-----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, V8GsKY8aRGQJlvAlMoL6zysECo88xMYUMIwxIruFV4u5C/j3U1ZWxqlNNEUrmGe1 N63wUehH+Fqoz6IIDc95QA== 0000923118-01-000011.txt : 20010330 0000923118-01-000011.hdr.sgml : 20010330 ACCESSION NUMBER: 0000923118-01-000011 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOME PROPERTIES OF NEW YORK INC CENTRAL INDEX KEY: 0000923118 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 161455126 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-13136 FILM NUMBER: 1584185 BUSINESS ADDRESS: STREET 1: 850 CLINTON SQ CITY: ROCHESTER STATE: NY ZIP: 14604 BUSINESS PHONE: 7165464900 MAIL ADDRESS: STREET 1: 850 CLINTON SQUARE CITY: ROCHESTER STATE: NY ZIP: 14604 10-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-13136 HOME PROPERTIES OF NEW YORK, INC. (Exact name of Registrant as specified in its Charter) MARYLAND 16-1455126 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 850 CLINTON SQUARE ROCHESTER, NEW YORK 14604 (Address of principal executive offices) Registrant's telephone number, including area code: (716) 546-4900 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on TITLE OF EACH CLASS WHICH REGISTERED ------------------- ---------------- Common Stock, $.01 par value New York Stock Exchange Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X The aggregate market value of the shares of common stock held by non-affiliates (based upon the closing sale price on the New York Stock Exchange) on March 21, 2001 was approximately $604,038,813. As of March 21, 2001, there were 21,941,112 shares of common stock, $.01 par value outstanding. DOCUMENTS INCORPORATED BY REFERENCE The proxy statement to be issued in connection with the Company's 2001 Annual Meeting of Stockholders is incorporated by reference into Items 11, 12 and 13 of Part III of this Report. HOME PROPERTIES OF NEW YORK, INC. TABLE OF CONTENTS PART I. Item 1. Business Item 2. Properties Item 3. Legal Proceedings Item 4. Submission of Matters to a Vote of Security Holders Item 4A. Executive Officers and Key Employees PART II. Item 5. Market of the Registrant's Common Equity and Related Shareholder Matters Item 6. Selected Financial and Operating Information Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure PART III. Item 10. Directors and Executive Officers of the Registrant Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management Item 13. Certain Relationships and Related Transactions PART IV. Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K PART I ITEM 1. BUSINESS THE COMPANY Home Properties of New York, Inc. ("Home Properties" or the "Company") is a self-administered and self-managed real estate investment trust ("REIT") that owns, manages, acquires, rehabilitates and develops apartment communities. The Company's properties are regionally focused in the Northeastern, Mid-Atlantic and Midwestern United States. It was formed to continue and expand the operations of Home Leasing Corporation ("Home Leasing"). The Company completed an initial public offering of 5,408,000 shares of common stock (the "IPO") on August 4, 1994. The Company conducts its business through Home Properties of New York, L.P. (the "Operating Partnership"), a New York limited partnership in which the Company held a 62.5% partnership interest as of December 31, 2000 (62.4% at December 31, 1999) and two management companies (the "Management Companies") - Home Properties Management, Inc. ("HP Management") and Home Properties Resident Services, Inc. ("HP Resident Services") (formerly Conifer Realty Corporation), both of which are Maryland corporations. Home Properties, through its affiliates described above, as of December 31, 2000, operated 319 communities with 50,912 apartment units. Of these, 39,041 units in 147 communities are owned outright (the "Owned Properties"), 8,325 units in 136 communities are managed and partially owned by the Company as general partner, and 3,546 units in 36 communities are managed for other owners (collectively, the "Managed Properties"). The Management Companies and the Operating Partnership, to a limited extent, are also involved in certain development activities. The Owned Properties and the Managed Properties (collectively, the "Properties") are concentrated in the following market areas:
APARTMENTS OWNED AND MANAGED AT 12/31/00 APTS. MANAGED APTS. AS APTS. APT. MARKET AREA OWNED GENERAL PARTNER FEE MANAGED TOTALS ----------- ----- --------------- ----------- ------ Baltimore, MD 6,787 0 2,055 8,842 Eastern, PA 6,276 0 0 6,276 Detroit, MI 5,693 0 108 5,801 Rochester, NY 2,975 1,686 700 5,361 Northern, NJ 2,657 352 0 3,009 Northern VA/DC Area 2,591 0 103 2,694 Buffalo, NY 2,519 156 119 2,794 Chicago, IL 2,018 0 0 2,018 Syracuse, NY 1,564 1,333 199 3,096 Central VA 1,244 0 0 1,244 Long Island, NY 1,184 0 0 1,184 Hudson Valley, NY 911 299 0 1,210 South Bend, IN 706 168 0 874 Portland, ME 596 0 0 596 Hamden, CT 498 0 0 498 Delaware 432 0 0 432 Columbus, OH 242 1,124 0 1,366 Western PA 148 2,077 177 2,402 Other NYS Areas 0 1,130 85 1,215 ---------- ----- ------- ------- TOTAL # OF UNITS 39,041 8,325 3,546 50,912 ====== ===== ===== ====== Total Number of Communities 147 136 36 319
The Company's mission is to provide investors with dependable financial returns that exceed those of comparable investments. The Company intends to pursue this mission in a socially responsible manner, by remaining committed to improving the quality of life for its residents, enhancing the broader communities in which the Company operates and providing employees with opportunities for growth and accomplishment. The Company's business strategy includes: (i) aggressively managing and improving its communities to achieve increased net operating income; (ii) acquiring additional apartment communities with attractive returns at prices significantly below replacement costs; and (iii) maintaining a conservative capital structure with cost effective access to the capital markets. STRUCTURE The Company was formed in November, 1993 as a Maryland corporation and is the general partner of the Operating Partnership. On December 31, 2000, it owned a 62.5% interest in the Operating Partnership - one percent as general partner and the remainder as a limited partner through its wholly owned subsidiary, Home Properties Trust. A portion of the limited partner interests held by Home Properties Trust as of December 31, 2000 consisted of all of the Class A Limited Partnership Interests (1,666,667 interests or 3.9% of the total interests in the Operating Partnership), all of the Series B Limited Partnership Units (2,000,000 units or 4.7% of the total) and all of the Series C, D, and E Limited Partnership Units (1,150,000 units, or 2.7% of the total). Those preferred interests in the Operating Partnership have rights and preferences that mirror the rights and preferences of the holders of the related series of preferred shares in the Company held by the State of Michigan Retirement Systems, GE Capital Equity Investment, Inc., an affiliate of Prudential Real Estate Investors, Teachers Insurance and Annuity Association of America, affiliates of AEW Capital Management and Pacific Life Insurance Company, and The Equitable Life Assurance Society of the United States. The remaining units (21,143,312 or 50.1% of the total) held by Home Properties Trust have basically the same rights as the other limited partner interests (the "Units") in the Operating Partnership. Those other Units are owned by certain individuals who acquired Units in the Operating Partnership as partial consideration for their interests in entities owning apartment communities purchased by the Operating Partnership, as well as certain officers of the Company. The Operating Partnership is a New York limited partnership formed in December, 1993. Holders of Units in the Operating Partnership may redeem a Unit for one share of the Company's common stock or cash equal to the fair market value at the time of the redemption, at the option of the Company. Management expects that it will continue to utilize Units as partial consideration for a significant portion of its acquisition properties. Both of the Management Companies were formed to comply with the technical requirements of federal income tax laws. Both are Maryland corporations and, effective January 1, 2001, both have elected to convert to taxable REIT subsidiaries under the Tax Relief Extension Act of 1999. HP Management was formed in January, 1994 and HP Resident Services was formed in December, 1995 under the name Conifer Realty Corporation. As of December 31, 2000, the Operating Partnership held 95% of the economic interest in both Management Companies, with Nelson and Norman Leenhouts (the "Leenhoutses") holding the remaining five percent interest. The Management Companies manage, for a fee, certain of the residential, commercial and development activities of the Company and provide construction, development and redevelopment services for the Company. In September 1997, Home Properties Trust ("QRS") was formed as a Maryland real estate trust and as a qualified REIT subsidiary, with 100% of its shares being owned by the Company. The QRS has been admitted as a limited partner of the Operating Partnership and the Company transferred all but one percent of its interest in the Operating Partnership to the QRS. The Company currently has approximately 2,100 employees and its executive offices are located at 850 Clinton Square, Rochester, New York 14604. Its telephone number is (716) 546-4900. OPERATING STRATEGIES The Company will continue to focus on enhancing the investment returns of its Properties by: (i) acquiring apartment communities at prices below new construction costs and repositioning those properties for long-term growth; (ii) reinforcing its decentralized company orientation by encouraging employees' personal improvement and by providing extensive training; (iii) enhancing the quality of living for the Company's residents by improving the quality of service and physical amenities available at each community every year; (iv) readily adopting new technology so that the time and cost spent on administration can be decreased and the time spent attracting and serving residents can be increased; (v) continuing to utilize its written "Pledge" of customer satisfaction that is the foundation on which the Company has built its name-brand recognition; and (vi) engaging in aggressive cost controls and taking advantage of volume discounts, thus benefiting from economies of scale while constantly improving the level of customer service. ACQUISITION, SALE AND DEVELOPMENT STRATEGIES The Company's core strategy is to grow primarily through acquisitions in geographic regions that have similar climates, easy access to the Company's headquarters, enough apartments available for acquisition to achieve a critical mass and minimal investment ownership by other apartment REITs. Targeted markets also possess other characteristics similar to the Company's existing markets, including a limited amount of new construction, acquisition opportunities below replacement costs, a mature housing stock and stable or moderate job growth. The Company expects that its growth will be focused in select metropolitan areas within the Northeast, Mid-Atlantic and Midwestern regions of the United States, where it has already established a presence. Continued geographic specialization is expected to have a greater impact on operating efficiencies than widespread accumulation of properties. The Company will pursue acquisition of individual properties as well as larger portfolios. It may also consider strategic investments in other apartment companies. The Company is also contemplating the sale of several of its mature communities. The Company has identified about two dozen communities with over 5,000 units for potential sale. The total estimated value of these communities is $200 million. The majority of these communities are in the Upstate New York markets of Syracuse, Buffalo and Rochester. Others are spread over several markets, where they are less efficient to operate due to their remote locations and/or their small size. The Company will not sell, however, unless it achieves targeted prices at levels which would allow it to reinvest the proceeds at higher returns, either by repurchasing shares of the Company's common stock or making acquisitions with repositioning potential. Several of these properties were originally acquired through UPREIT transactions, so that sales will have to be matched with suitable acquisitions using tax deferred exchanges. Effective December 31, 2000, the Company sold its affordable housing development operations to Conifer, LLC. With the growth in the Company's owned portfolio of market-rate properties, a conclusion was reached that the affordable development activities required a disproportionate allocation of financial and management resources. The Company intends to minimize its involvement in the complex development and re-development of apartment communities utilizing various government programs. The Company retained property management operations for 8,325 apartment units in 136 existing affordable communities. These activities are expected to generate ongoing management fees and incentive management fees and participation in residual value. They also increase the Company's volume purchasing ability, provide a pipeline for future acquisitions and position the Company to build market rate or affordable communities when and if market factors warrant. FINANCING AND CAPITAL STRATEGIES The Company intends to adhere to the following financing policies: (i) maintaining a ratio of debt-to-total market capitalization (total debt of the Company as a percentage of the market value of outstanding diluted common stock and Units plus total debt) of approximately 50% or less; (ii) utilizing primarily fixed rate debt; (iii) varying debt maturities to avoid significant exposure to interest rate changes upon refinancing; and (iv) maintaining a line of credit so that it can respond quickly to acquisition opportunities. On December 31, 2000, the Company's debt was approximately $833 million and the debt-to-total market capitalization ratio was 40% based on the year-end closing price of the Company's stock at $27.9375. The weighted average interest rate on the Company's mortgage debt as of December 31, 2000 was 7.4% and the weighted average maturity was approximately 11 years. Debt maturities are staggered. As of December 31, 2000, the Company had an unsecured line of credit facility from M&T Bank of $100 million. This facility is available for acquisition and other corporate purposes and bears an interest rate at 1.25% over the one-month LIBOR rate. As of December 31, 2000, there were no outstanding borrowings on the line of credit. Management expects to continue to fund a significant portion of its continued growth by taking advantage of its UPREIT structure and using Units as currency in acquisition transactions. The Company issued approximately $59 million worth of Units as partial consideration in acquisition transactions during 2000. The Company also intends to continue to structure other creative equity transactions to raise capital with limited transaction costs. In 2000, $115 million of Series C, D and E Convertible Cumulative Preferred Stock ("Series C Preferred", "Series D Preferred" or "Series E Preferred") was issued in four private sales to Prudential Real Estate Investors, Teachers Insurance and Annuity Association of America, AEW Capital Management, Pacific Life Insurance Company, and The Equitable Life Assurance Society of the United States. Approximately $57 million was also raised in 2000 under the Company's Dividend Reinvestment and Direct Stock Purchase Plan (the "Dividend Reinvestment Plan"). Effective April 10, 2001, the Dividend Reinvestment Plan will be amended to reduce the discount from the current market price from 3% to 2%. The maximum amount that can be invested without the Company's prior permission will also be reduced from $5,000 to $1,000. These changes were intended to minimize amounts raised under the Dividend Reinvestment Plan at a time when the Company's common stock is trading at below the Company's estimate of net asset value. In 2000, the Company also announced a 1,000,000 share increase in management's authorization to buy back the Company's outstanding common stock. Shares may be repurchased through the open market or privately negotiated transactions. The Company's strategy is to opportunistically repurchase shares at a discount to its underlying net asset value, thereby continuing to build value for long-term shareholders. In 2000, the Company repurchased 468,600 of its shares of common stock for an aggregate price of $12,664,000 (an average of $27.03 per share). COMPETITION The Company competes with other multifamily developers and other real estate companies in seeking properties for acquisition, potential residents and land for development. The Company's Properties are primarily in developed areas where there are other properties of the same type which directly compete for residents. The Company, however, believes that its focus on service and resident satisfaction will enable it to maintain its historic occupancy levels. The Company also believes that the moderate level of new construction of multifamily properties in its markets in 2000 will not have a material adverse effect on its turnover rates, occupancies or ability to increase rents and minimize operating expenses. To date, the Company has faced limited competition in acquiring properties from other REIT's or other operators from outside the region. The Company may encounter competition from others as it seeks attractive properties in a broader geographic area. Given the perceived depth of available opportunities, management does not believe that increased competition will pose a significant problem. MARKET ENVIRONMENT The markets in which Home Properties operates can be characterized as stable, with moderate levels of job growth. Occupancies are relatively high, and new apartment construction activity is low relative to the existing multifamily rental housing stock. Zoning restrictions, a scarcity of land and high construction costs make new development difficult to justify in many of the Company's markets. After considering the obsolescence of older communities and the conversion of rental housing to condominiums or co-ops, the Company views the net increase in the multifamily rental housing stock in the Company's markets as representing only a fraction of the estimated number of new units needed to satisfy increased demand. New construction in the Company's markets for the past two decades has been limited, with most of the existing housing stock built before 1980. In 2000, Home Properties' markets represented 18% of the total estimated existing U.S. multifamily housing stock, but only 10% of the country's estimated net new supply of multifamily housing units. An analysis of future multifamily supply compared to projected multifamily demand can indicate whether a particular market is tightening, softening or in equilibrium. The fourth to last column in the Multifamily Supply and Demand table on page 9 reflects current estimated net new multifamily supply as a percentage of new multifamily demand for the Company's markets and the United States. Net new multifamily supply as a percent of new multifamily demand for 2000 in the Home Properties' markets was approximately 49%, compared to a national average of 98%. The third to the last column in the Multifamily Supply and Demand table on page 9 shows the net new multifamily supply as percent of existing multifamily housing stock. In the Company's markets, net new supply only represents 0.6% of the existing multifamily housing stock. This compares to the national average net new multifamily supply estimates at 1.0% of the multifamily housing stock. The information on the Market Demographics table on page 8 was compiled by the Company from the sources indicated on the table. The methods used includes estimates and, while the Company feels that the estimates are reasonable, there can be no assurance that the estimates are accurate. There can also be no assurance that the historical information included on the table will be consistent with future trends. MARKET DEMOGRAPHICS
December December Multifamily Job Job Units as Growth Growth 2000 % of 2000 % of 2000 Trailing Trailing December Median Total Multifamily Owned Number of 12 Months 12 Months Unemployment Home Housing Housing MSA Market Area Units Households % Change Actual Rate Value Stock (5) Stock (6) - ----------------------- ----- ---------- --------- ---------- ------------ ------- ------------ ----------- Baltimore, MD 17.4% 950,188 1.6% 19,800 3.7% 129,467 18.5% 188,331 Eastern PA (1) 16.1% 2,069,722 1.1% 28,700 3.3% 135,245 15.4% 344,607 Detroit, MI 14.6% 1,708,276 0.9% 20,100 3.0% 104,648 15.8% 286,501 Rochester, NY 7.6% 411,605 0.9% 5,000 3.7% 99,920 13.3% 58,729 Northern NJ (2) 6.8% 2,057,057 1.3% 34,500 3.1% 223,064 18.4% 409,146 Northern VA/DC 6.6% 1,791,422 2.9% 78,000 5.8% 197,199 30.5% 588,903 Buffalo, NY 6.5% 456,925 0.6% 3,200 4.9% 88,804 10.8% 53,074 Downstate NY (3) 5.3% 1,527,607 1.7% 34,700 2.5% 241,048 14.4% 239,178 Chicago, IL 5.2% 2,895,994 0.8% 33,500 4.2% 157,200 28.2% 873,600 Syracuse, NY 4.0% 275,352 2.1% 7,400 4.3% 86,360 14.9% 45,317 Central/Southern VA 3.2% 959,558 1.5% 18,900 2.0% 108,352 18.7% 195,041 South Bend, IN 1.8% 97,678 (0.2%) (300) 2.7% 74,839 12.7% 13,313 Portland, ME 1.5% 95,473 1.5% 2,300 2.6% 157,013 15.9% 17,498 Hamden, CT 1.3% 199,570 (0.3%) (800) 1.5% 197,237 19.8% 43,427 Delaware 1.1% 219,475 1.7% 5,600 3.9% 137,350 17.5% 40,888 Columbus, OH 0.6% 578,507 1.3% 11,600 2.2% 106,975 19.6% 122,353 Western PA 0.4% 957,066 0.6% 6,200 3.8% 73,424 12.9% 134,599 - ---------------------- ------ ---------- --------- ---------- ------------ ------- ------------ ----------- HOME PROPERTIES MARKETS 100.0% 17,251,475 1.2% 308,400 3.2% 136,361 17.4% 3,649,699 - ---------------------- ------ ---------- --------- ---------- ------------ ------- ------------ ----------- United States 103,192,376 1.4% 1,821,000 3.9% 110,180 17.7% 20,368,491
(1) Eastern Pennsylvania is defined for this report as Philadelphia, PA MSA & Allentown-Bethlehem-Easton MSA. (2) Northern New Jersey is defined for this report as Middlesex-Somerset- Hunterdon MSA, Bergen-Passaic MSA, Monmouth-Ocean MSA, & Newark MSA. (3) Downstate New York is defined for this report as the Hudson Valley Region of Dutchess Co MSA, Newburgh NY-PA MSA, Putnam & Ulster Counties; Long Island, NY (Nassau-Suffolk MSA); Westchester County MSA; & Rockland County MSA. (4) Western Pennsylvania is defined for this report as Pittsburgh, PA MSA. (5) Based on 1990 U.S. Census figures. (6) 2000 MULTIFAMILY HOUSING STOCK = 2000 total housing stock multiplied by the % of multifamily housing stock in each MSA market (based on 1990 U.S. Census figures). SOURCES: BUREAU OF LABOR STATISTICS (BLS); CLARITAS, INC.; US CENSUS BUREAU - MANUFACTURING & CONSTRUCTION DIV.; NEW YORK STATE DEPARTMENT OF LABOR, DIV. OF RESEARCH AND STATISTICS. DATA COLLECTED IS DATA AVAILABLE AS OF MARCH 9, 2001 AND IN SOME CASES MAY BE PRELIMINARY. BLS is the principal fact-finding agency for the Federal Government in the broad field of labor economics and statistics. Claritas Inc. is a leading provider of precision marketing solutions and related products/services. U.S. Census Bureau's parent federal agency is the U.S. Dept. of Commerce, which promotes American business and trade.
MULTIFAMILY SUPPLY AND DEMAND Estimated Estimated Estimated Net New Net New Estimated Estimated 2000 Multifamily Multifamily 2000 Estimated 2000 New Supply as a Supply as a Expected New 2000 Net New Multifamily % of New % of the Expected Excess Supply of Multifamily Multifamily Household Multifamily Multifamily Excess Revenue MSA Market Area Multifamily Obsolescence(8) Supply(9) Demand(10) Demand Stock Demand(11) Growth (7) (12) - ------------------------ ------------- ----------------- ----------- ----------- ------------ ------------ ------------ -------- Baltimore, MD 1,814 942 872 2,443 35.7% 0.5% 1,571 0.8% Eastern PA (1) 2,545 1,723 822 2,940 28.0% 0.2% 2,118 0.6% Detroit, MI 2,524 1,433 1,092 2,122 51.4% 0.4% 1,030 0.4% Rochester, NY 523 294 230 444 51.8% 0.4% 214 0.4% Northern NJ (2) 4,618 2,046 2,572 4,223 60.9% 0.6% 1,651 0.4% Northern VA/DC 8,358 2,945 5,414 15,867 34.1% 0.9% 10,453 1.8% Buffalo, NY 672 265 406 231 175.9% 0.8% (175) (0.3%) Downstate NY (3) 2,468 1,196 1,272 3,334 38.2% 0.5% 2,062 0.9% Chicago, IL 8,451 4,368 4,083 6,309 64.7% 0.5% 2,226 0.3% Syracuse, NY 67 227 (159) 735 (21.7%) (0.4%) 894 2.0% Central/Southern VA 888 975 (87) 2,354 (3.7%) 0.0% 2,441 1.3% South Bend, IN 616 67 549 (25) (2168.7%) 4.1% (574) (4.3%) Portland, ME 39 87 (49) 244 (19.9%) (0.3%) 292 1.7% Hamden, CT 235 217 18 (106) (16.5%) 0.0% (123) (0.3%) Delaware 675 204 471 655 71.9% 1.2% 184 0.4% Columbus, OH 4,260 612 3,648 1,518 240.3% 3.0% (2,130) (1.7%) Western PA (4) 1,005 673 332 533 62.3% 0.2% 201 0.1% - ------------------------ ------------- ----------------- ----------- ----------- ------------ ------------ ------------ ----------- HOME PROPERTIES MARKETS 39,758 18,248 21,510 43,546 49.4% 0.6% 22,036 0.6% - ------------------------ ------------- ----------------- ----------- ----------- ------------ ------------ ------------ ----------- United States 312,001 101,842 210,158 215,032 97.7% 1.0% 4,874 0.0% (1)-(6) SEE FOOTNOTES PRIOR PAGE (7) ESTIMATED 2000 NEW SUPPLY OF MULTIFAMILY = Multifamily permits (2000 figures U.S. Census Bureau, Mfg. & Constr. Div., 5+ permits only) adjusted by the average % of permits resulting in a construction start (estimated at 95%). (8) ESTIMATED 2000 MULTIFAMILY OBSOLESCENCE = 0.5% of 2000 multifamily housing stock. (9) Estimated 2000 NET NEW MULTIFAMILY SUPPLY = Estimated 2000 New Supply of Multifamily minus Estimated 2000 multifamily obsolescence. (10)Estimated 2000 NEW MULTIFAMILY HOUSEHOLD DEMAND = Trailing 12 month job growth (Nonfarm, not seasonally adjusted payroll employment figures) (12/31/99-12/31/00) multiplied by the expected % of new household formations resulting from new jobs (66.7%) and the % of multifamily households in each market (based on 1990 U.S. Census figures). (11)EXPECTED EXCESS DEMAND = Estimated 2000 New Multifamily Household Demand minus Estimated 2000 Net New Multifamily Supply. (12)EXPECTED EXCESS REVENUE GROWTH = Expected Excess Demand divided by 2000 Multifamily Housing Stock. This percentage is expected to reflect the relative impact that changes in the supply and demand for multifamily housing units will have on occupancy rates and/or rental rates in each market, beyond the impact caused by broader economic factors such as inflation and interest rates.
REGULATION Many laws and governmental regulations are applicable to the Properties and changes in the laws and regulations, or their interpretation by agencies and the courts, occur frequently. Under the Americans with Disabilities Act of 1990 (the "ADA"), all places of public accommodation are required to meet certain federal requirements related to access and use by disabled persons. In addition, the Fair Housing Amendments Act of 1988 (the "FHAA") requires apartment communities first occupied after March 13, 1990 to be accessible to the handicapped. Non-compliance with the ADA or the FHAA could result in the imposition of fines or an award of damages to private litigants. Management believes that the Owned Properties are substantially in compliance with present ADA and FHAA requirements. Under various laws and regulations relating to the protection of the environment, an owner of real estate may be held liable for the costs of removal or remediation of certain hazardous or toxic substances located on or in its property. These laws often impose liability without regard to whether the owner was responsible for, or even knew of, the presence of such substances. The presence of such substances may adversely affect the owner's ability to rent or sell the property or use the property as collateral. Independent environmental consultants have conducted "Phase I" environmental audits (which involve visual inspection but not soil or groundwater analysis) on substantially all of the Owned Properties. Phase I audit reports did not reveal any environmental liability that would have a material adverse effect on the Company. In addition, the Company is not aware of any environmental liability that management believes would have a material adverse effect on the Company. There is no assurance that Phase I reports would reveal all environmental liabilities or that environmental conditions not known to the Company may exist now or in the future which would result in liability to the Company for remediation or fines, either under existing laws and regulations or future changes to such requirements. Under the Federal Fair Housing Act and state fair housing laws, discrimination on the basis of certain protected classes is prohibited. Violation of these laws can result in significant damage awards to victims. The Company has a strong policy against any kind of discriminatory behavior and trains its employees to avoid discrimination or the appearance of discrimination. There is no assurance, however, that an employee will not violate the Company's policy against discrimination and thus violate fair housing laws. This could subject the Company to legal actions and the possible imposition of damage awards. ITEM 2. PROPERTIES As of December 31, 2000, the Owned Properties consisted of 147 multifamily residential properties containing 39,041 apartment units. At the time of the IPO (August 4, 1994), Home Properties owned 11 communities containing 3,065 units and simultaneously with the closing of the IPO acquired an additional four communities containing 926 units. From the time just prior to the IPO to December 31, 2000, the Company therefore experienced a compounded annualized growth rate of 49% in the number of apartment units it owned. In 2000, Home Properties acquired 5,384 apartment units in 22 communities for a total purchase price of approximately $328 million. The Owned Properties are generally located in established markets in suburban neighborhoods and are well maintained and well leased. Average economic occupancy at the Owned Properties held throughout 1999 and 2000 was 94.7% for 2000. The Owned Properties are typically two and three story garden style apartment buildings in landscaped settings and a majority are of brick or other masonry construction. The Company believes that its strategic focus on appealing to middle income and senior residents and the quality of the services it provides to such residents result in low turnover. Average turnover at the Owned Properties was approximately 41.5% for 2000, which is significantly below the national average of 65% for garden apartments. Resident leases are generally for one year terms and security deposits equal to one month's rent are generally required. Certain of the Owned Properties secure mortgage loans. See Schedule III contained herein. The table on the following pages illustrates certain of the important characteristics of the Owned Properties as of December 31, 2000.
Communities Wholly Owned and Managed by Home Properties (4) Avg (2) (3) 2000 1999 2000 1999 Apt 2000 2000 Avg Avg Avg Mo Avg Mo # Age Size % Res. % % Rent Rent 12/31/00 Of In Year (Sq Mature Turn- Occu- Occu- Rate Rate Total Cost REGIONAL AREA Apts Years Acq Ft) Res. over pancy pancy Per Apt Per Apt (000) - ------------- ---- ----- ---- ----- ------ ----- ----- ----- ------- ------- --------- CORE COMMUNITIES (1) CT-Hamden Apple Hill Apartments 498 29 1998 789 26% 31% 95% 96% $804 $751 $27,736 IL-Chicago Colonies Apartments 672 27 1998 656 7% 57% 91% 85% 602 568 $28,153 IN-South Bend Candlewood Apartments 310 16 1998 1,000 12% 61% 91% 90% 660 639 $14,542 MD-Baltimore Carriage House Apartments 50 35 1998 786 25% 26% 96% 98% 537 513 $1,353 MD-Baltimore Country Village Apartments 344 30 1998 868 25% 44% 95% 95% 645 609 $15,595 MD-Baltimore Morningside Heights Apartments 1,050 36 1998 870 7% 40% 93% 93% 617 584 $44,164 MD-Baltimore Rolling Park Apartments 144 28 1998 1,125 11% 34% 96% 98% 654 606 $6,373 MD-Baltimore Strawberry Hill Apartments 145 36 1998 780 7% 48% 93% 95% 573 547 $4,326 ME-Portland Mill Co. Gardens 96 50 1998 550 31% 50% 97% 97% 546 506 $2,459 ME-Portland Redbank Village 500 57 1998 836 35% 29% 94% 95% 604 553 $18,124 MI-Detroit Canterbury Square 336 29 1997 789 5% 45% 98% 98% 702 667 $14,782 MI-Detroit Carriage Hill Apartments 168 35 1998 783 44% 35% 98% 98% 720 687 $7,472 MI-Detroit Carriage Park Apartments 256 34 1998 777 15% 42% 96% 95% 671 643 $11,323 MI-Detroit Charter Square 494 30 1997 914 2% 48% 97% 98% 773 734 $25,398 MI-Detroit Cherry Hill Club Apartments 164 29 1998 878 8% 44% 96% 90% 587 561 $6,225 MI-Detroit Cherry Hill Village Apartments 224 35 1998 742 10% 43% 96% 96% 656 619 $8,701 MI-Detroit Fordham Green 146 25 1997 869 12% 55% 93% 95% 783 745 $7,120 MI-Detroit Golfview Manor 44 42 1997 662 15% 50% 94% 96% 499 475 $743 MI-Detroit Greentrees Apartments 288 30 1997 863 10% 48% 92% 93% 606 566 $11,011 MI-Detroit Kingsley Apartments 328 31 1997 792 25% 53% 94% 94% 647 617 $15,214 MI-Detroit Oak Park Manor 298 46 1997 887 15% 27% 98% 98% 680 634 $11,415 MI-Detroit Parkview Gardens 483 47 1997 731 7% 44% 95% 92% 563 532 $9,585 MI-Detroit Scotsdale Apartments 376 26 1997 790 5% 43% 97% 96% 635 602 $14,913 MI-Detroit Southpointe Square 224 30 1997 776 12% 50% 96% 96% 594 565 $6,332 MI-Detroit Stephenson House 128 34 1997 668 20% 59% 93% 96% 634 593 $3,518 MI-Detroit Woodland Gardens 337 35 1997 719 8% 54% 96% 97% 689 659 $14,638 NJ-Northern East Hill Gardens 33 43 1998 695 20% 9% 99% 96% 910 828 $2,095 NJ-Northern Lakeview Apartments 106 32 1998 492 20% 21% 98% 95% 844 780 $6,282 NJ-Northern Oak Manor Apartments 77 45 1998 775 41% 14% 99% 97% 1,185 1,074 $5,642 NJ-Northern Pleasant View Gardens Apartments 1,142 33 1998 745 25% 25% 95% 94% 799 739 $60,161 NJ-Northern Pleasure Bay Apartments 270 30 1998 667 25% 20% 97% 95% 672 635 $9,339 NJ-Northern Royal Gardens 550 33 1997 800 10% 23% 96% 95% 847 796 $26,865 NJ-Northern Towers, The 137 39 1998 916 80% 14% 98% 97% 992 943 $7,889 NJ-Northern Wayne Village 275 36 1998 725 40% 17% 97% 96% 861 804 $16,777 NJ-Northern Windsor Realty 67 48 1998 675 20% 28% 95% 96% 805 747 $4,223 NY-Buffalo Emerson Square 96 31 1997 650 32% 30% 98% 99% 566 546 $3,302 NY-Buffalo Fairways Apartments 32 40 1997 900 25% 41% 98% 97% 683 650 $1,316 NY-Buffalo Garden Village 315 29 1994 850 78% 29% 96% 97% 638 620 $10,812 NY-Buffalo Idylwood 720 31 1995 700 10% 61% 96% 95% 594 577 $23,063 NY-Buffalo Paradise Lane at Raintree 324 29 1997 676 19% 44% 98% 96% 603 584 $11,243 NY-Buffalo Raintree Island 504 29 1985 704 30% 47% 97% 97% 625 604 $17,355 NY-Buffalo Williamstowne Village 528 29 1985 708 100% 16% 95% 91% 628 619 $19,406 NY-Downstate Carriage Hill 140 28 1996 845 0% 52% 96% 94% 837 805 $6,064 NY-Downstate Cornwall Park 75 34 1996 1,320 11% 33% 96% 94% 1,194 1,046 $6,293 NY-Downstate Coventry Village 94 26 1998 718 31% 31% 97% 95% 994 910 $4,521 NY-Downstate Lakeshore Villas 152 26 1996 956 25% 40% 93% 97% 708 642 $6,614 NY-Downstate Lake Grove 368 31 1997 879 14% 37% 95% 96% 992 893 $26,081 NY-Downstate Mid-Island Estates 232 36 1997 690 30% 28% 97% 94% 888 827 $12,355 NY-Downstate Mountainside Apartments 227 28 1998 759 64% 18% 97% 98% 833 789 $9,613 NY-Downstate Patricia Apartments 100 27 1998 770 26% 24% 98% 98% 916 834 $5,699 NY-Downstate Sunset Gardens 217 30 1996 662 14% 42% 89% 93% 646 600 $6,943 NY-Rochester 1600 East Avenue 164 42 1997 800 71% 106% 77% 81% 1,320 1,324 $13,337 NY-Rochester 1600 Elmwood 210 41 1983 891 7% 61% 93% 95% 823 778 $11,510 NY-Rochester Brook Hill 192 29 1994 999 10% 40% 94% 93% 843 812 $10,884 NY-Rochester Finger Lakes Manor 153 30 1983 924 46% 55% 92% 92% 745 712 $8,019 NY-Rochester Hamlet Court 98 30 1996 696 48% 28% 95% 94% 659 635 $3,421 NY-Rochester Hill Court South 95 37 1997 730 50% 26% 97% 96% 607 584 $3,319 NY-Rochester Ivy Ridge Apartments 135 37 1997 740 42% 44% 96% 95% 603 578 $4,530 NY-Rochester Newcastle Apartments 197 26 1982 873 28% 57% 91% 96% 719 693 $10,732 NY-Rochester Northgate Manor 224 38 1994 800 29% 55% 86% 91% 650 627 $10,127 NY-Rochester Perinton Manor 224 31 1982 928 37% 32% 96% 96% 764 738 $11,677 NY-Rochester Pines of Perinton 508 24 1998 818 25% 24% 98% 99% 522 515 $9,473 NY-Rochester Riverton Knolls 240 27 1983 911 7% 71% 85% 86% 820 768 $13,651 NY-Rochester Spanish Gardens 220 27 1994 1,030 30% 40% 94% 97% 641 618 $11,955 NY-Rochester Springcreek 82 28 1984 913 50% 29% 98% 97% 569 554 $3,170 NY-Rochester The Meadows 113 30 1984 890 46% 39% 96% 93% 641 615 $5,353 NY-Rochester Woodgate Place 120 28 1997 1,100 5% 67% 96% 96% 727 696 $5,465 NY-Syracuse Candlewood Garden 126 30 1996 855 25% 44% 97% 98% 518 498 $3,545 NY-Syracuse Conifer Village 199 22 1994 499 95% 19% 100% 100% 566 566 $9,307 NY-Syracuse Fairview Heights 210 37 1965 798 5% 111% 94% 95% 780 743 $10,330 NY-Syracuse Harborside Manor 281 28 1995 823 12% 12% 95% 95% 595 576 $9,071 NY-Syracuse Pearl Street 60 30 1995 855 5% 65% 91% 90% 511 488 $1,614 NY-Syracuse Village Green 448 15 1994 908 28% 61% 92% 94% 630 610 $18,115 NY-Syracuse Westminster Place 240 29 1996 913 8% 51% 96% 96% 576 551 $8,160 OH-Columbus Weston Gardens 242 28 1998 804 10% 66% 89% 93% 513 467 $8,040 PA-Eastern Beechwood Gardens 160 34 1998 775 10% 29% 96% 98% 625 599 $4,632 PA-Eastern Cedar Glen Apartments 110 34 1998 726 60% 27% 92% 96% 462 445 $3,235 PA-Eastern Chesterfield Apartments 247 28 1997 812 16% 40% 96% 94% 714 664 $12,118 PA-Eastern Curren Terrace 318 30 1997 782 10% 45% 94% 97% 756 707 $15,755 PA-Eastern Executive House 100 36 1997 696 50% 62% 95% 93% 798 724 $5,980 PA-Eastern Glen Manor 174 25 1997 667 30% 37% 96% 97% 616 591 $6,320 PA-Eastern Lansdowne Group- Karen Court 49 38 1997 844 PA-Eastern Lansdowne Group- Landon Court 44 31 1997 873 PA-Eastern Lansdowne Group- Marshall House*(5) 63 72 1997 653 30% 57% 95% 96% 652 627 $9,383 PA-Eastern Lansdowne Group- Patricia Court 66 33 1997 838 PA-Eastern New Orleans Park 308 30 1997 693 18% 44% 95% 94% 657 612 $14,152 PA-Eastern Racquet Club East Apartments 467 30 1998 850 15% 40% 96% 95% 802 769 $26,830 PA-Eastern Sherry Lake Apartments 298 36 1998 811 15% 45% 96% 96% 888 826 $19,594 PA-Eastern Springwood Apartments 77 27 1997 755 35% 92% 92% 90% 629 595 $2,857 PA-Eastern Valley Park South 384 28 1996 987 25% 55% 96% 95% 792 745 $20,775 PA-Eastern Valley View Apartments 176 28 1997 769 10% 78% 93% 89% 688 646 $8,171 PA-Eastern Village Square 128 28 1997 795 15% 51% 95% 95% 733 650 $6,291 PA-Western Cloverleaf Village 148 43 1997 716 25% 57% 89% 89% 572 535 $4,616 VA-No. VA/DC Braddock Lee Apartments 254 46 1998 758 20% 27% 94% 97% 839 780 $14,983 VA-No. VA/DC Park Shirlington Apartments 294 46 1998 758 12% 27% 96% 97% 872 811 $16,890 Core Communities Total/Weighted Avg 23,530 33 800 23% 42% 95% 95% $701 $664 $1,038,555 (1)"Core Communities" represents the 23,530 apartment units owned consistently throughout 1999 and 2000. (2)"Mature Residents" is the percentage of residents aged 55 years or older as of December 31, 2000. (3)"Resident Turnover" reflects, on an annual basis, the number of moveouts; divided by the total number of apartment units. (4)"Average % Occupancy" is the average economic occupancy for the 12 months ended December 31, 1999 and 2000. For communities acquired during 1999 and 2000, this is the average occupancy from the date of acquisition. (5)The Lansdowne Group consolidated figures are reflected in the Marshall House line.
Communities Wholly Owned and Managed by Home Properties (4) Avg (2) (3) 2000 1999 2000 1999 Apt 2000 2000 Avg Avg Avg Mo Avg Mo # Age Size % Res. % % Rent Rent 12/31/00 Of In Year (Sq Mature Turn- Occu- Occu- Rate Rate Total Cost REGIONAL AREA Apts Years Acq Ft) Res. over pancy pancy Per Apt Per Apt (000) - ------------- ---- ----- ---- ----- ------ ----- ----- ----- ------- ------- --------- 1999 Acquisition Communities DE HP of Newark 432 33 1999 856 10% 0% 89% 95% $592 $551 $20,310 IL-Chicago Colony Apartments 783 28 1999 704 5% 57% 98% 98% 782 744 $43,063 IN-South Bend Maple Lane 396 18 1999 950 15% 66% 90% 95% 629 627 $18,353 MD-Baltimore Bonnie Ridge 966 35 1999 1,023 12% 52% 88% 92% 863 840 $52,986 MD-Baltimore Canterbury Apartments 618 23 1999 933 15% 47% 97% 96% 628 613 $26,650 MD-Baltimore Country Club Apartments 150 36 1999 783 5% 49% 92% 92% 623 579 $5,518 MD-Baltimore Doub Meadow 95 20 1999 1,037 2% 44% 98% 98% 587 608 $3,979 MD-Baltimore Falcon Crest 396 32 1999 993 20% 52% 89% 86% 674 649 $16,411 MD-Baltimore Gateway Village 132 12 1999 965 3% 37% 98% 98% 804 770 $8,057 MD-Baltimore Laurel Pines 236 37 1999 680 0% 49% 91% 93% 710 683 $8,535 MD-Baltimore Owings Run 504 6 1999 1,142 5% 47% 93% 95% 860 839 $38,358 MD-Baltimore Pavilion Apartments 432 33 1999 951 42% 30% 95% 97% 1,115 1,096 $33,446 MD-Baltimore Selford Townhomes 102 14 1999 1,115 2% 37% 96% 95% 814 768 $5,834 MD-Baltimore Shakespeare Park 82 18 1999 833 50% 12% 99% 100% 616 600 $3,995 MD-Baltimore Tamarron Apartments 132 14 1999 1,097 4% 34% 99% 98% 875 851 $9,986 MD-Baltimore Timbercroft Townhomes 284 29 1999 990 25% 14% 100% 93% 623 615 $8,656 MD-Baltimore Village Square 370 33 1999 1,045 8% 19% 97% 98% 704 665 $16,594 MI-Detroit Lakes Apartments 434 14 1999 948 1% 63% 96% 88% 859 810 $27,193 MI-Detroit Springwells Park 303 60 1999 1,014 20% 54% 95% 92% 917 872 $19,497 PA-Eastern Arbor Crossing 134 32 1999 667 25% 31% 96% 98% 659 645 $5,657 PA-Eastern Glen Brook 173 38 1999 689 20% 27% 96% 93% 634 624 $6,849 PA-Eastern Hill Brook Place 274 33 1999 709 11% 35% 97% 92% 652 642 $11,876 PA-Eastern Racquet Club South 103 32 1999 821 15% 38% 93% 88% 668 613 $4,964 PA-Eastern Ridgeway Court 66 28 1999 800 15% 45% 93% 91% 645 610 $2,303 PA-Eastern Ridley Brook 244 39 1999 731 28% 27% 98% 99% 669 649 $10,623 VA-Central Carriage Hill 664 34 1999 949 86% 18% 95% 97% 763 752 $37,790 VA-Central Riverdale 580 36 1999 925 11% 53% 93% 95% 592 575 $16,621 VA-No. VAIDC Manor, The 198 27 1999 844 7% 48% 93% 96% 754 680 $8,360 VA-No. VAIDC Seminary Hill 296 41 1999 884 4% 32% 94% 94% 886 849 $13,947 VA-No. VA/DC Seminary Towers 548 37 1999 875 5% 31% 94% 93% 896 872 $28,273 1999 Total/ Weighted Average 10,127 29 914 17% 40% 94% 94% $759 $711 $514,684 (1)"Core Communities" represents the 23,530 apartment units owned consistently throughout 1999 and 2000. (2)"Mature Residents" is the percentage of residents aged 55 years or older as of December 31, 2000. (3)"Resident Turnover" reflects, on an annual basis, the number of moveouts; divided by the total number of apartment units. (4)"Average % Occupancy" is the average economic occupancy for the 12 months ended December 31, 1999 and 2000. For communities acquired during 1999 and 2000, this is the average occupancy from the date of acquisition. (5)The Lansdowne Group consolidated figures are reflected in the Marshall House line.
Communities Wholly Owned and Managed by Home Properties (4) Avg (2) (3) 2000 1999 2000 1999 Apt 2000 2000 Avg Avg Avg Mo Avg Mo # Age Size % Res. % % Rent Rent 12/31/00 Of In Year (Sq Mature Turn- Occu- Occu- Rate Rate Total Cost REGIONAL AREA Apts Years Acq Ft) Res. over pancy pancy Per Apt Per Apt (000) - ------------- ---- ----- ---- ----- ------ ----- ----- ----- ------- ------- --------- 2000 Acquisition Communities IL-Chicago Blackhawk 371 40 2000 860 10% N/A 96% N/A $753 N/A $17,599 IL-Chicago Cypress Place 192 31 2000 855 0% N/A 100% N/A 635 N/A $10,079 MD-Baltimore Elmwood Terrace 504 28 2000 1038 5% N/A 92% N/A 607 N/A $20,796 MD-Baltimore Old Friends 51 113 2000 834 1% N/A 96% N/A 733 N/A $2,266 MI-Detroit Bayberry 120 34 2000 950 0% N/A 98% N/A 725 N/A $5,852 MI-Detroit Deerfield Woods 144 25 2000 800 4% N/A 98% N/A 679 N/A $5,879 MI-Detroit Hampton Court 182 29 2000 972 0% N/A 89% N/A 577 N/A $6,011 MI-Detroit Macomb Manor 216 32 2000 867 60% N/A 97% N/A 601 N/A $8,914 NY-Downstate Bayview/Colonial 160 34 2000 882 0% N/A 98% N/A 782 N/A $10,069 NY-Downstate Eastwinds 96 35 2000 888 35% N/A 97% N/A 781 N/A $6,039 NY-Downstate Maple Tree 84 50 2000 937 45% N/A 97% N/A 829 N/A $5,283 NY-Downstate Ryder Apartments 24 40 2000 817 35% N/A 96% N/A 850 N/A $1,509 NY-Downstate Southbay Manor 61 41 2000 849 8% N/A 90% N/A 884 N/A $3,097 NY-Downstate Terry Apartments 65 25 2000 722 70% N/A 98% N/A 806 N/A $4,092 PA-Eastern Bryn Mawr 316 50 2000 900 25% N/A 95% N/A 841 N/A $22,950 PA-Eastern Castle Club 158 34 2000 974 24% N/A 98% N/A 697 N/A $10,294 PA-Eastern Devon 628 38 2000 1299 7% N/A 94% N/A 896 N/A $44,975 PA-Eastern Golf Club 399 32 2000 821 7% N/A 93% N/A 808 N/A $26,569 PA-Eastern Malvern 363 30 2000 900 22% N/A 95% N/A 835 N/A $27,629 PA-Eastern Trexler Park 249 27 2000 1000 20% N/A 95% N/A 812 N/A $16,897 VA-No. VA/DC East Meadow 150 30 2000 1035 20% N/A 98% N/A 1,018 N/A $13,118 VA-No. VA/DC Orleans Village 851 33 2000 1040 2% N/A 99% N/A 966 N/A $67,416 2000 Total/ Weighted Average 5,384 38 978 13% N/A 96% N/A $795 N/A $337,333 Owned Portfolio Total/Weighted Avg 39,041 33 854 20% 41% 94% 94% $723 $684 $1,890,572 (1)"Core Communities" represents the 23,530 apartment units owned consistently throughout 1999 and 2000. (2)"Mature Residents" is the percentage of residents aged 55 years or older as of December 31, 2000. (3)"Resident Turnover" reflects, on an annual basis, the number of moveouts; divided by the total number of apartment units. (4)"Average % Occupancy" is the average economic occupancy for the 12 months ended December 31, 1999 and 2000. For communities acquired during 1999 and 2000, this is the average occupancy from the date of acquisition. (5)The Lansdowne Group consolidated figures are reflected in the Marshall House line.
PROPERTY DEVELOPMENT Management believes that new construction of market rate multifamily apartments is not economically feasible in most of its markets. Therefore, Home Properties' prior development and redevelopment activities were limited to government-assisted multifamily housing. In 1996, the Operating Partnership acquired substantially all of the assets of C.O.F., Inc. (formerly Conifer Realty, Inc.) and Conifer Development, Inc. (collectively, "Conifer"), a developer and manager of government-assisted multifamily housing. Effective December 31, 2000, the Company sold its affordable housing development operations to Conifer, LLC. Conifer, LLC is led by Richard J. Crossed, a former Executive Vice President and director of the Company. The Company retained property management operations for 8,325 apartment units in 136 existing affordable communities. The Company has retained the ability to develop new communities, both affordable and market rate, but does not plan to focus on this activity. Rather, it plans to engage in development activity only on a very selective basis. PROPERTY MANAGEMENT As of December 31, 2000, the Managed Properties consist of: (i) 8,325 apartment units where Home Properties is the general partner of the entity that owns the property; (ii) 3,546 apartment units managed for others; (iii) commercial properties which contain approximately 1.0 million square feet of gross leasable area; (iv) a master planned community known as Gananda; (v) a 140-lot Planned Unit Development known as College Greene; (vi) a 202-lot Planned Unit Development known as Riverton; and (vii) 153 acres of vacant land in Old Brookside, the development of which, if it occurs, will be managed by HP Management. Management fees are based on a percentage of rental revenues or costs and, in certain cases, revenues from sales. The Company may pursue the management of additional properties not owned by the Company, but will only do so when such additional properties can be effectively and efficiently managed in conjunction with other properties owned or managed by Home Properties. The table on the following pages details managed communities broken down by market area. MANAGED COMMUNITIES BY MARKET AREA COMMUNITIES MANAGED AS GENERAL PARTNER # of COMMUNITY NAME CITY APTS. UPSTATE NEW YORK BUFFALO, NY AREA Linda Lane Apartments Cheektowaga 156 ROCHESTER, NY AREA 200 East Avenue Rochester 77 Abraham Lincoln Rochester 69 Ambassador Apartments Rochester 54 Brown Square Village II Ontario 32 College Greene Senior Apartments N. Chili 110 East Court Apartments Rochester 85 Evergreen Hills Macedon 232 Fort Hill Canandaigua 57 Geneva Garden Apartments Geneva 53 Highland Park Dundee 91 Huntington Park Apartments Rochester 75 Jefferson Park Fairport 69 Lima Manor Apartments Lima 32 Maple Apartments Alfred 24 Monica Place Rochester 21 Nichols Schoolhouse Apartments Nichols 13 Sandy Creek Albion 24 Springside Meadows Apartments West Henrietta 54 St. Bernard's Park Rochester 59 St. Bernard's Park II Rochester 88 St. Michael's Senior Housing Rochester 28 St. Patrick's Apartments Elmira 39 Totiakton Manor Honeoye Falls 56 Village Square Painted Post 75 Walnut Hill Dundee 59 Washington Park Castile 24 YWCA Rochester 86 SYRACUSE, NY AREA Candlelight Lane Apartments Liverpool 244 Church Street Apartments Port Byron 39 Circle Drive Apartments I Sidney 32 Circle Drive Apartments II Sidney 24 Ellis Hollow Ithaca 100 Greenway Place Apartments Syracuse 43 Lenox Landing Syracuse 32 Linderman Creek Ithaca 56 Macartovin Utica 66 Mayrose Apartments Oneonta 32 Meadowview I Central Square 60 Meadowview II Central Square 46 Meadowview III Central Square 24 Northcliffe Apartments Cortland 58 Norwich Senior Housing Norwich 32 Oak Square Apartments Oneonta 30 Read Memorial Senior Apartments Hancock 28 Schoolhouse Apartments Waterville 56 Schoolhouse Gardens Groton 28 Sherburne Senior Housing Sherburne 29 Wedgewood Apartments Kirkville 70 Wedgewood II Senior Apartments Kirkville 24 Windsor Place Apartments N. Syracuse 180 DOWNSTATE NEW YORK HUDSON VALLEY NY AREA Greencourt Apartments Mt. Vernon 76 Hillside Terrace Poughkeepsie 64 South 15th Apartments Mt. Vernon 66 Terrace View Apartments Yonkers 48 Trinity Senior Apartments Yonkers 45 OTHER NEW YORK STATE AREAS ALBANY, NY AREA Adam Lawrence Apts Corinth 40 Apple Meadow Village Hudson 48 Apple Meadow Village Hudson 10 Cynthia Meadows Greenwich 36 Louis Apartments Coxsackie 24 Peppertree Apartments Coxsackie 24 Peppertree Park Coxsackie 24 Riverwood Apartments I Stillwater 24 Riverwood Apartments II Stillwater 24 SOUTHERN TIER NY AREA Arcade Manor Arcade 24 Belmont Village Court Belmont 24 Blairview Apartments Blairsville 42 Bolivar Manor Bolivar 24 Canisteo Manor Canisteo 24 Carrollton Heights Limestone 18 Cattaraugus Manor Cattaraugus 24 Little Valley Estates Little Valley 24 Maple Leaf Apartments Franklinville 24 Portville Manor Portville 24 Portville Square Portville 24 Yorkshire Corners Delevan 24 WATERTOWN, NY AREA Albert Carriere Apartments Rouses Point 56 Black Brook Senior Housing Au Sable Forks 24 Bonnie View Terrace Apts Wilmington 24 Canton Manor Apartments Canton 30 Champion Apartments West Carthage 32 Champion Apartments II West Carthage 32 Hunters Run Dexter 40 LaFarge Senior Housing Lafargeville 24 Lakeside Manor Apartments Schroon Lake 24 Ledges Evans Mills 100 Maple Ridge Senior Housing Malone 40 Penet Square Apartments Lafargeville 24 Pontiac Terrace Apartments Oswego 70 Roderick Rock Senior Housing Rouses Point 24 Webster Manor Apts Malone 32 WESTERN PENNSYLVANIA ERIE, PA AREA Arlington Manor Greenville 48 Brandy Spring Apartments Mercer 40 Bridgeview Apartments Emlenton 36 Connellsville Heights Connellsville 36 Creekside Apartments Leechburg 30 Derry Round House Derry 26 Freedom Apartments Ford City 28 Green Meadow Apartments (Knolls) Pittsburgh 1,072 Greenwood Apartments Mt. Pleasant 36 Harrison City Commons Harrison City 38 Independence Apartments Mt. Pleasant 28 Lake City Apartments Lake City 44 Lake Street Apartments Girard 32 Liberty Apartments Brookville 28 Lincoln Woods Apartments Warren 44 Little Creek (Isabella Estates) Saxonburg 26 Mercer Manor Mercer 26 Millwood Arms Ford City 28 Oswayo Apartments Shinglehouse 18 Parkview Apartments Brookway 24 Rivercourt Apartments Tionesta 18 Scottdale Plaza Apartments Scottdale 22 COMMUNITIES MANAGED AS GENERAL PARTNER # of COMMUNITY NAME CITY APTS. WESTERN PENNSYLVANIA ERIE, PA AREA - CONTINUED Seneca Woods Apartments Seneca 40 Sheffield Country Manor Sheffield 24 Silver Maples Apartments Ulysses 24 Summit Manor Cresson 24 Taylor Terrace W. Pittsburgh 30 Tionesta Manor Tionesta 36 Tower View Apartments Tower City 25 Townview Apartments St. Mary's 36 Tremont Station Tremont 24 Washington Street Apartments Conneautville 30 Woodside Apartments Grove City 32 Wright Village Sandy Lake 24 INDIANA Dunedin Apartments South Bend 168 NORTHERN/CENTRAL OHIO Briggs/Wedgewood Apartments Columbus 868 Cherrywood Apartments Toledo 176 Sunset West Apartments Conneaut 40 Villas of Geneva Geneva 40 NEW JERSEY Leland Gardens Plainfield 256 Millstream Apartments Washington 96 Township TOTAL COMMUNITIES MANAGED AS GENERAL PARTNER 8,325 COMMUNITIES FEE MANAGED # of COMMUNITY NAME CITY APTS. UPSTATE NEW YORK BUFFALO, NY AREA Stonegate Apartments Williamsville 119 ROCHESTER, NY AREA Bernard Housing Dansville 32 Brown Square Village I Ontario 60 Fight Village Rochester 246 Foster Block Clifton 44 Springs Glen Valley Apartments Watkins Glen 32 Hudson Housing Rochester 55 Pinehurst Honeoye Falls 68 St. Joseph's Apartments Elmira 66 Towpath Manor Palmyra 65 Towpath Manor II Palmyra 32 SYRACUSE, NY AREA Academy Court Syracuse 29 Courtyard at James Syracuse 73 Moses DeWitt House Syracuse 37 Seneca Garden Apartments Syracuse 60 OTHER NEW YORK STATE AREAS ALBANY, NY AREA Council Meadows Burnt Hills 25 Green Meadow Apts Chester 36 WATERTOWN, NY AREA Bateman Hotel Lowville 24 WESTERN PENNSYLVANIA ERIE, PA AREA Brookville Apartments Brookville 16 Buchanan Court Warren 18 Rose Square Connellsville 11 Rose Terrace Bradford 32 Spring Street Apartments 1 Corry 48 Spring Street Apartments 2 Corry 28 Springboro Country Place Springboro 24 BALTIMORE, MD 2400 Pennsylvania Avenue Washington 103 Allenbee Garden Apartments Forestville 36 Annapolis Roads Apartments Annapolis 282 Chesapeake Bay Apartments Annapolis 108 Dunfield Townhomes Baltimore 312 Fox Hall Baltimore 720 Green Ridge House Greenbelt 101 Hyattsville House Hyattsville 65 Silver Hill Gardens Suitland 324 Towne Crest Apartments Gaithersburg 107 DETROIT, MI Woodward Heights Apartments Royal Oak 108 TOTAL COMMUNITIES FEE MANAGED 3,546 SUPPLEMENTAL PROPERTY INFORMATION At December 31, 2000, none of the Properties have an individual net book value equal to or greater than ten percent of the total assets of the Company or would have accounted for ten percent or more of the Company's aggregate gross revenues for 2000. ITEM 3. LEGAL PROCEEDINGS The Company is a party to certain legal proceedings. All such proceedings, taken together, are not expected to have a material adverse effect on the Company's liquidity, financial position or results of operations. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by liability insurance. While the resolution of these matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company's liquidity, financial position or results of operations. ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS - ------ ------------------------------------------------- None. ITEM 4A. EXECUTIVE OFFICERS AND KEY EMPLOYEES The following table sets forth, as of March 21, 2001, the eight executive officers and certain of the key employees of the Company, together with their respective ages, positions and offices.
