UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarterly Period Ended: Commission File Number: 1-12358
March 31, 2000
COLONIAL PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Alabama 59-7007599
(State of organization) (IRS Employer
Identification Number)
2101 Sixth Avenue North 35203
Suite 750 (Zip Code)
Birmingham, Alabama
(Address of principal
executive offices)
(205) 250-8700
(Registrant's telephone number,
including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES _X_ NO ___
As of April 28, 2000, Colonial Properties Trust had 21,894,667 Common
Shares of Beneficial Interest outstanding.
<PAGE>
COLONIAL PROPERTIES TRUST
INDEX TO FORM 10-Q
Page
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets as of
March 31, 2000 and December 31, 1999 3
Consolidated Condensed Statements of Income for the
Three Months Ended March 31, 2000 and 1999 4
Consolidated Condensed Statements of Cash Flows
for the Three Months Ended March 31, 2000 and 1999 5
Notes to Consolidated Condensed Financial Statements 6
Report of Independent Accountants 10
Item 2. Management's Discussion and Analysis of Financial 11
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 14
PART II: OTHER INFORMATION
Item 2. Changes in Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
EXHIBIT 17
<PAGE>
<TABLE>
<CAPTION>
COLONIAL PROPERTIES TRUST
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands, except per share data)
--------------------
March 31, 2000 December 31,
(Unaudited) 1999
------------ ------------
ASSETS
<S> <C> <C>
Land, buildings, & equipment, net $ 1,584,024 $ 1,586,333
Undeveloped land and construction in progress 236,212 214,043
Cash and equivalents 3,721 4,640
Restricted cash 2,636 2,634
Accounts receivable, net 9,788 10,972
Prepaid expenses 2,730 2,476
Deferred debt and lease costs 10,883 10,500
Investment in unconsolidated subsidiaries 23,523 24,167
Other assets 8,058 7,753
------------ ------------
$ 1,881,575 $ 1,863,518
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes and mortgages payable $ 1,057,901 $ 1,039,863
Accounts payable 13,851 18,215
Accrued interest 13,496 12,901
Accrued expenses 9,224 4,444
Tenant deposits 4,263 4,011
Unearned rent 1,806 2,820
------------ ------------
Total liabilities 1,100,541 1,082,254
------------ ------------
Minority interest:
Preferred units 100,000 100,000
Common units 192,265 187,689
------------ ------------
Total minority interest 292,265 287,689
------------ ------------
Preferred shares of beneficial interest, $.01 par value,
10,000,000 shares authorized; 5,000,000 shares
issued and outstanding at March 31, 2000 and
December 31, 1999, respectively 50 50
Common shares of beneficial interest, $.01 par value,
65,000,000 shares authorized; 26,347,492 and 26,326,458
shares issued at March 31, 2000 and December 31, 1999 263 263
Additional paid-in capital 674,757 673,373
Cumulative earnings 207,954 196,302
Cumulative distributions (276,024) (257,948)
Treasury shares, at cost; 4,454,250 shares at March 31, 2000
and December 31, 1999 (117,863) (117,863)
Deferred compensation on restricted shares (368) (602)
------------ ------------
Total shareholders' equity 488,769 493,575
------------ ------------
$ 1,881,575 $ 1,863,518
============ ============
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COLONIAL PROPERTIES TRUST
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(in thousands, except per share data)
---------------------
Three Months Ended
March 31,
--------------------
2000 1999
-------- --------
Revenue:
<S> <C> <C>
Minimum rent $ 56,796 $ 54,981
Percentage rent 691 896
Tenant recoveries 8,639 8,424
Other 3,653 3,158
-------- --------
Total revenue 69,779 67,459
-------- --------
Property operating expenses:
General operating expenses 4,993 5,121
Salaries and benefits 3,742 3,476
Repairs and maintenance 6,473 6,580
Taxes, licenses, and insurance 5,854 6,119
General and administrative 2,835 2,267
Depreciation 13,982 12,888
Amortization 846 525
-------- --------
Total operating expenses 38,725 36,976
-------- --------
Income from operations 31,054 30,483
-------- --------
Other income (expense):
Interest expense (16,044) (13,954)
Income from unconsolidated subsidiaries 159 162
Gains (losses)from sales of property (54) 3,395
Minority interest in consolidated operating property -- (61)
-------- --------
Total other expense (15,939) (10,458)
-------- --------
Income before minority interest in CRLP 15,115 20,025
-------- --------
Minority interest in income of CRLP (3,463) (4,731)
Distribution to preferred unitholders of CRLP (2,219) (888)
-------- --------
Net income $ 9,433 $ 14,406
Dividends to preferred shareholders (2,735) (2,734)
-------- --------
Net income available to common shareholders $ 6,698 $ 11,672
======== ========
Net income per common share - basic $ 0.31 $ 0.45
======== ========
Net income per common share - diluted $ 0.31 $ 0.45
======== ========
Weighted average common shares outstanding 21,878 26,192
======== ========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COLONIAL PROPERTIES TRUST
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
-------------------
Three Months Ended
March 31,
--------------------
2000 1999
-------- --------
Cash flows from operating activities:
<S> <C> <C>
Net income $ 9,433 $ 14,406
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 14,828 13,413
Income from unconsolidated subsidiaries (159) (552)
Distribution to preferred unitholders of CRLP 2,219 888
Minority interest 3,463 4,731
(Gains) losses from sales of property 54 (3,005)
Other 134 452
Decrease (increase) in:
Restricted cash (2) (28)
Accounts receivable 1,050 (516)
Prepaid expenses (254) 221
Other assets (950) 246
Increase (decrease) in:
Accounts payable (4,364) 4,908
Accrued interest 595 (1,759)
Accrued expenses and other 4,061 3,176
-------- --------
Net cash provided by operating activities 30,108 36,581
-------- --------
Cash flows from investing activities:
Acquisition of properties -0- (2,854)
Development expenditures (25,873) (37,709)
Tenant improvements (5,188) (2,249)
Capital expenditures (2,835) (3,623)
Proceeds from sales of property, net of selling costs -0- 23,586
Distributions from subsidiaries 1,005 965
Capital contributions to subsidiaries (202) (1,074)
-------- --------
Net cash used in investing activities (33,093) (22,958)
-------- --------
Cash flows from financing activities:
Proceeds from CRLP preferred units issuance, net of expenses paid -0- 97,445
Proceeds from additional borrowings 50,000 -0-
Proceeds from Employee Unit Purchase Plan, net of expenses paid 9,325 -0-
Principal reductions of debt (481) (485)
Proceeds from dividend reinvestment -0- 4,161
Net change in revolving credit balances (31,524) (72,128)
Dividends paid to common and preferred shareholders (18,076) (18,803)
Purchase of treasury stock -0- (15,862)
Distributions to minority partners in CRLP (6,824) (6,368)
Other (354) (30)
-------- --------
Net cash provided by (used in) financing activities 2,066 (12,070)
-------- --------
Increase (decrease) in cash and equivalents (919) 1,553
Cash and equivalents, beginning of period 4,640 4,583
-------- --------
Cash and equivalents, end of period $ 3,721 $ 6,136
======== ========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
COLONIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
Note 1 -- Basis of Presentation
The accompanying unaudited consolidated condensed financial statements
of Colonial Properties Trust (the "Company") have been prepared by management in
accordance with generally accepted accounting principles for interim financial
reporting and in conjunction with the rules and regulations of the Securities
and Exchange Commission. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. These financial
statements should be read in conjunction with the information included in the
Company's Annual Report as filed with the Securities and Exchange Commission on
Form 10-K for the year ended December 31, 1999. The December 31, 1999 balance
sheet data presented herein was derived from audited financial statements but
does not include all disclosures required by generally accepted accounting
principles.
In July 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 (SFAS 133), Accounting for Derivative
Instruments and Hedging Activities, which addresses the accounting for
derivative instruments, including certain derivative instruments embedded in
other contracts, and hedging activities. Under SFAS 133, the Company will be
required to account for derivative financial instruments, if any, at their fair
market value, and make certain required disclosures. The Company is required to
adopt SFAS 133 for periods beginning January 1, 2001.
