SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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
____% 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 ____% 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
16, 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 __% 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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* To be filed by amendment
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 23, 1998
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EXHIBIT 4.1
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 3,200,000 shares of the preferred stock of the Company into a series
designated ____% Series C Cumulative 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
"___% Series C Cumulative Preferred Stock" (the "Series C Preferred
Stock"), is hereby established. The number of shares of the Series B
Preferred shall be 3,200,000
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 8 7/8% 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.
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 % of the
liquidation preference per annum (equivalent to $ 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 April,
July, October and January 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.
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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 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 ___, 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,
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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 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 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 the Series C Amendment
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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 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 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 ___, 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 day of June 1998.
MID-AMERICA APARTMENT COMMUNITIES, INC.
By:______________________________________
Title: Chief Financial Officer
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