FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Colonial Properties Trust
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(Exact Name of Registrant as Specified in Its Charter)
Alabama 59-7007599
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
2101 Sixth Avenue North, Suite 750, Birmingham, Alabama 35203
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|
Securities Act registration statement file number to which this form
relates: Not applicable
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Rights to Purchase Series 1998 New York Stock Exchange
Junior Participating Preferred
Shares of Beneficial Interest,
Par Value $.01 Per Share
Securities to be registered pursuant to Section 12(g) of the Act: Not
applicable.
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Item 1. Description of Registrant's Securities to be Registered.
On October 22, 1998, the Board of Trustees of the Company authorized
and declared a distribution of one right (a "Right") for each of its outstanding
common shares of beneficial interest, par value $.01 per share ("Common
Shares"). The distribution is payable as of November 2, 1998 (the "Record Date")
to holders of record of the Common Shares on that date. Each Right entitles the
registered holder thereof to purchase from the Company one ten-thousandth of a
Series 1998 Junior Participating Preferred Share of Beneficial Interest, par
value $.01 per share, of the Company (each, a "Series 1998 Preferred Share") at
a price of $92.00 (the "Exercise Price"), subject to certain adjustments. The
description and terms of the Rights will be set forth in a Rights Agreement, as
the same may be amended from time to time (the "Rights Agreement"), between the
Company and BankBoston, N.A., as rights agent (the "Rights Agent").
Initially the Rights will not be exercisable, certificates will not
be sent to shareholders, and the Rights will automatically trade with the Common
Shares.
The Rights, unless earlier redeemed or exchanged by the Board of
Trustees, become exercisable upon the close of business on the day (the
"Distribution Date") which is the earlier of (i) the tenth day following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person"), with certain exceptions set forth below, has acquired
beneficial ownership or voting control of 15% or more of the outstanding Common
Shares of the Company and (ii) the tenth business day (or such later date as may
be determined by the Board of Trustees prior to such time as any person or group
of affiliated or associated persons becomes an Acquiring Person) after the date
of the commencement or public announcement of a person's or group's intention to
commence a tender or exchange offer the consummation of which would result in
the acquisition of beneficial ownership or voting control of 15% or more of the
Company's outstanding Common Shares (even if no Common Shares are actually
acquired pursuant to such offer); prior thereto, the Rights will not be
exercisable, will not be represented by a separate certificate, and will not be
transferable apart from the Common Shares, but will instead be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate itself. An Acquiring Person does not
include (A) the Company, (B) any subsidiary of the Company, (C) any employee
benefit plan or employee stock plan of the Company or of any subsidiary of the
Company, or any trust or other entity organized, appointed, established or
holding Common Shares for or pursuant to the terms of any such plan, (D) any
person or group of affiliated or associated persons whose beneficial ownership
or voting control of 15% or more of the outstanding Common Shares of the Company
results solely from a reduction in the number of outstanding Common Shares of
the Company pursuant to a transaction or transactions approved by the Board of
Trustees (provided that any such person or group that does not become an
Acquiring Person by reason of the exception provided by this clause D shall
become an Acquiring Person upon acquisition of any additional outstanding Common
Shares unless such acquisition of additional Common Shares will not result in
such person or group becoming an Acquiring Person), or (E) any "Excluded Holder"
as such term is defined in the Company's declaration of trust, as amended (the
"Declaration of Trust").
Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), new certificates for Common Shares issued after the
Record Date will contain a legend incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the surrender for transfer of any Common Shares
outstanding as of the Record Date also will constitute the transfer of the
Rights attaching to such Common Shares. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date, and such separate Rights
Certificates alone will evidence the Rights from and after the Distribution
Date.
The Rights will expire at the close of business on November 1, 2008
(the "Final Expiration Date"), unless earlier redeemed or exchanged by the
Company as described below.
The number of one ten-thousandths of a Series 1998 Preferred Share
issuable upon exercise of the Rights is subject to certain adjustments from time
to time in the event of a share distribution on, or a subdivision or combination
of, the Common Shares. The Exercise Price for the Rights is subject to
adjustment in certain events.
Unless the Rights are earlier redeemed or exchanged, in the event
that a person or group of affiliated or associated persons becomes an Acquiring
Person, the Rights Agreement provides that each holder of record of a Right,
other than the Acquiring Person (whose Rights will thereupon become null and
void), will thereafter have the right to receive, upon payment of the Exercise
Price, that number of Common Shares having a market value at the time of the
transaction equal to two times the Exercise Price.
