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):
June 18, 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 June 18, 1998, Gables Residential Trust (the "Company") completed the
public offering of 3,310,800 common shares of beneficial interest, par value
$.01 per share ("Common Shares"), directly to five institutional investors at a
public offering price of $27.00 per share. The offering of the Common Shares was
made pursuant to a Prospectus Supplement dated June 10, 1998 relating to the
Prospectus dated August 11, 1997 filed with the Company's shelf registration
statement on Form S-3 (File No. 333-30093).
The net proceeds to the Company from the sale of the Common Shares, after
anticipated issuance costs, are estimated to be approximately $87.6 million. The
Company will use the net proceeds to reduce borrowings under its credit
facilities.
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
(c) Exhibits:
Exhibit No.
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5. Opinion as to the legality of the Common Shares.
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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: June 18, 1998 GABLES RESIDENTIAL TRUST
/s/ Marvin R. Banks, Jr.
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By: Marvin R. Banks, Jr.
Senior Vice President
and Chief Financial Officer
EXHIBIT 5
June 18, 1998
Gables Residential Trust
2859 Paces Ferry Road
Overlook III, Suite 1450
Atlanta, Georgia 30339
Ladies and Gentlemen:
We have acted as counsel to Gables Residential Trust, a Maryland real
estate investment trust (the "Company"), in connection with the offer and sale
by the Company of 3,310,800 common shares of beneficial interest, par value $.01
per share ("Common Shares"), of the Company (the "Shares"). This opinion is
being delivered in connection with (i) the Company's Registration Statement on
Form S-3 (No. 333-30093) (the "Registration Statement") relating to the
registration of the offering and sale under the Securities Act of 1933, as
amended, of up to $300,000,000 of securities of the Company, and (ii) a
prospectus supplement dated June 10, 1998 (the "Prospectus Supplement") which
supplements the prospectus included in such Registration Statement, relating to
the offering of the Shares by the Company. The Shares were offered and sold by
the Company directly to five institutional investors (the "Purchasers").
As the basis for the opinion hereinafter expressed, we have examined such
statutes, regulations, corporate records and documents, certificates of public
officials and other instruments as we have deemed necessary or advisable for the
purposes of this opinion. In such examination, we have assumed the authenticity
of all documents submitted to us as originals and the conformity with the
original documents of all documents submitted to us as copies.
Based on the foregoing and on such legal considerations as we deem
relevant, we are of the opinion that the Shares sold by the Company to the
Purchasers as described in the Registration Statement and the Prospectus
Supplement have been duly authorized and have been validly issued, fully paid
and non-assessable.
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We hereby consent to the use of this opinion as an exhibit to the Company's
Current Report on Form 8-K dated June 18, 1998.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
