<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss.
240.14a-12
COLONIAL PROPERTIES TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
---------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------
(5) Total fee Paid:
---------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------
(2) Form, schedule or registration statement no.:
---------------------------------
(3) Filing party:
---------------------------------
(4) Date filed:
<PAGE>
[COLONIAL LETTERHEAD]
March 25, 1999
Dear Fellow Shareholder:
You are cordially invited to attend the Annual Meeting of
Shareholders of Colonial Properties Trust to be held on Thursday, April 22,
1999, at 10:30 a.m., central daylight savings time, in the auditorium on the
lobby (second) floor of Colonial Plaza, 2101 6th Avenue North, Birmingham,
Alabama 35203-2775.
The matters to be acted on at the meeting - the election of
trustees and the ratification of the selection of our independent accountants -
are described in the accompanying Notice and Proxy Statement. A proxy card on
which to indicate your vote and an envelope, postage paid, in which to return
your proxy are enclosed. A copy of our Annual Report to Shareholders also is
enclosed.
We realize that each of you cannot attend the meeting and vote
your shares in person. However, whether or not you plan to attend the meeting,
we need your vote. We urge you to complete, sign, and return the enclosed proxy
so that your shares will be represented. If you later decide to attend the
meeting, you may revoke your proxy at that time and vote your shares in person.
Remember, this is your opportunity to voice your opinion on
matters affecting the Company. We look forward to receiving your proxy and
perhaps seeing you at the annual meeting.
Sincerely,
/s/ Thomas H. Lowder
--------------------------------
Thomas H. Lowder
Chairman of the Board, President
and Chief Executive Officer
Enclosures
<PAGE>
COLONIAL PROPERTIES TRUST
COLONIAL PLAZA
2101 6TH AVENUE NORTH, SUITE 750
BIRMINGHAM, ALABAMA 35203
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 1999
You are cordially invited to attend the 1999 Annual Meeting of
Shareholders of Colonial Properties Trust (the "Company") to be held on
Thursday, April 22, 1999, at 10:30 a.m., central daylight savings time, in the
auditorium on the lobby (second) floor of Colonial Plaza, 2101 6th Avenue North,
Birmingham, Alabama 35203, to consider the following proposals:
1. To elect three trustees to serve for an ensuing three-year
term;
2. To ratify the appointment of PricewaterhouseCoopers LLP as our
independent auditors for the fiscal year ending December 31,
1999; and
3. To transact such other business as may properly come before
such meeting or any adjournments thereof.
Only shareholders of record at the close of business on March 10, 1999
will be entitled to vote at the meeting or any adjournments thereof.
IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING IN PERSON, PLEASE SIGN
AND DATE THE ENCLOSED PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF TRUSTEES,
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF TRUSTEES
/s/ Howard B. Nelson, Jr.
--------------------------------
Howard B. Nelson, Jr.
Chief Financial Officer and
Secretary
<PAGE>
COLONIAL PROPERTIES TRUST
COLONIAL PLAZA
2101 6TH AVENUE NORTH, SUITE 750
BIRMINGHAM, ALABAMA 35203
--------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 1999
This Proxy Statement is furnished to shareholders of Colonial
Properties Trust (the "Company"), an Alabama real estate investment trust, in
connection with the solicitation of proxies for use at the Annual Meeting of
Shareholders (the "Meeting") of the Company to be held on Thursday, April 22,
1999, at 10:30 a.m., central daylight savings time, for the purposes set forth
in the Notice of Meeting. This solicitation of proxies is made on behalf of the
board of trustees of the Company (the "Board of Trustees").
Holders of record of common shares of beneficial interest (the "Common
Shares") of the Company as of the close of business on the record date, March
10, 1999, are entitled to receive notice of, and to vote at, the Meeting. The
Common Shares constitute the only class of securities entitled to vote at the
Meeting, and each Common Share entitles the holder thereof to one vote. At the
close of business on March 10, 1999, there were 26,314,504 Common Shares issued
and outstanding.
Shares represented by proxies in the form enclosed, if such proxies are
properly executed and returned and not revoked, will be voted as specified.
Where no specification is made on a properly executed and returned form of
proxy, the shares will be voted FOR the election of all nominees for Trustee and
FOR the proposal to ratify the appointment of PricewaterhouseCoopers LLP as
independent auditors. We know of no business other than that set forth above to
be transacted at the meeting. If other matters requiring a vote do arise, it is
the intention of the persons named in the Proxy to vote in accordance with their
judgment on such matters.
To be voted, proxies must be filed with the Secretary of the Company
prior to the time of voting. Proxies may be revoked at any time before exercise
thereof by filing a notice of revocation or a later dated proxy with the
Secretary of the Company or by voting in person at the Meeting.
The Company's 1998 Annual Report to Shareholders for the fiscal year
ended December 31, 1998 is enclosed with this Proxy Statement. This Proxy
Statement, the proxy card and the 1998 Annual Report to Shareholders were mailed
to shareholders on or about March 25, 1999. The executive offices of the Company
are located at Colonial Plaza, 2101 6th Avenue North, Suite 750, Birmingham,
Alabama 35203.
<PAGE>
ELECTION OF TRUSTEES
(PROPOSAL 1)
BOARD OF TRUSTEES
The Board of Trustees of the Company is comprised of nine members
divided into three classes, with one-third of the trustees elected by the
shareholders annually. The trustees whose terms will expire at the Meeting are
William M. Johnson, Claude B. Nielsen and Donald T. Senterfitt, each of whom has
been nominated for re-election at the Meeting to hold office until the 2002
Annual Meeting of Shareholders and until their successors are elected and
qualified.
The nominees for trustee will be elected upon a favorable vote of a
plurality of the Common Shares present and entitled to vote, in person or by
proxy, at the Meeting. The Board of Trustees of the Company recommends a vote
FOR William M. Johnson, Claude B. Nielsen and Donald T. Senterfitt as trustees
to hold office until the 2002 Annual Meeting of Shareholders and until their
successors are elected and qualified. Should any or all of these nominees become
unable to serve for any reason, the Board of Trustees may designate substitute
nominees, in which event the persons named in the enclosed proxy will vote for
the election of such substitute nominee or nominees, or may reduce the number of
trustees on the Board of Trustees.
NOMINEES FOR ELECTION TO TERM EXPIRING 2002
WILLIAM M. JOHNSON, 52, has been a trustee of the Company since July
1997, following the first stage of the Company's acquisition from Mr. Johnson,
by merger, of six office buildings in Mansell 400 Business Center, the largest
Class-A multi-tenant office park in the North Fulton (Atlanta, Georgia) area,
and additional office and retail space totaling 560,600 square feet. Mr. Johnson
is president and chief executive officer of Johnson Development Company, a real
estate development, construction and management firm which he founded in 1978.
As chief executive officer, he directed the development of 1.2 million square
feet of office, warehouse, retail and hotel space having a value in excess of
$117 million. Mr. Johnson has been an active member of the Roswell United
Methodist Church and the North Fulton Chamber of Commerce, was the founding
chairman of the board of the Coalition for Drug-Free North Fulton, is a member
of the board of directors and the executive committee of the American Tract
Society Ministry, and is a member of the board of directors of Reach Out
Ministries. Mr. Johnson serves as an advisor in strategic planning for
not-for-profit agencies in Colorado, Montana, Texas and Kentucky. Mr. Johnson is
a member of the Executive Compensation Committee of the Board of Trustees of the
Company.
