UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Amli Residential Properties Trust
(Name of Issuer)
Common Shares of Beneficial Interest, $.01 par value per share
(Title of Class of Securities)
001735 10 9
------------------------------
(CUSIP Number)
John E. Allen, Amli Realty Co.,
125 South Wacker Drive, Suite 3100,
Chicago, Illinois 60606
(312) 984-2601
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 13, 2000
------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 2 of 28 Pages
---------------------- -------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amli Realty Co.
36-3101470
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC,00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 94,700
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
94,700
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.56%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 3 of 28 Pages
---------------------- -------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UICI
75-2044750
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC,00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 2,550,986
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 94,700
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,550,986
10 SHARED DISPOSITIVE POWER
94,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,626
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 4 of 28 Pages
---------------------- -------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald L. Jensen
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF,00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,777,598
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
2,777,598
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,912
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.77%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 5 of 28 Pages
---------------------- -------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gregory T. Mutz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF,00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 219,792
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,710,286
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
219,792
10 SHARED DISPOSITIVE POWER
2,710,286
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
284,392
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.67%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 6 of 28 Pages
---------------------- -------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John E. Allen
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF,00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 86,848
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 97,400
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
86,848
10 SHARED DISPOSITIVE POWER
97,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,848
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.57%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 7 of 28 Pages
---------------------- -------------------------
This Schedule 13D is filed as Amendment No. 3 to, and amends and
restates in its entirety, the Schedule 13D filed by Amli Realty Co.
on December 23, 1994, as amended by Amendments No. 1 and No. 2
thereto filed on February 9, 1996 and November 18, 1996,
respectively. The primary purpose of this Amendment No. 3 to
Schedule 13D is to report that, as a result of the disposition by
Amli Realty Co. of 330,759 Common Shares (as herein defined), Amli
Realty Co.'s, UICI's, Ronald L. Jensen's, Gregory T. Mutz's and
John E. Allen's beneficial ownership of Common Shares have
decreased.
ITEM 1. Security and Issuer
Common Shares of Beneficial Interest,
$.01 par value per share ("Common Shares")
Amli Residential Properties Trust (the "Issuer")
125 South Wacker Drive
Suite 3100
Chicago, Illinois 60606
ITEM 2. Identity and Background
Appendix A contains the information called for by Items 2-6 of
Schedule 13D for the executive officers and directors of each of
Amli Realty Co. and UICI.
Amli Realty Co.
a. Amli Realty Co. ("ARC"), a Delaware corporation.
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 8 of 28 Pages
---------------------- -------------------------
b. The address of ARC's principal business and principal
office is 125 South Wacker Drive, Suite 3100, Chicago,
Illinois 60606.
c. The principal business of ARC is owning, managing,
leasing, acquiring and developing real estate and
investing in real estate related securities.
d. During the last five years, ARC has not been convicted in
any criminal proceeding.
e. During the last five years, ARC has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which ARC was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
UICI
a. UICI, a Delaware corporation.
b. The address of UICI's principal business and principal
office is 4001 McEwen Drive, Suite 200, Dallas, Texas
75244.
c. The principal business of UICI is financial services,
with interests in life and health insurance and related
services, including the administration and delivery of
managed healthcare programs to select niche markets.
d. During the last five years, UICI has not been convicted
in any criminal proceeding.
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 9 of 28 Pages
---------------------- -------------------------
e. During the last five years, UICI has not been a party to
a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which UICI was
or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
Ronald L. Jensen
a. Ronald L. Jensen.
b. Mr. Jensen's business address for purposes of this
Schedule 13D is c/o UICI, 4001 McEwen Drive, Suite 200,
Dallas, Texas 75244.
c. The principal occupation of Mr. Jensen is as Chairman of
the Board of Directors of UICI, and as Director and
President of United Group Association, Inc., Williams
Square at Los Colinas, 5215 N. O'Connor, Suite 300,
Irving, Texas, 75039.
d. During the last five years, Mr. Jensen has not been
convicted in any criminal proceeding.
e. During the last five years, Mr. Jensen has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result
of which Mr. Jensen was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with
respect to such laws.
f. Mr. Jensen is a citizen of the United States of America.
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 10 of 28 Pages
---------------------- -------------------------
Gregory T. Mutz
a. Gregory T. Mutz.
b. Mr. Mutz's business address for purposes of this Schedule
13D is c/o UICI, 4001 McEwen Drive, Suite 200, Dallas,
Texas 75244.
c. The principal occupation of Mr. Mutz is as a Director and
Chairman of the Board of Directors of ARC, a Trustee and
Chairman of the Board of Trustees of the Issuer and the
President and Chief Executive Officer of UICI. The
principal business address of each of ARC and the Issuer
is 125 South Wacker Drive, Suite 3100, Chicago, Illinois
60606.
d. During the last five years, Mr. Mutz has not been
convicted in any criminal proceeding.
e. During the last five years, Mr. Mutz has not been a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which Mr.
Mutz was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
f. Mr. Mutz is a citizen of the United States of America.