Note 2 -- Joint Venture
Colonial Promenade Madison -- During the first quarter, the Company
formed a joint venture with Fairway Investments LLC, which will develop Colonial
Promenade Madison, a 110,820 square-foot neighborhood shopping center that will
be anchored by a 44,000 square-foot Publix Supermarket, and will include
approximately 30,000 square-feet of small shop space. Project development costs
are expected to total approximately $10.0 million. The Company will maintain a
50% interest in the joint venture and serve as manager of the property. The
Company expects to complete the development during the fourth quarter of 2000.
Note 3 -- Debt Offerings
During the first quarter, the Company completed three public offerings
of unsecured medium term notes totaling $50.0 million through its subsidiary
Colonial Realty Limited Partnership (CRLP). The Company used the net proceeds of
the offering to repay a portion of the outstanding balance on its unsecured line
of credit and fund development expenditures. Details relating to these debt
offerings are as follows:
<TABLE>
<CAPTION>
Gross Proceeds
Date Type of Note Maturity Rate (in thousands)
---- ------------ -------- ---- --------------
<S> <C> <C> <C> <C>
February 7, 2000 Medium-term February 7, 2005 8.82% $25,000
February 29, 2000 Medium-term February 1, 2010 8.80% $20,000
March 13, 2000 Medium-term March 15, 2010 8.80% $ 5,000
</TABLE>
<PAGE>
Additionally, on February 10, 2000, the Company entered into two reverse
interest rate swap agreements for a total of $50.0 million of its medium-term
notes. Under the terms of the agreements, the Company will receive a fixed
interest rate of 7.37% and will be required to pay a floating rate equal to one
month LIBOR that is compounded and paid semi-annually. Both of these agreements
have five-year terms, and any payments made or received under the agreements are
recognized as adjustments to interest expense. As of March 31, 2000, the reverse
interest rate swaps had a fair market value of $(311,000).
Note 4 -- Distribution
On April 18, 2000, a cash distribution was declared to shareholders of
the Company and partners of Colonial Realty Limited Partnership in the amount of
$0.60 per share and per unit, totaling $20.0 million. The distribution was
declared to shareholders and partners of record as of April 28, 2000, and was
paid on May 5, 2000.
Note 5 -- Net Income Per Share
The following table sets forth the computation of basic and diluted
earnings per share:
(Amounts in thousands,
except per share data)
-------------------------------------
Three Three
Months Ended Months Ended
March 31, March 31,
2000 1999
----------------- ---------------
Numerator:
Numerator for basic and diluted
net income per share - net
income available to common $ 6,698 $ 11,672
shareholders
================= ===============
Denominator:
Denominator for basic net
Effect of dilutive securities:
Trustee and employee stock
options 5 20
----------------- ---------------
Denominator for diluted net
income per share - adjusted
weighted average common shares 21,883 26,212
================= ===============
Basic net income per share $ 0.31 $ 0.45
================= ===============
Diluted net income per share $ 0.31 $ 0.45
================= ===============
Options to purchase 627,561 Common Shares at a weighted average exercise price
of $27.04 per share were outstanding during 2000, but were not included in the
computation of diluted net income per share because the options' exercise price
was greater than the average market price of the common shares and, therefore,
the effect would be antidilutive.
<PAGE>
Note 6 -- Segment Information
The Company is organized into, and manages its business based on the
performance of, three separate and distinct operating divisions: Multifamily,
Retail, and Office. Each division has a separate management team that is
responsible for acquiring, developing, managing, and leasing properties within
each division. The applicable accounting policies of the segments are
substantially the same as those described in the "Summary of Significant
Accounting Policies" in the Company's 1999 Annual Report. However, the pro rata
portion of the revenues, net operating income ("NOI"), and assets of the
partially owned entities and joint ventures that the Company has entered into
are included in the applicable segment information. Subsequently, in the
reconciliation to total revenues, total NOI, and total assets, the amounts are
eliminated, as the investment in the partially owned entities and joint ventures
are reflected in the consolidated financial statements as investments accounted
for under the equity method. Management evaluates the performance of its
segments and allocates resources to them based on NOI. NOI consists of revenues
in excess of general operating expenses, salaries and wages, repairs and
maintenance, taxes, licenses, and insurance. Segment information as of and for
the three months ended March 31, 2000 and 1999, and for the period ended
December 31, 1999 is as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
As of and for the
Three Months Ended
March 31, 2000 Multifamily Office Retail Total
--------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>
Total Divisional Revenues $ 28,639 $ 11,280 $ 32,554 $ 72,473
NOI 18,922 7,806 23,452 50,180
Divisional assets 788,466 302,985 804,424 1,895,875
- ------------------------------------------------------------------------------------------------------------
Three Months Ended
March 31, 1999 Multifamily Office Retail Total
--------------------------------------------------------------------
(in thousands)
Total Divisional Revenues $ 28,071 $ 9,913 $ 31,942 $ 69,926
NOI 18,165 7,055 22,433 47,653
- ------------------------------------------------------------------------------------------------------------
For the Period Ended
December 31, 1999
(in thousands) Multifamily Office Retail Total
--------------------------------------------------------------------
Divisional assets $ 777,436 $ 293,545 $ 794,109 $ 1,865,090
- ------------------------------------------------------------------------------------------------------------
</TABLE>
A reconciliation of total segment revenues to total revenues, total segment NOI
to income from operations, for the three months ended March 31, 2000 and 1999,
and total divisional assets to total assets, for the periods ended March 31,
2000 and December 31, 1999 is presented below:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
As of and for the As of and for the
Three Months Ended Three Months Ended
(in thousands) March 31, 2000 March 31, 1999
Revenues
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Total divisional revenues $ 72,473 $ 69,926
Unallocated corporate revenues 75 201
Straight-line rents 336 -
Partially-owned subsidiaries (3,105) (2,668)
- -----------------------------------------------------------------------------------------------------------------
Total Revenues $ 69,779 $ 67,459
- -----------------------------------------------------------------------------------------------------------------
NOI
- -----------------------------------------------------------------------------------------------------------------
Total divisional NOI $ 50,180 $ 47,653
Unallocated corporate revenues 75 201
Straight-line rents 336 -
Partially-owned subsidiaries (1,880) (1,589)
General and administrative expenses (2,835) (2,267)
Depreciation (13,982) (12,888)
Amortization (846) (525)
Other 6 (102)
- -----------------------------------------------------------------------------------------------------------------
Income from operations $ 31,054 $ 30,483
- -----------------------------------------------------------------------------------------------------------------
For the Period Ended For the Period Ended
Assets March 31, 2000 December 31, 1999
- -----------------------------------------------------------------------------------------------------------------
Total divisional assets $ 1,895,875 $ 1,865,090
Unallocated corporate assets (1) 63,123 65,914
Partially-owned subsidiaries (77,423) (67,486)
- -----------------------------------------------------------------------------------------------------------------
Total assets $ 1,881,575 $ 1,863,518
- -----------------------------------------------------------------------------------------------------------------
<FN>
(1) Includes the Company's investment in partially owned entities of $23,523 as
of March 31, 2000, and $24,166 as of December 31, 1999.
</FN>
</TABLE>
Note 7 -- Increase in Revolving Credit Agreement
On April 14, 2000, the Company increased the borrowing capacity under
its unsecured line of credit from $250 million to $300 million. The credit
facility, which is used by the Company primarily to finance property acquisition
and development activities, bears interest at LIBOR plus 115 basis points, is
renewable on March 31, 2003, and provides for a two-year amortization in the
case of non-renewal. The line of credit agreement includes a competitive bid
feature that will allow the Company to convert up to $150 million under the line
of credit to a fixed rate, for a fixed term not to exceed 90 days. At March 31,
2000 and December 31, 1999, the Company had an outstanding balance on its
unsecured line of credit of $196.8 million and $228.3 million, respectively.
Note 8 -- Employee Unit Purchase Program
During January 2000, the Company initiated and completed an Executive
Unit Purchase Program (Unit Purchase Program), in which the Board of Trustees
and certain members of the Company's management were able to purchase Units of
CRLP. Under the Unit Purchase Program, the Board of Trustees and the members of
management were able to obtain full-recourse personal loans from an unrelated
financial institution, in order to purchase the Units. The Units are pledged as
collateral against the loans. In addition, the Company has provided a guarantee
to the unrelated financial institution for the personal loans. The value of the
Units purchased under the Unit Purchase Program was approximately $9.9 million.
