<PAGE>
As filed with the Securities and Exchange Commission on July 5, 1996
Registration No. 333-04301
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COLONIAL REALTY LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Delaware 63-1098468
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2101 Sixth Ave.
Suite 750
Birmingham, Alabama 35202
(205) 250-8700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Thomas H. Lowder
2101 Sixth Ave.
Suite 750
Birmingham, Alabama 35202
(205) 250-8700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
-----------------------------
Copies to:
J. Warren Gorrell, Jr.
Alan L. Dye
Hogan & Hartson L.L.P.
Columbia Square
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The Registrant hereby amends the Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses to be incurred
in connection with the issuance and distribution of the Debt Securities being
registered.
<TABLE>
<S> <C>
Registration Fee.......................... $ 87,000
Fees of Rating Agencies................... 100,000
Printing and Duplicating Expenses......... 150,000
Legal Fees and Expenses................... 250,000
Accounting Fees and Expenses.............. 15,000
Blue Sky Fees and expenses................ 20,000
Fees of Trustee (including counsel fees).. 5,000
Miscellaneous............................. 33,000
--------
Total..................................... $660,000
========
</TABLE>
Item 15. Indemnification of Directors and Officers
Under Sections 10-2B-8.50 to 10-2B-8.58, inclusive, of the Code of
Alabama, 1975 (the "Alabama Corporate Code"), a corporation formed in Alabama
is permitted to eliminate the liability of directors and officers to the
corporation for money damages except a corporation may not indemnify a
director or officer where (a) in connection with a proceeding by or in the
right of the corporation, the director or officer was adjudged liable to the
corporation, or (2) in connection with any other proceeding charging improper
personal benefit to the director or officer, whether or not involving action
in the director's or officer's official capacity, the director or officer was
adjudged liable on the basis that personal benefit was improperly received by
the director or officer. CPHC's Articles of Incorporation and Bylaws provide
for mandatory indemnification of directors and officers to the maximum extent
permitted by the Alabama Corporate Code.
In accordance with the Alabama Corporate Code, CPHC's Articles of
Incorporation and Bylaws require indemnification of any director and officer,
whether serving CPHC or at its request any other entity, (a) who has been
successful, on the merits or otherwise, in the defense of a proceeding to
which he was made a party by reason of service in such capacity, against
reasonable expenses incurred by him in connection with the proceeding, (b) who
is made a party to a proceeding by reason of service in such capacity, against
reasonable expenses incurred by him in connection with the proceeding if
(i) he conducted himself in good faith, (ii) he reasonably believed (A) in the
case of conduct in his official capacity with CPHC, that the conduct was in
CPHC's best interest and (B) in all other cases, that the conduct was at least
not opposed to its best interests, and (iii) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful,
provided, however, that the indemnification provided for in clause (b) will
not be available if it is established that (1) in connection with a proceeding
by or in the right of CPHC, he was adjudged liable to CPHC, or (2) in
connection with any other proceeding charging improper personal benefit to
him, whether or not involving action in his official capacity, he was adjudged
liable on the basis that personal benefit was improperly received by him, and
(c) against any claim or liability to which he may become subject by reason of
such status.
In addition, in accordance with the Alabama Corporate Code, CPHC's
Articles of Incorporation and Bylaws require CPHC to pay or reimburse, in
advance of final disposition of a proceeding, reasonable expenses incurred by
a director or officer made a party to a proceeding by reason of such status;
provided, that in the case of a director or officer, (i) CPHC shall have
received a written affirmation by the director or officer of his good faith
belief that he has met the applicable standard of conduct necessary for
indemnification by CPHC as described in
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Section 8.51 of the Alabama Corporate Code, (ii) CPHC shall have received a
written undertaking by or on his behalf to repay the amount paid or reimbursed
by CPHC if it shall ultimately be determined that the applicable standard of
conduct was not met and (iii) a determination shall have been made, in
accordance with Section 8.55 of the Alabama Corporate Code, that the facts
then known to those making the determination would not preclude
indemnification under the provisions of the Articles of Incorporation or
Bylaws. CPHC may, with the approval of the directors, provide such
indemnification and payment or reimbursement of expenses to any employee or
agent of CPHC.
Colonial has entered into indemnification agreements with each
of its trustees and certain of its executive officers. Under these agreements,
Colonial has agreed to indemnify its trustees and certain of its executive
officers to the maximum extent permitted by the Alabama Corporate Code.
Colonial also is obligated to pay expenses incurred by an indemnified trustee
or director in establishing a right to indemnification under the respective
indemnification agreement. Although the indemnification agreements offer
substantially the same scope of coverage afforded by the Articles of
Incorporation and the Bylaws, the agreements provide greater assurance to
trustees and executive officers that indemnification will be available,
because, as contracts, they cannot be modified unilaterally by the Board of
Trustees or by the stockholders to alter, limit or eliminate the rights they
provide to the trustees and executive officers.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors and officers of CPHC pursuant to the foregoing
provisions or otherwise, CPHC has been advised that, although the validity and
scope of the governing statute have not been tested in court, in the opinion
of the Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In addition, indemnification may
be limited by state securities laws. In the event that a claim for
indemnification against such liabilities (other than payment by the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the Debt
Securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification is
against public policy as expressed in such Act and will be governed by the
final adjudication of such issue.
