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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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
ALEXANDRIA REAL ESTATE EQUITIES, INC.
(Exact name of Registrant as Specified in its Charter)
MARYLAND 95-4502084
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(State of Incorporation (I.R.S. Employer Identification No.)
or Organization)
135 NORTH LOS ROBLES AVENUE
SUITE 250
PASADENA, CALIFORNIA 91101
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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
securities pursuant to Section pursuant to Section 12(g) of the
12(b) of the Exchange Act and is Exchange Act and is effective pursuant
effective pursuant to General to General Instruction A.(d), please
Instruction A.(c), please check the check the following box. [ ]
following box. [ ]
Securities Act registration statement file number to which this form relates:
333-56451
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
- ------------------- ------------------------------
9.50% Series A Cumulative Redeemable New York Stock Exchange
Preferred Stock, $.01 par value per
share
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1 DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the 9.50% Series A Cumulative Redeemable Preferred
Stock, $.01 par value per share ("Series A Preferred Stock"), of Alexandria
Real Estate Equities, Inc. (the "Company") is contained in a Prospectus
Supplement filed with the Securities and Exchange Commission on June 9, 1999
pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended. Such
Prospectus Supplement supplements the Prospectus contained in the Company's
Registration Statement on Form S-3 (File No. 333-56451), which became
effective on June 26, 1998. Such Prospectus Supplement shall be deemed to be
incorporated herein by reference for all purposes.
ITEM 2 EXHIBITS.
The securities described herein are to be registered on the New York
Stock Exchange, on which other securities of the Company are registered.
Accordingly, the following exhibits, required to be filed herewith in accordance
with the Instructions as to exhibits to Form 8-A, have been duly filed with the
New York Stock Exchange:
3.1 Articles of Amendment and Restatement of the Company (Incorporated by
reference to Exhibit 3.1 to the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1997).
3.2 Certificate of Correction of the Company (Incorporated by reference to
Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1997).
3.3 Amended and Restated Bylaws of the Company (Incorporated by reference
to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1997).
3.4 Amendment to Amended and Restated Bylaws of the Company (Incorporated
by reference to Exhibit 3.4 to the Company's Annual Report on Form
10-K for the year ended December 31, 1998).
3.5 Articles Supplementary of the Company relating to the 9.50% Series A
Cumulative Redeemable Preferred Stock of the Company.
4.1 Specimen certificate of 9.50% Series A Cumulative Redeemable
Preferred Stock of the Company.
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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.
ALEXANDRIA REAL ESTATE EQUITIES, INC.
By: /s/ Peter J. Nelson
-------------------
Name: Peter J. Nelson
Title: Chief Financial Officer
Date: June 9, 1999
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ALEXANDRIA REAL ESTATE EQUITIES, INC.
ARTICLES SUPPLEMENTARY
9.50% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK
ALEXANDRIA REAL ESTATE EQUITIES, INC. a Maryland corporation (the
"Corporation"), hereby certifies to the Maryland State Department of Assessments
and Taxation that:
FIRST: Pursuant to Article VI of Section 6.3 of the Articles of
Amendment and Restatement of the Corporation (the "Charter"), the Board of
Directors of the Corporation (the "Board of Directors"), by resolution duly
adopted, classified and designated 1,610,000 shares (the "Shares") of Preferred
Stock (as defined in the Charter) as shares of 9.50% Series A Cumulative
Redeemable Preferred Stock, $.01 par value per share (the "Series A Preferred
Stock"), with the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications and terms and conditions of redemption, subject in all cases to
the provisions of Article VII of the Charter, as set forth as follows, which
upon any restatement of the Charter shall be made part of Article VI, with any
necessary or appropriate changes to the enumeration or lettering of sections or
subsections hereof. The classification increases the number of shares classified
as Series A Preferred Stock from no shares immediately prior to the
classification to 1,610,000 shares immediately after the classification. The
classification decreases the number of shares of unclassified Preferred Stock
from 100,000,000 shares immediately prior to the classification to 98,390,000
shares immediately after the classification.
