<PAGE> 1
As filed with the Securities and Exchange Commission on October 27, 1997.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IRT PROPERTY COMPANY
(Exact name of registrant as specified in its charter)
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<TABLE>
<S> <C>
GEORGIA 58-1366611
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
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200 GALLERIA PARKWAY, SUITE 1400
ATLANTA, GEORGIA 30339
(770) 955-4406
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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W. BENJAMIN JONES III
200 GALLERIA PARKWAY, SUITE 1400
ATLANTA, GEORGIA 30339
(770) 955-4406
(Address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
RALPH F. MACDONALD, III
ALSTON & BIRD LLP
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30909-3424
(404) 881-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable following the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
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, check the following box. [ ]
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. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock $1.00 par
value per share.......... 1,000,000 $12.03 $12,030,000 $3,646
=================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee; based
upon 95% of the average of the high and low per share sale price of the Common
Stock on the New York Stock Exchange on October 23, 1997, as reported by The
Wall Street Journal.
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PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 429 UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE PROSPECTUS INCLUDED IN THIS
REGISTRATION STATEMENT ALSO RELATES TO THE REGISTRATION STATEMENT OF IRT
PROPERTY COMPANY (FILE NO. 33- 65604) FILED UNDER THE SECURITIES ACT AND
DECLARED EFFECTIVE ON JULY 6, 1993, AND CONSTITUTES COMPLIANCE WITH THE
UNDERTAKINGS INCLUDED THEREIN.
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<PAGE> 2
PROSPECTUS
[IRT LOGO]
IRT PROPERTY COMPANY
DIVIDEND REINVESTMENT PLAN
1,000,000 SHARES OF COMMON STOCK
The Dividend Reinvestment Plan (the "Plan") of IRT Property Company (the
"Company") provides holders of its $1.00 par value common stock (the "Common
Stock" or the "Shares") with a simple and convenient method of reinvesting cash
dividends to purchase additional shares of Common Stock without fees of any kind
at a 5% discount. All shareholders of record owning at least 100 Shares and all
Plan participants as of the date of this Prospectus are eligible to join or
continue to participate in the Plan, respectively.
Participants in the Plan may elect:
FULL DIVIDEND REINVESTMENT - Reinvest dividends on all shares of Common
Stock held.
PARTIAL DIVIDEND REINVESTMENT - Reinvest dividends on less than all shares
of Common Stock held and continue to receive cash dividends on the other
shares of Common Stock.
Cash dividends on Shares held in the participant's account under the Plan
are automatically reinvested to purchase additional shares of Common Stock. The
amount of any dividend reinvested will be reduced if necessary to comply with
any applicable United States federal income tax withholding requirements.
Purchases of Shares under the Plan are made through the Agent, SunTrust
Bank, Atlanta, from authorized but previously unissued shares of Common Stock.
The price of Shares purchased by the Plan from the Company will be 95% of the
average of the high and low sales prices of the Shares as reported by the New
York Stock Exchange on the applicable dividend payment date (as more fully
described herein, the "Market Price Average").
This Prospectus relates to the offer and sale of up to 1,012,545 shares of
Common Stock registered for purchase under the Plan (the "Offering"), including
1,000,000 shares of authorized and unissued Common Stock and 12,545 shares of
previously authorized Common Stock subject to the Plan. IT IS SUGGESTED THAT YOU
READ THIS PROSPECTUS CAREFULLY AND THAT THIS PROSPECTUS BE RETAINED FOR FUTURE
REFERENCE.
In order to maintain its qualification as a real estate investment trust
for federal income tax purposes, the Company's Amended and Restated Articles of
Incorporation impose various restrictions relating to the transfer and ownership
of its capital stock, including, among other things, certain limitations on the
number of shares of capital stock that may be owned by any single person or
affiliated group. See "Description of Company Capital Stock."
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
THE DATE OF THIS PROSPECTUS IS OCTOBER 27, 1997
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder (the
"Exchange Act"), and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information may be
inspected and copied at the principal office of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and should be
available at the Commission's Regional Offices at 7 World Trade Center, Suite
1300, New York, New York 10048, and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material may also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission also
maintains a site on the World Wide Web at http://www.sec.gov that contains
reports, proxy statements and other information filed electronically with the
Commission through the Electronic Data Gathering, Analysis and Retrieval
("EDGAR") System.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act") with respect to the shares of Common Stock offered
hereby. This Prospectus, which constitutes a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement,
certain items of which are contained in schedules and exhibits to the
Registration Statement as permitted by the rules and regulations of the
Commission. Statements contained in this Prospectus concerning the provisions of
certain documents filed as exhibits to the Registration Statement are brief
descriptions thereof, and are not necessarily complete, and each such statement
is qualified in its entirety by reference to the full text of such document. For
further information pertaining to the Company and the Common Stock, reference is
made to such Registration Statement and the schedules and exhibits thereto,
which may be inspected without charge at the principal office of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of which may be
obtained from the Commission at prescribed rates. In addition, the Company's
Common Stock is listed on the New York Stock Exchange, Inc. (the "NYSE") under
the symbol "IRT." Reports, proxy statements, and other information concerning
the Company may be inspected and copied at prescribed rates at the offices of
the NYSE, 20 Broad Street, New York, New York 10005.
Certain financial and other information relating to the Company is
contained in the documents indicated below under "Documents Incorporated by
Reference."
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed under the caption "The Company" and elsewhere in
this Prospectus and the information incorporated by reference herein, including,
without limitation, demographic projections, and strategic initiatives, may
constitute forward-looking statements for purposes of the Securities Act and the
Exchange Act, and as such may involve known and unknown risks. Uncertainties and
other factors may cause the actual results, performance or achievements of the
Company to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. Important
factors that could cause the actual results, performance or achievements of the
Company to differ materially from the Company's expectations are disclosed or
incorporated by reference in this Prospectus ("Cautionary Statements"),
including, without limitation, those statements made in conjunction with the
forward-looking statements included herein. All written and verbal
forward-looking statements attributable to the Company are expressly qualified
in their entirety by the Cautionary Statements.
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<PAGE> 4
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to this Offering shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as amended by the Company's Form 10-K/A, filed on
March 26, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, and June 30, 1997;
(c) The Company's Current Reports on Form 8-K dated January 14, January
17, July 1 and August 15, 1997; and
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-B, dated July 16, 1979,
including all amendments or reports filed for the purpose of updating
such description.
