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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 3, 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
tendered payment of $69 million cash to acquire a 93% equity interest in
entities that own and operate 28 vacation resort properties, containing 11,357
sites. Twenty of the properties are located in Florida, six in Texas, and two in
California. The acquisition was funded with monies held in short-term
investments and $50 million drawn from the Company's line of credit.
Beginning in 1996, a series of partnerships were formed between NHC entities and
PAMI entities. The PAMI entities have sued for specific performance in Chancery
Court in Delaware seeking to acquire the NHC entities' interests. The NHC
entities have filed a counter-suit, and have asked the judge to schedule a
hearing to address the matter within thirty days. Under the terms and conditions
of the partnership agreements, $69 million was paid to acquire the PAMI
entities' interests. Principals of the NHC entities will continue to operate the
properties and maintain an equity position in the new entity. The existing
dispute is related to the PAMI entities' desire to liquidate their investments.
While the possibility of additional litigation and its attendant risks remain,
we believe that providing liquidity to the NHC entities to acquire the PAMI
interests may assist in resolving the dispute.
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 Encore Portfolio Contribution and Assignment
Agreement I
10.2 Encore Portfolio Contribution and Assignment
Agreement II
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 3, 2004
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