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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Great Lakes REIT
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 36-4238056
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
823 Commerce Drive, Suite 300, Oak Brook, Illinois 60523
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. /X/
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. / /
Securities Act registration statement file
number to which this form relates: 333-49499
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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9-3/4% Series A Cumulative Redeemable
Preferred Shares of Beneficial Interest,
$.01 par value per share New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the 9-3/4% Series A Cumulative Redeemable Preferred
Shares of Beneficial Interest, $.01 par value per share ("Series A Preferred
Shares"), of Great Lakes REIT (the "Company") is contained in a Prospectus
Supplement dated December 16, 1998 filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933. Such
Prospectus Supplement supplements the Prospectus dated December 16, 1998 and
relates to Company's Post-Effective Amendment No. 1 to Registration Statement
on Form S-3 (File No. 333-49499), which became effective on August 17, 1998.
The Prospectus Supplement is incorporated herein by reference.
ITEM 2. EXHIBITS.
The Series A Preferred Shares described herein are to be registered on the
New York Stock Exchange, Inc., on which other securities of the Company are
registered. Accordingly, the following exhibits, required to be filed herewith
in accordance with the Instructions as to Exhibits to Form 8-A, have been duly
filed with the New York Stock Exchange, Inc.:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
(1) Form of Articles Supplementary of the Company relating to the 9-3/4%
Series A Cumulative Redeemable Preferred Shares of Beneficial Interest
of the Company.
(2) Amended and Restated Declaration of Trust of the Company, dated
July 27, 1998. (Incorporated by reference to Appendix B to the Proxy
Statement/Prospectus that is part of the Company's Registration
Statement on Form S-4, as amended (File No. 333-56167) (the "S-4").)
(3) Bylaws of the Company, dated June 12, 1998. (Incorporated by
reference to Appendix C to the Proxy Statement/Prospectus that is
part of the S-4.)
(4) Form of Series A Preferred Share Certificate.
</TABLE>
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
GREAT LAKES REIT
By: /s/ James Hicks
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Name: James Hicks
Title: Treasurer
Dated: December 16, 1998
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
(1) Form of Articles Supplementary of the Company relating to the 9-3/4%
Series A Cumulative Redeemable Preferred Shares of Beneficial Interest
of the Company.
(2) Amended and Restated Declaration of Trust of the Company, dated
July 27, 1998. (Incorporated by reference to Appendix B to the Proxy
Statement/Prospectus that is part of the Company's Registration
Statement on Form S-4, as amended (File No. 333-56167) (the "S-4").)
(3) Bylaws of the Company, dated June 12, 1998. (Incorporated by
reference to Appendix C to the Proxy Statement/Prospectus that is
part of the S-4.)
(4) Form of Series A Preferred Share Certificate.
</TABLE>
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Exhibit 1
GREAT LAKES REIT
ARTICLES SUPPLEMENTARY
9-3/4% SERIES A CUMULATIVE REDEEMABLE
PREFERRED SHARES OF BENEFICIAL INTEREST,
$.01 PAR VALUE PER SHARE
Great Lakes REIT, a Maryland real estate investment trust (the "Trust"),
having its principal office in Oak Brook, Illinois, hereby certifies to the
State Department of Assessments and Taxation of the State of Maryland that:
FIRST: Pursuant to the authority expressly vested in the Board of Trustees of
the Trust by Section 6.5 of Article VI of its Amended and Restated Declaration
of Trust (which, as hereafter restated or amended from time to time, is,
together with these Articles Supplementary, herein called the "Declaration"),
the Board of Trustees has, by resolution, duly classified and designated
1,500,000 preferred shares of beneficial interest of the Trust into a series
designated 9-3/4% Series A Cumulative Redeemable Preferred Shares of Beneficial
Interest, $.01 par value per share, and has provided for the issuance of such
series.
