-----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, CXq8U5VpyXTDBHK5TBfPidp7DsLRWScvML6dkqBofKoGpzDBZ0GbSXNOAxrrJHzM yiKLBJSD5Jv+vvN05n9OTw== 0001104659-06-080467.txt : 20061208 0001104659-06-080467.hdr.sgml : 20061208 20061208161646 ACCESSION NUMBER: 0001104659-06-080467 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061208 DATE AS OF CHANGE: 20061208 EFFECTIVENESS DATE: 20061208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFFORDABLE RESIDENTIAL COMMUNITIES INC CENTRAL INDEX KEY: 0001265131 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 841477939 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31987 FILM NUMBER: 061265903 BUSINESS ADDRESS: STREET 1: 7887 E. BELLEVIEW AVE., SUITE 200 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 303 383-7506 MAIL ADDRESS: STREET 1: 7887 E. BELLEVIEW AVE., SUITE 200 CITY: ENGLEWOOD STATE: CO ZIP: 80111 DEFA14A 1 a06-25279_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 8, 2006 (December 8, 2006)

Affordable Residential Communities Inc.
(Exact Name of Registrant as Specified in Charter)

 Maryland

 

001-31987

 

84-1477939

(State or Other Jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of Incorporation)

 

 

 

Identification No.)

 

7887 E. Belleview Avenue, Suite 200, Englewood, CO  80111

(Address of Principal Executive Offices)  (Zip Code)

 

Registrant’s Telephone Number, Including Area Code:   303-383-7500

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




 

Item 8.01   Other Events.

On December 8, 2006, Affordable Residential Communities Inc. (the “Company”) issued a press release (the “Press Release”) announcing, in connection with its previously announced $80 million rights offering, that its board of directors has declared a special dividend consisting of rights to purchase 10 million shares of its common stock to all holders of record of the Company’s common stock as of 5:00 p.m., New York City time, on December 19, 2006.

The Company also announced that it has set December 18, 2006 as the record date for a special meeting of its stockholders to be held on January 23, 2007.

The Press Release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit
Number

 

Description

 

 

 

Exhibit 99.1

 

Press Release.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:         December 8, 2006

AFFORDABLE RESIDENTIAL COMMUNITIES INC.

 

 

 

 

By:

/s/ Scott L. Gesell

 

 

Scott L. Gesell

 

 

Executive Vice President

 

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EX-99.1 2 a06-25279_1ex99d1.htm EX-99

 

Exhibit 99.1

AFFORDABLE RESIDENTIAL COMMUNITIES ANNOUNCES RECORD DATE FOR RIGHTS OFFERING AND SPECIAL MEETING OF STOCKHOLDERS

ENGLEWOOD, CO — (BUSINESS WIRE) — December 8, 2006 — Affordable Residential Communities Inc. (NYSE: ARC) today announced, in connection with its previously announced $80 million rights offering, that its board of directors has declared a special dividend consisting of rights to purchase 10 million shares of its common stock to all holders of record of ARC common stock as of 5:00 p.m., New York City time, on December 19, 2006.

In the rights offering, ARC will distribute to each holder of record of its common stock as of 5:00 p.m., New York City time, on December 19, 2006, at no charge, one non-transferable subscription right for each share of common stock they own.  Each right will entitle its holder to purchase 0.242 shares of ARC common stock at the subscription price of $8.00 per share.  As fractional shares of ARC common stock will not be issued, in order to acquire one share of ARC common stock in the rights offering, a rights holder will need to hold at least five rights.  The rights offering will expire at 5:00 p.m., New York City time, on January 23, 2007, unless extended by ARC’s board of directors.

Gerald J. Ford, one of ARC’s directors and the beneficial owner of approximately 17.6% of ARC’s common stock, and ARC Diamond, LP, an affiliate of Mr. Ford, have agreed not to exercise their subscription rights to purchase 1,760,000 shares of ARC common stock that they will receive in the rights offering.  Instead, Mr. Ford and ARC Diamond have agreed to purchase the shares of ARC common stock that they otherwise would have been entitled to subscribe for in the rights offering in a private placement directly from ARC at the same price per share as in the rights offering.  Additionally, Hunter’s Glen/Ford, Ltd., an affiliate of Mr. Ford, has agreed to backstop the rights offering, meaning it has agreed to purchase all shares of ARC common stock that remain unsubscribed for in the rights offering, other than shares which are covered by rights distributed to Mr. Ford and ARC Diamond, at the same subscription price per share.

