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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1999
REGISTRATION STATEMENT NO. 333-68493
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SL GREEN REALTY CORP.
(Exact name of registrant as specified in its charter)
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<S> <C>
MARYLAND 13-3956775
(State or other jurisdiction of incorporation or (I.R.S. employer identification number)
organization)
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420 LEXINGTON AVENUE
NEW YORK, NEW YORK 10170
(212) 594-2700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
70 WEST 36(TH) STREET
NEW YORK, NEW YORK 10018
(FORMER ADDRESS OF REGISTRANT)
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STEPHEN L. GREEN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
420 LEXINGTON AVENUE
NEW YORK, NEW YORK 10170
(212) 594-2700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPY TO:
MICHAEL F. TAYLOR, ESQ.
BROWN & WOOD LLP
ONE WORLD TRADE CENTER, 58(TH) FLOOR
NEW YORK, N.Y. 10048
(212) 839-8602
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF PUBLIC: From time to
time after this Registration Statement becomes effective. 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, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE WITH SECTION 8(A) OF THE SECURITIES
ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON THE
DATE THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
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1.1 --Form of Underwriting Agreement.(1)
4.1 --Form of Designating Amendment for Preferred Stock.(1)
5.1 --Opinion of Brown & Wood LLP as to the legality of the securities.(2)
8.1 --Opinion of Brown & Wood LLP as to tax matters.
12.1 --Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred
Dividends.(2)
23.1 --Consent of Brown & Wood LLP (included in Exhibit 5.1).(2)
23.2 --Consent of Ernst & Young LLP.(2)
24.1 --Power of attorney (included on signature page of this registration statement) (2).
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(1) To be filed by amendment or incorporated by reference in connection with the
offering of securities.
(2) Previously filed.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, SL Green Realty
Corp. 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, on September 28, 1999.
SL GREEN REALTY CORP.
BY: /S/ THOMAS E. WIRTH
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Thomas E. Wirth
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ STEPHEN L. GREEN* Chief Executive Officer and
------------------------------------------- Chairman of the Board of September 28, 1999
Stephen L. Green* Directors
/s/ DAVID J. NETTINA* President and Chief Operating
------------------------------------------- Officer (principal executive September 28, 1999
David J. Nettina* officer)
Executive Vice President and
/s/ THOMAS E. WIRTH Chief Financial Officer
------------------------------------------- (principal financial officer September 28, 1999
Thomas E. Wirth and principal accounting
officer)
/s/ BENJAMIN P. FELDMAN
------------------------------------------- Director September 28, 1999
Benjamin P. Feldman
/s/ JOHN H. ALSCHULER*
------------------------------------------- Director September 28, 1999
John H. Alschuler
/s/ EDWIN THOMAS BURTON, III*
------------------------------------------- Director September 28, 1999
Edwin Thomas Burton, III
/s/ JOHN S. LEVY*
------------------------------------------- Director September 28, 1999
John S. Levy
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* By Power of Attorney
II-2
<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBITS DESCRIPTION
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<C> <C> <S>
1.1 -- Form of Underwriting Agreement.(1)
4.1 -- Form of Designating Amendment for Preferred Stock.(1)
5.1 -- Opinion of Brown & Wood LLP as to the legality of the securities.(2)
8.1 -- Opinion of Brown & Wood LLP as to tax matters.
12.1 -- Calculation of Ratios of Earnings to Fixed Charges.(2)
23.1 -- Consent of Brown & Wood LLP (included in Exhibit 5.1).(2)
23.2 -- Consent of Ernst & Young LLP.(2)
24.1 -- Power of attorney (included on signature page of this registration statement).(2)
</TABLE>
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(1) To be filed by amendment or incorporated by reference in connection with the
offering of securities.
(2) Previously filed.
<PAGE>
Exhibit 8.1
September 28, 1999
SL Green Realty Corp.
70 West 36th Street
New York, New York 10018-8007
Ladies and Gentlemen:
You have requested our opinion concerning certain of the federal income
tax matters with respect to SL Green Realty Corp. (the "Company") in connection
with the Form S-3 Registration Statement of the Company filed by the Company
with the Securities and Exchange Commission (the "SEC") on January 4, 1999
(the "Registration Statement").
This opinion is based, in part, upon various assumptions and factual
representations set forth in the Registration Statement, in registration
statements on Form S-11 and S-3 previously filed by the Company with the SEC
and in a letter delivered to us by the Company today. This opinion is also
based upon the Internal Revenue Code of 1986, as amended (the "Code"), the
Treasury Regulations promulgated thereunder and existing administrative and
judicial interpretations thereof, all as they exist at the date of this
letter. All of the foregoing statutes, regulations and interpretations are
subject to change, in some circumstances with retroactive effect. Any changes
to the foregoing authorities might result in modifications of our opinions
contained herein.
Based on the foregoing, we are of the opinion that, commencing with the
Company's taxable year ended December 31, 1997, the Company was organized in
conformity with the requirements for qualification and taxation as a real estate
investment trust (a "REIT") under the Code and the proposed method of operation
of the Company will enable the Company to meet the requirements for
qualification and taxation as a REIT.
Furthermore, based on the factual representations by SL Green and
the operating partnership, SL Green Operating Partnership, L.P., as set forth
in the Registration Statement, for Federal income tax purposes, the operating
partnership will be treated as a partnership.
We express no opinion with respect to the transactions described
herein and in the Registration Statement other than those expressly set forth
herein. Furthermore, the Company's qualification as a REIT will depend on the
Company's meeting, in its actual operations, the applicable asset
composition, source of income, shareholder diversification, distribution and
other requirements of the
<PAGE>
Code and Treasury Regulations necessary for a corporation to qualify as a
REIT. We will not review these operations and no assurance can be given that
the actual operations of the Company and its affiliates will meet these
requirements or the representations made to us with respect thereto.
This opinion is furnished to you for your use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as
Exhibit 8.1 to the Registration Statement and to the use of our name in
connection with the material discussed therein under the caption "Federal Income
Tax Consequences."
Very truly yours,
