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As filed with the Securities and Exchange Commission on May 28, 1998.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): MAY 26, 1998
EXCEL REALTY TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
MARYLAND 1-12244 33-0160389
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation)
</TABLE>
16955 VIA DEL CAMPO, SUITE 110
SAN DIEGO, CALIFORNIA
(Address of Principal Executive Offices)
92127
(Zip Code)
(619) 485-9400
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. OTHER EVENTS.
On May 13, 1998 the Board of Directors of Excel Realty Trust, Inc.
(the "Company") adopted a Stockholder Rights Plan.
In connection with the Rights Plan, the Board of Directors of the
Company declared a dividend of one preferred share purchase right (the
"Rights") for each outstanding share of common stock, par value $.01 per share
(the "Common Shares"), of the Company outstanding at the close of business on
May 26, 1998 (the "Record Date"). Each Right will entitle the registered
holder thereof, after the Rights become exercisable and until May 26, 2008 (or
the earlier redemption, exchange or termination of the Rights), to purchase
from the Company one one-thousandth (1/1000th) of a share of Series C Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred
Shares"), at a price of $100.00 per one one-thousandth (1/1000th) of a Preferred
Share, subject to certain anti-dilution adjustments (the "Purchase Price").
Until the earlier to occur of (i) ten (10) days following a public announcement
that a person or group of affiliated or associated persons has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
Common Shares (an "Acquiring Person") or (ii) ten (10) business days (or such
later date as may be determined by action of the Board of Directors prior to
such time as any person or group of affiliated persons becomes an Acquiring
Person) following the commencement or announcement of an intention to make a
tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the Common Shares
(the earlier of (i) and (ii) being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate. The Rights
will be transferred with and only with the Common Shares until the Distribution
Date or earlier redemption or expiration of the Rights. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Shares
as of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights. The Rights will at no time have
any voting rights.
Each Preferred Share purchasable upon exercise of the Rights will be
entitled, when, as and if declared, to a minimum preferential quarterly
dividend payment of $1.00 per share but will be entitled to an aggregate
dividend of 1000 times the dividend, if any, declared per Common Share. In the
event of liquidation, dissolution or winding up of the Company, the holders of
the Preferred Shares will be entitled to a preferential liquidation payment of
$1,000 per share plus any accrued but unpaid dividends but will be
entitled to an aggregate payment of 1,000 times the payment made per Common
Share. Each Preferred Share will have 1,000 votes and will vote together with
the Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred Share will be
entitled to receive 1,000 times the amount received per Common Share. Preferred
Shares will not be redeemable. These Rights are protected by customary
anti-dilution provisions. Because of the nature of the Preferred Share's
dividend, liquidation and voting rights, the value of one one-thousandth of a
Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
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In the event that a Person becomes an Acquiring Person or if the Company
were the surviving corporation in a merger with an Acquiring Person or any
affiliate or associate of an Acquiring Person and the Common Shares were not
changed or exchanged, each holder of a Right, other than Rights that are or
were acquired or beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the then
current Purchase Price of one Right. In the event that, after a person has
become an Acquiring Person, the Company were acquired in a merger or other
business combination transaction or more than 50% of its assets or earning
power were sold, proper provision shall be made so that each holder of a Right
shall thereafter have the right to receive, upon the exercise thereof at the
then current Purchase Price of the Right, that number of shares of common stock
of the acquiring company which at the time of such transaction would have a
market value of two times the then current Purchase Price of one Right.
At any time after a Person becomes an Acquiring Person and prior to the
earlier of one of the events described in the last sentence in the previous
paragraph or the acquisition by such Acquiring Person of 50% or more of the then
outstanding Common Shares, the Board of Directors may cause the Company to
exchange the Rights (other than Rights owned by an Acquiring Person which have
become void), in whole or in part, for that number of Common Shares having an
aggregate value equal to the Spread (the excess of the value of the Adjustment
Shares issuable upon the exercise of a Right over the Purchase Price) per Right
(subject to adjustment).
