As filed with the Securities and Exchange
Commission on October 23, 2000 Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COLONIAL PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Alabama 59-7007599
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
2101 Sixth Avenue North, Suite 750
Birmingham, Alabama 35202
(205) 250-8700
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Thomas H. Lowder
2101 Sixth Avenue North, Suite 750
Birmingham, Alabama 35202
(205) 250-8700
(Name, address, including zip code, and telephone number,
including area code of agent for service)
Copies to:
J. Warren Gorrell, Jr.
Alan L. Dye
Hogan & Hartson L.L.P.
Columbia Square
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this form are being pursuant to
dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================== =================== ====================== ====================== ==========================
Proposed maximum
Title of securities to be registered Amount to be offering price per Proposed maximum Amount of
registered security aggregate offering registration fee
price
--------------------------------------- ------------------- ---------------------- ---------------------- -------------------------
Common Shares of Beneficial Interest,
<S> <C> <C> <C> <C> <C> <C> <C>
par value $0.01 per share 600,000(1) $24.625 (2) $14,775,000 (2) $3,900.60 (2)
--------------------------------------- ------------------- ---------------------- ---------------------- -------------------------
</TABLE>
(1) This amount does not include 600,000 Common Shares previously registered on
Registration Statement No. 33-91070 and to which the prospectus contained herein
also relates pursuant to Rule 429 under the Securities Act of 1933. A
registration fee in the aggregate amount of $4,771.55 previously was paid in
connection with these Common Shares.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 based
upon the average of the high and low price for the shares of the Registrant's
Common Shares of Beneficial Interest reported on the New York Stock Exchange on
October 18, 2000 solely for purposes of calculating the registration fee.
The registrant hereby amends the registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS COLONIAL PROPERTIES TRUST
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
1,200,000 Common Shares of Beneficial Interest,
par value $.01 per share
-----------------------
The Dividend Reinvestment and Share Purchase Plan (the "Plan") of Colonial
Properties Trust (the "Company," which may be referred to as "we" or "us")
provides participants with a convenient and economical method of investing in
the Company's Common Shares of Beneficial Interest, par value $0.01 per share.
The Plan is open to:
o holders of our Common Shares;
o holders of Units of limited partnership interest in Colonial Realty Limited
Partnership (the "Operating Partnership").
The Plan allows you to:
o reinvest all or part of cash dividends paid on your Common Shares in
additional Common Shares;
o invest all or part of cash distributions paid on your Units in Common
Shares; and
o purchase additional Common Shares by making optional cash payments of at
least $200 per payment up to a maximum of $25,000 per calendar year (or
such larger amount as we may approve in advance). See "Description of the
Plan--Question 13."
At our discretion, the Plan Administrator, currently Equiserve Limited
Partnership, will purchase for Plan participants either:
o newly issued Common Shares from the Company at a price equal to 95% of the
average of the daily high and low sales prices for the Common Shares
reported on The New York Stock Exchange ("NYSE") for the ten trading days
immediately preceding the reinvestment or cash investment date (as defined
in the Prospectus), provided, however, that the price must be at least 95%
of the closing price of the Common Shares on the reinvestment or cash
investment date; or
o Common Shares purchased in the open market (including negotiated
transactions) at a price equal to 95% of the weighted average of the prices
paid (including brokerage and related costs) for all Common Shares
purchased in the open market by the Plan Administrator on the reinvestment
date or cash investment date. See "Description of the Plan - Question 16."
The 5% discount may be reduced or eliminated at any time without notice. Our
Common Shares are listed on the NYSE under the symbol "CLP." On October 18,
2000, the closing price of the Common Shares as reported on the NYSE was
$24.6875 per share.
To enroll in the Plan, simply complete the enclosed Authorization Card and
return it in the envelope provided. A broker, bank or other nominee may reinvest
dividends, but may not make optional cash payments, on behalf of beneficial
owners. This Prospectus is intended to replace the prospectus dated October 26,
1998. You should keep this Prospectus for future reference.
-----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
-----------------------
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such an offer or solicitation in such
jurisdiction.
-----------------------
The date of this Prospectus is October 23, 2000.
<PAGE>
THE COMPANY
When we refer to "the Company" in this prospectus, we mean Colonial
Properties Trust and one or more of its subsidiaries (including Colonial Realty
Limited Partnership, Colonial Properties Services Limited Partnership and
Colonial Properties Services, Inc.) or, as the context may require, Colonial
Properties Trust only.
The Company is one of the largest owners, developers and operators of
multifamily, retail and office properties in the Sunbelt region of the United
States. It is a fully-integrated real estate company whose activities include,
as of June 30, 2000, the ownership and operation of a portfolio of 114
properties located in Alabama, Florida, Georgia, Mississippi, North Carolina,
South Carolina, Tennessee, Texas and Virginia, development of new properties and
acquisitions of existing properties. The Company is a self-administered equity
REIT that, as of June 30, 2000, owns 54 multifamily apartment communities
containing a total of approximately 17,000 apartment units, 42 retail properties
containing a total of approximately 14.0 million square feet of retail shopping
space, 18 office properties containing a total of approximately 3.1 million
square feet of office space, and certain parcels of land adjacent to or near
certain of these properties (collectively, the "Properties").
The Company is the sole general partner of and, as of June 30, 2000,
holds approximately 65.3% of the Units and 55.6% of the preferred units of the
Operating Partnership. The Company conducts all of its business through the
Operating Partnership and the Company's two management subsidiaries, Colonial
Properties Services Limited Partnership, which provides management services for
the Company's properties, and Colonial Properties Services, Inc., which provides
management services for properties owned by third parties. As sole general
partner of the Operating Partnership, the Company has the exclusive power to
manage and conduct the business of the Operating Partnership, subject to certain
limited exceptions.
The Company's experienced staff of approximately 1,039 employees
provides a full range of real estate services from its headquarters in
Birmingham, Alabama and from sixteen regional offices located in the Birmingham,
Mobile, Huntsville and Montgomery, Alabama, Orlando and Tampa, Florida,
Greenville, South Carolina, Burlington, North Carolina and Macon and Roswell,
Georgia metropolitan areas, and from the locations of our properties.
The Company is an Alabama real estate investment trust. The principal
executive offices of the Company are located at 2101 Sixth Avenue North, Suite
750, Birmingham, Alabama 35203, and its telephone number is (205) 250-8700.
<PAGE>
DESCRIPTION OF THE PLAN
The Plan
The following questions and answers set forth the provisions of and
constitute the Company's Dividend Reinvestment and Share Purchase Plan. Holders
of Common Shares and Units who do not participate in the Plan will continue to
receive cash dividends, if and as declared, or cash distributions in accordance
with the Operating Partnership Agreement, in the usual manner. The text of the
Plan is as follows:
Purpose
1. What is the purpose of the Plan?
The Plan provides eligible holders of Common Shares and Units with a
convenient and economical method of investing in the Company's Common Shares at
a discount from the prevailing market price. The Plan is intended to benefit
long-term investors in the Company and/or the Operating Partnership who wish to
increase their investment in Common Shares. The Plan will also assist the
Company in raising funds for general business purposes, to the extent that
Common Shares are purchased from the Company rather than in the open market. If
the Common Shares are purchased from the Company, the Company will invest the
proceeds of the purchase in the Operating Partnership in exchange for a
corresponding number of Units.
