<PAGE> 1
================================================================================
As filed with the Securities and Exchange Commission on June 1, 1995
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
(Exact name of registrant as specified in its charter)
PENNSYLVANIA
(State or other jurisdiction of incorporation or organization)
23-6216339
(I.R.S. Employer Identification Number)
455 Pennsylvania Avenue, Suite 135
Fort Washington, Pennsylvania 19034
(Address of principal executive offices)
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
OPTION PLAN FOR NON-EMPLOYEE TRUSTEES
(Full Title of the Plan)
Sylvan M. Cohen, Chairman, Chief Executive Officer and Trustee
455 Pennsylvania Avenue, Suite 135
Fort Washington, Pennsylvania 19034
(Name and address of agent for service)
(215) 542-9250
(Telephone number, including area code, of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Title of each class Amount to be Proposed maximum Proposed Amount of
of securities to be registered offering price per maximum registration
registered share aggregate offering fee
price
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Incentive Stock Options; (1) (2) (2) $ 0
each option to purchase
not less than one share
of Beneficial Interest
- -------------------------------------------------------------------------------------------------------------------------
Shares of Beneficial 100,000 (2) $(2) $773.19
Interest, par value $1.00
=========================================================================================================================
</TABLE>
(1) There are outstanding options to purchase 35,250 (options to purchase 750
shares have been exercised by an optionee, who presently holds the shares)
shares of Beneficial Interest. The amount being registered represents the
maximum number of shares of Beneficial Interest issuable upon exercise of
options granted or to be granted under the Registrant's Option Plan for
Non-Employee Trustees.
(2) Computed pursuant to Rule 457(h)(1) promulgated under the Securities Act of
1933. Solely for the purpose of determining the Registration Fee, (i) a
price equal to $22.0625, the average of the high and low prices of the
Registrant's Shares of Beneficial Interest on May 25, 1995 ("Market
Price"), as reported on the American Stock Exchange, was assigned to (a)
24,000 shares issuable upon exercise of outstanding options granted which
have an exercise price less than the Market Price and (b) 64,000 shares
issuable upon exercise of options available for grant under the Plan, (ii)
a price equal to $25.375, the per share exercise price of outstanding
options granted to purchase 6,000 shares issuable upon exercise of options
granted was assigned to such shares, which price is higher than the Market
Price and (iii) a price equal to $24.75, the per share exercise price of
outstanding options granted to purchase 6,000 shares issuable upon exercise
of options granted was assigned to such shares, which price is higher than
the Market Price.
================================================================================
<PAGE> 2
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
OPTION PLAN FOR NON-EMPLOYEE TRUSTEES
---------------------------
PART I
Item 1. PLAN INFORMATION
An aggregate of One Hundred Thousand (100,000) shares of beneficial
interest of the Registrant ("Shares"), par value $1.00 per share, are authorized
and reserved for issuance upon the exercise of options that may be granted under
the 1990 Stock Option Plan for Non-Employee Trustees (the "Plan") attached
hereto as Exhibit 4 and made a part hereof. Options to purchase 1,000 Shares (or
an adjustment of this number if required under the Plan, as is explained below)
are granted automatically once a year (see Section 7(i) of the Plan) to each
trustee who is not an employee of the Registrant or of any affiliate of the
Registrant. Thirty-six thousand (36,000) options have been granted under the
Plan. The period during which option grants are made will terminate on the day
following the 1997 Annual Meeting of Shareholders, unless the Plan is extended
or terminated at an earlier date by the Shareholders of the Registrant. The
purpose of the Plan is to increase the ownership interest in the Registrant of
non-employee trustees and to provide them with an incentive to continue to serve
as trustees.
The Plan is administered by a Committee consisting of trustees not
eligible to participate in the Plan. The Committee is authorized to interpret
the Plan, to establish, amend and rescind any rules and regulations relating to
the Plan, and to make all other determinations necessary or advisable for the
administration of the Plan. The Committee has no discretion with respect to the
eligibility or selection of trustees to receive options under the Plan or with
respect to the purchase price or number of Shares subject to options under the
Plan.
