UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 21, 1998
Date of Report (Date of earliest event reported)
MID-AMERICA APARTMENT COMMUNITIES, INC.
(Exact Name of Registrant as Specified in Charter)
TENNESSEE 1-12762 62-1543819
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
6584 POPLAR AVENUE, SUITE 340
MEMPHIS, TENNESSEE 38138
(Address of principal executive offices)
(901) 682-6600
Registrant's telephone number, including area code
(Former name or address, if changed since last report)
Item 5. Other events.
On December 21, 1998, Mid-America Apartment Communities, Inc. (the "Registrant)
annouced by the following press release the adoption of a Shareholder Rights
Plan.
MEMPHIS, TN DECEMBER 21, 1998. MID-AMERICA APARTMENT COMMUNITIES, INC.
(MAA:NYSE) announced today that its Board of Directors has adopted a Shareholder
Rights Plan, the objective of which is to assist the Company in realizing the
underlying intrinsic value of the company's shares in the event of any proposed
acquisition.
"Our board feels that the current market pricing of our shares in no way
reflects their underlying value. This Shareholder Rights Plan would assist the
board, in the event of a hostile attempt to capture the company at a bargain
price, in achieving the best possible value for the shares. It would do so by
providing the board with negotiating leverage to help assure that any sale of
the company would be achieved at a full and fair valuation", said George E.
Cates, Chairman of the Board and CEO. He added that the rights plan was not
approved in response to or in anticipation of any such attempt.
In implementing the Rights Plan, the Board has declared a distribution of one
Right for each of the Company's outstanding Common Shares which would entitle
the holder to purchase 1/100th of a Series D Preferred Share for an exercise
price of $87.50/share. Each 1/100th of a Series D Preferred Share is intended to
be essentially economically equivalent to a share of the Company's Common Stock.
The Rights will be exercisable only if a person or group in the future becomes
the beneficial owner of 10% or more of the Common Shares or announces a tender
or exchange offer that would result in ownership of 10% of the Company's Common
Stock.
The Rights will trade with the Company's Common Stock until exercisable. This
would occur ten days after a public announcement that a person or group has
acquired 10% of the Company's Common Stock or until 10 business days after a
person or group begins a tender offer that would result in ownership of 10% of
the Company's Common Stock. Each holder of a Right, other than the acquiring
person, is in that event entitled to purchase one Common Share of the Company
for each Right at one half of the then current price. If the Company is acquired
in a merger, or more than half of the Company's (including its subsidiaries)
assets are sold in one or more related transactions, each Right would entitle
the holder to purchase common stock of the acquiring company at half of its
then-current market price. The Rights are redeemable at any time until ten days
following the public announcement that an acquiror has acquired the level of
ownership that triggers the Rights Plan.
Details of the Rights Plan will be mailed to all shareholders of the Company.
Mid-America Apartment Communities is a self-managed apartment REIT with
construction, development, management and acquisition capabilities which owns
34,977 apartments in 13 states, including 1,652 units under construction; there
are an additional 927 apartments in pre-development.
For further information, contact Simon R. C. Wadsworth at
(901)682 6668, ext 104
6584 Poplar Ave., Suite 340, Memphis, TN 38138, (901)682-6600
FAX: (901)682-6667
www.maac.net
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MID-AMERICA APARTMENT COMMUNITIES, INC.
Date: December 21, 1998 /s/ Simon R.C. Wadsworth
-------------------- ------------------------------------
Simon R.C. Wadsworth
Executive Vice President
(Principal Financial and Accounting
Officer)