UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 1998
Commission File Number 1-12784
AMLI RESIDENTIAL PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 36-3925916
(State of Organization) (I.R.S. Employer Identification No.)
125 South Wacker Drive, Suite 3100,
Chicago, Illinois 60606
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (312) 443-1477
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 and (2) has been subject to such
filing requirements for the past 90 days. Yes ( X ) No ( )
The number of the Registrant's Common Shares of Beneficial Interest
outstanding was 16,609,455 as of March 31, 1998.
<PAGE>
INDEX
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements (Unaudited)
Consolidated Balance Sheets as of
March 31, 1998 and December 31, 1997. . . . . . . 3
Consolidated Statements of Operations
for the three months ended
March 31, 1998 and 1997 . . . . . . . . . . . . . 5
Consolidated Statements of
Shareholders' Equity
for the three months ended
March 31, 1998 . . . . . . . . . . . . . . . . . . 7
Consolidated Statements of Cash Flows
for the three months ended
March 31, 1998 and 1997 . . . . . . . . . . . . . 8
Notes to Consolidated Financial Statements. . . . . 10
Item 2: Management's Discussion and
Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . 24
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk . . . . . . . . . . . . . . . . 29
PART II: OTHER INFORMATION
ITEM 4. Submission of Matters to a
Vote of Security Holders. . . . . . . . . . . . . 33
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . 33
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 35
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
(Dollars in thousands, except share data)
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
------------- ------------
<S> <C> <C>
ASSETS:
Rental apartments:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 80,461 78,476
Depreciable property. . . . . . . . . . . . . . . . . . . . . . . . . . 514,590 496,747
---------- ----------
595,051 575,223
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . (66,778) (62,641)
---------- ----------
528,273 512,582
Property under development. . . . . . . . . . . . . . . . . . . . . . . . 113,542 78,724
Investments in partnerships . . . . . . . . . . . . . . . . . . . . . . . 50,245 50,729
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . 3,266 5,676
Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,664 1,821
Deferred expenses, net. . . . . . . . . . . . . . . . . . . . . . . . . . 3,075 3,140
Notes receivable from and advances to Service Companies . . . . . . . . . 19,398 18,356
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,385 8,950
---------- ----------
Total Assets $ 727,848 679,978
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Debt (note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 361,305 333,250
Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . . . 1,487 1,389
Accrued real estate taxes payable . . . . . . . . . . . . . . . . . . . . 5,465 9,334
Construction costs payable. . . . . . . . . . . . . . . . . . . . . . . . 9,931 8,403
Security deposits and prepaid rents . . . . . . . . . . . . . . . . . . . 3,049 2,722
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,599 2,978
---------- ----------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 383,836 358,076
---------- ----------
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS - CONTINUED
MARCH 31, DECEMBER 31,
1998 1997
------------- ------------
Commitments and contingencies (note 6)
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,092 51,463
---------- ----------
SHAREHOLDERS' EQUITY:
Series A Cumulative Convertible Preferred shares of beneficial interest,
$.01 par value,
1,500,000 authorized, 1,200,000 issued and
1,100,000 outstanding (aggregate liquidation price of $22,195
and $22,195, respectively) . . . . . . . . . . . . . . . . . . . . . . 11 11
Series B Cumulative Convertible Preferred shares of beneficial interest,
$0.01 par value, 3,125,000 authorized, 1,041,666 issued and outstanding
(aggregate liquidation price of $25,120 at March 31, 1998) . . . . . . . 10 --
Shares of beneficial interest, $.01 par value, 145,375,000
authorized, 16,609,455 and 16,577,580 common shares issued
and outstanding, respectively . . . . . . . . . . . . . . . . . . . . . 166 166
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . 367,392 341,148
Employees and trustees notes. . . . . . . . . . . . . . . . . . . . . . . (7,243) (6,924)
Retained earnings (deficit) . . . . . . . . . . . . . . . . . . . . . . . 24,223 18,897
Dividends paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (90,639) (82,859)
---------- ----------
Total shareholders' equity. . . . . . . . . . . . . . . . . . . 293,920 270,439
---------- ----------
Total Liabilities and Shareholders' Equity. . . . . . . . . . . $ 727,848 679,978
========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
(Dollars in thousands, except share data)
<CAPTION>
1998 1997
-------- -------
<S> <C> <C>
Revenues:
Property:
Rental. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $24,138 18,680
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,292 975
Interest and share of income from Service Companies . . . . . . . . . . . . . 429 264
Other interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191 107
Income from partnerships. . . . . . . . . . . . . . . . . . . . . . . . . . . 324 167
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 288 657
-------- --------
Total revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,662 20,850
-------- --------
Expenses:
Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,317 1,723
Advertising and promotion . . . . . . . . . . . . . . . . . . . . . . . . . . 708 507
Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,085 1,025
Building repairs and maintenance and services . . . . . . . . . . . . . . . . 1,255 1,156
Landscaping and grounds maintenance . . . . . . . . . . . . . . . . . . . . . 442 364
Real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,180 2,322
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221 198
Property management fees. . . . . . . . . . . . . . . . . . . . . . . . . . . 638 491
Other operating expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 344 275
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,938 2,646
Amortization of deferred costs. . . . . . . . . . . . . . . . . . . . . . . . 130 243
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,291 3,057
General and administrative. . . . . . . . . . . . . . . . . . . . . . . . . . 854 767
-------- --------
Total expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,403 14,774
-------- --------
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
1998 1997
-------- -------
Income before minority interest . . . . . . . . . . . . . . . . . . . . . . . . 6,259 6,076
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 933 953
-------- --------
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,326 5,123
Less income attributable to preferred shares. . . . . . . . . . . . . . . . . . 604 473
-------- --------
Net income attributable to common shares. . . . . . . . . . . . . . . $ 4,722 4,650
======== ========
Net income per common share (basic and diluted) . . . . . . . . . . . . . . . . $ .28 .31
Dividends declared and paid per common share. . . . . . . . . . . . . . . . . . $ .44 .43
======== ========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1998
(Dollars in thousands)
<CAPTION>
SHARES OF EMPLOYEES
BENEFICIAL INTEREST ADDITIONAL AND RETAINED
-------------------- PAID-IN TRUSTEES EARNINGS DIVIDENDS
SHARES AMOUNT CAPITAL NOTES (DEFICIT) PAID TOTAL
------- ------ ---------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1997. . . . . 17,677,580 $177 341,148 (6,924) 18,897 (82,859) 270,439
Shares issued in
connection:
Preferred shares
offering. . . . . . . 1,041,666 10 24,739 -- -- -- 24,749
Executive Share
Purchase Plan. . . . 28,491 -- 645 -- -- -- 645
Employees and
Trustees notes, net . . -- -- -- (319) -- -- (319)
Units converted
to shares . . . . . . . 3,384 -- 69 -- -- -- 69
Reallocation of
minority interest . . . -- -- 791 -- -- -- 791
Net income. . . . . . . . -- -- -- -- 5,326 -- 5,326
Dividends paid. . . . . . -- -- -- -- -- (7,780) (7,780)
---------- ---- ------- ------- ------- ------- -------
Balance at
March 31, 1998. . . . . . 18,751,121 $187 367,392 (7,243) 24,223 (90,639) 293,920
========== ==== ======= ======= ======= ======= =======
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
(Dollars in thousands)
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,326 5,123
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . 4,422 3,300
Income from partnerships. . . . . . . . . . . . . . . . . . . . . . . . . . (294) (167)
(Income) loss from Service Companies. . . . . . . . . . . . . . . . . . . . 116 (11)
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 933 953
Changes in assets and liabilities:
Increase in deferred costs. . . . . . . . . . . . . . . . . . . . . . . . . (75) (238)
Decrease in security deposits . . . . . . . . . . . . . . . . . . . . . . . 157 5
Increase in other assets. . . . . . . . . . . . . . . . . . . . . . . . . . (980) (586)
Increase in accrued interest payable. . . . . . . . . . . . . . . . . . . . 98 43
Decrease in accrued real estate taxes . . . . . . . . . . . . . . . . . . . (3,802) (2,908)
Increase (decrease) in tenant security deposits and prepaid rents . . . . . 327 (320)
Decrease in other liabilities . . . . . . . . . . . . . . . . . . . . . . . (379) (34)
-------- -------
Net cash provided by operating activities . . . . . . . . . . . . . . 5,849 5,160
-------- -------
Cash flows from investing activities:
Investments in partnerships . . . . . . . . . . . . . . . . . . . . . . . . . (307) (6,807)
Cash distributions from partnerships. . . . . . . . . . . . . . . . . . . . . 1,176 198
Payments from (advances to) affiliates. . . . . . . . . . . . . . . . . . . . (65) 2,079
Earnest money deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . 117 275
Capital expenditures - existing properties. . . . . . . . . . . . . . . . . . (792) (1,163)
Acquisition properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . (18,895) (2,132)
Properties under development, net of
reimbursable costs from co-investors . . . . . . . . . . . . . . . . . . . . (33,494) (11,123)
Capitalized interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,397) (1,045)
Increase (decrease) in construction costs payable . . . . . . . . . . . . . . 1,528 (293)
-------- -------
Net cash used in investing activities . . . . . . . . . . . . . . . . (52,129) (20,011)
-------- -------
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1998 1997
-------- --------
Cash flows from financing activities:
Debt proceeds, net of financing costs . . . . . . . . . . . . . . . . . . . . 68,651 21,000
Debt repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (40,633) (2,049)
Proceeds from preferred shares offering, net of issuance costs. . . . . . . . 24,750 --
Net proceeds from Executive Share Purchase Plan . . . . . . . . . . . . . . . 645 166
Employee notes for stock purchase, net of payments . . . . . . . . . . . . . (319) (2,500)
Distributions to partners . . . . . . . . . . . . . . . . . . . . . . . . . . (1,444) (1,269)
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,780) (6,842)
-------- -------
Net cash provided by financing activities . . . . . . . . . . . . . . 43,870 8,506
-------- -------
Net decrease in cash and cash equivalents . . . . . . . . . . . . . . . . . . . (2,410) (6,345)
Cash and cash equivalents at beginning of period. . . . . . . . . . . . . . . . 5,676 10,291
-------- -------
Cash and cash equivalents at end of period. . . . . . . . . . . . . . . . . . . $ 3,266 3,946
======== =======
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest, net of amounts capitalized . . . . $ 4,840 2,604
======== ========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998 AND 1997
(Unaudited)
(Dollars in thousands, except share data)
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
AMLI Residential Properties Trust (the "Company") commenced
operations upon the completion of its initial public offering on February
15, 1994. In the opinion of management, all adjustments, which include
only normal recurring adjustments necessary to present fairly the financial
position at March 31, 1998 and December 31, 1997 and the results of
operations and cash flows for the periods presented, have been made.
Certain information and note disclosures normally included in the
Company's annual financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. These
consolidated financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's December
31, 1997 Annual Report on Form 10-K filed with the Securities and Exchange
Commission. The results for the three months ended March 31, 1998 are not
necessarily indicative of expected results for the entire year.
The consolidated financial statements include the accounts of the
Company and AMLI Residential Properties, L. P. (the "Operating Partnership"
which holds the operating assets of the Company). The Company is the sole
general partner and owns an 85% majority interest in the Operating
Partnership. The limited partners hold Operating Partnership units ("OP
Units") which are convertible into shares of the Company on a one-for-one
basis, subject to certain limitations.
The Company's management has made a number of estimates and
assumptions relating to the reporting of assets and liabilities, disclosure
of contingent assets and liabilities and the reported amounts of revenues
and expenses during the report periods to prepare these financial
statements in conformity with generally accepted accounting principles.
Actual amounts realized or paid could differ from these estimates.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Properties Under Development
Land being planned for development and all apartment homes in a new
community or new phase are reported as "property under development" until
the entire community or new phase is substantially complete and stabilized
(generally 95% occupancy). Upon stabilization, all apartment homes in the
community or new phase are reported as "rental apartments".
Regardless of whether or not 95% occupancy is achieved, a community
or new phase will be reported as "rental apartments" no later than six
months following substantial completion of construction.
At March 31, 1998, the Company's properties under development include
parcels of land in the development planning stage on which physical
construction will commence later this year or in 1999. Properties under
development are as follows:
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
<CAPTION>
NUMBER NUMBER TOTAL
OF OF EXPENDED
COMMUNITY LOCATION ACRES UNITS THRU 3/31/98
- --------- -------- ------ ------ -------------
<S> <C> <C> <C> <C>
Wholly-Owned:
Development Communities:
AMLI on the Parkway (1) Dallas, TX 10 240 $ 7,962
AMLI at Wells Branch (1) Austin, TX 29 576 20,837
AMLI at Deerfield (1) Plano, TX 18 240 2,720
AMLI at AutumnChase III Carrollton, TX 24 240 12,725
AMLI at Peachtree City Atlanta, GA 26 312 19,431
AMLI at Park Creek Gainesville, GA 20 200 8,963
AMLI at Killian Creek Gwinnett County, GA 22 216 2,862
AMLI at Oakhurst (1) Aurora, IL 29 464 20,166
--- ----- --------
Total Development Communities 178 2,488 95,666(2)
--- ----- --------
Land Held for Future Development:
AMLI at Bent Tree II Dallas, TX 10 200 1,708
AMLI at Mesa Ridge Ft. Worth, TX 27 504 3,473
AMLI at Spring Creek V Atlanta, GA 20 160 1,157
AMLI at Clearwater (1) Indianapolis, IN 11 216 2,588
AMLI at Castle Creek (1) Indianapolis, IN 15 276 2,423
AMLI at Wynnewood (1) Overland Park, KS 20 232 1,868
AMLI at Regents Crest II (1) Overland Park, KS 6 108 893
AMLI at Regents Creek (1) Overland Park, KS 12 224 1,957
AMLI at Lake Houston Houston, TX 15 300 1,809
--- ----- --------
Total Land Held for Future Development 136 2,220 17,876
--- ----- --------
Total Wholly-Owned 314 4,708 113,542
--- ----- --------
Co-Investments (Company Ownership Percentage):
AMLI at Fox Valley (25%) Aurora, IL 18 272 24,456
AMLI at Fossil Creek (25%) Ft. Worth, TX 19 384 20,980
AMLI at Northwinds (35%) Atlanta, GA 80 800 31,983
--- ----- --------
Total Co-Investments 117 1,456 77,419(3)
--- ----- --------
Total 431 6,164 $190,961
=== ===== ========
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
<FN>
(1) It is the Company's intention to develop these land parcels in partnership with one or more institutional
investors.
(2) Total development costs for the Development Communities is estimated at approximately $173,900.
(3) At March 31, 1998, the estimated completion costs of $26,281 for the Co-investment Development relates
primarily to AMLI at Northwinds.
</TABLE>
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Acquisition
The Company's policy is and has been to expense internal property
acquisition costs (i.e., salaries and overhead of acquisition personnel).
This policy is consistent with the recently-issued EITF 97-11 on this
subject.
The Company's current adoption of EITF 97-11 thus has no impact on
its results of operations.
Interest Rate Limitation Contracts
The Company has used interest rate caps and swaps to limit its
exposure to increases in interest rates on its floating rate debt. The
Company does not use them for trading purposes.
At March 31, 1998, the Company was a party to various interest rate
swap agreements which require the Company to pay to or receive from
counterparties on a monthly basis the amounts, if any, by which the
Company's interest costs on the fixed rate basis differs from the interest
payments required on certain floating rate debt.
The following summarizes certain information pursuant to interest
rate limitation and swap contracts at March 31, 1998.
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
<CAPTION>
Approximate
Value of
Type Remaining Cumulative Liability
Notional Fixed of Contract Original Cash March
Amount Rate Contract Maturity Cost Paid 1998
- -------- ------- -------- --------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
$10,000 6.216% Swap 11/01/02 -- 16 157
10,000 6.029% Swap 11/01/02 -- 9 82
20,000 6.145% Swap 02/15/03 -- 8 264
10,000 6.070% Swap 02/18/03 -- 3 101
------ ---- ----
$ -- 36 604
====== ==== ====
<FN>
The fixed rate for the swaps includes the swap spread (the risk component added to the Treasury yield to
determine a fixed rate; excludes lender's spread).
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
PER SHARE DATA
The following is reconciliation of net income and weighted average number of shares.
<CAPTION>
For the three months ended March 31,
--------------------------------------------------------------
1998 1997
---------------------------- ---------------------------
Per Per
Share Share
Income Shares Amount Income Shares Amount
------ ---------- ------ ------ ---------- ------
<S> <C> <C> <C> <C> <C> <C>
Net income. . . . . . . . . . . . . . . . $ 5,326 5,123
Less: Net income allocable to
preferred shares . . . . . . . . . . . . (604) (473)
------- -------
BASIC EARNINGS PER SHARE
Net income attributable to
common shares . . . . . . . . . . . . 4,722 16,591,904 $ .28 4,650 14,819,443 .31
EFFECT OF DILUTIVE SECURITIES
Option and other Plan shares. . . . . . 94,194 101,023
Preferred shares (antidilutive) . . . . -- -- -- --
------- ---------- ----- ------- ---------- ----
DILUTED EARNINGS PER SHARE
Net income allocable to common
shares outstanding and
assumed shares exercised. . . . . . . $ 4,722 16,686,098 $ .28 4,650 14,920,466 .31
======= ========== ===== ======= ========== ====
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
3. INVESTMENTS IN PARTNERSHIPS AND SERVICE COMPANIES
INVESTMENTS IN PARTNERSHIPS
At March 31, 1998, the Company is a general partner in various co-investment partnerships and in the GP
Properties (AMLI at Prairie Court in Oak Park, Illinois and AMLI at Towne Creek in Gainesville, Georgia) which are
accounted for using the equity method. Investments in partnerships at March 31, 1998 and the Company's 1998 share
of income or loss from each are summarized as follows:
<CAPTION>
Equity Total Company's
Company's ------------------- Net Share of
Percentage Total Company's Company's Income Net Income
Community Ownership Assets Total Share Investment (Loss) (Loss)
- ----------- --------- ------ ----- --------- ---------- ----- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
AMLI at:
Park Place 25% $19,195 6,388 1,597 1,562 109 27
Greenwood Forest 15% 16,793 4,870 730 712 (17) (2)
Champions Park 15% 12,276 3,153 473 473 32 5
Champions Centre 15% 9,492 2,697 405 405 7 1
Windbrooke 15% 17,055 4,947 742 742 20 3
Willeo Creek 30% 14,875 4,639 1,392 1,392 (37) (11)
Pleasant Hill 40% 26,410 10,667 4,514 4,103 156 62
Barrett Lakes 35% 26,618 10,132 3,546 3,659 157 55
Chevy Chase 33% 44,380 13,566 4,467 4,467 212 70
Willowbrook 40% 36,861 11,409 4,564 4,472 95 38
River Park 40% 14,467 5,671 2,268 2,222 64 26
Fox Valley 25% 24,723 23,704 5,926 6,113 (55) (14)
Fossil Creek 25% 20,868 20,424 5,106 5,191 (52) (13)
Danada Farms 10% 48,433 22,606 2,261 2,251 216 22
Verandah 35% 25,269 7,910 2,779 2,841 40 32
Northwinds 35% 31,960 20,958 7,349 7,277 (36) (13)
Regents Crest 25% 25,808 9,398 2,349 2,363 56 14
======= ====== ------- ------ === ---
$50,468 50,245 302
======= ======
Other 22
---
324
===
</TABLE>
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The fixed-rate debt financing which has been obtained from various
insurance companies on behalf of these co-investment partnerships is
summarized below:
Total Outstanding Interest
Community Commitment at 3/31/98 Rate Maturity
- --------- ---------- ----------- -------- --------
AMLI at:
Park Place $13,000 12,377 8.21% October 1999
Champions Centre 6,700 6,634 8.93% January 2002
Champions Park 9,500 8,936 7.26% January 2002
Windbrooke 11,500 11,492 9.24% February 2002
Greenwood Forest 11,625 11,625 8.95% May 2002
Chevy Chase 29,767 29,330 6.67% April 2003
Willeo Creek 10,000 9,869 6.77% May 2003
Willowbrook 24,500 24,225 7.785% May 2003
Regents Crest 16,500 16,190 7.50% December 2003
Verandah 16,940 16,940 7.55% April 2004
Danada Farms 24,500 24,500 7.33% March 2007
Pleasant Hill 15,500 15,313 9.15% March 2007
River Park 9,100 8,025 7.75% June 2008
Barrett Lakes 16,680 13,326 8.50% December 2009
Northwinds 33,800 7,468 8.25% October 2010
In general, these loans provide for monthly payments of principal and
interest based on a 25 or 27 year amortization schedule and a balloon
payment at maturity. Loans against newly-completed properties provide for
payments of interest only for an initial period, with principal
amortization commencing generally within two years of completion of
construction and initial lease-up.
Investments in Service Companies
Summarized combined financial information of the Service Companies at and
for the three months ended March 31, 1998 and 1997 follows:
1998 1997
------- -------
Income (1) $ 2,348 1,867
General and adminis-
trative expenses (1,644) (1,456)
------- -------
EBITDA 704 411
Interest (545) (253)
Depreciation (2) (298) (58)
Income taxes 46 (40)
------- -------
Net income (loss) $ (93) 60
======= =======
Total assets $25,622 12,873
======= =======
(1) Net of construction and landscaping costs.
(2) In 1998 includes $166 in amortization of goodwill.
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Substantially all interest expense of the Service Companies results
from notes payable to the Company at interest rates ranging from 9.5% to
13.0%. The Company's share of income (loss) from the Service Companies for
the three months ended March 31, 1998 and 1997 was ($116) and $11,
respectively, after elimination of intercompany profit on construction
activities. The Company's interest income from the Service Companies is
combined with the Company's share of income (loss) from the Service
Companies in the accompanying consolidated statements of operations.
4. RELATED PARTY TRANSACTIONS
During the three months ended March 31, 1998 and 1997, the Company
accrued or paid to its affiliates fees and other costs and expenses as
follows:
1998 1997
----- ----
Management fees $ 638 491
General contractor fees 322 88
Interest expense 150 8
Landscaping and grounds maintenance 179 154
===== ====
In addition, at March 31, 1998 and 1997, the Company owed Amrescon
$5,457 and $1,228, respectively, for construction costs of communities
under development.
During the three months ended March 31, 1998 and 1997, the Company
earned or received from its affiliates other income as follows:
1998 1997
----- ----
Development fees $ 102 330
Acquisition fees -- 49
Asset management fees 151 153
Debt placement fee -- 88
Accounting and administrative fees 2 1
Interest on advances 46 139
Interest on notes receivable 506 114
==== ====
In addition, total revenues of $447 and $207, respectively, were
generated from leases to AMLI Corporate Homes ("ACH"), a division of one of
the Service Companies. At March 31, 1998 and 1997, $787 and $359 were due
from ACH, respectively.
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
5. DEBT
The table below sets forth certain information relating to the indebtedness of the Company.
<CAPTION>
Balance Balance
Original at Interest Maturity at
Encumbered Communities Amount 3/31/98 Rate Date 12/31/97
- ---------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
BOND FINANCING:
Tax-Exempt
Unsecured (1) $ 40,750 40,750 Rate+1.48% 10/1/24 40,750
Tax-Exempt
AMLI at Poplar Creek 9,500 9,500 Rate+1.15% 2/1/24 9,500
-------- ------- -------
Total Bonds 50,250 50,250 50,250
-------- ------- -------
MORTGAGE NOTES PAYABLE TO FINANCIAL INSTITUTIONS:
AMLI at Reflections 4,800 4,411 7.05% 6/30/98 4,436
AMLI on Rosemeade 7,050 6,513 7.02% 10/5/98 6,548
AMLI at Sherwood 7,320 6,765 7.75% 7/1/03 6,813
AMLI at Riverbend 31,000 30,226 7.30% 7/1/03 30,349
AMLI in Great Hills 11,000 10,727 7.34% 7/1/03 10,770
AMLI at Valley Ranch 11,500 10,639 7.625% 7/10/03 10,693
AMLI at Conner Farms 13,275 12,910 7.00% 6/15/03 12,965
AMLI at Nantucket 7,735 7,735 7.70% 6/1/04 7,735
AMLI on Timberglen 6,770 6,770 7.70% 6/1/04 6,770
AMLI at Regents Center 20,100 19,778 (2) 9/1/05 19,819
AMLI at Bishop's Gate 15,380 15,266 (3) 8/1/05 15,329
AMLI on the Green (4)
AMLI of North Dallas (4) 43,234 42,237 7.789% 5/1/06 42,383
AMLI at Clairmont 12,880 12,880 6.95% 2/15/08 --
-------- ------- --------
Total Mortgage Notes Payable 192,044 186,857(5) 174,610
-------- ------- --------
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Balance Balance
Original at Interest Maturity at
Encumbered Properties Amount 3/31/98 Rate Date 12/31/97
- --------------------- -------- -------- -------- -------- --------
OTHER NOTES PAYABLE:
AMLI at Park Creek 10,322 5,432 7.875% 12/1/38 2,640
AMLI at Clairmont (6) 4,016 4,016 L+1.50% 4/15/98 --
Unsecured line of credit (7)(8) 150,000 109,000 L+1.30% 6/26/00 100,000
Note payable to Service Company 5,000 5,000 9.50% 1/1/03 5,000
Unsecured note payable to Service Company 750 750 4.00% Demand 750
Unsecured line of credit 8,000 -- L+1.30% 8/30/98 --
-------- ------- --------- ------- -------
Total Other Notes Payable 178,088 124,198 108,390
-------- ------- -------
Total $420,382 361,305 333,250
======== ======= =======
<FN>
(1) The terms of these tax-exempt bonds require that a portion of the apartment units be leased to individuals
who qualify based on income levels specified by the U.S. Government. The bonds bear interest at a variable rate
that is adjusted weekly based upon the remarketing rate for these bonds (4.1% for Spring Creek and Poplar Creek at
April 29, 1998). The credit enhancement for the Spring Creek bonds was provided by a $41,297 letter of credit
from Wachovia Bank which expires on October 15, 2002 and the credit enhancement for the Poplar Creek bonds was
provided by a $9,617 letter of credit from LaSalle National Bank that expires December 18, 2002.
