UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event Commission File Number: 1-12358
reported): October 31, 1997
COLONIAL PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Alabama 59-7007599
(State of organization) (IRS Employer
Identification Number)
2101 Sixth Avenue North 35203
Suite 750 (Zip Code)
Birmingham, Alabama
(Address of principal executive offices)
(205) 250-8700
(Registrant's telephone number, including area code)
<PAGE>
COLONIAL PROPERTIES TRUST
Item 5. Other Events
Colonial Properties Trust (the Company), an Alabama real estate investment
trust whose common shares are listed on the New York Stock Exchange under the
symbol CLP, owns and operates commercial real estate through Colonial Realty
Limited Partnership, a Delaware limited partnership and the "Operating
Partnership" of Colonial Properties Trust. Through the Operating Partnership the
Company has acquired one multifamily apartment community in South Carolina, a
portfolio of three retail properties located in Brunswick, Gainesville, and
Valdosta, Georgia (the Georgia Malls), and a portfolio of eight retail
properties located in Burlington, Mount Airy, Greensboro, Yadkinville, and
Locust, North Carolina, Staunton and Abingdon, Virginia, and Chattanooga,
Tennessee (the Retail Portfolio) (the Acquired Properties) since October 30,
1997 (the date of the last Form 8-K filed). In connection with the acquisition
of the Georgia Malls, which was structured as a like-kind exchange, the Company
disposed of four multifamily properties (the Exchanged Properties) totaling
2,096 apartment units. The Company has also acquired the remaining 50% interest
in an office building in Birmingham, Alabama, which houses its corporate
headquarters, and the remaining 13% interest in another office building in
Birmingham. The following is a summary of the material terms of the
transactions.
In accordance with Rule 3-14 of Regulation S-X, financial statements with
respect to the Retail Portfolio are being filed because the Company has already
acquired the properties and the book value of the properties, in the aggregate,
are significant.
Terms of Acquisition
The twelve Acquired Properties total 350 apartment units and 2.9 million square
feet of retail space and were purchased at a combined purchase price of $196.8
million. The acquisitions decrease the Company's multifamily portfolio to 13,631
apartment units (as discussed below), and increase the Company's retail
portfolio to 10.3 million square feet. In connection with the acquisition of two
of the Acquired Properties, the Company assumed existing mortgages totaling $5.7
million. In association with three of the Acquired Properties, the Company
exchanged four multifamily properties totaling 2,096 apartment units valued at
$54.8 million. The remainder of the purchase price of the Acquired Properties
was financed through the issuance of limited partnership units in Colonial
Realty Limited Partnership and advances on the Company's unsecured line of
credit.
Description of Property
Acquired Properties
Caledon Wood--Greenville, South Carolina
On October 31, 1997, the Company acquired Caledon Wood, a 350-unit apartment
complex on approximately 25 acres of land in Greenville, South Carolina. The
community was developed between 1995 and 1996, and was 90% leased at the time of
acquisition. The purchase price of $21.3 million, was financed through an
advance on the Company's unsecured line of credit. The average unit size is
1,049 square feet with average unit market rent of $727 per month.
Page 2
<PAGE>
Georgia Malls--Brunswick, Gainesville, and Valdosta Georgia
On November 4, 1997, the Company acquired the Georgia Malls, which consists of
three retail malls located in Brunswick, Gainesville, and Valdosta, Georgia for
a total purchase price of $97 million. The Georgia Malls contain a total of 1.4
million square feet of gross leasable area. In connection with the acquisition
of the Georgia Malls, the Company sold to a third party four multifamily
properties (Ski Lodge I, Ski Lodge II, Ski Lodge III and Vieux Carre, containing
a total of 2,096 apartment units) for a total sale price of $54.8 million. The
purchaser of the multifamily properties paid the sale price by assuming an
existing mortgage of approximately $10 million and paid the remainder in cash.
The cash portion of the sale price, together with an advance on the Company's
unsecured line of credit, was used to pay the purchase price of the Georgia
Malls.
