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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GABLES RESIDENTIAL TRUST
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(Exact name of registrant as specified in its charter)
Maryland 58-2077868
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2859 Paces Ferry Road, Suite 1450
Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box.[ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Class Name of Each Exchange on
to be so Registered which Class is to be Registered
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8.30% Series A Cumulative Redeemable New York Stock Exchange
Preferred Shares, par value $.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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(title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
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A description of the 8.30% Series A Cumulative Redeemable Preferred Shares,
par value $.01 per share ("Series A Preferred Shares"), of Gables Residential
Trust (the "Company") is contained in a Prospectus Supplement dated July 21,
1997 filed under Rule 424(b)(2), which supplements the Prospectus contained in
the Company's Registration Statement on Form S-3, as amended (File No.
333-14329), which became effective on November 7, 1996. Such Prospectus
Supplement is incorporated herein by reference for all purposes.
Item 2. Exhibits
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The securities described herein are to be registered on the New York Stock
Exchange, on which other securities of the Company are registered. Accordingly,
the following exhibits, required to be filed herewith in accordance with Part I
to the Instructions as to Exhibits to Form 8-A, have been duly filed with the
New York Stock Exchange:
(1) Articles Supplementary of the Company relating to the
Series A Cumulative Redeemable Preferred Shares of the Company.
(2) Amended and Restated Declaration of Trust of the Company.
(Incorporated by reference to Exhibit 3.1(i)(a) to the Company's
Registration Statement on Form S-11 (File No. 33-70570)
as amended.)
(5) Second Amended and Restated By-laws of Company. (Incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement
on Form 8-A/A-2.)
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Company has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
Gables Residential Trust
By: /s/ Marvin R. Banks, Jr.
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Marvin R. Banks, Jr.
Chief Financial Officer
July 24, 1997
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EXHIBIT 4.1
GABLES RESIDENTIAL TRUST
ARTICLES SUPPLEMENTARY
ESTABLISHING AND FIXING THE RIGHTS AND
PREFERENCES OF A SERIES OF PREFERRED SHARES
Gables Residential Trust, a Maryland real estate investment trust (the
"Trust"), having its principal office in Atlanta, Georgia, hereby certifies to
the State Department of Assessments and Taxation of the State of Maryland that:
FIRST: Pursuant to the authority expressly vested in the Board of Trustees of
the Trust by Article IV of its Amended and Restated Declaration of Trust (which,
as hereafter restated or amended from time to time, are together with these
Articles Supplementary herein called the "Charter"), the Board of Trustees has,
by resolution, duly divided and classified 4,600,000 shares of the Preferred
Shares of the Trust into a series designated 8.30% Series A Cumulative
Redeemable Preferred Shares and has provided for the issuance of such series.
SECOND: Subject in all cases to the provisions of the Charter of the Trust,
including without limitation, Article V with respect to limitations on the
transfer and ownership of Shares, the following is a description of the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption of the 8.30% Series A Cumulative Redeemable Preferred Shares of the
Trust:
(1) Designation and Number. A series of Preferred Shares, designated the
"8.30% Series A Cumulative Redeemable Preferred Shares" (the "Series A Preferred
Shares"), is hereby established. The number of Series A Preferred Shares hereby
authorized shall be 4,600,000.
(2) Rank. The Series A Preferred Shares shall, with respect to dividend rights
and rights upon liquidation, dissolution or winding up of the Trust, rank (a)
senior to all classes or series of Common Shares of the Trust, and to all equity
securities issued by the Trust ranking junior to such Series A Preferred Shares;
(b) on a parity with all other equity securities issued by the Trust the terms
of which specifically provide that such equity securities rank on a parity with
the Series A Preferred Shares; and (c) junior to all equity securities issued by
the Trust the terms of which specifically provide that such equity securities
rank senior to the Series A Preferred Shares. The term "equity securities" shall
not include convertible debt securities.
(3) Dividends.