9.50% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK
1. Designation and Amount.
The Series A Preferred Stock designated herein shall be 9.50% Series A
Cumulative Redeemable Preferred Stock, par value $.01 per share. The number of
shares of Series A Preferred Stock to be authorized shall be 1,610,000.
2. Dividend Provisions.
(a) Subject to the rights of series of Preferred Stock which may from
time to time come into existence, holders of shares of Series A Preferred Stock
shall be entitled to receive, when and as declared by the Board of Directors,
out of funds legally available for the payment of dividends, cumulative
preferential cash dividends at the rate of 9.50% per annum of the Liquidation
Preference (as hereinafter defined) per share (equivalent to a fixed annual
amount of $2.375 per share). Such dividends shall be cumulative from the date of
original issue and shall be payable quarterly in arrears on or before the 15th
day of each of January, April, July and October of each year or, if not a
business day, the next succeeding business day (each, a "Dividend Payment
Date"). The first dividend, which will be due on or before July 15, 1999, will
be for less than a full quarter. Such first dividend and any dividend payable on
Series A Preferred Stock for any partial dividend period will be computed on the
basis of a 360-day year consisting of twelve 30-day months. Dividends will be
payable to holders of record as they appear in the records of the Corporation at
the close of business on the last business day of December, March, June and
September, respectively, or on such date designated by the Board of Directors of
the Corporation that is not more than 30 nor less than ten days prior to the
applicable Dividend Payment Date (each, a "Dividend Record Date").
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(b) Dividends on Series A Preferred Stock will accrue whether or not
the Corporation has earnings, whether or not there are funds legally available
for the payment of such dividends and whether or not such dividends are
declared. Accrued but unpaid dividends on the Series A Preferred Stock will
accumulate as of the Dividend Payment Date on which they become payable. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on Series A Preferred Stock which may be in
arrears. No dividends on shares of Series A Preferred Stock shall be declared by
the Board of Directors or paid or set apart for payment by the Corporation at
such time as the terms and provisions of any of the Corporation's agreements,
including any agreement relating to the Corporation's indebtedness, prohibits
such declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.
(c) If, for any taxable year, the Corporation elects to designate as
"capital gain dividends" (as defined in Section 857 of the Internal Revenue Code
of 1986, as amended, or any successor revenue code or section (the "Code")) any
portion (the "Capital Gains Amount") of the total dividends (as determined for
federal income tax purposes) paid or made available for the year to holders of
all classes of stock (the "Total Dividends"), then the portion of the Capital
Gains Amount that shall be allocable to holders of Series A Preferred Stock
shall be the amount that the Total Dividends (as determined for federal income
tax purposes) paid or made available to the holders of Series A Preferred Stock
for the year bears to the Total Dividends.
(d) If any shares of Series A Preferred Stock are outstanding, no
dividends (other than in shares of Common Stock (as defined in the Charter) or
other series of Preferred Stock ranking junior to Series A Preferred Stock as to
dividends and upon liquidation) shall be declared or paid or set apart for
payment on any Common Stock or any other series of Preferred Stock of the
Corporation ranking junior to Series A Preferred Stock as to dividends, for any
period unless full cumulative dividends have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof set
apart for such payments on shares of Series A Preferred Stock and all other
series of Preferred Stock ranking, as to dividends, on a parity with the Series
A Preferred Stock for all past dividend periods and the then current dividend
period. When dividends are not paid in full (or a sum sufficient for such full
payment is not so set apart) upon the shares of Series A Preferred Stock and the
shares of any other series of Preferred Stock ranking on parity as to dividends
with shares of Series A Preferred Stock, all dividends declared upon shares of
Series A Preferred Stock and any other series of Preferred Stock ranking on a
parity as to dividends with Series A Preferred Stock shall be declared pro rata
so that the amount of dividends declared per share of Series A Preferred Stock
and such other series of Preferred Stock shall in all cases bear to each other
the same ratio that accrued dividends per share on Series A Preferred Stock and
such other series of Preferred Stock (which shall not include any accrual in
respect of unpaid dividends for prior dividend periods if such preferred stock
does not have a cumulative dividend) bear to each other.
