MID AMERICA APARTMENT COMMUNITIES INC
8-K/A, 1997-11-20
REAL ESTATE INVESTMENT TRUSTS
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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON D.C. 20549
                                
                                
                                
                           FORM 8-K(A)
                                
                                
                                
                         CURRENT REPORT
                                
                                
                                
             PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                                
                                
                       September 24, 1997
        ------------------------------------------------
        Date of Report (Date of earliest event reported)
                                
                                
             MID-AMERICA APARTMENT COMMUNITIES, INC.
       --------------------------------------------------
       (Exact Name of Registrant as Specified in Charter)
                                
                                
                                
        TENNESSEE                  1-12762              62-1543819
(State of Incorporation)   (Commission File Number)   (I.R.S. Employer
                                                       Identification Number)
                                
                                
                                
                                
                  6584 POPLAR AVENUE, SUITE 340
                    MEMPHIS, TENNESSEE 38138
            (Address of principal executive offices)
                                
                                
                                
                         (901) 682-6600
       Registrant's telephone number, including area code
                                
                                
                                
                                
                                
     (Former name or address, if changed since last report)
                                

<PAGE>                                
                                
Item 5.  Other Events.

Mid-America  Apartment  Communities, Inc.   has  consummated  the
acquisitions   of   the   apartment   communities   below.    The
acquisitions were previously reported under item 5 of Form 8-K.

               
   Apartment                           Purchase    Number    Date of     Date
   Community           Location           Price    of Units  Form 8-K   Acquired
- -----------------   ---------------   -----------  --------  --------   --------
Westside Creek II   Little Rock, AR   $ 6,500,000    166      10/7/97   9/24/97
Woodwinds           Aiken, SC         $ 5,000,000    144      10/7/97   9/30/97


Each  audited  Historical  Summary of  Gross  Income  and  Direct
Operating  Expenses  of the above referenced properties  for  the
previous fiscal year are included herein as exhibits.


<PAGE>

                           SIGNATURES


Pursuant to the requirements of  the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                             MID-AMERICA APARTMENT COMMUNITIES, INC.



Date:  November 19, 1997     /s/ Simon R.C. Wadsworth
      ------------------     ----------------------------
                                 Simon R.C. Wadsworth
                                 Executive Vice President
                                 (Principal Financial and Accounting Officer)






                                

                                                   EXHIBIT   99.1
                                
                                
                                
                                
             MID-AMERICA APARTMENT COMMUNITIES, INC.
                                
               Historical Summary of Gross Income
                  and Direct Operating Expenses
              (Westside Creek Phase II Apartments)
                                
                        December 31, 1996
                                
                                
                                
                                
<PAGE>                                


                  Independent Auditors' Report


The Board of Directors
Mid-America Apartment Communities, Inc.:


We have audited the accompanying Historical Summary of Gross
Income and Direct Operating Expenses (Historical Summary) of the
Acquisition Property (Westside Creek Phase II Apartments), as
described in Note 1, for the year ended December 31, 1996.  This
Historical Summary is the responsibility of the Acquisition
Property's management.  Our responsibility is to express an
opinion on this Historical Summary for the Acquisition Property
based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the statement is free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the Historical Summary for the
Acquisition Property.  An audit also includes assessing the
accounting principles used and the significant estimates made by
management, as well as evaluating the overall presentation of the
Historical Summary for the Acquisition Property.  We believe that
our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary for the Acquisition Property
was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission as
described in Note 1 and is not intended to be a complete
presentation of the Acquisition Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents
fairly, in all material respects, the gross income and direct
operating expenses described in Note 1 to the Historical Summary
for the year ended December 31, 1996, in conformity with
generally accepted accounting principles.


                                        KPMG PEAT MARWICK LLP

Memphis, Tennessee
November 4, 1997


<PAGE>

             MID-AMERICA APARTMENT COMMUNITIES, INC.
                                