Each document filed subsequent to the date of this Prospectus pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the
termination of the offering of all Securities to which this Prospectus relates
shall be deemed to be incorporated by reference in this Prospectus and shall be
a part hereof from the date of filing of such document.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement herein or in any
other subsequently filed document that is also incorporated or deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. Subject to the
foregoing, all information appearing in this Prospectus is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
The Company will furnish without charge to each person to whom this
Prospectus is delivered (including any beneficial owner), upon his or her oral
or written request, a copy of any or all of the documents incorporated by
reference herein, except for the exhibits to such documents (unless such
exhibits are specifically incorporated by reference into any of the documents
incorporated by reference). Requests should be directed to W. Benjamin Jones
III, Executive Vice President, IRT Property Company, 200 Galleria Parkway, Suite
1400, Atlanta, Georgia 30339, telephone number (770) 955-4406.
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<PAGE> 5
THE COMPANY
The Company is an owner, operator and redeveloper of neighborhood and
community shopping centers. Founded in 1969 and based in Atlanta, Georgia, IRT
is a self-administered and self-managed real estate investment trust ("REIT"),
with acquisition, development, redevelopment, financing, property management and
leasing capabilities. In order to maintain its qualification as a REIT under the
Internal Revenue Code of 1986, as amended (the "Code"), the Company must satisfy
various tests, including tests related to the source and amount of its income,
the nature of its assets, and its stock ownership. See "Description of Company
Capital Stock" and "Certain Federal Income Tax Considerations Applicable to
REITs."
The Company focuses on neighborhood and community shopping centers,
primarily in the Southeastern United States; however, the Company will consider
portfolio acquisitions in other regions under circumstances which will allow it
to establish and maintain a regional presence. Such focus allows and will allow
the Company to establish and maintain strong working relationships with major
national and regional retailers which serve such present and future regional
markets. The Company's leading tenants include supermarkets such as Publix,
Kroger, Winn-Dixie, Delchamps, Harris Teeter and Food Lion; drug stores such as
CVS, Eckerd and Rite Aid; and national retailers such as Wal-Mart and Kmart. The
Company conducts its operations in order to qualify as a REIT under the Code.
The Company's principal executive offices are located at 200 Galleria Parkway,
Suite 1400, Atlanta, Georgia 30339, and its telephone number is (770) 955-4406.
DESCRIPTION OF THE PLAN
The Plan, which included 100,000 shares of Common Stock when originally
adopted, became effective on August 9, 1982. The Plan was subsequently amended
to increase to a total of 2,200,000 shares of Common Stock which may be issued
under the Plan. All amendments to the Plan as of the date of this Prospectus
have been incorporated herein and the provisions of the Plan, as amended, are
set forth below.
1. PURPOSE
The purpose of this Plan is to provide owners of the Company's Common Stock
with a simple and convenient method of reinvesting dividends and other
distributions paid in cash ("dividends") in additional shares of Common Stock at
a 5% discount from current market value and without payment of any brokerage
commissions or service charges on purchases of such Shares. Since dividends will
be paid on all whole and fractional Shares acquired under the Plan, you will
have full earning power on your investment without delay. As additional shares
of Common Stock are purchased from the Company, the Company will receive
additional funds which will be used for its general corporate purposes.
2. ADVANTAGES OF THE PLAN
- You may have cash dividends on all or a designated portion of your
shares of Common Stock automatically reinvested in additional shares of
the Company's Common Stock.
- The price of Shares purchased with reinvestment dividends will be 95%
of the Market Price Average of the Common Stock as more fully explained
in Section 5, "Price of Shares."
- No commissions or service charges will be paid by you in connection
with purchases of Shares under the Plan.
- Your funds will be fully invested because the Plan permits the holding
of fractional and whole Shares.
- You will avoid the need for safekeeping of Share certificates for
Shares credited to your account under the Plan.
- Regular statements from the Agent, reflecting all current activity,
including purchases and latest balance and, if applicable, amounts
withheld in conformity with any United States federal income tax
requirements, will simplify your personal record keeping.
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<PAGE> 6
3. ADMINISTRATION
SunTrust Bank, Atlanta (the "Agent") will administer the Plan and make
purchases of Shares as Agent for participants. The Agent will keep a record of
each participating shareholder's Plan activity and send a statement of account
following each dividend reinvestment date.
The Agent shall establish a separate individual account for each
participant. All reinvested funds received by the Agent shall be credited to the
individual account of each participant in the amount to which each such
participant is entitled. Such reinvested funds will be invested in the purchase
of additional Shares for Plan accounts by the Agent.
4. SHAREHOLDER PARTICIPATION
A. Shareholders of Record
All Company shareholders of record owning at least 100 Shares, as well as
shareholders participating in the Plan as of the date of this Prospectus, are
eligible to participate and may join the Plan by signing an Authorization Card
and returning it to the Agent. A postage paid return envelope is provided for
this purpose. When shares are registered in more than one name (i.e., joint
tenants, trustees, etc.), all registered holders must sign in their respective
capacities shown on their certificates.
Enrollment in the Plan will commence upon review and acceptance by the
Agent of a properly executed Authorization Card. However, as more fully
described herein, the reinvestment of a participant's Common Stock dividends may
not necessarily commence immediately upon the participant's enrollment in the
Plan.
You may obtain an Authorization Card at any time by writing either the
Company or the Agent, as follows:
<TABLE>
<S> <C>
IRT Property Company SunTrust Bank, Atlanta
200 Galleria Parkway IRT Dividend Reinvestment Plan
Suite 1400 or P.O. Box 4625
Atlanta, Georgia 30339 Atlanta, Georgia 30302
(770) 955-4406 (404) 588-7822
</TABLE>
Partial participation in the Plan by a shareholder of record is possible.
If you are a shareholder of record and you want to reinvest the dividends on
only some of your Shares, you must sign the Authorization Card and indicate
under "Partial Dividend Reinvestment" the number of Shares on which dividends
are to be reinvested rather than paid. However, dividends on Shares purchased
with reinvested dividends shall be applied to the purchase of additional shares
of Common Stock. The Company reserves the right to amend, modify, suspend or
terminate the Plan or participation therein, in whole or in part, or in regard
to any or all participants, at any time for any reason, as more fully described
in Section 15, "Amendment, Modification, Suspension, Termination and
Interpretation of the Plan."
Dividends paid on whole and fractional Shares held by the Agent for your
account in the Plan will be reinvested automatically based upon your
designations on the Authorization Card.
