<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Security Capital Pacific Trust
(Exact Name of Registrant as Specified in Its Charter)
Maryland 74-6056896
(State of Organization) (I.R.S. Employer Identification No.)
7670 South Chester Street
Englewood, Colorado 80112
(Address of Principal Executive Offices) (Zip Code)
If this form related to the registration of a
class of securities pursuant to Section 12(b)
of the Exchange Act and is effective
pursuant to General Instruction A.(c),
please check the following box. [X]
If this form related to the registration of a
class of securities pursuant to Section 12(g)
of the Exchange Act and is effective
pursuant to General Instruction A.(d),
please check the following box. [_]
Securities Act registration statement file number to which this form relates:
333-51139
- ---------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
<S> <C>
Series C Cumulative Redeemable
Preferred Stock, par value $1.00 per share New York Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
================================================================================
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
A complete description of the Series C Cumulative Redeemable Preferred
Shares of Beneficial Interest, par value $1.00 per share (the "PTR Series C
Preferred Shares"), which are to be registered hereunder is contained under the
caption "Description of Securities--PTR Series C Preferred Shares" in the Joint
Proxy Statement and Prospectus, forming a part of the Form S-4 Registration
Statement (File No. 333-51139) of Security Capital Pacific Trust ("PTR"), filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended.
Item 2. Exhibits.
---------
The following exhibits are filed herewith and with the New York Stock
Exchange, Inc.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<C> <S>
2.1 Form of Articles of Merger (incorporated by reference to Exhibit 2.3 to PTR's Form S-4
Registration Statement (File No. 51139; the"PTR S-4")).
4.1 Form of Amended and Restated Declaration of Trust of PTR (incorporated by reference as
Annex II to the Joint Proxy Statement and Prospectus included in the PTR S-4).
4.2 Form of Amended and Restated Bylaws of PTR (incorporated by reference to Exhibit 4.2 to
the PTR S-4).
4.3 Form of share certificate for common shares of beneficial interest of PTR.
4.4 Form of share certificate for Series A Cumulative Redeemable Preferred Shares of beneficial
interest of PTR.
4.5 Form of share certificate for Series B Cumulative Redeemable Preferred Shares of beneficial
interest of PTR.
4.6 Form of share certificate for Series C Cumulative Redeemable Preferred Shares of beneficial
interest of PTR.
</TABLE>
-2-
<PAGE>
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, thereunto duly authorized.
SECURITY CAPITAL PACIFIC TRUST
/s/ Jeffrey A. Klopf
By: ____________________________
Jeffrey A. Klopf
Secretary
Dated: June 23, 1998
-3-
<PAGE>
Exhibit 4.3
FORMED UNDER THE LAWS COMMON SHARES OF BENEFICIAL INTEREST
OF THE STATE OF MARYLAND
Par Value $1.00
- ------------------------ ------------------------
| Number | | Shares |
| | | |
| | | |
- ------------------------ ------------------------
THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 039581 10 3
NEW YORK, NY AND RIDGEFIELD PARK, NJ
SEE REVERSE FOR IMPORTANT NOTICE
ON TRANSFER RESTRICTIONS AND
OTHER INFORMATION
[ARCHSTONE LOGO]
ARCHSTONE COMMUNITIES TRUST
- --------------------------------------------------------------------------------
| |
| This Certifies that |
| |
| |
| |
| is the owner of |
| |
- --------------------------------------------------------------------------------
Fully paid and non-assessable common shares of beneficial interest, $1.00
par value per share, of Archstone Communities Trust, a real estate investment
trust formed under the laws of the State of Maryland (the "Trust") transferable
only on the books of the Trust by the holder hereof in person or by duly
authorized Attorney upon the surrender of this Certificate properly endorsed.
The Common Shares evidenced by this Certificate are subject to the Bylaws
of the Trust and the Amended and Restated Declaration of Trust, dated as of June
30, 1998 (the "Declaration of Trust"), such as amended from time to time, such
Declaration of Trust being filed and of record with the State Department of
Assessments and Taxation of Maryland and is hereby incorporated and made a part
of this Certificate. The holder hereof has no interest, legal or equitable, in
any specific property of the Trust.
