-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MUWlXBss7DFwis8oeuvJf6CQM8OZcwjtGuElvjvW8icL5zZbA69eVEeVKk3GvUNU g1SmvVK40WUY/+trd3uDbw== 0000950134-05-010671.txt : 20050523 0000950134-05-010671.hdr.sgml : 20050523 20050523165814 ACCESSION NUMBER: 0000950134-05-010671 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050523 DATE AS OF CHANGE: 20050523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AFFORDABLE RESIDENTIAL COMMUNITIES INC CENTRAL INDEX KEY: 0001265131 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 841477939 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79781 FILM NUMBER: 05851857 MAIL ADDRESS: STREET 1: 600 GRANT STREET SUITE 900 CITY: DENVER STATE: CO ZIP: 80203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORD GERALD J CENTRAL INDEX KEY: 0001021572 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 2132104931 MAIL ADDRESS: STREET 1: 350 S GRAND AVENUE STREET 2: 52ND FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13D/A 1 d25795a3sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Affordable Residential Communities Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

008273-10-4
(CUSIP Number)

Michael M. Boone
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 20, 2005
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

             
CUSIP No. 008273-10-4 Page 2 of 4
  1. Name of Reporting Person:
Gerald J. Ford		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
3,900,900
8. Shared Voting Power:
0
9. Sole Dispositive Power:
3,900,900
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,900,900
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
9.5%
  14.Type of Reporting Person (See Instructions):
IN

 

     This Amendment No. 3 to Schedule 13D amends and supplements the Schedule 13D filed by Gerald J. Ford with the Securities and Exchange Commission (the “Commission”) on April 1, 2005, as amended by Amendment No. 1 to Schedule 13D filed with the Commission on April 5, 2005 and Amendment No. 2 to Schedule 13D filed with the Commission on April 6, 2005 (as amended, the “Schedule 13D”) relating to the common stock, par value $0.01 per share (“Common Stock”), of Affordable Residential Communities Inc., a Maryland corporation (the “Issuer”). Capitalized terms used herein which are not defined herein have the meanings attributed to such terms in the Schedule 13D. Except as otherwise expressly provided herein, all Items of the Schedule 13D remain unchanged.

Item 4. Purpose of Transaction.

     Item 4 is hereby supplemented as follows:

     Mr. Ford and the Issuer have held discussions regarding Mr. Ford potentially acquiring additional securities of the Issuer through open market or privately negotiated transactions, from the Issuer or otherwise. In connection with these discussions, Mr. Ford and the Issuer entered into a letter agreement (the “Letter Agreement”) on May 20, 2005 regarding the securities ownership limits set forth under the Issuer’s Articles of Amendment and Restatement (the “Charter”). Pursuant to the Letter Agreement, the Issuer has established the following securities ownership limits under the Charter for Mr. Ford and his affiliates: (i) an Aggregate Stock Ownership Limit (as defined in the Charter) of 19.9% in value of the aggregate of the outstanding shares of Stock (as defined in the Charter) and (ii) a Common Stock Ownership Limit (as defined in the Charter) of 19.9% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock. Although Mr. Ford has not decided at this time whether he will acquire additional securities of the Issuer, Mr. Ford reserves the right to acquire additional securities of the Issuer through open market or privately negotiated transactions, from the Issuer or otherwise, at any time without prior notice. The foregoing is qualified in its entirety by reference to the Letter Agreement attached hereto as Exhibit 1 and the Charter attached hereto as Exhibit 2, each of which is incorporated by reference herein.

     On May 23, 2005, the Issuer announced that it intends to nominate Mr. Ford and, at Mr. Ford’s request, James R. Staff and Carl B. Webb, for election to the Board of Directors of the Issuer at the Issuer’s 2005 Annual Meeting of Stockholders. Mr. Ford, and Messrs. Staff and Webb, intend to join the Board of Directors of the Issuer if elected at the Issuer’s 2005 Annual Meeting of Stockholders.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     Item 6 is hereby amended and restated in its entirety as follows:

     The information contained in Item 4 is hereby incorporated by reference in response to this Item 6.