SECOND: Subject in all cases to the provisions of the Declaration, including,
without limitation, Article VII with respect to limitations on the transfer and
ownership of Shares (as defined in the Declaration), the following is a
description of the preferences, other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms
and conditions of redemption of the 9-3/4% Series A Cumulative Redeemable
Preferred Shares of Beneficial Interest of the Trust, which upon any restatement
of the Declaration will be made part of Article VI of the Declaration, with any
necessary or appropriate changes to the enumeration or lettering of sections or
subsections hereof:
9-3/4% Series A Cumulative Redeemable Preferred Shares of Beneficial
Interest
(1) DESIGNATION AND NUMBER. A series of Preferred Shares (as defined in the
Declaration), designated the "9-3/4% Series A Cumulative Redeemable Preferred
Shares of Beneficial Interest," $.01 par value per share (the "Series A
Preferred Shares"), is hereby established. The number of authorized Series A
Preferred Shares is 1,500,000.
(2) RANK. The Series A Preferred Shares shall, with respect to dividend rights
and rights upon liquidation, dissolution or winding up of the Trust, rank (a)
senior to all classes or series of Common Shares of the Trust, and to all equity
securities issued by the Trust ranking junior to such Series A Preferred Shares;
(b) on a parity with all other equity securities issued by the Trust the terms
of which specifically provide that such equity securities rank on a parity with
the Series A Preferred Shares; and (c) junior to all equity securities issued by
the Trust the terms of which specifically provide that such equity securities
rank senior to the Series A Preferred Shares. The term "equity securities" shall
not include convertible debt securities.
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(3) DIVIDENDS.
(a) Holders of the then outstanding Series A Preferred Shares shall be
entitled to receive, when and as authorized by the Board of Trustees, out of
funds legally available for the payment of dividends, cumulative preferential
cash dividends at the rate of 9-3/4% of the $25.00 liquidation preference per
annum (equivalent to a fixed annual amount of $2.4375 per share). Such dividends
shall be cumulative from the first date on which any Series A Preferred Shares
are issued and shall be payable quarterly in arrears on or before March 1, June
1, September 1 and December 1 of each year or, if not a business day, the next
succeeding business day (each, a "Series A Dividend Payment Date") . The first
dividend, which will be paid on March 1, 1999, will cover the period from the
date of issuance of the Series A Preferred Shares to March 1, 1999. Such
dividend and any dividend payable on the Series A Preferred Shares for any
partial dividend period will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Dividends will be payable to holders of
record as they appear in the share records of the Trust at the close of business
on the applicable record date, which shall be the fifteenth day of the calendar
month immediately preceding the calendar month in which the applicable Series A
Dividend Payment Date falls or on such other date designated by the Board of
Trustees of the Trust as the record date for the payment of dividends on the
Series A Preferred Shares that is not more than 30 nor less than 10 days prior
to such Dividend Payment Date (each, a "Series A Dividend Record Date").
(b) No dividends on Series A Preferred Shares shall be authorized by the
Board of Trustees of the Trust or paid or set apart for payment by the Trust at
such time as the terms and provisions of any agreement of the Trust, including
any agreement relating to its indebtedness, prohibits such authorization,
payment or setting apart for payment or provides that such authorization,
payment or setting apart for payment would constitute a breach thereof or a
default thereunder, or if such authorization or payment shall be restricted or
prohibited by law.
(c) Notwithstanding the foregoing, dividends on the Series A Preferred
Shares shall accrue whether or not the terms and provisions set forth in Section
3(b) hereof at any time prohibit the current payment of dividends, whether or
not the Trust has earnings, whether or not there are funds legally available for
the payment of such dividends and whether or not such dividends are declared.
Accrued but unpaid dividends on the Series A Preferred Shares will accumulate as
of the Series A Dividend Payment Date on which they first become payable.
(d) Except as provided in Section 3(e) below, no dividends will be
declared or paid or set apart for payment on any Shares of the Trust or any
other series of Preferred Shares ranking, as to dividends, on a parity with or
junior to the Series A Preferred Shares (other than a dividend in the Trust's
Common Shares or in any other class of Shares ranking junior to the Series A
Preferred Shares as to dividends and upon liquidation) for any period unless
full cumulative dividends have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof is set apart for such
payment on the Series A Preferred Shares for all past dividend periods and the
then current dividend period.
