<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------
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)
Summit Properties Partnership, L.P.
- --------------------------------------------------------------------------------
(Name of Issuer)
Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(Title of Class of Securities)
N/A
- --------------------------------------------------------------------------------
(CUSIP Number)
William F. Paulsen,
212 South Tryon Street, Suite 500,
Charlotte, NC 28281 (704) 334-9905
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 1, 1997
- --------------------------------------------------------------------------------
(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 12 Pages)
- ---------------
(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).
<PAGE> 2
<TABLE>
<CAPTION>
- ------------------------------ ----------------------------------
CUSIP NO. N/A 13D PAGE 2 OF 12 PAGES
---- --- ------------------
- ------------------------------ ----------------------------------
- ------------ -----------------------------------------------------------------------------------------------------------------
<S> <C>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Summit Properties Inc.
56-1857807
- ------------ -----------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ------------ -----------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------ -----------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- ------------ -----------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- ------------ -----------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland
- --------------------------------------------- ------------- ------------------------------------------------------------------
7. SOLE VOTING POWER
23,165,638 (7/1/97) 24,519,831 (4/1/98) 27,805,836 (12/31/98)
NUMBER OF 23,761,033 (1/2/98) 25,119,949 (7/1/98) 28,323,715 (1/11/99)
SHARES 24,146,076 (2/2/98) 25,916,571 (11/4/98)
BENEFICIALLY ------------- --------------------------------------------------------------------------------------------
OWNED BY EACH 8. SHARED VOTING POWER -0-
REPORTING ------------- --------------------------------------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
23,165,638 (7/1/97) 24,519,831 (4/1/98) 27,805,836 (12/31/98)
23,761,033 (1/2/98) 25,119,949 (7/1/98) 28,323,715 (1/11/99)
24,146,076 (2/2/98) 25,916,571 (11/4/98)
------------- --------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER -0-
- --------------------------------------------- ------------- ------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,165,638 (7/1/97) 24,519,831 (4/1/98) 27,805,836 (12/31/98)
23,761,033 (1/2/98) 25,119,949 (7/1/98) 28,323,715 (1/11/99)
24,146,076 (2/2/98) 25,916,571 (11/4/98)
- ---------------- -------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ---------------- -------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.8% (7/1/97) 85.5% (4/1/98) 86.2% (12/31/98)
85.5% (1/2/98) 85.5% (7/1/98) 86.5% (1/11/99)
85.7% (2/2/98) 85.5% (11/4/98)
- ---------------- -------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- ---------------- -------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (the "Statement") relates to units of
limited partnership interest ("Units") in Summit Properties Partnership, L.P., a
Delaware limited partnership (the "Issuer"). The principal executive offices of
the Issuer are located at 212 South Tryon Street, Suite 500, Charlotte, North
Carolina 28281.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed by Summit Properties Inc. (the "Reporting
Person"), a Maryland corporation and a self-administered and self-managed real
estate investment trust ("REIT"). The principal business of the Reporting Person
is to develop and operate apartment communities located primarily in the
southeastern and mid-atlantic United States in its capacity as the sole general
partner of the Issuer. The principal executive offices of the Issuer are located
at 212 South Tryon Street, Suite 500, Charlotte, North Carolina 28281.
The Reporting Person has not been (i) convicted in a criminal
proceeding or (ii) a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and, as a result of such proceeding, 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.
Schedule I to this Statement, which is incorporated herein by
reference, sets forth the name, business address and present principal
occupation or employment of each executive officer and director of the Reporting
Person. None of the persons listed on Schedule I has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, 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. All of such persons are citizens of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person and the Issuer are part of a structure generally
referred to as an umbrella partnership real estate investment trust, or
"UPREIT." In this UPREIT structure, the Reporting Person is publicly traded and
holds substantially all of its properties and conducts substantially all of its
business through the Issuer with respect to which it is the sole general partner
and a limited partner. The Reporting Person serves as a pass-through financing
vehicle by issuing shares of its common stock, par value $.01 per share ("Common
Stock"), and simultaneously contributing the proceeds to the Issuer in exchange
for Units. The number of Units acquired by the Reporting Person is equal to the
number of shares of Common Stock issued, whether through a public offering, a
private placement or otherwise. The agreement of limited partnership of the
Issuer (as amended from time to time, the "Partnership Agreement") prohibits the
Reporting Person from engaging in any transaction in Units of the Issuer without
engaging in a simultaneous, corresponding, opposite transaction in its own
shares for equal value.
(Page 3 of 12 Pages)
<PAGE> 4
Under the provisions of the Partnership Agreement, the Reporting Person
will acquire an equal number of Units upon the issuance of shares of Common
Stock in connection with any of the following transactions.