Retail Portfolio--North Carolina, Tennessee, and Virginia
On November 20, December 1 and December 5, 1997, the Company acquired the Retail
Portfolio, which consists of three enclosed malls located in Staunton, Virginia
and Burlington and Mount Airy, North Carolina and five community shopping
centers located in Abingdon, Virginia, Greensboro, Locust, and Yadkinville,
North Carolina and Chattanooga, Tennessee. The Company acquired the Retail
Portfolio for a total purchase price of $78.5 million. The Retail Portfolio
contains 1.5 million square feet of gross leasable area. The purchase price of
the Retail Portfolio was funded through the assumption of debt totaling $5.7
million, the issuance of 608,545 limited partnership units in Colonial Realty
Limited Partnership, valued at $18.0 million, and an advance on the Company's
unsecured line of credit. In connection with one of the properties in the Retail
Portfolio, the acquisition agreement provides for the Company to make an
additional payment to the seller if certain lease-up conditions are satisfied.
The Company expects to make an additional payment to the seller of approximately
$1.8 million pursuant to this provision.
Other Properties
Colonial Plaza--Birmingham, Alabama
On November 14, 1997, the Company acquired the remaining 50% outside interest in
Colonial Plaza, a 12 story office building in Birmingham, Alabama. The purchase
increased the Company's ownership from a 50% interest to full ownership in the
building, which totals 168,000 square feet. The purchase price of $7.4 million
was financed through the assumption of debt totaling $1.2 million and an advance
on the Company's unsecured line of credit. The building, which was built in
1982, was 100% leased at the time of acquisition.
Riverchase Center--Birmingham, Alabama
On December 9, 1997, the Company acquired the remaining 13% outside interest in
Riverchase Center, an office park comprised of eight one-level buildings in
Birmingham, Alabama. The purchase increased the Company's ownership from an 87%
interest to full ownership in the buildings, which total 306,000 square feet.
The purchase price of $3.4 million was financed through the issuance of 114,798
limited partnership units in Colonial Realty Limited Partnership. The seller is
also a trustee of the Company.
Page 3
<PAGE>
COLONIAL PROPERTIES TRUST
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Page
Combined Historical Summary of Revenues and Direct
Operating Expenses of the Retail Portfolio.....................5
(b) Pro Forma Financial Information................................8
(c) Exhibits
23.1 Letter re: Consent of Independent Accountants...........17
Page 4
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees
Colonial Properties Trust
We have audited the Combined Historical Summary of Revenues and Direct Operating
Expenses of the Retail Portfolio (the Properties) as defined in Note 1 for the
year ended December 31, 1996. This Combined Historical Summary is the
responsibility of the Properties' management. Our responsibility is to express
an opinion on the Combined Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Combined Historical Summary is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the Combined Historical Summary. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the Combined
Historical Summary. We believe our audit provides a reasonable basis for our
opinion.
The accompanying Combined Historical Summary of Revenues and Direct Operating
Expenses was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission for inclusion in the Form
8-K of Colonial Properties Trust, and is not intended to be a complete
presentation of the revenues and expenses of the Retail Portfolio.
In our opinion, the Combined Historical Summary referred to above presents
fairly, in all material respects, the revenues and direct operating expenses of
the Retail Portfolio for the year ended December 31, 1996 in conformity with
generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
November 14, 1997
Page 5
<PAGE>
<TABLE>
THE RETAIL PORTFOLIO
COMBINED HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
---------------------
<CAPTION>
For the
Year Ended
December 31, 1996
-----------------------
Revenues:
<S> <C>
Base and percentage rents $ 8,642,924
CAM reimbursement 2,512,645
Other 55,832
-----------------
11,211,401
-----------------
Direct operating expenses:
General operating expenses 1,291,791
Salaries and benefits 745,879
Repairs and maintenance 725,156
Taxes, licenses, and insurance 751,335
-----------------
3,514,161
-----------------
Excess of revenues over direct
operating expenses $ 7,697,240
=================
<FN>
See Notes to Combined Historical Summary of Revenues and Direct Operating
Expenses.
