SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 11, 1997
AMLI RESIDENTIAL PROPERTIES TRUST
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(Exact Name of Registrant as Specified in its Charter)
Illinois 1-12784 36-3925916
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(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Organization)
125 S. Wacker Drive, Suite 3100, Chicago, IL 60606
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code:
(312) 443-1477
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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AMLI AT VININGS II
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On June 11, 1997, AMLI Residential Properties, L.P. ("AMLI" the
wholly-owned operating partnership for AMLI Residential Properties Trust),
purchased AMLI at Vinings II, a 152-unit apartment community located
adjacent to AMLI at Vinings I in Smyna, Georgia, a northwest suburb of
Atlanta. AMLI has subsequently operated Phases I and II as one 360-unit
apartment community. AMLI funded the acquisition cost of $8,900,000 with
borrowings on its primary line of credit. AMLI at Vinings II was acquired
from Metric Institutional Apartment Fund, L.P., which is not affiliated
with AMLI or any of AMLI's officers or trustees. The purchase price was
determined by arm's-length negotiations.
AMLI at Vinings II was constructed in 1986 and is set on 12.86 acres.
The community contains 145,060 rentable square feet in 15 two-three-story
buildings, with 62 (41%) one-bedroom and 90 (59%) two-bedroom apartment
homes. The apartment homes average 954 square feet in size.
The newly combined 360-unit AMLI at Vinings will undergo capital
improvements and will benefit from the addition of a renovated clubhouse,
controlled access gates and an improved fitness center. The combined
community will offer numerous amenities including two swimming pools, an
outdoor spa, five lighted tennis courts, two car care centers, a renovated
clubhouse, a state-of-the-art fitness center and a gazebo with picnic areas
and grills.
AMLI AT LANTANA RIDGE
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On September 30, 1997, AMLI purchase AMLI at Lantana Ridge, a 354-unit
luxury apartment community located just west of Highway 290 and Mopac
Expressway on William Cannon Drive in Austin, Texas. This community is set
on 53 acres within a master planned business park named Lantana Ridge,
which is home to Motorola's Austin facility. AMLI funded the acquisition
cost of $23,800,000 with borrowings on its primary unsecured line of
credit. The interests in the partnership owning AMLI at Lantana Ridge were
acquired form William Cannon/Vega, Ltd. and Transworld Lantana, Inc., which
is not affiliated with AMLI or any of AMLI's officers or trustees. The
purchase price was determined by arm's-length negotiation.
AMLI at Lantana Ridge was constructed in 1997 and contains 318,170
rentable square feet in 17 three-story buildings, with 168 (48%) one-
bedroom, 146 (41%) two-bedroom and 40 (11%) three-bedroom apartment homes.
The apartment homes average 900 square feet in size. The community offers
numerous amenities including a state-of-the-art fitness center, business
center, media center, controlled access gates, detached garages and
mountain bikes available for use by residents.
AMLI AT BENT TREE
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On October 15, 1997, AMLI purchased AMLI at Bent Tree, a 300-unit
luxury apartment community located in North Dallas. AMLI funded the
acquisition cost of $19,000,000 with borrowings on its primary unsecured
line of credit.
AMLI at Bent Tree was acquired from Vailwood Property, Ltd., which is
not affiliated with AMLI or any of AMLI's officers or trustees. The
purchase price was determined by arm's-length negotiation.
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AMLI at Bent Tree was constructed in 1996 and is set on 13.72 acres.
The community contains 282,774 rentable square feet in 16 three- and four-
story buildings, with 138 (46%) one-bedroom, 150 (50%) two-bedroom and 12
(4%) three-bedroom apartment homes. The average size of the apartment
homes is 943 square feet and the average rent is $860 per month, or $0.91
per square foot. The community offers numerous amenities including two
swimming pools, two spas, state-of-the-art fitness center with sauna,
indoor steam room, clubhouse, business center, car care center, controlled
access gates, assigned covered parking and detached garages.
AMLI AT BISHOP'S GATE
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On October 17, 1997, AMLI purchased AMLI at Bishop's Gate, a 266-unit
luxury apartment community located in West Plano, Texas. AMLI funded the
acquisition cost of $23,000,000 by assuming an existing $14,000,000 first
mortgage loan and with borrowings on its primary unsecured line of credit.
AMLI at Bishop's Gate was acquired from Windsong Plano Partners, Ltd.,
which is not affiliated with AMLI or any of AMLI's officers or trustees.
The purchase price was determined by arm's-length negotiation.
AMLI at Bishop's Gate was constructed in 1997 and is set on 15 acres.
The community contains 292,092 rentable square feet in 21 two-and three-
story buildings, with 88 (33%) one-bedroom and 178 (67%) two-bedroom
apartments homes. The average size of the apartment homes is 1,098 square
feet, and the average rent is $1,100 per month, or $1.00 per square foot.