John E. Allen
a. John E. Allen.
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 11 of 28 Pages
---------------------- -------------------------
b. Mr. Allen's business address for purposes of this
Schedule 13D is c/o Amli Realty Co., 125 South Wacker
Drive, Suite 3100, Chicago, Illinois, 60606.
c. The principal occupation of Mr. Allen is as a Director,
President and Treasurer of ARC and a Trustee and Vice-
Chairman of the Board of Trustees of the Issuer. The
principal business address of each of ARC and the Issuer
is 125 South Wacker Drive, Suite 3100, Chicago, Illinois
60606.
d. During the last five years, Mr. Allen has not been
convicted in any criminal proceeding.
e. During the last five years, Mr. Allen has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result
of which Mr. Allen was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with
respect to such laws.
f. Mr. Allen is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
Purchases of Common Shares subsequent to the filing of the last
amendment to this Schedule 13D were acquired for cash, the source
of which was ARC's working capital.
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 12 of 28 Pages
---------------------- -------------------------
ITEM 4. Purpose of Transaction
As of March 13, 2000, ARC completed the disposition of 330,759
Common Shares through sales in the open market in exchange for
cash. Therefore, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), beneficial
ownership of the Common Shares by the reporting persons has
decreased. The disposition of these Common Shares requires the
filing of this amendment.
ITEM 5. Interest in Securities of Issuer
Information in this Item 5 regarding the number and percentage of
Common Shares beneficially owned by each reporting person assumes
that all Units beneficially owned by the particular reporting
person are exchanged for, and all Series A Preferred Shares
beneficially owned by the particular reporting person are
converted into, Common Shares and that no Units and Series A
Preferred Shares beneficially owned by any other persons are
exchanged for or converted into Common Shares.
Amli Realty Co.
a. 94,700 Common Shares constituting 0.56% of the Common
Shares.
b. ARC has sole power to vote or to direct the vote of and
sole power to dispose or to direct the disposition of
94,700 Common Shares. ARC has shared power to vote or to
direct the vote of and shared power to dispose or to
direct the disposition of 0 Common Shares.
c. As of March 13, 2000, ARC completed the sale of 330,759
Common Shares in the open market.
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 13 of 28 Pages
---------------------- -------------------------
d. ARC beneficially owns certain Common Shares and Units
held by certain entities, and such entities may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such
Common Shares and Units.
e. Not applicable.
UICI
UICI owns 100% of the common stock of ARC. UICI may be deemed to
beneficially own the Common Shares beneficially owned by ARC.
As indicated in each case, information with regard to UICI's
beneficial ownership of Common Shares, Series A Preferred Shares
and Units in this Item 5 is presented either including or
excluding Common Shares and Units which UICI may be deemed to
beneficially own by virtue of its relationships with ARC and
affiliates of ARC and for which information is presented above in
this Item 5 with regard to ARC.
a. Beneficial ownership including Common Shares and Units
which UICI may be deemed to beneficially own by virtue of
its relationships with ARC and affiliates of ARC:
2,645,686 Common Shares (823,600 Common Shares, 100,000
Series A Preferred Shares and 1,722,086 Units)
constituting 14.1% of the Common Shares.
Beneficial ownership excluding Common Shares and Units
which UICI may be deemed to beneficially own by virtue of
its relationships with ARC and affiliates of ARC:
2,550,986 Common Shares (728,900 Common Shares, 100,000
Series A Preferred Shares and 1,722,086 Units)
constituting 13.5% of the Common Shares.
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 14 of 28 Pages
---------------------- -------------------------
b. With regard to the 94,700 Common Shares which UICI may be
deemed to beneficially own by virtue of its relationships
with ARC and affiliates of ARC, UICI may be deemed to
share the power to vote or to direct the vote of and to
dispose or to direct the disposition of such Common
Shares with certain of the other reporting persons and
persons listed on Appendix A to this Schedule 13D.
With regard to the 2,550,986 Common Shares (728,900
Common Shares, 100,000 Series A Preferred Shares and
1,722,086 Units) beneficially owned by UICI, excluding
the Common Shares which UICI may be deemed to
beneficially own by virtue of its relationships with ARC
and affiliates of ARC, UICI has sole power to vote or to
direct the vote of and sole power to dispose or to direct
the disposition of 2,432,913 Common Shares. UICI shares
the power to vote or to dispose or to direct the
disposition of (i) 104,273 Common Shares with Financial
Services Reinsurance, Ltd. and (ii) 13,800 Common Shares
with U.S. Managers Life Insurance Company, Ltd. Financial
Services Reinsurance, Ltd. is a corporation formed under
the laws of the Turks and Caicos Islands, and for
purposes of this Schedule 13D its address is 4001 McEwen
Drive, Suite 200, Dallas, Texas 75244. During the last
five years, Financial Services Reinsurance, Ltd. has not
been convicted in any criminal proceeding. During the
last five years, Financial Services Reinsurance, Ltd. has
not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result
of which Financial Services Reinsurance, Ltd. was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws. U.S.
