SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ----- to -----
Commission File No. 1-12590
GABLES RESIDENTIAL TRUST
401 (K) PLAN
(Full Title of the Plan)
GABLES RESIDENTIAL TRUST
2859 Paces Ferry Road
Overlook III, Suite 1450
Atlanta, Georgia 30339
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
<PAGE>
GABLES RESIDENTIAL TRUST 401 (K) PLAN
FORM 11-K
December 31, 1995
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits
as of December 31, 1995 and 1994
Statements of Changes in Net Assets Available for
Plan Benefits for the year ended December 31, 1995,
and for the period from inception (January 25,
1994) to December 31, 1994
NOTES TO FINANCIAL STATEMENTS
SUPPLEMENTAL SCHEDULES:
Schedule I: Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1995
Schedule II: Item 27d - Schedule of Reportable
Transactions for the year ended December 31, 1995
SIGNATURE
INDEX TO EXHIBITS
EXHIBITS:
23.1 Consent of Independent Public Accountants
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Trustees of
Gables Residential Trust:
We have audited the accompanying statements of net assets available for plan
benefits of the Gables Residential Trust 401(k) Plan (the "Plan") as of December
31, 1995 and 1994, and the related statements of changes in net assets available
for plan benefits for the year ended December 31, 1995, and for the period from
inception (January 25, 1994) to December 31, 1994. These financial statements
and the schedules referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1995 and 1994, and the changes in net assets available for plan
benefits for the year ended December 31, 1995, and for the period from inception
(January 25, 1994) to December 31, 1994, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental schedules have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Dallas, Texas,
June 30, 1996
<PAGE>
GABLES RESIDENTIAL TRUST 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
ASSETS:
Participant-directed, at fair value-
New Horizons Fund .................................... $ -- $370,352
Prime Reserve Fund ................................... -- 323,187
Equity Index Fund .................................... -- 24,561
Equity Income Fund ................................... -- 375,565
Capital Appreciation Fund ............................ -- 140,430
Spectrum Income Fund ................................. -- 289,368
Spectrum Growth Fund ................................. -- 650,004
Fidelity Advisor Growth Opportunities Fund ........... 1,119,111 --
Merrill Lynch Global Allocation Fund ................. 606,851 --
Merrill Lynch Corporate Bond Fund Investment Grade 298,827 --
Oppenheimer Main Street Income and Growth Fund 1,119,212 --
Merrill Lynch Retirement Preservation Trust ......... 392,177 --
--------- ---------
Total investments ................................ 3,536,178 2,173,467
--------- ---------
RECEIVABLES:
Participants' contributions ............................. 32,445 8,998
Employer contributions .................................. 10,344 6,707
--------- ---------
Total receivables ................................ 42,789 15,705
--------- ---------
Total assets ..................................... 3,578,967 2,189,172
--------- ---------
LIABILITIES:
Excess contributions payable .............................. 48,981 --
--------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS ...................... $3,529,986 $2,189,172
========== ==========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
GABLES RESIDENTIAL TRUST 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995, AND FOR THE
PERIOD FROM INCEPTION (JANUARY 25, 1994) TO DECEMBER 31, 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
INVESTMENT INCOME:
Interest and dividends $ 118,785 $ 139,619
Realized gain (loss) 18,097 (2,004)
Net appreciation (depreciation) in fair
value of investments 369,961 (96,320)
------- -------
Total investment income 506,843 41,295
CONTRIBUTIONS:
Participants 903,408 446,620
Employer 299,819 323,374
Rollovers from other plans 35,906 1,535,840
--------- ---------
Total contributions 1,239,133 2,305,834
BENEFITS PAID TO PARTICIPANTS (405,162) (157,957)
--------- ---------
NET INCREASE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 1,340,814 2,189,172
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of period 2,189,172 -
--------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of period $3,529,986 $2,189,172
========== ==========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
GABLES RESIDENTIAL TRUST 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
1. PLAN DESCRIPTION:
- --------------------
The following description of the Gables Residential Trust 401(k) Plan (the
"Plan") is provided for general information purposes only. More complete
information regarding the Plan's provisions may be found in the Plan document.