The community offers numerous amenities including a swimming pool, spa,
state-of-the-art fitness center with sauna, clubhouse, business center,
media center, billiards lounge, valet dry cleaning, car care center,
controlled access gates, and attached and detached garages.
AMLI AT POPLAR CREEK
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On December 18, 1997, AMLI purchased AMLI at Poplar Creek, a 196-unit
luxury apartment community located in Schaumburg, Illinois, a northwest
suburb of Chicago. The acquisition cost of $12,500,000 was financed with a
$9,500,000 variable rate multi-family bond issue from the Village of
Schaumburg, the issuance of 54,691 units of limited partnership interest in
AMLI, and borrowings on AMLI's primary unsecured line of credit.
AMLI at Poplar Creek was acquired from Windsong Apartments Limited
Partnership, which is not affiliated with AMLI or any of AMLI's officers or
trustees. The purchase price was determined by arm's-length negotiations.
AMLI at Poplar Creek was constructed in 1985 and is set on 13 acres.
The community contains 178,490 square feet in 20 two-story buildings, with
46 (24%) one-bedroom and 150 (76%) two-bedroom apartment homes. The one-
bedroom floorplans are 818 square feet and the two-bedroom floorplans range
from 850 square feet to 1,048 square feet. The average size of the
apartment homes is 911 square feet, and the average rent is $922 per month,
or $1.01 per square foot. Built by the prominent Chicago area home
builder, the Zale Group, AMLI at Poplar Creek has many custom appointments
normally associated with townhomes, including washers and dryers and eat-in
kitchens.
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AMLI AT CONNER FARM
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On December 22, 1997, AMLI purchased AMLI at Conner Farm, a 300-unit
luxury apartment community located in Indianapolis, Indiana, as part of the
acquisition of a portion of the assets and operations of Trammell Crow
Residential Midwest ("TCR-Midwest") located in Indianapolis and Kansas
City. Other TCR-Midwest assets acquired on December 22, 1997 included a
property financed with a company-provided $12,955,000 ADC loan which had
been accounted for as an owned property under development by AMLI prior to
December 22, 1997; a partnership interest in a 368-unit apartment community
located in Kansas City, Kansas; four contracts to acquire land for future
development; and TCR-Midwest's residential construction organization, which
was acquired by an AMLI affiliate. Three additional properties totalling
814 units and the general partnership interest in a partnership owning
another 400 units are scheduled to be acquired in 1998 and 1999. The
$21,700,000 paid for AMLI at Conner Farm is an allocation of approximately
$132,000,000 in value being paid to TCR-Midwest between December 22, 1997
and December 31, 1999, and was paid through assumption of an existing
$13,000,000 first mortgage loan, issuance of 221,322 units of limited
partnership interest in AMLI at $24 per unit, and borrowings on AMLI's
primary unsecured line of credit. The total purchase price was determined
by arm's-length negotiation.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(a) Financial Statements.
(b) Pro Forma Financial Information.
(c) Exhibits. None.
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AMLI RESIDENTIAL PROPERTIES TRUST
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 1997
(Unaudited)
This unaudited Pro Forma Condensed Consolidated Balance Sheet is
presented as if the acquisition of four multi-family residential properties
occurred as of September 30, 1997.
This unaudited Pro Forma Condensed Consolidated Balance Sheet is not
necessarily indicative of what the actual financial position would have
been at September 30, 1997, nor does it purport to represent the future
financial position of the Company.
