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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CHARLES E. SMITH RESIDENTIAL REALTY, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
832197107
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(CUSIP Number)
ERNEST A. GERARDI, JR., 2345 CRYSTAL DRIVE, ARLINGTON, VA 22202, (703) 920-8500
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MARCH 5, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(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.
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 ("Act") 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).
(Continued on following page)
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SCHEDULE 13D
(AMENDMENT NO. 1)
CUSIP No. 832197107
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert H. Smith
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) /_/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 200 (*)
OWNED BY 95,771 (*) (upon redemption of units of limited
EACH partnership interest ("Units") in
REPORTING Charles E. Smith Residential Realty L.P.)
PERSON WITH
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8 SHARED VOTING POWER
18,150 (*)
793,334 (4.2%) (**)
2,188,791 (11.6%) (upon redemption of Units***)
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9 SOLE DISPOSITIVE POWER
200 (*)
95,771 (*) (upon redemption of Units)
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10 SHARED DISPOSITIVE POWER
18,150 (*)
793,334 (4.2%) (**)
2,188,791 (11.6%) (upon redemption of Units***)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,096,246
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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)
16.4% (upon redemption of Units***)
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14 TYPE OF REPORTING PERSON
IN
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* Less than 1%.
** These shares are owned by a charitable foundation for which Messrs. Smith
and Kogod serve as trustees.
*** Includes 2,143,785 Units held by corporations wholly-owned by Messrs. Smith
and Kogod and/or their spouses.
2
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SCHEDULE 13D
(AMENDMENT NO. 1)
CUSIP No. 832197107
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert P. Kogod
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) /_/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 84,835 (*)
OWNED BY 62,392 (*) (upon redemption of units of limited
EACH partnership interest ("Units") in
REPORTING Charles E. Smith Residential Realty L.P.)
PERSON WITH
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8 SHARED VOTING POWER
52,185 (*)
793,334 (4.2%) (**)
2,178,591 (11.5%) (upon redemption of Units***)
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9 SOLE DISPOSITIVE POWER
84,835 (*)
62,392 (*) (upon redemption of Units)
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10 SHARED DISPOSITIVE POWER
52,185 (*)
793,334 (4.2%) (**)
2,178,591 (11.5%) (upon redemption of Units***)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,171,337
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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)
16.8% (upon redemption of Units***)
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14 TYPE OF REPORTING PERSON
IN
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* Less than 1%.
** These shares are owned by a charitable foundation for which Messrs. Smith
and Kogod serve as trustees.
*** Includes 2,143,785 Units held by corporations wholly-owned by Messrs. Smith
and Kogod and/or their spouses.
3
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Item 1. SECURITY AND ISSUER
This Amendment No. 1 to the statement on Schedule 13D (this
"Statement") relates to shares of common stock, par value $.01 per share, of
Charles E. Smith Residential Realty, Inc., a Maryland corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 2345
Crystal Drive, Arlington, Virginia 22202.
Item 2. IDENTITY AND BACKGROUND
This Statement is being filed by Robert H. Smith and Robert P. Kogod
(together, the "Reporting Persons"). The business address of each of the
Reporting Persons is 2345 Crystal Drive, Arlington, Virginia 22202.
Set forth in Appendix I of this Statement and incorporated herein by
reference is a list containing the name, business name and address and present
principal occupation or employment of each of the Reporting Persons. Neither of
the Reporting Persons has, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding were or are 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. Each of the Reporting Persons is a
citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
At the time of the Initial Public Offering of the Issuer, which was
consummated on June 30, 1994 (the "IPO"), the Reporting Persons acquired
beneficial ownership, directly or indirectly, of an aggregate of 291,740 shares
of common stock, par value $0.01 per share ("Common Stock"), of the Issuer,
which they purchased for cash using their personal funds. Subsequent to the IPO,
the Reporting Persons have purchased from time to time, in the aggregate, an
additional 65,300 shares of Common Stock using their personal funds. The
Reporting Persons have disposed an aggregate of 535,004 shares of Common Stock
in three separate transfers by gift.