The Rights may be redeemed in whole, but not in part, at a price of $.01
per Right (the "Redemption Price") by the Board of Directors at any time prior
to the time that an Acquiring Person has become such. The redemption of the
Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The Rights will expire on May 26, 2008 (unless earlier redeemed, exchanged
or terminated). BankBoston, N.A. is the Rights Agent.
The Purchase Price payable, and the number of one one-thousandths of a
Preferred Share or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights, options or warrants to subscribe for or
purchase Preferred Shares or convertible securities at less than the current
market price of the Preferred Shares or (iii) upon the distribution to holders
of the Preferred Shares of evidences of indebtedness, cash, securities or assets
(excluding regular periodic cash dividends at a rate not in excess of 125% of
the rate of the last regular periodic cash dividend theretofore paid or, in case
regular periodic cash dividends have not theretofore been paid, at a rate not in
excess of 50% of the average net income per share of the Company for the four
quarters ended immediately prior to the payment of such dividend, or dividends
payable in Preferred Shares (which dividends will be subject to the adjustment
described in clause (i) above)) or of convertible securities, subscription
rights or warrants (other than those referred to above).
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company beyond those as an existing stockholder,
including, without limitation, the right to vote or to receive dividends.
Any of the provisions of the Rights Agreement dated as of May 15, 1998
between the Company and the Rights Agent (the "Rights Agreement") may be
amended by the Board of Directors of the Company for so long as the Rights are
then redeemable, and after the Rights are no longer redeemable, the Company may
amend or supplement the Rights Agreement in any manner that does not adversely
affect the interests of the holder of the Rights.
One Right will be distributed to stockholders of the Company for each
Common Share owned of record by them on May 26, 1998. As long as the Rights are
attached to the Common Shares, the Company will issue one Right with each new
Common Share so that all such shares will have attached Rights. The Company has
agreed that, from and after the Distribution Date, the Company will reserve
100,000 Preferred Shares initially for issuance upon exercise of the Rights.
The rights are designed to assure that all of the Company's stockholders
receive fair and equal treatment in the event of any proposed takeover of the
Company and to guard against partial tender offers, open market accumulations
and other abusive tactics to gain control of the Company without paying all
stockholders a control premium. The Rights will cause substantial dilution to a
person or group that acquires 15% or more of the Company's stock on terms not
approved by the Company's Board of Directors. The Rights should not interfere
with any merger or other business combination approved by the Board of
Directors at any time prior to the first date that a Person or group has become
an Acquiring Person.
The Rights Agreement specifying the terms of the Rights and the text of
the press release announcing the declaration of the Rights, are incorporated
herein by reference as exhibits to this Current Report. The foregoing
description of the Rights is qualified in its entirety by reference to such
exhibits.
Item 7. Exhibits
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4. Rights Agreement, dated as of May 15, 1998 between Excel Realty
Trust, Inc. and BankBoston, N.A. which includes the form of Articles
Supplementary of the Series C Junior Participating Preferred Stock of
Excel Realty Trust, Inc. as Exhibit A, the form of Right Certificate
as Exhibit B and the Summary of Rights to Purchase Preferred Shares as
Exhibit C.*
99. Text of Press Release, dated May 14, 1998.*
* Previously filed as an exhibit to Excel Realty Trust, Inc.'s
registration statement on Form 8-A dated May 22, 1998, and
incorporated herein by this reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned hereunto duly authorized.
EXCEL REALTY TRUST, INC.
Dated: May 28, 1998 By /s/ GRAHAM BULLICK
--------------------------------
Graham Bullick
Senior Vice President
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EXHIBIT INDEX
4. Rights Agreement, dated as of May 15, 1998 between Excel Realty Trust,
Inc. and BankBoston, N.A. which includes the form of Articles Supplementary of
the Series C Junior Participating Preferred Stock of Excel Realty Trust, Inc.
as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C.*
99. Text of Press Release, dated May 14, 1998.*
* Previously filed as an exhibit to Excel Realty Trust, Inc.'s
registration statement on Form 8-A dated May 22, 1998, and
incorporated herein by this reference.
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