CLAUDE B. NIELSEN, 48, has been a trustee of the Company since
September 1993. Since 1990, Mr. Nielsen has been president of Coca-Cola Bottling
Company United, Inc., headquartered in Birmingham, Alabama, serving also as
chief operating officer from 1990 to 1991 and as chief executive officer since
1991. Prior to 1990, Mr. Nielsen served as president of Birmingham Coca-Cola
Bottling Company. Mr. Nielsen is on the board of directors of AmSouth
Bancorporation. He also currently serves as a board member of the Birmingham
Civil Rights Institute and the Birmingham Airport Authority. Mr. Nielsen is
chairman of the Executive Compensation Committee of the Board of Trustees and is
chairman of its Option Plan Subcommittee.
2
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DONALD T. SENTERFITT, 79, has been a trustee of the Company since
September 1993. Mr. Senterfitt is a former director and vice chairman of
SunTrust Banks, Inc., a bank holding company. He is past president of the
American Bankers Association and former general counsel of the Florida Bankers
Association, and served both organizations in a variety of other capacities. Mr.
Senterfitt is president and chief executive officer of The Pilot Group, L.C., a
financial institutions consulting firm headquartered in Orlando, Florida. He is
a member of the board of directors and currently serves as president of CITE,
Inc., the Center for Independence, Technology and Education, a non-profit
organization which serves the needs of blind, visually handicapped and
multi-handicapped children and adults.
INCUMBENT TRUSTEES - TERM EXPIRING 2000
CARL F. BAILEY, 68, has been a trustee of the Company and a director of
Colonial Properties Services, Inc., which conducts the Company's third-party
management, leasing and brokerage operations (the "Management Corporation")
since September 1993. Mr. Bailey is a former co-chairman of BellSouth
Telecommunications, Inc. and former chairman and chief executive officer of
South Central Bell Telephone Company, positions from which he retired in 1991.
He worked for South Central Bell in a number of capacities over the past three
and a half decades and was elected president and a member of the board of
directors in 1982. Mr. Bailey is president of BDI, vice chairman of Polymers,
Inc., and a member of the board of directors of SouthTrust Corporation. Mr.
Bailey serves on the board of trustees of Birmingham Southern College. Mr.
Bailey is a member of the Executive Committee and is chairman of the Audit
Committee of the Board of Trustees.
THOMAS H. LOWDER, 49, has been a trustee of the Company since its
formation in July 1993. He is the chairman of the board, president and chief
executive officer of the Company. Mr. Lowder became President of Colonial
Properties, Inc., the Company's predecessor, in 1976, and since that time has
been actively engaged in the acquisition, development, management, leasing and
sale of multifamily, retail and office properties for the Company. Mr. Lowder is
a member and past president of the Alabama Chapter of the Commercial Investment
Real Estate Institute. Mr. Lowder is a former state Chairman of the Young
Presidents' Organization and is a member of the Birmingham Area Board of
Realtors, the National Association of Industrial Office Parks, the International
Council of Shopping Centers and the National Association of Real Estate
Investment Trusts (NAREIT). He serves on the Board of Directors of, among other
companies, the Children's Hospital of Alabama, American Red Cross - Birmingham
Area Chapter and the United Way of Central Alabama. Mr. Lowder is a member of
the Executive Committee of the Board of Trustees and a member of the board of
directors of the Management Corporation.
HAROLD W. RIPPS, 60, is a trustee of the Company. Together with Mr.
Meisler, they formed The Rime Companies, a real estate development, construction
and management firm specializing in the development of multifamily properties.
In December 1994, the Company purchased ten multifamily properties from partners
associated with The Rime Companies. While with The Rime Companies, Mr. Ripps
oversaw the development and construction of approximately 15,000 multifamily
apartment units in the southeastern United States. He is a member of the
executive committee of the Birmingham Council of Boy Scouts of America, the
President's Advisory Committee of Birmingham Southern College and the
President's Council of the University of Alabama in Birmingham. Mr. Ripps is a
member of the Executive Committee of the Board of Trustees and is a member of
the board of directors and the executive compensation committee of the
Management Corporation.
3
<PAGE>
INCUMBENT TRUSTEES -- TERM EXPIRING 2001
M. MILLER GORRIE, 63, is a trustee of the Company. Mr. Gorrie is
chairman of the board and chief executive officer of Brasfield & Gorrie, L.L.C.,
a general contracting firm located in Birmingham, Alabama that is ranked
consistently among ENR's "Top 100 Contractors." He serves on the board of
directors of Winsloew Furniture Co. and is a past director of AmSouth Bank of
Alabama, the Southern Research Institute, the Alabama Chamber of Commerce, the
Associated General Contractors, the Building Science Advisory Board of Auburn
University, the Business Council of Alabama and the United Way of Alabama. Mr.
Gorrie is chairman of the Executive Committee and is a member of the Executive
Compensation Committee of the Board of Trustees. He also is a member of the
executive compensation committee of the board of directors of the Management
Corporation.
JAMES K. LOWDER, 49, has been a trustee of the Company since its
formation in July 1993. Mr. Lowder is also chairman of the board and chief
executive officer of The Colonial Company, chairman of the board of Lowder
Construction Company, Inc., chairman of the board of Lowder New Homes, Inc.,
chairman of the board of Lowder Realty Company, Inc., chairman of the board of
Colonial Commercial Realty, Inc., chairman of the board of Colonial Homes, Inc.,
chairman of the board of American Colonial Insurance Company, chairman of the
board and president of Colonial Commercial Investments, Inc. and treasurer of
Colonial Insurance Agency. He also is a member of the Alabama Association of
Realtors, the Montgomery Board of Realtors, the Home Builders Association of
Alabama, and the Greater Montgomery Home Builders Association, and is a member
of the board of directors of Alabama Power Company. Mr. Lowder is a member of
the Executive Compensation Committee of the Board of Trustees.
Mr. Lowder is the brother of Thomas H. Lowder.
HERBERT A. MEISLER, 71, is a trustee of the Company. Together with Mr.
Ripps, he formed The Rime Companies, a real estate development, construction and
management firm specializing in the development of multifamily properties. In
December 1994, the Company purchased ten multifamily properties from partners
associated with The Rime Companies. While with The Rime Companies, Mr. Meisler
oversaw the development and construction of approximately 15,000 multifamily
apartment units in the southeastern United States. He currently serves on the
board of directors of the Community Foundation of South Alabama and the Mobile
Airport Authority. He is a past director of the Alabama Eye and Tissue Bank and
past president of the Mobile Jewish Welfare Fund. Mr. Meisler is a member of the
Executive Compensation Committee (and its Option Plan Subcommittee) and the
Audit Committee of the Board of Trustees.
COMMITTEES OF THE BOARD OF TRUSTEES; MEETINGS
In accordance with the Bylaws of the Company, the Board of Trustees has
established an Executive Committee, an Audit Committee, and an Executive
Compensation Committee. The membership of these Committees is set forth in the
preceding section of this Proxy Statement.
The Executive Committee has the authority, subject to the Company's
conflict of interest policies, to acquire and dispose of real property and the
power to authorize, on behalf of the full Board of Trustees, the execution of
certain contracts and agreements, including those related to the borrowing of
money by the Company (and, consistent with the Second Amended and Restated
Agreement of Limited Partnership of Colonial Realty Limited Partnership, a
limited partnership of which the Company is the general partner (the "Operating
Partnership"), as amended, to cause the Operating Partnership to take such
actions). The Executive Committee met five times in 1998.
