<PAGE>
As filed with the Securities and Exchange Commission on December 29, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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CABOT INDUSTRIAL TRUST
(Exact name of registrant as specified in its charter)
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Maryland 04-3397866
(State of organization) (I.R.S. Employer Identification No.)
Two Center Plaza, Suite 200, Boston, Massachusetts 02108
(617) 723-0900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Robert E. Patterson
President
Cabot Industrial Trust
Two Center Plaza, Suite 200
Boston, Massachusetts 02108
(617) 723-0900
(Name, address, including zip code, and telephone number, including area code,
of agent for service):
Copies to:
James R. Walther
Mayer, Brown & Platt
350 South Grand Ave., 25th Floor
Los Angeles, California 90071
(213) 229-9500
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Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after the 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, 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. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities to be Amount to be Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Common Shares of
Beneficial Interest, par
value $0.01 per share... 1,500,000 $18.81 $28,215,000 $7,448.76
</TABLE>
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(1) Estimated solely for purposes of determining the registration fee.
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The Registrant hereby amends this Registration Statement on such 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 in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION DATED DECEMBER 29, 1999
PROSPECTUS
CABOT INDUSTRIAL TRUST
1999 DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
Cabot Industrial Trust has established the 1999 Dividend Reinvestment and
Share Purchase Plan. The plan is designed to provide participants with a
convenient and economical method to purchase Cabot common shares of beneficial
interest and to reinvest all or a portion of their cash distributions in
additional Cabot common shares. The plan also allows persons who are not
already shareholders of Cabot to purchase Cabot common shares under the plan.
The plan will be administered by an agent, BankBoston, N.A., or any successor
bank or trust company as may from time to time be designated by Cabot. The
administrative support to the agent may be performed by EquiServe, L.P., a
registered transfer agent.
The agent will buy, at Cabot's option, newly issued common shares directly
from Cabot or common shares in the open market or in negotiated transactions
with third parties. Cabot common shares purchased directly from Cabot under the
plan will be priced at a 0% to 5% discount from market prices at the time of
the investment, determined in accordance with the plan. See "Description of the
plan, Question 17."
These securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission nor has the Securities
and Exchange Commission or any state securities commission passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is December 29, 1999
<PAGE>
CABOT INDUSTRIAL TRUST AND CABOT INDUSTRIAL PROPERTIES, L.P.
Cabot Industrial Trust is a Maryland real estate investment trust formed to
continue and expand the national industrial real estate business of Cabot
Partners Limited Partnership. We commenced operations in our current form upon
the completion of our initial public offering on February 4, 1998. At
September 30, 1999, we had a portfolio of 291 industrial buildings located in
22 states throughout the United States and containing approximately 35 million
rentable square feet. These properties were approximately 98% leased to 591
tenants at that date, with no single tenant accounting for more than 3% of our
total annualized base rent.
We own and operate a diversified portfolio of bulk distribution,
multitenant distribution and workspace properties and have a significant
presence in targeted markets across the United States. We believe that our
geographic and property diversification and our substantial presence in
multiple markets is a strategic advantage that allows us to serve industrial
space users with multiple site and property type requirements, to compete more
effectively in our chosen markets and to respond quickly to acquisition
opportunities across the country.
Substantially all of our assets, including our interests in our properties,
are held by and our operations are conducted through Cabot Industrial
Properties, L.P. Cabot Industrial Trust is the sole general partner, and
thereby controls the operations, of Cabot Industrial Properties, L.P. and held
a 93% general partnership interest therein as of December 1, 1999. Cabot
Industrial Properties, L.P. receives substantially all of the economic benefit
of the real estate investment management business carried on by Cabot
Advisors, Inc. by virtue of its ownership of all of Cabot Advisors'
outstanding preferred stock. Our executive offices are located at Two Center
Plaza, Suite 200, Boston, Massachusetts 02108 and our telephone number is
(617) 723-0900.
DESCRIPTION OF THE PLAN
The following questions and answers describe the plan.
Purposes and advantages
1. What are the purposes of the plan?
The purposes of the plan are to provide participants with a simple and
convenient method of investing in common shares without payment of service
charges or other expenses. In addition, common shares purchased directly from
Cabot under the plan may be purchased at a 0% to 5% discount from market
prices at the time of the investment, as described in Question 17.
2. How may shareholders purchase common shares under the plan?
Shareholders may purchase common shares in the following ways:
(1) automatic reinvestment in additional common shares of all or a portion
of the cash distributions they receive on the common shares registered
in their name;
(2) continue to receive cash distributions on common shares registered in
their name and purchase common shares by making optional cash payments
of not less than $50, nor more than $5,000 per investment in any
calendar month, except in cases covered by a request for waiver, as
described in Question 13, which minimum amount and maximum amount may
be changed at any time in Cabot's sole discretion; or
(3) invest both cash distributions and optional cash payments; any
distributions received on plan shares will be reinvested in additional
common shares.
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Beneficial owners of common shares registered in the name of a broker, bank
or other nominee or trustee may participate in the distribution reinvestment
portion of the plan either by having their common shares transferred into
their own names or by making appropriate arrangements with their record holder
to participate on their behalf.
3. What costs are associated with plan participation?
The following schedule summarizes the current commissions and fees which
will be charged to participants in the plan which are subject to change.
<TABLE>
<CAPTION>
Brokerage
One Time Fee Transaction Fee Commission
------------ ------------------- ---------------
<S> <C> <C> <C>
Initial Purchase for
First-time Investors..... None None $0.05 per share
Additional Purchases...... None None $0.05 per share
Sales..................... None $15 per transaction $0.12 per share
Insufficient Funds........ $25 None None
</TABLE>
4. How may persons who are not already shareholders purchase common shares
under the plan?
If you do not currently own any Cabot common shares and you wish to become
a shareholder, you may enroll in the plan by completing an enrollment form and
sending with it an initial investment amount of at least $200 and no more than
$5,000. Initial cash investments can be made by check, money order or bank
draft made payable to BankBoston and sent to EquiServe, as plan administrator,
at the address listed on the enrollment form. All money must be United States
funds and drawn on a United States bank. If you are outside of the United
States, contact your bank to verify that it can provide you with a check that
clears through a United States bank and that it can print the dollar amount in
United States funds. Checks clearing through non-United States banks are not
accepted due to the longer clearance period. Also, third party checks are not
accepted. Your proportionate share of brokerage commissions on the transaction
will be deducted from your initial investment.
5. What are the advantages and disadvantages of participation in the plan?
Participants in the plan receive full investment of their distributions and
optional cash payments because they are not required to pay service charges or
other expenses in connection with the purchase of common shares under the
plan, except with respect to optional cash payments if the common shares are
purchased in the open market. The plan permits fractional common shares as
well as whole common shares to be purchased. Also, common shares purchased
directly from Cabot under the plan will be purchased at a 0% to 5% discount
from market prices at the time of the investment, as described in Question 17.
In addition, distributions on all whole
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and fractional common shares purchased under the plan are automatically
reinvested in additional common shares. Participants also avoid the necessity
for safe-keeping certificates representing the common shares purchased
pursuant to the plan and have increased protection against loss, theft or
destruction of those certificates because certificates may be deposited for
safe-keeping with the agent as described in Question 24. A regular statement
for each account provides the participant with a record of each transaction.
The plan has some disadvantages as compared to purchases of common shares
through brokers or otherwise. No interest will be paid by Cabot or the agent
on distributions held pending reinvestment or on any optional cash payments.
The agent, not the participant, determines the timing of investments, as
described in Question 16. Accordingly, the purchase price for the common
shares may vary from that which would otherwise have been obtained by
directing a purchase through a broker or in a negotiated transaction, and the
actual number of shares acquired by the participant will not be known until
after the common shares are purchased by the agent, as described in Question
18. Optional cash payments of less than the minimum amount may be returned to
the participant, and the portion of any optional cash payment which exceeds
the maximum amount may be returned to the participant if the participant did
not obtain Cabot's prior approval pursuant to a request for waiver or if the
threshold price is not met, as described in Question 13. Any discount from
market prices at the time of the investment on common shares purchased under
the plan, as described in Question 17, may create additional taxable income to
the participant, and any transaction fees paid by Cabot in connection with the
reinvestment of distributions if the common shares are purchased in the open
market will be taxable income to the participant, as described under "Federal
income tax considerations relating to the plan."
Eligibility and participation
6. Who is eligible to become a participant?
Any person who has reached the age of majority in his or her state of
residence is eligible to participate in the plan. If a beneficial owner has
common shares registered in a name other than his or her own, such as that of
a broker, bank or other nominee or trustee, the beneficial owner may be able
to arrange for that entity to handle the reinvestment of distributions.
Shareholders should consult directly with the entity holding their common
shares to determine if they can enroll in the plan. If not, the shareholder
should request his or her broker, bank or other nominee or trustee to transfer
some or all of the common shares into the beneficial owner's own name in order
to participate directly.
Shareholders who are citizens or residents of a country other than the
United States, its territories and possessions should make certain that their
participation does not violate local laws governing such things as taxes,
currency and exchange controls, share registration, foreign investments and
related matters.
7. How does an eligible person become a participant?
An eligible person may elect to become a participant in the plan at any
time, subject to Cabot's right to modify, suspend, terminate or refuse
participation in the plan. To become a participant, contact BankBoston, N.A.,
c/o EquiServe, L.P., P.O. Box 8040, Boston, Massachusetts 02266-8040, toll
free at 1-877-xxx-xxxx.
8. What does the authorization form provide?
The authorization form authorizes the agent to apply any optional cash
payments made by the participant and/or distributions received on common
shares registered in the participant's name to the purchase of common shares
for the participant's account under the plan. The authorization form offers
the following investment options:
. Full distribution reinvestment. To reinvest automatically all cash
distributions received on all common shares registered in the
participant's name.
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. Partial distribution reinvestment. To receive cash distributions on a
specified number of common shares registered in the participant's name
and to automatically reinvest distributions on any remaining common
shares.
. Optional cash investments. To make optional cash investments from $50 to
$5,000 in any calendar month in additional common shares. If you select
this option, cash distributions on shares that you acquire under this
option and any additional shares that are held inside the plan will be
reinvested; however, cash distributions on any shares that you may hold
outside the plan will not be reinvested unless you make a separate
election to reinvest the distributions on those shares.
A participant may change his or her election by completing and signing a
new authorization form and returning it to the agent or by calling the agent.
Any election or change of election concerning the reinvestment of
distributions must be received by the agent at least one trading day prior to
the record date for the distribution payment in order for the election or
change to become effective with that distribution. A trading day means a day
on which the New York Stock Exchange is open for business. If a participant
signs and returns an authorization form without checking a desired option, or
checks a partial distribution reinvestment option without specifying a number
of shares, the participant will be deemed to have selected the full
distribution reinvestment option.
Regardless of which method of participation is selected, all cash
distributions paid on whole or fractional common shares purchased pursuant to
the plan will be reinvested automatically.
Reinvestment of distributions
9. When will distributions be reinvested?
If a properly completed authorization form specifying "full distribution
reinvestment" or "partial distribution reinvestment" is received by the agent
at least one trading day prior to the record date established for a particular
distribution payment, reinvestment of distributions will begin with that
distribution payment. If the authorization form is received after one trading
day prior to the record date established for a particular distribution
payment, that distribution will be paid in cash and reinvestment of
distributions will not begin until the next succeeding distribution payment. A
distribution record date normally precedes the payment of distributions by
approximately three weeks. A schedule of the anticipated record dates for the
2000 and 2001 distribution payments is set forth on Appendix A, subject to
change at Cabot's discretion. For future periods, Cabot will provide
participants a schedule of the relevant anticipated record dates.
Optional cash payments
10. Who is eligible to make optional cash payments?
Any person who has submitted a signed authorization form is eligible to
make optional cash payments, whether or not the person is already a
shareholder, subject to Cabot's right to modify, suspend, terminate or refuse
participation in the plan. Shareholders may make optional cash payments
whether or not they have also elected to reinvest distributions received on
common shares registered in their name.
11. How does the optional cash payment option work?
Each participant may purchase additional common shares by sending optional
cash payments to the agent at any time and the amount of each cash payment may
vary. Participants have no obligation to make any cash payments. Participants
may make an optional cash payment by sending to the agent:
(1) a check or money order made payable to BankBoston, N.A. or an
authorization to debit the participant's bank account or, if the
optional cash payment is being made pursuant to a request for waiver
which has been granted by Cabot, a wire transfer to the account of the
agent, as specified in the
4
<PAGE>
request for waiver, and if the participant is enrolling, a completed
authorization form or, if the participant is already enrolled, an
optional cash payment form, which will be attached to each statement of
account sent to the participant; and
(2) as an alternative to sending checks, you may elect to have funds
automatically deducted every month from your checking or savings
account at a qualified financial institution. You may elect this option
by simply completing and signing the automatic monthly investment form,
providing the necessary information, together with a voided blank check
or checking or savings account deposit slip, and designating the amount
and the account number and United States bank routing number of the
account from which the funds are to be deducted each month. You may
change the amount of funds to be deducted or terminate an automatic
monthly investment of funds either by calling EquiServe at 1-877-xxx-
xxxx or by completing and submitting to EquiServe a new automatic
investment form. To be effective, the automatic investment form must be
received by EquiServe before the last business day of the prior month.
The ACH Debit date will be the optional cash payment due date of each
month. Also, you can cancel any purchase scheduled to be made by
automatic investment, provided the request is received by EquiServe at
least seven business days prior to the date of the scheduled deduction.
The agent will apply any optional cash payments received from a participant
before the close of business on the optional cash payment due date, which is
the trading day prior to the beginning of the relevant investment period, to
the purchase of common shares for the account of the participant, as described
in Question 12.
Optional cash payments must be in United States dollars drawn on a United
States bank. Do not send cash. All checks for optional cash payments in excess
of the maximum amount pursuant to a request for waiver which has been granted
by Cabot will not be invested until the funds have been collected. In the
event that any deposit is returned unpaid for any reason, the agent will
consider the request for investment of such money null and void and shall
immediately remove from the participant's account, shares, if any, purchased
upon the prior credit of such money. The agent shall thereupon be entitled to
sell these shares to satisfy any uncollected amounts. If the net proceeds of
the sale of such shares are insufficient to satisfy the balance of such
uncollected amounts, the agent shall be entitled to sell additional shares
from the participant's account to satisfy the uncollected balance. A $25.00
fee will be charged for any deposit returned unpaid. Checks should be made
payable to BankBoston, N. A. and should be made out in United States funds
drawn on a United States bank.