</FN>
</TABLE>
Page 6
<PAGE>
THE RETAIL PORTFOLIO
NOTES TO COMBINED HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
1. Accounting Policies
Description--The accompanying Combined Historical Summary consists of the
revenues and direct operating expenses of the Retail Portfolio (the
Properties), which consists of eight retail properties located in Virginia,
North Carolina, and Tennessee. Colonial Properties Trust, through Colonial
Realty Limited Partnership, purchased the Properties for a total of
approximately $78.5 million.
Basis of Presentation--The Combined Historical Summary of Revenues and
Direct Operating Expenses includes gross operating revenues, exclusive of
interest income, and direct operating expenses, exclusive of mortgage and
other interest expense, depreciation, amortization, management fees,
non-recurring administrative expenses, and federal, state, and local
income taxes, if any.
Income Recognition--Revenue from rental property is recognized when due
from tenants.
Use of Estimates--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
2. Leasing Operations
Minimum base rentals due in future periods under noncancelable operating
leases extending beyond one year at December 31, 1996, are as follows:
1997 $ 8,366,507
1998 7,984,874
1999 6,821,006
2000 5,620,243
2001 4,632,302
------------
$ 33,424,932
============
Page 7
<PAGE>
COLONIAL PROPERTIES TRUST
PRO FORMA CONSOLIDATED
CONDENSED BALANCE SHEET
September 30, 1997
(Unaudited)
The following unaudited pro forma consolidated condensed balance sheet reflects
significant transactions effected by the Company after September 30, 1997,
including the purchase of the twelve Acquired Properties, and an offering of
preferred securities to the public.
This unaudited pro forma consolidated condensed balance sheet is not necessarily
indicative of the actual financial position of the Company had the transactions
been completed as of September 30, 1997, nor does it purport to represent the
future financial position of the Company. The unaudited pro forma consolidated
condensed balance sheet and related notes should be read in conjunction with the
information appearing in the Company's 1996 Annual Report as filed with the
Securities and Exchange Commission on Form 10-K and with the financial
statements included therein and the notes thereto and with the Company's March
31, 1997, June 30, 1997, and September 30, 1997 Quarterly Reports as filed with
the Securities and Exchange Commission on Form 10-Q and with the financial
statements included therein and the notes thereto. In management's opinion, all
adjustments necessary to reflect the effects of these transactions have been
made.
Page 8
<PAGE>
<TABLE>
Colonial Properties Trust
Pro Forma Consolidated Condensed Balance Sheet
September 30, 1997
(In Thousands)
(Unaudited)
<CAPTION>
Colonial Colonial
Properties Pro Properties
Trust Forma Trust
Historical Adjustments Pro Forma
-------------- ------------ --------------
(A) (B)
ASSETS
<S> <C> <C> <C>
Land, buildings, & equipment, net ..................... $ 1,085,175 $ 172,060 $ 1,257,235
Undeveloped land and construction in progress ......... 93,753 93,753
Cash and equivalents .................................. 3,254 3,254
Restricted cash ....................................... 2,831 2,831
Accounts receivable, net .............................. 5,440 5,440
Prepaid expenses ...................................... 2,947 2,947
Deferred debt and lease costs ......................... 7,014 7,014
Investment in subsidiaries ............................ 5,292 (5,120) 172
Other assets .......................................... 5,420 5,420
----------- ----------- -----------
$ 1,211,126 $ 166,940 $ 1,378,066
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes and mortgages payable ........................... $ 666,617 $ 25,318 $ 691,935
Accounts payable ...................................... 5,432 5,432
Accrued expenses ...................................... 17,734 17,734
Tenant deposits ....................................... 3,739 3,739
Unearned rent ......................................... 1,467 1,467
----------- ----------- -----------
Total liabilities ............................... 694,989 25,318 720,307
----------- ----------- -----------
Minority interest ..................................... 156,942 11,267 168,209
----------- ----------- -----------
Preferred shares of beneficial interest, $.01 par value -0- 121,063 121,063
Common shares of beneficial interest, $.01 par value .. 209 209
Additional paid-in capital ............................ 393,264 9,292 402,556
Cumulative earnings ................................... 70,397 70,397
Cumulative distributions .............................. (104,211) (104,211)
Deferred compensation on restricted shares ............ (464) (464)
----------- ----------- -----------
Total shareholders' equity ...................... 359,195 130,355 489,550
----------- ----------- -----------
$ 1,211,126 $ 166,940 $ 1,378,066
=========== =========== ===========
</TABLE>
Page 9
<PAGE>
COLONIAL PROPERTIES TRUST
NOTES TO PRO FORMA CONSOLIDATED
CONDENSED BALANCE SHEET
(Unaudited)
(A) Reflects the historical financial position of the Company as of September
30, 1997 as presented in the Company's Form 10-Q as filed with the
Securities and Exchange Commission.
