<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
COLONIAL PROPERTIES TRUST
-------------------------
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST, $0.01 PAR VALUE PER SHARE
---------------------------------------------------------------
(Title of Class of Securities)
195872 10 6
-----------
(CUSIP Number)
Thomas H. Lowder
Colonial Properties Trust
Colonial Plaza, Suite 750
2101 Sixth Avenue North
BIRMINGHAM, AL 35203
-------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
FEBRUARY 17, 1995
-----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 195872 10 6 Page 2 of 13 Pages
- ---------------------- --------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas H. Lowder
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, AF, 00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
78,489 (0.3%) *
NUMBER OF 596,907 (upon exercise of options and redemption
of units of limited partnership interest
("Units") in Colonial Realty
Limited Partnership) (2.5%) **
-------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 236,870 (0.9%) ***
OWNED BY 2,369,895 (upon redemption of Units) (9.1%) ****
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 78,489 (0.3%) *
PERSON 586,241 (upon exercise of options and redemption of
Units ) (2.5%) **
-------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
236,870 (0.9%) ***
2,369,895 (upon redemption of Units) (9.1%) ****
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,282,161
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 195872 10 6 Page 3 of 13 Pages
- ---------------------- --------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James K. Lowder
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, AF, 00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
81,520 (0.3%) *****
NUMBER OF 553,406 (upon exercise of options and redemption
of Units) (2.4%) ******
---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 236,870 (0.9%) ***
OWNED BY 2,369,895 (upon redemption of Units) (9.1%) ****
---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 81,520 (0.3%) *****
PERSON 553,406 (upon exercise of options and redemption
of Units) (2.4%) ******
---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
236,870 (0.9%) ***
2,298,548 (upon redemption of Units) (9.1%) ****
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,241,691
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
CUSIP No. 195872 10 6 Page 4 of 13 Pages
- ---------------------- --------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert E. Lowder
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
31,215 (0.1%) +
NUMBER OF 742,396 (upon the exercise of options and the
redemption of Units) (2.9%) ++
-------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 61,574 (0.2%) +++
OWNED BY 1,012,976 (upon redemption of Units) (3.8%) ++++
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 31,215 (0.1%) +
PERSON 742,396 (upon redemption of Units) (2.9%) ++
-------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
61,574 (0.2%) +++
1,012,976 (upon redemption of Units) (3.8%) ++++
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,848,161
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
CUSIP No. 195872 10 6 Page 5 of 13 Pages
- ---------------------- --------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Equity Partners Joint Venture ("EPJV")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alabama
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
61,574 (0.2%)
NUMBER OF 1,012,976 (upon redemption of Units) (3.8%)
-------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 61,574 (0.2%)
PERSON 1,012,976 (upon redemption of Units) (3.8%)
-------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,074,550
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
CUSIP No. 195872 10 6 Page 6 of 13 Pages
- ---------------------- --------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Colonial Commercial Investments, Inc. ("CCI")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alabama
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
175,296 (0.7%)
NUMBER OF 1,356,919 (upon redemption of Units) (4.9%)
------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 175,296 (0.7%)
PERSON 1,356,919 (upon redemption of Units) (4.9%)
------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,532,215
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
* Includes 9,258 Common Shares owned in the Colonial Properties Trust
401(k) Plan as of 12/31/98 and 4,000 Common Shares owned by a trust for
the benefit of Thomas H. Lowder's children.
** Includes 58,501 Common Shares issuable upon exercise of options which
are exercisable within 60 days, 538,211 Units owned by Thomas H. Lowder
and 195 Units owned by a trust for the benefit of Thomas H. Lowder's
children.
*** Includes 175,296 Common Shares owned by Colonial Commercial
Investments, Inc. ("CCI"), an entity wholly owned and controlled by
Thomas H. Lowder and James K. Lowder, and 61,574 Common Shares owned by
Equity Partners Joint Venture ("EPJV"), a general partnership of which
Thomas H. Lowder, James K. Lowder and Robert E. Lowder are, directly or
indirectly, the general partners.