4
<PAGE>
The Audit Committee, which consists of independent trustees, was
established to make recommendations concerning the engagement of independent
public accountants, review with the independent public accountants the plans and
results of the audit engagement, review professional services provided by the
independent public accountants, review the independence of the independent
public accountants, consider the range of audit and non-audit fees, and review
the adequacy of the Company's internal accounting controls. The Audit Committee
met four times during 1998.
The Executive Compensation Committee was established to determine
compensation for the Company's executive officers and to administer the
Company's stock option and annual incentive plans. Grants of options and
restricted shares are made by the committee's Option Plan Subcommittee. The
Executive Compensation Committee met one time during 1998.
The Board of Trustees held five meetings during 1998. During 1998, each
member of the Board of Trustees attended more than 75% of the aggregate of (i)
all meetings of the Board of Trustees and (ii) all meetings of committees of
which such trustee was a member.
COMPENSATION OF TRUSTEES
The Company pays its trustees who are not officers of the Company fees
for their services as trustees. Trustees receive annual compensation of $18,000
plus a fee of $1,000 (plus out-of-pocket expenses) for attendance (in person or
by telephone) at each meeting of the Board of Trustees, and a fee of $500 for
attendance (in person or by telephone) at each committee meeting. (Herbert A.
Meisler has waived his right to trustee fees and has requested that the Company
donate a like amount to religious or charitable organizations.) Trustees who are
not employees of the Company may elect, pursuant to the Non-employee Trustee
Share Plan, to receive Common Shares in lieu of all or a portion of their annual
trustee and committee fees. Participating trustees receive Common Shares having
a fair market value equal to 125% of the amount of fees foregone.
Pursuant to the Company's Non-employee Trustee Share Option Plan, each
newly elected trustee who is not an employee of the Company receives, upon
election, an option to purchase 5,000 Common Shares for a price equal to the
fair market value of such shares on the date of grant. Each non-employee trustee
also receives an automatic grant of an option, exercisable for 5,000 Common
Shares, following each annual election of trustees that occurs after the trustee
has completed at least one year of service.
Officers of the Company who are trustees are not paid any trustee fees
nor are they eligible to participate in the Non-employee Trustee Share Option
Plan or the Non-employee Trustee Share Plan.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL 2)
The Board of Trustees, upon the recommendation of the Audit Committee,
has appointed the accounting firm of PricewaterhouseCoopers LLP to serve as
independent auditors of the Company for the fiscal year ending December 31,
1999. PricewaterhouseCoopers LLP has served as independent auditors of the
Company since the Company's commencement of operations. The Company has been
advised by PricewaterhouseCoopers LLP that neither the firm nor any member
thereof has any financial
5
<PAGE>
interest, direct or indirect, in the Company or any of its subsidiaries in any
capacity. Representatives of PricewaterhouseCoopers LLP will be present at the
Meeting, will have the opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions.
The ratification of the appointment of PricewaterhouseCoopers LLP
requires the approval of a majority of the Common Shares present or represented
by proxy and entitled to vote at the Meeting. The Board of Trustees recommends a
vote FOR the proposal to ratify the appointment of PricewaterhouseCoopers LLP as
independent auditors of the Company for the fiscal year ending December 31,
1999.
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning the
annual and long-term compensation for the chief executive officer and the four
other most highly compensated executive officers of the Company (the "Named
Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------- ------------------------------------------------
RESTRICTED SECURITIES ALL
OTHER ANNUAL SHARE UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($)BONUS ($)(1) COMPENSATION AWARDS ($) (1) OPTIONS (#) COMPENSATION(2)
- --------------------------- ---- ---------------------- ------------ -------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
THOMAS H. LOWDER........... 1998 $310,000 $ -- -- $94,640 0 $2,721
Chairman of the Board, 1997 295,000 225,000 -- 89,250 16,000 3,453
President and Chief 1996 285,000 30,000 -- 68,950 16,000 4,500
Executive Officer
HOWARD B. NELSON, JR....... 1998 208,000 -- -- 53,200 0 2,721
Chief Financial Officer 1997 198,000 120,000 -- 51,000 10,000 3,453
and Secretary 1996 171,726 23,000 -- 34,475 8,500 4,500
C. REYNOLDS THOMPSON, III.. 1998 149,500 22,500 -- 38,500 0 2,906
Chief Investment 1997 103,242 75,000 -- 14,438 2,500 --
Officer (3)
JOHN N. HUGHEY............. 1998 145,000 41,405 -- 60,333 0 2,721
Executive Vice President- 1997 120,000 75,000 -- 19,125 3,500 3,453
Retail Division 1996 104,998 50,000 -- 14,775 3,500 3,145
ROBERT A. JACKSON.......... 1998 130,000 64,400 -- 33,437 10,000 0
Executive Vice President -
Office Division (4)
</TABLE>
- ------------------
(1) The Company's incentive compensation plan permits officers to elect to
receive all or part of their annual bonus in the form of restricted
shares instead of cash. Officers who elect to receive up to 50% of
their bonus in restricted shares receive shares having a market value
on the issue date equal to 125% of the deferred amount. Officers who
elect to receive more than 50% of their annual bonus in restricted
shares receive shares having a market value on the issue date equal to
140% of the deferred amount. Messrs. Lowder, Nelson, Thompson, Hughey
and Jackson elected to receive 100%, 100%, 55%, 51% and 20%,
respectively, of their bonuses in restricted shares. The restricted
shares issued to Messrs. Lowder, Nelson, Thompson and Hughey vest over
three years, with 50% vesting on the first anniversary of the issue
date and the remaining 50% vesting in equal installments on the second
and third anniversaries of the issue date. The restricted shares issued
to Mr. Jackson vest over two years, with 60% vesting on the first
anniversary of the issue date and the remaining 40% vesting on the
second anniversary. The restricted shares issued under the incentive
compensation plan were issued in February 1999. The number and value of
restricted shares held by the Named Executive Officers as of December
31, 1998 were as follows: Mr. Lowder - 7,378 shares ($196,439); Mr.
Nelson - 4,024 shares ($107,139); Mr. Thompson - 1,907 shares
($50,773); Mr. Hughey - 3,044 shares ($81,046); and Mr. Jackson- 1,236
shares ($32,908). Dividends are paid on restricted shares at the same
rate paid to all other holders of Common Shares.
(2) All Other Compensation consists solely of employer contributions to the
Company's 401(k) Plan.
(3) Mr. Thompson became an executive officer of the Company in 1997.
(4) Mr. Jackson became an executive officer of the Company in 1998. When
Mr. Jackson joined the Company he received 500 restricted shares which
had a market value as of December 31, 1998 of $13,312. These restricted
shares vest ratably in five annual installments beginning on the third
anniversary of the date of issuance, unless accelerated by achievement
of certain performance targets.
