SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 9, 1997
(Date of Earliest Event Reported)
Commission File No. 1-12590
GABLES RESIDENTIAL TRUST
A MARYLAND CORPORATION
I.R.S. EMPLOYER IDENTIFICATION NO. 58-2077868
2859 PACES FERRY ROAD
ATLANTA, GEORGIA 30339
TELEPHONE: (770) 436-4600
<PAGE>
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ITEM 5. OTHER EVENTS
Apartment Community Acquisitions:
- --------------------------------
Gables Residential Trust (the "Company") is a self-administered and self-managed
real estate investment trust ("REIT"). Substantially all of the Company's
business is conducted through, and all of the Company's interests in property
are held by or through, Gables Realty Limited Partnership (the "Operating
Partnership"), of which the Company is currently an 84.4% economic owner
(excluding the Company's direct or indirect ownership of 100% of the Operating
Partnership's Series A Preferred Units) and which the Company controls
through Gables GP, Inc., a wholly-owned subsidiary of the Company and the sole
general partner of the Operating Partnership. The term "Company" as used herein
means Gables Residential Trust and its subsidiaries on a consolidated basis
(including the Operating Partnership and its subsidiaries).
On May 28, 1997, the Company acquired Wood Mill Apartments, a multifamily
apartment community located in Atlanta, Georgia, comprised of 438 apartment
homes, from The Prudential Insurance Company of America for an aggregate
purchase price of $29.1 million. On September 4, 1997, the Company acquired
Jefferson Forest Apartments, a multifamily apartment community located in
Houston, Texas, comprised of 404 apartment homes, from Jefferson Forest, L.P.
for an aggregate purchase price of $22.6 million. The acquisition costs of Wood
Mill Apartments and Jefferson Forest Apartments (collectively, the "Properties")
were financed through borrowings under the Company's $175 million unsecured
revolving credit facility with Wachovia Bank of Georgia, N.A., as agent bank,
and four other participant banks.
The contracts related to the acquisition of the Properties were negotiated at
arms length between the Company and representatives of the respective sellers.
In assessing the Properties acquired, the Company's management considered the
existing leases, which are the primary source of revenue, the occupancy rates,
the competitive nature of the markets and comparative rental rates. Furthermore,
current and anticipated operating expenses, maintenance and repair costs, real
estate taxes and capital improvement requirements were evaluated. Management is
not aware of any material factors that would cause the reported financial
information in Item 7. to be misleading.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS:
(a) Financial Statements of the Properties Acquired Pursuant to Rule 3-14 of
Regulation S-X
The financial statements relating to the acquisition of Wood Mill
Apartments are attached hereto as Exhibit 99.1 and incorporated herein by this
reference. The financial statements of Jefferson Forest Apartments are attached
hereto as Exhibit 99.2 and incorporated herein by this reference.
(b) Pro Forma Financial Information
The unaudited pro forma financial information relating to the acquisition
of the Properties is attached hereto as Exhibit 99.3 and incorporated herein by
this reference.
(c) Exhibits
Exhibit
No. Description
- -------------------------------------------------------------------------------
99.1 Statements of Excess of Revenues Over Specific Operating Expenses of Wood
Mill Apartments.
99.2 Statements of Excess of Revenues Over Specific Operating Expenses of
Jefferson Forest Apartments.
99.3 Pro Forma Financial Information Related to the Acquisition of the
Properties.
23.1 Consent of Independent Public Accountants.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GABLES RESIDENTIAL TRUST
Date: September 9, 1997 By: /s/ Marvin R. Banks, Jr.
---------------------------------
Marvin R. Banks, Jr.
Senior Vice President and Chief
Financial Officer
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Index to Exhibits
Exhibit
No. Description
- ----------------------------------------------------------------------------
99.1 Statements of Excess of Revenues Over Specific Operating Expenses of Wood
Mill Apartments.
99.2 Statements of Excess of Revenues Over Specific Operating Expenses of
Jefferson Forest Apartments.
99.3 Pro Forma Financial Information Related to the Acquisition of the
Properties.
