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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ARDEN REALTY, INC.
(Exact name of registrant as specified in its charter)
Maryland 95-4578533
(State of incorporation or organization) (IRS Employer Identification No.)
11601 Wilshire Boulevard, Fourth Floor, Los Angeles, California 90025-1740
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the registration
registration of a class of debt of a class of debt securities and is to
securities and is effective upon become effective simultaneously with the
filing pursuant to General effectiveness of a concurrent registration
Instruction A(c)(i) please check statement under the Securities Act of 1933
the following box. [ ] pursuant to General Instruction A(c)(2)
please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
Preferred Share Purchase Rights New York Stock Exchange, Inc.
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered.
On August 14, 1998, the Board of Directors of Arden Realty,
Inc. (the "Company") adopted a Stockholder Rights Agreement.
In connection with the Rights Agreement, the Board of
Directors of the Company declared a dividend of one preferred share purchase
right (the "Rights") for each outstanding share of common stock, par value $.01
per share (the "Common Shares"), of the Company outstanding at the close of
business on August 28, 1998 (the "Record Date"). Each Right will entitle the
registered holder thereof, after the Rights become exercisable and until August
28, 2008 (or the earlier redemption, exchange or termination of the Rights), to
purchase from the Company one one-hundredth (1/100th) of a share of Class A
Junior Participating Preferred Stock, par value $.01 per share (the "Preferred
Shares"), at a price of $75.00 per one one-hundredth (1/100th) of a Preferred
Share, subject to certain anti-dilution adjustments (the "Purchase Price").
Until the earlier to occur of (i) ten (10) days following a public announcement
that a person or group of affiliated or associated persons has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the Common
Shares (an "Acquiring Person") or (ii) ten (10) business days (or such later
date as may be determined by action of the Board of Directors prior to such time
as any person or group of affiliated persons becomes an Acquiring Person)
following the commencement or announcement of an intention to make a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the Common Shares (the earlier
of (i) and (ii) being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the Record Date, by such Common Share certificate. The Rights will be
transferred with and only with the Common Shares until the Distribution Date or
earlier redemption or expiration of the Rights. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights. The Rights will at no time have any
voting rights.
Each Preferred Share purchasable upon exercise of the Rights
will be entitled, when, as and if declared, to a minimum preferential quarterly
dividend payment of $1.00 per share but will be entitled to an aggregate
dividend of 100 times the dividend, if any, declared per Common Share. In the
event of liquidation, dissolution or winding up of the Company, the holders of
the Preferred Shares will be entitled to a preferential liquidation payment of
$100 per share plus any accrued but unpaid dividends but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes and will vote together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common Share. Preferred Shares will not be
redeemable. These Rights are protected by customary anti-dilution provisions.
Because of the nature of the Preferred Share's dividend, liquidation and voting
rights, the value of one one-hundredth of a Preferred Share purchasable upon
exercise of each Right should approximate the value of one Common Share.
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In the event that a Person becomes an Acquiring Person or if
the Company were the surviving corporation in a merger with an Acquiring Person
or any affiliate or associate of an Acquiring Person and the Common Shares were
not changed or exchanged, each holder of a Right, other than Rights that are or
were acquired or beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the then current
Purchase Price of one Right. In the event that, after a person has become an
Acquiring Person, the Company were acquired in a merger or other business
combination transaction or more than 50% of its assets or earning power were
sold, proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the then current Purchase Price of one Right.
At any time after a Person becomes an Acquiring Person and
prior to the earlier of one of the events described in the last sentence in the
previous paragraph or the acquisition by such Acquiring Person of 50% or more of
the then outstanding Common Shares, the Board of Directors may cause the Company
to exchange the Rights (other than Rights owned by an Acquiring Person which
have become void), in whole or in part, for that number of Common Shares having
an aggregate value equal to the Spread (the excess of the value of the
Adjustment Shares issuable upon the exercise of a Right over the Purchase Price)
per Right (subject to adjustment).