Managers Life Insurance Company, Ltd. is a corporation
formed under the laws of the Turks and
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 15 of 28 Pages
---------------------- -------------------------
Caicos Islands, and for purposes of this Schedule 13D its
address is 4001 McEwen Drive, Suite 200, Dallas, Texas
75244. During the last five years, U.S. Managers Life
Insurance Company, Ltd. has not been convicted in any
criminal proceeding. During the last five years, U.S.
Managers Life Insurance Company, Ltd. has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result
of which U.S. Managers Life Insurance Company, Ltd. was
or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
c. No transactions in the Common Shares were effected in the
past 60 days by UICI.
d. Excluding Common Shares and Units which UICI may be
deemed to beneficially own by virtue of its relationships
with ARC and affiliates of ARC and for which information
is presented above in this Item 5 with regard to ARC, no
other person, other than certain wholly-owned
subsidiaries of UICI and Financial Services Reinsurance,
Ltd. and U.S. Managers Life Insurance Company, Ltd. (in
which UICI owns 79% of the voting stock of each
corporation), is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, Common Shares and Units
beneficially owned by UICI.
e. Not applicable.
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 16 of 28 Pages
---------------------- -------------------------
Ronald L. Jensen
Mr. Jensen is the Chairman of the Board of Directors of UICI.
Mr. Jensen beneficially owns 18.2% of the voting common stock
of UICI. Mr. Jensen may be deemed to beneficially own the
Common Shares, Series A Preferred Shares and Units
beneficially owned by UICI and ARC. Mr. Jensen disclaims
beneficial ownership of the Common Shares and Units
beneficially owned by each of UICI and ARC.
As indicated in each case, information with regard to Mr. Jensen's
beneficial ownership of Common Shares, Series A Preferred Shares
and Units in this Item 5 is presented including or excluding
Common Shares, Series A Preferred Shares and Units which Mr.
Jensen may be deemed to beneficially own by virtue of his
relationship with UICI and his or UICI's relationships with ARC
and affiliates of ARC and for which information is presented above
in this Item 5 with regard to ARC and UICI. Information in this
Schedule 13D does not include 14,399 Common Shares owned by the
R.L. Jensen Trust, as to which Mr. Jensen disclaims beneficial
ownership.
a. Beneficial ownership including Common Shares, Series A
Preferred Shares and Units which Mr. Jensen may be deemed
to beneficially own by virtue of his relationship with
UICI and his or UICI's relationships with ARC and
affiliates of ARC: 2,777,598 Common Shares (955,512
Common Shares, 100,000 Series A Preferred Shares and
1,722,086 Units) constituting 14.73% of the Common
Shares.
Beneficial ownership including Common Shares and Series A
Preferred Shares which Mr. Jensen may be deemed to
beneficially own by virtue of his relationship with UICI
but excluding Common Shares and Units which Mr. Jensen
may be deemed to beneficially own by virtue of his or
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 17 of 28 Pages
---------------------- -------------------------
UICI's relationships with ARC and affiliates of ARC:
2,682,898 Common Shares (860,812 Common Shares, 100,000
Series A Preferred Shares and 1,722,086 Units)
constituting 14.23% of the Common Shares.
Beneficial ownership excluding Common Shares, Series A
Preferred Shares and Units which Mr. Jensen may be deemed
to beneficially own by virtue of his relationship with
UICI and his or UICI's relationships with ARC and
affiliates of ARC: 131,912 Common Shares constituting
0.77% of the Common Shares.
b. With regard to the 94,700 Common Shares which Mr. Jensen
may be deemed to beneficially own by virtue of his or
UICI's relationships with ARC and affiliates of ARC, Mr.
Jensen may be deemed to share the power to vote or to
direct the vote of and to dispose or to direct the
disposition of such Common Shares and Units with certain
of the other reporting persons and persons listed on
Appendix A to this Schedule 13D.
With regard to the 2,550,986 Common Shares (728,900
Common Shares, 100,000 Series A Preferred Shares and
1,722,086 Units) which Mr. Jensen may be deemed to
beneficially own by virtue of his relationship with UICI
but excluding Common Shares and Units which Mr. Jensen
may be deemed to beneficially own by virtue of his or
UICI's relationships with ARC and affiliates of ARC, Mr.
Jensen may be deemed to share the power to vote or to
direct the vote of and to dispose or to direct the
disposition of such Common Shares and Series A Preferred
Shares with certain of the persons listed on Appendix A
to this Schedule 13D.
With regard to the 131,912 Common Shares beneficially
owned by Mr. Jensen, excluding the Common Shares, Series
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 18 of 28 Pages
---------------------- -------------------------
A Preferred Shares and Units which Mr. Jensen may be
deemed to beneficially own by virtue of his relationship
with UICI and his or UICI's relationships with ARC and
affiliates of ARC, Mr. Jensen's control of such common
shares is as follows: Mr. Jensen shares the power to vote
or to direct the vote of and to dispose or to direct the
disposition of 131,912 Common Shares with Gladys Jensen,
his wife. Mrs. Jensen, is a homemaker, and for purposes
of this Schedule 13D her address is c/o Ronald L. Jensen,
UICI, 4001 McEwen Drive, Suite 200, Dallas, Texas 75244.