23.1 Consent of Independent Public Accountants.
<PAGE>
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EXHIBIT 99.1
STATEMENTS OF EXCESS OF REVENUES
OVER SPECIFIC OPERATING EXPENSES
OF WOOD MILL APARTMENTS
FOR THE PERIOD FROM JANUARY 1, 1997 TO MAY 27, 1997 (UNAUDITED)
AND FOR THE YEAR ENDED DECEMBER 31, 1996
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Trustees and Shareholders of Gables Residential Trust:
We have audited the accompanying statement of excess of revenues over specific
operating expenses of Wood Mill Apartments (the "Property") for the year ended
December 31, 1996. This financial statement is the responsibility of the
Property's management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of excess of revenues over specific
operating expenses is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statement. 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 audit provides a
reasonable basis for our opinion.
As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the Property
after acquisition by the Company. The accompanying financial statement was
prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission and is not intended to be a complete
presentation of the Property's revenues and expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the excess of revenues over specific operating expenses
(exclusive of expenses described in Note 2) of Wood Mill Apartments for the year
ended December 31, 1996 in conformity with generally accepted accounting
principles.
/s/ Arthur Andersen LLP
Atlanta, Georgia
September 5, 1997
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WOOD MILL APARTMENTS
STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES
FOR THE PERIOD FROM JANUARY 1, 1997 TO MAY 27, 1997 (UNAUDITED)
AND FOR THE YEAR ENDED DECEMBER 31, 1996
(AMOUNTS IN THOUSANDS)
Year Ended
January 1, 1997 December 31,
to May 27, 1997 1996
----------------- -------------
(Unaudited)
REVENUES:
Rental revenues (Note 1) .................. $1,439 $3,711
Other property revenues .................. 74 126
------- -------
Total property revenues ................. 1,513 3,837
SPECIFIC OPERATING EXPENSES:
Property operating and maintenance ........ 541 1,158
------- -------
EXCESS OF REVENUES OVER SPECIFIC OPERATING
EXPENSES ................................ $ 972 $2,679
======= =======
The accompanying notes are an integral part of these statements.
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WOOD MILL APARTMENTS
NOTES TO STATEMENTS OF EXCESS OF REVENUES
OVER SPECIFIC OPERATING EXPENSES
For the Period From January 1, 1997 to May 27, 1997 (Unaudited)
and the Year Ended December 31, 1996
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Description of Property Acquired
- --------------------------------
On May 28, 1997, Gables Residential Trust (collectively with its subsidiaries,
the "Company") through Gables Realty Limited Partnership (the "Operating
Partnership", of which the Company owns the sole general partner and, as of June
30, 1997, held an approximate 84.6% economic interest), acquired Wood Mill
Apartments, a multifamily apartment community located in Atlanta, Georgia,
comprised of 438 apartment homes (the "Property").
The aggregate purchase price of $29.1 million was financed through borrowings
under the Operating Partnership's $175 million unsecured revolving credit
facility.
Rental Revenue Recognition
- ---------------------------
The Property is leased under operating leases with terms generally equal to one
year or less. Rental revenue is recognized when earned which materially
approximates revenue recognition on a straight-line basis.
2. BASIS OF ACCOUNTING
The accompanying statements of excess of revenues over specific operating
expenses are presented on the accrual basis. These statements have been prepared
in accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties acquired. Accordingly, the
statements exclude certain historical expenses not comparable to the operations
of the Property after acquisition, such as depreciation, interest and management
fees.
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EXHIBIT 99.2
STATEMENTS OF EXCESS OF REVENUES
OVER SPECIFIC OPERATING EXPENSES
OF JEFFERSON FOREST APARTMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED)
AND FOR THE YEAR ENDED DECEMBER 31, 1996
<PAGE>
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Trustees and Shareholders of Gables Residential Trust:
We have audited the accompanying statement of excess of revenues over specific
operating expenses of Jefferson Forest Apartments (the "Property") for the year
ended December 31, 1996. This financial statement is the responsibility of the
Property's management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of excess of revenues over specific
operating expenses is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statement. 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 audit provides a
reasonable basis for our opinion.
As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the Property
after acquisition by the Company. The accompanying financial statement was
prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission and is not intended to be a complete
presentation of the Property's revenues and expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the excess of revenues over specific operating expenses
(exclusive of expenses described in Note 2) of Jefferson Forest Apartments for
the year ended December 31, 1996 in conformity with generally accepted
accounting principles.
