As filed with the Securities and Exchange Commission on February 7, 1997
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VALUE PROPERTY TRUST
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(Exact name of Registrant as Specified in Its Charter)
Maryland 23-1862664
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(State of Incorporation) (I.R.S. Employer
Identification No.)
120 Albany Street, 8th Floor
New Brunswick, New Jersey 08901 (908) 296-3080
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(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
1995 Share Option Plan
(Full Title of the Plan)
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Robert T. English
Secretary and Treasurer
Value Property Trust
120 Albany Street, 8th Floor
New Brunswick, New Jersey 08901
(908) 296-3080
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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With copy to:
Laura Hodges Taylor, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
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<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Securities Being Amount to be Proposed Maximum Proposed Maximum Amount of(2)
Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
---------- -------------- ------------------------ ------------------------ ----------------
<C> <C> <C> <C> <C>
Common Shares, $1.00 par value 659,000 shares $10.00 $6,590,000 $1,996.97
5,000 shares $10.25 $ 51,250 $ 15.53
65,000 shares $10.50 $ 682,500 $ 206.82
105,000 shares $10.625 $1,115,625 $ 338.07
5,000 shares $12.25 $ 61,250 $ 18.56
31,000 shares $13.00(3) $ 403,000 $ 122.12
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
1995 Share Option Plan in the event of a stock dividend, reverse stock
split, split-up, recapitalization, forfeiture of stock under the Plan or
other similar event.
(2) Pursuant to Rule 429, $8,903,625 is being carried forward from Registration
Statement No. 33-65519. The amount of the filing previously paid in
connection with such securities $2,698.07.
(3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purposes of
determining the amount of the registration fee. The registration fee is
based upon the average of the high and low prices for the Registrant's
Common Shares, $1.00 par value per share as reported on the New York Stock
Exchange on February 4, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in the
requirements of Part I are not required to be filed with the Securities and
Exchange Commission as part of the Registration Statement on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Value Property Trust (the "Trust") hereby incorporates by reference the
following documents which have previously been filed with the Securities and
Exchange Commission:
(a) The Trust's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996 filed with the Securities and Exchange
Commission (File No.1-6613) pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed with the Securities and Exchange
Commission by the Trust pursuant to Section 13(a) or 15(d) of the
Exchange Act since September 30, 1996; and
(c) The description of the Trust's Common Shares, $1.00 par value,
contained in the Trust's Registration Statement on Form 8-A,
dated March 25, 1971.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Trust pursuant to Sections 13(a) and 13(c), Section
14 and Section 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment hereto that indicates that all securities offered
hereunder have been sold or which deregisters all securities then 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. Any
statement contained in a document incorporated or deemed incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any subsequently
filed document which also is incorporated or 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.
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Maryland General Corporation Law provides for indemnification of
directors, trustees, officers, employees and agents, except to the extent that
(i) it is established that the person actually received an improper benefit or
profit in money, property or services, or (ii) a judgment or other final
adjudication is entered in a proceeding based on a finding that the person's
action, or failure to act, was the result of active and deliberate dishonesty
and was material to the matter giving rise to the proceeding. (Md. Code, Title 2
Sec. 2-418 (1994)). Article 7.04 of the Amended and Restated Declaration of
Trust provides that the Trust will indemnify, to the full extent permitted by
Maryland law, now or hereafter in force, the trustees and officers of the Trust.
The Trust is not aware of any pending legal proceedings for which any such
person would be entitled to indemnification.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement:
4.1 Amended and Restated Declaration of Trust dated September 29,
1995 (filed on October 13, 1995 as an exhibit to the Current
Report on Form 8-K (No. 1-6613) and incorporated herein by
reference).
4.2 October 26, 1995 Amendment to Amended and Restated Declaration
of Trust dated September 29, 1995 (filed on December 29, 1995 as
an exhibit to the Annual Report on Form 10-K (No. 1-6613) and
incorporated herein by reference).
4.3 By-Laws, as amended through June 20, 1984 (filed on December 6,
1984 as an exhibit to the Annual Report on Form 10-K (No.
1-6613) and incorporated herein by reference).
4.4 Value Property Trust 1995 Share Option Plan.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney (included on signature pages to this
registration statement).