During the last five years, Mrs. Jensen has not been
convicted in any criminal proceedings. During the last
five years, Mrs. Jensen has not been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Mrs. Jensen
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting, or
mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
c. No transactions in the Common Shares were effected in the
past 60 days by Mr. Jensen.
d. Excluding Common Shares and Units which Mr. Jensen may be
deemed to beneficially own by virtue of his relationship
with UICI and his or UICI's relationships with ARC and
affiliates of ARC and for which information is presented
above in this Item 5 with regard to ARC and UICI. Mr.
Jensen beneficially owns certain Common Shares held by
Gladys Jensen, his wife, and Mrs. Jensen has the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such Common
Shares.
e. Not applicable.
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 19 of 28 Pages
---------------------- -------------------------
Gregory T. Mutz
Mr. Mutz is a director and the Chairman of the Board of
Directors of ARC and the President and Chief Executive Officer
of UICI. Mr. Mutz beneficially owns 2.3% of the voting common
stock of UICI. Mr. Mutz may be deemed to beneficially own the
Common Shares, Series A Preferred Shares and Units
beneficially owned by UICI and ARC. Mr. Mutz disclaims
beneficial ownership of the Common Shares and Units
beneficially owned by each of UICI and ARC.
As indicated in each case, information with regard to Mr. Mutz's
beneficial ownership of Common Shares and Units in this Item 5 is
presented either including or excluding Common Shares and Units
which Mr. Mutz may be deemed to beneficially own by virtue of his
relationships with ARC and affiliates of ARC and for which
information is presented above in this Item 5 with regard to ARC.
a. Beneficial ownership including Common Shares, Series A
Preferred Shares and Units which Mr. Mutz may be deemed
to beneficially own by virtue of his relationship with
UICI and his or UICI's relationships with ARC and
affiliates of ARC: 2,930,078 Common Shares (1,078,905
Common Shares, 100,000 Series A Preferred Shares and
1,751,173 Units) constituting 15.52% of the Common
Shares.
Beneficial ownership including Common Shares and Series
A Preferred Shares which Mr. Mutz may be deemed to
beneficially own by virtue of his relationship with UICI
but excluding Common Shares and Units which Mr. Mutz may
be deemed to beneficially own by virtue of his or UICI's
relationships with ARC and affiliates of ARC: 2,835,378
Common Shares (984,205 Common Shares and 100,000 Series
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 20 of 28 Pages
---------------------- -------------------------
A Preferred Shares) and 1,751,173 Units constituting
15.02% of the Common Shares.
Beneficial ownership excluding Common Shares, Series A
Preferred Shares and Units which Mr. Mutz may be deemed
to beneficially own by virtue of his relationship with
UICI and his or UICI's relationships with ARC and
affiliates of ARC: 284,392 Common Shares (255,305 Common
Shares and 29,087 Units) constituting 1.67% of the Common
Shares.
b. With regard to the 94,700 Common Shares which Mr. Mutz
may be deemed to beneficially own by virtue of his or
UICI's relationships with ARC and affiliates of ARC, Mr.
Mutz may be deemed to share the power to vote or to
direct the vote of and to dispose or to direct the
disposition of such Common Shares and Units with certain
of the other reporting persons and persons listed on
Appendix A to this Schedule 13D.
With regard to the 2,550,986 Common Shares (728,900
Common Shares, 100,000 Series A Preferred Shares and
1,722,086) which Mr. Mutz may be deemed to beneficially
own by virtue of his relationship with UICI but excluding
Common Shares and Units which Mr. Mutz may be deemed to
beneficially own by virtue of his or UICI's relationships
with ARC and affiliates of ARC, Mr. Mutz may be deemed to
share the power to vote or to direct the vote of and to
dispose or to direct the disposition of such Common
Shares and Series A Preferred Shares with certain of the
persons listed on Appendix A to this Schedule 13D.
With regard to the 284,392 Common Shares (255,305 Common
Shares and 29,087 Units) beneficially owned by Mr. Mutz,
excluding the Common Shares and Units which Mr. Mutz may
be deemed to beneficially own by virtue of his
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 21 of 28 Pages
---------------------- -------------------------
relationship with UICI and his or UICI's relationships
with ARC and affiliates of ARC, Mr. Mutz's control of
such Common Shares is as follows: Mr. Mutz has sole power
to vote or to direct the vote of and sole power to
dispose or to direct the disposition of 219,792 Common
Shares (190,705 Common Shares and 29,087 Units). Mr. Mutz
shares the power to vote or to direct the vote of and to
dispose or to direct the disposition of (i) 8,600 Common
Shares with Allan J. Sweet, (ii) 8,000 Common Shares with
Emily Mutz, his wife, and (iii) 48,000 Common Shares with
his brother, Frank Mutz. Mr. Allan J. Sweet is President
of the Issuer, and for purposes of this Schedule 13D his
address is c/o Amli Residential Properties Trust, 125
South Wacker Drive, Suite 3100, Chicago, Illinois 60606.
