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Filed pursuant to Rule 424(b)(3)
under Registration Statement Number
333-44639
PROSPECTUS
Archstone Communities Trust
1998 Dividend Reinvestment and Share Purchase Plan
Archstone Communities Trust ("Archstone") has established the 1998 Dividend
Reinvestment and Share Purchase Plan (the "Plan"). The Plan is designed to
provide participants with a convenient and economical method to purchase
common shares of beneficial interest, par value $1.00 per share ("Common
Shares"), of Archstone and to reinvest all or a portion of their cash
distributions in additional Common Shares. The Plan will be administered by
The Chase Manhattan Bank, or any successor bank or trust company as may from
time to time be designated by Archstone (the "Agent"). Certain of the
administrative support to the Agent may be performed by ChaseMellon
Shareholder Services, L.L.C., a registered transfer agent.
The Plan provides holders of record of Common Shares (the "Shareholders") an
opportunity to automatically reinvest all or a portion of their cash
distributions received on Common Shares in additional Common Shares as well as
to make optional cash payments to purchase Common Shares. Persons who are not
already Shareholders of Archstone may also purchase Common Shares under the
Plan through optional cash payments.
The Agent will buy, at Archstone's option, newly issued Common Shares
directly from Archstone or Common Shares in the open market or in negotiated
transactions with third parties. Common Shares purchased directly from
Archstone under the Plan may be priced at a discount from market prices at the
time of the investment (determined in accordance with the Plan) ranging from
0% to 5%, which may be adjusted in Archstone's sole discretion. See
"Description of the Plan, Question 17."
The Common Shares are listed on the New York Stock Exchange (the "NYSE")
under the symbol "ASN". To ensure that Archstone maintains its qualification
as a real estate investment trust ("REIT"), ownership by any person is limited
to 9.8% of the outstanding Common Shares and preferred shares of beneficial
interest of Archstone, with certain exceptions. See "Description of the Plan,
Question 39."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is May 14, 1999
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ARCHSTONE
Archstone Communities Trust (NYSE: ASN) is a leading real estate operating
company, focused on the development, redevelopment, acquisition, operation and
ownership of apartment communities in markets and sub-markets with high
barriers to entry throughout the United States. Archstone's principal focus is
to generate long-term sustainable growth in cash flow from operations in order
to maximize shareholder value. In addition, Archstone expects to create
significant value by building a well-known brand image and reputation for
quality around its products and services. The foundation for Archstone's
growth strategy is its commitment to fundamental real estate and customer
research, allowing Archstone to deploy its capital into markets, products and
new business opportunities which it believes have the greatest potential for
long-term cash flow growth.
Archstone was formed in 1963 and is organized as a real estate investment
trust under the laws of Maryland. Its principal executive offices are located
at 7670 South Chester Street, Englewood, Colorado 80112, and its telephone
number is (303) 708-5959.
DESCRIPTION OF THE PLAN
The following questions and answers describe the Plan.
PURPOSES AND ADVANTAGES
1. What are the purposes of the Plan?
The purposes of the Plan are to provide participants with a simple and
convenient method of investing in Common Shares without payment of any
brokerage commissions, service charges or other expenses (except with respect
to optional cash payments if the Common Shares are purchased in the open
market). In addition, Common Shares purchased directly from Archstone under
the Plan may be purchased at a discount from market prices at the time of the
investment ranging from 0% to 5%, as described in Question 17.
2. How may Shareholders purchase Common Shares under the Plan?
Shareholders may: (i) have cash distributions received on all or a portion
of the Common Shares registered in their name (up to a maximum quarterly
amount of 300,000 Common Shares (the "Distribution Limit"), which Distribution
Limit may be changed at any time in Archstone's sole discretion, unless
Archstone approves reinvestment on a greater number of Common Shares, as
described in Question 9) automatically reinvested in additional Common Shares;
(ii) continue to receive cash distributions on Common Shares registered in
their name and purchase Common Shares by making optional cash payments of not
less than the minimum amount (the "Minimum Amount") (initially $200) nor more
than the maximum amount (the "Maximum Amount") (initially $5,000) per month
(except in cases covered by a Request for Waiver, as described in Question
13), which Minimum Amount and Maximum Amount may be changed at any time in
Archstone's sole discretion; or (iii) invest both cash distributions and
optional cash payments. Beneficial owners of Common Shares registered in the
name of a broker, bank or other nominee or trustee may participate in the
distribution reinvestment portion of the Plan either by having their Common
Shares transferred into their own names or by making appropriate arrangements
with their record holder to participate on their behalf.