NAME AGE POSITION Norman P. Leenhouts 65 Chairman, Co-Chief Executive Officer and Director of Home Properties, Chairman and Director of HP Management and Chairman and Director of HP Resident Services Nelson B. Leenhouts 65 President, Co-Chief Executive Officer and Director of Home Properties,President, Chief Executive Officer and Director of HP Management and Director and President of HP Resident Services. Edward J. Pettinella 49 Executive Vice President and Director of Home Properties David P. Gardner 45 Senior Vice President and Chief Financial Officer of Home Properties, HP Resident Services and HP Management Ann M. McCormick 45 Senior Vice President, General Counsel and Secretary of Home Properties and HP Management and General Counsel and Secretary of HP Resident Services Scott A. Doyle 39 Senior Vice President, Residential Property Management of Home Properties Johanna A. Falk 36 Senior Vice President, Information Systems of Home Properties Robert J. Luken 36 Vice President, Treasurer and Controller of Home Properties, HP Resident Services and HP Management William E. Beach 54 Vice President, Commercial Property Management of Home Properties and HP Management William L. Brown 57 Vice President, Residential Property Management of Home Properties Andrew J. Burke 39 Vice President, Marketing Lavonne R. Childs 38 Vice President, Web Assisted HP Resident Services of Home Properties Douglas Erdman 42 Vice President, Residential Property Management of Home Properties Rhonda Finehout 50 Vice President, Residential Property Management of Home Properties and HP Resident Services Timothy A. Florczak 45 Vice President, Education Gerald B. Korn 54 Vice President, Mortgage Finance of Home Properties Laurie Leenhouts 44 Vice President, Residential Property Marketing of Home Properties and HP Management Paul O'Leary 49 Vice President, Acquisitions and Due Diligence of Home Properties Bernard J. Quinn 44 Vice President, Residential Property Management of Home Properties James E. Quinn, Jr. 45 Vice President, Residential Property Management of Home Properties Alan Regan 37 Vice President, Affordable Housing Sharon Sanfratello 46 Vice President, Residential Property Management of Home Properties John E. Smith 50 Vice President, Acquisitions of Home Properties William C. Stein 50 Vice President, Human Resources Eric Stevens 45 Vice President, Residential Property Management of Home Properties and HP Resident Services Richard J. Struzzi 47 Vice President, Development of Home Properties and HP Management Robert C. Tait 43 Vice President, Commercial Property Management of Home Properties and HP Management Marilyn Thomas 50 Vice President, Residential Property Management of Properties and HP Resident Services
Information regarding Nelson and Norman Leenhouts and Edward Pettinella is set forth below under "Board of Directors" in Item 10. DAVID P. GARDNER has served as Senior Vice President of the Company since August, 2000, and Vice President and Chief Financial Officer of HP Management and HP Resident Services since their inception. Mr. Gardner joined Home Leasing Corporation in 1984 as Vice President and Controller. In 1989, he was named Treasurer of Home Leasing and Chief Financial Officer in December, 1993. From 1977 until joining Home Leasing, Mr. Gardner was an accountant at Cortland L. Brovitz & Co. Mr. Gardner is a graduate of the Rochester Institute of Technology and is a Certified Public Accountant. ANN M. MCCORMICK has served as Senior Vice President since August, 2000, and Vice President and General Counsel and Secretary of the Company and HP Management since their inception. She has also served as Secretary and General Counsel of HP Resident Services since 1998 and as a Vice President since December, 2000. Mrs. McCormick joined Home Leasing in 1987 and was named Vice President, Secretary and General Counsel in 1991. Prior to joining Home Leasing, she was an associate with the law firm of Nixon, Hargrave, Devans & Doyle. Mrs. McCormick is a graduate of Colgate University and holds a Juris Doctor from Cornell University. SCOTT A. DOYLE has served as Senior Vice President since August, 2000, and Vice President of the Company since 1997. He has also served as a Vice President of HP Resident Services since December, 2000. He joined Home Properties in 1996 as a Regional Property Manager. Mr. Doyle has been in property management for 17 years. Prior to joining Home Properties he worked with CMH Properties, Inc., Rivercrest Realty Associates and Arcadia Management Company. Mr. Doyle is a graduate of S.U.N.Y. at Plattsburgh, New York. JOHANNA A. FALK has served as a Senior Vice President since August, 2000, and Vice President of the Company since 1997. She has also served as a Vice President of HP Resident Services since December, 2000. She joined the Company in 1995 as an investor relations specialist and is currently responsible for the Information Systems Department. Prior to joining the Company, Mrs. Falk was employed as a marketing manager at Bausch & Lomb Incorporated and Champion Products, Inc. and as a financial analyst at Kidder Peabody. She is a graduate of Cornell University and holds a Masters Degree in Business Administration from the Wharton School of The University of Pennsylvania. ROBERT J. LUKEN has served as Treasurer of the Company since August, 2000, and Controller since 1996 and as a Vice President since 1997. He has also served as a Vice President and Controller of HP Resident Services and HP Management since 1998. Prior to joining the Company, he was the Controller of Bell Corp. of Rochester and an Audit Supervisor for PricewaterhouseCoopers LLP. Mr. Luken is a graduate of St. John Fisher College and is a Certified Public Accountant. WILLIAM E. BEACH has served as Vice President of the Company and HP Management since their inception. He joined Home Leasing in 1972 as a Vice President. Mr. Beach is a graduate of Syracuse University and is a Certified Property Manager (CPM) as designated by the Institute of Real Estate Management. WILLIAM L. BROWN has served as a Vice President of the Company since 2000. He joined the Company in 1998 when the Company acquired the multi-family assets owned by the Siegel Organization in Baltimore, Maryland. Mr. Brown had served as an Executive Vice President of the Siegel Organization since 1970. He is a graduate of the University of Baltimore. ANDREW J. BURKE has served as Vice President of the Company since February, 2001. He joined the Company in 2000 as Director of Marketing. Prior to joining Home Properties, he was employed by Xerox Corporation as a business manager and by Boise Cascade Corporation as a senior marketing manager. Mr. Burke is a graduate of Bowdoin College and holds a Masters of Management (MBA) from the J.J. Kellogg Graduate School of Management, Northwestern University. LAVONNE R. CHILDS has served as Vice President of the Company since 1997 and as Vice President, Web Assisted HP Resident Services since August, 2000. She has also served as a Vice President of HP Resident Services since December, 2000. She joined Home Properties in December of 1996 as a Regional Property Manager. Mrs. Childs has been in property management for 15 years. Prior to joining Home Properties, she worked with Walden Residential, United Dominion Realty Trust and Winthrop Management. DOUGLAS F. ERDMAN has served as Vice President of the Company since 1999. He has also served as a Vice President of HP Resident Services since December, 2000. Prior to joining Home Properties, he was President of Community Realty Company, Inc., a Washington D. C. based real estate firm providing commercial and multi-family property management, commercial leasing, brokerage, general contracting, and real estate development services. Mr. Erdman is a graduate of Towson University, is a Certified Property Manager (CPM) and holds real estate brokers licenses in Maryland, Virginia and Washington D. C. Mr. Erdman serves on the Multi-housing Council of the Urban Land Institute and on the Board of Directors of JFGH, an organization of group homes for disabled adults. RHONDA K. FINEHOUT has served as a Vice President of the Company and HP Resident Services since 1998. She joined the Company in 1996 as a regional property manager with responsibilities in market rate, rural development, low income housing tax credit and fee managed properties. Ms. Finehout is a graduate of the State University of New York at Oswego. TIMOTHY A. FLORCZAK has served as a Vice President of the Company since its inception. He joined Home Leasing in 1985 as a Vice President. Prior to joining Home Leasing, Mr. Florczak was Vice President of Accounting of Marc Equity Corporation. Mr. Florczak is a graduate of the State University of New York at Buffalo. GERALD B. KORN has served as a Vice President and been employed at the Company since 1998. From 1984 until 1998, he was employed by Rochester Community Savings Bank in various capacities, including as a Senior Vice President in charge of the bank's national commercial real estate portfolio. Prior to 1984, Mr. Korn was employed for 11 years as a FDIC Bank Examiner. Mr. Korn is a graduate of the Rochester Institute of Technology. LAURIE A. LEENHOUTS has served as a Vice President of the Company since its inception and has been a Vice President of HP Management since 1998. She joined Home Leasing in 1987 and has served as a Vice President since 1992. Ms. Leenhouts is a graduate of the University of Rochester. She is the daughter of Norman Leenhouts. PAUL O'LEARY has served as a Vice President of the Company since its inception. He joined Home Leasing in 1974 and has served as Vice President of Home Leasing since 1978. Mr. O'Leary is a graduate of Syracuse University and is a Certified Property Manager (CPM) as designated by the Institute of Real Estate Management. BERNARD J. QUINN has served as Vice President of the Company since 2000. He joined the Company in 1997 and served as a Property Manager in the Philadelphia region until 2000 when he was appointed Regional Leader of the New Jersey region. Prior to joining the Company, Mr. Quinn was employed by Mill Creek Realty in Philadelphia. Mr. Quinn is a graduate of Villanova University. JAMES E. QUINN, JR. has served as Vice President of the Company and of HP Resident Services since 1998. He has also served a Vice President of HP Resident Services since December, 2000. He joined the Company in 1997 as the regional leader for the Philadelphia region. Prior to joining the Company, Mr. Quinn was Vice President of Mill Creek Realty Group. Mr. Quinn is a graduate of Drexel University. ALAN REGAN has served as Vice President of the Company since February, 2001. He joined the Company in 2000 as Director of Affordable Housing. Prior to joining Home Properties, Mr. Regan was the Chief Operating Officer with Landsman Development Corporation. Mr. Regan is a graduate of Fredonia State College. SHARON SANFRATELLO has served as a Vice President of the Company since 1998. She joined Home Properties in 1993 as a property manager. Mrs. Sanfratello has been in property management for 19 years. Prior to joining Home Properties, Mrs. Sanfratello worked for Beacon Residential. JOHN E. SMITH joined Home Properties as Vice President of Acquisitions in 1997. Prior to joining the Company, Mr. Smith was general manager for Direct Response Marketing, Inc. and Executive Vice President for The Equity Network, Inc. Mr. Smith was Director of Investment Properties at Hunt Commercial Real Estate for 20 years. He has been a Certified Commercial Investment Member (CCIM) since 1982, a New York State Certified Instructor and has taught commercial real estate courses in four states. WILLIAM C. STEIN has served Home Properties as a Vice President since 2000. He joined Home Properties in 2000 as its Director of Human Resources. Prior to joining the Company, Mr. Stein was Director of Human Resources for The Gleason Works. Mr. Stein had previously been Manager of Human Resources for Unisys Corporation (formerly Burroughs Corporation and Nu-Kote International). He holds an undergraduate degree in Psychology from St. John Fisher College and a Masters in Labor Relations from St. Francis College. ERIC STEVENS has served as a Vice President of the Company and HP Resident Services since 1998. He joined the Company in 1996 in connection with the merger with Conifer. At Conifer, he was a property manager for 13 years in the affordable housing area, including working with the Low Income Housing Tax Credit Program, New York State Housing Finance Agency, New York State Division of Housing and Community Renewal and the U.S. Department of Housing and Urban Development. Mr. Stevens is on the Board of Directors of the Housing Council in Monroe County, Inc. Mr. Stevens is a graduate of Babson College. RICHARD J. STRUZZI has served as a Vice President of the Company and HP Management since their inception. He has also served as a Vice President of HP Resident Services since December, 2000. He joined Home Leasing in 1983 as a Vice President. Mr. Struzzi is a graduate of the State University of New York at Potsdam and holds a Masters Degree in Public School Administration from St. Lawrence University. He is the son-in-law of Nelson Leenhouts. ROBERT C. TAIT has served as a Vice President of the Company and HP Management since their inception. He joined Home Leasing in 1989 and served as a Vice President of Home Leasing since 1992. Prior to joining Home Leasing, he was a manufacturing/industrial engineer with Moscom Corp. Mr. Tait is a graduate of Princeton University, holds a Masters Degree in Business Administration from Boston University and holds the Real Property Administrator Degree from the Building Owners and Managers International Institute. Married to Amy L. Tait, he is the son-in-law of Norman Leenhouts. MARILYN THOMAS has served as a Vice President of the Company and HP Resident Services since 1999. She joined the Company in 1998. Prior to joining Home Properties, Mrs. Thomas was a Vice President at Patterson-Erie Corporation for 15 years, working in the affordable housing, market rate apartment and development areas. Mrs. Thomas is a licensed Pennsylvania real estate broker and has been a Certified Property Manager since 1988. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS - ------ ----------------------------------------------------------------- The Common Stock has been traded on the New York Stock Exchange ("NYSE") under the symbol "HME" since July 28, 1994. The following table sets forth for the previous two years the quarterly high and low sales prices per share reported on the NYSE, as well as all distributions paid. HIGH LOW DISTRIBUTION 1999 First Quarter $26-1/8 $22-15/16 $.48 Second Quarter $29-1/8 $22-1/4 $.48 Third Quarter $28-7/8 $26-1/16 $.48 Fourth Quarter $28-1/8 $24-13/16 $.53 2000 First Quarter $29 $25-3/4 $.53 Second Quarter $30 $26-1/2 $.53 Third Quarter $31-9/16 $28-3/16 $.53 Fourth Quarter $28-15/16 $25-9/16 $.57 As of March 21, 2001, the Company had approximately 5,500 shareholders. It has historically paid distributions on a quarterly basis in the months of February, May, August and November. The Credit Agreement relating to the Company's $100 million line of credit provides that the Company may not pay any distribution if a distribution, when added to other distributions paid during the three immediately preceding fiscal quarters, exceeds the greater of: (i) 90% of funds from operations and 110% of cash available for distribution; and (ii) the amounts required to maintain the Company's status as a REIT. Item 6. SELECTED FINANCIAL DATA The following table sets forth selected financial and operating data on a historical basis for the Company and should be read in conjunction with the financial statements appearing elsewhere in this Form 10-K.
2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- Revenues: Rental Income $298,860 $217,591 $137,557 $64,002 $42,214 Other Income 20,188 16,872 11,686 5,695 3,456 ------- ------- ------- ------- -------- TOTAL REVENUES 319,048 234,463 149,243 69,697 45,670 ------- ------- ------- ------ ------- Expenses: Operating and maintenance 128,034 95,200 63,136 31,317 21,859 General & administrative 13,235 10,696 6,685 2,255 1,482 Interest 56,792 39,558 23,980 11,967 9,208 Depreciation & amortization 52,430 37,350 23,191 11,200 8,077 Loss on available-for-sale securities - 2,123 - - - Non-recurring acquisition expense - 6,225 - - - ------- ------- -------- ---------- ----------- TOTAL EXPENSES 250,491 191,152 116,992 56,739 40,626 ------- ------- ------- ------ ------- Income before gain (loss) on disposition of property, minority interest and extraordinary item 68,557 43,311 32,251 12,958 5,044 Gain (loss) on disposition of property (1,386) 457 - 1,283 - -------- ------- ------- ------ ----------- Income before minority interest and extraordinary item 67,171 43,768 32,251 11,675 5,044 Minority interest 25,715 17,390 12,603 4,248 897 ------ ------ ------ ----- ------ Income before extraordinary item 41,456 26,378 19,648 7,427 4,147 Extraordinary item, prepayment penalties, net of allocation to minority interest - (96) (960) (1,037) - ------- -------- ------- ------ ----------- Net income before preferred dividends 41,456 26,282 18,688 6,390 4,147 Preferred dividends (12,178) (1,153) - - - ------- --------- ------- ---------- ---------- Net income available to common shareholders $29,278 $25,129 $18,688 $6,390 $4,147 ======= ======= ======= ====== ====== Net income per common share: Basic $1.42 $1.34 $1.34 $ .86 $ .74 ===== ===== ===== ======= ======= Diluted $1.41 $1.34 $1.33 $ .84 $ .74 ===== ===== ===== ======= ======= Cash dividends declared per common share $2.16 $1.97 $1.83 $ 1.74 $ 1.69 ===== ===== ===== ====== ====== Balance Sheet Data: Real estate, before accumulated depreciation $1,895,269 $1,480,753 $940,788 $525,128 $261,773 Total assets 1,871,888 1,503,617 1,012,235 543,823 248,631 Total debt 832,783 669,701 418,942 218,846 105,176 Stockholders' equity 569,528 448,390 361,956 151,432 83,030 Other Data: Funds from Operations (1) $120,854 $89,132 $56,260 $24,345 $13,384 Cash available for distribution $107,300 $78,707 $49,044 $21,142 $11,022 (2) Net cash provided by operating activities $127,197 $90,526 $60,548 $27,285 $14,241 Net cash used in investing activities ($178,445) ($190,892) ($297,788) ($102,460) ($25,641) Net cash provided by financing activities $56,955 $71,662 $266,877 $77,461 $12,111 Weighted average number of shares outstanding: Basic 20,639,241 18,697,731 13,898,221 7,415,888 5,601,027 Diluted 20,755,721 18,800,907 14,022,329 7,558,167 5,633,004 Total communities owned at end of period 147 126 96 63 28 Total apartment units owned at end of period 39,041 33,807 23,680 14,048 7,176
Item 6. SELECTED FINANCIAL DATA (CONTINUED) ----------------------------------- (1) Management considers funds from operations ("FFO") to be an appropriate measure of performance of an equity REIT. Effective January 1, 2000 the National Association of Real Estate Investment Trusts ("NAREIT") clarified the White Paper definition of FFO as income (loss) before gains (losses) from the sale of property and extraordinary items, before minority interest in the Operating Partnership, plus real estate deprecation. Management believes that in order to facilitate a clear understanding of the combined historical operating results of the Company, FFO should be considered in conjunction with net income as presented in the consolidated financial statements included elsewhere herein. FFO does not represent cash generated from operating activities accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs. FFO should not be considered as an alternative to net income as an indication of the Company's performance or to cash flow as a measure of liquidity. For the year ended December 31, 1999, the Company's previously reported FFO excluded a nonrecurring loss on available-for-sale securities of $2,123 and a non-recurring acquisition expense of $6,225 in conformance with the NAREIT definition of FFO calculations then in place ("Original Definition"). The Company has adopted NAREIT's new FFO calculation, pursuant to NAREIT's White Paper dated October 1999, which modifies the FFO calculation to include certain nonrecurring charges ("Clarified Definition"). Although both FFO calculations are presented in the table below, the Company believes the comparison of FFO using the Original Definition represents the best guide to investors of comparable operations and growth between years. The calculation of FFO for the previous five years are presented as follows:
2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- Net income available to common Shareholders $29,278 $25,129 $18,688 $6,390 $4,147 Preferred dividends 12,178 1,153 - - - Minority interest 25,715 17,390 12,603 4,248 897 Extraordinary item - 96 960 1,037 - Non-recurring expense - 6,225 294 - - Depreciation from real property(1) 52,297 37,473 23,715 11,387 8,332 Loss from sale of property 1,386 1,666(2) - 1,283 8 ---------- ------------ ------------- --------- ------------ FFO (original definition) $120,854 $89,132 $56,260 $24,345 $13,384 Non-recurring expense - (6,225) (294) - - Loss on available-for-sale securities (2,123) - - ------------- ---------- ------------- ------------ ------------- - - FFO (clarified definition) $120,854 $80,784 $55,966 $24,345 $13,384 ======== ======= ======= ======= ======= Weighted average common shares/units outstanding: Basic 35,998.3 31,513.8 22,871.7 11,373.9 6,813.2 ======== ======== ======== ======== ======= Diluted 41,128.4 32,044.9 22,995.8 11,516.1 6,845.1 ======== ======== ======== ======== =======
(1)Includes amounts passed through from unconsolidated investments. (2)Includes the loss from disposition of property investment separately disclosed as loss on available-for-sale securities. All REITs may not be using the strict White Paper definition for new FFO. Accordingly, the above presentation may not be comparable to other similarly titled measures of FFO of other REITs. Quarterly information on Funds from Operations for the two most recent years is as follows:
2000 1ST 2ND 3RD 4TH TOTAL ---- --- --- --- --- ----- Funds from Operations before minority interest $25,407 $29,788 $33,106 $32,553 $120,854 Weighted Average Shares/Units: Basic 34,123.2 35,846.3 36,820.1 37,261.3 35,998.3 Diluted 37,586.7 40,249.9 43,162.4 43,625.1 41,128.4 1999 1ST 2ND 3RD 4TH TOTAL ---- --- --- --- --- ----- Funds from Operations before minority interest $16,915 $19,627 $25,189 $27,403 $89,132 Weighted Average Shares/Units: Basic 27,810.1 28,530.2 34,485.9 35,116.1 31,513.8 Diluted 27,898.4 28,634.8 34,630.9 36,904.1 32,044.9
Item 6. SELECTED FINANCIAL DATA NOTES (CONTINUED) ----------------------------------------- (2) Cash Available for Distribution is defined as Funds from Operations less an annual reserve for anticipated recurring, non-revenue generating capitalized costs of $375 ($350 for 1996-1997 and $300 for 1995) per apartment unit, $94 per manufactured home site and $.25 per square foot for the 35,000 square foot ancillary convenient shopping area at Wedgewood, which was sold in 1999. It is the Company's policy to fund its investing activities and financing activities with the proceeds of its Line of Credit or new debt or by the issuance of additional Units in the Operating Partnership. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ------ ---------------------------------------------------------------------- OVERVIEW The following discussion is based primarily on the Consolidated Financial Statements of Home Properties of New York, Inc. This should be read in conjunction with the financial statements appearing elsewhere in this report. Certain capitalized terms, as used herein, are defined in the Notes to the Consolidated Financial Statements. The Company is engaged primarily in the ownership, management, acquisition and development of residential apartment communities in the Northeastern, Mid-Atlantic and Midwestern United States. As of December 31, 2000, the Company operated 319 apartment communities with 50,912 apartments. Of this total, the Company owned 147 communities, consisting of 39,041 apartments, managed as general partner 136 partnerships that owned 8,325 apartments and fee managed 3,546 apartments for affiliates and third parties. The Company also fee manages 1.0 million square feet of office and retail properties. This annual report contains forward-looking statements. Although the Company believes expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. Factors that may cause actual results to differ include general economic and local real estate conditions, the weather and other conditions that might affect operating expenses, the timely completion of repositioning activities within anticipated budgets, the actual pace of future acquisitions, and continued access to capital to fund growth. RESULTS OF OPERATIONS COMPARISON OF YEAR ENDED DECEMBER 31, 2000 TO YEAR ENDED DECEMBER 31, 1999. The Company owned 95 communities with 23,530 apartment units throughout 1999 and 2000 where comparable operating results are available for the years presented (the "2000 Core Properties"). For the year ending December 31, 2000, the 2000 Core Properties showed an increase in rental revenues of 5.8% and a net operating income increase of 7.6% over the 1999 year-end period. Property level operating expenses increased 5.3%. Average economic occupancy for the 2000 Core Properties increased from 94.6% to 94.7%, with average monthly rental rates increasing 5.7% to $701. A summary of the 2000 Core Property net operating income is as follows:
2000 1999 % CHANGE ---- ---- -------- Rent $187,491,000 $177,286,000 5.8% Property Other Income 7,412,000 5,606,000 32.2% -------------- -------------- ----- Total Income 194,903,000 182,892,000 6.6% Operating and Maintenance ( 83,756,000) (79,570,000) (5.3%) -------------- ------------ ------ Net Operating Income $111,147,000 $103,322,000 7.6% ============ ============ =====
During 2000, the Company acquired a total of 5,384 apartment units in 22 newly-acquired communities (the "2000 Acquisition Communities"). In addition, the Company experienced full year results for the 10,127 apartment units in 30 apartment communities (the "1999 Acquisition Communities") acquired during 1999. The inclusion of these acquired communities generally accounted for the significant changes in operating results for the year ended December 31, 2000. The Company also disposed of one property during 2000, a 150-unit community located in Pittsburgh, Pennsylvania, which had partial results for 2000 (the "2000 Disposed Community"). For the year ended December 31, 2000, operating income (income before loss on disposition of property, minority interest and extraordinary item) increased by $25,246,000 when compared to the year ended December 31, 1999. The increase was primarily attributable to the following factors: an increase in rental income of $81,269,000 and an increase in other income of $3,316,000. These changes were partially offset by an increase in operating and maintenance expense of $32,834,000, an increase in general and administrative expense of $2,539,000, an increase in interest expense of $17,234,000, an increase in depreciation and amortization of $15,080,000 and loss on available-for-sale securities and non-recurring acquisition expense totaling $8,348,000 only affecting 1999. Of the $81,269,000 increase in rental income, $47,376,000 is attributable to the 1999 Acquisition Communities and $24,204,000 is attributable to the 2000 Acquisition Communities, offset in part by a $516,000 reduction attributable to the 2000 Disposed Community. The balance of $10,205,000 is a 5.8% increase from the 2000 Core Properties due primarily to an increase of 5.7% in weighted average rental rates, plus an increase in occupancy from 94.6% to 94.7%. Property other income, which consists primarily of income from operation of laundry facilities, administrative fees, garage and carport rentals net profits from corporate apartments and miscellaneous charges to residents, increased in 2000 by $4,511,000. Of this increase, $1,847,000 is attributable to the 1999 Acquisition Communities, $884,000 is attributable to the 2000 Acquisition Communities and $1,806,000 represents a 32.2% increase from the 2000 Core Properties, offset in part by a $26,000 reduction attributable to the 2000 Disposed Community. The increase for the 2000 Core Properties included a one-time benefit from a favorable insurance settlement of $239,000. Without this, property other income still increased 28%. Interest and dividend income increased in 2000 by $654,000, primarily attributable to an increase in loans to one of its Management Companies used to acquire land held in inventory for future development, as well as increased levels of cash reserves invested. Dividend income of $714,000 in 1999 from investments in marketable securities did not continue in 2000. Other income reflects the net contribution from management and development activities after allocating certain overhead and interest expense. The net contribution decreased by $1,849,000, or 64% from 1999 to 2000. Gross development fees revenues decreased $1,462,000, and gross management fee revenues increased $80,000. Effective December 31, 2000, the Company sold its affordable housing development operations to the key personnel that ran the division. While the selling price of approximately $6,700,000 was close to the book value of the related assets that were sold, after transaction costs, a loss on sale was incurred of $924,000. As a result, going forward, development fee income ($4.8 million in 2000) should essentially disappear, with a corresponding decrease in general and administrative costs of approximately $2.6 million, all netted and reported in other income. The proceeds from the sale will temporarily produce increased interest income before those proceeds are reinvested on a longer term basis in property acquisitions. Of the $32,834,000 increase in operating and maintenance expenses, $20,354,000 is attributable to the 1999 Acquisition Communities, $8,604,000 is attributable to the 2000 Acquisition Communities and a reduction of $310,000 is attributable to the 2000 Disposed Community. The balance for the 2000 Core Properties, a $4,186,000 increase in operating expenses or 5.3%, is primarily a result of increases in gas utilities, personnel expenses, property insurance and real estate taxes. Increases in utility expenses were a large contributor to operating and maintenance expense increases for the year, and will continue to unfavorably affect results in 2001. Natural gas prices were very volatile in 2000. While it has always been the Company's policy to limit some of its exposure to this volatility by purchasing fixed price contracts, the Company's past experience has been that this has been expensive insurance. Looking back the last ten years, the prices of natural gas has been relatively stable. Historically, at the beginning of each heating season, rates experienced some pressures but started settling back down around January. The 1999/2000 heating season did not follow this same pattern. Rates continued to climb during the summer months instead of leveling off. This unusual pattern made it more difficult to execute fixed price contracts. the Company has previously revised the earnings outlook for 2001, indicating utility costs will increase by approximately $5,500,000. The months of December, 2000 and January, 2001 yielded prices for natural gas topping out at over $10 per decatherm. For deliveries in March, 2001 the price has reduced to approximately $5.00 per decatherm. The Company is planning during March through May of 2001 to negotiate fixed pricecontracts for close to 90% of its exposure for the 2001/2002 heating season. Management of the Company remains optimistic that these higher expenses will eventually be absorbed by our residents. Further rent increases have been passed on to residents as leases (which typically have a one year term) are renewed. The greatest opportunity will be during late spring and summer of 2001, when a large percentage of leases are scheduled for renewal. The operating expense ratio (the ratio of operating and maintenance expense compared to rental and property other income) for the 2000 Core Properties was 43.0% and 43.5% for 2000 and 1999, respectively. This 0.5% reduction is a result of the 6.6% increase in total rental and property other income achieved through ongoing efforts to upgrade and reposition properties for maximum potential. In general, the Company's operating expense ratio is higher than that experienced in other parts of the country due to relatively high real estate taxes in its markets and the Company's practice, typical in its markets, of including heating expenses in base rent. General and administrative expenses increased in 2000 by $2,539,000, or 24% from $10,696,000 in 1999 to $13,235,000 in 2000. As the Company expands geographically, travel and lodging expenses have increased, along with expenses associated with new and expanding regional offices. In addition, personnel costs have increased to handle the growing owned portfolio, which increased in size by 15% as of December 31, 2000 compared to a year ago. The percentage of G&A compared to total revenue was 4.1% for 2000 compared to 4.6% for 1999. Interest expense increased in 2000 by $17,234,000 as a result of the acquisition of the 2000 Acquisition Communities and full year interest expense for the 1999 Acquisition Communities. The 1999 Acquisition Communities, costing in excess of $480,000,000, were acquired with $203,000,000 of assumed debt in addition to the use of UPREIT Units. The 2000 Acquisition Communities, costing in excess of $322,000,000, were acquired with $163,000,000 of assumed debt, in addition to the use of UPREIT Units. In addition, amortization from deferred charges relating to the financing of properties totaling $566,000 and $516,000 was included in interest expense for 2000 and 1999, respectively. During 2000, the Company reported a loss on disposition of property of $1,386,000. This includes $417,000 from the sale of Payne Hill in Pittsburgh, $924,000 from the sale of the affordable housing development business and $45,000 from the sale of a small general partnership interest. COMPARISON OF YEAR ENDED DECEMBER 31, 1999 TO YEAR ENDED DECEMBER 31, 1998. The Company owned 62 communities with 14,048 apartment units throughout 1998 and 1999 where comparable operating results are available for the years presented (the "1999 Core Properties"). For the year ending December 31, 1999, the 1999 Core Properties showed an increase in rental revenues of 5.3% and a net operating income increase of 9.0% over the 1998 year-end period. Property level operating expenses increased 1.7%. Average economic occupancy for the 1999 Core Properties increased from 94.0% to 94.5%, with average monthly rental rates increasing 4.8% to $661. A summary of the 1999 Core Property net operating income is as follows:
1999 1998 % CHANGE ---- ---- -------- Rent $105,388,00 $100,048,000 5.3% Property Other Income 3,255,000 2,816,000 15.6% ------------- -------------- ----- Total Income 108,643,000 102,864,000 5.6% Operating and Maintenance ( 48,653,000) ( 47,840,000) ( 1.7%) ------------ ------------- ------- Net Operating Income $59,990,000 $55,024,000 9.0% =========== =========== ======
During 1999, the Company acquired a total of 10,127 apartment units in 30 newly-acquired communities (the "1999 Acquisition Communities"). In addition, the Company experienced full year results for the 9,632 apartment units in 34 newly acquired apartment communities (the "1998 Acquisition Communities") acquired during 1998. The inclusion of these acquired communities generally accounted for the significant changes in operating results for the year ended December 31, 1999. The Company also disposed of one property, a 35,000 square foot ancillary shopping center located adjacent to a multi-family community, which had partial results for 1999 (the 1999 "Disposed Communities"). For the year ended December 31, 1999, operating income (income before loss on disposition of property, minority interest and extraordinary item) increased by $11,060,000 when compared to the year ended December 31, 1998. The increase was primarily attributable to the following factors: an increase in rental income of $80,034,000 and an increase in other income of $5,186,000. These changes were partially offset by an increase in operating and maintenance expense of $32,064,000, an increase in general and administrative expense of $4,011,000, an increase in interest expense of $15,578,000 and an increase in depreciation and amortization of $14,159,000 and a loss on available-for-sale securities and non-recurring acquisition expense totaling $8,348,000 not previously incurred. Of the $80,034,000 increase in rental income, $35,554,000 is attributable to the 1998 Acquisition Communities and $39,295,000 is attributable to the 1999 Acquisition Communities, offset in part by a $155,000 reduction attributable to the 1999 Disposed Community. The balance of $5,340,000 is a 5.3% increase from the 1999 Core Properties due primarily to an increase of 4.8% in weighted average rental rates, plus an increase in occupancy from 94.0% to 94.5%. Property other income, which consists primarily of income from operation of laundry facilities, administrative fees, garage and carport rentals and miscellaneous charges to residents, increased in 1999 by $3,264,000. Of this increase, $1,358,000 is attributable to the 1998 Acquisition Communities, $1,191,000 is attributable to the 1999 Acquisition Communities and $439,000 represents a 15.6% increase from the 1999 Core Properties, offset in part by a $28,000 reduction attributable to the 1999 Disposed Community. In addition, $304,000 represents the increase in the net results for limited partnerships accounted for on the equity method. Interest and dividend income increased in 1999 by $1,990,000, primarily attributable to an increase in construction loans and advances made to affiliated tax credit development partnerships, as well as increased levels of cash reserves invested. Dividend income of $714,000 and $147,000 in 1999 and 1998, respectively, from investments in marketable securities, were not expected to continue into 2000. Other income reflects the net contribution from management and development activities after allocating certain overhead and interest expense. The net contribution decreased by $68,000, or 2% from 1998 to 1999. Increased activities in government assisted housing contributed to an 11.5% annual increase in gross management and development fee revenues. These revenue gains were offset by increased outlays to expand the staff and carrying costs associated with land in inventory for future development. Of the $32,064,000 increase in operating and maintenance expenses, $16,302,000 is attributable to the 1998 Acquisition Communities, $14,980,000 is attributable to the 1999 Acquisition Communities and a reduction of $31,000 is attributable to the 1999 Disposed Community. The balance for the 1999 Core Properties, an $813,000 increase in operating expenses of 1.7%, is primarily a result of increases in utility expenses, real estate taxes, and snow removal costs. The operating expense ratio (the ratio of operating and maintenance expense compared to rental and property other income) for the 1999 Core Properties was 44.8% and 46.5% for 1999 and 1998, respectively. This 1.7% reduction is a result of the 5.6% increase in total rental and property other income achieved through ongoing efforts to upgrade and reposition properties for maximum potential. In general, the Company's operating expense ratio is higher than that experienced in other parts of the country due to relatively high real estate taxes in its markets and the Company's practice, typical in its markets, of including heating expenses in base rent. The exposure to savings in heating costs have been reduced as the number of units in the entire portfolio, including heat in base rent, has been reduced from 85% at December 31, 1998 to 70% at December 31, 1999. General and administrative expenses increased in 1999 by $4,011,000, or 60% from $6,685,000 in 1998 to $10,696,000 in 1999. As the Company expands geographically, travel and lodging expenses have increased, along with expenses associated with new and expanding regional offices. In addition, personnel costs have increased to handle the growing owned portfolio, which increased in size by 41% as of December 31, 1999 compared to a year ago. The percentage of G&A compared to total revenue was 4.6% and 4.5% for 1999 and 1998, respectively. Interest expense increased in 1999 by $15,578,000 as a result of the acquisition of the 1999 Acquisition Communities and full year interest expense for the 1998 Acquisition Communities. The 1998 Acquisition Communities, costing in excess of $376,000,000, were acquired with $81,000,000 of assumed debt in addition to the use of UPREIT Units. The 1999 Acquisition Communities, costing in excess of $480,000,000, were acquired with $203,000,000 of assumed debt, in addition to the use of UPREIT Units. Amortization relating to interest rate reduction agreements of $198,000 and $335,000 was included in interest expense during 1999 and 1998, respectively. In addition, amortization from deferred charges relating to the financing of properties totaling $516,000 and $457,000 was included in interest expense for 1999 and 1998, respectively. Finally, $294,000 of unamortized fees related to a standby loan facility, which allowed the Company to enter into a non-contingent contract for a 17 property portfolio acquisition, were written off during the third quarter of 1998, as the facility was only partially used and quickly repaid. LIQUIDITY AND CAPITAL RESOURCES The Company's principal liquidity demands are expected to be distributions to the common and preferred stockholders and Operating Partnership unitholders, capital improvements and repairs and maintenance for the properties, acquisition of additional properties, stock repurchases and debt repayments. The Company may also engage in transactions whereby it acquires equity ownership in other public or private companies that own portfolios of apartment communities. The Company intends to meet its short-term liquidity requirements through net cash flows provided by operating activities and the line of credit. The Company considers its ability to generate cash to be adequate to meet all operating requirements and make distributions to its stockholders in accordance with the provisions of the Internal Revenue Code, as amended, applicable to REITs. To the extent that the Company does not satisfy its long-term liquidity requirements through net cash flows provided by operating activities and the line of credit described below, it intends to satisfy such requirements through the issuance of UPREIT Units, proceeds from the Dividend Reinvestment Plan ("DRIP"), property debt financing, or issuing additional common shares or shares of the Company's preferred stock. As of December 31, 2000, the Company owned 29 properties, with 4,470 apartment units, which were unencumbered by debt. In May, 1998, the Company's Form S-3 Registration Statement was declared effective relating to the issuance of up to $413.8 million shares of common stock or other securities. The available balance on the shelf registration statement at December 31, 2000 was $227,390,000. In September, 1999, the Company completed the sale of $50 million of Series B Preferred stock in a private transaction with GE Capital. The Series B Preferred stock carries an annual dividend rate equal to the greater of 8.36% or the actual dividend paid on the Company's common shares into which the preferred shares can be converted. The stock has a liquidation preference of $25.00 per share, a conversion price of $29.77 per share, and a five-year, non-call provision. In December, 1999, the Class A limited partnership interests held by the State of Michigan Retirement Systems (originally issued in December, 1996 for $35 million) were converted to Series A Convertible Cumulative Preferred shares ("Series A Preferred") which retain the same material rights and preferences that were associated with the limited partnership interests. The conversion had no effect on reported results of operations and permits the Company to continue to use favorable tax depreciation methods. In May and June, 2000, the Company completed the sale of $60 million of Series C Preferred Stock in a private transaction with affiliates of Prudential Real Estate Investors ("Prudential"), Teachers Insurance and Annuity Association of America ("Teachers"), affiliates of AEW Capital Management and Pacific Life Insurance Company. The Series C Preferred Stock carries an annual dividend rate equal to the greater of 8.75% or the actual dividend paid on the company's common shares into which the preferred shares can be converted. The stock has a conversion price of $30.25 per share and a five-year, non-call provision. As part of the Series C Preferred Stock transaction, the Company also issued 240,000 warrants to purchase common shares at a price of $30.25 per share, expiring in five years. In June, 2000, the Company completed the sale of $25 million of series D Preferred Stock in a private transaction with The Equitable Life Assurance Society of the United States. The Series D Preferred Stock carries an annual dividend rate equal to the greater of 8.775% or the actual dividend paid on the Company's common shares into which the preferred shares can be converted. The stock has a conversion price of $30 per share and a five-year, no-call provision. In December, 2000, the Company completed the sale of $30 million of Series E Preferred Stock in a private transaction, again with affiliates of Prudential and Teachers. The Series E Preferred Stock carries an annual dividend rate equal to the greater of 8.55% or the actual dividend paid on the Company's common shares into which the preferred shares can be converted. The stock has a conversion price of $31.60 per share and a five-year, non-call provision. In addition, as part of the Series E Preferred Stock transaction, the Company issued warrants to purchase 285,000 common shares at a price of $31.60 per share, expiring in five years. In anticipation of the issuance of convertible preferred securities in May, 2000, the Company obtained an investment grade rating from Fitch, Inc. The Company was assigned an initial corporate credit rating of "BBB" (Triple-B), with a rating of "BBB-" (Triple-B Minus) for Series C through E convertible preferred stock. The issuance of UPREIT Units for property acquisitions continues to be a significant source of capital. During 2000, 3,583 apartment units in eight separate transactions were acquired for a total cost of $203,000,000, using UPREIT Units valued at approximately $59,000,000 with the balance paid in cash or assumed debt. During 1999, 8,147 apartment units in four separate transactions were acquired for a total cost of $389,000,000, using UPREIT Units valued at approximately $149,000,000 with the balance paid in cash or assumed debt. In 1997, the Company's Board of Directors approved a stock repurchase program under which the Company may repurchase up to one million shares of its outstanding common stock. The Board's action did not establish a target price or a specific timetable for repurchase. At December 31, 1999, there was approval remaining to purchase 795,100 shares. In 2000, the Board of Directors approved a 1,000,000-share increase in the stock repurchase program. During 2000, the Company repurchased 468,600 shares at a cost of $12,664,000. Approval to repurchase 1,326,500 shares of common stock remains at December 31, 2000. With shares trading at a significant discount to internal calculations of net asset value of $32.50 per share, the Company anticipates increasing activity of share repurchases during 2001. In November, 1995, the Company established a Dividend Reinvestment Plan. The Plan provides the stockholders of the Company an opportunity to automatically invest their cash dividends at a discount of 3% from the market price. In addition, eligible participants may make monthly payments or other voluntary cash investments in shares of common stock, typically purchased at discounts, which have varied between 2% and 3%. During 1999, $49,000,000 of common stock was issued under this plan, with an additional $57,000,000 of common stock issued in 2000. The DRIP has been amended, effective April 10, 2001, in order to reduce dilution from issuing new shares at or below the underlying net asset value. The discount on reinvested dividends and optional cash purchases will be reduced from 3% to 2%. The maximum monthly investment (without receiving approval from the Company) is being reduced from $5,000 to $1,000. Management believes that these changes will significantly reduce participation in the Plan. However, if the volume is still large after a few months transition period, the Company will shift to fulfilling investment orders with open market purchases, rather than continuing to issue new shares. As of December 31, 2000, the Company had an unsecured line of credit from M&T Bank of $100,000,000 with no outstanding borrowings. Borrowings under the facility bear interest at 1.25% over the one-month LIBOR rate. The line of credit expires on September 1, 2002. As of December 31, 2000, the weighted average rate of interest on the Company's mortgage debt is 7.4% and the weighted average maturity of such indebtedness is approximately eleven years. Mortgage debt of $833 million was outstanding with 99% at fixed rates of interest with staggered maturities. This limits the exposure to changes in interest rates, minimizing the effect of interest rate fluctuations on results of operations and financial condition. The Company's net cash provided by operating activities increased from $90,526,000 for the year ended December 31, 1999 to $127,197,000 for the year ended December 31, 2000. The increase was principally due to the acquisition of the 1999 and 2000 Acquisition Communities. Net cash used in investing activities decreased from $190,892,000 in 1999 to $178,445,000 in 2000. The level of properties purchased decreased in 2000 to $328 million from $487 million, while the amount of mortgages assumed and UPREIT units issued decreased by $131 million, such that the net cash invested in properties decreased, accounting for most of the year over year decrease. The Company's net cash provided by financing activities decreased from $71,662,000 in 1999 to $56,955,000 in 2000. The major source of financing in 2000 was $168,462,000 of proceeds from sales of preferred and common stock used to fund property acquisitions and additions. In 1999, proceeds from the sale of preferred stock, common stock and net debt proceeds totaling $145,987,000 were used to fund property acquisitions and additions. CAPITAL IMPROVEMENTS Total capital improvement expenditures increased from $61,034,000 in 1999 to $92,603,000 in 2000. Of the $92,603,000 in total expenditures, $9,258,000 is attributable to the 2000 Acquisition Communities and $28,438,000 is attributable to the 1999 Acquisition Communities. The balance of $54,907,000 is allocated between the 2000 Core Properties of $54,041,000 and $866,000 for corporate office expenditures. Recurring, non-revenue enhancing capital replacements typically include carpeting and tile, appliances, HVAC equipment, new roofs, site improvements and various exterior building improvements. Funding for these capital replacements are provided by cash flows from operating activities. The Company estimates that during 2000, approximately $375 per unit was spent on capital replacements to maintain the condition of its properties. The schedule below summarizes the breakdown of capital improvements:
Non-recurring Recurring Capital Revenue Enhancing Combined Capital REPLACEMENTS UPGRADES IMPROVEMENTS 2000 Core Properties $ 8,823,000 $45,218,000 $54,041,000 1999 Acquisition Communities 3,792,000 24,646,000 28,438,000 2000 Acquisition Communities 939,000 8,319,000 9,258,000 Corporate office expenditures* N/A N/A 866,000 ----------------- ----------------- -------------- $13,554,000 $78,183,000 $92,603,000 =========== =========== ===========
*No distinction is made between recurring or non-recurring expenditures for the corporate office. The $78,183,000 incurred to fund non-recurring, revenue enhancing upgrades included, among other items, the following: construction of 13 new community centers; the installation of 5,500 new, energy-efficient refrigerators, nearly 13,500 new windows and other energy conservation measures; and the modernization of over 4,350 kitchens, 5,150 bathrooms, and 2,950 new air conditioners. Management believes that these upgrades contributed significantly towards achieving 7.6% average growth in net operating income at the 2000 Core Properties. For the combined Acquisition Communities, substantial rehabilitations were incurred as part of management's acquisition and repositioning strategies. The pace of capital replacements was accelerated to improve the overall competitive condition of the properties. Funding for these capital improvements was provided by the line of credit and equity proceeds. During 2001, management expects that the communities will benefit further from improvements completed in 2000 and plans to continue to fund similar non-recurring, revenue enhancing upgrades in addition to normal capital replacements. ENVIRONMENTAL ISSUES Phase I environmental audits have been completed on substantially all of the Owned Properties. There are no recorded amounts resulting from environmental liabilities as there are no known contingencies with respect thereto. Furthermore, no condition is known to exist that would give rise to a material liability for site restoration or other costs that may be incurred with respect to the sale or disposal of a property. RECENT ACCOUNTING PRONOUNCEMENTS The Company is not aware of any pronouncements which would have a material adverse effect on the Company's liquidity, financial position or results of operations. INFLATION Substantially all of the leases at the communities are for a term of one year or less, which enables the Company to seek increased rents upon renewal of existing leases or commencement of new leases. These short-term leases minimize the potential adverse effect of inflation on rental income, although residents may leave without penalty at the end of their lease terms and may do so if rents are increased significantly. Item 7A. Quantitative and Qualitative Disclosures About Market Risk See Note 4 - Mortgage Notes Payable in the Consolidated Financial Statements of the Company concerning interest rate risk and Exhibit 99 - Debt Summary Schedule. Item 8. Financial Statements and Supplemental Data The financial statements and supplementary data are listed under Item 14(a) and filed as part of this report on the pages indicated. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. PART III Item 10. Directors and Executive Officers of the Registrant Directors The Board of Directors (the "Board") currently consists of twelve members. The terms for all of the directors of Home Properties expire at the 2001 Shareholders' Meeting. The information sets forth, as of March 21, 2001, for each director of the Company such director's name, experience during the last five years, other directorships held, age and the year such director was first elected as director of the Company. Year First NAME OF DIRECTOR AGE ELECTED DIRECTOR ---------------- --- ---------------- Burton S. August, Sr. 85 1994 William Balderston, III 73 1994 Alan L. Gosule 60 1996 Leonard F. Helbig, III 55 1994 Roger W. Kober 67 1994 Nelson B. Leenhouts 65 1993 Norman Leenhouts 65 1993 Edward J. Pettinella 49 2001 Albert H. Small 75 1999 Clifford W. Smith, Jr. 54 1994 Paul L. Smith 65 1994 Amy L. Tait 42 1993 BURTON S. AUGUST, SR. has been a director of the Company since August, 1994. Mr. August is currently a director of Monro Muffler Brake, Inc., a publicly traded company where Mr. August served as Vice President from 1969 until he retired in 1980. Mr. August is Honorary Vice Chairman of the Board of Trustees of Rochester Institute of Technology, on the Board of Directors of Park Ridge Health Systems and Hillside Children's Center Foundation, on the cabinet of the Al Sigl Center and on the Finance Committee of the United Way of Greater Rochester. WILLIAM BALDERSTON, III has been a director of the Company since August, 1994. From 1991 to the end of 1992, he was an Executive Vice President of The Chase Manhattan Bank, N.A. From 1986 to 1991, he was President and Chief Executive Officer of Chase Lincoln First Bank, N.A., which was merged into The Chase Manhattan Bank, N.A. He is a Trustee of the University of Rochester and a member of the Board of Governors of the University of Rochester Medical Center. Mr. Balderston is also a Trustee of the Genesee Country Village Museum, as well as a member of the Board of the Genesee Valley Conservancy. Mr. Balderston is a graduate of Dartmouth College. ALAN L. GOSULE, has been a director of the Company since December, 1996. Mr. Gosule has been a partner in the law firm of Clifford Chance Rogers & Wells LLP, New York, New York, since August, 1991 and prior to that time was a partner in the law firm of Gaston & Snow. He serves as Chairman of the Clifford Chance Rogers & Wells LLP Tax Department and Real Estate Securities practice group. Mr. Gosule is a graduate of Boston University and its Law School and received a LL.M. from Georgetown University. Mr. Gosule also serves on the Boards of Directors of 32 funds of the Pilgrim Capital Corporation, the Simpson Housing Limited Partnership, F.L. Putnam Investment Management Company, and Colonnade Partners. Clifford Chance Rogers & Wells LLP acted as counsel to Coopers & Lybrand, LLP in its capacity as advisor to the State Treasurer of the State of Michigan in connection with its investment of retirement funds in the Operating Partnership and Mr. Gosule was the nominee of the State Treasurer under the terms of the investment agreements relating to the transaction. LEONARD F. HELBIG, III has been a director of the Company since August, 1994. Since 1999 Mr. Helbig has served as President, Financial Services for Cushman & Wakefield. Prior to that, Mr. Helbig was the Executive Managing Director of the Asset Services and Financial Services Groups since 1984. He joined Cushman & Wakefield in 1980 and is also a member of that firm's Board of Directors and Executive Committee. Mr. Helbig is a member of the Urban Land Institute, the Pension Real Estate Association and the International Council of Shopping Centers. Mr. Helbig is a graduate of LaSalle University and holds the MAI designation of the American Institute of Real Estate Appraisers. ROGER W. KOBER has been a director of the Company since August, 1994. Mr. Kober is currently a director of RGS Energy Corporation and its wholly owned subsidiary, Rochester Gas and Electric Corporation. He was employed by Rochester Gas and Electric Corporation from 1965 until his retirement on January 1, 1998. From March, 1996 until January 1, 1998 Mr. Kober served as Chairman and Chief Executive Officer of Rochester Gas and Electric Corporation. He is also a member of the Board of Trustees of Rochester Institute of Technology. Mr. Kober is a graduate of Clarkson College and holds a Masters Degree in Engineering from Rochester Institute of Technology. NELSON B. LEENHOUTS has served as President, Co-Chief Executive Officer and a director of the Company since its inception in 1993. He has also served as President and Chief Executive Officer and a director of HP Management since its formation. He has been a director of HP Resident Services since its formation, President since 2000 and a Vice President since 1998. Nelson Leenhouts was the founder, and a co-owner, together with Norman Leenhouts, of Home Leasing, and served as President of Home Leasing from 1967. He is a director of Hauser Corporation and a member of the Board of Directors of the National Multi Housing Council. Nelson Leenhouts is a graduate of the University of Rochester. He is the twin brother of Norman Leenhouts. NORMAN P. LEENHOUTS has served as Chairman of the Board of Directors, Co-Chief Executive Officer and a director of the Company since its inception in 1993. He has also served as Chairman of the Board of HP Management since its formation. He has been a director of HP Resident Services since its formation and Chairman since 2000. Norman Leenhouts is a co-owner, together with Nelson Leenhouts, of Home Leasing and served as Chairman of Home Leasing from 1971. He is a director of Hauser Corporation and Rochester Downtown Development Corporation and is a member of the Board of Trustees of Roberts Wesleyan College. He is a graduate of the University of Rochester and is a certified public accountant. He is the twin brother of Nelson Leenhouts. EDWARD J. PETTINELLA has served as a Director and Executive Vice President of the Company since February, 2001. From 1997 until February, 2001, Mr. Pettinella served as President, Charter One Bank (NY Division) and Executive Vice President of Charter One Financial, Inc. From 1980 through 1997, Mr. Pettinella served in several managerial capacities for Rochester Community Savings Bank, Rochester, NY, including the positions of Chief Operating Officer and Chief Financial Officer. Mr. Pettinella serves on the Board of Directors of the YMCA of Greater Rochester, State University at Geneseo, Geneseo Foundation, Syracuse University School of Business, Rochester Chamber of Commerce, United Way of Greater Rochester, Rochester Economic Development Corporation, and the Memorial Art Gallery. Mr. Pettinella is a graduate of the State University at Geneseo and holds an MBA from Syracuse University. ALBERT H. SMALL has been a director of the Company since July, 1999. Mr. Small, who has been active in the construction industry for 50 years, is President of Southern Engineering Corporation. Mr. Small is a member of the Urban Land Institute, National Association of Home Builders and currently serves on the Board of Directors of the National Symphony Orchestra, National Advisory Board Music Associates of Aspen, Department of State Diplomatic Rooms Endowment Fund, James Madison Council of the Library of Congress, Tudor Place Foundation, The Life Guard of Mount Vernon, Historical Society of Washington, DC and the National Archives Foundation. Mr. Small is a graduate of the University of Virginia. In connection with the acquisition of a portfolio of properties located in the suburban markets surrounding Washington, D.C., Mr. Small and others received approximately 4,086,000 of operating partnership units in Home Properties of New York, L.P. Mr. Small is the nominee of the former owners of that portfolio under the terms of the acquisition documents. CLIFFORD W. SMITH, JR. has been a director of the Company since August, 1994. Mr. Smith is the Epstein Professor of Finance of the William E. Simon Graduate School of Business Administration of the University of Rochester, where he has been on the faculty since 1974. He has written numerous books and articles on a variety of financial, capital markets and risk management topics and has held editorial positions for a variety of journals. Mr. Smith is a graduate of Emory University and has a PhD from the University of North Carolina at Chapel Hill. PAUL L. SMITH has been a director of the Company since August, 1994. Mr. Smith was a director, Senior Vice President and the Chief Financial Officer of the Eastman Kodak Company from 1983 until he retired in 1993. He is currently a director of Performance Technologies, Inc. and ConstellationBrands, Inc. He is also a member of the Board of Trustees of the George Eastman House and Ohio Wesleyan University. Mr. Smith is a graduate of Ohio Wesleyan University and holds an MBA Degree in finance from Northwestern University. AMY L. TAIT has served as a director of the Company since its inception in 1993. Effective February 15, 2001, Mrs. Tait resigned her full-time position as Executive Vice President of the Company and as a director of HP Management. She is currently a principal of Tait Realty Advisors, LLC, and has entered into a consulting agreement with the Company. Mrs. Tait joined Home Leasing in 1983 and held several positions with the Company, including Senior and Executive Vice President and Chief Operating Officer. She currently serves on the M & T Bank Advisory Board and the boards of the United Way of Rochester, Geva Theatre, the Al Sigl Center, and The Commission Project. Mrs. Tait is a graduate of Princeton University and holds an MBA from the William E. Simon Graduate School of Business Administration of the University of Rochester. She is the daughter of Norman Leenhouts. See Item 4A in Part I hereof for information regarding executive officers of the Company. COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES ACT OF 1934. Section 16(a) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") requires the Company's executive officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange. Officers, directors and greater than 10% shareholders are required to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required during the fiscal year ended December 31, 2000, all Section 16(a) filing requirements applicable to its executive officers, directors and greater than 10% beneficial owners were satisfied. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated herein by reference to the Company's proxy statement to be issued in connection with the Annual Meeting of the Stockholders of the Company to be held on May 1, 2001 under "Executive Compensation", which proxy statement will be filed within 120 days after the end of the Company's fiscal year. ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - ------- ---------------------------------------------------------------- The information required by this Item is incorporated herein by reference to the Company's proxy statement to be issued in connection with the Annual Meeting of Stockholders of the Company to be held on May 1, 2001 under "Security Ownership of Certain Beneficial Owners and Management", which proxy statement will be filed within 120 days after the end of the Company's fiscal year. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. - ------- ---------------------------------------------- The information required by this Item is incorporated herein by reference to the Company's proxy statement to be issued in connection with the Annual Meeting of Stockholders of the Company to be held on May 1, 2001 under "Certain Relationships and Transactions", which proxy statement will be filed within 120 days after the end of the Company's fiscal year. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K - ------- --------------------------------------------------------------- (a) 1 and 2. Financial Statements and Schedules The financial statements and schedules listed below are filed as part of this annual report on the pages indicated. HOME PROPERTIES OF NEW YORK, INC. CONSOLIDATED FINANCIAL STATEMENTS PAGE Report of Independent Accountants F-2 Consolidated Balance Sheets as of December 31, 2000 and 1999 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2000, 1999 and 1998 F-4 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2000, 1999 and 1998 F-5 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2000, 1999 and 1998 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2000, 1999 and 1998 F-7 Notes to Consolidated Financial Statements F-8 Schedule III: Real Estate and Accumulated Depreciation F-27 (a) 3. Exhibits