<PAGE>
Item 9. Undertakings.
(a) 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 acts 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 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
"Calculation of Registration Fee" table in the effective
registration statement; and
(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)
herein do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the undersigned registrant pursuant to
Section 13 or Section 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; and
(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.
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section
13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, 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 Securities and Exchange 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 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 Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Trust
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 New Brunswick, State of New Jersey, on this 4th day
of February, 1997.
VALUE PROPERTY TRUST
By: /s/ George R. Zoffinger
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George R. Zoffinger
President, Chief Executive
Officer and Trustee
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
trustees of the Trust hereby severally constitute and appoint George R.
Zoffinger our true and lawful attorney with full power to him to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all amendments to said Registration
Statement, and generally to do all such things in our names and in our
capacities as officers and trustees to enable the Trust to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorney to said Registration Statement and any and
all amendments thereto.
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Jeffrey A. Altman Chairman and Trustee February 4, 1997
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Jeffrey A. Altman
/s/ George R. Zoffinger President, Chief Executive Officer and Trustee February 4, 1997
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George R. Zoffinger (Principal Executive Officer)
/s/ Robert T. English Secretary, Treasurer and Chief February 4, 1997
- ---------------------- Financial Officer (Principal Financial
Robert T. English Officer and Principal Accounting Officer)
/s/ Martin Bernstein Trustee February 4, 1997
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Martin Bernstein
<PAGE>
<CAPTION>
<S> <C> <C>
/s/ Richard S. Frary Trustee February 4, 1997
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Richard S. Frary
/s/ Richard B. Jennings Trustee February 4, 1997
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Richard B. Jennings
/s/ John B. Levy Trustee February 4, 1997
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John B. Levy
/s/ Carl A. Mayer, Jr. Trustee February 4, 1997
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Carl A. Mayer, Jr.
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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4.1 Amended and Restated Declaration of Trust dated September
29, 1995 (filed on October 13, 1995 as an exhibit to the
Current Report on Form 8-K (No. 1-6613) and incorporated
herein by reference).
4.2 October 26, 1995 Amendment to Amended and Restated
Declaration of Trust dated September 29, 1995 (filed on
December 29, 1995 as an exhibit to the Annual Report on Form
10-K (No. 1-6613) and incorporated herein by reference).
4.3 By-Laws, as amended through June 20, 1984 filed on December
6, 1984 as an exhibit to the Annual Report on Form 10-K (No.
1-6613) and incorporated herein by reference.
4.4 Value Property Trust 1995 Share Option Plan.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of
the securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
5.1 hereto).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney (included on signature pages to this
registration statement).
EXHIBIT 4.4
VALUE PROPERTY TRUST
1995 Share Option Plan
1. PURPOSES
This Share Option Plan (the "Plan") is intended as a performance
incentive for trustees, officers, employees and other key persons of Value
Property Trust (the "Trust") and its Subsidiaries (as hereinafter defined) to
enable the persons to whom options are granted (the "Optionees") to acquire or
increase a proprietary interest in the success of the Trust. The Trust intends
that this purpose will be effected by the granting of "incentive stock options"
("Incentive Options") as defined in Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), nonqualified stock options ("Non-qualified
Options") and dividend equivalent rights under the Plan. The term "Subsidiaries"
includes corporation or entity in which stock or other securities possessing
fifty percent (50%) or more of the total combined voting power of all classes of
securities is owned directly or indirectly by the Trust.
2. OPTIONS TO BE GRANTED AND ADMINISTRATION
(a) Options granted under the Plan may be either Incentive
Options or Non-qualified Options.
(b) The Plan shall be administered by the Compensation and
Nominating Committee (the "Compensation Committee") of the Board of Trustees of
the Trust (the "Board"). It is the intention of the Trust that at least two
members of the Compensation Committee shall be "Non-Employee Directors" as that
term is defined and interpreted pursuant to Rule 16b-3 or any successor rule
thereto promulgated under the Securities Exchange Act of 1934, as amended (the
"1934 Act"). Action by the Compensation Committee shall require the affirmative
vote of a majority of all its members.