At March 31, 2000, the total loan amount outstanding was approximately $9.9
million and the fair market value of the units was approximately $10.1 million.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees and Shareholders of
Colonial Properties Trust:
We have reviewed the accompanying consolidated condensed balance sheet of
Colonial Properties Trust (the "Company") as of March 31, 2000, and the related
consolidated condensed statements of income for the three-month periods ended
March 31, 2000 and 1999, and the consolidated condensed statements of cash flows
for the three-month periods ended March 31, 2000 and 1999. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated condensed financial statements for them
to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet as of December 31,
1999, and the related consolidated statements of operations, shareholders'
equity, and cash flows for the year then ended (not presented herein); and in
our report dated January 17, 2000, except for Note 16, as to which the date is
February 29, 2000, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated condensed balance sheet as of December 31, 1999, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Birmingham, Alabama
April 24, 2000
<PAGE>
COLONIAL PROPERTIES TRUST
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Colonial Properties Trust (Colonial or the Company) is engaged in the
ownership, development, management, and leasing of multifamily communities,
office buildings, retail malls and shopping centers. Colonial is organized as a
real estate investment trust, (REIT) and owns and operates properties in nine
states in the Sunbelt region of the United States. As of March 31, 2000,
Colonial's real estate portfolio consisted of 53 multifamily communities, 18
office properties, and 41 retail properties.
Colonial is one of the largest diversified REITs in the United States.
Consistent with its diversified strategy, Colonial manages its business with
three separate and distinct operating divisions: Multifamily, Office, and
Retail. Each division has an Executive Vice President that oversees growth and
operations and has a separate management team that is responsible for acquiring,
developing, and leasing properties within each division. This structure allows
Colonial to utilize specialized management personnel for each operating
division. Constant communication among the Executive Vice Presidents and
centralized functions of accounting, information technology, due diligence and
administrative services provide the Company with unique synergy allowing the
Company to take advantage of a variety of investment opportunities. Decisions
for investments in acquisitions and developments and for dispositions are also
centralized.
The following discussion should be read in conjunction with
management's discussion and analysis of financial condition and results of
operations and all of the other information appearing in the Company's 1999
Annual Report as filed with the Securities and Exchange Commission on Form 10-K
and with the financial statements included therein and the notes thereto. As
used herein, the terms "Colonial" or "the Company" include Colonial Properties
Trust, and one or more of its subsidiaries including, among others, Colonial
Realty Limited Partnership ("CRLP").
Any statement contained in this report which is not a historical fact,
or which might be otherwise considered an opinion or projection concerning the
Company or its business, whether express or implied, is meant as, and should be
considered, a forward-looking statement as that term is defined in the Private
Securities Litigation Reform Act of 1996. Forward-looking statements are based
upon assumptions and opinions concerning a variety of known and unknown risks,
including but not limited to changes in market conditions, the supply and demand
for leasable real estate, interest rates, increased competition, changes in
governmental regulations, and national and local economic conditions generally,
as well as other risks more completely described in the Company's prospectuses
and annual reports filed with the Securities and Exchange Commission. If any of
these assumptions or opinions prove incorrect, any forward-looking statements
made on the basis of such assumptions or opinions may also prove materially
incorrect in one or more respects.
Results of Operations -- Three Months Ended March 31, 2000 and 1999
Revenue -- Total revenue increased by $2.3 million, or 3.4%, for the
first quarter of 2000 when compared to the first quarter of 1999. The majority
of this increase, $1.6 million, represents revenues generated by properties
acquired or developed during 1999 and the first quarter of 2000, net of revenues
from properties disposed of in 1999. The remaining increase primarily relates to
increases in rental rates at existing properties.
Operating Expenses -- Total operating expenses increased by $1.7
million, or 4.7%, for the first quarter of 2000 when compared to the first
quarter of 1999. Of this increase, $0.8 million is primarily related to
additional operating expenses associated with properties that were acquired or
developed during 1999 and the first quarter of 2000, net of operating expenses
associated with properties disposed of in 1999. The remaining increase primarily
relates to increases in operating expenses at existing properties and overall
increases in corporate overhead and personnel costs associated with the
Company's continued growth.
Other Income and Expense -- Interest expense increased by $2.1 million,
or 15.0%, for the first quarter of 2000 when compared to the first quarter of
1999. The increase in interest expense is primarily attributable to the
increased usage of the Company's revolving credit agreement in conjunction with
the financing of acquisitions and developments and the issuance of $132.5
million of unsecured medium term notes through its subsidiary CRLP since the
first quarter of 1999.
Liquidity and Capital Resources
During the first quarter of 2000, the Company invested $25.9 million in
the acquisition and development of properties. The Company financed this growth
through advances on its bank line of credit, issuance of unsecured medium term
notes through its subsidiary CRLP, and cash from operations. As of March 31,
2000, the Company had an unsecured bank line of credit providing for total
borrowings of $250 million. The line, which is used by the Company primarily to
finance property acquisitions and development, bears interest at LIBOR plus
80-135 basis points, based on the Company's investment grade rating, and is
renewable in July 2000 and provides for a two-year amortization in the case of
non-renewal. The line of credit agreement includes a competitive bid feature
that will allow the Company to convert up to $125 million under the line of
credit to a fixed rate, for a fixed term not to exceed 90 days. The balance
outstanding on this line at March 31, 2000, was $196.8 million. (See Note 7 of
the Notes to Consolidated Condensed Financial Statements for discussion of the
increase in the Company's Revolving Line of Credit subsequent to March 31, 2000)
Management intends to replace significant borrowings that may
accumulate under the bank line of credit with funds generated from the sale of
additional equity securities and/or permanent financing, as market conditions
permit. Management believes that these potential sources of funds, along with
the possibility of issuing limited partnership units of CRLP in exchange for
properties, will provide the Company with the means to finance additional
acquisitions. Management anticipates that its net cash provided by operations
and its existing cash balances will provide the necessary funds on a short- and
long-term basis to cover its operating expenses, interest expense on outstanding
indebtedness, recurring capital expenditures, and dividends to shareholders in
accordance with Internal Revenue Code requirements applicable to real estate
investment trusts.
Common Share Repurchase Program
During 1999, the Board of Trustees authorized a share repurchase
program under which the Company may repurchase up to $150 million of its
currently outstanding common shares from time to time at the discretion of
management in open market and negotiated transactions. To date, the Company has
repurchased 4.5 million shares at an all-in average price of $26.45 per share.
During the first quarter of 2000, the Company was not active in their common
share repurchase program.
Funds from Operations
The Company considers Funds From Operations ("FFO") a widely accepted
and appropriate measure of performance for an equity REIT that provides a
relevant basis for comparison among REITs. FFO, as defined by the National
Association of Real Estate Investment Trusts (NAREIT), means income (loss)
before minority interest (determined in accordance with GAAP), excluding gains
(losses) from debt restructuring and sales of property, plus real estate related
depreciation and after adjustments for unconsolidated partnerships and joint
ventures. FFO is presented to assist investors in analyzing the performance of
the Company. The Company's method of calculating FFO may be different from
methods used by other REITs and, accordingly, may not be comparable to such
other REITs. FFO (i) does not represent cash flows from operations as defined by
GAAP, (ii) is not indicative of cash available to fund all cash flow needs and
liquidity, including its ability to make distributions, and (iii) should not be
considered as an alternative to net income (as determined in accordance with
GAAP) for purposes of evaluating the Company's operating performance. The
Company's FFO for the first quarter of 2000 and 1999 was computed as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------
(in thousands) 2000 1999
- --------------------------------------------------------- ------------ ------------
<S> <C> <C>
Net income available to common shareholders $6,698 $11,672
Adjustments:
Minority interest in CRLP 3,463 4,731
Real estate depreciation and amortization (1) 14,792 13,353
Straight-line rents (1) (334) 0
(Gains) losses from sales of property (1) 54 (3,005)
------------ ------------
Funds From Operations $24,673 $26,751
- --------------------------------------------------------- ------------ ------------
<FN>
(1) Includes pro-rata share of adjustments for subsidiaries.