Eligibility
2. Who is eligible to participate in the Plan?
(a) Shareholders who own Common Shares registered in their own names on
the share transfer books of the Company or who own whole Common Shares held in
their Plan account ("Record Owners") are eligible to participate directly in the
Plan. Shareholders who hold Common Shares that are registered ii someone else's
name (for example, in the name of a broker, bank or other nominee) ("Beneficial
Owners") who wish to participate in the Plan should either (i) make arrangements
with their broker, bank or other nominee to participate in the Plan on their
behalf or (ii) become Record Owners by arranging with their broker, bank or
other nominee to have their Common Shares transferred into their own names. Both
Record Owners and Beneficial Owners are eligible to participate in the dividend
reinvestment feature of the Plan. Brokers or banks holding Common Shares as
nominee may participate in the dividend reinvestment feature of the Plan through
Depository Trust Company Dividend Reinvestment Service. Only Record Owners may
participate in the optional cash payment feature of the Plan. Beneficial Owners
who wish to make optional cash payments under the plan should become Record
Owners as described above.
(b) Unitholders are eligible to invest cash distributions from the
Operating Partnership in the Company's Common Shares in accordance with the
Plan. Unitholders also may participate in the optional cash payment feature of
the Plan for the purchase of additional Common Shares.
Record Owners who participate in the Plan directly, brokers, banks and
other nominees who participate in the dividend reinvestment feature of the Plan
on behalf of Beneficial Owners, and unitholders who choose to participate are
sometimes referred to hereinafter as "Participants."
Shareholders and unitholders who reside in jurisdictions in which it is
unlawful for the Company to permit their participation are not eligible to
participate in the Plan. The Company also may exclude shareholders and
unitholders who reside in jurisdictions that require registration of the Common
Shares or of the Company's officers, trustees or employees as agents in
connection with sales pursuant to the Plan. Shareholders and unitholders who are
citizens or residents of a country other than the United States, its territories
and possessions should make certain that their participation does not violate
local laws governing taxes, currency and exchange controls, share registration,
foreign investments or other matters. Purchases under the Plan also are subject
to the restrictions on share ownership set forth in the Company's Declaration of
Trust, which generally prohibits persons from owning (directly or by
attribution) more than 5% of the Company's outstanding Common Shares.
Advantages and Disadvantages to Participants
3. What are the advantages of the Plan?
(a) The Plan provides Participants with the opportunity to reinvest
cash dividends paid on all or a portion of their Common Shares, or cash
distributions paid on all or a portion of their Units, in additional Common
Shares. If eligible, Participants may also purchase additional Common Shares
through optional cash payments.
(b) The price per share for Common Shares purchased for Participants in
the Plan will reflect a discount of 5% from the market price (calculated in
accordance with Question 16).
(c) All cash dividends or distributions paid on Participants' Common
Shares and/or Units and all optional cash payments made by a Participant can be
fully invested in additional Common Shares because the Plan permits fractional
share interests to be credited to Plan accounts. In addition, dividends will be
paid on, and may be reinvested with respect to, such fractional share interests.
(d) The Plan Administrator, at no charge to Participants, provides for
the safekeeping of certificates for shares credited to each Plan account.
(e) Periodic statements reflecting all current activity, including
share purchases and latest Plan account balance, simplify recordkeeping for
Participants.
4. What are the disadvantages of the Plan?
(a) Participants who reinvest dividends paid on Common Shares will be
treated for federal income tax purposes as having received a dividend but will
not receive cash to pay any tax payment obligation.
(b) The income tax treatment of distributions paid on Units that are
reinvested under the Plan is unclear because there is no clear legal authority
regarding the income tax treatment of a limited partner in a partnership who
invests cash distributions from the partnership in shares of another entity.
(c) Participants will have limited control regarding the specific
timing of purchases and sales under the Plan.
(d) The price per share for Common Shares purchased from the Company
will reflect a discount of 5% from the average of the high and low sale prices
of the Common Shares on the NYSE for each of the ten Trading Days preceding the
date of purchase, provided that the purchase price may not be less than 95% of
the closing price of the Common Shares on the date of purchase. Where the
average price of the Common Shares during the ten preceding Trading Days is
sufficiently higher than the price of the Common Shares on the date of purchase,
the purchase price may be greater than the market price of the Common Shares on
the date of purchase.
Administration
5. Who administers the Plan for Participants?
Equiserve Limited Partnership, as Plan Administrator, is responsible
for administering the Plan. The Plan Administrator keeps records, sends
statements of account to each Participant and performs other duties related to
the Plan. The Plan Administrator also acts as the dividend disbursing agent,
paying agent, transfer agent and registrar for the Common Shares. The Company
may replace the Plan Administrator at any time.
Although the Plan Administrator generally administers the Plan,
unitholders may initiate and terminate their participation in the Plan only by
notifying the Operating Partnership at the address set forth below.
Participation by Shareholders and Unitholders
6. How does an eligible holder of Common Shares or Units enroll in the Plan
and become a Participant?
A Record Owner may enroll in the Plan by completing and signing an
Authorization Card and returning it to the Plan Administrator. If Common Shares
are registered in more than one name (e.g., joint tenants or trustees), all
Record Owners must sign the Authorization Card exactly as their names appear on
the account registration. An eligible unitholder may enroll in the Plan by
completing and signing an Authorization Card and returning it to the Operating
Partnership. If Units are registered in more than one name, all owners of the
Units must sign the Authorization Card exactly as their names appear on the
account registration.
Beneficial Owners who wish to have their broker, bank or other nominee
participate in the Plan on their behalf should communicate with their broker,
bank or other nominee for information regarding how to do so. Brokers or banks
holding Common Shares as nominee may participate in the Plan through Depository
Trust Company Dividend Reinvestment Service.
Written requests for Authorization Cards, completed Authorization Cards
and cash payment forms, optional cash payments, notices of withdrawal and all
other communications by holders of Common Shares should be sent to the Plan
Administrator at:
Equiserve Limited Partnership
P.O. Box 8040
Boston, Massachusetts 02266-8040
Participants may telephone the Plan Administrator between 8:00 a.m. and
7:00 p.m. Eastern Time at:
(800) 730-6001 or (781) 575-3120
Please mention Colonial Properties Trust and your account number in all
correspondence.
Unitholders should forward all optional cash payments and requests for
account information directly to the Plan Administrator at the address above, but
all other communications by unitholders, including requests for completed
Authorization Cards and notices of termination, should be sent to the Operating
Partnership at:
Colonial Realty Limited Partnership
2101 Sixth Avenue North, Suite 750
Birmingham, Alabama 35203
Telephone number: (205) 250-8700
7. When may an eligible shareholder or unitholder enroll in the Plan?
An eligible shareholder or unitholder may enroll in the Plan at any
time. Once an Authorization Card is received by the Plan Administrator or, if
applicable, the Operating Partnership, a Participant will remain enrolled in the
Plan until such Participant discontinues participation or until the Plan is
terminated.
