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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[x] Annual Report pursuant to Section 15(d) of the Securities Exchange Act of
1934 (No fee required, effective October 7, 1996)
For the years ended December 31, 1999, 1998 and 1997
OR
[ ] Transition Report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No fee required)
Commission file number 1-12792
A. Full title of the plan and address of the plan, if different from that
of issuer named below:
Summit Properties Inc.
1996 Non-Qualified Employee Stock Purchase Plan
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Summit Properties Inc.
212 South Tryon Street
Suite 500
Charlotte, North Carolina 28281
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ITEMS 1. AND 2. FINANCIAL STATEMENTS ----
Independent Auditors' Report 3
Statements of Financial Condition as of December 31, 1999 and 1998 4
Statements of Changes in Plan Equity for the years ended
December 31, 1999, 1998 and 1997 5
Notes to Financial Statements 6
Independent Auditors' Consent 8
Schedules I, II and III have been omitted because the information is given
in the financial statements or notes thereto or is not required.
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INDEPENDENT AUDITORS' REPORT
Compensation Committee of the Board of Directors
Summit Properties Inc.
Charlotte, North Carolina
We have audited the accompanying statements of financial condition of the Summit
Properties Inc. 1996 Non-Qualified Employee Stock Purchase Plan (the "Plan") as
of December 31, 1999 and 1998, and the related statements of changes in plan
equity for each of the three years in the period ended December 31, 1999. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial condition of the Plan at December 31, 1999 and 1998, and
the Plan's changes in plan equity for each of the three years in the period
ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States of America.
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
March 24, 2000
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SUMMIT PROPERTIES INC. 1996 NON-QUALIFIED EMPLOYEE
STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31,
----------------------------
1999 1998
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ASSETS:
Receivable from Summit Properties Inc.:
Participant contributions $ 523,504 $ 963,764
Employer contributions 92,383 170,076
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PLAN EQUITY $ 615,887 $1,133,840
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See notes to financial statements.
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SUMMIT PROPERTIES INC. 1996 NON-QUALIFIED EMPLOYEE
STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN PLAN EQUITY
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------------
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
PLAN EQUITY AT THE BEGINNING OF THE YEAR $1,133,840 $ 391,339 $ 907,659
ADDITIONS:
Participant contributions 1,645,273 1,720,568 686,306
Employer contributions 481,607 303,630 130,375
---------- ---------- ----------
Total additions 2,126,880 2,024,198 816,681
DEDUCTIONS:
Purchases and distributions of common stock to participants 2,644,833 1,281,697 1,333,001
---------- ---------- ----------
PLAN EQUITY AT THE END OF THE YEAR $ 615,887 $1,133,840 $ 391,339
========== ========== ==========
</TABLE>
See notes to financial statements.
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SUMMIT PROPERTIES INC.
1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1. THE PLAN
The Summit Properties Inc. (the "Company") 1996 Non-Qualified Employee Stock
Purchase Plan (the "Plan") was adopted by the Company's Board of Directors
on September 18, 1995 and became effective on January 1, 1996. The Plan is a
non-qualified voluntary contribution plan designed to enable eligible
employees and directors (the "participants") of the Company to purchase
common stock in the Company at a discount. From 1996 through 1999, the Plan
allowed each participant to purchase up to $100,000 per year (with certain
executive officers limited to $25,000) of the Company's common stock. In
December 1999, the Plan was amended to decrease the maximum annual purchase
amount by a participant from $100,000 to $25,000. The Plan is administered
by the Company (referred to herein as the "Plan Administrator") which has
delegated certain administrative responsibilities to the Compensation
Committee of the Board of Directors of the Company. The Plan provides for a
series of six month purchase periods ("purchase period"). A purchase period
is a period of six months beginning each January 1 and July 1 and ending
each June 30 and December 31, respectively. The price of the shares of the
common stock purchased is the lesser of 85 percent of the closing price of
such shares either on (a) the first day of each purchase period, or (b) the
last day of each purchase period.
The Company has reserved 500,000 shares of common stock for participants
under the Plan.
