As filed with the Securities and Exchange Commission on October 1, 2013
Registration No. 333-55078
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-55078
UNDER
THE
SECURITIES ACT OF 1933
COLONIAL PROPERTIES TRUST
(Mid-America Apartment Communities, Inc. as successor by merger to Colonial Properties Trust)
(Exact name of registrant as specified in charter)
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Alabama
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59-7007599
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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c/o Mid-America Apartment Communities, Inc.
6584 Poplar Avenue
Memphis, Tennessee
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38138
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (901) 682-6600
Robert J. DelPriore
Executive Vice President and General Counsel
6584 Poplar Avenue, Suite 300
Memphis, Tennessee 38138
(901) 682-6600
(Name,
address, including zip code, and telephone number, including area code, of agent for service of process for
Mid-America Apartment
Communities, Inc. as successor by merger to Colonial Properties Trust)
Copies to:
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Mark S. Opper, Esq.
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Richard F. Mattern, Esq.
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Goodwin Procter LLP
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Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
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The New York Times Building
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First Tennessee Building
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620 Eighth Avenue
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165 Madison Avenue, Suite 2000
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New York, New York 10018
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Memphis, Tennessee 38103
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Tel: (212) 813-8800
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Tel: (901) 526-2000
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Fax: (212) 355-3333
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Fax: (901) 577-2303
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Approximate date of commencement of proposed sale to the public:
Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box.
¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
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If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
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If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filter, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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x
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this Post-Effective Amendment) relates to the Registration Statement on Form S-3 (Registration
No. 333-55078) filed by Colonial Properties Trust (the Company) with the Securities and Exchange Commission on February 6, 2001 registering 11,622,041 common shares of beneficial interest, par value $0.01 per share (the
Registration Statement).
Effective October 1, 2013, pursuant to the Agreement and Plan of Merger, dated as of June 3, 2013, by and
among the Company, Mid-America Apartment Communities, Inc., a Tennessee corporation (MAA), Mid-America Apartments, L.P., a Delaware limited partnership, Martha Merger Sub, LP, a Delaware limited partnership, and Colonial Realty Limited
Partnership, a Delaware limited partnership, the Company merged with and into MAA and the separate corporate existence of the Company thereupon ended.
As
a result of the merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statement. Accordingly, the Company hereby terminates the effectiveness of the Registration Statement and, in accordance with an
undertaking made by the Company in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering,
removes from registration any and all securities of the Company registered but unsold under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Memphis, State of
Tennessee, on this 1st day of October, 2013.
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MID-AMERICA APARTMENT COMMUNITIES, INC.,
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as successor by merger to Colonial Properties Trust
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By:
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/s/ Albert M. Campbell, III
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Name:
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Albert M. Campbell, III
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Title:
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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Note: No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance on
Rule 478 under the Securities Act of 1933, as amended.
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