8. How does a Participant indicate the extent of his or her participation in
the Plan?
The Authorization Card allows each eligible shareholder or unitholder
to determine the extent to which he or she wants to participate in the Plan. The
Authorization Card appoints the Plan Administrator as agent for the Participant
and, if a dividend or distribution investment option is selected, directs the
Company or the Operating Partnership to pay to the Plan Administrator, for
investment in Common Shares, (i) any cash dividends paid on all or a specified
portion of Common Shares owned by that Participant on the applicable record date
("Participating Shares") or (ii) any cash distributions paid by the Operating
Partnership on all or a portion of the Units owned by the Participant on the
applicable record date ("Participating Units"). Participating Shares may include
shares held as Record Owner, shares deposited with the Plan Administrator for
safekeeping, and shares purchased pursuant to the Plan. (Shares held as
Beneficial Owner may participate only through arrangements made with the nominee
Record Owner.) Dividends or distributions will continue to be invested in Common
Shares until the Participant specifies otherwise or terminates participation, or
the Plan is terminated.
Participants may purchase additional Common Shares under the Plan by
electing one of the following investment options:
(1) "Full Dividend/Distribution Investment" directs the Plan
Administrator to invest dividends o distributions on all of a
Participant's Participating Shares and/or Participating Units
(including whole and fractional shares acquired under the Plan), and
permits a Participant to make optional cash payments for the purchase
of additional Common Shares in accordance with the Plan.
(2) "Partial Dividend/Distribution Investment" directs the
Plan Administrator to remit cast dividends or distributions to the
Participant on the number of whole Common Shares or Units owned by the
Participant specified on the Authorization Card and to invest in
additional Common Shares any dividends or distributions paid on
remaining Common Shares or Units owned by the Participant (including
shares held or acquired under the Plan). This investment option also
permits a Participant to make optional cash payments for the purchase
of additional Common Shares in accordance with the Plan.
(3) "Optional Cash Payments Only" permits a Participant to
make optional cash payments for the purchase of additional Common
Shares in accordance with the Plan. Under this investment option, all
cash dividends on whole and fractional shares or distributions on Units
owned by the Participant will be remitted to the Participant.
Any shareholder, whether or not a Record Owner, may select option (1)
or (2); only Record Owners, however, may make optional cash payments under those
options. In addition, only Record Owners may select option (3). Unitholders may
select option (1), (2) or (3). If a Participant returns a properly executed
Authorization Card to the Plan Administrator or, if applicable, the Operating
Partnership without electing an investment option, the Authorization Card will
be deemed to indicate the intention of the Participant to select option (1).
9. May a Participant change the extent of his or her participation in the
Plan?
Participants may change their investment option under the Plan at any
time by requesting a new Authorization Card from, and returning it to, the Plan
Administrator or, if applicable, the Operating Partnership, at the addresses set
forth in Question 6.
10. What is the source of the Common Shares purchased under the Plan?
Common Shares purchased for a Participant's account under the Plan may
be purchased by the Plan Administrator, at the Company's discretion, either (a)
from the Company out of its authorized but unissued shares or treasury shares or
(b) in the open market (on the NYSE or any securities exchange where Common
Shares are then traded, in the over-the-counter market or in negotiated
transactions). In the event the Common Shares are purchased from the Company,
the Company will use the proceeds of that purchase to acquire a corresponding
number of Units in the Operating Partnership.
11. When will dividends/distributions be invested?
If the Plan Administrator purchases Common Shares directly from the
Company, dividends will be invested on the dividend payment date fixed by the
Board of Trustees of the Company, and distributions will be invested on the
distribution payment date fixed by the Company, as general partner of the
Operating Partnership in accordance with the Operating Partnership Agreement,
unless that day is not a day on which the NYSE is open for trading (a "Trading
Day"), in which case dividends or distributions will be invested on the
preceding Trading Day. If Common Shares are purchased in the open market, the
Plan Administrator will make such purchases as soon as possible on or after the
dividend payment date or distribution payment date, in all events within 30 days
after such date, on terms and at prices determined by the Plan Administrator.
The date on which an investment of dividends or distributions occurs or
commences is referred to hereinafter as a "Reinvestment Date."
For an election to invest dividends or distributions under the Plan to
be effective with respect to a particular cash dividend or cash distribution, an
Authorization Card must be received by the Plan Administrator or, if applicable,
the Operating Partnership, at least two business days before the record date
established for that dividend or distribution. If the Authorization Card is
received later than two business days before the applicable record date, the
investment of dividends or distributions will begin on the next Reinvestment
Date.
No Interest Will Be Paid by the Company or the Plan Administrator on
Any Dividends or Distributions Held Pending Investment.
Optional Cash Investments
12. Who may make optional cash payments under the Plan?
All Record Owners of Common Shares and all unitholders who have
submitted an Authorization Card, whether or not they have authorized the
investment of dividends or distributions, are eligible to make optional cash
payments under the Plan. Participants who are brokers, banks or nominees
participating on behalf of a Beneficial Owner may not make any optional cash
payments. A Beneficial Owner who wishes to make optional cash payments should
become a Record Owner by transferring all or some of his or her Common Shares
into his or her own name.
13. What are the limitations on making optional cash payments?
Each optional cash payment is subject to a minimum purchase limit of
$200 per payment and a maximum purchase limit of $25,000 per year. In addition,
the number of Common Shares that may be purchased by a Participant with optional
cash payments is limited, on each Cash Investment Date, to the number of shares
and Units owned by the Participant on that date. For purposes of these
limitations, all Plan accounts under the common control or management of a
Participant will be aggregated. The Plan Administrator will return optional cash
payments submitted by a Participant to the extent that (i) the payment is less
than $200 or, when combined with all other optional cash payments made by the
Participant during the calendar year, exceeds $25,000 or (ii) the number of
Common Shares that could be purchased for the Participant exceeds the number of
Common Shares and Units then owned by the Participant. Participants eligible to
make optional cash payments may invest amounts in excess of the $25,000 limit
with the prior approval of the Company. Requests for such prior approval should
be directed to the Chief Financial Officer of the Company.
There is no obligation to use, nor any penalty for not using, the
optional cash payment feature of the Plan. Participants who elect to utilize
this feature need not make a payment each month, and need not send the same
amount of money in each payment.
14. When will optional cash payments received by the Plan Administrator be
invested?
