COLONIAL PROPERTIES TRUST
S-3, 2000-10-23
REAL ESTATE INVESTMENT TRUSTS
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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








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