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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(AMENDMENT NO. 1)(1)
Summit Properties Partnership, L.P.
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(Name of Issuer)
Common Units of Limited Partnership Interest
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(Title of Class of Securities)
N/A
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(CUSIP Number)
William F. Paulsen, 212 South Tryon Street, Suite 500,
Charlotte, NC 28281 (704) 334-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 27, 1999
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(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 13d-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.
(Continued on following pages)
(Page 1 of 10 Pages)
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(1) 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 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).
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CUSIP NO. N/A 13D PAGE 2 OF 10 PAGES
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Summit Properties Inc.
56-1857807
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland
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7. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 27,597,339 (7/27/99) 26,872,916 (10/7/99)
REPORTING PERSON WITH 27,235,666 (8/25/99) 26,533,880 (11/29/99)
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8. SHARED VOTING POWER -0-
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9. SOLE DISPOSITIVE POWER
27,597,339 (7/27/99) 26,872,916 (10/7/99)
27,235,666 (8/25/99) 26,533,880 (11/29/99)
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10. SHARED DISPOSITIVE POWER -0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,597,339 (7/27/99) 26,872,916 (10/7/99)
27,235,666 (8/25/99) 26,533,880 (11/29/99)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.1% (7/27/99) 85.8% (10/7/99)
86.0% (8/25/99) 85.7% (11/29/99)
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 1 to Schedule 13D amends the statement on Schedule 13D
(the "Initial Statement") which was filed by Summit Properties Inc. (the
"Reporting Person") on March 15, 1999 and relates to common units of limited
partnership interest ("Units") in Summit Properties Partnership, L.P., a
Delaware limited partnership (the "Issuer"). The Initial Statement is hereby
amended as set forth below. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Initial Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended by attaching hereto and incorporating herein a
revised Schedule I which replaces in its entirety the Schedule I included as a
part of the Initial Statement.
ITEM 4. PURPOSE OF TRANSACTIONS.
Item 4 of the Initial Statement is hereby amended and supplemented by
adding thereto the following information:
Information regarding the nature of the acquisitions and dispositions of
Units of the Issuer by the Reporting Person on the dates listed in Item 5(a)
below is set forth on Schedule II hereto, which is incorporated herein by
reference.
On May 11, 1999, the Board of Directors of the Reporting Person
authorized a common stock repurchase program (the "Repurchase Program") pursuant
to which the Reporting Person is authorized to purchase up to an aggregate of
$50 million of currently issued and outstanding Common Stock. All repurchases
have and will be made on the open market at prevailing prices. This authority
may be exercised from time to time and in such amounts as market conditions
warrant. Upon the repurchase of a share of Common Stock, the Reporting Person
simultaneously disposes of one Unit of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) is hereby amended and restated as follows:
(a) The Reporting Person beneficially owned: (i) 27,597,339 Units, or
approximately 86.1% of the outstanding Units, as of July 27, 1999; (ii)
27,235,666 Units, or approximately 86.0% of the outstanding Units, as of August
25, 1999; (iii) 26,872,916 Units, or approximately 85.8% of the outstanding
Units, as of October 7, 1999; and (iv) 26,533,880 Units, or approximately 85.7%
of the outstanding Units, as of November 29, 1999. Information regarding the
number and percentage of Units beneficially owned by directors and executive
officers of the Reporting Person is set forth on Schedule I.
Item 5(c) is amended by attaching hereto and incorporating herein a
revised Schedule II which replaces in its entirety the Schedule II included as a
part of the Initial Statement.
Item 5(a) is hereby amended and restated as follows:
(d) No person other than the Reporting Person has the right to receive or
the power to direct the receipt of distributions with respect to, or the
proceeds from the sale of, the Units beneficially owned by the Reporting Person.
No person other than the director or executive officer
(Page 3 of 10 Pages)
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of the Reporting Person who is the beneficial owner of Units has the right to
receive or the power to direct the receipt of distributions with respect to, or
the proceeds from the sale of, the Units owned by such person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Initial Statement is hereby amended and supplemented by
adding thereto the following information:
Exhibit No. Description
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6 Fourteenth Amendment to Agreement of Limited Partnership of
Summit Properties Partnership, L.P. (incorporated herein by
reference to Exhibit 3.1 to the Issuer's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1999, File
No. 000-22411).