In connection with the consummation of IPO, the Reporting Persons also
transferred to the Issuer and Charles E. Smith Residential Realty L.P., a
Delaware limited partnership, (the "Operating Partnership") their interests in
certain properties and other real estate assets, in exchange for Class A common
units of limited partnership interest ("Units") of the Operating Partnership.
Since this initial contribution of assets, the Reporting Persons have received
additional Units in connection with similar asset contribution transactions.
Except for 16,099 Units which the Reporting Persons acquired in exchange for
their interest in connection with a real property transaction which closed on
March 23, 1999 (the "Renaissance Units"), all of such Units are currently
eligible for redemption by the holder into shares of Common Stock or cash at the
option of the Issuer.
4
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On March 5, 1999 the Reporting Persons redeemed an aggregate of 333,334
Units, in which they shared voting and dispositive power and received in
exchange an equal number of shares of Common Stock of the Issuer. Immediately
after the redemption, the Reporting Persons donated the 333,334 shares of Common
Stock to a charitable foundation for which the Reporting Persons serve as
trustees. The foundation held an aggregate of 793,334 shares (or 4.2%) of Common
Stock of the Issuer as of May 1, 1999.
Item 4. PURPOSE OF TRANSACTION
As described in ITEM 3 above, the majority of the Units and shares
of Common Stock beneficially owned by the Reporting Persons were acquired in
connection with the formation of the Operating Partnership and the
consummation of the IPO. In accordance with the provisions of the partnership
agreement of the Operating Partnership (the "Partnership Agreement"),
commencing June 30, 1995, the Units held by the Reporting Persons became
redeemable at the option of the Issuer for shares of Common Stock or cash.
Although the Reporting Persons reserve the right to challenge this
determination, each Unit held by the Reporting Persons may be deemed to
represent a right to acquire a share of Common Stock. If all the Units held
by the Reporting Persons which are eligible for redemption were redeemed and
the Issuer elected to issue shares of Common Stock upon such redemption, the
shares of Common Stock held by the Reporting Persons immediately after such
redemption would represent, as of May 1, 1999, in the aggregate, 17.5% of the
outstanding shares of Common Stock (assuming no other person redeemed Units
for shares of Common Stock).
The Reporting Persons' ability to acquire such shares of Common Stock
may be limited however because the Issuer's Articles of Incorporation (the
"Charter") contains certain restrictions on the number of shares of Common
Stock that the Reporting Persons may beneficially own. Messrs. Smith and
Kogod, members of their families, and entities that they control are
prohibited from acquiring any shares if such acquisition would cause five
beneficial owners of shares to own either directly, or under the applicable
attribution rules of the Internal Revenue Code (the "Code"), in the aggregate
more than 50% in value of the outstanding shares. Messrs. Smith and Kogod,
members of their families, and entities that they control also are prohibited
from acquiring shares if, as a result of, and giving effect to, such
acquisition, any tenant would be regarded as a Related Party Tenant for
purposes of Section 856(b)(2)(B) of the Code and the Company would be
considered to receive more than 1% of its gross annual revenue from Related
Party Tenants.
The Reporting Persons have acquired their shares of Common Stock and
their Units for investment. The Reporting Persons may, however, from time to
time, in the ordinary course of their business, invest in additional shares
of Common Stock or Units or may, depending upon market conditions and other
factors deemed relevant, engage in a sale or other disposition of all or a
portion of the shares of Common Stock being reported herein or acquired
hereafter.
