Material Definitive Agreement
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): March 27, 2007 (March 20,
2007)
MID-AMERICA
APARTMENT COMMUNITIES, INC.
|
(Exact
name of registrant as specified in its
charter)
|
TENNESSEE
|
1-12762
|
62-1543819
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
6584
Poplar Avenue, Suite 300
|
|
Memphis,
Tennessee
|
38138
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (901) 682-6600
N/A
|
(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 (see General Instruction A.2. below):
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01 Entry
into a Material Definitive Agreement
Generally,
our charter prohibits any person from owning, directly or indirectly, in excess
of 9.9% of the outstanding shares of our capital stock. If a person acquires
shares in excess of such limit, the shares are considered to be “Excess Shares.”
Pursuant to our charter a person that acquires Excess Shares is not treated
as
the owner of such shares, but rather such person is deemed to hold the Excess
Shares as agent on behalf of, and in trust for the exclusive benefit of, the
person(s) to whom the Excess Shares may later be transferred. Moreover, to
the
extent permitted by law, the acquisition of Excess Shares shall be void. While
holding Excess Shares, such person has no right to receive dividends or other
distributions on the Excess Shares or any right to vote the Excess Shares.
In
addition, our Board of Directors has the power to either direct the holder
to
sell the Excess Shares or redeem the Excess Shares, to the extent permitted
by
law. Our Board of Directors has authority to waive the 9.9% ownership limitation
if it determines that a person’s ownership in excess of such limitation does not
jeopardize our status as a REIT for federal income tax purposes.
On
March
20, 2007, our Board of Directors authorized us to grant a limited waiver of
the
ownership limit to permit Morgan Stanley Investment Management Inc. (and its
affiliated investment advisory entities) and their related mutual funds,
pooled vehicles and investment advisory clients to beneficially own up to
fifteen percent (15%) of our total issued and outstanding common stock. On
March
22, 2007, we granted the waiver to Morgan Stanley Investment Management Inc.
ITEM
9.01 Financial
Statements and Exhibits
(c) Exhibits
Exhibit
Number
|
|
Description
|
99.1
|
|
Limited
Waiver of Excess Share Limitation
|
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 thereunto
duly authorized.
|
MID-AMERICA
APARTMENT COMMUNITIES, INC.
|
Date:
March 27, 2007
|
/s/Simon
R.C. Wadsworth
|
|
Simon
R.C. Wadsworth
|
|
Executive
Vice President and Chief Financial Officer
|
|
(Principal
Financial and Accounting Officer)
|