The purchase price of the Shares upon exercise of an option is the
"fair market" value of Shares of Registrant on the date of grant, which is
defined in Section 7 of the Plan, inter alia, as the closing price of Shares on
a national securities exchange on such date. Each option becomes exercisable and
matures in four equal installments, commencing on the first anniversary of the
date of grant and annually thereafter. Options may be exercised only upon
payment to the Registrant in full, in cash or by check, of the purchase price of
the Shares to be delivered. Each option granted under the Plan expires ten years
from the date of grant. Options granted under the Plan are subject to earlier
termination upon termination of service on the Board of the Registrant,
permanent disability or death, all as more particularly set forth in Section 7
of the Plan, incorporated herein by reference. Each option and all attendant
rights are neither assignable nor transferable, except by will or the laws of
descent and distribution.
There are no restrictions other than those imposed by the Securities
Act of 1933 on resale of Shares purchased through the exercise of options
granted pursuant to the Plan.
The Plan provides for adjustments to compensate for certain changes in
the Shares of the Registrant, as is set forth in Section 8 of the Plan. The Plan
is not subject to any provisions of the Employment Income Security Act of 1974
("ERISA"). Additional information about the Plan may be obtained from the
Registrant at the address and telephone number provided on the first page of
this Registration Statement.
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<PAGE> 3
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents incorporated by reference in Item 3 of Part II of this
Registration Statement are available without charge, upon written or oral
request to the address and telephone number provided on the first page of this
Registration Statement.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below are hereby incorporated
by reference in this Registration Statement on Form S-8; and all documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference in this Registration Statement
on Form S-8, and shall be a part hereof from the date of the filing of such
documents.
(a) The Registrant's annual report on Form 10-K for the fiscal
year ended August 31, 1994.
(b) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since August 31,
1994.
(c) The description of the Registrant's Certificates of Beneficial
Interest (the "Shares") contained in Registration Statements
filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
Item 4. DESCRIPTION OF SECURITIES
Each Share has equal dividend and liquidation rights. The limited
voting rights of the Shareholders are as follows: each Share has one
non-cumulative vote operative only on questions of (1) increasing the liability
of Shareholders, which requires the consent of the holders of two-thirds of the
outstanding Shares, and (2) electing successors or additions to the present
Trustees. The Shares are fully paid and not subject to further calls or
assessment by the Trust. The Trust Agreement provides that Shareholders will not
be liable for assessment by the Trust and that the Trustees will have no general
power to bind them personally. The Shares are not convertible or subject to
redemption, and Shareholders have no pre-emptive or other rights to subscribe to
additional Shares. The Shares are transferable on the books of the Trust upon
surrender endorsed in the same manner as corporate stock. The transfer agent for
the Shares is The American Stock Transfer & Trust Company, New York, NY. The
Shares are listed on the American Stock Exchange.
3
<PAGE> 4
The Trust may be terminated and the rights of the Shareholders may be
modified by an amendment to the Trust Agreement approved by a vote of two-thirds
(but not less than four) of the Trustees. However, no amendment is effective to
increase the liability of Shareholders without the consent of the holders of
two-thirds of the outstanding Shares, and in no event can there be an amendment
requiring additional contributions from or assessments against the Shareholders.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities being offered hereby is being passed
upon by Cohen, Shapiro, Polisher, Shiekman and Cohen, 12 South 12th Street, PSFS
Building, Philadelphia, PA 19107-3981, counsel to the Registrant. Sylvan M.
Cohen, Esquire, Chairman, Chief Executive Officer and a Trustee of the
Registrant, and Robert Freedman, a Trustee of the Registrant, are partners of
Cohen, Shapiro, Polisher, Shiekman and Cohen, and Messrs. Cohen, Freedman and
other attorneys of such firm own, beneficially or otherwise, Shares of the
Registrant. As of March 1, 1995, Mr. Cohen was the beneficial owner of
approximately 7.65% of the outstanding Shares. In addition, Mr. Cohen holds
options to purchase up to 91,250 Shares pursuant to the Registrant's Amended
Incentive and Non Qualified Stock Option Plan for Non-Employee Trustees. Mr.