**** Includes 1,356,919 Common Shares issuable upon redemption of Units
owned by CCI and 1,012,976 Common Shares issuable upon redemption of
Units owned by EPJV.
***** Includes 11,022 Common Shares owned in the Colonial Properties Trust
401(k) Plan as of 12/31/98, 19,200 Common Shares owned by James K.
Lowder as custodian for his children and 1,278 Common Shares owned
through the Colonial Properties Trust Non-Employee Trustee Share Plan.
****** Includes 15,000 Common Shares issuable upon exercise of options which
are exercisable within 60 days, 1998, 538,211 Units owned by James K.
Lowder, and 195 Units owned by a trust for the benefit of James K.
Lowder's children.
+ Includes 31,215 Common Shares owned by Robert E. Lowder.
++ Includes 737,201 Units owned by Robert E. Lowder, 5,000 Common Shares
issuable upon exercise of options which are exercisable within 60 days
and 195 Units owned by a trust for the benefit of Robert E. Lowder's
children.
+++ Includes 61,574 Common Shares owned by EPJV.
++++ Includes 1,012,976 Units owned by EPJV.
<PAGE>
Item 1. SECURITY AND ISSUER
This statement relates to the Common Shares of Beneficial Interest, par
value $0.01 per share ("Common Shares"), of Colonial Properties Trust, an
Alabama real estate investment trust (the "Issuer"). The principal executive
offices of the Issuer are located at 2101 Sixth Avenue North, Suite 750,
Birmingham, AL 35203.
This statement amends and supplements, to the extent set forth below,
the Schedule 13D filed on August 11, 1994 by Colonial Properties, Inc., an
Alabama corporation ("CPI"), Equity Partners Joint Venture, an Alabama joint
venture ("EPJV"), Colonial Properties Management Association, an Alabama general
partnership ("CPMA"), Thomas H. Lowder, James K. Lowder and Robert E. Lowder
(the "Original 13D"). This amendment is being filed to update certain
information contained in the Original 13D, including primarily the structure of
beneficial ownership of securities of the Issuer by the reporting persons named
herein.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed by Thomas H. Lowder, James K. Lowder and
Robert E. Lowder, who are brothers; by EPJV, a general partnership of which
Thomas H. Lowder, James K. Lowder and Robert E. Lowder, indirectly through
certain entities they control, are the general partners; and by Colonial
Commercial Investments, Inc. ("CCI"), an entity wholly owned and controlled by
Thomas H. Lowder and James K. Lowder. (Thomas H. Lowder, James K. Lowder, Robert
E. Lowder, EPJV and CCI are collectively referred to herein as the "Reporting
Persons.") Thomas H. Lowder is the managing agent of EPJV.
Thomas H. Lowder's principal occupation is serving as Chairman of
the Board, President and Chief Executive Officer of the Issuer. James K.
Lowder's principal occupation is serving as President of Lowder Construction
Company, Inc., a corporation engaged in the construction management business.
James K. Lowder also serves as a trustee of the Issuer. Robert E. Lowder's
principal occupation is serving as Chairman of the Board and Chief Executive
Officer of The Colonial BancGroup, Inc., a bank holding company. The
principal business of EPJV is to serve as a vehicle through which Thomas H.
Lowder, Robert E. Lowder and James K. Lowder hold certain real estate related
assets and investments. The principal business of CCI is to serve as a
vehicle through which Thomas H. Lowder and James K. Lowder hold real estate
related assets and investments.
The business address of EPJV and Thomas H. Lowder is Colonial Plaza,
Suite 750, 2101 Sixth Avenue North, Birmingham, AL 35203. The business
address of CCI, Lowder Construction Company, Inc. and James K. Lowder is 2000
Interstate Park Drive, Suite 400, Montgomery, AL 36109. The business address
of The Colonial BancGroup, Inc. and Robert E. Lowder is 1 Commerce Street,
Montgomery, AL 36104.
