Filed Pursuant To Rule 424(b)(3)
Registration No. 333-78389
Prospectus Supplement to Prospectus dated June 7, 1999
Gables Residential Trust
699,146 Common Shares
Unless the context otherwise requires, all references to "we," "us" or "our
company" in this prospectus supplement refer collectively to Gables Residential
Trust, a Maryland real estate investment trust, and its subsidiaries, including
Gables Realty Limited Partnership, a Delaware limited partnership, and their
respective predecessor entities for the applicable periods, considered as a
single enterprise.
This prospectus supplement updates the prospectus dated June 7, 1999
relating to the offer for sale of up to an aggregate of 665,191 common shares of
Gables Residential Trust by the selling shareholders identified in the
prospectus, and any of their pledgees, donees, transferees or other successors
in interest, to make it relate to the offer for sale of up to an additional
33,955 common shares that we may issue if and to the extent that such persons
exercise their right to tender their units of Gables Realty Limited Partnership,
our operating partnership, for cash, and we exercise our right to issue common
shares to them instead of cash. The additional units which may be exchanged for
these additional shares were issued in December 1999.
We are also providing this prospectus supplement to update the table in the
prospectus under the caption "The Selling Shareholders" to reflect the issuance
of the additional units in December 1999, as well as various transfers and
redemptions of units which have occurred since June 7, 1999. The amounts set
forth below are based upon information provided to us by the selling
shareholders, or on our records, and are accurate to the best of our knowledge.
Unless we indicate otherwise, the information in this prospectus supplement is
as of September 1, 2000.
Common Shares Units
Beneficially Beneficially Common Shares
Owned as of Owned as of and Units to be
September 1, September 1, Common Shares Owned After
Name 2000(1) 2000(2) Offered Hereby(3) Offering(4)
- ---- ------------ ------------ ------------------ ---------------
Austin Colony Partners, Ltd. 0 234,370 234,370 0
Leonard Bedell 0 1,550 1,550 0
J. Michael Bell 0 1,550 1,550 0
Robert C. A. Benjamin 0 3,101 3,101 0
Edmund L. Buckley 0 775 775 0
Joe Calderoni 0 3,101 3,101 0
Ernest A. Cole 0 3,101 3,101 0
Jenny Cunningham 0 257 257 0
Walter B. Eeds 0 9,394 9,394 0
Alan D. Feinsilver 0 1,046 1,046 0
Roy A. Gowell 0 3,101 3,101 0
Richard D. Hillyer 0 3,101 3,101 0
Herbert L. Levine 0 3,101 3,101 0
Lions Head Partners, Ltd. 0 230,068 230,068 0
Larry C. McWherter 0 3,101 3,101 0
Noble Court, L.P. 0 3,101 3,101 0
J. Michael Rose 0 708 708 0
Windmill Landing Partners, Ltd. 0 108,243 108,243 0
------------ ------------ ------------------ ---------------
TOTAL 0 612,769 612,769 0
============ ============ ================== ===============
[FN]
_______________________________
(1) Does not include common shares that may be issued in exchange for units
beneficially held as of September 1, 2000.
(2) All units listed in this column may be exchanged, under circumstances set
forth in the partnership agreement of Gables Realty Limited Partnership,
for an equal number of common shares. All information is as of September 1,
2000.
(3) These common shares represent the common shares that the selling
shareholders may acquire upon presentation of the units for redemption.
(4) Assumes that all common shares issuable upon redemption of the units will
be sold by the selling shareholders. In the case of each selling
shareholder, the percentage of our common shares that will be held by such
selling shareholder (assuming all remaining units held by such person are
presented for redemption and are exchanged for common shares) after
completion of this offering will be less than one percent (1%). The total
number of common shares outstanding used in calculating such percentage (i)
is based on the total number of common shares outstanding as of September
1, 2000 (23,214,902 shares) and (ii) assumes that none of the remaining
units held by other persons will be exchanged for common shares.
</FN>
This prospectus supplement is not complete without the prospectus dated
June 7, 1999, and we have not authorized anyone to deliver or use this
prospectus supplement without the prospectus.
The date of this prospectus supplement is September 22, 2000.