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As Filed With The Securities and Exchange Commission on September 6, 1996
Registration No. 33-91070
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COLONIAL PROPERTIES TRUST
(Exact name of Registrant as specified in its governing instrument)
Alabama 59-7007599
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2101 Sixth Avenue North, Suite 750
Birmingham, Alabama 35203
(205) 250-8700
(Address, including zip code and telephone number, including
area code, of Registrant's principal executive offices)
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Thomas H. Lowder
President
Colonial Properties Trust
2101 Sixth Avenue North, Suite 750
Birmingham, Alabama 35203
(205) 250-8700
(Name and address, including zip code, and telephone number, including
area code, of Agent for Service)
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Copies to:
J. Warren Gorrell, Jr., Esq.
Alan L. Dye, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: From time to time after this Registration Statement becomes
effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
This Post-Effective Amendment No. 2 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section 8(c) of
the Securities Act of 1933, as amended.
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PROSPECTUS SUBJECT TO COMPLETION
DATED SEPTEMBER 6, 1996
COLONIAL PROPERTIES TRUST
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
600,000 COMMON SHARES OF BENEFICIAL INTEREST,
PAR VALUE $.01 PER SHARE
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The Dividend Reinvestment and Share Purchase Plan (the "Plan") of
Colonial Properties Trust (the "Company") provides owners of the Company's
Common Shares of Beneficial Interest, par value $0.01 per share (the "Common
Shares") and holders of units of limited partnership interest ("Units") in
Colonial Realty Limited Partnership, a Delaware limited partnership (the
"Operating Partnership"), with a convenient and economical method of
investing in Common Shares. Purchases under the Plan will be made at a five
percent (5%) discount from the applicable market price of the Common Shares.
(The discount may, however, be reduced or eliminated at any time without
prior notice to participants.) A participant in the Plan may purchase
additional Common Shares by (i) reinvesting in Common Shares any cash
dividends paid on all or less than all Common Shares owned by the
participant, (ii) investing in Common Shares any cash distributions paid on
all or less than all Units owned by the participant or (iii) subject to
eligibility and other limitations stated later in this Prospectus, making
optional cash payments subject to a minimum of $200 per payment and a maximum
of $25,000 per calendar year, whether or not the participant's dividends or
distributions are being reinvested. Eligible participants may invest amounts
in excess of the $25,000 limit with the prior approval of the Company. See
"Description of the Plan -- Question 13."
The Plan will be administered by the First National Bank of Boston, or
any successor bank, trust company, broker or other nominee as may from time
to time be designated by the Company (the "Plan Administrator"). The Plan
Administrator will buy, at the Company's discretion, newly issued Common
Shares from the Company or Common Shares in the open market (including
negotiated transactions). The purchase price of the Common Shares purchased
directly from the Company will be 95% of the closing price of the Common
Shares on the New York Stock Exchange (or other relevant trading market) on
the applicable Reinvestment Date (as defined below) or Cash Investment Date
(as defined below). The purchase price of Common Shares purchased by the
Plan Administrator in the open market will be 95% of the weighted average of
the prices paid (including brokerage and related costs) for all Common Shares
purchased in the open market by the Plan Administrator on the applicable
Reinvestment Date or Cash Investment Date.
To enroll in the Plan, simply complete the enclosed Authorization Card and
return it in the envelope provided. A broker, bank or other nominee may
reinvest dividends, but may not make optional cash payments, on behalf of
beneficial owners.
This prospectus relates to 600,000 Common Shares registered for sale under
the Plan. Participants should retain this Prospectus for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such an offer or solicitation in such
jurisdiction.
The date of this Prospectus is _____ __, 1996.
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THE COMPANY
AS USED IN THIS SECTION, THE TERM "COMPANY" INCLUDES COLONIAL PROPERTIES
TRUST, AN ALABAMA REAL ESTATE INVESTMENT TRUST, AND ONE OR MORE OF ITS
SUBSIDIARIES (INCLUDING COLONIAL PROPERTIES HOLDING COMPANY, INC., COLONIAL
REALTY LIMITED PARTNERSHIP, COLONIAL PROPERTIES SERVICES LIMITED PARTNERSHIP AND
COLONIAL PROPERTIES SERVICES, INC.) OR, AS THE CONTEXT MAY REQUIRE, COLONIAL
PROPERTIES TRUST ONLY.
The Company is one of the largest developers, owners and operators of
retail, multifamily and office properties in the Southeastern United States. It
is a fully-integrated real estate company, whose activities include ownership of
a diversified portfolio of 68 properties located in Alabama, Florida, South
Carolina and Georgia and development of new properties, acquisitions of existing
properties, build-to-suit development and the provision of management, leasing,
and brokerage services for income-producing real estate. The Company is a self-
administered equity REIT that as of July 31, 1996 owns 19 retail properties
containing a total of approximately 5.0 million square feet of retail space (the
"Retail Properties"), 39 multifamily apartment communities containing a total of
12,568 apartment units (the "Multifamily Properties"), 10 office properties
containing a total of approximately 1.0 million square feet of office space (the
"Office Properties") and certain parcels of land adjacent to certain of these
properties (collectively, the "Properties").
The Company, through Colonial Properties Holding Company, Inc., a wholly
owned subsidiary ("CPHC"), is the sole general partner of, and, as of July 31,
1996, holds approximately 68% of the interests in the Operating Partnership.
The Operating Partnership owns all of the Properties (or interests therein).
The Company conducts all of its business through CPHC, the Operating Partnership
and the Company's two management subsidiaries, Colonial Properties Services
Limited Partnership (the "Management Partnership"), which provides management
services for the Company's properties, and Colonial Properties Services, Inc.
(the "Management Corporation"), which provides management services for
properties owned by third parties. As sole general partner of the Operating
Partnership, the Company, through CPHC, has the exclusive power to manage and
conduct the business of the Operating Partnership, subject to certain limited
exceptions.
The Company's experienced staff of approximately 572 employees at July 31,
1996 provides a full range of real estate services from its operational
headquarters in Birmingham, Alabama and from five regional offices located in
the Mobile, Huntsville and Montgomery, Alabama and Orlando and Tampa, Florida
metropolitan areas.
The Company is an Alabama real estate investment trust. It was originally
formed in July 1993 as a Maryland real estate investment trust and reorganized
as an Alabama real estate investment trust in September 1995. The principal
executive offices of the Company are located at 2101 Sixth Avenue North, Suite
750, Birmingham, Alabama 35203, and its telephone number is (205) 250-8700.
DESCRIPTION OF THE PLAN
THE PLAN
The following questions and answers set forth the provisions of and
constitute the Company's Dividend Reinvestment and Share Purchase Plan.
Holders of Common Shares and Units who do not participate in the Plan will
continue to receive cash dividends, if and as declared, or cash distributions
in accordance with the Operating Partnership Agreement, in the usual manner.
