<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 2000
REGISTRATION NO. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
PAN PACIFIC RETAIL PROPERTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 33-0752457
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
----------------------------
1631-B SOUTH MELROSE DRIVE
VISTA, CALIFORNIA 92083
(760) 727-1002
(Address of Principal Executive Offices including Zip Code)
----------------------------
PAN PACIFIC RETAIL PROPERTIES, INC. 2000 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
----------------------------
STUART A. TANZ COPY TO:
CHAIRMAN, PRESIDENT AND WILLIAM J. CERNIUS
CHIEF EXECUTIVE OFFICER JEEVAN B. GORE
PAN PACIFIC RETAIL PROPERTIES, INC. LATHAM & WATKINS
1631-B SOUTH MELROSE DRIVE 650 TOWN CENTER DRIVE, SUITE 2000
VISTA, CALIFORNIA 92083 COSTA MESA, CALIFORNIA 92626
(760) 727-1002 (714) 540-1235
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(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------------------
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM
TITLE OF EACH AMOUNT AGGREGATE AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PRICE(1) FEE
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<S> <C> <C> <C>
Common Stock, $.01 Par Value 1,786,695 $37,484,859 $9,897
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</TABLE>
---------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The Proposed Maximum Aggregate Offering Price is
the sum of (i) the product of the number of options previously granted
(145,000) under the 2000 Stock Incentive Plan of Pan Pacific Retail
Properties, Inc. (the "Plan") and the weighted average exercise price of
these options ($18.625), and (ii) the product of the remaining shares
available for future grants under the Plan (1,641,695) and the average of
the high and low prices of the Common Stock as reported on the New York
Stock Exchange on December 4, 2000 ($21.188).
PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT AS OPTIONS GRANTED UNDER THE PLAN ARE EXERCISED.
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<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed with or included in this Registration Statement
by incorporation by reference, or otherwise.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with or included in this Registration Statement
by incorporation by reference, or otherwise.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by reference and
made a part hereof:
(a) Annual Report on Form 10-K of Pan Pacific Retail Properties, Inc.
(the "Company") for the year ended December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000;
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000;
(e) The Company's Current Report on Form 8-K dated August 21, 2000;
(f) The Company's Current Report on Form 8-K dated November 28, 2000;
(g) The Company's Definitive Proxy Statement on Schedule 14A relating to
the 2000 annual meeting of Pan Pacific stockholders held on May 5,
2000; and
(h) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 001-13243),
including any subsequently filed amendments and reports filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes that statement. Any such statement so
modified or superseded shall not constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
1
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Maryland General Corporation Law ("MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment and which is material to the cause of action.
The charter of the Company (the "Charter") contains such a provision which
eliminates such liability to the maximum extent permitted by Maryland law.
The Charter of the Company authorizes it, to the maximum extent
permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former director or officer or (b) any individual who, while a
director of the Company and at the request of the Company, serves or has served
as a director, officer, partner or trustee of another corporation, real estate
investment trust, partnership, joint venture, trust, employee benefit plan or
other enterprise from and against any claim or liability which such person may
incur by reason of his status as a present or former stockholder, director or
officer of the Company. The bylaws of the Company (the "Bylaws") obligate it, to
the maximum extent permitted by Maryland law, to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former director or officer who is made a party to the
proceeding by reason of his service in that capacity or (b) any individual who,
while a director of the Company and at the request of the Company, serves or has
served another corporation, real estate investment trust, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a director,
officer, partner or trustee of such corporation, real estate investment trust,
partnership, joint venture, trust, employee benefit plan or other enterprise and
who is made a party to the proceeding by reason of his service in that capacity.
The Charter and Bylaws also permit the Company to indemnify and advance expenses
to any person who served a predecessor of the Company in any of the capacities
described above and to any employee or agent of the Company or a predecessor of
the Company.
The MGCL requires a corporation (unless its charter provides otherwise,
which the Company's Charter does not) to indemnify a director or officer who has
been successful, on the merits or otherwise, in the defense of any proceeding to
which he is made a party by reason of his service in that capacity. The MGCL
permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities unless it is established that (a) the act or omission of the director
or officer was material to the matter giving rise to the proceeding and (i) was
committed in bad faith or (ii) was the result of active and deliberate
dishonesty, (b) the director or officer actually received an improper personal
benefit in money, property or services or (c) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. However, a Maryland corporation may not indemnify for
an adverse judgment in a suit by or in the right of the corporation or for a
judgment of liability on the basis that personal benefit was improperly
received, unless in either case a court orders indemnification and then only for
expenses. In addition, the MGCL permits a corporation to advance reasonable
expenses to a director, or officer upon the corporation's receipt of (a) a
written affirmation by the director or officer of his good faith belief that he
has met the standard of conduct necessary for indemnification by the Company as
authorized by the Bylaws and (b) a written undertaking by him or on his behalf
to repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that the standard of conduct was not met.
The inclusion of the above provisions in the Charter and Bylaws may have
the effect of reducing the likelihood of stockholder derivative suits against
directors and may discourage or deter shareholders or management from bringing a
lawsuit against directors for breach of their duty of care, even though such an
action, if successful, might otherwise have benefited the Company and its
stockholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
2
<PAGE> 4
ITEM 8. EXHIBITS.
