SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MID-AMERICA APARTMENT COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 62-154819
State of Incorporation or Organization (I.R.S.Employer
Identification No.)
6584 POPLAR AVENUE, SUITE 340, MEMPHIS, TENNESSEE 38138
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|
Securities Act registration statement file number to which this form relates:
___________________ (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF CLASS TO BE SO REGISTERED WHICH EACH CLASS IS TO BE REGISTERED
9 3/8% Series C Cumulative Preferred Stock, New York Stock Exchange
par value $.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE
(title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the 9 3/8% Series C Cumulative Redeemable Preferred
Stock, par value $.01 per share of the Registrant is contained in a Rule 424(b)
Prospectus Supplement filed with the Securities and Exchange Commission on June
25, 1998 supplementing the Registrant's Registration Statement on Form S-3 (No.
333-34775), which became effective on September 9, 1997, which Preliminary
Prospectus Supplement shall be deemed to be incorporated herein by reference for
all purposes.
ITEM 2. EXHIBITS
The securities described herein are to be registered on the New York
Stock Exchange, on which other securities of the Registrant are registered.
Accordingly, the following exhibits, required in accordance with Part I to the
Instructions as to Exhibits on Form 8-A, have been duly filed with the New York
Stock Exchange:
4.1* Form of Articles of Amendment to the Amended and Restated Charter
Establishing and Fixing the Rights and Preferences of a Series of
Shares of Preferred Stock.
4.2 Specimen share certificate for 9 3/8% Series C Cumulative
Preferred Stock.
4.3 Definitive Articles of Amendment to the Amended and Restated
Charter Designating and Fixing the Rights and Preferences of a
Series of Shares of Preferred Stock.
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* Previously Filed
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Mid-America Apartment Communities, Inc.
By: /s/ SIMON R.C. WADSWORTH
Title: CHIEF FINANCIAL OFFICER
June 25, 1998
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EXHIBIT 4.2
[front of certificate]
9 3/8% SERIES C
CUMULATIVE REDEEMABLE
PREFERRED STOCK
LIQUIDATION PREFERENCE
$25 PER SHARE
Number Shares
MAB
Incorporated Under the Laws This Certificate is transferrable in
of the State of Tennessee Birmingham, AL or New York, NY
CUSIP 59522J 40 0
See reverse for certain definitions
MID-AMERICA APARTMENT COMMUNITIES, INC.
This certifies that
is the owner of
fully paid and non-assessable shares of the 9 3/8% Series C Cumulative
Redeemable Preferred Stock Liquidation Preference $25 per share of
MID-AMERICA APARTMENT COMMUNITIES, INC. (the "Corporation")
transferrable on the books of the Corporation in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate and the shares represented hereby are issued and shall be
held subject to all of the provisions of the Charter of the Corporation, as
amended and restated, and its Bylaws, as amended, to all of which the
holder, by acceptance hereof assents. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal and the facsimile signature of its duly
authorized officers.
Dated:
[Facsimile Signature]
ATTEST: Secretary and Treasurer
[Facsimile Signature]
Chairman and Chief Executive Officer
Countersigned and registered:
<PAGE>
AMSOUTH BANK
Transfer Agent and Registrar
By:
Authorized Signature
[reverse of certificate]
MID-AMERICA APARTMENT COMMUNITIES, INC.
To preserve the qualification of the company as a "real estate
investment trust" under the internal revenue code of 1986, as amended, under
the company's charter transfer of the shares represented hereby is
restricted and may be stopped if a person or group of persons directly or
through the operation of certain attribution rules would own in excess of
9.9% of the outstanding stock of the company after the transfer.
The company may require evidence of a proposed transferee's status and
ownership interest before permitting any transfer and may redeem any shares
held in violation of the preceding paragraph. The company will furnish to
any shareholder without charge a full statement of the transfer restrictions
upon request made to the secretary of the company at its principal office.