(2) $13,800 at 8.73% and $6,300 at 9.23%.
(3) This original $14,000 mortgage bears interest at 9.1%. For financial reporting purposes, it was valued at
$15,380 to reflect a 7.25% market rate of interest when assumed in connection with the acquisition of AMLI at
Bishop's Gate on October 17, 1997.
(4) These two properties secure the FNMA loan that was sold at a discount of $673. At March 31, 1998, the
unamortized discount amount is $544.
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(5) All but $21,278 of the total is non-recourse to the partners of the Operating Partnership.
(6) This loan was repaid on its maturity date.
(7) The Company has used interest rate swaps on $50,000 of the outstanding amount to fix its base interest rate
(before current lender's spread of 1.30%) at an average of 6.12%.
(8) The Company's $150,000 unsecured line of credit has been provided by a group of five banks led by Wachovia
Bank, N.A. and the First National Bank of Chicago. The credit agreement provides for annual one-year extensions
and reductions in the interest rate based on the future credit rating the Company is able to obtain. This
unsecured line of credit requires that the Company meet various covenants typical of such an arrangement,
including minimum net worth, minimum debt service coverage and maximum debt to equity percentage. The unsecured
line of credit is used for acquisition and development activities and working capital needs. The Company intends
to negotiate an increase in the line of credit to $200,000 during 1998.
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
As of March 31, 1998, the scheduled maturities of the Company's debt are as follows:
<CAPTION>
FIXED RATE
MORTGAGE NOTES
NOTES PAYABLE UNSECURED PAYABLE TO
BOND TO FINANCIAL LINES SERVICE
FINANCINGS INSTITUTIONS OF CREDIT COMPANIES TOTAL
---------- ------------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C>
1998. . . . . . . . . . . . . . . . . . $ -- 12,800 -- 4,766 17,566
1999. . . . . . . . . . . . . . . . . . -- 2,780 -- -- 2,780
2000. . . . . . . . . . . . . . . . . . -- 3,138 109,000 -- 112,138
2001. . . . . . . . . . . . . . . . . . -- 3,394 -- -- 3,394
2002. . . . . . . . . . . . . . . . . . 50,250 3,656 -- -- 53,906
Thereafter. . . . . . . . . . . . . . . -- 166,521 -- 5,000 171,521
------- ------- ------- ------- -------
$50,250 192,289 109,000 9,766 361,305
======= ======= ======= ======= =======
</TABLE>
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
6. COMMITMENTS AND CONTINGENCIES
The limited partnership agreement of AMLI at Verandah L.P. provides for
the redemption (at an amount determined by formula) by the partnership of
the limited partner's entire interest, in the limited partner's sole
discretion, at any time after March 25, 2002, or at any time that there is
a designated event of default on related indebtedness of the partnership,
which event of default remains uncured and unwaived to the time of notice
of redemption election. The redemption amount may be paid in cash or
Company shares of beneficial interest, or any combination thereof, in the
sole discretion of the Company. The original capital contribution made by
the limited partner was $5,525.
On February 20, 1998, the Company placed 3,125,000 Series B cumulative
convertible Preferred Shares with Security Capital Preferred Growth
Incorporated. At March 31, 1998, 1,041,666 Preferred Shares have been
issued. The remaining authorized shares are anticipated to be issued in
equal installments during June and September 1998.
7. SUBSEQUENT EVENTS
On April 30, 1998, the Company acquired 35.2 acres of land located in
Alpharetta, Georgia. The Company intends to develop a 352-unit apartment
community on this land and expects to commence construction in the second
quarter of this year. In a related transaction, Amrescon concurrently
acquired 17.5 adjacent acres which are not zoned for multi-family
residential and which Amrescon is holding for re-sale. The total purchase
price of the 52.7 acres was approximately $5,600.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS,
EXCEPT SHARE DATA)
The following discussion is based primarily on the consolidated financial
statements of Amli Residential Properties Trust (the "Company") as of
March 31, 1998 and December 31, 1997 and for the three months ended
March 31, 1998 and 1997.
This information should be read in conjunction with the accompanying
unaudited consolidated financial statements and notes thereto. These
financial statements include all adjustments which are, in the opinion of
management, necessary to reflect a fair statement of the results for the
interim periods presented, and all such adjustments are of a normal
recurring nature.
On January 30, 1996, the Company issued 1,200,000 convertible preferred
shares for $20 per share, or $24,000, directly to four institutional
investors and Amli Realty Co. ("ARC") in a registered offering. In
November 1996, the Company completed a public offering of 2,976,900 common
shares. In July 1997, the Company closed on an offering of 1,694,700
common shares. In February 1998, the Company placed 3,125,000 convertible
preferred shares for $24 per share with Security Capital Growth
Incorporated. The net proceeds of the issuance of the preferred shares and
the public offerings were used to reduce the Company's debt and fund
development costs.
As of March 31, 1998, the Company owned an 85% general partnership interest
in the Operating Partnership, which holds the operating assets of the
Company. The limited partners hold Operating Partnership units ("OP
Units") that are convertible into common shares of the Company on a one-
for-one basis, subject to certain limitations. At March 31, 1998, the
Company owned 18,751,121 OP Units and the limited partners owned 3,277,559
OP Units. The Company has qualified, and anticipates continuing to
qualify, as a real estate investment trust ("REIT") for Federal income tax
purposes.
RESULTS OF OPERATIONS
During the period from January 1, 1997 through March 31, 1998, growth in
property revenues and property operating expenses resulted from increases
at communities owned as of January 1, 1997, from communities acquired since
January 1, 1997 and from the newly-constructed communities.
During the same period, the Company has invested in five co-investment
partnerships, which own the 600-unit AMLI at Danada in Wheaton, Illinois,
the 538-unit AMLI at Verandah in Arlington, Texas, the 368-unit AMLI at
Regents Crest in Overland Park, Kansas, the 592-unit AMLI at Chevy Chase in
Buffalo Grove, Illinois, and the 488-unit AMLI at Willowbrook in
Willowbrook, Illinois. In addition, in January 1998, the Company acquired
the 288-unit AMLI at Clairmont in Atlanta, Georgia.
For the three months ended March 31, 1998, net income attributable to
common shares was $4,722, or $.28 per share on total revenues of $26,662.
For the three months ended March 31, 1997, net income was $4,650 or $.31
per share on total revenues of $20,850. The decrease on a per share basis
is primarily due to increased depreciation.
On a "same community" basis, weighted average occupancy of the apartment
homes owned wholly by the Company increased slightly to 93.9% for the three
months ended March 31, 1998 from 93.3% in the prior year. Weighted average
collected rental rates increased by 2.3% to $672 from $657 per unit per
month for the three months ended March 31, 1998 and 1997, respectively.
Including Co-Investment Communities, weighted average occupancy of the
Company's apartment homes increased to 94.1% for the three months ended
March 31, 1998 from 93.5% in the prior year, and weighted average collected
rental rates increased by 1.7% to $707 from $695 per unit per month for the
three months ended March 31, 1998 and 1997, respectively.
<PAGE>
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1998 TO THREE MONTHS ENDED
MARCH 31, 1997.
Income before minority interest increased to $6,259 for the three months
ended March 31, 1998 from $6,076 for the three months ended March 31, 1997.
This increase was primarily attributable to a $5,812 increase in total
revenues, reduced by a $2,129 increase in property operating expenses, a
$2,293 increase in interest expense and an $1,234 increase in depreciation.
Net income for the three months ended March 31, 1998 and 1997 was $5,326
and $5,123, respectively.
Total property revenues increased by $5,775, or 29.4%. On the same
community basis total property revenues increased by $505, or 2.7%.
Property operating expenses increased by $2,129, or 26.4%. On the same
community basis, property operating expenses decreased by $43 or .6%.
Interest expense, net of the amounts capitalized, increased to $4,938 from
$2,646, or 86.6%, primarily due to increased indebtedness incurred in
conjunction with property acquisition and development.
General and administrative expenses increased to $854 for the three months
ended March 31, 1998 from $767 for the three months ended March 31, 1997.
The increase is primarily attributable to increased compensation and
compensation-related costs attributable to both additional employees and
increased rates of compensation.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1998, the Company had $3,266 in cash and cash equivalents and
$41,000 in availability under its $150,000 unsecured line of credit. The
Company is negotiating to increase this line of credit to $200,000 during
the second quarter of 1998 and anticipates that a sixth bank will join the
existing bank group at that time.
On February 20, 1998, the Company privately placed $75,000 of Series B
cumulative convertible preferred shares with an institutional investor at
$24 per share. The initial funding of $25,000 occurred on March 9, 1998.
The Company anticipates funding the remaining two equal installments in
June and September 1998. Proceeds from this private placement, net of an
estimated 1.05% in offering costs, are anticipated to aggregate
approximately $74,200.
At March 31, 1998, there were fifteen of the Company's wholly-owned
stabilized Communities that are unencumbered. The Company expects to repay
two fixed rate loans aggregating $10,924 at their scheduled 1998 maturities
from additional borrowings under its unsecured line of credit, whereupon
two more Communities will be unencumbered. There are no other fixed rate
loans on wholly-owned Communities with maturity dates prior to June 2003.
Net cash flows provided by operating activities for the three months ended
March 31, 1998 increased to $5,849 from $5,160 for the three months ended
March 31, 1997. The increase is primarily due to an increase in property
net operating income (before depreciation) and an increase in other
revenues.
Cash flows used in investing activities for the three months ended
March 31, 1998 increased to $52,129 from $20,011 for the three months ended
March 31, 1997. The increase consisted primarily of expenditures for the
acquisition of land parcels and development costs, contributions to co-
investment partnerships and working capital advances to the Service
Companies.
Net cash flows provided by financing activities for the three months ended
March 31, 1998 were $43,870, which reflect net proceeds from the preferred
shares issued and net proceeds of additional borrowings. In 1997, cash
flows include net proceeds of borrowings and $37,447 net proceeds from the
offering of common shares reduced by employees' and trustees' notes.
<PAGE>
Funds from operations is defined as income (loss) before minority interest
of the holders of OP Units and extraordinary items (computed in accordance
with generally accepted accounting principles), excluding gains (losses)
from debt restructuring and sales of property, plus certain non-cash items,
primarily depreciation. Adjustments for unconsolidated partnerships and
joint ventures are calculated to reflect funds from operations on the same
basis. Funds from operations is widely accepted in measuring the
performance of equity REITs. An understanding of the Company's funds from
operations will enhance the reader's comprehension of the Company's results
of operations and cash flows as presented in the financial statements and
data included elsewhere herein. Funds from operations should not be
considered an alternative to net income or any other GAAP measurement as a
measure of the results of the Company's operations, the Company's cash
flows or liquidity.
Funds from operations for the three months ended March 31, 1998 and 1997
are summarized as follows:
MARCH 31,
------------------------
1998 1997
------- -------
Income before minority
interest $ 6,259 6,076
Depreciation 4,291 3,057
Other, net (1) 914 500
------- ------
Funds from operations $11,464 9,633
======= ======
Weighted average shares
and units (including
dilutive shares and units) 21,238 18,882
======= ======
(1) Share of co-investment partnerships' depreciation and, in 1998,
share of Service Company amortization of goodwill (net of related income
taxes).
In the typical situation, start-up losses will be recorded between the time
the first apartment homes are delivered from construction until occupancy
levels are adequate to recover all costs and expenses (including interest
but excluding depreciation). The amounts shown above for the three months
ended March 31, 1998 and 1997 are shown net of $419 and $144, respectively,
of start-up losses which, for the three months endeyd March 31, 1998 are
attributable to the initial lease-up of Phase III of AMLI at Autumn Chase,
AMLI at Wells Branch, AMLI at Park Creek, AMLI at Fox Valley, AMLI at
Fossil Creek, AMLI at Peachtree City and AMLI at Northwinds. Additional
amounts will be recorded in future quarters of 1998 as initial lease-up is
completed or continued at these and other communities currently under
development.
The Company expects to pay quarterly dividends from cash available for
distribution. Until distributed, funds available for distribution will be
invested in short-term investment-grade securities or used to temporarily
reduce outstanding balances on the Company's revolving lines of credit.
The Company expects to meet its short-term liquidity requirements by using
its working capital and any portion of net cash flow from operations not
distributed currently. The Company is of the opinion that its future net
cash flows will be adequate to meet operating requirements in both the
short and the long term and provide for payment of dividends by the Company
in accordance with REIT requirements. In order to qualify as a REIT, the
Company is required to make distributions to its shareholders equal to 95%
of its REIT taxable income. The Company's 1998 estimated dividend payment
level equals an annual rate of $1.76 per share. The Company estimates that
approximately 18% of the total dividends to be paid in 1998 will be treated
as a return of capital.
<PAGE>
The Company expects to meet certain long-term liquidity requirements such
as scheduled debt maturities, repayment of loans for construction,
development, and acquisition activities through the issuance of long-term
secured and unsecured debt and additional equity securities of the Company
(or OP Units). On July 20, 1995, the Company's shelf registration became
effective. The registration statement provided for up to an aggregate of
$200,000 of preferred shares, common shares and security warrants which the
Company may issue from time to time. Through March 31, 1998, the Company
has issued preferred and common shares for an aggregate issuance price of
$128,467, leaving a balance of $71,533 in shares that the Company may issue
in the future under the shelf registration statement.
COMPANY INDEBTEDNESS
The Company's debt as of March 31, 1998 includes $201,789 (56% of the
total) which is secured by first mortgages on 16 of the Wholly-Owned
Communities and is summarized as follows:
SUMMARY DEBT TABLE
------------------
Type of Weighted Average Outstanding Percent
Indebtedness Interest Rate Balance of Total
- ------------ ---------------- ----------- --------
Fixed Rate
Mortgages 7.59% $192,289 53%
Tax-Exempt Tax-Exempt Rate + 1.48% 50,250 14%
Bonds (1) Tax-Exempt Rate + 1.15%
Lines of
Credit (2) LIBOR + 1.30% 109,000 30%
Notes payable
to Service
Companies Various 5,750 2%
Other 4,016 1%
-------- ----
Total $361,305 100%
======== ====
- --------------------
(1) The tax-exempt bonds bear interest at a variable tax-exempt rate that
is adjusted weekly based on the re-marketing of these bonds (4.10% for AMLI
at Spring Creek and AMLI at Poplar Creek at April 29, 1998). The Spring
Creek bonds mature on October 1, 2024 and the related credit enhancement
expires on October 15, 2002. The Poplar Creek bonds mature on February 1,
2024 and the related credit enhancement expires on December 18, 2002.
(2) Amounts borrowed under lines of credit are due in 2000.
<PAGE>
DEVELOPMENT ACTIVITIES
At March 31, 1998, there are eleven communities or additional phases to
existing communities including co-investment properties that are under
development. When completed, a total of 3,944 apartment homes will be
added to the Company's portfolio of rental apartments. The estimated
development costs of the eight wholly-owned communities under development
total approximately $173,900 of which $95,666 has been incurred at
March 31, 1998. The Company's share of the development costs for the three
co-investment partnerships is approximately $31,475 of which $19,355 has
been funded at March 31, 1998. The remaining costs to complete will be
funded from construction.
In addition, the Company owns land for the development of an additional
2,220 apartment homes in Ft. Worth, Dallas and Houston Texas, Atlanta,
Georgia, Indianapolis, Indiana and Overland Park, Kansas. The total costs
incurred to date of $17,876 are primarily land acquisition costs and
professional fees. In addition, a 35.2 acre land parcel located in
Alpharetta, Georgia was acquired on April 30, 1998. The company intends to
develop a 352-unit apartment community on this site.
CAPITAL EXPENDITURES
Capital expenditures are those made for assets having a useful life in
excess of one year and include replacements (including carpeting and
appliances) and betterments, such as unit upgrades, enclosed parking
facilities and similar items.
In conjunction with acquisitions of existing properties, it is the
Company's policy to provide in its acquisition budgets adequate funds to
complete any deferred maintenance items and to otherwise make the
properties acquired competitive with comparable newly-constructed
properties. In some cases, the Company will provide in its acquisition
budget additional funds to upgrade or otherwise improve new acquisitions.
INFLATION
Virtually all apartment leases at the communities and co-investment
communities are for six or twelve months' duration. This enables the
Company to pass along inflationary increases in its operating expenses on a
timely basis. Because the Company's property operating expenses (exclusive
of depreciation and amortization) are approximately 40% of rental and other
revenue, increased inflation typically results in comparable increases in
income before interest and general and administrative expenses, so long as
rental market conditions allow increases in rental rates while maintaining
stable occupancy.
An increase in general price levels may immediately precede, or accompany,
an increase in interest rates. The Company's exposure to rising interest
rates is mitigated by the existing debt level of approximately 46% of the
Company's total market capitalization at March 31, 1998, the high
percentage (55%) of intermediate term fixed rate debt, and the use of
interest rate swaps to effectively fix the interest rate on $50 million of
floating rate debt through the year 2002. As a result, for the foreseeable
future, increases in interest expense resulting from increasing inflation
are anticipated to be less than future increases in income before interest
and general and administrative expenses.
<PAGE>
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
Certain statements set forth herein or incorporated by reference herein
from the Company's filings under the Securities Exchange Act of 1934, as
amended, contain forward-looking statements, including, without limitation,
statements relating to the timing and anticipated capital expenditures of
the Company's development programs. Although the Company believes that the
expectations reflected in such forward-looking statements are based on
reasonable assumptions, the actual results may differ materially from that
set forth in the forward-looking statements. Certain factors that might
cause such differences include general economic conditions, local real
estate conditions, construction delays due to the unavailability of
construction materials, weather conditions or other delays beyond the
control of the Company. Consequently, such forward-looking statements
should be regarded solely as reflections of the Company's current operating
and development plans and estimates. These plans and estimates are subject
to revision from time to time as additional information becomes available,
and actual results may differ from those indicated in the referenced
statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
<PAGE>
<TABLE>
OCCUPANCY
The following is a listing of approximate physical occupancy levels by quarter for the Company's Wholly-Owned
Communities and Co-Investment Communities:
<CAPTION>
1998 1997
LOCATION/COMMUNITY COMPANY'S NUMBER -------------------------- --------------------------
- ------------------ PERCENTAGE OF AT AT AT AT AT AT AT AT
WHOLLY-OWNED COMMUNITIES OWNERSHIP UNITS 12/31 9/30 6/30 3/31 12/31 9/30 6/30 3/31
- ------------------------ ---------- ------- ----- ----- ----- ------ ----- ----- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DALLAS/FT. WORTH, TEXAS
AMLI at AutumnChase. . . . 450 97% 96% 97% 95% 97%
AMLI at Bent Tree. . . . . 300 93% 93% N/A N/A N/A
AMLI at Bishop's Gate. . . 266 100% 90% N/A N/A N/A
AMLI at Chase Oaks . . . . 250 98% 94% 96% 97% 96%
AMLI at Gleneagles . . . . 590 97% 97% 99% 98% 96%
AMLI on the Green. . . . . 424 96% 93% 95% 93% 91%
AMLI at Nantucket. . . . . 312 98% 98% 98% 98% 99%
AMLI of North Dallas . . . 1,032 96% 95% 96% 97% 94%
AMLI at Reflections. . . . 212 98% 98% 98% 98% 96%
AMLI on Rosemeade. . . . . 236 96% 92% 95% 97% 97%
AMLI on Timberglen . . . . 260 95% 98% 95% 97% 97%
AMLI at Valley Ranch . . . 460 98% 99% 97% 97% 95%
------ ----- ----- ----- ----- ----- ----- ----- -----
4,792 97% 96% 97% 96% 95%
------ ----- ----- ----- ----- ----- ----- ----- -----
AUSTIN, TEXAS
AMLI at the Arboretum. . . 231 97% 96% 100% 97% 97%
AMLI in Great Hills. . . . 344 98% 97% 98% 97% 95%
AMLI at Lantana Ridge. . . 354 94% 81% 83% N/A N/A
AMLI at Martha's Vineyard. 360 96% 97% 98% 99% 97%
------ ----- ----- ----- ----- ----- ----- ----- -----
1,289 96% 92% 94% 98% 96%
------ ----- ----- ----- ----- ----- ----- ----- -----
ATLANTA, GEORGIA
AMLI at Sope Creek . . . . 695 94% 93% 94% 93% 96%
AMLI at Spring Creek . . . 1,180 94% 94% 95% 95% 97%
AMLI at Vinings. . . . . . 360 95% 96% 96% 95% 93%
AMLI at West Paces . . . . 337 98% 94% 92% 93% 98%
AMLI at Clairmont. . . . . 288 96% N/A N/A N/A N/A
------ ----- ----- ----- ----- ----- ----- ----- -----
2,860 95% 94% 94% 94% 96%
------ ----- ----- ----- ----- ----- ----- ----- -----
<PAGE>
1998 1997
COMPANY'S NUMBER -------------------------- --------------------------
PERCENTAGE OF AT AT AT AT AT AT AT AT
LOCATION/COMMUNITY OWNERSHIP UNITS 12/31 9/30 6/30 3/31 12/31 9/30 6/30 3/31
- ------------------ ---------- ------- ----- ----- ----- ------ ----- ----- ------ ------
EASTERN KANSAS
AMLI at Alvamar. . . . . . 152 95% 93% 90% 93% 98%
AMLI at Crown Colony . . . 220 96% 95% 98% 93% 97%
AMLI at Regents Center . . 424 90% 87% 93% 99% 91%
AMLI at Town Center. . . . 156 93% 92% N/A N/A N/A
AMLI at Sherwood . . . . . 300 92% 97% 98% 95% 98%
------ ----- ----- ----- ----- ----- ----- ----- -----
1,252 93% 92% 95% 96% 96%
------ ----- ----- ----- ----- ----- ----- ----- -----
INDIANAPOLIS, INDIANA
AMLI at Conner Farms . . . 300 90% 93% N/A N/A N/A
AMLI at Riverbend. . . . . 996 96% 88% 89% 94% 92%
------ ----- ----- ----- ----- ----- ----- ----- -----
1,296 95% 89% 89% 94% 92%
------ ----- ----- ----- ----- ----- ----- ----- -----
CHICAGO, ILLINOIS
AMLI at Park Sheridan. . . 253 100% 98% 99% 92% 93%
AMLI at Poplar Creek . . . 196 98% 91% N/A N/A N/A
------ ----- ----- ----- ----- ----- ----- ----- -----
449 99% 95% 99% 92% 93%
------ ----- ----- ----- ----- ----- ----- ----- -----
11,938 95.6% 93.6% 95.0% 95.4% 95.1%
====== ===== ===== ===== ===== ===== ===== ===== =====
CO-INVESTMENT COMMUNITIES:
- --------------------------
ATLANTA, GA
AMLI at: lease lease lease
Barrett Lakes . . . . . . 35% 446 96% 95% up up up
Pleasant Hill . . . . . . 40% 502 93% 89% 91% 96% 97%
lease lease
River Park. . . . . . . . 40% 222 98% 95% 97% up up
Towne Creek . . . . . . . 1% 150 95% 88% 97% 90% 93%
Willeo Creek. . . . . . . 30% 242 98% 91% 91% 95% 98%
------ ----- ----- ----- ----- ----- ----- ----- -----
1,562 96% 92% 93% 95% 96%
------ ----- ----- ----- ----- ----- ----- ----- -----
<PAGE>
1998 1997
COMPANY'S NUMBER -------------------------- --------------------------
PERCENTAGE OF AT AT AT AT AT AT AT AT
LOCATION/COMMUNITY OWNERSHIP UNITS 12/31 9/30 6/30 3/31 12/31 9/30 6/30 3/31
- ------------------ ---------- ------- ----- ----- ----- ------ ----- ----- ------ ------
CHICAGO, IL
AMLI at:
Chevy Chase . . . . . . . 33% 592 97% 94% 96% 99% 97%
Prairie Court . . . . . . 1% 125 96% 98% 98% 100% 97%
Willowbrook . . . . . . . 40% 488 98% 94% 98% 94% 96%
Windbrooke. . . . . . . . 15% 236 100% 98% 99% 100% 96%
Danada Farms. . . . . . . 10% 600 98% 93% 94% 93% 92%
------- ----- ----- ----- ----- ----- ----- ----- -----
2,041 98% 94% 96% 96% 95%
------- ----- ----- ----- ----- ----- ----- ----- -----
EASTERN KANSAS
AMLI at Regents Crest. . . 25% 368 92% 93% N/A N/A N/A
------- ----- ----- ----- ----- ----- ----- ----- -----
DALLAS, TX
AMLI at Verandah . . . . . 35% 538 97% 94% 95% 96% 94%
------- ----- ----- ----- ----- ----- ----- ----- -----
AUSTIN, TX
AMLI at Park Place . . . . 25% 588 95% 98% 97% 94% 96%
------- ----- ----- ----- ----- ----- ----- ----- -----
HOUSTON, TX
AMLI at:
Champions Centre. . . . . 15% 192 98% 97% 94% 98% 95%
Champions Park. . . . . . 15% 246 95% 98% 99% 99% 97%
Greenwood Forest. . . . . 15% 316 97% 95% 96% 96% 96%
------- ----- ----- ----- ----- ----- ----- ----- -----
754 97% 96% 96% 98% 96%
------- ----- ----- ----- ----- ----- ----- ----- -----
Total Co-Investment
Communities . . . . . . . . 5,851 96.4% 94.2% 95.5% 95.8% 95.5%
------- ----- ----- ----- ----- ----- ----- ----- -----
TOTAL . . . . . . . . . . . . 17,789 95.9% 93.8% 95.2% 95.7% 95.3%
======= ===== ===== ===== ===== ===== ===== ===== =====
</TABLE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of AMLI Residential Properties Trust was
held on April 28, 1998, for the purpose of electing three members of the
Board of Trustees, approving of amendments to Option Plan and ratifying the
appointment of independent auditors. Proxies for the meeting were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934
and there was no solicitation in opposition to management's solicitations.