2.1 Agreement among Home Properties of New York, Inc. and Philip J. Solondz, Daniel Solondz and Julia Weinstein relating to Royal Gardens I, together with Amendment No. 1. 2.2 Agreement among Home Properties of New York, Inc. and Philip Solondz and Daniel Solondz relating to Royal Gardens II, together with Amendment No. 1. 2.3 Purchase and Sale Agreement dated July 25, 1997 by and between Home Properties of New York, L.P. and Louis S. and Molly S. Wolk Foundation. 2.4 Purchase and Sale Agreement dated April 30, 1997 between Home Properties of New York, L.P. and Briggs Wedgewood Associates, L.P. 2.5 Agreement and Plan of Merger, dated July 31, 1997 between Home Properties of New York, L.P. and Chesfield Partnership. 2.6 Agreement and Plan of Merger dated July 31, 1997 between Home Properties of New York, L.P. and Valspring Partnership. 2.7 Agreement and Plan of Merger, dated July 31, 1997 between Home Properties of New York, L.P. and Exmark Partnership. 2.8 Agreement and Plan of Merger, dated July 31, 1997 between Home Properties of New York, L.P. and New Orleans East Limited Partnership. 2.9 Agreement and Plan of Merger, dated July 31, 1997 between Home Properties of New York, L.P. and Glenvwk Partnership. 2.10 Agreement and Plan of Merger, dated July 31, 1997 between Home Properties of New York, L.P. and PK Partnership. 2.11 First Amendment to Agreement and Plan of Merger, dated September 1, 1997 between Home Properties of New York, L.P. and PK Partnership and its partners. 2.12 First Amendment to Agreement and Plan of Merger, dated September 1, 1997 between Home Properties of New York, L.P. and NOP Corp. and Norpark Partnership. 2.13 Contribution Agreement dated July 31, 1997 between Home Properties of New York, L.P. and Lamar Partnership. 2.14 Agreement and Plan of Merger, dated July 31, 1997 between Home Properties of New York, L.P. and Curren Partnership. 2.15 Contribution Agreement, dated October __, 1997 between Home Properties of New York, L.P. and Berger/Lewiston Associates Limited Partnership; Stephenson-Madison Heights Company Limited Partnership; Kingsley-Moravian Company Limited Partnership; Woodland Garden Apartments Limited Partnership; B&L Realty Investments Limited Partnership; Southpointe Square Apartments Limited Partnership; Greentrees Apartments limited Partnership; Big Beaver-Rochester Properties Limited Partnership; Century Realty Investment Company Limited Partnership. 2.16 Agreement among Home Properties of New York, L.P. and Erie Partners, L.L.C. relating to Woodgate Place Apartments, together with Amendment No. 1 2.17 Agreement among Home Properties of New York, L.P. and Mid-Island Limited Partnership relating to Mid-Island Estates, together with Amendment No. 1. 2.18 Purchase and Sale Agreement among Home Properties of New York, L.P. and Anthony M. Palumbo and Daniel Palumbo. 2.19 Purchase and Sale Agreements dated June 17, 1997 among Home Properties of New York, L.P. and various individuals relating to Hill Court Apartments South and Hudson Arms Apartments, together with a letter amendment dated September 24, 1997. 2.20 Contract of Sale, dated October 20,1997 between Home Properties of New York, L.P. and Hudson Palisades Associates relating to Cloverleaf Apartments. 2.21 Contribution Agreement, dated November 17, 1997 among Home Properties of New York, L.P. and various trusts relating to Scotsdale Apartments. 2.22 Contribution Agreement, dated November 7, 1997 among Home Properties of New York, L.P. and Donald Schefmeyer and Stephen W. Hall relating to Candlewood Apartments, together with Amendment No. One dated December 3, 1997. 2.23 Purchase and Sale Agreement dated November 26, 1997 among Home Properties of New York, L.P. and Cedar Glen Associates. 2.24 Contribution Agreement dated March 2, 1998 among Home Properties of New York, L.P., Braddock Lee Limited Partnership and Tower Construction Group, LLC. 2.25 Contribution Agreement dated March 2, 1998 among Home Properties of New York, L.P., Park Shirlington Limited Partnership and Tower Construction Group, LLC. 2.26 Contract of Sale between Lake Grove Associates Corp. and Home Properties of New York, L.P., dated December 12, 1996, relating to the Lake Grove Apartments. 2.27 Form of Contribution Agreement among Home Properties of New York, L.P. and Strawberry Hill Apartment Company LLLP, Country Village Limited Partnership, Morningside Six, LLLP, Morningside North Limited Partnership and Morningside Heights Apartment Company Limited Partnership with schedule setting forth material details in which documents differ from form. 2.28 Form of Purchase and Sale Agreement relating to the Kaplan Portfolio with schedule setting forth material details in which documents differ from form. 2.29 Form of Contribution Agreement relating to the CRC Portfolio with schedule setting forth material details in which documents differ from form. 2.30 Form of Contribution Agreement relating to the Mid-Atlantic Portfolio with Schedule setting forth material details in which documents differ from form. 2.31 Contribution Agreement among Home Properties of New York, L.P., Leonard Klorfine, Ridley Brook Associates and Greenacres Associates. 2.32 Purchase and Sale Agreement among Home Properties of New York, L.P. and Chicago Colony Apartments Associates. 2.33 Contribution Agreement among Home Properties of New York, L.P., Gateside-Bryn Mawr Company, L.P., Willgold Company, Gateside-Trexler Company, Gateside-Five Points Company, Stafford Arms, Gateside-Queensgate Company, Gateside Malvern Company, King Road Associates and Cottonwood Associates 2.34 Form of Contribution Agreement between Old Friends Limited Partnership and Home Properties of New York, L.P. and Home Properties of New York, Inc., along with Amendments Number 1 and 2 thereto 2.35 Form of Contribution Agreement between Deerfield Woods Venture Limited Partnership and Home Properties of New York, L.P. 2.36 Form of Contribution Agreement between Macomb Apartments Limited Partnership and Home Properties of New York, L.P. 2.37 Form of Contribution Agreement between Home Properties of New York, L.P. and Elmwood Venture Limited Partnership 2.38 Form of Sale Purchase and Escrow Agreement between Bank of America as Trustee and Home Properties of New York, L.P. 2.39 Form of Contribution Agreement between Home Properties of New York, L.P., Home Properties of New York, Inc. and S&S Realty, a New York General Partnership (South Bay) 2.40 Form of Contribution Agreement between Hampton Glen Apartments Limited Partnership and Home Properties of New York, L.P. 2.41 Form of Contribution Agreement between Home Properties of New York, L.P. and Axtell Road Limited Partnership 2.42 Form of Contribution Agreement between Elk Grove Terrace II and III, L.P., Elk Grove Terrace, L.P. and Home Properties of New York, L.P. 3.1 Articles of Amendment and Restatement of the Articles of Incorporation of Home Properties of New York, Inc. 3.2 Articles of Amendment of the Articles of Incorporation of Home Properties of New York, Inc. 3.3 Articles of Amendment of the Articles of Incorporation of Home Properties of New York, Inc. 3.4 Amended and Restated Articles Supplementary of Series A Senior Convertible Preferred Stock of Home Properties of New York, Inc. 3.5 Series B Convertible Preferred Stock Articles Supplementary of Home Properties of New York, Inc. 3.6 Series C Convertible Preferred Stock Articles Supplementary of Home Properties of New York, Inc. 3.7 Series D Convertible Preferred Stock Articles Supplementary of Home Properties of New York, Inc. 3.8 Series E Convertible Preferred Stock Articles Supplementary of Home Properties of New York, Inc. 3.9 Amended and Restated By-Laws of Home Properties of New York, Inc. (Revised 12/30/96). 4.1 Form of certificate representing Shares of Common Stock. 4.2 Agreement of Home Properties of New York, Inc. to file instruments defining the rights of holders of long-term debt of it or its subsidiaries with the Commission upon request. 4.3 Credit Agreement between Manufacturers and Traders Trust Company, Home Properties of New York, L.P. and Home Properties of New York, Inc. 4.4 Amendment Agreement between Manufacturers and Traders Trust Company, Home Properties of New York, L.P. and Home Properties of New York, Inc. amending the Credit Agreement. 4.5 Mortgage Spreader, Consolidation and Modification Agreement between Manufacturers and Traders Trust Company and Home Properties of New York, L.P., together with form of Mortgage, Assignment of Leases and Rents and Security Agreement incorporated therein by reference. 4.6 Mortgage Note made by Home Properties of New York, L.P. payable to Manufacturers and Traders Trust Company in the principal amount of $12,298,000. 4.7 Spreader, Consolidation, Modification and Extension Agreement between Home Properties of New York, L.P. and John Hancock Mutual Life Insurance Company, dated as of October 26, 1995, relating to indebtedness in the principal amount of $20,500,000. 4.8 Amended and Restated Stock Benefit Plan of Home Properties of New York, Inc. 4.9 Amended and Restated Dividend Reinvestment, Stock Purchase, Resident Stock Purchase and Employee Stock Purchase Plan. 4.10 Amendment No. One to Amended and Restated Dividend Reinvestment, Stock Purchase, Resident Stock Purchase and Employee Stock Purchase Plan. 4.11 Amendment No. Two to Amended and Restated Dividend Reinvestment, Stock Purchase, Resident Stock Purchase and Employee Stock Purchase Plan. 4.12 Amended and Restated Dividend Reinvestment, Stock Purchase, Resident Stock Purchase and Employee Stock Purchase Plan. 4.13 Amendment No. Three to Amended and Restated Dividend Reinvestment, Stock Purchase, Resident Stock Purchase and Employee Stock Purchase Plan. 4.14 Directors' Stock Grant Plan. 4.15 Director, Officer and Employee Stock Purchase and Loan Program. 4.16 Home Properties of New York, Inc., Home Properties of New York, L.P. Executive Retention Plan. 4.17 Home Properties of New York, Inc. Deferred Bonus Plan. 4.18 Fourth Amended and Restated Dividend Reinvestment, Stock Purchase, Resident Stock Purchase and Employee Stock Purchase Plan. 4.19 Directors Deferred Compensation Plan. 4.20 Agency Fee and Warrant Agreement 4.21 Form of Warrant 4.22 Agency Fee and Warrant Agreement, Amendment No. 1 4.23 Home Properties of New York, Inc. Amendment Number One to the Amended and Restated Stock Benefit Plan 4.24 Fifth Amended and Restated Dividend Reinvestment, Stock Purchase, Resident Stock Purchase and Employee Stock Purchase Plan 4.25 Sixth Amended and Restated Dividend Reinvestment, Stock Purchase, Resident Stock Purchase and Employee Stock Purchase Plan 10.1 Second Amended and Restated Agreement of Limited Partnership of Home Properties of New York, L.P. 10.2 Amendments No. One through Eight to the Second Amended and Restated Agreement of Limited Partnership of Home Properties of New York, L.P. 10.3 Articles of Incorporation of Home Properties Management, Inc. 10.4 By-Laws of Home Properties Management, Inc. 10.5 Articles of Incorporation of Conifer Realty Corporation 10.6 Articles of Amendment to the Articles of Incorporation of Conifer Realty Corporation changing the name to Home Properties HP Resident Services, Inc. 10.7 By-Laws of Conifer Realty Corporation 10.8 Home Properties Trust Declaration of Trust, dated September 19, 1997. 10.9 Employment Agreement between Home Properties of New York, L.P. and Norman P. Leenhouts. 10.10 Amendments No. One, Two and Three to the Employment Agreement between Home Properties of New York, L.P. and Norman P. Leenhouts. 10.11 Employment Agreement between Home Properties of New York, L.P. and Nelson B. Leenhouts. 10.12 Amendments No. One, Two and Three to the Employment Agreement between Home Properties of New York, L.P. and Nelson B. Leenhouts. 10.13 Indemnification Agreement between Home Properties of New York, Inc. and certain officers and directors. 10.14 Indemnification Agreement between Home Properties of New York, Inc. and Richard J. Crossed 10.15 Indemnification Agreement between Home Properties of New York, Inc. and Alan L. Gosule. 10.16 Registration Rights Agreement among Home Properties of New York, Inc., Home Leasing Corporation, Leenhouts Ventures, Norman P. Leenhouts, Nelson B. Leenhouts, Amy L. Tait, David P. Gardner, Ann M. McCormick, William E. Beach, Paul O'Leary, Richard J. Struzzi, Robert C. Tait, Timothy A. Florczak and Laurie Tones. 10.17 Agreement of Operating Sublease, dated October 1, 1986, among KAM, Inc., Morris Massry and Raintree Island Associates, as amended by Letter Agreement Supplementing Operating Sublease dated October 1, 1986. 10.18 Form of Term Promissory Note payable to Home Properties of New York, Inc. by officers and directors in association with the Executive and Director Stock Purchase and Loan Program. 10.19 Form of Pledge Security Agreement executed by officers and directors in connection with Executive and Director Stock Purchase and Loan Program. 10.20 Schedule of Participants, loan amounts and shares issued in connection with the Executive and Director Stock Purchase and Loan Program. 10.21 Subordination Agreement between Home Properties of New York, Inc. and The Chase Manhattan Bank relating to the Executive and Director Stock Purchase and Loan Program. 10.22 Partnership Interest Purchase Agreement, dated as of December 23, 1996 among Home Properties of New York, Inc., Home Properties of New York, L.P. and State of Michigan Retirement Systems. 10.23 Registration Rights Agreement, dated as of December 23, 1996 between Home Properties of New York, Inc. and State of Michigan Retirement Systems. 10.24 Lock-Up Agreement, dated December 23, 1996 between Home Properties of New York, Inc. and State of Michigan Retirement Systems. 10.25 Agreement, dated as of April 13, 1998, between Home Properties of New York, Inc. and the Treasurer of the State of Michigan. 10.26 Amendment No. Nine to the Second Amended and Restated Agreement of Limited Partnership to the Operating Partnership. 10.27 Master Credit Facility Agreement by and among Home Properties of New York, Inc., Home Properties of New York, L.P., Home Properties WMF I LLC and Home Properties of New York, L.P. and P-K Partnership doing business as Patricia Court and Karen Court and WMF Washington Mortgage Corp., dated as of August 28, 1998. 10.28 First Amendment to Master Credit Facility Agreement, dated as of December 11, 1998 among Home Properties of New York, Inc., Home Properties of New York, L.P., Home Properties WMF I LLC and Home Properties of New York, L.P. and P-K Partnership doing business as Patricia Court and Karen Court and WMF Washington Mortgage Corp. and Fannie Mae. 10.29 Second Amendment to Master Credit Facility Agreement, dated as of August 30, 1999 among Home Properties of New York, Inc., Home Properties of New York, L.P., Home Properties WMF I LLC and Home Properties of New York, L.P. and P-K Partnership doing business as Patricia Court and Karen Court and WMF Washington Mortgage Corp. and Fannie Mae. 10.30 Amendments No. Ten through Seventeen to the Second Amended and Restated Limited Partnership Agreement. 10.31 Amendments No. Eighteen through Twenty-Five to the Second Amended and Restated Limited Partnership Agreement. 10.32 Credit Agreement, dated 8/23/99 between Home Properties of New York, L.P., the Lenders Party hereto and Manufacturers and Traders Trust Company, as Administrative Agent. 10.33 Amendment No. Twenty-Seven to the Second Amended and Restated Limited Partnership Agreement 10.34 Amendments Nos. Twenty-Six, Twenty-Eight through Thirty to the Second Amended and Restated Limited Partnership Agreement 10.35 Registration Rights Agreement between Home Properties of New York, Inc. and GE Capital Equity Investments, Inc., dated September 29, 1999. 10.36 Amendment to Partnership Interest Purchase Agreement and Exchange Agreement 10.37 2000 Stock Benefit Plan 10.38 Purchase Agreement between Home Properties of New York, Inc., The Prudential Insurance Company of America and Teachers Insurance and Annuity Association of America 10.39 Purchase Agreement between Home Properties of New York, Inc. and The Equitable Life Assurance Society of the United States 10.40 Purchase Agreement between Home Properties of New York, Inc. and the Pacific Life Insurance Company and AEW Capital Management 10.41 Home Properties of New York, L.P. Amendment Number One to Executive Retention Plan 10.42 Amendments Nos. Thirty-One and Thirty-Two to the Second Amended and Restated Limited Partnership Agreement 10.43 Form of Purchase and Sale Agreement between Blackhawk Apartments Limited Partnership and Home Properties of New York, L.P. 10.44 Form of Purchase and Sale Agreement between Home Properties of New York, L.P. and Caesar Figoni 10.45 Form of Real Estate Purchase Agreement between Smith Property Holdings Orleans, LLC and Home Properties of New York, L.P. 10.46 Purchase Agreement between Home Properties of New York, Inc., The Prudential Insurance Company of America and Teachers Insurance and Annuity Association of America 10.47 Employment Agreement between Home Properties of New York, L.P., Home Properties of New York, Inc. and Edward J. Pettinella, and Amendment No. 1 thereto. 10.48 Consulting Agreement between Home Properties of New York, L.P. and Amy L. Tait 10.49 Amendment No. Thirty Three to the Second Amended and Restated Limited Partnership Agreement 10.50 Amendment No. Thirty Five to the Second Amended and Restated Limited Partnership Agreement 10.51 Amendment No. Forty Two to the Second Amended and Restated Limited Partnership Agreement 10.52 Amendment No. Thirty Four, Thirty Six through Forty One, Forty Three and Forty-Four to the Second Amended and Restated Limited Partnership Agreement 10.53 Purchase and Sale Agreement among Home Properties of New York, L.P., Conifer Realty Corporation and Conifer Realty, LLC, and Amendments Nos. One and Two thereto 11 Computation of Per Share Earnings Schedule. 21 List of Subsidiaries of Home Properties of New York, Inc. 23 Consent of PricewaterhouseCoopers LLP. 99 Additional Exhibits -- Debt Summary Schedule
SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on its behalf by the undersigned thereunto duly authorized. HOME PROPERTIES OF NEW YORK, INC. /S/ NORMAN P. LEENHOUTS ----------------------- Norman P. Leenhouts Director, Chairman of the Board of Directors and Co-Chief Executive Officer (Co-Principal Executive Officer) Date: March 22, 2001 Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed by the following persons on behalf of Home Properties of New York, Inc. and in the capacities and on the dates indicated.
Signature Title Date /S/ NORMAN P. LEENHOUTS Director, Chairman of the March 22, 2001 - ----------------------- Norman P. Leenhouts Board of Directors and Co-Chief Executive Officer (Co-Principal Executive Officer) /S/ NELSON B. LEENHOUTS Director, President and March 22, 2001 - ----------------------- Nelson B. Leenhouts Co-Chief Executive Officer (Co-Principal Executive Officer) /S/ EDWARD J. PETTINELLA Director, Executive Vice President March 22, 2001 - --------------------------- Edward J. Pettinella /S/ DAVID P. GARDNER Senior Vice President, Chief Financial March 22, 2001 - --------------------------- David P. Gardner Officer (Principal Financial and Accounting Officer) /S/ ROBERT J. LUKEN Vice President, Treasurer and Controller March 22, 2001 - --------------------------- Robert J. Luken /S/ BURTON S. AUGUST, SR. Director March 22, 2001 - --------------------------- Burton S. August, Sr. /S/ WILLIAM BALDERSTON, III Director March 22, 2001 - --------------------------- William Balderston, III /S/ ALAN L. GOSULE Director March 22, 2001 - --------------------------- Alan L. Gosule /S/ LEONARD F. HELBIG, III Director March 22, 2001 - --------------------------- Leonard F. Helbig, III /S/ ROGER W. KOBER Director March 22, 2001 - --------------------------- Roger W. Kober /S/ ALBERT H. SMALL Director March 22, 2001 - --------------------------- Albert H. Small /S/ CLIFFORD W. SMITH, JR. Director March 22, 2001 - --------------------------- Clifford W. Smith, Jr. /S/ PAUL L. SMITH Director March 22, 2001 - ------------------ Paul L. Smith /S/ AMY L. TAIT Director March 22, 2001 - --------------------------- Amy L. Tait HOME PROPERTIES OF NEW YORK, INC. INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE PAGE Report of Independent Accountants F-2 Consolidated Balance Sheets as of December 31, 2000 and 1999 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2000, 1999 and 1998 F-4 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2000, 1999 and 1998 F-5 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2000, 1999 and 1998 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2000, 1999 and 1998 F-7 Notes to Consolidated Financial Statements F-8 Schedule III: Real Estate and Accumulated Depreciation F-27 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of Home Properties of New York, Inc. In our opinion, the consolidated financial statements listed in the index appearing under Item 14(a)(1) and (2) on page 41 present fairly, in all material respects, the financial position of Home Properties of New York, Inc. at December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 14(a)(1) and (2) on page 41 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. /s/PricewaterhouseCoopers LLP. PricewaterhouseCoopers LLP Rochester, New York January 29, 2001
HOME PROPERTIES OF NEW YORK, INC. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2000 and 1999 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) 2000 1999 ---- ---- ASSETS Real estate: Land $247,483 $194,468 Buildings, improvements and equipment 1,647,786 1,286,285 ----------- ----------- 1,895,269 1,480,753 Less: accumulated depreciation ( 153,324) ( 101,904) ------------ ------------ Real estate, net 1,741,945 1,378,849 Cash and cash equivalents 10,449 4,742 Cash in escrows 36,676 28,281 Accounts receivable 11,510 6,842 Prepaid expenses 13,505 9,423 Deposits 877 897 Investment in and advances to affiliates 45,048 63,450 Deferred charges 3,825 2,610 Other assets 8,053 8,523 -------------- -------------- Total assets $1,871,888 $1,503,617 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Mortgage notes payable $832,783 $618,901 Line of Credit - 50,800 Accounts payable 18,577 11,765 Accrued interest payable 5,236 3,839 Accrued expenses and other liabilities 7,197 6,391 Security deposits 18,290 14,918 ------------ ------------ Total liabilities 882,083 706,614 ----------- ----------- Commitments and contingencies Minority interest 371,544 299,880 ------------ ----------- 8.36% Series B convertible cumulative preferred stock, liquidation preference of $25.00 per share; 2,000,000 shares issued and outstanding, net of issuance costs 48,733 48,733 ------------- ------------ Stockholders' equity: Preferred stock, $.01 par value; 10,000,000 shares authorized; 2,816,667 and 1,666,667 shares issued and outstanding at December 31, 2000 and 1999, respectively 149,000 35,000 Common stock, $.01 par value; 80,000,000 shares authorized; 21,565,681 and 19,598,464 shares issued and outstanding at December 31, 2000 and 1999, respectively 216 196 Excess stock, $.01 par value; 10,000,000 shares authorized; no shares issued - - Additional paid-in capital 483,453 461,345 Distributions in excess of accumulated earnings ( 53,517) ( 38,294) Officer and director notes for stock purchases ( 9,624) ( 9,857) --------------- --------------- Total stockholders' equity 569,528 448,390 ------------ ------------ Total liabilities and stockholders' equity $1,871,888 $1,503,617 ========== ==========
The accompanying notes are an integral part of these consolidated financial statements.
HOME PROPERTIES OF NEW YORK, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) 2000 1999 1998 ---- ---- ---- Revenues: Rental income $298,860 $217,591 $137,557 Property other income 11,389 6,878 3,614 Interest and dividend income 7,746 7,092 5,102 Other income 1,053 2,902 2,970 ---------- ---------- ---------- Total Revenues 319,048 234,463 149,243 -------- -------- -------- Expenses: Operating and maintenance 128,034 95,200 63,136 General and administrative 13,235 10,696 6,685 Interest 56,792 39,558 23,980 Depreciation and amortization 52,430 37,350 23,191 Loss on available-for-sale securities - 2,123 - Non-recurring acquisition expense - 6,225 - -------------- ---------- --------------- Total Expenses 250,491 191,152 116,992 -------- -------- -------- Income before gain (loss) on disposition of property, minority interest and extraordinary item 68,557 43,311 32,251 Gain (loss) on disposition of property (1,386) 457 - ----------- ----------- -------------- Income before minority interest and extraordinary item 67,171 43,768 32,251 Minority interest 25,715 17,390 12,603 --------- --------- --------- Income before extraordinary item 41,456 26,378 19,648 Extraordinary item, prepayment penalties, net of $78 in 1999 and $595 in 1998 allocated to minority interest - ( 96) ( 960) -------------- ------------- ----------- Net income before preferred dividends 41,456 26,282 18,688 Preferred dividends ( 12,178) ( 1,153) - ---------- ---------- -------------- Net income available to common shareholders $29,278 $25,129 $18,688 ======= ======= ======= Basic earnings per share data: Income before extraordinary item $1.42 $ 1.35 $ 1.41 Extraordinary item - ($ .01) ($ .07) ------- ----------- ----------- Net income available to common shareholders $1.42 $ 1.34 $ 1.34 ===== ======== ========== Diluted earnings per share data: Income before extraordinary item $1.41 $ 1.35 $ 1.40 Extraordinary item - ($ .01) ($ .07) ------- --------- ---------- Net income available to common shareholders $1.41 $ 1.34 $ 1.33 ===== ======== ========== Weighted average number of shares outstanding: Basic 20,639,241 18,697,731 13,898,221 ========== ========== ========== Diluted 20,755,721 18,800,907 14,022,329 ========== ========== ==========
The accompanying notes are an integral part of these consolidated financial statements. HOME PROPERTIES OF NEW YORK, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Preferred Distributions Officer/ Stock at Additional in Excess Director Liquidation COMMON STOCK Paid-In of Accumulated Treasury Notes for Preference Share Amount Capital Accumulated Comprehensive Stock Earnings Income Stock Purchase ----------- -------- -------- -------- ----------- ------------- -------- ---------- Balance, January 1, 1998 $ - 9,317,556 $ 93 $176,021 ($19,700) $ - ($ 426) ($ 4,556) Issuance of common stock, net 8,301,072 83 205,483 ( 5,236) Interest on notes for stock ( 151) Purchase Net income 18,688 Unrealized loss on available- for-sale securities (1,607) Conversion of UPREIT Units for 75,972 1 800 Stock Purchase of treasury stock ( 59,600) (1,437) Adjustment of minority interest 19,510 Dividends paid ($1.83 per share) (25,610) ----------- -------- -------- ------- -------- ----------- --------- -------- Balance, December 31, 1998 - 17,635,000 177 401,814 (26,622) (1,607) (1,863) ( 9,943) Issuance of common stock, net 2,025,288 20 50,290 Conversion of partnership interest for 1,666,667 shares of Series A Preferred stock 35,000 448 Payments on notes for stock 226 purchase Interest on notes for stock ( 140) purchase Net income 26,282 Change in unrealized loss on available-for-sale securities 1,607 Conversion of UPREIT Units for 63,476 1 1,322 stock Purchase and retirement of ( 125,300) (2) (4,835) 1,863 treasury stock Adjustment of minority interest 12,306 Preferred dividends (1,057) Dividends paid ($1.97 per share) (36,897) ----------- -------- -------- ------- -------- ----------- ---------- -------- Balance, December 31, 1999 35,000 19,598,464 196 461,345 (38,294) - - ( 9,857) Issuance of common stock, net 2,108,275 21 55,914 Issuance of preferred stock, net 114,000 (1,706) Payments on notes for stock 375 purchase Interest on notes for stock (142) purchase Net income 41,456 Conversion of UPREIT Units for 327,542 3 7,385 stock Purchase and retirement of ( 468,600) (4) (12,600) treasury stock Adjustment of minority interest (26,825) Preferred dividends (12,179) Dividends paid ($2.16 per share) (44,500) ----------- -------- -------- ------- -------- ----------- ---------- -------- Balance, December 31, 2000 $ 149,000 21,565,681 $ 216 $483,453 ($53,517) $ - $ - ($9,624) ========== ========== ==== ======== ========= =========== ========== ======== -
The accompanying notes are an integral part of these consolidated financial statements. HOME PROPERTIES OF NEW YORK, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (IN THOUSANDS)
2000 1999 1998 ---- ---- ---- Net income available to common shareholders $29,278 $25,129 $18,688 Comprehensive income: Change in unrealized loss on available-for-sale securities - 1,607 (1,607) -------- ------- ------- Net comprehensive income $29,278 $26,736 $17,081 ======= ======= =======
The accompanying notes are an integral part of these consolidated financial statements. HOME PROPERTIES OF NEW YORK, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (IN THOUSANDS)
2000 1999 1998 ---- ---- ---- Cash flows from operating activities: Net income before preferred dividends $ 41,456 $26,282 $18,688 -------- ------- ------- Adjustments to reconcile net income before preferred dividends to net cash provided by operating activities: Equity in income of affiliates 1,746 ( 201) 146 Income allocated to minority interest 25,715 17,390 12,603 Extraordinary item allocated to minority interest - ( 78) ( 595) Depreciation and amortization 52,995 38,066 24,405 Unrealized loss on available-for-sale securities - - 1,607 Loss on available-for-sale securities - 2,123 - Loss (Gain) on disposition of property 1,386 ( 457) - Changes in assets and liabilities: Other assets ( 8,488) (2,884) ( 6,236) Accounts payable and accrued liabilities 12,387 10,285 9,930 -------- ------ ------- Total adjustments 85,741 64,244 41,860 -------- ------ ------ Net cash provided by operating activities 127,197 90,526 60,548 -------- ------ ------ Cash flows used in investing activities: Purchase of properties and other assets, net of mortgage notes assumed and UPREIT Units issued (106,438) (130,789) (225,490) Additions to properties ( 92,603) ( 61,034) ( 42,896) Deposits on property 20 ( 722) 430 Advances to affiliates ( 33,481) ( 48,888) ( 54,105) Payments on advances to affiliates 42,311 39,916 35,922 Proceeds from sale of properties 11,746 1,099 - Sale (purchase) of available-for-sale securities - 9,526 ( 11,649) --------- --------- ---------- Net cash used in investing activities (178,445) (190,892) (297,788) -------- --------- -------- Cash flows from financing activities: Proceeds from sale of preferred stock, net 112,294 48,733 - Proceeds from sale of common stock, net 56,168 50,397 200,179 Purchase of treasury stock ( 12,664) ( 2,974) ( 1,437) Proceeds from mortgage notes payable 84,432 32,978 187,481 Payments of mortgage notes payable ( 33,517) ( 36,345) ( 60,536) Proceeds from line of credit 97,000 104,700 156,800 Payments on line of credit (147,800) ( 53,900) (165,550) Additions to deferred loan costs ( 1,781) ( 576) ( 2,329) Additions to cash escrows, net ( 8,395) ( 10,850) ( 7,220) Dividends and distributions paid ( 88,782) ( 60,501) ( 40,511) ---------- --------- ---------- Net cash provided by financing activities 56,955 71,662 266,877 --------- -------- ------- Net increase (decrease) in cash and cash equivalents 5,707 ( 28,704) 29,637 Cash and cash equivalents: Beginning of year 4,742 33,446 3,809 -------- --------- --------- End of year $ 10,449 $ 4,742 $33,446 ======== ========= =======
The accompanying notes are an integral part of these consolidated financial statements. HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) 1 ORGANIZATION AND BASIS OF PRESENTATION ORGANIZATION Home Properties of New York, Inc. (the " Company " ) was formed in November 1993, as a Maryland corporation and is engaged primarily in the ownership, management, acquisition, rehabilitation and development of apartment communities in the Northeastern, Mid-Atlantic and Midwestern United States. The Company conducts its business through Home Properties of New York, L.P. (the "Operating Partnership"), a New York limited partnership. As of December 31, 2000, the Company operated 319 apartment communities with 50,912 apartments. Of this total, the Company owned 147 communities, consisting of 39,041 apartments, managed as general partner 136 partnerships that owned 8,325 apartments and fee managed 3,546 apartments for affiliates and third parties. The Company also fee managed 1.0 million square feet of office and retail properties. BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of the Company and its 62.5% (62.4% at December 31, 1999) partnership interest in the Operating Partnership. The remaining 37.5% (37.6% at December 31, 1999) is reflected as Minority Interest in these consolidated financial statements. Investments in which the Company does not have control are presented on the equity method. All significant intercompany balances and transactions have been eliminated in these consolidated financial statements. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES REAL ESTATE Real estate is recorded at cost. Costs related to the acquisition, development, construction and improvement of properties are capitalized. Interest costs are capitalized until construction is substantially complete. When retired or otherwise disposed of, the related cost and accumulated depreciation are cleared from the respective accounts and the net difference, less any amount realized from disposition, is reflected in income. There was $260, $263 and $189 of interest capitalized in 2000, 1999 and 1998, respectively. Ordinary repairs and maintenance are expensed as incurred. The Company reviews its properties on a quarterly basis to determine if its carrying costs will be recovered from future operating cash flows. In cases where the Company does not expect to recover its carrying costs, the Company recognizes an impairment loss. No such losses have been recognized to date. DEPRECIATION Properties are depreciated using a straight-line method over the estimated useful lives of the assets as follows: buildings, improvements and equipment - 5-40 years; and tenant improvements - life of related lease. Depreciation expense charged to operations was $52,221, $37,176 and $23,067 for the years ended December 31, 2000, 1999 and 1998, respectively. HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) CASH AND CASH EQUIVALENTS For purposes of the consolidated statements of cash flows, cash and cash equivalents include all cash and highly liquid investments purchased with original maturities of three months or less. The Company estimates that the fair value of cash equivalents approximates the carrying value due to the relatively short maturity of these instruments. CASH IN ESCROWS Cash in escrows consists of cash restricted under the terms of various loan agreements to be used for the payment of property taxes and insurance as well as required replacement reserves and tenant security deposits for residential properties. DEFERRED CHARGES Costs relating to the financing of properties are deferred and amortized over the life of the related agreement. The straight-line method, which approximates the effective interest method, is used to amortize all financing costs. The range of the terms of the agreements are from 1-23 years. Accumulated amortization was $1,270, $1,165 and $2,592 as of December 31, 2000, 1999 and 1998, respectively. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. ADVERTISING Advertising expenses are charged to operations during the year in which they were incurred. Advertising expenses incurred and charged to operations were approximately $5,366, $3,966 and $2,891 for the years ended December 31, 2000, 1999 and 1998, respectively. REVENUE RECOGNITION The Operating Partnership leases its residential properties under leases with terms generally one year or less. Rental income is recognized when earned. Property other income, which consists primarily of income from operation of laundry facilities, administrative fees, garage and carport rentals and miscellaneous charges to residents, is recognized when earned. The Operating Partnership earns development and other fee income from properties in the development phase. This fee income is recognized on the percentage of completion method. HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INCOME TAXES The Company has elected to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 1994. As a result, the Company generally will not be subject to Federal or State income taxation at the corporate level to the extent it distributes annually at least 95% (reduced to 90% effective January 1, 2001) of its REIT taxable income to its shareholders and satisfies certain other requirements. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements for the years ended December 31, 2000, 1999 and 1998. Stockholders are taxed on dividends and must report such dividends as either ordinary income, capital gains, or as return of capital. EARNINGS PER SHARE Basic Earnings Per Share ("EPS") is computed as net income available to common shareholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock-based compensation including stock options and the conversion of any cumulative convertible preferred stock. The exchange of an Operating Partnership Unit for common stock will have no effect on diluted EPS as unitholders and stockholders effectively share equally in the net income of the Operating Partnership. Income before extraordinary item, extraordinary item and net income available to common shareholders are the same for both the basic and diluted calculation. The reconciliation of the basic and diluted earnings per share for the years ended December 31, 2000, 1999 and 1998 is as follows:
2000 1999 1998 ---- ---- ---- Net Income before preferred dividends $41,456 $26,282 $18,688 Less: Preferred dividends (12,178) (1,153) - ------- ------- ------- Net income available to common shareholders $29,278 $25,129 $18,688 ======= ======= ======= Basic weighted average number of shares outstanding 20,639,241 18,697,731 13,898,221 Effect of dilutive stock options 116,480 103,176 124,108 ---------- ----------- ----------- Diluted weighted average number of shares outstanding 20,755,721 18,800,907 14,022,329 ========== ========== ========== Basic earnings per share $1.42 $1.34 $1.34 ===== ===== ===== Diluted earnings per share $1.41 $1.34 $1.33 ===== ===== =====
HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2 SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (CONTINUED) EARNINGS PER SHARE (CONTINUED) Unexercised stock options to purchase 1,270,300 (including warrants of 525,000 issued with the Series C and E Preferred Stock issuance) , 713,600 and 138,500 shares of the Company's common stock were not included in the computations of diluted EPS because the options' exercise prices were greater than the average market price of the Company's stock during the years ended December 31, 2000, 1999 and 1998, respectively. For the year ended December 31, 2000, the 4,816,667 shares of the Series A, B, C, D and E Convertible Cumulative Preferred Stock (7,112,381 common stock equivalents) on an as-converted basis has an antidilutive effect and is not included in the computation of diluted EPS. 3 INVESTMENT IN AND ADVANCES TO AFFILIATES The Company has investments in and advances to approximately 143 limited partnerships where the Company acts as managing general partner. In addition, there are investments in other affiliated entities. The following is summarized financial information for the investment in and advances to affiliates carried under the equity method of accounting as of December 31, 2000 and 1999 and for each of the three years ended December 31, 2000.
2000 1999 Balance Sheets: Real estate, net $293,616 $269,088 Other assets 34,023 36,228 ---------- ---------- Total assets $327,639 $305,316 ======== ======== Mortgage notes payable $257,834 $224,760 Advances from general partner 21,957 39,717 Other liabilities 18,558 12,379 Partners' equity 29,290 28,460 --------- --------- Total liabilities and partners' equity $327,639 $305,316 ======== ======== 2000 1999 1998 ---- ---- ---- Operations: Gross revenues $44,053 $42,059 $38,958 Operating expenses ( 26,627) ( 26,683) ( 21,078) Mortgage interest expense ( 12,198) ( 10,398) ( 8,036) Depreciation and amortization ( 12,964) ( 11,257) ( 10,725) --------- -------- --------- Net loss ( $ 7,736) ($ 6,279) ($ 881) ========= ======== ========== Company's share (included in property other income) $ 45 $ 45 ($ 259) ========= ======== ==========
HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 3 INVESTMENT IN AND ADVANCES TO AFFILIATES (CONTINUED) Reconciliation of interests in the underlying net assets to the Company's carrying value of property investments in and advances to affiliates:
2000 1999 ---- ---- Partners' equity, as above $29,290 $28,460 Equity of other partners 24,217 24,784 -------- -------- Company's share of investments in limited partnerships 5,073 3,676 Advances to limited partnerships, as above 21,957 39,717 -------- -------- Company's investment in and advances to limited partnerships 27,030 43,393 Company's investment in Management Companies (see Note 9) ( 1,516) 275 Company's advances to Management Companies 19,534 19,782 -------- -------- Carrying value of investments in and advances to affiliates $45,048 $63,450 ======= =======
4 MORTGAGE NOTES PAYABLE The Company's mortgage notes payable are summarized as follows: 2000 1999 ---- ---- Fixed rate mortgage notes payable $823,488 $612,566 Variable rate mortgage notes payable 9,295 6,335 ---------- ----------- Total mortgage notes payable $832,783 $618,901 ======== ======== Mortgage notes payable are collateralized by certain apartment communities and mature at various dates from November, 2001 through June, 2036. The weighted average interest rate of the Company's variable rate notes and credit facility was 6.54% at December 31, 2000. The weighted average interest rate of the Company's fixed rate notes was 7.41% and 7.39% at December 31, 2000 and 1999, respectively. Principal payments on the mortgage notes payable for years subsequent to December 31, 2000 are as follows: 2001 $13,918 2002 55,964 2003 49,235 2004 28,798 2005 39,297 Thereafter 645,571 -------- $832,783 ======== The Company determines the fair value of the mortgage notes payable based on the discounted future cash flows at a discount rate that approximates the Company's current effective borrowing rate for comparable loans. Based on this analysis, the Company has determined that the fair value of the mortgage notes payable approximates $858,743 at December 31, 2000. HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 4 MORTGAGE NOTES PAYABLE (CONTINUED) The Company has incurred prepayment penalties on debt restructurings which are accounted for as extraordinary items in the statement of operations. Prepayment penalties were approximately $0, $174 and $1,555 for the years ended December 31, 2000, 1999 and 1998, respectively. The 2000 paydowns totaled $25,067 from two debt instruments which were refinanced by two new borrowings in excess of $39,000. The 1999 paydowns totaled $13,669 from four debt instruments which were paid off from available cash on hand. 5 LINE OF CREDIT As of December 31, 2000, the Company had an unsecured line of credit from M&T Bank of $100,000 with no outstanding borrowings. The facility expires on September 1, 2002. Borrowings bear interest at 1.25% over the one-month LIBOR rate. The LIBOR interest rate was 6.56% at December 31, 2000. 6 MINORITY INTEREST Minority interest in the Company relates to the interest in the Operating Partnership not owned by Home Properties of New York, Inc. Units in the Operating Partnership ("UPREIT Units") are exchangeable on a one-for-one basis into common shares. On December 30, 1996, $35 million was raised in a private placement through the sale of a Class A Limited Partnership Interest to a state pension fund. The interest, which can be converted into 1,666,667 shares of common stock, will receive a preferred return equal to the greater of: (a) 9.25% on the original investment during the first two years ending on December 30, 1998, declining to 9.0% up to and including December 30, 2003; or (b) the actual dividends paid to common shareholders on 1,666,667 shares. On December 22, 1999, the holder of the Class A Limited Partnership Interest converted its ownership to Series A Preferred stock. The changes in minority interest for the two years ended December 31 are as follows:
2000 1999 ---- ---- Balance, beginning of year $299,880 $204,709 Issuance of UPREIT Units associated with property acquisitions 58,616 149,483 Adjustment from minority interest to stockholders' equity 26,825 ( 12,306) Exchange of UPREIT Units for Shares ( 7,387) ( 1,323) Exchange of partnership interests for Series A Preferred stock - ( 35,448) Net income 25,714 17,312 Distributions (32,104) ( 22,547) --------- -------- Balance, end of year $371,544 $299,880 ======== ========
HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7 PREFERRED STOCK AND STOCKHOLDERS' EQUITY PREFERRED STOCK On May 22, 2000 and June 19, 2000, the Company privately placed 400,000 and 200,000 of its 8.75% Series C convertible cumulative preferred stock ("Series C Preferred"), $100 liquidation preference per share. These offerings generated net proceeds of approximately $60 million. The net proceeds were used to fund acquisitions and property upgrades. The Series C Preferred Shares are convertible at any time by the holder into Common Shares at a conversion price of $30.25 per Common Share, equivalent to a conversion ratio of 3.3058 Common Shares for each Series C preferred Share (equivalent to 1,983,471 Common Shares assuming 100% converted). The Series C Preferred Shares are non-callable for five years. Each Series C Preferred Share will receive the greater of a quarterly distribution of $2.1875 per share or the dividend paid on a share of common stock on an as-converted basis. The Company also issued 240,000 additional warrants to purchase common shares at a price of $30.25 per share, expiring in five years. On June 5, 2000, the Company privately placed 250,000 of its 8.78% Series D convertible cumulative preferred stock ("Series D Preferred"), $100 liquidation preference per share. This offering generated net proceeds of approximately $25 million. The net proceeds were used to fund Company acquisitions and property upgrades. The Series D Preferred shares are convertible at any time by the holder into Common Shares at a conversion price of $30.00 per Common Share, equivalent to a conversion ratio of 3.333 Common Shares for each Series D Preferred Share (equivalent to 833,333 Common Shares assuming 100% converted). The Series D Preferred Shares are non-callable for five years. Each Series D Preferred Share will receive the greater of a quarterly distribution of $2.195 per share or the dividend paid on a share of common stock on an as-converted basis. On December 22, 2000, the company privately placed 300,000 of its 8.55% Series E convertible cumulative preferred stock ("Series E Preferred"), $100 liquidation preference per share. This offering generated net proceeds of approximately $30 million. The net proceeds were used to pay down Company borrowings. The Series E Preferred shares are convertible at any time by the holder into Common Shares at a conversion price of $31.60 per Common Share, equivalent to a conversion ratio of 3.1646 Common Shares for each Series E Preferred Share (equivalent to 949,367 Common Shares assuming 100% converted). The Series E Preferred Shares are non-callable for five years. Each Series E Preferred Share will receive the greater of a quarterly distribution of $2,1375 per share or the dividend paid on a share of common stock on an as-converted basis. In addition, the company issued warrants to purchase 285,000 common shares at a price of $31.60 per share, expiring in five years. On September 30, 1999, the Company privately placed 2,000,000 of its 8.36% Series B convertible cumulative preferred stock ("Series B Preferred"), $25 liquidation preference per share. This offering generated net proceeds of approximately $48.7 million after offering costs of $1.3 million. The net proceeds were used to pay down Company borrowings. The Series B Preferred shares are convertible at any time by the holder into Common Shares at a conversion price of $29.77 per Common Share, equivalent to a conversion ratio of .8398 Common Shares for each Series B Preferred Share (equivalent to 1,679,543 Common Shares assuming 100% converted). The Series B Preferred Shares are non-callable for five years. Each Series B Preferred Share will receive the greater of a quarterly distribution of $0.5225 per share or the dividend paid on a share of common HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7 PREFERRED STOCK AND STOCKHOLDERS' EQUITY (CONTINUED) PREFERRED STOCK (CONTINUED) stock on an as converted basis. The Company has determined that the Series B Preferred shares contain certain contingent provisions that could cause such shares to be redeemable at the option of the holder and has presented this class of preferred stock outside of stockholders' equity. On December 22, 1999, the holder of the Class A limited partnership interests converted its ownership to 9% Series A Preferred stock, liquidation preference of $21.00 per Common Share, total shares outstanding of 1,666,667. The conversion to preferred stock occurred at the Company's request and permits the Operating Partnership to continue to use favorable tax depreciation methods. The Series A Preferred shares are convertible at any time by the holder on a one-for-one basis into Common Shares. Each Series A Preferred share will receive a quarterly distribution equal to the greater of 9% per annum multiplied by the liquidation preference or the dividend paid on a share of common stock. The current dividend of $.57 per quarter (effective with the November, 2000 dividend) is equivalent to an annualized rate of $2.28 per share, which exceeds the 9% preferred return. On and after December 30, 2003, each preferred share will receive the dividend paid on a share of common stock as long as the actual distributions paid in each of the prior eight consecutive quarters equaled or exceeded a 9.25% annual return. Any unconverted interest can be redeemed without premium by the Company after December 30, 2006. DIVIDEND REINVESTMENT PLAN The Company has adopted the Dividend Reinvestment, Stock Purchase, Resident Stock Purchase and Employee Stock Purchase Plan (the "DRIP" ). The DRIP provides the stockholders of the Company an opportunity to automatically invest their cash dividends at a discount of 3% from the market price. In addition, eligible participants may make monthly or other voluntary cash investments, also typically at a discount, which has varied between 2% and 3% from the market price, in shares of common stock. A total of $57 million, $49 million, and $72 million, net of officer and director notes, was raised through this program during 2000, 1999 and 1998, respectively. Effective April 10, 2001, the DRIP will be amended to reduce the discount from the current market price from 3% to 2%. The maximum amount that can be invested without the Company's prior permission will also be reduced from $5,000 to $1,000. OFFICER AND DIRECTOR NOTES FOR STOCK PURCHASES On August 12, 1996, eighteen officers and the six independent directors purchased an aggregate of 208,543 shares of Common Stock through the DRIP at the price of $19.79. The purchases were financed 50% from a bank loan and 50% by a recourse loan from the Company. The Company loans bear interest at 7% per annum and mature in August, 2016. The Company loans are subordinate to the above-referenced bank loans, and are collateralized by pledges of the 208,543 common shares. The loans are expected to be repaid from the regular quarterly dividends paid on the shares of common stock pledged, after the corresponding bank loans are paid in full. On November 10, 1997, twenty-one officers and five of the independent directors purchased an aggregate of 169,682 shares of common stock through the DRIP at the price of $26.66. The purchases were financed 50% from a bank loan and 50% by a recourse loan from the Company. HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7 PREFERRED STOCK AND STOCKHOLDERS' EQUITY (CONTINUED) OFFICER AND DIRECTOR NOTES FOR STOCK PURCHASES (CONTINUED) The Company loans bear interest at 6.7% per annum and mature in November, 2017. The Company loans are subordinate to the above-referenced bank loans, and are collateralized by pledges of the 169,682 common shares. The loans are expected to be repaid from the regular quarterly dividends paid on the shares of common stock pledged, after the corresponding bank loans are paid in full. STOCK PURCHASE AND LOAN PLAN In May, 1998, the Company adopted the Director, Officer and Employee Stock Purchase and Loan Plan (the "Stock Purchase Plan"). The program provides for the sale and issuance, from time to time as determined by the Board of Directors, of up to 500,000 shares of the Company's Common Stock to the directors, officers and key employees of the Company for consideration of not less than 97% of the market price of the Common Stock. The Stock Purchase Plan also allows the Company to loan the participants up to 100% of the purchase price (50% for non-employee directors). On August 12, 1998, thirty officers/key employees and the six independent directors purchased an aggregate of 238,239 shares of common stock through the Stock Purchase Plan at the price of $24.11. The purchases for the officers/key employees were financed 100% by a recourse loan from the Company (50% for non-employee directors). The loans bear interest at 7.13% per annum and mature on the earlier of the maturity of the 1996 and 1997 phases of the loan program or August, 2018. The loans are collateralized by pledges of the common stock and are expected to be repaid from the regular quarterly dividends paid on the shares. DIVIDENDS Stockholders are taxed on dividends and must report such dividends as either ordinary income, capital gains, or as return of capital. The appropriate amount of each per common share is as follows: ORDINARY INCOME RETURN OF CAPITAL 1998 79.4% 20.6% 1999 85.6% 14.4% 2000 91.0% 9.0% TOTAL SHARES/UNITS OUTSTANDING At December 31, 2000, 21,565,681 common shares, 7,112,381 convertible preferred shares (on a diluted basis) and 15,854,496 UPREIT Units were outstanding for a total of 44,532,558. HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 8 SEGMENT REPORTING The Company is engaged in one primary business segment - the ownership and management of market rate apartment communities (segregated as Core and Non-core properties). Company management views each apartment community as a separate component of the operating segment. Non-segment revenue to reconcile total revenue consists of unconsolidated management and development fees and interest income. Non-segment assets to reconcile to total assets include cash, cash in escrows, accounts receivable, prepaid expenses, deposits, investments in and advances to affiliates, deferred charges and other assets. Core properties consist of all apartment communities which have been owned more than one full calendar year. Therefore, the 2000 Core represents communities owned as of December 31, 1998. Non-core properties consist of apartment communities acquired during 1999 and 2000, such that full year comparable operating results are not available. The accounting policies of the segment is the same as those described in Note 1. The Company assesses and measures segment operating results based on a performance measure referred to as Funds from Operations ("FFO"). The National Association of Real Estate Investment Trusts defines FFO as net income (loss), before gains (losses) from the sale of property, extraordinary items, plus real estate depreciation including adjustments for unconsolidated partnerships and joint ventures. FFO is not a measure of operating results or cash flows from operating activities as measured by generally accepted accounting principles and it is not indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 8 SEGMENT REPORTING (CONTINUED) The revenues, profit (loss), and assets for the reportable segment are summarized as follows for the years ended December 31, 2000, 1999, and 1998.
