Exhibit 1.2
COLONIAL PROPERTIES TRUST
(an Alabama Real Estate Investment Trust)
Common Shares
TERMS AGREEMENT
Dated: April 21, 1998
To: COLONIAL PROPERTIES TRUST
0000 0xx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx
Attention: Chairman of the Board of Trustees
Ladies and Gentlemen:
We (the "Underwriter") understand that Colonial Properties Trust, an
Alabama real estate investment trust (the "Company"), proposes to issue and
sell 3,000,000 common shares of beneficial interest, $.01 par value (the
"Common Shares") (such Common Shares being hereinafter referred to as the
"Underwritten Securities"). Subject to the terms and conditions set forth or
incorporated by reference herein, we offer to purchase the number of Initial
Underwritten Securities (as defined in the Underwriting Agreement referred to
below) set forth below opposite our name.
Number of Shares
of Initial
Underwriter Underwritten Securities
----------- -----------------------
Xxxxxxx Xxxxx & Co. 3,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
The Underwritten Securities shall have the following terms:
Title of Securities: Common Shares
Number of Shares: 3,000,000
Public offering price per share: $30.125
Purchase price per share: $28.615; provided, however, that
the amount paid by the Underwriter
for any Option Securities shall be
reduced by an amount per share
equal to any distribution declared
by the Company and payable on the
Initial Underwritten Securities but
not payable on such Option Securities.
Number of Option Securities,
if any, that may be purchased
by the Underwriter: 450,000
Additional co-managers, if any: None
Closing date and location: April 27, 1998, at 9:00 A.M., New York
City time, at Xxxxx & Wood LLP, Xxx
Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000
All the provisions contained in the document attached as Annex A hereto
entitled "Colonial Properties Trust - Preferred Shares, Common Shares, and
Common Share Warrants - Underwriting Agreement" are hereby incorporated by
reference in their entirety herein and shall be deemed to be a part of this
Terms Agreement to the same extent as if such provisions had been set forth
in full herein. Terms defined in such document are used herein as therein
defined.
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Please accept this offer no later than seven o'clock P.M. (New York City
time) on April 21, 1998, by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.
Very truly yours,
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By:---------------------------------
Name:
Title:
Accepted:
COLONIAL PROPERTIES TRUST
By:
--------------------------
Name:
Title:
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