As filed with the Securities and Exchange Commission on May 15, 1997
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
Gables Residential Trust
(Exact name of Registrant as specified in its charter)
Maryland 58-2077868
(State of incorporation) (I.R.S. Employer Identification Number)
2859 Paces Ferry Road
Overlook III, Suite 1450
Atlanta, Georgia 30339
(770) 436-4600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
GABLES RESIDENTIAL TRUST
Second Amended and Restated 1994 Share Option and Incentive Plan, as amended
(Full Title of the Plan)
____________________________
Marcus E. Bromley
Chairman of the Board of Trustees and Chief Executive Officer
GABLES RESIDENTIAL TRUST
2859 Paces Ferry Road
Overlook III, Suite 1450
Atlanta, Georgia 30339
(770) 436-4600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________________
With copies to:
Gilbert G. Menna, P.C.
Ettore A. Santucci, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
_____________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
Being Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
---------------- -------------- ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Shares of 1,000,000 shares $25.375 (2) $25,375,000 $7,690
Beneficial Interest
<FN>
(1) Plus such additional number of shares as may be required pursuant to the
Second Amended and Restated 1994 Share Option and Incentive Plan, as amended in
the event of a stock dividend, reverse stock split, split-up, recapitalization
or other similar event.
(2) This estimate is based on the average of the high and low sales prices on
the New York Stock Exchange of the Common Shares of Beneficial Interest of
Gables Residential Trust on May 13, 1997, pursuant to Rule 457(c) and (h) under
the Securities Act, solely for purposes of determining the registration fee.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
------------------------------------------------
Pursuant to General Instruction E of Form S-8, Gables Residential Trust
(the "Registrant") hereby incorporates by reference the contents of the
Registrant's Registration Statement on Form S-8 (No. 33-83054) as previously
filed with the Securities and Exchange Commission on August 18, 1994 (the
"Original Registration Statement"). This Registration Statement is being filed
to register an additional 1,000,000 shares of the Registrant's Common Shares of
Beneficial Interest subject to issuance under the Registrant's Second Amended
and Restated 1994 Stock Option and Incentive Plan, as amended.
Item 8. Exhibits.
---------
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement:
Exhibits
- --------
*4.1 Gables Residential Trust Second Amended and Restated 1994 Share Option and
Incentive Plan, as amended.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities
being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.1 Powers of Attorney (included on page 2 of this registration statement).
_______________________
* Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996.
Page No. 1
<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 Atlanta, Georgia on May 13, 1997.
GABLES RESIDENTIAL TRUST
By: /s/ Marcus E. Bromley
----------------------------------
Marcus E. Bromley
Chairman of the Board of Trustees
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
trustees of Gables Residential Trust hereby severally constitute Marcus E.
Bromley, John T. Rippel and Marvin R. Banks, Jr., and each of them singly, our
true and lawful attorneys with full power to them, and each of them singly, to
sign for us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments to said Registration
Statement, and generally to do all such things in our names and in our
capacities as officers and trustees to enable Gables Residential Trust to comply
with the provisions of the Securities Act of 1933 and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
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 date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Marcus E. Bromley Chairman of the Board of Trustees May 13, 1997
----------------------- and Chief Executive Officer
Marcus E. Bromley (Principal Executive Officer)
/s/ Marvin R. Banks, Jr. Chief Financial Officer (Principal Financial May 13, 1997
------------------------ (Officer and Principal Accounting Officer)
Marvin R. Banks, Jr.
/s/ John T. Rippel President, Chief Operating Officer May 13, 1997
------------------------ and Trustee
John T. Rippel
/s/ David M. Holland Trustee May 13, 1997
------------------------
David M. Holland
/s/ Peter D. Linneman Trustee May 13, 1997
-----------------------
Peter D. Linneman
/s/ Lauralee E. Martin Trustee May 13, 1997
-----------------------
Lauralee E. Martin
/s/ John W. McIntyre Trustee May 13, 1997
----------------------
John W. McIntyre
</TABLE>
Page No. 2
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
*4.1 Gables Residential Trust Second Amended and Restated 1994 Share Option and
Incentive Plan, as amended.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.1 Powers of Attorney (included on page 2 of this registration statement).
* Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996.
Page No. 3
May 13, 1997
Gables Residential Trust
2859 Paces Ferry Road
Overlook III, Suite 1450
Atlanta, Georgia 30339
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), of one million
(1,000,000) common shares of beneficial interest, par value $.01 per share (the
"Shares"), of Gables Residential Trust, a Maryland real estate investment trust
(the "Company").
In connection with rendering this opinion, we have examined the Amended and
Restated Declaration of Trust and the Amended and Restated Bylaws of the
Company; such records of the corporate proceedings of the Company as we deemed
material; a registration statement on Form S-8 under the Securities Act relating
to the Shares (the "Registration Statement"); the Gables Residential Trust
Second Amended and Restated 1994 Share Option and Incentive Plan, as amended;
and such other certificates, receipts, records and documents as we considered
necessary for the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America, the Commonwealth of Massachusetts and the
Maryland General Corporation Law.
Based upon the foregoing, we are of the opinion that when the Shares have
been issued and paid for in accordance with the terms of the Prospectus, the
Shares will be legally issued, fully paid and nonassessable common shares of
beneficial interest, par value $.01 per share, of the Company.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
---------------------------------
GOODWIN, PROCTER & HOAR LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 28, 1997
included (or incorporated by reference) in Gables Residential Trust's Form 10-K
for the year ended December 31, 1996 and to all references to our Firm included
in this registration statement.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Atlanta, Georgia
May 14, 1997