3. How may persons who are not already Shareholders purchase Common Shares
under the Plan?
Persons who are not already Shareholders may purchase Common Shares under
the Plan by making optional cash payments of not less than the Minimum Amount
(initially $200) nor more than the Maximum Amount
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(initially $5,000) per month (except in cases covered by a Request for Waiver,
as described in Question 13), which Minimum Amount and Maximum Amount may be
changed at any time in Archstone's sole discretion.
4. What are the advantages and disadvantages of participation in the Plan?
Participants in the Plan receive full investment of their distributions and
optional cash payments because they are not required to pay brokerage
commissions or other expenses in connection with the purchase of Common Shares
under the Plan (except with respect to optional cash payments if the Common
Shares are purchased in the open market) and because the Plan permits
fractional Common Shares as well as whole Common Shares to be purchased. Also,
Common Shares purchased directly from Archstone under the Plan may be purchased
at a discount from market prices at the time of the investment ranging from 0%
to 5%, as described in Question 17. In addition, distributions on all whole and
fractional Common Shares purchased under the Plan (other than Common Shares
purchased pursuant to Requests for Waiver, unless the participant has elected
to reinvest distributions received on those Common Shares) are automatically
reinvested in additional Common Shares (subject to the Distribution Limit).
Participants also avoid the necessity for safe-keeping certificates
representing the Common Shares purchased pursuant to the Plan and have
increased protection against loss, theft or destruction of those certificates.
Furthermore, certificates for underlying Common Shares may be deposited for
safe-keeping as described in Question 24. A regular statement for each account
provides the participant with a record of each transaction.
The Plan has certain disadvantages as compared to purchases of Common Shares
through brokers or otherwise. No interest will be paid by Archstone or the
Agent on distributions held pending reinvestment or on any optional cash
payments. The Agent, not the participant, determines the timing of investments,
as described in Question 16. Accordingly, the purchase price for the Common
Shares may vary from that which would otherwise have been obtained by directing
a purchase through a broker or in a negotiated transaction, and the actual
number of shares acquired by the participant will not be known until after the
Common Shares are purchased by the Agent, as described in Question 18. Optional
cash payments of less than the Minimum Amount may be returned to the
participant, and the portion of any optional cash payment which exceeds the
Maximum Amount may be returned to the participant if the participant did not
obtain Archstone's prior approval pursuant to a Request for Waiver or if the
Threshold Price is not met, as described in Question 13. Any discount from
market prices at the time of the investment on Common Shares purchased under
the Plan (as described in Question 17) may create additional taxable income to
the participant, and commissions paid by Archstone in connection with the
reinvestment of distributions if the Common Shares are purchased in the open
market will be taxable income to the participant, as described under "Federal
Income Tax Considerations Relating to the Plan."
ELIGIBILITY AND PARTICIPATION
5. Who is eligible to become a participant?
Any person who has reached the age of majority in his or her state of
residence is eligible to participate in the Plan through optional cash
payments. In addition, any Shareholder who has reached the age of majority may
elect to participate in the distribution reinvestment portion of the Plan. If a
beneficial owner has Common Shares registered in a name other than his or her
own, such as that of a broker, bank or other nominee or trustee, the beneficial
owner may be able to arrange for that entity to handle the reinvestment of
distributions. Shareholders should consult directly with the entity holding
their Common Shares to determine if they can enroll in the Plan. If not, the
Shareholder should request his or her broker, bank or other nominee or trustee
to transfer some or all of the Common Shares into the beneficial owner's own
name in order to participate directly.
Shareholders who are citizens or residents of a country other than the United
States, its territories and possessions should make certain that their
participation does not violate local laws governing such things as taxes,
currency and exchange controls, share registration, foreign investments and
related matters.
