<PAGE>
As filed with the Securities and Exchange Commission on February 25, 1997
Registration No. 333-_____________
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COLUMBUS REALTY TRUST
(Exact name of registrant as specified in its charter)
TEXAS 75-2509086
(State of Organization) (I.R.S. Employer Identification No.)
15851 DALLAS PARKWAY, SUITE 855, DALLAS, TEXAS 75248
(Address of principal executive offices) (zip code)
COLUMBUS REALTY TRUST EMPLOYEE INCENTIVE PLAN
(Full title of the plan)
ROBERT L. SHAW
15851 DALLAS PARKWAY, SUITE 855
DALLAS, TEXAS 75248
(Name and address of agent for service)
(972) 387-1492
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum
Securities to be to be Offering Price Aggregate Amount of
Registered Registered Per Share/(1)/ Offering Price/(1)/ Registration Fee/(2)/
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, $.01 par 1,000,000 $20.6875 $20,687,500 $6,269
value per share
=================================================================================================
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee.
(2) Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, the
registration fee has been calculated based on the average of the high and
low prices of the Common Shares of the Registrant on the New York Stock
Exchange on February 20, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
1. PLAN INFORMATION.*
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
____________________
* Information required by Part I of Form S-8 to be contained in a prospectus
meeting the requirements of Section 10(a) of the Securities Act of 1933 is
omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form S-8.
-i-
<PAGE>
SUBJECT TO COMPLETION - DATED FEBRUARY 25, 1997
FORM OF REOFFER PROSPECTUS
- -------------------------------------------------------------------------------
1,000,000 Shares
COLUMBUS REALTY TRUST
Common Shares of Beneficial Interest
- ------------------------------------------------------------------------------
All of the 1,000,000 common shares of beneficial interest, $.01 par value per
share (the "Common Shares"), of Columbus Realty Trust (the "Company") offered
hereby are offered for the account of the shareholders described herein (the
"Selling Shareholders"). See "Selling Shareholders." The shares to be offered
are those to be acquired by the Selling Shareholders pursuant to the Columbus
Realty Trust Employee Incentive Plan. The Company will not receive any proceeds
from the sale of such Common Shares by the Selling Shareholders. The 1,000,000
Common Shares offered hereby are referred to herein as the "Selling Shareholder
Shares."
The shares may be sold from time to time by the Selling Shareholders, or by
pledgees, donees, transferees or other successors in interest. Such sales may
be made on the New York Stock Exchange (the "NYSE") or other exchanges on which
the Common Shares are then traded, in the over-the-counter market, or otherwise
at prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The Selling Shareholder Shares may
be sold in one or more of the following transactions: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the Selling Shareholder
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (b) purchases by a broker or dealer as principal
and resale by the broker or dealer for its account pursuant to this Prospectus;
(c) an exchange distribution in accordance with the rules of the exchange; and
(d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers may receive commissions or discounts from Selling
Shareholders in amounts to be negotiated immediately prior to the sale. These
brokers or dealers and any other participating brokers or dealers, as well as
certain pledgees, donees, transferees and other successors in interest, may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), in connection with the sales. In addition, any
securities covered by this Prospectus that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
The aggregate proceeds to the Selling Shareholders from the sale of the
Selling Shareholder Shares will be the purchase price of the Selling Shareholder
Shares sold less the aggregate agents' commissions and underwriters' discounts,
if any. The Company will pay substantially all of the expenses incident to the
registration of the Selling Shareholder Shares, except for selling commissions
associated with the sale of the Selling Shareholder Shares, all of which will be
paid by the Selling Shareholders.
The Common Shares are listed on the NYSE under the symbol "CLB." The
closing price of the Common Shares as reported on the NYSE on February 24, 1997,
was $21.375 per share.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION 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.
- --------------------------------------------------------------------------------
The date of this Prospectus is February __, 1997.
<PAGE>
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-8 under the Securities Act with respect to the securities offered hereby.
This Prospectus does not contain all of 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 the
contract or other document filed as an exhibit to the Registration Statement,
each statement being qualified in all respects by that reference and the
exhibits and schedules to the Registration Statement. For further information
regarding the Company and the securities offered hereby, reference is hereby
made to the Registration Statement and the exhibits and schedules to the
Registration Statement which may be obtained from the Commission at its
principal office in Washington, D.C., upon payment of fees prescribed by the
Commission.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. The reports, proxy and information statements, the Registration
Statement and exhibits and financial statements thereto, and other information
filed by the Company with the Commission may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and will also be available
for inspection and copying at the regional offices of the Commission located at
13th Floor, 7 World Trade Center, New York, New York 10048 and at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of the material can be obtained from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Such material may also be obtained from the web
site that the Commission maintains at http://www.sec.gov. The Common Shares are
traded on the NYSE. The reports, proxy and information statements and other
information also can be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.
The Company furnishes its shareholders with annual reports containing
financial statements audited by its independent auditors and with quarterly
reports containing unaudited summary financial information for each of the first
three quarters of each fiscal year.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference and shall be deemed to be a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
-2-
<PAGE>
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996;
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996; and
(e) The description of the Common Shares contained in the Company's
Registration Statement on Form 8-A filed December 16, 1993.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
into this Prospectus.
Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained in the Registration
Statement, this Prospectus, or any other subsequently filed document that is
also incorporated by reference herein modifies or supersedes that statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of that person, a copy of any document incorporated herein by
reference (other than exhibits to those documents unless the exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates by reference). Requests should be directed to Mr. J. Michael Lewis
Columbus Realty Trust, 15851 Dallas Parkway, Suite 855, Dallas, Texas 75248.
-3-
<PAGE>
THE COMPANY
GENERAL
Columbus Realty Trust (the "Company") is a self-administered and self-
managed real estate investment trust ("REIT") formed pursuant to the Texas Real
Estate Investment Trust Act, as amended (the "Texas REIT Act"). The Company
presently owns and operates (i) 22 multifamily residential properties comprising
a total of 5,407 apartment units, (ii) two industrial properties, and (iii) one
retail property (collectively, the "Properties"), all but two of which are
located in the greater Dallas, Texas metropolitan area. The residential
Properties completed at December 31, 1996 had an occupancy rate of approximately
97% as of such date. The Company also owns five parcels of land in the greater
Dallas, Texas and Jackson, Mississippi metropolitan areas which currently are
under construction and three (3) additional properties under development and
proposed to commence construction during 1997 (collectively, the "Development
Properties"). The Company anticipates that the Development Properties currently
under construction will add approximately 2,547 apartment units to the Company's
portfolio upon completion. The Company expects that approximately 1,389 of
these additional apartment units will be completed in 1997 and the remaining
1,158 will be completed in 1998. In addition, the Company expects to acquire
The Commons at Turtle Creek, containing 158 units, on or before March 1, 1997.
After the acquisition and completion of the Development Properties, the Company
will own a total of approximately 8,112 units in 31 residential properties.
The Company intends to develop each of the Development Properties and
additional communities targeted for development with the same quality of
construction, innovation in design and uniqueness of setting that have
distinguished prior communities developed by the Company and its predecessors.
The Company also may from time to time make acquisitions of additional income-
producing properties which further its strategies, satisfy its standards for
quality and provide potential for attractive returns on investment.
The Company's core strategy is to acquire and develop dense concentrations
of units in close proximity in targeted areas which are near major employment
centers and which have long term growth potential. The Company believes this
strategy enables it to realize operating efficiencies, offer enhanced resident
amenities, and better serve its residents, thereby providing the Company with a
competitive advantage over others who do not have concentrated unit ownership.
The Company historically has focused its development activities on the greater
Dallas, Texas metropolitan area. Recently the Company has announced plans for
the construction or redevelopment of properties in Houston, Texas and Denver,
Colorado. The Company is continuing to explore the feasibility of developments
in additional targeted metropolitan areas and anticipates further expansion into
new markets in a manner consistent with its core strategy.
The Company generally targets residents who are "renters by choice," that
is, those who prefer the convenience and luxury afforded by the Company's
residential Properties to home ownership and who have income levels in excess of
that necessary to enable them to afford the Company's rental rates. The Company
intensively manages its communities and responds to the needs and lifestyles of
its residents. Management believes that these practices enable it to attract
and retain residents. The Company utilizes proprietary leasing software,
private telephone systems, private cable television systems, energy management
systems and other management and
-4-
<PAGE>
operating applications to generate additional revenue and achieve operating
efficiencies and cost savings.
The Common Shares are listed on the NYSE under the symbol "CLB." On
December 26, 1996, the Company paid a dividend of $0.395 per Common Share for
the fourth quarter of 1996, to all shareholders of record on December 23, 1996.
The Company intends to continue making regular quarterly distributions to its
shareholders. Distributions depend upon a variety of factors, and there can be
no assurance that future distributions will be made.
The Company operates as a real estate investment trust ("REIT") under the
Internal Revenue Code of 1986, as amended.
THE PROPERTIES
The following table sets forth certain information relating to the
Company's completed residential Properties, and estimated information relating
to the Development Properties and the Development Land.
<TABLE>
<CAPTION>
Year
Completed Total
or to be Number
Completed Properties Location Completed of Units
-------------------- --------- --------- ---------
<S> <C> <C> <C>
The Meridian................................. Dallas 1991 132
The Worthington.............................. Dallas 1993 332
The Vintage.................................. Dallas 1993 160
The Residences............................... Dallas 1987 196
Uptown Village............................... Dallas 1995 300
The Rock..................................... Dallas 1988 208
Windhaven Village............................ Dallas 1991 474
Parkway Village Villas....................... Dallas 1986 136
Springstead Condominiums..................... Dallas 1983 66
Reflections on McCallum...................... Dallas 1986 198
Town Lake/Parks.............................. Dallas 1987/1986 238/160
Lakeside Village............................. Dallas 1986 327
Villas at Valley Ranch....................... Dallas 1985 55
Ascension Point/Ascension Point II........... Dallas 1985/1995 79/86
Lakeshore.................................... Dallas 1988 404
The Trace/The Trace II....................... Jackson, MS 1989/1995 282/204
Hackberry Creek/Hackberry Creek II........... Dallas 1988/1996 240/192
Winsted Village.............................. Dallas 1995 314
Columbus Square.............................. Dallas 1995 218
The Vineyard................................. Dallas 1995 116
The Abbey.................................... Dallas 1995 34
The Mark..................................... Jackson, MS 256
-------
Sub Totals................................... 5,407
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
Year
Completed Total
or to be Number
Development Properties (Under Construction) Location Completed of Units
---------------------- -------- --------- ---------
<S> <C> <C> <C>
Addison Circle One........................... Dallas 1997 460
Columbus Shore............................... Dallas 1997 503
Columbus Pointe.............................. Jackson, MS 1997 240
Hall Street (Cole's Corner).................. Dallas 1997 186
The Heights of State Thomas.................. Dallas 1998 196
-----
Sub Totals................................... 1,585
<CAPTION>
Year Estimated
Completed Total
or to be Number
Other Development Properties Location Completed of Units
---------------------------- -------- --------- ---------
Block 580.................................... Dallas 1998 245
Rice Hotel................................... Houston 1998 317
St. Luke's (Phase I)......................... Denver 1998 400
-----
Sub Totals................................... 962
TOTALS 7,954
</TABLE>
RECENT DEVELOPMENTS
Since the completion of the Company's initial public offering in December
1993, the Company has acquired six multifamily residential properties containing
an aggregate of 1,583 units, has completed the development of eight multifamily
residential properties and begun construction of five other properties. As a
result of these activities, the number of units owned or under construction has
increased by 197% since the Company's initial public offering.