</FN>
</TABLE>
<PAGE>
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to interest rate changes primarily as a result
of its line of credit and long-term debt used to maintain liquidity and fund
capital expenditures and expansion of the Company's real estate investment
portfolio and operations. The Company's interest rate risk management objective
is to limit the impact of interest rate changes on earnings and cash flows and
to lower its overall borrowing costs. To achieve its objectives, the Company
borrows primarily at fixed rates and may enter into derivative financial
instruments such as interest rate swaps, caps and treasury locks in order to
mitigate its interest rate risk on a related financial instrument. The Company
does not enter into derivative or interest rate transactions for speculative
purposes.
The table below presents the principal amounts, weighted average
interest rates, fair values and other terms required by year of expected
maturity to evaluate the expected cash flows and sensitivity to interest rate
changes. Also included is a summary of the Company's swap contracts at March 31,
2000.
<TABLE>
<CAPTION>
Est. Fair
(amounts in thousands) 2000 2001 2002 2003 2004 Thereafter Total Value
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed Rate Debt $ 21,609 78,159 74,831 109,145 100,000 423,767 807,511 806,201
Average interest rate
at March 31, 2000 8.35% 7.74% 7.55% 7.23% 7.27% 7.48% 7.47% -
Variable Debt $ 197,416 - - - - 52,975 250,391 250,391
Average interest rate
at March 31, 2000 6.87% - - - - 3.98% 6.26% -
Interest Rate SWAPs
Variable to fixed $ 25,000 - - - - - 25,000 54
Average pay rate 6.02% - - - - - 6.02% -
Fixed to variable $ - - - - - 50,000 50,000 (311)
Average pay rate - - - - - 1 month 1 month -
LIBOR LIBOR
Interest Rate Cap $ 50,000 - - - - - 50,000 -
Interest Rate 8.00% - - - - - 8.00% -
</TABLE>
The table incorporates only those exposures that exist as of March 31,
2000; it does not consider those exposures or positions, which could arise after
that date. Moreover, because firm commitments are not presented in the table
above, the information presented therein has limited predictive value. As a
result, the Company's ultimate realized gain or loss with respect to interest
rate fluctuations will depend on the exposures that arise during the period, the
Company's hedging strategies at that time, and interest rates.
<PAGE>
COLONIAL PROPERTIES TRUST
PART II -- OTHER INFORMATION
Item 2. Changes in Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.2.1 Bylaws of the Company (as amended through April 28, 2000)
15. Letter re: Unaudited Interim Financial Information
27. Financial Data Schedule (EDGAR Version Only)
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
COLONIAL PROPERTIES TRUST
Date: May 12, 2000 /s/ Howard B. Nelson, Jr.
-------------------------
Howard B. Nelson, Jr.
Chief Financial Officer
(Duly Authorized Officer
and Principal Financial Officer)
Date: May 12, 2000 /s/ Kenneth E. Howell
---------------------
Kenneth E. Howell
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
<PAGE>
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
Re: Colonial Properties Trust
(File No. 1-12358)
Registrations on Form S-8
Registrations on Form S-3
We are aware that our report dated April 24, 2000 on our review of interim
financial information of Colonial Properties Trust for the three-month periods
ended March 31, 2000 and 1999 and included in the Company's quarterly report on
Form 10-Q for the quarters then ended, is incorporated by reference in the
registration statements on Form S-8 related to certain restricted shares and
stock options filed on September 29, 1994, Form S-8 related to the Employee
Share Option and Restricted Share Plan filed on September 29, 1994; Form S-3
related to the Shelf Registration filed on November 20, 1997; Form S-3 related
to the Dividend Reinvestment Plan filed on April 11, 1995, as amended; Form S-8
related to the registration of common stock issuable under the Colonial
Properties Trust 401(K)/Profit-Sharing Plan filed on October 15, 1996; Form S-8
related to the Employee Share Purchase Plan filed on May 15, 1997; Form S-8
related to the Non-employee Trustee Share Plan filed on May 15, 1997; Form S-8
related to changes to the First Amended and Restated Employee Share Option and
Restricted Share Plan and the Non-employee Trustee Share Option Plan filed on
May 15, 1997; Form S-8 related to the Second Amended and Restated Employee Share
Option and Restricted Share Plan filed on July 31, 1998; and Form S-3 related to
the Shelf Registration filed on May , 2000. Pursuant to Rule 436(c) under the
Securities Act of 1933, this report should not be considered a part of the
registration statement prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Birmingham, Alabama
May 9, 2000
EXHIBIT 3.2.1
COLONIAL PROPERTIES TRUST
BYLAWS
(as amended through April 28, 2000)
Colonial Properties Trust, a real estate investment trust
organized under the laws of the State of Alabama (the "Trust") having Thomas H.
Lowder as its resident agent located at Energen Plaza, 2101 Sixth Avenue North,
Suite 750, Birmingham, Alabama 35203, hereby adopts the Bylaws of the Trust as
of August 21, 1995, as follows:
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office of the Trust shall
be located at such place or places as the Trustees may designate.
Section 2. ADDITIONAL OFFICES. The Trust may have additional offices
at such places as the Trustees may from time to time determine or the business
of the Trust may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. PLACE. All meetings of shareholders shall be held at the
principal office of the Trust or at such other place within the United States as
shall be stated in the notice of the meeting.
Section 2. ANNUAL MEETING. An annual meeting of the shareholders for
the election of Trustees and the transaction of any business within the powers
of the Trust shall be held during the second calendar quarter of each year on a
date and at the time set by the Trustees, beginning with the year 1996.
Section 3. SPECIAL MEETINGS. Subject to the rights of the holders of
any series of Preferred Shares (as defined in the Trust's Declaration of Trust,
as amended (the "Declaration of Trust")) to elect additional Trustees under
specified circumstances, special meetings of the shareholders may be called by
the president or the chairman of the Board of Trustees and shall be called by
the president, the chairman of the Board of Trustees or the secretary upon the
request in writing of shareholders holding outstanding shares representing at
least 25% of all votes entitled to be cast on any issue proposed to be
considered at any such special meeting.
Section 4. NOTICE. Not less than 10 nor more than 75 days before each
meeting of shareholders, the Trust or other persons calling the meeting shall
give to each shareholder entitled to vote at such meeting, and to each
shareholder not entitled to vote who is entitled to notice of the meeting,
written or printed notice stating the date, time and place of the meeting and,
in the case of a special meeting or as otherwise may be required by statute, the
purpose for which the meeting is called, either by mail or by presenting it to
such shareholder personally or by leaving it at his residence or usual place of
business. If mailed, such notice shall be deemed to be given when deposited in
the United States mail addressed to the shareholder at his post office address
as it appears on the records of the Trust, with postage thereon prepaid.
Section 5. SCOPE OF NOTICE. Any business of the Trust may be transacted
at an annual meeting of shareholders without being specifically designated in
the notice, except such business as is required by statute to be stated in such
notice. No business shall be transacted at a special meeting of shareholders
except as specifically designated in the notice.
Section 6. QUORUM. At any meeting of shareholders, the presence in
person or by proxy of shareholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum; but this section
shall not affect any requirement under any statute or the Declaration of Trust
for the vote necessary for the adoption of any measure. If, however, such quorum
shall not be present at any meeting of the shareholders, the shareholders
entitled to vote at such meeting, present in person or by proxy, shall have
power to adjourn the meeting from time to time to a date not more than 120 days
after the original record date without notice other than announcement at the
meeting. At such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 7. VOTING. A plurality of all the votes cast at a meeting of
shareholders duly called and at which a quorum is present shall be sufficient to
elect a Trustee. Each share may be voted for as many individuals as there are
Trustees to be elected and for whose election the share is entitled to be voted.
A majority of the votes cast at a meeting of shareholders duly called and at
which a quorum is present shall be sufficient to approve any other matter which
may properly come before the meeting, unless more than a majority of the votes
cast is required by statute or by the Declaration of Trust. Unless otherwise
provided in the Declaration of Trust, each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.
Section 8. PROXIES. A shareholder may vote the shares owned of record
by him, either in person or by proxy executed in writing by the shareholder or
by his duly authorized attorney in fact. Such proxy shall be filed with the
secretary of the Trust before or at the time of the meeting. No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy.