The text of the Plan is as follows:
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PURPOSE
1. What is the purpose of the Plan?
The Plan provides eligible holders of Common Shares and Units with a
convenient and economical method of investing in the Company's Common
Shares at a discount from the prevailing market price. The Plan is
intended to benefit long-term investors in the Company and/or the Operating
Partnership who wish to increase their investment in Common Shares. The
Plan will also assist the Company in raising funds for general business
purposes, to the extent that Common Shares are purchased from the Company
rather than in the open market. If the Common Shares are purchased from
the Company, the Company, through CPHC, will invest the proceeds of the
purchase in the Operating Partnership in exchange for a corresponding
number of Units.
ELIGIBILITY
2. Who is eligible to participate in the Plan?
(a) Shareholders who own Common Shares registered in their own names
on the share transfer books of the Company or who own whole Common Shares
held in their Plan account ("Record Owners") are eligible to participate
directly in the Plan. Shareholders who hold Common Shares that are
registered in someone else's name (for example, in the name of a broker,
bank or other nominee) ("Beneficial Owners") who wish to participate in the
Plan should either (i) make arrangements with their broker, bank or other
nominee to participate in the Plan on their behalf or (ii) become Record
Owners by arranging with their broker, bank or other nominee to have their
Common Shares transferred into their own names. Both Record Owners and
Beneficial Owners are eligible to participate in the dividend reinvestment
feature of the Plan. Brokers or banks holding Common Shares as nominee may
participate in the dividend reinvestment feature of the Plan through
Depository Trust Company Dividend Reinvestment Service. Only Record Owners
may participate in the optional cash payment feature of the Plan.
Beneficial Owners who wish to make optional cash payments under the Plan
should become Record Owners as described above.
(b) Unitholders are eligible to invest cash distributions from the
Operating Partnership in the Company's Common Shares in accordance with the
Plan. Unitholders also may participate in the optional cash payment
feature of the Plan for the purchase of additional Common Shares.
Record Owners who participate in the Plan directly, brokers, banks and
other nominees who participate in the dividend reinvestment feature of the
Plan on behalf of Beneficial Owners, and unitholders who choose to
participate are sometimes referred to hereinafter as "Participants."
Shareholders and unitholders who reside in jurisdictions in which it
is unlawful for the Company to permit their participation are not eligible
to participate in the Plan. The Company also may exclude shareholders and
unitholders who reside in jurisdictions that require registration of the
Common Shares or of the Company's officers, trustees or employees as agents
in connection with sales pursuant to the Plan. Shareholders and
unitholders who are citizens or residents of a country other than the
United States, its territories and possessions should make certain that
their participation does not violate local laws governing taxes, currency
and exchange controls, share registration, foreign investments or other
matters. Purchases under the Plan also are subject to the restrictions
on share ownership set forth in the Company's Declaration of Trust,
which generally prohibits persons from owning (directly or by
attribution) more than 5% of the Company's outstanding Common Shares.
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ADVANTAGES AND DISADVANTAGES TO PARTICIPANTS
3. What are the advantages of the Plan?
(a) The Plan provides Participants with the opportunity to
reinvest cash dividends paid on all or a portion of their Common Shares,
or cash distributions paid on all or a portion of their Units, in
additional Common Shares. If eligible, Participants may also purchase
additional Common Shares through optional cash payments.
(b) The price per share for Common Shares purchased for Participants
in the Plan will reflect a discount of 5% from the market price (calculated
in accordance with Question 16).
(c) All cash dividends or distributions paid on Participants'
Common Shares and/or Units and all optional cash payments made by a
Participant can be fully invested in additional Common Shares because
the Plan permits fractional share interests to be credited to Plan
accounts. In addition, dividends will be paid on, and may be reinvested
with respect to, such fractional share interests.
(d) The Plan Administrator, at no charge to Participants, provides
for the safekeeping of certificates for shares credited to each Plan
account.
(e) Periodic statements reflecting all current activity, including
share purchases and latest Plan account balance, simplify recordkeeping for
Participants.
4. What are the disadvantages of the Plan?
(a) Participants who reinvest dividends paid on Common Shares will be
treated for federal income tax purposes as having received a dividend but
will not receive cash to pay any tax payment obligation.
(b) The income tax treatment of distributions paid on Units that are
reinvested under the Plan is unclear because there is no clear legal
authority regarding the income tax treatment of a limited partner in a
partnership who invests cash distributions from the partnership in shares
of another entity.
(c) Participants will have limited control regarding the specific
timing of purchases and sales under the Plan.
ADMINISTRATION
5. Who administers the Plan for Participants?
The First National Bank of Boston, as Plan Administrator, is
responsible for administering the Plan. The Plan Administrator keeps
records, sends statements of account to each Participant and performs other
duties related to the Plan. The Plan Administrator also acts as the
dividend disbursing agent, paying agent, transfer agent and registrar for
the Common Shares. The Company may replace the Plan Administrator at any
time.
Although the Plan Administrator generally administers the Plan,
unitholders may initiate and terminate their participation in the Plan only
by notifying the Operating Partnership at the address set forth below.
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PARTICIPATION BY SHAREHOLDERS AND UNITHOLDERS
6. How does an eligible holder of Common Shares or Units enroll in the Plan
and become a Participant?
A Record Owner may enroll in the Plan by completing and signing an
Authorization Card and returning it to the Plan Administrator. If Common
Shares are registered in more than one name (E.G., joint tenants or
trustees), all Record Owners must sign the Authorization Card exactly as
their names appear on the account registration. An eligible unitholder may
enroll in the Plan by completing and signing an Authorization Card and
returning it to the Operating Partnership. If Units are registered in more
than one name, all owners of the Units must sign the Authorization Card
exactly as their names appear on the account registration.
Beneficial Owners who wish to have their broker, bank or other nominee
participate in the Plan on their behalf must instruct their broker, bank or
other nominee to complete and sign the Authorization Card and return it to
the Plan Administrator. Brokers or banks holding Common Shares as nominee
may participate in the Plan through Depository Trust Company Dividend
Reinvestment Service.
Written requests for Authorization Cards, completed Authorization
Cards and cash payment forms, optional cash payments and notices of
withdrawal should be sent to the Plan Administrator at:
The First National Bank of Boston
c/o Boston EquiServe
Dividend Reinvestment
Mail Stop 45-01-06
P.O. Box 1681
Boston, Massachusetts 02105-1681
All other communications with the Plan Administrator should be sent
to:
The First National Bank of Boston
c/o Boston EquiServe
Shareholder Services Division
Mail Stop 45-02-09
P.O. Box 644
Boston, Massachusetts 02102-0644
Participants may telephone the Plan Administrator between 8:00 a.m.
and 7:00 p.m. Eastern Time at:
(800) 730-6001 or (617) 575-3120
PLEASE MENTION COLONIAL PROPERTIES TRUST AND YOUR ACCOUNT NUMBER IN
ALL CORRESPONDENCE.