Shareholders of record may join the Plan or change their reinvestment
options under the Plan at any time by delivery of an Authorization Card to the
Agent. If the signed Authorization Card is received by the Agent on or prior to
the record date for the next dividend payment, reinvestment of your dividends
will begin with the next dividend payment. If the Authorization Card is received
after that record date, reinvestment of your dividends will begin with the
second succeeding dividend payment.
Shareholders who intend to enroll all of their Shares in the Plan and who
have received more than one Authorization Card as a result of such shares being
registered in different names or addresses must return all such Authorization
Cards. Shareholders may consolidate their accounts by so advising the Agent of
their intent in writing and completing any requirements specified by the Agent.
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<PAGE> 7
An Authorization Card will not be accepted from or on behalf of any
shareholder who the Company or the Agent has reason to believe is not eligible
to participate in the Plan.
B. Nominees for Beneficial Owners
Only shareholders of record may participate in the Plan. A beneficial owner
of Shares that are held of record by a nominee may participate in the Plan only
by causing the Shares to be transferred directly into the name of such
beneficial owner or by causing the nominee to enroll on behalf of such
beneficial owner.
Any shareholder of record that is a nominee for others who wish to
participate in the Plan must certify to the Company the name and address of (and
number of Shares held for) each beneficial owner on whose behalf such
participation is authorized and agree to advise the Company of such beneficial
owner's underlying ownership of Shares registered in its name from time to time.
Confirmation of purchases and statements of account under the Plan, annual
and other reports, and other communications from the Company generally will be
directed to the address of the shareholder of record, although the Company may
also elect to send additional copies of reports and various shareholder
communications to the underlying beneficial owners.
5. PRICE OF SHARES
The Market Price Average, which is the purchase price per Share purchased
by you under the Plan from your reinvestment dividends on any dividend payment
date, will be 95% of the average high and low sale prices of the Common Stock,
based on consolidated trading of the Common Stock as defined by the Consolidated
Tape Association and reported as part of the consolidated trading prices of the
New York Stock Exchange listed securities, on the applicable dividend payment
date. If there is no such trading in the Common Stock on this date, the purchase
price per Share shall be determined by the Company at 95% of those market
quotations as the Company shall deem appropriate, which ordinarily would be the
average high and low sale prices on the most recent day on which there had been
such trading prior to the dividend payment date. No Shares will be sold by the
Company to participants in the Plan at less than the par value of such shares.
6. PURCHASES
Shares acquired from the Company pursuant to the Plan will be purchased for
the accounts of the participants as of the close of business on the dividend
payment date. For the purpose of making purchases, the Agent will commingle each
participant's funds with those of all other participants. Purchases of Company
Shares for the accounts of the participants shall be made solely by and through
the Agent.
The number of Shares purchased for you will depend on the amount of your
dividends and the purchase price per Share. Your account will be credited with
that number of Shares, including fractions computed to three decimal places,
equal to your total amount to be invested divided by the applicable purchase
price per Share.
Historically, cash dividends on Company Shares have been paid on March 1,
June 1, September 1 and December 1 of each year; however, no assurance can be
given that such cash dividends will be paid or, if paid, as to the amount
thereof. The record dates of such dividends are generally set during the month
prior to the dividend payment date. Participants will become record shareholders
of Shares purchased on their behalf pursuant to the Plan and will not become
entitled to receive cash dividends thereon until the dividend record date
following the date of purchase of such Shares.
Optional cash purchases are not permitted under the Plan at this time.
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<PAGE> 8
7. COSTS
There are no out-of-pocket costs to participants in connection with
purchases under the Plan. All costs of administration of the Plan are to be paid
by the Company and there are no brokerage fees or commissions on Shares
purchased under the Plan.
8. REPORTS TO PARTICIPANTS
After each purchase under the Plan, you will receive a statement of your
account from the Agent. These statements are your continuing record of current
activity and should be retained for tax purposes. In addition, you will continue
to receive copies of the various other communications sent to holders of the
Common Stock, including the Company's interim reports, annual reports, the
notice of annual meeting proxy statement and the information you will need for
reporting your dividend income for Federal income tax purposes. PARTICIPANTS ARE
URGED TO KEEP ALL PLAN ACTIVITY STATEMENTS IN THEIR PERMANENT RECORDS FOR INCOME
TAX PURPOSES.
9. CERTIFICATES FOR SHARES
Shares purchased through the Plan will be credited to your account under
your name, but they will not be registered in your name. Certificates will not
be issued to you for Shares credited to your account unless you request the
Agent in writing to do so or unless your account is terminated. The number of
Shares credited to your account under the Plan will be shown on the statements
of your account. This service eliminates the need for safekeeping by you to
protect against loss, theft or destruction of stock certificates.
At any time, you may request in writing that the Agent send you a
certificate for all or part of the whole Shares credited to your account. This
request should be mailed to: SunTrust Bank, Atlanta, IRT Dividend Reinvestment
Plan, P.O. Box 4625, Atlanta, Georgia 30302. Any remaining whole and fractional
Shares will continue to be credited to your account.
Accounts under the Plan are maintained in the name in which your Shares are
registered at the time you enter the Plan. Consequently, certificates for whole
Shares purchased under the Plan will be similarly registered when issued to you
upon your request. Should you want these Shares registered and issued in a
different name, you must so indicate in a written request. This would constitute
reregistration, and you would be responsible for any transfer taxes that may be
due and for compliance with any applicable transfer requirements.
Shares credited to your account under the Plan may not be pledged or
assigned and any such purported pledge or assignment will be void. If you want
to pledge or assign such Shares, you must request that a certificate for such
Shares be issued in your name.
Certificates for fractional Shares will not be issued under any
circumstances, and, upon termination of your participation in the Plan, as
discussed below, you will receive the value of such fractional Shares based upon
the closing price of the Company's Common Stock, as reported on the New York
Stock Exchange, on the last trading date prior to the date on which the Agent
receives written notice of your termination (the "Fractional Share Price"). For
all purposes, including, without limitation, federal income tax purposes, the
receipt of cash in lieu of fractional shares from the Agent under any
circumstances will be treated as a sale of such fractional shares in the open
market.
10. WITHDRAWAL FROM THE PLAN
You may cease participating in the Plan at any time by written notice to
the Agent. Such notice should be addressed to: SunTrust Bank, Atlanta, IRT
Dividend Reinvestment Plan, P.O. Box 4625, Atlanta, Georgia 30302.