2000 1999 1998 ---- ---- ---- REVENUES Apartments owned Core properties $ 194,903 $182,892 $141,171 Non-core properties 115,346 41,577 - Reconciling items 8,799 9,994 8,072 ------------ ---------- ---------- Total Revenue $ 319,048 $234,463 $149,243 ========== ======== ======== PROFIT (LOSS) Funds from operations: Apartments owned Core properties $ 111,147 $103,322 $78,035 Non-core properties 71,068 25,947 - Reconciling items 8,799 9,994 8,072 ------------- -------- -------- Segment contribution to FFO 191,014 139,263 86,107 General & administrative expenses ( 13,235) ( 10,696) ( 6,685) Interest expense ( 56,792) ( 39,558) (23,980) Unconsolidated depreciation 383 458 733 Non-recurring amortization - - 294 Non-real estate depreciation/amort. ( 516) ( 335) ( 209) -------------- ---------- ----------- Funds from Operations 120,854 89,132 56,260 Depreciation - apartments owned ( 51,914) (37,015) (22,982) Unconsolidated depreciation ( 383) ( 458) ( 733) Non-recurring amortization - - ( 294) Non-recurring acquisition expense - ( 6,225) - Loss on available-for-sale securities - ( 2,123) - Gain (loss) on disposition of properties ( 1,386) 457 - Minority interest in earnings ( 25,715) (17,390) (12,603) Extraordinary items, net of minority interest ( 96) ( 960) --------------- ---------- --------- - Net Income before preferred dividends $ 41,456 $26,282 $18,688 =========== ======= ======= ASSETS Apartments owned $1,741,945 $1,378,849 $875,161 Reconciling items 129,943 124,768 137,074 --------- ------------ ------------ Total Assets $1,871,888 $1,503,617 $1,012,235 ========== ========== ========== REAL ESTATE CAPITAL EXPENDITURES New property acquisitions $ 328,021 $480,564 $376,735 Apartment improvements 92,603 61,034 42,896 ------------ --------- --------- Total Real Estate Capital Expenditures $ 420,624 $541,598 $419,631 ========== ======== ========
HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 9 MANAGEMENT COMPANIES Certain property management, leasing and development activities are performed by Home Properties Management, Inc. and Home Properties Resident Services, Inc. (formerly Conifer Realty Corp.) (the "Management Companies"). The Management Companies issued non-voting common stock to the Operating Partnership in exchange for management contracts for residential, commercial, and development managed properties and certain other assets. This exchange entitles the Operating Partnership to receive 99% of the economic interest of each Management Company. The remaining 1% economic interest and voting stock were issued to certain inside directors of the Company. On December 31, 1998, additional shares representing a 4% economic interest were sold and issued to the same inside directors. Therefore, effective January 1, 1999, the Operating Partnership is entitled to receive 95% of the economic interest of each Management Company. The Management Companies receive development, construction and other fee income from properties in the development phase. This fee income is recognized on the percentage of completion method. The Management Companies are accounted for under the equity method. The Management Companies provide property management and administrative services to certain real estate and other entities. In consideration for these services, the Management Companies receive monthly management fees generally based on a percentage of revenues or costs incurred. Management fees are recognized as revenue when they are earned. The Company's share of income from the Management Companies was ($1,791), $156, and $113 for the years ended December 31, 2000, 1999 and 1998, respectively. Summarized combined financial information of the Management Companies at and for the years ended December 31, 2000, 1999 and 1998 is as follows:
2000 1999 1998 ---- ---- ---- Management fees $ 3,716 $ 3,778 $ 3,471 Development and construction management fees 3,991 5,567 4,581 General and administrative ( 7,364) (7,449) (6,953) Interest expense ( 1,937) (1,242) ( 681) Other expenses ( 292) ( 490) ( 304) -------- ---------- --------- Net income ($1,886) $ 164 $ 114 ======= ========= ========= Total assets $21,965 $21,699 $11,288 ======= ======= ======= Total liabilities $23,526 $21,375 $10,848 ======= ======= =======
10 TRANSACTIONS WITH AFFILIATES The Company and the Management Companies recognized management and development fee revenue, interest income and other miscellaneous income from affiliated entities of $15,088, $15,199 and $13,492 for the years ended December 31, 2000, 1999 and 1998, respectively. HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10 TRANSACTIONS WITH AFFILIATES (CONTINUED) The Company leases its corporate office space from an affiliate. The lease required an annual base rent of $336 through June, 2000 and $335 from July, 2000 through the August, 2003 lease expiration. The lease also requires the Company to pay a pro rata portion of property improvements, real estate taxes and common area maintenance. Rental expense was $712, $698 and $619 for the years ended December 31, 2000, 1999 and 1998, respectively. From time to time, the Company advances funds as needed to the Management Companies which total $19,534 and $19,782 at December 31, 2000 and 1999, respectively, and bear interest at 1% over prime. 11 COMMITMENTS AND CONTINGENCIES GROUND LEASE The Company has a non-cancelable operating ground lease for one of its properties. The lease expires May 1, 2020, with options to extend the term of the lease for two successive terms of twenty-five years each. The lease provides for contingent rental payments based on certain variable factors. The lease also requires the lessee to pay real estate taxes, insurance and certain other operating expenses applicable to the leased property. Ground lease expense was $201, $194 and $186 including contingent rents of $131, $124 and $116 for the years ended December 31, 2000, 1999 and 1998, respectively. At December 31, 2000, future minimum rental payments required under the lease are $70 per year until the lease expires. 401(K) SAVINGS PLAN The Company participates in a contributory savings plan. Under the plan, the Company will match 75% of the first 4% of participant contributions. The matching expense under this plan was $512, $398 and $208 for the years ended December 31, 2000, 1999 and 1998, respectively. INCENTIVE COMPENSATION PLAN The Incentive Compensation Plan provides that eligible officers and key employees may earn a cash bonus based on increases in funds from operations ("FFO") per share/unit (computed based on the basic shares/units outstanding). No cash bonuses were payable under the Incentive Compensation Plan unless the increase in FFO per share, after giving effect to the bonuses, was equal to or greater than 5%. The bonus expense charged to operations (including Management Companies) was $103, $2,190 and $1,997 for the years ended December 31, 2000, 1999 and 1998, respectively. CONTINGENCIES The Company is party to certain legal proceedings. All such proceedings, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by liability insurance. While the resolution of these matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company's liquidity, financial position or results of operations. HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 11 COMMITMENTS AND CONTINGENCIES (CONTINUED) CONTINGENCIES (CONTINUED) In connection with various UPREIT transactions, the Company has agreed to maintain certain levels of nonrecourse debt associated with the contributed properties acquired. In addition, the Company is restricted in its ability to sell certain contributed properties (49% of the owned portfolio) for a period of time except through a tax deferred Internal Revenue Code Section 1031 like-kind exchange. DEBT COVENANTS The line of credit loan agreements contain restrictions which, among other things, require maintenance of certain financial ratios and limit the payment of dividends. At December 31, 2000, the Company was in compliance with these covenants. GUARANTEES The Company has guaranteed a total of $611 of debt associated with two entities where the Company is the general partner or managing agent. In addition, the Company has guaranteed the Low Income Housing Tax Credit to limited partners in 42 partnerships totaling approximately $48,500. In addition, the Company, acting as general partner in certain partnerships, is obligated to advance funds to meet partnership operating deficits. As of December 31, 2000, there were no known conditions that would make such payments necessary. EXECUTIVE RETENTION PLAN Effective February 2, 1999, the Executive Retention Plan provides for severance benefits and other compensation to be received by certain employees in the event of a change in control of the Company and a subsequent termination of their employment without cause or voluntarily with good cause. 12 STOCK BENEFIT PLAN The Company has adopted the 1994 Stock Benefit Plan as Amended (the " Plan " ). Plan participants include officers, non-employee directors, and key employees of the Company. The Company has reserved 1,596,000 shares for issuance to officers and employees and 154,000 shares for issuance to non-employee directors. Options granted to officers and employees of the Company vest 20% for each year of service until 100% vested on the fifth anniversary. Certain officers' options (264,000) and directors' options (149,100) vest immediately upon grant. The exercise price per share for stock options may not be less than 100% of the fair market value of a share of common stock on the date the stock option is granted (110% of the fair market value in the case of incentive stock options granted to employees who hold more than 10% of the voting power of the Company's common stock). Options granted to directors and employees who hold more than 10% of the voting power of the Company expire after five years from the date of grant. All other options expire after ten years from the date of grant. The Plan also allows for the grant of stock appreciation rights and restricted stock awards, however, there were none granted at December 31, 2000. At December 31, 2000, 170,680 and 346 common shares were available for future grant of options or awards under the Plan for officers and employees and non-employee directors, respectively. On February 1, 2000, the Company adopted the 2000 Stock Benefit Plan (the "2000 HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 12 STOCK BENEFIT PLAN (CONTINUED) Plan"). Plan participants have been expanded to include directors, officers, regional managers and on-site property managers. It is expected that all future awards of stock options will be granted under the 2000 Plan. The 2000 Plan limits the number of shares issuable under the plan to 2.2 million, of which 200,000 are to be available for issuance to the non-employee directors. At December 31, 2000, 1,331,220 and 161,140 common shares were available for future grant of options or awards under the 2000 plan for officers and employees and non-employee directors, respectively. Details of stock option activity during 2000, 1999 and 1998 are as follows:
Number Option Price of Shares Per Share ------------------ ----------------- Options outstanding at January 1, 1998 835,502 $17.875-$26.50 (507,809 shares exercisable) Granted, 1998 217,100 25.125-27.06 Exercised, 1998 ( 240,739) 17.875-20.50 Cancelled, 1998 ( 11,000) 19.00-26.50 ------------ Options outstanding at December 31, 1998 800,863 17.875-27.06 (395,441 shares exercisable) Granted, 1999 610,400 25.688-27.125 Exercised, 1999 ( 96,643) 17.875-26.50 Cancelled, 1999 ( 49,187) 19.00-27.125 ------------ Options outstanding at December 31, 1999 1,265,433 17.875-27.125 (448,820 shares exercisable) Granted, 2000 752,720 28.31-31.375 Exercised, 2000 ( 150,008) 17.875-27.125 Cancelled, 2000 ( 71,480) 19.00-31.375 ---------- Options outstanding at December 31, 2000 1,796,665 $17.875-$31.375 (519,434 shares exercisable) =========
HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 12 STOCK BENEFIT PLAN (CONTINUED) The following table summarizes information about options outstanding at December 31, 2000:
Weighted Average Weighted Weighted Remaining Average Average Year Number Contractual Fair Value Number Exercise GRANTED OUTSTANDING LIFE OF OPTIONS EXERCISABLE PRICE 1994 119,690 4 N/A 119,690 $19.000 1996 91,450 5 $1.01 75,560 19.819 1997 131,205 6 $1.59 88,436 25.455 1998 176,160 7 $1.39 85,164 25.682 1999 546,920 8 $1.60 128,984 25.852 2000 731,240 9 $1.91 21,600 28.313 ---------- ---- -------- -------- Totals 1,796,665 6 519,434 $23.448 ========= ==== ======= =======
The Company has adopted the disclosure only provisions of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation." Accordingly, no compensation cost has been recognized for the stock option plan. Had compensation for the Company's stock option plan been determined based on the fair value at the date of grant for awards in 2000, 1999, and 1998, the Company's proforma net income before preferred dividends and proforma basic earnings per common share would have been $40,956, $26,063 and $18,563 and $1.39, $1.33 and $1.34, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants in 2000, 1999 and 1998: dividend yield of 8.101%; expected volatility of 18.97%; forfeiture rate of 5%; and expected lives of 7.5 years for options with a lifetime of ten years, and five years for options with a lifetime of five years. The interest rate used in the option-pricing model is based on a risk free interest rate ranging from 5.30% to 6.87%. HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 13 PROPERTY ACQUISITIONS For the years ended December 31, 2000, 1999 and 1998, the Company has acquired the communities listed below:
Cost of Market Date Year Number Cost of Acquisition COMMUNITY AREA ACQUIRED CONSTRUCTED OF UNITS ACQUIS. PER UNIT --------- ---- -------- ----------- -------- ------- -------- Candlewood South Bend 2/9/98 1986 310 $13,506 $44 Cedar Glen Philadelphia 3/2/98 1966 110 2,733 25 2 Property Portfolio Northern VA 3/13/98 1954 548 26,848 49 Apple Hill Hamden, CN 3/27/98 1971 498 23,833 48 4 Property Portfolio Baltimore 4/30/98 1964-80 1,589 53,363 34 Colonies Chicago 6/24/98 1973 672 23,027 34 Racquet Club Philadelphia 7/7/98 1971 467 24,975 53 16 Property Portfolio Northern NJ 7/8/98 1943-80 3,746 148,509 40 Sherry Lake Philadelphia 7/23/98 1965 298 18,000 60 Coventry Village Long Island 7/31/98 1974 94 3,112 33 Rolling Park Baltimore 9/15/98 1972 144 5,753 40 3 Property Portfolio Detroit 9/29/98 1965-66 648 24,213 37 Pines of Perinton Rochester 9/30/98 1976 508 8,863 17 The Manor Northern VA 2/19/99 1973 198 7,119 36 Ridgeway Court Philadelphia 2/26/99 1972 66 2,156 33 Springwells Park Detroit 4/8/99 1940-66 303 18,355 61 Sherwood Gardens Philadelphia 5/27/99 1968 103 4,198 41 7 Property Portfolio Various 7/1/99 1959-82 3,722 176,607 47 Maple Lane South Bend 7/9/99 1982-89 396 17,542 44 12 Property Portfolio Mid-Atlantic 7/15/99 1964-96 3,297 154,168 47 4 Property Portfolio Philadelphia 7/28/99 1962-68 825 32,534 39 The Colony Chicago 9/1/99 1972-78 783 41,887 53 The Lakes Detroit 11/5/99 1986 434 25,907 60 Old Friends Baltimore 2/1/00 1887 51 2,138 39 6 Property Portfolio Philadelphia 3/15/00 1940-75 2,113 141,195 64 2 Property Portfolio Detroit 3/22/00 1969-74 360 14,394 40 Elmwood Terrace Baltimore 6/30/00 1972 504 20,605 41 East Meadow Northern VA 8/1/00 1971 150 13,053 87 Southbay Manor Long Island 9/11/00 1959 61 3,054 49 Hampton Court Detroit 9/29/00 1972 182 5,889 33 Bayberry Detroit 9/29/00 1967 120 5,840 47 Blackhawk Chicago 10/20/00 1971 371 17,542 47 5 Property Portfolio Long Island 11/1/00 1955-75 429 26,968 62 Orleans Village Northern VA 11/16/00 1967 851 67,404 79 Cypress Place Chicago 12/27/00 1969 192 10,075 53
HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 14 PROFORMA CONDENSED FINANCIAL INFORMATION (UNAUDITED) The following unaudited proforma information was prepared as if the 2000 transactions related to the acquisitions of 22 apartment communities in twelve separate transactions and the $115 million Series B, C, D and E Preferred stock offerings had occurred on January 1, 1999. The proforma financial information is based upon the historical consolidated financial statements and is not necessarily indicative of the consolidated results which actually would have occurred if the transactions had been consummated at the beginning of 1999, nor does it purport to represent the results of operations for future periods.
For the years ended December 31, 2000 1999 ---- ---- Total revenues $344,352 $283,036 Income before extraordinary item 46,079 32,915 Net income available to common shareholders 33,901 31,662 Per common share data: Income before extraordinary item: Basic $1.64 $1.70 Diluted $1.63 $1.69 Net income: Basic $1.64 $1.69 Diluted $1.63 $1.68 Weighted average numbers of shares outstanding: Basic 20,639,241 18,697,731 Diluted 20,755,721 18,800,907
15 SUPPLEMENTAL CASH FLOW DISCLOSURES For the years ended December 31, 2000, 1999 and 1998 are as follows:
2000 1999 1998 ---- ---- ---- Cash paid for interest $54,829 $36,967 $23,284 Mortgage loans assumed associated with property acquisitions 162,967 203,326 81,094 Issuance of UPREIT Units associated with property and other acquisitions 58,616 149,488 77,425 Notes issued in exchange for officer and director stock purchases - - 5,444 Exchange of UPREIT Units/partnership interest for common/preferred shares 7,388 36,771 801
HOME PROPERTIES OF NEW YORK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 16 QUARTERLY FINANCIAL STATEMENT INFORMATION (UNAUDITED) Quarterly financial information for the years ended December 31, 2000 and 1999 are as follows:
2000 FIRST SECOND THIRD FOURTH Revenues $72,364 $78,164 $82,007 $86,513 Income before minority interest and extraordinary item 13,642 16,494 20,003 17,031 Minority interest 5,160 6,401 7,658 6,495 Extraordinary item, net of minority interest N/A N/A N/A N/A Net income available to common shareholders 6,554 7,559 8,555 6,610 Basic earnings per common share: Income before extraordinary item .33 .37 .41 .31 Extraordinary item N/A N/A N/A N/A Net income .33 .37 .41 .31 Diluted earnings per common share: Income before extraordinary item .33 .37 .40 .31 Extraordinary item N/A N/A N/A N/A Net income .33 .37 .40 .31
1999 FIRST SECOND THIRD FOURTH Revenues $47,766 $49,640 $66,178 $70,879 Income before minority interest and extraordinary item 9,354 9,577 9,243 15,594 Minority interest 3,343 3,386 4,137 6,524 Extraordinary item, net of minority interest N/A N/A (96) N/A Net income available to common shareholders 6,011 6,191 4,998 7,929 Basic earnings per common share: Income before extraordinary item .34 .34 .27 .41 Extraordinary item N/A N/A (.01) N/A Net income .34 .34 .26 .41 Diluted earnings per common share: Income before extraordinary item .33 .33 .27 .41 Extraordinary item N/A N/A (.01) N/A Net income .33 .33 .26 .41
Full year per share data does not equal the sum of the quarterly data due to the combination of seasonality and a growing number of shares outstanding.
HOME PROPERTIES OF NEW YORK, INC. SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2000 (IN THOUSANDS) Initial Costs Total Total Cost Capital- Cost Cost, Buildings, ized Buildings, Net of Improve- Subse- Improve- Accumu- Accumu- Year ments & quent to ments lated lated of Encum- Equip- Adjust- Acquisi- & Equip- Depre- Depre- Acqui- BRANCES LAND MENT MENTS(A) TION LAND MENT TOTAL(B) CIATION CIATION SITION Apple Hill Apartments 13,935 3,486 20,347 3,903 3,486 24,250 27,736 2030 25,706 1998 Arbor Crossing 2,546 1,072 4,329 256 1,072 4,585 5,657 235 5,422 1999 Bayberry Place 2,516 1,440 4,400 12 1,440 4,412 5,852 30 5,822 2000 Bayview/Colonial 6,131 1,600 8,458 11 1,600 8,469 10,069 37 10,032 2000 Beechwood Gardens 560 3,442 630 560 4,072 4,632 366 4,266 1998 Blackhawk 10,694 2,968 14,574 57 2,968 14,631 17,599 99 17,500 2000 Bonnie Ridge 18,969 4,830 42,769 5,387 4,830 48,156 52,986 1940 51,046 1999 Braddock Lee Apartments 7,000 3,810 8,657 2,516 3,810 11,173 14,983 1097 13,886 1998 Broadlawn 12,479 3,160 17,901 1,889 3,160 19,790 22,950 438 22,512 2000 Brook Hill Apartments 4,684 330 7,920 2,634 330 10,554 10,884 2,130 8,754 1994 Candlewood Apartments 387 2,592 566 387 3,158 3,545 502 3,043 1996 Candlewood Apartments- Indiana 7,643 1,550 11,956 1,036 1,550 12,992 14,542 1,053 13,489 1998 Canterbury Apartments MD 14,980 4,944 21,368 338 4,944 21,706 26,650 891 25,759 1999 Canterbury Square 6,484 2,352 10,790 1,640 2,352 12,430 14,782 1,405 13,377 1997 Carriage Hill Apartments 570 3,826 1,668 570 5,494 6,064 812 5,252 1996 Carriage Hill Apartments- Michigan 3,761 840 5,975 657 840 6,632 7,472 535 6,937 1998 Carriage Hill Apartments- Virginia 19,500 3,984 33,138 668 3,984 33,806 37,790 1,360 36,430 1999 Carriage House Apartments 671 250 860 243 250 1,103 1,353 100 1,253 1998 Carriage Park Apartments 5,421 1,280 8,184 1,859 1,280 10,043 11,323 842 10,481 1998 Castle Club 3,702 948 8,906 440 948 9,346 10,294 204 10,090 2000 Cedar Glen Apartments 715 2,018 502 715 2,520 3,235 260 2,975 1998 Charter Square 10,959 3,952 18,245 3,201 3,952 21,446 25,398 2,284 23,114 1997 Cherry Hill Club Apartments 2,375 492 4,096 1,637 492 5,733 6,225 482 5,743 1998 Cherry Hill Village 4,425 1,120 6,835 746 1,120 7,581 8,701 600 8,101 1998 Chesterfield Apartments 5,327 1,482 8,206 2,430 1,482 10,636 12,118 1,041 11,077 1997 Chestnut Crossing 9,809 2,592 12,699 5,019 2,592 17,718 20,310 622 19,688 1999 Cloverleaf Village 370 2,668 1,578 370 4,246 4,616 485 4,131 1997 Colonies Apartments 12,058 1,680 21,350 5,123 1,680 26,473 28,153 2,207 25,946 1998 The Colony Apartments 15,866 7,830 34,075 1,158 7,830 35,233 43,063 1,268 41,795 1999 Conifer Village Apartments 2,445 358 8,555 394 358 8,949 9,307 1,720 7,587 1994 Cornwall Park Townhouses 439 2,947 2,907 439 5,854 6,293 807 5,486 1996 Country Club 3,960 1,050 3,980 488 1,050 4,468 5,518 202 5,316 1999 Country Village Apartments 6,537 2,236 11,149 2,210 2,236 13,359 15,595 1,088 14,507 1998 Coventry Village 784 2,328 1,409 784 3,737 4,521 286 4,235 1998 Curren Terrace 9,291 1,908 10,956 2,891 1,908 13,847 15,755 1,405 14,350 1997 Cypress Place 6,589 2,304 7,771 4 2,304 7,775 10,079 32 10,047 2000 Deerfield Woods 3,412 864 4,877 138 864 5,015 5,879 114 5,765 2000 Doub Meadow 2,863 760 3,062 157 760 3,219 3,979 129 3,850 1999 East Hill Apartments 231 1,560 304 231 1,864 2,095 163 1,932 1998 East Meadow 2,250 10,803 65 2,250 10,868 13,118 94 13,024 2000 East Winds 960 5,075 4 960 5,079 6,039 22 6,017 2000 Elmwood Terrace 4,631 6,048 14,557 191 6,048 14,748 20,796 188 20,608 2000 Emerson Square 384 2,018 900 384 2,918 3,302 394 2,908 1997 Executive House 2,034 600 3,420 1,960 600 5,380 5,980 548 5,432 1997 Fairview Heights & Fairview Manor 4,585 580 5,305 2,828 1,617 580 9,750 10,330 4,043 6,287 1985 Fairway Apartments 128 675 513 128 1,188 1,316 167 1,149 1997 Falcon Crest 2,772 11,115 2,524 2,772 13,639 16,411 675 15,736 1999 Finger Lakes Manor Apartments 3,430 200 4,536 1,882 1,401 200 7,819 8,019 2,722 5,297 1983 Fordham Green 3,039 876 5,280 964 802 6,318 7,120 610 6,510 1997 Garden Village Apartments 4,409 354 8,546 1,912 354 10,458 10,812 2,448 8,364 1994 Gateway Village 6,356 1,320 6,616 121 1,320 6,737 8,057 270 7,787 1999 Glen Brook 3,363 1,414 4,807 628 1,414 5,435 6,849 228 6,621 1999 Glen Manor 3,586 1,044 4,494 782 1,044 5,276 6,320 475 5,845 1997 Golf Club 16,907 3,990 21,229 1,350 3,990 22,579 26,569 502 26,067 2000 Golfview Manor 320 110 541 92 110 633 743 80 663 1997 Greentrees Apartments 4,819 1,152 8,607 1,252 1,152 9,859 11,011 972 10,039 1997 Hamlet Court Apartments 1,736 351 2,351 719 351 3,070 3,421 487 2,934 1996 Hampton Court 3,587 1,274 4,615 122 1,274 4,737 6,011 34 5,977 2000 Harborside Manor 4,068 250 6,113 2,708 250 8,821 9,071 1,813 7,258 1995 Hill Brook Place 5,206 2,192 9,116 568 2,192 9,684 11,876 403 11,473 1999 Hill Court South 333 2,428 558 333 2,986 3,319 335 2,984 1997 Idylwood Apartments 9,121 700 16,927 5,436 700 22,363 23,063 4,326 18,737 1995 Ivy Ridge Apartments 438 3,449 643 434 4,096 4,530 470 4,060 1997 Kingsley Apartments 6,570 1,640 11,670 1,904 1,640 13,574 15,214 1,442 13,772 1997 Lake Grove 7,360 11,952 6,769 7,360 18,721 26,081 2,187 23,894 1997 Lakeshore Villa Apartments 573 3,848 2,193 573 6,041 6,614 785 5,829 1996 Lakeview Apartments 2,940 636 4,552 1,094 636 5,646 6,282 490 5,792 1998 Lansdowne 4,335 1,332 6,944 1,107 1,332 8,051 9,383 907 8,476 1997 Laurel Pines 5,600 944 6,675 916 944 7,591 8,535 309 8,226 1999 Macomb Manor 4,023 1,296 7,357 261 1,296 7,618 8,914 173 8,741 2000 The Manor Apartments 1,386 5,733 1,241 1,386 6,974 8,360 471 7,889 1999 Maple Lane Apartments 12,139 2,547 14,995 811 2,547 15,806 18,353 647 17,706 1999 Maple Tree 840 4,440 3 840 4,443 5,283 20 5,263 2000 Meadows Apartments 208 2,776 1,216 1,153 208 5,145 5,353 1,923 3,430 1984 Mid-Island Estates 6,675 4,176 6,580 1,599 4,160 8,195 12,355 1,044 11,311 1997 Mill Company 1,210 384 1,671 404 384 2,075 2,459 185 2,274 1982 Morningside Apartments 19,066 6,750 28,699 8,715 6,147 38,017 44,164 3,128 41,036 1998 Mountainside Apartments 7,140 1,362 7,083 1,168 1,362 8,251 9,613 652 8,961 1998 New Orleans Park 6,165 1,848 8,886 3,418 1,848 12,304 14,152 1,220 12,932 1997 Newcastle Apartments 6,000 197 4,007 3,684 2,844 197 10,535 10,732 4,120 6,612 1982 Northgate Manor Apartments 4,500 290 6,987 2,850 289 9,838 10,127 2,125 8,002 1994 Oak Manor Apartments 2,900 616 4,111 915 616 5,026 5,642 457 5,185 1998 Oak Park Manor 5,124 1,192 9,188 1,035 1,192 10,223 11,415 1,137 10,278 1997 Old Friends 2,378 255 1,883 128 255 2,011 2,266 49 2,217 2000 Orleans Village 43,745 8,510 58,894 12 8,510 58,906 67,416 256 67,160 2000 Owings Run 32,233 5,537 32,611 210 5,537 32,821 38,358 1,290 37,068 1999 Paradise Lane at Raintree 972 7,134 3,137 972 10,271 11,243 1,358 9,885 1997 Park Shirlington Apartments 8,425 4,410 9,971 2,509 4,410 12,480 16,890 1,249 15,641 1998 Parkview Gardens 8,000 1,207 7,201 1,177 1,207 8,378 9,585 997 8,588 1997 Patricia Apartments 600 4,196 903 600 5,099 5,699 393 5,306 1998 Pavilion 12,598 5,184 25,314 2,948 5,184 28,262 33,446 1,057 32,389 1999 Pearl Street 49 1,189 376 49 1,565 1,614 280 1,334 1995 Perinton Manor Apartments 6,710 224 6,120 3,629 1,704 224 11,453 11,677 4,544 7,133 1982 Pines of Perinton 8,463 1,524 7,339 610 1,524 7,949 9,473 619 8,854 1998 Pleasant View Apartments 31,915 5,710 47,816 6,635 5,710 54,451 60,161 4,708 55,453 1998 Pleasure Bay Apartments 4,640 1,620 6,234 1,485 1,620 7,719 9,339 582 8,757 1998 Racquet Club Apartments 11,783 1,868 23,107 1,855 1,868 24,962 26,830 1,884 24,946 1998 Raintree Island Apartments 7,322 - 6,654 3,217 7,484 - 17,355 17,355 5,397 11,958 1985 Redbank Village 8,450 2,000 14,030 2,094 2,000 16,124 18,124 1,378 16,746 1998 Ridgeway Court 1,104 330 1,826 147 330 1,973 2,303 131 2,172 1999 Ridley Brook 4,636 1,952 7,719 952 1,952 8,671 10,623 350 10,273 1999 Riverdale Apartments 9,900 2,900 12,891 830 2,900 13,721 16,621 589 16,032 1999 Riverton Knolls Apartments 6,768 240 6,640 2,523 4,248 240 13,411 13,651 5,040 8,611 1983 Rolling Park Apartments 2,737 720 5,033 620 720 5,653 6,373 394 5,979 1998 Royal Gardens 11,086 5,500 14,067 7,298 5,500 21,365 26,865 2,425 24,440 1997 Ryder Terrace 240 1,269 - 240 1,269 1,509 6 1,503 2000 1600 East Avenue 1,000 8,527 3,810 1,000 12,337 13,337 1,297 12,040 1997 1600 Elmwood Avenue Apartments 5,143 303 5,698 3,339 2,170 299 11,211 11,510 5,006 6,504 1983 Scotsdale Apartments 7,875 1,692 11,920 1,301 1,692 13,221 14,913 1,273 13,640 1997 Selford Townhomes 1,224 4,200 410 1,224 4,610 5,834 187 5,647 1999 Seminary Hill 2,960 10,194 793 2,960 10,987 13,947 444 13,503 1999 Seminary Towers 4,871 5,480 19,348 3,445 5,480 22,793 28,273 918 27,355 1999 Shakespeare Park 2,593 492 3,428 75 492 3,503 3,995 140 3,855 1999 Sherry Lake Apartments 6,264 2,384 15,616 1,594 2,384 17,210 19,594 1,278 18,316 1998 Racquet Club So. 3,029 309 3,891 764 309 4,655 4,964 275 4,689 1999 South Bay Manor 1,098 1,956 43 1,098 1,999 3,097 18 3,079 2000 Southpointe Square 2,720 896 4,609 827 896 5,436 6,332 634 5,698 1997 Spanish Gardens Apartments 5,600 373 9,263 2,319 398 11,557 11,955 2,364 9,591 1994 Springcreek Apartments 3,050 128 1,702 745 595 128 3,042 3,170 1,165 2,005 1984 Springwells Park 11,345 1,515 16,840 1,142 1,515 17,982 19,497 845 18,652 1999 Springwood Apartments 1,404 462 1,770 625 462 2,395 2,857 281 2,576 1997 Stephenson House 1,503 640 2,407 471 640 2,878 3,518 330 3,188 1997 Strawberry Hill Apartments 2,033 725 2,694 907 725 3,601 4,326 329 3,997 1998 Sugartown Mews 28,892 6,280 35,534 3,161 6,280 38,695 44,975 853 44,122 2000 Sunset Gardens Apartments 696 4,663 1,584 696 6,247 6,943 911 6,032 1996 Tamarron 5,200 1,320 8,474 192 1,320 8,666 9,986 341 9,645 1999 Terry Apartments 1,926 650 3,436 6 650 3,442 4,092 152 3,940 2000 The Lakes 2,821 23,086 1,286 2,821 24,372 27,193 767 26,426 1999 The Towers 3,990 685 6,088 1,116 685 7,204 7,889 603 7,286 1998 Timbercroft 7,819 1,704 7,015 -63 1,704 6,952 8,656 300 8,356 1999 Trexler Park 10,140 2,490 13,797 610 2,490 14,407 16,897 321 16,576 2000 Valley Park South Apartments 9,848 2,459 16,461 1,855 2,459 18,316 20,775 2,276 18,499 1996 Valley View Apartments 3,184 1,056 4,959 2,156 1,056 7,115 8,171 723 7,448 1997 Village Green Apartments 8,853 1,043 13,283 3,789 1,103 17,012 18,115 3,149 14,966 1994-1996 Village Square - MD 7,488 2,590 13,295 709 2,590 14,004 16,594 583 16,011 1999 Village Square Apartments 2,630 768 3,581 1,942 768 5,523 6,291 543 5,748 1997 Wayne Village 8,285 1,925 12,895 1,957 1,925 14,852 16,777 1,314 15,463 1998 Westminster Apartments 3,107 860 5,763 1,537 860 7,300 8,160 1,127 7,033 1996 Weston Gardens 2,960 847 4,736 2,457 847 7,193 8,040 617 7,423 1996 William Henry 14,180 4,666 2,214 20,749 4,666 22,963 27,629 508 27,121 2000 Williamstowne Village Apartments 9,800 390 9,748 5,115 4,153 390 19,016 19,406 6,372 13,034 1985 Windsor Realty 2,000 402 3,300 521 402 3,821 4,223 335 3,888 1998 Woodgate Place 3,368 480 3,797 1,188 480 4,985 5,465 571 4,894 1997 Woodland Gardens 6,174 2,022 10,479 2,137 2,022 12,616 14,638 1,340 13,298 1997 Other Assets 907 - 125 3,665 1,888 2,809 4,697 829 3,868 ------- ------- --------- ------ ------- ------- --------- --------- ------- --------- 832,783 247,119 1,368,351 28,303 251,496 247,483 1,647,786 1,895,269 153,324 1,741,945 ======= ======= ========= ====== ======= ======= ========= ========= ======= =========
(a) Represents the excess of fair value over the historical cost of partnership interests as a result of the application of purchase accounting for the acquisition of non-controlled interests. (b) The aggregate cost for Federal Income Tax purposes was approximately $1,554,000 SCHEDULE III HOME PROPERTIES OF NEW YORK, INC. REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2000 (IN THOUSANDS) Depreciation and amortization of the Company's investments in buildings and improvements reflected in the consolidated statements of operations are calculated over the estimated useful lives of the assets as follows: Buildings and improvements 5-40 years Tenant improvements Life of related lease The changes in total real estate assets for the three years ended December 31, 2000, are as follows:
2000 1999 1998 ---- ---- ---- Balance, beginning of year $1,480,753 $940,788 $525,128 New property acquisition 328,021 480,473 376,735 Additions 92,603 61,034 42,896 Disposals and retirements ( 6,108) (1,542) (3,971) ---------- ---------- -------- Balance, end of year $1,895,269 $1,480,753 $940,788 ========== ========== ========
The changes in accumulated depreciation for the three years ended December 31, 1999, are as follows:
2000 1999 1998 ---- ---- ---- Balance, beginning of year $101,904 $65,627 $46,531 Depreciation for the year 52,221 37,177 23,067 Disposals and retirements ( 801) (900) (3,971) --------- -------- ------- Balance, end of year $153,324 $101,904 $65,627 ======== ======== =======
HOME PROPERTIES OF NEW YORK, INC. FORM 10-K For Fiscal Year Ended December 31, 2000 Exhibit Index Exhibit Exhibit Location Number 2.1 Agreement among Home Properties of New Incorporated by reference to York, Inc. and Philip J. Solondz, the Form 8- K filed by Home Daniel Solondz and Julia Weinstein Properties of New York, Inc. Relating to Royal Gardens I, together with dated 6/6/97 Amendment No. 1 (the "6/6/97 8-K") 2.2 Agreement among Home Properties of New Incorporated by reference to York, Inc and Philip Solondz and Daniel the 6/6/97 8-K Solondz relating to Royal Gardens II, together with Amendment No. 1 2.3 Purchase and Sale Agreement dated July 25, Incorporated by reference to 1997 by and between Home Properties of New the Form 8-K filed Home York, L.P. and Louis S. and Molly S. Wolk Properties of New York, Inc. Foundation. dated 9/26/97 (the "9/26/97 8-K") 2.4 Purchase and Sale Agreement dated April 30, Incorporated by reference to 1997 between Home Properties of New York the 9/26/97 8-K. L.P. and Briggs Wedgewood Associates, L.P. 2.5 Agreement and Plan of Merger, dated July Incorporated by reference to 31, 1997 between Home Properties of New the 9/26/97 8-K. York, L.P. and Chesfield Partnerhsip. 2.6 Agreement and Plan of Merger dated July 31, Incorporated by reference to 1997 between Home Properties of New York, the 9/26/97 8-K. L.P. and Valspring Partnership. 2.7 Agreement and Plan of Merger, dated July Incorporated by reference to 31, 1997 between Home Properties of New the 9/26/97 8-K. York, L.P. and Exmark Partnerhsip. 2.8 Agreement and Plan of Merger, dated July Incorporated by reference to 31, 1997 between Home Properties of New the 9/26/97 8-K. York, L.P. and New Orleans East Limited Partnership. 2.9 Agreement and Plan of Merger, dated July Incorporated by reference to 31, 1997 between Home Properties of New the 9/26/97 8-K. York, L.P. Glenvwk Partnership. 2.10 Agreement and Plan of Merger, dated July Incorporated by reference to 31, 1997 between Home Properties of New the 9/26/97 8-K. York, L.P. and PK Partnership. 2.11 First Amendment to Agreement and Plan of Incorporated by reference to Merger, dated September 1, 1997 between the 9/26/97 8-K. Home Properties of New York, L.P. and PK Partnership and its partners. 2.12 First Amendment to Agreement and Plan of Incorporated by reference to Merger, dated September 1, 1997 between the 9/26/97 8-K. Home Properties of New York, L.P. and NOP Corp. and Norpark Partnership. 2.13 Contribution Agreement dated July 31, 1997 Incorporated by reference to between Home Properties of New York, L.P. the 9/26/97 8-K. and Lamar Partnership. 2.14 Agreement and Plan of Merger, dated July Incorporated by reference to 31, 1997 between Home Properties of New the Form 8-K filed by Home York, L.P. and Curren Partnership. New York, Inc., dated 10/3/97. dated 10/3/97. 2.15 Contribution Agreement, dated October __, Incorporated by reference 1997 between Home Properties of New York to the Form 8-K between Home Properties of New York, L.P. filed by Home Properties of and Berger/Lewiston Associates Limited New York, Inc. dated 10/7/97. Partnership; Stephenson-Madison Heights Company LimitedPartnership; Kingsley- Moravian Company Limited Partnership; Woodland Garden Apartments Limited Partnership; B&L Realty Investments Limited Partnership; Southpointe Square Apartments Limited Partnership; Greentrees Apartments Limited Partnership; Big Beaver-Rochester Properties Limited Partnership; Century Realty Investment Company Limited Partnership. 2.16 Agreement among Home Properties of New York, Incorporated by reference to L.P. and Erie Partners, L.L.C. Relating the Form 8-K to Woodgate Place Apartments, filed by Home Properties of together with Amendment No. 1 dated 10/31/97 (the "10/31/97 8-K"). 2.17 Agreement among Home Properties of New York, Incorporated by reference to L.P. and Mid-Island Limited Partnership the 10/31/97 8-K. relating to Mid-Island Estates, together with Amendment No. 1. 2.18 Purchase and Sale Agreement among Home Incorporated by reference to Properties of New York, L.P. and the 10/31/97 8-K. Anthony M. Palumbo and Daniel Palumbo. 2.19 Purchase and Sale Agreements dated June 17, Incorporated by reference to 1997 among Home Properties of New York, the Form 8-K filed by Home L.P. and various individuals relating to Properties of New York, Inc. Hill Court Apartments and Hudson Arms dated 2/20/98 (the "2/20/98 Apartments together with a letter 8-K"). Amendment dated September 24, 1997. 2.20 Contract of Sale, dated October 20, 1997 Incorporated by reference to between Home Properties of New York, L.P. the 2/20/98 8-K. and Hudson Palisades Associates relating to Cloverleaf Apartments. 2.21 Contribution Agreement, dated November 17, Incorporated by reference to 1997 among Home Properties of New York, the 2/20/98 8-K. L.P. and various trusts relating to Scotsdale Apartments. 2.22 Contribution Agreement, dated November 7, Incorporated by reference to 1997 among Home Properties of New York, the 2/20/98 8-K L.P. and Donald H. Schefmeyer and Stephen W. Hall relating to Candlewood Apartments, together with Amendment No. One dated December 3, 1997. 2.23 Purchase and Sale Agreement dated November Incorporated by reference to 26, 1997 among Home Properties of New York, the Form 8-K filed by Home L.P. and Cedar Glen Associates. Properties of New York, Inc. on 3/24/98 (the "3/24/98 8-K"). 2.24 Contribution Agreement dated March 2, 1998 Incorporated by reference to among Home Properties of New York, L.P., the 3/24/98 8-K. Braddock Lee Limited Partnership and Tower Construction Group, LLC 2.25 Contribution Agreement dated March 2, 1998 Incorporated by reference to among Home Properties of New York, L.P., the 3/24/98 8-K. Park Shirlington Limted Partnership and Tower Construction Group, LLC 2.26 Contract of Sale between Lake Grove Incorporated by reference to Associates Corp. and Home Properties of the Form 10-K filed by Home New York L.P., dated December 17, 1996, Properties of New York, Inc. relating to the Lake Grove Apartments. for the year ended 12/31/96 (the "12/31/96 10K"). 2.27 Form of Contribution Agreement among Home Incorporated by reference to Properties of New York, L.P. and the Form 8-K filed by Home Strawberry Hill Apartment Company LLLP, Properties of New York, Inc. Country Village Limited Partnership, on 5/22/98 (the "5/22/98 8-K") Morningside Six, LLLP, Morningside North Limited Partnership and Morningside Heights Apartment Company Limited Partnership with schedule setting forth material details in which documents differ from form. 2.28 Form of Purchase and Sale Agreement Incorporated by reference to relating to the Kaplan Portfolio with the 5/22/98 8-K schedule setting forth material details in which documents differ from form. 2.29 Form of Contribution Agreement dated June 7, Incorporated by reference to 1999, relating to the CRC Portfolio with the Form 8-K filed by Home schedule setting forth material details in Properties of New York, Inc. which documents differ from form. on 7/2/99 (the "7/22/99 8-K"). 2.30 Form of Contribution Agreement relating to Incorporated by reference to the Mid-Atlantic Portfolio with schedule the Form 8-K filed by Home setting forth material details in which Properties of New York, Inc. documents differ from form. on 7/30/99. 2.31 Contribution Agreement among Home Incorporated by reference to Properties of New York, L.P., Leonard the Form 8-K filed by Home Klorfine, Ridley Brook Associates and Properties of New York, Inc. the Greenacres Associates on 10/5/99 (the "10/5/99 8-K"). 2.32 Purchase and Sale Agreement among Home Incorporated by reference to Properties of New York, L.P. and Chicago the 10/5/99 8-K. Colony Apartments Associates. 2.33 Contribution Agreement among Home Incorporated by reference to Properties of New York, L.P., the Form 8-K filed Gateside-Bryn Mawr Company, L.P., by Home Properties of New Willgold Company, Gateside-Trexler York,Inc. on 4/5/00. Company, Gateside-Five Points Company, Stafford Arms, Gateside-Queensgate Company, Gateside Malvern Company, King Road Associates and Cottonwood Associates. 2.34 Form of Contribution Agreement between Old Incorporated by reference to Friends Limited Partnership and Home the Form 8-K/A filed by Home Properties of New York, L.P. and Home Properties of New York, Inc. Properties of New York, Inc., along with on 12/5/00 (the "12/5/00 Amendments Number 1 and 2 thereto 2.35 Form of Contribution Agreement between Incorporated by reference to Deerfield Woods Venture Limited the 12/5/00 8-K/A. Partnership and Home Properties of New York, L.P. 2.36 Form of Contribution Agreement between Incorporated by reference to Macomb Apartments Limited Partnership the 12/5/00 8-K/A. and Home Properties of New York, L.P. 2.37 Form of Contribution Agreement between Incorporated by reference to Home Properties of New York, L.P. and the 12/5/00 8-K/A. Elmwood Venture Limited Partnership 2.38 Form of Sale Purchase and Escrow Agreement Incorporated by reference to between Bank of America as Trustee and Home the 12/5/00 8-K/A. Properties of New York, L.P. 2.39 Form of Contribution Agreement between Home Incorporated by reference to Properties of New York, L.P., Home the 12/5/00 8-K/A. Properties of New York, Inc. and S&S Realty, a New York General Partnership (South Bay) 2.40 Form of Contribution Agreement between Incorporated by reference to Hampton Glen Apartments Limited Partnership the 12/5/00 8-K/A. and Home Properties of New York, L.P. 2.41 Form of Contribution Agreement between Home Incorporated by reference to Properties of New York, L.P. and Axtell the 12/5/00 8-K/A. Road Limited Partnership 2.42 Form of Contribution Agreement between Elk Incorporated by reference Grove Terrace II and III, L.P., Elk Grove to the Form 8-K filed Terrace, L.P. and Home Properties of New by Home Properties of York, L.P. New York, Inc. on 1/10/01. 3.1 Articles of Amendment and Restatement of Incorporated by reference to Articles of Incorporation of Home Home Properties of New York, Properties of New York, Inc. Registration Statement on Form S-11, File No. 33-78862 (the "S-11 Registration Statement"). 3.2 Articles of Amendment of the Articles of Incorporated by reference to Incorporation of Home Properties of New the Home Properties of York, Inc. New New York, Inc. Registration Statement on Form S-3 File No. 333-52601 filed May 14, 1998 (the "5/14/98 S-3"). 3.3 Articles of Amendment of the Articles of Incorporated by reference to Incorporation of Home Propertis of New 7/2/99 8-K. York, Inc. 3.4 Amended and Restated Articles Supplementary Incorporated by reference to of Series A Senior Convertible Preferred the Home Properties of New Stock of Home Properties of New York, Inc. York, Inc. Registration Statement on Form S-3, File No. 333-93761, filed 12/29/99 (the "12/29/99 S-3"). 3.5 Series B Convertible Cumulative Preferred Incorporated by reference to Stock Articles Supplementary to the Amended the Home Properties of New and Restated Articles of Incorporation of York, Inc. Registration Home Properties of New York, Inc. Statement on Form S-3, File No. 333-92023, filed 12/3/99. 3.6 Series C Convertible Cumulatve Preferred Incorporated by reference to Stock Articles Supplementary to the Amended the Form 8-K filed by Home and Restated Articles of Incorporation of filed by Home Properties of Home Properties of New York, Inc. New York, Inc. on 5/22/00 (the "5/22/00 8-K"). 3.7 Series D Convertible Cumulatve Preferred Incorporated by reference to Stock Articles Supplementary to the Amended the Form 8-K filed by Home and Restated Articles of Incorporation of Properties of New York, Inc. Home Properties of New York, Inc. on 6/12/00 (the "6/12/00 8-K"). 3.8 Series E Convertible Cumulatve Preferred Incorporated by reference to Stock Articles Supplementary to the Amended the Form 8-K filed by Home and Restated Articles of Incorporation of Properties of New York, Inc. Home Properties of New York, Inc. on 12/22/00 (the "12/22/00 8-K). 3.9 Amended and Restated By-Laws of Home Incorporated by reference to Properties of New York, Inc. (Revised the Form 8-K filed by Home 12/30/96). Properties of New York, Inc. dated December 23, 1996 (the "12/23/96 8- K"). 4.1 Form of certificate representing Shares of Incorporated by reference to Common Stock. the Form 10- K filed by Home Properties of New York, Inc. for the period ended 12/31/94 (the "12/31/94 10-K"). 4.2 Agreement of Home Properties of New York, Incorporated by reference to Inc. to file instruments defining the the 12/31/94 10-K. rights of holders of long-term debt of it or its subsidiaries with the Commission upon request. 4.3 Credit Agreement between Manufacturers Incorporated by reference to Traders Trust Company, Home Properties of the Form 10-Q filed by Home New York, L.P. and Home Properties of New Properties of New York, Inc. York, Inc. for the quarterly period ended 6/30/94 (the "6/30/94 10-Q"). 4.4 Amendment Agreement between Manufacturers Incorporated by reference to and Traders Trust Company, Home Properties the 12/31/94 10-K. of New York, L.P. and Home Properties of New York, Inc. amending the Credit Agreement 4.5 Mortgage Spreader, Consolidation and Incorporated by reference to Modification Agreement between the 6/30/94 10-Q. Manufacturers and Traders Trust Company and Home Properties of New York, L.P., together with form of Mortgage, Assignment of Leases and Rents and Security Agreement incorporated therein by reference. 4.6 Mortgage Note made by Home Properties Incorporated by reference to of New York, L.P. payable to Manufacturers the 6/30/94 10-Q. and Traders Trust Company in the principal amount of $12,298,000. 4.7 Spreader, Consolidation, Modification and Incorporated by reference to Extension Agreement between Home Properties the Form 10-K filed by Home of New York, L.P.and John Hancock Mutual Properties New York, Inc. for Life Insurance Company, dated as of October the period ended 12/31/95 (the 26, 1995, relating to indebtedness in the "12/31/95 10-K"). principal amount of $20,500,000. 4.8 Amended and Restated Stock Benefit Plan of Incorporated by reference to Home Properties of New York, Inc. the 6/6/97 8-K. 4.9 Amended and Restated Dividend Incorporated by reference to Reinvestment, Stock Purchase, Resident the Form 8-K filed by Home Stock Purchase and Employee Stock Properties of New York, Inc., Purchase Plan. dated 12/23/97. 4.10 Amendment No. One to Amended and Restated Incorporated by reference to Dividend Reinvestment, Stock Purchase, the Home Properties of New Resident Stock Purchase and Employee Stock York, Inc. Registration Purchase Plan Statement on Form S-3, File No. 333-49781, filed on 4/9/98 (the "4/9/98 S-3"). 4.11 Amendment No. Two to Amended and Restated Incorporated by reference to Dividend Reinvestment, Stock Purchase, the Home Properties of New Resident Stock Purchase and Employee Stock York Inc. Registration Purchase Plan Statement on Form S-3, File No. 333-58799, filed on 7/9/98 (the "7/9/98 S-3"). 4.12 Amended and Restated Dividend Reinvestment, Incorporated by reference to Stock Purchase, Resident Stock Purchase and Home Properties of New York, Employee Stock Purchase Plan Inc. Form 10-Q for the Quarter ended 6/30/98 (the "6/30/98 10-Q"). 4.13 Amendment No. Three to Amended and Restated Incorporated by reference to Dividend Reinvestment, Stock Purchase, the Home Properties of New Resident Stock Purchase and Employee Stock York, Inc. Registration Purchase Plan Statement on Form S-3, Registration No. 333-67733, filed on 11/23/98 (the "11/23/98 S-3"). 4.14 Directors' Stock Grant Plan Incorporated by reference to the 5/22/98 8-K. 4.15 Director, Officer and Employee Stock Incorporated by reference to Purchase and Loan Plan 5/22/98 8-K. 4.16 Home Properties of New York, Inc., Home Incorporated by reference to Properties of New York, L.P. Executive the 7/2/99 8-K. Retention Plan 4.17 Home Properties of New York, Inc. Deferred Incorporated by reference to Bonus Plan the 7/2/99 8-K. 4.18 Fourth Amended and Restated Dividend Incorporated by reference to Reinvestment, Stock Purchase, Resident the Registration Statement on Stock Purchase and Employee Stock Purchase Form S-3, File No. 333-94815 Plan. filed on 1/18/2000. 4.19 Directors Deferred Compensation Plan Incorporated by reference to the Home Properties of New York, Inc. Form 10-K for the period ended 12/31/99 (the "12/31/99 10-K"). 4.20 Agency Fee and Warrant Agreement Incorporated by reference to the Form 8-K/A filed by Home Properties of New York, Inc. on 6/9/00 (the "6/9/00 8-K/A"). 4.21 Form of Warrant Incorporated by reference to the 6/9/00 8-K/A. 4.22 Agency Fee and Warrant Agreement, Amendment Incorporated by reference to No.1 the Form 8-K filed by Home Properties of New York, Inc. on 6/30/00 (the "6/30/00 8-K"). 4.23 Home Properties of New York, Inc. Amendment Incorporated by reference to Number One to the Amended and Restated the Form 10-Q Stock Benefit Plan of Home Properties of New York, Inc. for the quarter ended 3/31/00 (the "3/31/00 10-Q"). 4.24 Fifth Amended and Restated Dividend Incorporated by reference Reinvestment, Stock Purchase, Resident to the Registration Stock Purchase and Employee Stock Purchase Statement on Form S-3, file Plan No. 333-54160, filed 1/23/01 4.25 Sixth Amended and Restated Dividend Filed herewith. Reinvestment and Direct Stock Purchase Plan 10.1 Second Amended and Restated Agreement of Incorporated by reference to Limited Partnership of Home Properties of the 9/26/97 8-K. New York, L.P. 10.2 Amendments No. One through Eight to the Incorporated by reference to Second Amended and Restated Agreement of Form 10-K of Home Properties Limited Partnership of Home Properties of of New York, Inc. for the New York, L.P. period ended 12/31/97 (the "12/31/97 10-K"). 10.3 Articles of Incorporation of Home Incorporated by reference to Properties Management, Inc. the S-11 Registration Statement. 10.4 By-Laws of Home Properties Management, Inc. Incorporated by reference to S-11 Registration Statement. 10.5 Articles of Incorporation of Conifer Realty Incorporated by reference to Corporation 12/31/95 10-K. 10.6 Articles of Amendment to the Articles of Filed herewith. Incorporation of Conifer Realty Corporation Changing the name to Home Properties Resident Services, Inc. 10.7 By-Laws of Conifer Realty Corporation. Incorporated by reference to the 12/31/95 10-K. 10.8 Home Properties Trust Declaration of Trust, Incorporated by reference to dated September 19, 1997 the 9/26/97 8-K. 10.9 Employment Agreement between Home Incorporated by reference to Properties of New York, L.P. and Norman the 6/30/94 10-Q. P. Leenhouts. 10.10 Amendments No. One, Two and Three to the Incorporated by reference to Employment Agreement between Home the Form 10-K filed by Home Properties of New York, L.P. and Norman P. Properties of New York, Inc. Leenhouts for the year ended 12/31/98 (the "12/31/98 10-K"). 10.11 Employment Agreement between Home Incorporated by reference to Properties of New York, L.P. and Nelson B. the 6/30/94 10-Q. Leenhouts 10.12 Amendments No. One, Two and Three to the Incorporated by reference to Employment Agreement between Home the 12/31/98 10-K. Properties of New York, L.P. and Nelson B. Leenhouts. 10.13 Indemnification Agreement between Home Incorporated by reference to Properties of New York, Inc. and certain the 6/30/94 10-Q. officers and directors. 10.14 Indemnification Agreement between Home Incorporated by reference to Properties of New York, Inc. and Richard J. the 12/31/95 10-K. Crossed 10.l5 Indemnification Agreement between Home Incorporated by reference to Properties of New York, Inc. and Alan L. the 12/31/96 10-K. Gosule. 10.16 Registration Rights Agreement among Home Incorporated by reference to Properties of New York, Inc., Home Leasing the 6/30/94 10-Q. Corporation, Leenhouts Ventures, Norman P. Leenhouts, Nelson B. Leenhouts, Amy L. Tait, David P. Gardner, Ann M. McCormick, William Beach, Paul O'Leary, Richard J. Struzzi, Robert C. Tait, Timothy A. Florczak and Laurie Tones. 10.17 Agreement of Operating Sublease, dated Incorporated by reference to October 1, 1986, among KAM, INc., Morris the S-11 Registration Massry and Raintree Island Associates, as Statement. amended by Letter Agreement Supplementing Operating Sublease dated October 1, 1986. 10.18 Form of Term Promissory Note payable to Incorporated by reference to Home Properties of New York, by the 12/31/96 10-K. officers and directors in association with the Executive and Director Stock Purchase and Loan Program. 10.19 Form of Pledge Security Agreement executed Incorporated by reference to by officers and directors in connection the 12/31/96 10-K. with Executive and Director Stock Purchase and Loan Program. 10.20 Schedule of Participants, loan amounts and Incorporated by reference to shares issued in connection with the the 12/31/96 10-K. Executive and Director Stock Purchase and Loan Program. 10.21 Subordination Agreement between Home Incorporated by reference to Properties of New York, Inc. and The Chase the 12/31/96 10-K. Manhattan Bank relating to the Executive and Director Stock Purchase and Loan Program. 10.22 Partnership Interest Purchase Agreement, Incorporated by reference to dated as of December 23, 1996 among Home the 12/23/96 8-K. Properties of New York, Inc., Home Properties of New York, L.P. and State of Michigan Retirement Systems. 10.23 Registration Rights Agreement, dated as of Incorporated by reference to December 23, 1996 between Home Properties the 12/23/96 8-K. of New York, Inc. and State of Michigan Retirement Systems. 10.24 Lock-Up Agreement, dated December 23, 1996 Incorporated by reference to between Home Properties of New York, Inc. the 12/23/96 8-K. and State of Michigan Retirement Systems. 10.25 Agreement dated as of April 13, 1998 Incorporated by reference to between Home Properties of New York, Inc. the Home Properties of New and the Treasurer of the State of Michigan York, Inc. Form 8-K filed 4/15/98 (the "4/15/98 8-K"). 10.26 Amendment No. Nine to the Second Amended Incorporated by reference to and Restated Agreement of Limited 5/14/98 S-3. Partnership of the Operating Partnership 10.27 Master Credit Facility Agreement by and Incorporated by reference to among Home Properties of New York, Inc., the Home Properties of New Home Properties of New York, L.P., Home York, Inc. Form 10-Q for the Properties WMF I LLC and Home Properties quarter ended 9/30/98 (the of New York, L.P. and P-K Partnership "9/30/98 Form 10-Q"). doing business as Patricia Court and Karen Court and WMF Washington Mortgage Corp., dated as of August 28, 1998. 10.28 First Amendment to Master Credit Facility Incorporated by reference to Agreement, dated as of December 11, 1998 the 12/31/98 10-K. among Home Properties of New York, Inc., Home Properties of New York, L.P., Home Properties WMF I LLC and Home Properties of New York, L.P. and P-K Partnership doing business as Patricia Court and Karen Court and WMF Washington Mortgage Corp. and Fannie Mae. 10.29 Second Amendment to Master Credit Facility Incorporated by reference to Agreement, dated as of August 30, 1999 the 12/31/99 10-K. among Home Properties of New York, Inc., Home Properties of New York, L.P., Home Properties WMF I LLC and Home Properties of New York, L.P. and P-K Partnership doing business as Patricia Court and Karen Court and WMF Washington Mortgage Corp. and Fannie Mae 10.30 Amendments Nos. Ten through Seventeen to Incorporated by reference to the Second Amended and Restated Limited the 12/31/98 10-K. Partnership Agreement. 10.31 Amendments Nos. Eighteen through Twenty- Incorporated by reference to Five to the Second Amended and Restated the Home Properties of New Limited Partnership Agreement York, Inc. Form 10-Q for the quarter ended 9/30/99 (the "9/30/99 10-Q"). 10.32 Credit Agreement, dated 8/23/99 between Incorporated by reference to Home Properties of New YOrk, L.P., the the 9/30/99 10-Q. Lenders, Party hereto and Manufacturers and Traders Trust Company as Administrative Agent 10.33 Amendment No. Twenty-Seven to the Second Incorporated by reference to Amended and Restated Limited Partnership the 12/29/99 S-3 Agreement 10.34 Amendments Nos. Twenty-Six and Twenty-Eight Incorporated by reference to through Thirty to the Second Amended and the 12/31/99 10-K. Restated Limited Partnership Agreement 10.35 Registration Rights Agreement between Home Incorporated by reference to Properties of New York, Inc. and GE Captial the 12/31/99 10-K. Equity Investment, Inc., dated 9/29/99 10.36 Amendment to Partnership Interest Purchase Incorporated by reference to Agreement and Exchange Agreement the 12/29/99 S-3. 10.37 2000 Stock Benefit Plan Incorporated by reference to the 12/31/99 10-K. 10.38 Purchase Agreement between Home Properties Incorporated by reference to of New York, Inc., The Prudential Insurance 5/22/00 8-K. Company of America and Teachers Insurance And Annuity Association of America 10.39 Purchase Agreement between Home Properties Incorporated by reference of New York, Inc. and The Equitable Life to the 6/12/00 8-K. Assurance Society of the United States. 10.40 Purchase Agreement between Home Properties Incorporated by reference to of New York, Inc. and the Pacific Life the 6/3/00 8-K. Insurance Company and AEW Capital Management 10.41 Home Properties of New York, L.P. Amendment Incorporated by reference to Number One to Executive Retention Plan the 3/31/00 10-Q. 10.42 Amendments No. Thirty-One and Thirty-Two to Incorporated by reference to the Second Amended and Restated Limited the 3/31/00 10-Q. Partnership Agreement 10.43 Form of Purchase and Sale Agreement between Incorporated by reference to Blackhawk Apartments Limited Partnership the 12/5/00 8-K/A. and Home Properties of New York, L.P. 10.44 Form of Purchase and Sale Agreement between Incorporated by reference to Home Properties of New York, L.P. and the 12/5/00 8-K/A. Caesar Figoni 10.45 Form of Real Estate Purchase Agreement Incorporated by reference between Smith Property Holdings Orleans, to the 12/5/00 8-K/A. LLC and Home Properties of New York, L.P. 10.46 Purchase Agreement between Home Properties Incorporated by reference of New York, Inc., The Prudential Insurance to the 12/22/00 8-K. Company of America and Teachers Insurance and Annuity Association of America 10.47 Employment Agreement between Home Filed herewith. Properties of New York, L.P., Home Properties of New York Inc. and Edward J. Pettinella, and Amendment No. One, thereto 10.48 Consulting Agreement between Home Filed herewith. Properties of New York, L.P. and Amy L. Tait 10.49 Amendment No. Thirty Three to the Second Filed herewith Amended and Restated Limited Partnership Agreement 10.50 Amendment No. Thirty Five to the Second Filed herewith. Amended and Restated Limited Partnership Agreement 10.51 Amendment No. Forty Two to the Second Filed herewith. Amended and Restated Limited Partnership Agreement 10.52 Amendments Nos. Thirty Four, Thirty Six Filed herewith. through Forty One, Forty Three and Forty Four to the Second Amended and Restated Limited Partnership Agreement 10.53 Purchase and Sale Agreement among Home Filed herewith Properties of New York, L.P., Conifer Realty Corporation and Conifer Realty LLC, and Amendments Nos. One and Two thereto. 11 Computation of Per Share Earnings Schedule Filed herewith. 21 List of Subsidiaries of Home Properties of Filed herewith. New York, Inc. 23 Consent of PricewaterhouseCoopers LLP Filed herewith. 99 Additional Exhibits- Debt Summary Schedule Filed herewith. EX-4 2 0002.txt EXHIBIT 4.25 HOME PROPERTIES OF NEW YORK, INC. SIXTH AMENDED AND RESTATED DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN 1. PURPOSE AND ADMINISTRATION. The Home Properties' Dividend Reinvestmentand Direct Stock Purchase Plan ("Plan") provides the stockholders of Home Properties of New York, Inc. ("Home Properties") an opportunity to automatically invest their cash dividends on shares of Home Properties' common stock, par value $.01 per share ("Common Stock"), in additional shares of Common Stock as well as to make monthly or other voluntary cash investments in shares of Common Stock. The Plan also provides the adult residents of multifamily residential properties owned by Home Properties ("Residents") with the opportunity to make voluntary cash investments in shares of Common Stock through regular monthly amounts added to their rent checks or other voluntary cash investments. Employees of Home Properties and its affiliates ("Employees") also have the opportunity under the Plan to make voluntary cash investments in shares of Common Stock through payroll deductions or other voluntary cash payments. Persons who are not already stockholders of Home Properties and who are not Residents or Employees may also purchase shares of Common Stock under the Plan through voluntary cash payments. A maximum of 12,400,000 shares of Common Stock is available under the Plan for purchase with dividend reinvestment or optional cash payments. The Plan is administered by Mellon Investor Services, transfer agent for Home Properties. Mellon Investor Services or any successor administrator of the Plan is referred to as the "Agent". 