During the last five years, Mr. Sweet has not been
convicted in any criminal proceeding. During the last
five years, Mr. Sweet has not been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Mr. Sweet was
or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws. Mrs. Emily Mutz is a homemaker, and for
purposes of this Schedule 13D her address is c/o Gregory
T. Mutz, 4001 McEwen Drive, Suite 200, Dallas, Texas
75244. During the last five years, Mrs. Mutz has not been
convicted in any criminal proceeding. During the last
five years, Mrs. Mutz has not been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Mrs. Mutz was
or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws. Mr. Frank Mutz is the President of Moncreif
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 22 of 28 Pages
---------------------- -------------------------
Unique Indoor Comfort, Atlanta, Georgia, his address is
935 Chattahoochee N.W., Atlanta, Georgia 30318, and he is
a citizen of the United States of America. During the
last five years, Mr. Frank Mutz has not been convicted in
any criminal proceeding. During the last five years, Mr.
Frank Mutz has not been a party to a civil proceeding of
a judicial or administrative body of competent
jurisdiction as a result of which Mr. Frank Mutz was or
is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
c. No transactions in the Common Shares were effected in the
past 60 days by Mr. Mutz.
d. Excluding Common Shares and Units which Mr. Mutz may be
deemed to beneficially own by virtue of his relationships
with ARC and affiliates of ARC and for which information
is presented above in this Item 5 with regard to ARC, Mr.
Mutz beneficially owns certain Common Shares and Units
held by certain entities and by members of Mr. Mutz's
family, and such entities and members of Mr. Mutz's
family may have the right to receive or the power to
direct the receipt of dividends from, or the proceeds
from the sale of, such Common Shares and Units.
e. Not applicable.
John E. Allen
Mr. Allen is a Director, the President and the Treasurer of
ARC. Mr. Allen may be deemed to beneficially own the Common
Shares and Units beneficially owned by ARC. Mr. Allen
disclaims beneficial ownership of the Common Shares and Units
beneficially owned by ARC.
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 23 of 28 Pages
---------------------- -------------------------
As indicated in each case, information with regard to Mr. Allen's
beneficial ownership of Common Shares and Units in this Item 5 is
presented either including or excluding Common Shares and Units
which Mr. Allen may be deemed to beneficially own by virtue of his
relationships with ARC and affiliates of ARC and for which
information is presented above in this Item 5 with regard to ARC.
a. Beneficial ownership including Common Shares and Units
which Mr. Allen may be deemed to beneficially own by
virtue of his relationships with ARC and affiliates of
ARC: 181,548 Common Shares (180,114 Common Shares and
1,434 Units) constituting 1.07% of the Common Shares.
Beneficial ownership excluding Common Shares and Units
which Mr. Allen may be deemed to beneficially own by
virtue of his relationships with ARC and affiliates of
ARC: 86,848 Common Shares (85,414 Common Shares and 1,434
Units) constituting 0.51% of the Common Shares.
b. With regard to the 94,700 Common Shares which Mr. Allen
may be deemed to beneficially own by virtue of his
relationships with ARC and affiliates of ARC, Mr. Allen
may be deemed to share the power to vote or to direct the
vote of and to dispose or to direct the disposition of
such Common Shares and Units with certain of the other
reporting persons and persons listed on Appendix A to
this Schedule 13D.
With regard to the 86,848 Common Shares (85,414 Common
Shares and 1,434 Units) beneficially owned by Mr. Allen,
excluding the Common Shares and Units which Mr. Allen may
be deemed to beneficially own by virtue of his
relationships with ARC and affiliates of ARC, Mr. Allen
has sole power to vote or to direct the vote of and sole
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 24 of 28 Pages
---------------------- -------------------------
power to dispose or to direct the disposition of all such
Common Shares.
c. No transactions in the Common Shares were effected in the
past 60 days by Mr. Allen.
d. Excluding Common Shares and Units which Mr. Allen may be
deemed to beneficially own by virtue of his relationships
with ARC and affiliates of ARC and for which information
is presented above in this Item 5 with regard to ARC, no
other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the
proceeds from the sale of, Common Shares and Units
beneficially owned by Mr. Allen.
e. Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The Issuer has entered into a Registration Rights and Lock-Up
Agreement (the "Registration Rights and Lock-Up Agreement") filed
as an exhibit to the Schedule 13D which this Schedule 13D amends.
The Registration Rights and Lock-Up Agreement, among other things,
limits transfer of (i) Common Shares received in the private
placement which occurred concurrently with the initial public
offering of Common Shares and (ii) Common Shares received in
exchange for Units. Additionally, the Registration Rights and
Lock-Up Agreement provides certain registration rights to the
parties thereto who are holders of such Common Shares. A copy of
the Registration Rights and Lock-Up Agreement was filed as Exhibit
A to the Schedule 13D (filed December 23, 1994) which this
amendment amends and is incorporated by reference herein.