/s/ Arthur Andersen LLP
Atlanta, Georgia
September 5, 1997
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JEFFERSON FOREST APARTMENTS
STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES
FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED)
AND FOR THE YEAR ENDED DECEMBER 31, 1996
(AMOUNTS IN THOUSANDS)
Six Months Year Ended
Ended June 30, December 31,
1997 1996
---- ----
(Unaudited)
REVENUES:
Rental revenues (Note 1) ...................... $1,555 $2,560
Other property revenues ...................... 83 152
------- -------
Total property revenues ..................... 1,638 2,712
SPECIFIC OPERATING EXPENSES:
Property operating and maintenance ............ 711 1,394
------- -------
EXCESS OF REVENUES OVER SPECIFIC OPERATING
EXPENSES .................................... $ 927 $1,318
======= =======
The accompanying notes are an integral part of these statements.
<PAGE>
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JEFFERSON FOREST APARTMENTS
NOTES TO STATEMENTS OF EXCESS OF REVENUES
OVER SPECIFIC OPERATING EXPENSES
For the Six Months Ended June 30, 1997 (Unaudited)
and the Year Ended December 31, 1996
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Description of Property Acquired
- --------------------------------
On September 4, 1997, Gables Residential Trust (collectively with its
subsidiaries, the "Company") through Gables Realty Limited Partnership (the
"Operating Partnership", of which the Company owns the sole general partner and,
as of June 30, 1997, held an approximate 84.6% economic interest), acquired
Jefferson Forest Apartments, a multifamily apartment community located in
Houston, Texas, comprised of 404 apartment homes (the "Property").
The aggregate purchase price of $22.6 million was financed through borrowings
under the Operating Partnership's $175 million unsecured revolving credit
facility.
In September, 1995, the construction of the Property was completed and in
September, 1996, the Property reached a stabilized occupancy level of 91%.
Rental Revenue Recognition
- --------------------------
The Property is leased under operating leases with terms generally equal to one
year or less. Rental revenue is recognized when earned which materially
approximates revenue recognition on a straight-line basis.
2. BASIS OF ACCOUNTING
The accompanying statements of excess of revenues over specific operating
expenses are presented on the accrual basis. These statements have been prepared
in accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties acquired. Accordingly, the
statements exclude certain historical expenses not comparable to the operations
of the Property after acquisition, such as depreciation, interest and management
fees.
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EXHIBIT 99.3
Gables Residential Trust
Pro Forma Consolidated Statements of Operations
(Unaudited and amounts in thousands, except per share amounts)
The unaudited consolidated statements of operations are presented as if the
Company acquired Wood Mill Apartments and Jefferson Forest Apartments as of the
beginning of each period presented. In management's opinion, all adjustments
necessary to present fairly the effects of the property acquisitions have been
made.
The unaudited pro forma consolidated statements of operations are not
necessarily indicative of what the actual results of operations of the Company
would have been assuming the Company had acquired the properties as of the
beginning of each period presented, nor do they purport to represent the results
of operations for future periods.
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<TABLE>
GABLES RESIDENTIAL TRUST
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30,1997
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<CAPTION>
Jefferson Additional
Company Wood Mill Forest Pro Forma Company
Historical Apartments Apartments Adjustments Pro Forma
---------- ---------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Rental revenues .......................................... $60,427 $1,439 (A) $1,555 (A) $ - $ 63,421
Other property revenues .................................. 2,863 74 (A) 83 (A) 3,020
------- ------- ------- ------- -------
Total property revenues .............................. 63,290 1,513 1,638 66,441
------- ------- ------- ------- -------
Property management revenues .............................. 1,546 (72)(B) 1,474
Other ..................................................... 1,137 1,137
------- ------- ------- ------- -------
Total other revenues ................................. 2,683 (72) 2,611
------- ------- ------- ------- -------
Total revenues ....................................... 65,973 1,513 1,638 (72) 69,052
------- ------- ------- ------- -------
Property operating and maintenance (exclusive
of items shown separately below) ..................... 22,531 541 (A) 711 (A) 23,783
Depreciation and amortization ............................. 11,019 638 (C) 11,657
Amortization of deferred financing costs .................. 503 503
Property management - owned ............................... 1,593 1,593
Property management - third party ......................... 1,167 1,167
General and administrative ................................ 1,655 1,655
Interest .................................................. 12,214 1,492 (D) 13,706
Credit enhancement fees .................................. 257 257
------- ------- ------- ------- -------
Total expenses ....................................... 50,939 541 711 2,130 54,321
------- ------- ------- ------- -------
Income before equity in income of joint ventures and
interest income ....................................... 15,034 972 927 (2,202) 14,731
Equity in income of joint ventures ........................ 150 150
Interest income ........................................... 193 193
------- ------- ------- ------- -------
Income before gain on sale of real estate assets .......... 15,377 972 927 (2,202) 15,074
Gain on sale of real estate assets ........................ 4,858 4,858
------- ------- ------- ------- -------
Income before minority interest and extraordinary loss, net 20,235 972 927 (2,202) 19,932
Minority interest of unitholders in Operating Partnership . (3,119) 47 (E) (3,072)
------- ------- ------- ------- --------
Income before extraordinary loss, net ..................... 17,116 972 927 (2,155) 16,860
Extraordinary loss, net of minority interest .............. (602) (602)
------- ------- ------- ------- -------
Net income ................................................ $16,514 $972 $927 ($2,155) $16,258
======= ======= ======= ======= =======
Weighted average number of shares outstanding ............. 19,367 19,367
======= =======
Per Share Information:
Income before extraordinary loss, net ..................... $ 0.88 $ 0.87
======= =======
Net income ................................................ $ 0.85 $ 0.84
======= =======
<FN>
The accompanying notes are an integral part of this statement.