General
- -------
The Plan is a defined contribution retirement plan which became effective
January 25, 1994, and was established by Gables Residential Trust (the
"Company") under the provisions of Section 401(a) of the Internal Revenue Code
(the "Code"), which includes a qualified cash or deferred arrangement as
described in Section 401(k) of the Code, for the benefit of eligible employees
of the Company. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA).
All employees of the Company are eligible to participate in the Plan on the
first entry date (January 1 or July 1) following the date on which the employee
has attained the age of 21 and has completed one year of service, as defined in
the Plan document. Employees who on January 24, 1994, were employees of Trammell
Crow Company (TCC) or an affiliate of TCC and became an employee of the Company
or an affiliate of the Company on January 25, 1994, were eligible to rollover
their accounts from the TCC qualified plan to the Plan and retain their years of
service credits.
Plan Administration
- -------------------
Under a trust agreement dated January 26, 1995, and effective January 1, 1995,
Merrill Lynch (the "Trustee") was appointed trustee for the plan replacing T.
Rowe Price Trust Company (the "Trustee" for the period ended December 31, 1994).
Contributions
- -------------
Eligible employees were able to contribute an amount up to 15% and 4% in 1995
and 1994, respectively, of their compensation as defined by the Plan document,
subject to certain limitations under the Code. The Company provided a matching
contribution equal to 50% and 75% in 1995 and 1994, respectively, on the first
4% of each participant's contribution. The total maximum allowable contribution
to the Plan under the Code from employee sources was $9,240 in 1995 and 1994.
Vesting
- -------
Participants are fully vested in their contributions and the earnings
thereon. Employees who were employed by TCC, Avalon Properties, Inc. or any
affiliate of either such company and were hired by the Company prior to January
1, 1995, will be vested after two years of service. Subsequent to January 1,
1995, all new employees are subject to a three-year vesting schedule for their
employer matching contributions. Forfeitures for 1995 and 1994 totaled $6,957
and $1,215, respectively. The 1994 forfeiture amount was used to reduce 1994 and
1995 employer contributions. The 1995 forfeiture amount will be used to offset
1996 employer contributions.
Benefits
- --------
Upon termination of service due to death, total and permanent disability, or
retirement, a participant may elect to receive an amount equal to the value of
the participant's vested interest in his or her account and any related
earnings. The form of distribution is either a lump-sum payment, a rollover into
another qualified plan, or a combination of the two.
Participant Accounts
- --------------------
Individual accounts are maintained for each of the Plan's participants to
reflect the participant's contributions and related employer matching
contributions as well as the participant's share of the Plan's income. Income is
allocated ratably based on each participant's account balance.
<PAGE>
Investment Options
- ------------------
Participants were able to direct their contributions and any related earnings
into five investment options in 1995, and seven investment options in 1994.
Participants may change their investment elections at any time. Under the terms
of the Plan, employer matching contributions are invested in the same funds and
at the same percentages as those chosen by the participant for their own
contributions. Due to the change in trustees in January 1995, all new investment
options were provided in 1995. A brief description of each investment option is
provided below for both 1995 and 1994:
1995
----
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND
This fund invests primarily in common stocks and convertible securities.
MERRILL LYNCH GLOBAL ALLOCATION FUND
This fund invests in domestic and foreign equities, debt, and money markets
issued in at least three countries.
MERRILL LYNCH CORPORATE BOND FUND INVESTMENT GRADE
This fund invests at least 65% of its assets in high-quality corporate debt
with longer maturities.
OPPENHEIMER MAIN STREET INCOME AND GROWTH FUND
This fund seeks total return and invests in income-producing common stocks,
preferred stocks, convertible securities, bonds, debentures, and notes.
MERRILL LYNCH RETIREMENT PRESERVATION TRUST
This fund invests in a diversified portfolio of U.S. government agency
securities, "Guaranteed Investment Contracts," and a lesser portion in
high-quality money market instruments.
<PAGE>
1994
----
NEW HORIZONS FUND
This fund invests primarily in common stocks of small, rapidly growing
companies.
PRIME RESERVE FUND
This fund invests primarily in U. S. dollar-denominated money market
securities with an average maturity not to exceed 90 days.
EQUITY INDEX FUND
The objective of this fund is to replicate the performance of the Standard &
Poor's 500 Composite Stock Index. In order to meet this objective, the fund
primarily invests in stocks included in the Standard & Poor's 500 Composite
Stock Index.
