UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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[ X] |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
File Number: 1-12590
GABLES RESIDENTIAL TRUST
(Exact name of Registrant as specified in
its charter)
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Maryland |
58-2077868 |
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777
Yamato Road, Suite 510 |
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33431 |
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(Address of principal executive offices) |
Registrant's telephone number, including area code: (561) 997-9700
Securities registered pursuant to
Section 12(b) of the Act:
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Title of Each Class 7.50% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share |
Name of Each Exchange on which
Registered |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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(1) Yes [X] |
No [ ] |
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(2) Yes [X] |
No [ ] |
Indicate by check mark
if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
is not contained herein, and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is
an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes
[X] No [ ]
As
of June 30, 2004, the aggregate market value of the 28,926,729 common shares
held by non-affiliates of the Registrant was $982,930,251 based upon the
closing price of $33.98 per share on the New York Stock Exchange on such date.
(For this computation, the Registrant has excluded the market value of all
common shares reported as beneficially owned by executive officers and trustees
of the Registrant; such exclusion shall not be deemed to constitute an
admission that any such person is an affiliate of the Registrant.)
As of February 28, 2005 there were 29,339,350 common shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Information contained in Gables' Proxy Statement relating to its Annual Meeting of Shareholders to be held on May 17, 2005 is incorporated by reference in Part III, Items 10, 11, 12, 13 and 14.
Explanatory Note
Gables Residential Trust is filing this Form 10-K/A to amend its Annual Report on Form 10-K for the year ended December 31, 2004, which was filed with the Securities and Exchange Commission on March 16, 2005, solely for the purpose of filing Exhibit 10.14 which was inadvertently omitted from such filing by Gables Residential Trust's third party financial printer.
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULE
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(b) |
Exhibits |
Some of the exhibits required by Item 601 of Regulation S-K have been filed with previous reports by the Registrant (File No. 1-12590), referred to herein as Gables, or the Operating Partnership (File No. 0-22683) and are incorporated herein by reference to the filing in the corresponding numbered footnote.
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3.1 |
(i)(a) |
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Gables' Amended and Restated Declaration of Trust (1) |
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3.1 |
(i)(b) |
--- |
Articles of Amendment to Gables' Amended and Restated Declaration of Trust (2) |
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3.1 |
(i)(c) |
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Articles Supplementary to Gables' Amended and Restated Declaration of Trust creating the 8.30% Series A Cumulative Redeemable Preferred Shares (3) |
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3.1 |
(i)(d) |
--- |
Articles Supplementary to Gables' Amended and Restated Declaration of Trust creating the 5.00% Series Z Cumulative Redeemable Preferred Shares (2) |
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3.1 |
(i)(e) |
--- |
Articles Supplementary to Gables' Amended and Restated Declaration of Trust creating the 8.625% Series B Cumulative Redeemable Preferred Shares (4) |
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3.1 |
(i)(f) |
--- |
Articles Supplementary to Gables' Amended and Restated Declaration of Trust creating the 7.875% Series C Cumulative Redeemable Preferred Shares (5) |
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3.1 |
(i)(g) |
--- |
Articles Supplementary to Gables' Amended and Restated Declaration of Trust creating the 7.50% Series D Cumulative Redeemable Preferred Shares (6) |
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3.1 |
(i)(h) |
--- |
Articles Supplementary to Gables' Amended and Restated Declaration of Trust creating the 7.875% Series C-1 Cumulative Redeemable Preferred Shares (7) |
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3.1 |
(ii) |
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Gables' Second Amended and Restated Bylaws, as amended (8) |
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4.1 |
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Indenture, dated as of March 23, 1998, between the Operating Partnership and First Union National Bank (9) |
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4.2 |
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Supplemental Indenture No. 1, dated March 23, 1998, between the Operating Partnership and First Union National Bank (9) |
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4.3 |
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The Operating Partnership 6.80% Senior Notes due 2005 (9) |
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4.4 |
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Supplemental Indenture No. 4, dated February 22, 2001, between the Operating Partnership and First Union National Bank (10) |
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4.5 |
--- |
The Operating Partnership 7.25% Senior Notes due 2006 (10) |
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4.6 |
--- |
Supplemental Indenture No. 5, dated July 8, 2002, between the Operating Partnership and Wachovia Bank, National Association (11) |
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4.7 |
--- |
The Operating Partnership 5.75% Senior Notes due 2007 (11) |
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4.8 |
--- |
Supplemental Indenture No. 6, dated September 27, 2002, between the Operating Partnership and Wachovia Bank, National Association (5) |
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4.9 |
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Supplemental Indenture No. 7, dated September 27, 2002, between the Operating Partnership and Wachovia Bank, National Association (5) |
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4.10 |
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The Operating Partnership 5.86% Registered Senior Notes due 2009 (12) |
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4.11 |