(e) Except as provided in Section 2(d), unless full cumulative
dividends on shares of Series A Preferred Stock have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof
set apart for payment for all past dividend periods and the then current
dividend period, no dividends (other than in shares of Common Stock or other
stock ranking junior to Series A Preferred Stock as to dividends and upon
liquidation) shall be declared or paid or set aside for payment nor shall any
other distribution be declared or made upon the shares of Common Stock or any
other stock of the Corporation ranking junior to or on a parity with Series A
Preferred Stock as to dividends or upon liquidation, nor shall any shares of
Common Stock or any other stock of the Corporation ranking junior to or on a
parity with Series A Preferred Stock as to dividends or upon liquidation be
redeemed, purchased or otherwise acquired for any consideration (or any monies
be paid to
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or made available for a sinking fund for the redemption of any such
stock) by the Corporation or any affiliate or any person acting on behalf of the
Corporation or any of its affiliates (except by conversion into or exchange for
other stock of the Corporation ranking junior to Series A Preferred Stock as to
dividends and amounts upon liquidation or exchanges for the purpose of
preserving the Corporation's status as a REIT).
(f) Any dividend payment made on shares of Series A Preferred Stock
shall first be credited against the earliest accrued but unpaid dividend due
with respect to shares of Series A Preferred Stock which remains payable.
3. Liquidation Preference.
(a) Subject to the rights of series of Preferred Stock which may from
time to time come into existence, upon any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, then, before any
distribution of assets shall be made to the holders of any shares of Common
Stock or any other class or series of stock of the Corporation ranking junior to
Series A Preferred Stock as to liquidation rights, the holders of shares of
Series A Preferred Stock shall be entitled to receive out of assets of the
Corporation legally available for distribution to stockholders, liquidation
distributions in the amount of the liquidation preference of $25.00 per share
(the "Liquidation Preference"), plus an amount equal to all dividends accrued
and unpaid thereon to the date of payment. Holders of Series A Preferred Stock
will be entitled to written notice of any event triggering the right to receive
such Liquidation Preference. After payment of the full amount of the Liquidation
Preference, plus any accrued and unpaid dividends to which they are entitled,
the holders of shares of Series A Preferred Stock will have no right or claim to
any of the remaining assets of the Corporation. In the event that, upon any such
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation, the available assets of the Corporation are insufficient to
pay the amount of the liquidation distributions on all outstanding shares of
Series A Preferred Stock and the corresponding amounts payable on all shares of
other classes or series of stock of the Corporation ranking on a parity with
Series A Preferred Stock in the distribution of assets upon any liquidation,
dissolution or winding up of the affairs of the Corporation ("Parity Stock"),
then the holders of shares of Series A Preferred Stock and Parity Stock shall
share ratably in any such distribution of assets in proportion to the full
liquidating distributions to which they would otherwise be respectively
entitled.
(b) A consolidation or merger of the Corporation with or into any other
trust, entity or entities, or a sale, lease, consolidation, conveyance or
disposition of all or substantially all of the assets of the Corporation or the
effectuation by the Corporation of a transaction or series of related
transactions in which more than 50% of the voting power of the Corporation is
disposed of, shall not be deemed to be a liquidation, dissolution or winding up
of the affairs of the Corporation within the meaning of this Section 3.