Each of Thomas H. Lowder, James K. Lowder and Robert E. Lowder is a
citizen of the United States.
<PAGE>
None of the Reporting Persons has during the last five years been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) INITIAL ACQUISITIONS. In connection with the Issuer's initial
public offering ("IPO"), which was consummated on September 29, 1993, the Issuer
became a registrant under Section 12 of the Securities Exchange Act of 1934 on
September 22, 1993. In connection with the consummation of the IPO and the
formation of the Issuer and its subsidiaries, Thomas H. Lowder, James K. Lowder
and Robert E. Lowder (collectively, the "Lowder brothers") transferred to the
Issuer and Colonial Realty Limited Partnership, a Delaware limited partnership
(the "Operating Partnership"), their interests in certain properties and other
real estate assets, in exchange for (i) units of partnership interest in the
Operating Partnership ("Units"), which are redeemable by the holder thereof for
Common Shares (or, at the Issuer's option, cash), (ii) Common Shares, (iii) cash
and (iv) the assumption of mortgage indebtedness secured by such properties.
Some of the Units and Common Shares received by the Lowder brothers were
originally held through CPI and CPMA, both of which were owned equally by the
Lowder brothers, through EPJV and through trusts controlled by the Lowder
brothers, with the remaining Units and Common Shares owned directly by Thomas H.
Lowder, James K. Lowder or Robert E. Lowder.
On February 17, 1995, the entities through which the Lowder brothers
beneficially owned certain of their Common Shares and Units were reorganized.
The reorganization did not increase or decrease the number of Common Shares
or Units beneficially owned by the Lowder brothers. As part of the
reorganization, CPI distributed all of its holdings of Common Shares and
Units, through a series of transactions, to Colonial Commercial Investments,
Inc. ("CCI") and CBC Realty, Inc. ("CBC"), a corporation which was wholly
owned by Robert E. Lowder and which was dissolved in 1998. CPI distributed
175,296 Common Shares and 1,199,831 Units to CCI, and 31,215 Common Shares
and 213,665 Units to CBC. Also on February 17, 1995, CPMA made a pro rata
distribution of all of its holdings of Units to the Lowder brothers. Thomas
H. Lowder and James K. Lowder each received 518,870 Units, and Robert E.
Lowder received 518,871 Units. As a result of the foregoing transactions
(collectively, the "Restructuring Transaction"), and following the
dissolution of CBC in 1998, the Units and Common Shares received by the
Lowder brothers in connection with the IPO and originally held by CPI, EPJV
and CPMA are now held by CCI, EPJV and the Lowder brothers individually.
There was no consideration paid by any party in connection with the
Restructuring Transaction.
(b) POST-IPO TRANSACTIONS. In addition to the Common Shares and Units
originally acquired in connection with the IPO, Thomas H. Lowder has, since the
consummation of the IPO, individually (or through a trust controlled by him)
acquired the following securities: (i) 17,500 Common Shares for cash, at prices
ranging from $22.50 to $26.5625 per share; and (ii) 11,210 Common Shares awarded
pursuant to the Issuer's Employee Share Option and Restricted Share Plan. The
source of the funds used to acquire such shares was Thomas H. Lowder's personal
funds. Also, James K. Lowder has
<PAGE>
acquired (i) 28,700 Common Shares at prices ranging from $22.75 to $30.125 per
share, and (ii) 1,278 Common Shares through the Issuer's Non-Employee Trustee
Share Plan. The source of the funds used to acquire such shares was James K.