All of the management's nominees for directors as listed in the proxy
statement were elected with the following vote:
SHARES SHARES
VOTED SHARES NOT
"FOR" "WITHHELD" VOTED
---------- ---------- ----------
John E. Allen 14,500,654 62,001 1
Philip N. Tague 14,499,604 63,051 1
Quintin E. Primo III 14,499,304 63,351 1
The amendment to the Option Plan was approved by the following votes:
SHARES SHARES SHARES
VOTED VOTED SHARES NOT
"FOR" "AGAINST" "WITHHELD" VOTED
---------- ---------- ------------ ----------
6,722,207 2,208,117 143,655 5,486,677
The ratification of the appointment of KPMG Peat Marwick LLP as independent
auditor was approved by the following vote:
SHARES SHARES SHARES
VOTED VOTED SHARES NOT
"FOR" "AGAINST" "WITHHELD" VOTED
---------- ---------- ------------ ----------
14,458,137 37,371 64,148 --
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K have been filed during the quarter ended March 31,
1998. The Exhibits filed as part of this report are listed below.
EXHIBIT NO. DOCUMENT DESCRIPTION
4. Articles Supplementary to the Amended and Restated
Declaration of Trust of AMLI Residential Properties Trust Classifying
Unissued shares of Beneficial Interest in AMLI Residential Properties Trust
as Series B Cumulative Convertible Preferred Shares of Beneficial Interest.
10.1. Fourth Amendment to Amended and Restated Agreement of
Limited Partnership of AMLI Residential Properties, L.P.
10.2 Second Amendment to AMLI Residential Properties Option
Plan.
10.3 Registration Rights Agreement dated March 9, 1998
between AMLI Residential Properties Trust and Security Capital Preferred
Growth Incorporated.
<PAGE>
27. Financial Data Schedule
99. Financial and Operating Data
furnished to Shareholders and Analysts
<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.
AMLI RESIDENTIAL PROPERTIES TRUST
Date: May 14, 1998 By: /s/ CHARLES C. KRAFT
-----------------------------------
Charles C. Kraft
Principal Accounting Officer
Principal Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: May 14, 1998 By: /s/ GREGORY T. MUTZ
-----------------------------------
Gregory T. Mutz
Chairman of the Board of Trustees
Date: May 14, 1998 By: /s/ ALLAN J. SWEET
-----------------------------------
Allan J. Sweet
President and Trustee
Date: May 14, 1998 By: /s/ CHARLES C. KRAFT
-----------------------------------
Charles C. Kraft
Principal Accounting Officer
Principal Financial Officer
<PAGE>
EXHIBIT 4
- ---------
AMLI RESIDENTIAL PROPERTIES TRUST
ARTICLES SUPPLEMENTARY
SERIES B CUMULATIVE CONVERTIBLE REDEEMABLE
PREFERRED SHARES OF BENEFICIAL INTEREST
(Par Value $.01 Per Share)
AMLI Residential Properties Trust, a Maryland real estate investment
trust (hereinafter called the "Company"), hereby certifies to the
Department of Assessments and Taxation of the State of Maryland that:
FIRST: The Board of Trustees of the Company has classified and
designated 3,125,000 unissued preferred shares of beneficial interest, par
value $.01 per share, of the Company as Series B Cumulative Convertible
Redeemable Preferred Shares ("Series B Preferred Shares"), with the
preferences, rights, voting powers, restrictions, limitations as to
distributions, qualifications and terms and conditions of redemption
thereof as follows, which upon any restatement of the Company's Declaration
of Trust (the "Declaration of Trust") shall be made part of Article 2
thereof, with any necessary or appropriate changes to the enumeration or
lettering of sections or subsections hereof:
SECTION 1. NUMBER OF SHARES AND DESIGNATION. The Series B Preferred
Shares shall be designated as "Series B Cumulative Convertible Redeemable
Preferred Shares" and the authorized number of Series B Preferred Shares
constituting such series shall be 3,125,000, which number may be decreased
from time to time by the Board pursuant to Section 6 upon reacquisition
thereof in any manner, or by retirement thereof.
SECTION 2. DEFINITIONS. For purposes of the Series B Preferred
Shares, the following terms shall have the meanings indicated:
"Act" shall mean the Securities Act of 1933, as amended.
"Affiliate" shall mean, with respect to any Person, a Person which
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Person specified.
"Base Common Share Distribution" shall have the meaning set forth in
paragraph (a) of Section 9.
"Board" shall mean the Board of Trustees of the Company or any
committee authorized by such Board of Trustees to perform any of its
responsibilities with respect to the Series B Preferred Shares.
"Business Day" shall mean any day other than a Saturday, Sunday or a
day on which day state or federally chartered banking institutions in
Chicago, Illinois are not required to be open.
"Call Date" shall have the meaning set forth in Section 5(b).
"Common Shares" shall mean the common shares of beneficial interest,
par value $.01 per share, of the Company.
"Conversion Price" shall mean the conversion price per Common Share
for which each Series B Preferred Share is convertible, as such Conversion
Price may be adjusted pursuant to Section 7(d). The initial Conversion
Price shall be $24.00 (equivalent to an initial conversion rate of one
Common Share for each Series B Preferred Share).
"Current Market Price" of publicly traded Common Shares or any other
class or series of beneficial interest or other security of the Company or
<PAGE>
of any similar security of any other issuer for any day shall mean the
closing price, regular way on such day, or, if no sale takes place on such
day, the average of the reported closing bid and asked prices regular way
on such day, in either case as reported on the principal national
securities exchange on which such securities are listed or admitted for
trading, or, if such security is not quoted on any national securities
exchange, on the National Market of the National Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ") or, if such security is
not quoted on the NASDAQ National Market, the average of the closing bid
and asked prices on such day in the over-the-counter market as reported by
NASDAQ or, if bid and asked prices for such security on such day are not
reported through NASDAQ, the average of the bid and asked prices on such
day as furnished by any New York Stock Exchange or National Association of
Securities Dealers, Inc. member firm regularly making a market in such
security selected for such purpose by the Chief Executive Officer of the
Company or the Board or if any class or series of securities is not
publicly traded, the fair value of the shares of such class or series as
determined reasonably and in good faith by the Board.
"Distribution Payment Date" shall mean, with respect to any
Distribution Period, (a) the date that cash distributions are made on the
Common Shares with respect to such Distribution Period or (b) if such
distributions have not been paid on the Common Shares by 9:00 a.m., New
York City time, on the 60th day from and including the last day of such
Distribution Period, then on such day; provided, further, that if any
Distribution Payment Date falls on any day other than a Business Day, the
distribution payment payable on such Distribution Payment Date shall be
paid on the Business Day immediately following such Distribution Payment
Date.
"Distribution Periods" shall mean the Initial Distribution Period and
each subsequent quarterly distribution period commencing on and including
January 1, April 1, July 1 and October 1 of each year and ending on and
including the day preceding the first day of the next succeeding
Distribution Period, other than the Distribution Period during which any
Series B Preferred Share is redeemed pursuant to Section 5, which shall end
on and include the Call Date with respect to the Series B Preferred Share
being redeemed.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Fair Market Value" shall mean the average of the daily Current
Market Prices of a Common Share during five consecutive Trading Days
selected by the Company commencing not more than twenty Trading Days
before, and ending not later than, the earlier of the day in question and
the day before the "ex" date with respect to the issuance or distribution
requiring such computation. The term "ex' date," when used with respect to
any issuance or distribution, means the first day on which Common Shares
trade regular way, without the right to receive such issuance or
distribution, on the exchange or in the market, as the case may be, used to
determine that day's Current Market Price.
"Initial Distribution Period" shall mean the period commencing on and
including the Initial Issue Date and ending on and including March 31,
1998.
"Initial Issue Date" shall mean the date on which the first Series B
Preferred Shares are issued.
"Investor" shall mean Security Capital Preferred Growth Incorporated,
a Maryland corporation.
"Issue Date" shall mean the date on which the Company shall initially
issue any Series B Preferred Share, regardless of the number of times
transfer of such Series B Preferred Share shall be made on the stock
records maintained by or for the Company and regardless of the number of
certificates which may be issued to evidence such Series B Preferred Share
<PAGE>
(whether by reason of transfer of such Series B Preferred Share or for any
other reason).
"Junior Shares" shall have the meaning set forth in Section 8(c).
"NYSE" shall mean the New York Stock Exchange, Inc.
"Parity Shares" shall have the meaning set forth in Section 8(b).
"Person" shall mean any individual, firm, partnership, corporation or
other entity, including any successor (by merger or otherwise) of such
entity.
"Property Distribution" shall have the meaning set forth in
paragraph (iii) of Section 7(d).
"REIT Termination Event" shall mean any event or occurrence which
causes the Company to fail to continue to be taxed as a real estate
investment trust (a "REIT") pursuant to Sections 856 through 860 of the
Internal Revenue Code, as amended.
"Senior Shares" shall have the meaning set forth in Section 8(a).
"set apart for payment" shall be deemed to include, without any
action other than the following, the recording by the Company in its
accounting ledgers of any accounting or bookkeeping entry which indicates,
pursuant to a declaration of distributions by the Board, the allocation of
funds to be so paid on any series or class of beneficial interest of the
Company; provided, however, that if any funds for any class or series of
Junior Shares or any class or series of Parity Shares are placed in a
separate account of the Company or delivered to a disbursing, paying or
other similar agent, then "set apart for payment" with respect to the
Series B Preferred Shares shall mean placing such funds in a separate
account or delivering such funds to a disbursing, paying or other similar
agent.
"Trading Day" shall mean, with respect to any securities, any day on
which such securities are traded on the principal national securities
exchange on which such securities are listed or admitted for trading or, if
such securities are not listed or admitted for trading on any national
securities exchange, the NASDAQ National Market or, if such securities are
not listed or admitted for trading on the NASDAQ National Market, any
Business Day.
"Transaction" shall have the meaning set forth in Section 7(e).
"Transfer Agent" means such transfer agent as may be designated by
the Board or its designee as the transfer agent for the Series B Preferred
Shares; provided that, if the Company has not designated a transfer agent,
then the Company shall act as the transfer agent for the Series B Preferred
Shares.
SECTION 3. DISTRIBUTIONS.
(a) The holders of Series B Preferred Shares shall be entitled to
receive, when, as and if authorized and declared by the Board out of funds
legally available for that purpose, cumulative distributions payable in
cash in an amount per share equal to the greater of (i) the base
distribution of $0.45 per quarter (the "Base Rate") or (ii) the cash
distributions declared on the number of Common Shares, or portion thereof,
into which a Series B Preferred Share would then be convertible, without
regard to any time restrictions on the convertibility of the Series B
Preferred Shares. The amount referred to in clause (ii) of this
paragraph (a) with respect to each succeeding Distribution Period shall be
determined as of the applicable Distribution Payment Date by multiplying
the number of Common Shares, or portion thereof calculated to the fourth
decimal point, into which a Series B Preferred Share would then be
convertible (without regard to any time restrictions on the convertibility
<PAGE>
of the Series B Preferred Shares) at the opening of business on such
Distribution Payment Date (based on the Conversion Price then in effect) by
the aggregate cash distributions payable or paid for such Distribution
Period in respect of a Common Share outstanding as of the record date for
the distribution payable on the Common Shares for such Distribution Period.
If (A) the Company pays a cash distribution on the Common Shares after the
Distribution Payment Date for the corresponding Distribution Period and
(B) the distribution on the Series B Preferred Shares for such Distribution
Period calculated pursuant to clause (ii) of this paragraph (a), taking
into account the Common Share distribution referenced in clause (A),
exceeds the distribution previously declared on the Series B Preferred
Shares for such Distribution Period, the Company shall pay an additional
distribution to the holders of the Series B Preferred Shares on the date
that the Common Share distribution referenced in clause (A) is paid, in an
amount equal to the difference between the distribution calculated pursuant
to clause (B) and the distributions previously declared on the Series B
Preferred Shares with respect to such Distribution Period. Such
distributions shall be cumulative from each Issue Date, whether or not in
any Distribution Period or Periods such distributions are declared or there
are funds of the Company legally available for the payment of such
distributions, and shall be payable quarterly in arrears on the
Distribution Payment Dates, commencing on the first Distribution Payment
Date after each Issue Date. Each such distribution shall be payable in
arrears to the holders of record of the Series B Preferred Shares, as they
appear on the share records of the Company at the close of business on such
record date as is fixed by the Board which shall be not more than 60 days
prior to the corresponding Distribution Payment Date and, within such 60-
day period, shall be the same date as the record date for the regular
quarterly distribution payable on the Common Shares for such Distribution
Period (or, if there is no such record date for the Common Shares, then
such date as the Board may fix). Accumulated, accrued and unpaid
distributions for any past Distribution Periods may be authorized or
declared and paid at any time, without reference to any regular
Distribution Payment Date, to holders of record on such record date as may
be fixed by the Board which shall be not more than 45 days prior to the
corresponding payment date.
(b) In the case of any Series B Preferred Share the Issue Date of
which is a date other than the first day of a Distribution Period, or any
other period shorter than a full Distribution Period, the amount of
distributions payable per such Series B Preferred Share shall be computed
ratably on the basis of a 360-day year of twelve 30-day months. Holders of
Series B Preferred Shares shall not be entitled to any distributions,
whether payable in cash, property or shares, in excess of cumulative
distributions as herein provided on the Series B Preferred Shares. No
interest, or sum of money in lieu of interest, shall be payable in respect
of any distribution payment or payments on the Series B Preferred Shares
which may be in arrears.
(c) So long as any of the Series B Preferred Shares is outstanding,
except as described in the immediately following sentence, no distributions
shall be declared or paid or set apart for payment by the Company and no
other distribution of cash or other property shall be declared or made
directly or indirectly by the Company with respect to any class or series
of Parity Shares for any period unless all accumulated, accrued and unpaid
distributions have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for payment
for all past Distribution Periods with respect to the Series B Preferred
Shares. When distributions are not paid in full or a sum sufficient for
such payment is not set apart for payment as provided above, all
distributions declared on the Series B Preferred Shares and all
distributions declared on any other class or series of Parity Shares shall
be declared ratably in proportion to the respective amounts of
distributions accumulated, accrued and unpaid on the Series B Preferred
Shares and on such Parity Shares.
<PAGE>
(d) So long as any of the Series B Preferred Shares is outstanding,
no distributions (other than distributions paid in, or options, warrants or
rights to subscribe for or purchase, Junior Shares) shall be declared or
paid or set apart for payment by the Company and no other distribution of
cash or other property shall be declared or made directly or indirectly by
the Company with respect to any class or series of Junior Shares, nor shall
any Junior Shares be redeemed, purchased or otherwise acquired (other than
a redemption, purchase or other acquisition of Common Shares made for
purposes of an employee incentive or benefit plan of the Company or any
subsidiary) for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any Junior Shares)
directly or indirectly by the Company (except by conversion into or
exchange for Junior Shares), nor shall any other cash or other property
otherwise be paid or distributed to or for the benefit of any holder of
Junior Shares in respect thereof directly or indirectly by the Company
unless in each case (i) all distributions (including all accumulated,
accrued and unpaid distributions) have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof
set apart for payment for all past Distribution Periods with respect to the
Series B Preferred Shares and all past distribution periods with respect to
any Parity Shares and (ii) a sum sufficient for the payment thereof has
been or contemporaneously is paid or set apart for payment of the full
distribution for the current Distribution Period with respect to the Series
B Preferred Shares and the current distribution period with respect to any
Parity Shares.
SECTION 4. LIQUIDATION PREFERENCE.
(a) Upon any liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, before any payment or distribution of the
assets of the Company (whether capital or surplus) shall be made to or set
apart for the holders of Junior Shares, the holders of Series B Preferred
Shares shall be entitled to receive $24.00 per Series B Preferred Share
(the "Liquidation Preference"), plus an amount equal to all distributions
(whether or not earned or declared) accumulated, accrued and unpaid thereon
to the date of final distribution to such holders, if any; but such holders
shall not be entitled to any further payment. Until the holders of the
Series B Preferred Shares have been paid the Liquidation Preference in
full, plus an amount equal to all distributions (whether or not earned or
declared) accumulated, accrued and unpaid thereon to the date of final
distribution to such holders, no payment may be made to any holder of
Junior Shares upon any 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 the proceeds thereof, distributable
among the holders of Series B Preferred Shares are insufficient to pay in
full such preferential amount and liquidating payments on any other class
or series of Parity Shares, then such assets, or the proceeds thereof,
shall be distributed among the holders of Series B Preferred Shares and any
such other Parity Shares ratably in proportion to the respective amounts
which would be payable on such Series B Preferred Shares and any such other
Parity Shares if all amounts payable thereon were paid in full.
(b) Upon any liquidation, dissolution or winding up of the Company,
after payment has been made in full to the holders of Series B Preferred
Shares and any Parity Shares as provided in this Section 4, any other
series or class of Junior Shares shall, subject to the respective terms
thereof, be entitled to receive any and all assets remaining to be paid or
distributed, and the holders of the Series B Preferred Shares and any
Parity Shares shall not be entitled to share therein.
(c) For purposes of this Section 4, (i) a consolidation or merger
of the Company with or into one or more corporations, (ii) a sale or
transfer of all or substantially all of the Company's assets or (iii) a
statutory share exchange shall not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary, of the Company.
<PAGE>
SECTION 5. REDEMPTION AT THE OPTION OF THE COMPANY.
(a) Series B Preferred Shares shall not be redeemable by the
Company prior to the date which is nine years after the date on which the
Company has issued an aggregate 3,125,000 Series B Preferred Shares to the
Investor (the "Final Closing"); PROVIDED, HOWEVER, that if at any time
fewer than 312,500 of the Series B Preferred Shares remain outstanding, the
Company may redeem all, but not less than all of such shares at any time in
the manner provided in this Section 5. On and after the date which is nine
years after the Final Closing, the Company, at its option, may redeem
Series B Preferred Shares, in whole at any time or in part from time to
time, at a redemption price payable in cash equal to the Liquidation
Preference, plus all accrued and unpaid distributions to the Call Date.
(b) Series B Preferred Shares shall be redeemed by the Company on
the date specified in the notice to holders required under Section 5(d)
(the "Call Date"). The Call Date shall be selected by the Company, shall be
specified in the notice of redemption and shall be not less than 30 days
nor more than 60 days after the date notice of redemption is sent by the
Company.
(c) Unless all distributions (including all accumulated, accrued
and unpaid distributions) have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for
payment for all past and current Distribution Periods with respect to the
Series B Preferred Shares and all past and current distribution periods
with respect to any Parity Shares, no Series B Preferred Share may be
redeemed unless all outstanding Series B Preferred Shares are
simultaneously redeemed and neither the Company nor any affiliate of the
Company may purchase or acquire Series B Preferred Shares, except pursuant
to a purchase or exchange offer made on the same terms to all holders of
Series B Preferred Shares.
(d) If the Company redeems Series B Preferred Shares pursuant to
Section 5(a), notice of such redemption shall be given to each holder of
record of shares to be redeemed. Such notice shall be provided by first
class mail, postage prepaid, at such holder's address as it appears on the
share records of the Company. Neither the failure to mail any notice
required by this paragraph (d), nor any defect therein or in the mailing
thereof to any particular holder, shall affect the sufficiency of the
notice or the validity of the proceedings for redemption with respect to
any other holders. Any notice which was mailed in the manner herein
provided shall be conclusively presumed to have been duly given on the date
mailed whether or not the holder receives the notice. Each such notice
shall state, as appropriate: (i) the Call Date; (ii) the number of Series B
Preferred Shares to be redeemed and, if fewer than all shares held by such
holder are to redeemed, the number of shares to be redeemed from such
holder; (iii) the place or places at which certificates representing such
shares are to be surrendered for cash; and (iv) the then-current Conversion
Price. If the Company has mailed notice of the redemption of Series B
Preferred Shares as provided above, then from and after the Call Date
(unless the Company fails to make available the amount of cash necessary to
effect such redemption), (A) except as otherwise provided herein,
distributions shall cease to accumulate or accrue on the shares called for
redemption (except that, in the case of a Call Date which falls after a
distribution record date and prior to the related Distribution Payment
Date, holders of Series B Preferred Shares on the distribution record date
shall be entitled on such Distribution Payment Date to receive the
distribution payable on such shares), (B) such shares shall no longer be
deemed to be outstanding and (C) all rights of the holders thereof as
holders of Series B Preferred Shares shall cease (except the rights to
receive the cash payable upon such redemption, without interest thereon,
upon surrender and endorsement of their certificates if so required and to
receive any distributions payable thereon). The Company's obligation to
make available the redemption price in accordance with the preceding
sentence shall be deemed fulfilled if, on or before the Call Date, the
Company deposits with a bank or trust company that has, or is an affiliate
<PAGE>
of a bank or trust company that has, capital and surplus of at least
$50,000,000, such amount of cash as is necessary for such redemption, in
trust, with irrevocable instructions that such cash be applied to the
redemption of the shares called for redemption. No interest shall accrue
for the benefit of the holders of Series B Preferred Shares to be redeemed
on any cash so set aside by the Company. Subject to applicable escheat
laws, any such cash unclaimed at the end of two years from the Call Date
shall revert to the general funds of the Company, after which reversion the
holders of Series B Preferred Shares so called for redemption shall look
only to the general funds of the Company for the payment of such cash.
As promptly as practicable after the surrender in accordance with
such notice of the certificates representing any Series B Preferred Shares
to be redeemed (properly endorsed or assigned for transfer, if the Company
so requires and the notice so states), such certificates shall be exchanged
for cash (without interest thereon) for which such shares have been
redeemed in accordance with such notice. If fewer than all outstanding
Series B Preferred Shares are to be redeemed, the shares to be redeemed
shall be selected by the Company from outstanding Series B Preferred Shares
not previously called for redemption by lot or, with respect to the number
of Series B Preferred Shares held of record by each holder of such shares,
pro rata (as nearly as may be) or by any other method as may be determined
by the Board in its discretion to be equitable. If fewer than all Series B
Preferred Shares represented by any certificate are redeemed, then a new
certificate representing the unredeemed shares shall be issued without cost
to the holder thereof.
SECTION 6. STATUS OF REACQUIRED SHARES. All Series B Preferred
Shares which are issued and reacquired in any manner by the Company
(including Series B Preferred Shares which are surrendered for conversion
into Common Shares) shall be returned to the status of authorized but
unissued shares of beneficial interest of the Company, without designation
as to class or series.
SECTION 7. CONVERSION. Holders of Series B Preferred Shares shall
have the right to convert all or a portion of such shares into Common
Shares, as follows:
(a) Subject to and upon compliance with the provisions of this
Section 7, a holder of Series B Preferred Shares shall have the right, at
such holder's option, at any time following the earliest to occur of (i)
the sixty first day after such holder provides the Company with written
notice of its intent to convert Series B Preferred Shares, provided that
such holder may not provide such notice prior to 119 days following the
Initial Issue Date, (ii) the first day on which a Change of Control occurs,
(iii) the occurrence of a REIT Termination Event, (iv) a default in the
payment of distributions on the Series B Preferred Shares, (v) a reduction
in the indicated rate of distributions on the Common Shares, or (vi) a
material breach by the Company of any representation, warranty, or covenant
contained in the Preferred Share Purchase Agreement dated as of February
20, 1998 by and among the Company, Security Capital Preferred Growth
Incorporated, a Maryland corporation, and AMLI Residential Properties,
L.P., a Delaware limited partnership (such date being referred to herein as
the "Conversion Date"), to convert all or any portion of such shares into
the number of fully paid and non-assessable shares of Common Shares
obtained by dividing the aggregate Liquidation Preference of such shares
(excluding any accrued but unpaid distributions) by the Conversion Price
(as in effect at the time and on the date provided for in the last
paragraph of paragraph (b) of this Section 7 by surrendering such shares to
be converted, such surrender to be made in the manner provided in paragraph
(b) of this Section 7; PROVIDED, HOWEVER, that the right to convert shares
called for redemption pursuant to Section 5 shall terminate at the close of
business on the fifth Business Day prior to the Call Date fixed for such
redemption, unless the Company shall default in making payment of the cash
payable upon such redemption under Section 5.
