BIRMINGHAM, Ala., March 31 /PRNewswire-FirstCall/ -- Colonial Properties
Trust (NYSE: CLP) ("Colonial Properties") a real estate investment trust
(REIT) that owns a diversified portfolio of multifamily, office and retail
properties, today announced the merger consideration elections by Cornerstone
Realty Income Trust, Inc. (NYSE: TCR) ("Cornerstone") shareholders in the
previously announced merger of Cornerstone with and into a wholly-owed
subsidiary of Colonial Properties. The shareholder meetings for Cornerstone
and Colonial Properties are each scheduled to occur on April 1, 2005, and the
merger is currently expected to be completed later in the day on April 1,
2005.
(Logo: http://www.newscom.com/cgi-bin/prnh/20030709/CLPLOGO-c )
The merger is structured as a common and preferred share election merger,
with Cornerstone shareholders having the right to elect to receive the merger
consideration in Colonial Properties common shares or Colonial Properties
Series E preferred depositary shares, each such depositary share representing
1/100th of a newly created Series E Cumulative Redeemable Preferred Share of
Beneficial Interest, liquidation preference $2,500 per share with a dividend
rate of 7.62 percent (the depositary shares will be listed on the NYSE as CLP
Pr E). The elections were subject to the restriction that the Colonial
Properties Series E preferred depositary shares issued may not exceed
approximately 25 percent of the total merger consideration.
Colonial Properties has been informed that as of 5:00 p.m. on March 30,
2005, the deadline for Cornerstone shareholder elections, there were
approximately 56,335,647 Cornerstone common shares outstanding. The results of
the Cornerstone shareholder elections were as follows:
-- Colonial Properties common share elections were made with respect to
approximately 22,438,415 Cornerstone common shares, representing
approximately 39.83% of outstanding Cornerstone common shares on the
election deadline date;
-- Colonial Properties Series E preferred depositary share elections were
made with respect to approximately 12,862,500 Cornerstone common
shares, representing approximately 22.83% of outstanding Cornerstone
common shares on the election deadline date; and
-- No valid election was made with respect to the remaining approximately
21,034,732 Cornerstone common shares, representing approximately
37.34% of the outstanding Cornerstone common shares on the election
deadline date.
Each Cornerstone common share for which a valid Colonial Properties common
share election was made will be converted into the right to receive 0.2581
Colonial Properties common shares.
Each Cornerstone common share for which a valid Colonial Properties Series
E preferred depositary share election was made will be converted into the
right to receive 0.4194 Colonial Properties Series E preferred depositary
shares.
Each Cornerstone common share for which a valid election was not made will
be converted into the right to receive 0.2581 Colonial Properties common
shares.
Colonial Properties will not issue fractional shares. Instead, each holder
of Cornerstone common shares who is otherwise entitled to a fractional
Colonial Properties common share or Colonial Properties Series E preferred
depositary share will be paid an amount in cash, without interest, rounded to
the nearest cent, determined as set forth in the merger agreement.
Colonial Properties Trust is a diversified REIT that, through its
subsidiaries, owns a portfolio of multifamily, office and retail properties
where you live, work and shop in Alabama, Florida, Georgia, Mississippi, North
Carolina, South Carolina, Virginia, Tennessee, Texas, Arizona, Nevada and New
Mexico. Colonial Properties Trust performs development, acquisition,
management, leasing and brokerage services for its portfolio and properties
owned by third parties. The Company has a total market capitalization in
excess of $3.5 billion. The foundation of Colonial Properties' success is its
live, work and shop diversified investment strategy. The Company manages or
leases 29,100 apartment units, 6.8 million square feet of office space and
15.6 million square feet of retail shopping space. Additional information on
Colonial Properties Trust is available on the Internet
at http://www.colonialprop.com . The Company, headquartered in Birmingham,
Ala., is listed on the New York Stock Exchange under the symbol "CLP" and is
included in the S&P SmallCap 600 Index.
Additional Information about the Merger and Where to Find It
In connection with the merger of Cornerstone Realty Income Trust, Inc.
with and into a subsidiary of Colonial Properties Trust, Cornerstone and
Colonial filed relevant materials with the Securities and Exchange Commission
on February 15, 2005, including a joint proxy statement/prospectus. INVESTORS
AND SECURITY HOLDERS OF CORNERSTONE AND COLONIAL ARE URGED TO READ THE
MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CORNERSTONE,
COLONIAL AND THE MERGER. The joint proxy statement/prospectus filed on
February 15, 2005 and other relevant materials (when they become available),
and any other documents filed by Cornerstone and Colonial with the SEC, may be
obtained free of charge at the SEC's web site at http://www.sec.gov . In
addition, investors and security holders may obtain free copies of the
documents filed with the SEC by Colonial by directing a written request to
Colonial Properties Trust, 2101 Sixth Avenue North, Suite 750, Birmingham,
Alabama 35203, Attention: Investor Relations, and free copies of the documents
filed with the SEC by Cornerstone by directing a written request to
Cornerstone Realty Income Trust, Inc., 306 East Main Street, Richmond,
Virginia 23219, Attention: Investor Relations. Investors and security holders
are urged to read the joint proxy statement/prospectus and the other relevant
materials before making any investment decision with respect to the merger.
Cornerstone, Colonial and their respective executive officers, trustees
and directors may be deemed to be participants in the solicitation of proxies
from the security holders of Cornerstone and Colonial in connection with the
merger. Information about those executive officers and directors of
Cornerstone and their ownership of Cornerstone common shares is set forth in
the proxy statement for Cornerstone's 2004 Annual Meeting of Shareholders,
which was filed with the SEC on April 8, 2004. Information about the
executive officers and trustees of Colonial and their ownership of Colonial
common stock and limited partnership units in Colonial Realty Limited
Partnership is set forth in the proxy statement for Colonial's 2005 Annual
Meeting of Shareholders, which was filed with the SEC on March 22, 2005.
Investors and security holders may obtain additional information regarding the
direct and indirect interests of Cornerstone, Colonial and their respective
executive officers, trustees and directors in the merger by reading the joint
proxy statement/prospectus regarding the merger.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended.
SOURCE Colonial Properties Trust
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Related links:
http://www.colonialprop.com
Photo Notes:
NewsCom:
http://www.newscom.com/cgi-bin/prnh/20030709/CLPLOGO-c
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com
CONTACT:
Barbara M. Pooley, Senior Vice President -
Investor Relations, +1-800-645-3917, or Linda S. Geiss, Vice
President - Media Relations, +1-205-250-8768, both of Colonial
Properties Trust
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