ARC intends to use the proceeds of the rights offering to partially fund the cash portion of the purchase price for its acquisition of NLASCO, Inc. and to pay related fees and expenses of the acquisition and the rights offering.  ARC intends to fund an additional portion of the purchase price for its acquisition of NLASCO with the proceeds of the issuance and sale of approximately two million shares of its common stock to Flexpoint Fund, L.P., for aggregate proceeds of approximately $20 million.

ARC also today announced that it has set December 18, 2006 as the record date for a special meeting of its stockholders to be held on January 23, 2007, at 9:00 a.m., local Denver, Colorado time, at the Wyndham Hotel Denver Tech Center.  At the special meeting, ARC’s stockholders will vote on, among other things, (1) the issuance and sale to Mr. Ford, ARC Diamond and Hunter’s Glen/Ford of ARC common stock, (2) the issuance and sale to Flexpoint of ARC common stock, (3) the amendment of ARC’s charter to restrict certain acquisitions of its securities in order to preserve the benefit of ARC’s net operating losses for tax purposes and (4) any motion to adjourn or postpone the special meeting to a later date to solicit additional proxies

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if there are insufficient votes at the time of the special meeting to approve the foregoing proposals.

ARC intends to mail the prospectus with respect to the rights offering and the proxy statement for the special meeting to its stockholders on or about December 22, 2006.

About Affordable Residential Communities Inc.

Affordable Residential Communities Inc. (“ARC”), excluding discontinued operations, currently owns and operates approximately 57,375 homesites located in 276 communities in 24 states. ARC is focused on the acquisition, renovation, repositioning and operation of primarily all-age manufactured home communities with headquarters in Englewood, CO.

Disclosure

On October 17, 2006 a preliminary proxy statement relating to certain of the matters discussed in this news release was filed with the Securities and Exchange Commission.  Copies of the preliminary proxy statement and other related documents may be obtained free of charge on the SEC website (www.sec.gov).  We urge you to carefully review these documents, and the definitive proxy statement, when available, because they contain, or will contain, important information.  ARC, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from ARC’s shareholders in connection with certain of the matters discussed in this news release.  Information regarding such persons and their interests in ARC is contained in ARC’s proxy statements and annual reports on Form 10-K filed with the SEC.  Shareholders and investors may obtain additional information regarding the interests of ARC and its directors and executive officers in the matters discussed in this news release, which may be different than those of ARC’s shareholders generally, by reading the preliminary proxy statement and other relevant documents regarding the matters discussed in this news release.

This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities mentioned in this news release in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The forward-looking statements contained in this news release are subject to certain risks and uncertainties including, but not limited to, statements about the Company’s plans, objectives, expectations and intentions and other statements that are not historical facts.  Actual results may differ materially from those set forth in the forward-looking statements.  The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: general risks affecting the real estate industry; the Company’s ability to maintain or increase rental rates and occupancy with respect to properties currently owned; the Company’s assumptions on rental home and home sales and

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financing activity; completion of pending acquisitions and sales, if any, and terms of and timing with respect thereto; the Company’s growth and expansion into new markets or successful integration of acquisitions; and the effect of interest rates.  Additional factors that could cause the Company’s results to differ materially from those described in the forward-looking statements can be found in the Company’s 2005 Annual Report on Form 10-K (included under the heading “Forward-Looking Statements”), and in the Company’s Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) and available at the SEC’s Internet site (http://www.sec.gov).  The forward-looking statements contained in this news release speak only as of the date of the release, and the Company assumes no obligation to update the forward-looking statements or update the reasons why actual results could differ from those contained in the forward-looking statements.

Contacts

Affordable Residential Communities Inc.
Larry Willard, Chief Executive Officer
(866) 847-8931
investor.relations@aboutarc.com

                or

Integrated Corporate Relations, Inc.
Brad Cohen, (203) 682-8211

 

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