<PAGE>
"Change of Control" means each occurrence of any of the following:
(i) the acquisition, directly or indirectly, by any individual or entity or
group (as such term is used in Section 13(d)(3) of the Exchange Act) (other
than the Investor, Gregory T. Mutz, UICI, a Texas corporation, Amli Realty
Co., a Delaware corporation, Ronald L. Jensen, or any of their respective
Affiliates) of beneficial ownership (as defined in Rule 13d-3 under the
Exchange Act, except that such individual or entity shall be deemed to have
beneficial ownership of all shares which any such individual or entity has
the right to acquire, whether such right is exercisable immediately or only
after passage of time) of the Company's outstanding shares of beneficial
interest with voting power, under ordinary circumstances, to cast more than
25% of the votes entitled to be cast to elect trustees of the Company; (ii)
other than with respect to the election, resignation or replacement of any
trustee designated, appointed or elected by the holders of the Series B
Preferred Shares (each a "Preferred Trustee"), during any period of two
consecutive years, individuals who at the beginning of such period
constituted the Board (together with any new trustees whose election by
such Board or whose nomination for election by the shareholders of the
Company was approved by a vote of two-thirds of the trustees of the Company
(excluding Preferred Trustees) then still in office who were either
trustees at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute
a majority of the Board then in office; and (iii) (A) the Company
consolidating with or merging into another entity or conveying,
transferring or leasing all or substantially all of its assets (including,
but not limited to, real property investments) to any individual or entity
or (B) any entity consolidating with or merging into the Company, which in
either event (A) or (B) is pursuant to a transaction in which the
outstanding voting shares of beneficial interest of the Company are
reclassified or changed into or exchanged for cash, securities or other
property; PROVIDED, HOWEVER, that the events described in clause (iii)
shall not be deemed to be a Change of Control (X) if the sole purpose of
such event is that the Company is seeking to change its domicile or to
change its form of organization from a real estate investment trust to a
statutory business trust or corporation or (Y) if the holders of the
exchanged securities of the Company immediately after such transaction
beneficially own at least a majority of the securities of the surviving
entity normally entitled to vote in elections of trustees.
(b) In order to exercise the conversion right, the holder of each
Series B Preferred Share to be converted shall surrender the certificate
representing such share, duly endorsed or assigned to the Company or in
blank, at the office of the Transfer Agent, accompanied by written notice
to the Company that such holder elects to convert such Series B Preferred
Shares. Unless the Common Shares issuable on conversion are to be issued
in the same name as the name in which such Series B Preferred Share is
registered, each share surrendered for conversion shall be accompanied by
instruments of transfer, in form satisfactory to the Company, duly executed
by the holder or such holder's duly authorized attorney and an amount
sufficient to pay any transfer or similar tax (or evidence reasonably
satisfactory to the Company demonstrating that such taxes have been paid).
Holders of Series B Preferred Shares at the close of business on a
distribution payment record date shall be entitled to receive the
distribution payable on such shares on the corresponding Distribution
Payment Date notwithstanding the conversion thereof following such
distribution payment record date and prior to such Distribution Payment
Date. Except as provided above, the Company shall make no payment or
allowance for unpaid distributions, whether or not in arrears, on converted
shares or for distributions on the Common Shares issued upon such
conversion.
As promptly as practicable after the surrender of certificates
representing Series B Preferred Shares as provided above, the Company shall
issue and deliver at such office to such holder, or send on such holder's
written order, a certificate or certificates for the number of full Common
Shares issuable upon conversion of such Series B Preferred Shares in
accordance with the provisions of this Section 7, and any fractional
<PAGE>
interest in respect of a Common Share arising upon such conversion shall be
settled as provided in Section 7(c).
Each conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which the certificates for
Series B Preferred Shares have been surrendered and such notice has been
received by the Company as provided above, and the Person or Persons in
whose name or names any certificate or certificates for Common Shares are
issuable upon such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby at such time on such
date and such conversion shall be at the Conversion Price in effect at such
time on such date unless the share transfer books of the Company are closed
on such date, in which event such Person or Persons shall be deemed to have
become such holder or holders of record at the close of business on the
next succeeding day on which such share transfer books are open, but such
conversion shall be at the Conversion Price in effect on the date on which
such shares were surrendered and such notice was received by the Company.
If the distribution payment record dates for the Series B Preferred Shares
and Common Shares do not coincide, and the preceding sentence does not
operate to ensure that a holder of Series B Preferred Shares whose shares
are converted into Common Shares does not receive distributions on both the
Series B Preferred Shares and the Common Shares into which such shares are
converted for the same Distribution Period, then notwithstanding anything
herein to the contrary, it is the intent, and the Transfer Agent is
authorized to ensure, that no conversion after the earlier of such record
dates will be accepted until after the later of such record dates.
(c) No fractional Common Share or scrip representing fractions of a
Common Share shall be issued upon conversion of Series B Preferred Shares.
Instead of any fractional interest in a Common Share which would otherwise
be deliverable upon conversion of a share of Series B Preferred Shares, the
Company shall pay to the holder of such share an amount in cash based upon
the Current Market Price of the Common Shares on the Trading Day
immediately preceding the date of conversion. If more than one share is
surrendered for conversion at one time by the same holder, the number of
full Common Shares issuable upon conversion thereof shall be computed on
the basis of the aggregate number of Series B Preferred Shares so
surrendered.
(d) The Conversion Price shall be adjusted from time to time as
follows:
(i) If the Company after the Initial Issue Date (A) makes a
distribution on any of its shares of beneficial interest in Common Shares,
(B) subdivides its outstanding Common Shares into a greater number of
shares, (C) combines its outstanding Common Shares into a smaller number of
shares or (D) issues any shares by reclassification of its outstanding
Common Shares, the Conversion Price in effect at the opening of business on
the day following the date fixed for the determination of holders of
beneficial interest entitled to receive such distribution or at the opening
of business on the day following the day on which such subdivision,
combination or reclassification becomes effective, as the case may be,
shall be adjusted so that the holder of any Series B Preferred Share
thereafter surrendered for conversion shall be entitled to receive the
number of Common Shares (or fraction of a Common Share) which such holder
would have owned or been entitled to receive after the happening of any of
the events described above if such Series B Preferred Share had been
converted immediately prior to the record date in the case of a
distribution or the effective date in the case of a subdivision,
combination or reclassification. An adjustment made pursuant to this
paragraph (i) shall become effective immediately after the opening of
business on the day next following the record date (except as provided in
Section 7(h)) in the case of a distribution or distribution and shall
become effective immediately after the opening of business on the day next
following the effective date in the case of a subdivision, combination or
reclassification.
<PAGE>
(ii) If the Company after the Initial Issue Date issues
rights, options or warrants to all holders of Common Shares entitling them
(for a period expiring within 45 days after the record date described
below) to subscribe for or purchase Common Shares at a price per share less
than 94% (100% if a stand-by underwriter is used which charges the Company
a commission) of the Fair Market Value per Common Share on the record date
for the determination of holders of beneficial interest entitled to receive
such rights, options or warrants, then the Conversion Price in effect at
the opening of business on the day next following such record date shall be
adjusted to equal the price determined by multiplying (A) the Conversion
Price in effect immediately prior to the opening of business on the day
following such record date by (B) a fraction, the numerator of which shall
be the sum of (1) the number of Common Shares outstanding on the close of
business on such record date and (2) the number of shares which could be
purchased at 94% (100% if a stand-by underwriter is used which charges the
Company a commission) of such Fair Market Value from the aggregate proceeds
to the Company from the exercise of such rights, options or warrants for
Common Shares, and the denominator of which shall be the sum of (3) the
number of Common Shares outstanding on the close of business on such record
date and (4) the number of additional Common Shares offered for
subscription or purchase pursuant to such rights, options or warrants. Such
adjustment shall become effective immediately after the opening of business
on the day next following such record date (except as provided in
Section 7(h)). In determining whether any rights, options or warrants
entitle the holders of Common Shares to subscribe for or purchase Common
Shares at less than 94% (100% if a stand-by underwriter is used which
charges the Company a commission) of such Fair Market Value, there shall be
taken into account any consideration received by the Company upon issuance
and upon exercise of such rights, options or warrants, the value of such
consideration, if other than cash, to be determined in good faith by the
Board.
(iii) If the Company after the Initial Issue Date makes a
distribution on its Common Shares other than in cash or Common Shares
(including any distribution in securities (other than rights, options or
warrants referred to in paragraph (ii) of Section 7(d)) (each of the
foregoing being referred to herein as a "property distribution"), then the
Conversion Price in effect at the opening of business on the day next
following the record date for determination of holders of beneficial
interest entitled to receive such property distribution shall be adjusted
to equal the price determined by multiplying (A) the Conversion Price in
effect immediately prior to the opening of business on the day following
the record date by (B) a fraction, the numerator of which shall be the
difference between (1) the number of Common Shares outstanding on the close
of business on the record date and (2) the number of shares determined by
dividing (x) the aggregate value of the property being distributed by
(y) the Fair Market Value per Common Share on the record date, and the
denominator of which shall be the number of Common Shares outstanding on
the close of business on the record date. Such adjustment shall become
effective immediately after the opening of business on the day next
following such record date (except as provided below). The value of the
property being distributed shall be determined in good faith by the Board;
provided, however, that, if the property being distributed is a publicly
traded security, its value shall be calculated in accordance with the
procedure for calculating the Fair Market Value of a Common Share
(calculated for a period of five consecutive Trading Days commencing on the
twentieth Trading Day after the property distribution). Neither the
issuance by the Company of rights, options or warrants to subscribe for or
purchase securities of the Company nor the exercise thereof shall be deemed
a property distribution under this paragraph (iii).
(iv) If the Company after the Initial Issue Date acquires,
pursuant to an issuer or self tender offer, all or any portion of the
outstanding Common Shares and such tender offer involves the payment of
consideration per Common Share having a fair market value (as
<PAGE>
determined in good faith by the Board), at the last time (the
"Expiration Time") tenders may be made pursuant to such offer, which
exceeds the Current Market Price per Common Share on the Trading Day next
succeeding the Expiration Time, then the Conversion Price in effect on the
opening of business on the Trading Day next succeeding the Expiration Time
shall be adjusted to equal the price determined by multiplying (A) the
Conversion Price in effect immediately prior to the Expiration Time by
(B) a fraction, the numerator of which shall be (1) the number of Common
Shares outstanding (including the shares acquired in the tender offer (the
"Acquired Shares")) immediately prior to the Expiration Time, multiplied by
(2) the Current Market Price per Common Share on the Trading Day next
succeeding the Expiration Time, and the denominator of which shall be the
sum of (3) the fair market value (determined as provided above) of the
aggregate consideration paid to acquire the Acquired Shares and (4) the
product of (x) the number of Common Shares outstanding (less any Acquired
Shares) at the Expiration Time, multiplied by (y) the Current Market Price
per Common Share on the Trading Day next succeeding the Expiration Time.
(v) No adjustment to the Conversion Price shall be required
unless such adjustment would require a cumulative increase or decrease of
at least 1% in such price; provided, however, that any adjustments which by
reason of this paragraph (v) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment until made; and
provided, further, that any adjustment shall be required and made in
accordance with the provisions of this Section 7 (other than this
paragraph (v)) not later than such time as may be required in order to
preserve the tax-free nature of a distribution to the holders of Common
Shares. Notwithstanding any other provisions of this Section 7, the
Company shall not be required to make any adjustment to the Conversion
Price for the issuance of (A) any Common Shares pursuant to any plan
providing for the reinvestment of distributions or interest payable on
securities of the Company and the investment of optional amounts in Common
Shares under such plan or (B) any options, rights or Common Shares pursuant
to any share option, share purchase or other share-based plan maintained by
the Company. All calculations under this Section 7 shall be made to the
nearest cent (with $0.005 and above being rounded upward) or to the nearest
one-tenth of a share (with 0.05 of a share being rounded upward), as the
case may be. Anything in this Section 7(d) to the contrary notwithstanding,
the Company shall be entitled, to the extent permitted by law, to make such
reductions in the Conversion Price, in addition to those required by this
Section 7(d), as it in its discretion determines to be advisable in order
that any share distributions, subdivision of shares, reclassification or
combination of shares, distribution of rights or warrants to purchase share
or securities, or a distribution of other assets (other than cash
distributions) hereafter made by the Company to its holders of beneficial
interest are not taxable, or if that is not possible, to diminish any
income taxes which are otherwise payable because of such event.
(e) If the Company is a party to any transaction (including without
limitation a merger, consolidation, statutory share exchange, issuer or
self tender offer for at least 30% of the Common Shares outstanding, a sale
of all or substantially all of the Company's assets or a recapitalization
of the Common Shares, but excluding any transaction as to which
paragraph (i) of Section 7(d) applies) (each of the foregoing being
referred to herein as a "Transaction"), in each case as a result of which
Common Shares are converted into the right to receive shares, securities or
other property (including cash or any combination thereof), each share of
Series B Preferred Shares which is not converted into the right to receive
shares, securities or other property in connection with such Transaction
shall thereupon be convertible into the kind and amount of shares,
securities and other property (including cash or any combination thereof)
receivable upon such consummation by a holder of that number of Common
Shares into which one share of Series B Preferred Shares was convertible
<PAGE>
immediately prior to such Transaction (without giving effect to any
Conversion Price adjustment pursuant to paragraph (iv) of Section 7(d)).
The Company shall not be a party to any Transaction unless the terms of
such Transaction are consistent with the provisions of this Section 7(e),
and it shall not consent or agree to the occurrence of any Transaction
until the Company has entered into an agreement with the successor or
purchasing entity, as the case may be, for the benefit of the holders of
the Series B Preferred Shares which contains provisions enabling the
holders of the Series B Preferred Shares which remain outstanding after
such Transaction to convert into the consideration received by holders of
Common Shares at the Conversion Price in effect immediately prior to such
Transaction. The provisions of this Section 7(e) shall similarly apply to
successive Transactions.
(f) If:
(i) the Company declares a distribution on the Common Shares
(other than cash distributions); or
(ii) the Company authorizes the granting to all holders of
Common Shares of rights or warrants to subscribe for or purchase any shares
of any class or series or any other rights or warrants; or
(iii) there is any reclassification of the outstanding Common
Shares or any consolidation or merger to which the Company is a party and
for which approval of any holders of beneficial interest of the Company is
required, or a statutory share exchange, or an issuer or self tender offer
for at least 30% of the outstanding Common Shares (or an amendment thereto
changing the maximum number of shares sought or the amount or type of
consideration being offered therefor has been adopted), or the sale or
transfer of all or substantially all of the assets of the Company as an
entirety; or
(iv) there occurs the voluntary or involuntary liquidation,
dissolution or winding up of the Company,
then the Company shall cause to be filed with the Transfer Agent and shall
cause to be mailed to each holder of Series B Preferred Shares at such
holder's address as shown on the share records of the Company, as promptly
as possible, a notice stating (A) the record date for the payment of such
distribution or rights or warrants, or, if a record date is not
established, the date as of which the holders of Common Shares of record to
be entitled to such distribution or rights or warrants are to be determined
or (B) the date on which such reclassification, consolidation, merger,
statutory share exchange, sale, transfer, liquidation, dissolution or
winding up is expected to become effective, and the date as of which it is
expected that holders of Common Shares of record shall be entitled to
exchange their Common Shares for securities or other property, if any,
deliverable upon such reclassification, consolidation, merger, statutory
share exchange, sale, transfer, liquidation, dissolution or winding up or
(C) the date on which such tender offer commenced, the date on which such
tender offer is scheduled to expire unless extended, the consideration
offered and the other material terms thereof (or the material terms of any
amendment thereto). Failure to give or receive such notice or any defect
therein shall not affect the legality or validity of the proceedings
described in this Section 7.
(g) Whenever the Conversion Price is adjusted as herein provided,
the Company shall promptly file with the Transfer Agent an officer's
certificate setting forth the Conversion Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment
which certificate shall be conclusive evidence of the correctness of such
adjustment absent manifest error. Promptly after delivery of such
certificate, the Company shall prepare a notice of such adjustment of the
<PAGE>
Conversion Price setting forth the adjusted Conversion Price and the date
such adjustment becomes effective and shall mail such notice of such
adjustment of the Conversion Price to each holder of Series B Preferred
Shares at such holder's last address as shown on the share records of the
Company.
(h) In any case in which Section 7(d) provides that an adjustment
shall become effective on the day next following the record date for an
event, the Company may defer until the occurrence of such event (i) issuing
to the holder of any Series B Preferred Share converted after such record
date and before the occurrence of such event the additional Common Shares
issuable upon such conversion by reason of the adjustment required by such
event over and above the Common Shares issuable upon such conversion before
giving effect to such adjustment and (ii) paying to such holder any amount
of cash in lieu of any fraction pursuant to Section 7(c).
(i) There shall be no adjustment of the Conversion Price in case of
the issuance of any shares of beneficial interest of the Company in a
reorganization, acquisition or other similar transaction except as
specifically set forth in this Section 7.
(j) If the Company takes any action affecting the Common Shares,
other than action described in this Section 7, which in the opinion of the
Board would materially and adversely affect the conversion rights of the
holders of Series B Preferred Shares, the Conversion Price for the Series B
Preferred Shares may be adjusted, to the extent permitted by law, in such
manner, if any, and at such time as the Board, in its sole discretion, may
determine to be equitable under the circumstances.
(k) The Company shall at all times reserve and keep available, free
from preemptive rights, out of its authorized but unissued Common Shares
solely for the purpose of effecting conversion of the Series B Preferred
Shares, the full number of Common Shares deliverable upon conversion of all
outstanding Series B Preferred Shares not theretofore converted into Common
Shares. For purposes of this Section 7(k), the number of Common Shares
which are deliverable upon conversion of all outstanding Series B Preferred
Shares shall be computed as if at the time of computation all such
outstanding shares were held by a single holder (and without regard to the
Ownership Limit set forth in the Declaration of Trust).
The Company covenants that any Common Share issued upon conversion of
the Series B Preferred Shares shall be validly issued, fully paid and
nonassessable.
The Company shall use its best efforts to list the Common Shares
required to be delivered upon conversion of the Series B Preferred Shares,
prior to such delivery, on each national securities exchange, if any, on
which the outstanding Common Shares are listed at the time of such
delivery.
(l) The Company shall pay any and all documentary stamp or similar
issue or transfer taxes payable in respect of the issuance or delivery of
Common Shares or other securities or property on conversion or redemption
of Series B Preferred Shares pursuant hereto; provided, however, that the
Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance or delivery of Common
Shares or other securities or property in a name other than that of the
holder of the Series B Preferred Shares to be converted or redeemed, and no
such issuance or delivery shall be made unless and until the Person
requesting such issuance or delivery has paid to the Company the amount of
any such tax or established, to the reasonable satisfaction of the Company,
that such tax has been paid.
(m) In addition to any other adjustment required hereby, to the
extent permitted by law, the Company from time to time may decrease the
Conversion Price by any amount, permanently or for a period of at least
twenty Business Days, if the decrease is irrevocable during the period.
<PAGE>
(n) Notwithstanding anything to the contrary contained in this
Section 7, conversion of Series B Preferred Shares pursuant to this
Section 7 shall be permitted only to the extent that such conversion would
not result in a violation of the Ownership Limit (as defined in the
Declaration of Trust), after taking into account any waiver of such
limitation granted to any holder of Series B Preferred Shares.
SECTION 8. RANKING. Any class or series of shares of the Company
shall be deemed to rank:
(a) senior to the Series B Preferred Shares, as to the payment of
distributions and as to the distribution of assets upon liquidation,
dissolution or winding up, if the holders of such class or series are
entitled to the receipt of distributions or amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in preference
or priority to the holders of Series B Preferred Shares ("Senior Shares");
(b) on a parity with the Series B Preferred Shares, as to the
payment of distributions and as to the distribution of assets upon
liquidation, dissolution or winding up, whether or not the distribution
rates, distribution payment dates or redemption or liquidation prices per
share thereof are different from those of the Series B Preferred Shares, if
the holders of such class or series and the Series B Preferred Shares are
entitled to the receipt of distributions and amounts distributable upon
liquidation, dissolution or winding up in proportion to their respective
amounts of accrued and unpaid distributions per share or liquidation
preferences, without preference or priority one over the other ("Parity
Shares"); and
(c) junior to the Series B Preferred Shares, as to the payment of
distributions or as to the distribution of assets upon liquidation,
dissolution or winding up, if such class or series is Common Shares or if
the holders of Series B Preferred Shares are entitled to the receipt of
distributions or amounts distributable upon liquidation, dissolution or
winding up, as the case may be, in preference or priority to the holders of
shares of such class or series ("Junior Shares").
Any class or series of preferred shares shall be deemed to be Senior Shares
for all purposes of these Articles Supplementary unless such preferred
shares expressly provide by their terms that they are Parity Shares or
Junior Shares.
SECTION 9 VOTING.
(a) If and whenever (i) four quarterly distributions (whether or
not consecutive) payable on the Series B Preferred Shares are in arrears
(which shall, with respect to any such quarterly distribution, mean that
any such distribution has not been paid in full), whether or not earned or
declared, (ii) for four consecutive quarterly Distribution Periods, the
Company fails to pay distributions on the Common Shares in an amount per
share at least equal to $0.418 per share per quarter (subject to adjustment
consistent with any adjustment of the Conversion Price pursuant to
Section 7(d)) (the "Base Common Share Distribution") or (iii) the Company
fails to satisfy the test set forth in Section 12(a), then the number of
trustees then constituting the Board shall be increased by two (or by three
if the number of trustees then constituting the Board is ten or more
(without including any trustees elected pursuant to this Section 9(a)) and
the holders of Series B Preferred Shares, together with the holders of
every other series or class of Parity Shares (with any other such series,
the "Voting Preferred Shares"), voting as a single class regardless of
series, shall be entitled to elect the additional trustees to serve on the
Board at any annual meeting of holders of beneficial interest or a special
meeting held in lieu thereof, or at a special meeting of the holders of the
Series B Preferred Shares and the Voting Preferred Shares called as
<PAGE>
hereinafter provided. Whenever (A) in the case of an arrearage in
distributions described in clause (i), all distributions in arrears on the
Series B Preferred Shares and the Voting Preferred Shares then outstanding
have been paid and a sum sufficient for the payment thereof has been set
apart for payment of the distribution for the current distribution for two
consecutive quarterly Distribution Periods, (B) in the case of an arrearage
in distributions described in clause (ii), the Company makes a quarterly
distribution payment on the Common Shares in an amount per share equal to
or exceeding the Base Common Share Distribution for two consecutive
quarterly Distribution Periods, or (C) in the case of a failure described
in clause (iii), the Company satisfies the test set forth in Section 12(a)
for two consecutive fiscal quarters, then the right of the holders of the
Series B Preferred Shares and the Voting Preferred Shares to elect such
additional trustees shall cease (but subject always to the same provision
for the vesting of such voting rights in the case of any similar future
arrearages), and the terms of office of all Persons elected as trustees by
the holders of the Series B Preferred Shares and the Voting Preferred
Shares shall forthwith terminate and the number of trustees constituting
the Board shall be reduced accordingly. At any time after such voting
power shall have been so vested in the holders of Series B Preferred Shares
and the Voting Preferred Shares, the Secretary of the Company may, and upon
the written request of any holder of Series B Preferred Shares (addressed
to the Secretary at the principal office of the Company) shall, call a
special meeting of the holders of the Series B Preferred Shares and the
Voting Preferred Shares for the election of the two (or three if the number
of trustees then constituting the Board is ten or more) trustees to be
elected by them as herein provided, such call to be made by notice similar
to that provided in the Bylaws of the Company for a special meeting of the
holders of beneficial interest or as required by law. If any such special
meeting required to be called as above provided shall not be called by the
Secretary within 20 days after receipt of any such request, then any holder
of Series B Preferred Shares may call such meeting, upon the notice above
provided, and for that purpose shall have access to the share records of
the Company. The trustees elected at such special meeting shall hold office
until the next annual meeting of the holders of beneficial interest or
special meeting held in lieu thereof if such office has not previously
terminated as provided above. If any vacancy occurs among the trustees
elected by the holders of the Series B Preferred Shares and the Voting
Preferred Shares, a successor shall be elected by the Board, upon the
nomination of the then-remaining director elected by the holders of the
Series B Preferred Shares and the Voting Preferred Shares or the successor
of such remaining director, to serve until the next annual meeting of the
holders of beneficial interest or special meeting held in lieu thereof if
such office has not previously terminated as provided above.
(b) So long as any of the Series B Preferred Shares is outstanding,
in addition to any other vote or consent of holders of beneficial interest
required by law or by the Declaration of Trust of the Company, the
affirmative vote of at least two-thirds of the votes entitled to be cast by
the holders of the Series B Preferred Shares, given in person or by proxy,
either in writing without a meeting or by vote at any meeting called for
the purpose, shall be necessary for effecting or validating:
(i) Any amendment, alteration or repeal of any of the
provisions of these Articles Supplementary, the Declaration of Trust or the
By-Laws of the Company which materially and adversely affects the voting
powers, rights or preferences of the holders of the Series B Preferred
Shares; provided, however, that the amendment of the provisions of the
Declaration of Trust so as to authorize or create, or to increase the
authorized amount of, any Junior Shares or any class of Senior Shares or
Parity Shares shall not be deemed to materially adversely affect the voting
powers, rights or preferences of the holders of Series B Preferred Shares;
or
<PAGE>
(ii) The authorization, reclassification or creation of, the
increase in the authorized amount of, or the issuance of, any class of
Senior Shares or any security convertible into any class of Senior Shares
(whether or not such class of Senior Shares is currently authorized);
PROVIDED, HOWEVER, that no such vote of the holders of Series B Preferred
Shares shall be required if either: (A) at or prior to the time when such
amendment, alteration or repeal is to take effect, or when the issuance of
any such Senior Shares or convertible security is to be made, as the case
may be, provision is made for the redemption of all Series B Preferred
Shares at the time outstanding, if the Series B Preferred Shares are then
redeemable at the option of the Company; or (B) after giving effect to the
issuance of such Senior Shares proposed to be so authorized, reclassified,
created, increased or issued and (if known) the application of the net
proceeds therefrom, the Company continues to be in compliance with Section
12 hereof.