6
<PAGE>
The following table sets forth certain information concerning exercised
and unexercised options held by the Named Executive Officers at December 31,
1998:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SHARES SECURITIES UNDERLYING IN-THE-MONEY
ACQUIRED VALUE UNEXERCISED OPTIONS OPTIONS
NAME ON EXERCISE(#) REALIZED($) AT DECEMBER 31, 1998 AT DECEMBER 31, 1998(1)
- ---- -------------- ----------- -----------------------------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas H. Lowder...... -- -- 47,836 15,999 $112,828 $7,666
Howard B. Nelson, Jr. -- -- 18,911 9,499 38,495 4,072
C. Reynolds Thompson, III -- -- 834 1,666 -- --
John N. Hughey........ -- -- 9,535 3,500 21,835 1,677
Robert A. Jackson..... -- -- -- 10,000 -- --
</TABLE>
- ------------------------
(1) Based on the closing price of $26.625 per Common Share on December 31, 1998,
as reported by the New York Stock Exchange.
The following table sets forth certain information relating to options
to purchase Common Shares granted to the Named Executive Officers during 1998:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT VALUE AT ASSUMED
NUMBER OF OF TOTAL ANNUAL RATES OF SHARE
SECURITIES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION ----------------------
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% 10%
- -------------------------------------------------------------------------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
Thomas H. Lowder...... 0 -- -- -- $ -- $ --
Howard B. Nelson, Jr.. 0 -- -- -- -- --
C. Reynolds Thompson, III 0 -- -- -- -- --
John N. Hughey........ 0 -- -- -- -- --
Robert A. Jackson..... 10,000 67% $30.6875 2/20/08 $183,830 $474,490
</TABLE>
All options granted in 1998 become exercisable in three equal annual
installments beginning on the first anniversary of the date of grant and have a
term of ten years.
7
<PAGE>
DEFINED BENEFIT PLAN
The Company maintains a Retirement Plan (the "Plan") for all of the
employees of the Company and its subsidiaries. The Plan also has been adopted by
the Management Corporation. An employee becomes eligible to participate in the
Plan on January 1 or July 1 following the first anniversary of the person's
employment by the Company or one of its consolidated or unconsolidated
subsidiaries or age 21 if later. Benefits are based upon the number of years of
service (maximum 25 years), and the average of the participant's earnings during
the five highest years of compensation during the final 10 years of employment.
Each participant accrues a benefit at a specified percentage of compensation up
to the Social Security wage base, and at a higher percentage of compensation
above the Social Security wage base. Employment by Colonial, the Company's
predecessor, or certain of its affiliated entities is treated as covered service
for purposes of the Plan. A participant receives credit for a year of service
for every year in which 1,000 hours are completed in the employment of the
Company or its subsidiaries.
The following table reflects estimated annual benefits payable upon
retirement under the Plan as a single life annuity commencing at age 65. These
benefits ignore the lower benefit rate applicable to earnings below the Social
Security covered compensation level.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Service
------------------------------------------------------------------------------------
REMUNERATION 5 10 15 20 25
- ------------
<S> <C> <C> <C> <C> <C>
$100,000 $ 7,600 $15,200 $22,800 $30,400 $38,000
$125,000 $ 9,500 $19,000 $28,500 $38,000 $47,500
$150,000 $11,400 $22,800 $34,200 $45,600 $57,000
$160,000 or over $12,160 $24,320 $36,480 $48,640 $60,800
</TABLE>
The benefits shown are limited by the current statutory limitations
which restrict the amount of benefits which can be paid from a qualified
retirement plan. The statutory limit on compensation which may be recognized in
calculating benefits is $160,000 in 1999. This limit is scheduled to increase
periodically with the cost of living.
Covered compensation under the Plan includes the employees' base salary
and other earnings received from the Company. Thomas H. Lowder has 24 years of
covered service under the Plan, Howard B. Nelson, Jr. has 14 years of service,
C. Reynolds Thompson, III has two years of service, John N. Hughey has 16 years
of service, and Robert A. Jackson has one year of service.
EMPLOYMENT AGREEMENT
Thomas H. Lowder, the chief executive officer of the Company, entered
into an employment agreement with the Company in September 1993. This agreement
provides for an initial term of three years, with automatic renewals for
successive one year terms if neither party delivers notice of non-renewal at
least six months prior to the next scheduled expiration date. The agreement
provides for annual compensation of at least $275,000 and incentive compensation
on substantially the same terms as set forth in the description of the Annual
Incentive Plan. See "Report on Executive Compensation -- Annual Incentive Plan."
The agreement includes provisions restricting Mr. Lowder from competing with the
Company during employment and, except in certain circumstances, for two years
after termination of employment. The employment agreement provides for certain
severance payments in the event of disability or termination by the Company
without cause or by the employee with cause.
8
<PAGE>
PERFORMANCE GRAPH
The graph set forth below compares the yearly change in the
Company's cumulative total shareholder return on its Common Shares from December
31, 1993 through December 31, 1998, to the cumulative total return of the
Standard and Poor's 500 Stock Index ("S&P 500 Index") and the National
Association of Real Estate Investment Trusts Equity Index ("NAREIT Index") for
the same period (total shareholder return equals price appreciation plus
dividends). The performance graph assumes an investment of $100 in the Company's
Common Shares and each index on December 31, 1993 and assumes reinvestment of
dividends. The performance shown in the graph is not necessarily indicative of
future price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN
COLONIAL PROPERTIES TRUST, S&P 500 INDEX AND NAREIT EQUITY INDEX
DECEMBER 31, 1993-DECEMBER 31, 1998
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Colonial Properties NAREIT
Measurement Period Trust S&P 500 Index
- ------------------ -------- ------- -----
<S> <C> <C> <C>
Dec. 31, 1993 $100 $100 $100
Mar. 31, 1994 $115 $96 $103
June 30, 1994 $118 $96 $105
Sept. 30, 1994 $115 $101 $103
Dec. 31, 1994 $122 $101 $103
Mar. 31, 1995 $127 $111 $103
June 30, 1995 $127 $122 $109
Sept. 30, 1995 $140 $131 $114
Dec. 31, 1995 $143 $139 $119
Mar. 31, 1996 $136 $147 $122
June 30, 1996 $142 $153 $127
Sept. 30, 1996 $157 $158 $135
Dec. 31, 1996 $185 $171 $161
Mar. 31, 1997 $180 $175 $162
June 30, 1997 $185 $206 $170
Sept. 30, 1997 $192 $222 $190
Dec. 31, 1997 $197 $228 $193
Mar. 31, 1998 $212 $260 $193
June 30, 1998 $210 $269 $184
Sept. 30, 1998 $196 $242 $164
Dec. 31, 1998 $188 $294 $160
</TABLE>
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF
THE COMPANY'S FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE OTHER
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THIS PROXY
STATEMENT, IN WHOLE OR IN PART, THE FOREGOING PERFORMANCE GRAPH AND THE
FOLLOWING REPORT ON EXECUTIVE COMPENSATION SHALL NOT BE INCORPORATED BY
REFERENCE INTO ANY SUCH FILINGS.
9
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
This report outlines how the Executive Compensation Committee (the
"Committee") of the Board of Trustees determined 1998 compensation levels for
the Company's executive officers, including the Named Executive Officers. The
Committee, which is composed entirely of non-employee trustees, is responsible
for all aspects of the Company's officer compensation programs and some aspects
of non-officer compensation, and works closely with the entire Board in the
execution of its duties. The responsibility for granting awards of options and
restricted shares under the Company's Second Amended and Restated Employee Share
Option and Restricted Share Plan has been delegated to the Option Plan
Subcommittee of the Committee.