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6. How does an eligible person become a participant?
An eligible person may elect to become a participant in the Plan at any time,
subject to Archstone's right to modify, suspend, terminate or refuse
participation in the Plan. To become a participant, complete an Authorization
Form and mail it to the Agent in care of ChaseMellon Shareholder Services, P.O.
Box 3338, South Hackensack, New Jersey 07606-1938. Authorization Forms may be
requested by calling, toll free, 1-800-842-7629.
7. What does the Authorization Form provide?
The Authorization Form authorizes the Agent to apply any optional cash
payments made by the participant and/or distributions received on Common Shares
registered in the participant's name, less applicable fees, to the purchase of
Common Shares for the participant's account under the Plan. The Authorization
Form offers the following investment options:
. Full distribution reinvestment. To reinvest automatically all cash
distributions received on all Common Shares registered in the
participant's name (subject to the Distribution Limit).
. Partial distribution reinvestment. To reinvest automatically only the
cash distributions received on a specified number of Common Shares
registered in the participant's name (subject to the Distribution Limit)
and to receive distributions on any remaining Common Shares in cash.
. Optional cash payments. To make optional cash payments of not less than
the Minimum Amount (initially $200) nor more than the Maximum Amount
(initially $5,000) per month to purchase Common Shares.
In addition, the Authorization Form provides participants with the option of
depositing certificates for Common Shares with the Agent for safe-keeping, as
described in Question 24. Finally, the Authorization Form provides that a
participant may make optional cash payments by automatic debit from the
participant's bank account.
A participant may change his or her election by completing and signing a new
Authorization Form and returning it to the Agent. Any election or change of
election concerning the reinvestment of distributions must be received by the
Agent at least one Trading Day prior to the record date for the distribution
payment in order for the election or change to become effective with that
distribution. (A "Trading Day" means a day on which the NYSE is open for
business.) If a participant signs and returns an Authorization Form without
checking a desired option, or checks a partial distribution reinvestment option
without specifying a number of shares, the participant will be deemed to have
selected the full distribution reinvestment option (subject to the Distribution
Limit).
Regardless of which method of participation is selected, all cash
distributions paid on whole or fractional Common Shares purchased pursuant to
the Plan (other than Common Shares purchased pursuant to Requests for Waiver,
unless the participant has elected to reinvest distributions received on those
Common Shares) will be reinvested automatically (subject to the Distribution
Limit).
REINVESTMENT OF DISTRIBUTIONS
8. When will distributions be reinvested?
If a properly completed Authorization Form specifying "full distribution
reinvestment" or "partial distribution reinvestment" is received by the Agent
at least one Trading Day prior to the record date established for a particular
distribution payment, reinvestment of distributions will begin with that
distribution payment. If the Authorization Form is received after one Trading
Day prior to the record date established for a particular distribution payment,
that distribution will be paid in cash and reinvestment of distributions will
not begin until the next succeeding distribution payment. A distribution record
date normally precedes the payment of
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distributions by approximately two weeks. A schedule of the anticipated record
dates for the 1999 distribution payments is set forth on Appendix A, subject to
change at Archstone's discretion. (For future periods, Archstone will provide
participants notice of the relevant record dates.)
9. What limitations apply to reinvestment of distributions?
Reinvestment of distributions is subject to a maximum quarterly Distribution
Limit of the number of Common Shares on which dividends may be reinvested
(initially 300,000 Common Shares), which may be changed at any time in
Archstone's sole discretion. For purposes of this limitation, all Plan accounts
under common control or management of a participant will be aggregated. In
addition, participants may not acquire more than 9.8% of the outstanding Common
Shares and preferred shares of beneficial interest of Archstone, as described
in Question 39. Reinvestment of distributions in excess of the Distribution
Limit may be made by a participant only with Archstone's prior approval. This
approval must be obtained each quarter prior to the relevant record date.
Participants interested in investing distributions in excess of the
Distribution Limit should contact Archstone's Share Purchase Plan
Representative at (303) 709-5959.