(B) Includes the acquisition of the twelve Acquired Properties; Caledon Wood
for a purchase price of $21.3 million, the Georgia Malls for a purchase
price of $97.0 million, the Retail Portfolio for a purchase price of $78.5
million, and the purchases of the remaining interests in two office
buildings in Birmingham. These property acquisitions were financed through
the issuance of limited partnership units in Colonial Realty Limited
Partnership, the sale of four multifamily properties in Alabama with a
value of $54.8 million, advances on the Company's unsecured line of credit,
the issuance of securities to the public, and the assumption of
indebtedness on two of the properties.
Page 10
<PAGE>
COLONIAL PROPERTIES TRUST
PRO FORMA CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1996 and
the Nine Months Ended September 30, 1997
(Unaudited)
The following unaudited pro forma consolidated condensed statements of
operations reflect significant transactions effected by the Company during 1997
which includes the purchase of the twelve Acquired Properties mentioned
elsewhere herein. In addition to the Acquired Properties, the following
significant transactions are reflected in the unaudited pro forma consolidated
condensed statements of operations: (i) the Company's equity offerings completed
in January 1996, January 1997, July 1997 and November 1997 (ii) the Operating
Partnership's debt offerings completed in July 1996, December 1996, January
1997, July 1997, August 1997, and September 1997, and (iii) the Company's
acquisition of twelve properties during 1997 other than the thirteen Acquired
Properties. The pro forma effects of all such transactions are included in the
unaudited pro forma consolidated condensed statements of operations assuming the
transactions had occurred as of January 1, 1996 and assuming the Company used
the proceeds of the equity and debt offerings to repay outstanding indebtedness
(see notes to unaudited pro forma consolidated condensed statements of
operations).
These unaudited pro forma consolidated condensed statements of operations are
not necessarily indicative of the actual results of operations had the
transactions been completed as of January 1, 1996, nor do they purport to
represent the future results of the operations of the Company. The Company is
not aware of any material factors relating to the Acquired Properties, other
than as disclosed in the footnotes to the unaudited pro forma consolidated
condensed statements of operations, which would cause the combined historical
summaries of revenues and direct operating expenses not to be necessarily
indicative of future operating results.
The unaudited pro forma consolidated condensed statements of operations and
related notes should be read in conjunction with the information appearing in
the Company's 1996 Annual Report as filed with the Securities and Exchange
Commission on Form 10-K and with the financial statements included therein and
the notes thereto and with the Company's March 31, 1997, June 30, 1997, and
September 30, 1997 Quarterly Reports as filed with the Securities and Exchange
Commission on Form 10-Q and with the financial statements included therein and
the notes thereto. In management's opinion, all adjustments necessary to reflect
the effects of these transactions have been made.
