SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission File Number: 1-12762
MID-AMERICA APARTMENT COMMUNITIES, INC.
(Exact Name of Registrant as Specified in Charter)
TENNESSEE 62-1543819
(State of Incorporation) (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
Securities registered pursuant to Section 12 (b) of the Act:
Name of Exchange
Title of Each Class on Which Registered
Common Stock, par value $.01 per share New York Stock
Exchange
Series A Cumulative Preferred Stock, par New York Stock
value $.01 per share Exchange
Series B Cumulative Preferred Stock, Series New York Stock
B, par value $.01 per share Exchange
Securities registered pursuant to Section 12 (g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90
days. [ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in PART III of
this Form 10-K or any amendment to this
Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates
of the Registrant, (based on the closing price of such stock ($28.19
per share), as reported on the New York Stock Exchange, on March 13,
1998) was approximately $469,000,000 ( for purposes of this
calculation, directors and executive officers are treated as
affiliates).
The number of shares outstanding of the Registrant's Common Stock as
of March 13, 1998, was 18,553,931 shares, of which approximately
1,923,087 were held by affiliates.
<PAGE>
The 1997 Annual Report on Form 10-K is amended to include Financial Data
Schedules.
Item 16. Exhibits.
Exhibit
Numbers Exhibit Description
- ------- -------------------
2.1* Agreement and Plan of Reorganization made as of September 15,
1997 by and among Mid-America Apartments, L.P., Mid-America
Apartment Communities, Inc. and Flournoy Development Company
3.1******** Amended and Restated Charter of Mid-America Apartment
Communities, Inc. dated as of January 10, 1994, as filed with
the Tennessee Secretary of State on January 25, 1994
3.2****** Articles of Amendment to the Charter of Mid-America Apartment
Communities, Inc. dated as of January 28, 1994, as filed with
the Tennessee Secretary of State on January 28, 1994
3.3******** Articles of Merger of The Cates Company with and into Mid-
America Apartment Communities, Inc. dated February 2, 1994, as
filed with the Tennessee Secretary of State on February 3, 1994
3.4****** Articles of Merger of America First REIT Advisory Company, a
Nebraska corporation, with and into Mid-America Apartment
Communities, Inc., a Tennessee corporation, dated June 29,
1995, as filed with the Tennessee Secretary of State on June
29, 1995
3.5** 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 Preferred Stock dated as
of October 9, 1996, as filed with the Tennessee Secretary of
State on October 10, 1996
3.6******** Mid-America Apartment Communities, Inc. Articles of Amendment
to the Amended and Restated Charter dated November 17, 1997, as
filed with the Tennessee Secretary of State on November 18,
1997
3.7*** 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 Preferred Stock dated as
of November 17, 1997, as filed with the Tennessee Secretary of
State on November 18, 1997
3.8******** Articles of Merger of Flournoy Development Company (a Georgia
corporation) with and into Mid-America Apartment Communities,
Inc. (a Tennessee corporation) dated November 21, 1997, as
filed with the Tennessee Secretary of State on November 25,
1997
3.9******** Mid-America Apartment Communities, Inc. Articles of Amendment
to the Amended and Restated Charter dated December 15, 1997, as
filed with the Tennessee Secretary of State on December 31,
1997
3.10******** Bylaws of Mid-America Apartment Communities, Inc.
4.1********* Form of Common Share Certificate
4.2**** Form of 9.5% Series A Cumulative Preferred Stock Certificate
4.3***** Form of 8 7/8% Series B Cumulative Preferred Stock Certificate
4.4** 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 Preferred Stock dated as
of October 9, 1996, as filed with the Tennessee Secretary of
State on October 10, 1996
4.5*** 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 Preferred Stock dated as
of November 17, 1997, as filed with the Tennessee Secretary of
State on November 18, 1997
10.1******* Second Amended and Restated Agreement of Limited Partnership of
Mid-America Apartments, L.P., a Tennessee limited partnership
10.2*********Employment Agreement between Mid-America Apartment Communities,
Inc. and George E. Cates
10.3*********1994 Restricted Stock and Stock Option Plan
10.4******* Promissory Note of the Operating Partnership in favor of
Leader Federal Bank for Savings (McKellar)
10.5******* Promissory Note of the Operating Partnership in favor of Leader
Federal Bank for Savings (Park Estate)
10.6******* Promissory Note of the Operating Partnership in favor of Leader
Federal Bank for Savings (Greenbrook)
10.7******* Promissory Note of the Operating Partnership in favor of Leader