Historical Summary of Gross Income and Direct Operating Expenses
              (Westside Creek Phase II Apartments)
                                
                  Year ended December 31, 1996
                                
                                
                                
Gross income - total revenue                          $ 1,100,333

Direct operating expenses:
  Operating expenses                                      250,590
  Real estate taxes                                        81,250
  Repairs and maintenance                                  64,330
  Interest expense                                        507,544
                                                      -----------
                                                          903,714
                                                      -----------
Gross income in excess of direct operating expenses   $   196,619
                                                      ===========

[FN]
See accompanying notes to Historical Summary of Gross Income and
Direct Operating Expenses for the Acquisition Property.


<PAGE>

             MID-AMERICA APARTMENT COMMUNITIES, INC.
                                
           Notes to Historical Summary of Gross Income
                  and Direct Operating Expenses
              (Westside Creek Phase II Apartments)
                                
                        December 31, 1996



(1)  Accounting Policies

     Description

     The accompanying financial statement includes the operations
     of Westside Creek Phase II Apartments (the Acquisition
     Property) owned by parties unaffiliated with Mid-America
     Apartment Communities, Inc. (the Company) and Mid-America
     Apartments, L.P. (the Operating Partnership).  The
     Acquisition Property, a multi-family residential property
     located in Little Rock, Arkansas was acquired by the
     Operating Partnership on September 24, 1997 and contains 166
     apartment units.

     Basis of Presentation

     The accompanying financial statement is not representative
     of the actual operations for the period presented.  Certain
     expenses have been excluded because Mid-America Apartments,
     L.P. (the Operating Partnership) does not anticipate that
     they will be incurred in future operations of the property.
     Expenses excluded consist of depreciation and amortization,
     management fees and other costs not directly related to the
     future operations of the Acquisition Property.  Interest
     Expense has been included in the Historical Summary to the
     extent that a bond payable is assumed in connection with the
     Operating Partnership's acquisition of the Acquisition
     Property.  Operating expenses include payroll, utilities,
     advertising, and other general and administrative costs.
     Management is not aware of any material factors relating to
     this Acquisition Property that would cause this financial
     statement not to be indicative of future operating results
     as related to gross income and direct operating expenses.

     Income Recognition

     Revenues from rental property are recognized when due from
     tenants.  Leases are generally for one year or less.




<PAGE>

                                
             MID-AMERICA APARTMENT COMMUNITIES, INC.
                                
           Notes to Historical Summary of Gross Income
                  and Direct Operating Expenses
              (Westside Creek Phase II Apartments)
                                
                                
                                
(2)  Pro Forma Taxable Operating Results and
          Funds Generated From Operations (Unaudited)

     The pro forma table reflects the taxable operating results
     and funds generated from operations of the Acquisition
     Property for the twelve months ended August 31, 1997 as
     adjusted for certain items which can be factually supported.
     This statement does not purport to forecast actual operating
     results for any period in the future.

          Pro forma net operating income
           (exclusive of  depreciation and amortization)     $ 245,495
          Less estimated depreciation expense                  244,400
                                                             --------- 
          Pro forma taxable operating income                     1,095

          Add depreciation not requiring outlay of funds       244,400
                                                             ---------
          Pro forma funds generated from operations          $ 245,495
                                                             =========

     Depreciation for the buildings is estimated using a straight-line
     method over a 25-year life.


                                
                                
                                                         EXHIBIT 99.2
                                
                                
                                
                                
             MID-AMERICA APARTMENT COMMUNITIES, INC.
                                
               Historical Summary of Gross Income
                  and Direct Operating Expenses
                     (Woodwinds Apartments)
                                
                        December 31, 1996
                                
                                
                                
<PAGE>                                
                                


                  Independent Auditors' Report


The Board of Directors
Mid-America Apartment Communities, Inc.:


We have audited the accompanying Historical Summary of Gross
Income and Direct Operating Expenses (Historical Summary) of the
Acquisition Property (Woodwinds Apartments), as described in Note
1, for the year ended December 31, 1996.  This Historical Summary
is the responsibility of the Acquisition Property's management.
Our responsibility is to express an opinion on this Historical
Summary for the Acquisition Property based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the statement is free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the Historical Summary for the
Acquisition Property.  An audit also includes assessing the
accounting principles used and the significant estimates made by
management, as well as evaluating the overall presentation of the
Historical Summary for the Acquisition Property.  We believe that
our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary for the Acquisition Property
was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission as
described in Note 1 and is not intended to be a complete
presentation of the Acquisition Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents
fairly, in all material respects, the gross income and direct
operating expenses described in Note 1 to the Historical Summary
for the year ended December 31, 1996, in conformity with
generally accepted accounting principles.