(c) Subject to the terms and conditions of the Plan, the
Compensation Committee shall have the power:
(i) To determine from time to time the persons to be
granted options from among those persons eligible under the Plan and the type
and number of options to be granted to such persons and the common shares of
beneficial interest of the Trust covered thereby, and to prescribe the terms and
provisions (which need not be identical) of each option granted under the Plan
to such persons;
(ii) To construe and interpret the Plan and options
granted thereunder and to establish, amend and revoke rules and regulations for
administration of the Plan. In this connection, the Compensation Committee may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan, or in any option agreement, in the manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective. All decisions and
determinations by the Compensation Committee in the exercise of this power shall
be final and binding upon the Trust and the Optionees; and
(iii) Generally, to exercise such powers and to perform
such acts as are deemed necessary or expedient to promote the best interests of
the Trust with respect to the Plan.
<PAGE>
3. SHARES
(a) The shares subject to the options granted under the Plan
shall be common shares of beneficial interest, par value $1.00 per share, of the
Trust ("Common Shares"). The total number of shares that may be issued pursuant
to options granted under the Plan shall not exceed an aggregate of 870,000
Common Shares. Such number shall be subject to adjustment as provided in Section
7 hereof.
(b) Whenever any outstanding option under the Plan expires,
is canceled or is otherwise terminated (other than by exercise), the Common
Shares allocable to the unexercised portion of such option may again be the
subject of options under the Plan.
4. ELIGIBILITY
(a) Incentive Options may be granted only to officers and
other full-time employees of the Trust or its Subsidiaries, including members of
the Board who are also employees of the Trust or its Subsidiaries. Non-qualified
Options may be granted to officers, employees, or other key persons of the Trust
or its Subsidiaries and to members of the Board (regardless of whether they are
also employees); provided, however, that no option may be granted under the Plan
to any non-employee member of the Board except as provided in Section 4(d)
hereof.
(b) If an employee owns or is deemed to own (by reason of the
attribution rules applicable under Section 424(d) of the Code) more than 10% of
the combined voting power of all classes of stock of the Trust or any subsidiary
or parent corporation, the purchase price per Common Share subject to any
Incentive Option granted to such employee shall be not less than 110% of the
fair market value of a single Common Share on the grant date.
(c) The aggregate fair market value (determined as of the
time the option is granted) of the Common Shares with respect to which Incentive
Options become exercisable for the first time by any individual during any
calendar year shall not exceed $100,000. Any option granted under the Plan in
excess of the foregoing limitations shall be deemed to be a Non-qualified
Option.
(d) Each person who is a non-employee member of the Board on
October 5, 1995 shall automatically be granted on such date a Non-qualified
Option to purchase 35,000 Common Shares and each person who first becomes a
non-employee member of the Board after October 5, 1995 shall automatically be
granted, upon the date such person first becomes a trustee, a Non-qualified
Option to purchase 10,000 Common Shares. The terms of such options, including
without limitation the purchase price per Common Share thereunder, shall be
determined as set forth in Section 5 hereof. The provisions of this Section 4(d)
shall apply only to automatic grants of options to non-employee trustees, and
shall not be deemed to modify, limit or otherwise apply to any other provisions
of the Plan or to any option granted thereunder to any other participant.
5. TERMS OF OPTION AGREEMENTS
Each option agreement shall contain such provisions as the Compensation
Committee shall from time to time deem necessary or expedient. Each option
granted under the Plan shall be subject to the following provisions:
<PAGE>
(a) Expiration. Each option shall expire on the date
specified in the option agreement, which date shall not be later than the tenth
anniversary of the date on which the option was granted.
(b) Minimum Shares Exercisable. The minimum number of shares
with respect to which an option may be exercised at any one time shall be 100
shares, or such lesser number of shares as is subject to exercise under the
option at the time.
(c) Vesting and Termination of Employment.
(i) Each option shall become vested and exercisable in
such installments (which need not be equal) and on such dates as may be
designated by the Compensation Committee at the time such option is granted
under the Plan or otherwise. To the extent not exercised, installments shall
accumulate and be exercisable, in whole or in part, at any time after becoming
exercisable, but not later than the date the option expires.
(ii) In the event of a Change in Control of the Trust
(as defined in Section 5(g) below), all options outstanding under the Plan as of
the date of such Change in Control shall become immediately exercisable in full,
notwithstanding any vesting or other provisions of the option agreement.