Federal Bank for Savings (Cedar Mill)
10.8******* Assignment of Rents and Leases by the Operating Partnership in
favor of Leader Federal Bank for Savings (McKellar, Park Estate,
Greenbrook, Cedar Mill)
10.9********* Revolving Credit Agreement between the Registrant and
AmSouth Bank of Alabama
10.10******** Note Purchase Agreement of the Operating Partnership and
the Registrant and Prudential Insurance Company of America
11.1 Statement re: computation of per share earnings
(included within the Form 10-K)
12.1 Statement re: computation of ratios (definition of ratios used
are disclosed as footnotes on the related table(s) within the
Form 10-K)
21.1********* List of Subsidiaries
23.1********* Consent of KPMG Peat Marwick LLP
23.2 Opinion of KPMG Peat Marwick LLP on Schedule III (included
in F pages of this Form 10-K)
27.1 Financial Data Schedule (for year ended December 31, 1997)
27.2 Financial Data Schedule (for year ended December 31, 1996)
27.3 Financial Data Schedule (for year ended December 31, 1995)
_____________________
* Filed as Exhibit 10.20 to the Registrant's Current Report on
Form 8-K, filed with the Commission on September 19, 1997
(Commission File No. 1-12762)
** Filed as Exhibit 1 to the Registrant's Registration Statement
on Form 8-A filed with the Commission on October 11, 1996
*** Filed as Exhibit 4.1 to the Registrant's Registration Statement
on Form 8-A filed with the Commission on November 19, 1997
**** Filed as Exhibit 3 to the Registrant's Registration Statement
on Form 8-A filed with the Commission on October 11, 1996
***** Filed as Exhibit 4.3 to the Registrant's Registration Statement
on Form 8-A filed with the Commission on November 19, 1997
****** Filed as an exhibit to the 1996 Annual Report of the Registrant
on Form 10-K as of March 31, 1997
******* Filed as an exhibit to the Registration Statement on Form S-11
(SEC File No. 33-81970), as amended, of the Registrant and
incorporated herein by reference.
******** Filed as an exhibit to the Registration Statement on Form S-11
(SEC File No. 33-69434), as amended, of the Registrant and
incorportated herein by reference.
********* Filed as and exhibit to the 1997 Annual Report of the Registrant
on Form 10-K as of March 31, 1998
(b) Reports on Form 8-K
The following report was filed on Form 8-K by the
registrant during the fourth quarter of 1996:
Date of
Form Events Reported Report
------ -------------------------------- -------
8-K Announcement of two apartment 10/07/97
acquisitions and the sale of Common Stock
8-K/A Combined Financial Statements for 11/06/97
Flournoy Properties Group for the years
ended December 31, 1996, 1995, and 1994
(Audited) and six months ended June 30,
1997 and 1996 (Unaudited). Pro Forma
Condensed Combined Financial Statements
for the Registrant and Subsidiaries for
the year ended December 31, 1996 and six
months ended June 30, 1997 (Unaudited).
8-K/A Combined Financial Statements for 11/14/97
Flournoy Properties Group for the years
ended December 31, 1996, 1995, and 1994
(Audited) and six months ended September
30, 1997 and 1996 (Unaudited). Pro Forma
Condensed Combined Financial Statements
for the Registrant and Subsidiaries for
the year ended December 31, 1996 and six
months ended September 30, 1997
(Unaudited).
8-K/A Audited historical summary of gross 11/20/97
income and operating expenses for two
apartment acquisitions.
8-K Announcement of an apartment community 11/20/97
acquisition and the related audited
historical summary of gross income and
operating expenses.
8-K Announcement of an apartment acquisition, 11/21/97
the sale of preferred stock and the
related underwriting agreement.
(c) Exhibits:
See Item 14(a)(3) above.
(d) Financial Statement Schedules:
See Item 14(a)(2) above.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 30, 1998______ /s/ George E. Cates___________
George E. Cates
Chairman of the Board and Chief
Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on
the dates indicated.
Date: March 30, 1998
/s/ George E. Cates__________
George E. Cates
Chairman of the Board and Chief
Executive Officer
(Principal Executive Officer)
Date: March 30, 1998 /s/ Simon R.C. Wadsworth______
Simon R.C. Wadsworth
Executive Vice President
(Principal Financial and Accounting Officer)
Date: March 30, 1998 /s/ H. Eric Bolton
H. Eric Bolton
President and Chief Operating Officer
Date: March 25, 1998 /s/ John F. Flournoy
John F. Flournoy
Vice-Chairman of the Board and Chief Executive
Officer, Flournoy Development Company
Date: March 24, 1998 /s/ John J. Byrne,III
John J. Byrne, III
Director
Date: March 30, 1998 /s/ Robert F. Fogelman
Robert F. Fogelman
Director
Date: March 24, 1998 /s/ John S. Grinalds
John S. Grinalds
Director
Date: March 23, 1998 /s/ O. Mason Hawkins
O. Mason Hawkins
Director
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