12. When will optional cash payments received by the agent be invested?
Common shares to be purchased by the agent directly from Cabot pursuant to
optional cash payments will be purchased on an investment date. The investment
period is the last ten consecutive trading days of each calendar month. In the
case of optional cash payments not exceeding the maximum amount, the last
trading day of the investment period is the investment date and, in the case
of optional cash payments exceeding the maximum amount pursuant to a request
for waiver which has been granted by Cabot, each trading day of the investment
period is an investment date. A schedule of the anticipated investment period
dates for 2000 and 2001 is set forth on Appendix A, subject to change at
Cabot's discretion. For future periods, Cabot will provide participants a
schedule of the relevant anticipated investment period dates. Accordingly, for
optional cash payments not exceeding the maximum amount, the entire investment
will be made on the investment date, which is the last trading day of the
investment period. For optional cash payments exceeding the maximum amount
pursuant to a request for waiver which has been granted by Cabot, 1/10 of the
investment will be made on each investment date of the investment period.
Purchases of common shares by the agent on the open market or in negotiated
transactions with third parties pursuant to optional cash payments will begin
on the last investment date of the relevant investment period and will be
completed no later than 30 days after that date, except where completion at a
later date is necessary or advisable under any applicable securities laws or
regulations.
No interest will be paid on funds held by the agent pending investment.
5
<PAGE>
13. What limitations apply to optional cash payments?
Each optional cash payment is subject to an initial minimum purchase limit
of $200 for non-shareholders and a maximum purchase limit of $5,000 in any
calendar month, both of which may be changed at any time in Cabot's sole
discretion. Once a participant has made an initial purchase, optional cash
payments are subject to a minimum purchase limit of $50. Optional cash
payments of less than the minimum amount and the portion of any optional cash
payment which exceeds the maximum amount, unless that limit has been waived by
Cabot pursuant to a request for waiver, may be returned to the participant
without interest. Participants may make optional cash payments of up to the
maximum amount each calendar month without the prior approval of Cabot,
subject to Cabot's right to modify, suspend, terminate or refuse participation
in the plan in its sole discretion.
Optional cash payments in excess of the maximum amount may be made by a
participant only upon acceptance by Cabot of a written request for waiver by
that participant. No pre-established maximum limit applies to optional cash
payments which may be made pursuant to a request for waiver; however,
participants may not acquire more than 9.8%, in number of shares or value, of
the outstanding shares of Cabot, as described in Question 39. Acceptance of a
request for waiver with respect to the amount of the optional cash payment
must be obtained each calendar month before the beginning of the relevant
investment period. Participants interested in making optional cash payments in
excess of the maximum amount can obtain a request for waiver by contacting
Cabot's Share Purchase Plan Representative at (617) xxx-xxxx, and completed
requests for waivers should be mailed or faxed to: Cabot Industrial Trust, Two
Center Plaza, Suite 200, Boston, Massachusetts 02108, Fax: (617) 722-8237,
Attention: Share Purchase Plan Representative. Optional cash payments made in
accordance with a granted waiver are only accepted by wire transfer.
A request for waiver will be considered on the basis of a variety of
factors, which may include: Cabot's current and projected capital
requirements, alternatives available to Cabot to meet those requirements,
prevailing market prices for the common shares and other securities of Cabot,
general economic and market conditions, expected aberrations in the price or
trading volume of Cabot's securities, the number of shares held by the
participant submitting the request for waiver, the aggregate amount of
optional cash payments for which requests for waiver have been submitted and
the administrative constraints associated with granting requests for waiver.
In addition to the considerations described above for evaluation of requests
for waiver, any request may be denied if Cabot believes the investor is making
excessive optional cash payments through multiple shareholder accounts, is
engaging in arbitrage activities such as "flipping" or is otherwise engaging
in activities under the plan in a manner which is not in the best interest of
Cabot or which may cause the participant to be treated as an underwriter under
the federal securities laws. Persons who acquire common shares through the
plan and resell them shortly after acquiring them, including coverage of short
positions, under some circumstances, may be participating in a distribution of
securities which would require compliance with Regulation M under the
Securities Exchange Act of 1934, and may be considered to be underwriters
within the meaning of the Securities Act of 1933. Cabot will not extend to any
such person any rights or privileges other than those to which it would be
entitled as a participant in the plan, nor will Cabot enter into any agreement
with any such person regarding that person's purchase of those shares or any
resale or distribution thereof. If requests for waiver are submitted for any
calendar month for an aggregate amount in excess of the amount Cabot is
willing to accept, Cabot may honor those requests in order of receipt, pro
rata or by any other method which Cabot determines to be appropriate. The
above factors and considerations notwithstanding, grants of requests for
waivers will be made in Cabot's sole discretion and may be revoked by Cabot in
its sole discretion at any time until the close of business on the trading day
prior to the beginning of the relevant investment period.
Unless it waives its right to do so, Cabot may establish from time to time
a minimum price, or the threshold price, which will apply only to the
investment of optional cash payments in excess of the maximum amount made
pursuant to a request for waiver. The threshold price will be a stated dollar
amount that the average of the high and low sale prices of the common shares
on the New York Stock Exchange for each trading day of the investment period
must equal or exceed. If no sales occur on any trading day of an investment
period, the average of the high and low sale prices of the common shares on
that trading day will be assumed to be less than the
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<PAGE>
threshold price. Cabot reserves the right to change the threshold price at any
time until the close of business on the third trading day prior to the
beginning of the investment period, as set forth on Appendix A. The threshold
price will be determined in Cabot's sole discretion after a review of current
market conditions and other relevant factors.
If the threshold price is not met for a trading day in the investment
period, then no investment will occur on that investment date. For each
trading day on which the threshold price is not met, 1/10 of each optional
cash payment made by a participant pursuant to a request for waiver will be
returned to that participant, without interest, as soon as practicable after
the end of the relevant investment period. For example, if the threshold price
is not met for two of the ten trading days in an investment period, 2/10 of
each participant's optional cash payment made pursuant to a request for waiver
will be returned to that participant by wire transfer, without interest, as
soon as practicable after the end of the relevant investment period. The agent
expects to send payments within five to ten trading days after the end of the
relevant investment period. This return procedure and the threshold price
provision described above will apply only when shares are purchased by the
agent directly from Cabot. Only optional cash payments in excess of the
maximum amount are affected by the return procedure and the threshold price
provision described above. All other optional cash payments will be made
without regard to the threshold price provision. For any investment period,
Cabot may waive its right to set a threshold price for optional cash payments
in excess of the maximum amount. Setting a threshold price for an investment
period will not affect the setting of a threshold price for any subsequent
investment period. Participants may obtain the threshold price applicable to
the next investment period by telephoning Cabot's Share Purchase Plan
Representative at (617) 723-0900.
14. May optional cash payments be returned to a participant?
Optional cash payments received by the agent will be returned to a
participant upon written request received by the agent before the close of
business on the trading day prior to the beginning of the investment period.
Optional cash payments of less than the minimum amount may be returned by
check, without interest, as soon as practicable after the end of the relevant
investment period. Additionally, the portion of each optional cash payment
which exceeds $5,000 in any calendar month and which has not been granted a
waiver as described in Question 13 may be returned by check, without interest,
as soon as practicable after the end of the relevant investment period. Each
optional cash payment may be returned to the participant in the circumstances
described in Question 13. See Question 13 for a discussion of the return of
optional cash payments made pursuant to a granted waiver.
Purchases
15. What is the source of common shares purchased under the plan?
Purchases of common shares by the agent for the plan may be made, at
Cabot's option, either directly from Cabot out of its authorized but unissued
common shares or in the open market or in negotiated transactions with third
parties. Shares purchased pursuant to a granted waiver will only be sold out
of Cabot's authorized but unissued common shares.
16. When will common shares be purchased for a participant's account?
Purchases of common shares directly from Cabot will be made on the relevant
distribution payment date with respect to distribution reinvestments or on the
relevant investment date or dates with respect to optional cash payments.
Purchases in the open market will begin on the relevant distribution payment
date with respect to distribution reinvestments or on the last investment date
of the relevant investment period with respect to optional cash payments and
will be completed no later than 30 days after that date, except where
completion at a later date is necessary or advisable under any applicable
securities laws or regulations. The exact timing of open market purchases,
including determining the number of common shares, if any, to be purchased on
any day or at any time on that day, the prices paid for those common shares,
the markets on which the purchases are made and the persons, including brokers
and dealers, from or through which the purchases are made, will be determined
by the agent or the broker selected by it for that purpose. Neither Cabot nor
the agent will be liable when conditions, including compliance with the rules
and regulations of the Securities and Exchange Commission, prevent the
purchase of common shares or interfere with the timing of the purchases. The
agent may purchase common shares in advance of a distribution payment date or
investment date for settlement on or after that date.
7
<PAGE>
Notwithstanding the above, funds will be returned to participants if not
used to purchase common shares within 35 days of receipt of optional cash
payments or within 30 days of the distribution payment date for distribution
reinvestments.
In making purchases for a participant's account, the agent may commingle
the participant's funds with those of other participants in the plan.
17. What is the purchase price of common shares purchased by participants
under the plan?
When common shares are purchased directly from Cabot, there are two types
of discounts which may be available to participants. First, common shares
purchased directly from Cabot under the plan in connection with the
reinvestment of distributions and cash payments of not more than $5,000 in any
calendar month may be purchased at a discount as determined by Cabot, of
between 0% to 5% from the average of the high and low sale prices of the
common shares on the New York Stock Exchange on the distribution payment date
and investment date, respectively, as set forth on Appendix A.
Second, Cabot may establish a 0% to 5% waiver discount from the average of
the daily high and low sale prices of the common shares on the New York Stock
Exchange for each of the ten investment dates of the relevant investment
period, regarding common shares purchased directly from Cabot in connection
with optional cash payments exceeding $5,000 in any calendar month and
approved by Cabot pursuant to a request for waiver, as described in Question
13.
Cabot may change its determination that common shares will be purchased by
the agent directly from Cabot and instead determine that common shares will be
purchased by the agent in the open market or in negotiated transactions,
without prior notice to participants. The price of common shares purchased in
the open market or in negotiated transactions with third parties with either
reinvested cash distributions or optional cash payments will be the weighted-
average cost, including any commissions, for all common shares purchased under
the plan in connection with the relevant distribution payment date or
investment period.
18. How many common shares will be purchased for a participant?
The number of common shares to be purchased for a participant's account as
of any distribution payment date or investment date will be equal to the total
dollar amount to be invested for the participant divided by the applicable
purchase price. For a participant who has elected to reinvest distributions
received on common shares registered in his or her name, the total dollar
amount to be invested as of any distribution payment date will be the sum of
all or the specified portion of the cash distributions received on common
shares registered in the participant's own name and all cash distributions
received on common shares previously purchased by the participant under the
plan.
The amount to be invested for a participant with reinvested cash
distributions will be reduced by any amount Cabot is required to deduct for
federal tax withholding purposes.
Plan administration
19. Who administers the plan?
BankBoston, as agent, administers the plan, keeps records, sends statements
of account to participants and performs other duties relating to the plan. All
costs of administering the plan are paid by Cabot, except as provided in this
prospectus.
The following address may be used to obtain information about the plan:
BankBoston, N.A., c/o EquiServe, L.P., P.O. Box 8040, Boston, Massachusetts
02266-8040 or call, toll free, 1-877-xxx-xxxx.
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20. What reports are sent to participants in the plan?
After an investment is made for a participant's plan account, whether by
reinvestment of distributions or by optional cash payment, the participant
will be sent a statement which will provide a record of the costs of the
common shares purchased for that account, the purchase date, the number of
common shares purchased and the number of common shares in that account. These
statements should be retained for income tax purposes. In addition, each
participant will be sent information sent to every holder of common shares,
including Cabot's annual report, notice of annual meeting and proxy statement
and income tax information for reporting distributions received.
All reports and notices from the agent to a participant will be addressed
to the participant's last known address. Participants should notify the agent
promptly of any change of address.
21. What is the responsibility of Cabot and the agent under the plan?
Cabot and the agent, in administering the plan, are not liable for any act
done in good faith or for any good faith omission to act, including, without
limitation, any claim of liability
(1) with respect to the prices and times at which common shares are
purchased or sold for a participant,
(2) with respect to any fluctuation in market value before or after any
purchase or sale of common shares, or
(3) arising out of any failure to terminate a participant's account upon
that participant's death prior to receipt by the agent of notice in
writing of the death.
Neither Cabot nor the agent can provide any assurance of a profit, or
protect a participant from a loss, on common shares purchased under the plan.
These limitations of liability do not affect any liabilities arising under the
federal securities laws, including the Securities Act of 1933.
The agent may resign as administrator of the plan at any time, in which
case Cabot will appoint a successor administrator. In addition, Cabot may
replace the agent with a successor administrator at any time.
Common share certificates
22. Are certificates issued to participants for common shares purchased
under the plan?
A certificate for any number of whole common shares purchased by a
participant under the plan or deposited with the agent for safe-keeping will
be issued to the participant upon the participant's request of the agent.
These requests will be handled by the agent, normally within two weeks, at no
charge to the participant. Any remaining whole common shares and any
fractional common shares will continue to be held in the participant's plan
account. Certificates for fractional common shares will not be issued under
any circumstances.
23. What is the effect on a participant's plan account if a participant
requests a certificate for whole common shares held in the account?
If a participant requests a certificate for whole common shares held in his
or her account and is enrolled in full dividend reinvestment, distributions on
those common shares will continue to be reinvested under the plan in the same
manner as prior to the request so long as the common shares remain registered
in the participant's name. If a participant is partially reinvesting or only
making optional cash payments, distributions may not continue to be reinvested
depending upon the participant's current enrollment option.
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24. May common shares held in certificate form be deposited in a
participant's plan account?
Yes, certificates registered in the participant's name may be surrendered
to the agent for deposit in the participant's plan account. All distributions
on any common shares evidenced by certificates deposited in accordance with
the plan will automatically be reinvested. The account statement provides
information on the procedures for depositing certificates for common shares
with the agent for safe-keeping. Additionally, the participant may contact the
agent to deposit certificates.
Withdrawal from the plan
25. May a participant withdraw from the plan?
Yes, by providing notice instructing the agent to terminate the
participant's plan account.
26. What happens when a participant terminates an account?
If a participant's notice of termination is received by the agent at least
seven trading days prior to the distribution payment date, reinvestment of
distributions will cease as of the date notice of termination is received by
the agent. If the notice of termination is received later than seven trading
days prior to the distribution payment date, the termination may not become
effective until after the reinvestment of any distributions on that
distribution payment date. Optional cash payments can be refunded if a written
request to return the cash payment is received by the agent at least one
trading day prior to the beginning of the relevant investment period.
As soon as practicable after notice of termination is received, the agent
will send to the participant a certificate for all whole common shares held in
the account and a check representing the value of any fractional common shares
held in the account. After an account is terminated, all distributions for the
terminated account will be paid to the participant unless the participant re-
elects to participate in the plan.
When terminating an account, the participant may request that all common
shares, both whole and fractional, held in the plan account be sold, or that
certain of the common shares be sold and a certificate be issued for the
remaining common shares. The agent will remit to the participant the proceeds
of any sale of common shares, less any related trading fees, transfer tax or
other fees incurred by the agent allocable to the sale of those common shares.
27. When may a former participant re-elect to participate in the plan?
Generally, any former participant may re-elect to participate at any time.