</FN>
</TABLE>
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<TABLE>
GABLES RESIDENTIAL TRUST
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<CAPTION>
Jefferson Additional
Company Wood Mill Forest Pro Forma Company
Historical Apartments Apartments Adjustments Pro Forma
---------- ---------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Rental revenues .......................................... $104,543 $3,711 (A) $2,560 (A) $ - $ 110,814
Other property revenues .................................. 4,928 126 (A) 152 (A) 5,206
------- ------- ------- ------- --------
Total property revenues ............................... 109,471 3,837 2,712 116,020
Property management revenues .............................. 3,871 (153) (B) 3,718
Non-recurring Olympic revenues, net ....................... 900 900
Other ..................................................... 1,939 1,939
------- ------- ------- ------- --------
Total other revenues ................................. 6,710 (153) 6,557
------- ------- ------- ------- --------
Total revenues ....................................... 116,181 3,837 2,712 (153) 122,577
------- ------- ------- ------- --------
Property operating and maintenance (exclusive
of items shown separately below) ..................... 38,693 1,158 (A) 1,394 (A) 41,245
Depreciation and amortization ............................. 18,892 1,414 (C) 20,306
Amortization of deferred financing costs .................. 1,348 1,348
Property management - owned ............................... 2,824 2,824
Property management - third party ......................... 2,793 2,793
General and administrative ................................ 3,045 3,045
Interest .................................................. 21,112 3,338 (D) 24,450
Credit enhancement fees .................................. 576 576
------- ------- ------- ------- -------
Total expenses ....................................... 89,283 1,158 1,394 4,752 96,587
------- ------- ------- ------- -------
Income before equity in income of joint ventures and
interest income ....................................... 26,898 2,679 1,318 (4,905) 25,990
Equity in income of joint ventures ........................ 280 280
Interest income .......................................... 363 363
------- ------- ------- ------- -------
Income before minority interest and extraordinary loss, net 27,541 2,679 1,318 (4,905) 26,633
Minority interest of unitholders in Operating Partnership . (4,640) 153 (E) (4,487)
------- ------- ------- ------- -------
Income before extraordinary loss, net ..................... 22,901 2,679 1,318 (4,752) 22,146
Extraordinary loss, net of minority interest .............. (520) (520)
------- ------- ------- ------- -------
Net income ................................................ $22,381 $2,679 $ 1,318 ($4,752) $21,626
======= ======= ======= ======= =======
Weighted average number of shares outstanding ............. 16,788 16,788
======= =======
Per Share Information:
Income before extraordinary loss, net ..................... $ 1.36 $ 1.32
======= =======
Net income ................................................ $ 1.33 $ 1.29
======= =======
<FN>
The accompanying notes are an integral part of this statement.
</FN>
</TABLE>
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Gables Residential Trust
Notes and Assumptions to Unaudited Pro Forma Consolidated
Statements of Operations
(Unaudited and Dollars in Thousands)
(A) Reflects rental revenues, other property revenues and property operating
and maintenance expenses (exclusive of depreciation expense) for Wood Mill
Apartments acquired on May 28, 1997 and Jefferson Forest Apartments
acquired on September 4, 1997 (collectively, the "Properties"). In
September, 1995, the construction of Jefferson Forest Apartments was
completed and in September, 1996, it reached a stabilized occupancy level
of 91%.
(B) Reflects management fees earned by the Company for its management of Wood
Mill Apartments for the owner of the property through the May 28, 1997
acquisition date.