On July 19, 1996, the Company entered into a Development Agreement with
Gaylord Properties, Inc. ("Gaylord") relating to the development of
approximately 19 acres of land owned by Gaylord in Addison, Texas as office
space with complementary retail and commercial uses. Pursuant to the Development
Agreement, the Company will act as master developer and oversee the development
of this commercial subdistrict with a goal toward assuring that such development
is consistent with the master plan for Addison Circle and the Company's
development of the adjacent tracts of land zoned for multifamily development on
which the Company is currently constructing its multifamily residential property
known as Addison Circle One.
On January 16, 1997, the Company announced an agreement with COLUMBIA
HealthONE pursuant to which the Company will purchase and re-develop the vacated
10-acre St. Luke's Hospital campus in near-downtown Denver. Phased construction
of about 800 for-lease and for-sale residential units including apartments,
lofts, "live-above-the-shop" home offices with about 20,000 square feet of
ground floor retail space are planned with the first phase of development to
consist of approximately 400 units.
-6-
<PAGE>
On February 6, 1997, the Company announced an agreement to complete the
redevelopment of the 18-story historic Rice Hotel in downtown Houston in a
partnership with Randall Davis. The historic structure is being redeveloped as a
mixed-use residential facility comprised of 317 urban loft-style apartments
along with 21,000 square feet of ground floor retail space at a total cost of
approximately $33 million. The Houston Housing Finance Corporation will continue
to own the building with the Company providing the capital to redevelop and,
pursuant to a long-term lease, operate the Rice Hotel as a mid-density quality
residential building.
Also on February 6, 1997, the Board of Trust Managers of the Company
approved the acquisition of a 158-unit residential property known as The Commons
at Turtle Creek, located in the Uptown District of Dallas, Texas ("The
Commons"). The purchase price for The Commons is $7,200,000. The acquisition of
The Commons is anticipated to close on or before March 1, 1997.
USE OF PROCEEDS
The Common Shares offered hereby are being registered for the account of
the Selling Shareholders and, accordingly, the Company will not receive any
proceeds from the sale of the Selling Shareholder Shares by the Selling
Shareholders.
SELLING SHAREHOLDERS
The Common Shares offered by this Prospectus are to be acquired by trust
managers, employees and certain consultants of the Company (the "Selling
Shareholders") pursuant to the Columbus Realty Trust Employee Incentive Plan.
Each Selling Shareholder will receive all of the net proceeds from the sale of
his or her respective Selling Shareholder Shares offered hereby. Because (i) the
Selling Shareholders have not been individually identified by the Company at the
time of preparation of this Prospectus, (ii) the Selling Shareholders may sell
all or part of their Selling Shareholder Shares pursuant to this Prospectus, and
(iii) the offering is not being underwritten on a firm commitment basis, no
information can be given as to the name and position of each Selling
Shareholder, the amount of the Company's securities owned by such Selling
Shareholder prior to the offering, the number of shares to be offered for each
Selling Shareholder's account, or the amount and percentage of Common Shares
that will be held by each Selling Shareholder upon termination of the offering
covered by this Prospectus.
PLAN OF DISTRIBUTION
The Selling Shareholder Shares may be sold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on the NYSE or other exchanges on which the
Common Shares are traded, in the over-the-counter market, or otherwise at prices
and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Selling Shareholder Shares may be sold
in one or more of the following transactions: (a) a block trade in which the
broker or dealer so engaged will attempt to sell the Selling Shareholder Shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by the broker or dealer for its account pursuant to this Prospectus; (c)
an exchange distribution in accordance with the rules of the exchange; and (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In
-7-
<PAGE>
effecting sales, brokers or dealers engaged by the Selling Shareholders may
arrange for other brokers or dealers to participate. Any broker or dealer to be
utilized by a Selling Shareholder will be selected by such Selling Shareholder.
Brokers or dealers will receive commissions or discounts from Selling
Shareholders in amounts to be negotiated immediately prior to the sale. These
brokers or dealers and any other participating brokers or dealers, as well as
certain pledgees, donees, transferees and other successors in interest, may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act in connection with the sales. In addition, any securities
covered by this Prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
Upon the Company being notified by a Selling Shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of Selling
Shareholder Shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplemental prospectus will be filed, if required, pursuant to Rule 424(c)
under the Securities Act, disclosing (i) the name of each such Selling
Shareholder and of the participating broker-dealer(s), (ii) the number of
Selling Shareholder Shares involved, (iii) the price at which such Selling
Shareholder Shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction.
The Selling Shareholders reserve the sole right to accept and, together
with any agent of the Selling Shareholders, to reject in whole or in part any
proposed purchase of the Selling Shareholder Shares. The Selling Shareholders
will pay any sales commissions or other seller's compensation applicable to such
transactions.
To the extent required, the amount of the Selling Shareholder Shares to be
sold, purchase prices, public offering prices, the names of any agents, dealers
or underwriters, and any applicable commissions or discounts with respect to a
particular offer will be set forth by the Company in a prospectus supplement
accompanying this Prospectus or, if appropriate, a post-effective amendment to
the Registration Statement. The Selling Shareholders and agents who execute
orders on their behalf may be deemed to be underwriters as that term is defined
in Section 2(11) of the Securities Act and a portion of any proceeds of sales
and discounts, commissions or other seller's compensation may be deemed to be
underwriting compensation for purposes of the Securities Act.
Offers or sales of the Common Shares have not been registered or qualified
under the laws of any country, other than the United States. To comply with
certain states' securities laws, if applicable, the Selling Shareholder Shares
will be offered or sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Selling
Shareholder Shares may not be offered or sold unless the notice filing
requirements with respect to such offer or sale in those states have been
complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Common Shares may not simultaneously engage in
market-making activities with respect to such Common Shares for a period of two
to nine business days prior to the commencement of such distribution. In
addition to and without limiting the foregoing, each
-8-
<PAGE>
Selling Shareholder and any other person participating in a distribution will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation, Rules 10b-2, 10b-6 and
10b-7, which provisions may limit the timing of purchases and sales of any of
the Common Shares by the Selling Shareholders or any such other person. All of
the foregoing may affect the marketability of the Common Shares and the brokers'
and dealers' ability to engage in market-making activities with respect to the
Common Shares.
The Company will pay substantially all of the expenses incident to the
registration of the Selling Shareholder Shares, estimated to be approximately
$25,000.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Winstead
Sechrest & Minick P.C., Dallas, Texas.
EXPERTS
The consolidated financial statements of Columbus Realty Trust and schedule
as of December 31, 1995 and 1994, and for the years ended December 31, 1995 and
1994 and for the period from October 12, 1993 (inception) through December 31,
1993, appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
The combined financial statements and schedule of The Columbus Group and
certain of its affiliates and predecessors at December 28, 1993, and for the
period from January 1, 1993 through December 28, 1993 and the year ended
December 31, 1992, appearing in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such combined financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The combined financial statements and schedule of Texana-RAT II Ltd. and
certain of its affiliates at December 28, 1993, and for the period from January
1, 1993 through December 28, 1993 and the year ended December 31, 1992,
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, have been audited by Coopers & Lybrand L.L.P., independent
auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such combined financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
Such consolidated and combined financial statements and schedules referred
to above are, and audited financial statements and schedules to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young LLP and Coopers & Lybrand L.L.P. pertaining to such
financial statements and schedules (to the extent covered by consents filed with
the Securities and Exchange Commission) given upon the authority of such firms
as experts in accounting and auditing.
-9-
<PAGE>
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or the Selling Shareholders. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any jurisdiction in which such offer or
solicitation is not authorized, or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that any
information contained therein is correct as of any time subsequent to the date
hereof.
_____________
TABLE OF CONTENTS
Page
----
Available Information........................... 2
Incorporation of Certain Documents by Reference. 2
The Company..................................... 4
Use of Proceeds................................. 7
Selling Shareholders............................ 7
Plan of Distribution............................ 7
Legal Matters................................... 9
Experts......................................... 9
1,000,000 Shares
COLUMBUS REALTY TRUST
Common Shares of
Beneficial Interest
-------------------
PROSPECTUS
-------------------
February __, 1997
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are incorporated herein by reference the following documents
heretofore filed by the Company with the Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996;
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996; and
(e) The description of the Common Shares contained in the Company's
registration statement on Form 8-A under the Exchange Act
(Registration No. 1-12684) filed by the Company with the Commission,
including any amendments or reports filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The Registrant's Common Shares have been registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Texas Real Estate Investment Trust Act (the "Texas REIT
Act") and the Declaration of Trust, no Trust Manager shall be liable for any
act, omission, loss, damage or expense arising from the performance of his or
her duty to a REIT, except for such Trust
II-1
<PAGE>
Manager's own willful misfeasance, willful malfeasance or gross negligence. In
addition, pursuant to the Texas REIT Act, a Trust Manager shall not be liable
for any claims or damages that may result from his or her acts in the discharge
of any duty imposed or power conferred upon him by the REIT, if, in the exercise
of ordinary care, such Trust Manager acted in good faith and in reliance upon
information, opinions, reports or statements, including financial statements and
other financial data, concerning the REIT or another person, that were prepared
or presented by (i) officers or employees of the REIT, (ii) legal counsel,
public accountants, investment bankers or other persons as to matters such Trust
Manager reasonably believes are within the person's professional or expert
competence, or (iii) a committee of the Trust Managers of which such Trust
Manager is not a member.
The Declaration of Trust and Bylaws provide that the Company shall
indemnify every Indemnitee (as defined below) against all judgments, penalties,
fines, amounts paid in settlement and reasonable expenses actually incurred by
the Indemnitee in connection with any Proceeding (as defined in the Declaration
of Trust and Bylaws) in which such Indemnitee was, is or is threatened to be
named defendant or respondent or called as a witness, by reason of serving or
having served in various capacities for the Company if it is determined that the
Indemnitee conducted himself in good faith, reasonably believed that his
conduct was in the Company's best interests (or, in certain cases, not opposed
to the Company's best interests) and, in the case of any criminal proceeding,
had no reasonable cause to believe that his conduct was unlawful. For purposes
of the Declaration of Trust and Bylaws, "Indemnitee" shall mean (i) any present
or former Trust Manager or officer of the Company, (ii) any person who while
serving in any of such capacities served at the Company's request as a trust
manager, director, officer, partner, venturer, proprietor, Trust Manager,
employee, agent or similar functionary of another REIT or other enterprise, and
(iii) any person nominated or designated by the Board of Trust Managers or any
committee thereof to serve in any of the capacities referred to in the preceding
clauses (i) or (ii).