5
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In this regard, the Issuer has filed a registration statement with
the Securities and Exchange Commission to register for resale, among other
shares, the shares of Common Stock that the Reporting Persons currently own
or may be deemed to have a right to acquire upon redemption of Units. The
Renaissance Units have not been registered because they won't become
redeemable until March 2000. The registration of the shares of Common Stock
that may be received by the Reporting Persons upon redemption of Units for
resale does not constitute a determination that the holders of Units who are
affiliates of the Issuer have a right to require redemption of such Units for
shares nor does such registration mean that any such shares will be offered
or sold by the Reporting Persons.
The Reporting Persons have no present plans or proposals that relate
to or would result in an extraordinary corporate transaction involving the
Issuer or any of its subsidiaries, a sale or transfer of any of the Issuer's
assets, a change in the present Board of Directors or management of the
Issuer, a change in the present capitalization or dividend policy of the
Issuer, or any other material change in the Issuer's business or corporate
structure, changes in the Issuer's Charter or bylaws or with respect to the
delisting or deregistration of any of the Issuer's securities.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Persons may be deemed to beneficially own an aggregate of
3,330,464 shares of Common Stock, (which includes 2,381,760 shares of Common
Stock issuable upon redemption of Units) which would represent approximately
17.6% of the outstanding Common Stock as of May 1, 1999, if all the Reporting
Persons' Units were redeemed for Common Stock. Information regarding the number
and percentage of shares of Common Stock of the Issuer beneficially owned by
each of the Reporting Persons is set forth in Appendix I. The number of shares
of Common Stock issuable upon redemption of Units includes 95,771 Units held by
Mr. Smith, 45,006 held by Mr. Smith's spouse, 62,392 Units held by Mr. Kogod,
34,806 Units held by Mr. Kogod's spouse, and 2,143,785 Units held by
corporations wholly-owned by Messrs. Smith and Kogod and/or their spouses
(including Charles E. Smith Management, Inc., the record owner of 1,877,857
Units).
(b) Information regarding the sole and shared voting and sole and shared
dispositive power relating to the shares of Common Stock beneficially owned by
each of the Reporting Persons also is set forth in Appendix I.
(c) The Reporting Persons effected one transaction in shares of Common
Stock during the past sixty days as set forth in Appendix II.
(d) No person other than each of the Reporting Persons has the right,
either directly or through wholly-owned subsidiaries, to receive or the power to
direct the receipt of distributions from or the proceeds from the sale of the
shares of Common Stock beneficially owned by such person.
(e) N/A
6
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Reporting Persons are not currently parties to any contracts,
arrangements, understandings or relationships (legal or otherwise) among
themselves or with any other person with respect to any securities of the
Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None.
7
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
May 13, 1999
/s/ Robert H. Smith
--------------------
Robert H. Smith
/s/ Robert P. Kogod
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Robert P. Kogod
8
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APPENDIX I
<TABLE>
<CAPTION>
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Name of Reporting Principal Occupation or Employment Number of Shares of Issuer
Person and Business or Beneficially Owned (2)
Residential Address (1)
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Sole Voting & Shared
Dispositive Voting &
Power Dispositive
Power
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<S> <C> <C> <C>
Robert H. Smith Co-Chief Executive Officer and 200 18,150
Co-Chairman of the Board of the Issuer 95,771(3) 793,334(4)
2,188,791(3)
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Robert P. Kogod Co-Chief Executive Officer and 84,835 52,185
Co-Chairman of the Board of the Issuer 62,392(3) 793,334(4)
2,178,591(3)
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</TABLE>
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(1) The business address of each person listed is 2345 Crystal Drive,
Arlington, Virginia 22202.
(2) Includes, where applicable, shares of Common Stock held by the listed
person's spouse.
(3) Shares issuable upon redemption of Units.
(4) Shares held by a charitable foundation for which Messrs. Smith and Kogod
serve as trustees.
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APPENDIX II
Within the past 60 days, the Reporting Persons effected the following
disposition of shares of Common Stock:
<TABLE>
<CAPTION>
Date Number of Shares
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<S> <C>
3/5/99 333,334
</TABLE>
