<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 1997.
REGISTRATION NO. 333-41431
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PHILIPS INTERNATIONAL REALTY CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
MARYLAND 13-3963667
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
------------------------
417 FIFTH AVENUE
NEW YORK, NEW YORK 10016
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
(212) 545-1100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
------------------------
MR. PHILIP PILEVSKY
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
PHILIPS INTERNATIONAL REALTY CORP.
417 FIFTH AVENUE
NEW YORK, NEW YORK 10016
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
with a copy to:
JONATHAN A. BERNSTEIN, ESQ.
BLAKE HORNICK, ESQ.
PRYOR, CASHMAN, SHERMAN & FLYNN
410 PARK AVENUE
NEW YORK, NEW YORK 10022
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: Upon consummation of the transactions described in the enclosed Proxy
Statement/Prospectus.
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM OFFERING PROPOSED
TITLE OF EACH CLASS AMOUNT TO BE PRICE PER MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share................................ 32,000 $50.00 $1,600,000 $484.85
</TABLE>
(1) Based upon the maximum number of shares expected to be issued in connection
with the transaction described herein.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(f)(2). The registration fee has been calculated on
the basis of the pro forma net asset value as of August 8, 1997 of the
aggregate number of shares of common stock of Philips International Realty
Corp., $.01 par value per share, to be received by National Properties
Investment Trust and its shareholders upon consummation of the Formation
Transactions (as defined herein). The proposed maximum offering price per
share is based upon the proposed maximum aggregate offering price divided by
the amount to be registered.
------------------------
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 THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, 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>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THIS REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW
YORK, STATE OF NEW YORK, ON DECEMBER 11, 1997.
PHILIPS INTERNATIONAL REALTY CORP.
By: /s/ PHILIP PILEVSKY
----------------------------------
Philip Pilevsky
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Philip Pilevsky or Sheila Levine or any
one of them, his or her attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him or her in any and all capacities, to
sign any or all amendments or post-effective amendments to this Registration
Statement or a Registration Statement prepared in accordance with Rule 462 of
the Securities Act, and to file the same, with exhibits thereto and other
documents in connection herewith or in connection with the registration of the
Common Stock under the Securities Exchange Act of 1934, as amended, with the
Securities and Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each of such attorneys-in-fact and agents or
his or her substitutes may do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS AMENDMENT TO THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON DECEMBER 11, 1997.
<TABLE>
<CAPTION>
TITLE
-----
<S> <C>
/s/ PHILIP PILEVSKY Director, Chief Executive Officer and Chairman of the Board
- ------------------------------------------
Philip Pilevsky
/s/ LOUIS J. PETRA Director and President
- ------------------------------------------
Louis J. Petra
/s/ SHEILA LEVINE Director and Chief Operating Officer
- ------------------------------------------
Sheila Levine
/s/ BRIAN J. GALLAGHER Chief Financial Officer
- ------------------------------------------
Brian J. Gallagher
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ------ ----------------------------------------------------------------------------------------------- -----------
<S> <C> <C> <C>
3.1* -- Form of Amended and Restated Articles of Incorporation of the Company
3.2* -- Form of Articles Supplementary of Series A Preferred Stock
3.3* -- Form of Amended and Restated Bylaws of the Company
3.4* -- Form of Subscription Agreement between the Company and Philip Pilevsky
3.5* -- Form of Certificate of Common Stock
5.1 -- Opinion of Ballard Spahr Andrews & Ingersoll regarding the validity of the securities
being registered
8.1* -- Opinion of Pryor, Cashman, Sherman & Flynn regarding tax matters
8.2* -- Opinion of Bingham Dana LLP regarding tax consequences of the transaction
10.1* -- Form of Amended and Restated Agreement of Limited Partnership of the Operating
Partnership
10.2* -- Form of 1997 Stock Option Plan of the Company
10.3* -- Form of Agreement of Limited Partnership for Holding Partnerships
10.4* -- Form of Articles of Incorporation of Philips Subs
10.5* -- Form of Bylaws of Philips Subs
10.6* -- Contribution and Exchange Agreement, dated August 11, 1997, among National, the Board of
Trustees, the Company, the Operating Partnership and certain contributing partnerships or
limited liability companies associated with a private real estate firm controlled by
Philip Pilevsky and certain partners and members thereof
10.7* -- Form of Registration Rights Agreement among the Company and certain holders of limited
partnership interests in the Operating Partnership
10.8* -- Form of Management Agreement among the Company, the Operating Partnership and Philips
International Management Corp.
10.9* -- Form of Non-Competition Agreement among the Company, the Operating Partnership, Philip
Pilevsky and Sheila Levine
10.10* -- Form of Employment Agreement between the Company and Louis Petra
10.11* -- Form of Employment Agreement between the Company and Sheila Levine
10.12* -- Form of Trustee Warrant
23.1* -- Consent of Ernst & Young LLP
23.2* -- Consent of Bernardi, Alfin & Koos, L.L.C.