For purposes of the foregoing provisions and all other voting rights
under these Articles Supplementary, each Series B Preferred Share shall
have one vote per share, except that when any other class or series of
preferred shares of beneficial interest shall have the right to vote with
the Series B Preferred Shares as a single class on any matter, then the
Series B Preferred Shares and such other class or series shall have with
respect to such matters one vote per $100 of stated liquidation preference.
Except as otherwise required by applicable law or as set forth herein, the
Series B Preferred Shares shall not have any relative, participating,
optional or other special voting rights and powers other than as set forth
herein, and the consent of the holders thereof shall not be required for
the taking of any corporate action.
SECTION 10. RECORD HOLDERS. The Company and the Transfer Agent may
deem and treat the record holder of any Series B Preferred Shares as the
true and lawful owner thereof for all purposes, and neither the Company nor
the Transfer Agent shall be affected by any notice to the contrary.
SECTION 11. OWNERSHIP RESTRICTIONS. The Series B Preferred Shares
shall be subject to the restrictions and limitations set forth in Article 3
of the Declaration of Trust, subject to waiver thereof by the Board.
SECTION 12. FIXED CHARGE COVERAGE.
(a) So long at least 312,500 Series B Preferred Shares are
outstanding, without the written consent of the holders of two-thirds of
the outstanding Series B Preferred Shares, neither the Company nor any
subsidiary of the Company may issue any preferred securities of such entity
or incur any additional indebtedness for borrowed money if immediately
following such issuance or incurrence and after giving effect to such
issuance or incurrence and the application of the net proceeds therefrom
the Company's ratio of aggregate Consolidated EBITDA to aggregate
Consolidated Fixed Charges for the four fiscal quarters immediately
preceding such issuance would be less than 1.625 to 1.
(b) "Consolidated EBITDA" for any period shall mean the
consolidated net income of the Company (before minority interest,
extraordinary items and other gains and losses) as reported in the
Company's financial statements filed with the Securities and Exchange
Commission increased by the sum of the following (without duplication):
(i) all income and state franchise taxes paid or accrued
according to generally accepted accounting principles ("GAAP") for such
period (other than income taxes attributable to extraordinary, unusual or
non-recurring gains or losses except to the extent that such gains were not
included in Consolidated EBITDA);
<PAGE>
(ii) all interest expense paid or accrued in accordance with
GAAP for such period (including financing fees and amortization of deferred
financing fees and amortization of original issue discount);
(iii) depreciation and depletion reflected in such reported net
income;
(iv) amortization reflected in such reported net income
including, without limitation, amortization of capitalized debt issuance
costs (only to the extent that such amounts have not been previously
included in the amount of Consolidated EBITDA pursuant to clause (ii)
above), goodwill, other intangibles and management fees;
(v) any fees (to the extent such fees were treated as
expenses in the calculation of the consolidated net income of the Company)
with respect to any interest rate protection agreement (including, without
limitation, interest rate swaps, caps, floors, collars and similar
agreements) and/or other types of interest hedging agreements and any
currency protection agreement (including foreign exchange contracts,
currency swap agreements and other currency hedging arrangements)
(collectively, "Hedging Costs"); and
(vi) any other non-cash charges or discretionary prepayment
penalties, to the extent deducted from consolidated net income (including,
but not limited to, income allocated to minority interests).
(c) "Consolidated Fixed Charges" for any period means the sum of:
(i) all interest expense paid or accrued in accordance with
GAAP for such period (including financing fees and amortization of deferred
financing fees and amortization of original issue discount;
(ii) preferred share distribution requirements for such
period, whether or not declared or paid; and
(iii) Hedging Costs.
SECTION 13. SINKING FUND. The Series B Preferred Shares shall not be
entitled to the benefit of any retirement or sinking fund.
SECOND: The Series B Preferred Shares have been classified and
designated by the Board under the authority contained in Article 2 of the
Declaration of Trust.
THIRD: These Articles Supplementary have been approved by the Board
in the manner and by the vote required by law.
FOURTH: The undersigned President acknowledges these Articles
Supplementary to be the act of the Company and, as to all other matters or
facts required to be verified under oath, acknowledges that to the best of
his knowledge, information and belief, these matters and facts are true in
all material respects and that this statement is made under the penalties
for perjury.
<PAGE>
IN WITNESS WHEREOF, the Company has caused these Articles
Supplementary to be signed in its name and on its behalf by its President
and attested to by its Secretary on this 23rd day of February, 1998.
AMLI RESIDENTIAL PROPERTIES TRUST
By:/s/ Allan J. Sweet
----------------------------
Allan J. Sweet, President
ATTEST:
/s/ Charlotte A. Sparrow
- -----------------------------------
Secretary
EXHIBIT 10.1
- ------------
FOURTH AMENDMENT TO
AMLI RESIDENTIAL PROPERTIES, L.P.
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
This Amendment, dated as of March 9, 1998, amends the Amended and
Restated Agreement of Limited Partnership, dated as of February 15, 1994,
as amended by the First Amendment thereto, dated as of July 3, 1995, the
Second Amendment thereto, dated as of January 30, 1996 and the Third
Amendment thereto, dated July 31, 1996 (as so amended the "PARTNERSHIP
AGREEMENT"), of Amli Residential Properties, L.P., a Delaware limited
partnership (the "PARTNERSHIP"), by and among Amli Residential Properties
Trust, a Maryland real estate investment trust, as the general partner (the
"GENERAL PARTNER"), and the Persons whose names are set forth on Exhibit A
to the Partnership Agreement, as the Limited Partners (the "LIMITED
PARTNERS"), together with any other Persons who become Partners in the
Partnership as provided in the Partnership Agreement.
W I T N E S E T H:
WHEREAS, the Partnership is a Delaware limited partnership existing
under the Delaware Revised Uniform Limited Partnership Act (the "ACT")
pursuant to the Partnership Agreement;
WHEREAS, the General Partner is issuing Series B Preferred Shares (as
defined below);
WHEREAS, the General Partner will contribute the net proceeds of the
issuance of Series B Preferred Shares as a Capital Contribution to the
Partnership;
WHEREAS, SECTION 4.2(b) of the Partnership Agreement provides as
follows:
"The Partnership also may from time to time issue to the
General Partner additional Partnership Units or other Partnership Interests
in one or more classes, or one or more series of any of such classes, with
such designations, preferences and relative, participating, optional or
other special rights, powers and duties, including rights, powers and
duties senior to Limited Partnership Interests, all as shall be determined
by the General Partner, subject to Delaware law, including, without
limitation, with respect to (i) the allocations of items of Partnership
income, gain, loss, deduction and credit to each such class or series of
Partnership Interests, (ii) the right of each such class or series of
Partnership Interests to share in Partnership distributions, and (iii) the
rights of each such class or series of Partnership Interests upon
dissolution and liquidation of the Partnership; PROVIDED that (x) the
additional Partnership Interests are issued in connection with an issuance
of shares of the General Partner, which shares have designations,
preferences and other rights, all such that the economic interests are
substantially similar to the designations, preferences and other rights of
the additional Partnership Interests issued to the General Partner in
accordance with this SECTION 4.2(b), and (y) the General Partner shall make
a Capital Contribution to the Partnership in an amount equal to the net
proceeds raised in connection with the issuance of such shares of the
General Partner."
WHEREAS, SECTION 14.1(b)(3) of the Partnership Agreement provides
that the General Partner shall have the power, without the consent of the
Limited Partners, to amend the Partnership Agreement "to set forth the
<PAGE>
rights, powers, duties, and preferences of the holders of any additional
Partnership Interests issued pursuant to SECTION 4.2(b)" of the Partnership
Agreement; and
WHEREAS, the General Partner desires to amend the Partnership
Agreement to set forth the rights, powers, duties, and preferences of the
General Partner as the holder of certain Partnership Interests, and the
Partnership Units corresponding thereto, issued pursuant to SECTION 4.2(b).
NOW, THEREFORE, pursuant the authority granted in SECTION 14.1(b)(3)
of the Partnership Agreement, the General Partner hereby amends the
Partnership Agreement as follows:
1. AMENDMENT. Effective at (and subject to the occurrence of) the
Effective Time (as defined in SECTION 2 below), SECTION 4.2 of the
Partnership Agreement is hereby amended by adding the following new
subsection (g) at the end of such Section:
"(g) PARTNERSHIP INTEREST AND UNITS IN CONNECTION WITH SERIES
B CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED SHARES.
(1) Pursuant to the provisions of, and upon the Capital
Contribution called for by, SECTION 4.2(b), there are hereby from time to
time issued to the General Partner an additional Partnership Interest and,
corresponding thereto, a number of Partnership Units (the "SERIES B
PREFERRED UNITS") equal to the number of Series B Cumulative Convertible
Redeemable Preferred Shares of Beneficial Interest of the General Partner,
as classified and designated by Articles Supplementary (the "ARTICLES
SUPPLEMENTARY") filed with the Maryland Department of Assessments and
Taxation on February 25, 1998 (the "SERIES B PREFERRED SHARES"), from time
to time outstanding. The Series B Preferred Units shall have such
designations, preferences and relative, participating, optional or other
special rights, powers and duties, including rights, powers and duties
senior to Limited Partnership Interests, as further provided in SECTION
4.2(g)(2) AND SECTION 4.2(g)(3) below and as shall be determined by the
General Partner, subject to Delaware law, including, without limitation,
with respect to (i) the allocations of items of Partnership income, gain,
loss, deduction and credit, (ii) the right to share in Partnership
distributions, and (iii) the rights upon dissolution and liquidation of the
Partnership, all such that the economic interests represented by the Series
B Preferred Units are substantially similar to the designations,
preferences and other rights of the Series B Preferred Shares. To the
extent necessary to give effect to the preceding sentence, (i) the Series B
Preferred Units shall have preference over other Partnership Units with
respect to distributions of Available Cash as provided in SECTION 5.1(i),
and (ii) the General Partner shall, with respect to the Series B Preferred
Units, have priority over other Partners and Assignees as to profits,
losses and distributions as authorized by SECTION 8.4.
(2) The General Partner shall be entitled to receive
preferential distributions on the Series B Preferred Units corresponding to
the distributions to which holders of the Series B Preferred Shares are
entitled. As set forth in the Articles Supplementary, the distributions to
which holders of Series B Preferred Shares are entitled are as follows
(Capitalized terms used in the following subsections (2)(i) through (2)(iv)
and not defined in this Amendment shall have the respective meanings
assigned such terms in the in the Articles Supplementary.):
<PAGE>
(i) The holders of Series B Preferred Shares shall be
entitled to receive, when, as and if declared by the Board of Trustees out
of funds legally available for that purpose, cumulative distributions
payable in cash in an amount per share equal to the greater of (A) the base
distribution of $0.45 per quarter (the "Base Rate") or (B) the
distributions declared on the number of Common Shares, or portion thereof,
into which a Series B Preferred Share would then be convertible, without
regard to any time restrictions on the convertibility of the Series B
Preferred Shares. The amount referred to in clause (B) of this subsection
(2)(i) with respect to each succeeding Distribution Period shall be
determined as of the applicable Distribution Payment Date by multiplying
the number of Common Shares, or portion thereof, calculated to the fourth
decimal point, into which a Series B Preferred Share would then be
convertible (without regard to any time restrictions on the convertibility
of the Series B Preferred Shares) at the opening of business on such
Distribution Payment Date (based on the Conversion Price then in effect) by
the aggregate cash distributions payable or paid for such Distribution
Period in respect of a Common Share outstanding as of the record date for
the distribution payable on the Common Shares for such Distribution Period.
If (X) the General Partner pays a cash distribution on the Common Shares
after the Distribution Payment Date for the corresponding Distribution
Period and (Y) the distribution on the Series B Preferred Shares for such
Distribution Period calculated pursuant to clause (B) of the subsection
(2)(i), taking into account the Common Share distribution referenced in
clause (X), exceeds the distribution previously declared on the Series B
Preferred Shares for such Distribution Period, the General Partner shall
pay an additional distribution to the holders of the Series B Preferred
Shares on the date that the Common Share distribution referenced in clause
(X) is paid, in an amount equal to the difference between the distribution
calculated pursuant to clause (Y) and the distributions previously declared
on the Series B Preferred Shares with respect to such Distribution Period.
Such distributions shall be cumulative from each Issue Date, whether or not
in any Distribution Period or Periods such distributions are declared or
there are funds of the General Partner legally available for the payment of
such distributions, and shall be payable quarterly in arrears on the
Distribution Payment Dates, commencing on the first Distribution Payment
Date after each Issue Date. Each such distribution shall be payable in
arrears to the holders of record of the Series B Preferred Shares, as they
appear on the share records of the General Partner at the close of business
on such record date as is fixed by the Board of Trustees which shall be not
more than 60 days prior to the corresponding Distribution Payment Date and,
within such 60-day period, shall be the same date as the record date for
the regular quarterly distribution payable on the Common Shares for such
Distribution Period (or, if there is no such record date for the Common
Shares, then such date as the Board of Trustees may fix). Accumulated,
accrued and unpaid distributions for any past Distribution Periods may be
authorized or declared and paid at any time, without reference to any
regular Distribution Payment Date, to holders of record on such record date
as may be fixed by the Board of Trustees which shall be not more than 45
days prior to the corresponding payment date.
(ii) In the case of any Series B Preferred Share
the Issue Date of which is a date other than the first day of a
Distribution Period, or any other period shorter than a full Distribution
Period, the amount of distributions payable per such Series B Preferred
Share shall be computed ratably on the basis of a 360-day year
<PAGE>
of twelve 30-day months. Holders of Series B Preferred
Shares shall not be entitled to any distributions, whether payable in cash,
property or shares, in excess of cumulative distributions as herein
provided on the Series B Preferred Shares. No interest, or sum of money in
lieu of interest, shall be payable in respect of any distribution payment
or payments on the Series B Preferred Shares which may be in arrears.
(iii) So long as any of the Series B Preferred
Shares is outstanding, except as described in the immediately following
sentence, no distributions shall be declared or paid or set apart for
payment by the General Partner and no other distribution of cash or other
property shall be declared or made directly or indirectly by the Company
with respect to any class or series of Parity Shares for any period unless
all accumulated, accrued and unpaid distributions have been or
contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof set apart for payment for all past Distribution
Periods with respect to the Series B Preferred Shares. When distributions
are not paid in full or a sum sufficient for such payment is not set apart
for payment as provided above, all distributions declared on the Series B
Preferred Shares and all distributions declared on any other class or
series of Parity Shares shall be declared ratably in proportion to the
respective amounts of distributions accumulated, accrued and unpaid on the
Series B Preferred Shares and on such Parity Shares.
(iv) So long as any of the Series B Preferred
Shares is outstanding, no distributions (other than distributions paid in,
or options, warrants or rights to subscribe for or purchase, Junior Shares)
shall be declared or paid or set apart for payment by the General Partner
and no other distribution of cash or other property shall be declared or
made directly or indirectly by the General Partner with respect to any
class or series of Junior Shares, nor shall any Junior Shares be redeemed,
purchased or otherwise acquired (other than a redemption, purchase or other
acquisition of Common Shares made for purposes of an employee incentive or
benefit plan of the General Partner or any subsidiary) for any
consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any Junior Shares) directly or indirectly by the
General Partner (except by conversion into or exchange for Junior Shares),
nor shall any other cash or other property otherwise be paid or distributed
to or for the benefit of any holder of Junior Shares in respect thereof
directly or indirectly by the General Partner unless in each case (A) all
distributions (including all accumulated, accrued and unpaid distributions)
have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for all past
Distribution Periods with respect to the Series B Preferred Shares and all
past distribution periods with respect to any Parity Shares and (B) a sum
sufficient for the payment thereof has been or contemporaneously is paid or
set apart for payment of the full distribution for the current Distribution
Period with respect to the Series B Preferred Shares and the current
distribution period with respect to any Parity Shares.
<PAGE>
(3) In the event of any liquidation, dissolution or
winding up of the Partnership, whether voluntary or involuntary, the
General Partner shall be entitled to receive preferential distributions
with respect to the Series B Preferred Units corresponding to the
liquidation preference to which holders of the Series B Preferred Shares
are entitled in the event of the liquidation, dissolution or winding up of
the General Partner. As set forth in the Articles Supplementary, the
liquidation preference to which holders of Series B Preferred Shares are
entitled is as follows (Capitalized terms used in the following subsections
(3)(i) through (3)(iii) and not defined in this Amendment shall have the
respective meanings assigned such terms in the in the Articles
Supplementary.):
(i) Upon any liquidation, dissolution or winding
up of the General Partner, whether voluntary or involuntary, before any
payment or distribution of the assets of the General Partner (whether
capital or surplus) shall be made to or set apart for the holders of Junior
Shares, the holders of Series B Preferred Shares shall be entitled to
receive $24.00 per Series B Preferred Share (the "Liquidation Preference"),
plus an amount equal to all distributions (whether or not earned or
declared) accumulated, accrued and unpaid thereon to the date of final
distribution to such holders, if any; but such holders shall not be
entitled to any further payment. Until the holders of the Series B
Preferred Shares have been paid the Liquidation Preference in full, plus an
amount equal to all distributions (whether or not earned or declared)
accumulated, accrued and unpaid thereon to the date of final distribution
to such holders, no payment may be made to any holder of Junior Shares upon
any liquidation, dissolution or winding up of the General Partner. If,
upon any liquidation, dissolution or winding up of the General Partner, the
assets of the General Partner, or the proceeds thereof, distributable among
the holders of Series B Preferred Shares are insufficient to pay in full
such preferential amount and liquidating payments on any other class or
series of Parity Shares, then such assets, or the proceeds thereof, shall
be distributed among the holders of Series B Preferred Shares and any such
other Parity Shares ratably in portion to the respective amounts which
would be payable on such Series B Preferred Shares and any such other
Parity Shares if all amounts payable thereon were paid in full.
(ii) Upon any liquidation, dissolution or winding
up of the General Partner, after payment has been made in full to the
holders of Series B Preferred Shares and any Parity Shares as provided in
this Section 4, any other series or class of Junior Shares shall, subject
to the respective terms thereof, be entitled to receive any and all assets
remaining to be paid or distributed, and the holders of the Series B
Preferred Shares and any Parity Shares shall not be entitled to share
therein.
(iii) For purposes of this Section 4.2(g)(3), (A)
a consolidation or merger of the General Partner with or into one or more
corporations, (B) a sale or transfer of all or substantially all of the
General Partner's assets or (C) a statutory share exchange shall not be
deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary, of the General Partner.
<PAGE>
(4) Upon conversion of any Series B Preferred Shares
into, or redemption of any Series B Preferred Shares for, Common Shares as
provided in the Articles Supplementary, a corresponding number of Series B
Preferred Units will be converted into Partnership Units having such
designations, preferences and relative, participating, optional or other
special rights, powers and duties, including, without limitation, with
respect to (i) the allocations of items of Partnership income, gain, loss,
deduction and credit, (ii) the right to share in Partnership distributions,
and (iii) the rights upon dissolution and liquidation of the Partnership,
all such that the economic interests represented by such Partnership Units
are substantially similar to the designations, preferences and other rights
of the Common Shares."
2. EFFECTIVENESS. The amendment set forth in SECTION 1 shall
become effective at the time of the first issuance of Series B Preferred
Shares (the "EFFECTIVE TIME").
3. CONTINUING EFFECTIVENESS. As herein amended, the Partnership
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects.
4. GOVERNING LAW. This Amendment shall be governed by the
internal laws of the State of Delaware.
5. DEFINED TERMS. Except as otherwise specified herein,
capitalized terms used and not defined herein shall have the respective
meanings assigned such terms in the Partnership Agreement.
<PAGE>
IN WITNESS WHEREOF, the undersigned, the General Partner of the
Partnership, has executed this Amendment to the Partnership Agreement as of
the date first above written.
AMLI RESIDENTIAL PROPERTIES TRUST
By: /s/ ALLAN J. SWEET
----------------------------
Name: Allan J. Sweet
Title: President
EXHIBIT 10.2
- ------------
SECOND AMENDMENT TO
AMLI RESIDENTIAL PROPERTIES
OPTION PLAN
WHEREAS, Amli Residential Properties Trust, a Maryland real estate
investment trust (the "Trust"), has adopted and maintains the Amli
Residential Properties Option Plan (the "Option Plan"); and
WHEREAS, the Board of Trustees of the Trust has the authority to
amend the Option Plan, subject to shareholder approval with respect to
amendments that increase the number of Shares or Units (as such terms are
defined in the Option Plan) eligible for awards under the Option Plan; and
WHEREAS, the members of the Board of Trustees of the Trust now
consider it desirable to amend the Option Plan to increase the number of
Shares or Units eligible for awards under the Option Plan;
NOW, THEREFORE, IT IS RESOLVED, that the Option Plan shall be, and it
hereby is, amended, effective as of the date the shareholders of the Trust
approve of this amendment, by substituting the following for Section 4.1 of
the Option Plan:
"4.1. NUMBER OF SHARES AND UNITS SUBJECT TO OPTION. Subject to the
adjustment provisions of Section 4.4, the aggregate number of
(a) Shares which may be subject to Share Options (whether as
Incentive Share Options or Non-qualified Options), and
(b) Units which may be subject to Unit Options,
shall not exceed 2,000,000 Shares or 2,000,000 Units, or any combination of
the foregoing. If, and to the extent, that Options granted under the Plan
terminate, expire or are canceled for any reason without having been
exercised, the Shares or Units reserved for issuance pursuant to the
terminated, expired or canceled Option (and any Shares reserved in
connection with the Conversion Rights of the Units) shall again be
available for the granting of Options; provided that the granting and terms
of such new Options shall in all respects comply with the provisions of the
Plan. No Options to purchase fractional Shares or fractional Units shall
be granted or issued under the Plan."
<PAGE>
EXHIBIT 10.3
- ------------
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into
as of the 9th day of March, 1998 by and between AMLI Residential Properties
Trust, a Maryland real estate investment trust (the "Company"), and
Security Capital Preferred Growth Incorporated, a Maryland corporation (the
"Investor").
WHEREAS, pursuant to that certain Preferred Share Purchase Agreement
dated as of February 20, 1998 (the "Purchase Agreement"), among the
Company, AMLI Residential Properties Trust, L.P., a Delaware limited
partnership, and the Investor, the Investor has agreed to purchase
3,125,000 shares of Series B Cumulative Convertible Redeemable Preferred
Shares of Beneficial Interest, par value $.01 per share, of the Company
(the "Preferred Shares"), all of which Preferred Shares may be converted
into the Company's common shares of beneficial interest, par value $.01 per
share (the "Common Shares"), pursuant to the terms of such Preferred
Shares; and
WHEREAS, in connection with the Purchase Agreement, the Company has
agreed to register for sale by the Investor and certain transferees, the
Common Shares issued or issuable upon conversion of shares of Preferred
Shares (collectively, "Conversion Shares" or the "Registrable Shares"); and
WHEREAS, the parties hereto desire to enter into this Agreement to
evidence the foregoing agreement of the Company and the mutual covenants of
the parties relating thereto.
NOW, THEREFORE, in consideration of the foregoing and the covenants,
agreements and warranties herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
SECTION 1. CERTAIN DEFINITIONS. In this Agreement, the following
terms shall have the following respective meanings:
"Accredited Investor" shall have the meaning set forth in Rule
501 under the Securities Act.
"Affiliate" shall mean, when used with respect to any Person,
another Person which directly, or indirectly through one or more
intermediaries, controls or is controlled by or is under common control
with the Person specified.
"Commission" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission thereunder, all
as the same are in effect at the relevant time.
"Holders" shall mean (a) the Investor and (b) each Person
holding Registrable Shares as a result of a transfer or assignment to that
Person of Registrable Shares other than pursuant to an effective
registration statement or Rule 144.
"Indemnified Party" shall have the meaning ascribed to it in
Section 4(c) of this Agreement.
"Indemnifying Party" shall mean the meaning ascribed to it in
Section 4(c) of this Agreement.
"Person" shall mean an individual, corporation, partnership,
limited liability company, estate, trust, association, private foundation,
joint stock company or other entity.
<PAGE>
"Preferred Shares" shall have the meaning ascribed to it in the
recitals to this Agreement.
"Register," "Registered" and "Registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act providing for the sale by the Holders of
Registrable Shares in accordance with the method or methods of distribution
designated by the Holders, and the declaration or ordering of the
effectiveness of such registration statement by the Commission.
"Registrable Shares" shall have the meaning ascribed to it in
the recitals to this Agreement.
"Registration Expenses" shall mean all out-of-pocket expenses
(excluding Selling Expenses) incurred by the Company in complying with
Section 2, including, without limitation, the following: (a) all
registration, filing and listing fees; (b) fees and expenses of compliance
with federal and state securities or real estate syndication laws
(including, without limitation, reasonable fees and disbursements of
counsel in connection with state securities and real estate syndication
qualifications of the Registrable Shares under the laws of such
jurisdictions as the Holders may reasonably designate); (c) printing
(including, without limitation, expenses of printing or engraving
certificates for the Registrable Shares in a form eligible for deposit with
The Depository Trust Company and otherwise meeting the requirements of any
securities exchange on which they are listed and of printing registration
statements and prospectuses), messenger, telephone, shipping and delivery
expenses; (d) fees and disbursements of counsel for the Company; (e) fees
and disbursements of all independent public accountants of the Company
(including, without limitation, the expenses of any annual or special audit
and "cold comfort" letters required by the managing underwriter); (f) fees
and expenses incurred in connection with the listing of the Registrable
Shares on each securities exchange on which securities of the same class
are then listed; and (g) fees and expenses associated with any filing with
the National Association of Securities Dealers, Inc. required to be made in
connection with the registration statement.