Freedman holds options to purchase up to 6,000 shares pursuant to the
Registrant's Option Plan for Non-Employee Trustees.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Trust Agreement
A. Right to Indemnification of Trustees and Officers
Every trustee and officer of the Registrant is entitled
pursuant to the Trust Agreement to be indemnified by the Registrant
against reasonable fees and expenses of counsel, and any liability paid
or incurred by such person in connection with any actual or threatened
claim, action, suit or proceeding, civil, criminal, administrative,
investigative or other, whether brought by or in the right of the
Registrant or otherwise, in which he or she may be involved, as a party
or otherwise, by reason of such person's being or having been a trustee
or officer of the Registrant or by reason of the fact that such person
is or was serving in any capacity at the request of the Registrant as a
trustee, director, officer, employee, agent, partner, fiduciary or
other representative of another real estate investment trust,
corporation, partnership, joint venture, trust, employee benefit plan
or other entity. Covered liabilities include amounts of expenses,
liability, loss, judgments, excise taxes, fines and penalties and
amounts paid in settlement. However, there is no such right of
indemnification with respect to an action brought by a trustee or
officer against the Registrant (other than a suit for indemnification).
This indemnification includes the right to have expenses, incurred in
connection with an action, paid by the Registrant prior to final
4
<PAGE> 5
disposition of such action, subject to such conditions as may be
prescribed by law. The payment to a trustee or an officer of such
expenses in advance of the final disposition of an action is contingent
upon delivery to the Registrant of an undertaking by or on behalf of
such person, to repay all the amounts advanced, without interest, if it
is ultimately determined that such person is not entitled to be
indemnified under the Trust Agreement or otherwise. A person who is not
a trustee or officer of the Registrant may be similarly indemnified in
respect of service to the Registrant or to another such entity at the
request of the Registrant, to the extent the Board of Trustees
determines that he or she is entitled to indemnification under the
Trust Agreement. The Trust Agreement does not provide for
indemnification where the underlying conduct of an officer or director
constituted willful misconduct or recklessness.
B. Right of Claimant to Bring Suit
If a claim under the indemnification provisions of the Trust
Agreement is not paid in full by the Registrant within 60 days after a
written claim has been received by the Registrant, the claimant may
bring suit against the Registrant to recover the unpaid amount of the
claim, and, if successful in whole or in part, the claimant is also
entitled to be paid the expense of prosecuting such a claim. If the
conduct of the claimant was such that under law the Registrant would be
prohibited from indemnifying the claimant for the amount claimed, this
will constitute a defense, which the Registrant will have the burden of
proving.
C. Insurance and Funding for Payment of Expenses
The Registrant may purchase and maintain insurance, at its
expense, to protect itself and any person eligible to be indemnified
hereunder against any liability or expense incurred in connection with
any action, whether or not the Registrant would have the power to
provide indemnification of such liability or expense by law or under
the provisions of the Trust Agreement. The Registrant may create a
trust fund, grant a security interest, cause a letter of credit to be
issued or use other means to insure the payment of indemnification.
D. Non-Exclusivity of Rights
The limitation of the trustees' liability and the right to
indemnification and to the advancement of expenses provided in the
Trust Agreement are not exclusive of any other rights that any person
may have or hereafter acquire under any statute, provision of the Trust
Agreement, by-laws, other agreement, vote of shareholders or trustees
or otherwise.
5
<PAGE> 6
E. Extent of Rights
The provisions in the Trust Agreement relating to the
limitation of trustees' liability, and relating to indemnification and
to the advancement of expenses create contractual rights in favor of
each of the trustees, officers and other persons entitled to
indemnification, which may be modified as to any trustee, officer or
other person only with his or her written consent. These contractual
rights survive when such a person ceases to have the status pursuant to
which he or she was entitled or denominated as entitled to
indemnification under the Trust Agreement and enure to the benefit of
his or her heirs and legal representatives. These contractual rights
apply to actions, suits or proceedings commenced after the adoption of
the Trust Agreement, whether arising from acts or omissions occurring
before or after the adoption of the Trust Agreement.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
N/A
Item 8. EXHIBITS
4. Pennsylvania Real Estate Investment Trust Option Plan for
Non-Employee Trustees.
