------------------------------- ----------------------- -------------------
<S> <C> <C>
George E. Cates......................... 673,689(2) 3.7%
Robert F. Fogelman...................... 653,000(3) 3.6
O. Mason Hawkins........................ 353,417(4) 2.0
Michael B. Yanney....................... 132,051 *
Simon R.C. Wadsworth.................... 87,065(5) *
H. Eric Bolton.......................... 73,817(6) *
John J. Byrne, III...................... 34,500 *
----------------------- -----
All Directors and Executive Officers as
a Group............................... 2,007,539 11.1%
======================= =====
</TABLE>
- ------------
* Represents less than 1%
(1) Based on 16,894,232 shares of Common Stock outstanding on October 10, 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 ("units") of limited partnership
interests in Mid-America Apartments, L.P. ("partnership") 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 332,126 shares owned directly by Mr. Cates, 239,436 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 53,127 shares owned by the
Company's ESOP over which Mr. Cates shares voting power. Excludes 2,210
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.
(NOTES CONTINUED ON FOLLOWING PAGE)
3
<PAGE>
(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 13,876 shares owned directly by Mr. Wadsworth, 52,189 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 4,317 shares owned directly by Mr. Bolton, 60,000 shares that Mr.
Bolton has the current right to acquire upon redemption of Units and 9,500
shares that Mr. Bolton has the current right to acquire upon the exercise of
options that are currently exercisable.
AMENDMENTS TO CHARTER
GENERAL
The Company's Charter currently authorizes the issuance of up to 20 million
shares of Common Stock and 5 million shares of Preferred Stock. As of the record
date, there were approximately 2 million shares of Series A Preferred Stock
issued and outstanding. As of the record date, the Company's Common Stock
capital structure was as follows:
NUMBER OF
SHARES
------------
Issued and Outstanding............... 16,894,232
Issuable upon redemption of
Units(1)........................... 2,527,821
Reserved for issuance pursuant to the
Company's Dividend Reinvestment and
Stock Purchase Program
("DRSPP")........................ 748,293
Reserved for issuance pursuant to the
Company's 1994 Restricted Stock and
Stock Option Plan ("Option
Plan")............................ 361,518
Issuable pursuant to currently
outstanding awards under the Option
Plan............................... 519,400
Issuable pursuant to the Flournoy
Acquisition (hereinbelow
defined)(2)........................ 2,294,624
------------
Total shares issued or
issuable....................... 23,345,888
============
- ------------
(1) Units are redeemable on a one-for-one basis into shares of the Company's
Common Stock or, at the Partnership's option, may be redeemed for cash.
(2) Includes 1,556,510 shares of Common Stock issuable to Flournoy Development
Company as consideration for the merger of Flournoy Development Company with
and into the Company (the "FDC Merger"); approximately 256,410 shares of
Common Stock (based on a per share price of $29.25 which was the last
reported sale price of the Common Stock on the New York Stock Exchange on
October 13, 1997) which may be issued as contingent consideration in the FDC
Merger; and approximately 481,704 shares of Common Stock which represents
the number of shares of Common Stock into which the 481,704 Units issued as
consideration for the acquisition of certain properties which are affiliated
with Flournoy Development Company may be redeemed. The transactions
described in the preceding sentence are referred to collectively as the
Flournoy Acquisition.
The Board of Directors believes that the lack of available shares of Common
Stock will be detrimental to the Company's future needs and that it is in the
best interests of the Company and its shareholders to have a greater number of
authorized and unissued shares of Common Stock available to provide flexibility
to the Company in structuring its capitalization, in financing the Flournoy
Acquisition and future acquisitions, internal growth, and accommodating the
other needs of the Company for available Common Stock. In the event the
Company's shareholders do not approve the proposed increase in the number of
authorized shares of Common Stock, in order to consummate the Flournoy
Acquisition, the Company will be required to terminate the DRSPP and redeem any
Units which are subsequently tendered for redemption for cash
4
<PAGE>
rather than for shares of Common Stock, which could require the Company to
undertake substantial borrowings. Substantial borrowings for such purpose may
have a material adverse effect on the Company.
