EXHIBIT 1.2
COLONIAL PROPERTIES TRUST
(an Alabama Real Estate Investment Trust)
Common Shares
TERMS AGREEMENT
---------------
Dated: February 12, 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
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. We intend to deposit the shares directly with The
Equity Focus Trusts - REIT Portfolio Series, 1998-A (the "Trust"), a registered
unit investment trust under the Investment Company Act of 1940, as amended, to
which Xxxxx Xxxxxx Inc. acts as sponsor and depositor. We are an affiliate of
the Trust.
Number of Shares
of Initial
Underwritten Securities
-----------------------
375,540
Underwriter
Xxxxx Xxxxxx Inc.
The Underwritten Securities shall have the following terms:
Title of Securities: Common Shares
Number of Shares: 375,540
Public offering price per share: $ 30.00
Purchase price per share: $ 28.50
Number of Option Securities,
if any, that may be purchased
by the Underwriter: None
Additional co-managers, if any: None
Closing date and location: February 18, 1998, at 9:00 A.M., New York
City time, at Xxxxx & Xxxx 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.
A-2
Please accept this offer no later than seven o'clock P.M. (New York City
time) on February 12, 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,
XXXXX XXXXXX INC.
By /s/ Xxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
Accepted:
COLONIAL PROPERTIES TRUST
By /s/ Xxxxxx X. Xxxxxx, Xx.
----------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer
A-3