4. Redemption.
(a) Shares of Series A Preferred Stock are not redeemable prior to June
11, 2004, except that each share of Series A Preferred Stock is redeemable as
provided in Article VII of the Charter of the Corporation. On and after June 11,
2004, the Corporation at its option upon not less than 30 nor more than 60 days'
written notice, may redeem outstanding shares of Series A Preferred Stock, in
whole or in part, at any time or from time to time, for cash at a redemption
price of $25.00 per share, plus an amount equal to all dividends accrued and
unpaid thereon to the date fixed for redemption (except as provided below),
without interest. The redemption price of shares of Series A Preferred Stock
(other than the portion thereof consisting of accrued and unpaid dividends) is
payable solely out of proceeds from the sale of other stock of the Corporation,
which may include any equity securities, Common Stock, Preferred
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Stock, depositary shares, interests, participations or other ownership interests
in the Corporation however designated and any rights (other than debt securities
convertible into or exchangeable for equity securities), warrants or options to
purchase any thereof. Holders of shares of Series A Preferred Stock to be
redeemed shall surrender such shares of Series A Preferred Stock at the place
designated in such notice and shall be entitled to the redemption price and any
accrued and unpaid dividends payable upon such redemption following such
surrender. If fewer than all of the outstanding shares of Series A Preferred
Stock are to be redeemed, the number of shares to be redeemed will be determined
by the Corporation and such shares will be redeemed pro rata from the holders of
record of such shares in proportion to the number of such shares held by such
holders (with adjustments to avoid redemption of fractional shares) or by any
other equitable method determined by the Corporation.
(b) Unless full cumulative dividends on all outstanding shares of
Series A Preferred Stock shall have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for
payment for all past dividend periods and the then current dividend period, no
shares of Series A Preferred Stock or Parity Stock shall be redeemed unless all
outstanding shares of Series A Preferred Stock or Parity Stock are
simultaneously redeemed; provided, however, that the foregoing shall not prevent
the exchange by the Corporation of shares of Series A Preferred Stock or Parity
Stock for an equal number of shares of Excess Stock (as defined in the Charter)
in accordance with Article VII of the Charter of the Corporation or the purchase
or acquisition of shares of Series A Preferred Stock pursuant to a purchase or
exchange offer made on the same terms to holders of all outstanding shares of
Series A Preferred Stock. Furthermore, unless full cumulative dividends on all
outstanding shares of Series A Preferred Stock shall have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for payment for all past dividend periods and the then
current dividend period, the Corporation shall not purchase or otherwise acquire
directly or indirectly any shares of Series A Preferred Stock (except by
exchange for shares of stock of the Corporation ranking junior to Series A
Preferred Stock as to dividends and upon liquidation); provided, however, that
the foregoing shall not prevent exchange by the Corporation of shares of Series
A Preferred Stock or Parity Stock for an equal number of shares of Excess Stock
in accordance with Article VII of the Charter of the Corporation or the purchase
or acquisition of shares of Series A Preferred Stock pursuant to a purchase or
exchange offer made on the same terms to holders of all outstanding shares of
Series A Preferred Stock.
(c) Notice of redemption will be given by publication in a newspaper of
general circulation in the City of New York, such publication to be made once a
week for two successive weeks commencing not less than 30 nor more than 60 days
prior to the redemption date. A similar notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
holder of record of shares of Series A Preferred Stock at the address shown on
the share transfer books of the Corporation. No failure to give such notice or
any defect therein in the mailing thereof shall affect the validity of the
proceeding for the redemption of any shares of Series A Preferred Stock except
as to the holder to whom notice was defective or not given. Each notice shall
state: (i) the redemption date; (ii) the number of shares of Series A Preferred
Stock to be redeemed; (iii) the redemption price per share; (iv) the place or
places where certificates for shares of Series A Preferred Stock are to be
surrendered for payment of the redemption price; and (v) that dividends on
shares of Series A Preferred Stock will cease to accrue on such redemption date.
