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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PRENTISS PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 75-2261588
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(State of incorporation or organization) (IRS employer
identification no.)
3890 West Northwest Highway
Suite 400 75220
Dallas, Texas -----
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(Address of principal executive offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and
effective pursuant to General is effective pursuant to
Instruction A.(c), please check General Instruction A.(d),
the following box. [X] please check the following
box. [_]
Securities Act registration statement file number to which this
form relates: None
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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Explanatory Note:
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This Form 8-A/A is being filed to amend the Form 8-A filed by Prentiss
Properties Trust on February 17, 1998, with respect to the Company's Preferred
Share Purchase Rights, in order to reflect the registration of the Rights under
Section 12(b) rather than Section 12(g) of the Securities and Exchange Act of
1934, as amended.
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Item 1. Description of Registrant's Securities to be Registered.
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On February 6, 1998, the Board of Trustees of Prentiss Properties Trust, a
real estate investment trust organized under the laws of Maryland (the
"Company"), approved a Rights Agreement, dated as of and to be effective on
February 6, 1998 (the "Rights Agreement") between the Company and First Chicago
Trust Company of New York, as Rights Agent, having the principal terms
summarized below. In accordance with the Rights Agreement, the Board also
authorized a dividend distribution of one Right for each outstanding common
share of beneficial interest, $.01 par value, (the "Common Shares"), of the
Company to shareholders of record at the close of business on February 17, 1998
(the "Record Date").
Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of the Company's Junior Participating Cumulative
Preferred Shares, Series B ("Series B Preferred Shares"). Each one one-
thousandth of a share (a "Unit") of a Series B Preferred Share is structured to
be the equivalent of one Common Share of the Company. Shareholders will receive
one Right per Common Share held of record at the close of business on the Record
Date. The exercise price of the Right will be $85.00 subject to adjustment (the
"Purchase Price").
Rights will also attach to Common Shares issued after the Record Date but
prior to the Distribution Date unless the Board of Trustees determines otherwise
at the time of issuance. The description and terms of the Rights are set forth
in the Rights Agreement.
The Rights will trade with the Common Shares and will be evidenced by
Common Share certificates, and no separate certificates evidencing the Rights
(the "Rights Certificates") will be distributed initially. The Rights will
separate from the Common Shares and a distribution of the Rights Certificates
will occur (the "Distribution Date") upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 10% or more of the outstanding Common Shares
(or, in the case of Security Capital Preferred Growth Incorporated ("SCPG") and
its affiliates, 11% or more of the outstanding Common Shares) (the "Share
Acquisition Date"), or (ii) 10 business days following the commencement of a
tender offer or exchange offer that would result in a person or group
beneficially becoming an Acquiring Person. Until the Distribution Date, (i) the
Rights will be evidenced by the Common Share certificates and will be
transferred with and only with such Common Share certificates, (ii) any Common
Share certificates issued will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of any certificates
for Common Shares outstanding will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificates.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on February 17, 2008, unless earlier redeemed or
exchanged by the Company as described below. As soon as practicable after the
Distribution Date, Rights Certificates will be mailed to holders of record of
the Common Shares as of the close of business on the Distribution Date, and
thereafter such separate Rights Certificates alone will represent the Rights.
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The Agreement provides that if any person becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right (except as set
forth below) will thereafter have the right to receive, upon exercise and
payment of the Purchase Price, Series B Preferred Shares or, at the option of
the Company, Common Shares (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to twice the amount of the
Purchase Price.
In the event that, at any time following the Share Acquisition Date, (i)
the Company is acquired in a merger, statutory share exchange, or other business
combination in which the Company is not the surviving person, or (ii) 50% or
more of the Company's assets or earning power is sold or transferred, each
holder of a Right (except as set forth below) shall thereafter have the right to
receive, upon exercise and payment of the Purchase Price, Common Shares of the
acquiring company having a value equal to twice the Purchase Price. The events
set forth in this paragraph and in the immediately preceding paragraph are
referred to as the "Triggering Events."