5. Opinion of Cohen, Shapiro, Polisher, Shiekman and Cohen as to
the legality of the securities being offered hereunder.
23.1 The consent of Cohen, Shapiro, Polisher, Shiekman and Cohen is
included in their opinion filed hereto as Exhibit 5 to the
Registration Statement.
23.2 Consent of Arthur Andersen LLP, independent public accountants.
Item 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement, 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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
6
<PAGE> 7
(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 purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.
(e) To deliver or cause to be delivered with the prospectus to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the Prospectus, to deliver or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.
(h) Indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise; however, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, 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 Act and will be governed by the final adjudication of
such issue.
7
<PAGE> 8
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 Fort Washington, Commonwealth of Pennsylvania, on this 25th day
of May, 1995.
PENNSYLVANIA REAL ESTATE
INVESTMENT TRUST
By: /s/ Sylvan M. Cohen
------------------------------------
Sylvan M. Cohen
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Capacity Date
---- --------- ----
<S> <C> <C>
/s/ Sylvan M. Cohen Chairman of the Board, May 25, 1995
- --------------------------- Chief Executive Officer,
Sylvan M. Cohen and Trustee
(Principal Executive Officer)
/s/ William R. Dimeling Trustee May 25, 1995
- ---------------------------
William R. Dimeling
/s/ Jack Farber Trustee May 25, 1995
- ---------------------------
Jack Farber
/s/ Robert Freedman Trustee May 25, 1995
- ---------------------------
Robert Freedman
/s/ Lee H. Javitch Trustee May 25, 1995
- ---------------------------
Lee H. Javitch
</TABLE>
(SIGNATURES CONTINUED ON NEXT PAGE)
8
<PAGE> 9
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Samuel J. Korman Trustee May 25, 1995
- ---------------------------
Samuel J. Korman
/s/ Jeffrey A. Linn Senior Vice President - May 25, 1995
- --------------------------- Acquisitions and Secretary
Jeffrey A. Linn
/s/ Dante J. Massimini Senior Vice President - May 25, 1995
- --------------------------- Finance and Treasurer
Dante J. Massimini (Principal Financial and
Accounting Officer)
/s/ Jeffrey P. Orleans Trustee May 25, 1995
- ---------------------------
Jeffrey P. Orleans
/s/ Robert G. Rogers Executive Vice President May 25, 1995
- --------------------------- and Trustee
Robert G. Rogers
/s/ Jonathan B. Weller President, Chief Operating May 25, 1995
- --------------------------- Officer and Trustee
Jonathan B. Weller
</TABLE>
9
<PAGE> 10
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
OPTION PLAN FOR NON-EMPLOYEE TRUSTEES
EXHIBITS
--------
10
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Name of Exhibit Page No.
- ----------- ---------------- --------
<S> <C> <C>
4. Pennsylvania Real Estate Investment Trust 4-1
Option Plan for Non-Employee Trustees.
5. Opinion of Cohen, Shapiro, Polisher, Shiekman and Cohen 5-1
as to the legality of the securities being offered hereunder.
23.1 The consent of Cohen, Shapiro, Polisher, Shiekman and N/A
Cohen is included in their opinion filed hereto as Exhibit
5 to the Registration Statement.
23.2 Consent of Arthur Andersen LLP, independent public 23.2-1
accountants.
</TABLE>
11
<PAGE> 12
EXHIBIT 4
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
1990 STOCK OPTION PLAN
FOR NON-EMPLOYEE TRUSTEES
1. Purpose. The purpose of this 1990 Stock Option Plan for Non-Employee
Trustees (the "Plan") of the Pennsylvania Real Estate Investment Trust (the
"Trust") is to increase the ownership interest in the Trust of Non-Employee
Trustees whose services are considered essential to the Trust's continued
progress and to provide a further incentive to serve as a Trustee of the Trust.