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The Operating Partnership 6.10% Registered Senior Notes due 2010 (12) |
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10.1 |
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Seventh Amended and Restated Agreement of Limited Partnership of the Operating Partnership (13) |
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10.2 |
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First Amendment to Seventh Amended and Restated Agreement of Limited Partnership of the Operating Partnership (14) |
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10.3 |
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Fourth Amended and Restated 1994 Share Option and Incentive Plan (15) |
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10.4 |
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Amendment No. 1 to the Fourth Amended and Restated 1994 Share Option and Incentive Plan (16) |
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10.5 |
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2004 Equity Incentive Plan and Form of Restricted Share Award Agreement (17) |
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10.6 |
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Form of Employment Agreement as signed by Gables and each of Chris D. Wheeler, Marvin R. Banks, Jr. and Michael M. Hefley (15) |
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10.7 |
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Form of Amendment to Employment Agreement as signed by Gables and each of Chris D. Wheeler, Marvin R. Banks, Jr. and Michael M. Hefley (18) |
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10.8 |
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Employment Agreement as signed by Gables and David D. Fitch (5) |
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10.9 |
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Form of 2003 Restricted Share Award Agreement as signed by Gables and each of Chris D. Wheeler (7,560 shares), Marvin R. Banks, Jr. (5,040 shares), Michael M. Hefley (5,040 shares), Douglas G. Chesnut (1,680 shares), Gregory W. Iglehart (839 shares) and Dawn H. Severt (3,024 shares) (19) |
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10.10 |
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Form of 2004 Restricted Share Award Agreement as signed by Gables and each of Chris D. Wheeler (18,000 shares), Marvin R. Banks, Jr. (12,000 shares), Michael M. Hefley (12,000 shares), David D. Fitch (12,000 shares), Douglas G. Chesnut (4,000 shares) and Dawn H. Severt (7,200 shares) (16) |
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10.11 |
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2003 Restricted Share Award Agreement between Gables and David D. Fitch (19) |
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10.12 |
--- |
Senior Executive Severance Agreement between Gables and Chris D. Wheeler (20) |
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10.13 |
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Form of Senior Executive Severance Agreement as signed by Gables and each of Marvin R. Banks, Jr., David D. Fitch and Michael M. Hefley (20) |
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10.14 |
+ |
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Senior Executive Severance Agreement between Gables and Dawn H. Severt |
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10.15 |
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Senior Executive Severance Agreement between Gables and Douglas G. Chesnut (18) |
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10.16 |
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Form of Indemnification Agreement as signed by Gables and each of Chris D. Wheeler, David D. Fitch, Marvin R. Banks, Jr., Michael M. Hefley, Dawn H. Severt, Marcus E. Bromley, Lauralee E. Martin, John W. McIntyre, Mike E. Miles, James D. Motta, and Chris C. Stroup (21) |
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10.17 |
--- |
Unsecured Note No. 2 for $29,681,000 dated August 13, 1997 between the Operating Partnership, Gables-Tennessee Properties and Teachers Insurance and Annuity Association of America (22) |
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10.18 |
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Fourth Amended and Restated $225,000,000 Revolving Credit Facility dated June 27, 2002, by and among Gables Realty Limited Partnership and Gables-Tennessee Properties, L.L.C. (as the Borrowers) and Wachovia Bank, N.A., Wachovia Securities, Inc., JPMorgan Chase Bank, AmSouth Bank, PNC Bank, National Association, SouthTrust Bank, Bank of America, N.A., Wells Fargo Bank, N.A., and Suntrust Bank (collectively, as Lenders) and Wachovia Bank, N.A. (as agent) (23) |
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10.19 |
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Fifth Amended and Restated Revolving Credit Facility dated February 20, 2003 (increased to a committed capacity level of $300,000,000 from $252,000,000 in December 2003 pursuant to Section 2.15 of the agreement with the commitments of $34,000,000 from BankOne, NA, $10,000,000 from Southwest Bank of Texas and an additional $4,000,000 from SouthTrust Bank) by and among Gables Realty Limited Partnership and Gables-Tennessee Properties, L.L.C. (as the Borrowers) and Wachovia Securities, Inc., Wachovia Bank, National Association, JPMorgan Chase Bank, PNC Bank, National Association, AmSouth Bank, SouthTrust Bank, Bank of America, N.A., Wells Fargo Bank, N.A. and Suntrust Bank (collectively, as Lenders) and Wachovia Bank, National Association (as agent) (19) |
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10.20 |
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First Amendment to Fifth Amended and Restated Revolving Credit Facility dated December 12, 2003 (16) |
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10.21 |
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Waiver letter dated August 31, 2004 related to the Fifth Amended and Restated Revolving Credit Facility dated February 20, 2003, as amended by the First Amendment thereto dated December 12, 2003 (24) |
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10.22 |
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Contribution Agreement with an effective date of March 16, 1998 between Gables, the Operating Partnership and specified representatives of Trammell Crow Residential executed in connection with Gables' April 1, 1998 acquisition of the real estate assets and operations of South Florida (25) |
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10.23 |
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Amendment No. 1 to Contribution Agreement dated April 1, 1998 (26) |
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21.1 |
* |