Upon the occurrence of a Triggering Event that entitles Rights holders to
purchase securities or assets of the Company, Rights that are or were owned by
the Acquiring Person, or any affiliate or associate of such Acquiring Person, on
or after such Acquiring Person's Share Acquisition Date shall be null and void
and shall not thereafter be exercised by any person (including subsequent
transferees). Upon the occurrence of a Triggering Event that entitles Rights
holders to purchase Common Shares of a third party, or upon the authorization of
an Exchange, Rights that are or were owned by any Acquiring Person or any
affiliate or associate of any Acquiring Person on or after such Acquiring
Person's Share Acquisition Date shall be null and void and shall not thereafter
be exercised by any person (including subsequent transferees).
The Purchase Price payable, and the number of Series B Preferred Shares,
Common Shares or other securities or property issuable upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution.
At any time after any person becomes an Acquiring Person, the Company may
exchange all or part of the Rights (except as set forth below) for Common Shares
(an "Exchange") at an exchange ratio of one share per Right, as appropriately
adjusted to reflect any share split or similar transaction.
At any time until ten business days following the Share Acquisition Date or
ten business days following the commencement of a tender offer or exchange offer
that would result in a person or group becoming an Acquiring Person, the Company
may redeem the Rights in whole, but not in part, at a price of $.001 per Right
(the "Redemption Price"). Under certain circumstances set forth in the Rights
Agreement, the decision to make an Exchange or to redeem the Rights shall
require the concurrence of a majority of the Continuing Trustees (as defined
below). Additionally, the Company may thereafter but prior to the occurrence of
a Triggering Event redeem the Rights in whole, but not in part, at the
Redemption Price provided that such redemption is incidental to a merger or
other business combination transaction involving the Company that is approved by
a majority of the Continuing Trustees, and does not involve an Acquiring Person,
and is one in which all holders of Common Shares are treated alike. After the
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redemption period has expired, the Company's right of redemption may be
reinstated if an Acquiring Person reduces his beneficial ownership to less than
10% (or, in the case of SCPG and its affiliates, 11%) of the outstanding Common
Shares in a transaction or series of transactions not involving the Company.
Immediately upon the action of the Board ordering redemption of the Rights,
with, where required, the concurrence of the Continuing Trustees, the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The term "Continuing Trustees" means any member of the Board who was a
member of the Board immediately before the adoption of the Rights Agreement and
any person who is subsequently elected to the Board if such person is
recommended or approved by a majority of the Continuing Trustees, but does not
include an Acquiring Person, or an affiliate or associate of an Acquiring
Person, or any representative of the foregoing.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Series B Preferred Shares (or other consideration) of the
Company or for Common Shares of the acquiring company as set forth above.
Other than certain provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by the
Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board (in certain
circumstances, only with the concurrence of the Continuing Trustees) in order to
cure any ambiguity, to make certain other changes that do not adversely affect
the interests of holders of Rights (excluding the interests of any Acquiring
Person), or to shorten or lengthen any time period under the Rights Agreement;
provided, however, no amendment to adjust the time period governing redemption
may be made at such time as the Rights are not redeemable.
At the same time that it approved the Rights Agreement, the Board of
Trustees designated 1,000,000 shares of the Company's Preferred Shares of
Beneficial Interest, par value $.01 per share, as the "Series B Junior
Participating Cumulative Redeemable Preferred Shares." The Company will not
issue any shares of Series B Preferred Shares except upon the exercise of
Rights. The Series B Preferred Shares are junior to the Company's Series A
Cumulative Redeemable Preferred Shares in respect of rights to receive dividends
and to participate in distributions or payments in the event of any liquidation,
dissolution or winding up of the Company, and is senior to the Common Shares and
any other shares of beneficial interest of the Company ranking, as to dividends
and upon liquidation, junior to the Series B Preferred Shares.
Holders of the Series B Preferred Shares are be entitled to receive
cumulative preferential cash dividends payable quarterly in an amount per share
equal to the greater of (i) $.01 and (ii) 1,000 times the aggregate per share
amount of all cash dividends, and 1,000 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions (other than
dividends payable in Common Shares), declared on the Common Shares since the
immediately
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preceding quarterly dividend payment date, or, with respect to the first
quarterly dividend payment date, since the first issuance of any share or
fraction of a Series B Preferred Share.