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 25 of 28 Pages
---------------------- -------------------------
The Amended and Restated Agreement of Limited Partnership of Amli
Residential Properties, L.P. (the "Agreement of Limited
Partnership") was filed as an exhibit to the Schedule 13D which
this Schedule 13D amends. Pursuant to Section 4.2(e) of the
Agreement of Limited Partnership, limited partners may, on meeting
certain conditions, exchange Units for Common Shares at any time
on or after February 15, 1995. A copy of the Agreement of Limited
Partnership was filed as Exhibit B to the Schedule 13D (filed
December 23, 1994) which this amendment amends and is incorporated
by reference herein.
The 100,000 Series A Preferred Shares acquired by ARC were
acquired for a purchase price of $20.00 per share pursuant to the
Series A Preferred Shares Purchase Agreement, dated as of January
18, 1996 (the "Purchase Agreement"), by and between the Issuer and
ARC. The Purchase Agreement contains various provisions regarding
the purchase of these Series A Preferred Shares. A copy of the
Purchase Agreement was filed as Exhibit D to the Amendment No. 1
of Schedule 13D (filed February 9, 1996) which this amendment
amends and is incorporated by reference herein.
The Series A Preferred Shares were classified and designated by
the Issuer pursuant to Articles Supplementary, dated as of January
30, 1996 (the "Articles Supplementary"). Pursuant to Section 5 of
the Articles Supplementary, each Series A Preferred Share is
convertible into one Common Share (subject to adjustment upon
events described in Section 5). Additionally, pursuant to Section
6 of the Articles Supplementary, on and after January 30, 2001,
the Series A Preferred Shares may be redeemed for cash or, subject
to certain conditions set forth in Section 6, for Common Shares. A
copy of the Articles Supplementary was filed as Exhibit E to the
Amendment No. 1 of Schedule 13D (filed February 9, 1996) which
this amendment amends and is incorporated by reference herein.
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 26 of 28 Pages
---------------------- -------------------------
The 100,000 Series A Preferred Shares acquired by UICI were
acquired for a purchase price of $20.00 per share pursuant to the
Series A Preferred Shares Purchase Agreement, dated as of January
18, 1996 (the "Purchase Agreement"), by and between the Issuer and
United Group Reinsurance, Inc., a wholly-owned subsidiary of UICI.
The Purchase Agreement contains various provisions regarding the
purchase of these Series A Preferred Shares. A copy of the
Purchase Agreement is filed as Exhibit F to this amendment to
Schedule 13D and is incorporated by reference herein.
ITEM 7. Material to be Filed as Exhibits
EXHIBIT A -- Registration Rights and Lock-Up
Agreement, dated as of February 15, 1994,
by and among Amli Residential Properties
Trust and the Persons listed on Schedule
A thereof (previously filed).
EXHIBIT B -- Amended and Restated Agreement of Limited
Partnership of Amli Residential
Properties, L.P. (previously filed).
EXHIBIT C -- Agreement relating to filing joint
Schedule 13D.
EXHIBIT D -- Series A Preferred Shares Purchase
Agreement, dated as of January 18, 1996,
by and between Amli Residential
Properties Trust and Amli Realty Co.
(previously filed).
EXHIBIT E -- Articles Supplementary, dated as of
January 30, 1996, Classifying and
designating Series A Cumulative
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 27 of 28 Pages
---------------------- -------------------------
Convertible Preferred Shares of
Beneficial Interest (previously filed).
EXHIBIT F -- Series A Preferred Shares Purchase
Agreement, dated as of January 18, 1996,
by and between Amli Residential
Properties Trust and United Group
Reinsurance, Inc. (previously filed).
EXHIBIT G -- Power of Attorney granted to Gary L.
Friedman from Ronald L. Jensen
<PAGE>
SCHEDULE 13D
CUSIP NO. 001735 10 9 Page 28 of 28 Pages
---------------------- -------------------------
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
This statement may be executed in multiple counterparts, each of which
shall constitute an original.
March 13,2000
- ------------------------
Date
AMLI REALTY CO. UICI
By: /s/ John E. Allen By: /s/ Glenn W. Reed
---------------------- ------------------
Name: John E. Allen Name: Glenn W. Reed
Title: President Title: Executive Vice Presient
and General Counsel
/s/ Gregory T. Mutz *
- ------------------------------ --------------------
Gregory T. Mutz Ronald L. Jensen
/s/ John E. Allen
- ------------------------------
John E. Allen
* By: Gary L. Friedman
- ------------------------------
Attorney in Fact
<PAGE>
APPENDIX A
Capitalized terms used but not defined herein shall have the respective
meanings assigned such terms in the joint Schedule 13D of Amli Realty Co.
("ARC"), UICI, Ronald L. Jensen, Gregory T. Mutz and John E. Allen, to
which this is attached as Appendix A.