Optional cash payments will be invested monthly on or about the cash
investment date (the "Cash Investment Date"). In each month in which the Company
pays a dividend on the Common Shares, the Cash Investment Date will be the same
date as the Reinvestment Date. In each month in which the Company does not pay a
dividend, the Cash Investment Date will be the tenth day of the month or, if
that day is not a Trading Day, the preceding Trading Day. If the Plan
Administrator purchases shares directly from the Company, the purchase of shares
will occur on or about the applicable Cash Investment Date. If Common Shares are
to be purchased in the open market, the Plan Administrator will make such
purchases as soon as possible on or after the applicable Cash Investment Date,
in all events within 30 days after that date, and on terms and at prices
determined by the Plan Administrator. To be invested on an upcoming Cash
Investment Date, optional cash payments must be received by the Plan
Administrator no later than five Trading Days prior to that Cash Investment
Date. Late payments will be invested on the next subsequent Cash Investment
Date.
No Interest Will Be Paid by the Company or the Plan Administrator on
Any Optional Cash Deposits Held Pending Investment.
15. May optional cash payments be returned to a Participant?
Yes. Upon written request received by the Plan Administrator at least
two business days prior to the Cash investment Date on which a Participant's
optional cash payment would otherwise be invested, optional cash payments will
be returned to the Participant. Optional cash payments will be returned without
interest.
Purchases
16. What will be the price of Common Shares purchased under the Plan?
The price per Common Share purchased from the Company under the Plan
will be equal to 95% of the average of the high and low sale prices of the
Common Shares as reported on the NYSE (or other relevant trading market) for
each of the ten Trading Days immediately preceding the applicable Reinvestment
Date or Cash Investment Date, provided that in no event will the price per
Common Share be less than 95% of the closing price of the Common Shares as
reported on the NYSE on the applicable Reinvestment Date or Cash Investment
Date. If there are no sales of Common Shares on one or more of the ten Trading
Days prior to the date of purchase, the average will be based on the high and
low sale prices on those days within the ten Trading Day period on which the
Common Shares do trade.
In the event that the Plan Administrator purchases shares in the open
market rather than from the Company, the price per Common Share purchased under
the Plan will be equal to 95% of the weighted average price per share of all
Common Shares purchased by the Plan Administrator for the applicable
Reinvestment Date or Cash Investment Date. The average price per share of all
Common Shares purchased in the open market will include a pro rata portion of
all brokerage and related costs incurred in connection with the open market
purchases. See the discussion in Question 18.
The Company could, at any time, reduce or eliminate the discount
without prior notice to Participants for any reason, including the Company's
belief that Participants were engaging in positioning and other transactions
with the intent to purchase Common Shares under the Plan and then immediately
resell such Common Shares in order to capture the discount. Any Participants who
engage in such positioning or other transactions may be deemed to be
underwriters within the meaning of Section 2(11) of the Securities Act of 1933,
as amended.
17. How will the number of Common Shares purchased for a Participant be
determined?
A Participant's account in the Plan will be credited, on each
Reinvestment Date and Cash Investment Date, with that number of Common Shares,
plus fractional share interests computed to three decimal places, equal to the
total amount of cash to be invested on behalf of the Participant on that date
divided by the discounted purchase price per Common Share for that date. The
total amount of cash to be invested will depend on the amount of any dividends
or distributions paid on the number of Participating Shares or Participating
Units designated by the Participant and the amount of optional cash payments (if
any) made by the Participant.
Costs
18. Are there any expenses to Participants in connection with their
participation in the Plan?
Because of restrictions imposed on the Company by provisions of the
Internal Revenue Code applicable to real estate investment trusts, the Company
is not able to sell its Common Shares at a discount of more than five percent.
These restrictions also require that brokerage commissions and related charges
be treated as part of the discount if those charges are paid by the Company.
Accordingly, for shares purchased in the open market, the average price per
share of all Common Shares to which the five percent discount applies will
include a pro rata portion of all brokerage and related costs, so that the
overall discount to Participants will not exceed five percent. No brokerage
commissions will be incurred in connection with purchases of Common Shares
directly from the Company. All other costs of administration of the Plan will be
paid by the Company (and reimbursed to the Company by the Operating
Partnership). However, Participants who request that the Plan Administrator sell
their shares or fractional share interests must pay any related brokerage
commissions and transfer taxes.
Reports to Participants
19. What kinds of reports will be sent to Participants?
As soon as practical after each purchase of Common Shares on behalf of
a Participant, a statement of account will be mailed to such Participant. These
statements, which provide a record of account activity and account balance and
indicate the cost of such Participant's purchases under the Plan, should be
retained for tax purposes. In addition, each Participant will receive, from time
to time, communications sent to every other holder of Common Shares.
Each Participant will receive annually Internal Revenue Service
information (on Form 1099) for reporting dividend income received.
Custodial Service
20. May Participants deposit their Common Shares with the Plan Administrator?
Yes. Participants have the option of delivering to the Plan
Administrator for safekeeping share certificates representing their Common
Shares. Participants may deliver their certificates to the Plan Administrator
along with the Authorization Card when enrolling in the Plan, or may do so at
any time thereafter while participating in the Plan. Share certificates must be
endorsed by, or accompanied by an appropriate instrument of transfer executed
by, the Participant (or his authorized representative) when delivered to the
Plan Administrator for safekeeping. The number of Common Shares represented by
share certificates delivered by a Participant to the Plan Administrator for
safekeeping will be credited to a Participant's Plan account. The Plan
Administrator may maintain shares represented by such share certificates in its
name or in the name of its nominee. The Plan Administrator will not provide such
services with respect to Unit certificates or interests.
Certificates for Shares
21. Will certificates be issued to Participants for Common Shares purchased
under the Plan?
No. Common Shares purchased under the Plan will be credited to a
Participant's Plan account and will be held in the name of the Plan
Administrator or its nominee. This service protects against loss, theft or
destruction of share certificates evidencing Common Shares purchased under the
Plan. However, share certificates will be issued to any Participant upon written
request.
22. How may a Participant obtain a certificate representing Common Shares held
in his or her Plan account?
Shares held in a Participant's Plan account may be withdrawn by a
Participant by notifying the Plan Administrator in writing or by calling the
Plan Administrator at the number listed in Question 6, specifying the number of
shares to be withdrawn. The Plan Administrator will process a request for
withdrawal within five days of receipt. A share certificate for the number of
whole shares so withdrawn will be issued to the Participant. A certificate will
not be issued for any fractional share interest credited to a Participant's Plan
account. Instead, a Participant will receive a check for the value of any
fractional share interest, based upon the then current market price of the
Common Shares, less any related brokerage commissions or transfer taxes.
23. Will dividends on shares delivered to a Participant by the Plan
Administrator continue to be invested?
If the Participant who is a shareholder has authorized "Full Dividend
Investment," cash dividends with respect to shares delivered to a Participant by
the Plan Administrator will continue to be invested. If, however, cash dividends
with respect to only a portion of the Common Shares registered in a
Participant's name or owned by a Participant as Plan Shares are being invested,
the Plan Administrator will continue to invest dividends on only the number of
Participating Shares specified by the Participant on the Authorization Card
unless a new Authorization Card specifying a different number of Common Shares
is delivered to the Plan Administrator. Similarly, if a Participant who is a
unitholder has authorized the investment of cash distributions with respect to
only a portion of the Units owned by such Participant, the Participant will
continue to receive cash distributions on only the number of Units specified by
the Participant on the Authorization Card unless a new Authorization Card
specifying a different number of Units is delivered to the Operating
Partnership.