However, the agent reserves the right to reject any authorization form on the
grounds of excessive joining and withdrawing. This reservation is intended to
minimize unnecessary administrative expense and to encourage use of the plan
as a long-term investment service.
Sale of common shares
28. May a participant request that common shares held in a plan account be
sold?
Yes, a participant may request that all or any number of common shares held
in a plan account be sold, either when an account is being terminated, as
described in Question 26, or without terminating the account.
Within three business days after receipt of a participant's written request
to sell common shares held in a plan account, the agent will place a sell
order through a broker or dealer designated by the agent. The participant will
receive the proceeds of the sale, less any trading fees, transfer tax or other
fees incurred by the agent allocable to the sale of those common shares. No
participant will have the authority or power to direct the date or price at
which common shares may be sold. Net proceeds of the sale will be forwarded by
the agent to the participant within 10 business days after receipt of the
participant's request to sell.
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29. What happens when a participant sells or transfers all common shares
registered in the participant's name?
Once a shareholder becomes a participant in the plan, the shareholder may
remain a participant even if the participant thereafter disposes of all common
shares registered in the participant's name. If a participant disposes of all
common shares registered in the participant's name, the participant may
continue to make optional cash payments, unless the participant notifies the
agent that he or she wishes to terminate the account.
Other information
30. May common shares held in the plan be pledged or transferred?
Common shares held in the plan may not be pledged, sold or otherwise
transferred, and any such purported pledge or sale will be void. A participant
who wishes to pledge, sell or transfer common shares must request that a
certificate for those common shares first be issued in the participant's name.
31. What happens if Cabot authorizes a share distribution or splits its
shares?
If there is a distribution payable in common shares or a common share
split, the agent will receive and credit to the participant's plan account the
applicable number of whole and/or fractional common shares based on the number
of common shares held in the participant's plan account.
32. What happens if Cabot has a rights offering?
If Cabot has a rights offering in which separately tradeable and
exercisable rights are issued to registered holders of common shares, the
rights attributable to whole common shares held in a participant's plan
account will be transferred to the plan participant as promptly as practicable
after the rights are issued.
33. How are the participant's common shares voted at shareholder meetings?
Common shares held for a participant in the plan will be voted at
shareholder meetings as that participant directs. Participants will receive
proxy materials from Cabot. Common shares held in a participant's plan account
may also be voted in person at the meeting.
34. May the plan be suspended or terminated?
While Cabot expects to continue the plan indefinitely, Cabot may suspend or
terminate the plan at any time. Cabot also reserves the right to modify,
suspend, terminate or refuse participation in the plan to any person at any
time. Cabot may modify, suspend, terminate or refuse participation in the plan
to any person at any time, if participation, or any increase in the number of
common shares held by that person, would, in the opinion of the Board of
Trustees of Cabot, jeopardize the status of Cabot as a real estate investment
trust under the Internal Revenue Code of 1986.
35. May the plan be amended?
The plan may be amended or supplemented by Cabot at any time. Any amendment
or supplement will be effective upon mailing appropriate written notice at
least 30 days prior to the effective date thereof to each participant. Written
notice is not required when an amendment or supplement is necessary or
appropriate to comply with the rules or policies of the Securities and
Exchange Commission, the Internal Revenue Service or other regulatory
authority or law, or when an amendment or supplement does not materially
affect the rights of participants. The amendment or supplement will be deemed
to be accepted by a participant unless prior to the effective date thereof,
the agent receives written notice of the termination of a participant's plan
account. Any amendment may include an appointment by the agent or by Cabot of
a successor bank or agent, in which event Cabot is authorized to pay that
successor bank or agent for the account of the participant all distributions
payable on common shares held by the participant for application by that
successor bank or agent as provided in the plan.
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36. What happens if the plan is terminated?
If the plan is terminated, each participant will receive a certificate for
all whole common shares held in the participant's plan account. Fractional
shares will be sold based on the price of the actual trade for the shares and
a check representing the value of the fractional shares will be issued. A
check representing any uninvested distributions or optional cash payment held
in the account will also be issued.
37. Who interprets and regulates the plan?
Cabot is authorized to issue such interpretations, adopt such regulations
and take such action as it may deem reasonably necessary to effectuate the
plan. Any action to effectuate the plan taken by Cabot or the agent in the
good faith exercise of its judgment will be binding on participants.
38. What law governs the plan?
The terms and conditions of the plan and its operation will be governed by
the laws of the State of Maryland.
39. How does the ownership limit set forth in Cabot's declaration of trust
affect purchases of common shares under the plan?
Subject to the exceptions specified in Cabot's declaration of trust, no
shareholder may own, or be deemed to own, more than 9.8% of the number or
value of Cabot's outstanding shares. To the extent any reinvestment of
distributions elected by a shareholder or investment of an optional cash
payment would cause any shareholder, or any other person, to exceed the
ownership limit or otherwise violate Cabot's declaration of trust, the
reinvestment or investment, as the case may be, will be void ab initio, and
the shareholder will be entitled to receive cash distributions or a refund of
his or her optional cash payment, each without interest, in lieu of the
reinvestment or investment.
FEDERAL INCOME TAX CONSIDERATIONS RELATING TO THE PLAN
Participants are encouraged to consult their personal tax advisors with
specific reference to their own tax situations and potential changes in the
applicable law as to all federal, state, local, foreign and other tax matters
in connection with the reinvestment of distributions and purchase of common
shares under the plan, the participant's tax basis and holding period for
common shares acquired under the plan and the character, amount and tax
treatment of any gain or loss realized on the disposition of common shares.
The following is a brief summary of the material federal income tax
considerations applicable to the plan, is for general information only, and is
not tax advice.
Tax consequences of distribution reinvestment
In the case of common shares purchased by the agent from Cabot, a
participant will be treated for federal income tax purposes as having received
a distribution equal to the fair market value, as of the investment date, of
the common shares purchased with reinvested distributions. The 0% to 5%
discount will be treated as being part of the distribution received. With
respect to common shares purchased by the agent in open market transactions or
in negotiated transactions with third parties, the Internal Revenue Service
has indicated in somewhat similar situations that the amount of distribution
received by a participant would include the fair market value of the common
shares purchased with reinvested distributions and a pro rata share of any
brokerage commission or other related charges paid by Cabot in connection with
the agent's purchase of the common shares on behalf of the participant. As in
the case of non-reinvested cash distributions, the distributions described
above will constitute taxable "distribution" income to participants to the
extent of Cabot's current and accumulated earnings and profits allocable to
the distributions and any excess distributions will constitute a return of
capital which reduces the basis of a participant's common shares or results in
gain to the extent that excess distribution
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exceeds the participant's tax basis in his or her common shares. In addition,
if Cabot designates part or all of its distributions as capital gain
distributions, those designated amounts would be treated by a participant as
long-term capital gains.
A participant's tax basis in his or her common shares acquired under the
plan will generally equal the total amount of distributions a participant is
treated as receiving, as described above. A participant's holding period in
his or her common shares generally begins on the day following the date on
which the common shares are credited to the participant's plan account.
Tax consequences of optional cash payments
The Internal Revenue Service has indicated in somewhat similar situations
that a participant who makes an optional cash purchase of common shares under
the plan will be treated as having received a distribution equal to the
excess, if any, of the fair market value on the investment date of the common
shares over the amount of the optional cash payment made by the participant.
Also, if the common shares are acquired by the agent in an open market
transaction or in a negotiated transaction with third parties, then the
Internal Revenue Service may assert that a participant will be treated as
receiving a distribution equal to a pro rata share of any brokerage commission
or other related charges paid by Cabot on behalf of the participant. The plan
currently provides that the participants will pay such amounts for the
purchase of common shares. However, if Cabot were to pay such amounts in
connection with the reinvestment of distributions in the future, the amount of
the commissions may be treated as distributions. Any distributions which the
participant is treated as receiving, including the 0% to 5% discount would be
taxable income or gain or reduce basis in common shares, or some combination
thereof, under the rules described above.
In Private Letter Ruling 9837008, however, the Internal Revenue Service
held that a shareholder who participated in both the dividend reinvestment and
stock purchase aspects of a dividend reinvestment and cash option purchase
plan offered by a real estate investment trust under the Internal Revenue
Code, pursuant to which stock could be acquired at a discount, would be
treated in the case of a cash option purchase as having received at the time
of the purchase a distribution from the real estate investment trust of the
discount amount which was taxable to the shareholder in the manner described
above, but a shareholder who participated solely in the cash purchase part of
the plan would not be treated as having received a distribution of the
discount amount and, therefore, would realize no income upon purchase
attributable to the discount. While not free from doubt, based on Private
Letter Ruling 9837008, Cabot intends to take the position that a shareholder
who participated solely in the cash purchase part of the plan would not be
treated as having received a distribution of the discount amount and,
therefore, would realize no income upon purchase attributable to the discount.
In addition, the Internal Revenue Service held that a shareholder who
participated solely in the dividend reinvestment part of the plan would be
treated as having received the fair market value of the shares received plus
any fee or commission that is paid by the company to acquire such shares.
Although not specifically discussed in the ruling, it seems likely that even
if the only dividends reinvested in stock by a shareholder who participated in
the cash purchase part of the plan were dividends on the stock which the
shareholder had purchased under the plan, the Internal Revenue Service would
have concluded that the shareholder should be treated as receiving a
distribution equal to the discount on the purchased shares which was taxable
in the manner described above. Private letter rulings are not considered
precedent by the Internal Revenue Service and no assurance can be given that
the Internal Revenue Service would take this position with respect to other
transactions, including those under the plan.
A participant's tax basis in his or her common shares acquired through an
optional cash purchase under the plan will generally equal the total amount of
distributions a participant is treated as receiving, as described above, plus
the amount of the optional cash payment. A participant's holding period for
common shares purchased under the plan generally will begin on the day
following the date on which common shares are credited to the participant's
plan account.
In addition, all cash distributions paid with respect to common shares
credited to a participant's plan account will be reinvested automatically. In
that regard, see "--Tax consequences of distribution reinvestment" above.
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Backup withholding and administrative expenses
In general, any distribution reinvested under the plan is not subject to
federal income tax withholding. Cabot or the agent may be required, however,
to deduct as "backup withholding" 31% of all distributions paid to any
shareholder, regardless of whether those distributions are reinvested pursuant
to the plan. Similarly, the agent may be required to deduct backup withholding
from all proceeds of sales of common shares held in a plan account. A
participant is subject to backup withholding if:
(1) the participant has failed to properly furnish Cabot and the agent
with his or her correct identification number;
(2) the Internal Revenue Service notifies Cabot or the agent that the
identification number furnished by the participant is incorrect;
(3) the Internal Revenue Service notifies Cabot or the agent that
backup withholding should be commenced because the participant failed to
report properly distributions paid to him or her; or
(4) when required to do so, the participant fails to certify, under
penalties of perjury, that the participant is not subject to backup
withholding.
Backup withholding amounts will be withheld from distributions before those
distributions are reinvested under the plan. Therefore, distributions to be
reinvested under the plan by participants who are subject to backup
withholding will be reduced by the backup withholding amount. The withheld
amounts constitute a credit on the participant's income tax return.
While the matter is not free from doubt, based on Private Letter Ruling
9837008, Cabot intends to take the position that administrative expenses of
the plan paid by Cabot are not constructive distributions to participants.
Tax consequences of dispositions
A participant may recognize a gain or loss upon receipt of a cash payment
for a fractional common share credited to a plan account or when the common
shares held in an account are sold at the request of the participant. A gain
or loss may also be recognized upon a participant's disposition of common
shares received from the plan. The amount of any such gain or loss will be the
difference between the amount realized, generally the amount of cash received,
for the whole or fractional common shares and the tax basis of those common
shares. Generally, gain or loss recognized on the disposition of common shares
acquired under the plan will be treated for federal income tax purposes as a
capital gain or loss.
FEDERAL INCOME TAXATION OF CABOT
We intend to operate in a manner that permits us to satisfy the
requirements for taxation as a real estate investment trust under the
applicable provisions of the Internal Revenue Code. We can give no assurance,
however, that the requirements of the Tax Code will be met. The following
summarizes the federal income tax considerations for Cabot and our
shareholders with respect to our treatment as a real estate investment trust.
The information below, to the extent that it constitutes matters of law,
summaries of legal matters or legal conclusions, is based on the opinion of
Mayer, Brown & Platt. Mayer, Brown & Platt has served as counsel to Cabot
regarding the material federal income tax consequences relevant to purchasers
of the common shares.
Based on the matters described below, in the opinion of Mayer, Brown &
Platt, we have been organized in conformity with the requirements for
qualification as a real estate investment trust, beginning with our taxable
year ended December 31, 1998, and our actual and proposed method of operation,
as we have represented them to Mayer, Brown & Platt, will enable us to
continue to satisfy the requirements for this qualification. Mayer,
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Brown & Platt's opinion is based on assumptions relating to the organization
and operation of Cabot, Cabot Industrial Properties and Cabot Advisors. These
assumptions include:
(1) that the transactions that resulted in our formation in our
current form were consummated in accordance with the operative documents
therefor,
(2) that the documents accurately reflect the material facts of the
transactions,
(3) that Cabot, Cabot Industrial Properties and Cabot Advisors will
each be operated in the manner described in its applicable organizational
documents and in representations we have given to Mayer, Brown & Platt, and
(4) that all terms and provisions of those documents will be complied
with by all parties involved. Mayer, Brown & Platt's opinion is also
conditioned upon representations made to them in reference to factual
matters relating to our organization.
In addition, their opinion is based on current law.
Our Board of Trustees currently believes that we have operated in a manner
that permitted us to timely and effectively elect real estate investment trust
status for our taxable year ended December 31, 1998 and in each taxable year
after that. Our qualification and taxation as a real estate investment trust
will depend on compliance with the law existing and in effect on this date and
as the same may be later amended. Our qualification and taxation as a real
estate investment trust will further depend upon our ability to meet, on a
continuing basis through actual operating results, asset composition,
distribution levels and diversity of share ownership, the various
qualification tests imposed under the Tax Code discussed below. Our legal
counsel will not review compliance with these tests on a continuing basis and
no assurance can be given that we will satisfy the tests on a continuing
basis.
In brief, a corporation that invests primarily in real estate can claim a
tax deduction for the dividends it pays to its shareholders as long as it
meets the real estate investment trust provisions of the Tax Code described
below. Such a corporation generally is not taxed on its "REIT taxable income"
to the extent that its income is currently distributed to shareholders. This
substantially eliminates the "double taxation," at both the corporate and
shareholder levels, that generally results from an investment in a
corporation. However, as discussed in greater detail below, the entity remains
subject to tax in some circumstances even if it qualifies as a real estate
investment trust. Further, if the entity fails to qualify as a real estate
investment trust in any year, it will not be able to deduct any portion of the
dividends it paid to its shareholders. Thus it would be subject to full
federal income taxation on its earnings, thereby significantly reducing or
eliminating the cash available for distribution to its shareholders. See "--
Taxation of Cabot--General" and "--Taxation of Cabot--Failure to qualify."