2. PURCHASE OF SHARES. (a) Purchases of Common Stock of Home Properties by the Agent for the Plan may be made, at Home Properties' option, either (i) from Home Properties out of its authorized but non-outstanding shares; or (ii) in the open market (on the New York Stock Exchange or any securities exchange where the common stock is then traded, in the over-the-counter market or in negotiated transactions). The "Plan Purchase Price" shall be, with respect to shares of Common Stock purchased from Home Properties or on the open market or in negotiated transactions, the average of the daily high and low sale prices of the Common Stock on the New York Stock Exchange for the period of five trading days preceding the Purchase Date (as hereinafter described). Home Properties may not change its designation as to whether shares of Common Stock will be purchased from Home Properties or on the open market more than once in any three month period and only, to the extent required by applicable law, rules or regulations, if Home Properties' needs to raise additional capital has changed, or another valid reason exists for the change. (b) In making purchases for the Participant's account, Agent may commingle the Participant's funds with those of other Participants in the Plan. Home Properties may commingle funds from resident and employee investments with those of other Participants and will transmit promptly (if required by applicable law, rules or regulations by the opening of business on the next business day if funds are received before noon, or by noon of the next business day if the funds are received after noon and otherwise in the ordinary course of business) all such funds to the Agent or to a segregated escrow account for the benefit of Participants at a bank. The price at which Agent shall be deemed to have acquired shares for the Participant's account shall be the Plan Purchase Price , without reduction for any commission, which shall be paid by Home Properties. Shares to be purchased by Agent on the open market will be purchased by Agent as promptly as practicable, consistent with the provisions of any applicable securities laws and market conditions, and in no event will dividends or optional cash payments be invested more than 30 days after receipt by Agent except where necessary to comply with applicable laws and regulations. The exact timing of open market purchases, including determining the number of shares, if any, to be purchased on any day or at any time of that day, the prices paid for such shares, the markets on which such purchases are made and the persons (including brokers and dealers) from or through which such purchases are made shall be determined by Agent or the broker selected by it for that purpose. Agent may purchase Common Stock in advance of a dividend payment date or interim investment date for settlement on or after such date. No interest will be paid on funds held by Agent pending investment. Agent may hold the shares of all Participants on deposit in its name or in the name of its nominee. Agent shall have no responsibility as to the value of the Home Properties' shares of Common Stock acquired for the Participant's account. It is understood that for a number of reasons, including observance of the Rules and Regulations of the Securities and Exchange Commission requiring temporary curtailment or suspension of purchases, it is possible that the whole amount of funds available in the Participant's account for the shares of Home Properties might not be applied to the purchase of such shares on or before the next ensuing Purchase Date. Agent shall not be liable when conditions prevent the purchase of shares or interfere with the timing of such purchases, provided, however, such funds shall be returned to Participants if not used to purchase Common Stock: (a) within 35 days of receipt of optional cash payments; or (b) within 30 days of the dividend date for dividend reinvestments. 3. DIVIDEND REINVESTMENT. As Participant's Agent, Agent will receive on or before each dividend payment date, cash from Home Properties equal to the dividend on the shares of Common Stock of Home Properties held by each stockholder participating in the Plan, or that number of full and fractional shares (computed to four decimal places) acquired under the Plan. Agent will apply such funds towards the purchase of shares of Common Stock for the Participant's account. The Purchase Date with respect to all funds received as cash for dividends from Home Properties shall be the dividend payment date as declared by Home Properties from time to time. The purchase price per share of Common Stock for shares purchased for the Plan with reinvested dividends shall be 98% of the Plan Purchase Price for the applicable Purchase Date, subject to the conditions of paragraph 18(b) below. Cash dividends on shares credited to the Participant's account will be automatically re-invested to purchase additional shares. 4. RESIDENT STOCK PURCHASE PLAN. Resident Participants will have the option of making voluntary cash contributions to Home Properties by check payable to the AgentAgent will apply the funds that it has received from Resident Participants towards the purchase of shares of Common Stock for the Resident Participant's account. The Purchase Date with respect to all such funds received from Resident Participants will be once per month on or about the tenth day of each month. Optional cash payments made by Resident Participants and received by the Agent prior to the beginning of the five day pricing period for the applicable Purchase Date will be invested on the next applicable Purchase Date. The purchase price per share for shares purchased for the Plan with voluntary cash payments from Residents shall be 98% of the Plan Purchase Price for the applicable Purchase Date, subject to the conditions of paragraph 18(b) below. Subject to the provisions of paragraph 7 below, a Resident Participant's optional cash payments may be no less than $50 and no more than $1,000 in the aggregate in any one month. No interest will be paid on funds held by the Agent prior to investment. Cash investments received by the Agent will be returned to a Resident Participant upon written request received by the Agent (whichever received the investment) at least two (2) business days prior to the applicable Purchase Date. 5. EMPLOYEE STOCK PURCHASE PLAN. Individuals who are employees of Home Properties, Home Properties of New York, L.P., Home Properties Management, Inc. and any other entities under the control of Home Properties are eligible to participate in the employee stock purchase portion of the Plan. Employees will have the option of having their voluntary cash contributions automatically deducted from their paychecks pursuant to a payroll deduction or may make voluntary contributions by check payable to the Agent. As Participant's Agent, Agent will receive prior to the beginning of the five day pricing period of each month the amount of the voluntary cash investments received directly by Home Properties pursuant to payroll deductions authorized by Employee Participants. Agent will apply such funds along with the funds that it has received directly from Employee Participants, toward the purchase of shares of Common Stock for the Employee Participant's account. The Purchase Date with respect to all such funds received from Employee Participants will be once per month on or about the 10th day of each month. Optional cash payments made by Employee Participants by means of payroll deduction no later than five (5) days prior to the applicable Purchase Date or received by the Agent prior to the beginning of the five (5) day pricing period for the applicable Purchase Date will be invested on the next applicable Purchase Date. The purchase price per share for shares purchased for the Plan with voluntary cash payments either in the form of payroll deductions or otherwise from Employees shall be 98% of the Plan Purchase Price for the applicable Purchase Date, subject to the conditions of paragraph 18(b) below. Subject to the provisions of paragraph 7 below, an Employee Participant's optional cash payments may be no less than $50 and no more than $1,000 in the aggregate in any one month. No interest will be paid on funds held by the Agent or Home Properties prior to investment. Cash investments received by Home Properties or the Agent will be returned to an Employee upon written request received by Home Properties or the Agent (whichever received the investment) at least two (2) business days prior to the applicable Purchase Date. 6. STOCK PURCHASE PLAN. As Participant's Agent, Agent will receive monthly or otherwise, as determined by the Participant, voluntary cash investments from all other Participants. Agent will apply such funds towards the purchase of shares of Common Stock for the Participant's account. The Purchase Date with respect to voluntary cash payments shall be once per month on or about the tenth of each month. Optional cash payments received by the Agent prior to the beginning of the five (5) day pricing period of each month will be invested on the applicable Purchase Date. The purchase price per share for shares purchased for the Plan with optional cash payments made by stockholders of record of Home Properties ("Stockholders") and limited partners of record of Home Properties of New York, L.P. ("Operating Partnership"), and all affiliate owned limited partnerships ("Partners") shall be 98% of the Plan Purchase Price for the applicable Purchase Date, subject to the conditions of paragraph 18(b) below. The purchase price per share for shares purchased for the Plan with optional cash payments made by persons who are not Stockholders, Partners, Residents or Employees on the Purchase Date shall be 98% of the Plan Purchase Price for the applicable Purchase Date, subject to the conditions of paragraph 18(d) below. Subject to the provisions of paragraph 7 below, any optional cash payments by Participants may be no less than $50 and no more than $1,000 in the aggregate in any one month. Subject to the provisions of paragraph 7 below, any optional cash payments by persons who are not Stockholders, Partners, Residents or Employees must be $1,000. No interest will be paid on funds held by the Agent prior to investment. Voluntary cash investments received by the Agent will be returned to Participant upon written request received by the Agent at least two (2) business days prior to the applicable Purchase Date. 7. PERMITTED PAYMENTS IN EXCESS OF LIMITS. Optional cash payments in excess of $1,000, but not greater than $25,000 may be made with the prior approval of Home Properties. Subject to the conditions of paragraph 18(d) below, optional cash purchases greater than $1,000 may receive a discount between 0% and 3% from the Plan Purchase Price. Home Properties reserves the right to review and adjust the discount each month. Optional cash payments in excess of $25,000 may be made by a Participant only upon approval by Home Properties of a written request for permission to make cash investments in excess of the above limit (a "Waiver Purchase Form") from such Participant. No pre-established maximum limit applies to optional cash payments that may be made pursuant to a Waiver Purchase. Notwithstanding the above, Participants may not acquire more than 8% of the Common Stock outstanding at any time and a maximum of 10,250,000 shares is available under the Plan for purchase with optional cash payments. A Waiver Purchase will be considered on the basis of a variety of factors, which may include: Home Properties' current and projected capital requirements, the alternatives available to Home Properties to meet those requirements, prevailing market prices for the Common Stock and other Home Properties' securities, general economic and market conditions, expected aberrations in the price or trading volume of Home Properties' securities, the number of shares held by the Participant submitting the Waiver Purchase Form, the aggregate amount of optional cash payments for which such Waiver Purchase Forms have been submitted and the administrative constraints associated with granting such Waiver Purchase request. Grants of permission to purchase Common Stock in excess of $25,000 per month will be made in the absolute discretion of Home Properties. Unless it waives its right to do so, Home Properties may establish for each Purchase Date a minimum price (the "Threshold Price") which applies only to the investment of optional cash payments in excess of $25,000. The Threshold Price will be a stated dollar amount that the Plan Purchase Price of the Common Stock for the respective Purchase Date must equal or exceed. The Threshold Price will initially be established by Home Properties before the beginning of the five (5) day pricing period prior to the Purchase Date; however, Home Properties reserves the right to change the Threshold Price at any time. The Threshold Price will be determined in Home Properties' sole discretion after a review of current market conditions and other relevant factors. In the event that the Threshold Price is not satisfied for the respective Purchase Date, each Participant's optional cash payments made pursuant to a Waiver Purchase request would be returned, without interest, to such Participant. This return procedure will apply regardless of whether shares are purchased by the Agent in the open market or directly from Home Properties. For any Purchase Date, Home Properties may waive its right to set a Threshold Price for optional cash payments in excess of $25,000. Setting a Threshold Price for a Purchase Date shall not affect the setting of a Threshold Price for any subsequent Purchase Date. 8. ACCOUNTS. As soon as practicable after the purchases of shares have been completed for any Purchase Date, Agent will send to each Participant a statement of account confirming the transaction and itemizing any previous investment and reinvestment activity for the calendar year. Shares of Common Stock credited to a Participant's account may not be pledged or assigned, and any attempted pledge or assignment is void. A Participant who wishes to pledge or assign shares of Common Stock credited to the Participant's account must first withdraw such shares from the account. 9. AUTHORIZATION. Stockholder authorization for dividend reinvestment must be received by Agent at least one (1) day prior to the dividend record date for Home Properties' Common Stock; otherwise, such authorization shall not be effective until the next dividend record date. 10. INCOME TAX. The reinvestment of dividends does not relieve the Participant of any income tax which may be payable on such dividends. In the case of both foreign participants who elect to have their dividends reinvested and whose dividends are subject to United States income tax withholding and other Participants who elect to have their dividends reinvested and who are subject to "backup" withholding under Section 3406(a)(1) of the Internal Revenue Code of 1986, as amended, the Plan Agent shall invest in Shares in an amount equal to the dividends of such Participants less the amount of tax required to be withheld. 11. VOTING. All shares of Common Stock credited to a Participant's account under the Plan may be voted by the Participant. If on the record date for a meeting of Stockholders there are shares credited to the account of a Participant, that Participant will be sent the proxy material for the meeting and a proxy covering all of the Participant's shares, including shares credited to the Participant's account. If the Participant returns an executed proxy, it will be voted with respect to all of Participant's shares (including any fractional shares), or the Participant may vote all of the shares in person at the meeting. 12. CERTIFICATES. Shares of Common Stock purchased under the Plan are registered in the name of a nominee and shown on each Participant's account. However, a Participant may request a certificate for any of the whole shares which have accumulated in such Participant's account by written request. Each certificate issued is registered in the name or names in which the account is maintained, unless otherwise instructed in writing. If the certificate is to be issued in a name other than the name of the Plan account, the Participant or Participants must have his or her signature(s) guaranteed by a commercial bank or a broker. Certificates for fractional shares will not be issued in any case. Dividends will continue to be paid on the cumulative holdings of both full and fractional shares remaining in the Participant's account and will automatically be reinvested. Participants who wish to do so may deposit certificates for shares of Home Properties' Common Stock registered in their names with the Agent for credit under the Plan. There is no charge for such deposits and by making such deposit the Participant will be relieved of the responsibility for loss, theft or destruction of the certificates. 13. TERMINATION OF PARTICIPATION. A Participant may terminate his account at any time by notifying the Agent in writing. Unless the termination notice is received by Agent at least five (5) days prior to any dividend record date, it cannot be processed until after purchases made from the dividends paid have been completed and credited to Participant's accounts. All dividends with a record date after timely receipt of notice for termination will be sent directly to the Participant. Agent may terminate the account by notice in writing mailed to the Participant. Once termination has been effected, Agent shall, within 30 days of receipt of such notice, issue to the Participant, without charge, certificates for the full shares held in Participant's account or, if he so requests, sell the full shares held under the Plan, deduct brokerage commissions, transfer taxes (if any) and a service charge and deliver the proceeds to Participant. The Participant's interest in any fractional share held in Participant's account at termination will be paid in cash at the then current market value of shares of Common Stock. A Participant will also be entitled to the uninvested portion of any voluntary investment, whether under the Resident Stock Purchase, Employee Stock Purchase or the Stock Purchase portions of the Plan, if notice of termination is received at least two (2) business days prior to the date when Agent becomes obligated to pay for purchased shares. If a Participant disposes of all shares represented by certificates registered in Participant's own name on the books of Home Properties but does not give notice of termination under the Plan, Agent may continue to reinvest the dividends on his or her stock held under the Plan until otherwise directed. 14. STOCK DIVIDENDS. It is understood that any stock dividends or stock splits distributed by Home Properties on shares of Common Stock held by Agent for the Participant will be credited to the Participant's account. In the event Home Properties makes available to its stockholders rights to purchase additional shares of Common Stock or other securities, the Participant will receive appropriate instructions in connection with all such rights directly from Agent in order to permit a Participant to determine what action Participant desires to take. 15. RESPONSIBILITY OF AGENT. Agent shall not be liable hereunder for any act done in good faith, or for any good faith omission to act, including, without limitation, any claims of liability: (1) arising out of failure to terminate any Participant's account upon such Participant's death prior to receipt of notice in writing of such death; and (2) with respect to the prices at which shares are purchased or sold for the Participant's account and the times such purchases or sales are made. 16. AMENDMENT OF PLAN. The Plan may be amended or supplemented by Home Properties at any time or times, but, except when necessary or appropriate to comply with law or the rules or policies of the Securities and Exchange Commission, the Internal Revenue Service or other regulatory authority or with respect to any modifications or amendments which do not materially affect the rights of Participants, such amendment or supplement shall only be effective upon mailing written notice at least 30 days prior to the effective date thereof to each Participant. The amendment or supplement shall be deemed to be accepted by the Participant unless prior to the effective date thereof, Agent receives written notice of the termination of Participant's account. Any such amendment may include an appointment by Agent in its place and stead of a successor Bank or Agent under these terms and conditions, in which event Home Properties is authorized to pay such successor Bank or Agent for the account of the Participant, all dividends and distributions payable on Home Properties shares of Common Stock held by the Participant for application by such successor Bank or Agent as provided in these terms and conditions. 17. TERMINATION OF PLAN. Home Properties reserves the right to suspend or terminate the Plan at any time and from time to time, and in particular, reserves the right to refuse optional cash payments from any person who, in the sole discretion of Home Properties, is attempting to circumvent the interests of the Plan by making excessive optional cash payments through multiple stockholder accounts or by engaging in arbitrage activities. Home Properties may also suspend, terminate or refuse participation in the Plan to any person if, participation or any increase in the number of shares held by such person, would, in the opinion of the Board of Directors of Home Properties jeopardize the status of the company as a real estate investment trust. 18. COMPLIANCE WITH APPLICABLE LAW AND REGULATIONS. (a) Home Properties' obligation to offer, issue or sell its newly issued shares hereunder shall be subject to Home Properties obtaining any necessary approval, authorization and consent from any regulatory authorities having jurisdiction over the issuance and sale of the shares. Home Properties may elect not to offer or sell its shares hereunder to persons residing in any jurisdiction where, in the sole discretion of Home Properties, the burden or expense of compliance with applicable blue sky or securities laws make that offer or sale impracticable or inadvisable. (b) According to Internal Revenue Service guidelines, the actual discount received by Participants may not exceed 5% of the one-day New York Stock Exchange trading average on the applicable Purchase Date, including any fees or commissions paid on behalf of the Participants by the Agent or Home Properties. The Agent will calculate the purchase price at 98% of the Plan Purchase Price and test for the 5% rule. The actual purchase price per share will be the higher of the two amounts for that Purchase Date. (c) To the extent required to comply with law or the rules or policies of the Securities and Exchange Commission, if Common Stock is purchased directly from Home Properties by the Agent under the Plan, neither Home Properties nor any "affiliated purchaser" as defined under the Securities Exchange Act of 1934, as amended, shall purchase any Common Stock on any day on which the market price of the Common Stock will be a factor in determining the Plan Purchase Price as provided in paragraph 2(a) of the Plan. 19. APPLICABLE LAW. The terms and conditions of this Plan shall be governed by the laws of the State of Maryland. 20. EFFECTIVE DATE. The effective date of the Plan as amended and restated is April 10, 2001. All correspondence and questions regarding the Plan and/or any Participant's account should be directed to: Mellon Bank, N.A. C/o Mellon Investor Services P.O. Box 3338 South Hackensack, New Jersey 07606-1938 Telephone: (888)245-0458 or such other address as to which notice is given to Participants in writing. EX-10 3 0003.txt EXHIBIT 10.6 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF CONIFER REALTY CORPORATION Conifer Realty Corporation, a Maryland corporation (the "Corporation"), for the purpose of amending its Articles of Incorporation, hereby certifies to the State Department of Assessments and Taxation of Maryland that: 1. The charter of the Corporation is hereby amended by striking out Article I and inserting in lieu thereof the following: ARTICLE I Name The name of the Corporation is Home Properties Resident Services, Inc. (hereinafter referred to as the "Corporation"). 2. The amendment of the charter of the Corporation as hereinabove set forth has been duly advised by the Board of Directors and approved by the stockholders of the Corporation. IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in its name and on its behalf by its President and attested by its Secretary on this 14th day of December, 2000. Conifer Realty Corporation /s/ Richard J. Crossed ----------------------------------- Richard J. Crossed, President Attest: /s/ Ann M. McCormick - --------------------------------------- Ann M. McCormick, Secretary EX-10 4 0004.txt EXHIBIT 10.47 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into as of the 31st day of January, 2001 between Home Properties of New York, L.P., a New York limited partnership (the "Company"), Home Properties of New York, Inc., a Maryland corporation ("HME") and Edward J. Pettinella, an individual residing at 8 Chelsea Park, Pittsford, New York 14534 ("Employee"). WHEREAS, the Company and Employee desire to enter into this Employment Agreement to formalize the terms pursuant to which Employee will be employed by the Company; NOW THEREFORE, in consideration of the mutual promises, benefits and covenants herein contained, the Company and Employee hereby agree as follows: 1. Effective Date; Term. (a) This Agreement shall be effective on the Employee's commencement of employment by the Company, which shall be a date selected by Employee but no later than February 5, 2001 (the "Commencement Date"). (b) The Company employs Employee, and Employee accepts such employment, for a period commencing on the Commencement Date and ending December 31, 2003 (the "Term"). 2. Duties. During the term of this Agreement, the Company shall cause Employee to serve in the capacity of Executive Vice President of Home Properties of New York, Inc. or in any other capacity as agreed to by Employee and the Chairman and President of HME. Employee shall report to and perform such duties as may be determined by the Chairman and the President of HME. At the first meeting of the Board of Directors of HME (the "Board") occurring after the Commencement Date, Employee will be elected to the Board. In addition, Employee will be nominated by the Board to stand for election as a member of the Board at the meeting of the shareholders of HME to be held in 2001, 2002 and 2003. Employee shall devote substantially all of his business time to the interests and business of the Company, HME and their subsidiaries and affiliates, except during customary vacation periods of four weeks per year, periods of illness and other absences beyond his control. 3. Compensation, Benefits and Expenses. 3.1 Base Salary and Bonus. During the period from the Commencement Date through the term of this Agreement, the Company shall pay to Employee the Base Salary described below. The Base Salary shall be paid in equal installments pursuant to the Company's standard payroll policies and shall be subject to such withholding or deductions as may be mutually agreed between the Company and Employee or required by law. For the period from the Commencement Date through December 31, 2001, the "Base Salary" shall be at the annual rate of $300,000 per year, for calendar year 2002 the Base Salary shall be $350,000 and for calendar year 2003 the Base Salary shall be $400,000. 3.2 Incentive Compensation. Employee shall receive incentive compensation pursuant to the Company's Incentive Compensation Plan as such plan may be amended from time to time. For services rendered in the calendar year 2001, the Employee shall have the factor of 10% applied to his Base Salary for purposes of determining his shares of the bonus pool under the Incentive Compensation Plan. Such factor shall increase to 11% for the calendar year 2002 and to 12% for the calendar year 2003. One-half of the bonus shall be non- discretionary and the other half shall be payable to the Employee in the discretion of the Management and Directors Committee of the Board of Directors of HME. A description of the current Incentive Compensation Plan is attached as Exhibit A. The above is subject to modification upon the agreement of the Employee and the Management and Directors Committee without further need to modify this Agreement. The Management and Directors Committee of the Board at its next regularly scheduled meeting (February 7, 2001) will approve the award of and on that date HME shall award to Employee, under the terms of HME's 2000 Stock Benefit Plan (the "Plan"), options to purchase 100,000 shares of HME's common stock (the "Common Stock") at a per share price equal to the closing price of a share of HME's Common Stock on the New York Stock Exchange on the date of issuance. These options will be exercisable at any time within ten years and will be fully vested upon grant. On the date of HME's regular quarterly meeting of its Board of Directors held in each of August 2001 and August 2002, the Management and Directors Committee of the Board will approve the award of and on those dates HME shall award to the Employee options to purchase an additional 50,000 shares of Common Stock at a per share price equal to the closing price on the date of the meetings. Such options will be exercisable at any time within ten years of the date of grant and will vest as follows: (a) August 2001 options will vest 25,000 on the anniversary date in August 2002 and 25,000 on the anniversary date in August 2002; and (b) August 2002 options will vest 25,000 on the anniversary date in August 2003 and 25,000 on the anniversary date in August 2004. The options to be granted will be incentive stock options up to the limit permitted by the Internal Revenue Code with the balance to be non-qualified stock options. A copy of HME's 2000 Stock Benefit Plan is attached as EXHIBIT B. 3.3 Fringe Benefits. During the period of his employment, Company shall provide Employee with such fringe benefits as shall be determined by the Management and Directors Committee of the Board of Directors of HME; provided, such fringe benefits shall be no less favorable than those provided to other senior executives of HME. 3.4 Expenses. During the term of this Agreement, the Company authorizes Employee to incur reasonable and necessary expenses in the course of performing his duties and rendering services hereunder, and the Company shall reimburse Employee for all such expenses within thirty (30) days after Employee renders to the Company an account of such expenses and such other substantiation as the Company may reasonably request. 4. Termination. 4.1 Termination. This Agreement may be terminated by the Company at any time with or without "Cause" or by Employee at any time with or without "Good Reason". 4.2 Definition of Cause. As used herein, "Cause" shall mean: (a) acceptance by Employee of employment (full or part-time) with, performance by Employee as a consultant to or agent of, or receipt by Employee of any direct or indirect remuneration for services performed for, any other for profit business entity whether or not competitive with the Company, without the prior approval of the Board of Directors of HME; (b) dishonest or fraudulent actions by Employee in the conduct of his duties for the Company or the conviction of Employee of a felony; (c) death of Employee; (d) failure by Employee to devote substantially all of his business time to the business of the Company in accordance with paragraph 2 hereof; or (e) physical or mental disability of Employee that prevents him from performing his duties for 90 consecutive days or for an aggregate of 180 days in any twelve-month period. 4.3 Definition of Good Reason. As used herein, "Good Reason" shall mean: (a) fraudulent conduct by the Company or HME in which Employee is not a participant and that is not promptly cured by the Company or the General Partner after notice; or (b) a material breach of this Agreement by the Company or HME that is not promptly cured after notice; or (c) any requirement by the Company that Employee relocate to a principal place of business outside of the Rochester, New York metropolitan area. 4.4 Termination for Cause or without Good Reason. In the event that: (a) the Company terminates this Agreement for Cause; or (b) Employee resigns or terminates without Good Reason, then, in any such event, Employee's rights to receive any payments and benefits pursuant to this Agreement shall, effective upon the date of termination or expiration of his employment, terminate in all respects, except that the Company shall pay to Employee any payments and benefits hereunder that are accrued and unpaid up to such date, and shall reimburse Employee for any expenses incurred as of such date pursuant to paragraph 3.4 hereof. 4.5 Termination without Cause or for Good Reason. In the event that: (a) the Company terminates this Agreement for any reason other than for Cause; or (b) Employee resigns or terminates this Agreement for Good Reason, then, in any such event, the Company shall pay to Employee: (i) any payments and benefits hereunder that are accrued and unpaid up to, and shall reimburse Employee for any expenses incurred pursuant to paragraph 3.4 hereof prior to, the date of termination or expiration; and (ii) within ten business days after termination of his employment, a lump sum equal to the greater of two or the number of full years remaining in the Term multiplied by Employee's Base Salary as of the date of termination and the same number of years multiplied by the incentive compensation determined in accordance with Paragraph 3.2 for services rendered in the year preceding the date of termination of employment. In the event that the termination occurs before the amount of the incentive compensation for services rendered in the year preceding the date of termination have been finally determined, then the payment to Employee shall be an estimate with an adjustment to be made promptly upon the determination of the actual amount pursuant to the Company's Incentive Compensation Plan. In addition to the above payment, the fringe benefits provided to Employee during the term of this Agreement pursuant to Section 3.3 hereof shall continue until the earlier to occur of: (i) the later of (x) 2 years from the termination; and (y) December 31, 2003; and (ii) Employee receives substantially equivalent benefits from a subsequent employer. 4.6 Executive Retention Plan. Employee will be eligible to participate in the benefits of HME's Executive Retention Plan, which is attached hereto as Exhibit C, as such plan may be subsequently amended. 5. Position of Chief Executive Officer. If the Employee is not appointed Chief Executive Officer of HME on or prior to December 31, 2003 and the Employee thereafter elects to terminate his employment with the Company on or before March 31, 2004 or the Company after December 31, 2003 terminates Employee's employment then the Company shall pay to the Employee within ten business days after termination of his employment a lump sum equal to $800,000 plus two times the incentive compensation payable to Employee under Section 3.2 for services rendered by the Employee in the year 2003. In the event that the termination occurs before the amount of the incentive compensation for 2003 has been finally determined, then the payment to the Employee shall be an estimate with an adjustment to be made promptly upon the determination of the actual amount pursuant to the Company's Incentive Compensation Plan. This obligation will survive the expiration of this Agreement. 6. Stock Loan. Pursuant to its Director, Officer and Employee Stock Purchase and Loan Plan (the "Loan Plan"), HME will loan Employee sufficient funds to purchase 50,000 shares of Common Stock at a purchase price equal to 97% of the Market Price (as defined in the Plan) at an interest rate of 8%. A copy of the Loan Plan is attached hereto as Exhibit D. 7. Notices. Any notices or other communications under this Agreement shall be in writing and shall be given by personal delivery or by a nationally recognized overnight delivery service, and shall be deemed given when personally delivered, or on the next business day following delivery to a nationally recognized delivery service: (I) if to Employee, addressed to: Edward J. Pettinella 8 Chelsea Park Pittsford, New York 14534 (ii) if to the Company or HME, addressed to: Home Properties of New York, L.P. 850 Clinton Square Rochester, New York 14604 or to such other address or addresses as either party shall have specified in writing to the other party hereto. 8. GOVERNING LAW. ALL QUESTIONS PERTAINING TO THE VALIDITY, CONSTRUCTION, EXECUTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICTS OF LAW. 9. Entire Agreement. This Agreement and the benefit plans referred to herein constitute the entire agreement of the parties hereto with respect to the matters contained herein, and no modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by each of the parties hereto. No Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns. 10. Headings. The paragraph and subparagraph headings contained in this Agreement are for reference purposes only and shall not affect the construction or interpretation of this Agreement. 11. Counterparts. This Agreement may be executed in several counterparts, and all counterparts so executed shall constitute one agreement, binding on the parties hereto, notwithstanding that both parties are not signatory to the original or the same counterpart. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates set forth below, effective as of the date first above written. Date: 1/31/01 HOME PROPERTIES OF NEW YORK, L.P. By: Home Properties of New York, Inc. General Partner By: /s/ Norman Leenhouts ----------------------------------------------- Norman Leenhouts, Chairman HOME PROPERTIES OF NEW YORK, INC. Date: 1/31/01 By: /s/ Nelson B. Leenhouts ------------------------------------------- Nelson B. Leenhouts, President Date: 1/31/01 /s/ Edward J. Pettinella ------------------------------------------------ Edward J. Pettinella AMENDMENT NO. ONE TO EMPLOYMENT AGREEMENT This Amendment No. One is dated as of February 15, 2001 and amends the Employment Agreement entered into on January 31, 2001 among Home Properties of New York, L.P., Home Properties of New York, Inc. and Edward J. Pettinella ("Employee"). The parties hereto agree that paragraph 6 of the above referenced Employment Agreement is hereby amended to provide that the loan to be made to Employee shall be in an amount sufficient to purchase 75,000 shares of Common Stock rather than 50,000 shares. As amended hereby, the Employment Agreement remains in full force and effect. HOME PROPERTIES OF NEW YORK, L.P. By: Home Properties of New York, Inc. , General Partner By: /s/ Nelson B. Leenhouts Title: President HOME PROPERTIES OF NEW YORK, INC. By: /s/ Nelson B. Leenhouts Title: President /s/ Edward J. Pettinella ------------------------- Edward J. Pettinella EX-10 5 0005.txt EXHIBIT 10.48 CONSULTING AGREEMENT This Agreement (the "Agreement") is made as of the 14{th} day of February, 2001 to be effective as of February 15, 2001, between Home Properties of New York, L.P. (the "Company"), a New York limited partnership, and Amy L. Tait ("Consultant"). W I T N E S S E T H: WHEREAS, the parties hereto desire to establish a formal and continuing consulting relationship for the period after Consultant ceases to be an officer and employee of the Company; NOW, THEREFORE, the Company and Consultant hereby agree as follows 1. Definitions "Affiliate" means any person, corporation, company, partnership or other legal entity which controls, is controlled by or is under common control with the Company. "Board of Directors" means the Board of Directors of Home Properties of New York, Inc. "Business" means the acquisition, financing, operation and management of multifamily apartment communities and management, financing and operation of the Company and its Affiliates and such other activities as are of strategic importance to the Company or any of its Affiliates. "Person" shall mean an individual, a corporation, trust, partnership, sole proprietorship and other legal entity. 2. Consulting Duties and Obligations. Effective the 15th day of February, 2001 (the "Effective Date"), the Company hereby engages Consultant as a consultant, and Consultant hereby accepts such engagement on the following terms and conditions: A. Duties. (a) As Reasonably Needed. During the term of Consultant's engagement under this Agreement, Consultant shall be reasonably available during normal business hours on a reasonable "as-needed" basis at such times and places as shall be reasonably requested by the executive officers to assist the Company as a general advisor to its Business and such other projects as may be requested of Consultant by the executive officers or Board of Directors. (b) Location. Consultant will be provided an office as needed and access to support staff to perform the services requested of Consultant at the headquarters of the Company. B. Limitations. Consultant's services shall be those of an independent contractor rather than an employee or agent of Company, and Consultant is not be authorized to bind Company or to act on behalf of Company. Consultant shall perform the services requested pursuant to this Agreement in accordance with Consultant's own methods and judgment. Consultant may, during the term of this Agreement, act as an officer or director of any other business or activity except as expressly prohibited by this Agreement. 3. Confidential Information. Consultant acknowledges that by reason of this Consulting Agreement, she may have access to confidential information of the Company and any of its Affiliates, including, without limitation, customer lists, information pertaining to acquisitions, services, developments, improvements in existing services and financial information of the Company or any such Affiliate. Consultant agrees that she will not, for any reason whatsoever, directly or indirectly, use or benefit from, or disclose to any Person, any confidential information relating to the Business without the express written authorization of appropriate officers of the Company. This covenant shall survive the expiration or earlier termination of this Agreement. 4. Non-compete. From and after the Effective Date to and including February 15, 2002, Consultant agrees that she will not directly or indirectly, without the written consent of the Board, own, manage, operate, control, be employed by, or participate in or be connected with (excluding the ownership of less than a 5% limited partnership interest in the case of a partnership and less than 5% of the outstanding voting shares in the case of a corporation) any entity owning or having a financial interest in, whether direct or indirect, a business entity which is in the business of owning, operating, acquiring, developing or otherwise dealing in multifamily residential real properties in any area within a 200 mile radius of any real property owned by the company or any of its affiliates. This covenant shall survive the expiration or earlier termination of this Agreement. 5. Compensation. In consideration of the performance by Consultant of her obligations under this Agreement, including but not limited to the non-compete agreement set forth in paragraph 4 above, Consultant shall receive compensation of $198,000 payable in twelve monthly installments of $16,500 each, beginning on March 1, 2001 and continuing on the first day of each month thereafter. Payments shall be made by check payable to Consultant. In addition, on or about February 15, 2001 and to induce Consultant to execute this Agreement, the Company shall pay Consultant a one time fee equal to $127,000. 6. Term. The term of this Agreement shall commence on February 15, 2001, and end on February 15, 2002, unless sooner terminated as provided below. 7. Termination. The Company may terminate this Agreement by written notice (the "Termination Notice") upon the occurrence of any one of the following events of default (each, an "Event of Default"): (A) the failure by Consultant to perform any of Consultant's obligations under this Agreement and to cure such failure within 10 days after written notice thereof; (B) the death or disability of Consultant. As used in this Agreement, the term "disability" means the Consultant's inability to engage in substantial gain or activity with respect to the Company by reason of any medically determined physical or mental impairment which is expected to last for a continuous period of three (3) months. The Company shall determine such disability by such objective proof as it shall reasonably require. This Agreement shall terminate on the date specified by the Company in any notice of termination given in accordance with this Agreement and the Company shall thereafter have no further liability or obligation to the Consultant under this Agreement and, expressly, no obligation to make the payments described in Section 5 above, and this Agreement, together with such payment obligation, shall be terminated, cancelled and of no further force or effect. 8. Miscellaneous Terms. This Agreement shall be subject to the following terms and conditions: (A) Notices. Any notice required or permitted to be given under this Agreement shall be in writing and deemed to have been duly given or made if delivered personally or by facsimile on a business day, or sent by certified mail or recognized overnight courier and will be given when received by the addressee: If to Company: Home Properties of New York, Inc. 850 Clinton Square Rochester, NY 14604 Facsimile: Attn: Ann M. McCormick If to Consultant: Ms. Amy L. Tait 2615 East Avenue Rochester, NY 14610 (B) Assignment. This Agreement is personal to Consultant and Consultant may not assign or delegate the rights or obligations hereunder, other than to Tait Realty Advisors, LLC, without first obtaining the written consent of the Company. (C) Severability. Each paragraph of this Agreement is severable and should any court or other governmental body or competent jurisdiction declare any provision of this Agreement invalid or unenforceable by reason of any rule of law or public policy, all other provisions hereunder shall remain in full force and effect. (D) Waiver of Breach. The waiver by the Company of a breach by Consultant of any provision of this Agreement shall not operate to be construed as a waiver of any subsequent breach by Consultant. (E) Binding Effect. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company, including any acquirer of substantially all of the business or assets of the Company and its Affiliates. (F) Entire Agreement and Changes. This Agreement contains the entire agreement of the parties and may be changed only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. (G) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall constitute one and the same instrument (H) Applicable Law; Jurisdiction. This Agreement shall be governed of the State of New York both as to interpretation and performance and without regard to its principles on conflicts of laws. The parties submit to the exclusive jurisdiction of the Courts of the State of New York, federal and state, located in Monroe County for the resolution of any dispute which does or may arise under this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above. HOME PROPERTIES OF NEW YORK, L.P. By: Home Properties of New York, Inc., General Partner By: _/s/ Norman Leenhouts ----------------------------------- Norman Leenhouts, Chairman By:/s/ David P. Gardner /s/ Amy L. Tait -------------------- ---------------------- David P. Gardner, Amy L. Tait Senior Vice President EX-10 6 0006.txt EXHIBIT 10.49 AMENDMENT NO. 33 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOME PROPERTIES OF NEW YORK, L.P. This AMENDMENT No. 33 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOME PROPERTIES OF NEW YORK, L.P., dated as of May 22, 2000 (this "Amendment"), is being executed by Home Properties of New York, Inc., a Maryland corporation (the "General Partner"), as the general partner of Home Properties of New York, L.P., a New York limited partnership (the "Partnership"), pursuant to the authority conferred on the General Partner by Section 9.10(b)(iii) of the Second Amended and Restated Agreement of Limited Partnership of Home Properties of New York, L.P., dated as of September 23, 1997, as amended (the "Agreement"). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement. WHEREAS, on May 22, 2000, the General Partner filed Articles Supplementary amending its Charter to designate and classify 600,000 shares of authorized but unissued shares of its preferred stock, par value $.01 per share, as shares of its Series C Convertible Cumulative Preferred Stock, par value $.01 per share (the "Series C Preferred Stock"); WHEREAS, in accordance with Section 3.04 of the Agreement, upon the issuance of any such shares of Series C Preferred Stock, the General Partner will contribute the net cash proceeds from such issuance to the QRS (as defined in the Agreement), which will contribute such net cash proceeds to the Partnership in exchange for a number of Partnership Preferred Units equal to the number of shares of Series C Preferred Stock so issued, which Partnership Preferred Units shall have designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of the Series C Preferred Stock, except as otherwise set forth herein; and WHEREAS, pursuant to Section 3.03(a) of the Agreement, the General Partner is authorized to determine the relative rights and powers of such Partnership Preferred Units in its sole discretion. NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: 1. The Agreement is hereby amended by the addition of a new exhibit, entitled "EXHIBIT E", in the form attached hereto, which shall be attached to and made a part of the Agreement. 2. Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects. IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above. GENERAL PARTNER: HOME PROPERTIES OF NEW YORK, INC. By: /S/ Amy L. Tait -------------------------- Name: Amy L. Tait Title: Executive Vice President EXHIBIT E PARTNERSHIP UNIT DESIGNATION OF THE SERIES C PARTNERSHIP PREFERRED UNITS OF HOME PROPERTIES OF NEW YORK, L.P. 1. NUMBER OF UNITS AND DESIGNATION. A class of Partnership Preferred Units is hereby designated as "Series C Partnership Preferred Units," and the number of Partnership Preferred Units constituting such series shall be 400,000. 2. DEFINITIONS. For purposes of the Series C Partnership Preferred Units, the following terms shall have the meanings indicated in this Section 2, and capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Agreement: "AGREEMENT" shall mean the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of September 23, 1997, as amended. "CALL DATE" shall have the meaning set forth in paragraph (a) of Section 5 of this EXHIBIT E. "COMMON Stock" shall mean the Common Stock, $0.01 par value per share, of the General Partner or such shares of the General Partner's capital stock into which outstanding shares of Common Stock shall be reclassified. "DISTRIBUTION PAYMENT DATE" shall mean any date on which cash dividends are paid on all outstanding shares of the Series C Preferred Stock. "JUNIOR PARTNERSHIP UNITS" shall have the meaning set forth in paragraph (c) of Section 9 of this EXHIBIT E. "PARITY PARTNERSHIP UNITS" shall have the meaning set forth in paragraph (b) of Section 9 of this EXHIBIT E. "PARTNERSHIP" shall mean Home Properties of New York, L.P., a New York limited partnership. "PARTNERSHIP COMMON UNITS" shall mean a fractional, undivided share of the Partnership Interests of all Partners issued pursuant to Section 3.01 and 3.02 of the Agreement. "REPURCHASE DATE " SHALL have the meaning set forth in paragraph (a) of Section 6 of this EXHIBIT E. "SENIOR PARTNERSHIP UNITS" shall have the meaning set forth in paragraph (a) of Section 9 of this Exhibit E. "SERIES C ARTICLES SUPPLEMENTARY " MEANS the Articles Supplementary to the Amended and Restated Articles of Incorporation of the General Partner, dated May 19, 2000, designating the Series C Preferred Stock. "SERIES C PARTNERSHIP PREFERRED UNIT" means a Partnership Preferred Unit with the designations, preferences and relative, participating, optional or other special rights, powers and duties as are set forth in this EXHIBIT E. It is the intention of the General Partner that each Series C Partnership Preferred Unit shall be substantially the economic equivalent of one share of Series C Preferred Stock. "SERIES C PREFERRED STOCK" means the Series C Convertible Cumulative Preferred Stock, par value $0.01 per share, of the General Partner, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption set forth in the Series C Articles Supplementary. 3. DISTRIBUTIONS. On every Distribution Payment Date, the holders of Series C Partnership Preferred Units shall be entitled to receive distributions payable in cash in an amount per Series C Partnership Preferred Unit equal to the per share dividend payable on the Series C Preferred Stock on such Distribution Payment Date. Each such distribution shall be payable to the holders of record of the Series C Partnership Preferred Units, as they appear on the records of the Partnership at the close of business on the record date for the dividend payable with respect to the Series C Preferred Stock on such Distribution Payment Date. Holders of Series C Partnership Preferred Units shall not be entitled to any distributions on the Series C Partnership Preferred Units, whether payable in cash, property or stock, except as provided herein. 4. LIQUIDATION PREFERENCE. (a) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the holders of Series C Partnership Preferred Units shall be entitled to receive the greater of: (x) One Hundred Dollars ($100.00) per Series C Partnership Preferred Unit , plus an amount per Series C Partnership Preferred Unit equal to all dividends (whether or not declared) accumulated, accrued and unpaid on one share of Series C Preferred Stock to the date of final distribution to such holders; and (y) the amount per Series C Partnership Preferred Unit a holder would receive if such holder converted his or her Series C Partnership Preferred Units into Partnership Common Units immediately prior to such liquidation, dissolution or winding-up (the "Liquidation Preference"); but such holders shall not be entitled to any further payment. Until the holders of the Series C Partnership Preferred Units have been paid the Liquidation Preference in full, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series C Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series C Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series C Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (b) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of Series C Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series C Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein. 5. REDEMPTION. Series C Partnership Preferred Units shall be redeemable by the Partnership as follows: (a) At any time that the General Partner exercises its right to redeem all or any of the shares of Series C Preferred Stock, the General Partner shall cause the Partnership to redeem an equal number of Series C Partnership Preferred Units, at a redemption price per Series C Partnership Preferred Unit equal to the same price paid by the General Partner to redeem the Series C Preferred Stock, and such price shall be paid in the same manner as paid by the General Partner for the Series C Preferred Stock redeemed on the same date as the date of redemption of the Series C Preferred Stock (the "Call Date"), in the manner set forth herein; provided, however, that in the event of a redemption of Series C Partnership Preferred Units, if the Call Date occurs after a dividend record date for the Series C Preferred Stock and on or prior to the related Distribution Payment Date, the distribution payable on such Distribution Payment Date in respect of such Series C Partnership Preferred Units called for redemption shall be payable on such Distribution Payment Date to the holders of record of such Series C Partnership Preferred Units on the applicable dividend record date, and shall not be payable as part of the redemption price for such Series C Partnership Preferred Units. (b) If the Partnership shall redeem Series C Partnership Preferred Units pursuant to paragraph (a) of this Section 5, from and after the Call Date (unless the Partnership shall fail to make available the amount of cash or other forms of consideration necessary to effect such redemption), (i) except for payment of the redemption price, the Partnership shall not make any further distributions on the Series C Partnership Preferred Units so called for redemption, (ii) said units shall no longer be deemed to be outstanding, and (iii) all rights of the holders thereof as holders of Series C Partnership Preferred Units of the Partnership shall cease except the rights to receive the cash payable upon such redemption, without interest thereon; provided, however, that if a Call Date occurs after a dividend record date for the Series C Preferred Stock and on or prior to the related Distribution Payment Date, the full distribution payable on such Distribution Payment Date in respect of such Series C Partnership Preferred Units called for redemption shall be payable on such Distribution Payment Date to the holders of record of such Series C Partnership Preferred Units on the applicable dividend record date notwithstanding the prior redemption of such Series C Partnership Preferred Units. No interest shall accrue for the benefit of the holders of Series C Partnership Preferred Units to be redeemed on any cash set aside by the Partnership. 6. REPURCHASE Series C Partnership Preferred Units shall be repurchased by the Partnership if a "Fundamental Change" or "REIT Termination Event" (as such terms are defined in the Series C Articles Supplementary) occurs and the General Partner is required to repurchase any of the shares of Series C Preferred Stock. (a) At the time that the General Partner repurchases any of the shares of Series C Preferred Stock, the General Partner shall cause the Partnership to repurchase an equal number of Series C Partnership Preferred Units, at a price per Series C Partnership Preferred Unit equal to the repurchase price specified in the Series C Articles Supplementary for the shares of Series C Preferred Stock, and such price shall be paid in the same manner as paid by the General Partner for the Series C Preferred Stock repurchased on the same date as the date of repurchase of the Series C Preferred Stock (the "Repurchase Date"), in the manner set forth herein; provided, however, that in the event of a repurchase of Series C Partnership Preferred Units, if the Repurchase Date occurs after a dividend record date for the Series C Preferred Stock and on or prior to the related Distribution Payment Date, the distribution payable on such Distribution Payment Date in respect of such Series C Partnership Preferred Units to be repurchased shall be payable on such Distribution Payment Date to the holders of record of such Series C Partnership Preferred Units on the applicable dividend record date, and shall not be payable as part of the Repurchase Price for such Series C Partnership Preferred Units. (b) If the Partnership shall repurchase Series C Partnership Preferred Units pursuant to paragraph (a) of this Section 6, from and after the Repurchase Date (unless the Partnership shall fail to make available the amount of cash or other forms of consideration necessary to effect such redemption), (i) except for payment of the repurchase price, the Partnership shall not make any further distributions on the Series C Partnership Preferred Units repurchased, (ii) said units shall no longer be deemed to be outstanding, and (iii) all rights of the holders thereof as holders of Series C Partnership Preferred Units of the Partnership shall cease except the rights to receive the cash payable upon such repurchase, without interest thereon; provided, however, that if a Repurchase Date occurs after a dividend record date for the Series C Preferred Stock and on or prior to the related Distribution Payment Date, the full distribution payable on such Distribution Payment Date in respect of such Series C Partnership Preferred Units to be repurchased shall be payable on such Distribution Payment Date to the holders of record of such Series C Partnership Preferred Units on the applicable dividend record date notwithstanding the prior repurchase of such Series C Partnership Preferred Units. No interest shall accrue for the benefit of the holders of Series C Partnership Preferred Units to be repurchased on any cash set aside by the Partnership. 7. STATUS OF REACQUIRED UNITS. All Series C Partnership Preferred Units which shall have been issued and reacquired in any manner by the Partnership shall be deemed cancelled. 8. CONVERSION. Series C Partnership Preferred Units shall be convertible as follows: (a) Upon any conversion of shares of Series C Preferred Stock into shares of Common Stock, the General Partner shall cause a number of Series C Partnership Preferred Units equal to the number of such converted shares of Series C Preferred Stock to be converted by the holders thereof into Partnership Common Units. The conversion ratio in effect from time to time for the conversion of Series C Partnership Preferred Units into Partnership Common Units pursuant to this Section 8 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series C Preferred Stock into Common Stock. (b) In the event of a conversion of any Series C Partnership Preferred Units, the Partnership shall make a cash payment to the holder thereof equal to the cash payment required to be made by the General Partner to the holder of the shares of Series C Preferred Stock the conversion of which required the conversion of such Series C Partnership Preferred Units. Holders of Series C Partnership Preferred Units at the close of business on a distribution payment record date shall be entitled to receive the distribution payable on such units on the corresponding Distribution Payment Date notwithstanding the conversion thereof following such distribution payment record date and prior to such Distribution Payment Date. Except as provided above, the Partnership shall make no payment or allowance for unpaid distributions on converted units or for distributions on the Partnership Common Units issued upon such conversion. Each conversion of Series C Partnership Preferred Units into Partnership Common Units shall be deemed to have been effected at the same time and date that the corresponding conversion of Series C Preferred Stock into Common Stock is deemed to have been effected. (c) No fractional Partnership Common Units shall be issued upon conversion of Series C Partnership Preferred Units. Instead of any fractional Partnership Common Units that would otherwise be deliverable upon the conversion of Series C Partnership Preferred Units, the Partnership shall pay to the holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted shares of Series C Preferred Stock in lieu of fractional shares of Common Stock. (d) The Partnership will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of (i) the issue or delivery of Partnership Common Units or other securities or property on conversion or redemption of Series C Partnership Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Stock or other securities or property on conversion or redemption of Series C Preferred Stock pursuant to the terms hereof. 9. RANKING. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Series C Partnership Preferred Units, as to the payment of distributions and as to distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series C Partnership Preferred Units ("Senior Partnership Units"); (b) on a parity with the Series C Partnership Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Series C Partnership Preferred Units if the holders of such class or series of Partnership Units and the Series C Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in this paragraph being hereinafter referred to as "Parity Partnership Units"), and (c) junior to the Series C Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if such class or series of Partnership Units shall be Partnership Common Units or the holders of Series C Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as "Junior Partnership Units"). 10. SPECIAL ALLOCATIONS. (a) Gross income and, if necessary, gain shall be allocated to the holders of Series C Partnership Preferred Units for any Fiscal Year (and, if necessary, subsequent Fiscal Years) to the extent that the holders of Series C Partnership Preferred Units receive a distribution on any Series C Partnership Preferred Units (other than an amount included in any redemption pursuant to Section 5 hereof) with respect to such Fiscal Year. (b) If any Series C Partnership Preferred Units are redeemed pursuant to Section 5 hereof, for the Fiscal Year that includes such redemption (and, if necessary, for subsequent Fiscal Years) (a) gross income and gain (in such relative proportions as the General Partner in its discretion shall determine) shall be allocated to the holders of Series C Partnership Preferred Units to the extent that the redemption amounts paid or payable with respect to the Series C Partnership Preferred Units so redeemed exceeds the aggregate Capital Contributions (net of liabilities assumed or taken subject to by the Partnership) per Series C Partnership Preferred Unit allocable to the Series C Partnership Preferred Units so redeemed and (b) deductions and losses (in such relative proportions as the General Partner in its discretion shall determine) shall be allocated to the holders of Series C Partnership Preferred Units to the extent that the aggregate Capital Contributions (net of liabilities assumed or taken subject to by the Partnership) per Series C Partnership Preferred Unit allocable to the Series C Partnership Preferred Units so redeemed exceeds the redemption amount paid or payable with respect to the Series C Partnership Preferred Units so redeemed. 11. RESTRICTIONS ON OWNERSHIP. The Series C Partnership Preferred Units shall be owned and held solely by the General Partner or the QRS. 12. VOTE REQUIRED FOR AMENDMENT, MERGER, CONSOLIDATION, ETC. So long as any Series C Partnership Preferred Units are outstanding, in addition to any other vote or consent required by law or by the Agreement, the affirmative vote of at least 66-2/3% of the holders of the Series C Partnership Preferred Units, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating: (a) Any amendment, alteration or repeal of any of the provisions of the Agreement, or this Exhibit E thereto, that materially and adversely affects the powers, rights or preferences of the holders of the shares of Series C Partnership Preferred Units; PROVIDED, HOWEVER, that the amendment of the provisions of the Agreement so as to authorize or create or to increase the authorized amount of, any Junior Partnership Units, or other Units that are not senior in any respect to the Series C Partnership Preferred Units or any Parity Partnership Units shall not be deemed to materially adversely affect the powers, rights or preferences of the holders of Series C Partnership Preferred Units; or (b) An exchange that affects the Series C Partnership Preferred Units, a consolidation with or merger of the Partnership into another entity, or a consolidation with or merger of another entity into the Partnership, unless in each such case each Series C Partnership Preferred Unit (i) shall remain outstanding without a material and adverse change to its terms and rights or (ii) shall be converted into or exchanged for convertible preferred securities of the surviving entity having preferences, conversion or other rights, powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption thereof identical to that of a Series C Partnership Preferred Unit (except for changes that, do not materially and adversely affect the holders of the Series C Partnership Preferred Units); or (c) The authorization, reclassification or creation of, or the increase in the authorized amount of, any Units of any series, or any security convertible into Units of any series, ranking prior to the Series C Partnership Preferred Units in the distribution of assets on any liquidation, dissolution or winding up of the Partnership or in the payment of distributions; or (d) Any increase in the authorized amount of Series C Partnership Preferred Units or decrease in the authorized amount of Series C Partnership Preferred Units below the number of Series C Partnership Preferred Units then issued and outstanding; provided, however, that no such vote of the holders of Series C Partnership Preferred Units shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance of any such prior Units or convertible security is to be made, as the case may be, provision is made for the redemption or repurchase of all Series C Partnership Preferred Units at the time outstanding to the extent such redemption or repurchase is authorized by Section 5 or 6 hereof. For purposes of the foregoing provisions of this Section 12, each Series C Partnership Preferred Unit shall have one (1) vote, except that when any other series of Preferred Units shall have the right to vote with the Series C Partnership Preferred Units as a single class on any matter, then the Series C Partnership Preferred Units and such other series shall have with respect to such matters one (1) vote per $100.00 of stated value. Except as otherwise required by applicable law or as set forth herein, the Series C Partnership Preferred Units shall not have any relative, participating, optional or other special voting rights and powers other than as set forth herein, and the consent of the holders thereof shall not be required for the taking of any Partnership action. 13. General (a) The ownership of Series C Partnership Preferred Units may (but need not, in the sole and absolute discretion of the General Partner) be evidenced by one or more certificates. The General Partner shall amend Exhibit A to the Agreement from time to time to the extent necessary to reflect accurately the issuance of, and subsequent conversion, redemption, or any other event having an effect on the ownership of, Series C Partnership Preferred Units. (b) The rights of the General Partner and the QRS, in their capacity as holders of the Series C Partnership Preferred Units, are in addition to and not in limitation of any other rights or authority of the General Partner or the QRS, respectively, in any other capacity under the Agreement or applicable law. In addition, nothing contained herein shall be deemed to limit or otherwise restrict the authority of the General Partner or the QRS under the Agreement, other than in their capacity as holders of the Series C Partnership Preferred Units. 14. Economic Equivalency. Notwithstanding any other provision of this Exhibit E, the shares of Series C Preferred Stock and the Series C Partnership Preferred Units are intended to be substantially equivalent in distributions and other payments. In the event that any provision of this Exhibit E would result in a different distribution or other payments being made to the holder of a Series C Partnership Preferred Units than to a holder of a share of Series C Preferred Stock, this Exhibit E shall be deemed automatically amended to conform to the terms of the Series C Articles Supplementary with respect to such distribution or other payment. EX-10 7 0007.txt EXHIBIT 10.50 AMENDMENT NO. 35 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOME PROPERTIES OF NEW YORK, L.P. This AMENDMENT No. 35 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOME PROPERTIES OF NEW YORK, L.P., dated as of June 5 , 2000 (this "Amendment"), is being executed by Home Properties of New York, Inc., a Maryland corporation (the "General Partner"), as the general partner of Home Properties of New York, L.P., a New York limited partnership (the "Partnership"), pursuant to the authority conferred on the General Partner by Section 9.10(b)(iii) of the Second Amended and Restated Agreement of Limited Partnership of Home Properties of New York, L.P., dated as of September 23, 1997, as amended (the "Agreement"). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement. WHEREAS, on June 5 2000, the General Partner filed Articles Supplementary amending its Charter to designate and classify 500,000 shares of authorized but unissued shares of its preferred stock, par value $.01 per share, as shares of its Series D Convertible Cumulative Preferred Stock, par value $.01 per share (the "Series D Preferred Stock"); WHEREAS, in accordance with Section 3.04 of the Agreement, upon the issuance of any such shares of Series D Preferred Stock, the General Partner will contribute the net cash proceeds from such issuance to the QRS (as defined in the Agreement), which will contribute such net cash proceeds to the Partnership in exchange for a number of Partnership Preferred Units equal to the number of shares of Series D Preferred Stock so issued, which Partnership Preferred Units shall have designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of the Series D Preferred Stock, except as otherwise set forth herein; and WHEREAS, pursuant to Section 3.03(a) of the Agreement, the General Partner is authorized to determine the relative rights and powers of such Partnership Preferred Units in its sole discretion. NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: 1. The Agreement is hereby amended by the addition of a new exhibit, entitled "EXHIBIT F", in the form attached hereto, which shall be attached to and made a part of the Agreement. 2. Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects. IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above. GENERAL PARTNER: HOME PROPERTIES OF NEW YORK, INC. By: /s/ Amy L. Tait --------------------------------- Name: Amy L. Tait Title: Executive Vice President EXHIBIT F PARTNERSHIP UNIT DESIGNATION OF THE SERIES D PARTNERSHIP PREFERRED UNITS OF HOME PROPERTIES OF NEW YORK, L.P. 1. Number of Units and Designation. A class of Partnership Preferred Units is hereby designated as "Series D Partnership Preferred Units," and the number of Partnership Preferred Units constituting such series shall be 500,000. 2. Definitions. For purposes of the Series D Partnership Preferred Units, the following terms shall have the meanings indicated in this Section 2, and capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Agreement: "Agreement" shall mean the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of September 23, 1997, as amended. "Call Date" shall have the meaning set forth in paragraph (a) of Section 5 of this Exhibit F. "Common Stock" shall mean the Common Stock, $0.01 par value per share, of the General Partner or such shares of the General Partner's capital stock into which outstanding shares of Common Stock shall be reclassified. "Distribution Payment Date" shall mean any date on which cash dividends are paid on all outstanding shares of the Series D Preferred Stock. "Junior Partnership Units" shall have the meaning set forth in Section 9 of this Exhibit F. "Parity Partnership Units" shall have the meaning set forth in Section 9 of this Exhibit F. "Partnership" shall mean Home Properties of New York, L.P., a New York limited partnership. "Partnership Common Units" shall mean a fractional, undivided share of the Partnership Interests of all Partners issued pursuant to Section 3.01 and 3.02 of the Agreement. "Repurchase Date " shall have the meaning set forth in paragraph (a) of Section 6 of this Exhibit F. "Senior Partnership Units" shall have the meaning set forth in Section 9 of this Exhibit E. "Series D Articles Supplementary " means the Articles Supplementary to the Articles of Amendment and Restatement of Articles of Incorporation of the General Partner, dated June 2 , 2000, designating the Series D Preferred Stock. "Series D Partnership Preferred Unit" means a Partnership Preferred Unit with the designations, preferences and relative, participating, optional or other special rights, powers and duties as are set forth in this Exhibit F. It is the intention of the General Partner that each Series D Partnership Preferred Unit shall be substantially the economic equivalent of one share of Series D Preferred Stock. "Series D Preferred Stock" means the Series D Convertible Cumulative Preferred Stock, par value $0.01 per share, of the General Partner, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption set forth in the Series D Articles Supplementary. 3. Distributions. On every Distribution Payment Date, the holders of Series D Partnership Preferred Units shall be entitled to receive distributions payable in cash in an amount per Series D Partnership Preferred Unit equal to the per share dividend payable to the holders of record of shares of Series D Preferred Stock on such Distribution Payment Date. Each such distribution shall be payable to the holders of record of the Series D Partnership Preferred Units, as they appear on the records of the Partnership at the close of business on the Dividend Payment Record Date (as such term is defined in the Series D Articles Supplementary) for the dividend payable with respect to the Series D Preferred Stock, on such Distribution Payment Date. Holders of Series D Partnership Preferred Units shall not be entitled to any distributions on the Series D Partnership Preferred Units, whether payable in cash, property or stock, except as provided herein. 4. Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the holders of Series D Partnership Preferred Units shall be entitled to receive One Hundred Dollars ($100.00) (the "Liquidation Preference") per Series D Partnership Preferred Unit , plus an amount per Series D Partnership Preferred Unit equal to all dividends (whether or not declared) accumulated, accrued and unpaid on one share of Series D Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further payment; provided, that the dividend payable with respect to the Dividend Period (as such term is defined in the Series D Articles Supplementary) containing the date of final distribution shall be equal to the greater of: (i) the dividend provided in Section 3(a)(i) or (iii), as applicable, of the Series D Articles Supplementary; or (ii) the dividend determined pursuant to Section 3(a)(ii) of the Series D Articles Supplementary for the preceding Dividend Period. Until the holders of the Series D Partnership Preferred Units have been paid the Liquidation Preference in full, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series D Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series D Partnership Preferred Units and any such Parity Partnership Units ratably in accordance with the same respective amounts that would be payable on such Series D Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships or other entities, or (ii) a sale, lease, conveyance or transfer of all or substantially all of the Partnership's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (b) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of Series D Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series D Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein. 5. Redemption. Series D Partnership Preferred Units shall be redeemable by the Partnership as follows: (a) At any time that the General Partner exercises its right to redeem all of the shares of Series D Preferred Stock, the General Partner shall cause the Partnership to redeem an equal number of Series D Partnership Preferred Units, at a redemption price per Series D Partnership Preferred Unit equal to the same price paid by the General Partner to redeem the Series D Preferred Stock, and such price shall be paid in the same manner as paid by the General Partner for the Series D Preferred Stock redeemed on the same date as the date of redemption of the Series D Preferred Stock (the "Call Date"), in the manner set forth herein and in the Series D Articles Supplementary; provided, however, that in the event of a redemption of Series D Partnership Preferred Units, if the Call Date occurs after a dividend record date for the Series D Preferred Stock and on or prior to the related Distribution Payment Date, the distribution payable on such Distribution Payment Date in respect of such Series D Partnership Preferred Units called for redemption shall be payable on such Distribution Payment Date to the holders of record of such Series D Partnership Preferred Units on the applicable dividend record date, and shall not be payable as part of the redemption price for such Series D Partnership Preferred Units. (b) If the Partnership shall redeem Series D Partnership Preferred Units pursuant to paragraph (a) of this Section 5, from and after the Call Date (unless the Partnership shall fail to make available the amount of cash or other forms of consideration necessary to effect such redemption), (i) except for payment of the redemption price, the Partnership shall not make any further distributions on the Series D Partnership Preferred Units so called for redemption, (ii) said units shall no longer be deemed to be outstanding, and (iii) all rights of the holders thereof as holders of Series D Partnership Preferred Units of the Partnership shall cease except the rights to receive the cash payable upon such redemption, without interest thereon; provided, however, that if a Call Date occurs after a dividend record date for the Series D Preferred Stock and on or prior to the related Distribution Payment Date, the full distribution payable on such Distribution Payment Date in respect of such Series D Partnership Preferred Units called for redemption shall be payable on such Distribution Payment Date to the holders of record of such Series D Partnership Preferred Units on the applicable dividend record date notwithstanding the prior redemption of such Series D Partnership Preferred Units. No interest shall accrue for the benefit of the holders of Series D Partnership Preferred Units to be redeemed on any cash set aside by the Partnership. 6. Repurchase Series D Partnership Preferred Units shall be repurchased by the Partnership if a "Fundamental Change" or "REIT Termination Event" (as such terms are defined in the Series D Articles Supplementary) occurs and the General Partner is required to repurchase any of the shares of Series D Preferred Stock. (a) At the time that the General Partner repurchases any of the shares of Series D Preferred Stock, the General Partner shall cause the Partnership to repurchase an equal number of Series D Partnership Preferred Units, at a price per Series D Partnership Preferred Unit equal to the repurchase price specified in the Series D Articles Supplementary for the shares of Series D Preferred Stock, and such price shall be paid in the same manner as paid by the General Partner for the Series D Preferred Stock repurchased on the same date as the date of repurchase of the Series D Preferred Stock (the "Repurchase Date"), in the manner set forth herein and in the Series D Articles Supplementary; provided, however, that in the event of a repurchase of Series D Partnership Preferred Units, if the Repurchase Date occurs after a dividend record date for the Series D Preferred Stock and on or prior to the related Distribution Payment Date, the distribution payable on such Distribution Payment Date in respect of such Series D Partnership Preferred Units to be repurchased shall be payable on such Distribution Payment Date to the holders of record of such Series D Partnership Preferred Units on the applicable dividend record date, and shall not be payable as part of the Repurchase Price for such Series D Partnership Preferred Units. (b) If the Partnership shall repurchase Series D Partnership Preferred Units pursuant to paragraph (a) of this Section 6, from and after the Repurchase Date (unless the Partnership shall fail to make available the amount of cash or other forms of consideration necessary to effect such redemption), (i) except for payment of the repurchase price, the Partnership shall not make any further distributions on the Series D Partnership Preferred Units repurchased, (ii) said units shall no longer be deemed to be outstanding, and (iii) all rights of the holders thereof as holders of Series D Partnership Preferred Units of the Partnership shall cease except the rights to receive the cash payable upon such repurchase, without interest thereon; provided, however, that if a Repurchase Date occurs after a dividend record date for the Series D Preferred Stock and on or prior to the related Distribution Payment Date, the full distribution payable on such Distribution Payment Date in respect of such Series D Partnership Preferred Units to be repurchased shall be payable on such Distribution Payment Date to the holders of record of such Series D Partnership Preferred Units on the applicable dividend record date notwithstanding the prior repurchase of such Series D Partnership Preferred Units. No interest shall accrue for the benefit of the holders of Series D Partnership Preferred Units to be repurchased on any cash set aside by the Partnership. 7. Status of Reacquired Units. All Series D Partnership Preferred Units which shall have been issued and reacquired in any manner by the Partnership shall be deemed cancelled. 8. Conversion. Series D Partnership Preferred Units shall be convertible as follows: (a) Upon any conversion of shares of Series D Preferred Stock into shares of Common Stock, the General Partner shall cause a number of Series D Partnership Preferred Units equal to the number of such converted shares of Series D Preferred Stock to be converted by the holders thereof into Partnership Common Units. The conversion ratio in effect for the conversion of Series D Partnership Preferred Units into Partnership Common Units pursuant to this Section 8 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series D Preferred Stock into Common Stock. (b) In the event of a conversion of any Series D Partnership Preferred Units, the Partnership shall make a cash payment for fractional Partnership Common Units to the holder thereof equal to the cash payment for fractional shares required to be made by the General Partner to the holder of the shares of Series D Preferred Stock the conversion of which required the conversion of such Series D Partnership Preferred Units. Holders of Series D Partnership Preferred Units at the close of business on a distribution payment record date shall be entitled to receive the distribution payable on such units on the corresponding Distribution Payment Date notwithstanding the conversion thereof following such distribution payment record date and prior to such Distribution Payment Date. Except as provided above, the Partnership shall make no payment or allowance for unpaid distributions on converted units or for distributions on the Partnership Common Units issued upon such conversion. Each conversion of Series D Partnership Preferred Units into Partnership Common Units shall be deemed to have been effected at the same time and date that the corresponding conversion of Series D Preferred Stock into Common Stock is deemed to have been effected. (c) No fractional Partnership Common Units shall be issued upon conversion of Series D Partnership Preferred Units. Instead of any fractional Partnership Common Units that would otherwise be deliverable upon the conversion of Series D Partnership Preferred Units, the Partnership shall pay to the holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted shares of Series D Preferred Stock in lieu of fractional shares of Common Stock. (d) The Partnership will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of (i) the issue or delivery of Partnership Common Units or other securities or property on conversion or redemption of Series D Partnership Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Stock or other securities or property on conversion or redemption of Series D Preferred Stock pursuant to the terms hereof. 9. Ranking. The Series D Partnership Preferred Units shall, with respect to the payment of distributions and rights upon liquidation, dissolution or winding up of the Partnership, rank: (a) senior to all classes or series of Partnership Common Units, and to all equity securities issued by the Partnership the terms of which specifically provide that such equity securities rank junior to such Series D Partnership Preferred Units (such equity securities are herein referred to as "Junior Partnership Units"); (b) on a parity with the Partnership's Series B Partnership Preferred Units and Series C Partnership Preferred Units, and all other equity securities issued by the Partnership the terms of which specifically provide that such equity securities rank on a parity with the Series D Partnership Preferred Units (such equity securities are herein referred to as "Parity Stock"); and (c) junior to the Partnership's Series A Partnership Preferred Units, and to all equity securities issued by the Partnership the terms of which specifically provide that such equity securities rank senior to the Series D Partnership Preferred Units (such equity securities are herein referred to as "Senior Partnership Units"). The term "equity securities" shall not include convertible debt securities. 10. Special Allocations. (a) Gross income and, if necessary, gain shall be allocated to the holders of Series D Partnership Preferred Units for any Fiscal Year (and, if necessary, subsequent Fiscal Years) to the extent that the holders of Series D Partnership Preferred Units receive a distribution on any Series D Partnership Preferred Units (other than an amount included in any redemption pursuant to Section 5 hereof) with respect to such Fiscal Year. (b) If any Series D Partnership Preferred Units are redeemed pursuant to Section 5 hereof, for the Fiscal Year that includes such redemption (and, if necessary, for subsequent Fiscal Years) (a) gross income and gain (in such relative proportions as the General Partner in its reasonable discretion shall determine) shall be allocated to the holders of Series D Partnership Preferred Units to the extent that the redemption amounts paid or payable with respect to the Series D Partnership Preferred Units so redeemed exceeds the aggregate Capital Contributions (net of liabilities assumed or taken subject to by the Partnership) per Series D Partnership Preferred Unit allocable to the Series D Partnership Preferred Units so redeemed and (b) deductions and losses (in such relative proportions as the General Partner in its reasonable discretion shall determine) shall be allocated to the holders of Series D Partnership Preferred Units to the extent that the aggregate Capital Contributions (net of liabilities assumed or taken subject to by the Partnership) per Series D Partnership Preferred Unit allocable to the Series D Partnership Preferred Units so redeemed exceeds the redemption amount paid or payable with respect to the Series D Partnership Preferred Units so redeemed. 11. Restrictions on Ownership. The Series D Partnership Preferred Units shall be owned and held solely by the General Partner or the QRS. 12. Vote Required for Amendment, Merger, Consolidation, etc. So long as any Series D Partnership Preferred Units are outstanding, in addition to any other vote or consent required by law or by the Agreement, the approval of at least 66-2/3% of the holders of the Series D Partnership Preferred Units, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating: (a) Any amendment, alteration or repeal of any of the provisions of the Agreement, or this Exhibit F thereto, that materially and adversely affects any of the powers, rights, preferences or privileges of the holders of the Series D Partnership Preferred Units; provided, however, that the amendment of the provisions of the Agreement, so as to authorize or create or to increase the authorized amount of any Junior Partnership Units, or other Units that are not senior in any respect to the Series D Partnership Preferred Units or any Parity Partnership Units, shall not be deemed to materially adversely affect the powers, rights, preferences or privileges of the holders of Series D Partnership Preferred Units; or (b) An exchange that affects the Series D Partnership Preferred Units, a consolidation with or merger of the Partnership into another entity, or a consolidation with or merger of another entity into the Partnership, unless in each such case each Series D Partnership Preferred Unit (i) shall remain outstanding without a material and adverse change to its terms and rights or (ii) shall be converted into or exchanged for convertible preferred securities of the surviving entity having preferences, conversion or other rights, powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption thereof identical to that of a Series D Partnership Preferred Unit (except for changes that do not materially and adversely affect the holders of the Series D Partnership Preferred Units); or (c) The authorization, reclassification or creation of, or the increase in the authorized amount of, any Units of any series, or any security convertible into Units of any series, ranking prior to the Series D Partnership Preferred Units in the distribution of assets on any liquidation, dissolution or winding up of the Partnership or in the payment of distributions; or (d) Any increase in the authorized amount of Series D Partnership Preferred Units or decrease in the authorized amount of Series D Partnership Preferred Units below the number of Series D Partnership Preferred Units then issued and outstanding; provided, however, that no such vote of the holders of Series D Partnership Preferred Units shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance of any such prior Units or convertible security is to be made, as the case may be, provision is made for the redemption or repurchase of all Series D Partnership Preferred Units at the time outstanding to the extent such redemption or repurchase is authorized by Section 5 or 6 hereof. For purposes of the foregoing provisions of this Section 12, each Series D Partnership Preferred Unit shall have one (1) vote, except that when any other series of preferred units shall have the right to vote with the Series D Partnership Preferred Units as a single class on any matter, then the Series D Partnership Preferred Units and such other series shall have with respect to such matters one (1) vote per $100.00 of stated Liquidation Preference . Except as otherwise required by applicable law or as set forth herein, the Series D Partnership Preferred Units shall not have any relative, participating, optional or other special voting rights and powers other than as set forth herein, and the consent of the holders thereof shall not be required for the taking of any Partnership action. 13. General (a) The ownership of Series D Partnership Preferred Units may (but need not, in the sole and absolute discretion of the General Partner) be evidenced by one or more certificates. The General Partner shall amend Exhibit A to the Agreement from time to time to the extent necessary to reflect accurately the issuance of, and subsequent conversion, redemption, or any other event having an effect on the ownership of Series D Partnership Preferred Units. (b) The rights of the General Partner and the QRS, in their capacity as holders of the Series D Partnership Preferred Units, are in addition to and not in limitation of any other rights or authority of the General Partner or the QRS, respectively, in any other capacity under the Agreement or applicable law. In addition, nothing contained herein shall be deemed to limit or otherwise restrict the authority of the General Partner or the QRS under the Agreement, other than in their capacity as holders of the Series D Partnership Preferred Units. 14. Economic Equivalency. Notwithstanding any other provision of this Exhibit F, the shares of Series D Preferred Stock and the Series D Partnership Preferred Units are intended to be substantially equivalent in distributions and other payments, liquidation rights, redemption rights, repurchase rights, conversion rights and voting rights. In the event that any provision of this Exhibit F would result in a different distribution or other payments or rights being made or provided to the holder of a Series D Partnership Preferred Units than to a holder of a share of Series D Preferred Stock, this Exhibit F shall be deemed automatically amended to conform to the terms of the Series D Articles Supplementary with respect to such distribution or other payment. EX-10 8 0008.txt EXHIBIT 10.51 AMENDMENT NO. 42 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOME PROPERTIES OF NEW YORK, L.P. This AMENDMENT No. 42 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOME PROPERTIES OF NEW YORK, L.P., dated as of December 22, 2000 (this "Amendment"), is being executed by Home Properties of New York, Inc., a Maryland corporation (the "General Partner"), as the general partner of Home Properties of New York, L.P., a New York limited partnership (the "Partnership"), pursuant to the authority conferred on the General Partner by Section 9.10(b)(iii) of the Second Amended and Restated Agreement of Limited Partnership of Home Properties of New York, L.P., dated as of September 23, 1997, as amended (the "Agreement"). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement. WHEREAS, on December 22, 2000, the General Partner filed Articles Supplementary amending its Charter to designate and classify 300,000 shares of authorized but unissued shares of its preferred stock, par value $.01 per share, as shares of its Series E Convertible Cumulative Preferred Stock, par value $.01 per share (the "Series E Preferred Stock"); WHEREAS, in accordance with Section 3.04 of the Agreement, upon the issuance of any such shares of Series E Preferred Stock, the General Partner will contribute the net cash proceeds from such issuance to the QRS (as defined in the Agreement), which will contribute such net cash proceeds to the Partnership in exchange for a number of Partnership Preferred Units equal to the number of shares of Series E Preferred Stock so issued, which Partnership Preferred Units shall have designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of the Series E Preferred Stock, except as otherwise set forth herein; and WHEREAS, pursuant to Section 3.03(a) of the Agreement, the General Partner is authorized to determine the relative rights and powers of such Partnership Preferred Units in its sole discretion. NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: 1. The Agreement is hereby amended by the addition of a new exhibit, entitled "Exhibit G", in the form attached hereto, which shall be attached to and made a part of the Agreement. 2. Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects. IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above. GENERAL PARTNER: HOME PROPERTIES OF NEW YORK, INC. By: /s/ David P. Gardner --------------------------------- Name: David P. Gardner Title: Senior Vice President EXHIBIT G PARTNERSHIP UNIT DESIGNATION OF THE SERIES E PARTNERSHIP PREFERRED UNITS OF HOME PROPERTIES OF NEW YORK, L.P. 1. Number of Units and Designation. A class of Partnership Preferred Units is hereby designated as "Series E Partnership Preferred Units," and the number of Partnership Preferred Units constituting such series shall be 300,000. 2. Definitions. For purposes of the Series E Partnership Preferred Units, the following terms shall have the meanings indicated in this Section 2, and capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Agreement: "Agreement" shall mean the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of September 23, 1997, as amended. "Call Date" shall have the meaning set forth in paragraph (a) of Section 5 of this Exhibit G. "Common Stock" shall mean the Common Stock, $0.01 par value per share, of the General Partner or such shares of the General Partner's capital stock into which outstanding shares of Common Stock shall be reclassified. "Distribution Payment Date" shall mean any date on which cash dividends are paid on all outstanding shares of the Series E Preferred Stock. "Junior Partnership Units" shall have the meaning set forth in paragraph (c) of Section 9 of this Exhibit G. "Parity Partnership Units" shall have the meaning set forth in paragraph (b) of Section 9 of this Exhibit G. "Partnership" shall mean Home Properties of New York, L.P., a New York limited partnership. "Partnership Common Units" shall mean a fractional, undivided share of the Partnership Interests of all Partners issued pursuant to Section 3.01 and 3.02 of the Agreement. "Repurchase Date " shall have the meaning set forth in paragraph (a) of Section 6 of this Exhibit G. "Senior Partnership Units" shall have the meaning set forth in paragraph (a) of Section 9 of this Exhibit G. "Series E Articles Supplementary " MEANS the Articles Supplementary to the Amended and restated Articles of Incorporation of the General Partner, dated December 21, 2000, designating the Series E Preferred Stock. "Series E Partnership Preferred Unit" means a Partnership Preferred Unit with the designations, preferences and relative, participating, optional or other special rights, powers and duties as are set forth in this Exhibit G. It is the intention of the General Partner that each Series E Partnership Preferred Unit shall be substantially the economic equivalent of one share of Series E Preferred Stock. "Series E Preferred Stock" means the Series E Convertible Cumulative Preferred Stock, par value $0.01 per share, of the General Partner, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption set forth in the Series E Articles Supplementary. 3. Distributions. On every Distribution Payment Date, the holders of Series E Partnership Preferred Units shall be entitled to receive distributions payable in cash in an amount per Series E Partnership Preferred Unit equal to the per share dividend payable on the Series E Preferred Stock on such Distribution Payment Date. Each such distribution shall be payable to the holders of record of the Series E Partnership Preferred Units, as they appear on the records of the Partnership at the close of business on the record date for the dividend payable with respect to the Series E Preferred Stock on such Distribution Payment Date. Holders of Series E Partnership Preferred Units shall not be entitled to any distributions on the Series E Partnership Preferred Units, whether payable in cash, property or stock, except as provided herein. 4. Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the holders of Series E Partnership Preferred Units shall be entitled to receive the greater of: (x) One Hundred Dollars ($100.00) per Series E Partnership Preferred Unit , plus an amount per Series E Partnership Preferred Unit equal to all dividends (whether or not declared) accumulated, accrued and unpaid on one share of Series E Preferred Stock to the date of final distribution to such holders; and (y) the amount per Series E Partnership Preferred Unit a holder would receive if such holder converted his or her Series E Partnership Preferred Units into Partnership Common Units immediately prior to such liquidation, dissolution or winding-up (the "Liquidation Preference"); but such holders shall not be entitled to any further payment. Until the holders of the Series E Partnership Preferred Units have been paid the Liquidation Preference in full, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series E Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series E Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series E Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (b) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of Series E Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series E Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein. 5. Redemption. Series E Partnership Preferred Units shall be redeemable by the Partnership as follows: (a) At any time that the General Partner exercises its right to redeem all or any of the shares of Series E Preferred Stock, the General Partner shall cause the Partnership to redeem an equal number of Series E Partnership Preferred Units, at a redemption price per Series E Partnership Preferred Unit equal to the same price paid by the General Partner to redeem the Series E Preferred Stock, and such price shall be paid in the same manner as paid by the General Partner for the Series E Preferred Stock redeemed on the same date as the date of redemption of the Series E Preferred Stock (the "Call Date"), in the manner set forth herein; provided, however, that in the event of a redemption of Series E Partnership Preferred Units, if the Call Date occurs after a dividend record date for the Series E Preferred Stock and on or prior to the related Distribution Payment Date, the distribution payable on such Distribution Payment Date in respect of such Series E Partnership Preferred Units called for redemption shall be payable on such Distribution Payment Date to the holders of record of such Series E Partnership Preferred Units on the applicable dividend record date, and shall not be payable as part of the redemption price for such Series E Partnership Preferred Units. (b) If the Partnership shall redeem Series E Partnership Preferred Units pursuant to paragraph (a) of this Section 5, from and after the Call Date (unless the Partnership shall fail to make available the amount of cash or other forms of consideration necessary to effect such redemption), (i) except for payment of the redemption price, the Partnership shall not make any further distributions on the Series E Partnership Preferred Units so called for redemption, (ii) said units shall no longer be deemed to be outstanding, and (iii) all rights of the holders thereof as holders of Series E Partnership Preferred Units of the Partnership shall cease except the rights to receive the cash payable upon such redemption, without interest thereon; provided, however, that if a Call Date occurs after a dividend record date for the Series E Preferred Stock and on or prior to the related Distribution Payment Date, the full distribution payable on such Distribution Payment Date in respect of such Series E Partnership Preferred Units called for redemption shall be payable on such Distribution Payment Date to the holders of record of such Series E Partnership Preferred Units on the applicable dividend record date notwithstanding the prior redemption of such Series E Partnership Preferred Units. No interest shall accrue for the benefit of the holders of Series E Partnership Preferred Units to be redeemed on any cash set aside by the Partnership. 6. Repurchase Series E Partnership Preferred Units shall be repurchased by the Partnership if a "Fundamental Change" or "REIT Termination Event" (as such terms are defined in the Series E Articles Supplementary) occurs and the General Partner is required to repurchase any of the shares of Series E Preferred Stock. (a) At the time that the General Partner repurchases any of the shares of Series E Preferred Stock, the General Partner shall cause the Partnership to repurchase an equal number of Series E Partnership Preferred Units, at a price per Series E Partnership Preferred Unit equal to the repurchase price specified in the Series E Articles Supplementary for the shares of Series E Preferred Stock, and such price shall be paid in the same manner as paid by the General Partner for the Series E Preferred Stock repurchased on the same date as the date of repurchase of the Series E Preferred Stock (the "Repurchase Date"), in the manner set forth herein; provided, however, that in the event of a repurchase of Series E Partnership Preferred Units, if the Repurchase Date occurs after a dividend record date for the Series E Preferred Stock and on or prior to the related Distribution Payment Date, the distribution payable on such Distribution Payment Date in respect of such Series E Partnership Preferred Units to be repurchased shall be payable on such Distribution Payment Date to the holders of record of such Series E Partnership Preferred Units on the applicable dividend record date, and shall not be payable as part of the Repurchase Price for such Series E Partnership Preferred Units. (b) If the Partnership shall repurchase Series E Partnership Preferred Units pursuant to paragraph (a) of this Section 6, from and after the Repurchase Date (unless the Partnership shall fail to make available the amount of cash or other forms of consideration necessary to effect such redemption), (i) except for payment of the repurchase price, the Partnership shall not make any further distributions on the Series E Partnership Preferred Units repurchased, (ii) said units shall no longer be deemed to be outstanding, and (iii) all rights of the holders thereof as holders of Series E Partnership Preferred Units of the Partnership shall cease except the rights to receive the cash payable upon such repurchase, without interest thereon; provided, however, that if a Repurchase Date occurs after a dividend record date for the Series E Preferred Stock and on or prior to the related Distribution Payment Date, the full distribution payable on such Distribution Payment Date in respect of such Series E Partnership Preferred Units to be repurchased shall be payable on such Distribution Payment Date to the holders of record of such Series E Partnership Preferred Units on the applicable dividend record date notwithstanding the prior repurchase of such Series E Partnership Preferred Units. No interest shall accrue for the benefit of the holders of Series E Partnership Preferred Units to be repurchased on any cash set aside by the Partnership. 7. Status of Reacquired Units. All Series E Partnership Preferred Units which shall have been issued and reacquired in any manner by the Partnership shall be deemed cancelled. 8. Conversion. Series E Partnership Preferred Units shall be convertible as follows: (a) Upon any conversion of shares of Series E Preferred Stock into shares of Common Stock, the General Partner shall cause a number of Series E Partnership Preferred Units equal to the number of such converted shares of Series E Preferred Stock to be converted by the holders thereof into Partnership Common Units. The conversion ratio in effect from time to time for the conversion of Series E Partnership Preferred Units into Partnership Common Units pursuant to this Section 8 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series E Preferred Stock into Common Stock. (b) In the event of a conversion of any Series E Partnership Preferred Units, the Partnership shall make a cash payment to the holder thereof equal to the cash payment required to be made by the General Partner to the holder of the shares of Series E Preferred Stock the conversion of which required the conversion of such Series E Partnership Preferred Units. Holders of Series E Partnership Preferred Units at the close of business on a distribution payment record date shall be entitled to receive the distribution payable on such units on the corresponding Distribution Payment Date notwithstanding the conversion thereof following such distribution payment record date and prior to such Distribution Payment Date. Except as provided above, the Partnership shall make no payment or allowance for unpaid distributions on converted units or for distributions on the Partnership Common Units issued upon such conversion. Each conversion of Series E Partnership Preferred Units into Partnership Common Units shall be deemed to have been effected at the same time and date that the corresponding conversion of Series E Preferred Stock into Common Stock is deemed to have been effected. (c) No fractional Partnership Common Units shall be issued upon conversion of Series E Partnership Preferred Units. Instead of any fractional Partnership Common Units that would otherwise be deliverable upon the conversion of Series E Partnership Preferred Units, the Partnership shall pay to the holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted shares of Series E Preferred Stock in lieu of fractional shares of Common Stock. (d) The Partnership will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of (i) the issue or delivery of Partnership Common Units or other securities or property on conversion or redemption of Series E Partnership Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Stock or other securities or property on conversion or redemption of Series E Preferred Stock pursuant to the terms hereof. 9. Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Series E Partnership Preferred Units, as to the payment of distributions and as to distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series E Partnership Preferred Units ("Senior Partnership Units"); (b) on a parity with the Series E Partnership Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Series E Partnership Preferred Units if the holders of such class or series of Partnership Units and the Series E Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in this paragraph being hereinafter referred to as "Parity Partnership Units"), and (c) junior to the Series E Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if such class or series of Partnership Units shall be Partnership Common Units or the holders of Series E Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as "Junior Partnership Units"). 10. Special Allocations. (a) Gross income and, if necessary, gain shall be allocated to the holders of Series E Partnership Preferred Units for any Fiscal Year (and, if necessary, subsequent Fiscal Years) to the extent that the holders of Series E Partnership Preferred Units receive a distribution on any Series E Partnership Preferred Units (other than an amount included in any redemption pursuant to Section 5 hereof) with respect to such Fiscal Year. (b) If any Series E Partnership Preferred Units are redeemed pursuant to Section 5 hereof, for the Fiscal Year that includes such redemption (and, if necessary, for subsequent Fiscal Years) (a) gross income and gain (in such relative proportions as the General Partner in its discretion shall determine) shall be allocated to the holders of Series E Partnership Preferred Units to the extent that the redemption amounts paid or payable with respect to the Series E Partnership Preferred Units so redeemed exceeds the aggregate Capital Contributions (net of liabilities assumed or taken subject to by the Partnership) per Series E Partnership Preferred Unit allocable to the Series E Partnership Preferred Units so redeemed and (b) deductions and losses (in such relative proportions as the General Partner in its discretion shall determine) shall be allocated to the holders of Series E Partnership Preferred Units to the extent that the aggregate Capital Contributions (net of liabilities assumed or taken subject to by the Partnership) per Series E Partnership Preferred Unit allocable to the Series E Partnership Preferred Units so redeemed exceeds the redemption amount paid or payable with respect to the Series E Partnership Preferred Units so redeemed. 11. Restrictions on Ownership. The Series E Partnership Preferred Units shall be owned and held solely by the General Partner or the QRS. 12. Vote Required for Amendment, Merger, Consolidation, etc. So long as any Series E Partnership Preferred Units are outstanding, in addition to any other vote or consent required by law or by the Agreement, the affirmative vote of at least 66-2/3% of the holders of the Series E Partnership Preferred Units, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating: (a) Any amendment, alteration or repeal of any of the provisions of the Agreement, or this Exhibit E thereto, that materially and adversely affects the powers, rights or preferences of the holders of the shares of Series E Partnership Preferred Units; PROVIDED, HOWEVER, that the amendment of the provisions of the Agreement so as to authorize or create or to increase the authorized amount of, any Junior Partnership Units, or other Units that are not senior in any respect to the Series E Partnership Preferred Units or any Parity Partnership Units shall not be deemed to materially adversely affect the powers, rights or preferences of the holders of Series E Partnership Preferred Units; or (b) An exchange that affects the Series E Partnership Preferred Units, a consolidation with or merger of the Partnership into another entity, or a consolidation with or merger of another entity into the Partnership, unless in each such case each Series E Partnership Preferred Unit (i) shall remain outstanding without a material and adverse change to its terms and rights or (ii) shall be converted into or exchanged for convertible preferred securities of the surviving entity having preferences, conversion or other rights, powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption thereof identical to that of a Series E Partnership Preferred Unit (except for changes that, do not materially and adversely affect the holders of the Series E Partnership Preferred Units); or (c) The authorization, reclassification or creation of, or the increase in the authorized amount of, any Units of any series, or any security convertible into Units of any series, ranking prior to the Series E Partnership Preferred Units in the distribution of assets on any liquidation, dissolution or winding up of the Partnership or in the payment of distributions; or (d) Any increase in the authorized amount of Series E Partnership Preferred Units or decrease in the authorized amount of Series E Partnership Preferred Units below the number of Series E Partnership Preferred Units then issued and outstanding; provided, however, that no such vote of the holders of Series E Partnership Preferred Units shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance of any such prior Units or convertible security is to be made, as the case may be, provision is made for the redemption or repurchase of all Series E Partnership Preferred Units at the time outstanding to the extent such redemption or repurchase is authorized by Section 5 or 6 hereof. For purposes of the foregoing provisions of this Section 12, each Series E Partnership Preferred Unit shall have one (1) vote, except that when any other series of Preferred Units shall have the right to vote with the Series E Partnership Preferred Units as a single class on any matter, then the Series E Partnership Preferred Units and such other series shall have with respect to such matters one (1) vote per $100.00 of stated value. Except as otherwise required by applicable law or as set forth herein, the Series E Partnership Preferred Units shall not have any relative, participating, optional or other special voting rights and powers other than as set forth herein, and the consent of the holders thereof shall not be required for the taking of any Partnership action. 13. General (a) The ownership of Series E Partnership Preferred Units may (but need not, in the sole and absolute discretion of the General Partner) be evidenced by one or more certificates. The General Partner shall amend Exhibit A to the Agreement from time to time to the extent necessary to reflect accurately the issuance of, and subsequent conversion, redemption, or any other event having an effect on the ownership of, Series E Partnership Preferred Units. (b) The rights of the General Partner and the QRS, in their capacity as holders of the Series E Partnership Preferred Units, are in addition to and not in limitation of any other rights or authority of the General Partner or the QRS, respectively, in any other capacity under the Agreement or applicable law. In addition, nothing contained herein shall be deemed to limit or otherwise restrict the authority of the General Partner or the QRS under the Agreement, other than in their capacity as holders of the Series E Partnership Preferred Units. 14. Economic Equivalency. Notwithstanding any other provision of this Exhibit G, the shares of Series E Preferred Stock and the Series E Partnership Preferred Units are intended to be substantially equivalent in distributions and other payments. In the event that any provision of this Exhibit G would result in a different distribution or other payments being made to the holder of a Series E Partnership Preferred Units than to a holder of a share of Series E Preferred Stock, this Exhibit G shall be deemed automatically amended to conform to the terms of the Series E Articles Supplementary with respect to such distribution or other payment. EX-10 9 0009.txt EXHIBIT 10.52 Home Properties of New York, L.P. Amendment No. Thirty-Four to Second Amended and Restated Agreement of Limited Partnership The Second Amended and Restated Agreement of Limited Partnership of Home Properties of New York, L.P. (the "Partnership Agreement") is hereby amended effective May 19, 2000 to substitute the "Schedule A" attached hereto for the "Schedule A" currently attached to the Partnership Agreement. "Schedule A" is hereby amended to reflect various changes. GENERAL PARTNER Home Properties of New York, Inc. /s/ Ann M. McCormick Ann M. McCormick Secretary LIMITED PARTNERS LISTED ON ATTACHED SCHEDULE A By: Home Properties of New York, Inc. as attorney in fact /s/ Ann M. McCormick Ann M. McCormick Secretary Home Properties of New York, L.P. Amendment No. Thirty-Six to Second Amended and Restated Agreement of Limited Partnership The Second Amended and Restated Agreement of Limited Partnership of Home Properties of New York, L.P. (the "Partnership Agreement") is hereby amended effective June 30, 2000 to substitute the "Schedule A" attached hereto for the "Schedule A" currently attached to the Partnership Agreement. "Schedule A" is hereby amended to reflect various changes, including the issuance of limited partnership interests to certain of the former holders of interests in various entities owning Elmwood Terrace Apartments, located in Frederick, Maryland. GENERAL PARTNER Home Properties of New York, Inc. /s/ Ann M. McCormick Ann M. McCormick Secretary LIMITED PARTNERS LISTED ON ATTACHED SCHEDULE A By: Home Properties of New York, Inc. as attorney in fact /s/ Ann M. McCormick Ann M. McCormick Secretary Home Properties of New York, L.P. Amendment No. Thirty-Seven to Second Amended and Restated Agreement of Limited Partnership The Second Amended and Restated Agreement of Limited Partnership of Home Properties of New York, L.P. (the "Partnership Agreement") is hereby amended effective August 14, 2000 to substitute the "Schedule A" attached hereto for the "Schedule A" currently attached to the Partnership Agreement. "Schedule A" is hereby amended to reflect various changes. GENERAL PARTNER Home Properties of New York, Inc. /s/ Ann M. McCormick Ann M. McCormick Secretary LIMITED PARTNERS LISTED ON ATTACHED SCHEDULE A By: Home Properties of New York, Inc. as attorney in fact /s/ Ann M. McCormick Ann M. McCormick Secretary Home Properties of New York, L.P. Amendment No. Thirty-Eight to Second Amended and Restated Agreement of Limited Partnership The Second Amended and Restated Agreement of Limited Partnership of Home Properties of New York, L.P. (the "Partnership Agreement") is hereby amended effective September 11, 2000 to substitute the "Schedule A" attached hereto for the "Schedule A" currently attached to the Partnership Agreement. "Schedule A" is hereby amended to reflect the addition of S&S Realty as a limited partner and various other changes. GENERAL PARTNER Home Properties of New York, Inc. /s/ Ann M. McCormick Ann M. McCormick Secretary LIMITED PARTNERS LISTED ON ATTACHED SCHEDULE A By: Home Properties of New York, Inc. as attorney in fact /s/ Ann M. McCormick Ann M. McCormick Secretary Home Properties of New York, L.P. Amendment No. Thirty-Nine to Second Amended and Restated Agreement of Limited Partnership The Second Amended and Restated Agreement of Limited Partnership of Home Properties of New York, L.P. (the "Partnership Agreement") is hereby amended effective September 29, 2000 to substitute the "Schedule A" attached hereto for the "Schedule A" currently attached to the Partnership Agreement. "Schedule A" is hereby amended to reflect various changes, including the issuance of limited partnership interests to certain of the former holders of interests in the partnerships owning Hampton Court Apartments, located in Westland, Michigan and Bayberry Place Apartments, Troy, Michigan. GENERAL PARTNER Home Properties of New York, Inc. /s/ Ann M. McCormick Ann M. McCormick Secretary LIMITED PARTNERS LISTED ON ATTACHED SCHEDULE A By: Home Properties of New York, Inc. as attorney in fact /s/ Ann M. McCormick Ann M. McCormick Secretary Home Properties of New York, L.P. Amendment No. Forty to Second Amended and Restated Agreement of Limited Partnership The Second Amended and Restated Agreement of Limited Partnership of Home Properties of New York, L.P. (the "Partnership Agreement") is hereby amended effective November 14, 2000 to substitute the "Schedule A" attached hereto for the "Schedule A" currently attached to the Partnership Agreement. "Schedule A" is hereby amended to reflect various changes. GENERAL PARTNER Home Properties of New York, Inc. /s/ Ann M. McCormick Ann M. McCormick Secretary LIMITED PARTNERS LISTED ON ATTACHED SCHEDULE A By: Home Properties of New York, Inc. as attorney in fact /s/ Ann M. McCormick Ann M. McCormick Secretary Home Properties of New York, L.P. Amendment No. Forty-One to Second Amended and Restated Agreement of Limited Partnership The Second Amended and Restated Agreement of Limited Partnership of Home Properties of New York, L.P. (the "Partnership Agreement") is hereby amended effective December 27, 2000 to substitute the "Schedule A" attached hereto for the "Schedule A" currently attached to the Partnership Agreement. "Schedule A" is hereby amended to reflect various changes, including the issuance of limited partnership interests to certain of the former holders of interests in the partnership owning Cypress Place Apartments, located in Elk Grove Village, Illinois. GENERAL PARTNER Home Properties of New York, Inc. /s/ Ann M. McCormick Ann M. McCormick Secretary LIMITED PARTNERS LISTED ON ATTACHED SCHEDULE A By: Home Properties of New York, Inc. as attorney in fact /s/ Ann M. McCormick Ann M. McCormick Secretary Home Properties of New York, L.P. Amendment No. Forty-Three to Second Amended and Restated Agreement of Limited Partnership The Second Amended and Restated Agreement of Limited Partnership of Home Properties of New York, L.P. (the "Partnership Agreement") is hereby amended effective December 31, 2000 to substitute the "Schedule A" attached hereto for the "Schedule A" currently attached to the Partnership Agreement. "Schedule A" is hereby amended to reflect various changes. GENERAL PARTNER Home Properties of New York, Inc. /s/ Ann M. McCormic Ann M. McCormick Secretary LIMITED PARTNERS LISTED ON ATTACHED SCHEDULE A By: Home Properties of New York, Inc. as attorney in fact /s/ Ann M. McCormick Ann M. McCormick Secretary Home Properties of New York, L.P. Amendment No. Forty-Four to Second Amended and Restated Agreement of Limited Partnership The Second Amended and Restated Agreement of Limited Partnership of Home Properties of New York, L.P. (the "Partnership Agreement") is hereby amended effective February 19, 2001 to substitute the "Schedule A" attached hereto for the "Schedule A" currently attached to the Partnership Agreement. "Schedule A" is hereby amended to reflect various changes. GENERAL PARTNER Home Properties of New York, Inc. _/s/ Ann M. McCormick - ------------------------------ Ann M. McCormick Secretary LIMITED PARTNERS LISTED ON ATTACHED SCHEDULE A By: Home Properties of New York, Inc. as attorney in fact /s/ Ann M. McCormick - ---------------------------- Ann M. McCormick Secretary