Following the withdrawal of a participant, such participant's Shares may
not remain on deposit with the Agent. Upon withdrawal you may elect to receive:
(a) Share certificates for whole Shares held for your account in the Plan,
plus a check for the value of any fractional Shares, based upon the Fractional
Share Price; or (b) a check for: (i) the proceeds from the sale of all whole
Shares held for your account, based upon the actual market price received by the
Agent for such Shares, less any brokerage fees or commissions and any applicable
transfer tax, and
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<PAGE> 9
(ii) the value of all fractional Shares held for your account, based upon the
Fractional Share Price. With respect to whole shares sold by the Agent on your
behalf, the sale will be made for your account within ten business days after
receipt of your request for withdrawal.
11. RIGHTS, OFFERINGS, SHARE SPLITS AND SHARE DIVIDENDS
In the event that the Company makes available to its Shareholders rights to
subscribe for additional Shares or other securities, participants will receive
rights based upon the total number of full Shares that he owns, both certificate
Shares and Shares held by the Agent pursuant to the Plan.
Any Shares distributed as a result of a dividend of Shares on, or a split
of Shares of, Shares held by and in the name of the Agent for the accounts of
participants under the Plan will be retained by the Agent and credited
proportionally to the accounts of all participants in the Plan.
12. VOTING OF SHARES
A proxy will be sent to you, as a shareholder of record, in connection with
any annual or special meeting of shareholders. This proxy will apply to all
Shares, including fractional Shares, registered in your name, if any, as well as
to all Shares, including fractional Shares, credited to your account under the
Plan and, if properly signed, will be voted in accordance with the instructions
that you give on the proxy card.
If the proxy card is returned signed, and no voting instructions are given
with respect to any item thereon, all of the participant's Shares will be voted
in accordance with the recommendation of the Company's management. This is the
same procedure that is followed for all shareholders who return proxies and do
not provide instructions. If the proxy card is returned unsigned, none of the
participant's Shares will be voted.
13. SALES AND TRANSFERS OF SHARES
If you dispose of all Shares registered in your name, your account will be
terminated and the Agent will deliver to you a certificate representing the
number of whole Shares credited to you under the Plan, and a check for the value
of any fractional Share. If you are reinvesting the cash dividends on all of the
Shares registered in your name and you dispose of a portion of such Shares, the
Agent will continue to reinvest dividends on the remainder of the Shares
registered in your name.
If you have directed the Agent to reinvest dividends on a number of the
Shares specified in your Authorization Card and to remit cash dividends to you
on the remainder of your Shares, and you dispose of a portion of your Shares,
the Agent will continue to reinvest dividends on the number of Shares specified
on your Authorization Card, or on all of your Shares if that number is less than
that specified on the Authorization Card.
For example, if you directed the Agent to reinvest dividends on 50 Shares
of a total of 100 Shares registered in your name, and then you dispose of 25
Shares, the Agent would remit cash dividends on 25 Shares and would continue to
reinvest cash dividends on the remaining 50 Shares. If, instead, you disposed of
50 or more Shares, the Agent would reinvest dividends on all your remaining
Shares. In any event the Agent will continue to reinvest all dividends on Shares
which it continues to hold for your account.
14. CERTAIN FEDERAL INCOME TAX CONSIDERATIONS APPLICABLE TO PLAN PARTICIPANTS
The issuance of Shares for your account as a participant in the Plan will
be treated for federal income tax purposes as a distribution to you of an amount
equal to the fair market value of the whole and fractional Shares credited to
your account on the dividend payment date. When your dividends are reinvested to
acquire shares of Common Stock (including any fractional Share), you will be
treated as having received a taxable dividend equal to the amount of reinvested
dividends plus the amount of the purchase price discount. For example, if
dividends of $95 are reinvested under the Plan to acquire shares of Common Stock
with a fair market value of $100, the amount of taxable dividend will be $100.
The initial tax basis of a share of Common Stock you acquire with reinvested
dividends will equal the amount of the dividend represented by the Share, i.e.,
the Share's purchase price plus the purchase price discount. The proper
statements for tax reporting purposes will be provided annually to each
participant by the Agent.
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<PAGE> 10
So long as the Company continues to qualify as a REIT under the Code, the
distribution will be taxable under the provisions of the Code applicable to
REITs and their shareholders pursuant to which distributions may be taxed, in
whole or in part, as capital gain, ordinary income or return of capital. See
"Description of Company Capital Stock" and "Certain Federal Income Tax
Considerations Applicable to REITs."
The tax basis of the whole or fractional Shares credited to a participant's
account will be an amount equal to the fair market value of such Shares or
fractions thereof on the dividend payment date, and the holding period for such
whole or fractional Shares will begin on the following day.
A participant will recognize a gain or loss when shares of Common Stock
acquired pursuant to the Plan are sold or exchanged by the participant, or upon
the participant's receipt of a cash adjustment in lieu of a fractional Share.
The amount of such gain or loss will be the difference between the amount which
the participant receives for the Shares, or fraction of a Share, and the
participant's tax basis thereof.
For United States federal income tax purposes, the Company is subject to
requirements that a portion of any dividend payable to certain foreign
shareholders, and possibly United States shareholders for whom withholding
requirements are applicable, be withheld and paid to the Internal Revenue
Service for the account of such shareholders. The amount of any cash
distribution reinvested for any participant in the Plan will in each case be
after any reduction necessary to comply with any applicable federal income tax
withholding requirements with respect to such participant. Statements confirming
purchases made for any such participant will indicate the amount of tax
withheld.
The foregoing is a summary of the principal federal income tax consequences
generally applicable to Plan participants. Shareholders are urged to consult
with their own tax advisers prior to joining the Plan with respect to the
federal, state, local and foreign tax consequences applicable to participation
in the Plan.
15. AMENDMENT, MODIFICATION, SUSPENSION, TERMINATION AND INTERPRETATION OF THE
PLAN
The Company reserves the right to amend, modify, suspend or terminate the
Plan or participation therein, in whole or in part, or in regard to any or all
participants, at any time, provided such action has no retroactive effect that
would prejudice the interest of participants. All participants will be sent
written notice of any such amendment, modification, suspension or termination.
If the Plan or participation therein is terminated in whole or in part by the
Company, the whole Shares credited to the account of each affected participant,
and payment for any fractional Shares, will be distributed to such participant.