The following summary is based on the Tax Code, its legislative history,
administrative pronouncements, judicial decisions and United States Treasury
Department regulations. Subsequent changes to any of these may affect the tax
consequences described here, possibly on a retroactive basis. The following
summary neither exhausts all possible tax considerations, nor gives a detailed
discussion of any state, local, or foreign tax considerations, nor discusses
all of the aspects of federal income taxation that may be relevant to a
prospective shareholder in light of his or her particular circumstances or to
some types of shareholders, such as insurance companies, tax-exempt entities,
financial institutions, broker-dealers, foreign corporations and persons who
are not citizens or residents of the United States, that may be subject to
special treatment under the federal income tax laws.
Taxation of Cabot
General
In any year in which we qualify as a real estate investment trust, we will
generally not be subject to federal income tax on that portion of our REIT
taxable income or capital gain which is distributed to shareholders. We may,
however, be subject to tax at normal corporate rates upon any taxable income
or capital gain not distributed. Under recently enacted legislation and to the
extent we elect to retain and pay income tax on our net long-term
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capital gains, shareholders are required to include their proportionate share
of our undistributed long-term capital gain in income. However, they receive a
credit for their share of any taxes paid on the gain by Cabot.
Notwithstanding our qualification as a real estate investment trust, we may
also be subject to taxation in some other circumstances.
If we fail to satisfy either the 75% or the 95% gross income test discussed
below, but otherwise maintain our qualification as a real estate investment
trust, we will be subject to a 100% tax on the greater of the amount by which
we fail either the 75% or the 95% test, multiplied by a fraction intended to
reflect our profitability. We will also be subject to a tax of 100% on net
income from any "prohibited transaction" as described below.
If we have net income from the sale or other disposition of "foreclosure
property," which is held primarily for sale to customers in the ordinary
course of business, or other non-qualifying income from foreclosure property,
we will be subject to tax on the income from foreclosure property at the
highest corporate rate. In addition, if we fail to distribute during each
calendar year at least the sum of:
(1) 85% of our real estate investment trust ordinary income for the
year,
(2) 95% of our real estate investment trust capital gain net income
for the year and
(3) any undistributed taxable income from prior years, we will be
subject to a 4% excise tax on the excess of the required distribution over
the amounts actually distributed.
To the extent that we elect to retain and pay income tax on our net long-term
capital gains, the retained amounts will be treated as distributed for
purposes of the 4% excise tax. We may also be subject to the corporate
alternative minimum tax, as well as to tax in situations not presently
contemplated. Cabot Advisors will be taxed on its income at regular corporate
rates. We will use the calendar year both for federal income tax purposes, as
is required by a real estate investment trust, and for financial reporting
purposes.
Real estate investment trust qualification requirements.
To qualify as a real estate investment trust, we must meet, among others,
the following requirements:
Share ownership tests
Our common shares must be held by at least of 100 persons for at least 335
days in each taxable year or a proportional number of days in any short
taxable year. In addition, at all times during the second half of each taxable
year, no more than 50% in value of our outstanding common shares may be owned,
directly or indirectly and including the effects of constructive ownership
rules, by five or fewer individuals, which for this purpose includes tax-
exempt entities. However, for purposes of this test, any common shares held by
a qualified domestic pension or other retirement trust will be treated as held
directly by its beneficiaries in proportion to their actuarial interest in the
trust rather than by the trust. These share ownership requirements need not be
met until the second taxable year of Cabot for which a real estate investment
trust election is made. As we have represented to Mayer, Brown & Platt, we
have satisfied and will continue to satisfy these requirements. In order to
comply with the foregoing share ownership tests, we have placed restrictions
on the ownership and transfer of common shares. This should prevent additional
concentration of stock ownership. Moreover, to show evidence of compliance
with these requirements, Treasury regulations require us to maintain records
which disclose the actual ownership of our outstanding common shares and the
regulations impose penalties against us for failing to do so. In fulfilling
our obligations to maintain records, we must and will demand written
statements each year from the record holders of designated percentages of our
shares of beneficial interest. The statements must disclose the actual owners
of the shares of beneficial interest. A list of those persons failing or
refusing to comply with the demand must be maintained as part of our records.
A shareholder failing or refusing to comply with the written demand must
submit with his tax return a similar statement, disclosing the actual
ownership of shares of beneficial interest and other information. In addition,
our Declaration of Trust provides restrictions regarding the ownership and
transfer of our common shares that are intended to assist us in continuing to
satisfy the share ownership requirements.
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Asset tests
At the close of each quarter of our taxable year, we must satisfy two
tests, relating to the nature of our assets. First, at least 75% of the value
of our total assets must be represented by interests in real property,
interests in mortgages on real property, shares in other real estate
investment trusts, cash, cash items, government securities and qualified
temporary investments. Second, although the remaining 25% of our assets
generally may be invested without restriction, securities in this class may
not exceed:
(1) in the case of securities of any one non-government issuer, 5% of the
value of our total assets (the "value test"); or
(2) 10% of the outstanding voting securities of any one issuer (the "voting
stock test").
As we have represented to Mayer, Brown & Platt, we have and will satisfy
the 75% asset test, the value test, and the voting stock test at the close of
each quarter of our taxable years ended 1998 and afterwards. When we invest in
a partnership such, as Cabot Industrial Properties, we will be deemed to own a
proportionate share of the partnership's assets. The partnership interest does
not constitute a security for purposes of these tests. See "--Tax aspects of
our investments in partnerships--General." Accordingly, our investment in
properties through our interest in Cabot Industrial Properties is treated as
an investment in qualified assets for purposes of the 75% asset test.
Cabot Industrial Properties owns 100% of the non-voting preferred stock of
Cabot Advisors. By virtue of our partnership interest in Cabot Industrial
Properties, we are deemed to own initially a pro rata share of the non-voting
preferred stock. Because Cabot Industrial Properties owns none of the voting
common stock of Cabot Advisors, and because the non-voting preferred stock's
approval right is limited to some fundamental corporate actions that could
adversely affect the preferred stock as a class, we believe the voting stock
test should be satisfied.
Based upon the analysis of the estimated value of the stock of Cabot
Advisors owned by Cabot Industrial Properties relative to the estimated value
of the total assets owned by Cabot Industrial Properties, we believe that our
pro rata share of the stock of Cabot Advisors held by Cabot Industrial
Properties does not exceed on the date of this prospectus 5% of the value of
our total assets. In rendering its opinion as to our qualification as a real
estate investment trust, Mayer, Brown & Platt is relying on our
representations to this effect with respect to the value of the stock and
assets.
The value test must be satisfied at the end of any quarter in which we
increase our interest in Cabot Advisors or acquire other property. If any
limited partner exercises its conversion option to exchange partnership units
for common shares, we will thereby increase our proportionate indirect
ownership interest in Cabot Advisors. This will require us to meet the value
test in any quarter in which the conversion option is exercised. A similar
result will follow in the case of any exchange of partnership units by
employees of Cabot Industrial Properties or Cabot Advisors that they received
pursuant to our long term incentive compensation plan. We plan to take steps
to ensure that the value test is satisfied for any quarter in which retesting
is to occur. However, we cannot give assurance that the steps will always be
successful and will not require a reduction in Cabot Industrial Properties'
overall interest in Cabot Advisors.
Gross income tests
There are two separate percentage tests relating to the sources of our
gross income which must be satisfied for each taxable year. For purposes of
these tests, where we invest in a partnership, we will be treated as receiving
our share of the income and loss of the partnership. The gross income of the
partnership will retain the same character in our hands as it has in the hands
of the partnership. See "--Tax aspects of our investments in partnerships--
General" below. The two tests are separately described below:
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The 75% test
At least 75% of our gross income for the taxable year must be "qualifying
income." Qualifying income generally includes:
(1) rents from real property, except as modified below;
(2) interest on obligations secured by mortgages on, or interests in, real
property;
(3) gains from the sale or other disposition of interests in real property
and real estate mortgages, other than gain from property bought
primarily for sale to customers in the ordinary course of our trade or
business ("dealer property");
(4) dividends or other distributions on shares in other real estate
investment trusts, as well as gain from the sale of the shares;
(5) abatements and refunds of real property taxes;
(6) income from the operation, and gain from the sale, of property acquired
at or in lieu of a foreclosure of the mortgage secured by the property;
and
(7) commitment fees received for agreeing to make loans secured by
mortgages on real property or to purchase or lease real property.
Rents received from a customer will not, however, qualify as rents from
real property in satisfying the 75% gross income test or the 95% gross income
test described below if we own, directly or constructively, 10% or more of the
customer. If the portion of any rent attributable to personal property leased
in connection with a lease of real property is greater than 15% of the total
rent received under the lease, the portion of the rent will not qualify as
rents from real property. Moreover, an amount received or accrued will not
qualify as rents from real property or as interest income for the 75% and 95%
gross income tests, if it is based, in whole or in part, on the income or
profits of any person. However, an amount received or accrued generally will
not be excluded from "rents from real property" solely by reason of being
based on a fixed percentage, or percentages, of receipts or sales. Finally,
for rents received to qualify as rents from real property for the 75% and 95%
gross income tests, we generally must not operate or manage the property, or
furnish or render services to customers other than through an "independent
contractor" from whom we derive no income, except that the "independent
contractor" requirement does not apply to the extent that the services
provided by us are "usually or customarily rendered" in connection with the
rental of space for occupancy only, or are not otherwise considered "rendered
to the occupant for his convenience" if the amounts received with respect to
the services do not exceed 1% of all amounts received or accrued, directly or
indirectly, by us during the taxable year with respect to the property.
We monitor our operations in the context of these standards so as to
satisfy the 75% and 95% gross income tests and have represented to Mayer,
Brown & Platt that we have and will satisfy these tests for our taxable years
ended 1998 and afterwards. Cabot Industrial Properties provides services at
the properties that it owns and may provide the services at any newly acquired
properties of it. We believe that for purposes of the 75% and 95% gross income
tests, the services provided at our properties are or will be of the type,
which is usually or customarily rendered in connection with the rental of
space for occupancy only and not those rendered to the occupant for his
convenience. We believe this is also true for any other services and amenities
provided by Cabot Industrial Properties or its agents. Mayer, Brown & Platt,
in rendering its opinion as to our qualification as a real estate investment
trust, is relying on our representations to that effect. We intend that
independent contractors will perform services that cannot be provided directly
by Cabot Industrial Properties, Cabot Advisors or other agents. We anticipate
that the dividend income on our indirect investment in Cabot Advisors will not
cause us to fail the 75% gross income test.
The 95% test
In addition to deriving 75% of our gross income from the sources above, at
least 95% of our gross income for the taxable year must be derived from the
above-described qualifying income or from dividends, interest, or
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gains from the sale or other disposition of stock or other securities that are
not dealer property. Dividends and interest on any obligations that are not
collateralized by an interest in real property are included for purposes of
the 95% test, but not for purposes of the 75% gross income test. In addition,
payments to us under an interest rate swap, cap agreement, option, futures
contract, forward rate agreement or any similar financial instrument entered
into by us to hedge our indebtedness incurred or to be incurred, and any gain
from the sale or other disposition of these instruments, are treated as
qualifying income for purposes of the 95% gross income test, but not for
purposes of the 75% gross income test. We closely monitor our non-qualifying
income and anticipate that non-qualifying income from other activities will
not result in our failing to satisfy either the 75% or 95% gross income test.
To determine whether we comply with the 75% and the 95% gross income tests,
gross income does not include income from prohibited transactions. In general,
a sale of dealer property, excluding foreclosure property, is a "prohibited
transaction." However, a sale of property will not be a prohibited transaction
if we hold the property for at least four years and additional requirements,
relating to the number of properties sold in a year, their tax bases, and the
cost of improvements made thereto, are satisfied. See "--Taxation of Cabot--
General" and "--Tax aspects of our investments in partnerships--Sale of
properties."
We believe that, for purposes of both the 75% and the 95% gross income
tests, our investment in properties through Cabot Industrial Properties in
major part gives rise to qualifying income in the form of rents. We also
believe that gains on sales of the properties, or of our interest in Cabot
Industrial Properties, generally will also constitute qualifying income.
Even if we fail to satisfy one or both of the 75% and 95% gross income
tests for any taxable year, we may still qualify as a real estate investment
trust for the year if we are entitled to relief under provisions of the Tax
Code. These relief provisions will generally be available if:
(1) our failure to comply is due to reasonable cause and not to willful
neglect;
(2) we report the nature and amount of each item of our income included in
the tests on a schedule attached to our tax return; and
(3) any incorrect information on this schedule is not due to fraud with
intent to evade tax.
If these relief provisions apply, however, we will nonetheless be subject to a
100% tax on the greater of the amount by which we fail either the 75% or 95%
gross income test, multiplied by a fraction intended to reflect our
profitability.
Annual distribution requirements
In order to qualify as a real estate investment trust, we are required to
distribute dividends to our shareholders each year in an amount at least equal
to:
(1) the sum of (x) 95% of our REIT taxable income, which is computed
without regard to the deduction for dividends paid and Cabot's net
capital gain, plus (y) 95% of the after-tax net income, if any, from
foreclosure property, minus
(2) the amount of our items of excess non-cash income.
We must pay the distributions in the taxable year to which they relate, or in
the following taxable year, if they are declared before we timely file our tax
return for the year and if they are paid on or before the first regular
dividend payment after the declaration. Dividends resulting from distributions
under the plan will not fail to qualify for the deduction for dividends paid.
To the extent that we do not distribute all of our net capital gain or
distribute at least 95%, but less than 100%, of our REIT taxable income, as
adjusted, we will be subject to tax on the undistributed amount at regular
capital gain or ordinary corporate tax rates, as the case may be.
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We intend to make timely distributions sufficient to satisfy the annual
distribution requirements, as described in the first sentence of the preceding
paragraph. We have represented to Mayer, Brown & Platt that we have and will
satisfy these distribution requirements for our taxable years ended 1998 and
afterwards. In this regard, the partnership agreement authorizes us in our
capacity as general partner to take the steps as may be necessary to cause
Cabot Industrial Properties to distribute to its partners an amount sufficient
to permit us to meet the distribution requirements. It is possible that we may
not have sufficient cash or other liquid assets to meet the 95% distribution
requirement. This may be due to timing differences between the actual receipt
of income and actual payment of expenses on the one hand and the inclusion of
the income and deduction of the expense used to compute our REIT taxable
income on the other hand. Additionally, this may be due to Cabot Industrial
Properties' inability to control cash distributions from any properties over
which it does not have decision making control, or for other reasons. We will
closely monitor the relationship between our REIT taxable income and cash flow
and, if necessary, borrow funds or cause Cabot Industrial Properties or other
affiliates to borrow funds to satisfy the distribution requirement. However,
we cannot assure that the borrowing would be available at the time.
If we fail to meet the 95% distribution requirement as a result of an
adjustment to our tax return by the Internal Revenue Service, we may
retroactively cure the failure by paying a "deficiency dividend" plus
applicable penalties and interest within a specified period.