(iii) The Compensation Committee may in its discretion
specify, at the time an option is granted under the Plan or otherwise, a period
or periods within which such option may be exercised following retirement of the
Optionee or termination of the Optionee's employment with the Trust or its
Subsidiaries for any reason.
(d) Purchase Price. The purchase price per Common Share under
each option shall be not less than the fair market value of a single Common
Share on the date the option is granted. For the purposes of the Plan, the fair
market value of the Common Shares on such date shall be determined in good faith
by the Compensation Committee; provided, however, that if the Common Shares are
admitted to trading on a national securities exchange on the date the option is
granted, the fair market value shall not be less than the closing price reported
for the Common Shares on such exchange for the grant date.
(e) Dividend Equivalent Rights. Each option granted under
this Plan shall also generate Dividend Equivalent Rights ("DERs") which shall
entitle the optionee to receive an additional Common Share for each DER received
upon the exercise of the option, at no additional cost, based on the formula set
forth herein. As of the last business day of each calendar quarter, the amount
of cash dividends paid by the Trust on each Common Share with respect to that
quarter shall be divided by the Fair Market Value per Common Share as of the
last business day of such calendar quarter to determine the actual number of
DERs accruing on each Common Share subject to the option. Such amount of DERs
shall be applied against the number of shares covered by the option to determine
the number of DERs which accrued during such quarter. The provisions of this
Section 5(e) shall not be amended more than once in any six-month period, other
than to comport with changes in the Code or ERISA.
<PAGE>
For example. Assume that an optionee holds an option to
purchase 600 Common Shares. Further assume that the dividend per share for the
first quarter was $0.10 and that the Fair Market Value per Common Share on the
last business day of the quarter was $20. Therefore, .005 DER would accrue per
Share for that quarter and such optionee would receive three DERs for that
quarter (600 X .005). For purposes of determining how many DERs would accrue
during the second quarter, the option would be considered to be for 603 Common
Shares.
(f) Rights of Optionees. No Optionee shall be deemed for any
purpose to be the owner of any Common Shares subject to any option unless and
until (i) the option shall have been exercised pursuant to the terms thereof,
(ii) the Trust shall have issued and delivered the shares to the Optionee, and
(iii) the Optionee's name shall have been entered as a stockholder of record on
the books of the Trust. Thereupon, the Optionee shall have full voting, dividend
and other ownership rights with respect to such Common Shares.
(g) Change in Control. For purposes of the Plan, a "Change in
Control" shall be deemed to have occurred in either of the following events: (i)
when any new "person" (as such term is used in Sections 13(d) and 14(d)(2) of
the 1934 Act) becomes a "beneficial owner" (as such term is defined in Rule
13d-3 promulgated under the 1934 Act), directly or indirectly, of securities of
the Trust representing forty-nine percent (49%) or more of the total number of
votes that may be cast for the election of trustees of the Trust; or (ii) if, as
a result of, or in connection with, any tender or exchange offer, merger or
other business combination, sale of assets or contested election, or any
combination of the foregoing transactions, the persons who were trustees of the
Trust immediately before such transaction shall cease to constitute at least
fifty percent (50%) of the Board or of any successor institution.
(h) Transfer. No options shall be transferable by the
Optionee other than by will or by the laws of descent and distribution. Options
may be exercised during the Optionee's lifetime only by the Optionee, his or her
guardian or legal representative.
6. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE
(a) Any option granted under the Plan may be exercised by the
Optionee by delivering to the Trust on any business day a written notice
specifying the number of Common Shares the Optionee then desires to purchase
(the "Notice").
