-----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, Msc31u0mP1VzejiQtLf2BnMoB0favAf8SKKGQk0SUJosmRxsJ9qO2KhXSKMHT2F3 uHBiHYbZ01NTN0P5OFp78Q== 0000950150-98-001392.txt : 19980817 0000950150-98-001392.hdr.sgml : 19980817 ACCESSION NUMBER: 0000950150-98-001392 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980814 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED ESTATES REALTY CORP CENTRAL INDEX KEY: 0000911635 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 341747603 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47037 FILM NUMBER: 98689219 BUSINESS ADDRESS: STREET 1: 5025 SWETLAND COURT CITY: RICHMOND HEIGHTS STATE: OH ZIP: 44143-1467 BUSINESS PHONE: 2162615000 MAIL ADDRESS: STREET 1: 5025 SWETLAND CT CITY: RICHMOND HEIGHTS STATE: OH ZIP: 44143-1467 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MIG RESIDENTIAL REIT INC CENTRAL INDEX KEY: 0000927776 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 650498732 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 250 AUSTRALIAN AVE SOUTH STREET 2: SO STE 400 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 5618201300 MAIL ADDRESS: STREET 1: 250 AUSTRALIAN AVE SOUTH STREET 2: STE 400 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 1 1 ------------------------- OMB APPROVAL ------------------------- OMB Number:3235-0145 Expires: August 31, 1999 Estimated average burden hours per response...14.90 ------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Associated Estates Realty Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Shares of Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 045604105 - -------------------------------------------------------------------------------- (CUSIP Number) Morrison & Foerster LLP 555 West Fifth Street 35th Floor Los Angeles, California 90013-1024 Attention: Samuel H. Gruenbaum, Esq. (213) 892-5200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 5, 1998 - -------------------------------------------------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 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). 1 2 POTENTIAL PERSONS WHO ARE TO 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. 045604105 -------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). MIG Residential REIT, Inc. No. 65-0498732 --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [X] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) SOURCE OF FUNDS (See Instructions) OO --------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] --------------------------------------------------------------------- (6) Citizenship or Place of Organization Maryland --------------------------------------------------------------------- (7) Sole Voting Power Number of 0 shares Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by 0 shares Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 0 shares -------------------------------------------------------- (10) Shared Dispositive Power 0 shares -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares --------------------------------------------------------------------- (12) Check if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0% --------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO --------------------------------------------------------------------- 2 3 ITEM 4. PURPOSE OF TRANSACTION. With respect to subsection (a) of this Item 4, neither MIG Residential REIT, Inc. (the "Company") nor any of its subsidiaries presently has any plans that relate to or would result in the acquisition by any person of additional securities of Associated Estates Realty Corporation ("AERC"). In connection with the commencement of the dissolution and liquidation of the Company and its subsidiaries, all of the 5,139,387 shares of AERC Common Stock which the Company beneficially owned were distributed in liquidation to the Company's Class A Stockholders in proportion to their stock ownership in the Company. The names, addresses, and identities of the Company's Class A Stockholders, and their percentage ownership of the Company's Class A shares immediately prior to the dissolution and liquidation (and hence the percentage of AERC Common Stock each Class A Stockholder will receive upon liquidation of the Company and the Subsidiaries) are as follows: 3 4
PERCENTAGE OF THE COMPANY'S PERCENTAGE OF NUMBER OF SHARES OF CLASS A SHARES AERC COMMON STOCK AERC COMMON STOCK SHAREHOLDER & ADDRESS OWNED AS OF 8/5/98 OWNED* OWNED Trustees of Carpenters Individual Account 7.759% 1.764% 398,766 Pension Trust of Western Washington under agreement dated June 1, 1981 and of Carpenters Retirement Trust of Western Washington under agreement dated January 1, 1996 2200 6th Avenue, Suite 300 Seattle, Washington 98121 City of Orlando Police, Firefighters' and 9.197% 2.091% 472,666 General Employees Pension Board 400 South Orange Avenue, 4th Floor Orlando, Florida 32801-3302 Trustees for Colonial Gas Company 0.971% 0.221% 49,893 Master Pension Trust under agreement dated July 1, 1998 40 Market Street Lowell, Massachusetts 01853 Trustees for Dillingham Construction 0.831% 0.189% 42,725 Pension Plan under agreement dated August 1, 1997 5960 Inglewood Drive Pleasanton, California 94588-8535 Fresno County Employee's 11.084% 2.520% 569,666 Retirement Association 2281 Tulary Street Fresno, California 93721 CS & Co. 22.169% 5.041% 1,139,333 100 East Pratt Street, Suite 2000 Baltimore, Maryland 21202 Massachusetts Water Resource Authority 1.108% 0.252% 56,967 100 First Avenue Charleston, Massachusetts 02129 Trustees of McDermott 16.627% 3.780% 854,500 Incorporated under agreement dated January 1, 1993 Norfolk House Frederick Street Nassau, Bahamas Trustees of the 17.989% 4.091% 924,792 Michelin North America, Inc. Master Trust under agreement dated January 1, 1993 One Parkway South Greenville, South Carolina 29602-9001 Oakland County Employees' 7.824% 1.779% 402,212 Retirement System 1200 North Telegraph Road Pontiac, Michigan 48341-0479 Worcester Retirement System 4.433% 1.008% 227,867 455 Main Street, Suite 103 ------ ------ --------- Worcester, Massachusetts 01608 TOTAL: 100% 22.712% 5,139,387 ====== ====== =========
4 5 * The percentages of shares of AERC Common Stock owned by each Class A Shareholder are based on the 22,596,958 outstanding shares of AERC Common Stock as of August 11, 1998. The Company and the Subsidiaries presently have no plans or proposals with respect to subsections (b) through (j) of this Item 4. ITEM 5. INTEREST AND SECURITIES OF THE ISSUER. (a) As of August 6, 1998, the Company did not own any shares of AERC Common Stock. (b) As of August 6, 1998, the Company did not have sole power to direct the vote and sole power to direct the disposition of any shares of AERC Common Stock. (c) As of August 6, 1998, other than the acquisition of the shares covered by this Schedule 13D and the liquidation of the Company and its subsidiaries, neither the Company nor any of its subsidiaries has effected any transactions in shares of AERC Common Stock. (d) As of August 6, 1998, each Class A Shareholder that received AERC Common Stock in connection with the liquidation of the Company and its subsidiaries has all rights with respect to dividends and sales of the shares, and no other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the shares of AERC Common Stock covered by this Schedule 13D. (e) August 5, 1998. 5 6 ITEM 8. SIGNATURE. After reasonable inquiry and to the best of my knowledge and belief, I certify on behalf of MIG Residential REIT, Inc., that the information set forth in this Statement is true, complete and correct. Date: August 14, 1998 MIG RESIDENTIAL REIT, INC. By: //Larry E. Wright// ------------------------------ President 6 -----END PRIVACY-ENHANCED MESSAGE-----