Failure to qualify
If we fail to qualify for taxation as a real estate investment trust in any
taxable year, and the relief provisions do not apply, we will be subject to
tax, including any applicable alternative minimum tax, on our taxable income
at regular corporate rates and will not be permitted to deduct any
distributions made to shareholders. In this event, to the extent of current
and accumulated earnings and profits, all distributions to shareholders will
be taxable as ordinary income and subject to limitations in the Tax Code.
Also, corporate distributees may be eligible for the dividends received
deduction. Unless entitled to relief under specific statutory provisions, we
also will be disqualified from re-electing taxation as a real estate
investment trust for the four taxable years following the year during which
qualification was lost.
Tax aspects of our investments in partnerships
General
We hold a partnership interest in Cabot Industrial Properties. In general,
a partnership is a "pass-through" entity which is not subject to federal
income tax. Rather, partners are allocated their proportionate shares of the
items of income, gain, loss, deduction and credit of a partnership, and are
potentially subject to tax thereon, without regard to whether the partner
received a distribution from the partnership. We will include our
proportionate share of the foregoing partnership items for purposes of the
various real estate investment trust gross income tests and in the computation
of our REIT taxable income. See "--Taxation of us--General" and "--Gross
income tests."
Each partner's share of a partnership's tax attributes is determined in
accordance with the partnership agreement although, the allocations will be
adjusted for tax purposes if they do not comply with the technical provisions
of Tax Code Section 704(b) and the regulations under Tax Code Section 704(b).
Cabot Industrial Properties' allocation of tax attributes are intended to
comply with these provisions. Notwithstanding these allocation provisions, for
purposes of complying with the gross income and asset tests discussed above,
we will be deemed to own our proportionate share of each of the assets of the
partnership and will be deemed to have received a share of the income of the
partnership based on our capital interest in Cabot Industrial Properties.
Accordingly, any increase in our REIT taxable income from our interest in
Cabot Industrial Properties, whether or not a corresponding cash distribution
is also received from Cabot Industrial Properties, will increase our
distribution requirements. However, this will not be subject to federal income
tax in our hands if we distribute
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an amount equal to the income to our shareholders. Moreover, for purposes of
the real estate investment trust asset tests, we will include our
proportionate share of assets held by Cabot Industrial Properties. See "--
Taxation of us--Annual distribution requirements" and "--Taxation of us--Asset
test."
Entity classification
Based on our representations that Cabot Industrial Properties will satisfy
the conditions to avoid classification as a "publicly traded partnership"
under the Tax Code, in the opinion of Mayer, Brown & Platt under existing
federal income tax law and regulations, Cabot Industrial Properties will be
treated for federal income tax purposes as a partnership, and not as an
association taxable as a corporation. The opinion, however, is not binding on
the Internal Revenue Service.
Tax allocations with respect to the properties
Pursuant to Section 704(c) of the Tax Code, income, gain, loss and
deductions attributable to appreciated or depreciated property that is
contributed to a partnership in exchange for an interest in the partnership
(such as some of the properties or interests therein) must be allocated in a
manner such that the contributing partner is charged with, or benefits from,
respectively, the unrealized gain or unrealized loss associated with the
property at the time of the contribution. The amount of the unrealized gain or
unrealized loss is generally equal to the difference between the fair market
value of the contributed property at the time of contribution, and the
adjusted tax basis of the property at the time of contribution. The difference
is referred to as a "book-tax difference." The allocations are solely for
federal income tax purposes and do not affect the book capital accounts or
other economic arrangements among the partners. The formation of Cabot
Industrial Properties and subsequent contributions included contributions of
appreciated property. Consequently, the partnership agreement requires some
allocations to be made in a manner consistent with Section 704(c) of the Tax
Code.
In general, some of the limited partners of Cabot Industrial Properties as
contributors of some of the properties or interests therein will be allocated
lower amounts of depreciation deductions for tax purposes and increased
taxable income and gain on sale by Cabot Industrial Properties of the
contributed assets. This will tend to eliminate the book-tax difference over
the life of Cabot Industrial Properties. However, the special allocation rules
of Section 704(c) do not always entirely rectify the book-tax difference on an
annual basis or with respect to a specific taxable transaction such as a sale,
and accordingly variations from normal Section 704(c) principles may arise,
which could result in the allocation of additional taxable income to us in
excess of corresponding cash proceeds in some circumstances.
Treasury regulations under Section 704(c) of the Tax Code provide
partnerships with a choice of several methods of accounting for book-tax
differences. Those determinations could have differing timing and other
effects on us.
Properties acquired by Cabot Industrial Properties in taxable transactions
will in general have a tax basis equal to their fair market value. Section
704(c) of the Tax Code will not apply in these cases.
Sale of properties
Our share of any gain realized by Cabot Industrial Properties on the sale
of any "dealer property" generally will be treated as income from a prohibited
transaction that is subject to 100% penalty tax. See "--Taxation of us--
General" and "--Gross income tests--The 95% test." Under existing law, whether
property is dealer property is a question of fact that depends on all the
facts and circumstances with respect to the particular transaction. We intend
to hold, and, to the extent within our control, to have any joint venture to
which Cabot Industrial Properties is a partner hold, properties for investment
with a view to long-term appreciation, to engage in the business of acquiring,
owning, operating and developing the properties, and to make the occasional
sales of our properties and other properties acquired subsequent to the date
hereof as are consistent with our investment objectives. Based upon our
investment objectives, we believe that overall, our properties should not be
considered dealer property and that the amount of income from prohibited
transactions, if any, will not be material.
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Taxation of shareholders
Taxation of taxable domestic shareholders
As long as we qualify as a real estate investment trust, distributions made
to our taxable domestic shareholders out of current or accumulated earnings
and profits, and not designated as capital gain dividends, generally will be
taxed to the shareholders as ordinary dividend income and will not be eligible
for the dividends received deduction for corporations. Distributions of net
capital gain that we designate as capital gain dividends will be taxed to the
shareholders as long-term capital gain, to the extent they do not exceed our
actual net capital gain for the fiscal year, without regard to the period for
which the shareholder has held its shares of beneficial interest. However,
corporate shareholders may be required to treat up to 20% of capital gain
dividends as ordinary income.
To the extent that we make distributions in excess of current and
accumulated earnings and profits, the distributions will be treated first as a
tax-free return of capital to you, reducing the tax basis of your common
shares by the amount of the excess distribution, but not below zero, with
distributions in excess of your tax basis being taxed as capital gains if your
common shares are held by you as a capital asset. In addition, any dividend
that we declare in October, November or December of any year, which is payable
to a shareholder of record on a specific date in any of the three months, must
be treated as both paid by us and received by the shareholder on December 31
of the year as long as we actually pay the dividend during January of the
following calendar year. You may not include our net operating losses in your
individual income tax returns. Federal income tax rules may also require that
minimum tax adjustments and preferences be apportioned to you.
We are permitted under the Tax Code to elect to retain and pay income tax
on our net capital gain for any taxable year. If we so elect, you must include
in income your proportionate share of our undistributed capital gain for the
taxable year. You also will be deemed to have paid your proportionate share of
the income tax we pay with respect to the undistributed capital gain. The tax
would be credited against your tax liability and subject to normal refund
procedures. In addition, your basis in your shares would be increased by the
amount of undistributed capital gain included in your income, but reduced by
the tax we paid.
The Internal Revenue Service Restructuring and Reform Act of 1998 provides
that gain from the sale or exchange of some investments held for more than one
year is taxed at a maximum capital gain rate of 20%. Pursuant to Internal
Revenue Service guidance, we may classify portions of our capital gain
dividends as gains eligible for the 20% capital gains rate discussed above or
as unrecaptured Tax Code Section 1250 gain taxable at a maximum rate of 25%.
In general, any loss upon a sale or exchange of common shares by a
shareholder who has held the common shares for six months or less will be
treated as a long-term capital loss, to the extent distributions from Cabot
were required to be treated by the shareholders as long-term capital gains.
Backup withholding
We will report to our domestic shareholders and to the Internal Revenue
Service the amount of dividends paid for each calendar year, and the amount of
tax withheld, if any, with respect thereto. Under the backup withholding
rules, a shareholder may be subject to backup withholding at a rate of 31%
with respect to dividends paid unless the shareholder is a corporation or
comes within some other exempt categories and, when required, demonstrates
this fact or provides a taxpayer identification number, certifies as to no
loss of exemption from backup withholding, and otherwise complies with
applicable requirements of the backup withholding rules. A shareholder that
does not provide us with its correct taxpayer identification number may also
be subject to penalties imposed by the Internal Revenue Service. Any amount
paid as backup withholding is available as a credit against the shareholder's
income tax liability. In addition, we may be required to withhold a portion of
capital gain distributions made to any shareholders who fail to certify their
non-foreign status to us. See "--Taxation of the shareholders--Taxation of
foreign shareholders" below.
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Taxation of tax-exempt shareholders
The Internal Revenue Service has issued a revenue ruling in which it held
that amounts distributed by a real estate investment trust to a tax-exempt
employees' pension trust do not constitute unrelated business taxable income.
Subject to the discussion below regarding a "pension-held REIT," based upon
that ruling and the statutory framework of the Tax Code, distributions by us
to a shareholder that is a tax-exempt entity should not constitute unrelated
business taxable income, provided that the tax-exempt entity has not financed
the acquisition of its shares with "acquisition indebtedness" within the
meaning of the Tax Code, that the shares are not otherwise used in an
unrelated trade or business of the tax-exempt entity, and that we, consistent
with our present intent, do not hold a residual interest in a real estate
mortgage investment conduit that is an entity or arrangement that satisfies
the standards set forth in Section 860D of the Tax Code.
We believe we are currently a "pension-held REIT." If any pension or other
retirement trust that qualifies under Section 401(a) of the Tax Code holds
more than 10% by value of the interests in a "pension-held REIT" at any time
during a taxable year, a portion of the dividends paid to the qualified
pension trust by the real estate investment trust may constitute unrelated
business taxable income. For these purposes, a "pension-held REIT" is defined
as a real estate investment trust which would not have qualified as a real
estate investment trust but for (1) the provisions of the Tax Code which look
through such a qualified pension trust in determining ownership of shares of
the real estate investment trust and (2) as to which at least one qualified
pension trust holds more than 25% by value of the interests of the real estate
investment trust or one or more qualified pension trusts, each owning more
than a 10% interest by value in the real estate investment trust, hold in the
aggregate more than 50% by value of the interests in the real estate
investment trust.
Taxation of foreign shareholders
The rules governing United States federal income taxation of non-resident
alien individuals, foreign corporations, foreign partnerships and other
foreign shareholders are highly complex and may be affected by other
considerations. The following is only a summary of those rules. Prospective
Non-U.S. Shareholders should consult with their own tax advisors to determine
the impact of federal, state and local income tax laws with regard to an
investment in our common shares, including any reporting requirements.
We will qualify as a "domestically-controlled REIT" so long as less than
50% in value of our common shares are held by foreign persons such as non-
resident aliens, foreign corporations, partnerships, trusts and estates. We
currently anticipate that we will qualify as a domestically-controlled REIT.
Under these circumstances, gain from the sale of our common shares by a
foreign person should not be subject to United States taxation, unless the
gain is effectively connected with the person's United States trade or
business or, in the case of an individual foreign person, the person is
present within the United States for more than 182 days during the taxable
year. However, notwithstanding our current anticipation that we will qualify
as a domestically-controlled REIT, because our common shares will be publicly
traded no assurance can be given that we will so qualify.
Distributions of cash generated by our real estate operations, but not by
the sale or exchange of properties, that are paid to foreign persons generally
will be subject to United States withholding tax at a rate of 30%, unless an
applicable tax treaty reduces that tax and the foreign shareholder files with
us the required form evidencing the lower rate, or the foreign shareholder
files an Internal Revenue Service Form 4224 with us claiming that the
distribution is "effectively connected" income.
Distributions of proceeds attributable to the sale or exchange of United
States real property interests by us are subject to income and withholding
taxes pursuant to the Foreign Investment in Real Property Tax Act of 1980, and
may also be subject to branch profits tax in the hands of a shareholder which
is a foreign corporation if it is not entitled to treaty relief or exemption.
We are required by applicable Treasury regulations to withhold 35% of any
distribution to a foreign person that could be designated as a capital gain
dividend. This amount is creditable against the foreign shareholder's tax
liability.
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Other tax considerations
Cabot Advisors
The income of Cabot Advisors will be subject to federal and state income
tax at full corporate rates. Cabot Advisors cannot claim a deduction for the
dividends it pays to its shareholders, including Cabot Industrial Properties.
To the extent that Cabot Advisors pays federal, state or local taxes, it will
have less cash available to distribute to its shareholders, thereby reducing
cash available for us to distribute to our shareholders. Cabot Advisors will
attempt to minimize the amount of the taxes, but there can be no assurance
whether or the extent to which the measures it takes to minimize taxes will be
successful.
Possible legislative or other actions affecting tax consequences
You should recognize that the present federal income tax treatment of an
investment in us may be modified by legislative, judicial or administrative
action at any time and that the action may affect investments and commitments
previously made. The rules dealing with federal income taxation are constantly
in review by persons involved in the legislative process and by the Internal
Revenue Service and the Treasury Department resulting in revisions of
regulations and revised interpretations of established concepts as well as
statutory changes. No assurance can be given as to the form, content or
effective dates of any tax legislation which may be enacted. Revisions in
federal tax laws and interpretations thereof can adversely affect the tax
consequences of your investment in Cabot.
In this connection, Congress has recently passed and the President has
signed the Ticket to Work Incentives Improvement Act (the "1999 Act") which
contains several provisions affecting real estate investment trusts. One
provision under the 1999 Act will prohibit a real estate investment trust from
holding securities representing more than 10% of the vote or value of the
outstanding securities of any corporation other than
(1) a qualified REIT subsidiary,
(2) another real estate investment trust or
(3) certain corporations known as "taxable REIT subsidiaries" (the
"Taxable REIT Subsidiary Provision").
In addition, under the 1999 Act, not more than 20% of the value of a real
estate investment trusts total assets may be represented by securities of one
or more taxable REIT subsidiaries. Taxable REIT subsidiaries will be subject
to full corporate level taxation on their earnings, but will be permitted to
engage in certain types of activities, such as those performed by Cabot
Advisors, which cannot currently be performed by real estate investment trusts
or their controlled subsidiaries without jeopardizing real estate investment
trust status. Taxable REIT subsidiaries will be subject to certain limitations
on the deductibility of certain payments made to the associated real estate
investment trust which could materially increase the taxable income of the
taxable REIT subsidiary and will be subject to prohibited transaction taxes on
certain other payments made to the associated REIT. Moreover, rents paid by a
taxable REIT subsidiary to the associated real estate investment trust may be
excluded from qualification as rents from real property under certain
circumstances.