23.3* -- Consent of Kostin, Ruffkess & Company, LLC
23.4* -- Consent of A.F. Petrocelli
23.5* -- Consent of Elise Jaffe
23.6* -- Consent of Robert Grimes
23.7* -- Consent of Arnold Penner
23.8* -- Consent of Ballard Spahr Andrews & Ingersoll (contained in Exhibit 5.1)
23.9* -- Consent of Pryor, Cashman, Sherman & Flynn (contained in Exhibit 8.1)
23.10* -- Consent of Bingham Dana LLP (contained in Exhibit 8.2)
24* -- Power of Attorney (see Page II-5)
27* -- Financial Data Schedule
</TABLE>
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* Previously filed.
<PAGE>
[Letterhead of Ballard Spahr Andrews & Ingersoll]
December 9, 1997
Philips International Realty Corp.
417 Fifth Avenue
New York, New York 10016
Re: Philips International Realty Corp., a Maryland
corporation, (the "Company") - Registration
Statement on Form S-4 (Registration No. 333-
41431) pertaining to Thirty-Two Thousand
(32,000) shares (the "Shares") of common
stock, par value one cent ($.01) per share
-----------------------------------------------
Ladies and Gentlemen:
In connection with the registration of the Shares under the Securities Act
of 1933 as amended (the "Act"), by the Company on Form S-4 filed with the
Securities and Exchange Commission (the "Commission") on or about December 3,
1997, as amended, (the "Registration Statement"), you have requested our opinion
with respect to the matters set forth below.
We have acted as special Maryland corporate counsel to the Company in
connection with the matters described herein. In our capacity as special
Maryland corporate counsel to the Company and for purposes of this letter, we
have examined the following documents: (i) the corporate charter of the Company
(the "Charter") represented by a copy of the Articles of Amendment and
Restatement (the "Articles of Amendment and Restatement") which are to be filed
with the State Department of Assessments and Taxation of Maryland (the "SDAT")
on or before December 31, 1997 (the actual date of such filing is hereinafter
referred to as the "Effective Date"); (ii) the Amended and Restated Bylaws of
the Company (the "Bylaws") which are to be adopted prior to the Effective Date;
(iii) resolutions of the Board of Directors of the Company (the "Directors'
Resolutions"), and resolutions of the sole stockholder of the Company (the
"Stockholder's Resolutions") which are to be adopted prior to the Effective
Date; (iv) the Registration Statement; and (v) such other documents and matters
as we have deemed necessary or appropriate to express the opinions set forth
<PAGE>
BALLARD SPAHR ANDREWS & INGERSOLL
Philips International Realty Corp.
December 9, 1997
Page 2
in this letter, subject to the assumptions, limitations and qualifications
stated herein.
In reaching the opinions set forth below, we have assumed the following:
(a) all documents submitted to us as originals are authentic; all documents
submitted to us as certified, facsimile or photostatic copies conform to the
original docuemnts; all signatures on all documents submitted to us for
examination are genuine; all statements and information contained therein are
true and correct; and all public records reviewed are accurate and complete; (b)
the Charter of the Company will be amended and restated by the filing of the
Articles of Amendment and Restatement, in the form reviewed by us with no
material modifications or revisions, with the SDAT, and the acceptance of the
Articles of Amendment and Restatement for record by the SDAT, on the Effective
Date; (c) the Directors' Resolutions and the Stockholder's Resolutions, in the
form reviewed by us with no material modifications or revisions, will be duly
adopted by the Board of Directors of the Company and the sole stockholder of the
Company, respectively, prior to the Effective Date; (d) the Bylaws, in the form
reviewed by us with no material modifications or revisions, will be duly adopted
by the Board of Directors of the Company prior to the Effective Date, and (e)
none of the Shares will be issued or transferred in violation of the provisions
of Article VI of the Articles of Amendment and Restatement entitled
"Restrictions on Transfer, Acquisition and Redemption of Shares".
Based on the foregoing, and subject to the assumptions and qualifications
set forth herein, it is our opinion that, as of the Effective Date, the Shares
will have been duly authorized by all necessary corporate action on the part of
te Company, and the Shares will, upon issuance and delivery in accordance with
and subject to the terms and conditions described in the Registration Statement
against payment of consideration therefore as determined by the Board of
Directors of the Company or a committee thereof, be validly issued, fully paid
and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement, and further consent to the filing of this opinion as an exhibit to
the applications to securities commissioners for the various states of the
United States for registration of the Shares. We also consent to the
identification of our firm as Maryland counsel to the Company in the section of
the Prospectus (which is part of the Registration Statement) entitled "Legal
Matters."
<PAGE>
BALLARD SPAHR ANDREWS & INGERSOLL
Philips International Realty Corp.
December 9, 1997
Page 3
The opinions expressed herein are limited to the laws of the State of
Maryland and we express no opinion concerning any laws other than the laws of
the State of Maryland. Furthermore, the opinions presented in this letter are
limited to the matters specifically set forth herein and no other opinion shall
be inferred beyond the matters expressly stated.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