"Registration Request" shall have the meaning ascribed to it in
Section 2(a) of this Agreement.
"Rule 144" shall mean Rule 144 under the Securities Act.
"Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder, all as
the same are in effect at the relevant time.
"Selling Expenses" shall mean all underwriting discounts,
selling commissions and stock transfer taxes applicable to any sale of
Registrable Shares and, if neither the Company nor any Person not a Holder
shall include securities within the subject Registration, shall include all
travel and other expenses of members of the management of the Company and
its affiliates in connection with the matters described in SECTION 6 (and
if the Company or any such Person shall so include securities, Selling
Expenses shall include a pro rata portion of such travel and other
expenses).
SECTION 2. REGISTRATION.
(a) Upon receipt of a written request (a "Registration Request")
delivered not earlier than nine months from the date of this Agreement from
Holders holding at least 50% of the Preferred Shares and Registrable Shares
then outstanding, the Company shall, as soon as practicable but not later
than 30 days after its receipt of such Registration Request, prepare and
file with the Commission a registration statement for the purpose of
effecting a Registration of the sale of Registrable Shares by the Holders
thereof; shall use its best efforts to effect such Registration as soon as
<PAGE>
practicable but not later than 90 days after its receipt of such
Registration Request (including, without limitation, the execution of an
undertaking to file post-effective amendments and appropriate qualification
under applicable state securities and real estate syndication laws); and
shall keep such Registration continuously effective until the earlier of
(i) the third anniversary of the date hereof, (ii) the date on which all
Registrable Shares have been sold pursuant to such registration statement
or Rule 144 and (iii) the date on which all of the Registrable Shares may
be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company
shall not be obligated to take any action to effect any such Registration,
qualification or compliance pursuant to this Section 2 in any particular
jurisdiction in which the Company would be required to execute a general
consent to service of process in effecting such Registration, qualification
or compliance unless the Company is already subject to service in such
jurisdiction.
Notwithstanding the foregoing, the Company shall have the right
(the "Suspension Right") to defer such filing (or suspend sales under any
filed registration statement or defer the updating of any filed
registration statement and suspend sales thereunder) for a single period of
not more than 90 days each during each calendar year, if the Company
furnishes to the Holders a certificate signed by the President or any other
executive officer or any trustee of the Company stating that, in the good
faith judgment of the Company, it would be detrimental to the Company and
its shareholders to file such registration statement or amendment thereto
at such time (or to continue sales under a filed registration statement)
and therefore the Company has elected to defer the filing of such
registration statement (or to suspend sales under a filed registration
statement).
(b) The Company shall promptly notify the Holders of the occurrence
of the following events:
(i) when any registration statement relating to the
Registrable Shares or post-effective amendment thereto filed with the
Commission has become effective;
(ii) the issuance by the Commission of any stop order
suspending the effectiveness of any registration statement relating to the
Registrable Shares;
(iii) the suspension of an effective registration statement by
the Company in accordance with the last paragraph of Section 2(a);
(iv) the Company's receipt of any notification of the
suspension of the qualification of any Registrable Shares covered by a
registration statement for sale in any jurisdiction; and
(v) the existence of any event, fact or circumstance which
results in a registration statement or prospectus relating to Registrable
Shares or any document incorporated therein by reference containing an
untrue statement of a material fact or omitting to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading during the distribution of securities.
The Company agrees to use its reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of any such
registration statement or any state qualification as promptly as possible.
(c) The Company shall provide to the Holders, at no cost to the
Holders, a copy of the registration statement and any amendment thereto
used to effect the Registration of the Registrable Shares, each prospectus
contained in such registration statement or post-effective amendment and
<PAGE>
any amendment or supplement thereto and such other documents as the
requesting Holders may reasonably request in order to facilitate the
disposition of the Registrable Shares covered by such registration
statement. The Company consents to the use of each such prospectus and any
supplement thereto by the Holders in connection with the offering and sale
of the Registrable Shares covered by such registration statement or any
amendment thereto. The Company shall also file a sufficient number of
copies of the prospectus and any post-effective amendment or supplement
thereto with the New York Stock Exchange (or, if the Common Shares is no
longer listed thereon, with such other securities exchange or market on
which the Common Shares is then listed) so as to enable the Holders to have
the benefits of the prospectus delivery provisions of Rule 153 under the
Securities Act.
(d) The Company agrees to use its best efforts to cause the
Registrable Shares covered by a registration statement to be registered
with or approved by such state securities authorities as may be necessary
to enable the Holders to consummate the disposition of such shares pursuant
to the plan of distribution set forth in the registration statement.
(e) Subject to the Company's Suspension Right, if any event, fact
or circumstance exists requiring an amendment to a registration statement
relating to the Registrable Shares or supplement to a prospectus relating
to the Registrable Shares, immediately upon becoming aware thereof the
Company agrees to notify the Holders and prepare and furnish to the Holders
a post-effective amendment to the registration statement or supplement to
the prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the
purchasers of the Registrable Shares, the prospectus will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading.
(f) The Company agrees to use its reasonable best efforts
(including the payment of any listing fees) to obtain the listing of all
Registrable Shares covered by the registration statement on each securities
exchange on which securities of the same class are then listed.
(g) The Company agrees to use its best efforts to comply with the
Securities Act and the Exchange Act and, as soon as reasonably practicable
following the end of any fiscal year during which a registration statement
effecting a Registration of the Registrable Shares was effective, to make
available to its security holders an earning statement satisfying the
provisions of Section 11(a) of the Securities Act.
(h) The Company agrees to cooperate with the selling Holders to
facilitate the timely preparation and delivery of certificates representing
Registrable Shares to be sold pursuant to a Registration and not bearing
any Securities Act legend; and enable certificates for such Registrable
Shares to be issued for such numbers of shares and registered in such names
as the Holders may reasonably request at least two business days prior to
any sale of Registrable Shares.
SECTION 3. EXPENSES OF REGISTRATION. The Company shall pay all
Registration Expenses incurred in connection with the Registration,
qualification or compliance pursuant to Section 2. All Selling Expenses
incurred in connection with the sale of Registrable Shares by any of the
Holders shall be borne by the Holder selling such Registrable Shares. Each
Holder shall pay the expenses of its own counsel.
SECTION 4. INDEMNIFICATION.
(a) The Company shall indemnify each Holder, each Holder's officers
and directors, and each person controlling such Holder within the meaning
of Section 15 of the Securities Act, against all expenses, claims, losses,
damages and liabilities (including reasonable legal expenses), arising out
of or based on any untrue statement (or alleged untrue statement) of a
<PAGE>
material fact contained in any registration statement or prospectus
relating to the Registrable Shares, or any amendment or supplement thereto,
or based on any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading; PROVIDED, HOWEVER, that the Company shall not be
liable in any such case to the extent that any such claim, loss, damage or
liability arises out of or is based on any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in
conformity with information furnished in writing to the Company by such
Holder for inclusion therein.
(b) Each Holder shall indemnify the Company, each of its trustees
and each of its officers who sign the registration statement, each
underwriter, if any, of the Company's securities covered by such
registration statement, and each person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act, each
other Holder with Registrable Shares covered by such registration
statement, and each officer, director and controlling person of each such
other Holder, against all expenses, claims, losses, damages and liabilities
(including reasonable legal fees and expenses) arising out of or based on
any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement or prospectus, or any
amendment or supplement thereto, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such
registration statement or prospectus in reliance upon and in conformity
with information furnished in writing to the Company or such underwriter by
such Holder for inclusion therein.
(c) Each party entitled to indemnification under this Section 4
(the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, but the omission to so notify the Indemnifying Party shall
not relieve it from any liability which it may have to the Indemnified
Party pursuant to the provisions of this Section 4 except to the extent of
the actual damages suffered by such delay in notification. The Indemnifying
Party shall assume the defense of such action, including the employment of
counsel to be chosen by the Indemnifying Party to be reasonably
satisfactory to the Indemnified Party, and payment of expenses. The
Indemnified Party shall have the right to employ its own counsel in any
such case, but the legal fees and expenses of such counsel shall be at the
expense of the Indemnified Party, unless the employment of such counsel was
authorized in writing by the Indemnifying Party in connection with the
defense of such action, or the Indemnifying Party did not employ counsel to
take charge of the defense of such action or the Indemnified Party
reasonably concluded that there may be defenses available to it or them
which are different from or additional to those available to the
Indemnifying Party (in which case the Indemnifying Party shall not have the
right to direct the defense of such action on behalf of the Indemnified
Party), in any of which events such fees and expenses shall be borne by the
Indemnifying Party. No Indemnifying Party, in the defense of any such claim
or litigation, shall, except with the consent of each Indemnified Party,
consent to the entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all
liability in respect of such claim or litigation.
(d) If the indemnification provided for in this Section 4 is
unavailable to a party which would have been an Indemnified Party under
this Section 4 in respect of any expenses, claims, losses, damages and
liabilities referred to herein, then each party which would have been an
Indemnifying Party hereunder shall, in lieu of indemnifying such
Indemnified Party, contribute to the amount paid or payable by such
Indemnified Party as a result of such expenses, claims, losses, damages and
<PAGE>
liabilities in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party on the one hand and such Indemnified Party
on the other in connection with the statement or omission which resulted in
such expenses, claims, losses, damages and liabilities, as well as any
other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Indemnifying Party or such Indemnified Party and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and each holder of
Registrable Shares agrees that it would not be just and equitable if
contribution pursuant to this Section were determined by pro rata
allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 4(d).
(e) No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(f) In no event shall any Holder be liable for any expenses,
claims, losses, damages or liabilities pursuant to this Section 4 in excess
of the net proceeds to such Holder of any Registrable Shares sold by such
Holder.
SECTION 5. INFORMATION TO BE FURNISHED BY HOLDERS. Each Holder shall
furnish to the Company such information as the Company may reasonably
request and as is required in connection with the Registration and related
proceedings referred to in Section 2. If any Holder fails to provide the
Company with such information within three weeks of the Company's request,
the Company's obligations under Section 2 with respect to such Holder or
the Registrable Shares owned by such Holder shall be suspended until such
Holder provides such information.
SECTION 6. UNDERTAKING TO PARTICIPATE IN UNDERWRITING. If the
Holders of at least $40 million of the Registrable Securities propose to
sell Registrable Securities in an underwritten public offering, the Company
shall make available members of the management of the Company and its
affiliates for reasonable assistance in selling efforts relating to such
offering, to the extent customary for a public offering (including, without
limitation, to the extent customary, senior management attendance at due
diligence meetings with underwriters and their counsel and road shows) and
shall enter into underwriting agreements containing usual and customary
terms and conditions reasonably acceptable to the Company for such types of
offerings.
SECTION 7. Rule 144 Sales.
(a) The Company covenants that it shall file the reports required
to be filed by the Company under the Exchange Act, so as to enable any
Holder to sell Registrable Shares pursuant to Rule 144.
(b) In connection with any sale, transfer or other disposition by
any Holder of any Registrable Shares pursuant to Rule 144, the Company
shall cooperate with such Holder to facilitate the timely preparation and
delivery of certificates representing Registrable Shares to be sold and not
bearing any Securities Act legend, and enable certificates for such
Registrable Shares to be for such number of shares and registered in such
names as the selling Holder may reasonably request at least two business
days prior to any sale of Registrable Shares.
SECTION 8. MISCELLANEOUS.
(a) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland, without
giving effect to the conflict of law provisions thereof.
<PAGE>
(b) Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof.
(c) Amendment. No amendment, supplement, modification, waiver or
termination of this Agreement shall be binding unless executed in writing
by the party sought to be bound thereby.
(d) Notices, etc. Unless otherwise provided herein, any notice
required or permitted under this Agreement shall be given in writing, and
shall be deemed effectively given (a) upon personal delivery to the party
to be notified, (b) on the fifth business day after deposit with the United
States Post Office, by registered or certified mail, postage prepaid, (c)
on the next business day after dispatch via nationally recognized overnight
courier or (d) upon confirmation of transmission by facsimile, all
addressed to the party to be notified. Notices shall be addressed as
follows: (i) if to the Investor, at the Investor's address or fax number
set forth below its signature hereto, or at such other address or fax
number as such Investor furnished to the Company in writing, or (ii) if to
any assignee or transferee of an Investor, at such address or fax number as
such assignee or transferee furnished to the Company in writing, or (iii)
if to the Company, at the address of its principal executive offices and
addressed to the attention of the President, or at such other address or
fax number as the Company furnished to the Investor or any assignee or
transferee. Any notice or other communication required to be given
hereunder to a Holder in connection with a registration may instead be
given to the designated representative of such Holder.
(e) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(f) Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms.
(g) Titles and Subtitles. The title and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(h) Successors and Assigns. Except as otherwise provided herein,
the terms and conditions of this Agreement shall inure to the benefit of
and be binding on the respective successors and assigns of the parties
hereto.
(i) Remedies. The Company and the Investor acknowledge that there
would be no adequate remedy at law if any party fails to perform any of its
obligations hereunder, and accordingly agree that the Company and each
Holder, in addition to any other remedy to which it may be entitled at law
or in equity, shall be entitled to compel specific performance of the
obligations of another party under this Agreement in accordance with the
terms and conditions of this Agreement in any court of the United States or
any State thereof having jurisdiction.
(j) Attorneys' Fees. If the Company or any Holder brings an action
to enforce its rights under this Agreement, the prevailing party in the
action shall be entitled to recover its costs and expenses, including,
without limitation, reasonable attorneys' fees, incurred in connection with
such action, including any appeal of such action.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
AMLI RESIDENTIAL PROPERTIES TRUST
By: /s/ Allan J. Sweet
Name: Allan J. Sweet
Title: President
SECURITY CAPITAL PREFERRED
GROWTH INCORPORATED
By: /s/ David Rosenbaum
Name: David Rosenbaum
Title: Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 3,266
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 708,593
<DEPRECIATION> 66,778
<TOTAL-ASSETS> 727,848
<CURRENT-LIABILITIES> 0
<BONDS> 361,305
0
21
<COMMON> 166
<OTHER-SE> 293,733
<TOTAL-LIABILITY-AND-EQUITY> 727,848
<SALES> 0
<TOTAL-REVENUES> 26,662
<CGS> 0
<TOTAL-COSTS> 20,403
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,938
<INCOME-PRETAX> 5,326
<INCOME-TAX> 0
<INCOME-CONTINUING> 5,326
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,326
<EPS-PRIMARY> .28
<EPS-DILUTED> .28
<PAGE>
</TABLE>
EXHIBIT 99
- ----------
AMLI RESIDENTIAL PROPERTIES TRUST
FINANCIAL AND OPERATING DATA
March 31, 1998
1. Funds from Operations
2. Statements of Operations
3. Balance Sheets
4. Selected Financial Information
5. Debt
6. Debt Maturities
7. Same Community Comparison - Wholly-Owned
- three months ended March 31, 1998 and 1997
8. Same Community Comparison - Wholly-Owned
- three months ended March 31, 1998 and 1997
9. Property Information
10. Property EBITDA
11. Development Activities
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
FUNDS FROM OPERATIONS
Unaudited - Dollars in thousands except per share data
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------
1998 1997
-------- --------
<S> <C> <C>
REVENUES
- --------
Property revenues:
Rental. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24,138 $ 18,680
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,292 975
-------- --------
Total Property Revenues . . . . . . . . . . . . . . . . . . 25,430 19,655
-------- --------
Property operating expenses . . . . . . . . . . . . . . . . . . . . (9,552) (7,570)
Property management fees. . . . . . . . . . . . . . . . . . . . . . (638) (491)
-------- --------
Property expenses . . . . . . . . . . . . . . . . . . . . . (10,190) (8,061)
Operating expense ratio . . . . . . . . . . . . . . . . . . . . . . 40.1% 41.0%
-------- --------
Net operating income. . . . . . . . . . . . . . . . . . . . 15,240 11,594
-------- --------
OTHER INCOME
- ------------
Share of Service Cos. FFO (1) . . . . . . . . . . . . . . . . . . (12) 11
Interest from Service Companies (2) . . . . . . . . . . . . . . . 545 253
Other interest. . . . . . . . . . . . . . . . . . . . . . . . . . 191 107
Share of partnerships FFO (3) . . . . . . . . . . . . . . . . . . 1,134 667
Fee income - acquisitions and dispositions. . . . . . . . . . . . -- 137
Fee income - developments . . . . . . . . . . . . . . . . . . . . 101 330
Fee income - asset management . . . . . . . . . . . . . . . . . . 151 153
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 37
-------- --------
Total other income. . . . . . . . . . . . . . . . . . . . . 2,146 1,695
General and administrative. . . . . . . . . . . . . . . . . . . . . (854) (767)
-------- --------
EBITDA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,532 12,522
-------- --------
Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . (4,938) (2,646)
Amortization of deferred costs. . . . . . . . . . . . . . . . . . . (130) (243)
-------- --------
FUNDS FROM OPERATIONS (FFO) . . . . . . . . . . . . . . . . . . . . $11,464 $ 9,633
======== ========
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
FUNDS FROM OPERATIONS - CONTINUED
Unaudited - Dollars in thousands except per share data
THREE MONTHS ENDED
MARCH 31,
-----------------------
1998 1997
-------- --------
Capital expenditures paid from FFO. . . . . . . . . . . . . . . . . (792) (1,131)
Other - share of Co-investments Cap exp . . . . . . . . . . . . . . (44) (34)
-------- --------
Funds available for distribution (FAD). . . . . . . . . . . . . . . $ 10,628 $ 8,468
======== ========
FFO per share . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.54 $ 0.51
FAD per share . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.50 $ 0.45
Dividend per share. . . . . . . . . . . . . . . . . . . . . . . . . $ 0.44 $ 0.43
Dividend as a % of FFO. . . . . . . . . . . . . . . . . . . . . . . 81.9% 84.3%
Dividend as a % of FAD. . . . . . . . . . . . . . . . . . . . . . . 88.3% 95.5%
======== ========
<FN>
NOTES:
(1) Includes share of income and share of goodwill amortization of $104 for the three months ended March 31,
1998.
(2) Interest on 13% notes receivable and working capital advances.
(3) Includes share of income and share of depreciation of $810 and $500 for the three months ended March 31,
1998 and 1997, respectively.
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
STATEMENT OF OPERATIONS
Unaudited - Dollars in thousands except per share data
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------
1998 1997
-------- --------
<S> <C> <C>
REVENUES
- --------
Property revenues:
Rental. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24,138 $ 18,680
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,292 975
Interest and share of income (loss) from Service Cos. . . . . . . . 429 264
Other interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 191 107
Share of income from co-investment partnerships . . . . . . . . . . 324 167
Fees from co-investment partnerships. . . . . . . . . . . . . . . . 288 657
-------- --------
Total revenues. . . . . . . . . . . . . . . . . . . . . . . 26,662 20,850
-------- --------
EXPENSES
- --------
Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,317 1,723
Advertising and promotion . . . . . . . . . . . . . . . . . . . . . 708 507
Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,085 1,025
Building repairs and maintenance. . . . . . . . . . . . . . . . . . 1,255 1,156
Landscaping and grounds maintenance . . . . . . . . . . . . . . . . 442 364
Real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . . 3,180 2,322
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221 198
Other operating expenses. . . . . . . . . . . . . . . . . . . . . . 344 275
Property management fees. . . . . . . . . . . . . . . . . . . . . . 638 491
Interest, net of capitalized. . . . . . . . . . . . . . . . . . . . 4,938 2,646
Amortization of deferred costs. . . . . . . . . . . . . . . . . . . 130 243
Depreciation of real property . . . . . . . . . . . . . . . . . . . 3,170 2,316
Depreciation of personal property . . . . . . . . . . . . . . . . . 1,121 741
General and administrative. . . . . . . . . . . . . . . . . . . . . 854 767
-------- --------
Total expenses. . . . . . . . . . . . . . . . . . . . . . . 20,403 14,774
-------- --------
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
STATEMENT OF OPERATIONS - CONTINUED
Unaudited - Dollars in thousands except per share data
THREE MONTHS ENDED
MARCH 31,
-----------------------
1998 1997
-------- --------
Non-recurring item - gain on sale of properties and rate caps . . . -- --
-------- --------
Income before taxes, minority interest and extraordinary item . . . 6,259 6,076
-------- --------
Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . -- --
-------- --------
Income before minority interest/extraordinary items . . . . . . . . 6,259 6,076
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . 933 953
-------- --------
Income before and extraordinary items . . . . . . . . . . . . . . . 5,326 5,123
Extraordinary items net of minority interest. . . . . . . . . . . . -- --
-------- --------
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,326 $ 5,123
======== ========
Net income allocable to preferred shares. . . . . . . . . . . . . . 604 473
-------- --------
Net income allocable to common shares . . . . . . . . . . . . . . . $ 4,722 $ 4,650
======== ========
INCOME PER COMMON SHARE:
- -----------------------
Before extraordinary items. . . . . . . . . . . . . . . . . . . . . $ 0.28 $ 0.31
Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . $ 0.00 $ 0.00
Income per common share . . . . . . . . . . . . . . . . . . . . . . $ 0.28 $ 0.31
======== ========
FUNDS FROM OPERATIONS
- ---------------------
Income before taxes, minority interest and
extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . $ 6,259 $ 6,076
-------- --------
Depreciation of real property . . . . . . . . . . . . . . . . . . . 3,170 2,316
Depreciation of personal property . . . . . . . . . . . . . . . . . 1,121 741
Non-recurring items . . . . . . . . . . . . . . . . . . . . . . . . -- --
Share of Co-investments depreciation. . . . . . . . . . . . . . . . 810 500
Share of Service Company amortization of goodwill . . . . . . . . . 104 --
-------- --------
Funds from operations (FFO) . . . . . . . . . . . . . . . . . . . . $ 11,464 $ 9,633
FFO per share . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.54 $ 0.51
======== ========
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
STATEMENT OF OPERATIONS - CONTINUED
Unaudited - Dollars in thousands except per share data
THREE MONTHS ENDED
MARCH 31,
-----------------------
1998 1997
-------- --------
Capital expenditures paid from FFO. . . . . . . . . . . . . . . . . (792) (1,131)
Other - Share Co-investments Cap exp. . . . . . . . . . . . . . . . (44) (34)
-------- --------
Funds available for distribution (FAD). . . . . . . . . . . . . . . $ 10,628 $ 8,468
FAD per share . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.50 $ 0.45
======== ========
Dividends per share . . . . . . . . . . . . . . . . . . . . . . . . $ 0.44 $ 0.43
======== ========
Dividends as a % of FFO . . . . . . . . . . . . . . . . . . . . . . 81.9% 84.3%
Dividends as a % of FAD . . . . . . . . . . . . . . . . . . . . . . 88.3% 95.9%
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONDENSED BALANCE SHEETS
Unaudited - Dollars in thousands except per share data
<CAPTION>
MAR. 31, DEC. 31,
1998 1997
-------- --------
<S> <C> <C>
ASSETS
- ------
Rental apartments
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 80,461 $ 78,476
Depreciable property. . . . . . . . . . . . . . . . . . . . . . . 514,590 496,747
-------- --------
595,051 575,223
Less accumulated depreciation . . . . . . . . . . . . . . . . . . (66,778) (62,641)
-------- --------
528,273 512,582
Properties under development. . . . . . . . . . . . . . . . . . . . 113,542 78,724
Investments in partnerships . . . . . . . . . . . . . . . . . . . . 50,245 50,729
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . 3,266 5,676
Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . 1,664 1,821
Deferred costs, net . . . . . . . . . . . . . . . . . . . . . . . . 3,075 3,140
Notes receivable and advances to Service Companies. . . . . . . . . 19,640 18,356
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,143 8,950
-------- --------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . $727,848 $679,978
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $361,305 $333,250
Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . 1,487 1,389
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . 5,465 9,334
Construction costs payable. . . . . . . . . . . . . . . . . . . . . 9,931 8,403
Security deposits and prepaid rents . . . . . . . . . . . . . . . . 3,049 2,722
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 2,599 2,978
-------- --------
Total liabilities . . . . . . . . . . . . . . . . . . . . . $383,836 $358,076
-------- --------
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONDENSED BALANCE SHEETS - CONTINUED
Unaudited - Dollars in thousands except per share data
MAR. 31, DEC. 31,
1998 1997
-------- --------
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . $ 50,092 $ 51,463
-------- --------
Shareholders' equity
Preferred shares, $.01 par value. . . . . . . . . . . . . . . . . 21 11
Shares of beneficial interest, $.01 par value . . . . . . . . . . 166 166
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . 367,392 341,148
Employees and trustees notes. . . . . . . . . . . . . . . . . . . (7,243) (6,924)
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . 24,223 18,897
Dividends paid. . . . . . . . . . . . . . . . . . . . . . . . . . (90,639) (82,859)
-------- --------
Total shareholders' equity. . . . . . . . . . . . . . . . . 293,920 270,439
-------- --------
Total liabilities and shareholders' equity. . . . . . . . . $727,848 $679,978
======== ========
</TABLE>
<PAGE>
<TABLE>
Amli Residential Properties Trust
Selected Quarterly Financial Information
March 31, 1998
(dollars in thousands except for share data)
<CAPTION>
Quarter Ending
---------------------------------------------------------------------------------
Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31,
1998 1997 1997 1997 1997 1996
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Total Debt $361,305 $333,250 $235,692 $238,061 $220,964 $202,013
Total Debt (1) 422,393 392,295 289,097 290,699 271,738 240,593
Total Shares and
Units Outstanding (2) 22,028,680 20,958,523 20,675,333 18,976,280 18,968,168 18,862,132
Value per Common Share
- end of quarter $ 22,938 $ 22,250 $ 23,250 $ 23,625 $ 23,000 $ 23,375
Total Equity (Market
Value) - end of quarter $505,283 $466,327 $480,701 $448,315 $436,268 $440,902
Total Market Capitalization $866,588 $799,577 $716,393 $686,376 $657,232 $642,915
Total Market Capitalization (1) $927,676 $858,622 $769,798 $739,014 $708,006 $681,495
======== ======== ======== ======== ======== ========
Total Revenues (3) $ 26,662 $ 24,928 $ 22,982 $ 21,313 $ 20,850 $ 20,254
EBITDA (4) $ 16,532 $ 15,420 $ 13,961 $ 12,861 $ 12,522 $ 12,155
EBITDA (4) (5) $ 17,694 $ 16,539 $ 14,993 $ 13,833 $13,267 $ 12,870
FFO $ 11,464 $ 11,414 $ 11,237 $ 9,888 $ 9,633 $ 8,954
FAD $ 10,628 $ 10,752 $ 10,358 $ 9,073 $ 8,468 $ 8,175
Dividends Paid $ 9,224 $ 9,037 $ 8,889 $ 8,158 $ 8,111 $ 6,794
Debt service (net of
capitalized interest) $ 5,571 $ 4,340 $ 3,154 $ 3,420 $ 3,195 $ 3,462
Interest Expense $ 4,938 $ 3,844 $ 2,619 $ 2,886 $ 2,646 $ 2,935
G & A Expense $ 854 $ 697 $ 680 $ 706 $ 767 $ 650
Total Shares and
Units Outstanding
- Wtd. Avg. 21,238,186 20,714,889 20,461,533 18,973,232 18,882,000 16,948,000
========== ========== ========== ========== ========== ==========
<PAGE>
Amli Residential Properties Trust
Selected Quarterly Financial Information - CONTINUED
March 31, 1998
(dollars in thousands except for share data)
Quarter Ending
---------------------------------------------------------------------------------
Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31,
1998 1997 1997 1997 1997 1996
-------- -------- -------- -------- -------- --------
Interest Coverage Ratio 3.35 4.01 5.33 4.46 4.73 4.14
Interest Coverage Ratio (6) 2.91 3.35 4.14 3.60 3.93 3.54
Debt as % of Total
Market Capitalization 41.69% 41.68% 32.90% 34.68% 33.62% 31.42%
Debt as % of Total
Market Capitalization (1) 45.53% 45.69% 37.55% 39.34% 38.38% 35.30%
EBITDA as % of Total
Market Capitalization 7.63% 7.71% 7.80% 7.50% 7.62% 7.56%
FFO as % of Total
Market Equity 9.08% 9.79% 9.35% 8.82% 8.83% 8.12%
G&A as % of Total
Market Capitalization 0.39% 0.35% 0.38% 0.41% 0.47% 0.40%
G&A as % of Total Revenues 3.20% 2.80% 2.96% 3.31% 3.68% 3.21%
Dividends as % of FFO (7) 81.9% 80.1% 80.4% 82.5% 84.3% 81.4%
Dividends as % of FAD (7) 88.3% 85.1% 87.3% 89.9% 95.9% 89.1%
======== ======== ======== ======== ======== ========
Apartment Units - Wholly Owned
In Operation 11,938 11,650 10,782 10,364 9,824 9,824
Under Development 2,488 2,488 2,032 2,296 2,444 1,404
Apartment Units - Co-Investments
In Operation 5,851 5,851 5,421 4,815 4,815 3,677
Under Development 1,456 1,456 1,370 1,324 1,324 1,324
-------- -------- -------- -------- -------- --------
Total Units 21,733 21,445 19,605 18,799 18,407 16,229
======== ======== ======== ======== ======== ========
<FN>
(1) Including proportionate share of debt of Co-investment partnerships accounted for using the equity
method.