Under the Taxable REIT Subsidiary Provision, we and Cabot Advisors would be
allowed to jointly elect to treat Cabot Advisors as a "taxable REIT
subsidiary" for taxable years beginning after December 31, 2000, subject to
certain transition rules. Further, although we indirectly own more than 10% of
the value of the outstanding securities of Cabot Advisors which, absent a
taxable REIT subsidiary election, would violate the provisions of the 1999
Act, the Taxable REIT Subsidiary Provision contains certain "grandfather"
rules which would make the limitations on stock ownership described above
inapplicable to our indirect ownership of Cabot Advisors, even in the absence
of an election to treat Cabot Advisors as a "taxable REIT subsidiary." In such
case, however, the Taxable REIT Subsidiary Provision would terminate our
ability to rely on the grandfather rule if Cabot Advisors were either to
engage in new trades or businesses or acquire substantial new assets.
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Accordingly, in the absence of such election, the Taxable REIT Subsidiary
Provision may limit the future activities and growth of Cabot Advisors.
State and local taxes
We and our shareholders may be subject to state or local taxation. We and
Cabot Industrial Properties may be subject to state or local tax withholding
requirements in various jurisdictions, including those in which we or they
transact business or reside. The state and local tax treatment of us and our
shareholders may not conform to the federal income tax consequences discussed
above. Consequently, you should consult your tax advisor regarding the effect
of state and local tax laws on an investment in common shares.
You should consult your tax advisor, regarding the specific tax
consequences to you of the purchase, ownership and sale of any of the
securities described in this prospectus and of potential changes in applicable
tax laws.
USE OF PROCEEDS
The net proceeds from the sale of common shares purchased by the agent
directly from Cabot will be used for the development and acquisition of
additional distribution facilities, as suitable opportunities arise, for the
repayment of outstanding indebtedness at the time and for working capital
purposes. Cabot will not receive any proceeds from purchases of common shares
by the agent in the open market or in negotiated transactions with third
parties.
WHERE YOU CAN FIND MORE INFORMATION
Cabot is subject to the reporting requirements of the Securities Exchange
Act of 1934, and files reports, proxy statements and other information with
the Securities and Exchange Commission. You may read and copy any materials
Cabot files with the Securities and Exchange Commission at its Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling
the Securities and Exchange Commission at 1-800-SEC-0330. In addition, the
Securities and Exchange Commission maintains an Internet site that contains
reports, proxies, information statements, and other information regarding
issuers that file electronically, and the address of that site is
http://www.sec.gov. Cabot's outstanding common shares are listed on the New
York Stock Exchange under the symbol "CTR", and all reports, proxy statements
and other information filed by Cabot with the New York Stock Exchange may be
inspected at the New York Stock Exchange's offices at 20 Broad Street, New
York, New York 10005. Additional information about Cabot may be obtained by
viewing Cabot's website at www.cabottrust.com.
Cabot has filed with the Securities and Exchange Commission a registration
statement on Form S-3 under the Securities Act of 1933, with respect to the
common shares of Cabot being offered. This prospectus, which constitutes part
of the registration statement, does not contain all of the information set
forth in the registration statement. Parts of the registration statement are
omitted from this prospectus in accordance with the rules and regulations of
the Securities and Exchange Commission. For further information, your
attention is directed to the registration statement. Statements made in this
prospectus concerning the contents of any documents referred to herein are not
necessarily complete, and in each case are qualified in all respects by
reference to the copy of such document filed with the Securities and Exchange
Commission.
The Securities and Exchange Commission allows Cabot to "incorporate by
reference" the information Cabot files with the Securities and Exchange
Commission, which means that Cabot can disclose important information to you
by referring you to those documents. The information incorporated by reference
is an important part of this prospectus, and information that Cabot later
files with the Securities and Exchange Commission will automatically update
and supersede this information.
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Cabot incorporates by reference the documents listed below:
(a) Cabot's annual report on Form 10-K for the year ended December 31,
1998 and amended by Form 10-K/A filed April 20, 1999;
(b) Cabot's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1999, June 30, 1999 and September 30, 1999;
(c) Cabot's current reports on Form 8-K filed January 29, 1999, March
22, 1999, April 1, 1999, April 29, 1999, May 4, 1999, July 30, 1999
and September 10, 1999, and the Form 8-K/A filed April 26, 1999;
and
(d) The description of Cabot common shares contained or incorporated by
reference in Cabot's registration statement on Form 8-A, as
amended, filed January 27, 1998.
The Securities and Exchange Commission has assigned file number 1-13829 to
the reports and other information that Cabot files with the Securities and
Exchange Commission.
You may request a copy of each of the above-listed Cabot documents at no
cost, by writing or telephoning Cabot at the following address or telephone
number.
Investor Relations Department
Cabot Industrial Trust
Two Center Plaza, Suite 200
Boston, Massachusetts 02108
(617) 723- 0900
All documents subsequently filed by Cabot pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act, after the date of this prospectus
and prior to the termination of the offering, shall be deemed to be
incorporated by reference into this prospectus.
You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is inconsistent with information contained in this document
or any document incorporated herein. This prospectus is not an offer to sell
these securities in any state where the offer and sale of these securities is
not permitted. The information in this prospectus is current as of the date it
is mailed to security holders, and not necessarily as of any later date. If
any material change occurs during the period that this prospectus is required
to be delivered, this prospectus will be supplemented or amended.
EXPERTS
The audited financial statements and schedules, if applicable, of Cabot
Industrial Trust, Cabot Partners Limited Partnership, Arizona Property, Hemmer
Properties Group and Rushmore Properties Group incorporated by reference in
this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as of and for the periods indicated in their
reports and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
The combined statement of revenue and certain expenses of the Stayton Drive
and Corridor Properties for the year ended December 31, 1998, incorporated by
reference in this prospectus, has been incorporated by reference in reliance
upon the reports of KPMG LLP, independent certified public accountants,
incorporated by reference herein and upon the authority of said firm as
experts in accounting and auditing.
26
<PAGE>
LEGAL MATTERS
The validity of the common shares offered pursuant to this prospectus will
be passed on for Cabot by Mayer, Brown & Platt, Chicago, Illinois.
SOURCES OF INFORMATION ON THE PLAN
Authorization forms, optional cash payment forms, changes in name or
address, notices of termination, requests for refunds of payments to purchase
common shares, common share certificates or the sale of common shares held in
the plan should be directed to, and may be obtained from, and inquiries
regarding the distribution reinvestment discount and the optional cash payment
discount or any other questions about the plan should be directed to:
BankBoston, N.A.,
c/o EquiServe, L.P.
P. O. Box 8040
Boston, Massachusetts 02266-8040
Telephone: 1-877-xxx-xxxx
Requests for waivers should be directed to, and may be obtained from, and
inquiries regarding the threshold price and the waiver discount should be
directed to:
Cabot Industrial Trust
Two Center Plaza, Suite 200
Boston, Massachusetts 02108
Phone: (617) 723-0900
Fax: (617) 722-8237
Attention: Share Purchase Plan Representative
27
<PAGE>
APPENDIX A
REINVESTMENT OF DISTRIBUTIONS
<TABLE>
<CAPTION>
Distribution Distribution
Record Date Payment Date
------------ ------------
<S> <C>
April 10, 2000 April 28, 2000
July 10, 2000 July 31, 2000
October 9, 2000 October 31, 2000
December 29, 2000 January 19, 2001
April 9, 2001 April 30, 2001
July 9, 2001 July 31, 2001
October 10, 2001 October 31, 2001
December 31, 2001 January 18, 2002
</TABLE>
OPTIONAL CASH PAYMENTS
<TABLE>
<CAPTION>
Threshold Optional Cash Investment Investment Period
Set Date Payment Due Date Commencement Date Conclusion Date
--------- ---------------- ----------------- -----------------
<S> <C> <C> <C>
January 12, 2000 January 14, 2000 January 18, 2000 January 31, 2000
February 11, 2000 February 15, 2000 February 16, 2000 February 29, 2000
March 15, 2000 March 17, 2000 March 20, 2000 March 31, 2000
April 11, 2000 April 13, 2000 April 14, 2000 April 28, 2000
May 12, 2000 May 16, 2000 May 17, 2000 May 31, 2000
June 14, 2000 June 16, 2000 June 19, 2000 June 30, 2000
July 13, 2000 July 17, 2000 July 18, 2000 July 31, 2000
August 15, 2000 August 17, 2000 August 18, 2000 August 31, 2000
September 13, 2000 September 15, 2000 September 18, 2000 September 29, 2000
October 13, 2000 October 17, 2000 October 18, 2000 October 31, 2000
November 13, 2000 November 15, 2000 November 16, 2000 November 30, 2000
December 12, 2000 December 14, 2000 December 15, 2000 December 29, 2000
January 12, 2001 January 17, 2001 January 18, 2001 January 31, 2001
February 12, 2001 February 14, 2001 February 15, 2001 February 28, 2001
March 14, 2001 March 16, 2001 March 19, 2001 March 30, 2001
April 11, 2001 April 16, 2001 April 17, 2001 April 30, 2001
May 14, 2001 May 16, 2001 May 17, 2001 May 31, 2001
June 13, 2001 June 15, 2001 June 18, 2001 June 29, 2001
July 13, 2001 July 17, 2001 July 18, 2001 July 31, 2001
August 15, 2001 August 17, 2001 August 20, 2001 August 31, 2001
September 12, 2001 September 14, 2001 September 17, 2001 September 28, 2001
October 15, 2001 October 17, 2001 October 18, 2001 October 31, 2001
November 13, 2001 November 15, 2001 November 16, 2001 November 30, 2001
December 12, 2001 December 14, 2001 December 17, 2001 December 31, 2001
</TABLE>
A-1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the registration and sale of the shares registered hereby, all of which will
be paid by the registrant, except as noted in the prospectus:
<TABLE>
<S> <C>
SEC registration fee................................................. $7,448.76
Printing fees and expenses........................................... $ 20,000
Transfer agent's fees................................................ $ 10,000
Legal fees and expenses.............................................. $ 35,000
Accounting fees and expenses......................................... $ 25,000
Miscellaneous expenses............................................... $2,551.24
---------
Total................................................................ $ 100,000
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF TRUSTEES AND OFFICERS.
Article 9, Section 1 of the Registrant's Declaration of Trust provides as
follows with respect to the limitation of liability for Trustees and officers
and indemnification:
"To the maximum extent that Maryland law in effect from time to time permits
limitation of the liability of trustees and officers of a REIT, no trustee or
officer of the Trust shall be liable to the Trust or to any shareholder for
money damages. Neither the amendment nor the repeal of this Section 1, nor the
adoption or amendment of any other provision of this Declaration of Trust
inconsistent with this Section 1, shall apply to or affect in any respect the
applicability of the preceding sentence with respect to any act or failure to
act which occurred prior to such amendment, repeal or adoption. In the absence
of any Maryland statute limiting the liability of trustees or officers of a
Maryland REIT for money damages in a suit by or on behalf of the Trust or by
any shareholder, no trustee or officer of the Trust shall be liable to the
Trust or to any shareholder for money damages except to the extent that (a)
the trustee or officer actually received an improper benefit or profit in
money, property or services, for the amount of the benefit or profit in money,
property or services actually received or (b) a judgment or other final
adjudication adverse to the trustee or officer is entered in a proceeding
based on a finding in the proceeding that the trustee's or officer's action or
failure to act was the result of active and deliberate dishonesty and was
material to the cause of the action adjudicated in the proceeding."
Article 9, Section 3 of the Registrant's Declaration of Trust provides as
follows with respect to the indemnification of Trustees and officers:
"Notwithstanding any other provisions of this Declaration of Trust, the Trust,
for the purpose of providing indemnification for its Trustees and officers,
shall have the authority, without specific shareholder approval, to enter into
insurance or other arrangements to indemnify all Trustees and officers of the
Trust against any and all liabilities and expenses incurred by them by reason
of their being Trustees or officers of the Trust, whether or not the Trust
would otherwise have the power under this Declaration of Trust or under
Maryland law to indemnify such persons against such liability. Without
limiting the power of the Trust to procure or maintain any kind of insurance
or other arrangement, the Trust may, for the benefit of persons indemnified by
it, (a) create a trust fund, (b) establish any form of self-insurance, (c)
secure its indemnity obligation by grant of any security interest or other
lien on the assets of the Trust, or (d) establish a letter of credit, guaranty
or surety arrangement. Any such insurance or other arrangement may be
procured, maintained or established within the Trust or with any insurer or
other person deemed appropriate by the Board regardless of whether all or part
of the stock or other securities thereof are owned in whole or in part by the
Trust. In the absence of fraud, the judgment of the Board as to the terms and
conditions of insurance or other arrangement and the identity of the insurer
or other person participating in any arrangement shall be conclusive, and such
insurance or other arrangement shall not be subject to voidability, nor
subject the Trustees approving such insurance or other arrangement to
liability on any ground, regardless of whether Trustees participating and
approving such insurance or other arrangement shall be beneficiaries thereof."
II-1
<PAGE>
The Registrant has entered into indemnity agreements with each of its
officers and Trustees which provide for reimbursement of all expenses and
liabilities of such officer or Trustee, arising out of any lawsuit or claim
against such officer or Trustee due to the fact that such person was or is
serving as an officer or Trustee, except for such liabilities and expenses (a)
the payment of which is judicially determined to be unlawful, (b) relating to
claims under Section 16(b) of the Securities Exchange Act of 1934 or (c)
relating to judicially determined criminal violations.
ITEM 16. EXHIBITS.
See the Exhibit Index which is hereby incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) 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;
(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 and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities and
Exchange 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;
(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;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(b) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(c) 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Trustees, officers and controlling persons of the
registrant pursuant to the provisions set forth or described in Item 15 of
this Registration Statement, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 Trustee, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such Trustee, 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 of 1933 and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 the City of Boston, State of Massachusetts, on December 29,
1999.
CABOT INDUSTRIAL TRUST
/s/ Robert E. Patterson
By: _________________________________
Robert E. Patterson
President
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Trustees and
officers of Cabot Industrial Trust, hereby constitutes and appoints Ferdinand
Colloredo-Mansfeld, Franz Colloredo-Mansfeld and Neil E. Waisnor its or his
true and lawful attorneys-in-fact and agents, for it or him and in its or his
name, place and stead, in any and all capacities, each with full power to act
alone, to sign any and all amendments to this registration statement, and to
file each such amendment to this registration statement with all exhibits
thereto, and any and all documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
any and all acts and things requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as it or he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them 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 below by the following persons in the
capacities and on the dates stated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Ferdinand Colloredo-Mansfeld Chairman of the Board, Chief December 29, 1999
____________________________________ Executive Officer, Trustee
Ferdinand Colloredo-Mansfeld (Principal Executive
Officer)
/s/ Robert E. Patterson President, Trustee December 29, 1999
____________________________________
Robert E. Patterson
/s/ Franz Colloredo-Mansfeld Chief Financial Officer December 29, 1999
____________________________________ (Principal Financial
Franz Colloredo-Mansfeld Officer)
/s/ Neil E. Waisnor Senior Vice President-- December 29, 1999
____________________________________ Finance Treasurer and
Neil E. Waisnor Secretary (Principal
Accounting Officer)
/s/ Christopher C. Milliken Trustee December 29, 1999
____________________________________
Christopher C. Milliken
/s/ W. Nicholas Thorndike Trustee December 29, 1999
____________________________________
W. Nicholas Thorndike
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Maurice Segall Trustee December 29, 1999
____________________________________
Maurice Segall
/s/ Ronald L. Skates Trustee December 29, 1999
____________________________________
Ronald L. Skates
/s/ George M. Lovejoy, Jr. Trustee December 29, 1999
____________________________________
George M. Lovejoy, Jr.