2. The Plan. The Plan shall consist of options to acquire Shares of
Beneficial interest, par value $1.00 per share, of the Trust (the "Shares").
3. Administration. The Plan shall be administered by a Committee consisting
of Trustees who are not eligible to participate in the Plan (the "Committee").
Subject to the provisions of the Plan, the Committee shall be authorized to
interpret the Plan, to establish, amend and rescind any rules and regulations
relating to the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan; providing, however, that the
Committee shall have no discretion with respect to the eligibility or selection
of Trustees to receive options under the Plan, the number of Shares subject to
any such options or the Plan, for the purchase price thereunder, and provided
further that the Committee shall not have the authority to take any action to
make any determination that would materially increase the benefits accruing to
participants under the Plan. The determination of the Committee in the
administration of the Plan, as described herein, shall be final and conclusive
and binding upon all persons including, without limitation, the Trust, its
shareholders and persons granted options under the Plan. The Secretary of the
Trust shall be authorized to implement the Plan in accordance with its terms and
to take such actions of a ministerial nature as shall be necessary to effectuate
the intent and purposes thereof. The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the Commonwealth of Pennsylvania.
4. Participation in the Plan. Trustees of the Trust who are not employees of
the Trust or any affiliate of the Trust shall be eligible to participate in the
Plan ("Eligible Trustees").
5. Shares Subject to the Plan. Subject to adjustment as provided in Section
8, an aggregate of One Hundred Thousand (100,000) Shares shall be available for
issuance upon the exercise of options granted under the Plan. The Shares
deliverable upon the exercise of an option may be made available from unissued
Shares not reserved for any other purpose or Shares reacquired by the Trust,
including Shares purchased in the open market or in private transactions. If any
option granted under the Plan shall expire or terminate for any reason without
having been exercised in full, the Shares subject to, but not delivered under,
such option may again become available for the grant of other options under the
Plan.
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<PAGE> 13
6. Non-Statutory Stock Options. All options granted under the Plan shall be
non-statutory options not intended to qualify under Section 422A of the
Internal Revenue Code of 1986, as amended.
7. Terms, Conditions and Form of Options. Each option granted under this
Plan shall be evidenced by a written agreement with the Trust, in such form as
the Committee shall from time to time approve, which agreements shall comply
with and be subject to the following terms and conditions:
(i) Option Grant Dates. Options to purchase 1,000 Shares (as
adjusted pursuant to Section 8) shall be granted automatically to each
Eligible Trustee on the last trading day of stock on the American Stock
Exchange or other national securities exchange upon which the shares are
traded or if the shares are not listed on a national securities exchange and
are traded over-the-counter the date of the last trade as reported by NASDAQ
or if not reported by NASDAQ the last trade which was reported as being made
in each January through 1997, except that the first grant shall be made on
the first such trading day immediately following approval of the Plan by the
shareholders at the 1990 Annual Meeting of Shareholders (the "1990 Grant").
(ii) Purchase Price. The purchase price of Shares upon
exercise of an option shall be 100% of the fair market value of the Shares
on the date of grant of an option; which shall be: (i) if the Shares are
listed on a national securities exchange, the closing price of the Shares on
such date; provided, however, if on such date the Shares were traded on more
than one national securities exchange, then the closing price on the
exchange on which the greatest volume of Shares were traded on such day;
(ii) if the Shares are not listed on a national securities exchange and are
traded over-the-counter, the last sale price of the Shares on such date as
reported by NASDAQ or, if not reported by NASDAQ, the average of the closing
bid and asked prices for the Shares on such date; and (iii) if the Shares
are neither listed on a national securities exchange nor traded in the
over-the-counter market, such value as the Committee shall in good faith
determine. If the Shares are listed on a national securities exchange or are
traded over-the-counter but are not traded on the date of grant, then the
price shall be determined by the Committee by applying the principles
contained in Proposed Treasury Regulation section 1.422A-2(e) and Treasury
Regulation section 20.2031-2 or successor provisions thereto. The fair
market value of the Shares shall be determined by, and in accordance with,
procedures to be established by the Committee, whose determination shall be
final.