                                        KPMG PEAT MARWICK LLP

Memphis, Tennessee
October 29, 1997


<PAGE>


             MID-AMERICA APARTMENT COMMUNITIES, INC.
                                
Historical Summary of Gross Income and Direct Operating Expenses
                     (Woodwinds Apartments)
                                
                  Year ended December 31, 1996
                                
                                
                                
Gross income - total revenue                          $ 921,482

Direct operating expenses:
  Operating expenses                                    180,846
  Real estate taxes                                      95,143
  Repairs and maintenance                               112,854
  Interest expense                                      316,192
                                                      ---------   
                                                        705,035
                                                      ---------              
Gross income in excess of direct operating expenses   $ 216,447
                                                      =========

[FN]
See accompanying notes to Historical Summary of Gross Income and
Direct Operating Expenses for the Acquisition Property.


<PAGE>


             MID-AMERICA APARTMENT COMMUNITIES, INC.
                                
           Notes to Historical Summary of Gross Income
                  and Direct Operating Expenses
                     (Woodwinds Apartments)
                                
                        December 31, 1996



(1)  Accounting Policies

     Description

     The accompanying financial statement includes the operations
     of Woodwinds Apartments (the Acquisition Property) owned by
     parties unaffiliated with Mid-America Apartment Communities,
     Inc. (the Company) and Mid-America Apartments, L.P. (the
     Operating Partnership).  The Acquisition Property, a multi-
     family residential property located in Aiken, South Carolina
     was acquired by the Operating Partnership on September 30,
     1997 and contains 144 apartment units.

     Basis of Presentation

     The accompanying financial statement is not representative
     of the actual operations for the period presented.  Certain
     expenses have been excluded because Mid-America Apartments,
     L.P. (the Operating Partnership) does not anticipate that
     they will be incurred in future operations of the property.
     Expenses excluded consist of depreciation and amortization,
     management fees and other costs not directly related to the
     future operations of the Acquisition Property.  Interest
     expense has been included in the Historical Summary to the
     extent that a bond payable is assumed in connection with the
     Operating Partnership's acquisition of the Acquisition
     Property.  Operating expenses include payroll, utilities,
     advertising, and other general and administrative costs.
     Management is not aware of any material factors relating to
     this Acquisition Property that would cause this financial
     statement not to be indicative of future operating results
     as related to gross income and direct operating expenses.

     Income Recognition

     Revenues from rental property are recognized when due from
     tenants.  Leases are generally for one year or less.


<PAGE>


             MID-AMERICA APARTMENT COMMUNITIES, INC.
                                
           Notes to Historical Summary of Gross Income
                  and Direct Operating Expenses
                     (Woodwinds Apartments)
                                
                                
                                
(2)  Pro Forma Taxable Operating Results and
          Funds Generated From Operations (Unaudited)

     The pro forma table reflects the taxable operating results
     and funds generated from operations of the Acquisition
     Property for the twelve months ended August 31, 1997 as
     adjusted for certain items which can be factually supported.
     This statement does not purport to forecast actual operating
     results for any period in the future.

          Pro forma net operating income
          (exclusive of  depreciation and amortization)      $ 171,921
          Less estimated depreciation expense                  189,880
                                                             ---------
          Pro forma taxable operating loss                     (17,959)

          Add depreciation not requiring outlay of funds       189,880
                                                             ---------
          Pro forma funds generated from operations          $ 171,921
                                                             =========     


     Depreciation for the buildings is estimated using a straight-line
     method over a 25-year life.

                                



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