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AMLI RESIDENTIAL PROPERTIES TRUST
PRO FORMA CONSOLIDATED BALANCE SHEET
(Unaudited)
(Dollars in thousands -- except per share data)
September 30, 1997
--------------------------------------
Acquisition
Communities
Historical (A) Pro Forma
---------- ----------- ----------
ASSETS:
Rental apartments:
Land . . . . . . . . . . . . . . $ 67,268 11,655 78,923
Depreciable property . . . . . . 428,428 66,016 494,444
-------- -------- ---------
495,696 77,670 573,366
Less accumulated
depreciation . . . . . . . . . (60,004) (60,004)
-------- -------- ---------
435,692 77,670 513,362
Property under development . . . . 68,630 68,630
Investments in partnerships. . . . 47,349 47,349
Cash and cash equivalents. . . . . 1,516 1,516
Security deposits. . . . . . . . . 1,920 1,920
Deferred costs, net. . . . . . . . 3,002 271 3,273
Other assets . . . . . . . . . . . 16,539 40 16,579
-------- -------- ---------
Total Assets . . . . . . . . . $574,648 77,981 652,629
======== ======== ========
LIABILITIES AND SHAREHOLDERS'
EQUITY:
LIABILITIES:
Debt . . . . . . . . . . . . . . $235,692 74,817 (B) 310,509
Accrued interest payable . . . . 1,035 86 1,121
Accrued real estate taxes. . . . 7,665 1,440 9,105
Construction costs payable . . . 7,194 7,194
Security deposits and
prepaid rents. . . . . . . . . 2,377 320 2,697
Other liabilities. . . . . . . . 2,438 60 2,498
-------- -------- ---------
Total Liabilities. . . . . . . 256,401 76,723 333,124
-------- -------- ---------
Minority Interest. . . . . . . . . 46,746 194 (C) 46,940
-------- -------- ---------
SHAREHOLDERS' EQUITY:
Preferred shares, $.01 par
value. . . . . . . . . . . . . 11 11
Shares of beneficial interest,
$.01 par value . . . . . . . . 166 166
Additional paid-in capital . . . 339,048 1,064 340,112
Employees and trustees notes . . (3,358) (3,358)
Retained earnings. . . . . . . . 10,719 10,719
Dividends paid . . . . . . . . . (75,085) (75,085)
-------- -------- ---------
Total Shareholders' Equity . . 271,501 1,064 272,565
-------- -------- ---------
Total Liabilities and
Shareholders' Equity . . . . $574,648 77,981 652,629
======== ======== ========
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AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
(Unaudited)
(Dollars in thousands)
(A) The "Acquisition Communities" column reflects the purchase of AMLI at
Bent Tree, a 300-unit community in North Dallas, Texas; AMLI at Bishop's
Gate, a 266-unit community in West Plano, Texas; AMLI at Poplar Creek, a
196-unit community in Schaumburg, Illinois; and AMLI at Conner Farm, a 300-
unit community in Indianapolis, Indiana. These communities were acquired
primarily with mortgages assumed of $36,500, borrowings on the Company's
unsecured line of credit of $38,317, and issuance of $1,258 in Operating
Partnership Units.
(B) The aggregate maturities of pro forma debt are as follows:
1997 . . . . . . . . . . . . . . . . . . . $ 9,329
1998 . . . . . . . . . . . . . . . . . . . 13,432
1999 . . . . . . . . . . . . . . . . . . . 2,757
2000 . . . . . . . . . . . . . . . . . . . 79,252
2001 . . . . . . . . . . . . . . . . . . . 3,160
Thereafter . . . . . . . . . . . . . . . . 202,579
--------
$310,509
========
(C) The pro forma adjustment reflects reallocation of the minority
interest in the net equity of the Operating Partnership that is not owned
by the Company.
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AMLI RESIDENTIAL PROPERTIES TRUST
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND
FOR THE YEAR ENDED DECEMBER 31, 1996
(Unaudited)
(Dollars in thousands -- except per share data)
These unaudited Pro Forma Condensed Consolidated Statements of
Operations are presented as if the Company acquired the Acquisition
Communities and the other Properties as of the beginning of each period
presented.
These unaudited Pro Forma Condensed Consolidated Statements of
Operations are not necessarily indicative of what the actual results of
operations would have been for the nine months ended September 30, 1997 and
for the year ended December 31, 1996 assuming the purchase of the
Acquisition Communities had been consummated at the beginning of each
period presented, nor does it purport to represent the future operations of
the Company.
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<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)
(Dollars in thousands -- except per share data)
Operations
of
Communities
Acquisition prior to
Communities Acquisition Pro Forma
Historical (A) (B) Adjustments Pro Forma
---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Property revenues:
Rental . . . . . . . . . . . . $ 57,996 7,752 2,368 68,116
Other. . . . . . . . . . . . . 3,161 288 74 3,523
Interest and shares of income
(loss) from Service Cos.. . . . 989 989
Other interest . . . . . . . . . 399 399
Share of income from co-
investment partnerships . . . . 557 557
Fees from co-investment
partnerships. . . . . . . . . . 2,043 2,043
-------- -------- -------- ------ ---------
Total revenues . . . . . . . . 65,145 8,040 2,442 75,627
-------- -------- -------- ------ ---------
Expenses:
Property operating and
maintenance expenses. . . . . . 23,935 3,437 1,280 28,652
Property management fees . . . . 1,547 262 (C) 1,809
Interest . . . . . . . . . . . . 8,151 4,577 (D) 12,728
Amortization of deferred
expenses . . . . . . . . . . . 435 40 (E) 475
Depreciation . . . . . . . . . . 9,581 2,040 (F) 11,621
General and administrative . . . 2,153 2,153
