<PAGE> 1
As filed with the Securities and Exchange Commission on July 17, 1998.
Registration No. 333-38847
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
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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GEORGIA 58-1366611
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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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
MARK C. KANALY
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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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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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. All shareholders of record owning at least 100 Shares are eligible to join
or continue to participate in the Plan; provided that a participant must be
enrolled in the Plan for at least 30 days prior to the payment date for each
dividend to permit reinvestment of such participant's Common Stock dividends
under the Plan. Banks, brokers and other entities that hold Shares as a nominee
for shareholders, whether in brokerage accounts or otherwise, may not
participate in the Plan. Terms used but not defined on this summary page shall
have the meanings attributed to them elsewhere in this Prospectus.
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 either authorized but previously unissued Shares, Shares
held as treasury stock, or from Shares purchased on the open market. Under the
Plan, the purchase price (the "Purchase Price") at which Shares purchased from
the Company, including Shares held by the Company as treasury stock, will be
credited to your Plan account is equal to the greater of: (i) the average of the
daily high and low sales prices of the Common Stock reported on the New York
Stock Exchange, Inc. (the "NYSE") during the Pricing Period, or (ii) the average
of the daily high and low sales price of the Common Stock reported on the NYSE
on the dividend payment date. The Purchase Price for Shares purchased on the
open market, whether on a securities exchange, or over-the-counter or other
market where such Shares are traded, in negotiated transactions, or otherwise
than from the Company, is the weighted average price paid for such Shares. See
"5. Price of Shares."
This Prospectus relates to the offer and sale (the "Offering") of up to
1,000,000 Shares pursuant 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 and By-Laws 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 "Documents Incorporated by Reference."
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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.
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THE DATE OF THIS PROSPECTUS IS JULY 17, 1998
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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 public may obtain
additional information on the operation of the Public Reference Room by calling
the Commission at 1-800-SEC-0330. The Commission also maintains a site on the
World Wide Web at http://www.sec.gov that contains reports, proxy statements,
registration 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, changes in tax laws or regulation; vacancies and
lease renewals; tenant closings; the financial condition (including effects of
possible mergers or bankruptcies) of tenants; competition; changes in national
and local economic conditions; possible environmental liabilities; and those
statements made in conjunction with the forward-looking statements included
herein and in the documents incorporated herein by reference. 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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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 (Commission File No.
1-7859) for the fiscal year ended December 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998; and
(c) The description of the Company's Common Stock, including the
related description of certain federal income tax considerations,
contained in the Company's Registration Statement on Form S-3,
dated March 24, 1998 (Commission File No. 333-4857), 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.
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 originally became effective on August 9, 1982, and has been
amended several times since. 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 long-term holders of record 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 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. The Company will use the proceeds (after Plan
expenses) of any Shares purchased by the Plan from the Company for general
corporate purposes. The Company will receive no proceeds from Shares purchased
by the Plan in the open market, whether on a securities exchange
over-the-counter or other market where such Shares are traded, in negotiated
transactions, or otherwise than from the Company. The Plan is not intended for,
and should not be used by, persons seeking short-term positions in the Common
Stock. The Company reserves the right to exclude persons from participating in
the Plan for any reason, including those seeking to use such Shares for
arbitrage or short-term trading purposes.
2. ADVANTAGES AND DISADVANTAGES OF THE PLAN
The primary advantages of the Plan are:
- 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.
- 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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The primary disadvantages of the Plan are:
- The Purchase Price for Shares under the Plan will vary and cannot be
predicted. Such Purchase Price may be different from (more or less
than) the price of acquiring Shares on the open market on the related
dividend payment date.
- Your investment in the Company's Shares will be exposed to changes in
market conditions and changes in the market value of the Shares. Your
ability to liquidate or otherwise dispose of Shares under the Plan is
subject to the terms of the Plan and the withdrawal procedures
thereunder. See "10. Withdrawal from the Plan."
- No interest will be paid on dividends held by the Agent pending
investment.
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 Plan participant's activity in the Plan 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 (excluding banks, brokers and other
entities that hold Shares as a nominee for shareholders, whether in brokerage
accounts or otherwise) owning at least 100 Shares are eligible to participate
and may join the Plan by signing an Authorization Card and returning it to the
Agent. 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, a shareholder of record will not become eligible to
participate in the Plan until the expiration of 30 days following enrollment in
the Plan. During such period, any dividends or other distributions on a
participant's Common Stock will be delivered directly to the participant and
will not be eligible for reinvestment under the Plan.