The shares represented hereby are subject to all of the provisions of the
charter and bylaws of the corporation, each as amended from time to time, to
all of which the holder by acceptance hereof assents. The corporation will
furnish to any shareholder, upon request and without charge, a full
statement of the designations, relative rights, preferences and limitations
of the shares of each class authorized to be issued, as well as variations
in the rights, preferences and limitations determined for each series of a
class, so far as the same has been determined by the Board of Directors
under its authority.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws and regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COMM - as tenants in common UNIF GIFT MIN ACT _______Custodian_______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to
survivorship and not as Minors Act ________
tenants in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For Value Received, _______________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
-------------------------------------------------------------------------
Please print or typewrite name and address including postal zip code
of assignee
_______________________________________________________ shares
<PAGE>
represented by this Certificate, and do hereby irrevocably constitute and
appoint ____________________________________________________ attorney to
transfer the said shares on the books of the Corporation before power of
substitution and the premises.
Date:__________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
Signature Guaranteed: ______________________________________________
The signatures should be guaranteed by an eligible
guarantor institution (Banks,Stockbrokers,Savings
and Loan Associations and Credit Unions with
members; approved signature guarantee medallion
program), pursuant to S.E.C. Rule 17Ad-15.
EXHIBIT 4.3
MID-AMERICA APARTMENT COMMUNITIES, INC.
ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED CHARTER
DESIGNATING AND FIXING THE RIGHTS AND
PREFERENCES OF A SERIES OF SHARES OF PREFERRED STOCK
Mid-America Apartment Communities, Inc., a Tennessee corporation (the
"Company"), certifies to the Tennessee Secretary of State that:
FIRST: Pursuant to the authority expressly vested in the Board of
Directors of the Company by Section 6 of the Company's Amended and Restated
Charter (the "Charter") and Section 48-16-102 of the Tennessee Code Annotated,
as amended, the Board of Directors has, by resolution, duly divided and
classified 2,000,000 shares of the preferred stock of the Company into a series
designated 93/8% Series C Cumulative Redeemable Preferred Stock (the "Series C
Preferred Stock") and has provided for the issuance of the Series C Preferred
Stock.
SECOND: Section 6 is hereby amended by adding the following:
1. DESIGNATION AND NUMBER. A series of Preferred Stock, designated the "93/8%
Series C Cumulative Redeemable Preferred Stock" (the "Series C Preferred
Stock"), is hereby established. The number of shares of the Series C
Preferred shall be 2,000,000.
2. MATURITY. The Series C Preferred Stock has no stated maturity and will not
be subject to any sinking fund or mandatory redemption.
3. RANK. The Series C Preferred Stock ranks senior to the Common Stock with
respect to payment of dividends and amounts upon liquidation, dissolution
or winding up. The Series C Preferred Stock ranks on a parity with the
Company's 9.5% Series A Cumulative Preferred Stock (the "Series A
Preferred Stock") and the Company's 87/8% Series B Cumulative Preferred
Stock (the "Series B Preferred Stock") with respect to payment of
dividends and amounts upon liquidation, dissolution and winding up. While
any shares of Series C Preferred Stock are outstanding, the Company shall
not authorize, create or increase the authorized amount of any class or
series of stock that ranks senior to the Series C Preferred Stock with
respect to the payment of dividends or amounts upon liquidation,
dissolution or winding up without the consent of the holders of two-thirds
of the outstanding shares of Series C Preferred Stock and all other Voting
Preferred Shares (defined below), voting as a single class. However, the
Company may create additional classes of stock or issue series of
Preferred Stock ranking on a parity with the Series C Preferred Stock with
respect, in each case, to the payment of dividends and amounts upon
liquidation, dissolution and winding up (a "Parity Stock") without the
consent of any holder of Series C Preferred Stock.
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4. DIVIDENDS. Holders of shares of Series C Preferred Stock will be entitled
to receive, when, as and if declared by the Board of Directors of the
Company, out of funds of the Company legally available for payment,
cumulative cash dividends payable at the rate of 93/8% of the liquidation
preference per annum (equivalent to $2.34375 per annum per share).
Dividends on the Series C Preferred Stock will accrue and be cumulative
from the date of original issuance of the Series C Preferred Stock and
shall be payable quarterly in arrears on the 15th calendar day of January,
April, July, and October of each year (and if such day is not a business
day, then no later than the next succeeding business day), commencing
October 15, 1998 (and, in the case of any accrued but unpaid dividends, at
such additional times and for such interim periods, if any, as determined
by the Board of Directors). Each such dividend will be payable to holders
of record as they appear on the stock records of the Company at the close
of business on such record dates, which shall be on or about the 1st day
of the calendar months in which the dividend payment dates fall or such
other dates not less than 10 days nor more than 60 days preceding the
payment dates thereof, as shall be fixed by the Board of Directors of the
Company. Accumulations of dividends on shares of Series C Preferred Stock
will not bear interest. Dividends payable on the Series C Preferred Stock
for any period greater or less than a full dividend period will be
computed on the basis of a 360-day year consisting of twelve 30-day
months.