OPTIONAL CASH PAYMENTS
10. Who is eligible to make optional cash payments?
Any person who has submitted a signed Authorization Form is eligible to make
optional cash payments, whether or not the person is already a Shareholder,
subject to Archstone's right to modify, suspend, terminate or refuse
participation in the Plan. Shareholders may make optional cash payments whether
or not they have also elected to reinvest distributions received on Common
Shares registered in their name.
11. How does the optional cash payment option work?
Each participant may purchase additional Common Shares by sending optional
cash payments to the Agent at any time and the amount of each cash payment may
vary. Participants have no obligation to make any cash payments. Participants
may make an optional cash payment by sending to the Agent (i) a check or money
order made payable to Chase Manhattan Bank or an authorization to debit the
participant's bank account or, if the optional cash payment is being made
pursuant to a Request for Waiver which has been granted by Archstone, a wire
transfer to the account of the Agent, as specified in the Request for Waiver,
and (ii) if the participant is enrolling, a completed Authorization Form or, if
the participant is already enrolled, an Optional Cash Payment Form, which will
be attached to each statement of account sent to the participant.
The Agent will apply any optional cash payments received from a participant
before the close of business on the Trading Day prior to the beginning of the
relevant Investment Period to the purchase of Common Shares for the account of
the participant, as described in Question 12.
Optional cash payments must be in United States dollars. Do not send cash.
All checks for optional cash payments in excess of the Maximum Amount pursuant
to a Request for Waiver which has been granted by Archstone will not be
invested until the funds have been collected. Checks not drawn on a United
States bank are subject to collection fees and will not be invested until the
funds have been collected.
12. When will optional cash payments received by the Agent be invested?
Common Shares to be purchased by the Agent directly from Archstone pursuant
to optional cash payments will be purchased on an "Investment Date." The
"Investment Period" is a period of ten Trading Days, where, in the case of
optional cash payments not exceeding the Maximum Amount, the last Trading Day
of the Investment Period is the Investment Date and where, in the case of
optional cash payments exceeding the Maximum Amount pursuant to a Request for
Waiver which has been granted by Archstone, each Trading Day
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of the Investment Period is an Investment Date. A schedule of the anticipated
Investment Period dates for 1999 and 2000 is set forth on Appendix A, subject
to change at Archstone's discretion. (For future periods, Archstone will
provide participants notice of the relevant dates.) Accordingly, for optional
cash payments not exceeding the Maximum Amount, the entire investment will be
made on the Investment Date which is the last Trading Day of the Investment
Period. For optional cash payments exceeding the Maximum Amount pursuant to a
Request for Waiver which has been granted by Archstone, 1/10 of the investment
will be made on each Investment Date of the Investment Period.
Common Shares to be purchased by the Agent on the open market or in
negotiated transactions with third parties pursuant to optional cash payments
will begin on the last Investment Date of the relevant Investment Period and
will be completed no later than 30 days after that date, except where
completion at a later date is necessary or advisable under any applicable
securities laws or regulations.
No interest will be paid on funds held by the Agent pending investment.
13. What limitations apply to optional cash payments?
Each optional cash payment is subject to a minimum calendar month purchase
limit of the Minimum Amount (initially $200) and a maximum calendar month
purchase limit of the Maximum Amount (initially $5,000), both of which may be
changed at any time in Archstone's sole discretion. For purposes of these
limitations, all Plan accounts under the common control or management of a
participant will be aggregated. Optional cash payments of less than the Minimum
Amount and the portion of any optional cash payment which exceeds the Maximum
Amount, unless that limit has been waived by Archstone pursuant to a Request
for Waiver, may be returned to the participant without interest. Participants
may make optional cash payments of up to the Maximum Amount each calendar month
without the prior approval of Archstone, subject to Archstone's right to
modify, suspend, terminate or refuse participation in the Plan in its sole
discretion.
