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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 (Date of earliest event reported):
MARCH 23, 1998
GABLES RESIDENTIAL TRUST
(Exact name of Registrant as specified in its charter)
MARYLAND 1-12590 58-2077868
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
2859 PACES FERRY ROAD, SUITE 1450
ATLANTA, GEORGIA 30339
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
770-436-4600
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ITEM 5. OTHER EVENTS.
On March 23, 1998, Gables Realty Limited Partnership (the
"Partnership"), the entity through which Gables Residential Trust (the
"Company") conducts substantially all of its business and owns (either directly
or through subsidiaries) substantially all of its assets, completed the offering
of an aggregate $100,000,000 principal amount of its 6.80% Senior Notes due 2005
(the "Notes"). The offering of the Notes was made pursuant to a Prospectus
Supplement dated March 18, 1998 relating to the Prospectus dated August 11, 1997
filed with the Partnership's and the Company's shelf registration statement on
Form S-3 (File No. 333- 30093).
The Notes bear interest at 6.80% per annum from March 15, 1998, with
interest payable in arrears each March 15 and September 15 commencing September
15, 1998. The entire principal amount of the Notes is due March 15, 2005. The
Notes are redeemable at any time at the option of the Partnership, in whole or
in part, at a redemption price equal to the sum of (i) the principal amount of
the Notes being redeemed plus accrued interest thereon to the redemption date
and (ii) the Make-Whole Amount (as defined in Supplemental Indenture No. 1
referenced below), if any, with respect to such Notes.
The Notes were issued under an Indenture and a Supplemental Indenture
No. 1, each dated March 23, 1998, between the Partnership and First Union
National Bank, as trustee. The offering of the Notes was underwritten by
PaineWebber Incorporated and Lehman Brothers Inc. The underwriting discount was
0.625% and the price to the public was 99.751% of the principal amount of the
Notes.
The net proceeds to the Partnership from the sale of the Notes, after
deducting the underwriting discount and related issuance costs, were
approximately $98.8 million. The Partnership will use the net proceeds to reduce
borrowings under its credit facilities.
Delivery of the Notes was made on March 23, 1998 through the facilities
of the Depository Trust Company, against payment therefor in immediately
available funds.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED:
Not Applicable
(b) PRO FORMA FINANCIAL INFORMATION:
Not Applicable
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(c) EXHIBITS:
EXHIBIT NO.
1.1 Underwriting Agreement, dated March 18, 1998.*
4.1 Indenture, dated as of March 23, 1998, between Gables Realty
Limited Partnership and First Union National Bank.*
4.2 Supplemental Indenture No. 1, dated March 23, 1998, between
Gables Realty Limited Partnership and First Union National
Bank, including a form of the 6.80% Senior Note due 2005.*
4.3 Gables Realty Limited Partnership 6.80% Senior Note due 2005.*
5.1 Opinion as to the legality of the Notes.*
12.1 Gables Realty Limited Partnership Calculation of Ratios of
Earnings to Fixed Charges.*
12.2 Gables Realty Limited Partnership Calculation of Ratios of
Earnings to Combined Fixed Charges and Preferred Dividends.*
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* Incorporated by reference to the Form 8-K filed by Gables
Realty Limited Partnership on March 30, 1998
(File No. 000-22683)).
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SIGNATURES
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.
Date: March 30, 1998 GABLES RESIDENTIAL TRUST
/s/ Marvin R. Banks Jr.
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By: Marvin R. Banks, Jr.
Chief Financial Officer
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