-----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, HQQRSoXeal1zNt3ut6NtN3FKf0nq6hIuycmXL+IDyXBbZXIGmfVk6oqZqSOMbMG2 reTHqmeUav8i4GEmka8+FA== 0000912595-97-000003.txt : 19970220 0000912595-97-000003.hdr.sgml : 19970220 ACCESSION NUMBER: 0000912595-97-000003 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970203 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID AMERICA APARTMENT COMMUNITIES INC CENTRAL INDEX KEY: 0000912595 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 621543819 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-20221 FILM NUMBER: 97516733 BUSINESS ADDRESS: STREET 1: 6584 POPLAR AVE STREET 2: STE 340 CITY: MEMPHIS STATE: TN ZIP: 38138 BUSINESS PHONE: 9016826600 MAIL ADDRESS: STREET 1: 6584 POPLAR AVE STREET 2: SUITE 340 CITY: MEMPHIS STATE: TN ZIP: 38138 S-3/A 1 As filed with the Securities and Exchange Commission on January 23, 1997 Registration No. 333-20221 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MID-AMERICA APARTMENT COMMUNITIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) TENNESSEE 6021 62-1543819 - ------------------ ---------------------------- ------------------- (State or other (Primary Standard Industrial (I.R.S. Employer jurisdiction of Classification Code Number) Identification No.) incorporation or organization) 6584 Poplar Avenue, Suite 340 Memphis, Tennessee 38138 --------------------------------------- (Address of principal executive office) George E. Cates 6584 Poplar Avenue, Suite 340 Memphis, Tennessee 38138 (901) 682-6600 --------------------------------------- (Name and address of agent for service) Copies to: John A. Good, Esq. Baker, Donelson, Bearman & Caldwell 165 Madison Avenue, 20th Floor Memphis, Tennessee 38103 Telephone (901) 577-2148 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. SIGNATURES Pursuant to the requirement of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on February 3, 1997. MID-AMERICA APARTMENT COMMUNITIES, INC. By: /s/ Simon R.C. Wadsworth -------------------------------------------- Simon R.C. Wadsworth, Executive VP and Chief Financial Officer EX-5.1 2 EXHIBIT 5.1 BAKER, DONELSON, BEARMAN & CALDWELL 165 Madison Avenue, Suite 2000 Memphis, Tennessee 38103 January 31, 1997 Board of Directors Mid-America Apartment Communities, Inc. 6584 Poplar Avenue, Suite 340 Memphis, TN 38138 Gentlemen: You have requested our opinion in connection with the registration on Form S-3, Registration Statement No. 333-20221 (the "Registration Statement") under the Securities Act of 1933, as amended, of up to an aggregate of 750,000 shares of common stock, par value $.01 per share (the "Offered Securities") as defined in the Registration Statement of Mid-America Apartment Communities, Inc., a Tennessee corporation (the "Company") to be sold by the Company from time to time as described in the Registration Statement. We have acted as counsel for the Company in connection with the proposed offering of the Offered Securities and have assisted with the preparation of the Registration Statement and various corporate documents related thereto. We have examined and relied upon the following documents and instruments for the purpose of giving this opinion, which , to our knowledge and in our judgment, are all of the documents and instruments that are necessary for us to examine for such purpose: 1. The Registration Statement and the prospectus filed therewith (the "Prospectus") and all exhibits thereto; 2. A copy of the Company's Charter certified by the Tennessee Secretary of State; 3. A copy of the Company's Bylaws, as amended, certified by the Secretary of the Company; and 4. The minute book of the Company. In giving our opinion, we have assumed without investigation the authenticity of any document or instrument submitted to us as an original, the conformity to the authentic original of any document or instrument submitted to us as a certified, conformed or photostatic copy and the genuineness of all signatures on such originals or copies. Based upon the foregoing and having regard for such legal considerations as we deem relevant, we are of the opinion that the Offered Securities, when issued in accordance with the Registration Statement, will be validly issued, fully paid and nonassessable. Our opinion subject to the following qualifications and limitations: i. The opinions expressed herein are subject to the effect of applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights and equitable principles limiting the availability of equitable remedies on the enforceability of contracts, agreements and instruments. ii. Members of our firm are qualified to practice law in the State of Tennessee and nothing contained herein shall be deemed to be an opinion as to any law, rule or regulation other than those of the federal law of the United States. iii. The opinions set forth herein are expressed as of the date hereof and we disclaim any undertaking to advise you of any changes which may subsequently be brought to our attention in the facts and the law upon which such opinions are based. This opinion is furnished by us and is intended to be used as an exhibit to the Registration Statement filed with the Securities and Exchange Commission. Except for such use, neither this opinion nor copies hereof may be relied upon by, delivered to, or quoted in whole or in part without our prior written consent. We consent to the reference of our firm name under the caption LEGAL MATTERS in the Prospectus and to the use of our opinion as an exhibit to the Registration Statement. In giving such consents, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, BAKER, DONELSON, BEARMAN & CALDWELL a Professional Corporation By: /s/ John A. Good -------------------------- John A. Good -----END PRIVACY-ENHANCED MESSAGE-----