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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
MARCH 2, 2004
(Date of Report)
MANUFACTURED HOME COMMUNITIES, INC.
(Exact name of registrant as specified in its Charter)
1-11718
(Commission File No.)
MARYLAND 36-3857664
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
TWO NORTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
(312) 279-1400
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OF ASSETS
Manufactured Home Communities, Inc. and its subsidiaries (the "Company") has
invested in 30 manufactured home communities ("Communities") and park model
communities ("Resorts"), containing 12,344 sites, during the period from January
1, 2004 through February 19, 2004. These Communities and Resorts are discussed
below. The combined investment in these 30 properties was approximately $137.6
million. (amounts in millions, except for total sites)
PURCHASE NET
CLOSING DATE PROPERTY LOCATION PROPERTY TYPE TOTAL SITES PRICE DEBT EQUITY
------------------ ------------------- -------------------- ---------------------------------- ----------- --------------------
ACQUISITIONS:
January 15, 2004 O'Connell's (a) Amboy, IL Vacation Resort 668 $ 6.6 $ 5.0 $ 1.6
January 30, 2004 Spring Gulch (b) New Holland, PA Vacation Resort 420 6.0 4.8 1.2
February 3, 2004 Paradise (c) Mesa, AZ Vacation Resort 950 25.0 20.0 5.0
February 18, 2004 Twin Lakes (d) Chocowinity, NC Vacation Resort 400 5.2 3.8 1.4
February 19, 2004 Lakeside (e) New Carlisle, IN Vacation Resort 95 1.7 --- 1.7
February 5, 2004 Shangri La Largo, FL Age Qualified 160 (f) 4.5 (f)
February 5, 2004 Terra Ceia Palmetto, FL Vacation Resort 203 (f) 2.6 (f)
February 5, 2004 Southernaire Mt. Dora, FL Age Qualified 134 (f) 2.1 (f)
February 5, 2004 Sixth Avenue Zephryhills, FL Age Qualified 140 (f) 2.3 (f)
February 5, 2004 Suni Sands Yuma, AZ Vacation Resort 336 (f) 3.2 (f)
February 5, 2004 Topic's Spring Hill, FL Vacation Resort 230 (f) 2.2 (f)
February 5, 2004 Coachwood Colony Leesburg, FL Age Qualified 200 (f) 4.3 (f)
February 5, 2004 Waterway Cedar Point, NC Vacation Resort 336 (f) 6.3 (f)
February 5, 2004 Desert Paradise Yuma, AZ Vacation Resort 260 (f) 1.5 (f)
February 5, 2004 Goose Creek Newport, NC Vacation Resort 598 (f) 12.6 (f)
MEZZANINE INVESTMENTS (g):
February 3, 2004 Fiesta Grande I & II Casa Grande, AZ Vacation Resort 767 --- --- 3.7
February 3, 2004 Tropical Palms North Ft. Myers, FL Age Qualified 297 --- --- 1.9
February 3, 2004 Island Vista Estates North Ft. Myers, FL All-Ages 617 --- --- 4.6
February 3, 2004 Foothills West Casa Grande, AZ Vacation Resort 188 --- --- 1.5
February 3, 2004 Capri Yuma, AZ Vacation Resort 300 --- --- 2.1
February 3, 2004 Casita Verde Casa Grande, AZ Vacation Resort 192 --- --- 1.2
February 3, 2004 Rambler's Rest Venice, FL Vacation Resort 647 --- --- 6.2
February 3, 2004 Venture In Show Low, AZ Vacation Resort 389 --- --- 2.4
February 3, 2004 Scenic Asheville, NC Age Qualified 224 --- --- 1.2
February 3, 2004 Clerbrook Clermont, FL Vacation Resort 1,255 --- --- 3.9
February 3, 2004 Inlet Oaks Murrells Inlet, SC Age Qualified 178 --- --- 1.0
JOINT VENTURES (h):
December 18, 2003 Lake Myers Mocksville, NC Vacation Resort 425 --- --- 0.4
January 21, 2004 Pine Haven Ocean View, NJ Vacation Resort 625 --- --- 0.4
January 27, 2004 Twin Mills Howe, IN Vacation Resort 501 --- --- 0.2
February 10, 2004 Plymouth Rock Elkhart Lake, WI Vacation Resort 609 --- --- 0.4
(a) Property was purchased from O'Connell's Holding Corp. and
O'Connell's, Inc.
(b) Property was purchased from Spring Gulch, Inc.
(c) Property was purchased from PRVR Limited Partnership.
(d) Property was purchased from Twin Lakes Land, LLC and Twin Lakes
Camping Resort, LLC.
(e) Property was purchased from Don-Bar Family Limited Partnership.
(f) The portfolio was acquired for a total purchase price of $62
million and $20.9 million of net equity. The transaction was funded
partially through loans obtained on the individual properties as
shown in the table.
(g) On February 3, 2004, the Company invested approximately $29.7
million in preferred equity in six entities controlled by
Diversified Investments, Inc. ("Diversified"). In addition, the
Company has invested approximately $1.4 million in the Diversified
entities managing these properties.
(h) The Company invested approximately $1.4 million with Diversified in
four separate entities, each controlling a Resort property.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
A. FINANCIAL STATEMENTS
It is not possible to provide the combined audited income
statement pursuant to Rule 3-14 of Regulation S-X for the
fiscal year ended December 31, 2003 at the time of the
filing of this report; such income statement will be filed
as an amendment to this Report on Form 8-K under cover of
Form 8-K/A within sixty days of the due date of this
report.
B. PRO FORMA FINANCIAL INFORMATION
It is not possible to provide the combined unaudited pro
forma income statement at the time of the filing of this
report; such pro forma information will be filed within
sixty days of the due date of this report.
C. EXHIBITS
10.1 Paradise RV Resort Purchase and Sale Agreement
10.2 Paradise RV Resort Amendment to Purchase and Sale
Agreement
10.3 Assignment and Assumption of Purchase and Sale
Agreement
10.4 Diversified Investments Portfolio Purchase and Sale
Agreement
10.5 Diversified Investments Portfolio First Amendment
to Purchase and Sale Agreement
10.6 Diversified Investments Portfolio Second Amendment
to Purchase and Sale Agreement
10.7 Diversified Investments Portfolio Third Amendment
to Purchase and Sale Agreement
10.8 Diversified Investments Portfolio Fourth Amendment
to Purchase and Sale Agreement
10.9 Diversified Investments Portfolio Fifth Amendment
to Purchase and Sale Agreement
SIGNATURE
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 thereunto duly authorized.
MANUFACTURED HOME COMMUNITIES, INC.
BY: /s/ Michael B. Berman
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Michael B. Berman
Vice President, Treasurer
and Chief Financial Officer
DATE: March 2, 2004