In addition to the foregoing, pursuant to the indemnification agreements
entered into between the Company and each of its Trust Managers and executive
officers, the Company has agreed to indemnify such Trust Managers and executive
officers to the fullest extent permitted by Texas law.
The Company has obtained directors' and officers' liability insurance
coverage in the aggregate amount of approximately $5.0 million. Directors' and
officers' insurance insures (i) the officers and Trust Managers of the Company
from any claim arising out of an alleged wrongful act by the Trust Managers and
officers of the Company in their respective capacities as Trust Managers and
officers of the Company, and (ii) the Company, to the extent that the Company
has indemnified the Trust Managers and officers for such loss.
The Underwriting Agreements between the Company and Prudential Securities
Incorporated, as representative of the underwriters of the Company's previous
public offerings, provide for indemnification by the several underwriters named
therein of the Company, its Trust Managers and executive officers and other
persons for certain liabilities, including liabilities arising under the Act.
II-2
<PAGE>
The Registration Rights Agreement entered into between the Company and the
former owners of the interests in certain of the Company's Properties provides
for indemnification by such former owners, and their respective partners, of the
Company, its Trust Managers and executive officers and other persons for certain
liabilities, including liabilities under the Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
-------------- -----------
4.1 Amended and Restated Declaration of Trust./(1)/
4.2 Amended and Restated Bylaws./(1)/
4.6 Form of Certificate representing Common Shares./(2)/
5.1 Opinion of Winstead Sechrest & Minick P.C. regarding
the validity of the securities being registered.*
10.1 Columbus Realty Trust Employee Incentive Plan.*
23.1 Consent of Winstead Sechrest & Minick P.C. (included as
part of Exhibit 5.1).*
23.2 Consent of Ernst & Young LLP.*
23.3 Consent of Coopers & Lybrand L.L.P.*
24.1 Power of Attorney* (see page II-6 of this Registration
Statement).
- ------------------
*filed herewith
(1) Previously filed with the Registrant's Registration Statement on
Form S-3 (Registration No. 333-09775), filed with the Securities
and Exchange Commission on August 8, 1996, and incorporated
herein by reference.
(2) Previously filed with Amendment No. 3 to the Registrant's
Registration Statement on Form S-11 (Registration No. 33-70218),
filed with the Securities and Exchange Commission on December
15, 1993, and incorporated herein by reference.
II-3
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The 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 this 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant 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
securities offered therein, and the offering of such securities 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 securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for 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
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trust managers, officers and
controlling persons of the Registrant, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
II-4
<PAGE>
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 trust manager, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trust manager, 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 Act and
will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, as of February 24, 1997.
COLUMBUS REALTY TRUST
By: /s/ Robert L. Shaw
-----------------------
Robert L. Shaw
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned trust managers
and officers of Columbus Realty Trust, a Texas real estate investment trust,
which is filing a Registration Statement on Form S-8 with the Securities and
Exchange Commission, Washington, D.C. 20549, under the provisions of the
Securities Act of 1933, as amended, hereby constitutes and appoints Robert L.
Shaw and Will Cureton, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any or all amendments and post-effective amendments to the
Registration Statement, and all other documents in connection therewith, to be
filed with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature and Title Date
--------------------- ----
/s/ Richard L. Bloch
- ---------------------------------------------
Richard L. Bloch, Chairman of the Board of February 24, 1997
Trust Managers
/s/ Robert L. Shaw
- ---------------------------------------------
Robert L. Shaw, Chief Executive Officer February 24, 1997
and Trust Manager (Principal Executive
Officer)
/s/ Will Cureton
- ---------------------------------------------
Will Cureton, Chief Operating Officer February 24, 1997
and Trust Manager
/s/ Richard R. Reupke
- ---------------------------------------------
Richard R. Reupke, Chief Financial February 24, 1997
Officer (Principal Financial and
Accounting Officer)
/s/ Roger T. Staubach
- ---------------------------------------------
Roger T. Staubach, Trust Manager February 24, 1997
/s/ James C. Leslie
- ---------------------------------------------
James C. Leslie, Trust Manager February 24, 1997
/s/ Hugh G. Robinson
- ---------------------------------------------
Hugh G. Robinson, Trust Manager February 24, 1997
/s/ Gregg L. Engles
- ---------------------------------------------
Gregg L. Engles, Trust Manager February 24, 1997
/s/ Amy DiGeso
- ---------------------------------------------
Amy DiGeso, Trust Manager February 24, 1997
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Pages
------- ----------- -----
<S> <C>
4.1 Amended and Restated Declaration of Trust./(1)/
4.2 Amended and Restated Bylaws./(1)/
4.6 Form of Certificate representing Common Shares./(2)/
5.1 Opinion of Winstead Sechrest & Minick P.C. regarding the
validity of the securities being registered.*
10.1 Columbus Realty Trust Long Term Management Incentive
Plan, as amended.*
23.1 Consent of Winstead Sechrest & Minick P.C. (included as
part
of Exhibit 5.1).*
23.2 Consent of Ernst & Young LLP.*
23.3 Consent of Coopers & Lybrand L.L.P.*
24.1 Power of Attorney* (see page II-6 of this Registration
Statement).
</TABLE>
- ----------------------
*filed herewith
(1) Previously filed with the Registrant's Registration Statement on
Form S-3 (Registration No. 333-09775), filed with the Securities
and Exchange Commission on August 8, 1996, and incorporated
herein by reference.
(2) Previously filed with Amendment No. 3 to the Registrant's
Registration Statement on Form S-11 (Registration No. 33-70218),
filed with the Securities and Exchange Commission on December 15,
1993, and incorporated herein by reference.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF WINSTEAD SECHREST & MINICK P.C.]
(214) 745-5431
February 25, 1997
Columbus Realty Trust
15851 Dallas Parkway
Dallas, Texas 75240
Re: New York Stock Exchange
Listing Application of Columbus Realty Trust
Ladies and Gentlemen:
We have acted as legal counsel to Columbus Realty Trust, a Texas real
estate investment trust (the "Company"), in connection with the offering of up
to 1,000,000 common shares of beneficial interest, par value $.01 per share, of
the Company (the "Common Shares"), pursuant to the Company's Employee Incentive
Plan (the "Plan"). This opinion is being furnished in connection with the
Company's Listing Application (the "Listing Application") to the New York Stock
Exchange, Inc. (the "Exchange"). The Listing Application relates to the listing
on the Exchange of up to 1,000,000 Common Shares to be available to all
employees, trust managers and certain consultants of the Company through the
Plan.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion. Based upon such examination, we
are of the opinion that:
1. The Company has been duly organized and is validly existing under the
laws of the State of Texas.
2. The Common Shares for which application for listing has been made have
been duly authorized and, when issued and paid for in accordance with
the
<PAGE>
Columbus Realty Trust
February 25, 1997
Page 2
terms and conditions of the Plan, will be validly issued, fully paid
and nonassessable.
3. No personal liability for debts of the Company will attach to the
holders of Common Shares, in the absence of unlawful dividends or
other unlawful distributions, under the current laws of the State of
Texas, the state in which the Company was organized and in which the
Company maintains its principal executive offices.
4. The Common Shares to be issued pursuant to the Plan have been
registered under the Securities Act of 1933, as amended (the "Act"),
in a Registration Statement on Form S-8 and such Registration
Statement became effective on February 25, 1997.
The opinions expressed above are solely for the benefit of the Company and,
without our prior consent, may not be quoted in whole or in part or otherwise
referred to in any legal opinion, document or other report, and may not be
furnished to any other person or entity, except that this opinion may be
delivered to and relied upon by the New York Stock Exchange, Inc. in connection
with the Company's Listing Application. These opinions are delivered as of the
date hereof and we disclaim any responsibility to update these opinions at any
time following the date hereof.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By:/s/ Michelle P. Goolsby
------------------------------
Michelle P. Goolsby
<PAGE>
EXHIBIT 10.1
COLUMBUS REALTY TRUST
LONG-TERM EMPLOYEE INCENTIVE PLAN
COLUMBUS REALTY TRUST, a Texas real estate investment trust (the
"Company"), hereby establishes and adopts the following Long-Term Employee
-------
Incentive Plan (the "Plan").
----
RECITALS
WHEREAS, the Company desires to encourage high levels of performance by
those individuals who are key to the success of the Company, to attract new
individuals who are highly motivated and who will contribute to the success of
the Company and to encourage such individuals to remain as employees of the
Company and its subsidiaries by increasing their proprietary interest in the
Company's growth and success.
WHEREAS, to further these goals, the Company has formulated the Long-Term
Employee Incentive Plan to authorize the granting of incentive awards through
grants of share options ("Options"), grants of Share Purchase Awards, Restricted
-------
Share Awards, Unrestricted Share Awards, Share Appreciation Rights, Performance
Awards and Dividend Equivalent Rights (as such terms are hereafter defined) to
the Company's employees and certain other individuals whose efforts are
responsible for the success of the Company.
NOW, THEREFORE, the Company hereby constitutes, establishes and adopts the
following Plan and agrees to the following provisions:
ARTICLE 1
PURPOSE OF THE PLAN
1.1 PURPOSE. The purpose of the Plan is to assist the Company in
-------
attracting and retaining selected individuals to serve as employees of the
Company who will contribute to the Company's success and to achieve long-term
objectives which will inure to the benefit of all shareholders of the Company
through the additional incentive inherent in the ownership of the Company's
common shares of beneficial interest, par value $.01 per share (the "Shares").
------
Options granted under the Plan will be either "incentive stock options" intended
to qualify as such under the provisions of Section 422 of the Internal Revenue
Code of 1986, as from time to time amended (the "Code"), or "nonqualified stock
----
options." For purposes of the Plan, the term "subsidiary" shall mean
"subsidiary corporation," as such term is defined in Section 424(f) of the Code,
and "affiliate" shall have the meaning set forth in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). For purposes of the
------------
Plan, the term "Award" shall mean
<PAGE>
a grant of an Option, a Share Purchase Award, a Restricted Share Award, an
Unrestricted Share Award, a Share Appreciation Right, Performance Award,
Dividend Equivalent Right or any other award made under the terms of the Plan.
ARTICLE 2
SHARES SUBJECT TO AWARDS
2.1 NUMBER OF SHARES. Subject to the adjustment provisions of SECTION
---------------- -------
13.8 hereof, the aggregate number of Shares which may be issued under Awards
- ----
under the Plan, whether pursuant to Options, Share Purchase Awards, Restricted
Share Awards, Unrestricted Share Awards or Performance Awards shall not exceed
1,000,000. No Awards to purchase fractional Shares shall be granted or issued
under the Plan. Awards that may be satisfied either by the issuance of Shares
or by cash or other consideration shall, until the form of consideration to be
paid is finally determined, be counted against the maximum number of Shares that
may be issued pursuant to this Plan. If the Award is ultimately satisfied by
the payment of consideration other than Shares, as, for example, a Share Option
granted in tandem with a Share Appreciation Right that is settled by a cash
payment, such Shares may again be made the subject of an Award granted pursuant
to this Plan. Awards will not reduce the number of Shares that may be issued
pursuant to this Plan if the settlement of the Award will not require the
issuance of Shares, as, for example, a Share Appreciation Right that can be
satisfied only by the payment of cash.