7 Fifteenth Amendment to Agreement of Limited Partnership of
Summit Properties Partnership, L.P. (incorporated herein by
reference to Exhibit 3.2 to the Issuer's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1999, File
No. 000-22411).
8 Sixteenth Amendment to Agreement of Limited Partnership of
Summit Properties Partnership, L.P. (incorporated herein by
reference to Exhibit 3.3 to the Issuer's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1999, File
No. 000-22411).
9 Amendment, dated as of September 3, 1999, to Agreement of
Limited Partnership of Summit Properties Partnership, L.P.,
designating 8.75% Series C Cumulative Redeemable Perpetual
Preferred Units (incorporated herein by reference to Exhibit
3.1 to the Issuer's Current Report on Form 8-K filed on
September 17, 1999, File No. 000-22411).
(Page 4 of 10 Pages)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
December 29, 1999
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(Date)
/s/ Michael L. Schwarz
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(Signature)
Michael L. Schwarz/
Executive Vice President
and Chief Financial Officer
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(Name/Title)
(Page 5 of 10 Pages)
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SCHEDULE I
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Principal Occupation or Employment/ Number of Units
Name Name and Address of Business (1) Beneficially Owned (2)
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DIRECTORS AND EXECUTIVE OFFICERS:
William B. McGuire Chairman of the Board of Directors of 620,313 (3)
the Reporting Person
William F. Paulsen Chief Executive Officer of 596,045 (4)
the Reporting Person
Steven R. LeBlanc President and Chief Operating Officer -0-
of the Reporting Person
DIRECTORS:
James H. Hance, Jr. Vice Chairman and
Chief Financial Officer -0-
Bank of America
100 North Tryon Street
Charlotte, NC 28202
Henry H. Fishkind President -0-
Fishkind & Associates, Inc.
11869 High Tech Avenue
Orlando, FL 32817
Nelson Schwab III Managing Director -0-
Carousel Capital
201 North Tryon Street
Charlotte, NC 28202
James M. Allwin President -0-
AETOS Capital, LLC
375 Park Avenue
New York, NY 10152
EXECUTIVE OFFICERS:
Michael L. Schwarz Executive Vice President and Chief -0-
Financial Officer of the Reporting Person
William B. Hamilton Executive Vice President -0-
of the Reporting Person
</TABLE>
(Page 6 of 10 Pages)
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(1) Unless otherwise noted, the business address of such person is Summit
Properties Inc., 212 South Tryon Street, Suite 500, Charlotte, NC
28281.
(2) Each person possesses sole voting and dispositive power with respect to
the Units beneficially owned by such person as set forth above.
(3) Represents approximately 1.9%, 2.0%, 2.0% and 2.0% of the Units
outstanding as of July 27, 1999, August 25, 1999, October 7, 1999 and
November 29, 1999, respectively.
(4) Represents approximately 1.9% of the Units outstanding as of each of
July 27, 1999, August 25, 1999, October 7, 1999 and November 29, 1999.
(Page 7 of 10 Pages)
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SCHEDULE II
Described below are the acquisitions and dispositions of Units of the
Issuer by the Reporting Person on each of the dates listed in Item 5(a) and
during the 60 days prior to each such date. With respect to those acquisitions
of Units which resulted from the issuance of additional shares of Common Stock
by the Reporting Person, the consideration paid to the Issuer for each Unit
acquired was calculated based on the market value of the Common Stock on the New
York Stock Exchange on the date of acquisition or for a period of days prior to
such acquisition. With respect to any Units acquired by the Reporting Person
from a redeeming limited partner of the Issuer, the consideration paid to such
limited partner was one share of Common Stock for each Unit tendered for
redemption. With respect to the Units disposed of by the Reporting Person as a
result of the Repurchase Program, each such Unit corresponds to the repurchase
by the Reporting Person of one share of its Common Stock.