Information regarding the number and percentage of Common Shares
beneficially owned by any person assumes that all Units and Series A
Preferred Shares beneficially owned by such person are exchanged for or
converted into Common Shares and that no Units and Series A Preferred
Shares beneficially owned by other persons are exchanged for or converted
into Common Shares.
Beneficial ownership reported for the persons listed in this Appendix A
does not include Common Shares which any such person may be deemed to
beneficially own by virtue of such person's relationship with UICI and such
person's or UICI's relationships with ARC.
(a) Executive Officers and Directors Of Amli Realty Co. Set forth
below are the name and positions held of each director and
executive officer of ARC. References to persons listed below
include persons sharing beneficial ownership of Common Shares
with a director or executive officer. Unless otherwise noted,
the principal occupation or employment of each person listed
below is his or her position with ARC. The address of each
person for purposes of this Schedule 13D is c/o Amli Realty Co.,
125 South Wacker Drive, Suite 3100, Chicago, Illinois 60606.
All persons listed below are U.S. citizens. During the last
five years, to the best knowledge of ARC, none of the
persons listed below has been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as
a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws.
<PAGE>
John E. Allen
Director, President and Treasurer
Mr. Allen is one of the reporting persons filing the joint
Schedule 13D to which this Appendix A is attached.
Information regarding Mr. Allen is presented in such
Schedule 13D.
Gregory T. Mutz
Director and Chairman of the Board of Directors
Mr. Mutz is one of the reporting persons filing the joint
Schedule 13D to which this Appendix A is attached.
Information regarding Mr. Mutz is presented in such
Schedule 13D.
To the best knowledge of the reporting persons, none of the persons listed
above has any further information to report in response to Items 2-6 of
Schedule 13D.
(b) Executive Officers and Directors of UICI. Set forth below are
the name and positions held of each director and executive
officer of UICI. References to persons listed below include
persons sharing beneficial ownership of Common Shares with a
director or executive officer. Unless otherwise noted, the
principal occupation or employment of each person listed below
is his or her position with UICI.
All persons listed below are U.S. citizens. During the last
five years, to the best knowledge of ARC and UICI, none of
the persons listed below has been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws.
<PAGE>
Ronald L. Jensen
Chairman of the Board of Directors
Director and President of United Group Association, Inc.,
Irving, Texas
Mr. Jensen is one of the reporting persons filing the
joint Schedule 13D to which this Appendix A is attached.
Information regarding Mr. Jensen is presented in such
Schedule 13D.
Gregory T. Mutz
Director, President and CEO
Mr. Mutz is one of the reporting persons filing the joint
Schedule 13D to which this Appendix A is attached.
Information regarding Mr. Mutz is presented in such
Schedule 13D.
Richard T. Mockler
Director
Retired, Former Partner with Ernst & Young, Dallas, Texas
Mr. Mockler's address for purposes of this Schedule 13D
is 1444 Greathouse Road, Waxahachie, Texas 75165
Patrick J. McLaughlin
Director
President, Emerald Capital Group, Ltd., Rosemont,
Pennsylvania 19010
Mr. McLaughlin's address for purposes of this Schedule 13D
is 100 Chetwynd Drive, Suite 202, Rosemont, Pennsylvania
19010
Stuart D. Bilton
Director
President, Chicago Trust Company, Chicago, Illinois 60610
<PAGE>
Mr. Bilton's address for purposes of this Schedule 13D is
171 N. Clark Street, Chicago, Illinois 60610
George H. Lane, III
Director
CEO of Lane Company, Atlanta, Georgia
Mr. Lane's address for purposes of this Schedule 13D is
1050 Crown Pointe Parkway, Suite 500, Atlanta Georgia
30338
Glenn W. Reed
Executive Vice President and General Counsel (also
Director and Executive Officer of Insurance Subsidiaries
of UICI)
Mr. Reed's address for purposes of this Schedule 13D is
4001 McEwen Drive, Suite 200, Dallas, Texas 75244
William P. Benac
Executive Vice President and CFO (also President &
CEO of United Credit Serv, Inc.)
Mr. Benac's address for purposes of this Schedule 13D is
4001 McEwen Drive, Suite 200, Dallas, Texas 75244
Vernon R. Woelke
Director, Vice President and Treasurer (also Director and
Executive Officer of Insurance Subsidiaries of UICI)
Mr. Woelke's address for purposes of this Schedule 13D is
4001 McEwen Drive, Suite 200, Dallas, Texas 75244.
William J. Gedwed
Vice President (also President of National Motor Club of
America, Inc. and Director and Executive Officer of
Insurance Subsidiaries of UICI)
<PAGE>
Mr. Gedwed's address for purposes of this Schedule 13D is
4001 McEwen Drive, Suite 200, Dallas, Texas 75244
Steven K. Arnold
Vice President (also Director and Executive Officer of
Insurance Subsidiaries of UICI)
Mr. Arnold's address for purposes of this Schedule 13D is
4001 McEwen Drive, Suite 200, Dallas, Texas 75244
Charles T. Prater
Director and Vice President (also Director and Executive
Officer of Insurance Subsidiaries of UICI)
Mr. Prater's address for purposes of this Schedule 13D is
501 W. 1-44 Service Road, Suite 400, Oklahoma City,
Oklahoma 73118.
