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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
DECEMBER 18, 1997
(Date of Report)
MANUFACTURED HOME COMMUNITIES, INC.
(Exact name of registrant as specified in its Charter)
1-11718
(Commission File No.)
MARYLAND 36-3857664
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
TWO NORTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
(312) 474-1122
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OF ASSETS
Manufactured Home Communities, Inc. and its subsidiaries (the "Company") have
acquired thirty-nine manufactured home communities and two commercial
properties during the period from January 1, 1997 through December 18, 1997.
Twenty-one of the manufactured home communities and the two commercial
properties were reported on Form 8-K dated August 29, 1997. The remaining
eighteen manufactured home communities are discussed below. The combined
purchase price for these eighteen manufactured home communities was
approximately $160.3 million.
ARROWHEAD VILLAGE, LANTANA, FLORIDA
DESCRIPTION OF PROPERTY
Arrowhead Village is a 602-site senior community located in Palm Beach County,
Florida. Amenities include: a clubhouse, two swimming pools, shuffleboard,
billiards and a library. As of September 30, 1997, occupancy was 95%.
TERMS OF PURCHASE
The purchase price of Arrowhead Village was approximately $20.3 million. The
Company purchased the property from Arrowhead Village, Inc., a Florida
corporation. The acquisition was funded with a borrowing under the Company's
line of credit.
THE ELLENBURG TRANSACTION
On December 18, 1997, the Company acquired the following seventeen manufactured
home communities (the "Ellenburg Communities") from court appointed agents
winding up the affairs of Ellenburg Capital Corporation. This is the initial
closing in connection with MHC's previously announced agreement to acquire 38
communities from Ellenburg affiliated partnerships. The aggregate purchase
price of the Ellenburg Communities was approximately $140 million.
Approximately $58.8 million of the purchase price was in the form of cash
funded from a borrowing under the Company's line of credit, and the Company
also assumed debt of approximately $31.4 million and repaid existing debt in
the amount of approximately $49.8 million.
BEAR CREEK VILLAGE, DENVER, COLORADO
DESCRIPTION OF PROPERTY
Bear Creek Village is a 127-site senior community located in Arapahoe County,
Colorado. Amenities include: a clubhouse, swimming pool and laundry
facilities. As of September 30, 1997, occupancy was 99%.
BROOK GARDENS, BUFFALO, NEW YORK
DESCRIPTION OF PROPERTY
Brook Gardens is a 426-site family community with no amenities located in Erie
County, New York. As of September 30, 1997, occupancy was 99%.
CAREFREE MANOR, PHOENIX, ARIZONA
DESCRIPTION OF PROPERTY
Carefree Manor is a 127-site family community located in Maricopa County,
Arizona. Amenities include: a clubhouse, swimming pool, jacuzzi, billiards, a
playground and laundry facilities. As of September 30, 1997, occupancy was
98%.
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CARRIAGE COVE, DAYTONA BEACH, FLORIDA
DESCRIPTION OF PROPERTY
Carriage Cove is a 418-site senior community located in Volusia County,
Florida. Amenities include: a clubhouse, swimming pool, jacuzzi,
shuffleboard, putting green and laundry facilities. As of September 30, 1997,
occupancy was 99%.
COLONY PARK, CERES, CALIFORNIA
DESCRIPTION OF PROPERTY
Colony Park is a 187-site senior community located in Modesto County,
California. Amenities include: a clubhouse, swimming pool, jacuzzi, and
laundry facilities. As of September 30, 1997, occupancy was 77%.
CREEKSIDE, WYOMING, MICHIGAN
DESCRIPTION OF PROPERTY
Creekside is a 165-site family community located in Kent County, Michigan.
Amenities include a clubhouse with a kitchen, library and meeting room. As of
September 30, 1997, occupancy was 98%.
DESERT SKIES, PHOENIX, ARIZONA
DESCRIPTION OF PROPERTY
Desert Skies is a 170-site senior community located in Maricopa County,
Arizona. Amenities include: a clubhouse, swimming pool, jacuzzi, putting
green, billiards and laundry facilities. As of September 30, 1997, occupancy
was 97%.
EM JA HA, PHOENIX, ARIZONA
DESCRIPTION OF PROPERTY
Em Ja Ha is a 115-site senior community located in Maricopa County, Arizona.
Amenities include: a clubhouse, swimming pool, shuffleboard, laundry
facilities, horseshoes and billiards. As of September 30, 1997, occupancy was
100%.