(iii) Exercisability and Term of Options. Each option granted
under the Plan will become exercisable and mature in four equal
installments, commencing on the first anniversary of the date of grant and
annually thereafter except that for the 1990 Grant the first installment
shall mature and become exercisable on January 31, 1991, and each subsequent
installment of such grant shall mature and become exercisable on the last
day of each subsequent January. Each option granted under the Plan shall
expire ten years from the date of the grant, and shall be subject to earlier
termination as hereinafter provided.
4-2
<PAGE> 14
(iv) Termination of Service. In the event of the termination
of service on the Board by the holder of any option, other than by reason of
total and permanent disability or death as set forth in Paragraph (v)
hereof, the then outstanding options of such holder may be exercised only to
the extent that they were exercisable on the date of such termination and
shall expire three months after such termination, or on their stated
expiration date, whichever occurs first.
(v) Disability or Death. In the event of termination of
service by reason of the total and permanent disability of the holder of any
option, each of the then outstanding options of such holder will continue to
mature and become exercisable in accordance with Paragraph (iii) above, and
the holder may exercise the matured installments at any time within five
years after such disability, but in no event after the expiration date of
the term of the option. In the event of the death of the holder of any
option, each of the then outstanding options of such holder will immediately
mature in full and become exercisable by the holder's legal representative
at any time within a period of five years after death, but in no event after
the expiration date of the term of the option. However, if the holder dies
within five years following termination of service on the Board by reason of
total and permanent disability, such option shall only be exercisable for
two years after the holder's death or five years after total and permanent
disability, whichever is longer, or until the expiration date of the term of
the option, if earlier.
(vi) Payment. Options may be exercised only upon payment to
the Trust in full of the purchase price of the Shares to be delivered. Such
payment shall be made only in cash or check at the time of purchase.
8. Adjustment upon Changes in Shares.
(i) In the event the Shares, as presently constituted, shall
be changed into or exchanged for a different number or kind or shares of
stock or other securities of the Trust or of another trust or corporation
(whether by reason of merger, consolidation, recapitalization,
reclassification, split, reverse split, combination of shares or otherwise),
then there shall be substituted for or added to each Share theretofore
appropriated or thereafter subject or which may become subject to an option
under this Plan, the number and kind of Shares or other securities into
which each outstanding Share shall be so changed, or for which each such
Share shall be exchanged, or to which each such Share shall be entitled, as
the case may be. Outstanding options shall also be appropriately amended as
to price and other terms as may be necessary to reflect the foregoing
events. In the event there shall be any other change in the number or kind
of the outstanding Shares, or of any share or other securities into which
such Shares shall have been changed, or for which it shall have been
exchanged, then, if the Board shall, in its sole discretion, determine that
such change equitably requires an adjustment in any option theretofore
granted or which may be granted under the Plan, such adjustments shall be
made in accordance with such determination.
4-3
<PAGE> 15
(ii) Notwithstanding Section (i) above, the Board shall have
the power, in the event of the disposition of all or substantially all of
the assets of the Trust, or the dissolution of the Trust, or the merger or
consolidation of the Trust with or into any other real estate investment
trust, corporation, or the merger or consolidation of any other real estate
investment trust or corporation into the Trust, or the making of a tender
offer to purchase all or a substantial portion of the Shares of the Trust,
to amend all outstanding options (upon such conditions as it shall deem
appropriate) to (a) permit the exercise of all such options prior to the
effectiveness of any such transaction and to terminate such options as of
such effectiveness, or (b) require the forfeiture of all options, provided
the Trust pays to the Grantee the excess of the fair market value of the
Shares in which the Grantee's rights have not become vested at such date
over the purchase price, as provided for in Section 7(ii) hereof, or (c)
make such other provisions as the Board shall deem equitable.