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<C> <S> <C>
3.1 Amended and Restated Declaration of Trust, dated January 26,
1998, of Cabot. Incorporated by reference to Exhibit 3.1 to
the Registrant's Form S-11 Registration Statement (File No.
333-38383) (the "Form S-11").
3.2 Bylaws of Cabot. Incorporated by reference to Exhibit 2 to the
Registrant's Current Report on Form 8-K dated September 10,
1998.
3.3 Registration Rights and Lock-Up Agreement, dated as of
February 4, 1998, between Cabot, the Contributing Investors
and various other persons identified therein (included as
Exhibit B to Exhibit 4.1).
3.4 Second Amended and Restated Agreement of Limited Partnership
of Cabot Industrial Properties, L.P., dated February 4, 1998.
Incorporated by reference to Exhibit 3.5 to the Registrant's
Form S-11.
4.1 Contribution Agreement relating to the Capitalization of Cabot
Industrial Trust, dated as of October 10, 1997, among Cabot,
Cabot Industrial Properties, Cabot Partners and Various
Contributors and Title Holding Entities Identified therein.
Incorporated by reference to Exhibit 4.1 to the Registrant's
Form S-11.
5.1 Opinion of Mayer, Brown & Platt as to the legality of the
Common Shares.
5.2 Opinion of Ballard Spahr Andrews & Ingersoll as to the
legality of the Common Shares.
8.1 Opinion of Mayer, Brown & Platt as to certain tax matters.
10.1 Form of Indemnification Agreement between Cabot and the
Trustees. Incorporated by reference to Exhibit 10.1 to the
Registrant's Form S-11 (File No. 333-61543).
10.2 Form of Indemnification Agreement between Cabot and the
officers of Cabot. Incorporated by reference to Exhibit 10.2
to the Registrant's Form S-11 (File No. 333-61543).
10.3 Share Purchase Agreement, dated as of December 17, 1997,
between Cabot and Morgan Stanley Asset Management Inc., on
behalf of certain of its institutional investors. Incorporated
by reference to Exhibit 10.2 to the Registrant's Form S-11.
10.4 Form of Registration Rights and Lock-up Agreement, between
Cabot and Morgan Stanley Asset Management Inc., on behalf of
certain of its institutional investors, as amended by
Amendment No. 1 thereto. Incorporated by reference to Exhibit
10.3 to the Registrant's Form S-11.
10.5 Cabot Industrial Trust Long Term Incentive Plan. Incorporated
by reference to Exhibit 10.4 to the Registrant's Form S-11.
10.6 Form of Employment Agreement between Cabot Industrial
Properties, L.P. and Ferdinand Colloredo-Mansfeld.
Incorporated by reference to Exhibit 10.5 to the Registrant's
Form
S-11.
10.7 Form of Employment Agreement between Cabot Industrial
Properties, L.P. and Robert E. Patterson. Incorporated by
reference to Exhibit 10.6 to the Registrant's Form S-11.
10.8 Form of Employment Agreement between Cabot Industrial
Properties, L.P. and Franz Colloredo-Mansfeld. Incorporated by
reference to Exhibit 10.7 to the Registrant's Form
S-11.
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<C> <S> <C>
10.9 Form of Employment Agreement between Cabot Industrial
Properties, L.P. and, respectively, Andrew D. Ebbott, Howard
B. Hodgson, Jr., Neil E. Waisnor and Eugene F. Reilly.
Incorporated by reference to Exhibit 10.8 to the Registrant's
Form S-11.
10.10 Revolving Credit Agreement between Cabot Industrial Properties
and Morgan Guaranty Trust Company of New York, dated March 27,
1998. Incorporated by reference to Exhibit 10.9 to the
Registrant's 1997 Form 10-K.
10.11 Rights Agreement, dated as of June 11, 1998, as amended,
between Cabot and BankBoston, N.A., as Rights Agent, including
Exhibit A thereto (Form of Articles Supplementary relating to
the Series A Junior Participating Preferred Shares) and
Exhibit B thereto (Form of Right Certificate). Incorporated by
reference to Exhibit 1 to the Registrant's Current Report on
Form 8-K dated September 10, 1998.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG LLP
23.3 Consent of Mayer, Brown & Platt (included in the opinions
filed as Exhibits 5.1 and 8.1).
23.4 Consent of Ballard Spahr Andrews & Ingersoll (included in the
opinion filed as Exhibit A to Exhibit 5.2).
24 Power of Attorney (included on the signature page hereto).
99.1 Form of Initial Purchase Form
99.2 Form of Request for Waiver Form
99.3 Form of Notice of Waiver Acceptance
99.4 Form of Authorization Form
99.5 Form of Letter to Investors
</TABLE>
II-6
<PAGE>
Exhibit 5.1
December 29, 1999
The Board of Trustees
Cabot Industrial Trust
Two Center Plaza, Suite 200
Boston, Massachusetts 02108
Gentlemen:
We have acted as counsel to Cabot Industrial Trust, a Maryland real estate
investment trust (the "Company"), in connection with the proposed offering of
1,500,000 common shares of beneficial interest, $0.01 par value per share (the
"Shares"), of the Company as described in the Registration Statement filed on
the date hereof on Form S-3 with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, (together with all amendments thereto,
the "Registration Statement"). Capitalized terms used herein, unless otherwise
defined, shall have the meaning set forth in the Registration Statement.
As counsel to the Company, we have examined originals or copies certified
to our satisfaction of the Company's Amended and Restated Declaration of Trust
(the "Declaration of Trust"), and Bylaws, resolutions of the Board of Trustees,
and such other Company records, instruments, certificates and documents as we
considered necessary to enable us to express this opinion. As to certain facts
material to our opinion, we have relied, to the extent we deem such reliance
proper, upon certificates of public officials and officers of the Company. In
rendering this opinion, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
authentic original documents of photostatic copies.
Insofar as the foregoing opinion involves matters governed by Maryland law,
we have relied upon the opinion of the law firm of Ballard Spahr Andrews &
Ingersoll dated the date hereof and our opinion is subject to the assumptions,
limitations and qualifications set forth therein.
<PAGE>
The Board of Trustees
Cabot Industrial Trust
December 29, 1999
Page 2
Based upon and subject to the foregoing and to the assumptions, limitations
and conditions set forth herein, we are of the opinion that, the Shares, when
issued and when sold in the manner described in the Registration Statement, will
be duly authorized, validly issued and outstanding, fully paid and, except as
set forth on Exhibit A, non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement.
Very truly yours,
/s/ MAYER, BROWN & PLATT
<PAGE>
Schedule A
Judicial decisions relating to business trusts organized under the laws of
certain jurisdictions other than Maryland might be asserted in such
jurisdictions as a basis for personal liability of shareholders of the Company
with respect to tort claims, contractual claims where shareholder liability is
not negated, claims for taxes and certain statutory liabilities to the extent
that any such claims are not satisfied by the Company.
<PAGE>
Exhibit 5.2
FILE NUMBER
875627
December 29, 1999
Cabot Industrial Trust
Two Center Plaza, Suite 200
Boston, Massachusetts 02108
Re: Registration Statement on Form S-3
Registration No. 333-
----------------------------------
Ladies and Gentlemen:
We have served as Maryland counsel to Cabot Industrial Trust, a
Maryland real estate investment trust (the "Company"), in connection with
certain matters of Maryland law arising out of the registration of 1,500,000
shares of the Company's Common Shares of Beneficial Interest, par value $.01 per
share (the "Shares"), covered by the above-referenced registration statement on
Form S-3 (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "1933 Act"). Capitalized terms used but not defined herein shall
have the meanings given to them in the Registration Statement.
In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement, including all amendments thereto, with
the prospectus deemed included therein (the "Prospectus"), in the form in which
it was transmitted to the Securities and Exchange Commission (the "Commission")
under the 1933 Act;
2. The Declaration of Trust of the Company (the "Declaration of
Trust"), certified as of a recent date by the State Department of Assessments
and Taxation of Maryland (the "SDAT");
<PAGE>
Cabot Industrial Trust
December 29, 1999
Page 2
3. The Bylaws of the Company (the "Bylaws"), certified as of a recent
date by an officer of the Company;
4. Resolutions (the "Resolutions") adopted by the Board of Directors
of the Company, relating to the registration, sale and issuance of the Shares,
certified as of a recent date by an officer of the Company;
5. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date; and
6. A certificate executed by an officer of the Company, dated as of
the date hereof; and
7. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the
following:
1. Each individual executing any of the Documents, whether on behalf
of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms.
4. All Documents submitted to us as originals are authentic. The form
and content of the Documents submitted to us as unexecuted drafts do not differ
in any respect relevant to this opinion from the form and content of such
Documents as executed and delivered. All Documents submitted to us as certified
or photostatic copies conform to the original
<PAGE>
Cabot Industrial Trust
December 29, 1999
Page 3
documents. All signatures on all such Documents are genuine. All public records
reviewed or relied upon by us or on our behalf are true and complete. All
statements and information contained in the Documents are true and complete.
There has been no oral or written modification or amendment to any of the
Documents, and there has been no waiver of any provision of any of the
Documents, by action or omission of the parties or otherwise.
5. The Shares have not been and will not be issued in violation of any
restriction or limitation contained in the Declaration of Trust.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a real investment trust, duly formed and existing
under and by virtue of the laws of the State of Maryland and is in good standing
with the SDAT.
2. The issuance of the Shares has been duly authorized, and the
Shares, when sold and delivered against payment therefor in accordance with the
Resolutions and the Prospectus (assuming that, upon issuance, the total number
of common shares of beneficial interest issued and outstanding will not exceed
the total number of common shares of beneficial interest that the Company is
then authorized to issue under the Declaration of Trust), will be validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State
of Maryland and we do not express any opinion herein concerning any other law.
We express no opinion as to the applicability or effect of any federal or state
securities laws, including the securities laws of the State of Maryland, or as
to federal or state laws regarding fraudulent transfers. To the extent that any
matter as to which our opinion is expressed herein would be governed by any
jurisdiction other than the State of Maryland, we do not express any opinion on
such matter.
We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
<PAGE>
Cabot Industrial Trust
December 29, 1999
Page 4
This opinion is being furnished to you for submission to the
Commission as an exhibit to the Registration Statement and, accordingly, may not
be relied upon by, quoted in any manner to, or delivered to any other person or
entity (other than Mayer Brown & Platt, counsel to the Company, for use in
connection with its opinion dated the date hereof) without, in each instance,
our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
<PAGE>
Exhibit 8.1
December 29, 1999
Cabot Industrial Trust
Two Center Plaza, Suite 200
Boston, Massachusetts 02108
RE: Partnership Classification; Status as a Real Estate Investment Trust
("REIT"); Information in the Prospectus under "FEDERAL INCOME TAX
CONSIDERATIONS RELATING TO THE PLAN" and "FEDERAL INCOME TAXATION
OF CABOT"
--------------------------------------------------------------------
Ladies and Gentlemen:
In connection with the Registration Statement/1/ on Form S-3 filed with
the Securities and Exchange Commission on December 29, 1999 (the "Registration
Statement") by Cabot Industrial Trust, a Maryland real estate investment trust
(the "Company"), you have requested our opinions concerning (i) the
classification of Cabot Industrial Properties, L.P., a Delaware limited
partnership (the "Operating Partnership") as a partnership for Federal income
tax purposes, and not as an association taxable as a corporation; (ii) the
qualification and taxation for Federal income tax purposes of the Company as a
REIT; and (iii) the information in the Prospectus under the headings "FEDERAL
INCOME TAX CONSIDERATIONS RELATING TO THE PLAN" and "FEDERAL INCOME TAXATION OF
CABOT."
In formulating our opinions, we have reviewed and relied upon (i) the
Operating Partnership Agreement, the Declaration of Trust and Bylaws of the
Company, the Certificate of Incorporation and the Bylaws of Cabot Advisors
(collectively, the "Organizational Documents"), (ii) the Prospectus, dated
December 29, 1999 (the "Prospectus") and (iii) such other documents and
information provided by you, and such applicable provisions of law as we have
considered necessary for purposes of the opinions expressed herein.
In addition, we have relied upon the Company's certificate (the "Officer's
Certificate"), executed by a duly appointed officer of the Company, setting
forth certain representations relating to the organization and the actual and
the proposed method of operation of the
- ----------------
/1/ Unless otherwise specifically defined herein, all capitalized terms have
the meaning assigned to them in the Registration Statement.
<PAGE>
Cabot Industrial Trust
December 29, 1999
Page 2
Company, the Operating Partnership, and Cabot Advisors. For purposes of our
opinions, we have not made an independent investigation of the facts and
representations set forth in the Officer's Certificate or in the Organizational
Documents or any of the information set forth in the Registration Statement. We
have, consequently, relied upon your representations that the information
presented in such documents accurately and completely describes all material
facts. No facts have come to our attention, however, that would cause us to
question the accuracy or completeness of such facts or documents in any material
respect.
In rendering these opinions, we have assumed (i) the Company, the Operating
Partnership, and Cabot Advisors will each be operated in the manner described in
the applicable Organizational Documents and in the Prospectus, and that all
terms and provisions of such agreements and documents will be complied with by
all parties thereto; and (ii) each partner in the Operating Partnership has been
motivated in acquiring its partnership interest by its anticipation of economic
rewards apart from tax considerations.
The opinions expressed herein are based on the Code, the Treasury
regulations promulgated thereunder, and interpretations of the Code and such
regulations by the courts and the Internal Revenue Service, all as they are in
effect and exist at the date of this letter. It should be noted that statutes,
regulations, judicial decisions, and administrative interpretations are subject
to change at any time and, in some circumstances, with retroactive effect. A
material change that is made after the date hereof in any of the foregoing bases
for our opinions could adversely affect our conclusions. Other than as expressly
stated below, we express no opinion on any issue relating to the Operating
Partnership, the Company or to any investment therein.
Based upon and subject to the foregoing, it is our opinion that:
1. The Operating Partnership will be classified, for Federal income tax
purposes, as a partnership, and not as an association taxable as a corporation.
2. Beginning with the Company's taxable year ended December 31, 1998, and
assuming that the actions contemplated in the Prospectus are completed in a
timely fashion, the Company has been organized in conformity with the
requirements for qualification as a REIT under the Code, and the Company's
actual and proposed method of operation, as described in the Prospectus and as
represented in the Officer's Certificate, will enable it to satisfy the
requirements for qualification as a REIT.