Except as provided in the next sentence, no dividend will be declared or
paid on any Parity Stock unless full cumulative dividends have been
declared and paid or are contemporaneously declared and funds sufficient
for payment set aside on the Series C Preferred Stock for all prior
dividend periods. If accrued dividends on the Series C Preferred Stock for
all prior dividend periods have not been paid in full, then any dividend
declared on the Series C Preferred Stock for any dividend period and on
any Parity Stock will be declared ratably in proportion to accrued and
unpaid dividends on the Series C Preferred Stock and such Parity Stock.
The Company will not (i) declare, pay or set apart funds for the payment
of any dividend or other distribution with respect to any Junior Stock (as
defined below) or (ii) redeem, purchase or otherwise acquire for
consideration any Junior Stock through a sinking fund or otherwise (other
than a redemption or purchase or other acquisition of shares of Common
Stock made for purposes of an employee incentive or benefit plan of the
Company or any subsidiary), unless (A) all cumulative dividends with
respect to the Series C Preferred Stock and any Parity Stock at the time
such dividends are payable have been paid or funds have been set apart for
payment of such dividends and (B) sufficient funds have been paid or set
apart for the payment of the dividend for the current dividend period with
respect to the Series C Preferred Stock and any Parity Stock. The
foregoing limitations do not restrict the Company's ability to take the
foregoing actions with respect to any Parity Stock.
As used herein, (i) the term "dividend" does not include dividends payable
solely in shares of Junior Stock on Junior Stock, or in options, warrants
or rights to holders of Junior Stock
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to subscribe for or purchase any Junior Stock, and (ii) the term "Junior
Stock" means the Common Stock, and any other class of capital stock of the
Company now or hereafter issued and outstanding that ranks junior as to
the payment of dividends or amounts upon liquidation, dissolution and
winding up to the Series C Preferred Stock.
5. LIQUIDATION PREFERENCE. In the event of any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, the holders
of shares of Series C Preferred Stock will be entitled to receive $25.00
per share of Series C Preferred Stock plus an amount per share of Series C
Preferred Stock equal to all dividends (whether or not declared) accrued
and unpaid thereon to the date of final distribution to such holders (the
"Liquidation Preference"), and no more. Until the holders of the Series C
Preferred Stock have been paid the Liquidation Preference in full, no
payment will be made to any holder of Junior Stock upon the liquidation,
dissolution or winding up of the Company. If, upon any liquidation,
dissolution or winding up of the Company, the assets of the Company, or
proceeds thereof, distributable among the holders of the shares of Series
C Preferred Stock are insufficient to pay in full the Liquidation
Preference and the liquidation preference with respect to any other shares
of Parity Stock, then such assets, or the proceeds thereof, will be
distributed among the holders of shares of Series C Preferred Stock and
any such Parity Stock ratably in accordance with the respective amounts
which would be payable on such shares of Series C Preferred Stock and any
such Parity Stock if all amounts payable thereon were paid in full.
Neither a consolidation or merger of the Company with another corporation,
a statutory share exchange by the Company nor a sale or transfer of all or
substantially all of the Company's assets will be considered a
liquidation, dissolution or winding up, voluntary or involuntary, of the
Company.