This Certificate is not valid unless countersigned by the Transfer Agent
and registered by the Registrar.
Witness the facsimile seal of the Trust and the facsimile signatures of its
duly authorized officers.
Dated:
[SEAL OF ARCHSTONE COMMUNITIES TRUST]
/s/ Jeffrey A. Klopf /s/ Constance B. Moore
SECRETARY CO-CHAIRMAN
COUNTERSIGNED AND REGISTERED
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
IMPORTANT NOTICE
----------------
ARCHSTONE COMMUNITIES TRUST
THE DECLARATION OF TRUST ON FILE IN THE OFFICE OF THE STATE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF MARYLAND SETS FORTH A FULL STATEMENT OF THE
INFORMATION REQUIRED BY SECTION 8-203(d) OF THE CORPORATIONS AND ASSOCIATIONS
ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO (A) ALL OF THE
DESIGNATIONS, PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION, AND OTHER RELATIVE
RIGHTS OF THE SHARES OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND (B) THE
AUTHORITY OF THE BOARD OF TRUSTEES TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN
SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE
SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE
BOARD OF TRUSTEES TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT
SERIES OF PREFERRED SHARES. THE TRUST WILL FURNISH A COPY OF SUCH STATEMENT TO
ANY HOLDER OF SHARES WITHOUT CHARGE ON REQUEST TO THE TRUST AT ITS PRINCIPAL
PLACE OF BUSINESS.
The securities represented by this Certificate are subject to restrictions
on ownership and transfer for purposes of the Trust's maintenance of its status
as a real estate investment trust under the Internal Revenue Code of 1986, as
amended. Except as otherwise provided pursuant to the Declaration of Trust, no
Person may beneficially own shares in excess of 9.8% (or such greater percentage
as may be determined by the Board of Trustees) of the number or value of the
outstanding shares of the Trust (unless such Person is an Existing Holder or an
Excluded Holder). Any Person who attempts or proposes to beneficially own shares
in excess of the above limitations must notify the Trust in writing at least 30
days prior to such proposed or attempted Transfer. In addition, share ownership
by and transfers of shares to non-U.S. persons are certain tenants of the Trust
are subject to certain restrictions. If the restrictions on transfer are
violated, the securities represented hereby shall be designated and treated as
Excess Shares which shall be held in trust by the Excess Share Trustee for the
benefit of the Charitable Beneficiary. Unless otherwise indicated, all
capitalized terms in this legend have the meanings defined in the Declaration of
Trust, a copy of which, including the restrictions on transfer, shall be
furnished to each Shareholder on request and without charge.
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with the right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- __________________________________________________________
(Cust) (Minor)
under Uniform Gifts to Minors Act
__________________________________________________________
(State)
UNIF TRF MIN ACT -- __________________________________________________________
(Cust) (Minor)
(until age ___) under Uniform Transfers to Minors Act
__________________________________________________________
(State)
Additional abbreviations may be used though not in the above list.
For Value Received, _____________________________hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute
and appoint ___________________________________________________________________
______________________________________________________________________ Attorney
to transfer the said shares on the books of the within named Trust with full
power of substitution in the premises.
Dated ________________________________
_________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the Certificate in every
particular, without alteration or
enlargement or any change whatever.
THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN
PREFERRED SHARE PURCHASE RIGHTS (THE "RIGHTS"), AS SET FORTH IN A RIGHTS
AGREEMENT (THE "RIGHTS AGREEMENT"), DATED AS OF JULY 21, 1994, BETWEEN THE TRUST
AND CHEMICAL BANK, AS RIGHTS AGENT, THE TERMS OF WHICH ARE HEREBY INCORPORATED
HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE
OFFICES OF THE TRUST UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS
AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO
LONGER BE EVIDENCED BY THIS CERTIFICATE. THE TRUST WILL MAIL TO THE HOLDER OF
THE CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A
WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES DESCRIBED IN THE RIGHTS
AGREEMENT, RIGHTS ISSUED TO OR HELD BY ANY PERSON WHO IS, WAS, OR BECOMES AN
ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE
DEFINED IN THE RIGHTS AGREEMENT), WHETHER HELD BY OR ON BEHALF OF SUCH PERSON OR
ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID.