Section 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares registered in
the name of a corporation, partnership, trust or other entity, if entitled to be
voted, may be voted by the chief executive officer or a vice president, a
general partner or trustee thereof, as the case may be, or a proxy appointed by
any of the foregoing individuals, unless some other person who has been
appointed to vote such shares pursuant to a bylaw or a resolution of the board
of directors of such corporation or other entity presents a certified copy of
such bylaw or resolution, in which case such person may vote such shares. Any
trustee or other fiduciary may vote shares registered in his name as such
fiduciary, either in person or by proxy.
Shares of the Trust directly or indirectly owned by it shall not be
voted at any meeting and shall not be counted in determining the total number of
outstanding shares entitled to be voted at any given time, unless they are held
by it in a fiduciary capacity, in which case they may be voted and shall be
counted in determining the total number of outstanding shares at any given time.
The Trustees may adopt by resolution a procedure by which a shareholder
may certify in writing to the Trust that any shares registered in the name of
the shareholder are held for the account of a specified person other than the
shareholder. The resolution shall set forth: the class of shareholders who may
make the certification, the purpose for which the certification may be made, the
form of certification and the information to be contained in it; if the
certification is with respect to a record date or closing of the share transfer
books, the time after the record date or closing of the share transfer books
within which the certification must be received by the Trust; and any other
provisions with respect to the procedure which the Trustees consider necessary
or desirable. On receipt of such certification, the person specified in the
certification shall be regarded as, for the purposes set forth in the
certification, the shareholder of record of the specified shares in place of the
shareholder who makes the certification.
Section 10. INSPECTORS. At any meeting of shareholders, the chairman of
the meeting may, or upon the request of any shareholder shall, appoint one or
more persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of shares represented at the meeting based upon their
determination of the validity and effect of proxies, count all votes, report the
results and perform such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the shareholders.
Each report of an inspector shall be in writing and signed by him or by
a majority of them if there is more than one inspector acting at such meeting.
If there is more than one inspector, the report of a majority shall be the
report of the inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.
Section 11. REPORTS TO SHAREHOLDERS.
(a) Not later than 90 days after the close of each fiscal year of the
Trust, the Trustees shall deliver or cause to be delivered a report of the
business and operations of the Trust during such fiscal year to the
shareholders, containing a balance sheet and a statement of income and surplus
of the Trust, accompanied by the certification of an independent certified
public accountant, and such further information as the Trustees may determine is
required pursuant to any law or regulation to which the Trust is subject. Within
the earlier of 20 days after the annual meeting of shareholders or 120 days
after the end of the Trust's fiscal year, a signed copy of the annual report and
the accountant's certificate shall be placed on file at the principal office of
the Trust.
(b) Not later than 45 days after the end of each of the first three
quarterly periods of each fiscal year and upon written request by a shareholder,
the Trustees shall deliver or cause to be delivered an interim report to such
requesting shareholder containing unaudited financial statements for such
quarter and for the period from the beginning of the fiscal year to the end of
such quarter, and such further information as the Trustees may determine is
required pursuant to any law or regulation to which the Trust is subject.
Section 12. NOMINATIONS AND SHAREHOLDER BUSINESS.
(a) Annual Meetings of Shareholders.
(1) With respect to an annual meeting of
shareholders, nominations of persons for election to the Board of
Trustees and the proposal of business to be considered by the
shareholders may be made only (i) by or at the direction of the Board
of Trustees or (ii) by any shareholder of the Trust who was a
shareholder of record at the time of giving of notice, who is entitled
to vote at the meeting and who complied with the notice procedures set
forth in this Section 12(a).
(2) For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant to clause
(ii) of paragraph (a) (1) of this Section 12, the shareholder must have
given timely notice thereof in writing to the secretary of the Trust.
To be timely, a shareholder's notice shall be delivered to the
secretary at the principal executive offices of the Trust not less than
60 days nor more than 90 days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event
that the date of the annual meeting is advanced by more than 30 days or
delayed by more than 60 days from such anniversary date, notice by the
shareholder to be timely must be so delivered not earlier than the 90th
day prior to such annual meeting and not later than the close of
business on the later of the 60th day prior to such annual meeting or
the tenth day following the day on which public announcement of the
date of such meeting is first made. Such shareholder's notice shall set
forth: (i) as to each person whom the shareholder proposes to nominate
for election or reelection as a Trustee all information relating to
such person that is required to be disclosed in solicitations of
proxies for election of Trustees, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a Trustee
if elected); (ii) as to any other business that the shareholder
proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in
such business of such shareholder and of the beneficial owner, if any,
on whose behalf the proposal is made; and (iii) as to the shareholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made, the name and address of such
shareholder, as they appear on the Trust' s books, and of such
beneficial owner and the class and number of shares of the Trust which
are owned beneficially and of record by such shareholder and such
beneficial owner.
(3) Notwithstanding anything in the second sentence
of Section 12(a)(2) to the contrary, in the event that the number of
Trustees to be elected to the Board of Trustees is increased and there
is no public announcement naming all of the nominees for Trustee or
specifying the size of the increased Board of Trustees made by the
Trust at least 70 days prior to the first anniversary of the preceding
year's annual meeting, a shareholder's notice required by this Section
12(a) shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the secretary at the principal executive offices of the
Trust not later than the close of business on the tenth day following
the day on which such public announcement is first made by the Trust.
(b) Special Meetings of Shareholders. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought before
the meeting pursuant to the Trust's notice of meeting. Nominations of persons
for election to the Board of Trustees may be made at a special meeting of
shareholders at which Trustees are to be elected pursuant to the Trust's notice
of meeting (i) by or at the direction of the Board of Trustees or (ii) provided
that the Board of Trustees has determined that Trustees shall be elected at such
special meeting, by any shareholder of the Trust who is a shareholder of record
at the time of giving of notice provided for in this Section 12(b), who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 12(b). In the event the Trust calls a special meeting of
shareholders for the purpose of electing one or more Trustees to the Board of
Trustees, any such shareholder may nominate a person or persons (as the case may
be) for election to such position as specified in the Trust's notice of meeting,
if the shareholder's notice complies with the requirements of Section 12(a)(2)
and is delivered to the secretary at the principal executive offices of the
Trust not earlier than the 90th day prior to such special meeting and not later
than the close of business on the later of the 60th day prior to such special
meeting or the tenth day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Trustees to be elected at such meeting.
(c) General.
(1) Only such persons who are nominated in accordance
with the procedures set forth in this Section 12 shall be eligible to
serve as Trustees and only such business shall be conducted at a
meeting of shareholders as shall have been brought before the meeting
in accordance with the procedures set forth in this Section 12. The
presiding officer of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought
before the meeting was made in accordance with the procedures set forth
in this Section 12 and, if any proposed nomination or business is not
in compliance with this Section 12, to declare that such defective
nomination or proposal be disregarded.
(2) For purposes of this Section 12, "public
announcement" shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable news service or
in a document publicly filed by the Trust with the Securities and
Exchange Commission pursuant to Sections 13, 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(3) Notwithstanding the foregoing provisions of this
Section 12, a shareholder shall also comply with all applicable
requirements of state law and of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this
Section 12. Nothing in this Section 12 shall be deemed to affect any
rights of shareholders to request inclusion of proposals in the Trust's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.
Section 13. VOTING BY BALLOT. Voting on any question or in any
election may be viva voce unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.
Section 14. NO SHAREHOLDER ACTION BY WRITTEN CONSENT. Subject to the
rights of the holders of any series of Preferred Shares to elect additional
Trustees under specific circumstances, any action required or permitted to be
taken by the shareholders of the Trust must be effected at an annual or special
meeting of shareholders and may not be effected by any consent in writing by
such shareholders.
ARTICLE III
TRUSTEES
Section 1. GENERAL POWERS; QUALIFICATIONS. The business and affairs of
the Trust shall be managed under the direction of its Board of Trustees. A
Trustee shall be a natural person at least 19 years of age who is not under
legal disability.
Section 2. ANNUAL AND REGULAR MEETINGS. An annual meeting of the
Trustees shall be held immediately after and at the same place as the annual
meeting of shareholders, no notice other than this Bylaw being necessary. The
Trustees may provide, by resolution, the time and place, either within or
without the State of Alabama, for the holding of regular meetings of the
Trustees without other notice than such resolution.