EQUITY INCOME FUND
This fund invests primarily in dividend-paying common stocks of established
companies.
CAPITAL APPRECIATION FUND
This fund invests primarily in common stocks which are considered to be
undervalued or expected to increase in price over the short-term.
SPECTRUM INCOME FUND
This fund invests primarily in those T. Rowe Price mutual funds which invest
primarily in fixed income securities.
SPECTRUM GROWTH FUND
This fund invests primarily in those T. Rowe Price mutual funds which, in
turn, invest principally in equity securities.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
- ----------------------------------------------
BASIS OF ACCOUNTING
The accompanying financial statements are presented using the accrual basis of
accounting.
INCOME RECOGNITION
Interest income is recorded as earned on the accrual basis. Dividend income is
recorded on the ex-dividend date.
INVESTMENT VALUATION
The mutual funds of the Plan consist of publicly traded marketable securities
that are stated at fair value.
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
Unrealized appreciation (depreciation) in fair value of investments is recorded
in the accompanying statements of changes in net assets available for plan
benefits as net appreciation (depreciation) in fair value of investments.
ADMINISTRATIVE EXPENSES
The Company pays all administrative expenses on behalf of the Plan and the Plan
is not obligated to reimburse such expenses to the Company.
<PAGE>
3. INVESTMENTS:
- ---------------
The fair market values of individual assets that represent 5% or more of the
Plan's net assets as of December 31, 1995 and 1994, are as follows:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
New Horizons Fund .................................... $ -- $ 370,352
Prime Reserve Fund ................................... -- 323,187
Equity Income Fund ................................... -- 375,565
Capital Appreciation Fund ............................ -- 140,430
Spectrum Income Fund ................................. -- 289,368
Spectrum Growth Fund ................................. -- 650,004
Fidelity Advisor Growth Opportunities Fund............ 1,119,111 --
Merrill Lynch Global Allocation Fund ................. 606,851 --
Merrill Lynch Corporate Bond Fund
Invesment Grade ................................... 298,827 --
Oppenheimer Main Street Income and
Growth Fund ...................................... 1,119,212 --
Merrill Lynch Retirement Preservation Trust........... 392,177 --
</TABLE>
4. EXCESS CONTRIBUTIONS PAYABLE:
- -------------------------------
Excess contributions totaling $48,981 were made by certain participants
during 1995 and were returned to such participants during 1996.
5. TAX STATUS:
- --------------
The Company received a favorable determination letter, dated December 19, 1995,
which, according to Section 401(a) of the Code, permits the plan to be exempt
from federal income tax under the provisions of Section 501(a) of the Code.
Therefore, the Plan and related trust are exempt from federal income taxes
according to section 501 of the Code.
6. PLAN TERMINATION:
- --------------------
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of plan termination,
participants will become fully vested in their account balances.
<PAGE>
7. RECONCILIATION TO FORM 5500:
- -------------------------------
The following is a reconciliation of net assets available for benefits according
to the financial statements to Form 5500:
<TABLE>
<CAPTION>
December 31,
------------
1995 1994
---- ----
<S> <C> <C>
Net assets available for benefits per
the financial statements $3,529,986 $2,189,172
Amounts allocated to withdrawing participants (27,922) -
---------- ----------
Net assets available for benefits per Form 5500 $3,502,064 $2,189,172
========== ==========
</TABLE>
The following is a reconciliation of benefits paid to participants according to
the financial statements to Form 5500:
<TABLE>
<CAPTION>
Year Ended
December 31,
1995
---------
<S> <C>
Benefits paid to participants per the financial statements $405,162
Add- Amounts allocated to withdrawing participants at
December 31, 1995 27,922
------
Benefits paid to participants per Form 5500 $433,084
========
</TABLE>
Amounts allocated to withdrawing participants are recorded on Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, but not yet paid as of that date.
As of December 31, 1994, the Plan did not have any pending distributions to
participants who elected to withdraw from the Plan or any other reconciling
items.
8. SUBSEQUENT EVENT:
- --------------------
Effective January 26, 1996, the Company added the Gables Residential Trust Stock
Fund as an investment option for participants of the Plan.