<PAGE>
Exhibit 4.4
FORMED UNDER THE LAWS Cumulative Convertible Series A
OF THE STATE OF MARYLAND Preferred Shares of Beneficial Interest
Par Value $1.00
- ------------------------ ------------------------
| Number | | Shares |
| | | |
| | | |
- ------------------------ ------------------------
THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 039581 20 2
NEW YORK, NY AND RIDGEFIELD PARK, NJ
SEE REVERSE FOR IMPORTANT NOTICE
ON TRANSFER RESTRICTIONS
AND OTHER INFORMATION
[ARCHSTONE LOGO]
ARCHSTONE COMMUNITIES TRUST
- --------------------------------------------------------------------------------
| |
| This Certifies that |
| |
| |
| |
| is the owner of |
| |
- --------------------------------------------------------------------------------
fully paid and non-assessable common shares of beneficial interest, $1.00 par
value per share, of Archstone Communities Trust, a real estate investment trust
formed under the laws of the State of Maryland (the "Trust") transferable only
on the books of the Trust by the holder hereof in person or by duly authorized
Attorney upon the surrender of this Certificate properly endorsed.
The Preferred Shares evidenced by this Certificate are subject to the
Bylaws of the Trust and the Amended and Restated Declaration of Trust, dated as
of June 30, 1998 (the "Declaration of Trust"), each as amended from time to
time, such Declaration of Trust being filed and of record with the State
Department of Assessments and Taxation of Maryland and is hereby incorporated
and made a part of this Certificate. The holder hereof has no interest, legal or
equitable, in any specific property of the Trust.
This Certificate is not valid unless countersigned by the Transfer Agent
and registered by the Registrar.
Witness the facsimile seal of the Trust and the facsimile signatures of its
duly authorized officers.
Dated:
[SEAL OF ARCHSTONE COMMUNITIES TRUST]
/s/ Jeffrey A. Klopf /s/ Constance B. Moore
SECRETARY CO-CHAIRMAN
COUNTERSIGNED AND REGISTERED
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
IMPORTANT NOTICE
----------------
ARCHSTONE COMMUNITIES TRUST
THE DECLARATION OF TRUST ON FILE IN THE OFFICE OF THE STATE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF MARYLAND SETS FORTH A FULL STATEMENT OF THE
INFORMATION REQUIRED BY SECTION 8-203(d) OF THE CORPORATIONS AND ASSOCIATIONS
ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO (A) ALL OF THE
DESIGNATIONS, PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION, AND OTHER RELATIVE
RIGHTS OF THE SHARES OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND (B) THE
AUTHORITY OF THE BOARD OF TRUSTEES TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN
SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE
SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE
BOARD OF TRUSTEES TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT
SERIES OF PREFERRED SHARES. THE TRUST WILL FURNISH A COPY OF SUCH STATEMENT TO
ANY HOLDER OF SHARES WITHOUT CHARGE ON REQUEST TO THE TRUST AT ITS PRINCIPAL
PLACE OF BUSINESS.
The securities represented by this Certificate are subject to restrictions
on ownership and transfer for purposes of the Trust's maintenance of its status
as a real estate investment trust under the Internal Revenue Code of 1986, as
amended. Except as otherwise provided pursuant to the Declaration of Trust, no
Person may beneficially own shares in excess of 9.8% (or such greater percentage
as may be determined by the Board of Trustees) of the number or value of the
outstanding shares of the Trust (unless such Person is an Existing Holder or an
Excluded Holder). Any Person who attempts or proposes to beneficially own shares
in excess of the above limitations must notify the Trust in writing at least 30
days prior to such proposed or attempted Transfer. In addition, share ownership
by and transfers of shares to non-U.S. persons are certain tenants of the Trust
are subject to certain restrictions. If the restrictions on transfer are
violated, the securities represented hereby shall be designated and treated as
Excess Shares which shall be held in trust by the Excess Share Trustee for the
benefit of the Charitable Beneficiary. Unless otherwise indicated, all
capitalized terms in this legend have the meanings defined in the Declaration of
Trust, a copy of which, including the restrictions on transfer, shall be
furnished to each Shareholder on request and without charge.