If fewer than all shares of Series A Preferred Stock are to be redeemed, the
notice mailed to each such holder thereof shall also specify the number of
shares of Series A Preferred Stock to be redeemed from each such holder. If
notice of redemption of any shares of Series A Preferred Stock has been given
and if the funds necessary for such redemption have been set aside by the
Corporation in trust for the benefit of the holders of shares of Series A
Preferred Stock so called for redemption, then from and after the redemption
date, dividends will cease to accrue on such shares of Series A Preferred Stock,
such shares of Series A Preferred Stock shall no longer be deemed outstanding
and all rights of the holders of such shares will terminate, except the right to
receive the redemption price.
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(d) Immediately prior to any redemption of Series A Preferred Stock,
any accumulated and unpaid dividends through the redemption date shall be paid
in cash, unless a redemption date falls after a Dividend Record Date and prior
to the corresponding Dividend Payment Date, in which case each holder of Series
A Preferred Stock at the close of business on such Dividend Record Date shall be
entitled to the dividend payable on such shares on the corresponding Dividend
Payment Date notwithstanding the redemption of such shares between such Dividend
Record Date and the corresponding Dividend Payment Date or our default in the
payment of the dividend due. Except as provided above, the Corporation will make
no payment or allowance for unpaid dividends, whether or not in arrears, on
shares of Series A Preferred Stock which have been called for redemption.
(e) Series A Preferred Stock will not be subject to any sinking fund or
mandatory redemption, except as provided in Article VII of the Charter of the
Corporation.
5. Voting Rights
(a) Except as indicated in this Section 5, the holders of shares of
Series A Preferred Stock will have no voting rights.
(b) If six or more quarterly dividends (whether or not consecutive)
payable on shares of Series A Preferred Stock or any Parity Preferred (as
defined below) are in arrears (a "Preferred Dividend Default"), whether or not
earned or declared, the number of directors then constituting the Board of
Directors of the Corporation will automatically be increased by two, and the
holders of shares of Series A Preferred Stock, voting together as a class with
the holders of shares of any other series of Preferred Stock ranking on a parity
with the Series A Preferred Stock as to dividends ("Parity Preferred") upon
which like voting rights have been conferred and are exercisable, will have the
right to elect two directors to serve on the Corporation's Board of Directors at
a special meeting called by of the holders of record of at least 20% of the
Series A Preferred Stock or the holders of record of at least 20% of any series
of Parity Preferred so in arrears (unless such request is received less than 90
days before the date fixed for the next annual or special meeting of
stockholders) and at each subsequent annual meeting until all dividends
accumulated on such shares of Series A Preferred Stock and Parity Preferred for
the past dividend periods and the dividend for the then current dividend period
shall have been fully paid or declared and a sum sufficient for the payment
thereof set aside for payment. A quorum for any such meeting shall exist if at
least a majority of the outstanding shares of Series A Preferred Stock and
shares of Parity Preferred upon which like voting rights have been conferred and
are exercisable are represented in person or by proxy at such meeting. Such
directors shall be elected upon the affirmative vote of a plurality of the
shares of Series A Preferred Stock and such Parity Preferred present and voting
in person or by proxy at a duly called and held meeting at which a quorum is
present. If and when all accumulated dividends and the dividend for the then
current dividend period on the Series A Preferred Stock shall have been paid in
full or set aside for payment in full, the holders thereof shall be divested of
the foregoing voting rights (subject to revesting in the event of each and every
Preferred Dividend Default) and, if all accumulated dividends and the dividend
for the then current period have been paid in full or declared and set aside for
payment in full on all series of Parity Preferred upon which like voting rights
have been conferred and are exercisable, the term of office of each director so
elected shall immediately terminate. The directors so elected shall each be
entitled to one vote per director on any matter.
