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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
AUGUST 29, 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 twenty-one manufactured home communities and two commercial properties
during the period from January 1, 1997 through August 29, 1997. The combined
purchase price for these properties was approximately $133.7 million.
CALIFORNIA HAWAIIAN MOBILE ESTATES, SAN JOSE, CALIFORNIA
DESCRIPTION OF PROPERTY
On March 14, 1997, the Company acquired California Hawaiian Mobile Estates
("California Hawaiian"), located in San Jose, California. California Hawaiian
consists of 412 developed sites situated around four lakes. The property is a
family community with approximately 50% senior residents and a full amenity
package including: a clubhouse, two heated pools, a jacuzzi and sauna,
billiards, a playground, shuffleboard courts, and a beauty salon. As of June
30, 1997, occupancy was 100%.
TERMS OF PURCHASE
The purchase price of California Hawaiian was approximately $23.3 million. The
Company purchased the property from California Hawaiian Associates, L.P., a
California limited partnership. The acquisition was funded with a borrowing
under the Company's line of credit.
GOLF VISTA ESTATES, MONEE, ILLINOIS
DESCRIPTION OF PROPERTY
On March 27, 1997, the Company acquired Golf Vista Estates ("Golf Vista"),
located in Monee, Illinois, approximately 35 miles south of Chicago. Golf
Vista consists of 200 developed sites and 319 expansion sites. The property is
a senior community and features a 9-hole golf course and clubhouse. As of June
30, 1997, occupancy was 81% at the developed sites.
TERMS OF PURCHASE
The purchase price of approximately $7.4 million was funded with available cash
on hand. The Company purchased Golf Vista from Abart Investment Corporation,
an Illinois Corporation.
GOLDEN TERRACE SOUTH, GOLDEN, COLORADO
DESCRIPTION OF PROPERTY
On May 29, 1997, the Company entered into a capital lease with East Tincup
Village, Inc., a Colorado corporation, for Golden Terrace South (formerly known
as East Tincup Village). The property is located adjacent to two of the
Company's existing properties in Golden, Colorado. Golden Terrace South is a
family community consisting of 80 developed sites and 86 recreational vehicle
sites ("RV"), and includes a common building with restrooms and showers. As of
June 30, 1997, occupancy was 99% at the developed sites.
TERMS OF LEASE
The lease term is 110 months commencing on May 29, 1997, with monthly rental
payments of approximately $18,000. The Company paid a $550,000 lease deposit
at closing. The lease contains an option for the Company to purchase Golden
Terrace South at the termination of the lease for $2.4 million. For financial
accounting purposes, the Company accounted for the lease as a direct financing
lease; and, accordingly, the Company has recorded an investment in real estate
and note payable.
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THE MOBILEPARKS WEST TRANSACTION
On August 29, 1997, the Company acquired 17 manufactured home communities, a
50% general partnership interest in San Jose Mobilepark West I, and two
commercial properties (collectively, the "MPW Properties") from limited
partners and joint ventures affiliated with Mobileparks West, a California
Limited Partnership. The aggregate purchase price of the MPW Properties was
approximately $100 million. Approximately $64 million of the purchase price
was in the form of units of limited partnership interest ("OP Units") which are
convertible into an equivalent number of shares of the Company's common stock,
approximately $6 million was in the form of installment notes payable,
approximately $17 million was in the form of cash funded from a borrowing under
the Company's line of credit, and the Company assumed debt of approximately $13
million.
ALL SEASONS MOBILEHOME COMMUNITY, SALT LAKE CITY, UTAH
DESCRIPTION OF PROPERTY
All Seasons Mobilehome Community is a 121-site senior community located in Salt
Lake County, Utah. Amenities include: a clubhouse with a kitchen, a swimming
pool, a recreation center with billiards and a library, laundry facilities, and
an RV storage area. As of June 30, 1997, occupancy was 100%.
CORALWOOD MOBILEHOME COMMUNITY, MODESTO, CALIFORNIA
DESCRIPTION OF PROPERTY
Coralwood Mobilehome Community is a 194-site senior community located in
Stanislaus County near San Jose, California. Amenities include: a clubhouse,
a spa and swimming pool, tennis courts, a recreation center, and laundry
facilities. As of June 30, 1997, occupancy was 93%.
FALCON WOOD VILLAGE, EUGENE, OREGON
DESCRIPTION OF PROPERTY
Falconwood Village is a 183-site senior community located in Lane County,
Oregon. Amenities include: a clubhouse, shuffleboard, a spa and swimming
pool, laundry and car wash facilities, and an RV parking area. As of June 30,
1997, occupancy was 100%.
FOUR SEASONS MOBILEHOME COMMUNITY, FRESNO, CALIFORNIA
DESCRIPTION OF PROPERTY
Four Seasons Mobilehome Community is a 242-site family community located in
Fresno County, California. Amenities include: a clubhouse, a swimming pool, a
tennis court, two basketball courts, a playground and play field, a barbecue
area, laundry facilities, and an RV parking area. As of June 30, 1997,
occupancy was 69%.
KLOSHE ILLAHEE MOBILEHOME COMMUNITY, FEDERAL WAY, WASHINGTON
DESCRIPTION OF PROPERTY
Kloshe Illahee Mobilehome Community is a 258-site senior community located in
King County near Seattle, Washington. Amenities include: a community room,
game room, sauna, jacuzzi, swimming pool, tennis court, library, kitchen,
laundry facilities, and an RV storage area. As of June 30, 1997, occupancy was
100%.