Section 3. SPECIAL MEETINGS. Special meetings of the Trustees may be
called by or at the request of the chief executive officer or by a majority of
the Trustees then in office. The person or persons authorized to call special
meetings of the Trustees may fix any place, either within or without the State
of Alabama, as the place for holding any special meeting of the Trustees called
by them.
Section 4. NOTICE. Notice of any special meeting shall be given by
written notice delivered personally, transmitted by facsimile, telegraphed or
mailed to each Trustee at his business or residence address. Personally
delivered, facsimile transmitted or telegraphed notices shall be given at least
one day prior to the meeting. Notice by mail shall be given at least five days
prior to the meeting. If mailed, such notice shall be deemed to be given when
deposited in the United States mail properly addressed, with postage thereon
prepaid. If given by telegram, such notice shall be deemed to be given when the
telegram is delivered to the telegraph company. Neither the business to be
transacted at, nor the purpose of, any annual, regular or special meeting of the
Trustees need be stated in the notice, unless specifically required by statute
or these Bylaws.
Section 5. QUORUM. A whole number of Trustees equal to at least a
majority of the whole Board of Trustees shall constitute a quorum for
transaction of business at any meeting of the Trustees; provided, that if less
than a quorum are present at said meeting, a majority of the Trustees present
may adjourn the meeting from time to time without further notice; and provided
further, that if, pursuant to the Declaration of Trust or these Bylaws, the vote
of a majority of a particular group of Trustees is required for action, a quorum
must also include a majority of such group.
The Trustees present at a meeting which has been duly called and
convened may continue to transact business until adjournment, notwithstanding
the withdrawal of enough Trustees to leave less than a quorum.
Section 6. VOTING. The action of the majority of the Trustees present
at a meeting at which a quorum is present shall be the action of the Trustees,
unless the concurrence of a greater proportion is required for such action by
applicable statute, the Declaration of Trust or these Bylaws.
Section 7. TELEPHONE MEETINGS. Trustees may participate in a meeting by
means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person at
the meeting.
Section 8. INFORMAL ACTION BY TRUSTEES. Any action required or
permitted to be taken at any meeting of the Trustees may be taken without a
meeting, if a consent in writing to such action is signed by each Trustee and
such written consent is filed with the minutes of proceedings of the Trustees.
Section 9. VACANCIES. If for any reason any or all the Trustees cease
to be Trustees, such event shall not terminate the Trust or affect these Bylaws
or the powers of the remaining Trustees hereunder (even if fewer than three
Trustees remain). Any vacancy (including a vacancy created by an increase in the
number of Trustees) shall be filled, at any regular meeting or at any special
meeting called for that purpose, by a majority of the Trustees. Any individual
so elected as Trustee shall hold office for the unexpired term of the Trustee he
is replacing.
Section 10. COMPENSATION. Trustees shall not receive any stated salary
for their services as Trustees but, by resolution of the Trustees, fixed sums
per year and/or per meeting. Expenses of attendance, if any, may be allowed to
Trustees for attendance at each annual, regular or special meeting of the
Trustees or of any committee thereof; but nothing herein contained shall be
construed to preclude any Trustees from serving the Trust in any other capacity
and receiving compensation therefor.
Section 11. REMOVAL OF TRUSTEES. The shareholders may, at any time,
remove any Trustee in the manner provided in the Declaration of Trust.
Section 12. LOSS OF DEPOSITS. No Trustee shall be liable for any loss
which may occur by reason of the failure of the bank, trust company, savings and
loan association, or other institution with whom moneys or shares have been
deposited.
Section 13. SURETY BONDS. Unless required by law, no Trustee shall be
obligated to give any bond or surety or other security for the performance of
any of his duties.
Section 14. RELIANCE. Each Trustee, officer, employee and agent of the
Trust shall, in the performance of his duties with respect to the Trust, be
fully justified and protected with regard to any act or failure to act in
reliance in good faith upon the books of account or other records of the Trust,
upon an opinion of counsel or upon reports made to the Trust by any of its
officers or employees or by a committee of the Board, the adviser, accountants,
appraisers or other experts or consultants selected by the Trustees or officers
of the Trust, regardless of whether such counsel or expert may also be a
Trustee.
Section 15. CERTAIN RIGHTS OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS.
The Trustees shall have no responsibility to devote their full time to the
affairs of the Trust. Any Trustee or officer, employee or agent of the Trust, in
his personal capacity or in a capacity as an affiliate, employee, or agent of
any other person, or otherwise, may have business interests and engage in
business activities similar to or in addition to those of or relating to the
Trust, subject to the adoption of any policies relating to such interests and
activities adopted by the Trustees and applicable law.
ARTICLE IV
COMMITTEES
Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Trustees may, by
resolution or resolutions passed by a majority of the whole Board, appoint from
among its members an Executive Committee, an Audit Committee and other
committees, composed of one or more Trustees to serve at the pleasure of the
Trustees; provided, that the membership of the Audit Committee shall consist
only of Independent trustees so long as they continue in office, and all other
individuals who have been duly elected and qualify as Independent trustees of
the Trust. An individual shall be deemed to be "Independent" hereunder if such
individual is not an affiliate of Colonial Properties, Inc. ("Colonial") or the
Trust and is not an employee of Colonial or of any affiliate of Colonial or the
Trust.
Section 2. POWERS. The Trustees may delegate to committees appointed
under Section 1 of this Article IV any of the powers of the Board of Trustees;
provided, however, that the Trustees may not delegate to committee the power to
declare dividends or other distributions, elect Trustees, issue Preferred or
Common Shares (as such terms are defined in the Declaration of Trust)
(hereinafter "Shares") in the Trust other than as provided in the next sentence,
approve or recommend to the shareholders any action which requires shareholder
approval, amend the Bylaws, approve any merger or share exchange which does not
require shareholder approval, or approve the reacquisition of Shares unless
pursuant to a formula prescribed by the Board of Trustees. If the Board of
Trustees has given general authorization for the issuance of Shares in the
Trust, a committee of the Board, in accordance with a general formula or method
specified by the Board by resolution or by adoption of an option or other plan,
may fix the terms of the Shares subject to classification or reclassification
and the terms on which the shares may be issued, including all terms and
conditions required or permitted to be established or authorized by the Board of
Trustees.
Section 3. COMMITTEE PROCEDURES. Each Committee may fix rules of
procedure for its business. A majority of the members of a committee shall
constitute a quorum for the transaction of business and the action of a majority
of those present at a meeting at which a quorum is present shall be the action
of the committee. Subject to the terms of Section 1 hereof, in the absence of
any member of any committee, the members thereof present at any meeting, whether
or not they constitute a quorum, may appoint another Trustee to act in the place
of such absent member. Any action required or permitted to be taken at a meeting
of a committee may be taken without a meeting, if a unanimous written consent
which sets forth the action is signed by each member of the committee and filed
with the minutes of the proceedings of such committee. The members of a
committee may conduct any meeting thereof by means of a conference telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by such means shall
constitute presence in person at the meeting.
Section 4. EMERGENCY. In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Trust by its Trustees and officers as contemplated by the Declaration of
Trust and these Bylaws, any two or more available members of the then incumbent
Executive Committee shall constitute a quorum of that Committee for the full
conduct and management of the affairs and business of the Trust in accordance
with the provisions of this Article IV. In the event of the unavailability, at
such time, of a minimum of two members of the then incumbent Executive
Committee, the available Trustees shall elect an Executive Committee composed of
any two members of the Board of Trustees, whether or not they be officers of the
Trust, which two members shall constitute the Executive Committee for the full
conduct and management of the affairs of the Trust in accordance with the
foregoing provisions of this Section 4. This Section 4 shall be subject to
implementation by resolution of the Board of Trustees passed from time to time
for that purpose, and any provisions of the Bylaws (other than this Section 4)
and any resolutions which are contrary to the provisions of this Section 4 or to
the provisions of any such implementing resolutions shall be suspended until it
shall be determined by any interim Executive Committee acting under this Section
4 that it shall be to the advantage of the Trust to resume the conduct and
management of its affairs and business under all the other provisions of these
Bylaws.
ARTICLE V
OFFICERS
Section 1. GENERAL PROVISIONS. The officers of the Trust may consist of
a chairman of the board, a chief executive officer, a president, a chief
operating officer, one or more vice presidents, a chief financial officer, a
secretary, and one or more assistant secretaries, as determined by the Trustees.
