Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
KRAMONT REALTY TRUST
(Exact name of issuer as specified in its charter)
Maryland 256703702
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Plymouth Plaza
580 West Germantown Plaza
Plymouth Meeting, Pennsylvania 19462
(Address of Principal Executive Offices) (Zip Code)
Kramont Realty Trust 2000 Incentive Plan
Kramont Realty Trust Executive Stock Option Plan
Drexel Realty, Inc. 1997 Stock Option 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 and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed
Each Maximum Proposed
Class of Offering Maximum Amount
Securities Amount Price Aggregate of
to be to be Per Offering Registration
Registered Registered Share(2) Price(2) Fee
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Common Shares
of Beneficial
Interest,
par value
$.01
per share
Kramont 1,000,000 10.15625 10,156,250.00 $2,681.25
Realty Trust
2000 Incentive
Plan
Kramont 150,000 10.15625 1,523,437.50 $ 402.19
Realty Trust
Executive
Stock Option
Plan
Drexel Realty, 95,000 10.15625 964,843.75 $ 254.72
Inc. 1997
Stock Option
Plan
(1) The maximum number of common shares of Kramont Realty Trust as to which
options may be granted under the plans referred to above.
(2) Estimated solely for purposes of calculating the registration fee.
Pursuant to Rules 457(c) and (h), the Proposed Maximum Offering Price
Per Share and the Proposed Maximum Aggregate Offering Price are computed
on the basis of the average of the high and low prices for the common
shares of beneficial interest of Kramont Realty Trust on June 19, 2000,
as reported on the New York Stock Exchange Composite Tape.
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
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 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. The 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
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.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP
(incorporated by reference to Exhibit 5.1).
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 paragraphs (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
Exchange Act 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, 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
---- -----
/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)