Optional cash payments in excess of the Maximum Amount may be made by a
participant only upon acceptance by Archstone of a written Request for Waiver
by that participant. No pre-established maximum limit applies to optional cash
payments which may be made pursuant to a Request for Waiver; however,
participants may not acquire more than 9.8% of the outstanding Common Shares
and preferred shares of beneficial interest of Archstone, as described in
Question 39. Acceptance of a Request for Waiver with respect to the amount of
the optional cash payment must be obtained each calendar month before the
beginning of the relevant Investment Period. Participants interested in making
optional cash payments in excess of the Maximum Amount can obtain a Request for
Waiver by contacting Archstone's Share Purchase Plan Representative at (303)
708-5959, and completed Requests for Waivers should be mailed or faxed to:
Archstone Communities Trust, 7670 South Chester Street, Englewood, Colorado
80112, Fax: (303) 708-5999, Attention: Share Purchase Plan Representative.
A Request for Waiver will be considered on the basis of a variety of factors,
which may include: Archstone's current and projected capital requirements,
alternatives available to Archstone to meet those requirements, prevailing
market prices for the Common Shares and other securities of Archstone, general
economic and market conditions, expected aberrations in the price or trading
volume of Archstone's securities, the number of shares held by the participant
submitting the Request for Waiver, the aggregate amount of optional cash
payments for which Requests for Waiver have been submitted and the
administrative constraints associated with granting Requests for Waiver. In
addition to the considerations described above for evaluation of Requests for
Waiver, any request may be denied if Archstone believes the investor is making
excessive optional cash payments through multiple shareholder accounts, is
engaging in arbitrage activities such as "flipping" or is otherwise engaging in
activities under the Plan in a manner which is not in the best interest of
Archstone or which may cause the participant to be treated as an underwriter
under the federal securities laws. Persons who acquire Common Shares through
the Plan and resell them shortly after acquiring them, including coverage of
short positions, under certain circumstances, may be participating in a
distribution of securities which would
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require compliance with Regulation M under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and may be considered to be underwriters
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"). Archstone will not extend to any such person any rights or privileges
other than those to which it would be entitled as a participant in the Plan,
nor will Archstone enter into any agreement with any such person regarding that
person's purchase of those shares or any resale or distribution thereof. If
Requests for Waiver are submitted for any calendar month for an aggregate
amount in excess of the amount Archstone is willing to accept, Archstone may
honor those requests in order of receipt, pro rata or by any other method which
Archstone determines to be appropriate. Grants of Requests for Waivers will be
made in Archstone's sole discretion and may be revoked by Archstone in its sole
discretion at any time until the close of business on the Trading Day prior to
the beginning of the relevant Investment Period.
Unless it waives its right to do so, Archstone may establish from time to
time a minimum price (the "Threshold Price"), which applies only to the
investment of optional cash payments in excess of the Maximum Amount made
pursuant to a Request for Waiver. The Threshold Price will be a stated dollar
amount that the average of the high and low sale prices of the Common Shares on
the NYSE for each Trading Day of the Investment Period must equal or exceed. If
no sales occur on any Trading Day of an Investment Period, the average of the
high and low sale prices of the Common Shares on that Trading Day will be
assumed to be less than the Threshold Price. Archstone reserves the right to
change the Threshold Price at any time until the close of business on the third
Trading Day prior to the beginning of the Investment Period, as set forth on
Appendix A. The Threshold Price will be determined in Archstone's sole
discretion after a review of current market conditions and other relevant
factors.
If the Threshold Price is not satisfied for a Trading Day in the Investment
Period, then no investment will occur on that Investment Date. For each Trading
Day on which the Threshold Price is not satisfied, 1/10 of each optional cash
payment made by a participant pursuant to a Request for Waiver will be returned
to that participant, without interest, as soon as practicable after the end of
the relevant Investment Period. For example, if the Threshold Price is not
satisfied for two of the ten Trading Days in an Investment Period, 2/10 of each
participant's optional cash payment made pursuant to a Request for Waiver will
be returned to that participant by check (or by wire transfer, if payment was
received by wire transfer), without interest, as soon as practicable after the
end of the relevant Investment Period. The Agent expects to send payments
within five to ten Trading Days after the end of the relevant Investment
Period. This return procedure will apply only when shares are purchased by the
Agent directly from Archstone. Only optional cash payments in excess of the
Maximum Amount are affected by the return procedure and the Threshold Price
provision described above. All other optional cash payments will be made
without regard to the Threshold Price provision. For any Investment Period,
Archstone may waive its right to set a Threshold Price for optional cash
payments in excess of the Maximum Amount. Setting a Threshold Price for an
Investment Period will not affect the setting of a Threshold Price for any
subsequent Investment Period. Participants may obtain the Threshold Price
applicable to the next Investment Period by telephoning Archstone's Share
Purchase Plan Representative at (303) 708-5959.