EXECUTIVE COMPENSATION POLICY AND PHILOSOPHY
The Company's executive compensation programs are based on the
following guiding principles:
- PAY-FOR-PERFORMANCE - The Company places considerable emphasis
on incentive compensation programs that reward executives for
achieving specific operating and financial objectives,
including total shareholder returns and annual growth in funds
from operations ("FFO") per share. These incentive programs
focus on both annual and long-term performance.
- PAY COMPETITIVENESS - The Company believes it must offer
competitive total compensation to attract, motivate and retain
executive talent. The Company's philosophy is to provide total
compensation, including base salary, annual incentives and
long-term incentives in the upper quartile of the prevailing
market practices of the Company's industry peers in years of
solid performance. Actual compensation levels, however, will
vary in competitiveness from year to year, depending on
corporate, business unit and individual performance.
The Company determines competitive levels of compensation
using published compensation surveys, information obtained
from compensation consultants and an analysis of compensation
data contained in the proxy statements for industry peer
companies selected on the basis of asset class and market
capitalization. These companies differ from those used in the
peer group index that appears in the Company's total
shareholder return graph. The published survey data and
consultant data reflect real estate investment trust
organizations with assets comparable to those of the Company.
- EXECUTIVE SHARE OWNERSHIP - The Company believes that a
significant portion of each executive's compensation and
wealth accumulation opportunities should be tied to the
Company's share price and dividend performance. The Company
maintains a long-term incentive plan consisting of share
options and performance-accelerated restricted shares so that
a significant portion of executive compensation is provided in
the form of share-based compensation.
In late 1997, the Committee engaged FPL Associates, an executive
compensation consulting firm, to analyze the Company's compensation practices to
determine whether they were consistent with these guiding principles and
adequate to motivate and retain the
10
<PAGE>
executive talent required to achieve the Company's growth objectives and
opportunities. FPL rendered its report and recommendations to the Committee in
January 1998. Generally, FPL concluded that base salaries of the Company's
officers generally trailed the market median of the Company's industry peers,
with which the Company competes for employees, investors and tenants. FPL also
concluded that the Company had significantly under-utilized its option plan as a
means of providing long-term incentives to its employees. With the assistance of
FPL, the Committee reaffirmed its compensation philosophy and the guiding
principles discussed above but determined that, for 1998 and beyond, the Company
should restructure its compensation programs to better achieve the Company's
objectives.
The changes to the executive compensation program implemented by the
Committee in 1998 affect each component of the Company's executive compensation
program: base salaries, the annual incentive plan, and long-term incentive
compensation.
BASE SALARY PROGRAM
The Company's objective is to provide total compensation to its
officers at or above the upper quartile of the competitive market set by the
Company's industry peers in years when the Company and the officers each achieve
superior results. To achieve this objective, the Committee decided to set base
salary ranges for its officers around the median salaries being paid by the
Company's industry peers. The Committee will recognize and reward superior
performance through its annual incentive plan (as described below) and not
through salary increases. Salaries for executives are reviewed annually and take
into account a variety of factors, including individual performance and general
levels of market salary increases. Once an employee's salary reaches the
marketplace median, only an employee with higher levels of sustained performance
over time or one assuming greater responsibilities will receive upward
adjustments other than with market movements.
The Named Executive Officers received base salary increases in 1998
with a view toward increasing their salaries to the median level. The Committee
expects to further phase in salary increases until the executive officers reach
the marketplace median set by the Company's industry peers.
ANNUAL INCENTIVE PLAN
The Company's annual incentive plan is designed to reward and motivate
key employees based on Company, business unit and individual performance and to
give plan participants competitive cash compensation opportunities. As a
pay-for-performance element of compensation, incentive awards are paid annually
based on the achievement of performance objectives for the most recently
completed fiscal year. To be consistent with the Company's pay-for-performance
philosophy, the Committee used equal weightings of two key performance
indicators, total shareholder return and 1998 growth in FFO per share, as its
primary performance targets for the Named Executive Officers in 1998. The
Committee also attempted to provide the Company's executive officers with
individualized performance incentives pegged to areas within the executives'
individual influence and control, such as the performance of their divisions as
measured against objective performance indicators.
Based on the recommendations of FPL, the amounts potentially payable to
executive officers pursuant to the annual incentive plan were increased for
1998, with some executive officers being eligible to earn incentive compensation
of up to 100% of base salary. The amounts actually paid were determined based on
the individual executive's contribution to the Company's total shareholder
return and 1998 growth in FFO per share, and the
11
<PAGE>
performance of the business unit in which the executive was employed. The
amounts actually paid were determined based on whether the executive's
performance met the "threshold," "target" or "maximum" level for each
performance indicator. The "threshold" level is the minimum level of performance
which will give rise to an annual incentive. "Target" performance is the median
expected level, and "maximum" refers to superior performance.
In addition, to further align the interests of the Company's employees
with the interests of shareholders and to encourage employees to take a
long-term view of the Company' performance, executives may elect to receive all
or a portion of their annual incentive awards in restricted shares. The Company
has provided an incentive for its executives to take their annual incentives in
restricted shares by offering executives restricted shares having a value of up
to 40% more than the amount of the cash bonus that they elect to invest in
restricted shares. Restricted shares received in lieu of a cash bonus vest over
a two- or three-year period, depending upon the percentage of the bonus the
executive elects to invest in restricted shares, and are forfeited if either the
executive is terminated for cause, or the executive terminates service with the
Company voluntarily prior to vesting.
LONG-TERM INCENTIVE COMPENSATION
The Company believes that its executives should have an ongoing stake
in the success of the business and that key employees should have a considerable
portion of their total compensation paid in the form of Common Shares, since
share-related compensation is directly tied to shareholder value. Furthermore,
the Company recognizes that for its executive officers and senior management,
the economic success of many projects, and the total compensation to the
officers and managers running them, should be evaluated over a multi-year time
horizon.
Prior to 1998, the Company granted long-term incentives in the form of
both share options and performance-accelerated restricted shares. FPL
recommended that the Company rely more heavily on share options and less on
restricted share awards in establishing long-term incentives for its executive
officers and senior management. Based on FPL's analysis and recommendations, the
Committee anticipates that under its new executive compensation regime, it will
make larger annual grants of options to executive officers, provided that the
Company achieves or bests certain performance measures designed to maximize
shareholder return. At the same time, the Committee intends to reduce its
reliance on restricted share awards as a long-term incentive.
Consistent with the Committee's determination in 1998 to award options
based largely on the achievement of pre-established performance targets, so that
eligible recipients of options would have an incentive to help the Company
achieve those targets, the Committee did not award any options to executive
officers during 1998 (other than an award made to Mr. Jackson in connection with
his initial hiring). The Committee did grant options to the Company's executives
in February 1999 and anticipates that it will grant options in future years as
well. The size of option grants in the future will depend on the individual
grantee's position with the Company and the Company performance based on
pre-established criteria.
12
<PAGE>
1998 CHIEF EXECUTIVE OFFICER COMPENSATION
The Committee considers several factors in developing an executive
compensation package. For the chief executive officer ("CEO"), these include
competitive market pay practices, individual performance level, experience,
achievement of strategic goals and, most of all, the financial success of the
Company. Specific actions taken by the Committee regarding the CEO's
compensation in 1998 are summarized below.