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Unitholders should forward all optional cash payments and requests for
account information directly to the Plan Administrator at the address
above, but all other communications, including requests for completed
Authorization Cards and notices of termination, should be sent to the
Operating Partnership at:
Colonial Realty Limited Partnership
2101 Sixth Avenue North, Suite 750
Birmingham, Alabama 35203
Telephone number: (205) 250-8700
7. When may an eligible shareholder or unitholder enroll in the Plan?
An eligible shareholder or unitholder may enroll in the Plan at any
time. Once an Authorization Card is received by the Plan Administrator or,
if applicable, the Operating Partnership, a Participant will remain
enrolled in the Plan until such Participant discontinues participation or
until the Plan is terminated.
8. How does a Participant indicate the extent of his or her participation in
the Plan?
The Authorization Card allows each eligible shareholder or
unitholder to determine the extent to which he or she wants to
participate in the Plan. The Authorization Card appoints the Plan
Administrator as agent for the Participant and, if a dividend or
distribution investment option is selected, directs the Company or the
Operating Partnership to pay to the Plan Administrator, for investment
in Common Shares, (i) any cash dividends paid on all or a specified
portion of Common Shares owned by the Participant on the applicable
record date ("Participating Shares") or (ii) any cash distributions paid
by the Operating Partnership on all or a portion of the Units owned by
the Participant on the applicable record date ("Participating Units").
Participating Shares may include shares held as Record Owner, shares
deposited with the Plan Administrator for safekeeping, and shares
purchased pursuant to the Plan. (Shares held as Beneficial Owner may
participate only through arrangements made with the nominee Record
Owner.) Dividends or distributions will continue to be invested in
Common Shares until the Participant specifies otherwise or terminates
participation, or the Plan is terminated.
Participants may purchase additional Common Shares under the Plan by
electing one of the following investment options:
(1) "FULL DIVIDEND/DISTRIBUTION INVESTMENT" directs the Plan
Administrator to invest dividends or distributions on all of a
Participant's Participating Shares and/or Participating Units
(including whole and fractional shares acquired under the Plan),
and permits a Participant to make optional cash payments for the
purchase of additional Common Shares in accordance with the Plan.
(2) "PARTIAL DIVIDEND/DISTRIBUTION INVESTMENT" directs the Plan
Administrator to remit cash dividends or distributions to the
Participant on the number of whole Common Shares or Units owned by
the Participant specified on the Authorization Card and to invest
in additional Common Shares any dividends or distributions paid on
remaining Common Shares or Units owned by the Participant
(including shares held or acquired under the Plan). This
investment option also permits a Participant to make optional cash
payments for the purchase of additional Common Shares in accordance
with the Plan.
(3) "OPTIONAL CASH PAYMENTS ONLY" permits a Participant to make
optional cash payments for the purchase of additional Common Shares
in accordance with the Plan. Under this investment option, all
cash dividends on whole and fractional shares or distributions on
Units owned by the Participant will be remitted to the Participant.
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Any shareholder, whether or not a Record Owner, may select option (1)
or (2); only Record Owners, however, may make optional cash payments under
those options. In addition, only Record Owners may select option (3).
Unitholders may select option (1), (2) or (3). If a Participant returns a
properly executed Authorization Card to the Plan Administrator or, if
applicable, the Operating Partnership without electing an investment
option, the Authorization Card will be deemed to indicate the intention of
the Participant to select option (1).
9. May a Participant change the extent of his or her participation in the
Plan?
Participants may change their investment option under the Plan at any
time by requesting a new Authorization Card from, and returning it to, the
Plan Administrator or, if applicable, the Operating Partnership, at the
addresses set forth in Question 5.
10. What is the source of the Common Shares purchased under the Plan?
Common Shares purchased for a Participant's account under the Plan may
be purchased by the Plan Administrator, at the Company's discretion, either
(a) from the Company out of its authorized but unissued shares or treasury
shares or (b) in the open market (on the New York Stock Exchange ("NYSE")
or any securities exchange where Common Shares are then traded, in the
over-the-counter market or in negotiated transactions). In the event the
Common Shares are purchased from the Company, the Company will use the
proceeds of that purchase to acquire a corresponding number of Units in the
Operating Partnership.
11. When will dividends/distributions be invested?
If the Plan Administrator purchases Common Shares directly from the
Company, dividends will be reinvested on the dividend payment date fixed
by the Board of Trustees of the Company, and distributions will be
invested on the distribution payment date fixed by CPHC, as general
partner of the Operating Partnership in accordance with the Operating
Partnership Agreement, unless that day is not a day on which the NYSE is
open for trading (a "Trading Day"), in which case dividends or
distributions will be invested on the preceding Trading Day. If
Common Shares are purchased in the open market, the Plan Administrator
will make such purchases as soon as possible on or after the dividend
payment date or distribution payment date, in all events within 30 days
after such date, on terms and at prices determined by the Plan
Administrator. The date on which an investment of dividends or
distributions occurs or commences is referred to hereinafter as a
"Reinvestment Date."
For an election to invest dividends or distributions under the Plan
to be effective with respect to a particular cash dividend or cash
distribution, an Authorization Card must be received by the Plan
Administrator or, if applicable, the Operating Partnership, at least two
business days before the record date established for that dividend or
distribution. If the Authorization Card is received later than two
business days before the applicable record date, the investment of
dividends or distributions will begin on the next Reinvestment Date.
NO INTEREST WILL BE PAID BY THE COMPANY OR THE PLAN ADMINISTRATOR
ON ANY DIVIDENDS OR DISTRIBUTIONS HELD PENDING INVESTMENT.
OPTIONAL CASH INVESTMENTS
12. Who may make optional cash payments under the Plan?
All Record Owners of Common Shares and all unitholders who have
submitted an Authorization Card, whether or not they have authorized the
investment of dividends or distributions, are
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eligible to make optional cash payments under the Plan. Participants who
are brokers, banks or nominees participating on behalf of a Beneficial
Owner may not make any optional cash payments. A BENEFICIAL OWNER WHO
WISHES TO MAKE OPTIONAL CASH PAYMENTS SHOULD BECOME A RECORD OWNER BY
TRANSFERRING ALL OR SOME OF HIS OR HER COMMON SHARES INTO HIS OR HER OWN
NAME.
13. What are the limitations on making optional cash payments?
Each optional cash payment is subject to a minimum purchase limit of
$200 per payment and a maximum purchase limit of $25,000 per year. In
addition, the number of Common Shares that may be purchased by a
Participant with optional cash payments is limited, on each Cash Investment
Date, to the number of shares and Units owned by the Participant on that
date. For purposes of these limitations, all Plan accounts under the
common control or management of a Participant will be aggregated. The Plan
Administrator will return optional cash payments submitted by a Participant
to the extent that (i) the payment is less than $200 or, when combined with
all other optional cash payments made by the Participant during the
calendar year, exceeds $25,000 or (ii) the number of Common Shares that
could be purchased for the Participant exceeds the number of Common Shares
and Units then owned by the Participant. Participants eligible to make
optional cash payments may invest amounts in excess of the $25,000 limit
with the prior approval of the Company. Requests for such prior approval
should be directed to the Chief Financial Officer of the Company.
