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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):
JULY 8, 2002
GABLES REALTY LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)
DELAWARE 000-22683 58-2077966
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
6551 PARK OF COMMERCE BLVD., SUITE 100
BOCA RATON, FL 33487
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
561-997-9700
ITEM 5. OTHER EVENTS.
On July 8, 2002, 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 $180,000,000 principal amount of its 5.75% Senior Notes due 2007 (the
"Notes"). The offering of the Notes was made pursuant to a Prospectus Supplement
dated June 28, 2002 relating to the Prospectus dated June 7, 1999 filed with the
Partnership's and the Company's shelf registration statement on Form S-3 (File
Nos. 333-68359 and 333-91576).
The Notes bear interest at 5.75% per annum from July 8, 2002, with
interest payable in arrears each January 15 and July 15 commencing January 15,
2003. The entire principal amount of the Notes is due July 15, 2007. 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. 5
referenced below), if any, with respect to such Notes.
The Notes were issued under an Indenture dated March 23, 1998 and a
Supplemental Indenture No. 5 dated July 8, 2002, each between the Partnership
and Wachovia Bank, National Association, as trustee. The offering of the Notes
was underwritten by JPMorgan, Wachovia Securities, Banc of America Securities
LLC, PNC Capital Markets, Inc., SunTrust Robinson Humphrey, Wells Fargo
Brokerage Services, LLC, AmSouth Bank and Southtrust Securities, Inc. The
underwriting discount was 0.60% and the price to the public was 99.73% 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 $178 million. The Partnership will use the net proceeds to repay a
portion of the Company's outstanding unsecured indebtedness and/or redeem
outstanding shares of its Series A Cumulative Redeemable Preferred Shares, which
the Company has the right to redeem after July 24, 2002.
Delivery of the Notes was made on July 8, 2002 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.
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1.1 Underwriting Agreement, dated June 28, 2002.
4.1 Indenture, dated as of March 23, 1998, between Gables Realty
Limited Partnership and First Union National Bank (incorporated
herein by reference to the Partnership's Current Report on Form
8-K dated March 23, 1998).
4.2 Supplemental Indenture No. 5, dated July 8, 2002, between
Gables Realty Limited Partnership and Wachovia Bank, National
Association, including a form of the 5.75% Senior Note due
2007.
4.3 Gables Realty Limited Partnership 5.75% Senior Note due 2007.
5.1 Opinion of Goodwin Procter LLP 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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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: July 9, 2002 GABLES REALTY LIMITED PARTNERSHIP
By: Gables GP, Inc., its general partner
By: /s/ MARVIN R. BANKS, JR.
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Marvin R. Banks, Jr.
Chief Financial Officer