2.2 SHARES SUBJECT TO TERMINATED AWARDS. The Shares covered by any
-----------------------------------
unexercised portions of terminated Options granted under Articles 4 and 5,
Shares forfeited as provided in SECTION 7.2(a) and Shares subject to any Awards
--------------
which are otherwise surrendered by the Participant without receiving any payment
or other benefit with respect thereto may again be subject to new Awards under
the Plan. In the event the purchase price of an Option is paid in whole or in
part through the delivery of Shares, the number of Shares available for future
Awards granted pursuant to this Plan shall be reduced only by the net number of
Shares issued upon the exercise of the Share Option.
2.3 CHARACTER OF SHARES. Shares delivered under the Plan may be
-------------------
authorized and unissued Shares or Shares acquired by the Company, or both.
<PAGE>
ARTICLE 3
ELIGIBILITY AND ADMINISTRATION
3.1 AWARDS TO EMPLOYEES AND TRUST MANAGERS.
--------------------------------------
(a) Participants who receive Options under Articles 4 and 5 hereof
("Optionees"), Share Purchase Awards under Article 6, Restricted Share
---------
Awards under Article 7, Unrestricted Share Awards under Article 8, Share
Appreciation Rights under Article 9, Performance Awards under Article 10,
Dividend Equivalent Rights under Article 11 or Other Awards under Article
12 hereof (in either case, a "Participant") shall consist of employees and
-----------
Trust Managers (hereinafter defined) of the Company or any of its
subsidiaries or affiliates and certain persons or entities who or which are
engaged by the Company to render consulting services to the Company or its
Subsidiaries or affiliates ("Consultants"), as the Board of Trust Managers
-----------
of the Company (the "Board") or the Committee (hereinafter defined) shall
-----
select from time to time. The Board's or the Committee's designation of an
Optionee or Participant in any year shall not require the Board or the
Committee to designate such person to receive Awards or grants in any other
year. The designation of an Optionee or Participant to receive Awards or
grants under one portion of the Plan shall not require the Board or the
Committee to include such Optionee or Participant under other portions of
the Plan.
(b) No Option which is intended to qualify as an "incentive share
option" may be granted to any employee, Trust Manager or Consultant who, at
the time of such grant, owns, directly or indirectly (within the meaning of
Sections 422(b)(6) and 424(d) of the Code), shares possessing more than ten
percent (10%) of the total combined voting power of all classes of shares
of the Company or any of its subsidiaries or affiliates, unless at the time
of such grant, (i) the option price is fixed at not less than 110% of the
Fair Market Value (as defined below) of the Shares subject to such Option,
determined on the date of the grant, and (ii) the exercise of such Option
is prohibited by its terms after the expiration of five (5) years from the
date such Option is granted.
3.2 ADMINISTRATION.
--------------
(a) The Plan shall be administered by the Board or a committee (the
"Committee") consisting of the Executive Compensation Committee, or such
---------
other Trust Managers as may be appointed from time to time by the Board,
provided that the Committee will consist of not fewer than two Trust
Managers each of whom will be a "Non-Employee Director" within the meaning
of and to the extent required by Rule 16b-3 (or any successor rule) of the
Exchange Act; who is also an "outside
-3-
<PAGE>
director" as required pursuant to Section 162(m) of the Code and such
regulations as may be promulgated thereunder.
(b) Each of the Board and the Committee is authorized, subject to the
provisions of the Plan, to establish such rules and regulations as it may
deem appropriate for the conduct of meetings and proper administration of
the Plan. All actions of the Committee shall be taken by majority vote of
its members.
(c) Subject to the provisions of the Plan, the Board or the Committee
shall have authority, in its sole discretion, to interpret the provisions
of the Plan and, subject to the requirements of applicable law, including
Rule 16b-3 of the Exchange Act, to prescribe, amend, and rescind rules and
regulations relating to it as it may deem necessary or advisable. All
decisions made by the Board or the Committee pursuant to the provisions of
the Plan shall be final, conclusive and binding on all persons, including
the Company, its shareholders, Trust Managers, officers, employees,
Optionees and Participants.
ARTICLE 4
OPTIONS
4.1 GRANT OF OPTIONS. The Board or the Committee shall determine, within
----------------
the limitations of the Plan, the Trust Managers, employees and Consultants of
the Company and its subsidiaries and affiliates to whom Options are to be
granted under the Plan, the number of Shares that may be purchased under each
such Option and the option price, and shall designate such Options at the time
of the grant as either "incentive stock options" or "nonqualified stock
options;" provided, however, that Options granted to employees of an affiliate
(that is not also a subsidiary) or to non-employees of the Company may only be
"nonqualified stock options."
All Options granted pursuant to this Article 4 and Article 5 herein shall
be authorized by the Board or the Committee and shall be evidenced in writing by
share option agreements ("Share Option Agreements") in such form and containing
-----------------------
such terms and conditions as the Board or the Committee shall determine which
are not inconsistent with the provisions of the Plan, and, with respect to any
Share Option Agreement granting Options which are intended to qualify as
"incentive stock options," are not inconsistent with Section 422 of the Code.
Granting an Option pursuant to the Plan shall impose no obligation on the
recipient to exercise such option. Any individual who is granted an Option
pursuant to this Article 4 and Article 5 herein may hold more than one Option
granted pursuant to such Articles at the same time and may hold both "incentive
stock options" and "nonqualified stock options" at the same time. To the extent
that any Option
-4-
<PAGE>
does not qualify as an "incentive stock option" (whether because of its
provisions, the time or manner of its exercise or otherwise) such Option or the
portion thereof which does not so qualify shall constitute a separate
"nonqualified stock option."
4.2 OPTION PRICE. Subject to SECTION 3.1(b), the option price per each
------------ --------------
Share purchasable under any "incentive stock option" granted pursuant to this
Article 4 and any "nonqualified stock option" granted pursuant to Article 5
herein shall not be less than 100% of the Fair Market Value (as hereinafter
defined) of such Share on the date of the grant of such Option. The option
price per share of each Share purchasable under any "nonqualified stock option"
granted pursuant to this Article 4 shall be such amount as the Board or the
Committee shall determine at the time of the grant of such Option.
4.3 OPTION EXERCISE LOANS. The Board or the Committee may determine that
---------------------
an Optionee may pay all or a portion of the purchase price of Shares being
purchased by an Optionee pursuant to the exercise of an Option through a loan
made by the Company to the Optionee (an "Option Exercise Loan") as set forth in
--------------------
this Article 4.
4.4 TERMS OF OPTION EXERCISE LOANS.
------------------------------
(a) Option Exercise Loan. Each Option Exercise Loan shall be
evidenced by a promissory note of the Optionee. The term of the Option
Exercise Loan shall be a period not to exceed ten years, as determined by
the Board or the Committee, and the proceeds of the Option Exercise Loan
shall be used exclusively by the Optionee for purchase of Shares from the
Company at a purchase price equal to the option price set forth in the
Optionee's Share Option Agreement.
(b) Interest on Option Exercise Loan. An Option Exercise Loan shall
bear interest at such rate as the Committee shall determine (but not in
excess of the maximum rate permissible under applicable law), payable in a
manner and at such times as the Committee shall determine. Those terms and
provisions as the Board or the Committee shall determine shall be
incorporated into the promissory note evidencing the Option Exercise Loan.
4.5 SECURITY FOR OPTION EXERCISE LOAN.
---------------------------------
(a) Stock Power and Pledge. Option Exercise Loans granted to
Optionees shall be secured by a pledge of the Shares acquired pursuant to
the exercise of the Option. Such pledge shall be evidenced by a pledge
agreement (the "Option Exercise Pledge Agreement") containing such terms
--------------------------------
and conditions as the Board or the Committee shall determine. Option
Exercise Loans may be recourse, or partially recourse or non-recourse with
respect to an Optionee, as the
-5-
<PAGE>
Board or the Committee shall determine. The share certificates for the
Shares purchased by an Optionee with an Option Exercise Loan shall be
issued in the Optionee's name, but shall be held by the Company as security
for repayment of the Optionee's Option Exercise Loan together with a stock
power executed in blank by the Optionee (the execution and delivery of
which by the Optionee shall be a condition to the issuance of the Shares).
The Optionee shall be entitled to exercise all rights applicable to such
Shares, including, but not limited to, the right to vote such Shares and
the right to receive dividends and other distributions made with respect to
such Shares.
(b) Release and Delivery of Share Certificates During the Term of the
Option Exercise Loan. On each anniversary date of an Option Exercise Loan,
the Company may release and deliver to each Optionee certificates for
Shares purchased by an Optionee with an Option Exercise Loan, in such
amounts and on such terms and conditions as the Board or the Committee
shall determine, which shall be set forth in the Option Exercise Pledge
Agreement.
(c) Release and Delivery of Share Certificates Upon Repayment of the
Option Exercise Loan. The Company shall release and deliver to each
Optionee certificates for the Shares purchased by the Optionee with an
Option Exercise Loan and then held by the Company at such time as the
Optionee has paid or otherwise satisfied in full the balance of the Option
Exercise Loan and any accrued but unpaid interest thereon. In the event
the balance of the Option Exercise Loan is not repaid, forgiven or
satisfied on (i) the date repayment of the Option Exercise Loan is due
(whether in accordance with its term, by reason of acceleration or
otherwise), or (ii) such later date as the Board or the Committee, in its
discretion, shall provide for repayment or satisfaction, the Company shall
retain those Shares then held by the Company in accordance with the Option
Exercise Pledge Agreement.
4.6 TERMINATION OF SERVICE.
----------------------
(a) Forgiveness of Loans. In the event of an Optionee's termination
of service by reason of death, Disability (as hereinafter defined) or by
the Company without "cause", or in the event of a "change of control", the
Board or the Committee shall have the right (but shall not be required) to
forgive all or any portion of the remaining unpaid principal amount of the
Option Exercise Loan in whole or in part as of the date of such occurrence;
provided that, in the event of death or Disability, the Company is able to
obtain key man life insurance or other insurance coverage to satisfy or
offset the amount of such forgiven indebtedness. "Change of Control" and
"cause" shall have the respective meanings as set forth in the promissory
note evidencing the Option Exercise Loan.
-6-
<PAGE>
(b) Acceleration of Loans. In the event of the termination of an
Optionee's service by Optionee without "good reason" (as defined in the
promissory note evidencing The Option Exercise Loan) or by the Company with
"cause", the Optionee shall repay to the Company the entire balance of the
Option Exercise Loan and any accrued but unpaid interest thereon, which
amounts shall become immediately due and payable on the thirtieth (30th)
day following the date of such termination.
4.7 RESTRICTIONS ON TRANSFER. No Shares purchased by an Optionee with an
------------------------
Option Exercise Loan may be pledged (other than to the Company pursuant to
SECTION 4.5 above), sold, assigned or transferred (other than by will or by the
- -----------
laws of descent and distribution) until the repayment in full of all principal
and accrued interest due and payable with respect to the Option Exercise Loan.