THERE IS NO OBLIGATION TO USE, NOR ANY PENALTY FOR NOT USING, THE
OPTIONAL CASH PAYMENT FEATURE OF THE PLAN. PARTICIPANTS WHO ELECT TO
UTILIZE THIS FEATURE NEED NOT MAKE A PAYMENT EACH MONTH, AND NEED NOT SEND
THE SAME AMOUNT OF MONEY IN EACH PAYMENT.
14. When will optional cash payments received by the Plan Administrator be
invested?
Optional cash payments will be invested monthly on or about the
cash investment date (the "Cash Investment Date"). In each month in
which the Company pays a dividend on the Common Shares, the Cash
Investment Date will be the same date as the Reinvestment Date. In each
month in which the Company does not pay a dividend, the Cash Investment
Date will be the tenth day of the month or, if that day is not a Trading
Day, the preceding Trading Day. If the Plan Administrator purchases
shares directly from the Company, the purchase of shares will occur on
or about the applicable Cash Investment Date. If Common Shares are to
be purchased in the open market, the Plan Administrator will make such
purchases as soon as possible on or after the applicable Cash Investment
Date, in all events within 30 days after that date, and on terms and at
prices determined by the Plan Administrator. To be invested on an
upcoming Cash Investment Date, optional cash payments must be received
by the Plan Administrator no later than five Trading Days prior to that
Cash Investment Date. Late payments will be invested on the next
subsequent Cash Investment Date.
NO INTEREST WILL BE PAID BY THE COMPANY OR THE PLAN ADMINISTRATOR ON
ANY OPTIONAL CASH DEPOSITS HELD PENDING INVESTMENT.
15. May optional cash payments be returned to a Participant?
Yes. Upon written request received by the Plan Administrator at least
two business days prior to the Cash Investment Date on which a
Participant's optional cash payment would otherwise be invested, optional
cash payments will be returned to the Participant. OPTIONAL CASH PAYMENTS
WILL BE RETURNED WITHOUT INTEREST.
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PURCHASES
16. What will be the price of Common Shares purchased under the Plan?
The price per Common Share purchased from the Company under the
Plan will be equal to 95% of the closing price of the Common Shares as
reported on the New York Stock Exchange (or other relevant trading
market) on the applicable Reinvestment Date or Cash Investment Date,
unless that day is not a Trading Day, in which case the purchase price
will be equal to 95% of the closing price on the preceding Trading Day.
In the event that the Plan Administrator purchases shares in the
open market rather than from the Company, the price per Common Share
purchased under the Plan will be equal to 95% of the weighted average
price per share of all Common Shares purchased by the Plan Administrator
for the applicable Reinvestment Date or Cash Investment Date. The
average price per share of all Common Shares purchased in the open
market will include a pro rata portion of all brokerage and related
costs incurred in connection with the open market purchases. See the
discussion in Question 18.
The Company could, at any time, reduce or eliminate the discount
without prior notice to Participants for any reason, including the
Company's belief that Participants were engaging in positioning and other
transactions with the intent to purchase Common Shares under the Plan and
then immediately resell such Common Shares in order to capture the
discount. Any Participants who engage in such positioning or other
transactions may be deemed to be underwriters within the meaning of Section
2(11) of the Securities Act of 1933, as amended.
17. How will the number of Common Shares purchased for a Participant be
determined?
A Participant's account in the Plan will be credited, on each
Reinvestment Date and Cash Investment Date, with that number of Common
Shares, plus fractional share interests computed to three decimal
places, equal to the total amount of cash to be invested on behalf of
the Participant on that date divided by the discounted purchase price
per Common Share for that date. The total amount of cash to be invested
will depend on the amount of any dividends or distributions paid on the
number of Participating Shares or Participating Units designated by the
Participant and the amount of optional cash payments (if any) made by
the Participant.
COSTS
18. Are there any expenses to Participants in connection with their
participation in the Plan?
Because of restrictions imposed on the Company by provisions of the
Internal Revenue Code applicable to real estate investment trusts, the
Company is not able to sell its Common Shares at a discount of more than
five percent. These restrictions also require that brokerage
commissions and related charges be treated as part of the discount if
those charges are paid by the Company. Accordingly, for shares
purchased in the open market, the average price per share of all Common
Shares to which the five percent discount applies will include a pro
rata portion of all brokerage and related costs, so that the overall
discount to Participants will not exceed five percent. No brokerage
commissions will be incurred in connection with purchases of Common
Shares directly from the Company. (To date, all purchases under the
Plan have been made directly from the Company.) All other costs of
administration of the Plan will be paid by the Company (and reimbursed
to the Company by the Operating Partnership).
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However, Participants who request that the Plan Administrator sell their
shares or fractional share interests must pay any related brokerage
commissions and transfer taxes.
REPORTS TO PARTICIPANTS
19. What kinds of reports will be sent to Participants?
As soon as practical after each purchase of Common Shares on behalf of
a Participant, a statement of account will be mailed to such Participant.
These statements, which provide a record of account activity and account
balance and indicate the cost of such Participant's purchases under the
Plan, should be retained for tax purposes. In addition, each Participant
will receive, from time to time, communications sent to every other holder
of Common Shares.
Each Participant will receive annually Internal Revenue Service
information (on Form 1099) for reporting dividend income received.
CUSTODIAL SERVICE
20. May Participants deposit their Common Shares with the Plan Administrator?
Yes. Participants have the option of delivering to the Plan
Administrator for safekeeping share certificates representing their Common
Shares. Participants may deliver their certificates to the Plan
Administrator along with the Authorization Card when enrolling in the Plan,
or may do so at any time thereafter while participating in the Plan. Share
certificates must be endorsed by, or accompanied by an appropriate
instrument of transfer executed by, the Participant (or his authorized
representative) when delivered to the Plan Administrator for safekeeping.
The number of Common Shares represented by share certificates delivered by
a Participant to the Plan Administrator for safekeeping will be credited to
a Participant's Plan account. The Plan Administrator may maintain shares
represented by such share certificates in its name or in the name of its
nominee. The Plan Administrator will not provide such services with
respect to Unit certificates or interests.
CERTIFICATES FOR SHARES
21. Will certificates be issued to Participants for Common Shares purchased
under the Plan?
No. Common Shares purchased under the Plan will be credited to a
Participant's Plan account and will be held in the name of the Plan
Administrator or its nominee. This service protects against loss, theft or
destruction of share certificates evidencing Common Shares purchased under
the Plan. However, share certificates will be issued to any Participant
upon written request.
22. How may a Participant obtain a certificate representing Common Shares held
in his or her Plan account?
Shares held in a Participant's Plan account may be withdrawn by a
Participant by notifying the Plan Administrator in writing or by calling
the Plan Administrator at the number listed in Question 6, specifying the
number of shares to be withdrawn. The Plan Administrator will process a
request for withdrawal within five days of receipt. A share certificate
for the number of whole shares so withdrawn will be issued to the
Participant. A certificate will not be issued for any fractional share
interest credited to a Participant's Plan account. Instead, a Participant
will receive a check for the value of any fractional share
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interest, based upon the then current market price of the Common Shares,
less any related brokerage commissions or transfer taxes.
