As filed with the Securities and Exchange Commission on September 23, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10/A - Amendment No. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
AEGIS REALTY, INC.
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(Exact name of registrant as specified in its charter)
Maryland 13-3916825
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022-1801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212-421-5333
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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Common Stock, par value $0.01 per share American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Page 1 of __
Exhibit Index: Page 2
1
<PAGE>
Page Reference in
Solicitation Statement
Item 15. Financial Statements and Exhibits.
(a) Financial Statements:
The information required by this item is contained under the section
"FINANCIAL INFORMATION - Index to Financial Information" and such
section is incorporated herein by reference. 98
(b) Exhibits
2. Solicitation Statement dated June 18, 1997. *
3.(i) a. Articles of Incorporation (filed with the Secretary
of State of the State of Maryland on 8/13/96). *
b. Amended Articles of Incorporation (filed with the
Secretary of State of the State of Maryland on
9/26/96). *
c. Form of Articles of Amendment and Restatement. *
(ii) Form of Bylaws. *
4. Specimen Common Stock Certificate. **
10. Form of Advisory Agreement, between Aegis Realty, Inc., Summit
Insured Equity L.P., Summit Insured Equity L.P. II and Related
Aegis LLC. *
11. Statements re computation of per share earnings.
The information required by this item is contained under the
section "FINANCIAL INFORMATION - Index to Financial
Information" and such section is incorporated herein by
reference. 98
12. Statement re computation of ratios.
The information required by this item is contained under the
section "FINANCIAL INFORMATION - Index to Financial
Information" and such section is incorporated herein by
reference. 98
21. Subsidiaries of registrant (as amended). **
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* Previously filed.
** Filed herewith.
2
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment of its registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
AEGIS REALTY, INC.
(Registrant)
Date: September 23, 1997 BY: /s/ J. Michael Fried
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Name: J. Michael Fried
Title: Chairman of the Board of Directors
and President
AR
AEGIS REALTY, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
COMMON STOCK
THIS CERTIFICATE IS TRANSFERABLE
IN BOSTON, MA AND NEW YORK, NY
COMMON STOCK
SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER
RESTRICTIONS AND OTHER INFORMATION
This Certifies that CUSIP 00760P 10 4
is the owner of
FULLY PAID AND NON-ASSESSABLE $.01 PAR VALUE SHARES OF COMMON STOCK OF
Aegis Realty, Inc. transferable only on the books of the Corporation by the
holder hereof in person or by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be held subject to all of the provisions of the
charter (the "Charter") and the bylaws (the "Bylaws" ) of the Corporation and
any amendments thereto. This certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar. Witness the facsimile seal of
the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
ASSISTANT SECRETARY
CHAIRMAN OF THE BOARD
AND PRESIDENT
COUNTERSIGNED AND REGISTERED:
BankBoston, N.A.
(Boston, MA or New York, NY)
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED OFFICER
<PAGE>
The Corporation is authorized to issue classes of Capital Stock. The
Corporation will furnish, without charge, to any stockholder making a written
request therefor, a full written 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 each class of stock, and with respect to any preferred or special
class in a series, the differences in the relative rights and preferences
between the shares of each series, to the extent that they have been set, and
the authority of the Board of Directors to set the relative rights and
preferences of subsequent series. Any such request should be directed to Related
Aegis LP, 625 Madison Ave., New York, NY 10022, Attn: Investor Services
Department.
The shares represented by this certificate are subject to restrictions
on Beneficial and Constructive Ownership and Transfer for the purpose of the
Corporation's maintenance of its status as a Real Estate Investment Trust under
the Code. Subject to certain further restrictions and except as expressly
provided in the Corporation's Charter, (i) no Person may Beneficially or
Constructively Own shares of Capital Stock of the Corporation in excess of 9.9
percent of the value of the total outstanding shares of Capital Stock of the
Corporation, unless such Person is an Excepted Holder (in which case the
Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially or
Constructively Own Capital Stock that would result in the Corporation being
"closely held" under Section 856(h) of the Code or otherwise cause the
Corporation to fail to qualify as a REIT; and (iii) no Person may Transfer
shares of Capital Stock if such Transfer would result in the Capital Stock of
the Corporation being owned by fewer than 100 Persons. Any Person who
Beneficially or Constructively Owns or attempts to Beneficially or
Constructively Own shares of Capital Stock which causes or will cause a Person
to Beneficially or Constructively Own shares of Capital Stock in excess or in
violation of the above limitations must immediately notify the Corporation. If
any of the restrictions on transfer or ownership are violated, the shares of
Capital Stock represented hereby will be automatically transferred to a Trustee
of a Trust for the benefit of one or more Charitable Beneficiaries. In addition,
upon the occurrence of certain events, attempted Transfers in violation of the
restrictions described above may be void ab initio. 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 Corporation.
This certificate and the shares of Common Stock represented hereby are
issued and shall in all respects be subject to all the provisions of the Charter
and the Bylaws of the Corporation as each may be amended from time to time, to
which the stockholder, by acceptance hereof, assents. Except as otherwise
defined herein, all capitalized terms in this legend have the meanings defined
in the Charter of the Corporation, as the same may be amended from time to time,
a copy of which, including the restrictions on transfer and ownership, will be
furnished to each holder of Capital Stock of the Corporation on request and
without charge. Any such request should be directed to Related Aegis LP, 625
Madison Ave., New York, NY 10022, Attn: Investor Services Department.
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)
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
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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to transfer the said stock on the books of the within named corporation with
full power of substitution in the premises.
Dated_____________________
NOTICE:
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THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
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THE SIGNATURE(S) SHOULD 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.
Exhibit 21
List of Subsidiaries
1. Summit Insured Equity L.P., a Delaware limited partnership.
2. Summit Insured Equity L.P. II, a Delaware limited partnership.
3. Aegis Realty Operating Partnership, L.P., a Delaware limited
partnership.
