REGISTRATION NO. 333-34482
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KRAMONT REALTY TRUST
(Exact name of registrant as specified in its charter)
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Maryland 256703702
(State or other (I.R.S. employer
jurisdiction of identification no.)
incorporation
or organization)
Plymouth Plaza
580 West Germantown Pike
Plymouth Meeting, Pennsylvania 19462
(Address of principal executive offices)
CV Reit, Inc. Non-Employee Director 1998 Stock Option Plan
Kranzco Realty Trust 1992 Employee Share Option Plan
Kranzco Realty Trust 1992 Trustee Share Option Plan
Kranzco Realty Trust 1995 Incentive Plan
(Full Title of the Plans)
Louis P. Meshon, Sr.
President and Chief Executive Officer
Plymouth Plaza
580 West Germantown Pike
Plymouth Meeting, Pennsylvania 19462
(610) 825-7100
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
This Post-Effective Amendment No. 1 covers 1,078,750 common shares of
beneficial interest, par value $.01 per share, of the Registrant, originally
registered on a Registration Statement on Form S-4 to which this is an
amendment. The registration fees in respect of such common shares (totaling
$2,399.49) were paid in connection with the original filing of the
Registration Statement on Form S-4 relating to such common shares.
INTRODUCTORY STATEMENT
Kramont Realty Trust (the "Registrant") hereby amends its Registration
Statement on Form S-4 (No. 333-34482), effective April 12, 2000 (the "S-4
Registration Statement"), by filing this Post-Effective Amendment on Form S-8
relating to its common shares, par value $.01 per share (the "Kramont Common
Shares" or "Registrant Common Shares"), issuable upon exercise of options
("Options") granted under the CV Reit, Inc. Non-Employee Director 1998 Stock
Option Plan, the Kranzco Realty Trust 1992 Employee Share Option Plan, the
Kranzco Realty Trust 1992 Trustee Share Option Plan and the Kranzco Realty
Trust 1995 Incentive Plan (collectively, the "Option Plans").
On June 16, 2000, pursuant to an Agreement and Plan of Reorganization
and Merger, dated as of December 10, 1999, as amended (the "Merger
Agreement"), among Kranzco Realty Trust, a Maryland real estate investment
trust ("Kranzco"), KRT Trust, a Maryland real estate investment trust and a
wholly owned subsidiary of Kranzco ("KRT Trust"), CV Reit, Inc., a Delaware
corporation ("CV"), and the Registrant, among other things: (i) Kranzco
merged with and into KRT Trust II LLC, a Delaware limited liability company
and a wholly owned subsidiary of KRT Trust ("KRT Trust II"), and in
connection with such merger, each shareholder of Kranzco received such number
of common and preferred shares in KRT Trust as is equal to the number of
common and/or preferred shares held by such shareholder in Kranzco, (ii) KRT
Trust II merged with and into KRT Operating Partnership, L.P., a Delaware
limited partnership of which the Registrant is the sole general partner ("KRT
Partnership," whose name changed to Kramont Operating Partnership, L.P. upon
consummation of the Mergers (as defined herein)) (the transactions
described in clauses (i) and (ii) are referred to herein as the "Kranzco
Reorganization"), (iii) Montgomery CV Realty Trust, a Delaware business trust
and a wholly owned subsidiary of CV merged with and into CV and (iv) CV and
KRT Trust merged into Kramont (the transactions described in clause (iv), the
"Merger").
Upon consummation of the Merger, each outstanding common share of
beneficial interest of KRT Trust, par value $.01 per share ("KRT Trust Common
Shares") (the shares of which were held by former Kranzco shareholders) and
each outstanding share of common stock of CV, par value $.01 per share ("CV
Common Stock"), automatically converted into a Kramont Common Share.
Prior to the Mergers, Options were exercisable to purchase CV Common
Stock that was registered by CV under a Registration Statement on Form S-8,
Registration No. 333-62339 and Options were exercisable to purchase common
shares of beneficial interest of Kranzco, par value $.01 per share, that were
registered by Kranzco under Registration Statements on Form S-8, Registration
Nos. 33-94294 and 33-56990.
As a result of the Mergers, (i) each Option to purchase CV Common Stock
outstanding immediately prior to the effective time of the Merger became an
Option to acquire (on the same terms and conditions as were applicable under
such Option to purchase CV Common Stock) an equal amount of Kramont Common
Shares and (ii) each Option to purchase KRT Trust Common Shares outstanding
immediately prior to the effective time of the Merger (and immediately after
the Kranzco Reorganization) became an Option to acquire (on the same terms
and conditions as were applicable under such option to purchase KRT Trust
Common Shares) an equal amount of KRT Trust Common Shares. Upon exercise of
the Options, holders are entitled to receive Kramont Common Shares. This
Post-Effective Amendment relates only to the Kramont Common Shares issuable
upon exercise of the Options under the Option Plans.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (File No. 001-15923), by
Kranzco (File No. 1-11478) or by CV (File No. 1-8073) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or as
otherwise indicated, are hereby incorporated by reference in this
Post-Effective Amendment No. 1 to the S-4 Registration Statement:
1. Kranzco's Annual Report on Form 10-K for the year ended
December 31, 1999 (the "Kranzco 1999 10-K);
2. CV's Annual Report on Form 10-K for the year ended December
31, 1999 (the "CV 1999 10-K);
3. Kranzco's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
4. CV's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000;
5. The Registrant's Registration Statement on Form S-4, as filed
with the Commission on April 10, 2000 pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), including the description of the
Registrant's Common Shares contained therein.