-------- -------- -------- ------ ---------
Total expenses . . . . . . . . 45,802 3,437 1,280 6,919 57,438
-------- -------- -------- ------ ---------
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AMLI RESIDENTIAL PROPERTIES TRUST
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
NINE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)
(Dollars in thousands -- except per share data)
Operations
of
Communities
Acquisition prior to
Communities Acquisition Pro Forma
Historical (A) (B) Adjustments Pro Forma
---------- ---------- ---------- ----------- ----------
Income before minority
interest and extra-
ordinary items . . . . . . . 19,343 4,603 1,162 (6,919) 18,189
Minority interest. . . . . . . . . 2,973 (177)(G) 2,796
-------- -------- -------- ------ ---------
Income before extra-
ordinary items . . . . . 16,370 4,603 1,162 (6,742) 15,393
======== ======== ======== ====== =========
Income per common share
(basic) before
extraordinary items. . . $ 0.99 $ 0.94
======== =========
Income per common share
(diluted) before
extraordinary item . . . $ 0.99 $ 0.93
======== =========
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<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
(Unaudited)
(Dollars in thousands -- except per share data)
Operations
of
Communities
Acquisition prior to
Communities Acquisition Pro Forma
Historical (A) (B) Adjustments Pro Forma
---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
REVENUES:
Property revenues:
Rental . . . . . . . . . . . . $ 71,863 8,031 1,375 81,269
Other. . . . . . . . . . . . . 3,269 298 86 3,653
Interest and shares of income
(loss) from Service Cos.. . . . 632 632
Other interest . . . . . . . . . 224 224
Share of income from co-
investment partnerships . . . . 570 570
Fees from co-investment
partnerships. . . . . . . . . . 1,713 1,713
-------- -------- -------- ------ ---------
Total revenues . . . . . . . . 78,271 8,329 1,461 88,061
-------- -------- -------- ------ ---------
Expenses:
Property operating and
maintenance expenses. . . . . . 30,068 3,510 801 34,379
Property management fees . . . . 1,878 245 (C) 2,123
Interest . . . . . . . . . . . . 11,916 3,882 (D) 15,798
Amortization of deferred
expenses . . . . . . . . . . . 1,370 52 (E) 1,422
Depreciation . . . . . . . . . . 11,321 1,835 (F) 13,156
General and administrative . . . 2,353 2,353
-------- -------- -------- ------ ---------
Total expenses . . . . . . . . 58,906 3,510 801 6,014 69,231
-------- -------- -------- ------ ---------
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AMLI RESIDENTIAL PROPERTIES TRUST
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
YEAR ENDED DECEMBER 31, 1996
(Unaudited)
(Dollars in thousands -- except per share data)
Operations
of
Communities
Acquisition prior to
Communities Acquisition Pro Forma
Historical (A) (B) Adjustments Pro Forma
---------- ---------- ---------- ----------- ----------
Income before non-recurring
gain, minority interest
and extraordinary items. . . 19,365 4,819 660 (6,014) 18,830
Gain resulting from interest
cap contracts . . . . . . . . . . 584 584
Income before minority
interest . . . . . . . . 19,949 4,819 660 (6,014) 19,414
Minority interest. . . . . . . . . 3,581 (96)(G) 3,485
-------- -------- -------- ------ ---------
Income before extra-
ordinary items . . . . . 16,368 4,819 660 (5,918) 15,929
======== ======== ======== ====== =========
Income per common share
(basic and diluted)
before extraordinary
items. . . . . . . . . . $ 1.25 $ 1.22
======== =========
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AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)
(Dollars in thousands -- except per share data)
(A) The "Acquisition Communities" column reflects the historical revenues
and operating expenses of the Acquisition Communities which were not owned
by Amli Residential Properties Trust as of September 30, 1997.
(B) These adjustments relate to certain Properties acquired subsequent to
December 31, 1995 to include these Properties' operations for the period of
time from January 1, 1996 through the respective dates of acquisition.
(C) The pro forma adjustment reflects the expected property management
fees which will be charged by the Company's property management affiliate.
(D) The pro forma adjustment reflects the interest on the debt incurred
in conjunction with the purchase of the Acquisition Properties and of
certain Properties acquired subsequent to December 31, 1995 through the
actual date of their acquisition.
(E) The pro forma adjustment reflects increase in deferred financing
amortization as a result of acquiring three of the acquisition properties
subject to mortgage indebtedness.
(F) The pro forma adjustment reflects the depreciation relating to the
Acquisition Communities and the increase in depreciation expense relating
to certain properties acquired subsequent to December 31, 1995.
(G) The pro forma adjustment reflects the minority interest holders'
share of pro-forma net income of the Operating Partnership.
(H) Net income per common share before extraordinary items is based upon
an average of 15,612,079 Common Shares outstanding during the nine months
ended September 30, 1997 and 10,996,768 Common Shares outstanding during
the year ended December 31, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMLI RESIDENTIAL PROPERTIES TRUST
By: /s/ ALLAN J. SWEET
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Allan J. Sweet
President
Date: February 25, 1998
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