The amount of any fractional Share payment shall be calculated by the Agent. In
the event of suspension of the Plan by the Company, dividends payable on
participating Shares after the effective date of suspension will be paid to the
participants by check or in such other manner as may be specified by the
Company. No modification of the Plan will affect your right to receive a
certificate for your whole Shares (and appropriate proceeds for any fractional
Share) held in the Plan upon your withdrawal from the Plan.
The Company reserves the right to amend, modify, suspend or terminate the
Plan or participation therein, in whole or in part, or in regard to any or all
participants, at any time for any reason, including, without limitation, any
actions by the Company to ensure its ability to qualify as a REIT under the
relevant provisions of the Code and any actions to prevent the Plan or a
shareholder's participation therein from being uneconomic or inefficient for the
Agent to administer.
The Company and the Agent also reserve the right to interpret the terms and
conditions of the Plan.
- 9 -
<PAGE> 11
16. RISKS OF MARKET PRICE FLUCTUATIONS
A participant's investment in Shares purchased under the Plan is recognized
as being no different from any investment in Shares directly held. Accordingly,
neither the Company nor the Agent can assure a profit or protect participants
against a loss on Shares purchased under the Plan, and each participant shall
bear the risk of loss and enjoy the benefits of any gain from market price
changes with respect to Shares purchased under the Plan.
17. LIMITATIONS ON LIABILITY OF THE COMPANY
Neither the Company nor the Agent, in administering the Plan, will be
liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability (a) arising out of failure
to terminate a participant's account upon such participant's death prior to
receipt of notice in writing of such death, (b) with respect to the prices at
which the Shares are purchased for a participant's account and the times when
such purchases are made, or (c) any fluctuation in the market value after the
purchase of Shares.
18. INQUIRIES REGARDING THE PLAN
All inquiries concerning the Plan should be directed to the Agent. A
participant should include in all correspondence his or her shareholder account
number, taxpayer identification number (Social Security Number), and a day-time
telephone number where he or she may be contacted during normal working hours to
facilitate a prompt response.
19. GOVERNING LAW
The terms and conditions of the Plan and its operation shall be governed by
the laws of the State of Georgia.
USE OF PROCEEDS
The Company intends to add any proceeds it receives from sales of its
Shares pursuant to the Plan to the general funds of the Company to be available
for general corporate purposes.
DESCRIPTION OF COMPANY CAPITAL STOCK
This summary of certain terms and provisions of the Company's capital stock
does not purport to be complete and is subject to, and qualified in its entirety
by reference to, the terms and provisions of the Company's Amended and Restated
Articles of Incorporation (the "Articles") and the Company's By-laws (the
"By-Laws"), as amended.
The Company is authorized to issue an aggregate of 75,000,000 shares of
Common Stock, par value $1.00 per share, and 10,000,000 shares of preferred
stock, par value $1.00 per share (the "Preferred Stock"). As of September 30,
1997, there were 32,225,379 shares of Common Stock issued and outstanding held
by approximately 3,100 shareholders of record. All outstanding shares of Common
Stock are fully paid and nonassessable. As of September 30, 1997, there were no
shares of Preferred Stock issued and outstanding.
COMMON STOCK
General. Shareholders of the Company do not have preemptive rights.
Shareholders of record are entitled to cast one vote for each Share held on all
matters presented for a vote of shareholders. Cumulative voting for the election
of directors is not permitted. When a quorum is present at any meeting, the vote
of the holders of a majority of the Shares present, either in person or by
proxy, shall decide any question properly brought before such meeting, except on
matters where the Georgia Business Corporation Code requires the vote of the
holders of a majority of all outstanding Shares, such as amending the Articles.
The Board of Directors may, in its discretion, cause to be distributed
ratably among the shareholders such portion of the cash available from
operations, net profits, capital surplus or assets as it may from time to time
deem proper.
- 10 -
<PAGE> 12
Except as outlined below under "Restriction on Ownership/REIT
Qualification," the Shares are freely transferable and there are no conversion,
sinking fund, redemption or similar provisions regarding the Shares.
Restriction on Ownership/REIT Qualification. The Articles contain
provisions restricting transfer of Shares and authorizing the directors to call
Shares for purchase as appropriate to maintain the Company's qualification as a
REIT under the Code. Among the requirements for REIT qualification, the Company
must have at least 100 shareholders, and five or fewer individuals may not own
directly or indirectly shares of Common Stock and/or Preferred Stock
representing in the aggregate 50% or more of the value of the Company. In
addition, 95% of the Company's gross annual income must come from qualifying
sources, including principally "rents from real property" with the Code
specifically excluding from the definition of such term any rents received from
any tenant which itself owns, or which is more than 10% owned by any individual
who owns, more than 10% of the Shares. The Articles authorize the directors to
refuse to transfer Shares and to call for the purchase of Shares so as to
prevent concentrations of ownership potentially disqualifying the Company as a
REIT or potentially disqualifying income as "rents from real property." The
Articles also void any purported transfer of Shares which would result in
ownership by less than 100 shareholders, or would result in five or fewer
individuals directly or indirectly owning more than 50% of the Company, or would
result in any tenant or 10% or more owner of a tenant owning more than 10% of
the Company; and further provide that the purported transferee of any such
Shares shall be deemed never to have had an interest therein or alternatively
shall be deemed to have acquired and to be holding such Shares for and on behalf
of the Company. Any call for purchase of any Shares pursuant to the aforesaid
provisions of the Articles would most likely be from one or more holders of
significant blocks whose concentrated ownership is considered by the directors
to threaten the Company's REIT status.
The ownership limits in the Articles may delay, defer or prevent a change
in control of the Company. In addition, the ownership of the Company's assets
must comply with certain asset tests that both limit the type of assets it may
hold to certain types of real estate and other investment assets and limit the
concentration of those assets in otherwise permitted investments.
Rights Upon Liquidation. In the event of liquidation of the Company,
shareholders are entitled to share ratably in the assets available for
distribution after payment of all liabilities.
Transfer Agent and Registrar. SunTrust Bank, Atlanta, Atlanta, Georgia,
serves as the Company's Transfer Agent and Registrar. The Common Stock is listed
on the NYSE (Symbol: IRT).
PREFERRED STOCK
No Preferred Stock is currently outstanding. Shares of Preferred Stock may
be authorized for issuance and issued by the Board of Directors with such voting
powers and in such classes and series, and with such designations, preferences,
and relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof (including conversion into or exchange for
Common Stock or other securities of the Company or its subsidiaries), as may be
stated and expressed in the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such Preferred Stock; provided, however,
that, pursuant to the Company's Articles, no shares of Preferred Stock shall be
entitled to more than one vote per share.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS APPLICABLE TO REITS
The provisions of the Code pertaining to REITs are highly technical and
complex. The following is a very general summary of certain provisions which
currently govern the federal income tax treatment of the Company and its
shareholders. For the particular provisions which govern the federal income tax
treatment of the Company and its shareholders, reference is made to Sections 856
through 860 of the Code and the Treasury Regulations promulgated thereunder.
INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES OF AN INVESTMENT IN THE COMPANY ARISING UNDER FEDERAL LAW AND THE
LAWS OF ANY STATE, LOCAL OR FOREIGN JURISDICTION. FOREIGN INVESTORS SHOULD
CONSULT THEIR OWN TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF AN INVESTMENT
IN THE COMPANY INCLUDING THE POSSIBILITY OF U.S. INCOME TAX WITHHOLDING ON
COMPANY DISTRIBUTIONS.
- 11 -
<PAGE> 13
The Company believes that it is organized and has operated and the Company
intends to continue to operate, in such a manner as to qualify as a REIT under
the Code. Although management of the Company believes it was organized, has
operated and is operating in such a manner, no assurance can be given that the
Company has so qualified or it will at all times so qualify.
To qualify as a REIT under the Code for a taxable year, the Company must
meet certain organizational and operational requirements, which generally
require it to be a passive investor in operating real estate and to avoid
excessive concentration of its ownership of capital stock. Generally, for each
taxable year, at least 75% of a REIT's gross income must be derived from
specified real estate sources and 95% must be derived from such real estate
sources plus certain other permitted sources. In addition, gross income from the
sale or other disposition of stock or securities held for less than one year and
real property held for less than four years must constitute less than 30% of the
gross income of the REIT for each taxable year. At least 75% of the value of the
total assets of the Company at the end of each calendar quarter must consist of
real estate assets, cash or governmental securities. In addition, the value of
any one issuer's securities owned by the Company may not exceed 5% of the value
of the Company's total assets, and the Company may not own more than 10% of any
one issuer's outstanding voting securities; except, however, that the Company
may own more than 10% of the securities of another qualified REIT.
So long as the Company qualifies for taxation as a REIT and distributes at
least 95% of its REIT taxable income (computed without regard to net capital
gain or the dividends paid deduction) for its taxable year to its shareholders,
it will generally not be subject to federal income tax with respect to income
which it distributes to its shareholders. However, the Company may be subject to
federal income tax under certain circumstances, including taxes at regular
corporate rates on any undistributed REIT taxable income, the "alternative
minimum tax" on its items of tax preference, and taxes imposed on income and
gain generated by certain extraordinary transactions. If the Company fails to
qualify as a REIT, it will be subject to federal income tax (including any
applicable alternative minimum tax) on its taxable income at corporate rates. In
addition, unless entitled to relief under certain statutory provisions, the
Company will also be disqualified from treatment as a REIT for the four taxable
years following the year during which qualification is lost. This treatment
would reduce the net earnings of the Company available for investment or
distribution to shareholders because of the additional tax liability for the
year or years involved. In addition, distributions would no longer be required
to be made. To the extent that distributions to shareholders would have been
made in anticipation of the Company's qualifying as a REIT, the Company might be
required to borrow funds or to liquidate certain of its investments to pay the
applicable tax. The failure to qualify as a REIT also would constitute a default
under certain debt obligations of the Company.
The failure to qualify as a REIT would have a material adverse effect on an
investment in the Company as the taxable income of the Company would be subject
to federal income taxation at corporate rates, and, therefore, the amount of
cash available for distribution to its shareholders would be reduced or
eliminated.
As long as the Company qualifies as a REIT, distributions made to the
Company's taxable U.S. shareholders out of current or accumulated earnings and
profits (and not designated as capital gain dividends) will be taken into
account by such U.S. shareholders as ordinary income and will not be eligible
for the dividends received deduction generally available to corporations.
Distributions that are designated as capital gain dividends will be taxed as
long-term capital gains (to the extent they do not exceed the Company's actual
net capital gain for the taxable year) without regard to the period for which
the shareholder has held his Common Stock. However, corporate shareholders may
be required to treat up to 20% of certain capital gain dividends as ordinary
income. Distributions in excess of current and accumulated earnings and profits
will not be taxable to a shareholder to the extent that they do not exceed the
adjusted basis of the shareholder's Common Stock, but rather will reduce the
adjusted basis of such stock. To the extent that distributions in excess of
current and accumulated earnings and profits exceed the adjusted basis of a
shareholder's Common Stock, the distributions will be included in income as
long-term capital gain (or short-term capital gain if the Common Stock has been
held for one year or less) assuming the Common Stock is a capital
asset in the hands of the shareholder. In addition, any dividend declared by the
Company in October, November or December of any year and payable to a
shareholder of record on a specified date in any such month shall be treated as
both paid by the Company and received by the shareholder on December 31 of such
year, provided that the distribution is actually paid by the Company during
January of the following calendar year.
- 12 -
<PAGE> 14
EXPERTS
The financial statements of IRT Property Company listed in the Index to
Consolidated Financial Statements appearing in the Company's 1996 Annual Report
on Form 10-K and the statements of revenues over specific operating expenses of
Market Place Shopping Center and Powers Ferry Plaza for the year ended December
31, 1996 appearing in the Company's Current Report on Form 8-K, dated July 1,
1997, as incorporated by reference in this registration statement, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated
in their reports with respect thereto, and are incorporated herein in reliance
upon the authority of said firm as experts in giving said reports.
In addition, the statement of revenues and certain expenses of Greenwood
Shopping Center for the year ended December 31, 1996 appearing in the Company's
Current Report on Form 8-K, dated July 1, 1997, and incorporated by reference in
this registration statement have been audited by Deloitte & Touche LLP,
independent public accountants, as in their report with respect thereto and are
incorporated herein by reference in reliance upon the authority of said firm as
experts in giving said reports.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and auditors' reports,
which financial statements and schedules will have been audited to the extent
and for the periods set forth in such reports by the firm or firms rendering
such reports, and, to the extent so audited and consent to incorporation by
reference is given, will be incorporated herein by reference in reliance upon
such reports given upon the authority of such firms as experts in accounting and
auditing.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby has been passed
upon for the Company by Alston & Bird LLP, Atlanta, Georgia.