Robert B. Vlach
Vice President and General Counsel -- Insurance Operations
(also Director, Executive Officer and General Counsel of
Insurance Subsidiaries of UICI)
Mr. Vlach's address for purposes of this Schedule 13D is
4001 McEwen Drive, Suite 200, Dallas, Texas 75244.
Matthew R. Cassell
Vice President
Mr. Cassell's address for purposes of this Schedule 13D is
4001 McEwen Drive, Suite 200, Dallas, Texas 75244
To the best knowledge of the reporting persons, none of the
persons listed above has any further information to report
in response to Items 2-6 of Schedule 13D.
<PAGE>
EXHIBIT INDEX
EXHIBIT A -- Registration Rights and Lock-Up
Agreement, dated as of
February 15, 1994, by and among
Amli Residential Properties
Trust and the Persons listed on
Schedule A thereof (previously
filed).
EXHIBIT B -- Amended and Restated Agreement
of Limited Partnership of Amli
Residential Properties, L.P.
(previously filed).
EXHIBIT C -- Agreement relating to filing
joint Schedule 13D.
EXHIBIT D -- Series A Preferred Shares
Purchase Agreement, dated as of
January 18, 1996, by and
between Amli Residential
Properties Trust and Amli
Realty Co. (previously filed).
EXHIBIT E -- Articles Supplementary, dated
as of January 30, 1996,
Classifying and designating
Series A Cumulative Convertible
Preferred Shares of Beneficial
Interest (previously filed).
EXHIBIT F -- Series A Preferred Shares
Purchase Agreement, dated as of
January 18, 1996, by and
between Amli Residential
Properties Trust and United
Group Reinsurance, Inc.
(previously filed).
EXHIBIT G -- Power of Attorney granted to
Gary L. Friedman from Ronald L.
Jensen.
<PAGE>
Exhibit C
This Agreement is entered into by and among Amli Realty Co., a
Delaware corporation, Gregory T. Mutz, John E. Allen, UICI, a Delaware
corporation, and Ronald L. Jensen.
Each of the persons named above hereby agrees that the
Schedule 13D of even date herewith and to which this Agreement is attached
as an exhibit, which is to be filed with the Securities and Exchange
Commission, is to be filed on behalf of each such person.
This Agreement may be executed in multiple counterparts,
each of which shall constitute an original.
IN WITNESS WHEREOF, each of the undersigned has executed
this Agreement or caused this Agreement to be executed on its behalf this
13th day of March, 2000.
AMLI REALTY CO.
By: /s/ John E. Allen
---------------------
Name: John E. Allen
Title: President
/s/ Gregory T. Mutz
--------------------------
Gregory T. Mutz
/s/ John E. Allen
--------------------------
John E. Allen
UICI
By: /s/ Glenn W. Reed
-----------------------
Name: Glenn W. Reed
Title: Executive Vice President
and General Counsel
*
---------------------
Ronald L. Jensen
*By: Gary L. Friedman
--------------------
Attorney in Fact
<PAGE>
Exhibit G
SPECIAL POWER OF ATTORNEY
THE STATE OF TEXAS }
} KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT }
That I, Ronald L. Jensen, of Dallas, Texas, do hereby constitute
and appoint Gary Friedman, of Hurst, Texas, my lawful attorney for me in my
name, place and stead, and on my behalf, to execute on my behalf all
necessary filings with the Securities and Exchange Commission and to take
any and all other actions that are necessary or incidental to the
consummation of the transactions contemplated thereby.
I hereby give and grant to my said attorney full power and
authority to do and perform every act necessary and proper to be done in
the exercise of any of the foregoing powers as fully as I might or could do
if I was personally present. I further authorize and empower my said
attorney to make appointment of attorney by substitution and hereby ratify
and confirm all such lawful acts that my said attorney or his substitute
may do or cause to be done by virtue hereof.
This Power of Attorney shall become effective as of February 10,
2000, and shall continue unless and until I revoke it in writing, but not
later than February 15, 2001.
IN WITNESS WHEREOF, I have hereunto set my set my hand this 10th
day of February, 2000.
/s/ Ronald L. Jensen
---------------------
Ronald L. Jensen
<PAGE>
THE STATE OF TEXAS }
}
COUNTY OF TARRANT }
BEFORE ME, the undersigned notary, on this day personally appeared
Ronald L. Jensen, known to me to be the person whose name is subscribed to
the foregoing instrument and, being by me first duly sworn, acknowledged to
me that he executed the same for the purposes and consideration therein
expressed.
Given under my hand and seal of office this 14th day of February,
2000.
/s/ Lori Aukes
---------------------
Notary Public
(SEAL)