FAIRVIEW MANOR, TUCSON, ARIZONA
DESCRIPTION OF PROPERTY
Fairview Manor is a 235-site senior community located in Pima County, Arizona.
Amenities include: a clubhouse, swimming pool, jacuzzi, laundry facilities,
shuffleboard, horseshoes, and billiards. As of September 30, 1997, occupancy
was 99%.
FIVE SEASONS, CEDAR RAPIDS, IA
DESCRIPTION OF PROPERTY
Five Seasons is a 389-site family community located in Linn County, Iowa.
Amenities include: a clubhouse, swimming pool and laundry facilities. As of
September 30, 1997, occupancy was 91%.
HILLCREST, CLEARWATER, FLORIDA
DESCRIPTION OF PROPERTY
Hillcrest is a 279-site senior community located in Pinellas County, Florida.
Amenities include: a clubhouse, swimming pool, shuffleboard and laundry
facilities. As of September 30, 1997, occupancy was 90%.
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HOLIDAY RANCH, CLEARWATER, FLORIDA
DESCRIPTION OF PROPERTY
Holiday Ranch is a 150-site senior community located in Pinellas County,
Florida. Amenities include: a clubhouse, swimming pool, shuffleboard and
laundry facilities. As of September 30, 1997, occupancy was 89%.
INDIAN OAKS, ROCKLEDGE, FLORIDA
DESCRIPTION OF PROPERTY
Indian Oaks is a 211-site senior community with two lakes located in Brevard
County near Vero Beach, Florida. Amenities include: a clubhouse, swimming
pool, shuffleboard and laundry facilities. As of September 30, 1997, occupancy
was 80%.
THE LANDINGS, PORT ORANGE, FLORIDA
DESCRIPTION OF PROPERTY
The Landings is a 436-site senior community located in Volusia County near
Daytona Beach, Florida. Amenities include: a clubhouse, two swimming pools,
jacuzzi, shuffleboard, library, and billiards. As of September 30, 1997,
occupancy was 91%.
MESA REGAL, MESA, ARIZONA
DESCRIPTION OF PROPERTY
Mesa Regal is a 2,005-site senior recreational vehicle community located in
Maricopa County, Arizona. Amenities include: seven buildings with a
restaurant, barber shop, beauty shop, meeting rooms, workshops, two ballrooms
and a library, four swimming pools, three jacuzzis, two laundry facilities, a
golf cage, a softball field, horseshoes, bocci ball, three tennis courts,
twenty-four shuffleboard courts, and three volleyball courts. Occupancy
fluctuates based on seasonality.
PICKWICK VILLAGE, PORT ORANGE, FLORIDA
DESCRIPTION OF PROPERTY
Pickwick Village is a 432-site senior community located in Flagler County near
Daytona Beach, Florida. Amenities include: a clubhouse, swimming pool,
laundry facilities, shuffleboard, billiards and horseshoes. As of September
30, 1997, occupancy was 94%.
WINDMILL MANOR, BRANDENTON, FLORIDA
DESCRIPTION OF PROPERTY
Windmill Manor is a 292-site senior community located in Manatee County,
Florida. Amenities include: a clubhouse, swimming pool, shuffleboard, and
laundry facilities. As of September 30, 1997, occupancy was 98%.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
A. FINANCIAL STATEMENTS
It is not possible to provide the combined audited income
statement pursuant to Rule 3-14 of Regulation S-X for the fiscal year
ended December 31, 1996 at the time of the filing of this report; such
income statement will be filed as an amendment to this Form 8-K under
cover of Form 8-K/A within sixty days of the due date of this report.
B. PRO FORMA FINANCIAL INFORMATION
It is not possible to provide the combined unaudited pro forma income
statement at the time of the filing of this report; such pro forma
information will be filed within sixty days of the due date of this
report.
C. EXHIBITS
10.1 Manufactured Home Community Portfolio Purchase Agreement
10.2 Supplemental Agreement
No information is required under Items 1,3,4,5, and 6, and these items
have therefore been omitted.
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SIGNATURE
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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.
MANUFACTURED HOME COMMUNITIES, INC.
BY: /s/ Thomas P. Heneghan
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Thomas P. Heneghan
Executive Vice President, Treasurer and
Chief Financial Officer
BY: /s/ Judy A. Pultorak
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Judy A. Pultorak
Principal Accounting Officer
DATE: December 30, 1997