(b) Payment for the Common Shares purchased pursuant to the
exercise of an option shall be made either (i) in cash, check or other
instrument acceptable to the Trust equal to the option price for the number of
shares specified in the Notice (the "Total Option Price"), or (ii) if authorized
by the applicable option agreement, in Common Shares having a fair market value
on the date of exercise, determined as provided in Section 5(d) hereof, equal to
or less than the Total Option Price, plus cash in an amount equal to the excess,
if any, of the Total Option Price over the fair market value of such Common
Shares. In addition, payment for the Common Shares may be made, if permitted by
the Trust, by the Optionee delivering the Notice to the Trust together with
irrevocable instructions to a broker to promptly deliver to the Trust the Total
Option Price in cash or by check or other instrument acceptable to the Trust;
provided that in the event the Optionee chooses to pay the option purchase price
as so provided, the Optionee and the broker shall comply with such procedures
<PAGE>
and enter into such agreements of indemnity and other agreements as the Trust
shall prescribe as a condition of such payment procedure. Payment instruments
will be received subject to collection. The delivery of certificates
representing Common Shares to be purchased pursuant to the exercise of an option
will be contingent upon receipt by the Trust of the Total Option Price for such
shares and the fulfillment of any other applicable requirements (including
payment of any amount required to be withheld by the Trust pursuant to any
applicable law).
7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
(a) If the Trust's Common Shares as a whole are increased,
decreased, changed into or exchanged for a different number or kind of shares or
securities of the Trust, whether through merger, consolidation, reorganization,
recapitalization, reclassification, stock dividend, stock split, combination of
shares, exchange of shares, change in corporate structure or the like, or
distributions to shareholders, an appropriate and proportionate adjustment shall
be made in the number and kind of shares subject to the Plan, and in the number,
kind and per share exercise price of shares subject to unexercised options or
portions thereof granted prior to any such change. In the event of any such
adjustment in an outstanding option, the Optionee thereafter shall have the
right to purchase the number of shares under such option at the per share price,
as so adjusted, which the Optionee could purchase at the total purchase price
applicable to the option immediately prior to such adjustment.
(b) The Compensation Committee shall have the discretion and
power in the case of any event specified in Section 7(a) to determine and to
make effective provision for acceleration of the time or times at which any
option or portion thereof shall become exercisable. No fractional Common Shares
shall be issued under the Plan on account of any adjustment specified herein.
(c) Adjustments under this Section 7 shall be determined by
the Compensation Committee and such determination shall be conclusive.
8. EFFECT OF CERTAIN TRANSACTIONS
In the case of (i) the dissolution or liquidation of the Trust, (ii) a
reorganization, merger or consolidation in which the Trust is acquired by
another entity (other than a holding Trust formed by the Trust) or in which the
Trust is not the surviving entity, or (iii) the sale of all or substantially all
of the assets of the Trust to another entity, the Plan and the options issued
hereunder shall terminate, unless provision is made in connection with such
transaction for the assumption of options theretofore granted, or the
substitution for such options of new options of the successor entity or parent
thereof, with appropriate adjustment as to the number and kind of shares and the
per share exercise prices, as provided in Section 7. In the event of such
termination, all outstanding options under the Plan shall be exercisable in full
for at least fifteen (15) days prior to the date of such termination whether or
not otherwise exercisable during such period.
<PAGE>
9. TAX WITHHOLDING
(a) Payment by Optionee. Each Optionee shall, no later than
the date as of which the value of any option or stock appreciation right granted
hereunder or of any shares issued upon the exercise of such option or stock
appreciation right first becomes includable in the gross income of the Optionee
for federal income tax purposes (the "Tax Date"), pay to the Trust, or make
arrangements satisfactory to the Trust regarding payment of, any federal, state,
or local taxes of any kind required by law to be withheld with respect to such
income.
(b) Payment in Shares. With the consent of the Compensation
Committee, an Optionee may elect to have such tax withholding obligation
satisfied, in whole or in part by (i) authorizing the Trust to withhold from
shares to be issued to the Optionee a number of Common Shares with an aggregate
fair market value that would satisfy the withholding amount due, or (ii)
transferring to the Trust Common Shares owned by the Optionee with an aggregate
fair market value that would satisfy the withholding amount due.
(i) the election to satisfy tax withholding obligations
in the manner permitted by this Section 9(b) shall be made either (A) during the
period beginning on the third business day following the date of release for
publication of quarterly or annual financial information and ending on the
twelfth business day following such date, or (B) at least six months prior to
the Tax Date;
(ii) such election shall be irrevocable;
(iii) such election shall be subject to the consent or
disapproval of the Compensation Committee; and
(iv) such election shall not be made within six months
of the date of grant of the Option.