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vista, State of California, on December 5, 2000.
PAN PACIFIC RETAIL PROPERTIES, INC.
By: /s/ STUART A. TANZ
--------------------------------
Name: Stuart A. Tanz
Title: Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stuart A. Tanz and Mark J. Riedy to be their true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for them and in their name, place and stead, in any and all
capacities (unless revoked in writing), to sign this Registration Statement and
any and all amendments thereto (including post-effective amendments and any
registration statement pursuant to Rule 462(b)), and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Securities and Exchange Commission, and every act and thing necessary or
desirable to be done, as fully to all intents and purposes as they might or
could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 5, 2000.
/s/ STUART A. TANZ Chairman, President, Chief Executive Officer
---------------------------- and Director (Principal Executive Officer)
Stuart A. Tanz
/s/ JOSEPH B. TYSON Executive Vice President and Chief Financial
---------------------------- Officer
Joseph B. Tyson
/s/ LAURIE A. SNEVE Vice President and Controller (Principal
---------------------------- Accounting Officer)
Laurie A. Sneve
/s/ PAUL D. CAMPBELL Director
----------------------------
Paul D. Campbell
/s/ JOSEPH P. COLMERY Director
----------------------------
Joseph P. Colmery
/s/ BERNARD M. FELDMAN Director
----------------------------
Bernard M. Feldman
/s/ MARK J. RIEDY Director
----------------------------
Mark J. Riedy
/s/ JAMES L. STELL Director
----------------------------
James L. Stell
/s/ DAVID P. ZIMEL Director
----------------------------
David P. Zimel
4
<PAGE> 6
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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3.1 Articles of Amendment and Restatement of Pan Pacific Retail
Properties, Inc. (previously filed as Exhibit 3.1 to Pan Pacific
Retail Properties, Inc.'s Registration Statement on Form S-11
(Registration No. 333-28715) and incorporated herein by reference).
3.2 Amended and Restated Bylaws of Pan Pacific Retail Properties, Inc.
(previously filed as Exhibit 3.2 to Pan Pacific Retail Properties,
Inc.'s Registration Statement on Form S-11 (Registration No.
333-28715) and incorporated herein by reference).
4.1 Form of Certificate of Common Stock (previously filed as Exhibit 4.1
to Pan Pacific Retail Properties, Inc.'s Registration Statement on
Form S-11 (Registration No. 333-28715) and incorporated herein by
reference).
4.2 Form of Indenture relating to the Senior Notes (previously filed as
Exhibit 4.1 to Western Properties Trust's Registration Statement on
Form S-3 (Registration No. 333-32721) and incorporated herein by
reference).
4.3 Form of Senior Notes (previously filed as Exhibit 4.1 to Western
Properties Trust's Registration Statement on Form S-3 (Registration
No. 333-32721) and incorporated herein by reference).
4.4 Form of Supplemental Indenture relating to the 7.1% Senior Notes due
2006 (previously filed as Exhibit 4.5 to Western Properties Trust's
Form 8-K, dated September 24, 1997, and incorporated herein by
reference).
4.5 Form of Supplemental Indenture relating to the 7.2% Senior Notes due
2008 (previously filed as Exhibit 4.6 to Western Properties Trust's
Form 8-K, dated September 24, 1997, and incorporated herein by
reference).
4.6 Form of Supplemental Indenture relating to the 7.3% Senior Notes due
2010 (previously filed as Exhibit 4.7 to Western Properties Trust's
Form 8-K, dated September 24, 1997, and incorporated herein by
reference).
4.7 Form of Supplemental Indenture relating to the assumption by Pan
Pacific Retail Properties, Inc. of the Indenture relating to the
7.1% Senior Notes due 2006, the 7.2% Senior Notes due 2008 and the
7.3% Senior Notes due 2010 (previously filed as Exhibit 4.7 to Pan
Pacific Retail Properties, Inc.'s Registration Statement on Form S-3
(Registration No. 333-51230) and incorporated herein by reference).
<PAGE> 7
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.8 Form of Indenture relating to the 7.875% Senior Notes due 2004
(previously filed as Exhibit 4.2 to Western Properties Trust
Registration Statement on Form S-3 (Registration No. 33-71270).
4.9 Form of Supplemental Indenture relating to the assumption by Pan
Pacific Retail Properties, Inc. of the Indenture relating to the
7.875% Senior Notes due 2004 (previously filed as Exhibit 4.9 to Pan
Pacific Retail Properties, Inc.'s Registration Statement on Form S-3
(Registration No. 333-51230) and incorporated herein by reference).
+5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality
of the securities to be issued.
10.1 Form of Miscellaneous Rights Agreement (previously filed as Exhibit
10.6 to the Pan Pacific Retail Properties, Inc.'s Registration
Statement on Form S-11 (Registration No. 333-28715) and incorporated
herein by reference).
10.2 The 2000 Stock Incentive Plan of Pan Pacific Retail Properties, Inc.
(previously filed as Appendix A to Pan Pacific Retail Properties,
Inc.'s Proxy Statement for the 2000 Annual Meeting of Stockholders
and incorporated herein by reference).
+23.1 Consent of KPMG LLP.
+23.2 Consent of KPMG LLP.
23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (contained on signature page).
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+ Filed herewith