- -------------------------------------------------------------------------------
NOTICE OF CONVERSION
The undersigned hereby irrevocably exercises the option to convert the
Series A Preferred Shares represented by this Certificate or a portion thereof
below designated by the undersigned into Common Shares of Beneficial Interest of
the Trust, par value $1.00 per share ("Common Shares"), in accordance with the
terms of the Series A Preferred Shares, and directs that the Common Shares
issuable and deliverable upon conversion, together with any check in payment of
accrued and unpaid dividends and in lieu of fractional shares, and any
Certificate representing any unconverted Series A Preferred Shares be issued and
delivered to the undersigned unless, in the case of such Common Shares or
Certificates, a different name has been indicated below. If Common Shares or
Certificates are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes with respect thereto.
Dated: _______________________________________________
Number of Series A Preferred Shares to be Converted:
______________________________________________________
Fill in for registration of Common Shares and/or
Certificates if to be issued otherwise than to Holder:
______________________________________________________
Name
______________________________________________________
Address
______________________________________________________
______________________________________________________
Signature of Holder must conform in all respects to
the name of the Holder appearing on the face hereof in
every particular without alteration or enlargement, or
any change whatever.
Signature Guaranteed By:
______________________________________________________
______________________________________________________
(Social Security or Other Taxpayer Identifying Number
of Assignee of Common Shares and/or Certificates)
______________________________________________________
- -------------------------------------------------------------------------------
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with the right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- __________________________________________________________
(Cust) (Minor)
under Uniform Gifts to Minors Act
__________________________________________________________
(State)
UNIF TRF MIN ACT -- __________________________________________________________
(Cust) (Minor)
(until age ___) under Uniform Transfers to Minors Act
__________________________________________________________
(State)
Additional abbreviations may be used though not in the above list.
For Value Received, _____________________________hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute
and appoint ___________________________________________________________________
______________________________________________________________________ Attorney
to transfer the said shares on the books of the within named Trust with full
power of substitution in the premises.
Dated ________________________________
_________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the Certificate in every
particular, without alteration or
enlargement or any change whatever.
<PAGE>
Exhibit 4.5
FORMED UNDER THE LAWS Series B Cumulative Redeemable
OF THE STATE OF MARYLAND Preferred Shares of Beneficial Interest
Par Value $1.00
- ------------------------ ------------------------
| Number | | Shares |
| | | |
| | | |
- ------------------------ ------------------------
THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 039581 30 1
NEW YORK, NY AND RIDGEFIELD PARK, NJ
SEE REVERSE FOR IMPORTANT NOTICE
ON TRANSFER RESTRICTIONS AND
OTHER INFORMATION
[ARCHSTONE LOGO]
ARCHSTONE COMMUNITIES TRUST
- --------------------------------------------------------------------------------
| |
| This Certifies that |
| |
| |
| |
| is the owner of |
| |
- --------------------------------------------------------------------------------
Fully paid and non-assessable common shares of beneficial interest, $1.00
par value per share, of Archstone Communities Trust, a real estate investment
trust formed under the laws of the State of Maryland (the "Trust") transferable
only on the books of the Trust by the holder hereof in person or by duly
authorized Attorney upon the surrender of this Certificate properly endorsed.
The Preferred Shares evidenced by this Certificate are subject to the
Bylaws of the Trust and the Amended and Restated Declaration of Trust, dated as
of June 30, 1998 (the "Declaration of Trust"), each as amended from time to
time, such Declaration of Trust being filed and of record with the State
Department of Assessments and Taxation of Maryland and is hereby incorporated
and made a part of this Certificate. The holder hereof has no interest, legal or
equitable, in any specific property of the Trust.