(C) Reflects depreciation expense for the Properties during the periods
presented.
(D) Reflects interest expense associated with borrowings under the Company's
$175 million unsecured revolving credit facility which were utilized to
acquire the Properties. The Company's borrowings currently bear interest at
LIBOR plus 0.80%. If interest rates under the credit facility fluctuated
0.125%, interest costs on the pro forma credit facility indebtedness would
increase or decrease by approximately $65 on an annualized basis.
(E) Reflects the portion of all of the preceding pro forma adjustments
attributable to the minority interest unitholders in the Operating
Partnership.
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Page-17
Gables Residential Trust
Pro Forma Consolidated Balance Sheet
As of June 30, 1997
(Unaudited and amounts in thousands, except per share amounts)
The unaudited pro forma consolidated balance sheet is presented as if the
September 4, 1997 acquisition of Jefferson Forest Apartments had occurred as of
June 30, 1997.
The unaudited pro forma consolidated balance sheet is not necessarily indicative
of what the actual financial position would have been at June 30, 1997 nor does
it purport to represent the future financial position of the Company.
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<TABLE>
GABLES RESIDENTIAL TRUST
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1997
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<CAPTION>
Pro Forma
Company Acquisition Company
Historical Adjustments (A) Pro Forma
---------- -------------- ----------
<S> <C> <C> <C>
ASSETS:
Real estate assets:
Land .................................................. $ 116,104 $ 3,463 $ 119,567
Buildings ............................................. 621,938 18,004 639,942
Furniture, fixtures and equipment ..................... 49,589 1,150 50,739
Construction in progress .............................. 76,887 76,887
Land held for future development ...................... 4,087 4,087
------- ------- -------
Real estate assets before accumulated depreciation .. 868,605 22,617 891,222
Less: accumulated depreciation ........................ (84,343) (84,343)
------- ------- -------
Net real estate assets .............................. 784,262 22,617 806,879
Cash and cash equivalents ............................... 2,952 2,952
Restricted cash ........................................ 7,864 7,864
Deferred charges, net ................................... 4,538 4,538
Other assets, net ....................................... 11,276 (100) 11,176
-------- ------- -------
Total assets ........................................ $ 810,892 $22,517 $833,409
======== ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY:
Notes payable ........................................... $ 447,350 22,184 $ 469,534
Accrued interest payable ................................ 1,913 1,913
Dividend payable ........................................ 9,520 9,520
Real estate taxes payable ............................... 7,853 291 8,144
Accounts payable and accrued expenses - construction .... 4,641 4,641
Accounts payable and accrued expenses - operating ....... 4,107 4,107
Security deposits ....................................... 2,050 42 2,092
------- ------- --------
Total liabilities ................................... 477,434 22,517 499,951
------- ------- --------
Minority interest in unitholders in Operating Partnership 52,712 52,712
------- ------- --------
Shareholders' equity:
Preferred shares, $0.01 par value, 10,000,000 shares
authorized, none issued and outstanding ............. -- --
Common shares, $0.01 par value, 100,000,000 shares
authorized, 19,428,682 issued and outstanding ....... 194 194
Additional paid-in capital ............................ 299,317 299,317
Deferred long-term compensation ....................... (892) (892)
Accumulated earnings (deficit) ........................ (17,873) (17,873)
-------- ------- -------
Total shareholders' equity .......................... 280,746 280,746
------- ------- -------
Total liabilities and shareholders' equity .......... $810,892 $22,517 $833,409
======= ======= =======
<FN>
The accompanying notes are an integral part of this balance sheet.
</FN>
</TABLE>
<PAGE>
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Gables Residential Trust
Notes and Assumptions to Unaudited Pro Forma Consolidated Balance Sheet
(A) Reflects the September 4, 1997 acquisition of Jefferson Forest Apartments,
the related application of the earnest money deposit to the purchase price,
borrowings under the $175 million unsecured revolving credit facility as
primary consideration for the purchase of Jefferson Forest Apartments, and
the assumption of the security deposit and real estate tax liabilities.
<PAGE>
Page-20
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 8-K, into the Company's previously filed
Registration Statements on Form S-8 (File Nos. 333-00618, 33-83054 and
333-27177) and Form S-3 (File Nos. 33-90032, 33-89000, 333-40, 333-13651 and
333-30093).
/s/ Arthur Andersen LLP
- ---------------------------------
Atlanta, Georgia
September 9, 1997