INDEMNIFICATION
The Georgia Business Corporation Code (the "GBCC") permits, under certain
circumstances, the indemnification of officers, directors, employees and agents
of a corporation with respect to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which such person was or is a party or is threatened to be made a party by
reason of his action in such capacity for, or at the request of, such
corporation. To the extent that such person is successful in defending any such
suit, Georgia law provides that he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.
The Company's Bylaws provide for the indemnification of the Company's
directors, officers, employees and agents in accordance with the GBCC. Georgia
law also provides that, with certain exceptions, the above rights will not be
deemed exclusive of other rights of indemnification contained in any Bylaw,
resolution or agreement approved by the holders of a majority of the stock. The
Company's Bylaws provide that the Company may purchase and maintain insurance on
behalf of directors, officers, employees and agents, as well as others serving
at their request, against any liabilities asserted against such persons whether
or not the Company would have the power to indemnify such persons against such
liability under the GBCC. The Company has purchased and maintains such
insurance.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
- 13 -
<PAGE> 15
===============================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
DISTRIBUTION OF THE SECURITIES TO WHICH THIS PROSPECTUS RELATES SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR ITS SUBSIDIARIES SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO PURCHASE, ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES
OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE THE SECURITIES
OFFERED BY THIS PROSPECTUS IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR
SOLICITATION IS NOT LAWFUL, NOR DOES IT CONSTITUTE THE SOLICITATION OF A PROXY
IN ANY JURISDICTION TO OR FROM ANY PERSON TO OR FROM WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION WITHIN SUCH JURISDICTION.
-----------
TABLE OF CONTENTS
PAGE
Available Information......................2
Special Cautionary Notice Regarding
Forward-Looking Statements..............2
Documents Incorporated by Reference........3
The Company................................4
Description of the Plan....................4
Use of Proceeds...........................10
Description of Company Capital Stock......10
Certain Federal Income Tax
Considerations Applicable to REITs.....11
Experts...................................13
Legal Matters.............................13
Indemnification...........................13
===============================================================================
1,000,000 SHARES
IRT PROPERTY
COMPANY
DIVIDEND REINVESTMENT PLAN
[IRT LOGO]
COMMON STOCK
-----------------------------
PROSPECTUS
-----------------------------
October 27, 1997
===============================================================================
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimate of expenses of issuance and distribution
Registration Fee............. $ 3,646
Cost of Printing............. 5,000
Legal Fees................... 4,500
Accounting Fees.............. 2,500
Blue Sky Fees and Expenses... 0
New York Stock Exchange Listing 5,000
Miscellaneous................ 854
Total............... $21,500
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Georgia Business Corporation Code (the "GBCC") permits, under
certain circumstances, the indemnification of officers, directors, employees and
agents of a corporation with respect to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which such person was or is a party or is threatened to be
made a party by reason of his or her action in such capacity for, or at the
request of, such corporation. To the extent that such person is successful in
defending any such suit, Georgia law provides that he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonable
incurred by him or her in connection therewith.
The Company's Bylaws provide for the indemnification of the Company's
directors, officers, employees and agents in accordance with the GBCC. Georgia
law also provides that, with certain exceptions, the above rights will not be
deemed exclusive of other rights of indemnification contained in any Bylaw,
resolution or agreement approved by the holders of a majority of the stock. The
Company's Bylaws provide that the Company may purchase and maintain insurance on
behalf of directors, officers, employees and agents, as well as others serving
at their request, against any liabilities asserted against such persons whether
or not the Company would have the power to indemnify such persons against such
liability under the GBCC. The Company has purchased and maintains such
insurance.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
II-1
<PAGE> 17
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
<S> <C>
4.1 Amended and Restated Articles of Incorporation of IRT Property
Company (Incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997,
Commission File Number 1-7859)
4.2 By-Laws of IRT Property Company (Incorporated by reference from
the Company's Quarterly Report of Form 10-Q for the quarter ended
March 31, 1995, Commission File Number 1-7859)
4.3 IRT Property Company's Dividend Reinvestment Plan is set forth in
full in the Prospectus included in Part I of this Registration
Statement
5.1 Opinion and consent of Alston & Bird LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Alston & Bird LLP (Included in Exhibit 5.1)
24.1 Powers of Attorney (Included in the signature pages on pages II-4
and II -5)
99.1 Form of Authorization Card and Form of Nominee Authorization Card
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) 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:
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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 the
registration statement.
II-2
<PAGE> 18
(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 securities offered therein, and the offering of such
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 securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for 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 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
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, IRT Property Company, 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 Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Atlanta, State of Georgia,
on the 27th day of October, 1997.
IRT PROPERTY COMPANY
By: /s/ Thomas H. McAuley
----------------------------------
Thomas H. McAuley
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints THOMAS H. McAULEY, W. BENJAMIN JONES III
and MARY M. THOMAS, or any of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution, and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, including any Registration Statement filed pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas H. McAuley President and Director October 27, 1997
- ----------------------------------------- (Principal Executive Officer)
Thomas H. McAuley
/s/ Mary M. Thomas Chief Financial Officer, Executive October 27, 1997
- ----------------------------------------- Vice President and Director
Mary M. Thomas (Principal Financial and
Accounting Officer)
/s/ Donald W. MacLeod Chairman of the Board of October 27, 1997
- ----------------------------------------- Directors
Donald W. MacLeod
</TABLE>
II-4
<PAGE> 20
<TABLE>
<S> <C> <C>
/s/ Homer B. Gibbs, Jr. Director October 27, 1997
- ----------------------------------------
Homer B. Gibbs, Jr.
/s/ Samuel W. Kendrick Director October 27, 1997
- ----------------------------------------
Samuel W. Kendrick
/s/ Bruce A. Morrice Director October 27, 1997
- ----------------------------------------
Bruce A. Morrice
/s/ James H. Nobil Director October 27, 1997
- ----------------------------------------
James H. Nobil
</TABLE>
II-5
<PAGE> 21
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
4.1 Amended and Restated Articles of Incorporation of IRT Property
Company (Incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997,
Commission File Number 1-7859)
4.2 By-Laws of IRT Property Company (Incorporated by reference from
the Company's Quarterly Report of Form 10-Q for the quarter ended
March 31, 1995, Commission File Number 1-7859)
4.3 IRT Property Company's Dividend Reinvestment Plan is set forth in
full in the Prospectus included in Part I of this Registration
Statement
5.1 Opinion and consent of Alston & Bird LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Alston & Bird LLP (Included in Exhibit 5.1)
24.1 Powers of Attorney (Included in the signature pages on pages II-4
and II -5)
99.1 Form of Authorization Card and Form of Nominee Authorization Card
</TABLE>
II-6
<PAGE> 1
EXHIBIT 5.1
[ALSTON & BIRD LLP LETTERHEAD]
October 27, 1997
IRT Property Company
200 Galleria Parkway, N.W.
Suite 1400
Atlanta, Georgia 30339
Re: IRT Property Company -- 1,000,000 Shares of $1.00
Par Value Common Stock
Ladies and Gentlemen:
We have acted as counsel to IRT Property Company, a Georgia corporation
(the "Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") for the registration under the Securities Act of 1933, as amended
(the "Securities Act") of 1,000,000 shares of the common stock, par value $1.00
per share, of the Company (the "Shares") to be offered pursuant to the IRT
Property Company Dividend Reinvestment Plan (the "Plan").