This Certificate is not valid unless countersigned by the Transfer Agent
and registered by the Registrar.
Witness the facsimile seal of the Trust and the facsimile signatures of its
duly authorized officers.
Dated:
[SEAL OF ARCHSTONE COMMUNITIES TRUST]
/s/ Jeffrey A. Klopf /s/ Constance B. Moore
SECRETARY CO-CHAIRMAN
COUNTERSIGNED AND REGISTERED
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
IMPORTANT NOTICE
----------------
ARCHSTONE COMMUNITIES TRUST
THE DECLARATION OF TRUST ON FILE IN THE OFFICE OF THE STATE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF MARYLAND SETS FORTH A FULL STATEMENT OF THE
INFORMATION REQUIRED BY SECTION 8-203(d) OF THE CORPORATIONS AND ASSOCIATIONS
ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO (A) ALL OF THE
DESIGNATIONS, PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION, AND OTHER RELATIVE
RIGHTS OF THE SHARES OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND (B) THE
AUTHORITY OF THE BOARD OF TRUSTEES TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN
SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE
SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE
BOARD OF TRUSTEES TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT
SERIES OF PREFERRED SHARES. THE TRUST WILL FURNISH A COPY OF SUCH STATEMENT TO
ANY HOLDER OF SHARES WITHOUT CHARGE ON REQUEST TO THE TRUST AT ITS PRINCIPAL
PLACE OF BUSINESS.
The securities represented by this Certificate are subject to restrictions
on ownership and transfer for purposes of the Trust's maintenance of its status
as a real estate investment trust under the Internal Revenue Code of 1986, as
amended. Except as otherwise provided pursuant to the Declaration of Trust, no
Person may beneficially own shares in excess of 9.8% (or such greater percentage
as may be determined by the Board of Trustees) of the number or value of the
outstanding shares of the Trust (unless such Person is an Existing Holder or an
Excluded Holder). Any Person who attempts or proposes to beneficially own shares
in excess of the above limitations must notify the Trust in writing at least 30
days prior to such proposed or attempted Transfer. In addition, share ownership
by and transfers of shares to non-U.S. persons are certain tenants of the Trust
are subject to certain restrictions. If the restrictions on transfer are
violated, the securities represented hereby shall be designated and treated as
Excess Shares which shall be held in trust by the Excess Share Trustee for the
benefit of the Charitable Beneficiary. Unless otherwise indicated, all
capitalized terms in this legend have the meanings defined in the Declaration of
Trust, a copy of which, including the restrictions on transfer, shall be
furnished to each Shareholder on request and without charge.
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with the right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- __________________________________________________________
(Cust) (Minor)
under Uniform Gifts to Minors Act
__________________________________________________________
(State)
UNIF TRF MIN ACT -- __________________________________________________________
(Cust) (Minor)
(until age ___) under Uniform Transfers to Minors Act
__________________________________________________________
(State)
Additional abbreviations may be used though not in the above list.
For Value Received, _____________________________hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute
and appoint ___________________________________________________________________
______________________________________________________________________ Attorney
to transfer the said shares on the books of the within named Trust with full
power of substitution in the premises.
Dated ________________________________
_________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the Certificate in every
particular, without alteration or
enlargement or any change whatever.
<PAGE>
Exhibit 4.6
FORMED UNDER THE LAWS Series C Cumulative Redeemable
OF THE STATE OF MARYLAND Preferred Shares of Beneficial Interest
Par Value $1.00
- ------------------------ ------------------------
| Number | | Shares |
| | | |
| | | |
- ------------------------ ------------------------
THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 039581 40 0
NEW YORK, NY AND RIDGEFIELD PARK, NJ
SEE REVERSE FOR IMPORTANT NOTICE
ON TRANSFER RESTRICTIONS AND
OTHER INFORMATION
[ARCHSTONE LOGO]
ARCHSTONE COMMUNITIES TRUST
- --------------------------------------------------------------------------------
| |
| This Certifies that |
| |
| |
| |
| is the owner of |
| |
- --------------------------------------------------------------------------------
Fully paid and non-assessable common shares of beneficial interest, $1.00
par value per share, of Archstone Communities Trust, a real estate investment
trust formed under the laws of the State of Maryland (the "Trust") transferable
only on the books of the Trust by the holder hereof in person or by duly
authorized Attorney upon the surrender of this Certificate properly endorsed.
The Preferred Shares evidenced by this Certificate are subject to the
Bylaws of the Trust and the Amended and Restated Declaration of Trust, dated as
of June 30, 1998 (the "Declaration of Trust"), each as amended from time to
time, such Declaration of Trust being filed and of record with the State
Department of Assessments and Taxation of Maryland and is hereby incorporated
and made a part of this Certificate. The holder hereof has no interest, legal or
equitable, in any specific property of the Trust.
This Certificate is not valid unless countersigned by the Transfer Agent
and registered by the Registrar.
Witness the facsimile seal of the Trust and the facsimile signatures of its
duly authorized officers.
Dated:
[SEAL OF ARCHSTONE COMMUNITIES TRUST]
/s/ Jeffrey A. Klopf /s/ Constance B. Moore
SECRETARY CO-CHAIRMAN
COUNTERSIGNED AND REGISTERED
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
IMPORTANT NOTICE
----------------
ARCHSTONE COMMUNITIES TRUST
THE DECLARATION OF TRUST ON FILE IN THE OFFICE OF THE STATE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF MARYLAND SETS FORTH A FULL STATEMENT OF THE
INFORMATION REQUIRED BY SECTION 8-203(d) OF THE CORPORATIONS AND ASSOCIATIONS
ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO (A) ALL OF THE
DESIGNATIONS, PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION, AND OTHER RELATIVE
RIGHTS OF THE SHARES OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND (B) THE
AUTHORITY OF THE BOARD OF TRUSTEES TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN
SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE
SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE
BOARD OF TRUSTEES TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT
SERIES OF PREFERRED SHARES. THE TRUST WILL FURNISH A COPY OF SUCH STATEMENT TO
ANY HOLDER OF SHARES WITHOUT CHARGE ON REQUEST TO THE TRUST AT ITS PRINCIPAL
PLACE OF BUSINESS.
The securities represented by this Certificate are subject to restrictions
on ownership and transfer for purposes of the Trust's maintenance of its status
as a real estate investment trust under the Internal Revenue Code of 1986, as
amended. Except as otherwise provided pursuant to the Declaration of Trust, no
Person may beneficially own shares in excess of 9.8% (or such greater percentage
as may be determined by the Board of Trustees) of the number or value of the
outstanding shares of the Trust (unless such Person is an Existing Holder or an
Excluded Holder). Any Person who attempts or proposes to beneficially own shares
in excess of the above limitations must notify the Trust in writing at least 30
days prior to such proposed or attempted Transfer. In addition, share ownership
by and transfers of shares to non-U.S. persons are certain tenants of the Trust
are subject to certain restrictions. If the restrictions on transfer are
violated, the securities represented hereby shall be designated and treated as
Excess Shares which shall be held in trust by the Excess Share Trustee for the
benefit of the Charitable Beneficiary. Unless otherwise indicated, all
capitalized terms in this legend have the meanings defined in the Declaration of
Trust, a copy of which, including the restrictions on transfer, shall be
furnished to each Shareholder on request and without charge.
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with the right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- __________________________________________________________
(Cust) (Minor)
under Uniform Gifts to Minors Act
__________________________________________________________
(State)
UNIF TRF MIN ACT -- __________________________________________________________
(Cust) (Minor)
(until age ___) under Uniform Transfers to Minors Act
__________________________________________________________
(State)
Additional abbreviations may be used though not in the above list.
For Value Received, _____________________________hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute
and appoint ___________________________________________________________________
______________________________________________________________________ Attorney
to transfer the said shares on the books of the within named Trust with full
power of substitution in the premises.
Dated ________________________________
_________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the Certificate in every
particular, without alteration or
enlargement or any change whatever.