The Rights may be redeemed in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price") by the Board of Directors at
any time prior to the time that an Acquiring Person has become such. The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The Rights will expire on August 28, 2008 (unless earlier
redeemed, exchanged or terminated). The Bank of New York is the Rights Agent.
The Purchase Price payable, and the number of one
one-hundredths of a Preferred Share or other securities or property issuable,
upon exercise of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Shares, (ii) upon the grant to
holders of the Preferred Shares of certain rights, options or warrants to
subscribe for or purchase Preferred Shares or convertible securities at less
than the current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness,
cash, securities or assets (excluding regular periodic cash dividends at a rate
not in excess of 125% of the rate of the last regular periodic cash dividend
theretofore paid or, in case regular periodic cash dividends have not
theretofore been paid, at a rate not in excess of 50% of the average net income
per share of the Company for the four quarters ended immediately prior to the
payment of such dividend, or dividends payable in Preferred Shares (which
dividends will
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be subject to the adjustment described in clause (i) above)) or of convertible
securities, subscription rights or warrants (other than those referred to
above).
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company beyond those as an existing
stockholder, including, without limitation, the right to vote or to receive
dividends.
Any of the provisions of the Rights Agreement dated as of
August 14, 1998 between the Company and the Rights Agent (the "Rights
Agreement"), may be amended by the Board of Directors of the Company for so long
as the Rights are then redeemable, and after the Rights are no longer
redeemable, the Company may amend or supplement the Rights Agreement in any
manner that does not adversely affect the interests of the holder of the Rights.
One Right will be distributed to stockholders of the Company
for each Common Share owned of record by them on August 28, 1998. As long as the
Rights are attached to the Common Shares, the Company will issue one Right with
each new Common Share so that all such shares will have attached Rights. The
Company has agreed that, from and after the Distribution Date, the Company will
reserve 1,000,000 Preferred Shares initially for issuance upon exercise of the
Rights.
The rights are designed to assure that all of the Company's
stockholders receive fair and equal treatment in the event of any proposed
takeover of the Company and to guard against partial tender offers, open market
accumulations and other abusive tactics to gain control of the Company without
paying all stockholders a control premium. The Rights will cause substantial
dilution to a person or group that acquires 15% or more of the Company's stock
on terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors at any time prior to the first date that a Person or group has become
an Acquiring Person.
The Rights Agreement specifying the terms of the Rights and
the text of the press release announcing the declaration of the Rights, are
incorporated herein by reference as exhibits to this Current Report. The
foregoing description of the Rights is qualified in its entirety by reference to
such exhibits.
Item 2. Exhibits
1. Rights Agreement, dated as of August 14, 1998, between
Arden Realty, Inc. and The Bank of New York, which includes
the form of Articles Supplementary of the Class A Junior
Participating Preferred Stock of Arden
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Realty, Inc. as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Rights to Purchase Preferred
Shares as Exhibit C.*
2. Text of Press Release, dated August 14, 1998.*
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* Previously filed as an exhibit to the Company's current report on Form 8-K
dated August 26, 1998, and incorporated herein by reference.
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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 hereunto duly authorized.
ARDEN REALTY, INC.
Dated: August 26, 1998 By /s/ DIANA M. LAING
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Diana M. Laing
Executive Vice President
Chief Financial Officer
and Secretary
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EXHIBIT INDEX
1. Rights Agreement, dated as of August 14, 1998, between Arden Realty,
Inc. and The Bank of New York, which includes the form of Articles Supplementary
of the Class A Junior Participating Preferred Stock of Arden Realty Inc. as
Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights
to Purchase Preferred Shares as Exhibit C.*
2. Text of Press Release, dated August 14, 1998.*
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* Previously filed as an exhibit to the Company's current report on Form 8-K
dated August 26, 1998, and incorporated herein by reference.
