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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1997 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-11718 MANUFACTURED HOME COMMUNITIES, INC. (Exact name of registrant as specified in its charter) MARYLAND 36-3857664 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) TWO NORTH RIVERSIDE PLAZA, SUITE 800, CHICAGO, ILLINOIS 60606 (Address of principal executive offices) (Zip Code) (312) 474-1122 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, $.01 Par Value The New York Stock Exchange (Title of Class) (Name of exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the 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 the 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. [ ] The aggregate market value of voting stock held by nonaffiliates was approximately $619 million as of March 10, 1998 based upon the closing price of $25.875 on such date using beneficial ownership of stock rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude voting stock owned by Directors and Officers, some of whom may not be held to be affiliates upon judicial determination. At March 10, 1998 24,915,399 shares of the Registrant's Common Stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE: Part III incorporates by reference the Registrant's Proxy Statement relating to the Annual Meeting of Stockholders to be held May 12, 1998. 2 MANUFACTURED HOME COMMUNITIES, INC. On May 14, 1998, Manufactured Home Communities, Inc. (the "Company") hereby amends its Annual Report on Form 10-K for the year ended December 31, 1997, to include Restated Financial Data Schedules for the following periods as a result of the Company's adoption of Statement of Financial Accounting Standards No. 128, "Earnings Per Share": PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
- Nine Months Ended September 30, 1997 - Six Months Ended June 30, 1997 - Three Months Ended March 31, 1997 - Year Ended December 31, 1996 - Nine Months Ended September 30, 1996 - Six Months Ended June 30, 1996 - Three Months Ended March 31, 1996 2
(a) 3. Exhibits: 2(a) Admission Agreement between Equity Financial and Management Co., Manufactured Home Communities, Inc. and MHC Operating Partnership 3.1(a) Articles of Incorporation of Manufactured Home Communities, Inc. 3.2(a) Articles of Amendment and Restatement of Manufactured Home Communities, Inc. 3.3(a) Bylaws of Manufactured Home Communities, Inc. 4 Not applicable 9 Not applicable 10.1(a) Amended and Restated Agreement of Limited Partnership of MHC Operating Limited Partnership 10.2(a) Agreement of Limited Partnership of MHC Financing Limited Partnership 10.3(a) Agreement of Limited Partnership of MHC Management Limited Partnership 10.4(a) Property Management and Leasing Agreement between MHC Financing Limited Partnership and MHC Management Limited Partnership 10.5(a) Property Management and Leasing Agreement between MHC Operating Limited Partnership and MHC Management Limited Partnership 10.6(a) Services Agreement between Realty Systems, Inc. and MHC Management Limited Partnership 10.7(a) Rate Protection Agreement 10.8(a) Revolving Credit Note made by Realty Systems, Inc. to Equity Financial and Management Co. 10.9(a) Assignment to MHC Operating Limited Partnership of Revolving Credit Note made by Realty Systems, Inc. to Equity Financial and Management Co. 10.10(a) Stock Option Plan 10.11A(a) Indenture of Mortgage, Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Rents 10.11B(a) Promissory Note 10.11C(a) Assignment of Loan Documents 10.11D(a) Assignment of Leases, Rents and Security Deposits 10.11E(a) Swap Agreement Pledge and Security Agreement 10.11F(a) Cash Collateral Account Security, Pledge and Assignment Agreement 10.11G(a) Assignment of Property Management and Leasing Agreement 10.11H(a) Trust Agreement 10.12(a) Form of Noncompetition Agreement 10.13(a) Form of Noncompetition Agreement 10.13A(a) Form of Noncompetition Agreement 10.14(a) General Electric Credit Corporation Commitment Letter 10.15(a) Administrative Services Agreement between Realty Systems, Inc. and Equity Group Investments, Inc. 10.16(a) Registration Rights and Lock-Up Agreement with the Company (the Original Owners, EF&M, Directors, Officers and Employees) 10.17(a) Administrative Services Agreement between Manufactured Home Communities, Inc. and Equity Group Investments, Inc. 10.18(a) Form of Subscription Agreement between the Company and certain officers and other individuals dated March 3, 1993 10.19(a) Form of Secured Promissory Note payable to the Company by certain officers dated March 3, 1993 3 ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K (CONTINUED) ___________________ (a) Included as an exhibit to the Company's Form S-11 Registration Statement, File No. 33-55994, and incorporated herein by reference. (b) Included as an exhibit to the Company's Report on Form 10-K dated December 31, 1993, and incorporated herein by reference. (c) Included as an exhibit to the Company's Report on Form 10-K dated December 31, 1994, and incorporated herein by reference. 3