Participant Contributions - Full time employees who have completed one month
of service with the Company are eligible to participate in the Plan either
by payroll withholding or cash payments at any time during each purchase
period. Directors who have completed one month as a member of the Board of
Directors are eligible to participate in the Plan by making cash payments at
any time during each purchase period. Participants elect to participate in
the Plan by completing and submitting an election form to the Plan
Administrator.
Employer Contributions - Employer contributions represent the discount or
aggregate difference between the market value price of the Company's common
stock and the established discount purchase price at the end of a purchase
period.
Distributions - The Company's Transfer Agent and Registrar issues shares of
common stock upon receipt of participant and Company contributions. The
Transfer Agent and Registrar then prepares stock certificates, which are
registered in the participants' names, and holds such certificates on behalf
of the participants or issues stock certificates to the participants upon
their written request. Accordingly, all shares purchased under the
provisions of the Plan are deemed to be immediately distributed to the
participants.
Withdrawals - A participant may withdraw all or any part of the
contributions made during a purchase period by delivering an amended
election form to the Plan Administrator on or before the last day of such
purchase period.
Plan Termination - The Board of Directors of the Company may terminate this
Plan and any purchase period at any time (together with any related
contribution elections) or may terminate any purchase period (together with
any related contribution elections) at any time, provided, however, no such
termination shall be retroactive unless the Board determines that applicable
law requires a retroactive termination of this Plan.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements have been
prepared on the accrual basis of accounting.
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Administrative Expenses - All administrative expenses of the Plan are paid
by the Company.
Distributions - Distributions are recorded when common stock has been
distributed to participants.
3. INTERNAL REVENUE SERVICE STATUS
The Plan is not a qualified plan under Section 423(b) of the Internal
Revenue Code. Participants are subject to any required tax withholding by
the Company on the discount/compensation earned under the Plan.
4. DISTRIBUTIONS
A summary of stock purchased and distributed on July 1, 1999, January 4,
1999, July 1, 1998, January 2, 1998, July 1, 1997 and January 2, 1997, for
the six month purchase periods ended June 30, 1999, December 31, 1998, June
30, 1998, December 31, 1997, June 30, 1997 and December 31, 1996,
respectively, is as follows:
<TABLE>
<CAPTION>
July 1, January 4, July 1, January 2, July 1, January 2,
1999 1999 1998 1998 1997 1997
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Participant contributions $1,121,769 $ 963,764 $ 756,804 $ 324,765 $ 361,541 $ 692,160
Employer contributions 389,224 170,076 133,554 66,574 63,801 215,499
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Market value of stock $1,510,993 $1,133,840 $ 890,358 $ 391,339 $ 425,342 $ 907,659
========== ========== ========== ========== ========== ==========
Market value of stock purchased
and distributed per share $ 19.75 $ 17.25 $ 18.94 $ 21.13 $ 20.63 $ 21.88
========== ========== ========== ========== ========== ==========
Shares purchased and distributed 76,506 65,730 47,016 18,525 20,623 41,493
========== ========== ========== ========== ========== ==========
</TABLE>
5. SUBSEQUENT EVENT
On January 3, 2000, an additional 34,455 shares of common stock with a
market value of approximately $616,000 were purchased and distributed for
the purchase period ended December 31, 1999.
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference of our report dated March 24, 2000
on our audits of the financial statements of the Summit Properties Inc. 1996
Non-Qualified Employee Stock Purchase Plan as of December 31, 1999 and 1998 and
for each of the three years in the period ended December 31, 1999 included in
the Form 11-K for the year ended December 31, 1999 in Registration Statements
Nos. 333-24669, 33-93540, 333-93923, 333-51623 and 333-83781 on Form S-3, and
Registration Statements Nos. 33-88202, 333-78 and 333-79897 on Form S-8 of
Summit Properties Inc.
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
March 27, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Summit
Properties Inc., the Administrator of the Plan, has duly caused this annual
report to be signed on its behalf by the undersigned, hereunto duly authorized.
SUMMIT PROPERTIES INC.
1996 NON-QUALIFIED EMPLOYEE
STOCK PURCHASE PLAN
By: Summit Properties Inc., the
Administrator
Date: March 28, 2000 /S/ MICHAEL L. SCHWARZ
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Executive Vice President and Chief Financial Officer
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