Date No. of Units Nature of Transaction
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5/28/99 14,300 Repurchase of shares of Common Stock by the
Reporting Person pursuant to the Repurchase
Program
6/99 323,400 Repurchase of shares of Common Stock by the
Reporting Person pursuant to the Repurchase
Program
6/17/99 4,600 Issuance of shares of Common Stock by the
Reporting Person upon exercise of stock
options granted pursuant to the 1994 Stock
Option and Incentive Plan, as amended and
restated
7/1/99-
7/23/99 384,200 Repurchase of shares of Common Stock by the
Reporting Person pursuant to the Repurchase
Program
7/1/99 76,506 Issuance of shares of Common Stock by the
Reporting Person pursuant to the DRIP
7/10/99 500 Issuance of shares of Common Stock by the
Reporting Person upon exercise of stock
options granted pursuant to the 1994 Stock
Option and Incentive Plan, as amended and
restated
7/27/99 100,200 Repurchase of shares of Common Stock by the
Reporting Person pursuant to the Repurchase
Program
8/2/99-
8/24/99 &
8/30/99 373,900 Repurchase of shares of Common Stock by the
Reporting Person pursuant to the Repurchase
Program
8/6/99 1,000 Issuance of shares of Common Stock by the
Reporting Person pursuant to the 1994 Stock
Option and Incentive Plan, as amended and
restated
(Page 8 of 10 Pages)
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Date No. of Units Nature of Transaction
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8/11/99 250 Issuance of shares of Common Stock by the
Reporting Person pursuant to the 1994 Stock
Option and Incentive Plan, as amended and
restated
8/16/99 77,525 Issuance of shares of Common Stock by the
Reporting Person pursuant to the DRIP
8/16/99 952 Issuance of shares of Common Stock of the
Reporting Person pursuant to the Employee
Stock Purchase Plan
8/23/99 5,500 Issuance of shares of Common Stock by the
Reporting Person upon exercise of Stock
Options granted pursuant to the 1994 Stock
Option and Incentive Plan, as amended and
restated
8/25/99 75,000 Repurchase of shares of Common Stock by the
Reporting Person pursuant to the Repurchase
Program
9/99 249,400 Repurchase of shares of Common Stock by the
Reporting Person pursuant to the Repurchase
Program
10/1/99-
10/6/99 &
10/8/99-
10/29/99 296,100 Repurchase of shares of Common Stock by the
Reporting Person pursuant to the Repurchase
Program
10/5/99 250 Issuance of shares of Common Stock or the
Reporting Person pursuant to the 1994 Stock
Option and Incentive Plan, as amended and
restated
10/7/99 71,300 Repurchase of shares of Common Stock by the
Reporting Person pursuant to the Repurchase
Program
10/8/99 250 Issuance of shares of Common Stock of the
Reporting Person pursuant to the 1994 Stock
Option and Incentive Plan, as amended and
restated
10/14/99 5,662 Forfeiture of shares of Common Stock of the
Reporting Person granted pursuant to the
1994 Stock Option and Incentive Plan as
amended and restated, by employees that have
been terminated by the Reporting Person
11/1/99-
11/26/99 127,900 Repurchase of shares of Common Stock by the
Reporting Person pursuant to the Repurchase
Program
(Page 9 of 10 Pages)
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Date No. of Units Nature of Transaction
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11/14/99 748 Issuance of shares of Common Stock of the
Reporting Person pursuant to the Employee
Stock Purchase Plan
11/14/99 76,629 Issuance of shares of Common Stock by the
Reporting Person pursuant to the DRIP
11/24/99 400 Forfeiture of shares of Common Stock of the
Reporting Person granted pursuant to the
1994 Stock Option and Incentive Plan as
amended and restated, by employees that have
been terminated by the Reporting Person
11/29/99 27,000 Repurchase of shares of Common Stock by the
Reporting Person pursuant to the Repurchase
Program
(Page 10 of 10 Pages)