(a) 3. Exhibits (continued): 10.20(a) Form of Pledge Agreement between the Company and certain officers dated March 3, 1993 10.21(a) Loan and Security Agreement between Realty Systems, Inc. and MHC Operating Limited Partnership 10.22(a) Equity and Registration Rights Agreement with the Company (the GM Trusts) 10.23(b) Agreement of Limited Partnership of MHC Lending Limited Partnership 10.23(c) Agreement of Limited Partnership of MHC-Bay Indies Financing Limited Partnership 10.24(c) Agreement of Limited Partnership of MHC-De Anza Financing Limited Partnership 10.25(c) Agreement of Limited Partnership of MHC-DAG Management Limited Partnership 10.26(d) Amendment No. 2 to MHC Operating Limited Partnership Amended and Restated Partnership Agreement dated February 15, 1996 10.27(d) Form of Subscription Agreement between the Company and certain members of management of the Company dated January 2, 1996 10.28(d) Form of Secured Promissory Note payable to the Company by certain members of management of the Company dated January 2, 1996 10.29(d) Form of Pledge Agreement between the Company and certain members of management of the Company dated January 2, 1996 10.30(e) Second Amended and Restated MHC Operating Limited Partnership Agreement of Limited Partnership, dated as of March 15, 1996 10.31(f) Agreement of Limited Partnership of MHC Financing Limited Partnership Two 11 Not applicable 12(f) Computation of Ratio of Earnings to Fixed Charges 13 Not applicable 16 Not applicable 18 Not applicable 21(f) Subsidiaries of the registrant 22 Not applicable 23(f) Consent of Independent Auditors 23.1(f) Consent of Independent Auditors 24.1(f) Power of Attorney for John F. Podjasek, Jr. dated March 11, 1998 24.2(f) Power of Attorney for Michael A. Torres dated March 11, 1998 24.3(f) Power of Attorney for Thomas E. Dobrowski dated March 6, 1998 24.4(f) Power of Attorney for Gary Waterman dated March 10, 1998 24.5(f) Power of Attorney for Donald S. Chisholm dated March 5, 1998 24.6(f) Power of Attorney for Louis H. Masotti dated March 11, 1998 27(f) Financial Data Schedule for the year ended December 31, 1997 27.1(g) Restated Financial Data Schedule for the nine months ended September 30, 1997 27.2(g) Restated Financial Data Schedule for the six months ended June 30, 1997 27.3(g) Restated Financial Data Schedule for the three months ended March 31, 1997 27.4(g) Restated Financial Data Schedule for the year ended December 31, 1996 27.5(g) Restated Financial Data Schedule for the nine months ended September 30, 1996 27.6(g) Restated Financial Data Schedule for the six months ended June 30, 1996 27.7(g) Restated Financial Data Schedule for the three months ended March 31, 1996 28 Not applicable 4 ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K (CONTINUED) (a) 3. Exhibits (continued): (d) Included as an exhibit to the Company's Report on Form 10-Q for the quarter ended March 31, 1996, and incorporated herein by reference. (e) Included as an exhibit to the Company's Report on Form 10-Q for the quarter ended June 30, 1996, and incorporated herein by reference. (f) Previously filed as part of the Company's initial Annual Report on Form 10-K filed with the Commission on March 19, 1998. (g) Filed herewith. 4 5 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MANUFACTURED HOME COMMUNITIES, INC., a Maryland corporation Date: May 14, 1998 By: /s/ Howard Walker ------------ ---------------------------------- Howard Walker President and Chief Executive Officer Date: May 14, 1998 By: /s/ Thomas P. Heneghan ------------ ---------------------------------- Thomas P. Heneghan Executive Vice President, Treasurer and Chief Financial Officer Date: May 14, 1998 By: /s/Judy A. Pultorak ------------ ---------------------------------- Judy A. Pultorak Principal Accounting Officer 5 6 MANUFACTURED HOME COMMUNITIES, INC. - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in capacities and on the dates indicated. Name Title Date ---- ----- ---- /s/ Howard Walker Chief Executive Officer and President - ------------------------- *Attorney-in-Fact May 14, 1998 Howard Walker ---------------- /s/ Thomas P. Heneghan Executive Vice President, Treasurer - ------------------------- and Chief Financial Officer Thomas P. Heneghan *Attorney-in-Fact May 14, 1998 ---------------- /s/ Samuel Zell Chairman of the Board - ------------------------- May 14, 1998 Samuel Zell ---------------- /s/ Sheli Z. Rosenberg Director - ------------------------- May 14, 1998 Sheli Z. Rosenberg ---------------- /s/ David A. Helfand Director - ------------------------- May 14, 1998 David A. Helfand ---------------- * Donald S. Chisholm Director - ------------------------- May 14, 1998 Donald S. Chisholm ---------------- * Thomas E. Dobrowski Director - ------------------------- May 14, 1998 Thomas E. Dobrowski ---------------- * Louis H. Masotti Director - ------------------------- May 14, 1998 Louis H. Masotti ---------------- * John F. Podjasek, Jr. Director - ------------------------- May 14, 1998 John F. Podjasek, Jr. ---------------- * Michael A. Torres Director - ------------------------- May 14, 1998 Michael A. Torres ---------------- * Gary L. Waterman Director - ------------------------- May 14, 1998 Gary L. Waterman ---------------- 6