In addition, the Trustees may from time to time appoint such other officers with
such powers and duties as they shall deem necessary or desirable. The officers
of the Trust shall be elected annually by the Trustees at the first meeting of
the Trustees held after each annual meeting of shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Each officer shall hold office until his
successor is elected and qualifies or until his death, resignation or removal in
the manner hereinafter provided. Any two or more offices except chief executive
officer and vice president may be held by the same person. In their discretion,
the Trustees may leave unfilled any office except that of chief executive
officer, chief financial officer and secretary. Election of an officer or agent
shall not of itself create contract rights between the Trust and such officer or
agent.
Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Trust
may be removed by a majority of the members of the whole Board of Trustees, with
or without cause, if in their judgment the best interests of the Trust would be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Any officer of the Trust may resign at
any time by giving written notice of his resignation to the Trustees, the
chairman of the board (if any), the chief executive officer or the secretary.
Any resignation shall take effect at any time subsequent to the time specified
therein or, if the time when it shall become effective is not specified therein,
immediately upon its receipt. The acceptance of a resignation shall not be
necessary to make it effective unless otherwise stated in the resignation.
Section 3. VACANCIES. A vacancy in any office may be filled by the
Trustees for the balance of the term.
Section 4. CHAIRMAN OF THE BOARD. The chairman of the board shall
preside over the meetings of the Trustees and of the shareholders at which he
shall be present. The chairman of the board shall perform such other duties as
may be assigned to him by the Trustees. Except where by law the signature of the
chief executive officer is required, the chairman of the board shall possess the
same power as the chief executive officer to sign deeds, mortgages, bonds,
contracts or other instruments.
Section 5. CHIEF EXECUTIVE OFFICER. The Trustees may designate a chief
executive officer from among the elected officers. In the absence of such
designation, the chairman of the board shall be the chief executive officer of
the Trust. The chief executive officer shall in general supervise the management
of the business affairs of the Trust and the implementation of the policies of
the Trust, as determined by the Trustees. He may execute any deed, mortgage,
bond, contract or other instrument, except in cases where the execution thereof
shall be expressly delegated by the Trustees or by these Bylaws to some other
officer or agent of the Trust or shall be required by law to be otherwise
executed; and in general shall perform all duties incident to the office of
chief executive officer and such other duties as may be prescribed by the
Trustees from time to time.
Section 6. PRESIDENT. The president, subject to the control of the
Board of Trustees and at the direction of and with the chief executive officer,
shall in general supervise and control all of the business and affairs of the
Trust. He shall, when present and in the absence of the chairman of the board
and the chief executive officer, preside at all meetings of the shareholders and
the Board of Trustees. He may sign, with the secretary or any other proper
officer of the Trust authorized by the Board of Trustees, certificates for
shares of the Trust and deeds, mortgages, bonds, contracts, or other instruments
which the Board of Trustees has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by the Board of
Trustees or by these Bylaws to some other officer or agent of the Trust, or
shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the chief executive officer or the Trustees from
time to time.
Section 7. CHIEF OPERATING OFFICER. The chief operating officer, under
the direction of the chief executive officer, shall have general management
authority and responsibility for the day-to-day implementation of the policies
of the Trust. He may execute any deed, mortgage, bond, contract or other
instrument, except in cases where the execution thereof shall be expressly
delegated by the Trustees or by these Bylaws to some other officer or agent of
the Trust or shall be required by law to be otherwise executed; and in general
shall perform all duties incident to the office of chief operating officer and
such other duties as may be prescribed by the Trustees from time to time.
Section 8. VICE PRESIDENTS. In the absence of the chief executive
officer, the president, the chief operating officer or in the event of a vacancy
in all such offices, the vice president (or in the event there be more than one
vice president, the vice presidents in the order designated at the time of their
election or, in the absence of any designation, then in the order of their
election) shall perform the duties of the chief executive officer or the
president and when so acting shall have all the powers of and be subject to all
the restrictions upon the chief executive officer and the president; and shall
perform such other duties as from time to time may be assigned to him by the
chief executive officer, by the president, by the chief operating officer or by
the Trustees. The Trustees may designate one or more vice presidents as
executive vice president or as vice president for particular areas of
responsibility.
Section 9. SECRETARY. The secretary shall: (a) keep the minutes of the
proceedings of the shareholders, the Trustees and committees of the Trustees in
one or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the trust records and of the seal (if any) of the Trust; (d)
keep a register of the post office address of each shareholder which shall be
furnished to the secretary by such shareholder; (e) have general charge of the
share transfer books of the Trust; and (f) in general perform such other duties
as from time to time may be assigned to him by the chief executive officer, by
the president, by the chief operating officer or by the Trustees.
Section 10. CHIEF FINANCIAL OFFICER. The chief financial officer shall
have the custody of the funds and securities of the Trust and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Trust and shall deposit all moneys and other valuable effects in the name and to
the credit of the Trust in such depositories as may be designated by the
Trustees. The chief financial officer shall disburse the funds of the Trust as
may be ordered by the Trustees, taking proper vouchers for such disbursements,
and shall render to the chief executive officer and Trustees, at the regular
meetings of the Trustees or whenever they may require it, an account of all his
transactions as chief financial officer and of the financial condition of the
Trust.
If required by the Trustees, he shall give the Trust a bond in such sum
and with such surety or sureties as shall be satisfactory to the Trustees for
the faithful performance of the duties of his office and for the restoration to
the Trust, in case of his death, resignation, retirement or removal from office,
all books, papers, vouchers, moneys and other property of whatever kind in his
possession or under his control belonging to the Trust.
Section 11. ASSISTANT SECRETARIES. The assistant secretaries, in
general, shall perform such duties as shall be assigned to them by the
secretary, or by the chief executive officer, the president, or the Trustees.
Section 12. SALARIES. The salaries of the officers shall be fixed from
time to time by the Trustees and no officer shall be prevented from receiving
such salary by reason of the fact that he is also a Trustee.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS. The Trustees may authorize any officer or agent
to enter into any contract or to execute and deliver any instrument in the name
of and on behalf of the Trust and such authority may be general or confined to
specific instances. Any agreement, deed, mortgage, lease or other document
executed by one or more of the Trustees or by an authorized person shall be
deemed valid and binding upon the Trustees and upon the Trust when so authorized
or ratified by action of the Trustees.
Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Trust shall be signed by such officer or officers, agent or agents
of the Trust and in such manner as shall from time to time be determined by the
Trustees.
Section 3. DEPOSITS. All funds of the Trust not otherwise employed
shall be deposited from time to time to the credit of the Trust in such banks,
trust companies or other depositories as the Trustees may designate.
ARTICLE VII
SHARES
Section 1. CERTIFICATES. Each shareholder shall be entitled to a
certificate or certificates which shall represent and certify the number of
shares of each class of beneficial interests held by him in the Trust. Each
certificate shall state on its face: (i) the name of the Trust and that it is
organized under the laws of Alabama, and (ii) the name of the person to whom
such certificate is issued. Each certificate shall be signed by the chief
executive officer, the president or a vice president and countersigned by the
secretary or an assistant secretary or the chief financial officer and may be
sealed with the seal, if any, of the Trust. The signatures may be either manual
or facsimile. Certificates shall be consecutively numbered; and if the Trust
shall, from time to time, issue several classes of shares, each class may have
its own number series. A certificate is valid and may be issued whether or not
an officer who signed it is still an officer when it is issued. Each certificate
representing shares which are restricted as to their transferability or voting
powers, which are preferred or limited as to their dividends or as to their
allocable portion of the assets upon liquidation or which are redeemable at the
option of the Trust, shall have a statement of such restriction, limitation,
preference or redemption provision, or a summary thereof, plainly stated on the
certificate. In lieu of such statement or summary, the Trust may set forth upon
the face or back of the certificate a statement that the Trust will furnish to
any shareholder, upon request and without charge, a full statement of such
information.
Section 2. TRANSFERS. Certificates shall be treated as negotiable and
title thereto and to the shares they represent shall be transferred by delivery
thereof to the same extent as those of an Alabama stock corporation. Upon
surrender to the Trust or the transfer agent of the Trust of a share certificate
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Trust shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.