All documents and reports subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the
date of this post-effective amendment to the S-4 Registration Statement and
prior to the filing of a post-effective amendment to this Registration
statement which indicates that all such securities offered hereby have been
sold, or which deregisters all such securities remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents or reports. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein and to be a part hereof shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers
Under Maryland law, a real estate investment trust formed in
Maryland is permitted to limit, by provision in its declaration of trust, the
liability of its trustees and officers to the trust and its shareholders for
money damages except for (i) actual receipt of an improper benefit or profit
in money, property or services or (ii) acts or omissions involving active and
deliberate dishonesty established by a final judgment and which are material
to the cause of action. Registrant's Declaration of Trust contains such a
provision which eliminates such liability to the maximum extent permitted by
Maryland law.
Registrant's Bylaws require it, to the maximum extent permitted by
Maryland law in effect from time to time, to indemnify (i) any present or
former trustee or officer (including among the foregoing any individual who,
while a trustee or officer and at the express request of the Registrant,
serves or has served another corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director, officer,
shareholder, partner or trustee of such corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise) who has been
successful, on the merits or otherwise, in the defense of a proceeding to
which he was made a party by reason of his service in such capacity, against
reasonable expenses incurred by him in connection with the proceeding and
(ii) any present or former trustee or officer against any claim or liability
to which he may become subject by reason of service in that capacity unless
it is established that (a) his act or omission was material to the matter
giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty, (b) he actually received an
improper personal benefit in money, property or services or (c) in the case
of a criminal proceeding, he had reasonable cause to believe that his act or
omission was unlawful. In addition, Registrant's Bylaws require it to pay or
reimburse, in advance of final disposition of a proceeding, reasonable
expenses incurred by a present or former trustee or officer made a party to a
proceeding by reason of his status as a trustee or officer provided that the
Registrant shall have received (i) a written affirmation by the trustee or
officer of his good faith belief that he has met the standard of conduct
necessary for indemnification by the Registrant as authorized by the Bylaws
and (ii) a written undertaking by him or on his behalf to repay the amount
paid or reimbursed by the Registrant if it shall ultimately be determined
that the applicable standard of conduct was not met. Registrant's Bylaws
also (i) permit the Registrant to provide indemnification and payment or
reimbursement of expenses to a present or former trustee or officer who
served a predecessor of the Registrant in such capacity and to any employee
or agent of the Registrant or a predecessor of the Registrant, (ii) provide
that any indemnification or payment or reimbursement of the expenses
permitted by the Bylaws shall be furnished in accordance with the procedures
provided for indemnification and payment or reimbursement of expenses under
Section 2-418 of the MGCL for directors of Maryland corporations and (iii)
permit the Registrant to provide to the trustees and officers such other and
further indemnification or payment or reimbursement of expenses as may be
permitted by the MGCL for directors of Maryland corporations. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to trustees and officers of the Registrant pursuant to the
foregoing provisions or otherwise, the Registrant has been advised that,
although the validity and scope of the governing statute has not been tested
in court, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In addition, indemnification may be limited by state
securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
Exhibit No. Description
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4.1 Articles of Amendment and Restatement of Kramont Realty
Trust (incorporated by reference to Exhibit 3.2 to
Registrant's Registration Statement on Form S-4, filed
with the Commission on April 10, 2000 (File No.
333-34482)).
4.2 Amended and Restated Bylaws of Kramont Realty Trust
(incorporated by reference to Exhibit 3.4 to Registrant's
Registration Statement on Form S-4, filed with the
Commission on April 10, 2000 (File No. 333-34482)).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
regarding legality of issued shares (incorporated by
reference to Exhibit 5.1 to Registrant's Registration
Statement on Form S-4, filed with the Commission on April
10, 2000 (File No. 333-34482)).
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP
(incorporated by reference to Exhibit 5.1 to Registrant's
Registration Statement on Form S-4, filed with the
Commission on April 10, 2000 (File No. 333-34482)).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of BDO Seidman, LLP.
Item 9. The undersigned registrant hereby undertakes:
(1) 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;
(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 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
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% 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 paragraph's (a)(1)(i) and (a)(1)(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 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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) 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.
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act 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 and will
be governed by the final adjudication of such issue.
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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Plymouth Meeting, State of
Pennsylvania, on this 20th day of June, 2000.
KRAMONT REALTY TRUST
By:/s/Louis P. Meshon, Sr.
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Louis P. Meshon, Sr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons on June 20, 2000 in the
capacities and on the dates indicated.
Name Title
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/s/Louis P. Meshon, Sr. President, Chief Executive
--------------------------- Officer and Trustee
Louis P. Meshon, Sr. (Principal Executive Officer)
/s/Norman M. Kranzdorf Chairman of the Board of Trustees
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Norman M. Kranzdorf
/s/E. Donald Shapiro Trustee
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E. Donald Shapiro
Trustee
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H. Irwin Levy
Trustee
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Bernard J. Korman
Trustee
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Alan L. Shulman
/s/Milton S. Schneider Trustee
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Milton S. Schneider
/s/Etta Strehle Financial Vice President
--------------------------- and Treasurer
Etta Strehle (Principal Financial and Accounting
Officer)