10. AMENDMENT OF THE PLAN
The Board may amend the Plan at any time, and from time to time,
subject to any required regulatory approval and to the limitation that, except
as provided in Sections 7 and 8 hereof, no amendment shall be effective unless
approved by the shareholders of the Trust in accordance with applicable law and
regulations at an annual or special meeting held within twelve months before or
after the date of adoption of such amendment, where such amendment will:
(a) increase the number of Common Shares as to which options
may be granted under the Plan;
(b) change in substance Section 4 hereof relating to
eligibility to participate in the Plan;
(c) reduce the minimum option price; or
(d) otherwise materially increase the benefits accruing to
participants under the Plan.
Except as provided in Sections 7 and 8 hereof, rights and obligations
under any option granted before any amendment of the Plan shall not be altered
or impaired by any such amendment in a manner adverse to an Optionee, except
with the consent of the Optionee.
<PAGE>
11. NONEXCLUSIVITY OF THE PLAN
Neither the adoption of the Plan by the Board nor the submission of the
Plan to the shareholders of the Trust for approval shall be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under the Plan, and such arrangements
may be either applicable generally or only in specific cases. The Plan or the
granting of options thereunder shall not be deemed to confer upon any employee
of the Trust or its Subsidiaries any right to continued employment.
12. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW
(a) The obligation of the Trust to sell and deliver Common
Shares with respect to options granted under the Plan shall be subject to all
applicable laws, rules and regulations, including all applicable federal and
state securities and tax laws, and the obtaining of all such approvals from
governmental agencies as may be deemed necessary or appropriate by the
Compensation Committee.
(b) The Plan shall be governed by Maryland law, except to the
extent that such law is preempted by federal law.
13. EFFECTIVE DATE OF PLAN
The Plan shall become effective upon approval by the holders of a
majority of Common Shares of the Trust present or represented or entitled to
vote at a meeting of shareholders. Subject to such approval of shareholders and
to the requirement that no Common Shares may be issued hereunder prior to such
approval, options may be granted on and after adoption of this Plan by the
Board. No option may be granted under the Plan after the tenth anniversary of
the effective date of the Plan.
EXHIBIT 5.1
OPINION OF LEGAL COUNSEL
February 7, 1997
Value Property Trust
120 Albany Street, 8th Floor
New Brunswick, NJ 08901
Re: Value Property Trust
1995 Share Option Plan
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to the Securities Act of 1933, as amended (the "Act"), of 870,000 common shares,
par value $1.00 per share (the "Shares"), of Value Property Trust (the "Trust")
which may be issued upon the exercise of options granted under the Trust's 1995
Share Option Plan (the "Plan").
In rendering this opinion, we have examined the Amended and Restated
Declaration of Trust and the ByLaws of the Trust; such records of proceedings of
the Trust's Board of Trustees as we have deemed material; a Registration
Statement on Form S-8 under the Act relating to the Shares (the "Registration
Statement"); the 1995 Share Option Plan and the Plan Information Statement; the
option agreements issued to certain officers, employees and trustees of the
Trust; and such other certificates, records, instruments and documents as we
considered necessary for the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and the Commonwealth of
Massachusetts and the State of Maryland. For the purpose of expressing an
opinion concerning the laws of the State of Maryland, we have relied solely on
the opinion of Ballard, Spahr, Andrews & Ingersoll, attorneys admitted to
practice in the State of Maryland.
Based upon and subject to the foregoing, we are of the opinion that
upon the issuance and delivery of the Shares against payment therefor in
accordance with the terms of the Registration Statement and the Plan, the Shares
will be legally issued, fully paid and non-assessable shares of the Trust's
Shares.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Act and the applicable requirements of state laws
regulating the offer and sale of securities.
We understand that this opinion is to be used in connection with the
Registration Statement. We consent to the use of our name in the Registration
Statement and the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/Goodwin, Procter & Hoar LLP
---------------------------
GOODWIN, PROCTER & HOAR LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 27, 1996, on our audits of
the consolidated financial statements and financial statement schedules of Value
Property Trust as of September 30, 1996 and for the year then ended, which
report is included in Value Property Trust's Annual Report on Form 10-K for the
year ended September 30, 1996.
/s/Coopers & Lybrand L.L.P
-----------------------
COOPERS & LYBRAND L.L.P.
February 3, 1997