Sale of Plan Shares
24. May Plan Shares be sold through the Plan Administrator?
A Participant may instruct the Plan Administrator to sell any or all of
the whole Common Shares held in such Participant's Plan account. The instruction
to sell must specify the number of shares to be sold (not a dollar amount to be
raised) and, in the case of a request to sell submitted on behalf of a
Participant who has died or is an adjudicated incompetent, must be accompanied
by certified evidence of the representative's authority to request a sale of the
Participant's shares. A Participant may not direct the date on which or the
price at which shares held in such Participant's account may be sold. A
withdrawal/termination form for this purpose is provided on the reverse side of
each account statement sent to Participants.
Within five Trading Days following receipt of written instructions to
sell, the Common Shares held in the Participant's account will be sold at the
prevailing market price, and the proceeds of sale, less applicable brokerage
commissions, transfer taxes, and a nominal administrative fee ($10 as of the
date of this Prospectus) will be remitted to the Participant or the
Participant's representative.
Termination of Participation in the Plan
25. How and when may a Participant terminate participation in the Plan?
Participation in the Plan may be terminated at any time by providing
written notice to the Plan Administrator or, if applicable, the Operating
Partnership. Participants who participate in the dividend/distribution
investment feature of the Plan must provide such notice at least two business
days before the next dividend or distribution record date. Participation in the
Plan will also be terminated if the Plan Administrator or, if applicable, the
Operating Partnership receives written notice from the trustee or executor of a
Participant's estate of the death or adjudicated incompetency of the Participant
at least two business days before the next record date for a dividend or
distribution payment. In the event written notice of termination, death or
adjudicated incompetency is received by the Plan Administrator or, if
applicable, the Operating Partnership, less than two business days before the
next dividend or distribution record date, Common Shares will be purchased for
the Participant with the related cash dividend or cash distribution, and
participation in the Plan will not terminate until after such investment has
occurred. Upon termination by reason of notice of death or adjudicated
incompetency, the Participant's shares and any cash dividends paid thereon will
be retained by the Plan Administrator until such time as the Participant's legal
representative has been appointed and has furnished proof satisfactory to the
Plan Administrator or, if applicable, the Operating Partnership, of the legal
representative's rights to receive payment.
Upon termination of participation in the Plan, unless a Participant has
requested that some or all of the shares held in his or her account be sold, the
Plan Administrator will send such Participant a share certificate for the number
of whole Common Shares in such Participant's account and a check in an amount
equal to the value of any fractional share interest, based upon the then current
market price of the Common Shares, less any related brokerage commissions or
transfer taxes.
In addition, participation in the Plan will be automatically terminated
as to any Participant who holds no shares in his or her Plan account and his no
Common Shares registered in his or her own name. In the event that a
Participant's participation in the Plan is terminated for this reason, the Plan
Administrator will send such Participant a check in an amount equal to the value
of any fractional share interest credited to such Participant's Plan account,
based upon the then current market price of the Common Shares, less any related
brokerage commissions or transfer taxes.
Rights Offerings, Share Dividends and Share Splits
26. If the Company has a rights offering, how will participation in the rights
offering be handled for Participants?
Participation in any rights offering will be based upon Common Shares
registered in a Participant's name or held in a Participant's Plan account, but
not on fractional share interests credited to a Participant's Plan account.
27. What happens if the Company issues a dividend payable in shares or
declares a share split?
Any share dividends or split shares distributed by the Company on its
Common Shares will be credited pro rata to each Participant's Plan account based
on the number of shares held in the Participant's Plan account. Share dividends
or split shares distributed on Common Shares registered in a Participant's name
will be mailed directly to the Participant.
Voting Rights
28. How will the Plan Administrator vote Plan Shares at shareholders' meetings?
For each meeting of shareholders, a, Participant will receive proxy
materials that will enable the Participant to vote Plan Shares. Alternatively, a
Participant may vote such shares in person at the shareholders' meeting.
Fractional share interests credited to a Participant's account may not be voted
by proxy or in person.
Federal Income Tax Consequences to Participants
The following summary is based upon an interpretation of current
federal tax law. The income tax treatment of Participants in the Plan who are
unitholders is unclear, because, unlike with Common Shares, there is no legal
authority directly on point as to the treatment of this type of Plan for a
partner in a partnership. (See the discussion below). Participants should
consult their own tax advisors to determine particular tax consequences,
including state income tax (and non-income tax, such as transfer tax)
consequences, which vary from state to state, that may result from participation
in the Plan and subsequent disposition of shares acquired pursuant to the Plan.
Income tax consequences to Participants residing outside the United States will
vary from jurisdiction to jurisdiction.
29. What are the income tax consequences for shareholders of participation in
the Plan?
In the case of Common Shares purchased by the Plan Administrator from
the Company with reinvested dividends, a shareholder will be treated for federal
income tax purposes as having received a distribution (with respect to Common
Shares) equal to the fair market value on the Reinvestment Date of the Common
Shares credited to the shareholder's Plan account. The amount of the
distribution deemed to have been received may exceed the amount of the cash
dividend that was reinvested, due to the 5% discount described under Question
16.
In the case of Common Shares purchased by the Plan Administrator on the
open market, a shareholder will be treated for federal income tax purposes as
having received a distribution equal to the price paid by the Plan Administrator
for the Common Shares (including brokerage and related costs), which will exceed
the amount of cash otherwise distributable to the shareholder, due to the 5%
discount on the price paid by the Plan Administrator.
Any cash distribution to a shareholder which is not invested through
the Plan simply will be treated as cash distribution for federal income tax
purposes.
In the case of Common Shares purchased by the Plan Administrator from
the Company pursuant to the optional cash payment feature of the Plan, a
shareholder will be treated for federal income tax purposes as having received a
distribution (with respect to Common Shares) equal to the fair market value on
the Cash Investment Date of the Common Shares credited to the shareholder's Plan
account less the amount paid by the shareholder for the Common Shares. The fair
market value of the Common Shares on the Cash Investment Date may exceed the
actual purchase price of the Common Shares purchased from the Company due to the
5% discount described under Question 16.
In the case of Common Shares purchased by the Plan Administrator on the
open market pursuant to the optional cash payment feature of the Plan, a
shareholder will be treated for federal income tax purposes as having received a
distribution equal to the 5% discount on the price paid (which includes
brokerage and related costs) by the Plan Administrator for the Common Shares.
Any distribution described above will be treated for federal income tax
purposes as a dividend to the extent the Company has current or accumulated
earnings and profits. Distributions in excess of current or accumulated earnings
and profits will not be taxable to a shareholder to the extent that such
distributions do not exceed the adjusted basis of the shareholder's Common
Shares. To the extent such distributions exceed the adjusted basis of a
shareholder's Common Shares, they will be included in income as a capital gain
if the Common Share has been held by the shareholder as a capital asset and will
be either long or short term depending on whether the shareholder's holding
period for his Common Share is or is not more than one year. In addition, if and
to the extent that the Company designates any portion of a distribution as a
"capital gain dividend," the amounts so designated will be treated as capital
gain of the Participant. Dividends paid to a corporate Participant will not
qualify for the dividends received deduction generally available to
corporations.