(a) Holders of the then outstanding Series A Preferred Shares shall be
entitled to receive, when and as declared by the Board of Trustees, out of funds
legally available for the payment of dividends, cumulative preferential cash
dividends at the rate of 8.30% of the $25.00 liquidation preference per annum
(equivalent to a fixed annual amount of $2.075 per
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share). Such dividends shall be cumulative from the first date on which any
Series A Preferred Shares are issued and shall be payable quarterly in arrears
on or before March 15, June 15, September 15 and December 15 of each year or, if
not a business day, the next succeeding business day (each, a "Dividend Payment
Date"). The quarterly period between Dividend Payment Dates is referred to
herein as a "dividend period" and the dividend which shall accrue in respect of
any full dividend period shall be $0.51875 regardless of the actual number of
days in such full dividend period. The first dividend, which will be paid on
September 15, 1997, will be for less than a full quarter. Such dividend and any
dividend payable on the Series A Preferred Shares for any partial dividend
period will be computed on the basis of a 360-day year consisting of twelve
30-day months. Dividends will be payable to holders of record as they appear in
the stock records of the Trust at the close of business on the applicable record
date, which shall be the first day of the calendar month in which the applicable
Dividend Payment Date falls or on such other date designated by the Board of
Trustees of the Trust as the record date for the payment of dividends on the
Series A Preferred Shares that is not more than 30 nor less than 10 days prior
to such Dividend Payment Date (each, a "Dividend Record Date").
(b) No dividends on Series A Preferred Shares shall be declared by the
Board of Trustees of the Trust or paid or set apart for payment by the Trust at
such time as the terms and provisions of any agreement of the Trust, including
any agreement relating to its indebtedness, prohibits such declaration, payment
or setting apart for payment or provides that such declaration, payment or
setting apart for payment would constitute a breach thereof or a default
thereunder, or if such declaration or payment shall be restricted or prohibited
by law.
(c) Notwithstanding the foregoing, dividends on the Series A Preferred
Shares shall accrue whether or not the terms and provisions set forth in Section
3(b) hereof at any time prohibit the current payment of dividends, whether or
not the Trust has earnings, whether or not there are funds legally available for
the payment of such dividends and whether or not such dividends are declared.
Accrued but unpaid dividends on the Series A Preferred Shares will accumulate as
of the Dividend Payment Date on which they first become payable.
(d) Except as provided in Section 3(e) below, no dividends will be
declared or paid or set apart for payment on any capital stock of the Trust or
any other series of Preferred Shares ranking, as to dividends, on a parity with
or junior to the Series A Preferred Shares (other than a dividend in shares of
the Trust's Common Shares or in any other class of shares of beneficial interest
ranking junior to the Series A Preferred Shares as to dividends and upon
liquidation) for any period unless full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for such payment on the Series A Preferred Shares
for all past dividend periods and the then current dividend period.
(e) When dividends are not paid in full (and a sum sufficient for such
full payment is not so set apart) upon the Series A Preferred Shares and the
shares of any other series of Preferred Shares ranking on a parity as to
dividends with the Series A Preferred Shares, all
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dividends declared upon the Series A Preferred Shares and any other series of
Preferred Shares ranking on a parity as to dividends with the Series A Preferred
Shares shall be declared pro rata so that the amount of dividends declared per
share of Series A Preferred Shares and such other series of Preferred Shares
shall in all cases bear to each other the same ratio that accrued dividends per
share on the Series A Preferred Shares and such other series of Preferred Shares
(which shall not include any accrual in respect of unpaid dividends for prior
dividend periods if such Preferred Shares do not have a cumulative dividend)
bear to each other. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on Series A Preferred
Shares which may be in arrears.
(f) Except as provided in the immediately preceding paragraph, unless full
cumulative dividends on the Series A Preferred Shares have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for payment for all past dividend periods and the
then current dividend period, no dividends (other than in Common Shares or other
shares of beneficial interest ranking junior to the Series A Preferred Shares as
to dividends and upon liquidation) shall be declared or paid or set aside for
payment, nor shall any other distribution be declared or made, upon the Common
Shares or any other shares of beneficial Interest of the Trust ranking junior to
or on a parity with the Series A Preferred Shares as to dividends or upon
liquidation, nor shall any Common Shares, or any other shares of beneficial
interest of the Trust ranking junior to or on a parity with the Series A
Preferred Shares as to dividends or upon liquidation be redeemed, purchased or
otherwise acquired for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any such shares) by the Trust
(except by conversion into or exchange for other shares of beneficial interest
of the Trust ranking junior to the Series A Preferred Shares as to dividends and
upon liquidation).