In the event of any liquidation, dissolution or winding up of the Company,
the holders of Series B Preferred Shares are entitled to be paid out of the
assets of the Company legally available for distribution to its shareholders a
liquidation preference of $1,000.00 per share, plus accrued and unpaid dividends
thereon to the date of payment (the "Series B Preferred Liquidation
Preference"). After the payment to the holders of the Series B Preferred Shares
of the full Series B Preferred Liquidation Preference, the holders of the Series
B Preferred Shares as such shall have no right or claim to any of the remaining
assets of the corporation until the holders of Common Shares shall have received
an amount per share (the "Common Adjustment") equal to the quotient obtained by
dividing (i) the Series B Preferred Liquidation Preference by (ii) 1,000. In
the event that there are not sufficient assets available after payment in full
of the Series B Preferred Liquidation Preference to permit payment in full of
the Common Adjustment, then the remaining assets shall be distributed ratably to
the holders of the Common Shares.
The outstanding Series B Preferred Shares may be redeemed at the option of
the Board as a whole, but not in part, at any time, or from time to time, at a
price per share (the "Series B Preferred Redemption Price") equal to (i) 1,000
times the Average Market Value of the Common Shares, plus (ii) all accrued and
unpaid dividends to and including the date fixed for redemption. The "Average
Market Value" is the average of the closing sale prices of a Common Share during
the 30-day period immediately preceding the date before the redemption date
quoted on the Composite Tape for New York Stock Exchange Listed Stocks, or, if
the Common Shares are not quoted on the Composite Tape, on The New York Stock
Exchange, or, if the Common Shares are not listed on such exchange, on the
principal United States registered securities exchange on which the Common
Shares are listed, or, if the Common Shares are not listed on any such exchange,
the average of the closing bid quotations with respect to a Common Share during
such 30-day period on The Nasdaq Stock Market, or if no such quotations are
available, the fair market value of a Common Share as determined by the Board in
good faith.
Each Series B Preferred Share shall entitle the holder thereof to 1,000
votes on all matters submitted to a vote of the shareholders of the Company. The
holders of Series B Preferred Shares and the holders of Common Shares shall vote
together as one voting group on all such matters. Whenever dividends on any
Series B Preferred Shares shall be in arrears for six or more consecutive
quarterly periods, the holders of such shares (voting separately as a class with
all other series of Preferred Shares having like voting rights) will be entitled
to vote for the election of two additional directors of the Company until all
dividends accumulated on shares of Series B Preferred Shares for the past
dividend periods and the then current dividend period shall have been fully
paid. In such case, the entire Board of Directors of the Company will be
increased by two directors.
The dividend rate on the Series B Preferred Shares, the Series B
Preferred Liquidation Preference, the Common Adjustment, the Series B Preferred
Redemption Price and the number of votes per Series B Preferred Share are all
subject to adjustment upon the declaration of
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any dividend payable in Common Shares, subdivision of the outstanding Common
Shares or combination of the outstanding Common Shares into a smaller number of
shares.
The Rights Agreement (which includes as Exhibit A the form of Rights
Certificate) and the Articles Supplementary designating the Series B Preferred
Shares are attached to this Form 8-A as exhibits and are incorporated herein by
reference. The foregoing description of the Rights and the Series B Preferred
Shares is qualified in its entirety by reference to the Rights Agreement and its
exhibits and the Articles Supplementary.
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Item 2. Exhibits.
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The following exhibits are filed as a part hereof:
1.* Rights Agreement, dated as of February 6, 1998 between the Company
and First Chicago Trust Company of New York, as Rights Agent.
2.* Form of Rights Certificate (included as Exhibit A to the Rights
Agreement).
3.* Articles Supplementary to the Amended and Restated Declaration of
Trust of Prentiss Properties Trust.
* Filed as an Exhibit to the Company's Form 8-A filed with the
Securities and Exchange Commission of February 17, 1998.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
PRENTISS PROPERTIES TRUST
(Registrant)
By: /s/ Gregory S. Imhoff
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Name: Gregory S. Imhoff
Title: Vice President and Secretary
Dated: March 10, 1998
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered
Pages
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1* Rights Agreement, dated as of February 6,
1998 between the Company and First Chicago
Trust Company of New York, as Rights Agent
2* Form of Rights Certificate (included as
Exhibit A to the Rights Agreement)
3* Articles Supplementary to the Amended and
Restated Declaration of Trust of Prentiss
Properties Trust
* Filed as an Exhibit to the Company's Form 8-A filed with the Securities and
Exchange Commission on February 17, 1998.