-- The Reporting Person, on behalf of itself and the Issuer, has
adopted various equity-based compensation plans (the "Employee
Plans"). The Employee Plans authorize the issuance of shares
of Common Stock and options to purchase such shares to
employees of the Reporting Person and its subsidiaries, as
well as the opportunity for employees to purchase shares of
Common Stock directly from the Reporting Person.
-- The Reporting Person has a Dividend Reinvestment and Stock
Purchase Plan (the "DRIP") which allows (i) existing
stockholders to reinvest their cash dividends in shares of
Common Stock and (ii) both existing stockholders and new
investors to make cash purchases of shares of Common Stock
directly from the Reporting Person.
-- The Reporting Person may issue additional shares of Common
Stock in connection with the contribution of an apartment
community to the Issuer.
In addition, the Partnership Agreement establishes a redemption right
that is typical of UPREITs. Under the Partnership Agreement, Units may be
redeemed for cash at the option of the holder, subject in certain cases to
restrictions on redemption under individually negotiated registration rights
agreements. Upon delivery of a notice of redemption to the Issuer, the Issuer
must redeem the Units for cash in an amount representing, on a per Unit basis,
the fair market value of one share of Common Stock of the Reporting Person,
except that the Reporting Person may elect to instead acquire the Units
presented for redemption for an equal number of shares of Common Stock. If Units
are redeemed for an equal number of shares of Common Stock of the Reporting
Person, the Reporting Person becomes the owner of the redeemed Units, assuring
that the number of Units owned by the Reporting Person remains equal to the
number of shares outstanding.
The Units owned by the directors and executive officers of the
Reporting Person as set forth on Schedule I were acquired when, in connection
with the formation of the UPREIT structure, properties in which such directors
and executive officers held ownership interests were contributed to the Issuer
in exchange for Units.
ITEM 4. PURPOSE OF TRANSACTIONS.
Information regarding the nature of the acquisitions 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.
From time to time, the Reporting Person acquires and disposes of Units
of the Issuer. The Partnership Agreement, however, prohibits the Reporting
Person from engaging in any transaction in Units without engaging in a
simultaneous, corresponding, opposite transaction in its own shares of Common
Stock for equal value. Thus, as described in Item 3 above, the Reporting Person
may acquire Units of the Issuer only in connection with (i) the issuance of
shares of Common Stock, including, without limitation, in a public offering or a
private placement, pursuant to the DRIP or in connection with a property
contribution, (ii) an award or other disposition of shares of Common Stock
pursuant to an Employee Plan or (iii) a redemption of
(Page 4 of 12 Pages)
<PAGE> 5
Units for shares of Common Stock. Similarly, the Reporting Person may dispose of
Units of the Issuer only in connection with the Reporting Person's repurchase of
shares of Common Stock or an employee's forfeiture of restricted shares granted
pursuant to an Employee Plan. In each of these instances, the acquisition or
disposition by the Reporting Person of Units of the Issuer will be offset by a
corresponding disposition or acquisition of shares of Common Stock for
consideration of equal value.
The Reporting Person has no plans or proposals related to (a) an
extraordinary transaction involving the Issuer or any of its subsidiaries, (b) a
sale or transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, (c) a change in the present general partner or management of the
Issuer, (d) a material change in the present capitalization or distribution
policy of the Issuer, (e) any other material change in the Issuer's business
structure, (f) a material change in the Partnership Agreement or other actions
which may impede the acquisition of control of the Issuer by any person (except
for actions which may impede the acquisition of control of the Reporting Person
as described below), (g) the deregistration of the Issuer's securities, or (h)
any action similar to the foregoing.
The Reporting Person is the sole general partner of the Issuer. As
such, all management powers over the ordinary business and affairs of the Issuer
are vested in the Reporting Person. The Reporting Person may not be removed as
general partner of the Issuer by the limited partners with or without cause.
Thus, any action which may impede the acquisition of control of the Reporting
Person may likewise impede the acquisition of control of the Issuer. The
Reporting Person adopted a Shareholder Rights Agreement in December 1998. Under
the terms of the Shareholder Rights Agreement, the Board of Directors of the
Reporting Person has significant discretion to approve of a person's effort to
acquire a greater than 15% interest in the Reporting Person. As of the date of
this filing, the Reporting Person has no plans or proposals related to other
actions which may impede the acquisition of control of the Reporting Person.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owned: (i) 23,165,638 Units, or
approximately 84.8% of the outstanding Units, as of July 1, 1997; (ii)
23,761,033 Units, or approximately 85.5% of the outstanding Units, as of January
2, 1998; (iii) 24,146,076 Units, or approximately 85.7% of the outstanding
Units, as of February 2, 1998; (iv) 24,519,831 Units, or approximately 85.5% of
the outstanding Units, as of April 1, 1998; (v) 25,119,949 Units, or
approximately 85.5% of the outstanding Units, as of July 1, 1998; (vi)
25,916,571 Units, or approximately 85.5% of the outstanding Units, as of
November 4, 1998; (vii) 27,805,836 Units, or approximately 86.2% of the
outstanding Units, as of December 31, 1998; and (viii) 28,323,715 Units, or
approximately 86.5% of the outstanding Units, as of January 11, 1999.