(2) End of the quarter - includes 2,141,666 preferred shares convertible to common shares.
(3) Excluding non-recurring gain of $2,457 in 1997 and $751 in the third quarter of 1996.
(4) Includes other income, net of G & A expenses.
(5) Before share of co-investment interest expense and amortization.
(6) Including share of co-investment interest expense.
(7) Based on per share amounts.
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
PORTFOLIO INDEBTEDNESS SUMMARY
March 31, 1998
(Dollars in thousands)
F = Fixed Rate
V = Variable Rate
<CAPTION>
Maturity
Original Outstand- (years)
/Max ing Interest Maturity from
Borrower Lender Amount Balance Rate Rate Date 03/31/98
- ---------- ---------- -------- --------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
F AMLI:
at Reflections Prudential $ 4,800 4,411 7.05% 6/30/98 0.2
on Rosemeade Prudential 7,050 6,513 7.02% 10/5/98 0.5
at Riverbend CIGNA 31,000 30,226 7.30% 7/1/03 5.3
in Great Hills CIGNA 11,000 10,727 7.34% 7/1/03 5.3
at Sherwood Fleet 7,320 6,765 7.75% 7/1/03 5.3
at Valley Ranch Nationwide 11,500 10,639 7.63% 7/10/03 5.3
at Conner Farms Nationwide 13,275 12,910 7.00% 6/15/03 5.2
at Nantucket Jackson National
Life Ins. Co. 7,735 7,735 7.70% 6/1/04 6.2
at Timberglen Jackson National
Life Ins. Co. 6,770 6,770 7.70% 6/1/04 6.2
at Regents
Center TIAA 20,100 19,778 8.90% 9/1/05 7.4
at Bishop's
Gate NML 15,380 15,266 7.25% 10/1/05 7.5
on the Green(1) FNMA
of North Dallas
(1) FNMA 43,907 42,237 7.79% 5/1/06 8.1
at Clairmont Prudential 12,880 12,880 6.95% 2/15/08 9.9
at Park Creek Collateral
Mortgage Ltd. 10,322 5,432 7.88% 12/1/38 40.7
- -----------------------------------------------------------------------------------------------------------------
V Unsecured Harris Trust &
Savings Bank 8,000 -- 6.98% LIBOR + 1.30% 8/30/98 0.4
V Unsecured (2) Wachovia Bank/
First Chicago 150,000 109,000 6.98% LIBOR + 1.30% 6/27/00 2.2
- -----------------------------------------------------------------------------------------------------------------
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
PORTFOLIO INDEBTEDNESS SUMMARY - CONTINUED
March 31, 1998
(Dollars in thousands)
Maturity
Original Outstand- (years)
/Max ing Interest Maturity from
Borrower Lender Amount Balance Rate Rate Date 03/31/98
- ---------- ---------- -------- --------- --------- ---------- -------- --------
V Unsecured (3) Tax-Exempt Bonds 40,750 40,750 5.28% Tax Exempt+1.48% 10/15/02 4.5
V AMLI:
at Poplar Creek
(3) Tax-Exempt Bonds 9,500 9,500 4.93% Tax Exempt+1.23% 12/18/02 4.7
- ------------------------------------------------------------------------------------------------------------------
F ARP, LP AIA 750 750 4.00% Demand --
F ARP, LP AMC 5,000 5,000 10.00% 1/1/03 4.8
- ------------------------------------------------------------------------------------------------------------------
V AMLI:
at Clairmont Nomura Securities
International 4,016 4,016 7.18% LIBOR + 1.50% 4/15/98 0.0
- ------------------------------------------------------------------------------------------------------------------
TOTAL $421,055 $361,305 7.10% 5.3
==================================================================================================================
Co-Investments
(4) Various $ 71,907 $ 61,088 7.82% Various 6.7
==================================================================================================================
TOTAL including
Co-Investment $492,962 $422,393 7.20% 5.5
==================================================================================================================
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
PORTFOLIO INDEBTEDNESS SUMMARY - CONTINUED
March 31, 1998
(Dollars in thousands)
<CAPTION>
Weighted
Ave.
Percent of Interest Years to
Type of Indebtedness Balance Total Interest Rate Maturity
- -------------------- -------- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Conventional Fixed Rate $192,289 53.2% Fixed 7.59% 7.4
Tax-exempt Variable Rate 50,250 13.9% Variable 5.21% 4.6
Credit Facilities 109,000 30.2% Variable 6.98% 2.2
Service Companies 5,750 1.6% Fixed 9.22% 4.1
Other 4,016 1.1% Variable 7.18% 0.0
-------- ------ ----- ---
Total $361,305 100.0% 7.10% 5.3
======== ====== ===== ===
Weighted
Balance including Ave.
share of Co- Percent of Interest Years to
Type of Indebtedness investment debt Total Interest Rate Maturity
- -------------------- ----------------- ----------- ---------- --------- ----------
Conventional Fixed Rate $253,377 60.0% Fixed 7.65% 7.2
Tax-exempt Variable Rate 50,250 11.9% Variable 5.21% 4.6
Credit Facilities 109,000 25.8% Variable 6.98% 2.2
Service Companies 5,750 1.4% Fixed 9.22% 4.1
Other 4,016 0.9% Variable 7.18% 0.0
-------- ------ ----- ---
Total $422,393 100.0% 7.20% 5.5
======== ====== ===== ===
<FN>
(1) The outstanding balance is net of $537 representing the unamortized discount from the sale of the FNMA
certificates.
(2) $5,845 has been capped based on LIBOR = 3.875% through February 15, 1998. All in rate reflects LIBOR + 135.
(3) Maturity Date shown is expiration date of Credit Enhancement. Bonds mature in 2024.
(4) Co-Investment debt represents Amli Residential's pro rata share of debt. Interest rate and maturity reflect
average numbers based on Amli's pro rata share.
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
PORTFOLIO INDEBTEDNESS SUMMARY
March 31, 1998
(Dollars in thousands)
CO-INVESTMENT DETAIL
<CAPTION>
Original/ Outstand-
Max ing Interest Maturity
Property Lender Amount Balance Rate Date 3/31/98 AMLI % AMLI $
- -------- ------ --------- ---------- -------- -------- -------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AMLI AT:
Champions Park Lincoln National 9,500 8,936 7.26% 1/5/02 3.8 15% $ 1,340
Park Place Prudential 13,000 12,377 8.21% 10/5/99 1.5 25% 3,094
Champions Centre Prudential 6,700 6,634 8.93% 1/1/02 3.8 15% 995
Windbrooke Allstate 11,500 11,492 9.24% 2/1/02 3.8 15% 1,724
Greenwood Forest Nationwide 11,625 11,625 8.95% 5/10/02 4.1 15% 1,744
Chevy Chase CIGNA 29,767 29,330 6.67% 4/1/03 5.0 33% 9,680
Willowbrook NML 24,500 24,225 7.79% 5/1/03 5.1 40% 9,689
Willeo Creek Phoenix Home Life 10,000 9,869 6.77% 5/1/03 5.1 30% 2,960
Verandah Phoenix Home Life 16,940 16,940 7.55% 4/1/04 6.0 35% 5,929
Pleasant Hill NML 15,500 15,313 9.15% 3/1/07 8.9 40% 6,124
Danada Prudential 24,500 24,500 7.33% 3/1/07 8.9 10% 2,451
River Exchange Erie Insurance 9,100 8,025 7.75% 6/27/08 10.2 40% 3,210
Barrett Lakes NML 16,680 15,326 8.50% 12/1/09 11.7 35% 5,365
Northwinds NML 33,800 7,468 8.25% 10/1/11 13.5 35% 2,613
Regents Crest NML 16,500 16,190 7.50% 12/15/03 5.7 25% 4,047
Prairie Court Bonds 7,250 7,250 8.00% 12/1/99 1.7 1% 73
Towne Creek Erie Insurance 5,000 5,000 9.50% 11/30/99 1.7 1% 50
------- ------- ----- ---- ----- -------
261,862 230,500 7.82% 6.7 26.5% $61,088
======= ======= ===== ==== ===== =======
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
DEBT MATURITIES
MARCH 31, 1998
Unaudited - dollars in thousands
<CAPTION>
There- % to
1998 1999 2000 2001 2002 after Total Total
-------- -------- -------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed Rate Mortgages $ 12,800 $ 2,780 $ 3,138 $ 3,394 $ 3,656 $166,521 $192,289 53.2%
Tax Exempt Bonds* 50,250 50,250 13.9%
Wachovia/First Chicago
Line of Credit 109,000 109,000 30.2%
Other 4,766 5,000 9,766 2.7%
-------- -------- -------- -------- -------- -------- -------- -------
Total Loans $ 17,566 $ 2,780 $112,138 $ 3,394 $ 53,906 $171,521 $361,305 100.0%
======== ======== ======== ======== ======== ======== ======== =======
Percent to Total 4.9% 0.8% 31.0% 0.9% 14.9% 47.5% 100.0% 85.5%
======== ======== ======== ======== ======== ======== ======== =======
SHARE OF CO-INVESTMENT DEBT
Prudential Ins. -
Park Place (25%) 40 3,054 0 0 0 0 3,094 5.1%
Nationwide Life Ins. -
Greenwood Forest (15%) 3 5 5 6 1,725 0 1,744 2.9%
Lincoln National Ins. -
Champions Park (15%) 14 21 22 24 1,259 0 1,340 2.2%
Prudential Ins. -
Champions Centre (15%) 7 10 11 12 955 0 995 1.6%
Allstate Life Ins. -
Windbrooke (15%) 13 16 18 20 22 1,635 1,724 2.8%
CIGNA -
Chevy Chase (33%) 125 177 189 202 216 8,771 9,680 15.8%
Northwestern Mutual Life Ins. -
Willowbrook (40%) 105 150 162 175 189 8,908 9,689 15.9%
Phoenix Mutual -
Willeo Creek (30%) 37 53 56 60 64 2,690 2,960 4.8%
Northwestern Mutual Life Ins. -
Pleasant Hill (40%) 59 75 82 90 99 5,719 6,124 10.0%
Northwestern Mutual Life Ins. -
Barrett Lakes (35%) 0 71 77 84 91 5,042 5,365 8.8%
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
DEBT MATURITIES - CONTINUED
There- % to
1998 1999 2000 2001 2002 after Total Total
-------- -------- -------- -------- -------- -------- -------- -------
Erie Insurance -
River Park (40%) 0 20 51 55 60 3,024 3,210 5.3%
Prudential Ins. -
Amli at Danada (10%) 0 17 25 27 29 2,353 2,451 4.0%
Phoenix Home Life -
Amli at Verandah (35%) 0 55 88 94 102 5,590 5,929 9.7%
Northwestern Mutual Life
Ins. - Northwinds (35%) 0 0 15 95 103 2,400 2,613 4.3%
Northwestern Mutual Life
Ins. - Regents Creek (25%) 45 65 70 76 82 3,709 4,047 6.6%
Central Bank, Trustee -
Prairie Court (1%) 0 73 0 0 0 0 73 0.1%
Erie Insurance -
Towne Creek (1%) 0 50 0 0 0 0 50 0.1%
-------- -------- -------- -------- -------- -------- -------- -------
Total Share of
Co-Investment Loans $ 448 $ 3,912 $ 871 $ 1,020 $ 4,996 $ 49,841 $ 61,088 100.0%
======== ======== ======== ======== ======== ======== ======== =======
Percent to Total 0.7% 6.4% 1.4% 1.7% 8.2% 81.6% 100.0% 14.5%
======== ======== ======== ======== ======== ======== ======== =======
Total Including Share
of Co-Investment Debt $ 18,014 $ 6,692 $113,009 $ 4,414 $ 58,902 $221,362 $422,393 100.0%
======== ======== ======== ======== ======== ======== ======== =======
Percent to Total 4.3% 1.6% 26.8% 1.0% 13.9% 52.4% 100.0% 100.0%
======== ======== ======== ======== ======== ======== ======== =======
<FN>
* The Bonds mature in October 2024, but the credit enhancement expires on October 15, 2002.
* The Poplar Creek Bonds mature in February 2024, but credit enhancement expires December 18, 2002.
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (WHOLLY-OWNED PROPERTIES)
THREE MONTHS ENDED MARCH 31, 1998 VERSUS THREE MONTHS ENDED MARCH 31, 1997
(Excludes all properties acquired or stabilized after 1/1/97)
<CAPTION>
1/1/98-3/31/98 1/1/97-3/31/97
No. of --------------------------------- % --------------------------------
Apts. Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft
-------- -------- -------- ---------- ------ ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
WEIGHTED AVG. OCCUPANCY
- -----------------------
Dallas 4,226 94.6% 1.1% 93.6%
Atlanta 2,420 93.6% 0.0% 93.6%
Austin 935 95.8% 2.4% 93.5%
Indianapolis 996 89.8% -2.3% 91.9%
Kansas 908 92.5% -0.5% 93.0%
Chicago 253 98.2% 7.5% 91.3%
----- ----- ----- -----
Weighted Average 93.9% 0.6% 93.3%
===== ===== =====
Total 9,738
=====
WEIGHTED AVG. RENTAL RATE
- -------------------------
Dallas $661 3.1% $641
Atlanta $729 0.3% $727
Austin $643 -0.7% $648
Indianapolis $566 -1.1% $572
Kansas $643 -0.2% $645
Chicago $923 -0.6% $928
---- ---- ----
Weighted Average $672 2.3% $657
==== ==== ====
TOTAL PROPERTY REVENUES Per Month Per Month
- ----------------------- ---------- ----------
Dallas $ 8,365,918 $ 660 $0.79 5.7% $ 7,916,312 $624 $0.75
Atlanta $ 5,171,571 $ 712 $0.76 -0.1% $ 5,175,813 $713 $0.76
Austin $ 1,802,141 $ 642 $0.87 0.9% $ 1,785,294 $636 $0.86
Indianapolis $ 1,610,702 $ 539 $0.65 -2.6% $ 1,653,208 $553 $0.67
Kansas $ 1,705,993 $ 626 $0.73 0.1% $ 1,704,151 $626 $0.73
Chicago $ 782,146 $1,030 $1.21 11.9% $ 699,050 $921 $1.08
------------ ------ ----- ----- ----------- ---- -----
Total $ 19,438,470 $ 665 $0.78 2.7% $18,933,827 $648 $0.76
============ ===== ===== ===== =========== ==== =====
<PAGE>
AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (WHOLLY-OWNED PROPERTIES) - CONTINUED
(Excludes all properties acquired or stabilized after 1/1/97)
1/1/98-3/31/98 1/1/97-3/31/97
--------------------------------- % --------------------------------
Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft
-------- -------- ---------- ------ ---------- -------- ---------
PROPERTY OPERATING EXPENSES (ANNUALIZED) (ANNUALIZED)
- --------------------------- ------------ ------------
Dallas $ 3,478,771 $3,293 $3.94 4.6% $3,327,191 $3,149 $3.76
Atlanta $ 1,830,250 $3,025 $3.24 -3.9% $1,905,351 $3,149 $3.38
Austin $ 786,933 $3,367 $4.57 -0.5% $ 790,612 $3,382 $4.59
Indianapolis $ 560,629 $2,252 $2.73 -4.4% $ 586,636 $2,356 $2.86
Kansas $ 595,323 $2,623 $3.05 0.5% $ 592,439 $2,610 $3.03
Chicago $ 431,692 $6,825 $7.98 -1.4% $ 437,955 $6,924 $8.10
------------ ------ ----- ----- ---------- ------ -----
Total $ 7,683,598 $3,156 $3.70 0.6% $7,640,183 $3,138 $3.68
============ ====== ===== ===== ========== ====== =====
Operating Efficiency 39.5% 40.4%
============ ==========
</TABLE>
<TABLE>
<CAPTION>
PER MONTH PER MONTH
--------- ----------
NOI 1998% 1997%
- --- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dallas 58.4% 58.0% $ 4,887,146 $385 $0.46 6.5% $ 4,589,121 $362 $0.43
Atlanta 64.6% 63.2% $ 3,341,321 $460 $0.49 2.2% $ 3,270,462 $450 $0.48
Austin 56.3% 55.7% $ 1,015,208 $362 $0.49 2.1% $ 994,682 $355 $0.48
Indianapolis 65.2% 64.5% $ 1,050,072 $351 $0.43 -1.5% $ 1,066,571 $357 $0.43
Kansas 65.1% 65.2% $ 1,110,670 $408 $0.47 -0.1% $ 1,111,712 $408 $0.47
Chicago 44.8% 37.3% $ 350,455 $462 $0.54 34.2% $ 261,095 $344 $0.40
----- ----- ------------ ---- ----- ----- ----------- ---- -----
Total 60.5% 59.6% $ 11,754,873 $402 $0.47 4.1% $11,293,644 $387 $0.45
===== ===== ============ ==== ===== ===== =========== ==== =====
Operating Margin 60.5% 59.6%
============ ==========
CAPITAL EXPENDITURES (ANNUALIZED) (ANNUALIZED)
- -------------------- ------------ ------------
Dallas $ 410,444 $388 $0.46 -41.9% $ 706,889 $669 $0.80
Atlanta $ 169,635 $280 $0.30 18.6% $ 143,072 $236 $0.25
Austin $ 53,954 $231 $0.31 -15.8% $ 64,058 $274 $0.37
Indianapolis $ 26,964 $108 $0.13 -37.6% $ 43,185 $173 $0.21
Kansas $ 59,095 $260 $0.30 125.1% $ 26,257 $116 $0.13
Chicago $ 29,446 $466 $0.54 -49.7% $ 58,527 $925 $1.08
------------ ---- ----- ------ ---------- ---- -----
Total $ 749,537 $308 $0.36 -28.1% $1,041,987 $428 $0.50
============ ==== ===== ====== ========== ==== =====
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (WHOLLY-OWNED PROPERTIES) - CONTINUED
(Excludes all properties acquired or stabilized after 1/1/97
<CAPTION>
1/1/98-3/31/98 1/1/97-3/31/97
--------------------------------- % --------------------------------
Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft
-------- -------- ---------- ------ ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
REPAIRS AND MAINTENANCE (ANNUALIZED) (ANNUALIZED)
- ----------------------- ------------ ------------
Dallas $ 416,861 $ 395 $0.47 -6.6% $ 446,506 $ 423 $0.51
Atlanta $ 256,309 $ 424 $0.45 3.5% $ 247,629 $ 409 $0.44
Austin $ 110,271 $ 472 $0.64 0.2% $ 110,104 $ 471 $0.64
Indianapolis $ 106,699 $ 429 $0.52 -7.7% $ 115,570 $ 464 $0.56
Kansas $ 80,945 $ 357 $0.41 -3.4% $ 83,811 $ 369 $0.43
Chicago $ 76,769 $1,214 $1.42 -6.0% $ 81,665 $1,291 $1.51
------------ ------ ----- ------ ---------- ------ -----
Total $ 1,047,854 $ 430 $0.50 -3.4% $1,085,285 $ 446 $0.52
============ ====== ===== ====== ========== ====== =====
REAL ESTATE TAXES (ANNUALIZED) (ANNUALIZED)
- ----------------- ------------ ------------
Dallas $ 1,223,846 $1,158 $1.38 17.1% $1,045,259 $ 989 $1.18
Atlanta $ 413,256 $ 683 $0.73 -5.7% $ 438,161 $ 724 $0.78
Austin $ 239,898 $1,026 $1.39 11.4% $ 215,406 $ 922 $1.25
Indianapolis $ 110,668 $ 444 $0.54 -35.5% $ 171,447 $ 689 $0.84
Kansas $ 187,653 $ 827 $0.96 -11.8% $ 212,667 $ 937 $1.09
Chicago $ 153,051 $2,420 $2.83 2.5% $ 149,376 $2,362 $2.76
------------ ------ ----- ----- ---------- ------ -----
Total $ 2,328,371 $ 956 $1.12 4.3% $2,232,316 $ 917 $1.08
============ ====== ===== ==== ========== ====== =====
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (WHOLLY-OWNED AND CO-INVESTMENT PROPERTIES)
THREE MONTHS ENDED MARCH 31, 1998 VERSUS THREE MONTHS ENDED MARCH 31, 1997
(Excludes all properties acquired or stabilized after 1/1/97)
<CAPTION>
1/1/98-3/31/98 1/1/97-3/31/97
No. of --------------------------------- % --------------------------------
Apts. Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft
------ -------- -------- ---------- ------ ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
WEIGHTED AVG. OCCUPANCY
- -----------------------
Dallas 4,226 94.6% 1.1% 93.6%
Atlanta 3,314 92.5% -1.2% 93.7%
Austin 1,523 96.3% 1.8% 94.6%
Houston 754 95.1% 2.3% 93.0%
Indianapolis 996 89.8% -2.3% 91.9%
Kansas 908 92.5% -0.5% 93.0%
Chicago 1,694 96.8% 4.0% 93.0%
------ ----- ----- -----
Weighted Average 94.1% 0.7% 93.5%
Total 13,415 ===== ===== =====
======
WEIGHTED AVG. RENTAL RATE
- -------------------------
Dallas $661 3.1% $641
Atlanta $741 0.4% $738
Austin $618 -1.0% $624
Houston $736 5.4% $699
Indianapolis $566 -1.1% $572
Kansas $643 -0.2% $645
Chicago $935 3.4% $905
---- ---- ----
Weighted Average $707 1.7% $695
==== ==== ====
TOTAL PROPERTY REVENUES PER MONTH PER MONTH
- ----------------------- --------- ---------
Dallas 4,226 $ 8,365,918 $660 $0.79 5.7% $ 7,916,312 $624 $0.74
Atlanta 3,314 $ 7,122,338 $716 $0.75 -1.6% $ 7,236,439 $728 $0.76
Austin 1,523 $ 2,828,760 $619 $0.87 0.9% $ 2,802,903 $613 $0.86
Houston 754 $ 1,657,123 $733 $0.79 6.9% $ 1,550,697 $686 $0.74
Indianapolis 996 $ 1,610,702 $539 $0.65 -2.6% $ 1,653,208 $553 $0.67
Kansas 908 $ 1,705,993 $626 $0.73 0.1% $ 1,704,151 $626 $0.73
Chicago 1,694 $ 4,859,185 $956 $1.13 7.3% $ 4,529,889 $891 $1.05
------ ----------- ---- ----- ---- ---------- ---- -----
Total $28,150,018 $699 $0.81 2.8% $27,393,599 $681 $0.79
13,415 =========== ==== ===== ==== =========== ==== =====
======
<PAGE>
AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (WHOLLY-OWNED AND CO-INVESTMENT PROPERTIES)
THREE MONTHS ENDED MARCH 31, 1998 VERSUS THREE MONTHS ENDED MARCH 31, 1997
(Excludes all properties acquired or stabilized after 1/1/97)
1/1/98-3/31/98 1/1/97-3/31/97
--------------------------------- % --------------------------------
Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft
-------- -------- ---------- ------ ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
PROPERTY OPERATING EXPENSES (ANNUALIZED) (ANNUALIZED)
- --------------------------- ------------ -----------
Dallas $ 3,478,771 $3,293 $3.92 4.6% $ 3,327,191 $3,149 $3.75
Atlanta $ 2,659,791 $3,210 $3.35 -0.1% $ 2,661,341 $3,212 $3.35
Austin $ 1,252,745 $3,290 $4.61 1.9% $ 1,228,879 $3,228 $4.52
Houston $ 707,026 $3,751 $4.06 2.3% $ 691,334 $3,668 $3.97
Indianapolis $ 560,629 $2,252 $2.73 -4.4% $ 586,636 $2,356 $2.86
Kansas $ 595,323 $2,623 $3.05 0.5% $ 592,439 $2,610 $3.03
Chicago $ 1,936,620 $4,573 $5.40 4.5% $ 1,853,389 $4,376 $5.17
------------ ------ ----- ----- ----------- ------ -----
Total $ 11,190,904 $3,337 $3.88 2.3% $10,941,210 $3,262 $3.79
============ ====== ===== ===== =========== ====== =====
Operating Efficiency 39.8% 39.9%
===== =====
</TABLE>
<TABLE>
<CAPTION>
PER MONTH PER MONTH
1998 1997 --------- ----------
NOI % %
- --- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dallas 58.4% 58.0% $ 4,887,146 $385 $0.46 6.5% $ 4,589,121 $362 $0.43
Atlanta 62.7% 63.2% $ 4,462,547 $449 $0.47 -2.5% $ 4,575,098 $460 $0.48
Austin 55.7% 56.2% $ 1,576,015 $345 $0.48 0.1% $ 1,574,024 $345 $0.48
Houston 57.3% 55.4% $ 950,097 $420 $0.45 10.6% $ 859,363 $380 $0.41
Indianapolis 65.2% 64.5% $ 1,050,072 $351 $0.43 -1.5% $ 1,066,571 $357 $0.43
Kansas 65.1% 65.2% $ 1,110,670 $408 $0.47 -0.1% $ 1,111,712 $408 $0.47
Chicago 60.1% 59.1% $ 2,922,565 $575 $0.68 9.2% $ 2,676,500 $527 $0.62
----- ----- ------------ ---- ----- ----- ----------- ---- -----
Total 60.2% 60.1% $ 16,959,113 $421 $0.49 3.1% $16,452,389 $409 $0.48
===== ============ ==== ===== ===== =========== ==== =====
Operating Margin 60.2% 60.1%
===== =====
<PAGE>
AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (WHOLLY-OWNED AND CO-INVESTMENT PROPERTIES)
THREE MONTHS ENDED MARCH 31, 1998 VERSUS THREE MONTHS ENDED MARCH 31, 1997
(Excludes all properties acquired or stabilized after 1/1/97)
1/1/98-3/31/98 1/1/97-3/31/97
--------------------------------- % --------------------------------
Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft
-------- -------- ---------- ------ ---------- -------- ---------
CAPITAL EXPENDITURES (ANNUALIZED) (ANNUALIZED)
- -------------------- ------------- ------------
Dallas $ 410,444 $388 $0.46 -41.9% $ 706,889 $669 $0.80
Atlanta $ 192,047 $232 $0.24 -2.7% $ 197,350 $238 $0.25
Austin $ 69,911 $184 $0.26 -14.4% $ 81,701 $215 $0.30
Houston $ 33,532 $178 $0.19 107.7% $ 16,148 $ 86 $0.09
Indianapolis $ 26,964 $108 $0.13 -37.6% $ 43,185 $173 $0.21
Kansas $ 59,095 $260 $0.30 125.1% $ 26,257 $116 $0.13
Chicago $ 69,348 $164 $0.19 -21.1% $ 87,870 $207 $0.25
------------ ---- ----- ------ ---------- ---- -----
Total $ 861,341 $257 $0.30 -25.7% $1,159,400 $346 $0.40
============ ==== ===== ====== ========== ==== =====
REPAIRS AND MAINTENANCE (ANNUALIZED) (ANNUALIZED)
- ----------------------- ------------ ------------
Dallas $ 416,861 $395 $0.47 -6.6% $ 446,506 $ 423 $0.50
Atlanta $ 372,768 $450 $0.47 10.7% $ 336,593 $ 406 $0.42
Austin $ 178,948 $470 $0.66 4.7% $ 170,884 $ 449 $0.63
Houston $ 43,916 $233 $0.25 7.3% $ 40,915 $ 217 $0.23
Indianapolis $ 106,699 $429 $0.52 -7.7% $ 115,570 $ 464 $0.56
Kansas $ 80,945 $357 $0.41 -3.4% $ 83,811 $ 369 $0.43
Chicago $ 273,844 $647 $0.76 5.3% $ 260,008 $ 614 $0.73
------------ ---- ----- ----- ---------- ------ -----
Total $ 1,473,982 $440 $0.51 1.4% $1,454,287 $ 434 $0.50
============ ==== ===== ===== ========== ====== =====
REAL ESTATE TAXES (ANNUALIZED) (ANNUALIZED)
- ----------------- ------------ ------------
Dallas $ 1,223,846 $1,158 $1.38 17.1% $1,045,259 $ 989 $1.18
Atlanta $ 593,181 $ 716 $0.75 -2.7% $ 609,776 $ 736 $0.77
Austin $ 387,459 $1,018 $1.43 11.1% $ 348,696 $ 916 $1.28
Houston $ 272,580 $1,446 $1.56 -1.0% $ 275,411 $1,461 $1.58
Indianapolis $ 110,668 $ 444 $0.54 -35.5% $ 171,447 $ 689 $0.84
Kansas $ 187,653 $ 827 $0.96 -11.8% $ 212,667 $ 937 $1.09
Chicago $ 666,864 $1,575 $1.86 7.2% $ 621,900 $1,468 $1.73
------------ ------ ----- ----- ---------- ------ -----
Total $ 3,442,250 $1,026 $1.19 4.8% $3,285,156 $ 980 $1.14
============ ====== ===== ==== ========== ====== =====
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
PROPERTY INFORMATION
As of March 31, 1998
<CAPTION>
Qtr ended
Mar. 31, 1998
Approx- Average Qtr ended
imate Rental Rates Mar. 31,
Number Rentable Average ------------- 1998
Year Year of Area Unit Size Per Per Average
PROPERTIES Location Acquired Completed Units (Sq Ft) (Sq Ft) Unit Sq Ft Occupancy
- ---------- -------- -------- --------- ------ --------- --------- ---- ----- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DALLAS/FT.
