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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
__________________________________
Date of Report (Date of earliest event reported): NOVEMBER 4, 1998
SUMMIT PROPERTIES PARTNERSHIP, L.P.
(Exact name of Registrant as specified in charter)
DELAWARE 0-22411 56-1857809
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
212 S. TRYON STREET, SUITE 500, CHARLOTTE, NC 28281
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(Address of principal executive offices) (Zip Code)
(704) 334-9905
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
Summit Properties Partnership, L.P., a Delaware limited partnership (the
"Partnership"), is the entity through which Summit Properties Inc., a Maryland
corporation (the "Summit Properties") conducts substantially all of its
business and owns (either directly or through subsidiaries) substantially all
of its assets. On November 4, 1998, Summit Properties acquired a portfolio of
multifamily properties in Texas (the "Ewing Portfolio") consisting of 2,465
apartment homes in seven communities located in Dallas, Austin and San Antonio.
The acquisition of the Ewing Portfolio was effected pursuant to an
Agreement and Plan of Reorganization dated as of October 31, 1998 (the "Merger
Agreement") among Summit Properties, affiliates of Summit Properties (including
the Operating Partnership), Ewing Industries, Inc., an Ohio corporation ("Ewing
Industries"), affiliates of Ewing, and their respective partners, shareholders
and members (together with Ewing Industries, "Ewing"). Pursuant to the Merger
Agreement, the acquisition was funded through (i) the issuance to Ewing of
1,008,987 shares of common stock of Summit Properties (each, a "Share") and
141,921 units of limited partnership interest of the Partnership (each, a
"Unit"), valued at $18.50 per Share and per Unit (or $21,291,801 in the
aggregate), (ii) the assumption of $79,851,773 in long-term fixed-rate mortgage
indebtedness, (iii) the payment of $50,598,397 in cash and (iv) receipt of
$2,516,868 of credit for customary prorations and reserves. The per Share and
Unit price was determined using a formula equal to the average of the daily
high and low sales prices per Share on the New York Stock Exchange during a ten
(10) trading day period prior to the closing of the acquisition and was subject
to a minimum of $18.50 and a maximum of $22.50.
Summit Properties entered into a Registration Rights Agreement with
respect to the Shares issued in the transaction. Under the Registration Rights
Agreement, the Shares (i) may not be offered, sold or otherwise disposed of
during a period of at least one (1) year from the date of issuance of such
Shares pursuant to the Merger Agreement (the "Lock-Up Period") and (ii) under
certain circumstances may be registered pursuant to an effective registration
statement filed under the Securities Act of 1933 after the expiration of the
Lock-Up Period.
The cash component of the transaction was funded through a draw on the
Operating Partnership's $175,000,000 unsecured credit facility provided by
First Union National Bank, as administrative agent for certain lenders
thereunder. A portion of the consideration is deferred until stabilization of
the Summit Las Palmas community which is currently in lease-up. The current
estimate of the additional consideration to be paid at such time is
(i) 1,030,009 Shares and 36,629 Units, valued at $18.50 per Share and per Unit
(or $19,732,803 in the aggregate), and (ii) cash in the amount of $1,314,144. In
the event that Summit Las Palmas does not stabilize by December 31, 1999, the
community could be reconveyed to Ewing under certain circumstances.
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The following table briefly describes the Ewing Portfolio:
COMMUNITY LOCATION YEAR APARTMENT OCCUPANCY
COMPLETED HOMES (as of 10/26/98)
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Stabilized
Summit Belcourt Dallas 1994 180 97.2%
Summit Buena Vista Dallas 1996 467 92.5%
Summit Camino Real Dallas 1998 364 93.1%
Summit Turtle Cove Dallas 1996 348 92.2%
Summit Los Arboles Austin 1995/1996 408 93.4%
Summit Turtle Rock San Antonio 1995 250 97.2%
Stabilized Total 2,017 93.7%
Lease-Up
Summit Las Palmas Austin 1998 448 *
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* Community is currently in lease-up and is expected to stabilize by
year-end 1998.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Audited financial statements will be filed by amendment as soon as
practicable, but in no event later than 60 days after the date that this
Current Report is filed.
(b) Pro Forma Financial Information
Pro forma financial information will be filed by amendment as soon as
practicable, but in no event later than 60 days after the date that this
Current Report is filed.
(c) Exhibits
Number Description
2.1 Agreement and Plan of Reorganization dated as of October 31, 1998 among
Summit Properties Inc., affiliates of Summit Properties Inc. (including
the Summit Properties Partnership, L.P.), Ewing Industries, Inc., and
affiliates of Ewing Industries, Inc. Exhibits to this Agreement which
have been omitted shall be supplementally furnished to the Commission
upon request. (Incorporated by reference to Exhibit 2.1 of Summit
Properties Inc.'s Current Report on Form 8-K filed on November 13, 1998,
File No. 1-12792)
3.1 Amendment No. 13 to the Limited Partnership Agreement of Summit
Properties Partnership, L.P. (Incorporated by reference to Exhibit 10.1
of Summit Properties Inc.'s Current Report on Form 8-K filed on
November 13, 1998, File No. 1-12792)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be filed on its behalf by the
undersigned hereunto duly authorized.
SUMMIT PROPERTIES PARTNERSHIP, L.P.
By: Summit Properties Inc.,
its general partner
Dated: November 13, 1998 By: /s/ Michael L. Schwarz
_____________________________
Michael L. Schwarz
Executive Vice President and
Chief Financial Officer
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Exhibit Index
Number Description
2.1 Agreement and Plan of Reorganization dated as of October 31, 1998 among
Summit Properties Inc., affiliates of Summit Properties Inc. (including
the Summit Properties Partnership, L.P.), Ewing Industries, Inc., and
affiliates of Ewing Industries, Inc. (Incorporated by reference to
Exhibit 2.1 of Summit Properties Inc.'s Current Report on Form 8-K filed
on November 13, 1998, File No. 1-12792)
3.1 Amendment No. 13 to the Limited Partnership Agreement of Summit
Properties Partnership, L.P. (Incorporated by reference to Exhibit 10.1
of Summit Properties Inc.'s Current Report on Form 8-K filed on November
13, 1998, File No. 1-12792)