Information regarding the number and percentage of Units beneficially owned by
the directors and executive officers of the Reporting Person is set forth on
Schedule I.
(b) The Reporting Person possesses sole voting and dispositive power
with respect to the Units which it beneficially owns. Information regarding the
voting and dispositive power of the Units beneficially owned by the directors
and executive officers of the Reporting Person is set forth on Schedule I.
(c) The Reporting Person effected the transactions in Units of the
Issuer set forth on Schedule II within the 60 days prior to each of the dates
listed in Item 5(a) above. None of the
(Page 5 of 12 Pages)
<PAGE> 6
directors or executive officers of the Reporting Person has effected any
transaction in the Units since acquiring the Units set forth opposite their
respective names on Schedule II in connection with the formation of the UPREIT
in 1994.
(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.
Except as described below, no person other than the director or executive
officer 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.
John Crosland, Jr., a director of the Reporting Person, owns 106,877
Units directly. In addition, the beneficial ownership of Units by Mr. Crosland
as set forth on Schedule I includes (i) 307,311 Units owned by JMJ Associates
Limited Partnership, a limited partnership in which Mr. Crosland owns an equity
interest and indirectly serves as the general partner, (ii) 387,646 Units owned
by The Crosland Group, Inc., a corporation in which Mr. Crosland owns an equity
interest (the "Crosland Group"), (iii) 51,101 Units owned by Crosland-Erwin &
Associates, No. VI, a general partnership in which the Crosland Group owns an
equity interest, (iv) 108,554 Units, 86,125 Units and 91,162 Units owned by
Westbury Place Associates, Westbury Woods Associates and Westbury Park
Associates, respectively, each a limited partnership with respect to which Mr.
Crosland serves as co-general partner and (v) 2,381 Units owned by Crosland
Investors, Inc., a corporation in which Mr. Crosland owns an equity interest, as
to all of which Units Mr. Crosland disclaims beneficial ownership.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than the Partnership Agreement which is referenced in Items 3 and
4 and filed as an Exhibit hereto, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) regarding the Units of the
Issuer with respect to which the Issuer or any of its directors or executive
officers is a party.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
- ----------- -----------
1 Agreement of Limited Partnership of Summit Properties
Partnership, L.P., as amended (incorporated herein by
reference to Exhibit 3.1 to the Issuer's Registration
Statement on Form 10, dated April 21, 1997, File No.
000-22411).
2 Tenth Amendment to Agreement of Limited Partnership of Summit
Properties Partnership, L.P. (incorporated herein by reference
to Exhibit 10.1 to the Reporting Person's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1997, File No.
001-12792).
3 Eleventh 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, 1998, File
No. 000-22411).
4 Twelfth 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 June 30, 1998, File
No. 000-22411).
5 Thirteenth Amendment to Agreement of Limited Partnership of
Summit Properties Partnership, L.P. (incorporated herein by
reference to Exhibit 3.1 to the Reporting Person's Current
Report on Form 8-K filed on November 13, 1998, File No.
001-12792).
(Page 6 of 12 Pages)
<PAGE> 7
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.
March 15, 1999
--------------------------------
(Date)
/s/ Michael G. Malone
--------------------------------
(Signature)
Michael G. Malone/
Senior Vice President, Secretary
and General Counsel
--------------------------------
(Name/Title)
(Page 7 of 12 Pages)
<PAGE> 8
SCHEDULE I
<TABLE>
<CAPTION>
Principal Occupation or Employment/ Number of Units
Name Name and Address of Business (1) Beneficially Owned (2)
------------ ----------------------------------- ----------------------
<S> <C> <C>
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 (5)
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
John Crosland, Jr. Chairman and Chief Executive Officer 1,141,157 (6)
The Crosland Group, Inc.
125 Scaleybark Road
Charlotte, NC 28209
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
Raymond V. Jones Executive Vice President/ 274,526 (8)
Development and Construction
of the Reporting Person (7)
</TABLE>
(Page 8 of 12 Pages)
<PAGE> 9
<TABLE>
<CAPTION>
Principal Occupation or Employment/ Number of Units
Name Name and Address of Business (1) Beneficially Owned (2)
------------ ----------------------------------- ----------------------
<S> <C> <C>
David F. Tufaro Executive Vice President and 206,388 (10)
Chief Investment Officer of the
Reporting Person (9)
</TABLE>
- --------------
(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 2.3%, 2.2%, 2.2%, 2.2%, 2.1%, 2.0%, 1.9% and
1.9% of the Units outstanding as of July 1, 1997, January 2, 1998,
February 2, 1998, April 1, 1998, July 1, 1998, November 4, 1998,
December 31, 1998 and January 11, 1999, respectively.