30. What are the income tax consequences for unitholders of participation in
the Plan?
The income tax treatment of unitholders who participate in the Plan is
unclear because, unlike with a stock dividend reinvestment plan, there is no
clear legal authority regarding the income tax treatment of a limited partner in
a partnership who invests cash distributions from the partnership in stock of
another entity that is a partner in the partnership. The following, however,
sets forth the Company's view of the likely tax treatment of unitholders who
participate in the Plan, and absent the promulgation of authority to the
contrary, the Company and the Operating Partnership intend to report the tax
consequences of a unitholder's participation in a manner consistent with the
following.
In the case of Common Shares purchased by the Plan Administrator from
the Company, whether through the investment of a unitholder's distribution or
through an optional cash payment by a unitholder, a unitholder likely will be
treated for federal income tax purposes as having received a cash distribution
(in addition to the invested distribution, if applicable) from the Operating
Partnership equal to the fair market value on the Reinvestment Date or Cash
Investment Date, respectively, of the Common Shares credited to the unitholder's
account less the amount of cash paid by the unitholder for the Common Shares
(i.e., the amount of the cash distribution or the optional cash payment), if
any. The fair market value of the Common Shares on the Reinvestment Date or the
Cash Investment Date may exceed the purchase price of the Common Shares
purchased from the Company due to the 5% discount described under Question 16.
In the case of Common Shares purchased by the Plan Administrator on the
open market pursuant to a unitholder's distribution or the optional cash payment
feature of the Plan, a unitholder likely will be treated for federal income tax
purposes as having received a cash distribution (in addition to the invested
distribution, if applicable) from the Operating Partnership equal to the 5%
discount on the price paid (which includes brokerage and related costs) by the
Plan Administrator for the Common Shares.
A cash distribution from the Operating Partnership will reduce a
unitholder's basis in his Units by the amount distributed. Cash distributed to a
unitholder in excess of his basis in his Units generally will be taxable as
capital gain, either long- or short-term, depending on whether the unitholder's
holding period for his Units is or is not more than one year. However, under
Section 751(b) of the Code, to the extent a distribution is considered to be in
exchange for a unitholder's interest in substantially appreciated inventory
items or unrealized receivables of the Operating Partnership, that unitholder
may recognize ordinary income rather than a capital gain. In addition, a 25%
rate will apply to the extent that net capital gains attributable to the sale of
depreciable real property are attributable to prior depreciation deductions that
were not otherwise recaptured as ordinary income under other depreciation
recapture rules.
31. What are the income tax consequences for Participants upon the receipt of
certificates?
A Participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the Participant's account, either upon
the Participant's request for certain of those shares or upon termination of
participation in the Plan. A Participant will realize gain or loss upon the sale
or exchange of shares acquired under the Plan. A Participant will also realize
gain or loss upon receipt, following termination of participation in the Plan,
of a cash payment for any fractional share interest credited to the
Participant's account. The amount of any such gain or loss will be the
difference between the amount that the Participant received for the shares or
fractional share interest and the tax basis in such shares or fractional share
interest.
32. How are income tax withholding provisions applied to unitholders and
shareholders who participate in the Plan?
If a Participant fails to provide the applicable federal income tax
certifications in the manner required by law, any cash dividends on Common
Shares (including cash dividends that are reinvested), proceeds from the sale of
fractional share interests and proceeds from the sale of shares held for the
Participant's account will be subject to federal backup withholding at the rate
of 31%. Certain shareholders (including most corporations) are, however, exempt
from backup withholding and can claim the exemptions by filing the appropriate
IRS form with the payer. Foreign shareholders will be subject to U.S. federal
withholding tax on distributions of up to 30% on regular dividends (which may be
reduced under an applicable treaty) or 35% on dividends designated by the
Company as capital gain dividends. In each case where withholding is required,
the appropriate amount will be withheld and the balance in shares will be
credited to such Participant's account.
Responsibility of the Company and the Plan Administrator
33. What are the responsibilities of the Company and the Plan Administrator
under the Plan?
The Company is responsible for interpreting the Plan. Any questions of
interpretation arising under the Plan will be determined by the Company, and any
such determination will be final. The Company may adopt rules and regulations to
facilitate the administration of the Plan. The terms and conditions of the Plan
and its operation will be governed by the laws of the State of Alabama. Neither
the Company, the Operating Partnership nor the Plan Administrator will be liable
for any act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability (a) arising out of failure to
terminate a Participant's account upon such Participant's death prior to timely
receipt by the Plan Administrator of written notice of such death, (b) with
respect to the prices at which Common Shares are purchased or sold for the
Participant's account or the times at which such purchases or sales are made or
(c) with respect to fluctuations in the market value of the Common Shares before
or after any purchase or sale of Common Shares.
Suspension, Modification or Termination of the Plan
34. May the Plan be suspended, modified or terminated?
The Company may suspend or terminate the Plan at any time, including
during the period between a record date and the related Investment Date.
Participants will be notified of any such suspension or termination. The Company
also may make modifications to the Plan and, in such event, will provide
Participants with a copy of any material modification. Upon termination of the
Plan, a share certificate for whole shares credited to each Participant's Plan
account will be issued, and a cash payment will be made for any fractional share
interest credited to each such account, unless the Company terminates the Plan
for the purpose of establishing another dividend reinvestment plan, in which
case Participants will be automatically enrolled in such other plan, and shares
credited to their Plan accounts will be credited automatically to such other
plan.
The Company and the Plan Administrator may terminate any Participant's
participation in the Plan at any time for any reason.
Other Information
35. How may Participants obtain answers to questions concerning their Plan
accounts?
Questions concerning Plan accounts should be addressed to the Plan
Administrator at the address and telephone number provided in Question 6.
36. How may shareholders obtain answers to other questions regarding the
Company or the Plan?
Questions concerning the Company or the Plan should be directed to:
Colonial Properties Trust
Attention: Investor Relations
2101 Sixth Avenue North, Suite 750
Birmingham, Alabama 35203
Telephone number: (205) 250-8700
37. Who bears the risk of market fluctuations in the Common Shares?
A Participant's investment in shares held in his or her Plan account is
no different than his or her investment in directly held shares in this regard.
Each Participant bears all risk of loss that may result from market fluctuations
in the price of Common Shares.
Neither the Company nor the Plan Administrator can guarantee that
Common Shares purchased under the Plan will, at any particular time, be worth
more or less than their purchase price.
USE OF PROCEEDS
Any proceeds received by the Company upon the Plan Administrator's
purchase of Common Shares directly from the Company will be used to acquire a
corresponding number of Units from the Operating Partnership, which will use
such proceeds for general business purposes. The Company has no basis for
estimating either the number of Common Shares that will be sold directly by the
Company pursuant to the Plan or the prices at which such Common Shares will be
sold. The Company will not receive any proceeds from purchases of Common Shares
by the Plan Administrator in the open market.
