================================================================================
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
DECEMBER 12, 2003
(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 incorporation (I.R.S. Employer
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)
================================================================================
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On December 11, 2003, based on the recommendations of a special
committee of the Board of Directors, Manufactured Home Communities, Inc. (NYSE:
MHC) today announced that the Board of Directors declared a special cash
dividend of $8 per share payable on January 16, 2004 to shareholders of record
on January 8, 2004. Given the magnitude of the special cash dividend, the NYSE
has advised us that they will defer the ex-dividend date to one day following
the date the dividend is paid. Investors choosing to sell their MHC shares prior
to the ex-dividend date are encouraged to consult their financial advisors
regarding their entitlement to the special cash dividend. The Board of Directors
also set an annual dividend rate for 2004 of $0.05 per share and the Board
expects to evaluate the Company's annual dividend policy in November, 2004.
Thomas P. Heneghan, the Company's President, stated, "We used the
liquidity caused by our $502 million mortgage financing to aggressively pursue
potential acquisitions. We were successful in entering into contracts and
letters of intent, subject to due diligence, on transactions with an equity
investment of approximately $75 million and an expected initial equity yield of
over 8.5%. Although we are pleased with our accomplishments to date, at this
time we do not anticipate the pace of transaction volume to continue, and the
size of the special cash dividend to our shareholders is consistent with this
view."
Management's guidance for 2004 will be impacted by the timing and
successful execution of potential investments. Absent any investments,
management's earnings per share guidance for 2004 is between $1.70 and $1.75.
These results assume no redemption of the Company's $125 million Perpetual
Preferred OP Units and may be impacted by continued competitive housing options
impacting occupancy levels in certain communities and variability in income from
home sales operations. In the age-qualified communities, home sales results
could be impacted by the ability of potential homebuyers to sell their existing
residences as well as by financial markets volatility. In the all-age
communities, results from home sales and occupancy will continue to be impacted
by local economic conditions, lack of affordable manufactured home financing and
competition from alternative housing options including site-built single family
housing. As potential transactions close, management will provide additional
information with respect to the investments.
After payment of the special cash dividend and the potential
investments, the Company's access to capital includes approximately $15 million
in cash, line of credit availability of $110 million and retained operating cash
flow.
The forward-looking statements contained in this news release are
subject to certain risks and uncertainties including, but not limited to, the
Company's ability to maintain rental rates and occupancy; the Company's
assumptions about rental and home sales markets; and the effect of interest
rates as well as other risks indicated from time to time in the Company's
filings with the Securities and Exchange Commission. The Company assumes no
obligation to update or supplement forward-looking statements that become untrue
because of subsequent events.
Manufactured Home Communities, Inc. owns or has a controlling interest
in 140 quality communities in 19 states consisting of 51,186 sites. MHC is a
self-administered, self-managed, real estate investment trust (REIT) with
headquarters in Chicago.
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 Berman
----------------------------
Michael Berman
Vice President, Treasurer and
Chief Financial Officer
DATE: December 12, 2003
---------------------