23. Will dividends on shares delivered to a Participant by the Plan
Administrator continue to be invested?
If the Participant who is a shareholder has authorized "Full
Dividend Investment," cash dividends with respect to shares delivered to
a Participant by the Plan Administrator will continue to be invested.
If, however, cash dividends with respect to only a portion of the Common
Shares registered in a Participant's name or owned by a Participant as
Plan Shares are being invested, the Plan Administrator will continue to
invest dividends on only the number of Participating Shares specified by
the Participant on the Authorization Card unless a new Authorization
Card specifying a different number of Common Shares is delivered to the
Plan Administrator. Similarly, if a Participant who is a unitholder has
authorized the investment of cash distributions with respect to only a
portion of the Units owned by such Participant, the Participant will
continue to receive cash distributions on only the number of Units
specified by the Participant on the Authorization Card unless a new
Authorization Card specifying a different number of Units is delivered
to the Operating Partnership.
SALE OF PLAN SHARES
24. May Plan Shares be sold through the Plan Administrator?
A Participant may instruct the Plan Administrator to sell any or all
of the whole Common Shares held in such Participant's Plan account. The
instruction to sell must specify the number of shares to be sold (not a
dollar amount to be raised) and, in the case of a request to sell submitted
on behalf of a Participant who has died or is an adjudicated incompetent,
must be accompanied by certified evidence of the representative's authority
to request a sale of the Participant's shares. A Participant may not
direct the date on which or the price at which shares held in such
Participant's account may be sold. A withdrawal/termination form for this
purpose is provided on the reverse side of each account statement sent to
Participants.
Within five Trading Days following receipt of written instructions to
sell, the Common Shares held in the Participant's account will be sold at
the prevailing market price, and the proceeds of sale, less applicable
brokerage commissions and transfer taxes, will be remitted to the
Participant or the Participant's representative.
TERMINATION OF PARTICIPATION IN THE PLAN
25. How and when may a Participant terminate participation in the Plan?
Participation in the Plan may be terminated at any time by
providing written notice to the Plan Administrator or, if applicable,
the Operating Partnership. Participants who participate in the
dividend/distribution investment feature of the Plan must provide such
notice at least two business days before the next dividend or
distribution record date. Participation in the Plan will also be
terminated if the Plan Administrator or, if applicable, the Operating
Partnership receives written notice from the trustee or executor of a
Participant's estate of the death or adjudicated incompetency of the
Participant at least two business days before the next record date for a
dividend or distribution payment. In the event written notice of
termination, death or adjudicated incompetency is received by the Plan
Administrator or, if applicable, the Operating Partnership, less than
two business days before the next dividend or distribution record date,
Common Shares will be purchased for the Participant with the related
cash dividend or cash distribution, and
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participation in the Plan will not terminate until after such investment
has occurred. Upon termination by reason of notice of death or
adjudicated incompetency, the Participant's shares and any cash
dividends paid thereon will be retained by the Plan Administrator until
such time as the Participant's legal representative has been appointed
and has furnished proof satisfactory to the Plan Administrator or, if
applicable, the Operating Partnership, of the legal representative's
rights to receive payment.
Upon termination of participation in the Plan, unless a Participant
has requested that some or all of the shares held in his or her account be
sold, the Plan Administrator will send such Participant a share certificate
for the number of whole Common Shares in such Participant's account and a
check in an amount equal to the value of any fractional share interest,
based upon the then current market price of the Common Shares, less any
related brokerage commissions or transfer taxes.
In addition, participation in the Plan will be automatically
terminated as to any Participant who holds no shares in his or her Plan
account and has no Common Shares registered in his or her own name. In the
event that a Participant's participation in the Plan is terminated for this
reason, the Plan Administrator will send such Participant a check in an
amount equal to the value of any fractional share interest credited to such
Participant's Plan account, based upon the then current market price of the
Common Shares, less any related brokerage commissions or transfer taxes.
RIGHTS OFFERINGS, SHARE DIVIDENDS AND SHARE SPLITS
26. If the Company has a rights offering, how will participation in the rights
offering be handled for Participants?
Participation in any rights offering will be based upon Common Shares
registered in a Participant's name or held in a Participant's Plan account,
but not on fractional share interests credited to a Participant's Plan
account.
27. What happens if the Company issues a dividend payable in shares or declares
a share split?
Any share dividends or split shares distributed by the Company on its
Common Shares will be credited PRO RATA to each Participant's Plan account
based on the number of shares held in the Participant's Plan account.
Share dividends or split shares distributed on Common Shares registered
in a Participant's name will be mailed directly to the Participant.
VOTING RIGHTS
28. How will the Plan Administrator vote Plan Shares at shareholders' meetings?
For each meeting of shareholders, a Participant will receive proxy
materials that will enable the Participant to vote Plan Shares.
Alternatively, a Participant may vote such shares in person at the
shareholders' meeting. Fractional share interests credited to a
Participant's account may not be voted by proxy or in person.
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FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS
The following summary is based upon an interpretation of current
federal tax law. THE INCOME TAX TREATMENT OF PARTICIPANTS IN THE PLAN
WHO ARE UNITHOLDERS IS UNCLEAR, BECAUSE, UNLIKE WITH COMMON SHARES,
THERE IS NO LEGAL AUTHORITY DIRECTLY ON POINT AS TO THE TREATMENT OF
THIS TYPE OF PLAN FOR A PARTNER IN A PARTNERSHIP. (SEE THE DISCUSSION
BELOW). Participants should consult their own tax advisors to determine
particular tax consequences, including state income tax (and non-income
tax, such as transfer tax) consequences, which vary from state to state,
that may result from participation in the Plan and subsequent
disposition of shares acquired pursuant to the Plan. Income tax
consequences to Participants residing outside the United States will
vary from jurisdiction to jurisdiction.
29. What are the income tax consequences for shareholders of participation in
the Plan?
In the case of Common Shares purchased by the Plan Administrator
from the Company, a shareholder will be treated for federal income tax
purposes as having received a distribution (with respect to Common
Shares) equal to the fair market value on the Reinvestment Date of the
Common Shares credited to the shareholder's Plan account. The amount of
the dividend will exceed the amount of cash otherwise distributable to
the shareholder because the fair market value of the Common Shares on
the Reinvestment Date will exceed the actual purchase price of the
Common Shares purchased from the Company due to the 5% discount on the
fair market value of the Common Shares, as described under Question 16.
In the case of Common Shares purchased by the Plan Administrator on
the open market, a shareholder will be treated for federal income tax
purposes as having received a distribution equal to the price paid by
the Plan Administrator for the Common Shares (including brokerage and
related costs), which will exceed the amount of cash otherwise
distributable to the shareholder, due to the 5% discount on the price
paid by the Plan Administrator.
Any cash distribution to a shareholder which is not invested
through the Plan simply will be treated as cash distribution for federal
income tax purposes.