<PAGE>
9. STATEMENTS OF NET ASSETS AND CHANGES IN NET ASSETS BY FUND:
- --------------------------------------------------------------
1995
- ----
<TABLE>
<CAPTION>
OPPENHEIMER
MERRILL MAIN
FIDELITY MERRILL LYNCH STREET MERRILL
ADVISOR LYNCH CORPORATE INCOME LYNCH
GROWTH GLOBAL BOND FUND AND RETIREMENT NEW PRIME
OPPORTUNITIES ALLOCATION INVESTMENT GROWTH PRESERVATION HORIZONS RESERVE
FUND FUND GRADE FUND TRUST FUND FUND
---- ---- ----- ---- ----- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Investments $1,119,111 $606,851 $298,827 $1,119,212 $392,177 $ - $ -
Receivables-
Employer matching contributions - - - - - - -
Salary deferral contributions - - - - - - -
--------- ------- ------- --------- ------- -------- --------
Total assets 1,119,111 606,851 298,827 1,119,212 392,177 - -
Excess contributions payable - - - - - - -
-------- ------- ------- ------- ------- -------- --------
Net assets available for
plan benefits $1,119,111 $606,851 $298,827 $1,119,212 $392,177 $ - $ -
========== ======== ======== ========== ======== ======== ========
CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS:
Additions-
Investment income-
Net appreciation in fair value
of investments $161,980 $ 44,837 $ 17,654 $ 145,490 $ - $ - $ -
Realized gain 5,241 5,112 603 7,141 - - -
Interest and dividends 27,149 41,111 11,339 16,203 22,983 - -
------ ------ ------ ------ ------ ------ ------
Total investment income 194,370 91,060 29,596 168,834 22,983 - -
Contributions-
Participants 271,899 174,814 78,863 287,713 106,655 - -
Employer 82,004 52,324 25,003 92,501 37,643 - -
Rollovers from other plans 9,300 3,942 12,418 3,200 7,046 - -
----- ----- ------ ----- ----- ------ ------
Total contributions 363,203 231,080 116,284 383,414 151,344 - -
------- ------- ------- ------- ------- ------ ------
Total additions 557,573 322,140 145,880 552,248 174,327 - -
Transfers 618,004 337,658 167,718 626,269 439,523 (370,352) (323,187)
Deductions-
Benefits paid to participants 56,466 52,947 14,771 59,305 221,673 - -
------ ------ ------ ------ ------- ------- -------
NET INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 1,119,111 606,851 298,827 1,119,212 392,177 (370,352) (323,187)
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year - - - - - 370,352 323,187
------- ------- ------- ------- ------- ------- -------
End of year $1,119,111 $606,851 $298,827 $1,119,212 $392,177 $ - $ -
========== ======== ======== ========== ======== ======== ========
<CAPTION>
EQUITY EQUITY CAPITAL SPECTRUM SPECTRUM
INDEX INCOME APPREC. INCOME GROWTH OTHER
FUND FUND FUND FUND FUND ITEMS TOTAL
---- ---- ---- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Investments $ - $ - $ - $ - $ - $ - $3,536,178
Receivables-
Employer matching contributions - - - - - 10,344 10,344
Salary deferral contributions - - - - - 32,445 32,445
------ ------ ------ ------ ------ ------ ----------
Total assets - - - - - 42,789 3,578,967
Excess contributions payable - - - - - 48,981 48,981
------ ------ ------ ------ ------ ------ ----------
Net assets available for
plan benefits $ - $ - $ - $ - $ - $(6,192) $3,529,986
====== ====== ====== ====== ====== ======= ==========
CHANGES IN NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Additions-
Investment income-
Net appreciation in fair value
of investments $ - $ - $ - $ - $ - $ - $ 369,961
Realized gain - - - - - - 18,097
Interest and dividends - - - - - - 118,785
------ ------ ------ ------ ------ ------ ---------
Total investment income - - - - - - 506,843
Contributions-
Participants - - - - - (16,536) 903,408
Employer - - - - - 10,344 299,819
Rollovers from other plans - - - - - - 35,906
------ ------ ------ ------ ------ -------- ---------
Total contributions - - - - - (6,192) 1,239,133
------ ------ ------ ------ ------ -------- ---------
Total additions - - - - - (6,192) 1,745,976
Transfers (24,561) (375,565) (140,430) (289,368) (650,004) (15,705) -
Deductions-
Benefits paid to participants - - - - - - 405,162
------ ------ ------ ------ ------ ------- -------