14. May optional cash payments be returned to a participant?
Optional cash payments received by the Agent will be returned to a
participant upon written request received by the Agent before the close of
business on the Trading Day prior to the beginning of the Investment Period.
Optional cash payments of less than the Minimum Amount (initially $200) may be
returned by check, without interest, as soon as practicable after the end of
the relevant Investment Period. Additionally, the portion of each optional cash
payment which exceeds the Maximum Amount (initially $5,000) may be returned by
check (or by wire transfer, if payment was received by wire transfer), without
interest, as soon as practicable after the end of the relevant Investment
Period if a Request for Waiver is not granted or is revoked or if the relevant
Threshold Price is not met, as described in Question 13. Each optional cash
payment may be returned to the participant in certain other circumstances, as
described in Question 13.
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PURCHASES
15. What is the source of Common Shares purchased under the Plan?
Purchases of Common Shares by the Agent for the Plan may be made, at
Archstone's option, either (i) directly from Archstone out of its authorized
but unissued Common Shares or (ii) in the open market or in negotiated
transactions with third parties. Initially, Archstone anticipates that the
Common Shares will be purchased by the Agent for the Plan directly from
Archstone, but this may change from time to time at Archstone's election.
16. When will Common Shares be purchased for a participant's account?
Purchases of Common Shares directly from Archstone will be made on the
relevant distribution payment date or on the relevant Investment Date or Dates.
Purchases in the open market will begin on the relevant distribution payment
date or on the last Investment Date of the relevant Investment Period and will
be completed no later than 30 days after that date, except where completion at
a later date is necessary or advisable under any applicable securities laws or
regulations. The exact timing of open market purchases, including determining
the number of Common Shares, if any, to be purchased on any day or at any time
on that day, the prices paid for those Common Shares, the markets on which the
purchases are made and the persons (including brokers and dealers) from or
through which the purchases are made, will be determined by the Agent or the
broker selected by it for that purpose. Neither Archstone nor the Agent will be
liable when conditions, including compliance with the rules and regulations of
the Securities and Exchange Commission (the "Commission"), prevent the purchase
of Common Shares or interfere with the timing of the purchases. The Agent may
purchase Common Shares in advance of a distribution payment date or Investment
Date for settlement on or after that date.
Notwithstanding the above, funds will be returned to participants if not used
to purchase Common Shares (i) within 35 days of receipt of optional cash
payments or (ii) within 30 days of the distribution payment date for
distribution reinvestments.
In making purchases for a participant's account, the Agent may commingle the
participant's funds with those of other participants in the Plan.
17. What is the purchase price of Common Shares purchased by participants under
the Plan?
When Common Shares are purchased directly from Archstone, there are three
types of discounts which may be available to participants. First, Common Shares
purchased directly from Archstone under the Plan in connection with the
reinvestment of distributions may be purchased at a discount of 0% to 5% (the
"Distribution Reinvestment Discount") from the average of the high and low sale
prices of the Common Shares on the NYSE on the distribution payment date, as
set forth on Appendix A.
Second, Common Shares purchased directly from Archstone under the Plan in
connection with optional cash payments of not more than the Maximum Amount
(initially $5,000) per month may be purchased at a discount of 0% to 5% (the
"Optional Cash Payment Discount") from the average of the high and low sale
prices of the Common Shares on the NYSE on the relevant Investment Date.
Third, Archstone may establish a different discount, ranging from 0% to 5%
(the "Waiver Discount") from the average of the daily high and low sale prices
of the Common Shares on the NYSE for each of the ten Investment Dates of the
relevant Investment Period, regarding Common Shares purchased directly from
Archstone in connection with optional cash payments exceeding the Maximum
Amount and approved by Archstone pursuant to a Request for Waiver, as described
in Question 13.