The Trust shall be entitled to treat the holder of record of any share
or shares as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of the State of Alabama.
Section 3. LOST CERTIFICATE. The Trustees may direct a new certificate
to be issued in place of any certificate previously issued by the Trust alleged
to have been lost, stolen or destroyed upon the making of an affidavit of that
fact by the person claiming the certificate to be lost, stolen or destroyed.
When authorizing the issuance of a new certificate, the Trustees may, in their
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or his legal representative
to advertise the same in such manner as they shall require and/or to give bond,
with sufficient surety, to the Trust to indemnify it against any loss or claim
which may arise as a result of the issuance of a new certificate.
Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Trustees may set, in advance, a record date for the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders, or
shareholders entitled to receive payment of any dividend or the allotment of any
other rights, or in order to make a determination of shareholders for any other
proper purpose. Such date, in any case, shall not be prior to the close of
business on the day the record date is fixed and shall be not more than 70 days
and, in the case of a meeting of shareholders not less than ten days, before the
date on which the meeting or particular action requiring such determination of
shareholders is to be held or taken.
In lieu of fixing a record date, the Trustees may provide that the
share transfer books shall be closed for a stated period but not longer than 20
days. If the share transfer books are closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days before the date of such meeting.
If no record date is fixed and the share transfer books are not closed
for the determination of shareholders, (a) the record date for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders
shall be at the close of business on the date on which the notice of meeting is
mailed or the 30th day before the meeting, whichever is the closer date to the
meeting, and (b) the record date for the determination of shareholders entitled
to receive payment of a dividend or an allotment of any other rights shall be
the close of business on the day on which the resolution of the Trustees
declaring the dividend or allotment of rights is adopted.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section 4, such determination
shall apply to any adjournment thereof, except where the determination has been
made through the closing of the transfer books and the stated period of closing
has expired.
Section 5. SHARE LEDGER. The Trust shall maintain at its principal
office or at the office of its counsel, accountants or transfer agent, an
original or duplicate share ledger containing the name and address of each
shareholder and the number of shares of each class held by such shareholder.
Section 6. FRACTIONAL SHARES; ISSUANCE OF UNITS. Trustees may issue
fractional shares or provide for the issuance of' scrip, all on such terms and
under such conditions as they may determine. Notwithstanding any other provision
of the Declaration of Trust or these Bylaws, the Trustees may issue units
consisting of different securities of the Trust. Any security issued in a unit
shall have the same characteristics as any identical securities issued by the
Trust, except that the Trustees may provide that for a specified period
securities of the Trust issued in such unit may be transferred on the books of
the Trust only in such unit.
ARTICLE VIII
ACCOUNTING YEAR
The Trustees shall have the power, from time to time, to fix the fiscal
year of the Trust by a duly adopted resolution.
ARTICLE IX
DIVIDENDS
Section 1. DECLARATION. Dividends upon the shares of the Trust may be
declared by the Trustees, subject to the provisions of law and the Declaration
of Trust. Dividends may be paid in cash, property or shares of the Trust,
subject to the provisions of law and the Declaration.
Section 2. CONTINGENCIES. Before payment of any dividends, there may be
set aside out of any funds of the Trust available for dividends such sum or sums
as the Trustees may from time to time, in their absolute discretion, think
proper as a reserve fund for contingencies, for equalizing dividends, for
repairing or maintaining any property of the Trust or for such other purpose as
the Trustees shall determine to be in the best interest of the Trust, and the
Trustees may modify or abolish any such reserve in the manner in which it was
created.
ARTICLE X
INVESTMENT POLICY
Subject to the provisions of the Declaration of Trust, the Trustees may
from time to time adopt, amend, revise or terminate any policy or policies with
respect to investments by the Trust as they shall deem appropriate in their sole
discretion.
ARTICLE XI
SEAL
Section 1. SEAL. The Trustees may authorize the adoption of a seal by
the Trust. The seal shall have inscribed thereon the name of the Trust. The
Trustees may authorize one or more duplicate seals and provide for the custody
thereof.
Section 2. AFFIXING SEAL. Whenever the Trust is required to place its
seal to a document, it shall be sufficient to meet the requirements of any law,
rule or regulation relating to a seal to place the word "(SEAL)" adjacent to the
signature of the person authorized to execute the document on behalf of the
Trust.
ARTICLE XII
INDEMNIFICATION
To the maximum extent permitted by Alabama law in effect from time to
time, the Trust, after a preliminary determination of the ultimate entitlement
to indemnification has been made in accordance with Section 8.55 of Chapter 2B,
Title 10, of the Code of Alabama, 1975, as amended, shall indemnify (a) any
Trustee, officer or shareholder or any former Trustee, officer or shareholder
(including among the foregoing, for all purposes of this Article XII and without
limitation, any individual who, while a Trustee and at the request of the Trust,
serves or has served another corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director, officer, partner or
trustee of such corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise), 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 such
status, against reasonable expenses incurred by him in connection with the
proceeding, (b) any Trustee or officer or any former Trustee or officer made a
party to a proceeding by reason of such status against reasonable expenses
incurred by him in connection with the proceeding, if: (i) he conducted himself
in good faith, and (ii) he reasonably believed (A) in the case of conduct in his
official capacity with the Trust, that the conduct was in the Trust's best
interests 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) shall not be available if it
is established that (1) in connection with a proceeding by or in the right of
the Trust, he was adjudged liable to the Trust, 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) each shareholder
or former shareholder against any claim or liability to which he may become
subject by reason of his status as a shareholder or former shareholder. In
addition, the Trust shall 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
his status as a Trustee, officer or shareholder; provided, that in the case of a
Trustee or officer, (i) the Trust 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 Trust as authorized by
these Bylaws, (ii) the Trust shall have received a written undertaking by or on
his behalf to repay the amount paid or reimbursed by the Trust 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
Chapter 2B, Title 10, of the Code of Alabama, 1975, as amended, that the facts
then known to those making the determination would not preclude indemnification
under the provisions hereof. The Trust may, with the approval of its 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 Trust and to any employee or agent of the Trust
or a predecessor of the Trust. Neither the amendment nor repeal of this Article
XII, nor the adoption or amendment of any other provision of the Declaration of
Trust or these Bylaws inconsistent with this Article XII, shall apply to or
affect in any respect the applicability of this paragraph with respect to any
act or failure to act which occurred prior to such amendment, repeal or
adoption. Any indemnification or payment or reimbursement of the expenses
permitted by these Bylaws shall be furnished in accordance with the procedures
provided for indemnification and payment or reimbursement of expenses under
Article 8 of Chapter 2B, Title 10, of the Code of Alabama, 1975. The Trust may
provide to Trustees, officers and shareholders such other and further
indemnification or payment or reimbursement of expenses as may be permitted by
Alabama law, as in effect from time to time, for directors of Alabama
corporations.
ARTICLE XIII
WAIVER OF NOTICE
Whenever any notice is required to be given pursuant to the Declaration of
Trust or these Bylaws or pursuant to applicable law, a waiver thereof in
writing, signed by the person or persons entitled to such notice and filed with
the minutes or records of the Trust, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Neither the
business to be transacted at nor the purpose of any meeting need be set forth in
the waiver of notice, unless specifically required by statute. The attendance of
any person at any meeting shall constitute a waiver of notice of such meeting,
except where such person attends a meeting for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or convened.
<PAGE>
ARTICLE XIV
AMENDMENT OF BYLAWS
These Bylaws may be amended or repealed by either the affirmative vote of a
majority of all shares outstanding and entitled to vote generally in the
election of Trustees, voting as a single group, or by an affirmative vote of a
majority of the Board of Trustees, unless the shareholders prescribe that any
such Bylaw may not be amended or repealed by the Board of Trustees.
The foregoing are certified as the Bylaws of the Trust adopted by the
Trustees as of April 28, 2000.
/s/ Howard B. Nelson, Jr.
------------------------------------
Secretary
Index of Amendments to Bylaws
Article IV, Section 1 of the Bylaws of the Trust was amended pursuant
to a resolution duly adopted at a meeting of the Board of Trustees on April 22,
1999. Such amendment to Article IV, Section 1 is reflected in the foregoing
certified Bylaws.
/s/ Howard B. Nelson, Jr.
------------------------------------
Secretary
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