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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-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(AMENDMENT NO. 2)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)
April 20, 2000
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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 8 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 8 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 26,218,295
BENEFICIALLY ------------------------------------------------------
OWNED BY EACH 8. SHARED VOTING POWER -0-
REPORTING ------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
26,218,295
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10. SHARED DISPOSITIVE POWER -0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,218,295
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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)
85.9%
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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. 2 to Schedule 13D amends the statement on Schedule 13D
which was filed by Summit Properties Inc. (the "Reporting Person") on March 15,
1999 and amended by the Reporting Person on December 30, 1999 (as so amended,
the "Initial Statement") 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 relevant dates with respect
to this report is set forth on Schedule II hereto, which is incorporated herein
by reference.
During the first quarter of 2000, the Reporting Person completed its
common stock repurchase program pursuant to which the Reporting Person was
authorized to purchase up to an aggregate of $50 million of currently issued and
outstanding Common Stock. Upon the repurchase of a share of Common Stock under
such program, the Reporting Person simultaneously disposed of one Unit of the
Issuer.
On March 12, 2000, the Board of Directors of the Reporting Person
authorized a new common stock repurchase program pursuant to which the Reporting
Person is authorized to purchase up to an aggregate of $25 million of currently
issued and outstanding Common Stock. This authority may be exercised from time
to time and in such amounts as market conditions warrant. Upon repurchase of a
share of Common Stock under such program, 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 26,218,295 Units, or
approximately 85.9% of the outstanding Units, as of April 20, 2000. 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.
(Page 3 of 8 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.
May 11, 2000
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(Date)
/s/ Michael G. Malone
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(Signature)
Michael G. Malone/
Senior Vice President, Secretary
and General Counsel
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(Name/Title)
(Page 4 of 8 Pages)
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SCHEDULE I
Number of Units
Principal Occupation or Employment/ Beneficially
Name Name and Address of Business (1) Owned (2)
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DIRECTORS AND EXECUTIVE OFFICERS:
William F. Paulsen Co-Chairman of the Board of Directors 596,045 (3)
and Chief Executive Officer of
the Reporting Person
Steven R. LeBlanc President and Chief Operating Officer -0-
of the Reporting Person
DIRECTORS:
William B. McGuire, Jr. Co-Chairman of the Board of Directors 620,313 (3)
of the Reporting Person
James H. Hance, Jr. Vice Chairman and -0-
Chief Financial Officer
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
(Page 5 of 8 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 2.0% of the Units outstanding as of April 20,
2000.
(Page 6 of 8 Pages)
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SCHEDULE II
Described below are the acquisitions and dispositions of Units of the
Issuer by the Reporting Person on April 20, 2000 and during the 60 days prior to
such date. 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 one
of the Company's common stock repurchase programs (referred to collectively
below as the "Repurchase Program"), each such Unit corresponds to the repurchase
by the Reporting Person of one share of its Common Stock. With respect to Units
disposed of or acquired by the Reporting Person as a result of a transaction
under an Employee Plan, each such Unit corresponds to the forfeiture of a share
of Common Stock of the Reporting Person or the issuance of a share of Common
Stock by the Reporting Person pursuant to such Employee Plan.
Date No. of Units Nature of Transaction
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2/22/00 3,832 Forfeiture of stock grants issued by the Reporting
Person pursuant to an Employee Plan (Disposition)
3/3/00 47,000 Repurchase of shares of Common Stock by the Reporting
Person pursuant to the Repurchase Program (Disposition)
3/4/00 116 Issuance of shares of Common Stock by the Reporting
Person pursuant to an Employee Plan (Acquisition)
3/6/00 25,000 Repurchase of shares of Common Stock by the Reporting
Person pursuant to the Repurchase Program (Disposition)
3/10/00 13,374 Redemption of Units of the Issuer in exchange for shares
of Common Stock of the Reporting Person (Acquisition)
3/16/00 23,000 Repurchase of shares of Common Stock by the Reporting
Person pursuant to the Repurchase Program (Disposition)
3/22/00 10,900 Repurchase of shares of Common Stock by the Reporting
Person pursuant to the Repurchase Program (Disposition)
3/22/00 21,671 Redemption of Units of the Issuer in exchange for shares
of Common Stock of the Reporting Person (Acquisition)
3/23/00 8,900 Repurchase of shares of Common Stock by the Reporting
Person pursuant to the Repurchase Program (Disposition)
3/24/00 69,500 Repurchase of shares of Common Stock by the Reporting
Person pursuant to the Repurchase Program (Disposition)
(Page 7 of 8 Pages)
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Date No. of Units Nature of Transaction
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3/28/00 109,000 Repurchase of shares of Common Stock by the Reporting
Person pursuant to the Repurchase Program (Disposition)
3/28/00 3,806 Issuance of shares of Common Stock by the Reporting
Person pursuant to an Employee Plan (Acquisition)
4/12/00 10,000 Repurchase of shares of Common Stock by the Reporting
Person pursuant to the Repurchase Program (Disposition)
4/18/00 5,000 Repurchase of shares of Common Stock by the Reporting
Person pursuant to the Repurchase Program (Disposition)
4/20/00 15,000 Repurchase of shares of Common Stock by the Reporting
Person pursuant to the Repurchase Program (Disposition)
(Page 8 of 8 Pages)
