As filed with the Securities and Exchange Commission on September 18, 2000
Registration Statement No. 333-______
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________
GABLES RESIDENTIAL TRUST
(Exact name of Registrant as specified in its charter)
Maryland 58-2077868
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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)
Chris D. Wheeler
President 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)
____________
Copy to:
GILBERT G. MENNA, P.C.
ETTORE A. SANTUCCI, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
____________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time
after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. __
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. __
If this form is used to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. X 333-78389
---
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.__
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box.__
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Shares Being Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
---------------------------------- ------------ ------------------ ------------------ ----------------
Common Shares of Beneficial 33,955 $27.750 $942,251 $249
Interest, par value $.01 per share
---------------------------------- ------------- ------------------ ------------------ ----------------
<FN>
(1) Estimated solely for purposes of determining the registration fee pursuant to Rule 457(c)based on the average of the high and
low sales prices on the New York Stock Exchange on September 13, 2000.
</FN>
</TABLE>
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE
SECURITIES ACT OF 1933.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-3 filed by Gables
Residential Trust with the Securities and Exchange Commission (File No.
333-78389) pursuant to the Securities Act of 1933, as amended, is incorporated
by reference into this Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
*5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality
of the securities and interests being registered.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Goodwin, Procter & Hoar LLP (included as part
of Exhibit 5.1 hereto).
____________________
*Filed herewith
<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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia on September 15, 2000.
GABLES RESIDENTIAL TRUST
By: /s/ Chris D. Wheeler
--------------------------
Chris D. Wheeler
President and Chief Executive Officer
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.
Signature Capacity Date
--------- -------- ----
/s/ Chris D. Wheeler Chairman of the Board of Trustees, Sept. 15, 2000
-------------------- President and Chief Executive Officer
Chris D. Wheeler (Principal Executive Officer)
/s/ Marvin R. Banks, Jr. Senior Vice President and Sept. 15, 2000
------------------------ Chief Financial Officer
Marvin R. Banks, Jr. (Principal Financial Officer)
/s/ Dawn H. Severt Vice President and Sept. 15, 2000
------------------ Chief Accounting Officer
Dawn H. Severt (Principal Accounting Officer)
/s/ Marcus E. Bromley Trustee Sept. 15, 2000
---------------------
Marcus E. Bromley
Trustee Sept. 15, 2000
--------------------
David M. Holland
/s/ Lauralee E. Martin Trustee Sept. 15, 2000
----------------------
Lauralee E. Martin
/s/ John W. McIntyre Trustee Sept. 15, 2000
--------------------
John W. McIntyre
/s/ Michael E. Miles Trustee Sept. 15, 2000
--------------------
Michael E. Miles
/s/ James D. Motta Trustee Sept. 15, 2000
------------------
James D. Motta
/s/ John T. Rippel Trustee Sept. 15, 2000
------------------
John T. Rippel
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
*5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities and interests being registered.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Goodwin, Procter & Hoar LLP (included as part of
Exhibit 5.1 hereto).
____________________
*Filed herewith
