SCHEDULE 14A-INFORMATION REQUIRED IN PROXY STATEMENT
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] 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>
Mid-America Apartment Communities, Inc.
6584 Poplar Avenue
Suite 340
Memphis, Tennessee 38138
October ___ , 1997
Dear Shareholders:
You are cordially invited to attend the special meeting of
shareholders of Mid-America Apartment Communities, Inc.
("Company") to be held at 5:00 p.m. local time, November 6, 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. Currently, there are approximately 13,394,932
shares of Common Stock issued and outstanding and approximately
3,777,821 additional shares have been reserved for issuance under
specific circumstances. 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 merger
of Flournoy Development Company with and into 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, 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. Currently, there are approximately 2 million
shares of the Series A Preferred Stock issued and outstanding.
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,
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 6, 1997
Notice is hereby given that a Special Meeting of
shareholders of Mid-America Apartment Communities, Inc. (the
"Company") will be held on November 6, 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 2. To approve an
amendment to the Company's Charter
to increase the number of
authorized shares of Common 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,
Lynn A. Johnson
Secretary
Memphis, Tennessee
October ___ , 1997
<PAGE>
Mid-America Apartment Communities, Inc.
6584 Poplar Avenue
Suite 340
Memphis, Tennessee 38138
PROXY STATEMENT FOR
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 6, 1997
____________________
This Proxy Statement is furnished to holders of Common Stock
and Series A 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 6, 1997, at the Greenbrook
Apartments, 1400 Greenbrook Drive, Memphis, Tennessee 38134
("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
13, 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 ________ 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.
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. 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.
<PAGE>
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 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 is entitled to one vote, in person or by proxy,
for each share of Series A Preferred 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 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. 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.
Ownership of the Company's Common Stock
Security Ownership of Certain Beneficial Owners
The following table sets forth information, as of September 30,
1997, regarding each person known to the Company to be the beneficial
owner of more than five percent (5%) of its Common Stock.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class(1)
- - --------------------------------- -------------------- ----------
Snyder Capital Management, Inc. 1,100,400 (2) 8.2
350 California Street, Suite 1460
San Francisco, CA 94104-1436
(1) Based on 13,394,932 shares of Common Stock outstanding on
September 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 Snyder Capital Management, Inc. has
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.
<PAGE>
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 September 30, 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.
Amount and Nature of
Beneficial Ownership
Name of Beneficial Owner of Common Stock Percent of Class (1)
- - ------------------------ -------------------- --------------------
George E. Cates 673,689 (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 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 13.8
========= ====
* Represents less than 1%
(1) Based on 13,394,932 shares of Common Stock outstanding on
September 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 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.
(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.
<PAGE>
Amendments to Charter
General
The Company's Charter currently authorizes the issuance of
up to 5 million shares of Preferred Stock and 20 million shares
of Common Stock. Of such authorized shares, at the record date,
2,000,000 shares of Series A Preferred Stock were issued and
outstanding, and _________ shares of Common Stock were issued and
outstanding or reserved for issuance, as follows:
<TABLE>
<CAPTION>
<S> <C>
Issued and outstanding ........................................
Reserved for issuance upon redemption of outstanding Units.....
Reserved for issuance under stock-based compensation plans.....
Covered by currently outstanding awards........................
Available for future awards....................................
-----------
Total ....................................................===========
</TABLE>
Of the 20 million authorized shares of Common Stock, an
aggregate of only _________ shares of Common Stock are currently
available for other purposes. The Board of Directors believes
that the remaining available shares of Common Stock will be
inadequate for 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 future acquisitions and internal
growth, and in accommodating the other needs of the Company for
available Common Stock.
Of the 5 million authorized shares of Preferred Stock, an
aggregate of only 3,000,000 shares of Preferred Stock are
currently available for other purposes. 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 both the Series A Preferred 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, 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, 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.
<PAGE>
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.
The Board of Directors has approved, and the Company has
executed an Agreement and Plan of Reorganization in respect of,
the merger ("FDC Merger") of Flournoy Development Company
with and into the Company. Pursuant to the FDC Merger, the
Company anticipates issuing at closing 1,556,510 additional shares
of Common Stock and reserving approximately 250,000 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, 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.
<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, 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
Lynn A. Johnson
Secretary
Memphis, Tennessee
October ___ , 1997
<PAGE>
[FRONT OF PROXY CARD]
NO. OF SHARES ______
COMMON STOCK PROXY
Mid-America Apartment Communities, Inc.
6584 Poplar Avenue
Suite 340
Memphis, Tennessee 38138
SPECIAL MEETING OF SHAREHOLDERS
November 6, 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 6, 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. 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 OF PROXY CARD]
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.
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
- - -----------------------------------
Title
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL
TO AMEND THE CHARTER.
<PAGE>
[FRONT OF PROXY CARD]
NO. OF SHARES ______
PREFERRED STOCK PROXY
Mid-America Apartment Communities, Inc.
6584 Poplar Avenue
Suite 340
Memphis, Tennessee 38138
SPECIAL MEETING OF SHAREHOLDERS
November 6, 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 6, 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.
[BACK OF PROXY CARD]
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
- - -----------------------------------
Title
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL
TO AMEND THE CHARTER.
