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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A/12(b)/A-1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-6216339
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(State of Incorporation or organization) (IRS Employer Identification Number)
455 PENNSYLVANIA AVENUE
SUITE 135
FORT WASHINGTON, PENNSYLVANIA 19034
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(Address of principal executive officers) (Zip Code)
If this form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. [ ]
If this form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction (A)(c)(2), please check the 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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Shares of Beneficial Interest, New York Stock Exchange, Inc.
$1.00 par value ------------------------------
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
The following amends, restates and supersedes in its entirety the
previously filed Form 8-A Registration Statement of Pennsylvania Real Estate
Investment Trust, a Pennsylvania business trust (the "Trust").
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Under the Trust Agreement as Amended and Restated September 29, 1997
(the "Trust Agreement") of the Trust, the Trust has the authority to issue an
unlimited number of shares of beneficial interest, par value $1.00 per share
(the "Shares").
General Provisions
Voting, Dividend and Other Rights. Subject to the provisions of the
Trust Agreement regarding "Excess Shares" (See " -- Restrictions on Transfer"),
(i) the holders of the Shares are entitled to one vote per Share on all matters
voted on by holders of the Shares ("Shareholders"), including elections of the
Board of Trustees of the Trust (the "Trustees"), and (ii) the Shareholders are
entitled to a pro rata portion of such distributions as may be declared from
time to time by the Trustees from funds available therefor, and upon liquidation
are entitled to receive pro rata all assets of the Trust available for
distribution to such holders. The majority of Shares voting on a matter at a
meeting at which at least a majority of the Shares are present in person or by
proxy constitutes the act of the Shareholders, except with respect to the
election of Trustees (see below). While the Shareholders generally possess all
of the voting power, the Trust Agreement permits the Trustees to authorize the
holders of securities of affiliates of the Trust to vote with the Shareholders
on certain matters, and the Trustees have exercised that right as to certain
Trust affiliates with respect to fundamental changes in the Trust (i.e. mergers,
consolidations and sales of substantially all of the Trust's assets). All Shares
are fully paid and nonassessable. Shareholders do not have any pre-emptive
rights to purchase Trust securities.
The Trust Agreement provides that the Trustees may create and issue
multiple classes and series of Shares of beneficial interest (including classes
and series of Shares having preferences to the existing Shares in any matter,
including rights in liquidation or to dividends) and options, rights (including
Shareholder rights plans), and other securities having conversion or option
rights and may authorize the creation and issuance by subsidiaries and
affiliates of the Trust of securities having conversion and option rights in
respect of Shares. Thus, the rights of holders of existing Shares are subject to
preferred rights as to dividends and in liquidation (and other such matters) to
the extent set forth in any subsequently authorized Shares or class of Shares.
Board of Trustees. The Board of Trustees is divided into three classes
serving staggered three-year terms. The Trust Agreement does not provide for
cumulative voting in the election of Trustees, and the candidates receiving the
highest number of votes are elected to the office of Trustee.
Fundamental Change. Pursuant to the Trust Agreement, the Trustees have
the authority to dissolve, wind-up and terminate the Trust, amend the Trust
Agreement (including provisions regarding the Shares unless such amendment
increases the liability of the Shareholders or requires additional assessments
against the Shareholders), merge, sell all or substantially all of the Trust's
assets, engage in a share exchange or engage in similar transactions outside the
ordinary course of business without the consent of the Shareholders.
Trustee Nomination Process. The Trust Agreement provides that
nominations for election to the office of Trustee at any Annual or Special
Meeting of Shareholders shall be made by the Trustees, or by petition in writing
delivered to the Secretary of the Trust not fewer than thirty-five (35) days
prior to such meeting signed by the holders of at least two percent (2%) of the
shares outstanding on the date of such petition. Unless nominations shall have
been made as aforesaid, they shall not be considered at such meeting unless the
number of persons nominated as aforesaid shall be fewer than the number of
persons to be elected to the office of Trustee at such meeting, in which such
event nominations for the Trustee positions which would not otherwise be filled
may be made at the meeting by any person entitled to vote in the election of
Trustees.
Transfer Agent. The transfer agent for the Shares is American Stock
Transfer Company.