9. Options Non-Assignable and Non-Transferable. Each option and all rights
thereunder shall be non-assignable and non-transferable other than by will or
the laws of descent and distribution and shall be exercisable during the
holder's lifetime only by the holder or the holder's guardian or legal
representative.
10. Limitations of Rights.
(i) No Right to Continue as a Trustee. Neither the Plan nor
the granting of an option nor any other action taken pursuant to the Plan,
shall constitute or be evidence of any agreement or understanding, express
or implied, that the Trustee has a right to continue as a Trustee for any
period of time, or at any particular rate of compensation.
(ii) No Shareholders' Rights for Optionee. An optionee shall
have no rights as a shareholder with respect to the Shares covered by
options granted hereunder until the date of the issuance of a stock
certificate therefor, and no adjustment will be made for dividend
distributions or other rights for which the record date is prior to the date
such certificate is issued.
11. Effective Date and Duration of Plan. The Plan shall become effective
immediately following approval by the shareholders at the 1990 Annual Meeting of
shareholders. The period during which option grants shall be made under the Plan
shall terminate on the day following the 1997 Annual Meeting of Shareholders
(unless the Plan is extended or terminated at an earlier date by shareholders)
but such termination shall not affect the terms of any then outstanding options.
12. Amendment, Suspension or Termination of the Plan. The Board of Trustees
may suspend or terminate the Plan or revise or amend it in any respect
whatsoever; provided, however, that without approval of the shareholders, no
revision or amendment shall change the selection or eligibility of Trustees to
receive options under the Plan, the number of Shares subject to any such options
or the Plan, the purchase price thereunder, or materially increase the benefits
accruing to participants under the Plan.
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<PAGE> 16
13. Notice. Any written notice to the Trust required by any of the
provisions of this Plan shall be addressed to the Secretary of the Trust and
shall become effective when it is received.
14. Use of Proceeds. Proceeds from the sale of Shares pursuant to options
granted under the Plan shall constitute general funds of the Trust.
15. Fractional Shares. No fractional Shares shall be issued pursuant to
options granted hereunder, but in lieu thereof, the cash value of such fractions
shall be paid.
16. Expenses of the Plan. All of the expenses of administering the Plan
shall be paid by the Trust.
17. Compliance with Applicable Law. Notwithstanding anything herein to the
contrary, the Trust shall not be obligated to cause to be issued or delivered
any certificates for Shares to be delivered pursuant to the exercise of an
option unless and until the Trust is advised by its counsel that the issuance
and delivery of such certificates is in compliance with all applicable laws,
regulations or governmental authority and the requirements of any exchange upon
which Shares are traded. The Trust shall in no event be obligated to register
any securities pursuant to the Securities Act of 1933 (as now in effect or as
hereafter amended) or to take any other action in order to cause the issuance
and delivery of such certificates to comply with any such law, regulations or
requirement. The Committee may require, as a condition of the issuance and
delivery of such certificates and in order to insure compliance with such laws,
regulations and requirements, such representations as the Committee, in its sole
discretion, deems necessary or desirable. Each option shall be subject to the
further requirement that if at any time the Board shall determine in its
discretion that the listing or qualification of the Shares subject to such
option, under any securities exchange or association requirements or under any
applicable law, where the consent or approval of any governmental regulatory
body, is necessary as a condition of, or in connection with, the granting of
such option or the issuance of Shares thereunder, such option may not be
exercised in whole or in part unless such listing, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board.
18. Governing Law. Except to the extent pre-empted by federal law, this Plan
shall be construed and enforced in accordance with, and governed by, the laws of
the Commonwealth of Pennsylvania.
Date of Adoption
By the Board: September 17, 1990
Date of Approval
By the Shareholders: December 19, 1990.