(g) Any dividend payment made on Series A Preferred Shares shall first be
credited against the earliest accrued but unpaid dividend due with respect to
such shares which remains payable. Holders of the Series A Preferred Shares
shall not be entitled to any dividend, whether payable in cash, property or
securities in excess of full cumulative dividends on the Series A Preferred
Shares as described above.
(4) Liquidation Preference.
(a) Upon any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Trust, the holders of Series A Preferred Shares then
outstanding are entitled to be paid out of the assets of the Trust legally
available for distribution to its stockholders a liquidation preference of
$25.00 per share, plus an amount equal to any accrued and unpaid dividends to
the date of payment, before any distribution of assets is made to holders of
Common Shares or any other class or series of shares of beneficial interest of
the Trust that ranks junior to the Series A Preferred Shares as to liquidation
rights.
(b) In the event that, upon any such voluntary or involuntary liquidation,
dissolution or winding up, the available assets of the Trust are insufficient to
pay the amount of the
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liquidating distributions on all outstanding Series A Preferred Shares and the
corresponding amounts payable on all shares of other classes or series of shares
of beneficial interest of the Trust ranking on a parity with the Series A
Preferred Shares in the distribution of assets, then the holders of the Series A
Preferred Shares and all other such classes or series of shares of beneficial
interest shall share ratably in any such distribution of assets in proportion to
the full liquidating distributions to which they would otherwise be respectively
entitled.
(c) After payment of the full amount of the liquidating distributions to
which they are entitled, the holders of Series A Preferred Shares will have no
right or claim to any of the remaining assets of the Trust.
(d) Written notice of any such liquidation, dissolution or winding up of
the Trust, stating the payment date or dates when, and the place or places
where, the amounts distributable in such circumstances shall be payable, shall
be given by first class mail, postage pre-paid, not less than 30 nor more than
60 days prior to the payment date stated therein, to each record holder of the
Series A Preferred Shares at the respective addresses of such holders as the
same shall appear on the stock transfer records of the Trust.
(e) The consolidation or merger of the Trust with or into any other
corporation, trust or entity or of any other corporation with or into the Trust,
or the sale, lease or conveyance of all or substantially all of the property or
business of the Trust, shall not be deemed to constitute a liquidation,
dissolution or winding up of the Trust.
(5) Redemption.
(a) Right of Optional Redemption; Application of "Excess Share" Provision.
The Series A Preferred Shares are not redeemable prior to July 24, 2002.
However, in an effort to ensure that the Trust remains a qualified real estate
investment trust ("REIT") for federal income tax purposes, in accordance with
the Charter the Series A Preferred Shares are, together with all other shares of
beneficial interest of the Trust, subject in all respects to the provisions of
Article V of the Charter. In addition, for so long as any Series A Preferred
Shares are outstanding, the definition of "Ownership Limit" in Article V shall
be read so that the following clause is appended to the end thereto: "and
provided, further, that so long as any Series A Preferred Shares are
outstanding, "Ownership Limit" shall also mean 9.8% of the outstanding Series A
Preferred Shares." Accordingly, pursuant to Sections 5.5.1 and 5.5.7 of the
Charter, a purported Transfer (as defined in Article V) of Series A Preferred
Shares as a result of which any person would Beneficially Own (as defined in
Article V) more than 9.8% of the outstanding Series A Preferred Shares will
cause such excess to automatically be exchanged for Excess Shares, and the Trust
will have the right to purchase such Excess Shares from the holder.
On and after July 24, 2002, the Trust, at its option and upon not less
than 30 nor more than 60 days' written notice, may redeem the Series A Preferred
Shares, in whole or in part, at any time or from time to time, for cash at a
redemption price of $25.00 per share, plus all
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accrued and unpaid dividends thereon to the date fixed for redemption (except as
provided in Section 5(c) below), without interest. If less than all of the
outstanding Series A Preferred Shares is to be redeemed, the Series A Preferred
Shares to be redeemed shall be selected pro rata (as nearly as may be
practicable without creating fractional shares) or by any other equitable method
determined by the Trust.
(b) Limitations on Redemption.