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Limited Liability of Shareholders
The Trust Agreement provides that Shareholders, to the fullest extent
permitted by applicable law, as amended or supplemented, are not liable for any
act, omission or liability of a Trustee and that the Trustees have no general
power to bind them personally. Notwithstanding the foregoing, there may be
liability in some jurisdictions which may decline to recognize a business trust
as a valid organization. With respect to all types of claims in such
jurisdictions, and with respect to tort claims, contract claims where the
required provision is omitted, and possible tax claims in jurisdictions where
the business trust is treated as a partnership for certain purposes,
Shareholders may be personally liable for such obligations to the extent that
the Trust does not satisfy such claims. The Trust conducts substantially all of
its business in jurisdictions other than the Commonwealth of Pennsylvania in
entities recognized in the relevant jurisdiction to limit the liability of
equity owners. The Trust carries insurance in amounts which the Trustees deem
adequate to cover foreseeable tort claims.
Restrictions on Transfer
Among the requirements for qualification of the Trust as a REIT under
the United States Internal Revenue Code of 1986, as amended (the "Code") are,
(i) not more than 50% in value of its outstanding capital stock (after taking
into account options to acquire stock) may be owned, directly or indirectly, by
five or fewer individuals (as defined in the Code to include certain entities)
during the last half of a taxable year, (ii) the Shares must be beneficially
owned by 100 or more persons during at least 335 days of a taxable year of 12
months or during a proportionate part of a shorter taxable year, and (iii)
certain percentages of the Trust's gross income must be from particular
activities. In order to continue to qualify as a REIT under the Code, the
Trustees have adopted, and the Shareholders have approved, provisions of the
Trust Agreement that restrict the ownership and transfer of Shares (the
"Ownership Limit Provisions").
The Ownership Limit Provisions provide that no person may beneficially
own, or be deemed to own by virtue of the attribution provisions of the Code,
more than 9.9% of the capital stock of the Trust, whether measured by vote,
value or number of the outstanding Shares of the Trust. The Trustees may waive
the Ownership Limit Provisions if evidence satisfactory to the Trustees and tax
counsel to the Trust is presented that such ownership will not jeopardize the
Trust's status as a REIT.
Issuance or transfers of Shares in violation of the Ownership Limit
Provisions or which would cause the Trust to be beneficially owned by fewer than
100 persons are void ab initio and the intended transferee acquires no rights to
the Shares.
In the event of a purported transfer or other event that would, if
effective, result in the ownership of Shares in violation of the Ownership Limit
Provisions, such transfer or other event with respect to that number of Shares
that would be owned by the transferee in excess of the Ownership Limit
Provisions automatically are exchanged for Excess Shares (the "Excess Shares"),
authorized by the Trust Agreement, according to the rules set forth therein, to
the extent necessary to insure that the purported transfer or other event does
not result in the ownership of Shares in violation of the Ownership Limit
Provisions. Any purported transferee or other purported holder of Excess Shares
is required to give written notice to the Trust of a purported transfer or other
event that would result in the issuance of Excess Shares.
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Excess Shares are not treasury shares but rather continue as issued and
outstanding Shares. While outstanding, Excess Shares will be held in trust. The
trustee of such trust shall be the Trust. The beneficiary of such trust shall be
designated by the purported holder of Shares. Excess Shares are not entitled to
any dividends or distributions. If, after the purported transfer or other event
resulting in an exchange of Shares for Excess Shares and prior to the discovery
by the Trust of such exchange, dividends or distributions are paid with respect
to the Shares that were exchanged for Excess Shares, then such dividends or
distributions are to be repaid to the Trust upon demand. Excess Shares
participate ratably (based on the total number of Shares and Excess Shares) in
any liquidation, dissolution or winding up of the Trust. Except as required by
law, holders of Excess Shares are not entitled to vote with respect to such
Shares on any matter. While Excess Shares are held in trust, any interest in
that trust may be transferred by the trustee only to a person whose ownership of
Shares will not violate the Ownership Limit Provisions, at which time the Excess
Shares will be automatically exchanged for the same number of Shares of the same
type and class as the Shares for which the Excess Shares were originally
exchanged. The Trust Agreement contains provisions that are designed to insure
that the purported transferee or other purported holder of Excess Shares may not
receive in return for such a transfer an amount that reflects any appreciation
in the Shares for which Excess Shares were exchanged during the period that such
Excess Shares were outstanding. Any amount received by a purported transferee or
other purported holder in excess of the amount permitted to be received must be
paid to the Trust. If the foregoing restrictions are determined to be invalid by
any court of competent jurisdiction then the intended transferee or holder of
any Excess Shares may be deemed, at the option of the Trust, to have acted as an
agent on behalf of the Trust in acquiring such Excess Shares and to hold such
Excess Shares on behalf of the Trust.