EXPERTS
The consolidated balance sheets as of December 31, 1999 and 1998 and
the consolidated statements of income, shareholders' equity and cash flows for
each of the three years in the period ended December 31, 1999, which appear in
the Colonial Properties Trust Annual Report which is incorporated by reference
in Colonial Properties Trust's Annual Report of Form 10-K have been incorporated
in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
LEGAL MATTERS
The validity of the Common Shares offered hereby has been passed upon
for the Company by its counsel, Hogan & Hartson L.L.P., Washington, D.C.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part) on
Form S-3 under the Securities Act with respect to the securities offered hereby.
This Prospectus does not contain all the information set forth in the
Registration Statement, certain portions of which have been omitted as permitted
by the rules and regulations of the Commission. Statements contained in this
Prospectus as to the content of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference and the
exhibits and schedules hereto. For further information regarding the Company and
the Common Shares offered hereby, reference is hereby made to the Registration
Statement and such exhibits and schedules.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company
files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and other reports and information with the Commission and is
subject to the periodic reporting and informational requirements of the Exchange
Act. The Registration Statement, the exhibits and schedules forming a part
thereof as well as such reports and other information filed by the Company with
the Commission can be inspected and copies obtained from the Commission at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
The public may obtain information on the operation of the Public Reference Room
by calling the Commission at 1-800-SEC-0330. The Company's SEC filings are also
available to the public on the SEC's Internet site (http://www.sec.gov). In
addition, the Company's Common Shares are listed on the NYSE, and similar
information concerning the Company can be inspected and copied at the offices of
the NYSE, 20 Broad Street, New York, New York 10005.
The Company furnishes its shareholders with annual reports containing
consolidated financial statements audited by its independent certified public
accountants and with quarterly reports containing unaudited condensed
consolidated financial statements for each of the first three quarters of each
fiscal year.
INCORPORATION BY REFERENCE
The documents listed below have been filed by the Company under the
Exchange Act with the Commission and are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) the Company's Quarterly Reports on Form 10-Q for the periods
ended March 31, 2000 and June 30, 2000;
(c) the description of the Company's Common Shares contained in the
Company's Registration Statement on Form S-11 dated July 13, 1993, No. 33-65954
and incorporated by reference in the Company's Form 8-A dated September 20, 1993
and in the Company's proxy statement dated September 1, 1995.
All documents filed by the Company subsequent to the date of this
Prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
prior to termination of the offering of the Common Shares to which this
Prospectus relates shall be deemed to be incorporated by reference in this
Prospectus and shall be part hereof from the date of filing of such document.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus (in the case of a statement in a previously filed
document incorporated or deemed to be incorporated by reference herein) or in
any other subsequently filed document that is also incorporated or deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. Subject to the
foregoing, all information appearing in this Prospectus is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference in such documents).
Written or telephonic requests for such copies should be directed to: Chief
Financial Officer, Colonial Properties Trust, 2101 Sixth Avenue North, Suite
750, Birmingham, Alabama 35203, telephone number (205) 250-8700.
<PAGE>
================================================================================
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations not contained or incorporated by
reference in this Prospectus in connection with any offering to be made by the
Prospectus. If given or made, such information or representations must not be
relied upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
Securities, in any jurisdiction where, or to any person to whom, it is unlawful
to make any such offer or solicitation. Neither the delivery of this Prospectus
nor any offer or sale made hereunder shall, under any circumstance, create an
implication that there has been no change in the facts set forth in this
Prospectus or in the affairs of the Company since the date hereof.
--------------------------------------------------------------------------------
TABLE OF CONTENTS
THE COMPANY.........................................2
DESCRIPTION OF THE PLAN.............................3
The Plan..........................................3
Purpose...........................................3
Eligibility.......................................3
Advantages and Disadvantages to Participants......4
Administration....................................5
Participation by Shareholders and Unitholders.....5
Optional Cash Investments.........................8
Purchases.........................................9
Costs.............................................9
Reports to Participants..........................10
Custodial Service................................10
Certificates for Shares..........................10
Sale of Plan Shares..............................11
Termination of Participation in the Plan.........12
Rights Offerings, Share Dividends and Share
Splits...........................................12
Voting Rights....................................13
Federal Income Tax Consequences to Participants..13
Responsibility of the Company and the Plan
Administrator....................................15
Suspension, Modification or Termination of the
Plan.............................................15
Other Information................................16
USE OF PROCEEDS....................................16
EXPERTS............................................16
LEGAL MATTERS......................................17
AVAILABLE INFORMATION..............................17
INCORPORATION BY REFERENCE.........................17
================================================================================
================================================================================
COLONIAL PROPERTIES
TRUST
1,200,000 Common Shares
of Beneficial Interest
($.01 Par Value)
-----------------------
PROSPECTUS
-----------------------
DIVIDEND REINVESTMENT
AND
SHARE PURCHASE PLAN
October 23, 2000
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses to be incurred in
connection with the issuance and distribution of the securities being
registered.
Registration Fee....................................... $3,901
Plan Administrator's Fees and Service Charges.......... 4,200*
Printing and Duplicating Expenses...................... 7,700*
Legal Fees and Expenses................................ 21,000*
Accounting Fees and Expenses........................... 2,000*
Mailing and Handling Fees.............................. 3,200*
Blue Sky Fees and Expenses............................. 1,200*
Miscellaneous.......................................... 3,000*
-------------
Total............................................. $46,201*
-----
* Estimated for the one-year period from the date of the Prospectus.
Item 15. Indemnification of Trustees and Officers
Under the Alabama Real Estate Investment Trust Act of 1995 (the
"Alabama REIT law"), a real estate investment trust formed in Alabama is
permitted to eliminate, by provision in its declaration of trust, the liability
of trustees and officers to the trust and its shareholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) acts or omissions established by a
final judgment as involving active and deliberate dishonesty and being material
to the matter giving rise to the proceeding. The Company's Declaration of Trust
includes such a provision eliminating such liability to the maximum extent
permitted by the Alabama REIT law.