You may obtain an Authorization Card at any time by writing either the
Company or the Agent, as follows:
<TABLE>
<S> <C> <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 "15. Amendment, Modification, Suspension, Termination and Interpretation of
the Plan."
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Dividends paid on whole and fractional Shares held by the Agent for your
account in the Plan will be reinvested automatically. 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 before the record date for the next dividend
payment, and you have been enrolled in the Plan for at least 30 days prior to
the payment date for such dividend, reinvestment of your dividends will begin
with such dividend payment. If the Authorization Card is received after that
record date or less than 30 days prior to that dividend payment 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.
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, and the Company reserves the right to exclude
shareholders from the Plan, or to terminate participation by any shareholder for
any reason. Any person that is ineligible to participate in this Plan, but who
has participated in the Plan prior to the date hereof, will be terminated as a
Plan participant prior to the record date to be established for the regular
September 1998 dividend, unless they otherwise take action to become eligible.
See "15. Amendment, Modification, Suspension, Termination and Interpretation of
the Plan"
Although it is the desire of the Company to make the Plan available to all
eligible shareholders of record wishing to participate, regulations in certain
countries limit or prohibit the participation of persons who reside outside the
United States in the Plan. Therefore, enrollment and participation in the Plan
is limited to residents of the United States.
B. Nominees for Beneficial Owners
Only shareholders of record (excluding banks, brokers, clearing agencies
and other entities that hold Shares in "street name" or as a nominee for
shareholders, whether in brokerage accounts or otherwise) who have been enrolled
in the Plan for a period of at least 30 days prior to the payment date for a
dividend 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 his or her
Shares to be transferred directly into the name of such beneficial owner, and
participation in the Plan will be limited to the Shares held of record by such
holder. If your Shares are held in the name of a bank, broker or clearing
agency, you must make arrangements to have at least 100 Shares transferred to
you and registered in your name before you are eligible to participate in the
Plan. If you have any questions in this regard, please contact SunTrust Bank,
Atlanta, IRT Dividend Reinvestment Plan, P.O. Box 4625, Atlanta, Georgia
30302,(404) 588-7822.
Confirmation of purchases and statements of account under the Plan, annual
and other reports, and other communications from the Company will be directed to
the address of the shareholder of record.
5. PRICE OF SHARES
All Shares that are acquired directly from the Company with reinvested
dividends will be credited to your Plan account at a Purchase Price equal to the
greater of: (i) the average of the daily high and low sales prices of the Common
Stock during a "Pricing Period," consisting of the 12 Trading Days immediately
preceding the applicable dividend payment date, or (ii) the average of the daily
high and low sales prices on the dividend payment date. These averages will be
computed up to three decimal places, if necessary, based on the consolidated
trading of the Common Stock as defined by the Consolidated Tape Association and
reported on the NYSE composite tape. A "Trading Day" means a day on which trades
in Common Stock are reported on the NYSE. The fair market value of the Company's
Common Stock on the dividend payment date is likely to differ from the fair
market value for the Pricing Period immediately preceding the dividend payment
date.
All Shares purchased under the Plan through open market purchases, whether
on a securities exchange or over-the-counter market where such Shares are
traded, in negotiated transactions, or otherwise than from the
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<PAGE> 8
Company, will be acquired as soon as practicable on or after the applicable
dividend payment date, and will be credited to your Plan account at a Purchase
Price equal to the weighted average price paid for such Shares, computed up to
three decimal places, if necessary, paid by the Agent for Common Stock purchased
by the Plan through such open market purchases. While the Company will pay all
brokerage fees on Shares purchased on the open market, for tax purposes, these
fees will be considered as additional dividend income to you. See "14. Certain
Federal Income Tax Considerations Applicable to Plan Participants."
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. The Plan may be required and reserves the right to make purchases
from persons other than the Company over two or more consecutive business days.
No Shares will be sold by the Company to participants in the Plan at less than
the par value of such shares. Purchases of Shares other than from the Company
may be made on any securities exchange or over-the-counter or other market where
such Shares are traded, or in negotiated transactions, and are subject to such
terms and conditions, including price and delivery, to which the Agent may
agree. 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 applicable 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, cash dividends are
payable only when, as and if declared by the Company's Board of Directors. 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> 9
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 paid by
the Company and all brokerage fees and commissions on Shares purchased under the
Plan are paid by the Company.
