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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
IRT PROPERTY COMPANY
(Exact Name of Registrant as Specified in Its Charter)
GEORGIA 58-1366611
(State of incorporation or organization) (I.R.S. Employer Identification No.)
200 GALLERIA PARKWAY, SUITE 1400
ATLANTA, GEORGIA 30339
(Address and Zip Code of Principal Executive Offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
upon filing pursuant to General upon filing pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [X] following box. [ ]
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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COMMON STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Board of Directors of IRT Property Company (the "Corporation") has
declared a distribution of one common stock purchase right (a "Right") for each
outstanding share of $1.00 par value common stock (the "Common Shares"), of the
Corporation. The distribution is payable on August 31, 1998 to the shareholders
of record at the close of business August 26, 1998 (the "Record Date"). The
description and terms of the Rights are set forth in the Shareholder Protection
Rights Agreement, as the same may be amended from time to time (the "Rights
Agreement"), dated as of August 21, 1998 between the Corporation and SunTrust
Bank, Atlanta, as Rights Agent (the "Rights Agent").
Until the date on which certain events take place (the "Separation
Time"), the Rights will be evidenced by the Common Share certificates and a
Summary of Rights mailed to each holder of record on the Record Date. The term
"Separation Time" means the close of business on the earlier of (a) the "Flip-in
Date," which is defined as the tenth business day (or such earlier or later date
as may be determined by the Board of Directors of the Corporation) following a
public announcement by the Corporation that a person or group of affiliated or
associated persons has acquired beneficial ownership of 15% or more of the
outstanding Common Shares (collectively, an "Acquiring Person") or (b) the tenth
business day (or such later date as may be determined by the Board of Directors
of the Corporation) after the date on which any person or group of affiliated or
associated persons commences a tender or exchange offer, the consummation of
which would result in the beneficial ownership by such Person of 15% or more of
such outstanding Common Shares.
The Rights Agreement provides that until the Separation Time, the
Rights will be transferable only with the Common Shares. Until the Separation
Time (or the earlier termination or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Separation Time (or the earlier termination or expiration
of the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the Separation
Time, separate certificates evidencing the Rights (the "Rights Certificates")
will be mailed to holders of record of the Common Shares as of the close of
business on the Separation Time, and such separate Rights Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Separation Time. After the
Separation Time and prior to the Expiration Time, each Right (unless previously
redeemed) will entitle the holder to purchase one Common Share at an exercise
price of $40.00 (the "Exercise Price"), subject to adjustment as provided in the
Rights Agreement. The Rights will expire on the Expiration Time, unless the
Expiration Time is extended, or the Rights are earlier redeemed by the
Corporation. The term "Expiration Time" is defined in the Rights Agreement and
generally means August 31, 2008, unless the Rights are sooner exchanged or
redeemed.
The Exercise Price payable, and the number of outstanding Rights and
the number of Common Shares issuable upon exercise of each Right, are subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions.
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Separation Time.
If prior to the Separation Time, the Corporation distributes securities
or assets in exchange for Common Shares (other than regular cash dividends or a
dividend paid solely in Common Shares) whether
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by dividend, reclassification or otherwise, the Corporation shall make such
adjustments, if any, in the Exercise Price, number of Rights and otherwise as
the Board of Directors deems appropriate.
At a Flip-in Date, Rights owned by the Acquiring Person or any
affiliate or associate thereof or any transferee thereof will automatically
become void and, subject to the Exchange Option summarized below, each other
Right will automatically become a right to buy, for the Exercise Price, that
number of Common Shares, or at the Board's discretion, cash, debt or other
securities having a market value of twice the Exercise Price. If any person or
group acquires beneficial ownership of 15% or more of the outstanding Common
Shares without any intent to acquire or affect control of the Corporation, that
acquisition will not result in a Flip-in Date if such acquiror immediately
enters into an irrevocable commitment to promptly divest, and thereafter
promptly divests sufficient Common Shares so that such 15% or greater beneficial
ownership ceases. After a Flip-in Date occurs, the Corporation may not
consolidate or merge with or sell 50% or more of its assets or earning power to
any person if the Corporation's Board of Directors is controlled by the
Acquiring Person, unless proper provision is made so that each Right would
thereafter become a right to buy, for the Exercise Price, that number of shares
of common stock of such other person having a market value of twice the Exercise
Price.
At any time after a Flip-in Date and prior to the time a person or
group of persons become the beneficial owner of more than 50% of the outstanding
Common Shares, the Board of Directors of the Corporation may elect to exchange
all of the outstanding Rights (other than Rights owned by such person or group
which have become void) for Common Shares at an exchange ratio (subject to
adjustment) of one Common Share per Right (the "Exchange Option").
At any time prior to a Flip-in Date, the Board of Directors of the
Corporation may redeem the Rights for $.001 per Right. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate.
The Corporation and the Rights Agent may amend the Rights Agreement in
any respect prior to the occurrence of a Flip-in Date. Thereafter, the
Corporation and the Rights Agent may amend the Rights Agreement in any respect
which shall not materially adversely affect the interests of holders of Rights
generally or to cure an ambiguity or to correct or supplement any provision
which may be inconsistent with any other provision or otherwise defective.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Corporation, including, without limitation, the
right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to the Company's Current Report on Form 8-K
dated August 21, 1998, and is incorporated herein by reference. The foregoing
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
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ITEM 2. EXHIBITS.
1. Shareholder Protection Rights Agreement, dated as of August
21, 1998, between IRT Property Company and SunTrust Bank (which includes as
Exhibit A thereto the Form of Right Certificate), incorporated herein by
reference to Exhibit 99.1 of IRT Property Company's Form 8-K dated August 21,
1998.
2. Press release dated August 21, 1998, incorporated herein by
reference to Exhibit 99.2 of IRT Property Company's Form 8-K dated August 21,
1998.
SIGNATURES
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.
IRT PROPERTY COMPANY
Date: August 21, 1998 By: /s/ Mary M. Thomas
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Mary M. Thomas
Executive Vice President and Chief
Financial Officer
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