(c) So long as any shares of Series A Preferred Stock remain
outstanding, the Corporation will not without the affirmative vote or consent of
the holders of at least two-thirds of the shares of the Series A Preferred Stock
outstanding at the time, given in person or by proxy, either in writing or at a
meeting (voting separately as a class), (a) authorize or create, or increase the
authorized or issued amount of, any class or series of stock ranking senior to
the Series A Preferred Stock with respect to payment of dividends or the
distribution of assets upon liquidation, dissolution or winding up or
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reclassify any authorized stock of the Company into such shares, or create,
authorize or issue any obligation or security convertible into or evidencing the
right to purchase any such shares; or (b) amend, alter or repeal the provisions
of the Corporation's Charter or these Articles Supplementary, whether by merger,
consolidation or otherwise (an "Event"), so as to materially and adversely
affect any right, preference, privilege or voting power of the Series A
Preferred Stock or the holders thereof; provided, however, with respect to the
occurrence of any Event set forth in (b) above, so long as the Series A
Preferred Stock remains outstanding with the terms thereof materially unchanged,
or if the Corporation is not the surviving entity and the successor entity
issues to holders of Series A Preferred Stock preferred shares with
substantially identical rights, privileges, preferences and voting powers as the
Series A Preferred Stock, the occurrence of any such Event shall not be deemed
to materially and adversely affect such rights, preferences, privileges or
voting power of holders of the Series A Preferred Stock and provided further
that (i) any increase in the amount of the authorized Preferred Stock or the
creation or issuance of any other series of Preferred Stock, or (ii) any
increase in the amount of authorized shares of such series, in each case ranking
on a parity with or junior to the Series A Preferred Stock with respect to
payment of dividends or the distribution of assets upon liquidation, dissolution
or winding up, shall not require the vote of the holders of the Series A
Preferred Stock.
(d) Except as provided above, the holders of Series A Preferred Stock
are not entitled to vote on any merger or consolidation involving the
Corporation, on any share exchange or on a sale of all or substantially all of
the assets of the Corporation.
6. Conversion.
The shares of Series A Preferred Stock are not convertible into or
exchangeable for any other property or securities of the Corporation, except
that each share of Series A Preferred Stock is exchangeable into Excess Stock as
provided in Article VII of the Charter of the Corporation.
7. Status of Redeemed Stock.
In the event any shares of Series A Preferred Stock shall be redeemed
pursuant to Section 4 hereof, the shares so redeemed shall revert to the status
of authorized but unissued shares of Series A Preferred Stock available for
future issuance or reclassification by the Corporation.
SECOND: The Shares have been classified and designated by the Board of
Directors under the authority contained in the Charter.
THIRD: These Articles Supplementary have been approved by the Board of
Directors in the manner and by the vote required by law.
FOURTH: The undersigned Chief Executive Officer of the Corporation
acknowledges these Articles Supplementary to be the corporate act of the
Corporation and, as to all matters or facts required to be verified under oath,
the undersigned Chief Executive Officer acknowledges that to the best of his
knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties for
perjury.
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IN WITNESS WHEREOF, ALEXANDRIA REAL ESTATE EQUITIES, INC. has caused
these Articles Supplementary to be signed in its name and on its behalf by
its Senior Vice President and attested to by its Assistant Secretary on
June 9, 1999.
ATTEST: ALEXANDRIA REAL ESTATE EQUITIES, INC.
/s/ Lynn Anne Shapiro /s/ Peter J. Nelson
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Lynn Anne Shapiro, Peter J. Nelson, Senior Vice President
Assistant Secretary
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TEMPORARY CERTIFICATE--EXCHANGEABLE FOR DEFINITIVE CERTIFICATE
WHEN READY FOR DELIVERY
9.50% SERIES A 9.50% SERIES A
CUMULATIVE CUMULATIVE
REDEEMABLE REDEEMABLE
PREFERRED STOCK PREFERRED STOCK
NUMBER [LOGO] SHARES
AR__________
ALEXANDRIA
REAL ESTATE EQUITIES, INC.
