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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
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)
May 2, 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 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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<PAGE>
CUSIP No. 832197107 13D Page 2 of 8 Pages
(Amendment No. 2)
________________________________________________________________________________
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Robert H. Smith
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
PF, OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
200 (*)
50,000 (*) (upon exercise of stock options)
NUMBER OF 95,771 (*) (upon redemption of units of limited partnership
interest ("Units") in Charles E. Smith Residential
Realty L.P.)
SHARES ________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY 18,150 (*)
793,334 (3.8%) (**)
OWNED BY 2,188,791 (10.4%) (upon redemption of Units***)
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 200 (*)
50,000 (*) (upon exercise of stock options)
95,771 (*) (upon redemption of Units)
PERSON ________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
18,150 (*)
793,334 (3.8%) (**)
2,188,791 (10.4%) (upon redemption of Units***)
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,146,246
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0% (upon redemption of Units***)
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
_______________________________________________________________________________
* 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.
<PAGE>
CUSIP No. 832197107 13D Page 3 of 8 Pages
(Amendment No. 2)
________________________________________________________________________________
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Robert P. Kogod
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
PF, OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
84,835 (*)
NUMBER OF 50,000 (*) (upon exercise of stock options)
62,392 (*) (upon redemption of units of limited partnership
SHARES interests ("Units") in Charles E. Smith Residential
Realty L.P.)
BENEFICIALLY _________________________________________________________________
8 SHARED VOTING POWER
OWNED BY 52,185 (*)
793,334 (3.8%) (**)
EACH 2,178,591 (10.4%) (upon redemption of Units***)
_________________________________________________________________
9 SOLE DISPOSITIVE POWER
REPORTING 84,835 (*)
50,000 (*) (upon exercise of stock options)
PERSON 62,392 (*) (upon redemption of Units)
_________________________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
52,185 (*)
793,334 (3.8%) (**)
2,178,591 (10.4%) (upon redemption of Units***)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,221,337
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3% (upon redemption of Units***)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
* 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.
<PAGE>
Item 1. Security and Issuer
This Amendment No. 2 to Schedule 13D (this "Statement") relating to
shares of common stock, par value $.01 per share, of Charles E. Smith
Residential Realty, Inc., a Maryland corporation (the "Issuer") is being filed
by the undersigned to amend the Schedule 13D, as amended, which was originally
filed on January 29, 1999. 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. All
of such Units are
4
<PAGE>
currently eligible for redemption by the holders into shares of Common Stock or
cash at the option of the Issuer.
On March 1, 1999, the Reporting Persons were granted options to buy
200,000 shares of Common Stock. The options vest in four equal annual
installments beginning on February 22, 2000; thus, each of the Reporting Persons
has 50,000 options exercisable as of May 2, 2000.
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 3.8%) of Common
Stock of the Issuer as of May 2, 2000.
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 2, 2000, in
the aggregate, 16.3% 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
5
<PAGE>
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.
In this regard, the Issuer has filed two registration statements with
the Securities and Exchange Commission (the "SEC") 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
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 3,430,464 shares of Common Stock, (which includes 2,381,760 shares
of Common Stock issuable upon redemption of Units, and 100,000 exercisable
options) which would represent approximately 16.3% of the outstanding Common
Stock as of May 2, 2000, 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).
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<PAGE>
(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 did not effect any transaction in shares of
Common Stock during the past sixty days.
(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
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
<PAGE>
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.
Dated: May 11, 2000
/s/ Robert H. Smith
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Robert H. Smith
/s/ Robert P. Kogod
-------------------------------
Robert P. Kogod
8
<PAGE>
APPENDIX I
<TABLE>
<CAPTION>
Number of Shares of Issuer
Beneficially Owned (2)
-------------------------------
Shared
Name of Reporting Sole Voting & Voting &
Person and Business or Dispositive Dispositive
Residential Address (1) Principal Occupation or Employment Power Power
------------------------ -------------------------------------------- ---------------- --------------
<S> <C> <C> <C>
Robert H. Smith Chairman of the Board of the Issuer 200 18,150
50,000(3) 793,334(5)
95,771(4) 2,188,791(4)
------------------------ -------------------------------------------- ---------------- --------------
Robert P. Kogod Chairman of the Executive Committee of the 84,835 52,185
Board of the Issuer 50,000(3) 793,334(5)
62,392(4) 2,178,591(4)
</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 exercise of options.
(4) Shares issuable upon redemption of Units.
(5) Shares held by a charitable foundation for which Messrs. Smith and Kogod
serve as trustees.