FEBRUARY 19, 2001 SCHEDULE A HOME PROPERTIES OF NEW YORK, L.P. PARTNERS, UNITS AND PERCENTAGE INTERESTS GENERAL PARTNER Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Home Properties of New York, 850 Clinton Square 426,711.949 1.00000% Inc. Rochester, New York 14604 LIMITED PARTNERS Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST PREFERRED UNITS CLASS A LIMITED PARTNERSHIP INTERESTS Home Properties Trust 850 Clinton Square 1,666,667 3.90584% Rochester, New York 14604 SERIES B PARTNERSHIP PREFERRED UNITS Home Properties Trust 850 Clinton Square 2,000,000 4.68700% Rochester, New York 14604 SERIES C PARTNERSHIP PREFERRED UNITS Home Properties Trust 850 Clinton Square 600,000 1.40610% Rochester, New York 14604 SERIES D PARTNERSHIP PREFERRED UNITS Home Properties Trust 850 Clinton Square 250,000 0.58588% Rochester, New York 14604 SERIES E PARTNERSHIP PREFERRED UNITS Home Properties Trust 850 Clinton Square 300,000 0.70305% Rochester, New York 14604 COMMON UNITS Home Properties Trust 850 Clinton Square 21,587,922.950 50.59133% Rochester, New York 14604 Home Leasing Corporation 850 Clinton Square 429,376 1.00624% Rochester, New York 14604 Leenhouts Ventures 850 Clinton Square 8,010 0.01877% Rochester, New York 14604 Norman P. Leenhouts 850 Clinton Square 467 0.00109% Rochester, New York 14604 Nelson B. Leenhouts 850 Clinton Square 219 0.00051% Rochester, New York 14604 Arlene Z. Leenhouts 850 Clinton Square 50,000 0.11718% Rochester, New York 14604 Nancy E. Leenhouts 850 Clinton Square 50,000 0.11718% Rochester, New York 14604 Amy L. Tait 850 Clinton Square 11,195 0.02624% Rochester, New York 14604 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Amy L. Tait and 850 Clinton Square 2,548 0.00597% Robert C. Tait Rochester, New York 14604 Ann M. McCormick 850 Clinton Square 565 0.00132% Rochester, New York 14604 Ann M. McCormick and 850 Clinton Square 1,737 0.00407% Patrick M. McCormick Rochester, New York 14604 David P. Gardner 850 Clinton Square 3,506 0.00822% Rochester, New York 14604 William E. Beach 850 Clinton Square 2,433 0.00570% Rochester, New York 14604 William E. Beach and 850 Clinton Square 3,046 0.00714% Richelle A. Beach Rochester, New York 14604 Paul O'Leary 850 Clinton Square 3,207 0.00752% Rochester, New York 14604 Richard J. Struzzi 850 Clinton Square 2,363 0.00554% Rochester, New York 14604 Robert C. Tait 850 Clinton Square 70 0.00016% Rochester, New York 14604 Timothy A. Florczak 850 Clinton Square 600 0.00141% Rochester, New York 14604 Laurie Leenhouts 850 Clinton Square 6,033 0.01414% Rochester, New York 14604 J. Neil Boger 27 Arlington Drive 1,225 0.00287% Pittsford, New York 14534 Joyce P. Caldarone 162 Anchor Drive 1,225 0.00287% Vero Beach, Florida 32963 Peter L. Cappuccilli, Sr. 605 Genesee Street 6,250 0.01465% Syracuse, New York 13204 Rocco M. Cappuccilli 605 Genesee Street 6,250 0.01465% Syracuse, New York 13204 Linda Wells Davey 17 Green Valley Road 1,225 0.00287% Pittsford, New York 14534 Richard J. Dorschel 32 Whitestone Lane 1,225 0.00287% Rochester, New York 14618 Elizabeth Hatch Dunn P.O. Box 14261 2,450 0.00574% North Palm Beach, Florida 33408 Jeremy A. Klainer 295 San Gabriel Drive 612 0.00143% Rochester, New York 14610 J. Robert Maney 506 Panorama Trail 2,450 0.00574% Rochester, New York 14625 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST John A. McAlpin and Mary E. 6270 Bopple Hill Road 1,225 0.00287% McAlpin Trustees or their successors in Naples, New York 14512-9771 trust under the McAlpin Living Trust, dated January 19, 1999 and any amendments thereto George E. Mercier 99 Ridgeland Road 1,225 0.00287% Rochester, New York 14623 Michelle Mercier 99 Ridgeland Road 1,225 0.00287% Rochester, New York 14623 Jack E. Post 11 Oakfield Way 1,225 0.00287% Pittsford, New York 14534 Carolyn M. Steklof 144 Dunrovin Lane 1,225 0.00287% Rochester, New York 14618 William T. Uhlen, Jr. 5556 Vardon Drive 2,450 0.00574% Canandaigua, NY 14424 Lawrence R. Brattain 1200 Edgewater Drive 500 0.00117% Apartment 907 Lakewood, OH 44107 C. Terence Butwid 850 Clinton Square 4,146 0.00972% Rochester, New York 14604 The School of the Holy 100 Groton Parkway 100 0.00023% Childhood Rochester, New York 14623 C.O.F. Inc. 850 Clinton Square 332,681 0.77964% Rochester, New York 14604 Conifer Development, Inc. 850 Clinton Square 20,738 0.04860% Rochester, New York 14604 Crossed Family Partnership 850 Clinton Square 7,200 0.01687% Rochester, New York 14604 Richard J. Crossed 850 Clinton Square 68,021 0.15941% Rochester, New York 14604 Kathleen M. Dunham 850 Clinton Square 200 0.00047% Rochester, New York 14604 John H. Fennessey 850 Clinton Square 30,700 0.07195% Rochester, New York 14604 Timothy D. Fournier 850 Clinton Square 7,600 0.01781% Rochester, New York 14604 Barbara Lopa 850 Clinton Square 100 0.00023% Rochester, New York 14604 Peter J. Obourn 850 Clinton Square 30,700 0.07195% Rochester, New York 14604 John Oster 850 Clinton Square 3,795 0.00889% Rochester, New York 14604 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Eric Stevens 850 Clinton Square 100 0.00023% Rochester, New York 14604 Tamarack Associates c/o Mr. Timothy D. Fournier 2,316 0.00543% 850 Clinton Square Rochester, New York 14604 Tamarack II Associates 850 Clinton Square 2,027 0.00475% Rochester, New York 14604 Burton S. August 11 Woodbury Place 4,246 0.00995% Rochester, New York 14618 Charles J. August 47 Woodbury Drive 4,246 0.00995% Rochester, New York 14618 Robert W. August 222 Shoreham Drive 1,158 0.00271% Rochester, New York 14618 John H. Cline 35 Vick Park A 2,316 0.00543% Rochester, New York 14607 Ralph DeStephano, Sr. 1249-1/2 Long Pond Road 2,316 0.00543% Rochester, New York 14626 Gerald A. Fillmore 3800 Delano Road 2,316 0.00543% F/B/O Living Trust of G.A.F. Oxford, Michigan 48371 Richard J. Katz, Jr. 136 Spyglass Lane 2,316 0.00543% Jupiter, Florida 33477 Anwer Masood, MD 1445 Portland Avenue 2,316 0.00543% Rochester, New York 14621 Ernest Reveal Family Trust c/o Jim Lieb 976 0.00229% #321001810 Chase P.O. Box 1412 Rochester, New York 14603 Hazel E. Reveal Marital Trust c/o Jim Lieb 1,340 0.00314% #321001860 Chase P.O. Box 1412 Rochester, New York 14603 Gregory J. Riley, MD 9 Beach Flint Way 2,256 0.00529% Victor, New York 14564 Thomas P. Riley 346 Beach Avenue 2,316 0.00543% Rochester, New York 14612 William G. vonberg 8 Old Landmark Drive 2,316 0.00543% Rochester, New York 14618 Cheryl S. Bickett Trustee U/T/A 70 Woodland Road 2,316 0.00543% dated June 2, 1994 Short Hills, New Jersey 07078 Stephen C. Whitney 9 Devonwood Lane 869 0.00204% Pittsford, New York 14534 Mr. and Mrs. Frank Zamiara 136 Mendon-Ionia Road 2,316 0.00543% Mendon, New York 14506 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Daniel Solondz 968 Stuyvesant Avenue 261,678 0.61324% Union, New Jersey 07063 Gaby Solondz 1997 Trust dated 28 Fordham Road 25,000 0.05859% 9/1/97 Livingston, NJ 07039 Philip J. Solondz P.O. Box 641 236,678 0.55466% 500 Morris Avenue, Suite A104 Springfield, NJ 07081-0641 Julia Weinstein 308 E. 72nd St., Apt. 3D 56,051 0.13136% New York, New York 10021 Peter B. Baker 300 Park Street 4,871 0.01142% Haworth, NJ 07641 John F. Barna 11 Hummingbird Lane 5,977 0.01401% Darien, CT 06820 Nadine L. Barna 11 Hummingbird Lane 4,042 0.00947% Darien, CT 06820 Robert E. & Barbara T. Buce 16846 Glynn Drive 1,282 0.00300% Pacific Palisades, CA 90272 Vincent J. Cannella Living 14657 Amberleigh Hill Court 4,635 0.01086% Trust St. Louis, MO 63017 John J. Chopack 202 Hedgemere Drive 444 0.00104% Devon, PA 19333 Harris R. Chorney 43 Mountain Brook Road 705 0.00165% West Hartford, CT 06117 Ralph W. Clermont 2311 Clifton Forge Drive 1,324 0.00310% St. Louis, MO 63131 Thomas J. Coffey 5 Brampton Road 662 0.00155% Malvern, PA 19355 Barbara G. Collins 2141 Ponus Ridge 1,324 0.00310% New Canaan, CT 06840 Charles T. Collins 684 Fernfield Circle 5,942 0.01393% Wayne, PA 19087 John D. Collins 2141 Ponus Ridge Road 6,227 0.01459% New Canaan, CT 06840 Patricia A. Collins 684 Fernfield Circle 388 0.00091% Wayne, PA 19087 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Michael A. Conway 15 Berndale Drive 6,227 0.01459% Westport, CT 06880 Veronica A. Conway 15 Berndale Drive 3,571 0.00837% Westport, CT 06880 Mildred M. Cozine 5 Manchester Court 1,986 0.00465% Morristown, NJ 07960 William J. Cozine 5 Manchester Court 6,663 0.01561% Morristown, NJ 07960 Kenneth Daly 1359 Shadowoak Drive 1,104 0.00259% Malvern, PA 19355 Anthony J. Del Tufo 29 Fox Glen Drive 462 0.00108% Stamford, CT 06903 Jack C. Dixon 16 Lands End Drive 3,589 0.00841% Greensboro, NC 27408-3841 Priscilla M. Elder 230 Sundial Court 5,788 0.01356% Vero Beach, FL 32963-3469 Doris E. Ficca 415 Lancaster Avenue, Unit 8 776 0.00182% Haverford, PA 19041 John J. Ficca, Jr. 415 Lancaster Avenue - Unit 8 9,150 0.02144% Haverford, PA 19041 John & Doris Ficca 415 Lancaster Avenue, Unit 8 2,295 0.00538% Haverford, PA 19041 Alfred W. Fiore 27 Copper Beach Road 444 0.00104% Greenwich, CT 06830 Carol T. Fish 38 Cedar Knoll Road 6,006 0.01408% Cockeysville, MD 21030 Jeffrey Fish 602 Spring Avenue 450 0.00105% Lutherville, MD 21093 Joseph H. Fisher 345 W. Mountain Road 10,600 0.02484% West Simsbury, CT 06092 John A. Flack 89 Perkins Road 642 0.00150% Grenwich, CT 06830 F. David Fowler 9724 Beman Woods Way 1,821 0.00427% Potomac, MD 20854 Freedom House Foundation P.O. Box 67 200 0.00047% Glen Gardner, NJ 08826-0367 James L. Goble 10260 Strait Lane 11,228 0.02631% Dallas, TX 75229 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST LaVonne B. Graese Diane M. Graese, Trustee 28,859 0.06763% Grantor Retained Annuity Trust 1704 Cordoba Canyon Street dated 3/31/99 Las Vegas, Nevada 89117 LaVonne B. Graese, Trustee 5193 Fairway Oaks Drive 20,462 0.04795% Windermere, FL 34786 James J. Grifferty 57 Woods Lane 23,515 0.05511% Scarsdale, NY 10583 John M. Guinan 4 Denford Drive 778 0.00182% Newtown Square, PA 19073 M. Candace Guinan 4 Denford Drive 773 0.00181% Newtown Square, PA 19073 William A. Hasler 102 Golden Gate Avenue 923 0.00216% Belvedere, CA 94920 Maxine S. Holton 12861 Marsh Landing 6,418 0.01504% Palm Beach Gardens, FL 33418 Thomas L. Holton 12861 Marsh Landing 8,136 0.01907% Palm Beach Gardens, FL 33418 Mary Anne Hopkins 1121 Tintern Drive 6,202 0.01453% Ambler, PA 19002 Richard Isserman 165 W. 66th Street 4,428 0.01038% Apartment 21B New York, New York 10023 Thomas F. Keaveney 1420 Regatta Drive 8,016 0.01879% Wilmington, NC 28405 Patrick W. Kenny 33 Fulton Place 642 0.00150% West Hartford, CT 06107 Frank Kilkenny and Irene M. 42 Highland Circle 5,884 0.01379% Kilkenny JTWROS Bronxville, NY 10708 Janet T. Klion 25 Bailiwick Road 7,608 0.01783% Greenwich, CT 06831 Howard J. Krongard 9 Cornell Way 8,387 0.01965% Upper Montclair, NJ 07043 League of Women Voters of New 204 West State Street 350 0.00082% Jersey Education Fund Trenton, New Jersey 08608 Louis E. Levy 26 Farmstead Road 15,586 0.03653% Short Hills, NJ 07078 Sandra H. Levy 26 Farmstead Road 3,000 0.00703% Short Hills, NJ 07078 RJL Marital Trust I c/o William E. Logan 2,835 0.00664% 3613 Sarah Drive Wantagle, NY 11793 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Jerome Lowengrub 7 Lee Terrace 6,211 0.01456% Short Hills, NJ 07078 Kelly Lowengrub Custodian for 30 Randall Shea Drive 300 0.00070% Kaycee Lowengrub Swansea, MA 02777-2912 Kelly Lowengrub Custodian for 30 Randall Shea Drive 350 0.00082% Kate Lowengrub Swansea, MA 02777-2912 Kelly Lowengrub Custodian for 30 Randall Shea Drive 200 0.00047% Kristopher Lowengrub Swansea, MA 02777-2912 Kelly Lowengrub 30 Randall Shea Drive 250 0.00059% Swansea, MA 02777-2912 Kenneth Lowengrub 30 Randall Shea Drive 200 0.00047% Swansea, MA 02777-2912 Michael C. Lowengrub Custodian 3 Shoreham Drive West 250 0.00059% for Robin Lowengrub Dix Hills, NY 11746-6510 Michael C. Lowengrub Custodian 3 Shoreham Drive West 500 0.00117% for Jason Lowengrub Dix Hills, NY 11746-6510 Nancy Lowengrub, custodian for 3 Shoreham Drive, West 250 0.00059% Robin Lowengrub Dix Hills, NY 11746 Roderick C. McGeary 1911 Waverly Street 3,710 0.00869% Palo Alto, CA 94301 Ingunn T. McGregor Two Cherry Lane 8,335 0.01953% Old Greenwich, CT 06870-1902 Michael Meltzer 6362 Innsdale Drive 887 0.00208% Los Angeles, CA 90068 Martin F. Mertz 150 East 69th Street 6,700 0.01570% New York, New York 10021 Bernard J. Milano 134 MacIntyre Lane 662 0.00155% Allendale, NJ 07401 Burton M. Mirsky 21 Woodcrest Drive 4,216 0.00988% Morristown, NJ 07960 Thomas J. Murphy 208 N. Edmonds Avenue 923 0.00216% Havertown, PA 19083 Museum of the City of New York 1220 Fifth Avenue 851 0.00199% New York, New York 10029 Mary Jane & Jay Patchen 9406 Mary Tucker Cove 1,324 0.00310% Memphis, TN 38133 Michael C. Plansky 156 Beach Avenue 802 0.00188% Larchmont, NY 10538 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Dorothy Powers 892 Castle Falls Drive 2,728 0.00639% Atlanta, GA 30329 Henry A. Quinn 603 Benson House 145,383 0.34071% Rosemont, PA 19010 Michael G. Regan 14 Brenner Place 10,984 0.02574% Demarest, NJ 07627 Lavoy Robison 1001 Green Oaks Drive 2,469 0.00579% Littleton, CO 80121 Eugene G. Schorr KPMG Peat Marwick 444 0.00104% 345 Park Avenue New York, NY 10154 William Simon KPMG Peat Marwick 12,212 0.02862% 725 South Figueroa Street Los Angeles, CA 90017 Dallas E. Smith 1018 Fourth Street, #101 222 0.00052% Santa Monica, CA 90403 Edward F. Smith 1031 Lawrence Avenue 2,194 0.00514% Westfield, NJ 07090 Harold I. Steinberg Revocable 1221 Ranleigh Road 2,855 0.00669% Inter Vivos Trust under McLean, VA 22101 agreement dated 5/24/91 Denis J. Taura 90 Montadale Drive 8,892 0.02084% Princeton, NJ 08540 Shaileen & Timothy Tracy 111 Lampwick Lane 1,100 0.00258% Fairfield, CT 06430 Timothy P. Tracy Pension Trust 111 Lampwick Lane 1,552 0.00364% Fairfield, CT 06430 Edward W. Trott 97 Sea Beach Drive 4,176 0.00979% Stamford, CT 06902 Unitarian Universalist 1911 Cliff Valley Way NE 1,080 0.00253% Congregation of Atlanta Atlanta, GA 30329 Attn: Walter L. Hodges Donald J. VanFossan 2200 Fairoaks Road 786 0.00184% Decatur, GA 30033 James K. VanFossan 3187 Francine Drive 785 0.00184% Decatur, GA 30033 Katharine E. Van Riper 57 Foremost Mountain Road 9,311 0.02182% Montville, NJ 07045 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Eileen M. Walsh 37 Beechwood Road 449 0.00105% Irvington, NY 10533 Lillian D. Walsh 29986 Maple View Drive 2,835 0.00664% Rainier, OR 97048 Sam Yellen 22433 Oxnard Street 9,938 0.02329% Woodland, CA 91367 Thomas J. Yoho 12 Indian Rock Lane 1,572 0.00368% Greenwich, CT 06830 ___________________________________________________________ B&L Realty Investments 21790 Coolidge Highway 33,560 0.07865% Limited Partnership Oak Park, MI 48237 Berger/Lewiston Associates 21790 Coolidge Highway 1,076,594 2.52300% Limited Partnership Oak Park, MI 48237 Big Beaver-Rochester Properties 21790 Coolidge Highway 528,348 1.23818% Limited Partnership Oak Park, MI 48237 Century Realty Investment 21790 Coolidge Highway 99,195 0.23246% Company Limited Partnership Oak Park, MI 48237 Greentrees Apartments 21790 Coolidge Highway 275,905 0.64658% Limited Partnership Oak Park, MI 48237 Kingsley-Moravian Company 21790 Coolidge Highway 376,288 0.88183% Limited Partnership Oak Park, MI 48237 Stephenson-Madison Heights 21790 Coolidge Highway 104,541 0.24499% Company Limited Partnership Oak Park, MI 48237 Southpointe Square Apartments 21790 Coolidge Highway 155,623 0.36470% Limited Partnership Oak Park, MI 48237 Woodland Garden Apartments 21790 Coolidge Highway 319,860 0.74959% Limited Partnership Oak Park, MI 48237 ___________________________________________________________ John M. DiProsa 32 Sydenham Road 6,150 0.01441% Rochester, NY 14609 Claude S. Fedele 12 Beckenham Lane 23,765 0.05569% Fairport, NY 14450 Gabriel W. Gruttadaro 6 Powder Mill Drive 11,150 0.02613% Pittsford, NY 14534 Anthony M. Julian 204 Angelus Drive 5,575 0.01307% Rochester, NY 14622 Natalie M. Julian 204 Angelus Drive 5,575 0.01307% Rochester, NY 14622 Joanne M. Lobozzo 1176 Hillsboro Cove Circle 164,145 0.38467% Webster, NY 14580 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Geraldine B. Lynch 92 Eagle Ridge Circle 3,922 0.00919% Rochester, NY 14617 Michael E. McCusker and Elaine 6 Talbot Drive 31,687 0.07426% R. McCusker, Trustees under the Penfield, New York 14526 Michael E. and Elaine R. McCusker Living Trust dated August 30, 1994 Jack P. Schifano 916 Highland Trails Avenue 3,961 0.00928% Henderson, NV 89015 Stephen W. Hall P.O. Box 370068 90,000 0.21092% Las Vegas, NV 89137-0068 Donald H. Schefmeyer 63262 Orange Road 102,250 0.23962% South Bend, IN 46614 ___________________________________________________________ Beverly B. Bernstein P.O. Box 25370 72,304 0.16944% Washington, DC 20007 Leona Libby Feldman 575 Greensward Lane 4,388 0.01028% Delray Beach, FL 33445 Park Shirlington Apartments c/o 11501 Huff Court 72,304 0.16944% Limited Partnership N. Bethesda, MD 20895 Lauren Libby Pearce 537 Hilarie Road 21,938 0.05141% St. Davids, PA 19807 Steven M. Reich 1976 Trust c/o Stephen A. Bodzin Trustee 29,656 0.06950% FBO Lisa B. Reich 1156 15th Street, NW Suite 329 Washington, DC 20005 Steven M. Reich 1976 Trust c/o Stephen A. Bodzin Trustee 29,657 0.06950% FBO Hilary L. Reich 1156 15th Street, NW Suite 329 Washington, DC 20005 Amy S. Rubenstein 252 Collingwood Street 11,627 0.02725% San Francisco, CA 94114 Barton S. Rubenstein 4003 Underwood Street 13,689 0.03208% Chevy Chase, MD 20815 Beth Dana Rubenstein 251 Surrey Street 13,689 0.03208% San Francisco, CA 94131 Amy Sara Rubenstein 252 Collingwood Street 2,062 0.00483% San Francisco, CA 94114 Lee G. Rubenstein 4915 Linnean Avenue, NW 2,808 0.00658% Washington, DC 20008 Sarah Selsky 1801 East Jefferson Street 42,779 0.10025% Apartment 608 Rockville, MD 20852 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Tower Capital, LLC 11501 Huff Court 279,782 0.65567% N. Bethesda, MD 20852 WHC Associates, LLC 7201 Wisconsin Avenue 83,364 0.19536% Suite 650 Bethesda, MD 20814 ___________________________________________________________ Estate of Merrill L. Bank c/o Herbert Bank, Helen S. 19,783 0.04636% Bank and Penny Bank, Personal Representatives 200 Bradley Place, Unit 305 Palm Beach, FL 33480 Ariel Golden Behr 151 W. 88th Street 1,469 0.00344% New York, NY 10027 Doris Berliner 7 Slade Avenue 2,637 0.00618% Apartment 108 Baltimore, MD 21208 Phillip Chmar 7 Slade Avenue 3,830 0.00898% Apartment 713 Baltimore, MD 21208 Louis K. Coleman 2508 Guilford Avenue 7,152 0.01676% Baltimore, MD 21218 Paul Goldberg 7111 Park Heights Avenue, 509 0.00119% Apartment 712 Baltimore, MD 21215 Carol Golden P.O. Box 9691 2,486 0.00583% Jerusalem, Israel 91090 Joseph Goldman 5250 Linnean Avenue, NW 3,661 0.00858% Washington, D.C. 20015 Dr. Milton L. Goldman 3240 Patterson Street, N.W. 8,363 0.01960% Washington, D.C. 20015-1661 Samuel and Esther Hanik 5800 Nicholson Lane 16,582 0.03886% Apartment 1-903 Rockville, MD 20852 Muriel Hettleman Revocable Muriel Hettleman, Trustee 6,906 0.01618% Trust 1 Slade Avenue Apartment 203 Baltimore, MD 21208 Charles Heyman 3409 Old Post Drive 1,406 0.00329% Baltimore, MD 21208 Samuel Hillman Marital Trust Bank of America 9,758 0.02287% Business Advisory & Valuation Services P.O. Box 842056 Dallas, TX 75284-2056 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Samuel Hillman Residuary Trust Bank of America 9,758 0.02287% Business Advisory & Valuation Services P.O. Box 842056 Dallas, TX 75284-2056 Marvin A. Jolson 7812 Ridge Terrace 1,018 0.00239% Baltimore, MD 21208 Arnold S. Kaplan 1001 Light Street 5,274 0.01236% Baltimore, MD 21230 Stanley A. Kaplan 2216 Shefflin Court 5,275 0.01236% Baltimore, MD 21209 Ellen S. Feinglass One Oak Hollow Court 5,275 0.01236% Balitmore, MD 21208 Milton Klein 1 Slade Avenue 7,305 0.01712% Apartment 706 Baltimore, MD 21208 Dr. Lee Kress 417 Barby Lane 7,152 0.01676% Cherry Hill, NJ 08003 Richard & Cheryl Kress 15 W. Aylesbery Road 7,152 0.01676% Suite 700 Timonium, MD 21093 William Kress Marital Trust c/o Richard Kress Trustee 60,305 0.14132% 15 W. Aylesbery Road Suite 700 Timonium, MD 21093 Elmer W. Leibensperger 1900 Dumont Court 859 0.00201% Timonium, MD 21093 Merrill & Natalie S. Levy 5906 Eastcliff Drive 2,637 0.00618% Baltimore, MD 21209 Gertrude Myerberg 2227 Ibis Isle Road East 14,611 0.03424% Palm Beach, FL 33480 Bertha Pollock 5550 Tuckerman Lane 2,486 0.00583% Apartment 442 Rockville, MD 20852 Lawrence E. Putnam Family Trust 3241 Worthington Street, NW 5,424 0.01271% Washington, DC 20015 Stephen F. Rosenberg 3 Greenwood Place 367 0.00086% Suite 307 Baltimore, MD 21208 Z. Valeere Sass, Trustee 758 Regency Lakes Drive, E501 2,637 0.00618% Boca Raton, FL 33433 Isidore Schnaper 11 Slade Avenue 10,421 0.02442% Apartment 304 Baltimore, MD 21208 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST M. Gerald Sellman Revocable 2 Yearling Way 18,347 0.04300% Trust Agreement dated November 30, Lutherville, MD 21093 1998 Albert Shapiro Revocable Trust Albert Shapiro, Trustee 13,196 0.03092% dated 10/6/89 and amended 100 Sunrise Avenue 4/20/00 Palm Beach, FL 33480 Earle K. Shawe Shawe & Rosenthal 85,085 0.19940% 20 S. Charles Street Baltimore, MD 21201 Rhoda E. Silverman, Trustee R. Silverman Revoc. Trust 1,469 0.00344% 4701 Willard Avenue Apartment 1034 Chevy Chase, MD 20815 Herbert J. Siegel 20 Pleasant Ridge Drive, 419,094 0.98215% Suite A Owings Mills, MD 21117 Siegel Family, LLLP c/o Herbert J. Siegel 31,995 0.07498% 20 Pleasant Ridge Drive, Suite A Owings Mills, MD 21117 Dr. Edgar Sweren 77 Seminary Farm Road 1,018 0.00239% Timonium, MD 21093 Dr. Myra Jody Whitehouse 1 Staffordshire Road 2,085 0.00489% Cherry Hill, NJ 08003 Ms. Terry Whitehouse 3706 Taylor Street 2,085 0.00489% Chevy Chase, MD 20815 ___________________________________________________________ Harold M. Davis 2180 Twinbrook Road 229,754 0.53843% Berwyn, PA 19312 Nicholas V. Martell Realend Properties 229,754 0.53843% 1000 Chesterbrook Blvd., Suite 100 Berwyn, PA 19312 R.C.E. Developers, Inc. 1000 Chesterbrook Blvd 4,642 0.01088% Berwyn, PA 19312 ___________________________________________________________ Frances Berkowitz 29 East 64th Street 1,358 0.00318% Apartment 7D New York, New York 10021 Richard A. Eisner 1107 Fifth Avenue 10,180 0.02386% New York, New York 10128 Michael Glick 1035 Fifth Avenue 18,664 0.04374% New York, New York 10028 Ronnie Glick 1035 Fifth Avenue 1,696 0.00397% Apartment 14B New York, New York 10028 Claire Morse 240 Lee Street 5,090 0.01193% Brookline, MA 02445-5915 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Enid Morse 840 Park Avenue 5,090 0.01193% #7/8A New York, New York 10021 Lester Morse, Jr. 840 Park Avenue 19,088 0.04473% #7/8A New York, New York 10021 Richard Morse 240 Lee Street 6,999 0.01640% Brookline, MA 02445 ___________________________________________________________ Leslie G. Berman 1100 Reisterstown Road #202 39,094 0.09162% Baltimore, MD 21208 ___________________________________________________________ Norman J. Cohen Living Trust 1547 Island Lane 17,025 0.03990% UAD 8/8/88 Bloomfield Hills, MI 48302 Rochelle Fang 253 West 73rd Street 6,767 0.01586% Apartment 14A New York, NY 10023 Aaron H. Ginsberg Living Trust Aaron H. Ginsberg, Trustee 4,597 0.01077% UAD 11/25/86 30875 River Crossing Bingham Farms, MI 48025 Anne Ginsberg Living Trust Anne Ginsberg, Trustee 4,511 0.01057% UAD 7/27/98 30875 River Crossing Bingham Farms, MI 48025 Sandra Greenstone 10918 Kirwick 28,332 0.06640% Houston, TX 77024 Sharon Hart 5377 Old Pond Way 10,215 0.02394% West Bloomfield, MI 48323 Shirley Latessa Two Fifth Avenue, #12A 9,023 0.02115% New York, NY 10011 Laurence M. Sims 120 Canberra 4,257 0.00998% Gwinn, MI 49841 Estate of Fred H. Keidan Marian Keidan Seltzer 4,256 0.00997% Personal Representative 7431 Woodlore Drive West Bloomfield, MI 48323 Lynn Morgan 9565 Rod Road 2,128 0.00499% Alpharetta, Georgia 30022 Vivian K. Berry and Vivian K. Berry Revocable 4,256 0.00997% Trust Milton L. Berry, Trustee 10485 Elgin Huntington Woods, MI 48070 Daniel Levenson 1000 Old Carriage Court 2,128 0.00499% Apex, NC 27502 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Dave Muskovitz Associates c/o Melvn Muskovitz 34,156 0.08004% Limited Partnership 2101 Woodside Ann Arbor, MI 48104 Jerry Muskovitz 6085 Ledgeway Drive 34,156 0.08004% West Bloomfield, MI 48322 Jerome Pershin Marital Trust Helen Pershin, Trustee 22,771 0.05336% Dated 2/13/75 25225 Franklin Park Drive Franklin, MI 48025 Ran Family Limited Partnership 2025 W. Long Lake Road 9,640 0.02259% Suite 104 Troy, MI 48098 Phyllis Ring 330 E. Strawberry Drive 10,215 0.02394% Mill Valley, CA 94941 Annette Stollman 7500 N.E. Dolphin Drive 9,640 0.02259% Bainbridge Island, WA 98110 Bernard H. Stollman Living Bernard H. Stollman, Trustee 29,437 0.06899% Trust UAD 8/17/87 2025 W. Long Lake Road Suite 104 Troy, MI 48098 Gerald H. Stollman 4864 Hidden Lane 17,025 0.03990% West Bloomfield, MI 48323 Melvyn J. Stollman Trust Bernard H. Stollman, Trustee 29,481 0.06909% 2025 W. Long Lake Road Suite 104 Troy, MI 48098 Stollman Investments, LLC Gerald H. Stollman, Manager 43,071 0.10094% 2025 W. Long Lake Road Suite 104 Troy, MI 48098 West Side Real Estate Corp. Bernard H. Stollman, 3,405 0.00798% President 2025 W. Long Lake Road Suite 104 Troy, MI 48098 ___________________________________________________________ William S. Beinecke 99 Park Avenue 1,946 0.00456% Suite 2200 New York, New York 10016 Robert K. Kraft c/o Chestnut Hill Management 1,946 0.00456% Corp. One Boston Place Boston, MA 02108 Robert J. Sharp 121 Middlebrook Farm Road 1,946 0.00456% Wilton, CT 06897 Number of Percentage NAME AND IDENDIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST ___________________________________________________________ Patricia D. Moore Trust No. 413 51267 Windsor Manor Court 6,687 0.01567% South Bend, IN 46530 ___________________________________________________________ The Enid Barden Trust of Enid Barden, Trustee 11,758 0.02755% June 28, 1995 74 E. Long Lake Road Bloomfield Hills, MI 48304- 2379 Fairway Property Company 32270 Telegraph Road 5,324 0.01248% Suite 200 Birmingham, MI 48025 David A. Gumenick, Trustee Capital Management Trust 7,454 0.01747% 30160 Orchard Lake Road-110 Farmington Hills, MI 48334 David Herskovitz 1055 Trailridge Lane 2,130 0.00499% Atlanta, GA 30338 Constance W. Jacob 26110 Carol Avenue 2,662 0.00624% Franklin, MI 48025 The Howard J. Leshman Revocable Howard J. Leshman, Trustee 7,839 0.01837% Trust Dated May 20, 1983 as 74 E. Long Lake Road Amended and Restated on March 4, 1998 Bloomfield Hills, MI 48304- 2379 Lyle Properties Limited Marc W. Pomeroy, General 11,758 0.02755% Partnership Partner 74 E. Long Lake Road Bloomfield Hills, MI 48304- 2379 David K. Page 2290 First National Building 7,986 0.01872% Detroit, MI 48226 Keith J. Pomeroy Trust of Keith J. Pomeroy, Trustee 22,406 0.05251% 12/13/76 as Amended and Restated 74 E. Long Lake Road 6/28/95 Bloomfield Hills, MI 48304- 2379 David Sillman 6421 Inkster Road 31,965 0.07491% Suite 200 Bloomfield Hills, MI 48301 Lionel J. Stober Trust Lionel J. Stober, Trustee 5,324 0.01248% 6013 Shawdow Lake Drive Toledo, OH 43623 Ruth Stober 6670 Vachon Court 5,324 0.01248% Bloomfield Hills, MI 48301 Ari Stutz 732 W. Grace Street 2,662 0.00624% Apartment 2W Chicago, IL 60613 Jonah L. Stutz 29757 Farmbrook Villa Lane 5,324 0.01248% Southfield, MI 48034 Leah Stutz 6677 Girvin 2,662 0.00624% Oakland, CA 94611 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Steven I. Victor Trust 401 S. Old Woodward 5,324 0.01248% Suite 333 Birmingham, MI 48009 Woodridge Properties Limited Stephen R. Polk, Managing 15,972 0.03743% Partnership General Partner 26955 Northwestern Highway Southfield, MI 48034 ___________________________________________________________ Richard Bacas 2413 N. Edgewood Street 2,136 0.00501% Arlington, VA 22207-4926 Julie Belinkie 1120 Connecticut Ave NW, 7,854 0.01841% #1200 Washington, DC 20036 David Bender 1120 Connecticut Ave NW, 7,854 0.01841% #1200 Washington, DC 20036 Jay Bender 12721 Maidens Bower Dirve 6,283 0.01472% Potomac, MD 20854-6052 Lisa Bender-Feldman 2579 Eagle Run Lane 6,283 0.01472% Ft. Lauderdale, FL 33327 Scott M. Bender Revocable 12700 Glen Mill Road 6,283 0.01472% Trust dated 4/20/98 Potomac, MD 20854 Barbara Bender-Laskow 8303 Larkmeade Terrace 7,854 0.01841% Potomac, MD 20854 Caplin Family Investments, LLC c/o Mortimer Caplin 111,705 0.26178% Caplin & Drysdale One Thomas Circle Washington, DC 20005 Michael A. Caplin 8477 Portland Place, NW 26,284 0.06160% McLean, VA 22102 Jeremy O. Caplin 360 Ardwood Road 39,425 0.09239% Earlysville, VA 22936 Catherine Caplin 1219 Sunset Plaza Drive, #7 32,854 0.07699% Los Angeles, CA 90069-1254 The Caplin Family Trust P.O. Box 854 32,854 0.07699% Pebble Beach, CA 93953 Community Realty Company, Inc. 6305 Ivy Lane, Suite 210 160,360 0.37580% Greenbelt, MD 20770 Benedict C. Cosimano 3505 Fulton Street, NW 2,136 0.00501% Washington, DC 20007 Samuel Diener, Jr. Revocable Samuel Diener, M.D., Trustee 16,758 0.03927% Trust 786 Eastern Point Road Annapolis, MD 21401 Clarence Dodge, Jr. Revocable 5146 Palisade Lane 154,036 0.36098% Trust dated 1/10/92 Washington, DC 20016 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Marcia Esterman Living Trust Marcia Esterman, Trustee 7,900 0.01851% 5709 Mayfair Manor Drive Rockville, MD 20852 Lydia Funger McClain 12201 Lake Potomac Terrace 21,807 0.05110% Potomac, MD 20854 William S. Funger 6 Great Elm Court 21,807 0.05110% Potomac, MD 20854 Keith P. Funger 10530 South Glen Road 21,807 0.05110% Potomac, MD 20854 Morton Funger 1650 Tysons Boulevard, #620 150,898 0.35363% McLean, VA 22102 Bernard S. Gewirz 1730 K Street, NW #1204 50,219 0.11769% Washington, DC 20006 Bernard and Sarah Gewirz 1730 K Street, NW #1204 16,000 0.03750% Foundation Washington, DC 20006 Steven B. Gewirz 1730 K Street, NW #1204 7,150 0.01676% Washington, DC 20006 Michael AK Gewirz 1730 K Street, NW #1204 9,534 0.02234% Washington, DC 20006 Diane Goldblatt Apt 420 5,713 0.01339% 10500 Rockville Pike Rockville, MD 20852 Herbert Goldblatt 11936 Canfield Road 5,713 0.01339% Potomac, MD 20854 Barbara Goldman 1624 Belvedere Boulevard 7,900 0.01851% Silver Spring, MD 20902 Theodore L. Gray 1200 Jossie Lane 1,971 0.00462% McLean, VA 22102 Eileen Greenberg 1120 Connecticut Ave NW, 7,854 0.01841% #1200 Washington, DC 20036 Hermen Greenberg 1050 Connecticut Ave., NW 1,006,836 2.35952% #444 Washington, DC 20036 William Kaplan, Trustee 19674 Waters End Drive, #1002 83,779 0.19634% and all successor trustees of Boca Raton, Florida 33434 the William Kaplan Revocable Trust dated May 17, 2000 Herman Kraft Sunrise Assisted Living, #212 2,628 0.00616% 5910 Wilson Blvd. Arlington, VA 22205 Patricia A. Mancuso 11912 Tallwood Court 493 0.00116% Potomac, MD 20854 Charles and Lupe Mancuso, 9421 Reach Road 493 0.00116% T.B.T.E. Potomac, MD 20854 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Melanie F. Nichols 21 Crescent Lane 21,801 0.05109% San Anselmo, CA 94960 Jeffrey W. Ochsman 9505 Newbridge Drive 21,807 0.05110% Potomac, MD 20854 Bruce D. Ochsman 8905 Hunt Valley Court 21,807 0.05110% Potomac, MD 20854 Ralph Ochsman 1650 Tysons Boulevard, #620 150,898 0.35363% McLean, VA 22102 Michael P. & Esther K. Ochsman Tenants By the Entirety 21,807 0.05110% 5600 Wisconsin Avenue Chevy Chase, MD 20815 Sharon Lynn Ochsman c/o Terri Weisenberger 21,807 0.05110% 1650 Tysons Blvd. #620 McLean, VA 22102 Wendy A. Ochsman 90720 Holloway Hill Court 21,807 0.05110% Potomac, MD 20854 Ralmor Corporation c/o Terri Weisenberger 392,503 0.91983% 1650 Tysons Blvd., #620 McLean, VA 22102 Jerome Shapiro 9511 Orion Court 7,903 0.01852% Burke, VA 22015 Sophie B. Shapiro Family Trust c/o Bobbie Goldman 62,369 0.14616% 1624 Belvedere Boulevard Silver Spring, MD 20902 Albert H. Small 1050 Connecticut Ave., NW 1,006,836 2.35952% #444 Washington, DC 20036 David Stearman 5630 Wisconsin Avenue, #1007 83,779 0.19634% Chevy Chase, MD 20815 Juanita H. West Trust c/o Martin R. West III 19,255 0.04512% 3 Farm Haven Court Rockville, MD 20852 Martin R. West, III 3 Farm Haven Court 5,776 0.01354% Rockville, MD 20852 ___________________________________________________________ Arthur Baitch 119 Swan Hill Court 14,785 0.03465% Baltimore, MD 21208 Stuart Brager 6 Schloss Court 4,290 0.01005% Baltimore, MD 21208-1926 David C. Browne 910 Rambling Drive 77,222 0.18097% Baltimore, MD 21228 C. Coleman Bunting, Jr. RD 1, Box 140 15,369 0.03602% Selbyville, DE 19975 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Genine Macks Fidler 4750 Owings Mills Blvd 101,126 0.23699% Owings Mills, MD 21117 Josh E. Fidler 4750 Owings Mills Blvd 72,539 0.17000% Owings Mills, MD 21117 Thomas O'R. Frech 16 Deer Woods Ct 9,473 0.02220% Glen Arm, MD 21057 Melvin Friedman, M.D. 8108 Anita Rd. 10,738 0.02516% Baltimore, MD 21208 George H. Greenstein 7724 Grasty Rd. 9,771 0.02290% Baltimore, MD 21208 Mildred Hemstetter 47-H Queen Anne Way 2,123 0.00498% Chester, MD 21619 Sanford G. Jacobson Suite 616, 901 Dulaney Valley 17,620 0.04129% Rd. Towson, MD 21204 James C. Johnson and 3955 Olean Gateway 2,145 0.00503% Sandra J. Johnson Linkwood, MD 21835 William R. Kahn 7903 Long Meadow Rd. 8,279 0.01940% Baltimore, MD 21208 Kanode Partnership 8213 A Stevens Rd. 77,222 0.18097% Thurmont, MD 21788 Allan Krumholz and 5404 Springlake Way 4,290 0.01005% Francine Krumholz Baltimore, MD 21212 Burton H. Levinson 11 Slade Ave #316 15,047 0.03526% Baltimore, MD 21208 Eugene K. Lewis and 842 Wyndemere Way 3,600 0.00844% Suzanne D. Lewis Naples, FL 34105 Arthur M. Lopatin Revocable 11312 Wingfood Dr. 4,931 0.01156% Trust Boynton Beach, FL 33437 Lawrence Macks 4750 Owings Mills Blvd 173,664 0.40698% Owings Mills, MD 21117 Martha Macks 3908 N. Charles St., #500 90,886 0.21299% Baltimore, MD 21218 Morton J. Macks 4750 Owings Mills Blvd 343,442 0.80486% Owings Mills, MD 21117 Joseph M. Mosmiller 687 Ardmore Lane 4,290 0.01005% Naples, FL 34108 Oscar Camp 7560 Fairmont Court 4,991 0.01170% Boca Raton, FL 33496 Orlinsky Family Limited 899 N.E. 32nd Street 2,145 0.00503% Partnership Boca Raton, FL 33431 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Albert Perlow 7903 Winterset Ave. 4,290 0.01005% Baltimore, MD 21208 Anne Louise Perlow 10 Talton Court 6,435 0.01508% Baltimore, MD 21208 Alleck A. Resnick 3402 Old Forest Rd. 4,290 0.01005% Harriet Resnick Baltimore, MD 21208 Stanley Safier 6210 Frankford Ave. 4,290 0.01005% Baltimore, MD 21206 Arnold Sagner PO Box 416 11,065 0.02593% Ellicott City, MD 21041 Donald I. Saltzman 3407 Engelmeade Rd. 5,434 0.01273% Baltimore, MD 21208 Murray Saltzman Revocable c/o Murray Saltzman 2,145 0.00503% Living Trust u/a/d 9/5/95 8216 N.W. 80th Street Tamarac, FL 33321 William G. Scaggs 1520 Royal Palm Way 8,579 0.02010% Boca Raton, FL 33432 Earle K. Shawe c/o Shawe & Rosenthal 29,645 0.06947% 20 S. Charles Street Baltimore, MD 21201 Steven D. Shawe Shawe & Rosenthal 5,014 0.01175% 20 S. Charles Street Baltimore, MD 21201 Karolyn Solomon 3706 Breton Way 4,991 0.01170% Baltimore, MD 21208-1707 William B. Warren Dewey Ballantine LLP 2,145 0.00503% 1301 Avenue of Americas New York, NY 10019 Robert M. Wertheimer 9 Greenlea Drive 2,145 0.00503% Baltimore, MD 21208 ___________________________________________________________ Leonard Klorfine 1105 Bryn Tyddyn Drive 170,312 0.39913% Gladwyne, PA 19035 Greenacres Associates 1105 Bryn Tyddyn Road 59,896 0.14037% Gladwyne, PA 19035 Ridley Brook Associates 1105 Bryn Tyddyn Road 97,917 0.22947% Gladwyne, PA 19035 ___________________________________________________________ Community Investment 120 Albany Street 54,150 0.12690% Strategies, Inc. 8th Floor New Brunswick, New Jersey 08901 ___________________________________________________________ Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Louis J. Siegel The Siegel Organization 143 0.00034% 20 Pleasant Ridge Drive Suite A Owings Mills, MD 21117 Andrew N. Siegel 71 Beecham Court 143 0.00034% Owings Mills, MD 21117 ___________________________________________________________ Ronald Altman 38 Crawford Road 162,062 0.37979% Harrison, NY 10528 Cottonwood Associates c/o The Gateside Corporation 2,446 0.00573% 555 Theodore Fremd Avenue Suite B-304 Rye, New York 10580 Estate of David M. Dolgenos Ronald Altman, Executor 556,675 1.30457% Weissbarth, Altman & Michaelson 156 W. 56th Street New York, New York 10019 Norman Feinberg c/o The Gateside Corporation 162,057 0.37978% 555 Theodore Fremd Avenue Suite B-304 Rye, New York 10580 Gateside-Bryn Mawr Company, c/o The Gateside Corporation 5,603 0.01313% L.P. 555 Theodore Fremd Avenue Suite B-304 Rye, New York 10580 King Road Associates c/o The Gateside Corporation 22,899 0.05366% 555 Theodore Fremd Avenue Suite B-304 Rye, New York 10580 Sagar Points, Inc. c/o Parker Chapin - J. 58,858 0.13793% Poretsky Parker Chapin LLP 405 Lexington Avenue New York, New York 10174 Staf-Arms Corp. c/o Parker Chapin - J. 225,689 0.52890% Poretsky Parker Chapin LLP 405 Lexington Avenue New York, New York 10174 Helene Sterling Trust Under Helene Sterling, Trustee 6,398 0.01499% Trust dated 4/14/89 12 Schoolhouse Lane Great Neck, New York 11020 ___________________________________________________________ Macomb Apartments Limited David Schostak 151,672 0.35544% Partnership 25800 Northwestern Highway Suite 750 Southfield, MI 48075 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Deerfield Woods Venture Limited David Schostak 72,684 0.17034% Partnership 25800 Northwestern Highway Suite 750 Southfield, MI 48075 ___________________________________________________________ Lois M. Brodsky 55 Woods Lane 29,324 0.06872% Boynton Beach, Florida 33436 Roni Slavin Pekins 10 Beards Landing 5,865 0.01374% Durham, New Hampshire 03824 Evelyn Schabb P.O. Box 1377 29,324 0.06872% Brooklynville, MD 21022 The Slavin Children Trust c/o Richard L. Philipson, 58,649 0.13744% Trustee 8601 Georgia Avenue, Suite 1001 Silver Spring, MD 20910 Doris E. Slavin 6912 Barrett Lane 117,297 0.27489% Bethesda, MD 20814 James M. Slavin 6308 Lenox Road 14,662 0.03436% Bethesda, MD 20817 Jeffrey Zane Slavin 5706 Warwick Place 5,865 0.01374% Chevy Chase, MD 20815 Jonathan M. Slavin 6308 Lenox Road 14,662 0.03436% Bethesda, MD 20817 Sanford Slavin 6912 Barrett Lane 158,352 0.37110% Bethesda, MD 20814 SS Associates, LLC c/o Sanford Slavin, Member 5,865 0.01374% 200-A Monroe Street, Suite 105 Rockville, MD 20850 ___________________________________________________________ S&S Realty Company 124 Cedarhurst Avenue 52,004 0.12187% Cedarhurst, NY 11516 ___________________________________________________________ David & Lily Broner 4686 Maura Lane 2,365 0.00554% West Bloomfield, MI 48323 Nettie Cohen 15075 West Lincoln Drive 1,182 0.00277% #1028 Oak Park, MI 48237 Ada Eisenfeld 38 Breitmeyer Place 1,182 0.00277% Mount Clemens, MI 48043 William Farber 32640 Whatley Road 2,365 0.00554% Franklin, MI 48025 Richard Frank 25631 Avondale 2,365 0.00554% Dearborn Hts., MI 48125 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Sam Frank 3467 Sutton Place 1,182 0.00277% Bloomfield Hills, MI 48301 Joel S. Golden 4661 McEwen Drive 394 0.00092% Bloomfield Hills, MI 48302 Harvey Gordon 1348 Charrington Road 2,365 0.00554% Bloomfield Hills, MI 48301 Robert J. Gordon One Woodward Avenue 394 0.00092% Suite 2400 Detroit, MI 48226 Seymour Gordon Living Trust 31090 Nottingham 1,182 0.00277% Franklin, MI 48025 Jeffrey G. Heuer 4736 Wendrick Avenue 394 0.00092% West Bloomfield, MI 48324 Austin Kanter 100 Galleria Office Centre 2,365 0.00554% #401 Southfield, MI 48034 Ellsworth & Janet Levine 8315 Lincoln Drive 2,365 0.00554% Huntington Woods, MI 48043 Stanford Morris Revocable 4210 N.W. 24th Way 2,365 0.00554% Trust, U/T/A dated July 10, 1980 Boca Raton, FL 33431 Cecil G. Raitt 28470 S. Harwich 394 0.00092% Farmington Hills, MI 48334 Gary Shapiro 7001 Orchard Lake Road #200 2,122 0.00497% West Bloomfield, MI 48322 Harry Shapiro 4786 Tara Court 4,487 0.01052% West Bloomfield, MI 48323 Richard Silverman 7111 Lindenmere 2,365 0.00554% Bloomfield Hills, MI 48301 Lawrence K. Snider 1320 N. State Parkway 394 0.00092% Chicago, IL 60610 Gerald Timmis 4733 West Wickford 1,182 0.00277% Bloomfield Hills, MI 48302 Arthur A. Weiss One Woodward Avenue 394 0.00092% Suite 2400 Detroit, MI 48226 Louis & Crystal Whitaker 4798 S. Florida. Avenue #406 2,365 0.00554% Lakeland, FL 33813 Eleanor Thal Wolf, Trustee of 1896 Pine Ridge Court 2,365 0.00554% the Eleanor Thal Wolf Revocable Bloomfield Hills, MI 48302 Living Trust U/A/D dated January 15, 1991 ___________________________________________________________ Jonathan P. Rye 1301 W. Long Lake Road 2,189 0.00513% Suite 190 Troy, MI 48098 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST John K. Rye 1301 W. Long Lake Road 107,255 0.25135% Suite 190 Troy, MI 48098 ___________________________________________________________ Deborah M. Allen 1171 Drewsbury Court 2,065 0.00484% Smyrna, GA 30080 Seymour Bagan Trust 4220 W. Chase Avenue 6,452 0.01512% Lincolnwood, IL 60712 Bank One Trust Company, NA P.O. Box 37 8,465 0.01984% as Trustee of the Anthony J. Westerville, OH 43086-0037 DelBianco Trust Bernard Ecker 408 Sunset Lane 5,162 0.01210% Glencoe, IL 60122 Irving M. Friedman 5519 Hyde Park Blvd. 4,129 0.00968% Chicago, IL 60637 Martin L. Gecht 1110 N. Lakeshore Drive #34 13,306 0.03118% Chicago, IL 60611-1054 Robert D. Gecht 852 W. George 1,032 0.00242% Chicago, IL 60657 Gail Goldstein 1111 Crofton 1,290 0.00302% Highland Park, IL60035 Esther Steinback Kane 1300 N. Lake Shore Drive 4,645 0.01089% Apartment 9D Chicago, IL 60610 Harold A. Katz 1180 Terrace Ct. 4,129 0.00968% Glencoe, IL 60022 Hilton R. Leibow 800 Midway Road 4,645 0.01089% Northbrook, IL 60062 Carol Linch 284 Hastings Road 1,290 0.00302% Highland Park, IL 60035 Miriam Lutwak Revocable Trust 1764 Lake Avenue 2,581 0.00605% Highland Park, IL 60035 David A. Nathan and Sonia D. 10155 Collins Avenue #205 5,162 0.01210% Nathan, Tenants in the Entirety Bal Harbour, FL 33154 Gladys Newman 4001 Hillcrest Drive 2,581 0.00605% Apartment 417 Hollywood, FL 33021 Lawrence Perlman 180 E. Pearson Street 2,323 0.00544% Apartment 4106 Chicago, IL 60611 Jerome Schur, Trustee 2416 Meadow Drive South 1,032 0.00242% Wilmette, IL 60091 Number of Percentage NAME AND IDENTIFYING NUMBER BUSINESS OR RESIDENCE ADDRESS UNITS HELD INTEREST Manford Steinfeld 499 Merchandise Mart 2,323 0.00544% Chicago, IL 60654 Bernard R. Wolf 3504 Lakeview Drive 2,673 0.00626% Hazelcrest, IL 60429 David F. Wolf Freemont Group 2,065 0.00484% 515 North State Street Suite 2305 Chicago, IL 60610 Jonathan C. Wolf 7228 Werkner Road 2,065 0.00484% Chelsea, MI 48118 TOTAL UNITS/INTERESTS 42,671,194.899 100.00% \w
EX-10 10 0010.txt EXHIBIT 10.53 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement is dated as of the 1st day of December, 2000 by and among Home Properties of New York, L.P., a New York limited partnership, Conifer Realty Corporation, a Maryland corporation and Home Properties Management, Inc., d/b/a Conifer Construction, a Maryland corporation (collectively and jointly and severally, as their interests may appear, "Home Properties") and Conifer Realty, LLC, a newly formed New York limited liability company ("New Conifer"). WHEREAS, Home Properties desires to sell certain tangible and intangible property used in connection with its single family and multifamily affordable housing development business in consideration for the receipt of the consideration set forth below; and WHEREAS, New Conifer wishes to acquire those assets in consideration for the payment of the consideration set forth below; NOW THEREFORE, the parties hereto agree as follows: ARTICLE I ASSETS Subject to the terms and conditions set forth in this Agreement, Home Properties on the Closing Date (as hereinafter defined) shall sell, assign, transfer and deliver to New Conifer the assets described in Sections 1.1 through 1.3 below (the "Assets"). 1.1. Development Pipeline. All of Home Properties' right, title and interest in and to the development projects described in the attached Schedule 1.1A (the "Pipeline Projects") including but not limited to Home Properties' interests in any entities formed prior to the Closing Date (as hereinafter defined) to develop the Pipeline Projects (whether as general partner, manager, managing member, initial limited partner, initial member or the like and including the investments made in connection with those interests by Home Properties as set forth on Schedule 1.1B) and all consents, approvals, licenses and permits relating to the Pipeline Projects, Home Properties development agreements and related development documents and/or "designated developer status", if any, with respect to the Pipeline Projects; and Home Properties' right to any development or other fees accrued as of the Closing Date, including but not limited to the development fees receivable as set forth as the attached Schedule 1.1B or paid or accrued on or after the Closing Date as well as any deposits paid by Home Properties as set forth on Schedule 1.1B with respect to any of the Pipeline Projects. By accepting the Consideration (as hereinafter defined), Home Properties shall be deemed to have assigned to New Conifer all rights to any and all unpaid advances, income or fees relating to the Pipeline Projects, whether accrued or earned prior to or after the Closing Date. 1.2 Personal Property. All of Home Properties' right, title and interest in and to the personal property described on Schedule 1.2 (the "Personal Property"). 1.3 Intangible Assets. All of the operational books, records and data (in all paper and electronic forms and media) of Home Properties relating to the Pipeline Projects, originals or copies of all of the records and files of Home Properties relating to the Employees (as hereinafter defined), the trade name "Conifer" and all goodwill relating thereto, including any and all rights to obtain trademarks and service marks with respect thereto (the "Intangible Assets"). ARTICLE II LIABILITIES It is expressly understood and agreed that New Conifer does not, nor will it, assume or become liable for, any of the liabilities of Home Properties of any kind or nature at any time existing or asserted, whether fixed, contingent or otherwise, including without limitation accounts, notes and taxes payable, contractual obligations accrued prior to the Closing Date, union contracts, salaries, wages, severance or separation pay, or vacation, profit sharing, retirement, pension, bonus, hospitalization or other employee benefits or any unemployment or old age benefit taxes relating to Home Properties employees; PROVIDED, however, that New Conifer shall (i) assume, pay and perform all of Home Properties' obligations from and after the Closing Date with respect to the Pipeline Projects; (ii) assume, pay and perform all of Home Properties' obligations that relate to the period prior to the Closing Date with respect to the Pipeline Projects provided that one or more of the employees listed on the attached Schedule 2.0 (the "Executive Employees") had actual knowledge of such obligations and except to the extent that Home Properties is receiving payment for those obligations pursuant to Section 3.1 below; and (iii) assume certain obligations of Home Properties with respect to the Employees, as specifically set forth in Section 6.2. Home Properties covenants to pay and discharge, or make adequate provision for the payment and discharge of, all of Home Properties' liabilities, indebtedness, obligations, claims and losses not specifically assumed by New Conifer herein. ARTICLE III CONSIDERATION In consideration for the sale, assignment, transfer and delivery of the Assets by Home Properties to New Conifer, New Conifer shall pay to Home Properties the sum of $6,955,000 ("Consideration"), subject to adjustment, as described below. The consideration shall be paid to Home Properties by New Conifer as described in Sections 3.1 through 3.3 below and shall be allocated to the various portions of the Assets as set forth on Schedule 3.0. Such allocation shall be used by the parties for all tax purposes and filings, including without limitation, IRS Form 8594. 3.1 Deferred Development in Progress Payment. $1,267,000 on a deferred basis for developments in progress as set forth on Schedule 3.1, to be paid by New Conifer on the earlier to occur of: (a) the date of the closing of the construction financing of the related project and in the amount listed next to the related project on Schedule 3.1; and (b) December 31, 2002 (the "Deferred Development in Progress Amount"). Payment of the Deferred Development in Progress Amount will be secured by a guaranty by New Conifer substantially in the form attached hereto as Exhibit A. New Conifer agrees that it shall periodically provide Home Properties with such reports as Home Properties may reasonably request to update Home Properties with respect to the status of the various projects described on Schedule 3.1. 3.2 Promissory Note. $4,000,000 by execution by New Conifer of a Promissory Note substantially in the form attached hereto as Exhibit B (the "$4.0 Million Note"). Repayment of the $4.0 Million Note will be secured by a pledge by New Conifer and/or certain of its affiliates of limited partnership units in Home Properties of New York, L.P. ("OP Units") and/or common stock ("Common Stock") in Home Properties of New York, Inc. (the "REIT") having a value (using a per OP Unit and per share of Common Stock value of $30) of $4,000,000. The Pledge Agreement will be substantially in the form attached hereto as Exhibit C. 3.3 Cash. $1,688,000.00 paid by New Conifer by wire transfer at Closing. 3.4 Closing Adjustments. (a) The Deferred Development in Progress Amount shall be increased by any additional advances made by Home Properties with the prior consent of New Conifer in connection with the Pipeline Projects and decreased by the amount of any advances repaid or any development fees paid to Home Properties in connection with the Pipeline Projects between the date of this Agreement and the Closing Date. On the Closing Date, the parties shall amend Schedule 3.1 to reflect the then current balance of the Deferred Development in Progress Amount. Schedule 3.4 hereto sets forth the advances anticipated to be required to be made by Home Properties with respect to the Pipeline Projects between the date of this Agreement and the Closing Date. (b) With respect to any of the Pipeline Projects where title to real estate shall be transferred from Home Properties to New Conifer, current fiscal year real estate taxes and other charges shall be adjusted and pro-rated between the parties as of the Closing Date. (c) Any error in the calculation of adjustments as described in paragraphs (a) and (b) above shall be corrected subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration of the sixtieth day after the Closing Date. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF NEW CONIFER New Conifer hereby represents and warrants to Home Properties as follows: 4.1 Organization and Authorization. New Conifer is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of New York and has all the requisite power and authority to execute, deliver and perform its obligations under this Agreement; its execution, delivery and performance of its obligations under this Agreement do not result in any violation of, or conflict with, any term of its Articles of Organization, Operating Agreement, or other instrument to which it is bound or any law or regulation applicable to it; and its execution, delivery and performance of its obligations under this Agreement have been duly authorized by all necessary action on its behalf. 4.2 Execution; Enforceability. New Conifer has duly and validly executed and delivered this Agreement, and, assuming due execution and delivery by Home Properties, this Agreement constitutes a valid and binding agreement enforceable against New Conifer in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally as at the time in effect and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. 4.3 General Warranty. No representation or warranty of New Conifer contained in this Agreement, nor any Schedule, statement or certificate furnished to or to be furnished by New Conifer to Home Properties pursuant to the terms hereof, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or fails or will fail to state a material fact necessary to make the statements contained or incorporated therein or herein not misleading. ARTICLE V REPRESENTATIONS AND WARRANTIES OF HOME PROPERTIES Home Properties hereby represents and warrants to New Conifer as follows: 5.1 Organization and Authorization. Home Properties of New York, L.P. is a limited partnership duly organized, validly existing and in good standing under the laws of the State of New York, and Conifer Realty Corporation and Home Properties Management, Inc. are each corporations duly organized, validly existing, and in good standing under the laws of the State of Maryland; each of those entities has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance of its obligations under this Agreement by each of those entities does not result in any violation of, or conflict with, any term of its limited partnership agreement charter, by-laws, or other instrument to which it is bound or any law or regulation applicable to it; and the execution, delivery and performance of its obligations under this Agreement by each of those entities have been duly authorized by all necessary action on its behalf. 5.2 Execution; Enforceability. Each of the entities constituting Home Properties has duly and validly executed and delivered this Agreement and, assuming due execution and delivery by New Conifer, this Agreement constitutes a valid and binding agreement enforceable against Home Properties in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally as at the time in effect and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. 5.3 Absence of Restrictions. Except for agreements as to which one or more of the Executive Employees has actual knowledge, Home Properties has made no other agreement with any other party with respect to the sale or encumbrance of the Assets. The execution and delivery of this Agreement, and the consummation of the transactions provided hereunder, do not violate, conflict with, result in the breach of, or cause the acceleration of or default under any provision of any obligation, mortgage, lien, lease, loan agreement, other agreement, instrument, law, order, arbitration award, judgment, decree or any other restriction to which Home Properties is a party or by which Home Properties or the Assets are subject or bound. Other than any required consents as to which one or more Executive Employees have given Home Properties notice, Home Properties is not aware of any third party consents required in connection with the execution and delivery of this Agreement and the consummation of the transaction provided hereunder. 5.4 Title to Personal Property. Except as set forth in Schedule 5.4 hereto, Home Properties has good, marketable and indefeasible title to all of the Personal Property, free and clear of all liabilities, mortgages, conditional sales agreements, security interests, leases, liens, pledges, encumbrances, restrictions, charges, claims or imperfections of title whatsoever. All of the title exceptions listed on Schedule 5.4 shall be released and/or resolved to the satisfaction of New Confer at or prior to the Closing Date. 5.5 Litigation and Claims. To the best of Home Properties' knowledge, there is no litigation, proceeding, suit, action, controversy, investigation or claim in law or in equity (including proceedings by or before any governmental board or agency) existing, pending or threatened against Home Properties, any of the entities formed to develop the Pipeline Projects, any of the Pipeline Projects or regarding any of the Employees which might adversely affect the Assets, other than a dispute with an architect relating to the Pine Grove project. 5.6 Governmental Compliance. Except for any failure to comply caused by the action or failure to act on the part of any of the Executive Employees and those other employees acting at the direction of the Executive Employees, Home Properties has complied in all material respects with all applicable laws, rules, regulations and orders of all federal, state and local authorities with respect to the Assets. To the best of its knowledge, Home Properties has not received any notice that it is claimed to be in default with respect to any judgment, order, injunction, decree, rule or regulation of any court, administrative agency or other governmental agency with respect to the Assets. Home Properties has not received any notice, official or otherwise, that any condemnation proceeding is contemplated or has been commenced against any of the premises comprising the Assets, or that the use thereof is in violation of any applicable building, zoning or other law or regulation. 5.7 Labor Relations. Home Properties has complied with all applicable laws, rules and regulations relating to the employment of labor, including those related to wages, hours, payment of withholding taxes and those related to any and all of Home Properties pension, profit-sharing and fringe benefit programs. Home Properties has withheld all amounts required by law or agreement to be withheld from wages or salaries of its employees and is not liable for any arrearage of wages or any taxes or penalties for failure to comply with any of the foregoing, and will be responsible for funding Home Properties required contribution with respect to each of the Employees' participation in Home Properties' 401(K) plan through December 31, 2000. 5.8 General Warranty. No representation or warranty of Home Properties contained in this Agreement, nor any Schedule, statement or certificate furnished to or to be furnished by Home Properties to New Conifer pursuant to the terms hereof, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or fails or will fail to state a material fact necessary to make the statements contained or incorporated therein or herein not misleading. 5.9 No Other Representations or Warranties. Except as otherwise specifically set forth in this Agreement, Home Properties makes no representations or warranties to New Conifer, express or implied, and New Conifer agrees to acquire the Assets in their "as is" condition. 5.10 Breaches Caused by Executive Employees. Home Properties shall not be deemed to have breached or to be in violation of any of the above representations and warranties to the extent that the breach or violation exists on the date of the execution of this Agreement and one or more of the Executive Employees has actual knowledge of the breach or violation or if after the date of the execution of this Agreement, any breach or violation is caused by the acts or failure to act on the part of one or more of the Executive Employees. ARTICLE VI NEW CONIFER COVENANTS 6.1 Assistance to Home Properties. New Conifer covenants and agrees that it shall cause its employees to lend their expertise and to expend their time and commitment to assist Home Properties in endeavoring to achieve the successful completion or resolution of certain projects to be retained by Home Properties and which are listed on the attached Schedule 6.1. Home Properties shall pay all costs and expenses in connection with New Conifer's efforts under this Section 6.1 and shall reimburse New Conifer for all of its travel and other out of pocket costs and expenses. 6.2 Employees. New Conifer agrees, effective as of the Closing Date, to offer to employ the current employees of Home Properties listed on the attached Schedule 6.2 (the "Employees") as employees of New Conifer with substantially the same or better compensation and benefits. From and after the Closing Date, the Employees shall be and remain employees at will of New Conifer under New York law, and this Section 6.2 shall not be construed as a contract of employment between New Conifer and any of the Employees. In addition, New Conifer agrees that on or prior to February 28, 2001, it shall make a cash or equivalent payment to each of the Employees listed on Schedule 6.2A the following amounts: (i) an amount equal to the amount set forth on the attached Schedule 6.2A, which is equal to the currently anticipated bonus that Home Properties would have paid to such Employee under its Incentive Compensation Plan for services performed in the year 2000, assuming that such Employee was paid 100% of the bonus pool allocated to him or her; (ii) plus the amount set forth on Schedule 6.2A hereto as the Special Bonus Amount. Home Properties will provide the Employees with health, life, disability and dental insurance coverage under its insurance policies through December 31, 2001, the cost of which will be reimbursed to Home Properties by New Conifer upon presentation of monthly statements for same. 6.3 Release. New Conifer shall obtain the release of Home Properties from any and all liability relating to the obligation to issue Contingent OP Units to Community Investment Strategies, Inc. ("CIS") pursuant to a Contribution Agreement, dated July 30, 1999, between Home Properties and Community Investment Strategies ("CIS Contribution Agreement"). 