NET INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS (24,561) (375,565) (140,430) (289,368) (650,004) (21,897) 1,340,814
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year
24,561 375,565 140,430 289,368 650,004 15,705 2,189,172
------ ------- ------- ------- ------- ------ ---------
End of year $ - $ - $ - $ - $ - $(6,192) $3,529,986
====== ======= ======= ======= ======= ======= =========
</TABLE>
<PAGE>
9. STATEMENTS OF NET ASSETS AND CHANGES IN NET ASSETS BY FUND (Continued):
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>
1994
- ----
NEW PRIME EQUITY EQUITY CAPITAL SPECTRUM SPECTRUM
HORIZONS RESERVE INDEX INCOME APPRECIATION INCOME GROWTH OTHER
FUND FUND FUND FUND FUND FUND FUND ITEMS TOTAL
---- ---- ---- ---- ---- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Investments $370,352 $323,187 $24,561 $375,565 $140,430 $289,368 $650,004 $ - $2,173,467
Contributions receivable - - - - - - - 15,705 15,705
-------- -------- ------- ------ ------ ------- ------- ------ ---------
Net assets available for
plan benefits $370,352 $323,187 $24,561 $375,565 $140,430 $289,368 $650,004 $15,705 $2,189,172
======= ======= ====== ======= ======= ======= ======= ====== =========
CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS:
Additions-
Investment income-
Net depreciation in fair
value of investments $(25,304) $ - $ (309) $(12,668) $ (7,287) $ (14,840) $(35,912) $ - $ (96,320)
Realized gain (loss) (1,939) - 82 448 28 (801) 178 - (2,004)
Interest and dividends 31,335 8,273 (397) 27,532 10,629 15,326 46,921 - 139,619
------ ----- ---- ------ ------ ------ ------ ------- -------
Total investment income 4,092 8,273 (624) 15,312 3,370 (315) 11,187 - 41,295
Contributions-
Participants 80,814 69,452 9,796 66,120 28,217 60,969 122,254 8,998 446,620
Employer 59,101 50,218 6,952 48,777 20,612 43,858 87,149 6,707 323,374
Rollovers from other plans 251,414 237,476 24,927 268,686 95,266 213,236 444,835 - 1,535,840
------- ------- ------ ------- ------ ------- ------- ------- ----------
Total contributions 391,329 357,146 41,675 383,583 144,095 318,063 654,238 15,705 2,305,834
Total additions 395,421 365,419 41,051 398,895 147,465 317,748 665,425 15,705 2,347,129
------- ------- ------ ------- ------- ------- ------- ------ ----------
Deductions-
Benefits paid to
participants (20,209) (24,775) (16,425) (28,109) (5,085) (28,380) (34,974) - (157,957)
Net exchanges (4,860) (17,457) (65) 4,779 (1,950) - 19,553 - -
------ ------- --- ----- ------ ------- ------ ------ ---------
Total deductions (25,069) (42,232) (16,490) (23,330) (7,035) (28,380) (15,421) - (157,957)
------- ------- ------- ------- ------ ------- ------- ------ ---------
NET INCREASE IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 370,352 323,187 24,561 375,565 140,430 289,368 650,004 15,705 2,189,172
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of period - - - - - - - - -
------- ------- ------- ------- ------- ------- ------- ------- ---------
End of period $370,352 $323,187 $24,561 $375,565 $140,430 $289,368 $650,004 $15,705 $2,189,172
======== ======== ======= ======== ======== ======== ======== ======= ==========
</TABLE>
<PAGE>
SCHEDULE I
GABLES RESIDENTIAL TRUST 401(k) PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1995
EIN: 58-2135802
PLAN # 001
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
IDENTITY OF ISSUER DESCRIPTION COST VALUE CURRENT VALUE
- -- ------------------ ----------- ---------- -------------
<S> <C> <C> <C> <C>
Mutual Funds:
* Merrill Lynch Fidelity Advisor Growth Opportunities
Fund $ 957,131 $1,119,111
* Merrill Lynch Merrill Lynch Global Allocation Fund 562,014 606,851
* Merrill Lynch Merrill Lynch Corporate Bond Fund
Investment Grade 281,173 298,827
* Merrill Lynch Oppenheimer Main Street Income
Growth Fund 973,722 1,119,212
* Merrill Lynch Merrill Lynch Retirement Preservation
Trust 392,177 392,177
------- -------
$3,166,217 $3,536,178
========== ==========
<FN>
* Column (a) indicates each identified person/entity known to be a
party-in-interest.