The Trust Agreement further provides that Excess Shares shall be deemed
to have been offered for sale to the Trust at the lesser of the price paid for
the Shares by the purported transferee or in the case of a gift, devise or other
transaction, the market price for such Shares at the time of such gift, devise
or other transaction or the market price for the Shares on the date the Trust or
its designee exercises its option to purchase. The Trust may purchase such
Excess Shares during a 90-day period, beginning on the date of the violative
transfer if the original transferee-Shareholder gives notice to the Trust of the
transfer or, if no notice is given, the date the Board of Trustees determines
that violative transfer has been made.
Each Shareholder upon demand is required to disclose to the Trust in
writing such information with respect to the direct, indirect and constructive
ownership of Shares as the Board of Trustees deems necessary to comply with the
provisions of the Trust Agreement or the Code applicable to a REIT or to comply
with the requirements of any taxing authority or governmental agency.
Certificates representing Shares of any class or series issued after September
29, 1997 will bear a legend referring to the restrictions described above.
Change-in-Control Provisions
Ownership Limit. In order to protect its status as a REIT, the Trust
must satisfy certain conditions, including the conditions that (i) no more than
50% in value of the outstanding Shares may be owned, directly or indirectly, by
five or fewer individuals and (ii) the Shares must be beneficially owned by 100
or more persons during at least 335 days of a taxable year of 12 months or
during a proportionate part of a shorter taxable year. To this end, the Trust
Agreement, among other things, prohibits (a) any holder from owning more than
9.9% of its outstanding Shares without the consent of the Board of Trustees
after evidence satisfactory to the Trustees and tax counsel to the Trust is
presented evidencing that such ownership will not jeopardize the Trust's tax
status as a REIT, and (b) transfers of Shares
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which would cause the Trust to be beneficially owned by fewer than 100 persons.
These limitations may have the effect of precluding acquisition of control of
the Trust by a third party.
Staggered Board Status as a REIT. The Trust's Board of Trustees has
three classes of trustees. The term of office of one class expires each year.
Trustees for each class are elected for three-year terms upon the expiration of
the respective class' term. The staggered terms for trustees may affect the
Shareholders' ability to take control of the Trust, even if a change in control
were in the Shareholders' interest.
Rights and Multiple Classes and Series of Shares of Beneficial
Interest. The Trust Agreement provides that the Trustees may create and issue
multiple classes and series of Shares of beneficial interest (including classes
and series of Shares having preferences to the existing Shares in any matter,
including rights in liquidation or to dividends) and options, rights (including
Shareholder rights plans), and other securities having conversion or option
rights and may authorize the creation and issuance by subsidiaries and
affiliates of the Trust of securities having conversion and option rights in
respect of Shares. The Trust Agreement further provides that the terms of such
rights or other securities may provide for disparate treatment of certain
holders or groups of holders of such rights or other securities. The issuance of
such rights or Shares could have the effect of delaying or preventing a change
of control of the Trust, even if a change in control were in the Shareholders'
interest. No such rights or Shares are currently issued or outstanding.
Item 2. Exhibits.
The following exhibits are filed with the copies of this registration
statement filed with the New York Stock Exchange. They are not filed with, or
incorporated by reference in, the copies of this registration statement filed
with the SEC:
1. Trust's Annual Report on Form 10-K for its fiscal year ended
August 31, 1996.
2. (a) Trust's Quarterly Reports on Form 10-Q for the quarters
ended November 30, 1996, February 28, 1997 and May 31,
1997.
(b) Trust's Current Report on Form 8-K filed on October 14,
1997.
3. Definitive Proxy Statement for the Special Meeting of
Shareholders on September 29, 1997, which was filed on August
27, 1997.
4. (a) Trust Agreement, as amended.
(b) Trust's By-laws, as amended.
5. Copy of specimen certificate representing Trust's shares of
beneficial interest.
6. Trust's 1996 Annual Report to Shareholders.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
PENNSYLVANIA REAL ESTATE
INVESTMENT TRUST
By: /s/ Jeffrey A. Linn
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Jeffrey A. Linn
Senior Vice President-Acquisitions
and Secretary
Date: October 23, 1997