(i) The redemption price of the Series A Preferred Shares (other
than the portion thereof consisting of accrued and unpaid dividends) is payable
solely out of the sale proceeds of other capital stock of the Trust, which may
include other series of Preferred Shares, and from no other source. For purposes
of the preceding sentence, "capital stock" means any shares of beneficial
interest of the Trust (including Common Shares and Preferred Shares), or any
other interest, participation or other ownership interests (however designated)
and any rights (other than debt securities convertible into or exchangeable for
equity securities) or options to purchase any of the foregoing.
(ii) Unless full cumulative dividends on all Series A Preferred
Shares shall have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof set apart for payment for all past
dividend periods and the then current dividend period, no Series A Preferred
Shares shall be redeemed unless all outstanding Series A Preferred Shares are
simultaneously redeemed, and the Trust shall not purchase or otherwise acquire
directly or indirectly any Series A Preferred Shares (except by exchange for
shares of beneficial interest of the Trust ranking junior to the Series A
Preferred Shares as to dividends and upon liquidation); provided, however, that
the foregoing shall not prevent the purchase by the Trust of Excess Shares in
order to ensure that the Trust remains qualified as a REIT for federal income
tax purposes or the purchase or acquisition of Series A Preferred Shares
pursuant to a purchase or exchange offer made on the same terms to holders of
all outstanding Series A Preferred Shares.
(c) Payment of Dividends in Connection with Redemption. Immediately prior
to any redemption of Series A Preferred Shares, the Trust shall pay, in cash,
any accumulated and unpaid dividends through the redemption date, unless a
redemption date falls after a Dividend Record Date and prior to the
corresponding Dividend Payment Date, in which case each holder of Series A
Preferred Shares at the close of business on such Dividend Record Date shall be
entitled to the dividend payable on such shares on the corresponding Dividend
Payment Date notwithstanding the redemption of such shares before such Dividend
Payment Date. Except as provided above, the Trust will make no payment or
allowance for unpaid dividends, whether or not in arrears, on Series A Preferred
Shares which are redeemed.
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(d) Procedures for Redemption.
(i) Notice of redemption will be (A) given by publication in a
newspaper of general circulation in the City of New York, such publication to be
made once a week for two successive weeks commencing not less than 30 nor more
than 60 days prior to the redemption date, and (B) mailed by the Trust, postage
prepaid, not less than 30 nor more than 60 days prior to the redemption date,
addressed to the respective holders of record of the Series A Preferred Shares
to be redeemed at their respective addresses as they appear on the stock
transfer records of the Trust. No failure to give such notice or any defect
thereto or in the mailing thereof shall affect the validity of the proceedings
for the redemption of any shares of Series A Preferred Shares except as to the
holder to whom notice was defective or not given.
(ii) In addition to any information required by law or by the
applicable rules of any exchange upon which Series A Preferred Shares may be
listed or admitted to trading, such notice shall state: (A) the redemption date;
(B) the redemption price; (C) the number of shares of Series A Preferred Shares
to be redeemed; (D) the place or places where the Series A Preferred Shares are
to be surrendered for payment of the redemption price; and (E) that dividends on
the shares to be redeemed will cease to accrue on such redemption date. If less
than all of the Series A Preferred Shares held by any holder are to be redeemed,
the notice mailed to such holder shall also specify the number of Series A
Preferred Shares held by such holder to be redeemed.
(iii) If notice of redemption of any Series A Preferred Shares has
been given and if the funds necessary for such redemption have been set aside by
the Trust in trust for the benefit of the holders of any Series A Preferred
Shares so called for redemption, then from and after the redemption date
dividends will cease to accrue on such Series A Preferred Shares, such Series A
Preferred Shares shall no longer be deemed outstanding and all rights of the
holders of such shares will terminate, except the right to receive the
redemption price. Holders of Series A Preferred Shares to be redeemed shall
surrender such Series A Preferred Shares at the place designated in such notice
and, upon surrender in accordance with said notice of the certificates for
Series A Preferred Shares so redeemed (properly endorsed or assigned for
transfer, if the Trust shall so require and the notice shall so state), such
Series A Preferred Shares shall be redeemed by the Trust at the redemption price
plus any accrued and unpaid dividends payable upon such redemption. In case less
than all the Series A Preferred Shares represented by any such certificate are
redeemed, a new certificate or certificates shall be issued representing the
unredeemed Series A Preferred Shares without cost to the holder thereof.