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. The Plan may charge participants for providing duplicates of
information previously provided.
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 Plan 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, and
such certificate(s) will be delivered to you without charge. 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 included in 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 NYSE
composite tape, on the last Trading Day 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
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<PAGE> 10
received by the Agent for such Shares, less any brokerage fees or commissions
and any applicable transfer tax, and (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 whole Shares that he or she 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 Company 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 Plan 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.
14. CERTAIN FEDERAL INCOME TAX CONSIDERATIONS APPLICABLE TO PLAN PARTICIPANTS
Any amounts representing distributions from the Company that are reinvested
through the Plan will be taxed in the same manner as though they had been
received in cash in an amount equal to the fair market value of the whole and
fractional Shares credited to your account on the date of distribution. The
Company's distributions to shareholders constitute "dividends" for federal
income tax purposes up to the amount of the Company's positive current and
accumulated earnings and profits and, to that extent, will be taxable as
ordinary income (unless designated as "capital gain" dividends pursuant to
applicable Code rules). To the extent that the Company makes a distribution in
excess of such earnings and profits, the distribution will be treated first as a
tax-free return of capital, reducing the tax basis in the shareholder's Common
Stock, and then the distribution in excess of such basis will be taxable as a
gain realized from the sale of the shareholder's Common Stock. These same tax
consequences will apply whether the reinvested distributions are used to
purchase Shares from the Company or otherwise. In addition, the amount of any
brokerage commissions, mark-ups, and other fees or expenses incurred by the
Company on behalf of a Plan participant in connection with purchases other than
from the Company also will be treated as distributions from the Company and will
be taxed as outlined above. The proper statements for tax reporting purposes
will be provided annually to each participant by the Agent. See "Documents
Incorporated by
-9-
<PAGE> 11
Reference" for information regarding the Company's capital stock and the related
description of certain federal income tax considerations.
The tax basis of any whole or fractional Shares credited to a participant's
Plan account will be equal to the fair market value of the distribution payment
plus, in the case of Shares purchased by the Plan other than from the Company,
the amount of any brokerage commissions or other fees paid by the Plan on behalf
of Plan participant, and the holding period for such Common Stock will begin on
the following day.
A participant will recognize a gain or loss when Shares acquired pursuant
to the Plan are sold or exchanged by the participant, or upon the participant's
receipt of a cash payment 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 therein.
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 any participation therein, in whole or in part, or in regard to any or
all participants, at any time and for any reason, including, without limitation,
any actions deemed appropriate by the Company to preserve 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, or that such participation in the Plan
is not in the best interests of the Company or its shareholders generally. All
participants will be sent written notice of any such amendment, modification,
suspension or termination. A participant that is terminated from further
participation in the Plan will be notified. 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. See "4. Shareholder Participation."
The Company and the Agent also reserve the right to interpret the terms and
conditions of the Plan.
-10-
<PAGE> 12
16. RISKS OF MARKET PRICE FLUCTUATIONS
A participant's investment in Shares purchased under the Plan is 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 bears the risk of loss
and enjoys 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 use any net proceeds that it receives from sales of
Shares by the Company to the Plan for general corporate purposes.
EXPERTS
The financial statements and schedules 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.
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
-11-
<PAGE> 13
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 By-Laws 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 By-Laws 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.
-12-
<PAGE> 14
===============================================
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
<TABLE>
<CAPTION>
Page
<S> <C>
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...........................11
Experts...................................11
Legal Matters.............................11
Indemnification...........................11
</TABLE>
==============================================
===============================================
1,000,000 SHARES
IRT PROPERTY
COMPANY
DIVIDEND REINVESTMENT PLAN
[IRT LOGO]
COMMON STOCK
--------------------------
PROSPECTUS
--------------------------
JULY 17, 1998
===============================================
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
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
=======
</TABLE>
--------------------------
* Estimated solely for purposes of this filing.
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 By-Laws 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 By-Laws 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> 16
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 Alston & Bird LLP (Included in Exhibit 5.1)
24.1 Powers of Attorney*
99.1 Form of Authorization Card and Form of Nominee Authorization
Card
</TABLE>
* Previously filed in the Company's Registration Statement on Form S-3, dated
October 27, 1997 (Registration Number 333-38847).
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> 17
(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> 18
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 17th day of July, 1998.