(e) When dividends are not paid in full (and a sum sufficient for such
full payment is not so set apart) upon the Series A Preferred Shares and any
other series of Preferred Shares ranking on a parity as to dividends with the
Series A Preferred Shares, all dividends declared upon the Series A Preferred
Shares and any other series of Preferred Shares ranking on a parity
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as to dividends with the Series A Preferred Shares shall be declared pro rata
so that the amount of dividends declared per Series A Preferred Share and
such other series of Preferred Shares shall in all cases bear to each other
the same ratio that accrued dividends per Series A Preferred Share and such
other series of Preferred Shares (which shall not include any accrual in
respect of unpaid dividends for prior dividend periods if such Preferred
Shares do not have a cumulative dividend) bear to each other. No interest, or
sum of money in lieu of interest, shall be payable in respect of any dividend
payment or payments on Series A Preferred Shares that may be in arrears.
(f) Except as provided in the immediately preceding paragraph, unless full
cumulative dividends on the Series A Preferred Shares have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for payment for all past dividend periods and the
then current dividend period, no dividends (other than in Common Shares or other
Shares ranking junior to the Series A Preferred Shares as to dividends and upon
liquidation) shall be declared or paid or set aside for payment, nor shall any
other distribution be declared or made, upon the Common Shares or any other
Shares of the Trust ranking junior to or on a parity with the Series A Preferred
Shares as to dividends or upon liquidation, nor shall any Common Shares, or any
other Shares of the Trust ranking junior to or on a parity with the Series A
Preferred Shares as to dividends or upon liquidation be redeemed, purchased or
otherwise acquired for any consideration (or any monies be paid to or made
available for a sinking fund for the redemption of any such shares) by the Trust
(except by conversion into or exchange for other Shares of the Trust ranking
junior to the Series A Preferred Shares as to dividends and upon liquidation)
(g) Holders of the Series A Preferred Shares shall not be entitled to any
dividend, whether payable in cash, property or shares in excess of full
cumulative dividends on the Series A Preferred Shares as described above. Any
dividend payment made on the Series A Preferred Shares shall first be credited
against the earliest accrued but unpaid dividend due with respect to such shares
that remains payable.
(4) LIQUIDATION PREFERENCE.
(a) Upon any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Trust, the holders of Series A Preferred Shares then
outstanding are entitled to be paid out of the assets of the Trust legally
available for distribution to its shareholders a liquidation preference of
$25.00 per share, plus an amount equal to any accrued and unpaid dividends to
the date of payment, before any distribution of assets is made to holders of
Common Shares or any other class or series of Shares of the Trust that ranks
junior to the Series A Preferred Shares as to liquidation rights.
(b) In the event that, upon such voluntary or involuntary liquidation,
dissolution or winding up, the available assets of the Trust are insufficient to
pay the amount of the liquidating distributions on all outstanding Series A
Preferred Shares and the corresponding amounts payable on all shares of other
classes or series of Shares of the Trust ranking on a parity with the Series A
Preferred Shares in the distribution of assets, then the holders of the Series A
Preferred Shares and all other such classes or series of Shares shall share
ratably in any such distribution of assets in proportion to the full liquidating
distributions to which they would otherwise be respectively entitled.
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(c) After payment of the full amount of the liquidating distributions to
which they are entitled, the holders of Series A Preferred Shares will have no
right or claim to any of the remaining assets of the Trust.
(d) Written notice of any such liquidation, dissolution or winding up of
the Trust, stating the payment date or dates when, and the place or places
where, the amounts distributable in such circumstances shall be payable, shall
be given by first class mail, postage pre-paid, not less than 30 nor more than
60 days prior to the payment date stated therein, to each record holder of the
Series A Preferred Shares at the respective addresses of such holders as the
same shall appear on the share transfer records of the Trust.
(e) The consolidation or merger of the Trust with or into any other
corporation, trust or entity or of any other corporation, trust or entity with
or into the Trust, or the sale, lease or conveyance of all or substantially all
of the property or business of the Trust, shall not be deemed to constitute a
liquidation, dissolution or winding up of the Trust.
(f) In determining whether a distribution (other than upon voluntary or
involuntary liquidation), by dividend, redemption or other acquisition of shares
of beneficial interest of the Trust or otherwise, is permitted under Maryland
law, amounts that would be needed, if the Trust were to be dissolved at the time
of the distribution, to satisfy the preferential rights upon dissolution of
holders of Series A Preferred Shares will not be added to the Trust's total
liabilities.
(5) REDEMPTION.