WORTH, TX
- ----------
Amli:
at Autumn Chase Carrollton, TX 1991 1987/96 450 374,288 832 $699 $0.84 95.1%
at Bent Tree Dallas, TX 1997 1996 300 282,774 943 833 0.88 93.3%
at Bishop's Gate West Plano, TX 1997 1997 266 292,092 1,098 1,043 0.95 90.9%
at Chase Oaks Plano, TX 1994 1986 250 193,736 775 667 0.86 93.3%
at Gleneagles Dallas, TX 1988 1987/97 590 521,302 884 716 0.81 95.1%
on the Green Ft. Worth, TX 1994 1990/93 424 358,560 846 681 0.81 92.1%
at Nantucket Dallas, TX 1988 1986 312 222,208 712 548 0.77 96.7%
of North Dallas Dallas, TX 1989/90 1985/86 1,032 905,590 878 642 0.73 93.1%
at Reflections Irving, TX 1993 1986 212 174,332 822 668 0.81 97.5%
on Rosemeade Dallas, TX 1990 1987 236 205,382 870 660 0.76 92.1%
on Timberglen Dallas, TX 1990 1985 260 201,198 774 602 0.78 96.7%
at Valley Ranch Irving TX 1990 1985 460 389,940 848 686 0.81 97.4%
----- --------- --- ---- ----- ------
Subtotal-Dallas/
Ft. Worth, TX 4,792 4,121,402 860 $693 $0.81 94.3%
----- --------- --- ---- ----- ------
ATLANTA, GA
- -----------
Amli:
at Sope Creek Marietta, GA 1982/83/
95 695 632,393 910 $690 $0.76 93.4%
at Spring Creek Dunwoody, GA 1985/86/
87/89 1,180 1,080,560 916 706 0.77 92.9%
at Vinings Atlanta, GA 1992 1985 208 229,708 1,104 781 0.71 95.7%
at Vinings-
Phase II Atlanta, GA 1997 1985 152 144,532 951 733 0.77 96.5%
at West Paces Atlanta, GA 1993 1992 337 314,707 934 861 0.92 95.1%
at Clairmont Atlanta, GA 1998 1988 288 229,335 796 606 0.76 94.2%
------ --------- ----- ---- ----- ------
Subtotal-
Atlanta, GA 2,860 2,631,235 920 $717 $0.78 93.8%
------ --------- ----- ---- ----- ------
<PAGE>
Qtr ended
Mar. 31, 1998
Approx- Average Qtr ended
imate Rental Rates Mar. 31,
Number Rentable Average ------------- 1998
Year Year of Area Unit Size Per Per Average
PROPERTIES Location Acquired Completed Units (Sq Ft) (Sq Ft) Unit Sq Ft Occupancy
- ---------- -------- -------- --------- ------ --------- --------- ---- ----- -----------
AUSTIN, TEXAS
- -------------
Amli:
at the Arboretum Austin, TX 1986 1983 231 178,116 771 $675 $0.88 96.0%
in Great Hills Austin, TX 1991 1985 344 256,892 747 670 0.90 96.3%
at Lantana Ridge Austin, TX 1997 1997 354 311,808 881 805 0.91 84.6%
at Martha's
Vineyard Austin, TX 1992 1986 360 253,328 704 597 0.85 95.1%
----- --------- --- ---- ----- -----
Subtotal-
Austin, TX 1,289 1,000,144 776 $688 $0.89 92.7%
----- --------- --- ---- ----- -----
EASTERN KANSAS
- --------------
Amli:
at Alvamar Lawrence, KS 1994 1989 152 125,800 828 $654 $0.79 90.8%
at Crown Colony Topeka, KS 1994 1986 156 120,984 776 565 0.73 95.7%
at Crown Colony II Topeka, KS 1997 64 51,292 801 631 0.79 90.6%
at Regents Center Overland Park, KS 1994 1991-95 300 274,170 914 698 0.76 89.9%
at Regents
Center II Overland Park, KS 1997 124 123,728 998 751 0.75 87.4%
at Sherwood Topeka, KS 1994 1993 300 260,340 868 624 0.72 94.3%
at Town Center Overland Park, KS 1997 1997 156 176,994 1,135 1,052 0.93 93.0%
----- --------- ----- ----- ----- -----
Subtotal
-Eastern KS 1,252 1,133,308 905 $ 704 $0.78 92.0%
----- --------- ----- ----- ----- -----
INDIANAPOLIS, IN
- ----------------
Amli:
at Riverbend Indianapolis, IN 1992/93 1983/85 996 820,712 824 $566 $0.69 89.8%
at Conner Farms Indianapolis, IN 1997 1993 300 324,636 1,082 781 0.72 94.0%
----- --------- ----- ---- ----- -----
Subtotal
-Indianapolis,
IN 1,296 1,145,348 884 $616 $0.70 90.8%
----- --------- ----- ---- ----- -----
<PAGE>
Qtr ended
Mar. 31, 1998
Approx- Average Qtr ended
imate Rental Rates Mar. 31,
Number Rentable Average ------------- 1998
Year Year of Area Unit Size Per Per Average
PROPERTIES Location Acquired Completed Units (Sq Ft) (Sq Ft) Unit Sq Ft Occupancy
- ---------- -------- -------- --------- ------ --------- --------- ---- ----- -----------
CHICAGO, IL
- ------------
Amli:
at Park Sheridan Chicago, IL 1989 1986 253 216,315 855 $ 923 $1.08 98.2%
at Poplar Creek Chicago, IL 1997 1985 196 178,490 911 1,003 1.10 92.7%
----- ---------- ----- ----- ----- -----
Subtotal
-Chicago, IL 449 394,805 879 $ 958 $1.09 95.8%
------ ---------- ----- ----- ----- -----
TOTAL
PROPERTIES 11,938 10,426,242 873 $701 $0.80 93.4%
====== ========== ==== ==== ===== =====
<PAGE>
Qtr ended
Mar. 31, 1998
Approx- Average Qtr ended
imate Rental Rates Mar. 31,
Number Rentable Average ------------- 1998
Year Year of Area Unit Size Per Per Average
PROPERTIES Location Acquired Completed Units (Sq Ft) (Sq Ft) Unit Sq Ft Occupancy
- ---------- -------- -------- --------- ------ --------- --------- ---- ----- -----------
CO-INVESTMENT
PROPERTIES
- --------------
ATLANTA, GA
Amli:
at Pleasant Hill Atlanta, GA 1996 502 501,816 1,000 $804 $0.80 88.4%
at Barrett Lakes Atlanta, GA 1997 446 460,150 1,032 824 0.80 94.1%
at River Park Atlanta, GA 1997 222 225,892 1,018 832 0.82 93.8%
at Towne Creek Gainesville, GA 1989 150 121,722 811 620 0.76 89.8%
at Willeo Creek Rosewell, GA 1995 1989 242 297,302 1,229 799 0.65 92.0%
----- --------- ----- ---- ----- ------
Subtotal-
Atlanta, GA 1,562 1,606,882 1,029 $795 $0.77 91.5%
----- --------- ----- ---- ----- ------
CHICAGO, IL
- -----------
Amli:
at Prairie
Court Oak Park, IL 1987 125 105,578 845 1,050 1.24 96.5%
at Windbrooke Buffalo Grove, IL 1995 1987 236 213,160 903 955 1.06 98.2%
at Chevy Chase Buffalo Grove, IL 1996 1988 592 480,676 812 933 1.15 96.1%
at Danada Wheaton, IL 1997 1989/1991 600 521,500 869 909 1.05 93.1%
at Willowbrook Willowbrook, IL 1996 1987 488 418,404 857 907 1.06 96.2%
----- --------- --- ---- ----- -----
Subtotal-
Chicago, IL 2,041 1,739,318 852 $929 $1.09 95.5%
----- --------- --- ---- ----- -----
EASTERN KANSAS
- --------------
AMLI at:
Regents Crest Overland Park, KS 1997 1997 368 346,488 942 $739 $0.78 94.2%
----- --------- --- ---- ----- -----
DALLAS/FT. WORTH
- ----------------
Amli:
at Verandah Arlington, TX 1997 1986/91 538 394,504 733 $688 $0.91 94.4%
------ --------- --- ---- ----- -----
<PAGE>
Qtr ended
Mar. 31, 1998
Approx- Average Qtr ended
imate Rental Rates Mar. 31,
Number Rentable Average ------------- 1998
Year Year of Area Unit Size Per Per Average
PROPERTIES Location Acquired Completed Units (Sq Ft) (Sq Ft) Unit Sq Ft Occupancy
- ---------- -------- -------- --------- ------ --------- --------- ---- ----- -----------
AUSTIN, TX
- ----------
Amli:
at Park Place Austin, TX 1994 1985 588 397,968 677 $577 $0.85 97.1%
------ --------- --- ---- ----- -----
HOUSTON, TX
Amli at:
Champions Centre Houston, TX 1994 1994 192 164,480 857 $732 $0.85 95.7%
Champions Park Houston, TX 1994 1991 246 221,646 901 712 0.79 96.2%
Greenwood Forest Houston, TX 1995 1995 316 310,844 984 757 0.77 94.0%
---- ------- --- ---- ----- -----
Subtotal-
Houston, TX 754 696,970 924 $736 $0.80 95.1%
---- ---------- ---- ---- ----- -----
TOTAL CO-INVESTMENT
PROPERTIES 5,851 5,182,130 886 797 0.90 94.4%
====== ========== === ==== ===== =====
TOTAL 17,789 15,608,372 877 $733 $0.84 93.8%
====== ========== === ==== ===== =====
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
COMPONENTS OF PROPERTY EBITDA
<CAPTION>
WHOLLY-OWNED CO-INVESTMENTS AT 100% COMBINED AT 100%
---------------------------- ---------------------------- ----------------------------
THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, MARCH 31, MARCH 31,
---------------------------- ---------------------------- ----------------------------
% % %
1998 1997 Change 1998 1997 Change 1998 1997 Change
------- ------- ------ ------- ------- ------ ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PROPERTY REVENUES
- -----------------
Rental Income
- -------------
Same Store
Communities (1) . . $18,446 17,994 2.5% 8,336 8,054 3.5% 26,782 26,048 2.8%
New Communities
(2) . . . . . . . . 810 -- 1,553 -- 2,364 --
Development and/
or Lease-up
Communities
(3) . . . . . . . . 699 131 435.4% 1,063 277 283.5% 1,761 408
Acquisition
Communities (4) . . 4,183 15 3,276 566 479.2% 7,459 581 1184.0%
------- ------- ------- ------- ------- ------- ------- ------- -------
Total . . . . . . $24,138 18,140 33.1% 14,228 8,897 59.9% 38,366 27,037 41.9%
======= ======= ======= ======= ======= ======= ======= ======= =======
Other Revenues
- --------------
Same Store
Communities . . . . $ 992 940 5.5% 376 406 1,368 1,346 1.6%
New Communities. . . 47 -- 64 -- 111 --
Development and/
or Lease-up
Communities . . . . 72 10 591.1% 117 38 189 48
Acquisition
Communities . . . . 181 -- 193 31 517.5% 374 31 1097.6%
------- ------- ------- ------- ------- ------- ------- ------- -------
Total . . . . . . $ 1,292 950 35.9% 750 475 57.9% 2,042 1,425 43.3%
======= ======= ======= ======= ======= ======= ======= ======= =======
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
COMPONENTS OF PROPERTY EBITDA - CONTINUED
WHOLLY-OWNED CO-INVESTMENTS AT 100% COMBINED AT 100%
---------------------------- ---------------------------- ----------------------------
THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, MARCH 31, MARCH 31,
---------------------------- ---------------------------- ----------------------------
% % %
1998 1997 Change 1998 1997 Change 1998 1997 Change
------- ------- ------ ------- ------- ------ ------- ------- -------
Total Property
Revenues
- ---------------
Same Store
Communities . . . . $19,438 18,934 2.7% 8,712 8,460 3.0% 28,150 27,394 2.8%
New Communities. . . 857 -- 1,618 -- 2,475 --
Development and/
or Lease-up
Communities . . . . 771 141 446.9% 1,179 315 1,950 456
Acquisition
Communities . . . . 4,364 15 3,469 597 481.2% 7,833 612 1179.6%
------- ------- ------- ------- ------- ------- ------- ------- -------
Total . . . . . . $25,430 19,090 33.2% 14,978 9,372 59.8% 40,408 28,462 42.0%
======= ======= ======= ======= ======= ======= ======= ======= =======
Total Operating
Expenses
- ---------------
Same Store
Communities . . . . $ 7,684 7,640 0.6% 3,507 3,301 6.2% 11,191 10,941 2.3%
New Communities. . . 265 -- 591 -- 856 --
Development and/
or Lease-up
Communities . . . . 478 135 253.2% 778 317 145.5% 1,255 452 177.8%
Acquisition
Communities . . . . 1,718 4 1,395 149 837.3% 3,113 153 1936.6%
------- ------- ------- ------- ------- ------- ------- ------- -------
Total . . . . . . $10,145 7,779 30.4% 6,271 3,767 66.5% 16,415 11,546 42.2%
======= ======= ======= ======= ======= ======= ======= ======= =======
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
COMPONENTS OF PROPERTY EBITDA - CONTINUED
WHOLLY-OWNED CO-INVESTMENTS AT 100% COMBINED AT 100%
---------------------------- ---------------------------- ----------------------------
THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, MARCH 31, MARCH 31,
---------------------------- ---------------------------- ----------------------------
% % %
1998 1997 Change 1998 1997 Change 1998 1997 Change
------- ------- ------ ------- ------- ------ ------- ------- -------
Property EBITDA
- ---------------
Same Store
Communities . . . . $11,755 11,294 4.1% 5,204 5,159 0.9% 16,959 16,452 3.1%
New Communities. . . 591 -- 1,027 -- 1,618 --
Development and/
or Lease-up
Communities . . . . 293 6 402 (2) 695 4
Acquisition
Communities . . . . 2,646 11 2,074 449 362.1% 4,720 460 925.8%
------- ------- ------- ------- ------- ------- ------- ------- -------
Total . . . . . . $15,285 11,311 35.1% 8,707 5,606 55.3% 23,992 16,916 41.8%
======= ======= ======= ======= ======= ======= ======= ======= =======
Company's share
of Co-investment
EBITDA . . . . . . . 2,318 1,471 57.6% 2,318 1,471 57.6%
======= ======= ======= ======= ======= =======
Percent of
Co-investment
EBITDA . . . . . . . 27% 26% 10% 9%
======= ======= ======= =======
<FN>
(1) Stabilized Communities at 1/1/97.
(2) Development Communities stabilized after 1/1/97 but before 1/1/98.
(3) Development Communities not yet stabilized.
(4) Stabilized Communities acquired after 1/1/97.
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
DEVELOPMENT ACTIVITIES
First Quarter 1998
<CAPTION>
Under Construction And/Or in Lease Up
Construc- Percent Percent
tion First Comple- Stabili- Construc- Leased
Community Number Costs Percent Start Units tion zation tion as of
Name of Units (millions) Ownership Date Occupied Date Date Complete 4/27/98
- ---------- -------- ---------- --------- --------- -------- ------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ATLANTA,
GEORGIA
- --------
AMLI:
at Killiam Farms 216 $13.9 100% 4Q/97 2Q/98 1Q/99 2Q/99 58% N/A
at Peachtree City 312 $21.5 100% 3Q/96 3Q/97 2Q/98 3Q/98 87% 90%
at Northwinds * 800 $55.5 35% 3Q/96 3Q/97 2Q/99 3Q/00 48% 38%
at Park Creek 200 $12.5 100% 2Q/97 1Q/98 3Q/98 2Q/99 72% 26%
DALLAS/FORT WORTH,
TEXAS
- -----------------
AMLI:
at Deerfield 240 $16.5 100% 4Q/97 4Q/98 2Q/99 4Q/99 4% N/A
at Fossil Creek 384 $23.6 25% 3Q/96 2Q/97 1Q/98 3Q/98 98% 77%
at Autumn Chase III 240 $14.5 100% 3Q/96 4Q/97 3Q/98 4Q/98 88% 47%
on the Parkway 240 $15.7 100% 1Q/97 2Q/98 4Q/98 2Q/99 45% 10%
AUSTIN, TEXAS
- -------------
AMLI:
at Wells Branch 576 $34.5 100% 1Q/97 1Q/98 3Q/99 2Q/00 57% 34%
AURORA, ILLINOIS
- ----------------
AMLI:
at Fox Valley 272 $24.6 25% 2Q/96 1Q/97 1Q/98 4Q/98 98% 90%
(formerly Aurora
Crossing)
Oakhurst North 464 $44.8 100% 1Q/97 2Q/98 3Q/99 2Q/00 36% 2%
----- ------
Total 3,944 $277.6
===== ======
<FN>
* Percent leased based on Phase I consisting of 652 units.
</TABLE>
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
DEVELOPMENT ACTIVITIES (continued)
First Quarter 1998
PLANNING STAGES
Number
Community Name of Units
- -------------- ----------
INDIANAPOLIS, INDIANA
- ---------------------
AMLI:
at Lake Clearwater 216
at Castle Creek 276
DALLAS/FORTH WORTH, TEXAS
- -------------------------
AMLI at Bent Tree Ridge 200
at Mesa Ridge (Fossil Creek II) 504
HOUSTON, TEXAS
- --------------
Kings Harbour 300
OVERLAND PARK, KANSAS
- ---------------------
AMLI at Wynnewood Farms 232
Regents Crest II 108
Regents Creek 224
The following is a "Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995 and Section 21E of the Securities Exchange
Act of 1934. The projections contained in the table above that are not
historical facts are forward-looking statements. Risks associated with the
Company's development, construction and lease-up activities, which could
impact the forward-looking statements may include: development
opportunities may be abandoned; construction costs of a community may
exceed original estimates, possibly making the community uneconomical;
construction and lease-up may not be completed on schedule, resulting in
increased debt service and construction costs; estimates of the costs of
improvements to bring an acquired property up to the standards established
for the market position intended for that property may prove inaccurate.