(iv) The deposit of funds with a bank or trust corporation for the
purpose of redeeming Series A Preferred Shares shall be irrevocable except that:
(A) the Trust shall be entitled to receive from such bank or
trust corporation the interest or other earnings, if any, earned on any money so
deposited in trust,
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and the holders of any shares redeemed shall have no claim to such interest or
other earnings; and
(B) any balance of monies so deposited by the Trust and
unclaimed by the holders of the Series A Preferred Shares entitled thereto at
the expiration of two years from the applicable redemption dates shall be
repaid, together with any interest or other earnings thereon, to the Trust, and
after any such repayment, the holders of the shares entitled to the funds so
repaid to the Trust shall look only to the Trust for payment without interest or
other earnings.
(e) Excess Share Provisions. The Series A Preferred Shares are subject to
the provisions of Article V of the Charter, including, without limitation, the
provision for the redemption of Excess Shares. In addition to the redemption
rights set forth in Article V of the Charter, Excess Shares issued upon exchange
of Series A Preferred Shares pursuant to such Article may be redeemed, in whole
or in part, at any time when outstanding Series A Preferred Shares are being
redeemed, for cash at a redemption price of $25.00 per share, plus all accrued
and unpaid dividends on the Series A Preferred Shares, which were exchanged for
such Excess Shares, through the date of such exchange, without interest. If the
Trust elects to redeem Excess Shares pursuant to the redemption right set forth
in the preceding sentence, such Excess Shares shall be redeemed in such
proportion and in accordance with such procedures as Series A Preferred Shares
are being redeemed.
(f) Status of Redeemed Shares. Any Series A Preferred Shares that shall at
any time have been redeemed shall, after such redemption, have the status of
authorized but unissued Preferred Shares, without designation as to series until
such shares are thereafter designated as part of a particular series by the
Board of Trustees.
(6) Voting Rights.
(a) Holders of the Series A Preferred Shares will not have any voting
rights, except as set forth below or as otherwise from time to time required by
law.
(b) Whenever dividends on any Series A Preferred Shares shall be in
arrears for six or more quarterly periods (a "Preferred Dividend Default"), the
holders of such Series A Preferred Shares (voting separately as a class with the
holders of all other series of Preferred Shares ranking on a parity with the
Series A Preferred Shares as to dividends or upon liquidation ("Parity
Preferred") upon which like voting rights have been conferred and are
exercisable) will be entitled to vote for the election of a total of two
trustees of the Trust (the "Preferred Share Trustees") at a special meeting
called by the holders of record of at least 20% of the Series A Preferred Shares
or the holders of any other series of Parity Preferred so in arrears (unless
such request is received less than 90 days before the date fixed for the next
annual or special meeting of shareholders) or at the next annual meeting of
shareholders, and at each subsequent annual meeting until all dividends
accumulated on such Series A Preferred Shares for the past dividend periods and
the dividend for the then current dividend period shall
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have been fully paid or declared and a sum sufficient for the payment thereof
set aside for payment.
(c) If and when all accumulated dividends and the dividend for the then
current dividend period on the Series A Preferred Shares shall have been paid in
full or set aside for payment in full, the holders of Series A Preferred Shares
shall be divested of the voting rights set forth in Section 6(b) hereof (subject
to revesting in the event of each and every Preferred Dividend Default) and, if
all accumulated dividends and the dividend for the current dividend period have
been paid in full or set aside for payment in full on all other series of Parity
Preferred upon which like voting rights have been conferred and are exercisable,
the term of office of each Preferred Share Trustee so elected shall terminate.
Any Preferred Share Trustee may be removed at any time with or without cause by
the vote of, and shall not be removed otherwise than by the vote of, the holders
of record of a majority of the outstanding Series A Preferred Shares when they
have the voting rights set forth in Section 6(b) (voting separately as a class
with all other series of Parity Preferred upon which like voting rights have
been conferred and are exercisable). So long as a Preferred Dividend Default
shall continue, any vacancy in the office of a Preferred Share Trustee may be
filled by written consent of the Preferred Share Trustee remaining in office, or
if none remains in office, by a vote of the holders of record of a majority of
the outstanding Series A Preferred Shares when they have the voting rights set
forth in Section 6(b) (voting separately as a class with all other series of
Parity Preferred upon which like voting rights have been conferred and are
exercisable). The Preferred Share Trustees shall each be entitled to one vote
per trustee on any matter.