4.8 SHAREHOLDER APPROVAL. To the extent shareholder approval of this Plan
--------------------
is required by Section 422 of the Code, no individual shall be granted a Share
Option intended to qualify as an "incentive stock option" unless this Plan is
approved by the shareholders of the Company within twelve (12) months before or
after the date this Plan is initially adopted. In the event this Plan is
amended to increase the number of Shares subject to issuance upon the exercise
of Share Options or to change the class of employees eligible to receive Share
Options, no individual shall be granted an Share Option intended to qualify as
an "incentive stock option" unless such amendment is approved by the
shareholders of the Company within twelve (12) months before or after such
amendment. In no event shall any individual be granted a Share Option intended
to qualify as an incentive stock option" after the expiration of ten (10) years
from the date this Plan is adopted or is approved by the shareholders of the
Company (if shareholder approval is required by Section 422 of the Code).
4.9 OTHER PROVISIONS. Options granted pursuant to this Article 4 shall be
----------------
made in accordance with the terms and provisions of Article 13 hereof and any
other applicable terms and provisions of the Plan.
ARTICLE 5
RELOAD OPTIONS
5.1 AUTHORIZATION OF RELOAD OPTIONS. Concurrently with the award of any
-------------------------------
Option (such Option hereinafter referred to as the "Underlying Option") to any
-----------------
Optionee in the Plan, the Board or the Committee may grant one or more reload
options (each, a "Reload Option") to such Optionee to purchase for cash or
-------------
Shares a number of Shares as specified below. A Reload Option shall be
exercisable for an amount of Shares equal
-7-
<PAGE>
to (i) the number of Shares delivered by the Optionee to the Company for payment
of the exercise price of the Underlying Option, and (ii) to the extent
authorized by the Board or the Committee, the number of Shares used to pay or
satisfy any tax withholding requirement incident to the exercise of the
Underlying Option, subject to the availability of Shares under the Plan at the
time of such exercise. Any Reload Option may provide for the grant, when
exercised, of subsequent Reload Options to the extent and upon such terms and
conditions consistent with this Article 5, as the Board or the Committee in its
sole discretion shall specify at or after the time of grant of such Reload
Option. The grant of a Reload Option will become effective upon the exercise of
an Underlying Option or Reload Option by delivering to the Company Shares held
by the Optionee. Notwithstanding the fact that any Underlying Option may be an
"incentive stock option," a Reload Option is not intended to qualify as an
"incentive stock option" under Section 422 of the Code.
5.2 RELOAD OPTION AMENDMENT. Each Share Option Agreement shall state if
-----------------------
the Board or the Committee has authorized Reload Options with respect to the
Underlying Option. Upon the exercise of an Underlying Option or other Reload
Option, the Reload Option will be evidenced by an amendment to the underlying
Share Option Agreement.
5.3 RELOAD OPTION PRICE. The option price per Share deliverable upon the
-------------------
exercise of a Reload Option shall be the Fair Market Value of a Share on the
date the grant of the Reload Option becomes effective.
5.4 TERM AND EXERCISE. Each Reload Option shall be exercisable no later
-----------------
than the time when the underlying Share Option being exercised could be last
exercised. The Committee or the Board may also specify additional terms,
conditions and restrictions for the Reload Options and the Shares to be acquired
upon the exercise thereof.
5.5 TERMINATION OF EMPLOYMENT. No additional Reload Options shall be
-------------------------
granted to Optionees when Options and/or Reload Options are exercised pursuant
to the terms of this Plan following termination of the Optionee's service.
5.6 APPLICABILITY OF OTHER SECTIONS. Except as otherwise provided in this
-------------------------------
Article 5, the provisions of Article 13 applicable to Options shall apply
equally to Reload Options.
-8-
<PAGE>
ARTICLE 6
SHARE PURCHASE AWARDS
6.1 GRANT OF SHARE PURCHASE AWARD. The term "Share Purchase Award"
-----------------------------
means the right to purchase Shares of the Company and to pay for such Shares
through a loan made by the Company to the Participant (a "Purchase Loan") as set
-------------
forth in this Article 6. All Share Purchase Awards granted pursuant to this
Article 6 shall be authorized by the Board or the Committee and shall be
evidenced in writing by share purchase agreements ("Share Purchase Agreements")
-------------------------
in such form and containing such terms and provisions as are not inconsistent
with the terms of the Plan.
6.2 TERMS OF PURCHASE LOANS.
-----------------------
(a) Purchase Loan. Each Purchase Loan shall be evidenced by a
promissory note. The term of the Purchase Loan shall be a period not to
exceed ten years, as determined by the Board or the Committee, and the
proceeds of the Purchase Loan shall be used exclusively by the Participant
for purchase of Shares from the Company at a purchase price equal to the
closing price on the New York Stock Exchange on the date of the grant of
the Share Purchase Award or such other purchase price as shall be specified
by the Board or the Committee.
(b) Interest on Purchase Loan. A Purchase Loan shall bear interest at
such rate as the Committee shall determine (but not in excess of the
maximum rate permissible under applicable law), payable in a manner and at
such times as the Board or the Committee shall determine. Those terms and
provisions as the Board or the Committee shall determine shall be
incorporated into the promissory note evidencing the Purchase Loan.
6.3 SECURITY FOR LOANS.
------------------
(a) Stock Power and Pledge. Purchase Loans granted to Participants
shall be secured by a pledge of the Shares acquired pursuant to the Share
Purchase Award. Such pledge shall be evidenced by a pledge agreement (the
"Purchase Loan Pledge Agreement") containing such terms and conditions as
------------------------------
the Board or the Committee shall determine. Purchase Loans may be
recourse, partially recourse or non-recourse with respect to a Participant.
The share certificates for the Shares purchased by a Participant pursuant
to a Share Purchase Award shall be issued in the Participant's name, but
shall be held by the Company as security for repayment of the Participant's
Purchase Loan together with a stock power executed in blank by the
Participant (the execution and delivery of which by the Participant shall
be a condition to the issuance of the share
-9-
<PAGE>
certificates). The Participant shall be entitled to exercise all rights
applicable to such Shares, including, but not limited to, the right to vote
such Shares and the right to receive dividends and other distributions made
with respect to such Shares.
(b) Release and Delivery of Share Certificates During the Term of the
Purchase Loan. On each anniversary date of a Purchase Loan, the Company
may release and deliver to each Participant certificates for Shares
purchased by a Participant with a Purchase Loan, in such amounts and on
such terms and conditions as the Board or the Committee shall determine,
which shall be set forth in the Purchase Loan Pledge Agreement.
(c) Release and Delivery of Share Certificates Upon Repayment of the
Purchase Loan. The Company shall release and deliver to each Participant
certificates for the Shares purchased by the Participant under the Share
Purchase Award and then held by the Company at such time as the Participant
has paid or otherwise satisfied in full the balance of the Purchase Loan
and any accrued but unpaid interest thereon. In the event the balance of
the Purchase Loan is not repaid, forgiven or satisfied on (i) the date
repayment of the Purchase Loan is due (whether in accordance with its term,
by reason of acceleration or otherwise), or (ii) such later date as the
Board or the Committee, in its discretion, shall provide for repayment or
satisfaction, the Company shall foreclose upon, retain or sell those Shares
then held by the Company in accordance with the Purchase Loan Pledge
Agreement.
6.4 TERMINATION OF SERVICE.
----------------------
(a) Forgiveness of Loans. In the event of a Participant's termination
of service to or employment by the Company as a result of death, Disability
or by the Company without "cause", or in the event of a "change of
control", the Board or the Committee shall have the right (but shall not be
required) to forgive the remaining unpaid principal amount of the Purchase
Loan in whole or in part as of the date of such occurrence; provided that,
in the event of death or Disability, the Company is able to obtain key man
life insurance or other insurance coverage to satisfy or offset the amount
of such forgiven indebtedness. "Change of Control"and "cause" shall have
the respective meanings as set forth in the promissory note evidencing the
Purchase Loan.
(b) Acceleration of Loans. In the event of the termination of
Participant's service to or employment with the Company by the Participant
without "good reason" (as defined in the promissory note evidencing the
Purchase Loan) or by the Company with "cause", the Participant shall repay
to the Company the entire balance of the Purchase Loan and any accrued but
unpaid interest thereon, which
-10-
<PAGE>
amounts shall become immediately due and payable as of the thirtieth (30th)
day following the date of such termination.
6.5 RESTRICTIONS ON TRANSFER. No Share Purchase Award or Shares purchased
------------------------
through such an Award may be pledged (other than to the Company as contemplated
by SECTION 6.3 above), sold, assigned or transferred (other than by will or by
-----------
the laws of descent and distribution) until the repayment in full of all
principal and accrued interest due and payable with respect to the Purchase Loan
or such later date as may be determined by the Board or the Committee and
specified in the Share Purchase Agreement, the Purchase Loan or the Purchase
Loan Pledge Agreement.
ARTICLE 7
RESTRICTED AWARDS
7.1 RESTRICTED SHARE AWARDS.
-----------------------
(a) A grant of Shares made pursuant to this Article 7 is referred to
as a "Restricted Share Award." The Board or the Committee may grant to any
Participant an amount of Shares in such manner, and subject to such terms
and conditions relating to vesting, forfeitability and restrictions on
delivery and transfer (whether based on performance standards, periods of
service or otherwise) as the Committee shall establish (such Shares
referred to herein as the "Restricted Shares"). The terms of any
-----------------
Restricted Share Award granted under this Plan shall be set forth in a
written agreement (a "Restricted Share Agreement") which shall contain
--------------------------
provisions determined by the Board or the Committee and not inconsistent
with this Plan. The provisions of Restricted Share Awards need not be the
same for each Participant receiving such Awards.
(b) Issuance of Restricted Shares. As soon as practicable on or after
the date of grant of a Restricted Share Award by the Committee, the Company
shall cause to be transferred on the books of the Company Shares,
registered in the name of the Participant, evidencing the Restricted Shares
covered by the Award, but subject to forfeiture to the Company retroactive
to the date of grant, if a Restricted Share Agreement delivered to the
Participant by the Company with respect to the Restricted Shares covered by
the Award is not duly executed by the Participant and timely returned to
the Company. All Restricted Shares covered by Awards under this Article 7
shall be subject to the restrictions, terms and conditions contained in the
Plan and the Restricted Share Agreement entered into by and between the
Company and the Participant. Until the lapse or release of all restrictions
applicable to an Award of Restricted Shares, the share certificates
-11-
<PAGE>
representing such Restricted Shares may, in the discretion of the
Committee, be held in custody by the Company or its designee and shall bear
a restrictive legend describing the applicable restrictions, terms and
conditions.
(c) Shareholder Rights. Beginning on the date of grant of the
Restricted Share Award and subject to execution of the Restricted Share
Agreement as provided in SECTIONS 7.1(a) and (b), the Participant shall
--------------- ---
become a shareholder of the Company with respect to all Shares subject to
the Restricted Share Agreement and shall have all of the rights of a
shareholder, including, but not limited to, the right to vote such Shares
and the right to receive distributions made with respect to such Shares;
provided, however, that any Shares distributed as a dividend or otherwise
with respect to any Restricted Shares as to which the restrictions have not
yet lapsed shall be subject to the same restrictions as such Restricted
Shares.