Page 11
<PAGE>
<TABLE>
Colonial Properties Trust
Pro Forma Consolidated Condensed Statements of Operations
For the year ended December 31, 1996
(In Thousands, Except Per Share Data)
(Unaudited)
<CAPTION>
For the year ended December 31, 1996
------------------------------------
Colonial Colonial
Properties Pro Properties
Trust Forma Trust
Historical Adjustments Pro Forma
-------- --------- -----------
(A) (B)
Revenues:
<S> <C> <C> <C>
Rent ..................................................... $ 130,370 $ 42,901 $ 173,271
Other .................................................... 4,511 (1) 4,510
--------- -------- ---------
Total revenue ........................................ 134,881 42,900 177,781
--------- -------- ---------
Property operating expenses:
General operating expenses ............................... 9,530 3,967 13,497
Salaries and benefits .................................... 8,606 1,081 9,687
Repairs and maintenance .................................. 13,073 3,378 16,451
Taxes, licenses and insurance ............................ 11,538 3,266 14,804
General and administrative .................................... 4,071 358 4,429
Depreciation .................................................. 22,025 8,335 30,360
Amortization .................................................. 1,509 73 1,582
--------- -------- ---------
Total operating expenses ............................. 70,352 20,458 90,810
--------- -------- ---------
Income from operations ............................... 64,529 22,442 86,971
--------- -------- ---------
Other income (expense):
Interest expense ......................................... (24,584) (2,384) (26,968)
Income from partnerships ................................. 835 (564) 271
Gains from sale of property .............................. 468 -0- 468
Minority interest in consolidated operating property ..... -0- -0- -0-
--------- -------- ---------
Total other expense .................................. (23,281) (2,948) (26,229)
--------- -------- ---------
Income before extraordinary items and
minority interest in CRLP ............................ 41,248 19,494 60,742
Extraordinary loss from debt extinguishment ................... (511) 511 -0-
--------- -------- ---------
Income before minority interest in CRLP .................. 40,737 20,005 60,742
Minority interest in CRLP ..................................... 13,231 6,329 19,560
--------- -------- ---------
Net income ............................................... $ 27,506 $ 13,676 $ 41,182
Preferred dividends ........................................... -0- 10,469 10,469
--------- -------- ---------
Net income available to common shareholders .............. $ 27,506 $ 3,207 $ 30,713
========= ======== =========
Net income per share .......................................... $ 1.58 $ 1.47
======== =========
Common shares outstanding ..................................... 17,378 20,934
======== =========
</TABLE>
Page 12
<PAGE>
<TABLE>
Colonial Properties Trust
Pro Forma Consolidated Condensed Statements of Operations
For the nine months ended September 30, 1997
(In Thousands, Except Per Share Data)
(Unaudited)
<CAPTION>
For the nine months ended September 30, 1997
-----------------------------------
Colonial Colonial
Properties Pro Properties
Trust Forma Trust
Historical Adjustments Pro Forma
-------- --------- ---------
(A) (B)
Revenues:
<S> <C> <C> <C>
Rent ...................................................... $ 109,910 $ 25,483 $ 135,393
Other ..................................................... 19,562 54 19,616
--------- -------- ---------
Total revenue ......................................... 129,472 25,537 155,009
--------- -------- ---------
Property operating expenses:
General operating expenses ................................ 9,010 2,071 11,081
Salaries and benefits ..................................... 7,468 660 8,128
Repairs and maintenance ................................... 13,204 2,125 15,329
Taxes, licenses and insurance ............................. 11,489 2,044 13,533
General and administrative ..................................... 4,272 175 4,447
Depreciation ................................................... 22,426 5,004 27,430
Amortization ................................................... 888 34 922
--------- -------- ---------
Total operating expenses .............................. 68,757 12,113 80,870
--------- -------- ---------
Income from operations ............................... 60,715 13,424 74,139
--------- -------- ---------
Other income (expense):
Interest expense .......................................... (28,796) (1,524) (30,320)
Income from partnerships .................................. 130 (506) (376)
Gains (losses) from sale of property ...................... (1) -0- (1)
Minority interest in consolidated operating property ...... (179) 179 -0-
--------- -------- ---------
Total other expense ................................... (28,846) (1,851) (30,697)
--------- -------- ---------
Income before extraordinary items and
minority interest in CRLP ............................. 31,869 11,573 43,442
Extraordinary loss from debt extinguishment .................... (3,408) 3,408 -0-
--------- -------- ---------
Income before minority interest in CRLP ................... 28,461 14,981 43,442
Minority interest in CRLP ...................................... 8,832 5,157 13,989
--------- -------- ---------
Net income ................................................ $ 19,629 $ 9,824 $ 29,453
Preferred dividends ............................................ -0- 7,852 7,852
--------- -------- ---------
Net income available to common shareholders ............... $ 19,629 $ 1,972 $ 21,601
========= ======== =========
Net income per share ........................................... $ 1.01 $ 1.03
======== =========
Common shares outstanding ...................................... 19,414 20,934
======== =========
</TABLE>
Page 13
<PAGE>
COLONIAL PROPERTIES TRUST
NOTES TO PRO FORMA CONSOLIDATED
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(A) Reflects the Company's historical results of operations for the year ended
December 31, 1996, as presented in the Company's 1996 Annual Report as
filed with the Securities and Exchange Commission on Form 10-K and the
Company's historical results of operations for the nine months ended
September 30, 1997 as presented in the Company's September 30, 1997
Quarterly Report as filed with the Securities and Exchange Commission on
Form 10-Q.
