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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
GABLES RESIDENTIAL TRUST
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(Name of issuer as specified in its Charter)
Common Shares, Par Value $0.01 Per Share
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(Title of class of securities)
36218105
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(CUSIP Number)
Stephen M. Wiseman
King & Spalding
120 West 45th Street
New York, New York 10036
Telephone: (212) 556-2265
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(Name, address and telephone number of person
authorized to receive notices and communications)
September 26, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following / /
Check the following box if a fee is being paid with the statement /X/. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("ACT") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(continued on following pages)
Page 1 of 7
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Schedule 13D
CUSIP No. 36218105 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
Stichting Pensioenfonds ABP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR
PLACE OR ORGANIZATION The Kingdom of the Netherlands
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NUMBER OF 7 SOLE VOTING POWER 1,435,000
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER - 0 -
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,435,000
REPORTING -------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,435,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 7.44%
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14 TYPE OF REPORTING PERSON* EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7
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Item 1. Security and Issuer.
This statement relates to the common shares of beneficial interest, par
value $0.01 per share (the "COMMON SHARES"), of Gables Residential Trust (the
"ISSUER"). The Issuer is a real estate investment trust formed in Maryland and
has its principal executive offices are located at 2859 Paces Ferry Road,
Atlanta, Georgia 30339.
Item 2. Identity and Background.
This statement is filed by Stichting Pensioenfonds ABP, an entity
established under the laws of The Kingdom of the Netherlands (the "FUND"), whose
principal business is investing funds held on behalf of public sector employees
of The Kingdom of the Netherlands. The address of the Fund's principal executive
office is Oude Lindestraat 70; postbus 2889, 6401 DL Heerlen, The Netherlands.
The name, principal occupation, citizenship and business address of each
director and of each executive officer of the Fund are as follows:
<TABLE>
<CAPTION>
Name Principal Occupation Citizenship Business Address
- ---- -------------------- ----------- ----------------
<S> <C> <C> <C>
J. Kleiterp Executive Chairman The Netherlands Bestuur Abp
of the Board of P.O. Box 30909
Trustees of the Fund 2500 GX DEN HAAG
H.J. Albersen Trustee of the Fund The Netherlands CMHF
P.O. Box 80204
2508 AM DEN HAAG
E.J. Anneveld Trustee of the Fund The Netherlands C.F.O.
P.O. Box 84501
2508 AM DEN HAAG
W. Drees Trustee of the Fund The Netherlands Wieringenmeen 36
3844 NA HARDERWIJK
P.H. Holthuis Trustee of the Fund The Netherlands Ministerie van O&W/BR/DG
P.O. Box 25000
2700 LZ ZOETERMEER
L. Koopmans Trustee of the Fund The Netherlands Lange Voorhout 86, app. 24
2514 EJ DEN HAAG
</TABLE>
Page 3 of 7
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<TABLE>
<CAPTION>
Name Principal Occupation Citizenship Business Address
- ---- -------------------- ----------- ----------------
<S> <C> <C> <C>
R. van Leeuwen Trustee of the Fund The Netherlands ABOP
Herengracht 54
1015 BN AMSTERDAM
C.L.J.V. Overbeek Trustee of the Fund The Netherlands Katholieke Onderwijs
Vakorganisatie
Verrijn Stuartlaan 36
2280 EL RIJSWIJK
A.C. van Pelt Trustee of the Fund The Netherlands Ned. Gennootschap van
Leraren
P.O. Box 407
3300 AK DORDRECHT
D.M. Sluimers Trustee of the Fund The Netherlands Ministerie van Financien
Casuariestraat 32
2511 VB DEN HAAG
A.F.P.M. Scherf Trustee of the Fund The Netherlands Icaruslaan 20
5631 LD EINDHOVEN
X.J. den Uyl First Deputy Chairman The Netherlands Linnaeuslaan 14
of the Fund 2012 PP HAARLEM
J.W.E. Neervens Executive Chairman of The Netherlands ABP
the Board of Directors Oude Lindestraat 70
of the Fund 6411 EJ HEERLEN
P.J. Bezemer Member of the Board The Netherlands ABP
of Directors of the Oude Lindestraat 70
Fund 6411 EJ HEERLEN
J.M.G. Frijns Member of the Board The Netherlands ABP
of Directors of the Oude Lindestraat 70
Fund 6411 EJ HEERLEN
</TABLE>
During the last five years, neither the Fund nor any of its executive
officers or directors has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, United States federal or state securities laws or finding any
violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
On September 26, 1996, the Fund acquired 1,435,000 Common Shares
directly from the Issuer in an offering registered under the Securities Act of
1933, as amended, at a price of U.S. $24.375 per Common Share. As a result of
such acquisition, the Fund beneficially owned approximately 7.44% of the
aggregate number of Common Shares outstanding.
The funds for the foregoing purchase of Common Shares by the Fund were
supplied from Dutch public sector pensioners' contributions to the Fund.
Item 4. Purpose of Transaction.
The Fund has acquired the Common Shares for the purpose of making an
investment in the Issuer and not with the present intention of acquiring control
of the Issuer's business.
The Fund from time to time intends to review its investment in the
Issuer on the basis of various factors, including the Issuer's business,
financial condition, results of operations and prospects, general economic and
industry conditions, the securities markets in general and those for the
Issuer's securities in particular, as well as other developments and other
investment opportunities. Based on such review, the Fund will take such actions
in the future as the Fund may deem appropriate in light of the circumstances
existing from time to time. If the Fund believes that further investment in the
Issuer is attractive, whether because of the market price of the Issuer's
securities or otherwise, it may acquire Common Shares or other securities of the
Issuer either in the open market or in privately negotiated transactions.
Similarly, depending on market and other factors, the Fund may determine to
dispose of some or all of the Common Shares currently owned by the Fund or
otherwise acquired by the Fund either in the open market or in privately
negotiated transactions.
Except as set forth above, the Fund has not formulated any plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of the Issuer or the disposition of securities of the
Issuer, (b) an extraordinary corporate transaction involving the Issuer or any
of its subsidiaries, (c) a sale or transfer of a material amount of the assets
of the Issuer or any of its subsidiaries, (d) any change in the present board of
directors or management of the Issuer, (e) any material change in the Issuer's
capitalization or dividend policy, (f) any other material change in the Issuer's
business or corporate structure, (g) any change in the Issuer's charter or
bylaws or other instrument corresponding thereto or other action which may
impede the acquisition of control of the Issuer by any person, (h) causing a
class of the Issuer's securities to be deregistered or delisted, (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration or (j) any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the Issuer.
(a)-(b) As of the date hereof, the Fund has the sole power to vote and
dispose of 1,435,000 Common Shares and such power is not shared with any other
person. Based on information provided by the Issuer to the Fund on September 26,
1996, the 1,435,000 Common Shares beneficially owned by the Fund constitute
approximately 7.44% of the outstanding Common Shares. To the knowledge of the
Fund, no Common Shares are beneficially owned by any director or executive
officer listed under Item 2 above.
(c) The Fund has effected no open market purchases of the Common Shares
during the past 60 days.
(d) To the knowledge of the Fund, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any Common Shares beneficially owned by the Fund.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Neither the Fund nor any of its executive officers or directors has any
contracts, arrangements or understandings with any person with respect to any
securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 4, 1996 STICHTING PENSIOENFONDS ABP
By: /s/ J. Mensonides
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Name: J. Mensonides
Title: Managing Director
Equity Investments
By: /s/ P.A.W.M. Spijkers
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Name: P.A.W.M. Spijkers
Title: Managing Director
Fixed Income Investments
Page 7 of 7