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MONTE DEL LAGO MOBILEHOME COMMUNITY, CASTROVILLE, CALIFORNIA
DESCRIPTION OF PROPERTY
Monte Del Lago Mobilehome Community is a 310-site senior community located in
Monterey County near San Jose, California. Amenities include: a clubhouse,
spa, 2 outdoor pools, recreation center, basketball court, small playground,
laundry facilities, and an RV storage area. As of June 30, 1997, occupancy was
86%.
QUAIL HOLLOW, FAIRVIEW, OREGON
DESCRIPTION OF PROPERTY
Quail Hollow is a 137-site senior community located in Multnomah County near
Portland, Oregon. Amenities include: a clubhouse, swimming pool, and laundry
facilities. As of June 30, 1997, occupancy was 100%.
ROYAL OAKS MOBILEHOME COMMUNITY, VISALIA, CALIFORNIA
DESCRIPTION OF PROPERTY
Royal Oaks Mobilehome Community is a 149-site senior community located in
Tulare County near Fresno, California. Amenities include: a clubhouse,
swimming pool, recreation center, basketball court, playground, barbecue area,
laundry facilities, and an RV storage area. As of June 30, 1997, occupancy was
87%.
SAN JOSE MOBILEPARK WEST I-IV, SAN JOSE, CALIFORNIA
DESCRIPTION OF PROPERTY
San Jose MobilePark West I-IV consists of four adjacent family communities and
a day care center located in Santa Clara County, California with 179 sites, 182
sites, 189 sites and 173 sites, respectively. Amenities include: two laundry
buildings, a recreation building, RV storage, three swimming pools with spas,
two tennis courts, a basketball court, three playground areas, two saunas, a
carwash, and shuffleboard. As of June 30, 1997, occupancy was 100% at all four
of the communities.
SEA OAKS MOBILEHOME COMMUNITY, LOS OSOS, CALIFORNIA
DESCRIPTION OF PROPERTY
Sea Oaks Mobilehome Community is a 125-site senior community located in San
Luis Obispo County near San Jose, California. Amenities include: a recreation
center, outdoor pool, and a barbecue area. As of June 30, 1997, occupancy was
100%.
SEDONA SHADOWS, SEDONA, ARIZONA
DESCRIPTION OF PROPERTY
Sedona Shadows is a 200-site senior community located in Yavapai County,
Arizona. Amenities include: two community rooms, a game room, tennis court,
sauna, jacuzzi, swimming pool, kitchen, barbecue area, and an RV storage area.
As of June 30, 1997, occupancy was 86%.
SHADOWBROOK, CLACKAMAS, OREGON
DESCRIPTION OF PROPERTY
Shadowbrook is a 156-site family community located in Clackamas County near
Portland, Oregon. Amenities include: a clubhouse, swimming pool, laundry
facilities, and an RV storage area. As of June 30, 1997, occupancy was 100%.
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SUNSHADOW MOBILEHOME COMMUNITY, SAN JOSE, CALIFORNIA
DESCRIPTION OF PROPERTY
Sunshadow Mobilehome Community is a 121-site family community located in Santa
Clara County, California. Amenities include: a clubhouse, spa, swimming pool,
and laundry facilities. As of June 30, 1997, occupancy was 100%.
VILLA BOREGA MOBILEHOME COMMUNITY, LAS VEGAS, NEVADA
DESCRIPTION OF PROPERTY
Villa Borega Mobilehome Community is a 293-site senior community located in
Clark County, Nevada. Amenities include: a clubhouse, recreation center, a
swimming pool and spa, tennis courts, and laundry facilities. As of June 30,
1997, occupancy was 99%.
WESTWOOD VILLAGE MOBILEHOME COMMUNITY, FARR WEST, UTAH
DESCRIPTION OF PROPERTY
Westwood Village Mobilehome Community is a 293-site senior community located in
Weber County near Salt Lake City, Utah. Amenities include: a clubhouse,
recreation center, library, swimming pool, kitchen, laundry facilities, and an
RV storage area. As of June 30, 1997, occupancy was 100%.
GARDEN WEST OFFICE PLAZA, MONTEREY, CALIFORNIA
DESCRIPTION OF PROPERTY
Garden West Office Plaza is a 23,000 square foot office building located in
Monterey, California. The building held the offices of Mobileparks West, the
general partner of the MPW Properties, along with smaller scale professional
tenants, including a state employment agency and an accounting agency. As of
June 30, 1997, occupancy was 95%.
NICHOLSON PLAZA, SAN JOSE, CALIFORNIA
DESCRIPTION OF PROPERTY
Nicholson Plaza is a 17,000 square foot retail strip center located in front of
the San Jose I-IV properties. Tenants include fast food restaurants and a
brokerage firm. As of June 30, 1997, occupancy was 93%.
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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 "Form of Contribution Agreement dated August 25, 1997", along
with certain attachments thereto. (The Form of Contribution
Agreement reflects the Contribution Agreement between the
Company and Mobileparks West which was the basis of the
remaining Contribution Agreements. In addition, the "Basic
Provisions" section included in the remaining Contribution
Agreements has been included in the Form of Contribution
Agreement.)
10.2 "Addendum No. 1 To Contribution Agreements" dated August 29,
1997.
No information is required under Items 1,3,4,5, and 6, and these items
have therefore been omitted.
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SIGNATURE
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: September 10, 1997
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