Of the 5 million authorized shares of Preferred Stock, an aggregate of only
3,000,000 shares of Preferred Stock are currently available for issuance. The
Board of Directors believes that the remaining available shares of Preferred
Stock will be inadequate for the Company's future needs and that it is in the
best interest of the Company and its shareholders to have a greater number of
authorized and unissued shares of Preferred Stock available to provide
flexibility to the Company in structuring its capitalization, in financing
future acquisitions and internal growth, and in accommodating the other needs of
the Company for available Preferred Stock.
The Board of Directors has approved and recommends to both the holders of
the Series A Preferred Stock and the holders of the Common Stock approval of the
proposed amendments to the Company's Charter to increase the number of
authorized shares of Common Stock from 20 million to 50 million and to increase
the number of authorized shares of Preferred Stock from 5 million to 20 million.
If the holders of the Series A Preferred Stock, voting separately as a
class, and the holders of the Common Stock, voting separately as a class,
approve the Preferred Stock Amendment and the holders of the Common Stock,
voting separately as a class, approve the Common Stock Amendment, the first
paragraph of Section 6 of the Company's Charter will be amended to read as
follows:
6. AUTHORIZED CAPITAL STOCK. The total number of shares of stock
which the Corporation has authority to issue is fifty million (50,000,000)
shares of Common Stock, $.01 par value per share, and twenty million
(20,000,000) shares of Preferred Stock, $.01 par value per share.
If the holders of the Series A Preferred Stock, voting separately as a
class, and the holders of the Common Stock, voting separately as a class,
approve the Preferred Stock Amendment and the holders of the Common Stock,
voting separately as a class, do not approve the Common Stock Amendment, the
first paragraph of Section 6 of the Company's Charter will be amended to read as
follows:
6. AUTHORIZED CAPITAL STOCK. The total number of shares of stock
which the Corporation has authority to issue is twenty million (20,000,000)
shares of Common Stock, $.01 par value per share, and twenty million
(20,000,000) shares of Preferred Stock, $.01 par value per share.
If the holders of the Common Stock, voting separately as a class, approve
the Common Stock Amendment and the holders of the Preferred Stock, voting
separately as a class, or the holders of the Common Stock, voting separately as
a class, do not approve the Preferred Stock Amendment, the first paragraph of
Section 6 of the Company's Charter will be amended to read as follows:
6. AUTHORIZED CAPITAL STOCK. The total number of shares of stock
which the Corporation has authority to issue is fifty million (50,000,000)
shares of Common Stock, $.01 par value per share, and five million
(5,000,000) shares of Preferred Stock, $.01 par value per share.
PURPOSE AND EFFECT OF THE PROPOSED AMENDMENTS
The purpose of the proposed increase in the number of authorized shares of
Common Stock is to ensure that additional shares of Common Stock will be
available, if and when needed, for issuance from time to time for any proper
purpose approved by the Board of Directors (including, without limitation,
issuances to raise capital or effect acquisitions, and for other corporate
purposes). The Board of Directors believes that the availability of the
additional authorized shares of Common Stock for issuance upon approval of the
Board of Directors for a proper purpose, without the necessity for, or the delay
inherent in, a meeting of the shareholders (except as may be required by
applicable law, by regulatory authorities, or by the policies, rules and
regulations of the New York Stock Exchange or such other stock exchange on which
the Company's securities may then be listed), will be beneficial to the Company
and its shareholders by providing the Company with the flexibility required to
promptly consider and respond to future business opportunities and needs as they
arise.
5
<PAGE>
The Board of Directors has approved, and the Company has executed an
Agreement and Plan of Reorganization in respect of, the Flournoy Acquisition.
Pursuant to the FDC Merger, the Company anticipates issuing at closing 1,556,510
additional shares of Common Stock and reserving approximately 256,410 additional
shares for issuance as contingent consideration in the FDC Merger. If the number
of shares of Common Stock authorized for issuance by the Company were not
increased as proposed, then, after consummation of the FDC Merger, the Company
would have no shares of Common Stock authorized for issuance and would be
required to terminate its Dividend Reinvestment and Stock Purchase Plan.