(d) Restriction on Transferability. Except as may be agreed in
writing by the Company, none of the Restricted Shares may be assigned or
transferred (other than by will or the laws of descent and distribution),
pledged or sold prior to lapse or release of the restrictions applicable
thereto.
(e) Delivery of Shares Upon Release of Restrictions. Upon expiration
or earlier termination of the forfeiture period without a forfeiture and
the satisfaction of or release from any other conditions prescribed by the
Board or the Committee, the restrictions applicable to the Restricted
Shares shall lapse. As promptly as administratively feasible thereafter,
subject to the requirements of SECTION 15.1, the Company shall deliver to
------------
the Participant or, in case of the Participant's death, to the
Participant's beneficiary, one or more stock certificates for the
appropriate number of Shares, free of all such restrictions, except for any
restrictions that may be imposed by law.
7.2 ISSUANCE OF RESTRICTED STOCK IN LIEU OF TRUST MANAGER FEES. The Board
----------------------------------------------------------
or the Committee may award to any Trust Manager who is not also an employee of
the Company or any direct or indirect subsidiary of the Company (an "Independent
-----------
Trust Manager") all or any portion of the fees payable to such Independent Trust
- -------------
Manager in Restricted Shares having a Fair Market Value equal to 150% of the
amount of such fees payable to such Trust Manager, valued on the date of grant
or such other date as may be set by the Board or the Committee. Such Restricted
Shares may be issued to any Independent Trust Manager as of the date the Trust
Manager fees would otherwise be payable in cash or as soon thereafter as
practicable. Such issuance of Restricted Shares shall be made upon such terms,
conditions and procedures as the Board or the Committee may establish from time
to time.
-12-
<PAGE>
7.3 TERMS OF RESTRICTED SHARES.
--------------------------
(a) Forfeiture of Restricted Shares. Subject to SECTION 7.3(b), all
--------------
Restricted Shares shall be forfeited and returned to the Company and all
rights of the Participant with respect to such Restricted Shares shall
terminate unless the Participant satisfies the requirements of the
Restricted Share Agreement which may include requirements for continuation
of service, performance, etc. The Committee in its sole discretion, shall
determine the forfeiture period (which may, but need not, lapse in
installments) and any other terms and conditions applicable with respect to
any Restricted Share Award.
(b) Waiver of Forfeiture Period. Notwithstanding anything contained
in this Article 7 to the contrary, the Board or the Committee may, in its
sole discretion, waive the forfeiture period and any other conditions set
forth in any Restricted Share Agreement under appropriate circumstances
(which may include the death, disability or retirement of the Participant,
or a material change in circumstances arising after the date of an Award)
and subject to such terms and conditions (including forfeiture of a
proportionate number of the Restricted Shares) as the Board or the
Committee shall deem appropriate.
ARTICLE 8
UNRESTRICTED STOCK AWARDS
8.1 GRANT OR SALE OF UNRESTRICTED STOCK. The Board or the Committee may,
-----------------------------------
in its sole discretion, grant (or sell at a purchase price determined by the
Board or the Committee) to any Participant Shares, which may be free of any
restrictions ("Unrestricted Shares") under the Plan (an "Unrestricted Share
------------------- ------------------
Award"). The terms of amy Unrestricted Share Award granted under this Plan
- -----
shall be set forth in a written agreement (an "Unrestricted Share Award") which
------------------------
shall contain provisions determined by the Committee and Unrestricted Stock
Awards may be granted or sold as described in the preceding sentence in respect
of past services or other valid consideration, or in lieu of any cash
compensation due to such employee.
8.2 RESTRICTIONS ON TRANSFERS. The right to receive Unrestricted Shares
-------------------------
on a deferred basis may not be sold, assigned, transferred, pledged or otherwise
encumbered, other than by will or the laws of descent and distribution.
-13-
<PAGE>
ARTICLE 9
SHARE APPRECIATION RIGHTS
9.1 GRANTS. The Committee or the Board may, in its sole discretion,
------
grant to any Participant a Share Appreciation Rights which may be either Non-
Tandem Share Appreciation Rights or Tandem Share Appreciation Rights. "Share
Appreciation Right" shall mean the right of the holder thereof to receive
property or Shares with a Fair Market Value equal to or cash in an amount equal
to the excess of the Fair Market Value of the aggregate number of Shares subject
to such Share Appreciation Right on the date of exercise over the Fair Market
Value of the aggregate number of Shares subject to such Share Appreciation Right
on the date of the grant of such Stock Appreciation Right (or such other value
as may be specified in the agreement granting such Share Appreciation Right). A
Share Appreciation Right may be granted in connection with the award of a Share
Option (a "Tandem Share Appreciation Right"), granted alone and not in
-------------------------------
connection with the award of a Share Option (a "Non-Tandem Share Appreciation
-----------------------------
Right") or a "Limited Share Appreciation Right" as defined in SECTION 9.4 below.
- ----- -----------
Share Appreciation Rights shall be subject to such terms and conditions as the
Committee or the Board shall impose. The terms of any award of Non-Tandem Share
Appreciation Rights or Tandem Share Appreciation Rights will be set forth in a
written agreement (a "SAR Award Agreement"). The grant of the Share
-------------------
Appreciation Right may provide that the holder will be paid for the value of the
Share Appreciation Right either in cash or in Shares, or a combination thereof,
at the sole discretion of the Committee or the Board. In the event of the
exercise of a Share Appreciation Right payable in Shares, the holder of the
Share Appreciation Right shall receive that number of whole Shares having an
aggregate Fair Market Value on the date of exercise equal to the value obtained
by multiplying (i) either (a) in the case of a Tandem Share Appreciation Right,
the difference between the Fair Market Value of a Share on the date of exercise
and the per share exercise price of the related Share Option, or (b) in the case
of a Non-Tandem Share Appreciation Right, the difference between the Fair Market
Value of a Share on the date of exercise and the Fair Market Value on the date
of the grant by (ii) the number of Shares as to which the Share Appreciation
Right is exercised. However, notwithstanding the foregoing, the Committee or
the Board, in its sole discretion, may place a ceiling on the amount payable
upon exercise of a Share Appreciation Right, but any such limitation shall be
specified at the time that the Share Appreciation Right is granted.
9.2 EXERCISABILITY. A Tandem Share Appreciation Right granted in
--------------
connection with a Share Option which is intended to qualify as an "incentive
stock option" (i) may be exercised at, and only at, the times and to the extent
the related incentive stock option is exercisable, (ii) will expire upon the
termination of the related incentive stock option, (iii) may not exceed 100% of
the difference between the exercise price of the related incentive stock option
and the Fair Market Value of the Shares subject to the related
-14-
<PAGE>
incentive stock option at the time the Tandem Share Appreciation Right is
exercised and (iv) may be exercised at, and only at, such times as the Fair
Market Value of the Shares subject to the related incentive stock option exceeds
the exercise price of the related incentive stock option. A Tandem Share
Appreciation Right may be transferred at, and only at, the times and to the
extent the related Share Option is transferable. If a Tandem Share Appreciation
Right is granted, there shall be surrendered and cancelled from the related
Share Option at the time of exercise of the Tandem Share Appreciation Right, in
lieu of exercise pursuant to the related Share Option, that number of Shares as
shall equal the number of Shares as to which the Tandem Share Appreciation Right
shall have been exercised.
9.3 CERTAIN LIMITATIONS ON NON-TANDEM SHARE APPRECIATION RIGHTS. A
-----------------------------------------------------------
Non-Tandem Share Appreciation Right will be exercisable as provided by the
Committee or the Board and will have such other terms and conditions as the
Committee or the Board may determine. A Non-Tandem Share Appreciation Right is
subject to acceleration of vesting or immediate termination in certain
circumstances in the same manner as Share Options.
9.4 LIMITED SHARE APPRECIATION RIGHTS. The Committee or the Board
---------------------------------
may, in its sole discretion, grant "Limited Share Appreciation Rights," either
as Tandem Share Appreciation Rights or Non-Tandem Share Appreciation Rights.
Limited Share Appreciation Rights will become exercisable only upon the
occurrence of a Change in Control (as defined in the operative Award Agreement
or, if not therein defined, as defined herein) or such other event as the
Committee or the Board may designate at the time of grant or thereafter.
ARTICLE 10
PERFORMANCE AWARDS
10.1 GRANTS. The Board or the Committee may, in its sole discretion,
------
grant to any Participant Shares or rights based upon, payable in or otherwise
related to, Shares (including Restricted Shares) or cash, as the Committee or
Board may determine, at the end of a specified period established by the Board
or the Committee (a "Performance Award"). A Performance Award may consist of
-----------------
either or both of (i) the right to receive Shares or Restricted Shares, or any
combination thereof as the Committee or the Board may determine ("Performance
-----------
Shares"), or (ii) the right to receive a fixed dollar amount payable in Shares,
- ------
Restricted Shares, cash or any combination thereof, as the Committee or the
Board may determine ("Performance Units"). The Committee or the Board may grant
-----------------
Performance Awards to any Participant for such minimum consideration, if any, as
may be required by applicable law or such greater consideration as may be
determined
-15-
<PAGE>
by the Committee or the Board, in its sole discretion. The terms and conditions
of Performance Awards shall be set forth in a written agreement (a "Performance
-----------
Award Agreement") and may include provisions establishing the performance
- ---------------
period, the performance criteria to be achieved during a performance period, the
criteria used to determine vesting (including the acceleration thereof) and
whether Performance Awards are forfeited or vest upon termination of employment
or the occurrence of other events during a performance period. Each Performance
Award shall have its own terms and conditions, which shall be determined in the
sole discretion of the Committee or the Board.
10.2 TERMS AND CONDITIONS. Performance Awards may be valued by
--------------------
reference to the Fair Market Value of a Share or according to any other formula
or method deemed appropriate by the Committee or the Board, in its sole
discretion, including, but not limited to, achievement of specific financial,
cost or earnings performance objectives that the Committee or the Board believes
to be relevant or the Company's performance or the performance of the Common
Shares measured against the performance of the market, the Company's industry
segment or its direct competitors. Performance Awards may also be conditioned
upon the applicable Participant remaining in the employ of the Company or one of
its subsidiaries for a specified period. Performance Awards may be payable in a
single payment or in installments and may be payable at a specified date or
dates or upon attaining the performance objective or objectives, all as shall be
set forth in the Performance Award Agreement.
ARTICLE 11
DIVIDEND EQUIVALENT RIGHTS
The Committee or the Board may, in its sole discretion, grant to any
Participant the right (a "Dividend Equivalent Right") to receive payments based
-------------------------
upon the cash dividends that would have been paid on a specified number of
Shares if such number of Shares were held by the Participant on the record date
for determining shareholders to whom dividends are payable. Dividend Equivalent
Rights may be awarded either as a component of another Award or as a separate
Award. The terms and conditions of the Dividend Equivalent Right shall be
specified in an agreement (the "Dividend Equivalent Award Agreement") which
-----------------------------------
evidences such Award. The Dividend Equivalent Award Agreement may specify that
the Dividend Equivalent Rights may be settled in cash or Shares, or a
combination thereof, in a single payment or in installments. A Dividend
Equivalent Right granted as a component of another Award may provide that such
Dividend Equivalent Right shall be settled upon exercise, settlement or payment
for or lapse of restrictions on such other Award, and that such Dividend
Equivalent Right shall expire or be forfeited or annulled pursuant to the same
conditions as such other Award.