In the case of Common Shares purchased by the Plan Administrator
from the Company pursuant to the optional cash payment feature of the
Plan, a shareholder will be treated for federal income tax purposes as
having received a distribution (with respect to Common Shares) equal to
the fair market value on the Cash Investment Date of the Common Shares
credited to the shareholder's Plan account LESS the amount paid by the
shareholder for the Common Shares. The fair market value of the Common
Shares on the Cash Investment Date will exceed the actual purchase price
of the Common Shares purchased from the Company due to the 5% discount
on the fair market value of the Common Shares.
In the case of Common Shares purchased by the Plan Administrator on
the open market pursuant to the optional cash payment feature of the
Plan, a shareholder will be treated for federal income tax purposes as
having received a distribution equal to the 5% discount on the price
paid (which includes brokerage and related costs) by the Plan
Administrator for the Common Shares.
Any distribution described above will be treated for federal income
tax purposes as a dividend to the extent the Company has current or
accumulated earnings and profits. Distributions in excess of current or
accumulated earnings and profits will not be taxable to a shareholder to
the extent that such distributions do not exceed the adjusted basis of
the shareholder's Common Shares. To the extent such distributions
exceed the adjusted basis of a shareholder's Common Shares, they will be
included in income as a capital gain if the
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Common Share has been held by the shareholder as a capital asset and
will be either long or short term depending on whether the shareholder's
holding period for his Common Share is or is not more than one year.
30. What are the income tax consequences for unitholders of participation in
the Plan?
The income tax treatment of unitholders who participate in the Plan
is unclear because, unlike with a stock dividend reinvestment plan,
there is no clear legal authority regarding the income tax treatment of
a limited partner in a partnership who invests cash distributions from
the partnership in stock of another entity that is a partner in the
partnership. The following, however, sets forth the Company's view of
the likely tax treatment of unitholders who participate in the Plan, and
absent the promulgation of authority to the contrary, the Company and
the Operating Partnership intend to report the tax consequences of a
unitholder's participation in a manner consistent with the following.
In the case of Common Shares purchased by the Plan Administrator
from the Company, whether through the investment of a unitholder's
distribution or through an optional cash payment by a unitholder, a
unitholder likely will be treated for federal income tax purposes as having
received a cash distribution (in addition to the invested distribution,
if applicable) from the Operating Partnership equal to the fair market
value on the Reinvestment Date or Cash Investment Date, respectively, of
the Common Shares credited to the unitholder's account LESS the amount
of cash paid by the unitholder for the Common Shares (i.e., the amount
of the cash distribution or the optional cash payment), if any. The
fair market value of the Common Shares on the Reinvestment Date or the
Cash Investment Date will exceed the purchase price of the Common Shares
purchased from the Company due to the 5% discount on the fair market
value of the Common Shares.
In the case of Common Shares purchased by the Plan Administrator on
the open market pursuant to a unitholder's distribution or the optional
cash payment feature of the Plan, a unitholder likely will be treated
for federal income tax purposes as having received a cash distribution
(in addition to the invested distribution, if applicable) from the
Operating Partnership equal to the 5% discount on the price paid (which
includes brokerage and related costs) by the Plan Administrator for the
Common Shares.
A cash distribution from the Operating Partnership will reduce a
unitholder's basis in his Units by the amount distributed. Cash
distributed to a unitholder in excess of his basis in his Units
generally will be taxable as capital gain, either long- or short-term,
depending on whether the unitholder's holding period for his Units is or
is not more than one year. However, under Section 751(b) of the Code,
to the extent a distribution is considered to be in exchange for a
unitholder's interest in substantially appreciated inventory items or
unrealized receivables of the Operating Partnership, that unitholder may
recognize ordinary income rather than a capital gain.
31. What are the income tax consequences for Participants upon the receipt of
certificates?
A Participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the Participant's account,
either upon the Participant's request for certain of those shares or
upon termination of participation in the Plan. A Participant will
realize gain or loss upon the sale or exchange of shares acquired under
the Plan. A Participant will also realize gain or loss upon receipt,
following termination of participation in the Plan, of a cash payment
for any fractional share interest credited to the Participant's account.
The amount of any such gain or loss will be the difference between the
amount that the Participant received for the shares or fractional share
interest and the tax basis therefor.
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32. How are income tax withholding provisions applied to unitholders and
shareholders who participate in the Plan?
If a Participant fails to provide certain federal income tax
certifications in the manner required by law, any cash dividends on
Common Shares (including cash dividends that are reinvested), proceeds
from the sale of fractional share interests and proceeds from the sale
of shares held for the Participant's account will be subject to federal
income tax withholding at the rate of 31%. If withholding is required
for any reason, the appropriate amount of tax will be withheld. Certain
shareholders (including most corporations) are, however, exempt from the
above withholding requirements.
If a Participant is a foreign shareholder whose dividends are
subject to federal income tax withholding at the 30% rate (or a lower
treaty rate), the appropriate amount will be withheld and the balance in
shares will be credited to such Participant's account.
RESPONSIBILITY OF THE COMPANY AND THE PLAN ADMINISTRATOR
33. What are the responsibilities of the Company and the Plan Administrator
under the Plan?
The Company is responsible for interpreting the Plan. Any questions
of interpretation arising under the Plan will be determined by the Company,
and any such determination will be final. The Company may adopt rules and
regulations to facilitate the administration of the Plan. The terms and
conditions of the Plan and its operation will be governed by the laws of
the State of Alabama. Neither the Company, the Operating Partnership nor
the Plan Administrator 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 timely receipt by the Plan
Administrator of written notice of such death, (b) with respect to the
prices at which Common Shares are purchased or sold for the Participant's
account or the times at which such purchases or sales are made or (c) with
respect to fluctuations in the market value of the Common Shares before or
after any purchase or sale of Common Shares.
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SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
34. May the Plan be suspended, modified or terminated?
The Company may suspend or terminate the Plan at any time, including
during the period between a record date and the related Investment Date.
Participants will be notified of any such suspension or termination. The
Company also may make modifications to the Plan and, in such event, will
provide Participants with a copy of any material modification. Upon
termination of the Plan, a share certificate for whole shares credited to
each Participant's Plan account will be issued, and a cash payment will be
made for any fractional share interest credited to each such account,
unless the Company terminates the Plan for the purpose of establishing
another dividend reinvestment plan, in which case Participants will be
automatically enrolled in such other plan, and shares credited to their
Plan accounts will be credited automatically to such other plan.
The Company and the Plan Administrator may terminate any Participant's
participation in the Plan at any time for any reason.
OTHER INFORMATION
35. How may Participants obtain answers to questions concerning their Plan
accounts?
Questions concerning Plan accounts should be addressed to the Plan
Administrator at the address and telephone number provided in Question 6.
36. How may shareholders obtain answers to other questions regarding the
Company or the Plan?
Questions concerning the Company or the Plan should be directed to:
Colonial Properties Trust
Attention: Investor Relations
2101 Sixth Avenue North, Suite 750
Birmingham, Alabama 35203
Telephone number: (205) 250-8700
37. Who bears the risk of market fluctuations in the Common Shares?
A Participant's investment in shares held in his or her Plan account
is no different than his or her investment in directly held shares in this
regard. Each Participant bears all risk of loss that may result from
market fluctuations in the price of Common Shares.