(B) Reflects the operating results of the 24 properties acquired during 1997
(less the operations of two multifamily properties and one office property
which were involved in two of the 1997 acquisitions, as discussed in the
Company's Form 8-K filed July 21, 1997), less the operations of the four
properties exchanged in connection with one of the acquisitions, as
mentioned elsewhere herein. The results included as pro forma adjustments
for these properties include those operating results of the properties for
the respective periods during which the Company did not own the properties.
This column also reflects the net effect of the application of the equity
and debt offering proceeds to repay the revolving debt incurred in the
acquisition of properties and mortgage debt. The interest saved from this
repayment of debt is shown net of interest expense arising from debt
incurred from the debt offerings.
Included elsewhere herein is the Combined Historical Summary of Revenues
and Direct Operating Expenses for eight of the Acquired Properties. The pro
forma statements of operations include certain adjustments made to these
historical summaries as presented in the following table.
For the
Year Ended
December 31, 1996
(in thousands)
--------------
Excess of revenues over direct
operating expenses (1)
Retail Portfolio $ 7,697
Other properties 23,153
--------------
30,850
Less:
Depreciation and
amortization of property (2) 8,408
Interest on acquisition
financing, net of savings from debt
and equity offerings (3) 2,384
Other adjustments 53
--------------
Pro forma income before
minority interest $ 20,005
==============
Page 14
<PAGE>
(1) The excess of revenues over direct operating expenses is based upon
historical operations for the properties acquired during 1997 for the
year ended December 31, 1996, as contained in the Combined Historical
Summary of Revenues and Direct Operating Expenses included elsewhere
herein for the properties whose December 31, 1996 financial results
have been audited.
(2) The asset basis used in the computation of depreciation includes a
preliminary allocation of the purchase price to land, land
improvements, building, and personal property, plus acquisition costs
to date. Such allocation may be adjusted pending receipt of additional
information. Depreciation has been computed using the straight line
method with cost recovery periods of 7 to 40 years.
(3) Includes interest expense incurred from sources of funds used to
finance the acquisition of the Acquired Properties including advances
on the Company's unsecured line of credit, net of the effect of the
application of the equity and debt offering proceeds to repay the
revolving debt incurred in the acquisition of properties and mortgage
debt. The interest saved from this repayment of debt is shown net of
interest expense arising from debt incurred from the debt offerings.
Page 15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
COLONIAL PROPERTIES TRUST
Date: December 11, 1997 /s/ Howard B. Nelson, Jr.
-------------------------
Howard B. Nelson, Jr.
Chief Financial Officer
(Duly Authorized Officer
and Principal Financial Officer)
Page 16
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statements of
Colonial Properties Trust on Form S-8 related to certain restricted shares and
stock options filed on September 29, 1994; Form S-8 related to the Non-Employee
Trustee Share Plan filed on May 15, 1997; Form S-8 related to the Employee Share
Purchase Plan filed on May 15, 1997; Form S-8 related to the Employee Share
Option and Restricted Share Plan and the Non-Employee Trustee Share Option Plan
filed on May 15, 1997; Form S-3 related to the Shelf Registration filed on
January 8, 1997; Form S-3 related to the Shelf Registration filed on October 23,
1997; Form S-3 related to the Dividend Reinvestment Plan filed on April 11,
1995, as amended; and Form S-8 related to the registration of common stock
issuable under the Colonial Properties Trust 401(K)/Profit-Sharing Plan filed on
October 15, 1996, of our report dated November 14, 1997 on our audit of the
Combined Historical Summary of Revenues and Direct Operating Expenses of the
Retail Portfolio, which reports are included in this Form 8-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
December 11, 1997
Page 17