-16-
<PAGE>
A Dividend Equivalent Right granted as a component of another Award may also
contain terms and conditions different from such other Award.
ARTICLE 12
OTHER AWARDS
The Committee or the Board may, in its sole discretion, grant to any
Participant other forms of Awards based upon, payable in or otherwise related
to, in whole or in part, Shares, if the Committee or the Board, in its sole
discretion, determines that such other form of Award is consistent with the
purposes of this Plan. The terms and conditions of such other form of Award
shall be specified in a written agreement which sets forth the terms and
conditions of such Award, including, but not limited to, the price, if any, and
the vesting schedule, if any, of such Award. Such Awards may be granted for
such minimum consideration, if any, as may be required by applicable law or for
such other greater consideration as may be determined by the Committee or the
Board, in its sole discretion.
ARTICLE 13
GENERALLY APPLICABLE PROVISIONS
13.1 OPTION PERIOD. Subject to SECTION 3.1(b), the period for which
------------- --------------
an Option is exercisable shall not exceed ten (10) years from the date such
Option is granted. After the Option is granted, the option period may not be
reduced.
13.2 FAIR MARKET VALUE. If the Shares are listed or admitted to
-----------------
trading on a securities exchange registered under the Exchange Act, the "Fair
Market Value" of a Share as of a specified date shall mean the average of the
high and low price of the shares for the day immediately preceding the date as
of which Fair Market Value is being determined (or if there was no reported sale
on such date, on the last preceding date on which any reported sale occurred) as
reported on the principal securities exchange on which the Shares are listed or
admitted to trading. If the Shares are not listed or admitted to trading on any
such exchange but are listed as a national market security on the National
Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ"),
------
traded in the over-the-counter market or listed or traded on any similar system
then in use, the Fair Market Value of a Share shall be the average of the high
and low sales price for the day immediately preceding the date as of which the
Fair Market Value is being determined (or if there was no reported sale on such
date, on the last preceding date on which any reported sale occurred) as
reported on such system. If the Shares are not listed or admitted to trading on
any such exchange, are not listed as a
-17-
<PAGE>
national market security on NASDAQ and are not traded in the over-the-counter
market or listed or traded on any similar system then in use, but are quoted on
NASDAQ or any similar system then in use, the Fair Market Value of a Share shall
be the average of the closing high bid and low asked quotations on such system
for the Shares on the date in question. If the Shares are not publicly traded,
Fair Market Value shall be determined by the Board or the Committee in its sole
discretion using appropriate criteria. An Option shall be considered granted on
the date the Board or the Committee acts to grant the Option or such later date
as the Board or the Committee shall specify.
13.3 EXERCISE OF OPTIONS. Options granted under the Plan shall be
-------------------
exercised by the Optionee thereof (or by his or her executors, administrators,
guardian or legal representative, as provided in SECTIONS 13.5 and 13.6 hereof)
------------- ----
as to all or part of the Shares covered thereby, by the giving of written notice
of exercise to the Company, specifying the number of Shares to be purchased,
accompanied by payment of the full purchase price for the Shares being
purchased. Full payment of such purchase price shall be made within five (5)
business days following the date of exercise and shall be made (i) in cash or by
certified check or bank check, (ii) with the consent of the Board or the
Committee, by delivery of a promissory note in favor of the Company upon such
terms and conditions as determined by the Board or the Committee, (iii) with the
consent of Board or the Committee, by tendering previously acquired Shares
(valued at its Fair Market Value, as determined by the Board or the Committee as
of the date of tender), or (iv) with the consent of the Committee, any
combination of (i), (ii) and (iii). Such notice of exercise, accompanied by
such payment, shall be delivered to the Company at its principal business office
or such other office as the Board or the Committee may from time to time direct,
and shall be in such form, containing such further provisions consistent with
the provisions of the Plan, as the Board or the Committee may from time to time
prescribe. In no event may any Option granted hereunder be exercised for a
fraction of a Share. The Company shall effect the transfer of Shares purchased
pursuant to an Option as soon as practicable, and, within a reasonable time
thereafter, such transfer shall be evidenced on the books of the Company. No
person exercising an Option shall have any of the rights of a holder of Shares
subject to an Option until certificates for such Shares shall have been issued
following the exercise of such Option. No adjustment shall be made for cash
dividends or other rights for which the record date is prior to the date of such
issuance.
13.4 TERMINATION OF SERVICE. If the service of the Optionee is
----------------------
terminated for any reason other than (1) Disability of the Optionee, (2) death
of the Optionee, or (3) for "cause" (as defined in the applicable Share Option
Award Agreement or, if not so defined, as determined by the Board or the
Committee in its sole and absolute discretion), an Option (whether or not
exercisable on the date of such termination) shall be exercisable by the
Optionee at any time prior to the expiration of the Option or, in the case of an
Option which is an incentive share option, within three (3) months after the
date of such
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<PAGE>
termination of service, whichever is the shorter period. Notwithstanding the
foregoing provisions, with respect to Share Options intended to qualify as
incentive stock options, in the event such Options are not exercised by the
Optionee within three (3) months after termination of service in accordance with
this SECTION 13.4, a Share Option Agreement may provide that the Optionee may
------------
still exercise his Option at any time prior to the expiration of the Option, but
such Option shall be deemed to be a nonqualified stock option.
13.5 DEATH. If the Optionee dies while employed by the Company or
-----
any of its subsidiaries or affiliates or during his term as a Trust Manager of
the Company or any of its subsidiaries or affiliates, as the case may be, any
Option(s) granted to him not previously expired or exercised shall, to the
extent exercisable on the date of death, be exercisable by the estate of such
Optionee or by any person who acquired such Option by bequest or inheritance, at
any time within one year after the death of the Optionee, unless earlier
terminated pursuant to its terms; provided, however, that if the term of such
Option would expire by its terms within six months after the Optionee's death,
the term of such Option shall be extended until six months after the Optionee's
death; provided further, that in no instance may the term of the Option, as so
extended, exceed the maximum term set forth in SECTION 3.1(b)(ii) or 13.1 above.
------------------ ----
13.6 DISABILITY. If the Optionee's service is terminated by reason
----------
of the Optionee's Disability, an Option (whether or not exercisable on the date
of the Optionee's termination of service by reason of Disability) shall be
exercisable by the Optionee at any time prior to the expiration of the Option
or, in the case of an Option which is an incentive share option, within twelve
(12) months after the date of such termination of service, whichever is the
shorter period. Notwithstanding the foregoing provisions, with respect to
incentive stock options, in the event such Options are not exercised by the
Optionee within twelve (12) months after the date of termination of service in
accordance with this SECTION 13.6, a Share Option Agreement may provide that the
------------
Optionee may still exercise his Option at any time prior to the expiration of
the Option, but such Option shall be deemed to be a nonqualified stock option.
As used herein, the term "Disability" shall have the meaning set forth in the
applicable Share Option or other Award Agreement, or, if not so defined therein,
shall mean the determination by the Board or the Committee, upon the advice of
an independent qualified physician, that the Participant has become physically
or mentally incapable of performing his or her duties and such disability has
disabled the Participant for a consecutive period of one-hundred and eighty
(180) days. The determination of whether or not an Optionee's service is
terminated by reason of Disability shall be in the sole and absolute discretion
of the Board or the Committee.
13.7 AMENDMENT AND TERMINATION OF THE PLAN. Notwithstanding anything
-------------------------------------
contained in this Plan to the contrary, all provisions of this Plan (including,
without limitation, the maximum number of Shares that may be issued with respect
to Awards to
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<PAGE>
be granted pursuant to this Plan) may at any time or from time to time be
modified or amended by the Board; provided, however, that no Award at any time
outstanding pursuant to this Plan may be modified, impaired or cancelled
adversely to the holder of the Award without the consent of such holder. The
Board may suspend or terminate this Plan at any time, and such suspension or
termination may be retroactive or prospective. Termination of this Plan shall
not impair or affect any Award previously granted hereunder and the rights of
the holder of the Award shall remain in effect until the Award has been
exercised in its entirety or has expired or otherwise has been terminated by the
terms of such Award.
13.8 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event that a
------------------------------------------
dividend payable in Shares of the Company or a share split shall be hereinafter
declared upon the Common Shares of the Company, the number of Shares then
subject to any Award hereunder and the number of Shares reserved for issuance
pursuant to the Plan but not yet covered by an Award shall be adjusted by adding
to each such Share the number of shares which would be distributable thereon if
such Share had been outstanding on the date fixed for determining the
shareholders entitled to receive such share dividend or share split. In the
event that the outstanding Shares of the Company shall be changed into or
exchanged for a different number or kind of shares of beneficial interest or
other securities of the Company or of another corporation, whether through
reorganization, recapitalization, share split, combination of shares, merger,
consolidation, combination, spin-off, repurchase or exchange of Shares then
there shall be substituted for each Share subject to any such Award and for each
Share reserved for issuance pursuant to the Plan but not yet covered by an
Award, the number and kind of shares of beneficial interest or other securities
into which each outstanding Common Share shall be so changed or for which each
such Share shall be exchanged. In the event there shall be any change, other
than as specified above in this SECTION 13.8, in the number or kind of
------------
outstanding Common Shares of the Company or of any shares of beneficial interest
or other securities into which Common Shares shall have been changed or for
which they shall have been exchanged, then if the Board or the Committee shall
in its sole discretion determine that such change equitably requires an
adjustment in the number or kind of Shares theretofore reserved for issuance
pursuant to the Plan but not yet covered by an Award and of the Shares then
subject to an Award or Awards, such adjustment shall be made by the Committee
and shall be effective and binding for all purposes of the Plan and of each
Award Agreement. In the case of any such substitution or adjustment as provided
for in this Section, the option or purchase price in each Award Agreement for
each Share covered thereby prior to such substitution or adjustment will be the
option or purchase price for all shares of beneficial interest or other
securities which shall have been substituted for such Share or to which such
adjustment provided for in this SECTION 13.8 shall be made, in accordance with
------------
Section 424(a) of the Code. No adjustment or substitution provided for in this
SECTION 13.8 shall require the Company
- ------------
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<PAGE>
pursuant to any Award Agreement to sell a fractional Share, and the total
substitution or adjustment with respect to each Award Agreement shall be limited
accordingly.