(4) Represents approximately 2.2%, 2.1%, 2.1%, 2.1%, 2.0%, 2.0%, 1.8% and
1.8% of the Units outstanding as of July 1, 1997, January 2, 1998,
February 2, 1998, April 1, 1998, July 1, 1998, November 4, 1998,
December 31, 1998 and January 11, 1999, respectively.
(5) Mr. LeBlanc joined the Reporting Person as President and Chief
Operating Officer and a Director in July 1998.
(6) Represents approximately 4.2%, 4.1%, 4.1%, 4.0%, 3.9%, 3.8%, 3.5% and
3.5% of the Units outstanding as of July 1, 1997, January 2, 1998,
February 2, 1998, April 1, 1998, July 1, 1998, November 4, 1998,
December 31, 1998 and January 11, 1999, respectively. Mr. Crosland
disclaims beneficial ownership of 1,034,280 of the above Units as
described in Item 5(d).
(7) Mr. Jones terminated his employment with the Reporting Person in May
1998.
(8) Represents approximately 1.0% of the Units outstanding as of July 1,
1997, January 2, 1998, February 2, 1998 and April 1, 1998.
(9) Mr. Tufaro served as an executive officer of the Reporting Person until
December 31, 1997.
(10) Represents approximately 0.8% of the Units outstanding as of July 1,
1997.
(Page 9 of 12 Pages)
<PAGE> 10
SCHEDULE II
Described below are the acquisitions 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 the 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.
<TABLE>
<CAPTION>
No. of Units
Date Acquired Nature of Transaction
- -------- ------------ ---------------------
<S> <C> <C>
5/2/97 662 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
5/15/97 5,119 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
6/1/97 5,420 Issuance of shares of Common Stock by the Reporting
Person pursuant to an Employee Plan
6/2/97 742 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
6/18/97 53,165 Redemption of Units of the Issuer in exchange for shares of
Common Stock of the Reporting Person
7/1/97 21,024 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
11/3/97 1,303 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
11/17/97 6,515 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
12/1/97 86,408 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
12/5/97 4,900 Issuance of shares of Common Stock by the Reporting
Person pursuant to an Employee Plan
1/2/98 349,947 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP and certain Employee Plans
</TABLE>
(Page 10 of 12 Pages)
<PAGE> 11
<TABLE>
<CAPTION>
No. of Units
Date Acquired Nature of Transaction
- -------- ------------ ---------------------
<S> <C> <C>
1/6/98 27,000 Issuance of shares of Common Stock by the Reporting
Person pursuant to an Employee Plan
1/13/98 250 Issuance of shares of Common Stock by the Reporting
Person pursuant to an Employee Plan
2/2/98 357,793 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP and an Employee Plan
2/16/98 59,095 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
3/3/98 26,974 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
3/18/98 1,735 Issuance of shares of Common Stock by the Reporting
Person pursuant to an Employee Plan
4/1/98 285,951 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
5/15/98 87,700 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
6/1/98 28,915 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
6/12/98 250 Issuance of shares of Common Stock by the Reporting
Person pursuant to an Employee Plan
6/22/98 13,375 Redemption of Units of the Issuer in exchange for shares of
Common Stock of the Reporting Person
7/1/98 447,017 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP and an Employee Plan
9/10/98 30 Issuance of shares of Common Stock by the Reporting
Person pursuant to an Employee Plan
10/1/98 1,346 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
10/8/98 2,250 Issuance of shares of Common Stock by the Reporting
Person pursuant to an Employee Plan
</TABLE>
(Page 11 of 12 Pages)
<PAGE> 12
<TABLE>
<CAPTION>
No. of Units
Date Acquired Nature of Transaction
- -------- ------------ ---------------------
<S> <C> <C>
10/23/98 400 Issuance of shares of Common Stock by the Reporting
Person pursuant to an Employee Plan
11/2/98 1,857 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
11/3/98 250 Issuance of shares of Common Stock by the Reporting
Person pursuant to an Employee Plan
11/4/98 489,622 Issuance of shares of Common Stock by the Reporting Person in
connection with the contribution of certain properties to the Issuer
11/17/98 89,582 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
12/16/98 252,545 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
12/31/98 1,547,138 Issuance of shares of Common Stock by the Reporting Person in
connection with the contribution of certain properties to the Issuer
1/4/99 65,730 Issuance of shares of Common Stock by the Reporting
Person pursuant to an Employee Plan
1/5/99 2,200 Issuance of shares of Common Stock by the Reporting
Person pursuant to an Employee Plan
1/11/99 449,950 Issuance of shares of Common Stock by the Reporting
Person pursuant to the DRIP
</TABLE>
(Page 12 of 12 Pages)