The Alabama REIT law permits an Alabama real estate investment trust to
indemnify and advance expenses to its trustees, officers, employees and agents
to the same extent as permitted by Sections 10-2B-8.50 to 10-2B-8.58, inclusive,
of the Code of Alabama, 1975 (the "Alabama Corporate Code") for directors and
officers of Alabama corporations. In accordance with the Alabama Corporate Code,
the Company's Bylaws require it to indemnify (a) any present or former trustee,
officer or shareholder or any individual who, while a trustee, officer or
shareholder, served or is serving as a trustee, officer, director, shareholder
or partner of another entity at the Company's express request who has been
successful, on the merits or otherwise, in the defense of a proceeding to which
he was made a party by reason of service in such capacity, against reasonable
expenses incurred by him in connection with the proceeding, (b) any present or
former trustee or officer or any individual who, while a trustee or officer
served or is serving as a trustee, officer, director, shareholder or partner of
another entity at the Company's express request, who is made a party to a
proceeding by reason of service in such capacity, against reasonable expenses
incurred by him in connection with the proceeding if (i) he conducted himself in
good faith, (ii) he reasonably believed (A) in the case of conduct in his
official capacity with the Company, that the conduct was in the Company's best
interest and (B) in all other cases, that the conduct was at least not opposed
to its best interests, and (iii) in the case of any criminal proceeding, he had
no reasonable cause to believe his conduct was unlawful, provided, however, that
the indemnification provided for in this clause (b) will not be available if it
is established that (1) in connection with a proceeding by or in the right of
the Company, he was adjudged liable to the Company, or (2) in connection with
any other proceeding charging improper personal benefit to him, whether or not
involving action in his official capacity, he was adjudged liable on the basis
that personal benefit was improperly received by him, and (c) any present or
former shareholder or any individual who, while a trustee, officer or
shareholder, served or is serving as a trustee, officer, director, shareholder
or partner of another entity at the Company's express request against any claim
or liability to which he may become subject by reason of such status. In
addition, the Company's Bylaws require the Company to pay or reimburse, in
advance of final disposition of a proceeding, reasonable expenses incurred by a
trustee, officer or shareholder or former trustee, officer or shareholder made a
party to a proceeding by reason of such status; provided, that in the case of a
trustee or officer, (i) the Company shall have received a written affirmation by
the trustee or officer of his good faith belief that he has met the applicable
standard of conduct necessary for indemnification by the Company as authorized
by the Bylaws, (ii) the Company shall have received a written undertaking by or
on his behalf to repay the amount paid or reimbursed by the Company if it shall
ultimately be determined that the applicable standard of conduct was not met and
(iii) a determination shall have been made, in accordance with Section 8.55 of
the Alabama Corporate Code, that the facts then known to those making the
determination would not preclude indemnification under the provisions of the
Bylaws. The Company may, with the approval of the trustees, provide such
indemnification and payment or reimbursement of expenses to any trustee, officer
or shareholder or any former trustee, officer or shareholder who served a
predecessor of the Company and to any employee or agent of the Company or a
predecessor of the Company.
The Company has entered into indemnification agreements with each of
its trustees and certain of its executive officers. Under these agreements, the
Company has agreed to indemnify its trustees and certain of its executive
officers to the maximum extent permitted by the Alabama Corporate Code. The
Company also is obligated to pay expenses incurred by an indemnified trustee or
director in establishing a right to indemnification under the respective
indemnification agreement. Although the indemnification agreements offer
substantially the same scope of coverage afforded by the Company's Declaration
of Trust and Bylaws, the agreements provide greater assurance to trustees and
executive officers that indemnification will be available, because, as
contracts, they cannot be modified unilaterally by the Board of Trustees or by
the stockholders to alter, limit or eliminate the rights they provide to the
trustees and executive officers.
Insofar as indemnification for liabilities arising under the Act may be
permitted to trustees and officers of the Company pursuant to the foregoing
provisions or otherwise, the Company has been advised that, although the
validity and scope of the governing statute have not been tested in court, in
the opinion of the Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In addition,
indemnification may be limited by state securities laws. In the event that a
claim for indemnification against such liabilities (other than payment by the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in connection with the
Common Shares being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification is
against public policy as expressed in such Act and will be governed by the final
adjudication of such issue.
Item 16. Exhibits
The following are exhibits filed herewith as part of this Registration
Statement:
Number Description
4.1 Declaration of Trust of the Company. Incorporated by
reference to the Company's Form 8-K filed on November
5, 1997.
4.2 Bylaws of the Company. Incorporated by reference to
the Company's Form 8-K filed on November 5, 1997.
5 Opinion of Hogan & Hartson L.L.P., regarding the
legality of the Common Shares being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Hogan & Hartson L.L.P.
(included in Exhibit 5).
24 * Power of Attorney.
99 Form of Authorization Card. Incorporated by reference
to the Company's Registration Statement on Form S-3,
No. 33-91070, filed on April 11, 1995.
* Filed as part of the signature page of this Registration Statement.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
Provided, however, that subparagraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in the periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the Common Shares offered herein, and
the offering of such Common Shares at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the Common Shares being registered which remain unsold at the termination
of the offering.
The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the Common Shares offered herein, and the offering of such Common
Shares at that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned Registrant hereby undertakes that and insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described under Item 15 above or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted against the Registrant by such director, officer
or controlling person in connection with the Securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Birmingham, State of Alabama, on October 23, 2000.
Colonial Properties Trust
By: /s/ Thomas H. Lowder
--------------------
Thomas H. Lowder President, Chief
Executive Officer And Chairman Of
The Board
POWER OF ATTORNEY
Each individual whose signature appears below hereby constitutes and
appoints Thomas H. Lowder his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in his capacity as a trustee and/or officer of Colonial Properties
Trust (the "Company"), to sign on his behalf one or more registration statements
(the "Registration Statements") on Form S-3 or other appropriate form of
registration statement to be filed by the Company for the purpose of registering
under the Securities Act of 1933 common shares of beneficial interest, par value
$.01 per share, issuable under the Company's dividend reinvestment and share
purchase plan, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done to sign and file with the Securities and Exchange Commission the
Registration Statements, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below as of October 17, 2000:
SIGNATURE TITLE
/s/ Thomas H. Lowder President, Chief Executive and Chairman
------------------------------------ of the Board
Thomas H. Lowder
/s/ Howard B. Nelson, Jr. Chief Financial Officer
------------------------------------ (Principal Financial Officer)
Howard B. Nelson, Jr.
/s/ Kenneth E. Howell Vice President and Controller
------------------------------------ (Principal Accounting Officer)
Kenneth E. Howell
/s/ James K. Lowder Trustee
------------------------------------
James K. Lowder
/s/ Carl F. Bailey Trustee
------------------------------------
Carl F. Bailey
/s/ M. Miller Gorrie Trustee
------------------------------------
M. Miller Gorrie
/s/ Donald T. Senterfitt Trustee
------------------------------------
Donald T. Senterfitt
/s/ Claude B. Nielsen Trustee
------------------------------------
Claude B. Nielsen
/s/ Harold W. Ripps Trustee
------------------------------------
Harold W. Ripps
/s/ Herbert A. Meisler Trustee
------------------------------------
Herbert A. Meisler
/s/ William M. Johnson Trustee
------------------------------------
William M. Johnson
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Description Page
------ ------------------- -------
4.1 Declaration of Trust of the Company. Incorporated by reference
to the Company's Form 8-K dated November 5, 1997
4.2 Bylaws of the Company. Incorporated by reference to the
Company's Form 8-K
5 Opinion of Hogan & Hartson L.L.P. regarding the legality of
the Common Shares
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5)
24* Power of Attorney
99 Form of Authorization Card. Incorporated by reference to the
Company's Registration Statement on Form S-3, No. 33-91070,
filed on April 11, 1995
* Filed as part of the signature page of this Registration Statement