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Schedule of Gables' Subsidiaries |
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23.1 |
* |
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Consent of Deloitte & Touche LLP |
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31.1 |
* |
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) |
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31.2 |
* |
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer) |
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32.1 |
** |
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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__________________ |
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+ Filed herewith |
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* Previously filed with originally filed Form 10-K |
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** Previously furnished with originally filed Form 10-K |
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(1) |
Gables' Registration Statement on Form S-11, as amended (File No. 33-70570). |
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(2) |
Gables' Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (File No. 1-12590). |
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(3) |
Gables' Current Report on Form 8-K dated July 24, 1997 (File No. 1-12590). |
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(4) |
Gables' Current Report on Form 8-K dated November 12, 1998 (File No. 1-12590). |
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(5) |
Gables' Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 (File No. 1-12590). |
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(6) |
Gables' Registration Statement on Form 8-A dated May 8, 2003 (File No. 333-68359). |
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(7) |
Gables' Registration Statement on Form S-4/A dated May 20, 2003 (File No. 333-104535). |
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(8) |
Gables' Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (File No. 1-12590). |
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(9) |
The Operating Partnership's Current Report on Form 8-K dated March 23, 1998 (File No. 0-22683). |
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(10) |
The Operating Partnership's Current Report on Form 8-K dated February 22, 2001 (File No. 0-22683). |
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(11) |
The Operating Partnership's Current Report on Form 8-K dated July 8, 2002 (File No. 0-22683). |
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(12) |
The Operating Partnership's Registration Statement on Form S-4 dated April 14, 2003 (File No. 333-104534). |
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(13) |
The Operating Partnership's Registration Statement on Form S-4/A dated May 20, 2003 (File No. 333-104534). |
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(14) |
The Operating Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (File No. 0-22683). |
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(15) |
Gables' Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (File No. 1-12590). |
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(16) |
Gables' Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (File No. 1-12590). |
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(17) |
Gables' Registration Statement on Form S-8 (File No. 333-115966). |
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(18) |
Gables' Annual Report on Form 10-K for the fiscal year ended December 31, 2001(File No. 1-12590). |
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(19) |
Gables' Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (File No. 1-12590). |
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(20) |
Gables' Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (File No. 1-12590). |
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(21) |
Gables' Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (File No. 1-12590). |
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(22) |
Gables' Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 (File No. 1-12590). |
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(23) |
Gables' Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 1-12590). |
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(24) |
Gables' Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (File No. 1-12590). |
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(25) |
Gables' Current Report on Form 8-K dated March 16, 1998 (File No. 1-12590). |
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(26) |
Gables' Current Report on Form 8-K dated April 1, 1998, as amended (File No. 1-12590). |
The Registrant's Proxy Statement is to be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2004 (the end of the fiscal year covered by this Annual Report on Form 10-K).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant certifies that it has duly caused this Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
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GABLES RESIDENTIAL TRUST |
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By |
/s/ Chris D. Wheeler |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K/A has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
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Signatures |
Title |
Date |
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/s/ Chris D. Wheeler |
Executive Chairman of the Board of Trustees |
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Chris D. Wheeler |
(Principal Executive Officer) |
March 17, 2005 |
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/s/ Marvin R. Banks, Jr. |
Senior Vice President and Chief Financial Officer |
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Marvin R. Banks, Jr. |
(Principal Financial Officer) |
March 17, 2005 |
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/s/ Dawn H. Severt |
Senior Vice President and Chief Accounting Officer |
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Dawn H. Severt |
(Principal Accounting Officer) |
March 17, 2005 |
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/s/ David D. Fitch |
Chief Executive Officer, President and Trustee |
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David D. Fitch |
March 17, 2005 |
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/s/ Marcus E. Bromley |
Trustee |
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Marcus E. Bromley |
March 17, 2005 |
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/s/ John W. McIntyre |
Trustee |
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John W. McIntyre |
March 17, 2005 |
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/s/ James D. Motta |
Trustee |
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James D. Motta |
March 17, 2005 |