6.4 Loan Repayment. New Conifer acknowledges and agrees to provide its Employees with notice prior to Closing that all loans made to such Employees by The Chase Manhattan Bank ("Chase") or Home Properties and its affiliates pursuant to Home Properties of New York, Inc.'s Director and Employee Stock Purchase Program will be due and payable to Chase or Home Properties, as appropriate, promptly after the Closing Date. 6.5 Required Approvals. New Conifer covenants that it shall take the lead in seeking to obtain the consents and approvals required to consummate the transactions described in this Agreement, including but not limited to the necessary partner, lender and government agency approvals. New Conifer further covenants that it will seek those approvals on a best efforts basis. Home Properties covenants that it shall cause its employees to lend their expertise and to expend their time and commitment to assist New Conifer in endeavoring to obtain the required consents and approvals, including any consents or approvals not received by Closing. 6.6 Repayment of Construction Loans. New Conifer agrees that prior to December 31, 2001 it shall repay or cause to be repaid the principal balance of the Promissory Note, dated December 1, 1999 in the original principal amount of $2,812,266 from Governeur Senior Housing Associates, L.P. to Home Properties. New Conifer shall on the Closing Date execute a Guaranty of the above obligation in substantially the form of EXHIBIT D attached hereto. 6.7 Indemnification. New Conifer shall fully indemnify and hold harmless Home Properties, its directors, officers, members, managers, agents, employees, successors and assigns, as applicable, from and against and in respect of any and all liabilities, obligations, damages, losses and expenses, including claims of every kind and nature, whether accrued, absolute, contingent or otherwise, and including reasonable attorneys' fees and the costs of defense, incurred by any of them as a result, or by reason, of the breach, falsity or failure of any of New Conifer's representations, warranties, covenants or, as limited in the next sentence, undertakings contained in this Agreement, it being agreed by the parties hereto that the provisions of this indemnification shall survive the Closing Date. Notwithstanding the above, it is hereby agreed that New Conifer's undertakings with respect to the matters described in Section 6.1 and the related Schedule 6.1 as well as under the Memoranda of Understanding attached hereto as Exhibits E and F shall be limited as described therein. ARTICLE VII HOME PROPERTIES COVENANTS 7.1 Conifer Name. Home Properties agrees that it will change the name of one of its affiliates from Conifer Realty Corporation to a name that does not include Conifer, will discontinue the d/b/a "Conifer Construction" and that it will cease using the name "Conifer" as promptly after Closing as is practicable. New Conifer acknowledges that there are various promotional and other materials currently used by Home Properties that use the "Conifer" name and agrees that so long as Home Properties ceases to actively market any of its activities under the "Conifer" name and instead makes a good faith effort to wind down its use of existing Home Properties materials, Home Properties will not be in violation of the preceding sentence. 7.2 Property Management. Home Properties agrees that it shall continue to manage the apartment communities listed on the attached SCHEDULE 7.2 under existing management agreements until and including December 31, 2001, unless such Agreements are terminated prior to that date according to their terms. In addition, Home Properties agrees that it will enter into an agreement to manage until no later than December 31, 2001, such of the Pipeline Projects as are occupied by residents prior to December 31, 2001, except with respect to properties located in New Jersey such management agreements will not extend beyond June 30, 2001. Such management agreements shall provide for a management fee to Home Properties of no less than 5% of gross rents. Home Properties agrees to terminate its management agreements for any commercial property it is managing on behalf of C.O.F., Inc. or Conifer Development, Inc. as of December 31, 2000 at no cost to Home Properties or New Conifer. As provided in the preceding paragraph, all other management agreements shall terminate between June 30, 2001 and December 31, 2001, as the case may be, notwithstanding the term of agreement otherwise specified therein. Home Properties, as managing agent, further agrees that it shall continue to provide property and casualty insurance under its master policy with respect to the apartment communities on Schedule 7.2, and shall provide similar insurance coverage for any of the Pipeline Projects upon execution of a management agreement for such Pipeline Project and through the effective date of termination of the applicable management agreements. 7.3 Temporary Offices. Home Properties agrees that the Employees (and thus the offices of New Conifer) may remain in their current location in the Clinton Square Office Building free of rent until March 31, 2001. Rent shall include, but not be limited to, access to all common areas with respect to the premises, the cost of real property taxes, maintenance and insurance, parking for the Employees, utilities, receptionist, telephone and local telephone service, accounting, information systems use and access to network, software, servers, main frame, fax machines , copiers, access to mailroom, janitorial cleaning and maintenance of the premises. 7.4 Transfer of Deposits. Home Properties agrees that, following the Closing and at the request of New Conifer, Home Properties shall transfer up to $10 million of the deposits that it holds to one financial institution identified by New Conifer, provided that such institution is legally qualified to hold such deposits and has procedures in place for record keeping, release of the deposits and interest rates that are reasonably acceptable to Home Properties. Home Properties further agrees that if it does transfer deposits as described above, it shall leave the deposits at the financial institution until at least December 31, 2002. Home Properties further agrees that, at the request of New Conifer, Home Properties shall continue to maintain up to $5 million of the deposits that it holds in one financial institution identified by New Conifer until at least December 31, 2005, after which time it shall be free to transfer the deposits to another financial institution. 7.5 Line of Credit. Until December 31, 2002, Home Properties shall provide to New Conifer a $4.0 million line of credit ("Line of Credit") having the terms and conditions as described in the Credit Agreement and Credit Note attached hereto as EXHIBIT G (the "Line of Credit Documents"), which shall be executed by New Conifer on the Closing Date. Repayment of amounts outstanding under the Line of Credit Documents will be secured by a pledge by New Conifer and/or certain of its affiliates of OP Units and/or Common Stock having a value (using a per OP Unit or per share of Common Stock value of $30) of $4,000,000. The Pledge Agreement will be in substantially the form attached hereto as Exhibit H. 7.6 Conduct of Business. Home Properties shall conduct its business with respect to the Assets pending the Closing in the normal and usual manner consistent with the successful operation thereof including but not limited to the payment of all bills submitted prior to the Closing Date and the making of advances as described in Section 3.4 of this Agreement and, without the prior approval of New Conifer (which approval shall not be unreasonably withheld or delayed), shall not make any change in the policies affecting the operation and conduct of such business nor to commence negotiations for, or enter into, any material or unusual contracts or agreements affecting such business or the Assets, extending beyond the Closing Date. Home Properties shall not be in default under this Section 7.6 if and to the extent that any of the Executive Employees while they are still Home Properties' employees act or fail to act in any manner that would otherwise cause Home Properties to violate this Section 7.6. 7.7 RETENTION OF BUSINESS. Home Properties shall use and exert commercially reasonable efforts between the date hereof and Closing to keep and retain its business with respect to the Assets as a going business with present personnel and to provide New Conifer with such assistance and cooperation as may be requested or necessary to effect the orderly transfer of such business to New Conifer. Home Properties shall not be in default under this Section 7.7 if and to the extent that any of the Executive Employees while they are still Home Properties' employees act or fail to act in any manner that would otherwise cause Home Properties to violate this Section 7.7. 7.8 Access. Home Properties shall allow the authorized personnel and agents of New Conifer to have access to any and all of the records and premises of Home Properties at all reasonable times between the date hereof and the Closing; to furnish New Conifer with all information concerning Home Properties' affairs as New Conifer may reasonably request; and to permit New Conifer to make extracts from, and copies of, all of Home Properties' tax returns, books, records, appraisals, files and other business records. 7.9 Indemnification. Home Properties shall fully indemnify and hold harmless New Conifer, its directors, officers, members, managers, agents, employees, successors and assigns, as applicable, from and against and in respect of any and all liabilities, obligations, damages, losses and expenses, including claims of every kind and nature, whether accrued, absolute, contingent or otherwise, and including reasonable attorneys' fees and the costs of defense, incurred by any of them as a result, or by reason, of the breach, falsity or failure of any of Home Properties' representations, warranties, covenants or undertakings contained in this Agreement, including without limitation, (i) any impermissible encumbrances on the Assets; (ii) and the negligence and/or misconduct of Home Properties and any of its employees with respect to the Assets, including but not limited to, filing tax returns, conducting cost certifications, leasing residential units, certifying to governmental agencies, providing legal opinions and paying mortgage and/or transfer taxes, but excluding any negligence and/or misconduct by the Executive Employees. It is agreed by the Parties hereto that the provisions of this indemnification shall survive the Closing Date. 7.10 Employees. Home Properties agrees on the Closing Date to pay to each of the Employees the cash value as of the Closing Date of their accrued vacation time resulting from their employment by Home Properties, as well as the amount of their bonuses deferred under Home Properties' Incentive Compensation Plan for the years 1998 and 1999. In addition, Home Properties agrees that any of the Employees who are residents as of the date of this Agreement at a Home Properties' community shall remain entitled to the 15% employee discount until the later to occur of: (i) the termination date of their lease; and (ii) June 30, 2001. 7.11 Stock Benefit Plans. All of the stock options issued to the Employees pursuant to the stock benefit plans (the "Stock Benefit Plans") of Home Properties of New York, Inc. ("HME") that have vested prior to the Closing Date may be exercised by such Employees pursuant to the terms of the Stock Benefit Plans until and including March 31, 2001. All stock options issued pursuant to the Stock Benefit Plans to Employees that have not vested prior to the Closing Date shall terminate and be of no further force and effect as of the Closing Date. 7.12 Other Options. Home Properties shall grant New Conifer an option to purchase all of Home Properties' right, title and interest in the entities described on the attached Schedule 7.12A and in the real property described on the attached Schedule 7.12B, including in each case the right to receive all fees accrued but unpaid as of the date of this Agreement and all future fees pursuant to the Option Agreements attached hereto as Exhibits I, J and K. ARTICLE VIII CONDITIONS TO CLOSING 8.1 Conditions to New Conifer's Obligations. New Conifer's obligations to close under this Agreement shall be expressly contingent upon satisfaction of the following contingencies: (a) Representations and Warranties. Except as otherwise provided in Section 5.10, that the representations and warranties of Home Properties are true and correct as of the Closing Date. (b) Home Properties Actions. Except as otherwise provided in Sections 7.6 and 7.7, Home Properties shall have executed all instruments, performed all agreements and complied with all conditions and covenants required by this Agreement to be executed, performed or complied with by it prior to or on the Closing Date. (c) Delivery of Documents. Home Properties shall have delivered to New Conifer on or prior to the Closing Date such instruments of conveyance and assignment and other certificates, opinions and documents reasonably requested by New Conifer, in form and substance reasonably satisfactory to New Conifer and its legal counsel, to vest effectively in New Conifer good and marketable title to the Assets as required by this Agreement, and otherwise to carry out Home Properties' obligations under the terms and conditions of this Agreement, including all tax returns and accounting records, tenant records for the Pipeline Projects, all Employee records and all licenses, permits, construction contracts, architect's agreements and other development documents relating to the Assets. (d) Release from Lock-Up Letter. Home Properties shall have agreed in writing to a termination of the lock-up letter dated July 29, 1999, which limited the right of CIS to sell, transfer, assign or pledge its limited partnership interests in Home Properties. It is understood that the contingencies set forth in this Section 8.1 are for New Conifer's benefit and may be waived by New Conifer at any time. 8.2 Conditions to Home Properties' Obligations. Home Properties' obligations to close under this Agreement shall be expressly subject to the following contingencies: (a) New Conifer's Representations. The representations and warranties of New Conifer are true and correct on the Closing Date. (b) New Conifer's Actions. New Conifer shall have executed all instruments, performed all agreements and complied with all conditions required by this Agreement to be executed, performed or complied with by it prior to or on the Closing Date. (c) Delivery of Documents. New Conifer shall have delivered to Home Properties on or prior to the Closing Date such instruments of assumption and other certifications, opinions and documents, in form and substance reasonably satisfactory to Home Properties, as are required to carry out New Conifer's obligations under the terms and conditions of this Agreement. (d) Cash Payment. New Conifer shall have paid Home Properties the cash due it at Closing as set forth in Section 3.3. (e) Employment Agreements. Richard J. Crossed and Christiana Foglio shall each have agreed in writing to the termination of their respective employment agreements and shall have executed a full release in favor of Home Properties with respect to any obligations of Home Properties thereunder. (f) Contribution Agreements. The other parties to the CIS Contribution Agreement shall have executed a full release and waiver in favor of Home Properties with respect to any and all obligations of Home Properties under that agreement, including but not limited to Home Properties' obligation to issue contingent operating partnership units thereunder for prior, current and future years. (g) Directorship. Richard J. Crossed shall have submitted his written resignation as a director of Home Properties of New York, Inc. (h) Shares/Directorship of Conifer Realty Corporation. Richard J. Crossed shall have transferred to Home Properties or its designee his 16 shares in Conifer Realty Corporation in consideration for the receipt of $10,360 and shall have also resigned as a director and officer of Conifer Realty Corporation. Home Properties hereby agrees that it shall either: (i) simultaneously buy the shares of Conifer Realty Corporation owned by each of Norman and Nelson Leenhouts for the same consideration; or (ii) at the time it does so purchase those shares pay Richard J. Crossed the amount, if any, by which the amount paid by Home Properties to each of Norman and Nelson Leenhouts for their shares in Conifer Realty Corporation exceeds $10,360. (i) Resignation as Officers/Termination of Options. The Employees who are currently officers of HME and/or Conifer Realty Corporation shall have submitted their written resignations from their positions. In addition, such officers shall execute an acknowledgement that any options granted under the Stock Benefit Plans that have not vested prior to the Closing Date shall not vest as a result of a termination of employment but shall terminate and be of no further force and effect as of the Closing Date. (j) Louis Siegel. Louis Siegel shall have executed a full release in favor of Home Properties with respect to any obligations of Home Properties to Louis Siegel pursuant to consulting or similar agreements, whether written or oral. (k) Release and Waiver. Richard J. Crossed, C. Terence Butwid, Christiana Foglio and Timothy D. Fournier shall have executed a release and waiver in favor of Home Properties waiving any right to payment of any cash bonus that would have been paid to them under Home Properties Incentive Compensation Plan for Services performed in the year 2000 and releasing Home Properties for the payment of any such amount. (l) Release from Third Party Obligations. Home Properties shall have been released in writing from any and all guarantees and liabilities to all Third Parties (as hereinafter defined). If and to the extent that any such release has not been obtained by the Closing Date, then the Asset to which the release pertains shall be a Non-Transferred Asset (as defined below) subject to the provisions of Section 8.3(a). It is understood that the contingencies set forth in this Section 8.2 are for Home Properties' benefit and may be waived by Home Properties at any time. 8.3 Mandatory Conditions. Neither Home Properties nor New Conifer shall have any obligations to close under this Agreement unless the following requirements have been satisfied: (a) Approvals. All approvals required from lenders, governmental agencies, partners and other entities or individuals (the "Third Parties") as may be required in order to effect the transactions contemplated herein shall have been obtained or otherwise dealt with as described in this Section 8.3(a). To the extent that all such consents and approvals are not obtained, only those Assets for which consents and approvals have been obtained shall transfer as of the Closing Date. The portion of the consideration allocated to those Assets not transferred ("Non Transferred Assets") as set forth on Schedule 3, shall be placed in escrow with Underberg and Kessler, and released from time to time upon receipt of such consents and approvals and transfer of the Non Transferred Assets by Home Properties to New Conifer pursuant to this Agreement. The funds held in escrow by the escrow agent shall be placed in an interest bearing account. Any interest earned shall, along with the consideration deposited in escrow, constitute the Escrow Fund. A portion of the Escrow Fund (including interest thereon) will be released to Home Properties from time to time upon receipt by the escrow agent of written notice from New Conifer that the Non-Transferred Assets have been transferred. The escrow agent shall have no obligation to inquire beyond such notice and shall not be liable to the parties hereto for release of the funds pursuant to such notice. The parties shall enter into an escrow agreement in form and substance reasonably acceptable to them. Home Properties will continue to conduct its business pursuant to Section 7.6 above pending transfer of the Non-Transferred Assets provided that Home Properties shall not be required to make any additional advances. With respect to the Non-Transferred Assets, New Conifer shall cause its Employees to provide Home Properties with any and all appropriate and necessary assistance to continue the development and operation of such Non-Transferred Assets in a commercially reasonable manner consistent with past practices and at no cost to Home Properties. In the event that any necessary consent or approval is not obtained on or prior to June 30, 2001 or either party is notified prior to that date that the consent or approval will be denied, either party may terminate this Agreement as it relates only to those Assets for which consents and approvals are not obtained. In the event that this Agreement is so terminated, Home Properties will reimburse New Conifer for its third party expenses reasonably incurred in connection with the Non-Transferred Assets and the parties agree to work together to structure an arrangement or arrangements with respect to the Non-Transferred Assets that will not require the consent that was not forthcoming and that will result in the economic benefits and the business risks to Home Properties and Conifer being substantially the same as they would have been if the consent or approval had been given. (b) Purchase Agreement. Home Properties and New Conifer shall enter into an agreement whereby Home Properties will sell and New Conifer will purchase all of Home Properties' right, title and interest in the three parcels of land described in Schedule 8.3 (the "Additional Land"), pursuant to Exhibit L. New Conifer may purchase individual or multiple parcels of the Additional Land at various times at New Conifer's discretion. New Conifer shall be obligated to purchase each remaining parcel of the Additional Land subject to the purchase agreement at December 31, 2002. The purchase price for each parcel of the Additional Land shall be paid in cash. (c) Development Rights. Home Properties and New Conifer shall have entered into the Memoranda of Understanding in substantially the forms attached hereto as Exhibit E and Exhibit F relating to the development by New Conifer of the Marwood single family property for a fee of $3,195,000 (subject to adjustments) and the Morningside Senior Housing Community for a fee of $300,000 (subject to adjustment). (d) ProceedingS. No actions or proceeding shall have been instituted or threatened before any court or governmental body to restrain or prohibit, or to obtain substantial damages as a result of, the consummation of the transactions contemplated by this Agreement. ARTICLE IX MISCELLANEOUS 9.1 Costs. New Conifer shall pay all recording fees, including but not limited to mortgage recording fees, New Conifer's attorneys' fees, the costs of obtaining any desired binder or commitment from a title insurance company, the premium, if any, for a title insurance policy, sales or use taxes and all other costs and expenses incidental to or in connection with closing this transaction customarily paid for by the purchaser of similar property. Home Properties shall pay any third party costs associated with obtaining the Third Party consents and approvals, the attorneys' fees, if any, incurred by it in connection with this transaction, transfer taxes, and all other costs and expenses incidental to or in connection with closing this transaction customarily paid for by the seller of similar property. 9.2 Closing Date. The closing shall occur on or prior to December 31, 2000, time being of the essence, on such date and at such time as shall be mutually agreed upon (the "Closing" or "Closing Date") with the closing to be effective as of the close of business on December 31, 2000. 9.3 Failure to Close. By executing this Agreement, Richard J. Crossed agrees that if the transaction described in this Agreement fails to close on or before December 31, 2000 for any reason not the fault of Home Properties then he shall resign effective December 31, 2000 as an officer and employee of Home Properties and shall waive any and all rights under the Employment Agreement, dated January 1, 1996 between Home Properties and himself as subsequently amended, to severance and termination payments from Home Properties. 9.4 Risk of Loss. The risk of loss or damage to all or part of Home Properties' interest in the Assets by fire or other casualty or by taking by eminent domain, until the Closing Date, shall be assumed by Home Properties and upon the happening of such event, New Conifer shall be entitled to Home Properties' share of insurance monies, collectible for such loss or damage, or the award for such taking by eminent domain. 9.5 Brokerage Commissions. Home Properties and New Conifer represent and warrant, each to the other, that except as hereinafter set forth this Agreement and the transactions contemplated hereunder were brought about without the assistance of any broker, person or firm, and that no one is entitled to a commission, fee or payment of any kind relative to this Agreement or the transactions contemplated hereby. Mercury Partners acted as Home Properties' broker in connection with the transactions contemplated by this Agreement, and Home Properties agrees to pay all fees and expenses arising from said brokerage services in connection herewith. Buttrill & Associates acted as New Conifer's broker in connection with the transactions contemplated by this Agreement and New Conifer agrees to pay all fees and expenses arising from said brokerage services in connection herewith. 9.6 Survival of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement and the transfer of the Assets. 9.7 Publicity and Confidentiality. No publicity shall be released by any Party hereto prior to the Closing Date concerning the execution of this Agreement and the transactions contemplated hereunder except as required by applicable law or with the consent of the other Party hereto, which shall not be unreasonably withheld or delayed. If for any reason the transactions provided for hereunder shall not be consummated, each Party hereto (a) shall return all confidential information which it received from any other Party hereto in the course of investigating and negotiating the transactions provided for hereunder and (b) shall not disclose to any third party any such confidential information; PROVIDED, however, that this provision shall be applicable only with respect to information which (a) was clearly identified as confidential by the furnishing Party when originally submitted and (b) was not then known or subsequently independently developed by the receiving party, nor subsequently rightfully obtained from a third party, nor then or subsequently publicly known or available. 9.8 Assignment; Benefit. This Agreement and the rights of Home Properties and New Conifer hereunder may not be assigned by any party without the written consent of the other parties. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any person or entity which is not a party hereto. 9.9 Notices. All notices given pursuant to any provision of this Agreement shall be in writing and shall be effective only if delivered personally, or sent by registered or certified mail, postage prepaid or sent by national overnight carrier, or sent by telecopier with confirmation of receipt to the addresses set forth below. To Home Properties: Home Properties of New York, L.P. 850 Clinton Square Rochester, New York 14604 Attention: Norman Leenhouts Telecopier No.: (716) 232-3147 with a copy to Ann M. McCormick at the same address To New Conifer: 850 Clinton Square Rochester, New York 14604 Attention: Richard J. Crossed Telecopier No.: (716) 546-6192 with a copy to: John Crowe, Esq. Underberg & Kessler LLP 1800 Chase Square Rochester, New York 14604 Telecopier No.: (716) 258-3203 9.10 Applicable Law. This Agreement shall be construed and governed in accordance with the laws of the State of New York. 9.11 Entire Agreement. This Agreement shall constitute the entire agreement between the parties, and any all prior understandings or agreements, whether written or oral, are hereby merged into this Agreement. This Agreement can not be modified except by a written instrument signed by the parties hereto. 9.12 Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. No course of dealing between or among any of the parties hereto will be deemed effective to modify, amend or discharge any part of this Agreement or the rights or obligations of any party hereunder. 9.13 Partial Invalidity. If any provision of this Agreement shall be held by competent authority to be invalid or unenforceable, such provision shall be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. 9.14 Fair Meaning. This Agreement shall be construed according to its fair meaning, the language used shall be deemed the language chosen by the parties hereto to express their mutual intent, and no presumption or rule of strict construction will be applied against any party hereto. 9.15. Binding Agreement. This Agreement shall not be binding or effective until properly executed by Home Properties and New Conifer. 9.16 Release of Promissory Note/Line of Credit. If, on or before the Closing Date, New Conifer releases Home Properties from its obligations under this contract to provide the Promissory Note and Line of Credit, Home Properties will reduce the Consideration by $300,000, to be reflected as a reduction in Intangible Assets. If , on or before the Closing Date, Home Properties' obligations under the Promissory Note and/or the Line of Credit are reduced, the credit will be reduced proportionately (i.e. if the Promissory Note and Line of Credit are each reduced to $2,000,000, the Consideration (to be reflected as reduction in Intangible Assets) will be reduced by $150,000). Notwithstanding the foregoing, there shall be no reduction in the Consideration in the event that New Conifer releases Home Properties from its obligations, in whole or in part, under the Promissory Note and/or Line of Credit at any time after the Closing Date. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year fist written above. HOME PROPERTIES OF NEW YORK, L.P. By: Home Properties of New York, Inc. By: /s/ Nelson B. Leenhouts -------------------------- Nelson B. Leenhouts, President CONIFER REALTY CORPORATION BY: /s/ Richard J. Crossed /s/ Nelson B. Leenhouts HOME PROPERTIES MANAGEMENT, INC. d/b/a Conifer Construction BY: /s/ Nelson B. Leenhouts ----------------------------- CONIFER REALTY, LLC BY: /s/ Richard J. Crossed ----------------------------- Richard J. Crossed, President For purposes of agreeing to Sections 8.2(e), (g), (h), (i) and (k)and 9.3 of the attached Purchase and Sale Agreement. Date: December 1, 2000 /s/ Richard J. Crossed ------------------------------- Richard J. Crossed The undersigned hereby agree to comply with the provisions of Sections 8.2 (i) and (k) of the attached Purchase and Sale Agreement as they pertain to the undersigned and further acknowledges and agrees to the other provision of the Agreement without in any way assuming any personal liability for the obligations of any party thereto. December 1, 2000 /s/ C. Terence Butwid -------------------------- C. Terence Butwid December 1, 2000 /s/ Christiana Foglio -------------------------- Christiana Foglio* December 1, 2000 /s/ Timothy D. Fournier -------------------------- Timothy D. Fournier *also agrees to provide the release as described in Sections 8.2(e) and 8.2(f). SCHEDULES 1.1A Pipeline Projects 1.1B Pipeline Fees, Investments and Deposits 1.2. Personal Property 2.0 Executive Employees 3.0 Allocation of Purchase Price 3.1 Deferred Development in Progress Amounts 3.4 Anticipated Advances Prior to Closing 5.4 Title Imperfections 6.1 Development Projects to be Completed 6.2 New Conifer Employees 6.2A Employee Bonus Amounts 7.2 Multifamily Apartment Communities that Home Properties will Continue to Manage Until 12/31/01 7.12A Entity Options 7.12B Other Options 8.3 Additional Land EXHIBITS A Guaranty of New Conifer relating to Payment of Deferred Development in Progress Amount B $4.0 Million Promissory Note C Pledge Security Agreement to Secure $4.0 Million Note D Guaranty by New Conifer of Construction Advances E Memorandum of Understanding Relating to Marwood Single Family F Memorandum of Understanding Relating to Morningside Senior Housing G Credit Agreement H Pledge Security Agreement to Secure Line of Credit I Option Agreement relating to Entity Interests J Option Agreement relating to Marwood Multifamily K Option Agreement relating to Ellis Hollow L Purchase Agreement for the Purchase and Sale of Real Estate relating to Ithaca, Navesink and Patchogue AMENDMENT NUMBER ONE TO PURCHASE AND SALE AGREEMENT This Amendment Number One to the Purchase and Sale Agreement is dated as of the ___ day of December, 2000 by and among Home Properties of New York, L.P., a New York limited partnership, Conifer Realty Corporation, a Maryland corporation and Home Properties Management, Inc., d/b/a Conifer Construction, a Maryland corporation (collectively and jointly and severally, as their interests may appear, "Home Properties") and Conifer Realty, LLC, a newly formed New York limited liability company ("New Conifer"). WHEREAS, Home Properties and Conifer entered into a Purchase and Sale Agreement, dated December 1, 2000 (the "Agreement") relating to the sale by Home Properties to Conifer of certain tangible and intangible property used in connection with Home Properties' single family and multifamily affordable housing development business; and WHEREAS, the parties wish to amend certain of the provisions of the Agreement; NOW THEREFORE, the parties hereto agree as follows: 1. Definitions. All capitalized terms used herein and not defined shall have the meaning give them in the Agreement and the exhibits and schedules thereto. 2. Consideration. In consideration for the payment by New Conifer of cash in lieu of the $4.0 Million Note and the change in the terms of the Line of Credit as described below, the Consideration is hereby adjusted to $6,655,000. Schedule 3.0 of the Agreement is hereby amended to reflect the value of the Intangible Property as being $236 (in thousands) and to change the total value to $6,655 (in thousands). 3. Promissory Note. Section 3.2 of the Agreement is hereby eliminated in its entirety, including the elimination of Exhibits B and C. 4. Cash. Section 3.3 of the Agreement is hereby revised to increase the amount to be paid by New Conifer by wire transfer at Closing to $5,388,000. 5. Line of Credit. Section 7.5 of the Agreement is hereby amended to reflect that the Line of Credit shall be in the amount of $2.0 million instead of $4.0 million. The Line of Credit Documents shall be similarly amended to reflect the above change as well as an agreed upon change in the interest rate on the Loans from Prime plus 1% to 12.0%. In addition, Exhibit H of the Agreement shall be revised to eliminate the substitution of collateral provisions. 6. Elimination of Section 9.16. Section 9.16 of the Agreement shall be deleted in its entirety and the following shall be substituted in its place: "9.16 Language in Assignments. In the event of any conflict between any of the assignments and related documents executed by the parties in connection with the closing of the transaction described in the Agreement and Article II of the Agreement, Article II shall control." 7. Miscellaneous. As amended hereby, the Agreement shall remain in full force and effect. HOME PROPERTIES OF NEW YORK, L.P. By: Home Properties of New York, Inc. By: _______________________________ Title: _______________________________ CONIFER REALTY CORPORATION By: _______________________________ Title: _______________________________ HOME PROPERTIES MANAGEMENT, INC. d/b/a Conifer Construction By: _______________________________ Title: _______________________________ CONIFER REALTY, LLC By: /s/ Richard J. Crossed ----------------------------- Richard J. Crossed, President AMENDMENT NUMBER TWO TO PURCHASE AND SALE AGREEMENT This Amendment Number Two to the Purchase and Sale Agreement is dated as of the 28th day of December, 2000 by and among Home Properties of New York, L.P., a New York limited partnership, Home Properties Resident Services, Inc. (formerly Conifer Realty Corporation), a Maryland corporation and Home Properties Management, Inc., formerly d/b/a Conifer Construction, a Maryland corporation (collectively and jointly and severally, as their interests may appear, "Home Properties") and Conifer Realty, LLC, a newly formed New York limited liability company ("New Conifer"). WHEREAS, Home Properties and Conifer entered into a Purchase and Sale Agreement, dated as of December 1, 2000, as amended (together, the "Agreement") relating to the sale by Home Properties to Conifer of certain tangible and intangible property used in connection with Home Properties' single family and multifamily affordable housing development business; and WHEREAS, the parties wish to amend certain of the provisions of the Agreement; NOW THEREFORE, the parties hereto agree as follows: 1. Definitions. All capitalized terms used herein and not defined shall have the meaning give them in the Agreement and the exhibits and schedules thereto. 2. Schedules and Exhibits. Schedule 1.1B, Schedule 2.0, Schedule 3, Schedule 3.1, Schedule 6.2 and Schedule 6.2A and Schedule 7.12A attached hereto shall be substituted for the schedules bearing the same designation as attached to the Agreement. In addition, the operative agreements in the form executed today as modified from the exhibits attached to the Agreement as Exhibit A, Exhibit D, Exhibit E, Exhibit F, Exhibit G, Exhibit I, Exhibit J, Exhibit K and Exhibit L shall be deemed to be the exhibits to the Agreement. The Pledge Security Agreement attached to the Agreement as Exhibit H is now Exhibit C to the Credit Agreement. 3. Deferred Development in Progress Payment. The Deferred Development in Progress Amount shall be amended to $1,671,000 from $1,267,000. In addition, in the event that New Conifer exercises its option to purchase Home Properties' interest in Leland Gardens, the Development in Progress Amount will, on the date of the purchase, begin to bear interest at the LIBOR Rate plus 1%. The "LIBOR Rate" means the rate appearing on page 3750 of the Telerate Service (or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such Service or if such page or service cases to display such information from such other service or method as the Seller may select) at approximately 11:00 a.m., London time, two business days prior to the commencement of an Interest Period, as the rate for dollar deposits with a maturity comparable to an Interest Period. Each Interest Period shall be a calendar month. In addition, if an to the extent that any Deferred Development in Progress Amount has not been paid on the date when due, the unpaid amount shall bear interest at a default rate of the LIBOR Rate plus 4%. In the event that the Development in Progress Amount shall bear interest as provided above, the interest at the applicable rate shall be due and payable to Home Properties on the first day of each month. 4. Consideration. The Consideration is hereby amended to $6,821,000 from $6,655,000. 5. Cash. Section 3.3 of the Agreement is hereby revised to decrease the amount to be paid by New Conifer by wire transfer at Closing to $5,150,000. 6. Property Management. Notwithstanding the provisions of Section 7.2 of the Agreement, Home Properties and New Conifer agree that Home Properties' management agreement with respect to the Pinehurst property will terminate on March 31, 2001 at which time New Conifer will begin to manage that property. In addition, New Conifer and Home Properties agree that commencing on January 1, 2001, the fee to be paid to Home Properties with respect to the Riverton vacant land shall increase from 6% to 10% of gross receipts from the sale of lots and the related management agreement shall be amended by the parties thereto to provide for such an increase. 7. Employees. Section 7.10 of the Agreement shall be amended to delete the obligation of Home Properties to pay to each of the Employees the amount of their bonuses deferred under the Home Properties' Incentive Compensation Plan for the years 1998 and 1999. It shall be a condition to Closing that the Executive Employees (except for Vince Cangelosi and Terry Reed) provide a written waiver of the right to receive any such payments. 8. Default on or Amendment of M&T Facilities. The following Section 9.17 shall be added to the Agreement. "9.17 Default on M&T Facility. It shall be a material default on the part on New Conifer under this Agreement as well as the other documents and agreements executed by new Conifer in connection with the transactions described in this Agreement if: (a) an Event of Default as defined in the General Subordination Agreement executed by Home Properties in connection with the Loan Facilities (as defined below) shall occur; or (b) New Conifer and/or any of the Executive Employees shall enter into any material amendment to the documentation executed by New Conifer and/or the Executive Employees relating to loan facilities (the "Loan Facilities") provided to New Conifer by Manufacturers and Traders Trust Company without the prior written approval of Home Properties, which shall not be unreasonably withheld or delayed provided that any such amendment does not negatively impact the likelihood of payment to Home Properties of all amounts owed to it pursuant to this Agreement and the documents and agreements executed in connection with the transaction described in this Agreement. In the event that New Conifer and/or any of the Executive Employees violate the requirement of subparagraph (b) above, all sums owed to Home Properties pursuant to this Agreement and the documents and agreements executed in connection with the transaction described in this Agreement shall become immediately due and payable." 9. Miscellaneous. The covenants and agreements contained in this Agreement shall continue beyond the closing of the transaction described herein. As amended hereby, the Agreement shall remain in full force and effect. HOME PROPERTIES OF NEW YORK, L.P. By: Home Properties of New York, Inc. By: /s/ David P. Gardner ---------------------------------- Title: Senior Vice President HOME PROPERTIES RESIDENT SERVICES, INC. (FORMERLY CONIFER REALTY CORPORATION) By: /s/ David P. Gardner ---------------------------------- Title: Vice President HOME PROPERTIES MANAGEMENT, INC. formerly d/b/a Conifer Construction By: /s/ David P. Gardner ----------------------------------- Title: Vice President CONIFER REALTY, LLC By: /s/ Richard J. Crossed ---------------------------- Richard J. Crossed, President EX-11 11 0011.txt EXHIBIT 11 COMPUTATION OF PER SHARE EARNINGS The Computation of Per Share Earnings is incorporated herein by reference to Note 2 to the Notes to Consolidated Financial Statements for the fiscal year ended December 31, 2000 included with this Annual Report on Form 10-K. EX-21 12 0012.txt EXHIBIT 21 SUBSIDIARIES OF REGISTRANT HOME PROPERTIES OF NEW YORK, INC. OWNS INTEREST IN: STATE OF FORMATION Home Properties of New York, L.P. New York Home Properties Trust Maryland 200 East Avenue Associates, LP New York Black Brook Housing Company, L.P. New York HP Knolls LP New York HP Knolls II, LP New York Lenox Landing LLC New York Oak Square Housing Company, L.P. New York Peppertree Apartment Company New York Riverwood Apartment Company New York Sunset Garden Limited Partnership New York Washington Township Associates, LP New York HME/Fairways at Village Green New York Home Properties/Fairways at Village Green New York Perinton Development Corp. New York HOME PROPERTIES OF NEW YORK, L.P. OWNS INTEREST IN: CORPORATIONS: Home Properties Management, Inc. (Class B. Stock) New York Conifer Realty Corporation (Class B Stock) Maryland Conifer Construction (Home Properties Management, Maryland Inc.) PARTNERSHIP 175 North Clinton Associates, L.P. New York 200 East Avenue Associates, L.P. New York 1400 Associates LP New York Alfred Housing Associates New York Ambassador Associates, L.P. New York Apple Meadow Limited Partnership New York Arcade Manor, A Limited Partnership New York Arlington Manor LP New York Bellwood Gardens, L.P. New York Belmont Village Court, A Limited Partnership New York Black Brook Housing Company New York Blairview Associates New York Bolivar Manor, Limited Partnership New York Bridgeview Apartments, A Limited Partnership New York Brown Square I Associates LP New York Candlelight Lane Associates, L.P. New York Canisteo Manor, L.P. New York Canton Housing Redevelopment Company New York Carrolltown Heights, A Limited Partnership New York Carthage Court Housing Company, L.P. New York Carthage Housing Company, L.P. New York Cattaraugus Manor, L.P. New York Claire Court Associates, L.P. New York College Greene Rental Associates, L.P. New York Concord Associates New York Conifer Baldwinsville Associates New York Conifer Bridgeport Associates New York Conifer Central Square Associates, L.P. New York Conifer Cortland Associates New York Conifer Dexter Associates New York Conifer Dundee Associates LP New York Conifer Elmira Associates New York Conifer Fort Hill Associates, L.P. New York Conifer Gateway Associates New York Conifer Genesee Associates New York Conifer Greenway Associates, L.P. New York Conifer Hasting Associates New York Conifer Irondequoit Associates New York Conifer Keuka Associates New York Conifer Lafargeville Associates New York Conifer Meadowview Associates New York Conifer Mendon Associates New York Conifer Ontario Associates New York Conifer Oswego Associates New York Conifer Palmyra Associates New York Conifer Penn Yan Associates LP New York Conifer Pinehurst Associates New York Conifer Riverton Associates New York Conifer Stratford Associates New York Conifer Syracuse Associates New York Conifer Utica Associates, L.P. New York Conifer Waterville Associates New York Conifer Wayne Associates New York Conifer Wedgewood Associates New York Conneaut, Ltd. New York Connellsville Heritage Apartments, A Limited Pennsylvania Partnership Corinth Housing Redevelopment Co., L.P. New York Creekside Apartments, a limited partnership Pennsylvania East Court V Associates New York Ellis Hollow Associates, L.P. New York Essex Evansdown Associates New York Evergreen Hills Associates, L.P. New York Evergreen Hills II Associates LP New York Evergreen Hills 3 Associates LP New York Family Housing Council LTD New York Freedom Apartments, Limited Partnership New York Geneva Garden Associates, L.P. New York Geneva, Ltd. New York Glen Apartments, A Limited Partnership New York Gouverneur Senior Housing Associates, LP New York Greater Rochester Housing New York Greenwich Housing Redevelopment Co. New York Greenwood Apartments, A Limited Partnership Pennsylvania Groton Housing Redevelopment Co. New York Hancock Housing Redevelopment Co. New York Harrison City Associates, A Limited Partnership Pennsylvania Hillside Terrace Associates, L.P. New York HME/Fairways at Village Green Partnership New York HP-BC Limited Partnership New York HP Hudson Terrace Associates L.P. New York HP Knolls I Associates, L.P. New York HP Knolls II Associates, L.P. New York Home Properties Blackhawk, L.P. New York Home Properties/Fairways at Village Green New York Home Properties Canterbury No. 1 Limited Partnership Maryland Home Properties Canterbury No. 2 Limited Partnership Maryland Home Properties Canterbury No. 3 Limtied Partnership Maryland Home Properties Chestnut Crossing Limited Partnership Maryland Home Properties Village Square Limited Partnership Maryland Home Properties Doub Meadow Limited Partnership Maryland Home Properties Gateway Village Limited Partnership Maryland Home Properties of Newark Limited Partnership Maryland Home Properties Owings Run Limited Partnership Maryland Home Properties Owings Run 2 Limited Partnership Maryland Home Properties Shakespeare Park Limited Partnership Maryland Home Properties/Olde Mill New York H T Development Associates LP New York Huntington Associates LP New York Independence Apartments, A Limited Partnership Pennsylvania Lafarge Housing Associates New York Lake City, Limited Partnership Pennsylvania Lake Street Apartments, L.P. Pennsylvania Lenox Landing Associates, L.P. New York Liberty Apartments, Ltd. Pennsylvania Lima Manor Associates New York Linda Lane Associates New York Linderman Creek Associates LP New York Little Creek Apartments, a limited partnership Pennsylvania Little Valley Estates, L.P. Pennsylvania M.V. Commercial Associates (general partnership) New York Macartovin Associates, a limited partnership New York Malone Housing Redevelopment Co. New York Malvina Street Apartments, a limited partnership Pennsylvania Maple Leaf Apartments, L.P. Pennsylvania Mendon II Associates New York Mercer Manor, A Limited Partnership Pennsylvania Monica Place Associates New York Moses Dewitt Associates LP New York Mt. Vernon Associates LP New York Nichols Housing Associates LP New York Northwood Associates New York Norwich Housing Redevelopment Co. New York Oak Square Housing Company,L.P. New York Old Friends Limited Partnership Maryland Oneonta Housing Co., l.P. New York Ontario II Associates New York Oswayo Apartments, A Limited Partnership New York P-K Partnership Pennsylvania Parkview Apartments, A Limited Partnership Pennsylvania Peppertree Apartments Company, L.P. New York Peppertree Park Company, L.P. New York Plattsburgh Housing Company, L.P. New York Port Byron Housing Redevelopment Company, L.P. New York Portville Manor, A Limited Partnership Pennsylvania Portville Square Apartments, A Limited Partnership Pennsylvania Ravena Housing Co. New York Rivercourt Apartments Pennsylvania Riverwood Apartments Company II, L.P. New York Riverwood Apartments Company, L.P. New York R J P Associates, L.P. New York Rose Square Apartments, L.P. Pennsylvania Salina Square Assoicates, L.P. New York Sandy Creek Associates New York Schroon Lake Housing Redevelopment Co. New York Scottdale Plaza Apartments, A Limited Partnership Pennsylvania Seneca Woods Apartments, A Limited Partnership New York Sheffield Country Manor, A Limited Partnership Pennsylvania Sherburne Housing Redevelopment Company, L.P. New York Sidney Housing Company, LP New York Sidney Park Housing Company, LP New York Silver Maples Associates Pennsylvania South 15th Apartments, L.P. New York St. Bernard's Associates, L.P. New York St. Bernards II Associates LP New York St Joes Heritage Associates LP New York St. Michael's Associates, L.P. New York St. Paul Genesee Associates New York Summit Manor, A Limited Partnership Pennsylvania Taylor Terrace Apartments, A Limited Partnership Pennsylvania Tionesta Manor, A Limited Partnership New York Tower View, Limited Partnership Pennsylvania Townview Apartments, A Limited Partnership Pennsylvania Towpath II Associates LP New York Tremont Station, Limited Partnership Pennsylvania Trinity Hudson Associates, L.P. New York Valley Park South Partnership New York Village Square Associates New York Washington Park Associates New York Washington Township Associates, L.P. New York Webster Manor Associates New York Wilmington Housing Redevelopment Co. New York Windsor Place Associates, L.P. New York Woodside Apartments, A Limited Partnership Pennsylvania Yorkshire Corners, A Limited Partnership Pennsylvania LIMITED LIABILITY COMPANIES: Carriage Hill Venture, LLC Michigan Carriage Park Associates, LLC Michigan Century Investors, LLC New York Cherry Hill Village Venture, LLC Michigan The Colony of Home Properties, LLC New York Conifer Marwood Development LLC Maryland Curren Terrace,LLC New York Deerfiel Woods Home Properties LLC Michigan Dunedin I, LLC New York Dunedin II, LLC New York Home Properties Bayberry Place, LLC New York Home Properties Bonnie Ridge LLC Maryland Home Properties Broadlawn, LLC New York Home Properties Canterbury No. 4, LLC Maryland Home Properties Carriage Hill, LLC Virginia Home Properties Carriage House LLC Maryland Home Properties Castle Club, LLC New York Home Properties Colonies, LLC New York Home Properties Country Club Estates, LLC Maryland Home Properties Country Village LLC Maryland Home Properties Cypress Place LLC New York Home Properties of Devon, LLC New York Home Properties Elmwood Terrace, LLC Maryland Home Properties Falcon Crest Townhouses, LLC Maryland Home Properties Golf Club, LLC New York Home Properties Hampton Court, LLC New York Home Properties Laurel Pines LLC Maryland Home Properties Mansion House, LLC New York Home Properties Maple Lane I, LLC New York Home Properties Maple Lane II, LLC New York Home Properties Maryland, LLC Maryland Home Properties Michigan Management, LLC Michigan Home Properties Morningside Heights LLC Maryland Home Properties Morningside North, LLC Maryland Home Properties Morningside Six, LLC Maryland Home Properties Parkview Gardens, LLC New York Home Properties Pavilion, LLC Maryland Home Properties Pines of Perinton, LLC New York Home Properties Racquet Club East, LLC New York Home Properties Riverdale Apartments, LLC Virginia Home Properties Rolling Park, LLC Maryland Home Properties Seminary Hills, LLC Virginia Home Properties Seminary Towers, LLC Virginia Home Properties Selford Townhouses, LLC Maryland Home Properties Sherwood Gardens, LLC New York Home Properties South Bay LLC New York Home Properties Springwells, LLC Michigan Home Properties Strawberry Hill LLC Maryland Home Properties Sugartown Mews, LLC New York Home Properties Tamarron, LLC Maryland Home Properties Timbercroft I, LLC Maryland Home Properties Timbercroft III, LLC Maryland Home Properties Trexler Park, LLC New York Home Properties William Henry, LLC New York Home Properties William Henry II, LLC New York Home Properties William Henry III, LLC New York Home Properties WMF I, LLC New York Leland Gardens LLC New York Macomb Apartments Home Properties LLC Michigan Patchogue Senior Apartments, LLC New York Royal Gardens Associates LLC New York Woodgate Place Associates LLC New York EX-23 13 0013.txt EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 (Nos. 33-96004, 333-58799, 333-02672, 333-37229, 333-46243, 333-64069, 333-75253, 333-92023, 333-93761, 333-52601, 333-94815, 333-44928, 333-46738, 333-54160) and Forms S-8 (Nos. 333-05705, 333-12551, 333-58801, 333-60731, 333-89631, 333-91985, 333-37624, 333-37626) of Home Properties of New York, Inc. of our report dated January 29, 2001 relating to the financial statements and financial statement schedule, which appears in this Form 10-K. /S/ PRICEWATERHOUSECOOPERS LLP PRICEWATERHOUSECOOPERS LLP Rochester, New York March 28, 2001 EX-99 14 0014.txt HOME PROPERTIES OF NEW EXHIBIT 99 YORK, INC. DECEMBER 31, 2000 SUPPLEMENTAL SCHEDULE DEBT SUMMARY SCHEDULE AS OF: 12/31/00
MATURITY YEARS TO FIXED LENDER RATE BALANCE DATE MATURITY - ----------------------- --------- ------- --------- -------- -------- SPRINGWOOD AMEX/IDS 8.5000 1,404,305 11/01/01 0.84 VALLEY VIEW AMEX/IDS 8.5000 3,183,672 11/01/01 0.84 ROYAL GARDENS First Union Nat'l Bank 7.6600 11,085,842 08/01/02 1.58 Bank THE COLONY John Hancock 7.6000 15,865,587 08/01/02 1.58 BAYBERRY AMEX/IDS 9.7500 2,516,214 10/01/02 1.75 VILLAGE GREEN John Hancock 7.7500 4,592,286 11/01/02 1.84 GARDEN VILLAGE John Hancock 7.7500 4,408,594 11/01/02 1.84 BROOK HILL John Hancock 7.7500 4,684,131 11/01/02 1.84 1600 ELMWOOD John Hancock 7.7500 5,143,360 11/01/02 1.84 TERRY North Fork Bank 7.7500 1,926,114 05/01/03 2.33 BROADLAWN Capri Capital 8.1700 11,799,141 08/01/03 2.58 ELMWOOD TERRACE John Hancock 8.2500 4,631,200 11/01/03 2.84 RACQUET CLUB Green Park Fin (Fannie) 7.6250 11,783,054 11/01/03 2.84 CURREN TERRACE GMAC 8.3550 9,291,357 11/01/03 2.84 ROLLING PARK Allfirst Mtg 7.8750 2,737,103 11/01/03 2.84 SHERRY LAKE GMAC 7.8750 6,264,308 01/01/04 3.00 GLEN MANOR AMEX/IDS 8.1250 3,586,087 05/01/04 3.33 COLONIES Capri Capital 8.8750 12,057,936 05/01/04 3.33 CASTLE CLUB Legg Mason RE 9.5500 3,702,375 03/01/05 4.17 WILLIAM HENRY Legg Mason RE 7.6400 14,180,332 10/01/05 4.75 IDLYWOOD Morgan Guaranty 8.6250 9,120,841 11/01/05 4.84 BAYVIEW/COLONIAL Midland Loan 8.3500 6,131,493 11/01/05 4.84 CARRIAGE HILL - MI Prudential-Fannie Mae 7.3600 3,761,464 01/01/06 5.01 CARRIAGE PARK Prudential-Fannie Mae 7.4800 5,420,643 01/01/06 5.01 CHERRY HILL Prudential-Fannie Mae 7.9900 4,424,968 01/01/06 5.01 MID-ISLAND North Fork Bank 7.5000 6,675,000 05/01/06 5.33 NEWCASTLE Presidential Funding 7.9000 6,000,000 07/31/06 5.58 COUNTRY VILLAGE PW Funding 8.3850 6,536,619 08/01/06 5.59 HAMPTON COURT ORIX RE Capital 8.8750 3,586,556 09/01/06 5.67 RAINTREE Capitalized Lease 8.5000 6,182,678 11/01/06 5.84 WOODGATE PLACE ARCS Mortgage 7.8650 3,367,653 01/01/07 6.01 STRAWBERRY HILL PW Funding 8.2550 2,033,330 05/01/07 6.33 SEMINARY TOWERS - 1st First Union Nat'l Bank 8.2200 2,603,261 07/01/07 6.50 SEMINARY TOWERS - 2nd First Union Nat'l Bank 8.4000 2,268,339 07/01/07 6.50 PAVILION - 2nd Capri Capital 7.4500 3,883,184 01/01/08 7.01 MAPLE LANE APTS - II AMI Capital 7.2050 5,894,223 01/01/08 7.01 VALLEY PARK S Capri Capital 6.9300 9,848,041 01/01/08 7.01 CYPRESS PLACE Reilly Mortgage 7.1300 6,589,341 01/01/08 7.01 HAMLET COURT HSBC Bank 7.1100 1,736,454 02/01/08 7.09 CANDLEWOOD, IND Morgan Guaranty 7.0200 7,642,804 02/01/08 7.09 DETROIT PORTFOLIO Morgan Guaranty 7.5100 47,710,320 06/01/08 7.42 CANTERBURY - 4 Allfirst Mtg 7.6700 2,154,110 06/01/08 7.42 SHERWOOD GARDENS Legg Mason RE 6.9800 3,028,721 07/01/08 7.50 GOLF CLUB ARCS Mortgage 6.5850 16,906,548 12/01/08 7.92 MANSION HOUSE 1st Niagara Bank 7.5000 680,338 01/01/09 8.01 RIDLEY PORTFOLIO Klorfine et. al. 8.0000 15,750,000 07/28/09 8.58 OLD FRIENDS M and T Bank 6.7300 2,377,754 08/01/09 8.59 MULTI-PROPERTY M & T Bank - Freddie 7.5750 45,400,000 05/01/10 9.34 CONIFER VILLAGE Baldwin Devl'p Corp. 7.2000 2,445,000 06/01/10 9.42 SUGARTOWN MEWS Prudential-Fannie Mae 7.5000 28,892,000 10/01/10 9.76 TREXLER PARK Prudential-Fannie Mae 7.5000 10,140,000 10/01/10 9.76 RIDGEWAY GMAC 8.3750 1,103,705 11/01/10 9.84 MULTI-PROPERTY Prudential-Fannie Mae 7.2500 32,978,000 01/01/11 10.01 MULTI-PROPERTY Prudential-Fannie Mae 6.1600 58,881,000 01/01/11 10.01 ORLEANS VILLAGE Prudential-Fannie Mae 6.8150 43,745,000 01/01/11 10.01 TIMBERCROFT TH's 1-1st GMAC 8.5000 898,552 05/01/11 10.34 TIMBERCROFT TH's 3-1st GMAC 8.0000 1,209,046 02/01/12 11.09 VILLAGE SQUARE 3 DP Service 7.0000 999,951 11/01/12 11.84 MORNINGSIDE/CARRIAGE HL Morgan Guaranty 6.9900 19,737,389 05/01/13 12.34 MULTI-PROPERTY Prudential-Fannie Mae 6.4750 100,000,000 08/31/13 12.67 DEERFIELD WOODS GE Financial 7.0000 3,412,548 01/01/14 13.01 SPRINGWELLS AMEX/IDS 8.0000 11,344,915 07/01/15 14.51 PINES OF PERINTON NYS Urban Development 8.5000 8,462,663 05/01/18 17.34 CANTERBURY I - 2nd Allfirst Mtg 8.5000 1,299,519 06/01/18 17.43 CANTERBURY I I- 2nd Allfirst Mtg 8.5000 1,076,015 06/01/18 17.43 CANTERBURY I I I- 2nd Allfirst Mtg 8.5000 613,987 06/01/18 17.43 CANTERBURY I - 1st GMAC 7.5000 3,658,956 06/01/18 17.43 PAVILION - 1st Capri Capital 8.0000 8,714,731 11/01/18 17.85 BONNIE RIDGE Prudential 6.6000 18,969,227 12/15/18 17.97 TIMBERCROFT TH's 3-2nd Allfirst Mtg 8.3750 3,402,089 06/01/19 18.43 TIMBERCROFT TH's 1-2nd Allfirst Mtg 8.3750 2,309,787 06/01/19 18.43 CANTERBURY I I-1st HUD 7.5000 3,638,010 09/01/19 18.68 VILLAGE GREEN, FW ARCS Mortgage 8.2300 4,261,039 10/01/19 18.76 RAINTREE Leasehold Mortgage 8.5000 1,139,166 04/30/20 19.34 CHESTNUT CROSSING Reilly Mortgage 9.3400 9,808,778 07/01/20 19.51 MACOMB MANOR EF&A Funding 8.6300 4,022,688 06/01/21 20.43 VILLAGE SQUARE 1&2 Continental Wingate 8.1250 6,488,420 08/01/21 20.60 DOUB MEADOW Dovenmuehle Mortgage 7.5000 2,862,678 10/01/21 20.76 CANTERBURY I I I - 1st Dovenmuehle Mortgage 7.5000 2,539,079 11/01/21 20.85 SHAKESPEARE PARK Reilly Mortgage 7.5000 2,592,960 01/01/24 23.02 GATEWAY VILLAGE Capri Capital 8.0000 6,356,512 05/01/30 29.35 BLACKHAWK Capstone Realty 7.6500 10,693,556 10/01/31 30.77 OWINGS RUN 1 Reilly Mortgage 8.0000 17,579,811 10/01/35 34.77 OWINGS RUN 2 Prudential Huntoon 8.0000 14,653,115 06/01/36 35.44 ----------- ----- WTD AVG - FIXED SECURED 7.41 823,487,571 10.77 ----------- % OF PORTFOLIO - FIXED 98.9% VARIABLE SECURED - --------------------------- MAPLE LANE-I-EQV.BOND YIELD Civitas BAnk 5.100 6,245,000 07/27/07 6.57 ADJUSTS WEEKLY SPRINGCREEK Silver 9.5000 3,050,129 08/01/04 3.59 Adjust Monthly @ P + 1/2 ------------ WTD AVG-VARIABLE SECURED 6.54 9,295,129 5.59 ----------- WTD AVG-TOTAL SECURED DEBT 7.40 832,782,700 10.72 VARIABLE UNSECURED-LINE OF CREDIT LINE OF CREDIT-LIBOR + 125 M and T Bank et. al. 7.8100 0 09/01/02 1.67 ----------- ----- Adjusts Daily WTD AVG-COMBINED DEBT 7.40 832,782,700 10.72 =========== WTG AVG-TOTAL SECURED DEBT 7.40 10.72 WTD AVG - TOTAL PORTFOLIO 7.40 10.72
FREE & CLEAR PROPERTIES 1600 East Avenue 164 IvyRidge 135 Beechwood Gardens 160 Lake Grove Apartments 368 Candlewood Gardens 126 Lakeshore Villas 152 Carriage Hill - NY 140 Manor Apartments 198 Cedar Glen 110 Maple Tree 84 Cloverleaf Village 148 Paradise Lane 324 Cornwall Park 75 Patricia Apts-NY 100 Coventry Village Apartments 94 Pearl Street 60 East Hill Gardens 33 Ryder Terrace 24 East Meadow 150 Selford Townhomes 102 East Winds 96 Seminary Hill 296 Emerson Square 96 South Bay Manor 61 Fairway Apartments 32 Sunset Gardens 217 Falcon Crest Townhouses 396 The Lakes 434 Hillcourt South 95 TOTAL FREE AND CLEAR 29 UNITS: 4,470 PROPERTIES:
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