IRT PROPERTY COMPANY
By: /s/ Thomas H. McAuley
-------------------------------------
Thomas H. McAuley
President, Chief Executive Officer
and Chairman of the Board of
Directors
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, Chief Executive July 17, 1998
- --------------------------------------- Officer and Chairman of the Board
Thomas H. McAuley of Directors
(Principal Executive Officer)
* Chief Financial Officer, July 17, 1998
- --------------------------------------- Executive Vice President and
Mary M. Thomas Director
(Principal Financial and
Accounting Officer)
- --------------------------------------- Director
Patrick L. Flinn
* Director July 17, 1998
- ---------------------------------------
Homer B. Gibbs, Jr.
* Director July 17, 1998
- ---------------------------------------
Samuel W. Kendrick
* Director July 17, 1998
- ---------------------------------------
Donald W. MacLeod
* Director July 17, 1998
- ---------------------------------------
Bruce A. Morrice
* By: /s/ Thomas H. McAuley
--------------------------------
Thomas H. McAuley
Attorney-in-fact
</TABLE>
II-4
<PAGE> 19
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 Alston & Bird LLP (Included in Exhibit 5.1)
24.1 Powers of Attorney*
99.1 Form of Authorization Card and Form of Nominee Authorization
Card
</TABLE>
* Previously filed in the Company's Registration Statement on Form S-3, dated
October 27, 1997 (Registration Number 333-38847).
II-5
<PAGE> 1
EXHIBIT 5.1
OPINION OF ALSTON & BIRD LLP
<PAGE> 2
ALSTON & BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
July 17, 1998
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 its Post-Effective Amendment No. 1 to 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.
<TABLE>
<S> <C> <C>
1211 East Morehead Street 3605 Glenwood Avenue 601 Pennsylvania Avenue, N.W.
P.O. Drawer 34009 P.O. Drawer 31107 North Building, Suite 250
Charlotte, NC 28234-4009 Raleigh, NC 27622-1107 Washington, DC 20004-2601
704-331-6000 919-420-2200 202-508-3300
Fax: 704-334-2014 Fax: 919-881-3175 Fax: 202-508-3333
</TABLE>
<PAGE> 3
IRT Property Company
July 16, 1998
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
incorporation by reference in this registration statement of our reports dated
January 30, 1998 included in IRT Property Company's Form 10-K for the year ended
December 31, 1997 and to all references to our firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Atlanta, Georgia
July 17, 1998
<PAGE> 1
EXHIBIT 99.1
<TABLE>
<S> <C>
[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 IRT complete explanation of plan options.
Property Company as indicated on this Authorization Form. [_] A. FULL DIVIDEND REINVESTMENT -- I wish to reinvest
all cash dividends on all shares of Common Stock
[DO NOT RETURN THIS FORM UNLESS YOU WISH TO PARTICIPATE IN (not less than 100 shares) now or hereafter
THE PLAN] registered in my name in additional shares of
such stock.
[_] B. PARTIAL DIVIDEND REINVESTMENT -- I wish to reinvest
dividends on _____ shares (not less than 100 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>
ONLY SHAREHOLDERS OF RECORD OWNING AT LEAST 100 SHARES OF THE COMPANY'S COMMON
STOCK MAY PARTICIPATE IN THE PLAN. IF YOUR SHARES ARE HELD BY BANKS, BROKERS OR
OTHERS IN BROKERAGE OR OTHER ACCOUNTS, INCLUDING SHARES HELD IN NOMINEE NAMES,
YOU MAY ASK YOUR BANK, BROKER OR OTHER HOLDER TO REGISTER AT LEAST 100 SHARES IN
YOUR NAME. YOU MAY THEN ENROLL IN THE PLAN AS TO THOSE SHARES HELD OF RECORD BY
YOU, AS EXPLAINED IN THE ACCOMPANYING PROSPECTUS. PLEASE CONTACT SUNTRUST BANK,
ATLANTA FOR INSTRUCTIONS.
Completion of this form appoints SunTrust Bank, Atlanta, 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 SunTrust
Bank, Atlanta, as Agent under the Plan, 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
SunTrust Bank, Atlanta, as Agent under the Plan, 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 SunTrust Bank,
Atlanta in writing.
Please address all inquiries concerning the Plan to SunTrust Bank, Atlanta, IRT
Dividend Reinvestment Plan, Post Office Box 4625, Atlanta, Georgia 30302, or by
telephone at (404) 588-7822.