BASE SALARY. The Committee increased Mr. Lowder's 1998 annual salary to
$310,000, representing a $15,000 increase over its 1997 level. The Committee
seeks to assure that Mr. Lowder's base salary, together with his incentive
compensation participation levels, provides a competitive overall package. The
Committee has increased Mr. Lowder's base salary to $315,000 for 1999.
ANNUAL INCENTIVE. Consistent with the recommendations of FPL, the
Committee made the amount of Mr. Lowder's annual incentive contingent upon the
Company's performance, as measured by the Company's two key performance
indicators, total shareholder return and 1998 FFO growth per share. Based on the
Company's 1998 performance, Mr. Lowder's 1998 annual incentive was set at
$72,000. Mr. Lowder elected to receive 100% of his 1998 annual incentive in
restricted shares. In accordance with the Company's annual incentive plan, he
was issued restricted shares with a value equal to 140% of his annual incentive.
LONG-TERM INCENTIVE. To increase his variable pay levels in support of
the Company's compensation philosophy, Mr. Lowder has been included in the
current long-term incentive plan, which provides primarily for grants of share
options. Mr. Lowder did not receive an option grant in 1998, but the Committee
based his 1999 option grant on the Company's financial performance in 1998, as
measured against the same key performance indicators that were used to determine
his annual incentive. Share options are granted at an exercise price equal to
the fair market value of the underlying shares on the date of grant.
Accordingly, options reward the executive for future corporate performance,
since the executive receives income only if the Company's share price increases
after the grant date.
$1 MILLION PAY DEDUCTIBILITY LIMIT
Section 162(m) of the Internal Revenue Code of 1986, as amended,
prohibits publicly traded companies from taking a tax deduction for compensation
in excess of $1 million paid to the chief executive officer or any of its four
other most highly compensated executive officers for any fiscal year. Certain
"performance-based compensation" is excluded from this $1 million cap. The
Company's share option and restricted share plan have been structured in such a
way that the Committee expects options granted under the plans to be treated as
performance-based compensation which may be excluded from the deductibility
limit. At this time, none of the Company's executive officers' compensation
subject to the deductibility limits exceeds $1 million. Accordingly, in the
Committee's view, the Company is not likely to be affected by the
nondeductibility rules in the near future.
COLONIAL PROPERTIES SERVICES, INC.
Each of the executive officers of the Company also is employed by the
Management Corporation, in which the Company owns 99 percent of the economic
interest but does not control the voting stock. A substantial portion of each
executive officer's total cash compensation is paid by the Management
Corporation for services rendered to that entity. All base salary and annual
bonus compensation decisions made by the Committee with
13
<PAGE>
respect to the Company's executive officers are made after consultation with the
board of directors of the Management Corporation and its executive compensation
committee (of which Messrs. Gorrie and Ripps are the sole members). In making
its base salary and annual bonus compensation decisions with respect to these
executive officers, the Management Corporation's board of directors considers
all of the factors described above, along with the extent of services provided
to the Management Corporation. The compensation of the Named Executive Officers
described in this Proxy Statement includes all amounts paid to the Named
Executive Officers during the fiscal year, including amounts paid by the
Management Corporation.
THE EXECUTIVE COMPENSATION COMMITTEE
M. Miller Gorrie
William M. Johnson
James K. Lowder
Herbert A. Meisler
Claude B. Nielsen
EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
None of the five members of the Executive Compensation Committee is an
employee of the Company. As described below, M. Miller Gorrie, William M.
Johnson and James K. Lowder, who are members of the Committee, own interests in
certain entities that, during 1997, were parties to certain transactions
involving the Company.
On July 1, 1998, the Company acquired the Shoppes at Mansell, a retail
shopping center containing 20,900 square feet of gross leasable area, from Mr.
Johnson and a partnership controlled by Mr. Johnson, for approximately $3.7
million. The Company paid the purchase price with 76,809 units of limited
partnership interest in the Operating Partnership ("Units").
Also on July 1, 1998, the Company acquired Mansell Overlook 200, a
Class-A office building with 162,693 square feet of net rentable area and a
500-car parking facility, from a partnership controlled by Mr. Johnson for
approximately $27.7 million. The Company paid the purchase price with 396,365
Units. By these two acquisitions, the Company completed the transactions by
which it acquired Mr. Johnson's real estate portfolio, as contemplated by the
1997 merger between the Company and Mr. Johnson.
On July 1, 1998, the Company acquired a 79.8% interest in Colonial
Village at Haverhill, a multifamily property located in San Antonio, Texas, for
a purchase price of $17.2 million. The remaining 20.2% interest was purchased by
certain entities controlled by Mr. Gorrie for a purchase price of $4.3 million.
On August 31, 1998, the Company acquired land known as 1800
International Park, from Polar BEK/Colonial Partnership II, a general
partnership of which one of the two general partners is Equity Partners Joint
Venture, a general partnership in which Messrs. J. Lowder, T. Lowder and their
brother, Robert E. Lowder, are the sole general partners ("EPJV"), for $1.8
million. The Company paid the purchase price by issuing a promissory note
payable to Polar BEK/Colonial Partnership II for the full amount of the purchase
price.
14
<PAGE>
On October 7, 1998, the Company acquired land known as Colonial Grand
at Promenade from Colonial Commercial Investments, Inc. ("CCI"), a corporation
owned by Messrs. J. Lowder and T. Lowder for approximately $1.5 million. The
Company paid the purchase price with 34,700 Units.
On November 18, 1998, the Company acquired land known as Colonial
Center at Research Park from CCI for approximately $1.0 million. The Company
paid the purchase price with 36,647 Units.
Brasfield & Gorrie General Contractors, Inc. ("B&G"), a corporation of
which Mr. Gorrie is a shareholder and chairman of the board, was engaged during
1995 to construct the expansion of the Company's Macon Mall. The Company paid
B&G a total of $0.4 million ($384,000 of which was then paid to unaffiliated
subcontractors) during 1998 pursuant to this engagement. The Company had
outstanding construction invoices and retainage payable to this company totaling
$1.2 million at December 31, 1998.
CCI has guaranteed indebtedness of a partnership accounted for by the
Company under the equity method in the aggregate amount of $1.3 million as of
December 31, 1998. The Company has indemnified CCI against any liability it may
incur under this guarantee.
The Management Corporation provided management and leasing services
during 1998 to certain entities in which Messrs. J. Lowder, T. Lowder and R.
Lowder have an interest. The aggregate amount of fees paid to the Management
Corporation by such entities during 1998 was approximately $289,000. The Company
owns a 99% economic interest in the Management Corporation but, due to
limitations imposed by the IRS's REIT rules, owns only 1% of the voting stock.
The remainder of the voting stock is held by members of the Lowder family.
Colonial Insurance Company, a corporation indirectly owned by the
Lowder family, provided insurance brokerage services for the Company during
1998. The aggregate amount paid by the Company to Colonial Insurance Company for
these services for the year ended December 31, 1998, was approximately $131,000.
The Company leased space to certain entities in which the Lowder family
has an interest and received rent from these entities totaling approximately
$1.0 million during 1998.
The Company engaged Lowder Construction Company, Inc., of which Mr. J.
Lowder serves as chairman of the board and which is indirectly owned by Mr. J.