6. REDEMPTION. On or after June 30, 2003, the shares of Series C Preferred
Stock will be redeemable at the option of the Company, in whole or in
part, at a redemption price equal to the Liquidation Preference of the
Series C Preferred Stock to be redeemed, including accrued and unpaid
dividends. The redemption price (other than the portion thereof consisting
of accrued and unpaid dividends) is payable solely out of the sale
proceeds of other capital stock of the Company, and not from any other
source. For purposes of the preceding sentence, the term "capital stock"
means any equity securities (including Common Stock and Preferred Stock),
shares, interests, participation or other ownership interests (however
designated), depositary shares representing any of the foregoing, and any
rights (other than debt securities convertible into or exchangeable for
equity securities) or options to purchase any of the foregoing. In order
to exercise its redemption option, the Company must issue a press release
announcing the redemption. Notice of redemption will be given by mail or
by publication in a newspaper of general circulation in the City of New
York once per week for at least two successive weeks to the holders of the
Series C Preferred Stock not more than four business days after the
Company issues the press release announcing its intention to redeem the
Series C Preferred Stock. A similar notice furnished by the Company will
be mailed by the registrar, postage prepaid, not less than 30 nor more
than 60 days prior
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to the redemption date, addressed to the respective holders of record of
the Series C Preferred Stock to be redeemed at their respective addresses
as they appear on the share transfer records of the registrar. The
redemption date will be a date selected by the Company not less than 30
nor more than 60 days after the date on which the Company issues the press
release announcing its intention to redeem the Series C Preferred Stock.
If fewer than all of the shares of Series C Preferred Stock are to be
redeemed, the shares to be redeemed shall be selected by lot or pro rata
or in some other equitable manner determined by the Company. On the
redemption date, the Company must pay on each share of Series C Preferred
Stock to be redeemed any accrued and unpaid dividends, in arrears up to
the redemption date, except that in the case of a redemption date falling
after a dividend payment record date and prior to the related payment
date, the holders of the Series C Preferred Stock at the close of business
on such record date will be entitled to receive the dividend payable on
such shares on the corresponding dividend payment date, notwithstanding
the redemption of such shares following such dividend payment record date.
Except as provided for in the preceding sentence, no payment or allowance
will be made for accrued dividends on any shares of Series C Preferred
Stock called for redemption after the redemption date. In the event that
full cumulative dividends on the Series C Preferred Stock and any Parity
Stock have not been paid or declared and set apart for payment, the Series
C Preferred Stock may not be redeemed in whole or in part, and the Company
may not purchase or acquire shares of Series C Preferred Stock otherwise
than pursuant to a purchase or exchange offer made on the same terms to
all holders of shares of Series C Preferred Stock. On and after the date
fixed for redemption, provided that the Company has made available at the
office of the registrar sufficient net proceeds from the sale of other
capital stock of the Company to effect the redemption, dividends will
cease to accrue on the Series C Preferred Stock called for redemption
(except that, in the case of a redemption date after a dividend payment
record date and prior to the related dividend payment date, holders of
Series C Preferred Stock at the close of business on the dividend payment
record date will be entitled on such dividend payment date to receive the
dividend payable on such shares), such shares shall no longer be deemed to
be outstanding and all rights of the holders of such shares of Series C
Preferred Stock shall cease except the right to receive the cash payable
upon such redemption, without interest from the date of such redemption.
At the close of business on the redemption date, each holder of Series C
Preferred Stock (unless the Company defaults in the delivery of the shares
of Common Stock deliverable in exchange therefor) will without any further
action, no longer be deemed a holder of the number of shares of Series C
Preferred Stock to be redeemed.