INCORPORATED UNDER THE LAWS OF SEE REVERSE FOR IMPORTANT
THE STATE OF MARYLAND NOTICE ON TRANSFER RESTRICTIONS
AND OTHER INFORMATION
CUSIP 015271 20 B
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE 9.50% SERIES A CUMULATIVE
REDEEMABLE PREFERRED STOCK, $.01 PAR VALUE PER SHARE (THE "SERIES A PREFERRED
STOCK"), OF
- -----------------------ALEXANDRIA REAL ESTATE EQUITIES, INC.-------------------
(the "Company") transferable on the books of the Company by the holder hereof
in person or by duly authorized agent upon surrender of this Certificate
properly endorsed. This Certificate is not valid until countersigned by the
"Transfer Agent and registered by the Registrar. This Certificate and the
shares represented hereby are issued an shall be subject to all of the
provisions of the charter (the "Charter") and the Bylaws of the Company and
any amendments thereto.
WITNESS the seal of the Company and the facsimile signature of its duly
authorized officers.
Dated:
/s/ PETER J. NELSON /s/ J. M. SUDARSKY
SECRETARY [SEAL] CHAIRMAN
COUNTERSIGNED AND REGISTERED
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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THE COMPANY IS AUTHORIZED TO ISSUE TWO CLASSES OF STOCK WHICH ARE
DESIGNATED AS COMMON STOCK AND PREFERRED STOCK. THE PREFERRED STOCK MAY BE
ISSUED IN ONE OR MORE SERIES OR CLASSES. THE BOARD OF DIRECTORS IS AUTHORIZED
TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH SERIES
OR CLASS OF PREFERRED STOCK BEFORE THE ISSUANCE OF ANY SUCH SERIES OR CLASS
OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY
SHAREHOLDER MAKING A REQUEST THEREFOR, A COPY OF THE COMPANY'S CHARTER AND A
FULL STATEMENT OF THE INFORMATION REQUIRED BY SECTION 2-211(B) OF THE
CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH
RESPECT TO THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS,
VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER
DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE
STOCK OF EACH CLASS WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE AND, SINCE
THE COMPANY IS AUTHORIZED TO ISSUE PREFERRED STOCK IN SERIES OR CLASSES, (i)
THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF
EACH SERIES OR CLASS TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD
OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OR
CLASSES. REQUEST FOR SUCH WRITTEN STATEMENT MUST BE DIRECTED TO THE SECRETARY
OF THE COMPANY AT ITS PRINCIPAL OFFICE. THE FOREGOING SUMMARY DOES NOT
PURPORT TO BE COMPLETE AND IS SUBJECT TO AND QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE CHARTER OF THE COMPANY.
The shares of Series A Preferred Stock represented by this Certificate
are subject to restrictions on transfer for the purpose of establishing or
maintaining the Company's status as a real estate investment trust under the
Internal Revenue Code of 1986, as amended (the "Code"). No person may
Beneficially Own shares in excess of the Ownership Limit, which may increase
or decrease from time to time, unless such Person is an Excepted Holder. Any
Person who attempts to beneficially own shares in violation of the above
limitation must immediately notify the Company. If the restrictions on
ownership or transfer are violated, the shares represented hereby will be
automatically exchanged for shares of Excess Stock, which will be held in
trust for a Charitable Beneficiary. The foregoing is qualified in its
entirety by reference to the Charter and all capitalized terms in this legend
have the meanings defined in the Charter. The Company will furnish a copy of
the Charter to any stockholder of the Company on request and without charge.
Such request must be made to the Secretary of the Company at the Company's
principal office.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR
DESTROYED THE COMPANY WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- ...............Custodian...............
(Cust) (Minor)
under Uniform Gifts to Minors
Act.................................
(State)
UNIF TRF MIN ACT -- ...........Custodian (until age.......)
(Cust)
................under Uniform Transfers
(Minor)
to Minors Act..........................
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ____________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
______________________________________________________________________________
______________________________________________________________________________
_______________________________________________________________________ Shares
of the preferred stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
________________________________________________________________________ Agent
to transfer the said stock on the books of the within named Company with full
power of substitution in the premises.
Dated _______________________
X _________________________________________________
X _________________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