Lowder and T. Lowder, to serve as construction manager for ten multifamily
development and expansion projects during 1998. The Company paid a total of
$40.0 million ($37.3 million of which was then paid to unaffiliated
subcontractors) for the construction of these development and expansion projects
during 1998. The Company had outstanding construction invoices and retainage
payable to Lowder Construction Company, Inc. totaling $4.3 million at December
31, 1998.
CERTAIN TRANSACTIONS
During fiscal year 1998, the Company engaged in certain transactions in
which certain of its trustees and executive officers had a financial interest.
These transactions, which are described above under the caption "Compensation
Committee Interlocks and Insider Participation," were approved by a majority of
the Company's independent trustees.
15
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth information regarding the beneficial
ownership of Common Shares as of March 10, 1999 for (1) each person known by the
Company to be the beneficial owner of more than five percent of the Company's
outstanding Common Shares, (2) each trustee of the Company and each Named
Executive Officer and (3) the trustees and executive officers of the Company as
a group. Each person named in the table has sole voting and investment power
with respect to all shares shown as beneficially owned by such person, except as
otherwise set forth in the notes to the table. References in the table to
"Units" are to units of limited partnership interest in the Operating
Partnership. Units owned by a person named in the table are included in the
"Number of Common Shares" column because such Units are redeemable, at the
option of the holder, for cash equal to the value of an equal number of Common
Shares or, at the election of the Company, for an equal number of Common Shares.
Because of limitations on ownership of Common Shares imposed by the Company's
Declaration of Trust, none of the Lowder brothers nor Mr. Ripps could in fact
redeem all of his Units for Common Shares without divesting a substantial number
of Common Shares in connection with the redemption. The extent to which a person
holds Units as opposed to Common Shares is set forth in the footnotes.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF PERCENT OF COMMON
NAME AND BUSINESS ADDRESS COMMON COMMON SHARES
OF BENEFICIAL OWNER SHARES SHARES (1) AND UNITS(2)
- ------------------------------------- -------- ---------- ------------
<S> <C> <C> <C>
Thomas H. Lowder............................ 3,285,819 (3) 11.2% 8.9%
Colonial Plaza, Suite 750
2101 Sixth Avenue North
Birmingham, Alabama 35203
James K. Lowder............................. 3,250,950 (4) 11.1% 8.8%
2000 Interstate Parkway
Suite 400
Montgomery, Alabama 36104
Robert E. Lowder............................ 1,848,161 (5) 6.6% 5.0%
One Commerce Street
Montgomery, Alabama 36104
Ohio PERS................................... 1,435,000 (6) 5.5% 3.9%
277 East Town Street
Columbus, OH 43215
Carl F. Bailey.............................. 36,442 (7) * *
M. Miller Gorrie............................ 289,346 (8) 1.1% *
William M. Johnson.......................... 1,049,853 (9) 3.8% 2.8%
Herbert A. Meisler.......................... 541,934 (10) 1.9% 1.5%
Claude B. Nielsen........................... 21,000 (11) * *
Harold W. Ripps............................. 1,925,896 (12) 6.8% 5.2%
1094 Greystone Crest
Birmingham, AL 35242
Donald T. Senterfitt........................ 21,000 (11) * *
16
<PAGE>
Howard B. Nelson, Jr........................ 41,550 (13)(14) * *
C. Reynolds Thompson III.................... 3,791 (14) * *
John N. Hughey.............................. 18,494 (14) * *
Robert A. Jackson........................... 4,570 (14) * *
All executive officers and trustees as a group
(16 persons)............................. 8,705,867 (15) 25.4%(16) 23.4%(17)
</TABLE>
- ----------------------
* Less than 1%
(1) For purposes of this calculation, the number of Common Shares deemed
outstanding includes 26,314,504 Common Shares currently outstanding and
the number of Common Shares issuable to the named person(s) upon
redemption of Units or upon the exercise of options exercisable within 60
days.
(2) For purposes of this calculation, the number of Common Shares and Units
deemed outstanding includes 26,314,504 Common Shares currently
outstanding, 10,610,321 Units currently outstanding (excluding Units held
by the Company), and the number of Common Shares issuable to the named
person(s) upon the exercise of options exercisable within 60 days.
(3) The total includes 68,689 shares owned by Thomas Lowder, 175,296 shares
owned by Colonial Commercial Investments, Inc. ("CCI"), a corporation
owned equally by Thomas and James Lowder, 61,574 shares owned by Equity
Partners Joint Venture ("EPJV"), a general partnership of which Thomas,
James and Robert Lowder are the sole general partners, 9,457 shares owned
pursuant to the Company's 401(k) plan, 4,000 shares held in trust for the
benefit of Thomas Lowder's children and 58,502 shares subject to options
exercisable within 60 days. In addition, the total includes 538,211 Units
owned by Thomas Lowder, 1,356,919 Units owned by CCI, 1,012,976 Units
owned by EPJV and 195 Units held in trust for the benefit of Thomas
Lowder's children. Shares and Units owned by CCI are reported twice in
this table, once as beneficially owned by Thomas Lowder and again as
beneficially owned by James Lowder. Shares and Units owned by EPJV are
reported three times in this table, as beneficially owned by each of the
Lowder brothers.
(4) The total includes 54,020 shares owned by James Lowder, 175,296 shares
owned by CCI, 61,574 shares owned by EPJV, 19,200 shares owned by James
K. Lowder as custodian for his children, 11,252 shares owned pursuant to
the Company's 401(k) plan and 20,000 shares subject to options
exercisable within 60 days and 1,307 shares owned pursuant to the
Company's Non-Employee Trustee Share Plan. In addition, the total
includes 538,211 Units owned by James Lowder, 1,356,919 Units owned by
CCI, 1,012,976 Units owned by EPJV and 195 Units held in trust for the
benefit of James Lowder's children.
(5) The total includes 61,574 shares owned by EPJV and 5,000 shares subject
to options exercisable within 60 days. In addition, the total includes
737,201 Units owned by Robert Lowder, 1,012,976 Units owned by EPJV and
195 Units held in trust for the benefit of Robert Lowder's children.
(6) Based on a Schedule 13G filed with the SEC, reflecting beneficial
ownership as of December 31, 1998.
(7) Includes 1,000 shares owned by Mr. Bailey's spouse and 20,000 shares
subject to options exercisable within 60 days.
(8) Includes 60,422 shares owned by Brasfield & Gorrie, Inc., a corporation
controlled by Mr. Gorrie, 52,961 shares owned by Brasfield & Gorrie
General Contractor, Inc., a corporation controlled by Mr. Gorrie, 26,000
shares held in an account for Mr. Gorrie's aunt and over which Mr. Gorrie
shares voting and investment power, 2,300 shares held in trust for Mr.
Gorrie's brother, 10,000 shares subject to options exercisable within 60
days and 115,167 units owned by B&G Properties.
(9) Includes 564,262 Units owned by Mr. Johnson, 396,365 Units owned by
William M. Johnson Investments II, LLLP, en entity controlled by Mr.
Johnson, 74,505 Units owned by William M. Johnson Investments I, LLLP, an
entity controlled by Mr. Johnson, 12,706 Units owned by Mr. Johnson's
spouse and 348 Units owned by VRS Corp. I, an entity controlled by Mr.
Johnson. Also includes 1,667 shares subject to options exercisable within
60 days.
17
<PAGE>
(10) Includes 10,000 shares subject to options exercisable within 60 days and
526,934 Units owned by Meisler Enterprises L.P., a limited partnership of
which Mr. Meisler and his wife are the sole partners.