This supplemental schedule lists assets held for investment purposes at
December 31, 1995, as required by the Department of Labor Rules and Regulations
for Reporting and Disclosure.
</FN>
</TABLE>
<PAGE>
GABLES RESIDENTIAL TRUST 401(k) PLAN
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
EIN: 58-2135802
PLAN # 001
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g) (h) (i)
CURRENT VALUE
IDENTITY OF PURCHASE SELLING COST OF (ON DATE OF NET
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET TRANSACTION) GAIN/(LOSS)
- -------------- -------------------- ----- ----- ----- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
INDIVIDUAL
TRANSACTIONS:
Mutual Funds:
T. Rowe Price New Horizons Fund $ - $ 370,352 $395,656 $370,352 $(25,304)
T. Rowe Price Prime Reserve Fund - 323,187 323,187 323,187 -
T. Rowe Price Equity Index Fund - 24,561 24,870 24,561 (309)
T. Rowe Price Equity Income Fund - 375,565 388,233 375,565 (12,668)
T. Rowe Price Capital Appreciation Fund - 140,430 147,717 140,430 (7,287)
T. Rowe Price Spectrum Income Fund - 289,368 304,208 289,368 (14,840)
T. Rowe Price Spectrum Growth Fund - 650,004 685,916 650,004 (35,912)
SERIES OF
TRANSACTIONS:
Mutual Funds:
Merrill Lynch Fidelity Advisor Growth
Opportunities Fund $ - $ 59,017 $ 53,776 $ 59,017 $5,241
Merrill Lynch Fidelity Advisor Growth
Opportunities Fund 968,464 - 968,464 968,464 -
Merrill Lynch Merrill Lynch Retirement Preservation
Trust - 224,367 224,367 224,367 -
Merrill Lynch Merrill Lynch Retirement Preservation
Trust 605,597 - 605,597 605,597 -
Merrill Lynch Merrill Lynch Global Allocation Fund - 68,857 63,745 68,857 5,112
Merrill Lynch Merrill Lynch Global Allocation Fund 601,664 - 601,664 601,664 -
Merrill Lynch Merrill Lynch Corporate Bond Fund
Investment Grade - 25,689 25,086 25,689 603
Merrill Lynch Merrill Lynch Corporate Bond Fund
Investment Grade 292,608 - 292,608 292,608 -
Merrill Lynch Oppenheimer Main Street Income and
Growth Fund - 194,792 187,651 194,792 7,141
Merrill Lynch Oppenheimer Main Street Income and
Growth Fund 1,101,833 - 1,101,833 1,101,833 -
Merrill Lynch CMA Money Fund - 3,692,538 3,692,538 3,692,538 -
Merrill Lynch CMA Money Fund 3,692,538 - 3,692,538 3,692,538 -
<FN>
Columns (e) Lease Rental and (f) Expense Incurred with Transaction are not
applicable to this plan and have been omitted accordingly.
This supplemental schedule lists individual and series of transactions in
excess of 5% of the fair market value of plan assets at the beginning of the
year as required by the Department of Labor Rules and Regulations for Reporting
and Disclosure.
</FN>
</TABLE>
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the members of the Investment Committee of the undersigned plan have duly caused
this annual report to be signed on its behalf by the undersigned thereunto duly
authorized.
GABLES RESIDENTIAL TRUST
401 (K) PLAN
Date: July 11, 1996 By: /s/ Marvin R. Banks, Jr.
------------------------
Marvin R. Banks, Jr.
Chairman, Investment Committee
of the Plan
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description
- ------ -----------
23.1 Consent of Independent Public Accountants
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated June 30, 1996, included in this Form 11-K as of
December 31, 1995 and 1994, and for the year ended December 31, 1995, and for
the period from inception (January 25, 1994) to December 31, 1994, into Gables
Residential Trust's previously filed Registration Statement on Form S-8 File No.
333-00618 and to all references to our firm therein.
/s/ Arthur Andersen LLP
Dallas, Texas,
July 9, 1996