Neither the Company nor the Plan Administrator can guarantee that
Common Shares purchased under the Plan will, at any particular time, be
worth more or less than their purchase price.
USE OF PROCEEDS
Any proceeds received by the Company upon the Plan Administrator's
purchase of Common Shares directly from the Company will be used to acquire a
corresponding number of Units from the Operating Partnership, which will use
such proceeds for general business purposes. The Company has no basis for
estimating either the number of Common Shares that will be sold directly
17
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by the Company pursuant to the Plan or the prices at which such Common Shares
will be sold. The Company will not receive any proceeds from purchases of
Common Shares by the Plan Administrator in the open market.
EXPERTS
The Consolidated and Combined Statements of Operations, Balance
Sheets, Statements of Shareholders' Equity and Statements of Cash Flows and
Schedules of the Company for each of the years ended December 31, 1993, 1994 and
1995 have been incorporated herein by reference in reliance on the reports of
Coopers & Lybrand L.L.P., independent certified public accountants, also
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
LEGAL MATTERS
The validity of the Common Shares offered hereby has been passed upon
for the Company by its counsel, Hogan & Hartson L.L.P., Washington, D.C. Hogan
& Hartson L.L.P. will rely on the opinion of Sirote & Permutt P.C., Birmingham,
Alabama, as to matters of Alabama law.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part) on
Form S-3 under the Securities Act with respect to the securities offered hereby.
This Prospectus does not contain all the information set forth in the
Registration Statement, certain portions of which have been omitted as permitted
by the rules and regulations of the Commission. Statements contained in this
Prospectus as to the content of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference and the
exhibits and schedules hereto. For further information regarding the Company
and the Common Shares offered hereby, reference is hereby made to the
Registration Statement and such exhibits and schedules.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The Company has filed
reports and other information with the Commission and is subject to the periodic
reporting and informational requirements of the Exchange Act. The Registration
Statement, the exhibits and schedules forming a part thereof as well as such
reports and other information filed by the Company with the Commission can be
inspected and copies obtained from the Commission at Room 1204, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the following regional
offices of the Commission: 7 World Trade Center, 13th Floor, New York, New York
10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. In addition, the Company's Common Shares are listed on the New York
Stock Exchange ("NYSE"), and similar information concerning the Company can be
inspected and copied at the offices of the NYSE, 20 Broad Street, New York, New
York 10005.
The Company furnishes its shareholders with annual reports containing
consolidated financial statements audited by its independent certified public
accountants and with quarterly
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reports containing unaudited condensed consolidated financial statements for
each of the first three quarters of each fiscal year.
INCORPORATION BY REFERENCE
The documents listed below have been filed by the Company under the
Exchange Act with the Commission and are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (the "10-K");
(b) the Company's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1996 and June 30, 1996; and
(c) the description of the Company's Common Shares contained in
the Company's Registration Statement on Form S-11 dated July 13, 1993,
No. 33-65954 and incorporated by reference in the Company's Form 8-A
dated September 20, 1993 and in the Company's proxy statement dated
September 1, 1995.
All documents filed by the Company subsequent to the date of this
Prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
prior to termination of the offering of the Common Shares to which this
Prospectus relates shall be deemed to be incorporated by reference in this
Prospectus and shall be part hereof from the date of filing of such document.
Any statement contained herein or 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
contained in this Prospectus (in the case of a statement in a previously filed
document incorporated or deemed to be incorporated by reference 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 provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference in such documents).
Written or telephonic requests for such copies should be directed to: Chief
Financial Officer, Colonial Properties Trust, 2101 Sixth Avenue North,
Suite 750, Birmingham, Alabama 35203, telephone number (205) 250-8700.
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH ANY OFFERING TO BE MADE BY THE
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES, IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL
TO MAKE ANY SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
--------------
TABLE OF CONTENTS
Page
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DESCRIPTION OF THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Advantages and Disadvantages to Participants. . . . . . . . . . . . . 5
Administration. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Participation by Shareholders and Unitholders . . . . . . . . . . . . 6
Optional Cash Investments . . . . . . . . . . . . . . . . . . . . . . 8
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Reports to Participants . . . . . . . . . . . . . . . . . . . . . . . 11
Custodial Service . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Certificates for Shares . . . . . . . . . . . . . . . . . . . . . . . 11
Sale of Plan Shares . . . . . . . . . . . . . . . . . . . . . . . . . 12
Termination of Participation in the Plan. . . . . . . . . . . . . . . 12
Rights Offerings, Share Dividends and Share Splits. . . . . . . . . . 13
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Federal Income Tax Consequences to Participants . . . . . . . . . . . 14
Responsibility of the Company and the Plan Administrator. . . . . . . 16
Suspension, Modification or Termination of the Plan . . . . . . . . . 17
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . 17
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . 19
COLONIAL PROPERTIES TRUST
600,000 COMMON SHARES
OF BENEFICIAL INTEREST
($.01 Par Value)
-----------------------------------
PROSPECTUS
-----------------------------------
DIVIDEND REINVESTMENT AND
SHARE PURCHASE PLAN
September ___, 1996
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF TRUSTEES AND OFFICERS
Under the Alabama Real Estate Investment Trust Act of 1995 (the "Alabama
REIT law"), a real estate investment trust formed in Alabama is permitted to
eliminate, by provision in its declaration of trust, the liability of trustees
and officers to the trust and its shareholders for money damages except for
liability resulting from (a) actual receipt of an improper benefit or profit in
money, property or services or (b) acts or omissions established by a final
judgment as involving active and deliberate dishonesty and being material to the
matter giving rise to the proceeding. The Company's Declaration of Trust
includes such a provision eliminating such liability to the maximum extent
permitted by the Alabama REIT law.