Lowder's personal funds. Also, as of December 31, 1998 Thomas H. Lowder and
James K. Lowder have acquired approximately 9,258 and 11,022 Common Shares,
respectively, through their 401(k) retirement plans. Such Common Shares have
been acquired with personal funds of Thomas H. Lowder and James K. Lowder,
respectively. Thomas H. Lowder has also been awarded options to purchase 63,845
Common Shares pursuant to the Issuer's Employee Share Option and Restricted
Share Plan, of which options to purchase 58,501 Common Shares are exercisable
within 60 days. James K. Lowder has been awarded options to purchase 25,000
Common Shares under the Issuer's Trustee Share Option Plan, of which options to
purchase 15,000 Common Shares are exercisable within 60 days. Robert E. Lowder
has been awarded options to purchase 5,000 Common Shares under the Issuer's
Trustee Share Option Plan, all of which options are exercisable.
On July 1, 1996, CCI received an additional 58,466 Units in connection
with the Operating Partnership's acquisition of certain CCI properties.
On March 25, 1997, EPJV received an additional 12,244 Units in
connection with the Operating Partnership's acquisition of the Inverness Family
Medical Center.
On July 1, 1997, CCI received an additional 85,741 Units in connection
with the Operating Partnership's acquisition of certain of CCI's properties.
On October 7, 1998, CCI received an additional 34,700 Units in
connection with the Operating Partnership's acquisition of certain of CCI's
properties.
On November 18, 1998, CCI received an additional 36,647 Units in
connection with the Operating Partnership's acquisition of certain of CCI's
properties.
Item 4. PURPOSE OF TRANSACTION
Pursuant to the Restructuring Transaction, the entities through which
the Lowder brothers hold the Common Shares and Units received by them in
connection with the IPO were restructured. The aggregate number of Common Shares
and Units held by the Lowder brothers was not changed as a result of the
Restructuring Transaction. However, as a result of the Restructuring
Transaction, two entities (CPMA and CPI) that were required to be included as
Reporting Persons on the Original 13D are no longer required to so report. In
addition, EPJV is no longer required to report because it no longer beneficially
owns five percent of the Issuer's Common Shares. CCI, partly as a result of the
Common Shares and Units it acquired in the Restructuring Transaction and partly
as a result of its subsequent acquisitions of Units, is now required to report
because it now beneficially owns over five percent of the Issuer's Common
Shares. This Amendment to the Original 13D is being filed to reflect the revised
ownership structure, as well as to update the number of Common Shares and Units
owned by the Lowder brothers as a result of various transactions, including
purchases of Common Shares and awards of Common Shares and options to purchase
Common Shares pursuant to the Issuer's benefit plans.
The Reporting Persons have acquired their Common Shares and their Units
<PAGE>
for investment. The Reporting Persons may, however, from time to time, in the
ordinary course of their business, invest in additional Common Shares or may,
depending upon market conditions and other factors deemed relevant, engage in a
sale or other disposition of all or a portion of the Common Shares and Units
reported herein.
The Reporting Persons have no present plans or proposals that relate to
or would result in an extraordinary corporate transaction involving the Issuer
or any of its subsidiaries, a sale or transfer of any of the Issuer's assets, a
change in the present Board of Trustees or management of the Issuer, a change in
the present capitalization or dividend policy of the Issuer, or any other
material change in the Issuer's business or corporate structure, changes in the
Issuer's Declaration of Trust or bylaws or with respect to the delisting or
deregistration of any of the Issuer's securities.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
The Reporting Persons beneficially own, in the aggregate, 4,690,698
Common Shares of the Issuer (which includes 4,184,103 Common Shares issuable
upon redemption of Units and 78,501 Common Shares issuable upon exercise of
options exercisable within 60 days), which represent approximately 15.4% of the
outstanding Common Shares as of February 10, 1999 (assuming no other person
redeems Units for, or exercises options to acquire, Common Shares). Of such
aggregate amount, Thomas H. Lowder has sole voting and dispositive power with
respect to 136,990 Common Shares, including 65,231 Common Shares which he owns
outright, 9,258 Common Shares owned in the Issuer's 401(k) Plan, 4,000 Common
Shares owned by a trust for the benefit of Thomas H. Lowder's children and
58,501 Common Shares issuable upon the exercise of options which are exercisable
within 60 days. Thomas H. Lowder also has sole voting and dispositive power with
respect to 538,406 Units, including 538,211 Units which he owns outright and 195
Units owned by a trust for the benefit of his children.
