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As Filed With The Securities and Exchange Commission on October 8, 1996
Registration No. 33-91070
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
COLONIAL PROPERTIES TRUST
(Exact name of Registrant as specified in its governing instrument)
Alabama
(State or Other Jurisdiction of Incorporation or
Organization)
59-7007599
I.R.S. Employer Identification No.)
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)
________________________
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)
________________________
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
________________________
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
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.
------------------------
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 October 8, 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 69 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 September 30, 1996 owns 19 retail
properties containing a total of approximately 5.0 million square feet of retail
space (the "Retail Properties"), 40 multifamily apartment communities containing
a total of 13,401 apartment units (the "Multifamily Properties"), ten 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 September
30, 1996, holds approximately 67.7% 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 570 employees at September
30, 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.
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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:
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."
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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.
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.
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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.
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 should communicate with their broker,
bank or other nominee for information regarding how to do so. 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
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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.
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.
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(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.
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 invested 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.
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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 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?
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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.
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
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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). 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
10
<PAGE>
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 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, transfer taxes, and a nominal administrative fee ($10 as of the
date of this Prospectus) 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
11
<PAGE>
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 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.
12
<PAGE>
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 Common Share has been held by the shareholder as a capital asset and will
be either long or
13
<PAGE>
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.
14
<PAGE>
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.
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.
15
<PAGE>
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 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.
16
<PAGE>
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 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.
17
<PAGE>
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.
18
<PAGE>
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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
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
THE COMPANY...................................... 2
DESCRIPTION OF THE PLAN.......................... 3
The Plan....................................... 3
Purpose........................................ 3
Eligibility.................................... 3
Advantages and Disadvantages to Participants... 4
Administration................................. 5
Participation by Shareholders and
Unitholders.................................. 5
Optional Cash Investments...................... 8
Purchases...................................... 9
Costs.......................................... 9
Reports to Participants........................ 10
Custodial Service.............................. 10
Certificates for Shares........................ 10
Sale of Plan Shares............................ 11
Termination of Participation in the Plan....... 11
Rights Offerings, Share Dividends and Share
Splits....................................... 12
Voting Rights.................................. 12
Federal Income Tax Consequences to
Participants................................. 13
Responsibility of the Company and the Plan
Administrator................................ 15
Suspension, Modification or Termination of the
Plan......................................... 15
Other Information.............................. 16
USE OF PROCEEDS.................................. 16
EXPERTS.......................................... 16
LEGAL MATTERS.................................... 16
AVAILABLE INFORMATION............................ 17
INCORPORATION BY REFERENCE....................... 17
</TABLE>
COLONIAL PROPERTIES TRUST
600,000 COMMON SHARES
OF BENEFICIAL INTEREST
($.01 PAR VALUE)
---------------------
PROSPECTUS
---------------------
DIVIDEND REINVESTMENT AND
SHARE PURCHASE PLAN
OCTOBER 8, 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:
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<S> <C>
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 By-laws 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 5.1)
24* Power of Attorney.
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.
</TABLE>
*Previously filed.
II-2
<PAGE>
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:
(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 dividend 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 person 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
II-3
<PAGE>
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-4
<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. 3 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 October 8, 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. 3 to the 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. LOWDER
- ----------------------------------- President, Chief Executive Officer September 8, 1996
Thomas H. Lowder and Chairman of the Board
/S/ DOUGLAS B. NUNNELLEY
- -----------------------------------
Douglas B. Nunnelley Senior Vice President and September 8, 1996
Chief Financial Officer
(Principal Financial Officer)
/S/ KENNETH E. HOWELL
- -----------------------------------
Kenneth E. Howell Vice President and Controller September 8, 1996
(Principal Accounting Officer)
*
- -----------------------------------
James K. Lowder Trustee September 8, 1996
*
- -----------------------------------
Carl F. Bailey Trustee September 8, 1996
*
- -----------------------------------
M. Miller Gorrie Trustee September 8, 1996
<PAGE>
*
- -----------------------------------
Donald T. Senterfitt Trustee September 8, 1996
*
- -----------------------------------
Claude B. Nielsen Trustee September 8, 1996
- -----------------------------------
Harold W. Ripps Trustee September 8, 1996
- -----------------------------------
Herbert A. Meisler Trustee September 8, 1996
</TABLE>
* 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
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------ ----------- ------------
<S> <C> <C>
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 By-laws 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.
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.
</TABLE>
*Previously filed.
<PAGE>
Exhibit 5.1
HOGAN & HARTSON L.L.P.
Columbia Square
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(tel.) 202-637-5600
(fax) 202-637-5910
October 8, 1996
Board of Trustees
Colonial Properties Trust
2101 Sixth Avenue North
Suite 750
Birmingham, Alabama 35203
Ladies and Gentlemen:
We are acting as counsel to Colonial Properties Trust, an Alabama real
estate investment trust (the "COMPANY"), in connection with its registration
statement on Form S-3, as amended (SEC File No. 33-91070) (the "REGISTRATION
STATEMENT") filed with the Securities and Exchange Commission relating to the
proposed public offering of up to 600,000 common shares of beneficial
interest, par value $.01 per share, of the Company, (the "COMMON SHARES")
issuable in connection with the Company's Dividend Reinvestment and Share
Purchase Plan (the "PLAN"). This opinion letter is furnished to you at your
request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with the
Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. A copy of the Plan, as certified by an Assistant Secretary of the
Company on the date hereof as being complete, accurate and in effect.
3. The Declaration of Trust of the Company, as certified by the
Secretary of the State of State of Alabama on October 8, 1996
<PAGE>
and by the Assistant Secretary of the Company on the date hereof as
then being complete, accurate and in effect.
4. The Bylaws of the Company, as certified by the Assistant Secretary
of the Company on the date hereof as then being complete, accurate and in
effect.
5. Resolutions of the Board of Trustees of the Company adopted on October
27, 1994, April 25, 1995 and April 25, 1996, as certified by the Assistant
Secretary of the Company on the date hereof as then being complete, accurate
and in effect, relating to the adoption of the Plan, the amendment of the
Plan and the authorization of the issuance of the Common Shares under the Plan.
We have not, except as specifically identified above, made any
independent review or investigation of factual or other matters, including
the organization, existence, good standing, assets, business or affairs of
the Company. In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the accuracy and completeness of all documents submitted to us, the
authenticity of all original documents and the conformity to authentic
original documents of all documents submitted to us as copies (including
telecopies). We also have assumed the accuracy, completeness and
authenticity of the foregoing certifications (of public officials,
governmental agencies and departments, and corporate officers) and statements
of fact, on which we are relying, and have made no independent investigations
thereof. This opinion letter is given, and all statements herein are made,
in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Alabama
Real Estate Investment Trust Act of 1995. We express no opinion herein as to
any other laws, statutes, regulations, or ordinances. In rendering this
opinion letter, we are relying with your approval (without any independent
verification or investigation) upon an opinion letter of Sirote & Permutt,
P.C., special counsel to the Company in the State of Alabama, addressed to
you and of even date herewith, with respect to the matters addressed therein.
Based upon, subject to and limited by the foregoing, we are of the
opinion that the Common Shares, when issued and delivered in the manner and
on the terms described in the Registration Statement and the Plan, will be
validly issued, fully paid and nonassessable.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has
been
<PAGE>
prepared solely for your use in connection with the filing of the
Registration Statement on the date of this opinion letter and should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that
we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
<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 25,
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
October 8, 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
October 8, 1996
