SUMMIT PROPERTIES INC
8-K, 1997-12-16
REAL ESTATE INVESTMENT TRUSTS
Previous: ESC STRATEGIC FUNDS INC, NSAR-A/A, 1997-12-16
Next: SUMMIT PROPERTIES INC, 424B2, 1997-12-16



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                         -------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                         -------------------------------


      Date of Report (Date of earliest event reported): DECEMBER 12, 1997
                                                        -----------------



                            SUMMIT PROPERTIES INC.
               (Exact name of Registrant as specified in charter)



        DELAWARE                        1-12792                  56-1857807
- ---------------------           ------------------------    -------------------
(State or other jurisdiction    (Commission file number)    (IRS employer
    of incorporation)                                       identification no.)



             212 SOUTH TRYON STREET, SUITE 500, CHARLOTTE, NC 28281
             ------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                                 (704) 334-9905
                                 --------------  
              (Registrant's telephone number, including area code)



<PAGE>   2


ITEM 5.  OTHER EVENTS

         Summit Properties Partnership, L.P. (the "Partnership"), the entity
through which Summit Properties Inc. (the "Company") principally conducts its
business, anticipates completion of the offering of $30,000,000 aggregate
principal amount of its 6 5/8% Notes due 2003 (the "Notes") on December 17,
1997. The offering of the Notes will be made pursuant to a Prospectus Supplement
dated December 12, 1997 relating to the Prospectus dated July 29, 1997 which was
originally filed with the Partnership's and the Company's shelf registration
statement on Form S-3 (file no. 333-25575).

         The Notes will bear interest at 6 5/8% per annum and will mature on
December 15, 2003. The Notes will bear interest from December 17, 1997 or from
the immediately preceding Interest Payment Date (as defined below) to which
interest had been paid, payable semi-annually in arrears on June 15 and
December 15 of each year, commencing June 15, 1998 (each, an "Interest Payment
Date"), to the persons in whose name the Notes are registered in the security
register on the preceding June 1 or December 1, as the case may be. Interest on
the Notes will be computed on the basis of a 360-day year of twelve 30-day
months.

         The Notes may be redeemed at any time at the option of the
Partnership, in whole or in part, at a redemption price equal to the sum of (i)
the principal amount of the Notes being redeemed plus accrued interest thereon
to the redemption date and (ii) the Make-Whole Amount (as defined in
Supplemental Indenture No. 2 referenced below), if any, with respect to such
Notes.

         The Notes will be issued under an Indenture and Supplemental Indenture
No. 2 between the Partnership and First Union National Bank, as Trustee. The
underwriting discount for the Notes will be .625% and the price to the public
will be 99.786% of the principal amount of the Notes.

         The anticipated net proceeds to the Partnership from the sale of the
Notes will be approximately $29.6 million. The Partnership intends to use the
net proceeds to repay borrowings under its unsecured credit facility.

         Delivery of the Notes is expected to be made on December 17, 1997
through the facilities of The Depository Trust Company, against payment
therefor in immediately available funds.

<PAGE>   3


ITEM 7.  FINANCIAL STATEMENTS

EXHIBIT NUMBER    EXHIBIT

    1.1           Definitive Underwriting Agreement, dated December 12, 1997,
                  relating to the 6 5/8% Notes due 2003 (incorporated by
                  reference to the Form 8-K filed by Summit Properties 
                  Partnership, L.P. on December 16, 1997 (File No. 0-22411)).

    4.1           Definitive Indenture, dated as of August 7, 1997, between
                  Summit Properties Partnership, L.P. and First Union National
                  Bank (incorporated by reference to the Form 8-K filed by
                  Summit Properties Partnership, L.P. on August 11, 1997)
                  (File No. 0-22411)).

    4.2           Form of Supplemental Indenture No. 2, between Summit 
                  Properties Partnership, L.P. and First Union National Bank,
                  including a form of the 6 5/8% Note due 2003 (incorporated by
                  reference to the Form 8-K filed by Summit Properties 
                  Partnership, L.P. on December 16, 1997 (File No. 0-22411)).

   12.1           Summit Properties Partnership, L.P. Calculation of Ratios of 
                  Earnings to Fixed Charges Nine Months ended September 30,
                  1997 and Years Ended December 31, 1996, 1995, 1994, 1993 and
                  1992 (incorporated by reference to the Form 8-K filed by 
                  Summit Properties Partnership, L.P. on December 16, 1997 
                  (File No. 0-22411)).
<PAGE>   4


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be filed on its
behalf by the undersigned hereunto duly authorized.

                                      SUMMIT PROPERTIES INC.



Dated: December 16, 1997              By: /s/ Michael L. Schwarz
                                          ------------------------------------
                                          Michael L. Schwarz
                                          Executive Vice President
                                          Chief Financial Officer


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission