<PAGE>
As filed with the Securities and Exchange Commission on August 6, 1998
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
ARCHSTONE COMMUNITIES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 74-6056896
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
7670 SOUTH CHESTER STREET 80112
ENGLEWOOD, COLORADO (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(303) 708-5959
ARCHSTONE COMMUNITIES TRUST
1997 LONG-TERM INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
JEFFREY A. KLOPF
SECRETARY
7670 SOUTH CHESTER STREET
ENGLEWOOD, COLORADO 80112
(303) 708-5959
(AGENT FOR SERVICE)
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
REGISTERED PRICE PER SHARE* PRICE* REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Shares of Beneficial
Interest, par value $1.00 per
share (including related
preferred share purchase
rights) 3,000,000 Shares $20.46875 $61,406,250 $18,114.85
===================================================================================================================
</TABLE>
* Estimated solely for the purpose of computing the registration fee on the
basis of the average of the high and low prices for the Common Shares as
reported on the New York Stock Exchange on August 4, 1998.
===============================================================================
<PAGE>
This Registration Statement is being filed to increase the number of shares
available under the Registrant's 1997 Long-Term Incentive Plan, as amended (the
"Plan"), in connection with the merger of Security Capital Atlantic Incorporated
with and into the Registrant. The contents of the Registration Statement on
Form S-8 (File No. 333-31404) relating to the Plan are incorporated herein by
reference.
<PAGE>
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 the City of Englewood, State of Colorado, on August 6, 1998.
ARCHSTONE COMMUNITIES TRUST
By /s/ R. Scot Sellers
---------------------------------------
R. Scot Sellers
Co-Chairman and Chief Investment Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Constance B. Moore, R. Scot Sellers, Jeffrey A. Klopf and Mark W. Pearson, and
each of them singly, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, to sign a
registration statement filed with the Securities and Exchange Commission
pursuant to Rule 462(b) promulgated under the Securities Act of 1933 and any and
all amendments thereto, and to file the same, with all exhibits thereto, and any
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or his substitute or
nominee, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Constance B. Moore
- ---------------------- Co-Chairman, Chief Operating Officer August 6, 1998
Constance B. Moore and Trustee
/s/ R. Scot Sellers
- ---------------------- Co-Chairman, Chief Investment August 6, 1998
R. Scot Sellers Officer and Trustee
/s/ William Kell
- ---------------------- Senior Vice President and Controller August 6, 1998
William Kell (Principal Financial Officer)
/s/ Ash K. Atwood
- ---------------------- Vice President August 6, 1998
Ash K. Atwood (Principal Accounting Officer)
/s/ James A. Cardwell
- ---------------------- Trustee August 6, 1998
James A. Cardwell
/s/ James H. Polk, III
- ---------------------- Trustee August 6, 1998
James H. Polk, III
/s/ James C. Potts
- ---------------------- Trustee August 6, 1998
James C. Potts
II-1
<PAGE>
/s/ John T. Kelley III
- ---------------------- Trustee August 6, 1998
John T. Kelley III
/s/ Calvin K. Kessler
- ---------------------- Trustee August 6, 1998
Calvin K. Kessler
/s/ William G. Myers
- ---------------------- Trustee August 6, 1998
William G. Myers
/s/ Ned S. Holmes
- ---------------------- Trustee August 6, 1998
Ned S. Holmes
/s/ John M. Richman
- ---------------------- Trustee August 6, 1998
John M. Richman
/s/ John C. Schweitzer
- ---------------------- Trustee August 6, 1998
John C. Schweitzer
II-2
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Document
- ------ -----------------------
4.1 Amended Restated Declaration of Trust dated June 30, 1998 (incorporated
by reference to Exhibit 4.1 to the Registrant's Report on Form 8-K dated
July 6, 1998).
4.2 Amended and Restated By-Laws (incorporated by reference to Exhibit 4.2
to the Registrant's Report on Form 8-K dated July 6, 1998).
4.3 Rights Agreement dated as of July 21, 1994 between the Registrant and
Chemical Bank, including forms of Rights Certificate (incorporated by
reference to Exhibit 4.2 to the Registrant's Form 8-K dated July 19,
1994).
4.4 First Amendment dated as of February 8, 1995 to the Rights Agreement
(incorporated by reference to Exhibit 4.13 to the Registrant's Form 10-K
for the year ended December 31, 1994).
4.5 Security Capital Pacific Trust 1997 Long-Term Incentive Plan
(incorporated by reference to Annex II to the Security Capital Group
Incorporated Registration Statement on Form S-1 (File No. 333-26267))
4.6 First Amendment to Security Capital Pacific Trust 1997 Long-Term
Incentive Plan
5 Opinion of Mayer, Brown & Platt .
15 Letter regarding unaudited interim financial information
23.1 Consent of Mayer, Brown & Platt (included in its opinion filed as
Exhibit 5 hereto)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (included on page II-1)
II-3
<PAGE>
EXHIBIT 4.6
FIRST AMENDMENT
TO
SECURITY CAPITAL PACIFIC TRUST
1997 LONG-TERM INCENTIVE PLAN
WHEREAS, Security Capital Pacific Trust (the "Trust") maintains the
Security Capital Pacific Trust 1997 Long-Term Incentive Plan (the "Plan"); and
WHEREAS, the Trust and Security Capital Atlantic Incorporated ("ATLANTIC")
have entered into a merger agreement whereby ATLANTIC will merge with and into
the Trust (the "merger"); and
WHEREAS, upon shareholders' approval of the merger and consummation
thereof, the name of the Trust will be changed to Archstone Communities Trust;
and
WHEREAS, amendment of the Plan is now deemed desirable;
NOW, THEREFORE, by virtue and in exercise of the amending authority
reserved to the Trust under Section 8 of the Plan, the Plan is hereby amended,
subject to the approval of the Trust's shareholders, effective on the effective
time of the merger, in the following particulars:
1. By changing the name of the sponsor of the Plan to "Archstone
Communities Trust" and substituting that name for each reference to "Security
Capital Pacific Trust", wherever it appears in the Plan.
2. By changing the name of the Plan to "Archstone Communities Trust 1997
Long-Term Incentive Plan" and substituting that name for each reference to
"Security Capital Pacific Trust 1997 Long-Term Incentive Plan", wherever it
appears in the Plan.
3. By substituting the following for the second sentence of subsection 6.2
of the Plan:
"Subject to the provisions of subsection 6.4, the number of Shares which
may be issued with respect to Awards under the Plan shall not exceed
8,650,000 Shares in the aggregate."
<PAGE>
MICHAEL L. HERMSEN
Direct Dial (312) 701-7960
Direct Fax (312) 706-8148
[email protected]
EXHIBIT 5
August 6, 1998
Archstone Communities Trust
7670 South Chester Street
Englewood, Colorado 80112
Re: Registration Statement on Form S-8
1997 Long Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Archstone Communities Trust, a Maryland real
estate investment trust (the "Trust"), in connection with the proceedings (the
"Trust Proceedings") taken and to be taken relating to the registration by the
Trust of an aggregate of 3,000,000 of its common shares of beneficial interest,
par value $1.00 per share (the "Common Shares"), with the Securities and
Exchange Commission (the "SEC") in connection with an amendment to the Trust's
1997 Long-Term Incentive Plan (the "Plan"). We have also participated in the
preparation and filing with the SEC under the Securities Act of 1933, as
amended, of a registration statement on Form S-8 (the "Registration Statement")
relating to such Common Shares.
As counsel to the Trust, we have examined originals or copies certified to our
satisfaction of the Trust's Amended and Restated Declaration of Trust, as
amended, and Amended and Restated Bylaws, resolutions of the Board of Trustees
and such other Trust records, instruments, certificates and documents and such
questions of law as we considered necessary or appropriate to enable us to
express this opinion. As to certain facts material to our opinion, we have
relied, to the extent we deem such reliance proper, upon certificates of public
officials and officers of the Trust. In rendering this opinion, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to authentic original documents of
photostatic copies.
Based upon and subject to the foregoing and to the assumptions, limitations
and conditions set forth herein, we are of the opinion that, upon completion of
the Trust Proceedings, the Common Shares will have been validly issued and
delivered in accordance with the Trust Proceedings and the Plan, the Common
Shares will be validly issued, fully paid and nonassessable.
Our opinion relating to the nonassessability of the Common Shares does not
pertain to the potential liability of shareholders of the Trust for debts of the
Trust. Section 5-350(a) of the Maryland Courts and Judicial Proceedings Code
provides that "a shareholder . . . of a real estate investment trust . . . is
not personally liable for the obligations of the real estate investment trust."
The Trust's Amended and Restated Declaration of Trust, as amended and
supplemented (the "Declaration of Trust"), provides that no shareholder shall be
personally liable in connection with the Trust's property or the affairs of the
Trust. The Declaration of Trust further provides that the Trust shall indemnify
and hold harmless shareholders against all claims and liabilities and related
reasonable expenses to which they become subject by virtue of their status as
current or former shareholders. In addition, we
[Letterhead Appears Here]
<PAGE>
Archstone Communities Trust
August 6, 1998
Page 2
have been advised that the Trust, as a matter of practice, inserts a clause in
its business, management and other contracts which provides that shareholders
shall not be personally liable thereunder. Accordingly, no personal liability
should attach to the Trust's shareholders for contract claims under any contract
containing such a clause where adequate notice is given. However, with respect
to tort claims, contract claims where shareholder liability is not so negated,
claims for taxes and certain statutory liability, the shareholders may, in some
jurisdictions, including Colorado, the state in which the Trust's principal
executive office is located, be personally liable for such claims and
liabilities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MAYER, BROWN & PLATT
<PAGE>
EXHIBIT 15
The Board of Trustees of
Archstone Communities Trust
With respect to the registration statement on Form S-8 of Archstone Communities
Trust relating to the Archstone Communities Trust 1997 Long-Term Incentive Plan,
we acknowledge our awareness of the incorporation by reference therein of our
report dated April 23, 1998 related to our review of the interim financial
information of Security Capital Pacific Trust as of March 31, 1998 and for the
three-months periods ended March 31, 1998 and 1997. Pursuant to Rule 436(c)
under the Securities Act of 1933, such reports are not considered a part of a
registration statement prepared or certified by an accountant, or a report
prepared or certified by an accountant within the meaning of sections 7 and 11
of the Act.
KPMG Peat Marwick LLP
Chicago, Illinois
August 6, 1998
<PAGE>
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Trustees of
Archstone Communities Trust
We consent to the incorporation by reference in this registration statement on
Form S-8 of Archstone Communities Trust 1997 Long-Term Incentive Plan, of our
report dated January 31, 1998, except as to Note 13 which is as of March 6,
1998, relating to the balance sheets of Security Capital Pacific Trust as of
December 31, 1997 and 1996, the related statements of earnings, shareholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1997, and the related schedule as of December 31, 1997, which
report appears in the December 31, 1997 annual report on Form 10-K of Security
Capital Pacific Trust.
KPMG Peat Marwick LLP
Chicago, Illinois
August 6, 1998