3. The information in the Prospectus under the headings "FEDERAL INCOME TAX
CONSIDERATIONS RELATING TO THE PLAN" and "FEDERAL INCOME TAXATION OF CABOT," to
the extent that it constitutes matters of law, summaries of legal matters, or
legal conclusions, has been reviewed by us and is correct in all material
respects.
<PAGE>
Cabot Industrial Trust
December 29, 1999
Page 3
Very truly yours,
/s/Mayer, Brown & Platt
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
covering the audited historical financial statements of Cabot Industrial Trust,
dated February 9, 1999 (except with respect to the matters discussed in Note 13,
as to which the date is March 8, 1999), Cabot Partners Limited Partnership,
dated March 27, 1998, Arizona Property, dated January 28, 1999, Hemmer
Properties Group, dated January 28, 1999 and Rushmore Properties Group, dated
March 30, 1999, incorporated by reference into this registration statement of
Cabot Industrial Trust on Form S-3 and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
December 27, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
To Board of Trustees
Cabot Industrial Trust:
We consent to incorporation by reference herein of our report dated March 29,
1999, with respect to the combined statement of revenue and certain expenses of
the Stayton Drive and Corridor Properties for the year ended December 31, 1998,
incorporated by reference herein, and to the reference to our firm under the
heading "Experts" in this registration statement on Form S-3 of Cabot Industrial
Trust.
/s/ KPMG LLP
Los Angeles, California
December 27, 1999
<PAGE>
Exhibit 99.1
================================================================================
<TABLE>
<S> <C> <C>
CABOT INDUSTRIAL TRUST c/o BankBoston, N.A.
P.O. Box 8040 Boston, MA 02266-8040
Initial Purchase Form
Any questions, please call toll free: 1-800-###-####
(Please use enclosed envelope.)
====================================================================================================================================
</TABLE>
<TABLE>
<S> <C> <C>
Enrolling in I wish to enroll in Cabot Industrial Trust Dividend Reinvestment and Share Purchase Plan
the Plan (the "Plan") available to interested investors of Cabot Industrial Trust (the "Company")
by making an Initial Investment. Enclosed is check or money order for $____________
($50 minimum/$5,000 maximum per calendar month) payable to "BankBoston, N.A." Checks
must be received by the "Optional Cash Payment Due Date" as defined in the Plan
Prospectus.
Please note any address corrections directly on this form to the left.
Please provide your day and evening phone numbers to assist us in
processing your enrollment.
Daytime Phone: (____)-____________________________________
Evening Phone: (____)-____________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Account [_] Check here if registration desired matches mailing information above. Social Security Number _________________
Registration
Please check [_] INDIVIDUAL OR JOINT. Joint accounts will be presumed to be joint tenants unless restricted by applicable
one box and state law or otherwise indicated. Only one Social Security Number is required for tax reporting.
provide all
requested ____________________________________________________________________________________________________________________
information. Owner's First Name M.I. Last Name Owner's Social Security Number Joint Owner's First Name M.I. Last Name
Please print
clearly. [_] INDIVIDUAL. A minor is the beneficial owner of the account with an adult Custodian managing the account until
the minor becomes of age, as specified in the Uniform Gifts/Transfers to Minors Act in the minor's state of
residence.
__________________________________________________________________________________________________________
Custodian's First Name M.I Last Name
__________________________________________________________________________________________________________
Minor's First Name M.I Last Name Minor's Social Security Number Minor's State of Residence
[_] TRUST. Account is established in accordance with provisions of a trust agreement.
__________________________________________________________________________________________________________
Trust Name Name of Trust Trust Date Tax ID Number Beneficiary
- ------------------------------------------------------------------------------------------------------------------------------------
Dividend You may choose to reinvest all, a portion or none of the dividends paid on Company stock registered in your name
Election and held for you under the Plan. If you do not indicate a choice, you automatically will default into the full
dividend reinvestment election with all dividends reinvested.
Please check
one box and [_] Full Dividend Reinvestment. I wish to reinvest all of my Common Stock dividends in additional shares of
provide the Common Stock, I may also make optional payments to the Plan. (You will not receive a dividend check.)
requested
information. [_] Partial Dividend Reinvestment. I wish to have cash dividends on _________ whole shares of Common Stock sent
to me in cash, and dividends on the rest of my shares of Common Stock reinvested in additional shares of Common
Stock. I may also make optional payments to the Plan.
[_] Optional Cash Only. I wish to make only optional cash payments to the Plan. (You will receive a dividend
check for all shares.)
- ------------------------------------------------------------------------------------------------------------------------------------
Signatures By signing this form, I request enrollment, certify that I have received and read the prospectus describing the
Plan and agree to abide by the terms and conditions of the Plan. I hereby appoint BankBoston, N.A. as my agent to
apply dividends and any investments I may make to the purchase of shares under the Plan. I understand that I may
revoke this authorization at any time by written notice to BankBoston, N.A.
All joint owners must sign.
Under penalties of perjury, I also certify that: A. The number shown on this form is my/our correct Social Security
Number or Taxpayer ID Number, B, I am not subject to backup withholding either because (1) I have not been notified
by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or (2) the IRS has notified me that I am no longer subject to backup withholding. (Check
here ____ if you have been notified by the IRS that you are subject to backup withholding because of under reporting
of interest or dividends on your tax returns.)
__________________________________________________________________________________________________________
Signature Date Signature Date
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------------------------------
Automatic AUTOMATIC INVESTMENT. You may authorize automatic monthly deductions from your personal
Investment bank account. Bank Boston, N.A. will invest these deductions in Company stock and
credit the account you designate above. To initiate these deductions, please complete [_]
the reverse side of this form and check this box. Your authorized monthly deduction
from your Bank account must be for at least $50 and cannot exceed $5,000 in a
calendar month.
================================================================================================================
Automatic Please complete the information below to commence automatic withdrawals from your Bank
Investment account to purchase additional shares. Deductions and investments will continue until you
Application notify BankBoston, N.A. to change or discontinue them. You must notify the Bank by
telephone or written request at least five (5) business days prior to the Optional Cash
Payment Due Date as defined in the Plan Prospectus for any change to be effective. Should
your Bank account contain insufficient funds to cover the authorized deduction, no
investment will occur. In such event, you will be charged a $25.00 fee by BankBoston,
N.A. and you may be charged an additional fee by your bank for insufficient funds.
Please see sample below illustrating where these numbers can be found.
ABA Routing Number Checking or Money Market Savings
[_][_][_][_][_][_][_][_][_] [_] [_]
Bank Account Number
[_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_] __________________________________________
Name on Account (Please Print)
Amount to be Withdrawn
[_][_],[_][_][_].[_][_] ($50 minimum, $5,000 maximum per month)
____________________________________________
Name of Financial Institutional
I hereby authorize BankBoston, N.A. to make
monthly automatic transfers of funds from my ________________________________________
saving/checking account in the amount Mailing Address of Financial Institution
indicated on this form. These funds will be
used to purchase common shares of beneficial _________________________________________
interest for my account. Note: If Joint City State Zip
Account, both holders must sign.
________________________________________________________________________________________________
Signature Date Signature Date
ABA Number Account Number Check Number
(Do not include as part of your
Bank Account Number)
==================================================================================================================
</TABLE>
<PAGE>
Exhibit 99.2
REQUEST FOR WAIVER
Cabot Industrial Trust
Dividend Reinvestment and Share Purchase Plan
TO: Cabot Industrial Trust
Two Center Plaza, Suite 200
Boston, Massachusetts 02108
DATED
Telephone: (888) 999-9999 -----------------------
Fax Number: (888) 999-9999
This form is to be used only by participants in the Cabot Industrial Trust
Dividend Reinvestment and Share Purchase Plan who are requesting authorization
from Cabot Industrial Trust to make an optional cash payment under the Plan in
excess of the $000.000 monthly maximum limit.
A new form must be completed each month the Participant wishes to make an
optional cash payment in excess of the $000.00 monthly maximum limit. This form
will not be accepted by Cabot Industrial Trust unless it is completed in its
entirety.
The Participant submitting this form hereby certifies that (i) the
contained herein is true and correct as of the date of this form; (ii) the
Participant has received a current copy of the Prospectus relating to the Plan;
(iii) the optional cash payment is being made by and on behalf of the
Participant or its own account; and (iv) the Participant shall submit a copy of
this Request for Waiver (approved by Cabot Industrial Trust) to EquiServe L.P.
via facsimile number 1-781-575-2549, at the same time an Authorization Form and
the optional cash payments are submitted by the Participant.
Shares acquired through the Plan will be held in account with BankBoston,
N.A. as Plan Administrator. Participants wishing delivery of shares could
contact BankBoston, N.A. at 1-800-XXX-XXXX.
========================================================================
- --------------------------------------------- -------------------------
Participant's Signature Social Security Number(s) Date
- --------------------------------------------- -------------------------
Participant's Signature Address
- --------------------------------------------- ------------ -----------
Print name as it appears on share certificate City State Zip
Optional Cash Payment Amount Requested -------------------------
Phone Number
$
- ------------------------------------------ -------------------------
Facsimile Number
<PAGE>
EXHIBIT 99.3
NOTICE OF WAIVER ACCEPTANCE
CABOT INDUSTRIAL TRUST
Dividend Reinvestment and Share Purchase Plan
DATE:
TO:
FIRM:
VIA FAX #
COPY TO: BankBoston, N.A., Agent
c/o Boston EquiServe, L. P.
Via Fax #
We are pleased to inform you that your waiver for participation in the Cabot
Industrial Trust Dividend Reinvestment and Share Purchase Program has been
granted for the __________ investment period in the amount of _____________.
Please be advised that for this pricing period the discount rate is _____ and
the threshold price is ___________. The ten days of this pricing period are
__________________.
All monies must be wired to BankBoston, N.A. by 5 p.m. Eastern Time on
___________ (at least one (1) trading day prior to the relevant investment
period). Please find the wiring instructions below:
Send funds to: BankBoston, N.A.
100 Federal Street
Boston, MA 02110
ABA No: [forthcoming]
For Credit to:
Please be advised that any uninvested monies will be returned after the
conclusion of the pricing period.
Thank you for your participation. Please call me at (617) 723-0900 with any
questions.
Sincerely,
[Cabot Industrial Trust Officer]
<PAGE>
Exhibit 99.4
CABOT INDUSTRIAL TRUST
<TABLE>
<CAPTION>
<S> <C>
BankBoston, N.A. Please mark [X] the appropriate box to enroll
c/o EquiServe or change your current plan option. DO NOT
P.O. Box 8040 RETURN THIS CARD UNLESS YOU HAVE SELECTED
Boston, MA 02266-8040 ONE OF THE FOLLOWING OPTIONS:
[_] FULL DIVIDEND REINVESTMENT: I wish to
Shareowner Dividend Reinvestment and Purchase reinvest all dividends for this account, I
Plan Authorization Form may also make original cash payment of a
minimum of $50 to a maximum of $5,000 per
month.
[_] PARTIAL DIVIDEND REINVESTMENT: I wish to
receive cash dividends on ______ shares and
to reinvest my cash dividends on the
remainder of any shares for this account.
I may also make optional payments.
[_] OPTIONAL CASH ONLY: I wish to make only
optional cash payments to the Plan. I will
receive a dividend check for all shares.
Please make check or money order to
BankBoston, N.A.
If you have an address change, please mark
/ / the box to the right and indicate the change
- ------------------ ---------------- ----------- on the reverse side of this form. [_]
Signature of Registered Owner(s) - all Date
registered owner's MUST sign
/\ Detach Card Here /\
PLEASE READ CAREFULLY BEFORE SIGNING. TEAR ALONG PERFORATION AND
RETURN THE TOP PORTION TO EQUISERVE IN THE ENVELOPE PROVIDED.
KEEP THE BOTTOM PORTION FOR YOUR REFERENCE.
sample sample sample sample
</TABLE>
INVESTMENT OPTIONS FOR
CABOT INDUSTRIAL TRUST DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN.
FULL DIVIDEND REINVESTMENT - The dividends on all Cabot Industrial Trust shares
for this account as well as dividends on shares credited to your account under
the Plan will be invested to purchase additional shares. You may also invest by
making optional cash payments of at least $50 up to a maximum of $5,000 per
month.
PARTIAL DIVIDEND REINVESTMENT - The dividends on all Cabot Industrial Trust
shares held by you may be reinvested in the Plan. For example, if you own 300
shares and want to receive cash dividends on 100 shares, check the "Partial
Dividend Reinvestment" box and write 100 on the blank line. (The cash dividends
you wish to receive must be on full shares.) Dividends on the remaining 200
shares will be reinvested to purchase additional shares. You may also invest by
making optional cash payments of at least $50 to a maximum of $5,000 per month.
OPTIONAL CASH ONLY - You may make optional payment of at least $50 to a maximum
of $5,000 per month without reinvesting dividends on the shares you hold. Any
shares purchased through optional payments will be credited to your account
under the Plan. Dividends on all Cabot Industrial Trust shares credited to your
account under the Plan will be paid to you in cash automatically. Optional
Payments must be received by the Agent by the "Optional Cash Payment Due Date"
as defined in the Plan Prospectus.
QUESTIONS - If you have any questions, please write to Cabot Industrial Trust at
BostonBank, N.A., c/o EquiServe at P.O. Box 8040, Boston, MA 02266-8040 or call
toll-free: 1-800-___-____.
Your participation in the Plan is subject to the terms set forth in the
accompanying Prospectus. You may terminate participation in the Plan at any
time by written notice to BankBoston, N.A., c/o EquiServe, Dividend Reinvestment
Plan, P.O. Box 8040, Boston, MA 02266-8040.
Do not return this form unless you intend to participate in the Plan since this
form authorizes BankBoston, N.A. to enroll your account in the Plan. If this
form is signed but no box checked, you will be enrolled in the Plan under the
Full Dividend Reinvestment option.
<PAGE>
Return to:
BankBoston, N.A.
c/o EquiServe
P.O. Box 8040
Boston, MA 02266-8040
<PAGE>
Exhibit 99.5
Moors & Cabot, Inc.
Established 1890
MEMBERS
BOSTON STOCK EXCHANGE, INC.
NEW YORK STOCK EXCHANGE, INC.
Dear Prospective Investor:
As you requested, enclosed is a copy of the Cabot Industrial Trust Dividend
Reinvestment and Share Purchase Plan Prospectus and related enrollment
materials. To comply with the securities laws and regulations of certain
states, the Plan materials have been sent to you by Moors & Cabot, Inc., a
registered broker/dealer. Please review the Prospectus for complete
details regarding the Plan.
Enrollment materials relating to the Plan should be addressed to BankBoston
N.A., the Plan should be addressed to BankBoston N.A., the Plan Agent, at
the address and telephone number set forth in the Prospectus.
Moors & Cabot, Inc. is forwarding these materials to you on behalf of Cabot
Industrial Trust. We make no recommendations on this offer nor do we
assume any responsibility for the accuracy of the statements made in the
enclosed materials.
Very truly yours,
Moors & Cabot, Inc.