(d) So long as any Series A Preferred Shares remain outstanding, the Trust
shall not, without the affirmative vote of the holders of at least two-thirds of
the Series A Preferred Shares outstanding at the time, given in person or by
proxy, either in writing or at a meeting (voting separately as a class), (i)
authorize or create, or increase the authorized or issued amount of, any class
or series of shares of beneficial interest ranking senior to the Series A
Preferred Shares with respect to payment of dividends or the distribution of
assets upon liquidation, dissolution or winding up or reclassify any authorized
shares of beneficial interest of the Trust into any such shares, or create,
authorize or issue any obligation or security convertible into or evidencing the
right to purchase any such shares or (ii) amend, alter or repeal the provisions
of the Charter, whether by merger, consolidation or otherwise, so as to
materially and adversely affect any right, preference, privilege or voting power
of the Series A Preferred Shares or the holders thereof; provided, however, that
with respect to the occurrence of any event set forth in (ii) above, so long as
the Series A Preferred Shares remain outstanding with the terms thereof
materially unchanged or, if the Trust is not the surviving entity in such
transaction, are exchanged for a security of the surviving entity with terms
that are materially the same as the Series A Preferred Shares, the occurrence of
any such event shall not be deemed to materially and adversely affect such
rights, preferences, privileges or voting powers of the holders of the Series A
Preferred Shares and; provided, further, that (i) any increase in the amount of
the authorized Preferred Shares or the creation or issuance of any other series
of Preferred Shares, or any increase in the amount of authorized shares of such
series, in each case ranking on a parity with or junior to the Series A
Preferred Shares
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with respect to payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up, shall not be deemed to materially and
adversely affect such rights, preferences, privileges or voting powers and (ii)
any amendment to Article V of the Charter relating to Excess Shares, the
Ownership Limit or any other matter described therein of any type or nature
shall in no event be deemed to materially and adversely affect such rights,
preferences, privileges or voting powers so long as after such amendment any
single holder may "beneficially own" (as defined in Article V prior to or after
such amendment) 9.8% of the outstanding Series A Preferred Shares and 9.8% of
any other class or series of shares of beneficial interest without violating the
Ownership Limit.
(e) The foregoing voting provisions will not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required to
be effected, all outstanding Series A Preferred Shares shall have been redeemed
or called for redemption upon proper notice and sufficient funds shall have been
deposited in trust to effect such redemption.
(7) Conversion. The Series A Preferred Shares are not convertible into or
exchangeable for any other property or securities of the Trust, except that the
Series A Preferred Shares will automatically be exchanged by the Trust for
Excess Shares, in accordance with Article V of the Charter in the same manner
that Common Shares are exchanged for Excess Shares pursuant thereto, in order to
ensure that the Trust remains qualified as a REIT for federal income tax
purposes.
THIRD: These Articles Supplementary shall be effective at the time the State
Department of Assessments and Taxation of Maryland accepts these Articles
Supplementary for record.
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IN WITNESS WHEREOF, GABLES RESIDENTIAL TRUST has caused these presents to
be signed in its name and on its behalf by its Chairman and Chief Executive
Officer on July 22, 1997.
GABLES RESIDENTIAL TRUST
By: /s/ Marcus E. Bromley
------------------------------------
Marcus E. Bromley
Trustee, Chairman of the Board and
Chief Executive Officer
THE UNDERSIGNED, as Trustee, Chairman of the Board and Chief Executive
Officer of Gables Residential Trust, who executed on behalf of the Trust the
Articles Supplementary of which this Certificate is made a part, hereby
acknowledges in the name and on behalf of said Trust the foregoing Articles
Supplementary to be the act of said Trust by resolution adopted by a majority of
the Trust's trustees and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.
/s/ Marcus E. Bromley (SEAL)
------------------------------------
Marcus E. Bromley
Trustee, Chairman of the Board and
Chief Executive Officer
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