(11) Includes 20,000 shares subject to options exercisable within 60 days.
(12) Includes 6,667 shares subject to options exercisable within 60 days and
1,908,380 Units.
(13) Includes 369 Units. Mr. Nelson also owns 400 shares of the Company's
Series A Cumulative Redeemable Preferred Shares, representing less than
1.0% of the series outstanding.
(14) Includes, for Messrs. Nelson, Thompson, Hughey and Jackson, respectively,
4,634, 99, 442, and 0 shares held pursuant to the Company's 401(k) plan
and 25,077, 1,667, 11,868 and 3,334 shares subject to options exercisable
within 60 days.
(15) Includes 684,927 Common Shares, 7,783,139 Units and 237,801 Common Shares
subject to options exercisable within 60 days. Shares and Units held by
CCI and EPJV have been counted only once for this purpose.
(16) For purposes of this calculation, the number of Common Shares deemed
outstanding includes 26,314,504 Common Shares outstanding as of March 10,
1999, 7,783,139 Units reported as beneficially owned by Thomas H. Lowder,
James K. Lowder, Mr. Ripps, Mr. Meisler, Mr. Johnson, Mr. Gorrie and Mr.
Nelson, and 237,801 Common Shares subject to options exercisable within
60 days.
(17) For purposes of this calculation, the number of Common Shares and Units
deemed outstanding is described in note 2 to this table and includes
237,801 Common Shares subject to options exercisable within 60 days.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's trustees and executive officers to file reports with the SEC on
Forms 3, 4 and 5 for the purpose of reporting their ownership of and
transactions in Common Shares and Units. During 1998, Mr. Bailey was late in
filing one Form 4 to report one acquisition of common shares by his spouse,
and Mr. Ripps was late in filing one Form 4 to report his acquisition of
common shares upon exercise of an option.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Proposals of shareholders to be presented at the 2000 Annual Meeting
must be received by the Secretary of the Company prior to November 25, 1999 to
be considered for inclusion in the Company's proxy material for the 2000 Annual
Meeting of Shareholders. In addition, any shareholder who wishes to propose a
nominee to the Board of Trustees or submit any other matter to a vote at a
meeting of shareholders (other than a shareholder proposal included in the
Company's proxy materials pursuant to SEC Rule 14a-8) must be delivered to the
Secretary of the Company no earlier than January 25, 2000 and no later than
February 24, 2000, and must comply with the advance notice provisions and other
requirements of Article II, Section 12 of the Company's By-laws, which are on
file with the Securities and Exchange Commission and may be obtained from the
Secretary of the Company upon request.
VOTING PROCEDURES AND COSTS OF PROXY SOLICITATION
Under the Company's By-laws and Alabama statutory law governing real
estate investment trusts organized under Alabama law, shares represented by
proxies that reflect abstentions will be counted as shares that are present and
entitled to vote for purposes of determining the presence of a quorum. Trustees
will be elected by a favorable vote of a plurality of the Common Shares present
and entitled to vote, in person or by proxy, at the Meeting. Accordingly,
abstentions from the election of trustees will not affect the election of
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the candidates receiving the most votes. With respect to all other proposals to
come before the Meeting, abstentions will have the same effect as votes against
such proposal.
The cost of preparing, assembling, and mailing the proxy material will
be borne by the Company. The Company will also request persons, firms and
corporations holding shares in their names or in the names of their nominees,
which shares are beneficially owned by others, to send the proxy material to,
and to obtain proxies from, such beneficial owners and will reimburse such
holders for their reasonable expenses in doing so.
Your vote is important. Please complete the enclosed proxy card and
mail it in the enclosed postage-paid envelope as soon as possible.
By Order of the Board of Trustees
/s/ Howard B. Nelson, Jr.
---------------------------------
Howard B. Nelson, Jr.
Chief Financial Officer and
Secretary
March 25, 1999
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[COLONIAL LOGO]
COLONIAL PROPERTIES TRUST
THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
Regardless of whether you plan to attend the Annual Meeting of Shareholders,
please execute your proxy promptly and return it in the enclosed envelope.
RECENT COMPANY HIGHLIGHTS
/ / Our funds from operations (FFO) per share increased to $2.97 from $2.70
for 1997, an increase of 10.0%.
/ / We increased our dividend, for the fifth straight year, from $2.20 per
share in 1998 to $2.32 per share (annualized) in 1999.
/ / The Company completed $348 million of property acquisitions and joint
ventures and $52 million of property dispositions.
/ / The Company issued $175 million of senior unsecured debt, $140 million
of common shares and $34 million of operating partnership units.
__ DETACH HERE DETACH HERE
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|X| PLEASE MARK
VOTES AS IN
EXAMPLE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SHAREHOLDER. IF NO DIRECTION IS OTHERWISE MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2 AND IN THE DISCRETION OF THE NAMED PROXIES AS TO ANY OTHER
MATTERS PROPERLY PRESENTED AT THE MEETING. THIS PROXY MAY BE REVOKED AT ANY TIME
BEFORE IT IS VOTED BY DELIVERY TO THE SECRETARY OF THE COMPANY OF EITHER A
WRITTEN REVOCATION OF THE PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE,
OR BY APPEARING AT THE ANNUAL MEETING AND VOTING IN PERSON.
1. To elect the following nominees to the Board of Trustees.
Nominees: William M. Johnson, Claude B. Nielsen and Donald T. Senterfitt.
| | FOR ALL | | WITHHOLD | |
NOMINEES AUTHORITY ----------------------------------
TO VOTE INSTRUCTION: TO VOTE FOR ALL NOMINEES
FOR ALL EXCEPT AS INDICATED ON THE LINE ABOVE
NOMINEES
2. To ratify the appointment of PricewaterhouseCoopers LLP, as independent
auditors of the Company for the fiscal year ending December 31, 1999.
| | FOR | | AGAINST | | ABSTAIN
[ADDRESS] MARK HERE FOR ADDRESS
CHANGE AND NOTE AT LEFT | |
Please sign exactly as your name appears
hereon. Joint owners should each sign. When
signing as attorney, executor,
administrator, trustee, or guardian, please
give full title as such.
Signature: Date: Signature: Date:
---------------- --------- -------------- --------
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COLONIAL PROPERTIES TRUST
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF
THE COMPANY FOR ANNUAL MEETING TO BE HELD ON APRIL 22, 1999
The undersigned, being a shareholder of Colonial Properties Trust (the
"Company"), hereby appoints Thomas H. Lowder and Howard B. Nelson, Jr., or
either of them, with full power of substitution in each, as proxies and hereby
authorizes such proxies, or either of them, to represent the undersigned at the
Annual Meeting of Shareholders of the Company to be held in the auditorium on
the lobby (second floor) of Colonial Plaza, 2101 Sixth Avenue North, Birmingham,
Alabama 35203, on April 22, 1999 at 10:30 a.m., central daylight savings time,
and at any adjournment of said meeting, and thereat to act with respect to all
votes that the undersigned would be entitled to cast, if then personally
present, in accordance with the following instructions. The undersigned
shareholder hereby revokes any proxy or proxies heretofore given.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE
BOX, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF TRUSTEES' RECOMMENDATIONS. THE PROXIES CANNOT VOTE
YOUR PREFERENCES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