In rendering this opinion, we have examined and relied upon such
corporate records, documents and other instruments that in our judgment are
necessary or appropriate in order to express the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to the originals of all documents
submitted to us as copies, the authenticity of the originals of such documents,
and the truth, accuracy and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates we
have reviewed. We have made no independent investigations with regard to such
matters.
Based on the foregoing, we are of the opinion that the Shares to be
offered pursuant to the plan will be, when issued as contemplated under the
Plan, duly authorized, validly issued, fully paid, and non-assessable under the
Georgia Business Corporation Code as in effect on this date.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement. In giving such consent, we do not consider
that we are "experts," within the meaning of the term as used in the Securities
Act or the rules and regulations of the Commission issued thereunder, with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
<PAGE> 2
IRT Property Company
October 27, 1997
Page 2
Members of our firm are licensed to practice law in the State of
Georgia, and we express no opinion with regard to any law other than the laws of
the State of Georgia and the federal laws of the United States of America.
Yours very truly,
ALSTON & BIRD LLP
By: /s/ Ralph F. MacDonald, III
------------------------------
Ralph F. MacDonald, III
- 2 -
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the information by
reference in this registration statement of our reports dated January 30, 1997
included in IRT Property Company's Form 10-K/A for the year ended December 31,
1996, our reports dated April 15, 1997 and May 12, 1997 included in IRT
Property Company's report on Form 8-K dated July 1, 1997, and to all references
to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
- --------------------------
Arthur Andersen LLP
Atlanta, Georgia
October 27, 1997
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
IRT Property Company on Form S-3 of our report dated July 1, 1997 relating to
the statement of revenues and certain expenses of Greenwood Shopping Center for
the year ended December 31, 1996 appearing in the Report on Form 8-K of IRT
Property Company dated July 1, 1997.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Miami, Florida
October 27, 1997
<PAGE> 1
<TABLE>
<S> <C>
EXHIBIT 99.1
[IRT LOGO] IRT PROPERTY COMPANY DIVIDEND THIS IS NOT A PROXY
REINVESTMENT PLAN AUTHORIZATION FORM CHECK ONE BOX ONLY - Please see reverse for a more
Please enroll me in the Dividend Reinvestment Plan of complete explanation of plan options.
IRT Property Company as indicated on this Authorization / / A. FULL DIVIDEND REINVESTMENT-I wish to reinvest
Form. all cash dividends on all shares of Common
Stock now or hereafter registered in my name in
[DO NOT RETURN THIS FORM UNLESS YOU WISH TO PARTICIPATE additional shares of such stock.
IN THE PLAN]
/ / B. PARTIAL DIVIDEND REINVESTMENT-I wish to
reinvest dividends on _____ shares of Common
Stock and receive cash dividends on all other
shares registered in my name.
----------------------------------------------------
SIGNATURE
----------------------------------------------------
SIGNATURE
------------------------- ----------------------
TAX I.D. (S.S.#) DATE
All registered holders must sign name exactly as shown
above.
</TABLE>
Completion of this form appoints Trust Company Bank, Atlanta, Georgia, your
agent and directs them to apply your cash dividends in accordance with the
option you have selected.
A. FULL DIVIDEND REINVESTMENT-This option directs the Company to pay Trust
Company Bank, for reinvestment in additional shares of Common Stock all cash
dividends on all shares of Common Stock now or hereafter registered in your
name, as well as cash dividends on all shares credited to your account under
the plan (less any amount required to be withheld for tax purposes under any
applicable law).
B. PARTIAL DIVIDEND REINVESTMENT-This option directs the Company to pay Trust
Company Bank, for reinvestment in additional shares of Common Stock all cash
dividends on the number of shares of Common Stock registered in your name which
is indicated on this form, and to remit to you all cash dividends on all other
shares registered in your name (less in each case any amount required to be
withheld for tax purposes under any applicable law).
Your participation is subject to the terms of the Prospectus describing the
Plan. You may withdraw or change your election by notifying Trust Company
Bank, in writing.
Please address all inquiries concerning the Plan to Trust Company Bank, IRT
Dividend Reinvestment Plan, Post Office Box 4625, Atlanta, Georgia 30302.
<PAGE> 2
FOR NOMINEES ONLY
<TABLE>
<S> <C>
[IRT LOGO] IRT PROPERTY COMPANY DIVIDEND THIS IS NOT A PROXY
REINVESTMENT PLAN AUTHORIZATION FORM Please see reverse for a more complete
Please enroll me in the Dividend Reinvestment Plan of explanation of plan options
IRT Property Company as indicated on this
Authorization Form. Reinvestment by Nominee - We hold __________
shares of Common Stock as nominee for _________
[DO NOT RETURN THIS FORM UNLESS YOU WISH TO of ___________________________________________
PARTICIPATE IN THE PLAN] which has directed us to elect to reinvest cash
dividends on ______ of such shares in additional
shares of such stock. We will advise IRT
Property Company of any change in the number of
shares of such stock held by us on behalf of the
above named beneficial owner.
-------------------------------------------------
SIGNATURE OF NOMINEE
------------------------ ---------------------
TAX I.D. (S.S.#) DATE
All registered holders must sign name exactly as shown OF BENEFICIAL OWNER
above.
</TABLE>
Completion of this form appoints Trust Company Bank your agent and directs them
to apply your cash dividends in accordance with your directions.
Your participation is subject to the terms of the Prospectus describing the
Plan. You may withdraw or change your election by notifying Trust Company Bank
in writing.
Please address all inquiries concerning the Plan to Trust Company Bank, IRT
Dividend Reinvestment Plan, Post Office Box 4625, Atlanta, Georgia 30302.