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<PAGE> 17
EXHIBIT 5
June 1, 1995
Pennsylvania Real Estate Investment Trust
455 Pennsylvania Avenue
Suite 135
Fort Washington, PA 19034
RE: Pennsylvania Real Estate Investment Trust - Registration Statement
on Form S-8
---------------------------------------------------------------------
Gentlemen:
Our opinion has been requested in connection with the Registration Statement
("Registration Statement") and the Prospectus included therein (the
"Prospectus") of Pennsylvania Real Estate Investment Trust, an unincorporated
association in business trust form, formed in Pennsylvania pursuant to a trust
agreement dated December 27, 1960, as amended and restated on December 16, 1987
(the "Trust"). The Registration Statement, which was filed by EDGAR transmission
on the date hereof with the Securities and Exchange Commission on Form S-8 under
the Securities Act of 1933, as amended, relates to the issuance of up to 100,000
shares of beneficial interest, par value $1.00 (the "Shares") of the Trust in
connection with the Trust's Option Plan for Non-Employee Trustees (the "Plan").
We are rendering this Opinion to you pursuant to Item 601(b)(5) of
Regulation S-K.
We are generally familiar with the affairs of the Trust, with the
preparation of the Registration Statement, and with the conduct of trust
proceedings related to the Plan. In order to render this opinion, we have
reviewed originals or copies (certified to our satisfaction to be true and
correct) of the following documents:
a. The Trust Agreement, as Amended and Restated December 16, 1987;
b. Resolutions duly adopted at the December 14, 1993 meeting of the Board
of Trustees of the Trust;
5-1
<PAGE> 18
Pennsylvania Real Estate Investment Trust
June 1, 1995
Page 2
c. Minutes of the Annual Meeting of Holders of Certificates of Beneficial
Interest of the Trust, held on December 15, 1994;
d. Resolutions duly adopted at the September 17, 1990 meeting of the Board
of Trustees of the Trust;
e. Minutes of the Annual Meeting of Holders of Certificates of Beneficial
Interest of the Trust, held on December 19, 1990;
f. The Trust's Proxy Materials in connection with the 1994 Annual Meeting
of Holders of Certificates of Beneficial Interest;
g. The Trust's Additional Listing Applications with the American Stock
Exchange respecting the Shares, approved on September 30, 1991 and March
6, 1995; and
h. The Plan.
Based upon the foregoing, it is our opinion that:
1. The Trust validly exists under the laws of the Commonwealth of
Pennsylvania, has duly recorded its Trust Agreement and has all requisite
authority to conduct the business in which it is engaged.
2. The Shares, which are issuable upon the exercise of options granted
pursuant to the terms of the Plan and are included in the Registration
Statement, have been duly and validly authorized and reserved for issuance
by all necessary action of the Trust and, when delivered against payment of
the exercise price therefor as provided in the Plan, will be legally issued,
fully paid and non-assessable.
As described in the Registration Statement under the caption "Legal
Opinion", Sylvan M. Cohen, Esquire, Chairman, Chief Executive Officer and a
Trustee of the Trust, and Robert Freedman, Esquire, a Trustee of the Trust, are
partners of this firm, and Messrs. Cohen, Freedman and other attorneys in this
firm own, beneficially or otherwise, Shares of the Trust. In addition, Mr. Cohen
holds options to purchase up to 91,250 Shares pursuant to the Trust's Amended
Incentive and Nonqualified Stock Option Plan. Mr. Freedman holds options to
purchase up to 6,000 Shares pursuant to the Trust's Option Plan for Non-Employee
Trustees.
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<PAGE> 19
Pennsylvania Real Estate Investment Trust
June 1, 1995
Page 3
We hereby consent to the reference to our firm contained in the
Registration Statement filed with the Commission of which the Prospectus is part
and to the use of this Opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ COHEN, SHAPIRO, POLISHER,
SHIEKMAN AND COHEN
COHEN, SHAPIRO, POLISHER,
SHIEKMAN AND COHEN
5-3
<PAGE> 20
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Pennsylvania Real Estate Investment Trust:
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8, of our report dated
October 24, 1994, which appears on page 20 of the 1994 annual report to
shareholders of Pennsylvania Real Estate Investment Trust (the "Trust"), which
annual report is incorporated by reference in the Trust's annual report on Form
10-K for the fiscal year ended August 31, 1994, and to all references to our
Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
May 26, 1995
23.2-1