Moreover, in the event any holder of Class A Common Units of limited partnership
interests in Mid-America Apartments, L.P., which are redeemable for shares of
Common Stock on a one-for-one basis, or in the partnership's discretion for
cash, shall tender such units for redemption, the partnership would be required
to exercise its option to purchase such units for cash, which would likely be
detrimental to the Company.
The purpose of the proposed increase in the number of authorized shares of
Preferred Stock is to ensure that additional shares of Preferred Stock will be
available, if and when needed, for issuance from time to time for any proper
purpose approved by the Board of Directors (including, without limitation,
issuances to raise capital or effect acquisitions, and for other corporate
purposes). Although there are no present arrangements, agreements or
understandings for the issuance of additional shares of Preferred Stock, the
Board of Directors believes that the availability of the additional authorized
shares of Preferred Stock for issuance upon approval of the Board of Directors
for a proper purpose, without the necessity for, or the delay inherent in, a
meeting of the shareholders (except as may be required by applicable law, by
regulatory authorities, or by the policies, rules and regulations of the New
York Stock Exchange or such other stock exchange on which the Company's
securities may then be listed), will be beneficial to the Company and its
shareholders by providing the Company with the flexibility required to promptly
consider and respond to future business opportunities and needs as they arise.
If the Common Stock Amendment is approved by the holders of the Common
Stock, voting separately as a class, and the Preferred Stock Amendment is
approved by the holders of the Series A Preferred Stock, voting separately as a
class, and the holders of the Common Stock, voting separately as a class, the
Board of Directors does not presently intend to seek further shareholder
approval with respect to any particular issuance of shares, unless required by
applicable law, by regulatory authorities, or by the policies, rules and
regulations of the New York Stock Exchange or such other stock exchange on which
the Company's securities may then be listed.
Shareholders do not have any preemptive or similar rights to subscribe for
or purchase any additional shares of Common Stock or Preferred Stock that may be
issued in the future and, therefore, future issuances of Common Stock or
Preferred Stock, depending upon the circumstances, may have a dilutive effect on
the earnings per share, book value per share, voting power and other interests
of the existing shareholders.
The proposed increase in the authorized number of shares of Common Stock
and Preferred Stock could have an anti-takeover effect, although that is not its
purpose. For example, if the Company were the subject of a hostile takeover
attempt, it could try to impede the takeover by issuing shares of Common Stock,
thereby diluting the voting power of the other outstanding shares and increasing
the potential cost of the takeover. Alternatively, the Board of Directors could
designate a series of Preferred Stock with rights and preferences which could
impede any takeover attempt. The availability of these defensive strategies to
the Company could discourage unsolicited takeover attempts, thereby limiting the
opportunity for the Company's shareholders to realize a higher price for their
shares than might otherwise be available in the public markets. The Board of
Directors is not aware of any attempt, or contemplated attempt, to acquire
control of the Company, and this proposal is not being presented for the purpose
of creating an anti-takeover device.
6
<PAGE>
VOTE NECESSARY TO APPROVE THE PROPOSAL
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock entitled to vote at the meeting, voting separately as a class,
is necessary for approval of Common Stock Amendment. Therefore, abstentions and
broker non-votes effectively count as votes against the proposal.
The affirmative vote of the holders of a majority of the outstanding shares
of Series A Preferred Stock entitled to vote at the meeting, voting separately
as a class, and the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the meeting, voting
separately as a class, is necessary for approval of Preferred Stock Amendment.
Therefore, abstentions and broker non-votes effectively count as votes against
the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE
PROPOSED AMENDMENTS TO THE COMPANY'S CHARTER.
OTHER BUSINESS
The Company is not aware of any business to be acted upon at the Special
Meeting other than that which is explained in this Proxy Statement. In the event
that any other business calling for a vote of the shareholders is properly
presented at the meeting, the holders of the proxies will vote your shares in
accordance with their best judgment.
SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder who wishes to present a proposal for action at the 1998
annual meeting of shareholders and who wishes to have it set forth in the proxy
statement and identified in the form of proxy prepared by the Company, must
deliver such proposal to the Company at its principal executive offices, no
later than December 1, 1997, in such form as is required under regulations
promulgated by the Securities and Exchange Commission.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ LYNN A. JOHNSON
Lynn A. Johnson
SECRETARY
Memphis, Tennessee
October 13, 1997
7
<PAGE>
FRONT SIDE OF PROXY
COMMON STOCK PROXY NO. OF SHARES __________________
MID-AMERICA APARTMENT COMMUNITIES, INC.
6584 POPLAR AVENUE, SUITE 340, MEMPHIS, TENNESSEE 38138
SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 14, 1997
The undersigned hereby appoints George E. Cates, H. Eric Bolton, Simon R.C.
Wadsworth, and Lynn A. Johnson, or any of them, with full power of substitution
in each, proxies (and if the undersigned is a proxy, substitute proxies) to vote
all Common Stock of the undersigned in Mid-America Apartment Communities, Inc.
at the Special Meeting of Shareholders to be held on November 14, 1997, at 5:00
P.M., local time, at the Greenbrook Apartments, 1400 Greenbrook Drive, Memphis,
Tennessee 38134, and at any adjournments or postponements thereof, as specified
below:
1. PROPOSAL TO AMEND THE COMPANY'S CHARTER TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK FROM 20 MILLION SHARES TO 50 MILLION
SHARES.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. PROPOSAL TO AMEND THE COMPANY'S CHARTER TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF PREFERRED STOCK FROM 5 MILLION SHARES TO 20 MILLION
SHARES.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies (and if the undersigned is a proxy, any
substitute proxies) are authorized to vote upon such other business as may
properly come before the Special Meeting.
PLEASE SIGN AND DATE ON REVERSE SIDE OF THIS PROXY.
(BACK SIDE OF PROXY)
(CONTINUED FROM FRONT)
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 adoption of the proposal to amend the Charter of the Company to
increase the number of authorized shares of Common Stock from 20 million shares
to 50 million shares AND FOR THE ADOPTION OF THE PROPOSAL TO AMEND THE CHARTER
OF THE COMPANY TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK
FROM 5 MILLION TO 20 MILLION.
DATED:_________________________ , 1997
Please sign name exactly as it appears
on stock certificate. When shares are
held by joint tenants all should sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
----------------------------------------
Signature
----------------------------------------
Signature (if held jointly)
----------------------------------------
Title
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
<PAGE>
PREFERRED STOCK PROXY NO. OF SHARES __________________
MID-AMERICA APARTMENT COMMUNITIES, INC.
6584 POPLAR AVENUE, SUITE 340, MEMPHIS, TENNESSEE 38138
SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 14, 1997
The undersigned hereby appoints George E. Cates, H. Eric Bolton, Simon R.C.
Wadsworth, and Lynn A. Johnson, or any of them, with full power of substitution
in each, proxies (and if the undersigned is a proxy, substitute proxies) to vote
all Common Stock of the undersigned in Mid-America Apartment Communities, Inc.
at the Special Meeting of Shareholders to be held on November 14, 1997, at 5:00
P.M., local time, at the Greenbrook Apartments, 1400 Greenbrook Drive, Memphis,
Tennessee 38134, and at any adjournments or postponements thereof, as specified
below:
1. PROPOSAL TO AMEND THE COMPANY'S CHARTER TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF PREFERRED STOCK FROM 5 MILLION SHARES TO 20 MILLION
SHARES.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the proxies (and if the undersigned is a proxy, any
substitute proxies) are authorized to vote upon such other business as may
properly come before the Special Meeting.
PLEASE SIGN AND DATE ON REVERSE SIDE OF THIS PROXY.
(CONTINUED FROM FRONT)
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 adoption of the proposal to amend the Charter of the Company to
increase the number of authorized shares of Preferred Stock from 5 million
shares to 20 million shares.
DATED:___________________________ , 1997
Please sign name exactly as it appears
on stock certificate. When shares are
held by joint tenants all should sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
----------------------------------------
Signature
----------------------------------------
Signature (if held jointly)
----------------------------------------
Title
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