(a) RIGHT OF OPTIONAL REDEMPTION. The Series A Preferred Shares are not
redeemable prior to December 15, 2003. However, in order to ensure that the
Trust remains a qualified real estate investment trust ("REIT") for federal
income tax purposes, the Series A Preferred Shares shall be subject to Article
VII of the Declaration. On and after December 15, 2003, the Trust, at its option
and upon not less than 30 nor more than 60 days written notice, may redeem the
Series A Preferred Shares, in whole or in part, at any time or from time to
time, for cash at a redemption price of $25.00 per share, plus all accrued and
unpaid dividends thereon to the date fixed for redemption (except as provided in
Section 5(c) below), without interest. If less than all of the outstanding
Series A Preferred Shares are to be redeemed, the Series A Preferred Shares to
be redeemed shall be selected pro rata (as nearly as may be practicable without
creating fractional shares) or by any other equitable method determined by the
Trust.
(b) LIMITATIONS ON REDEMPTION.
(i) The redemption price of the Series A Preferred Shares (other than
the portion thereof consisting of accrued and unpaid dividends) is payable
solely out of the sale proceeds of other shares of beneficial interest of
the Trust, which may include other series of Preferred Shares, and from no
other source. For purposes of the preceding sentence, "shares of beneficial
interest" means any equity securities (including Common Shares and
Preferred Shares), shares, interest, participation or other ownership
interests (however designated) and any rights (other than debt securities
convertible into or exchangeable for equity securities) or options to
purchase any of the foregoing.
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(ii) Unless full cumulative dividends on all Series A Preferred Shares
shall have been or contemporaneously are declared and paid or declared and
a sum sufficient for the payment thereof set apart for payment for all past
dividend periods and the then current dividend period, no Series A
Preferred Shares shall be redeemed unless all outstanding Series A
Preferred Shares are simultaneously redeemed, and the Trust shall not
purchase or otherwise acquire directly or indirectly any Series A Preferred
Shares (except by exchange for Shares of the Trust ranking junior to the
Series A Preferred Shares as to dividends and upon liquidation); PROVIDED,
HOWEVER, that the foregoing will not prevent the purchase or acquisition of
Series A Preferred Shares pursuant to a purchase or exchange offer made on
the same terms to holders of all outstanding Series A Preferred Shares.
(c) RIGHTS TO DIVIDENDS ON SHARES CALLED FOR REDEMPTION. Immediately prior
to any redemption of Series A Preferred Shares, the Trust shall pay, in cash,
any accumulated and unpaid dividends through the redemption date, unless a
redemption date falls after a Series A Dividend Record Date and prior to the
corresponding Series A Dividend Payment Date, in which case each holder of
Series A Preferred Shares at the close of business on such Series A Dividend
Record Date shall be entitled to the dividend payable on such shares on the
corresponding Series A Dividend Payment Date notwithstanding the redemption of
such shares before such Series A Dividend Payment Date. Except as provided
above, the Trust will make no payment or allowance for unpaid dividends, whether
or not in arrears, on Series A Preferred Shares that are redeemed.
(d) PROCEDURES FOR REDEMPTION.
(i) Notice of redemption will be (A) given by publication in a
newspaper of general circulation in the City of New York, such publication
to be made once a week for two successive weeks commencing not less than 30
nor more than 60 days prior to the redemption date, and (B) mailed by the
Trust, postage prepaid, not less than 30 nor more than 60 days prior to the
redemption date, addressed to the respective holders of record of the
Series A Preferred Shares to be redeemed at their respective addresses as
they appear on the share transfer records of the Trust. No failure to give
such notice or any defect therein or in the mailing thereof shall affect
the validity of the proceedings for the redemption of any Series A
Preferred Shares except as to the holder to whom notice was defective or
not given.
(ii) In addition to any information required by law or by the
applicable rules of any stock exchange or automated quotation system upon
which any Series A Preferred Shares may be listed or admitted to trading,
such notice shall state: (A) the redemption date; (B) the redemption price;
(C) the number of Series A Preferred Shares to be redeemed; (D) the place
or places where the Series A Preferred Shares are to be surrendered for
payment of the redemption price; and (E) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. If less than all of
the Series A Preferred Shares held by any holder are to be redeemed, the
notice mailed to such holder shall also specify the number of Series A
Preferred Shares held by such holder to be redeemed.
