DENVER--(BUSINESS WIRE)--July 11, 2006--Affordable Residential
Communities Inc. (NYSE: ARC) announced today that on July 11, 2006 ARC
entered into a Stockholder Rights Plan (the "Rights Plan") under which
one right will be distributed as a dividend for each share of ARC
common stock held by stockholders of record as of the close of
business on July 17, 2006. The Rights Plan has been adopted as a means
to preserve the use of previously accumulated net operating losses, as
described below.
Effective with the revocation of ARC's REIT election in March
2006, ARC has been taxed as a corporation for U.S. federal income tax
purposes and its net income has been subject to taxation at regular
(or alternative minimum) corporate rates without the benefit of a
dividends paid deduction. ARC has net operating losses ("NOLs") from
prior years that are expected to offset substantially ARC's taxable
income, if any. Therefore, the preservation of such NOLs is key to
minimizing ARC's U.S. federal income tax liability. U.S. federal
income tax law imposes significant limitations on the ability of a
corporation to use its NOLs to offset income in circumstances where
such corporation has experienced a "change in ownership." Generally,
there is a change in ownership if, at any time, one or more 5%
shareholders have aggregate increases in their ownership in the
corporation of more than 50 percentage points looking back over the
prior three year period. One of the principal reasons for adopting the
Rights Plan is to preserve the use of the NOLs by dissuading investors
from aggregating ownership in ARC and triggering such a change in
ownership. The Rights Plan is designed to reduce the likelihood of a
change in ownership by, among other things, discouraging any person or
group from acquiring additional shares such that they would
beneficially own 5% or more of the outstanding shares of ARC's common
stock. The Rights Plan was not adopted in response to any effort to
acquire control of ARC.
To help preserve the benefit of the NOLs, ARC intends to submit
for stockholder approval an amendment to its charter to restrict
certain acquisitions of ARC's common stock so as to reduce the
likelihood of triggering a change in ownership. The Board of Directors
intends to terminate the Rights Plan if the charter amendment is
approved.
Under the Rights Plan, each right initially will entitle
stockholders to purchase a fraction of a share of preferred stock at a
purchase price of $50.00, subject to adjustment as provided in the
Rights Plan. Subject to the exceptions and limitations contained in
the Rights Plan, the rights generally will be exercisable only if a
person or group acquires beneficial ownership of 5% or more of ARC's
common stock or commences a tender or exchange offer upon consummation
of which such person or group would beneficially own 5% or more of
ARC's common stock. Unless earlier terminated, the rights will expire
on July 17, 2016.
A more detailed description of the Rights Plan, along with a copy
of the Rights Plan, will be filed with the Securities and Exchange
Commission shortly.
About Affordable Residential Communities Inc.
As of March 31, 2006, Affordable Residential Communities Inc.
("ARC"), excluding discontinued operations, owns and operates
approximately 57,700 homesites located in 278 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.
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 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.
CONTACT: Affordable Residential Communities Inc.
Larry D. Willard, Chairman and Chief Executive Officer,
866-847-8931
SOURCE: Affordable Residential Communities Inc.