7. VOTING RIGHTS. Except as indicated below, or except as otherwise from time
to time required by applicable law, the holders of shares of Series C
Preferred Stock will have no voting rights. If six or more quarterly
dividends payable on the Series C Preferred Stock or any other Parity
Stock are in arrears, whether or not declared and whether or not
consecutive, the number of directors then constituting the Board of
Directors of the Company will be increased by two and the holders of
shares of Series C Preferred Stock, voting together as
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a class with the holders of any other series of Parity Stock (any such
other series, the "Voting Preferred Shares"), will have the right to elect
two additional directors to serve on the Company's Board of Directors at
an annual meeting of shareholders or a properly called special meeting of
the holders of the Series C Preferred Stock and such Voting Preferred
Shares and at each subsequent annual meeting of shareholders until all
such dividends and dividends for the current quarterly period on the
Series C Preferred Stock and such other Voting Preferred Shares have been
paid or declared and set aside for payment. The approval of two-thirds of
the outstanding shares of Series C Preferred Stock and all other series of
Voting Preferred Shares similarly affected, voting as a single class, will
be required in order to amend the Charter or this Designating Amendment to
affect materially and adversely the rights, preferences or voting power of
the holders of the Series C Preferred Stock or the Voting Preferred Shares
or to authorize, create, or increase the authorized amount of, any class
of stock having rights senior to the Series C Preferred Stock with respect
to the payment of dividends or amounts upon liquidation, dissolution or
winding up. However, the Company may create additional classes of Parity
and Junior Stock, increase the authorized number of shares of Parity and
Junior Stock and issue additional series of Parity and Junior Stock
without the consent of any holder of Series C Preferred Stock. When
exercising the voting rights described above, each share of Series C
Preferred Stock shall have one vote per share, except that when voting as
a single class with the Voting Preferred Shares, each share of Series C
Preferred Stock and Voting Preferred Shares shall have one vote per $25.00
of stated liquidation preference. Except as required by law, the holders
of Series C Preferred Stock will not be entitled to vote on any merger or
consolidation involving the Company or a sale of all or substantially all
of the assets of the Company. In addition, under Tennessee law, the Series
C Preferred Stock will be entitled to vote as a separate voting group if
the Series C Preferred Stock is affected by certain amendments to the
Charter, whether made by filing articles of amendment or by a merger or
share exchange. In particular, if a proposed amendment to the Charter
requires shareholder action, a separate class or series of shares will be
entitled to vote as a separate voting group on any amendment that would:
(i) increase or decrease the aggregate number of authorized shares of that
class; (ii) effect an exchange or reclassification of all or part of the
shares of the class into shares of another class; (iii) effect an exchange
or reclassification, or create a right of exchange, of all or part of the
shares of another class into shares of the class; (iv) change the
designation, rights, preferences, or limitations of any shares of the
class; (v) change the shares of all or part of the class into a different
number of shares of the same class; (vi) create a new class or change a
class with subordinate and inferior rights into a class of shares, having
rights or preferences with respect to distributions or dissolution that
are prior, superior, or substantially equal to the shares of the class, or
increase the rights, preferences or number of authorized shares of any
class having rights or preferences with respect to distributions or to
dissolution that are prior, superior, or substantially equal to the shares
of the class; (vii) limit or deny an existing preemptive right of all or
part of the shares of the class, if any; (viii) authorize the issuance as
a share dividend of shares of such class in respect of shares of another
class; (ix) cancel or otherwise affect rights to distributions or
dividends that have accumulated but not yet been
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declared on any shares of that class; or (x) change the corporation into a
non-profit corporation or a cooperative organization. If a proposed
amendment would affect a series or class of shares in one or more of the
ways described in this paragraph, the shares of that series or class are
entitled to vote as a separate voting group on the proposed amendment. The
above mandatory voting rights apply regardless of whether the change is
favorable or unfavorable to the affected series or class. A mandatory
voting right also is given to class or series of shares for approval of a
share dividend payable in the shares of that class or series on the shares
of another class or series. Unless the Charter, the Company's Bylaws, or
the Board of Directors requires a higher vote, the vote required within
each voting group will be a majority of shares actually cast at a meeting
at which a quorum is present, except that if the proposed amendment
creates dissenters' rights for any voting group, the vote required within
that voting group will be a majority of the total votes in that voting
group entitled to be cast on the amendment. The foregoing voting
provisions will not apply if, at or prior to the time when the act with
respect to which such vote would otherwise be required shall be effected,
all outstanding shares of Series C Preferred Stock shall have been
redeemed or called for redemption upon proper notice and sufficient funds
shall have been deposited in trust to effect such redemption.
8. CONVERSION. Shares of Series C Preferred Stock will not be convertible
into any other securities of the Company.
THIRD: This Designating Amendment shall be effective at the time Tennessee
Secretary of State accepts this Designating Amendment for filing.
FOURTH: The foregoing amendment was duly adopted by unanimous consent of
the board of directors without shareholder action, such shareholder action not
being required, on June 24, 1998.
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IN WITNESS WHEREOF, MID-AMERICA APARTMENT COMMUNITIES, INC. has
caused these presents to be signed in its name and on its behalf by its Chief
Financial Officer on this the 25th day of June 1998.
MID-AMERICA APARTMENT COMMUNITIES, INC.
By: /S/ SIMON R.C. WADSWORTH
Title: Chief Financial Officer
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