In addition, unless the Rights are earlier redeemed or exchanged, in
the event that after the time that a person or group of affiliated or associated
persons becomes an Acquiring Person the Company were to be acquired in a merger
or other business combination (in which any Shares are changed into or exchanged
for other securities or assets) or more than 50% of the assets or earning power
of the Company and its subsidiaries (taken as a whole) were to be sold or
transferred in one or a series of related transactions, the Rights Agreement
provides that proper provision will be made so that each holder of record of a
Right, other than the Acquiring Person (whose rights will thereupon become null
and void), will from and after such date have the right to receive, upon payment
of the Exercise Price, that number of shares of common stock of the acquiring
company having a market value at the time of such transaction equal to two times
the Exercise Price.
The Rights Agreement provides that, notwithstanding any provision of
the Rights Agreement to the contrary, no Right will be exercisable for a number
of Common Shares that would cause the ownership limit set forth in the
Declaration of Trust (or any successor document) to be exceeded.
At any time after any person or group of affiliated or associated
persons becomes an Acquiring Person, the Board of Trustees may issue Common
Shares in exchange for the Rights (other than Rights owned by the Acquiring
Person which will have become null and void), in whole or part, at an exchange
ratio of one Common Share per Right (subject to adjustment).
The Rights Agreement provides that the Company may pay cash in lieu
of issuing fractional shares upon exercise or redemption of the Rights.
At any time on or prior to the earlier of (i) the close of business
on the tenth day after a public announcement that a person or group of
affiliated or associated persons has become an Acquiring Person (or such later
date as may be authorized by the Board of Trustees), or (ii) the Final
Expiration Date, the Company may redeem the Rights in whole, but not in part, at
a price of $.005 per Right ("Redemption Price"), payable at the election of the
Company in cash, Common Shares or other consideration determined to be
appropriate by the Board of Trustees. Following the effective time of the action
of the Board of Trustees authorizing redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of the
Rights will be to receive the Redemption Price.
For as long as the Rights are then redeemable, the Company may,
except with respect to the Redemption Price or date of expiration of the Rights,
amend the Rights in any manner, including an amendment to extend the time period
in which the Rights may be redeemed. At any time when the Rights are not then
redeemable, the Company may amend the Rights in any manner that does not
materially adversely affect the interests of holders of the Rights as such.
Until a Right is exercised, the holder, as such, will have no rights
as a shareholder of the Company, including, without limitation, the right to
vote or to receive distributions.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group of affiliated or associated persons
that attempts to acquire the Company on terms not approved by the Board of
Trustees. The Rights should not interfere with any merger or other business
combination approved by the Board of Trustees since the Rights may be redeemed
by the Company at $.005 per Right at any time until the close of business on the
tenth day (or such later date as described above) after a person or group has
obtained beneficial ownership or voting control of 15% or more of the voting
shares.
The form of Rights Agreement between the Company and BankBoston,
N.A., as Rights Agent, specifying the terms of the Rights, which includes as
Exhibit B the form of Summary of Rights to Purchase Series 1998 Junior
Participating Preferred Shares of Beneficial Interest and as Exhibit C the form
of Rights Certificate, is incorporated herein by reference to Exhibit 99.1 to
the Company's Current Report on Form 8-K filed with the Commission on October
26, 1998. The foregoing description of the Rights is qualified by reference to
such exhibit.
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Item 2. Exhibits
1. Form of Rights Agreement between Colonial Properties Trust
and BankBoston, N.A., as Rights Agent. The Rights
Agreement includes as Exhibit B the form of Summary of
Rights to Purchase Series 1998 Junior Participating
Preferred Shares of Beneficial Interest and as Exhibit C
the form of Rights Certificate. (Incorporated herein by
reference to Exhibit 99.1 to the Company's Current Report
on Form 8-K, filed with the Commission on October 26, 1998.)
2. Form of Letter to Shareholders. (Incorporated herein by
reference to Exhibit 99.2 to the Company's Current Report on
Form 8-K, filed with the Commission on October 26, 1998.)
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned hereunto duly authorized.
By: /s/ Thomas H. Lowder
Name: Thomas H. Lowder
Title: Chairman of the Board,
President
and Chief Executive Officer
October 26, 1998
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EXHIBIT INDEX
Exhibit No. Description
1 Form of Rights Agreement between Colonial Properties Trust and
BankBoston, N.A., as Rights Agent. The Rights Agreement
includes as Exhibit B the form of Summary of Rights to
Purchase Series 1998 Junior Participating Preferred Shares of
Beneficial Interest and as Exhibit C the form of Rights
Certificate. (Incorporated herein by reference to Exhibit 99.1
to the Company's Current Report on Form 8-K, filed with the
Commission on October 26, 1998.)
2. Form of Letter to Shareholders. (Incorporated herein by
reference to Exhibit 99.2 to the Company's Current Report on
Form 8-K, filed with the Commission on October 26, 1998.)