The Alabama REIT law permits an Alabama real estate investment trust to
indemnify and advance expenses to its trustees, officers, employees and agents
to the same extent as permitted by Sections 10-2B-8.50 to 10-2B-8.58, inclusive,
of the Code of Alabama, 1975 (the "Alabama Corporate Code") for directors and
officers of Alabama corporations. In accordance with the Alabama Corporate
Code, the Company's Bylaws require it to indemnify (a) any present or former
trustee, officer or shareholder or any individual who, while a trustee, officer
or shareholder, served or is serving as a trustee, officer, director,
shareholder or partner of another entity at the Company's express request who
has been successful, on the merits or otherwise, in the defense of a proceeding
to which he was made a party by reason of service in such capacity, against
reasonable expenses incurred by him in connection with the proceeding, (b) any
present or former trustee or officer or any individual who, while a trustee or
officer served or is serving as a trustee, officer, director, shareholder or
partner of another entity at the Company's express request, who is made a party
to a proceeding by reason of service in such capacity, against reasonable
expenses incurred by him in connection with the proceeding if (i) he conducted
himself in good faith, (ii) he reasonably believed (A) in the case of conduct in
his official capacity with the Company, that the conduct was in the Company's
best interest and (B) in all other cases, that the conduct was at least not
opposed to its best interests, and (iii) in the case of any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful; PROVIDED,
HOWEVER, that the indemnification provided for in this clause (b) will not be
available if it is established that (1) in connection with a proceeding by or in
the right of the Company, he was adjudged liable to the Company, or (2) in
connection with any other proceeding charging improper personal benefit to him,
whether or not involving action in his official capacity, he was adjudged liable
on the basis that personal benefit was improperly received by him, and (c) any
present or former shareholder or any individual who, while a trustee, officer or
shareholder, served or is serving as a trustee, officer, director, shareholder
or partner of another entity at the Company's express request against any claim
or liability to which he may become subject by reason of such status. In
addition, the Company's Bylaws require the Company to pay or reimburse, in
advance of final disposition of a proceeding, reasonable expenses incurred by a
trustee, officer or shareholder or former trustee, officer or shareholder made a
party to a proceeding by reason of such status; PROVIDED, that in the case of a
trustee or officer, (i) the Company shall have received a written affirmation by
the trustee or officer of his good faith belief that he has met the applicable
standard of conduct necessary for indemnification by the Company as authorized
by the Bylaws, (ii) the Company shall have received a written undertaking by or
on his behalf to repay the amount paid or reimbursed by the Company if it shall
ultimately be determined that the applicable standard of conduct was not met and
(iii) a determination shall have been made, in accordance with Section 8.55 of
the Alabama Corporate Code, that the facts then known to those making the
determination would not preclude indemnification under the provisions of the
Bylaws. The Company may, with the approval of the trustees, provide such
indemnification and payment or reimbursement of expenses to any trustee, officer
or shareholder or any former trustee, officer or
II-1
<PAGE>
shareholder who served a predecessor of the Company and to any employee or agent
of the Company or a predecessor of the Company.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to trustees and officers of the Company pursuant to the
foregoing provisions or otherwise, the Company has been advised that, although
the validity and scope of the governing statute have not been tested in court,
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. In addition, indemnification may be limited by state securities
laws. In the event that a claim for indemnification against such liabilities
(other than payment by the registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, officer or controlling person
in connection with the Common Shares being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.
ITEM 16. EXHIBITS
The following are exhibits filed herewith as part of this Registration
Statement:
Number Description
------ -----------
4.1 Declaration of Trust of the Company. Incorporated by
reference to Exhibit 4.1 to the Company's Post-Effective
Amendment No. 1 to Registration Statement on Form S-3,
No. 33-89612 filed on December 21, 1995.
4.2 Bylaws of the Company. Incorporated by reference to
Exhibit 4.2 to the Company's Post-Effective Amendment No. 1
to Registration Statement on Form S-3, No. 33-89612 filed on
December 21, 1995.
5.1* Opinion of Hogan & Hartson L.L.P. regarding the legality of
the Common Shares being registered
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Awareness letter of Coopers & Lybrand L.L.P.
23.3 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5)
24 Power of Attorney. (See signature page).
99 Form of Authorization Card. Incorporated by reference to
Exhibit 99 to the Company's Registration Statement on Form
S-3, No. 33-91070, filed on April 11, 1995.
*To be filed by Amendment
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
II-2
<PAGE>
(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 end 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 a 20% 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 the registration statement
or any material change to such information in this registration
statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the Common Shares offered herein, and
the offering of such Common Shares 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 Common Shares being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes further 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 section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the Common Shares offered herein, and the offering of such Common
Shares at that time shall be deemed to be the initial BONA FIDE offering
thereof; and insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by any trustee, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted against the registrant by such trustee, officer
or controlling person in connection with the Common Shares being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the 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 Post-Effective
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham, State of
Alabama on September 6, 1996.
Colonial Properties Trust
By: /s/ Thomas H. Lowder
---------------------------------------
Thomas H. Lowder
President, Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Thomas H. Lowder President, Chief Executive September 6, 1996
- ------------------------ Officer and Chairman of the
Thomas H. Lowder Board
/s/ Douglas B. Nunnelley Senior Vice President and September 6, 1996
- ------------------------ Chief Financial Officer
Douglas B. Nunnelley (Principal Financial Officer)
* Vice President and Controller September 6, 1996
- ------------------------ (Principal Accounting Officer)
Kenneth E. Howell
* Trustee September 6, 1996
- -----------------------
James K. Lowder
* Trustee September 6, 1996
- -----------------------
Carl F. Bailey
* Trustee September 6, 1996
- -----------------------
M. Miller Gorrie
<PAGE>
* Trustee September 6, 1996
- -----------------------
Donald T. Senterfitt
* Trustee September 6, 1996
- -----------------------
Claude B. Nielsen
* Trustee September 6, 1996
- -----------------------
Harold W. Ripps
* Trustee September 6, 1996
- -----------------------
Herbert A. Meisler
* Thomas H. Lowder, by signing his name hereto, does sign this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons and filed with the Securities and Exchange Commission.
/s/ Thomas H. Lowder
- ------------------------------
Thomas H. Lowder
ATTORNEY-IN-FACT
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------ ----------- ----
4.1 -- Declaration of Trust of the Company.
Incorporated by reference to Exhibit 4.1 to
the Company's Post-Effective Amendment No. 1
to Registration Statement on Form S-3, No. 33-89612
4.2 -- Bylaws of the Company. Incorporated by
reference to Exhibit 4.2 to the Company's Post-
Effective Amendment No. 1 to Form S-3,
No. 33-89612.
5.1* -- Opinion of Hogan & Hartson L.L.P.,
regarding the legality of the Common Shares
being registered
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Awareness letter of Coopers & Lybrand L.L.P.
23.3 -- Consent of Hogan & Hartson L.L.P.
(included in Exhibit 5.1)
24 -- Power of Attorney. (See signature page).
99 -- Form of Authorization Card. Incorporated
by reference to Exhibit 99 to the Company's
Registration Statement on Form S-3, No. 33-91070,
filed on April 11, 1995.
*To be filed by Amendment.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Colonial Properties Trust on Form S-3 of our report, dated January 23,
1996, on our audits of the consolidated and combined financial statements and
financial statement schedules of Colonial Properties Trust as of December 31,
1995 and 1994, and for the years ended December 31, 1995, 1994, and 1993
which report is included in the 1995 Annual Report incorporated by reference
on Form 10-K, as amended. We also consent to the reference to our firm under
the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
September 5, 1996
<PAGE>
Exhibit 23.2
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Colonial Properties Trust
(File No. 33-91070)
Registration on Form S-3
We are aware that our reports dated April 20, 1996 and July 23, 1996 on our
reviews of interim financial information of Colonial Properties Trust for the
periods ended March 31, 1996 and June 30, 1996, respectively, and included in
the Company's quarterly reports on Form 10-Q for the quarters then ended, are
incorporated by reference in this registration statement on Form S-3.
Pursuant to Rule 436(c) under the Securities Act of 1933, these reports
should not be considered a part of the registration statement prepared or
certified by us within the meaning of Sections 7 and 11 of that Act.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
September 5, 1996