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(iii) If notice of redemption of any Series A Preferred Shares has
been given and if the funds necessary for such redemption have been set
aside by the Trust in trust for the benefit of the holders of any Series A
Preferred Shares so called for redemption, then from and after the
redemption date dividends will cease to accrue on such Series A Preferred
Shares, such Series A Preferred Shares shall no longer be deemed
outstanding and all rights of the holders of such shares will terminate,
except the right to receive the redemption price. Holders of Series A
Preferred Shares to be redeemed shall surrender such Series A Preferred
Shares at the place designated in such notice and, upon surrender in
accordance with said notice of the certificates evidencing Series A
Preferred Shares so redeemed (properly endorsed or assigned for transfer,
if the Trust shall so require and the notice shall so state), such Series A
Preferred Shares shall be redeemed by the Trust at the redemption price
plus any accrued and unpaid dividends payable upon such redemption. In case
less than all the Series A Preferred Shares evidenced by any such
certificate are redeemed, a new certificate or certificates shall be issued
evidencing any unredeemed Series A Preferred Shares without cost to the
holder thereof.
(iv) The deposit of funds with a bank or trust corporation for the
purpose of redeeming Series A Preferred Shares shall be irrevocable except
that:
(A) the Trust shall be entitled to receive from such bank or
trust corporation the interest or other earnings, if any, earned on
any money so deposited in trust, and the holders of any shares
redeemed shall have no claim to such interest or other earnings; and
(B) any balance of monies so deposited by the Trust and
unclaimed by the holders of the Series A Preferred Shares entitled
thereto at the expiration of two years from the applicable redemption
dates shall be repaid, together with any interest or other earnings
thereon, to the Trust, and after any such repayment, the holders of
the shares entitled to the funds so repaid to the Trust shall look
only to the Trust for payment without interest or other earnings.
(e) Any Series A Preferred Shares that shall at any time have been
redeemed shall, after such redemption, have the status of authorized but
unissued Preferred Shares, without designation as to series until such shares
are thereafter classified and designated as part of a particular series by the
Board of Trustees.
(6) VOTING RIGHTS.
(a) Holders of the Series A Preferred Shares will not have any voting
rights, except as set forth below.
(b) Whenever dividends on any Series A Preferred Shares shall be in
arrears for six or more quarterly periods (a "Series A Preferred Dividend
Default"), the number of trustees of the Trust will increase by two and the
holders of such Series A Preferred Shares (voting separately as a class with
the holders of all other series of Preferred Shares ranking on a parity with
the Series A Preferred Shares as to dividends or upon liquidation ("Series A
Parity Preferred") upon which like voting rights have been conferred and are
exercisable) will be entitled to vote for the election of a total of two
trustees of the Trust (the "Series A Preferred Trustees") at a special
meeting
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called by the holders of record of at least 20% of the Series A Preferred
Shares or the holders of any other series of Series A Parity Preferred so in
arrears (unless such request is received less than 90 days before the date
fixed for the next annual or special meeting of shareholders) or at the next
annual meeting of shareholders, and at each subsequent annual meeting until
all dividends accumulated on such Series A Preferred Shares for the past
dividend periods and the dividend for the then current dividend period shall
have been fully paid or declared and a sum sufficient for the payment thereof
set aside for payment.
(c) If and when all accumulated dividends and the dividend for the then
current dividend period on the Series A Preferred Shares shall have been paid
in full or set aside for payment in full, the holders of Series A Preferred
Shares shall be divested of the voting rights set forth in Section 6(b)
hereof (subject to revesting in the event of each and every Series A
Preferred Dividend Default) and, if all accumulated dividends and the
dividend for the current dividend period have been paid in full or set aside
for payment in full on all other series of Series A Parity Preferred upon
which like voting rights have been conferred and are exercisable, the term of
office of each Series A Preferred Trustee so elected shall terminate and the
number of trustees of the Trust will decrease by two. Any Series A Preferred
Trustee may be removed at any time with or without cause by the vote of, and
shall not be removed otherwise than by the vote of, the holders of record of
a majority of the outstanding Series A Preferred Shares when they have the
voting rights set forth in Section 6(b) (voting separately as a class with
all other series of Series A Parity Preferred upon which like voting rights
have been conferred and are exercisable). So long as a Series A Preferred
Dividend Default shall continue, any vacancy in the office of a Series A
Preferred Trustee may be filled by written consent of the Series A Preferred
Trustee remaining in office, or if none remains in office, by a vote of the
holders of record of a majority of the outstanding Series A Preferred Shares
when they have the voting rights set forth in Section 6(b) hereof (voting
separately as a class with all other series of Series A Parity Preferred upon
which like voting rights have been conferred and are exercisable). The
Series A Preferred Trustees shall each be entitled to one vote per trustee on
any matter.