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
4 * Form of Indenture
5 * Opinion of Hogan & Hartson L.L.P.
regarding the legality of the Debt
Securities being registered
12 * Calculation of Ratio of Earnings to fixed
charges
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 * Consent of Hogan & Hartson L.L.P.
(included as part of Exhibit 5)
23.3 Consent of Margolin, Winer & Evens LLP
24 * Power of Attorney
25 * Statement of Eligibility of Trustee on Form T-1
</TABLE>
_______
* Previously filed.
ITEM 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
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(i) To include any prospectus required by section 10(a)3 of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement; provided,
however, that subparagraphs (i) and (ii) do not apply
if the information required to be included in a post-
effective amendment by those paragraphs is contained in
the periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the Debt Securities offered
herein, and the offering of such Debt Securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the Debt Securities being registered which remain unsold at
the termination of the offering.
The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the Debt Securities offered herein, and the offering of such Debt
Securities at that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance under Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of
this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes that and insofar as
indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant by such director, officer or
controlling person in connection with the Debt Securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
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appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
The undersigned registrant hereby undertakes to file an application
for purposes of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with
the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham, State of
Alabama on July 5, 1996.
COLONIAL REALTY LIMITED PARTNERSHIP
By: Colonial Properties Holding
Company, Inc.,
its general partner
By: /s/ Thomas H. Lowder
------------------------
Thomas H. Lowder
President, Chief Executive Officer,
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following
persons in the capacities indicated below as of July 5, 1996:
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Thomas H. Lowder President, Chief Executive Officer
-------------------------- and Chairman of the Board
Thomas H. Lowder
/s/ Douglas B. Nunnelley Senior Vice President and
--------------------------
Douglas B. Nunnelley Chief Financial Officer
(Principal Financial Officer)
* Vice President and Controller
--------------------------
Kenneth E. Howell (Principal Accounting Officer)
* Director
--------------------------
James K. Lowder
* Director
--------------------------
Carl F. Bailey
</TABLE>
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* Director
------------------------
M. Miller Gorrie
* Director
------------------------
Donald T. Senterfitt
* Director
------------------------
Claude B. Nielsen
* Director
------------------------
Harold W. Ripps
* Director
-----------------------
Herbert A. Meisler
* Thomas H. Lowder by signing his name hereto, does sign this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons and filed with the Securities and Exchange
Commission.
/s/ Thomas H. Lowder
-----------------------
Thomas H. Lowder
Attorney-in-fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Exhibit Number
- ------ ------- ------
<S> <C> <C>
4 * Form of Indenture..............................................
5 * Opinion of Hogan & Hartson L.L.P
regarding the legality of the Debt
Securities being registered...................................
12 * Calculation of Ratio of Earnings to
fixed charges.................................................
23.1 Consent of Coopers & Lybrand L.L.P.............................
23.2 * Consent of Hogan & Hartson L.L.P
(included as part of Exhibit 5)...............................
23.3 Consent of Margolin, Winer & Evens LLP ........................
24 * Power of Attorney..............................................
25 * Statement of Eligibility of Trustee on Form T-1 ...............
</TABLE>
________________
* Previously filed.
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We consent to the inclusion in this registration statement on Form S-3 (File No.
333-04301) of our report dated January 25, 1996 on our audits of the
consolidated and combined financial statements and financial statement schedules
of Colonial Realty Limited Partnership; our report dated June 28, 1996 on our
audit of the Combined Historical Summary of Revenues and Direct Operating
Expenses of Acquired Properties--Crowne Chase Apartments and Crowne Point
Apartments; our report dated July 3, 1996 on our audit of the Historical Summary
of Revenues and Direct Operating Expenses of Acquired Property--Northdale Court;
our report dated December 28, 1994 on our audit of the Combined Historical
Summaries of Revenues and Direct Operating Expenses of Acquired Properties--Rime
Properties; and our report dated September 12, 1994 on our audit of the Combined
Historical Summary of Revenues and Direct Operating Expenses of Acquired
Properties--Epoch Properties, which reports are included in a previously filed
Form 10/A. We also consent to the reference to our firm under the caption
"Experts."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
July 5, 1996
<PAGE>
Exhibit 23.3
Consent of Independent Accountants
We consent to the inclusion in this registration statement on Form S-3 (File No.
333-04301) of our report dated February 22, 1996 on our audit of the Historical
Summary of Revenues and Direct Operating Expenses of Acquired Property--
Briarcliffe Mall, which report is included in a previously filed Form 10/A. We
also consent to the reference to our firm under the caption "Experts."
/s/ Margolin, Winer & Evens LLP
MARGOLIN, WINER & EVENS LLP
Garden City, New York
July 5, 1996