Item 7. Material to Be Filed as Exhibits.

     Item 7 is hereby amended and restated in its entirety as follows:

     
Exhibit 1
  Letter Agreement, dated May 20, 2005, by and between the Issuer and Mr. Ford.
 
    
Exhibit 2
  Articles of Amendment and Restatement of the Issuer (Exhibit 3.1 to the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated by reference herein).

Page 3 of 4

 

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 23, 2005
         
     
  By:   /s/ Gerald J. Ford    
    Gerald J. Ford   
       
 

Page 4 of 4

 

EXHIBITS

     
Exhibit 1
  Letter Agreement, dated May 20, 2005, by and between the Issuer and Mr. Ford.
 
    
Exhibit 2
  Articles of Amendment and Restatement of the Issuer (Exhibit 3.1 to the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated by reference herein).

 

 EX-99.1 2 d25795a3exv99w1.htm LETTER AGREEMENT exv99w1
 

Exhibit 1

May 20, 2005

Gerald J. Ford

Care of:
Michael M. Boone
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5000

  Re:  Affordable Residential Communities Inc.;
Ownership Limitation; Waiver

Dear Mr. Ford:

     Terms capitalized but not defined herein shall have the meaning set forth in the Articles of Amendment and Restatement (the “Charter”) of Affordable Residential Communities Inc., a Maryland corporation (the “Company”). Subject to the terms and conditions set forth in this letter agreement (this “Agreement”), effective as of May 20, 2005, the Company hereby establishes (i) an Aggregate Stock Ownership Limit of 19.9% in value of the aggregate of the outstanding shares of Stock and (ii) a Common Stock Ownership Limit of 19.9% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock (the “Ford Ownership Limits”) with respect to the Beneficial Ownership and Constructive Ownership of shares of Stock of the Company by, in the aggregate, Gerald J. Ford (“Ford”), any entities controlled by Ford, executive officers of any such entities controlled by Ford and any directors of any such entities controlled by Ford who are also employed by such entities in a capacity other than as a director (collectively, the “Ford Persons”).

     As a condition to the Company’s establishment of the Ford Ownership Limits and to the Ford Persons’ continued enjoyment of such Ford Ownership

 

 

Limits, Ford agrees that he shall confirm, from time to time, the direct, indirect, beneficial or constructive ownership interest of the Ford Persons, if any, upon request, in (i) tenants of properties in which the Company holds a direct or indirect interest, (ii) any entity that directly, beneficially or constructively owns any interest in the Company, and (iii) any entity directly, beneficially or constructively owned or controlled by the Company. Ford also agrees that he shall advise the Ford Persons of the Ford Ownership Limits as they apply to such Ford Persons.

     Moreover, Ford agrees that any violation or attempted violation by any Ford Person of the undertakings contained in this Agreement or other action which is contrary to the restrictions contained in Sections 7.2.1 through 7.2.6 of the Charter will result in shares of Stock being automatically transferred to a Trust in accordance with Sections 7.2.1(b) and 7.3 of the Charter.

     The Ford Ownership Limits described herein relate solely to (i) the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit for purposes of applying Section 7.2.1(a)(i) of the Charter, and do not affect the application of any other limitations contained in the Charter, and (ii) the shares of Stock that are owned directly or indirectly by the Ford Persons, and does not affect the application of the Aggregate Stock Ownership Limit or the Common Stock Ownership Limit to shares of stock of the Company that are otherwise owned through any other entity or chain of entities.

2

 

     In order to confirm the accuracy of the statements above, please sign below at the space provided under “Agreed to and Acknowledged,” and return an executed copy of this letter to us at your earliest convenience.
         
  Very truly yours,

Affordable Residential Communities Inc.
 		  
  By:   /s/ Scott L. Gesell    
    Name:   Scott L. Gesell   
    Title:   Executive Vice President   
 

Agreed to and Acknowledged by:
       
     
  By:   /s/ Gerald J. Ford   
  Name:   Gerald J. Ford   
       
 

3

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