(d) So long as any Series A Preferred Shares remain outstanding, the
Trust shall not, without the affirmative vote of the holders of at least
two-thirds of the Series A Preferred Shares outstanding at the time, given in
person or by proxy, either in writing or at a meeting (voting separately as a
class), (i) authorize or create, or increase the authorized or issued amount
of, any class or series of Shares ranking senior to the Series A Preferred
Shares with respect to payment of dividends or the distribution of assets
upon liquidation, dissolution or winding up or reclassify any authorized
Shares of the Trust into any such shares, or create, authorize or issue any
obligation or security convertible into or evidencing the right to purchase
any such shares or (ii) amend, alter or repeal the provisions of the
Declaration, whether by merger, consolidation or otherwise, so as to
materially and adversely affect any right, preference, privilege or voting
power of the Series A Preferred Shares; provided, however, that with respect
to the occurrence of any event set forth in (ii) above, so long as the Series
A Preferred Shares remain outstanding with the terms thereof materially
unchanged or, if the Trust is not the surviving entity in such transaction,
is exchanged for a security of the surviving entity with terms that are
materially the same as the terms of the Series A Preferred Shares, the
occurrence of any such event shall not be deemed to materially and adversely
affect such rights, preferences, privileges or voting powers of the Series A
Preferred Shares; and, provided, further, that any increase in the amount of
the authorized Preferred Shares or the creation or issuance of any other
series of Preferred Shares, or any increase in the amount of authorized
shares of such series, in each case ranking on a parity
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with or junior to the Series A Preferred Shares with respect to payment of
dividends or the distribution of assets upon liquidation, dissolution or
winding up, shall not be deemed to materially and adversely affect such
rights, preferences, privileges or voting powers.
(e) The foregoing voting provisions will not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding Series A Preferred Shares shall have been
redeemed or called for redemption upon proper notice and sufficient funds shall
have been deposited in trust to effect such redemption.
(f) Except as otherwise provided in the Declaration, the holders of Common
Shares shall not be entitled to vote on any matter submitted to a vote of the
holders of Series A Preferred Shares pursuant to Section 6 hereof.
(7) CONVERSION. The Series A Preferred Shares are not convertible into or
exchangeable for any other property or securities of the Trust.
THIRD: These Articles Supplementary shall be effective at the time the State
Department of Assessments and Taxation of the State of Maryland accepts these
Articles Supplementary for record.
FOURTH: The Series A Preferred Shares have been classified and designated by the
Board of Trustees under the authority contained in the Declaration.
FIFTH: These Articles Supplementary have been approved by the Board of Trustees
in the manner and by the vote required by law.
SIXTH: The undersigned Senior Vice President, Chief Financial Officer and
Treasurer of the Trust acknowledges these Articles Supplementary to be the trust
act of the Trust and, as to all matters or facts required to be verified under
oath, the undersigned Senior Vice President, Chief Financial Officer and
Treasurer acknowledges that, to the best of his knowledge, information and
belief, these matters and facts are true in all material respects and that this
statement is made under the penalties for perjury.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, GREAT LAKES REIT has caused these Articles
Supplementary to be signed in its name and on its behalf by its Senior Vice
President, Chief Financial Officer and Treasurer and witnessed by its Secretary
on December __, 1998.