13.9 ACCELERATION. A "Change in Control" for purposes of this Plan
------------
shall mean the occurrence of any of the following events: (i) any "person" or
"group" of persons, as such terms are used in Sections 13 and 14 of the Exchange
Act, other than any employee benefit plan sponsored by the Company, becomes the
"beneficial owners," as such term is used in Section 13 of the Exchange Act, of
thirty percent (30%) or more of the Common Shares of the Company issued and
outstanding immediately prior to such acquisition; (ii) any Common Shares of the
Company are purchased pursuant to a tender or exchange offer other than an offer
by the Company; or (iii) the dissolution or liquidation of the Company or the
consummation of any merger or consolidation of the Company or any sale or other
disposition of all or substantially all of its assets, if the shareholders of
the Company immediately before such transaction own, immediately after
consummation of such transaction, equity securities (other than Options and
other rights to acquire equity securities) possessing less than thirty percent
(30%) of the voting power of the surviving or acquiring corporation.
(a) Change of Control With Provision Being Made Therefor. If
provision be made in writing in connection with a Change of Control for the
assumption and continuance of any Award granted under the Plan, or the
substitution for such Award of a new option or other security covering the
shares of the successor employer corporation, with appropriate adjustment
as to number and kind of shares and prices, the Award granted under the
Plan, or the new Award substituted therefor, as the case may be, shall
continue in the manner and under the terms provided.
(b) Change of Control Without Provision Being Made Therefor. In the
event provision is not made in connection with a Change of Control for the
continuance and assumption of any Award granted under the Plan or for the
substitution of any Award covering the shares of the successor employer
corporation, then, subject to the $100,000 annual limitation with respect
to any Share Options intended to qualify as "incentive stock options," the
holder of any such Option shall be entitled, prior to the effective date of
any such Change of Control, to purchase the full number of shares not
previously exercised under such Award, without regard to the periods of
exercisability of such Option established by the Committee and set forth in
the Award Agreement evidencing such Option if (and only if) such Option has
not at that time expired or been terminated and any other requirements for
purchase or exercise set forth in the Award Agreement have been satisfied,
failing which purchase, any unexercised portion of the Option shall
continue to be exercisable during the remaining term thereof, except as
otherwise provided in the Award Agreement granting the Option.
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<PAGE>
(c) All adjustments under this Section shall be made by the Board or
the Committee, whose determination as to what adjustments shall be made and
the extent thereof, shall be final, binding and conclusive for all purposes
of the Plan and of each Award Agreement.
13.10 AMENDMENTS AND ADJUSTMENTS TO AWARDS. The Committee or the Board
------------------------------------
may amend, modify or terminate any outstanding Award with the Participant's
consent at any time prior to payment or exercise in any manner not inconsistent
with the terms of this Plan, including, without limitation, (i) to change the
date or dates as of which and/or the terms and conditions pursuant to which (A)
a Share Option becomes exercisable or (B) a Performance Award is deemed earned,
(ii) to amend the terms of any outstanding Award to provide an exercise price
per share which is higher or lower than the then current exercise price per
share of such outstanding Award or (iii) to cancel an Award and grant a new
Award in substitution therefor under such different terms and conditions as the
Committee or the Board determines in its sole discretion to be appropriate
including, but not limited to, having an exercise price per share which may be
higher or lower than the exercise price per share of the cancelled Award. The
Committee or the Board may also make adjustments in the terms and conditions of,
and the criteria included in agreements evidencing Awards in recognition of
unusual or nonrecurring events (including, without limitation, the events
described in SECTION 13.8 or 13.9 hereof) affecting the Company, or the
------------ ----
financial statements of the Company or any affiliates, or of changes in
applicable laws, regulations or accounting principles, whenever the Committee or
the Board determines that such adjustments are appropriate to prevent reduction
or enlargement of the benefits or potential benefits intended to be made
available pursuant to this Plan. Any provision of this Plan or any agreement
regarding an Award to the contrary notwithstanding, the Committee or the Board
may cause any Award granted to be cancelled in consideration of a cash payment
or alternative Award made to the holder of such cancelled Award equal in value
to the Fair Market Value of such cancelled Award. The determinations of value
pursuant to this SECTION 13.10 shall be made by the Committee or the Board in
-------------
its sole discretion.
13.11 QUALIFICATION OF THE PLAN. This Plan is not intended to be, and
-------------------------
shall not be, qualified under Section 401(a) of the Code.
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<PAGE>
ARTICLE 14
FORMULA AWARDS
14.1 GRANTS OF FORMULA SHARE OPTION AWARDS. Annually in May of each
-------------------------------------
year (following the Company's annual meeting of shareholders) so long as Shares
remain available for Award hereunder, the Company shall make, an Award granting
to each such non-employee Trust Manager Options to acquire 10,000 Shares at a
price equal to the Fair Market Value on the date of the Award.
ARTICLE 15
MISCELLANEOUS
15.1 TAX WITHHOLDING. The Company shall notify an Optionee or
---------------
Participant of any income tax withholding requirements arising as a result of
the grant of any Award, exercise of an Option or any other event occurring
pursuant to this Plan. The Company shall have the right to withhold from such
Optionee or Participant such withholding taxes as may be required by law, or to
otherwise require the Optionee or Participant to pay such withholding taxes. If
the Optionee or Participant shall fail to make such tax payments as are
required, the Company or its subsidiaries or affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to such Optionee or Participant or to take such other
action as may be necessary to satisfy such withholding obligations.
15.2 RIGHT OF DISCHARGE RESERVED. Nothing in the Plan nor the grant
---------------------------
of an Award hereunder shall confer upon any officer, Trust Manager, Consultant
or other individual the right to continue in the employment or service of the
Company or any subsidiary or affiliate of the Company or affect any right that
the Company or any subsidiary or affiliate of the Company may have to terminate
the employment or service of (or to demote or to exclude from future Awards
under the Plan) any such employee, Trust Manager, Consultant or other individual
at any time for any reason. Except as specifically provided by the Board or
the Committee, the Company shall not be liable for the loss of existing or
potential profit from an Award granted in the event of termination of an
employment or other relationship even if the termination is in violation of an
obligation of the Company or any subsidiary or affiliate of the Company to the
employee, Trust Manager or Consultant.
15.3 NATURE OF PAYMENTS. All Awards made pursuant to the Plan are in
------------------
consideration of services performed for the Company or any subsidiary or
affiliate of the Company. Any income or gain realized pursuant to Awards under
the Plan constitutes
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<PAGE>
a special incentive payment to the Optionee or Participant and shall not be
taken into account, to the extent permissible under applicable law, as
compensation for purposes of any of the employee benefit plans of the Company or
any subsidiary or affiliate of the Company except as may be determined by the
Committee or by the Trust Managers or directors of the applicable subsidiary or
affiliate of the Company.
15.4 INDEMNIFICATION OF COMMITTEE. The Company shall indemnify each
----------------------------
present and future member of the Board or the Committee against, and each member
of the Board or the Committee shall be entitled, without further act on his
part, to indemnity from the Company for all expenses (including the amount of
judgments and the amount of approved settlements made with a view to the
curtailment of costs of litigation, other than amounts paid to the Company
itself) reasonably incurred by him in connection with or arising out of any
action, suit, or proceeding in which he may be involved by reason of his being
or having been a member of the Board or the Committee, whether or not he
continues to be a member of the Board or the Committee at the time of incurring
such expenses; provided, however, that such indemnity shall not include any
expenses incurred by any such member of the Board or the Committee (a) in
respect of matters as to which he shall be finally adjudged in any such action,
suit, or proceeding to have been guilty of gross negligence or willful
misconduct in the performance of his duty as a member of the Board or the
Committee or (b) in respect of any matter in which any settlement is effected in
an amount in excess of the amount approved by the Company on the advice of its
legal counsel; and provided further, that no right of indemnification under the
provisions set forth herein shall be available to or enforceable by any such
member of the Committee unless, within sixty (60) days after institution of any
such action, suit, or proceeding, such Board or Committee member shall have
offered the Company, in writing, the opportunity to handle and defend same at
its own expense. The foregoing right of indemnification shall inure to the
benefit of the heirs, executors, or administrators of each such member of the
Board or the Committee and shall be in addition to all other rights to which
such member of the Board or the Committee shall be entitled as a matter of law,
contract, or otherwise.
15.5 SEVERABILITY. If any provision of the Plan shall be held
------------
unlawful or otherwise invalid or unenforceable in whole or in part, such
unlawfulness, invalidity or unenforceability shall not affect any other
provision of the Plan or part thereof, each of which remain in full force and
effect. If the making of any payment or the provision of any other benefit
required under the Plan shall be held unlawful or otherwise invalid or
unenforceable, such unlawfulness, invalidity or unenforceability shall not
prevent any other payment or benefit from being made or provided under the Plan,
and if the making of any payment in full or the provision of any other benefit
required under the Plan in full would be unlawful or otherwise invalid or
unenforceable, then such unlawfulness, invalidity or unenforceability shall not
prevent such payment or benefit from being made or provided in part, to the
extent that it would not be unlawful, invalid or unenforceable, and the
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<PAGE>
maximum payment or benefit that would not be unlawful, invalid or unenforceable
shall be made or provided under the Plan.
15.6 GENDER AND NUMBER. In construing the Plan, any masculine
-----------------
terminology herein shall also include the feminine, and the definition of any
term herein in the singular shall also include the plural, except when otherwise
indicated by the context.
15.7 GOVERNING LAW. The Plan and all determinations made and actions
-------------
taken thereunder, to the extent not otherwise governed by the Code or the laws
of the United States, shall be governed by the laws of the State of Texas and
construed accordingly and the Plan shall be deemed to be performable in Dallas
County, Texas.
15.8 TERMINATION OF PLAN. Awards may be granted under the Plan at
-------------------
any time and from time to time on or prior to January 13, 2007, on which date
the Plan will expire except as to Awards then outstanding under the Plan. Such
outstanding Awards shall remain in effect until they have been exercised or
terminated, or have expired.
15.9 CAPTIONS. The captions in this Plan are for convenience of
--------
reference only, and are not intended to narrow, limit or affect the substance or
interpretation of the provisions contained herein.
15.10 EFFECTIVE DATE. The effective date of the Plan shall be
--------------
January 13, 1997.
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<PAGE>
EXHIBIT 23.2
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Columbus Realty Trust
Employee Incentive Plan and to the incorporation by reference therein of our
reports (a) dated January 31, 1996, except for Note 12, as to which the date is
March 15, 1996, with respect to the consolidated financial statements and
schedule of Columbus Realty Trust as of December 31, 1995 and 1994 and for the
years ended December 31, 1995 and 1994 and for the period from October 12, 1993
(inception) to December 31, 1993, included in its Annual Report on Form 10-K for
the year ended December 31, 1995 and (b) dated March 11, 1994, with respect to
the combined financial statements and schedule of the Columbus Group as of
December 28, 1993 and for the period from January 1, 1993 to December 28, 1993
and the year ended December 31, 1992, included in Columbus Realty Trust's Annual
Report on Form 10-K for the year ended December 31, 1995, all filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
February 21, 1997
<PAGE>
[Coopers & Lybrand Letterhead appears here]
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
the Columbus Realty Trust Employee Incentive Plan on Form S-8 to be filed on or
about February 24, 1997, of our report dated February 18, 1994, on our audits of
the combined financial statements and financial statement schedule of The Texana
Group. We also consent to the reference to our Firm under the caption "Experts".
COOPERS & LYBRAND LLP
Dallas, Texas
February, 25, 1997