James K. Lowder has sole voting and dispositive power with respect to
96,520 Common Shares, including 50,020 Common Shares which he owns outright,
11,022 Common Shares owned in the Issuer's 401(k) Plan, 19,200 Common Shares
owned by James K. Lowder as custodian for his children, 1,278 Common Shares
owned through the Colonial Properties Trust Non-Employee Trustee Share Plan and
15,000 Common Shares issuable upon the exercise of options which are exercisable
within 60 days. James K. Lowder also has sole voting and dispositive power with
respect to 538,406 Units, including 538,211 Units which he owns outright and 195
Units owned by a trust for the benefit of his children.
Robert E. Lowder has sole voting and dispositive power with respect
to 31,215 Common Shares and 5,000 Common Shares issuable upon the exercise of
options which are exercisable within 60 days. Robert E. Lowder also has sole
voting and dispositive power with respect to 737,201 Units which he owns
outright and 195 Units owned by a trust for the benefit of his children.
Thomas H. Lowder and James K. Lowder each own 50% of CCI, which owns
175,296 Common Shares and 1,285,572 Common Shares issuable upon redemption of
Units. By virtue of their control of CCI, each of Thomas H. Lowder and James K.
Lowder
<PAGE>
are deemed to have shared voting and dispositive power with respect to all
Common Shares beneficially owned by CCI. The three Lowder brothers own equal
interests in EPJV, which owns 61,574 Common Shares and 1,012,976 Common Shares
issuable upon redemption of Units. By virtue of their control of EPJV, each of
Thomas H. Lowder, James K. Lowder and Robert E. Lowder are deemed to have shared
voting and dispositive power with respect to all shares owned by EPJV. Upon the
filing of this report, EPJV will cease to be a reporting person as its
beneficial ownership percentage has dropped below five percent.
During the past 60 days, other then as described herein, no
transactions in the Common Shares of the Issuer have been effected by any of
the Reporting Persons. No other person has the right to receive or the power
to direct the receipt of dividends from or the proceeds from the sale of the
Common Shares beneficially owned by a Reporting Person.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as described herein, the Reporting Persons have not entered into
any contracts, arrangements, understandings or relationships (legal or
otherwise) among themselves or with any other person with respect to any
securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement pursuant to Rule 13d-1(f)(1)(iii)
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in the Schedule 13D is true, complete and
correct.
Equity Partners Joint Venture
By: /s/Thomas H. Lowder
--------------------------------------
Thomas H. Lowder
Managing Agent
Colonial Commercial Investments, Inc.
By: /s/James K. Lowder
--------------------------------------
James K. Lowder
President
/s/Thomas H. Lowder
--------------------------------------
Thomas H. Lowder
/s/James K. Lowder
--------------------------------------
James K. Lowder
/s/Robert E. Lowder
--------------------------------------
Robert E. Lowder
Dated: February 11, 1999
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree to the joint
filing on behalf of each in turn of this statement and any subsequent amendments
thereto.
Equity Partners Joint Venture
By: /s/Thomas H. Lowder
--------------------------------------
Thomas H. Lowder
Managing Agent
Colonial Commercial Investments, Inc.
By: /s/James K. Lowder
--------------------------------------
James K. Lowder
President
/s/Thomas H. Lowder
--------------------------------------
Thomas H. Lowder
/s/James K. Lowder
--------------------------------------
James K. Lowder
/s/Robert E. Lowder
--------------------------------------
Robert E. Lowder
Dated: February 11, 1999