WITNESS: GREAT LAKES REIT
By: (Seal)
- ----------------------------- --------------------------
Richard L. Rasley, Secretary Name: James Hicks
Title: Senior Vice President, Chief
Financial Officer and Treasurer
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Exhibit 4
[Specimen of 9-3/4% Series A Cumulative Redeemable
Preferred Shares of Beneficial Interest Certificate]
9-3/4% Series A 9-3/4% Series A
Cumulative Redeemable Cumulative Redeemable
Preferred Shares of Preferred Shares of
Beneficial Interest Beneficial Interest
$.01 Par Value $.01 Par Value
Shares
------
Formed Under the Laws of See Reverse for Important Notice on Transfer
the State of Maryland Restrictions and Other Information
Cusip 390752 20 2
This Certificate is transferable in the Cities of Englewood, CO or New York, NY
GREAT LAKES REIT
This certifies that _______________________________ is the record holder of
fully paid and nonassessable 9-3/4% Series A Cumulative Redeemable Preferred
Shares of Beneficial Interest, $.01 par value per share ("Series A Preferred
Shares"), of Great Lakes REIT, a real estate investment trust formed under the
laws of the State of Maryland (the "Company"), transferable on the books of the
Company by the holder hereof in person or by its duly authorized attorney, upon
surrender of this Certificate properly endorsed. This Certificate and the
shares represented hereby are issued and shall be held subject to all of the
provisions of the Declaration of Trust of the Company, as amended (the
"Declaration of Trust"), and the Bylaws of the Company and any amendments
thereto. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.
In Witness Whereof, the Company has caused this Certificate to be executed
on its behalf by its duly authorized officers.
Dated:
Great Lakes REIT
Trust Seal
Maryland
Countersigned and Registered: /s/ Richard A. May
Gemisys Transfer Agents Chairman of the Board
(Englewood, CO)
Transfer Agent and Registrar /s/ Richard L. Rasley
Secretary
By
Authorized Signature
<PAGE>
[Reverse of Certificate]
IMPORTANT NOTICE
THE COMPANY IS AUTHORIZED TO ISSUE SHARES OF BENEFICIAL INTEREST ("SHARES")
OF MORE THAN ONE CLASS, CONSISTING OF COMMON SHARES AND ONE OR MORE CLASSES OF
PREFERRED SHARES. THE BOARD OF TRUSTEES IS AUTHORIZED TO DETERMINE THE
PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED
SHARES BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED SHARES. THE
COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY SHAREHOLDER MAKING A WRITTEN
REQUEST THEREFOR, A COPY OF THE COMPANY'S DECLARATION OF TRUST AND A WRITTEN
STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER
RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER
DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE
SHARES OF EACH CLASS WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE AND, IF THE
COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (i) THE
DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH
SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF TRUSTEES TO SET
SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN
STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL
OFFICE.
THE SERIES A PREFERRED SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT
TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE
PURPOSE OF THE COMPANY'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE
INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THESE
RESTRICTIONS ARE SET FORTH IN THE DECLARATION OF TRUST AND BYLAWS OF THE
COMPANY, COPIES OF WHICH WILL BE FURNISHED TO EACH SHAREHOLDER ON REQUEST AND
WITHOUT CHARGE. REQUESTS FOR SUCH COPIES MAY BE DIRECTED TO THE SECRETARY OF
THE COMPANY AT ITS PRINCIPAL OFFICE.
The following abbreviations when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - ____________ Custodian _____________
(Cust) (Minor)
under Uniform Gifts to Minors Act _________________
(State)
UNIF TRF MIN ACT - ____________ Custodian (until age ________)
(Cust)
__________________ under Uniform Transfers to Minors Act _________________
(Minor) (State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ____________ hereby sell, assign and transfer unto
________(Please insert Social Security or Other Identifying Number of Assignee)
_____________________________________________________________________________
(Please print or typewrite name and address, including zip code, of Assignee)
Series A Preferred Shares represented by the within Certificate, and do
hereby irrevocably constitute and appoint ___________________________________
Attorney to transfer the said shares on the books of the within-named
Company, with full power of substitution in the premises.
Dated _______________
x __________________________________
(Signature)
x __________________________________
(Signature)
NOTICE: The signature(s) to this Assignment must correspond with the name(s) as
written upon the face of the Certificate in every particular, without alteration
or enlargement or any change whatsoever.
Signature(s) Guaranteed:
By _______________________
The Signature(s) should be guaranteed by an eligible guarantor institution
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with
membership in an approved signature guarantee Medallion Program), pursuant to
SEC Rule 17Ad-15.