The Distribution Reinvestment Discount, the Optional Cash Payment Discount
and the Waiver Discount, if any, are subject to change from time to time or
discontinuance in Archstone's sole discretion, without prior notice to
participants, at any time before the close of business on the third Trading Day
prior to the distribution payment
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date or the beginning of the Investment Period, as set forth on Appendix A.
Participants may obtain the Distribution Reinvestment Discount and the Optional
Cash Payment Discount applicable to the next distribution payment date or
Investment Period by telephoning ChaseMellon Shareholder Services at 1-800-461-
9257. Participants may obtain the Waiver Discount applicable to the next
Investment Period by telephoning Archstone's Share Purchase Plan Representative
at (303) 708-5959.
Archstone may change its determination that Common Shares will be purchased
by the Agent directly from Archstone and instead determine that Common Shares
will be purchased by the Agent in the open market or in negotiated
transactions, without prior notice to participants. The price of Common Shares
purchased in the open market or in negotiated transactions with third parties
with either reinvested cash distributions or optional cash payments will be the
weighted-average cost (including any trading fees or commissions with respect
to Common Shares purchased pursuant to optional cash payments) for all Common
Shares purchased under the Plan in connection with the relevant distribution
payment date or Investment Period.
18. How many Common Shares will be purchased for a participant?
The number of Common Shares to be purchased for a participant's account as of
any distribution payment date or Investment Date will be equal to the total
dollar amount to be invested for the participant, less any applicable fees,
divided by the applicable purchase price computed to the fourth decimal place.
For a participant who has elected to reinvest distributions received on Common
Shares registered in his or her name, the total dollar amount to be invested as
of any distribution payment date will be the sum (subject to the Distribution
Limit) of all or the specified portion of the cash distributions received on
Common Shares registered in the participant's own name and all cash
distributions received on Common Shares previously purchased by the participant
under the Plan (other than Common Shares purchased pursuant to Requests for
Waiver, unless the participant has elected to reinvest distributions received
on those Common Shares).
The amount to be invested for a participant with reinvested cash
distributions will also be reduced by any amount Archstone is required to
deduct for Federal tax withholding purposes.
PLAN ADMINISTRATION
19. Who administers the Plan?
The Chase Manhattan Bank, as Agent for the participants, administers the
Plan, keeps records, sends statements of account to participants and performs
other duties relating the Plan. All costs of administering the Plan are paid by
Archstone, except as provided in this Prospectus.
The following address may be used to obtain information about the Plan:
ChaseMellon Shareholder Services, P.O. Box 3338, South Hackensack, New Jersey
07606-1938 or call, toll free, 1-800-461-9257.
20. What reports are sent to participants in the Plan?
After an investment is made for a participant's Plan account, whether by
reinvestment of distributions or by optional cash payment, the participant will
be sent a statement which will provide a record of the costs of the Common
Shares purchased for that account, the purchase date and the number of Common
Shares in that account. These statements should be retained for income tax
purposes. In addition, each participant will be sent information sent to every
holder of Common Shares, including Archstone's annual report, notice of annual
meeting and proxy statement and income tax information for reporting
distributions received.
All reports and notices from the Agent to a participant will be addressed to
the participant's last known address. Participants should notify the Agent
promptly in writing of any change of address.
21. What is the responsibility of Archstone and the Agent under the Plan?
Archstone and the Agent, in administering the Plan, are not liable for any
act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability (i) with respect to the prices and
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times at which Common Shares are purchased or sold for a participant, (ii) with
respect to any fluctuation in market value before or after any purchase or sale
of Common Shares or (iii) arising out of any failure to terminate a
participant's account upon that participant's death prior to receipt by the
Agent of notice in writing of the death. Neither Archstone nor the Agent can
provide any assurance of a profit, or protect a participant from a loss, on
Common Shares purchased under the Plan. These limitations of liability do not
affect any liabilities arising under the Federal securities laws, including the
Securities Act.
The Agent may resign as administrator of the Plan at any time, in which case
Archstone will appoint a successor administrator. In addition, Archstone may
replace the Agent with a successor administrator at any time.
COMMON SHARE CERTIFICATES
22. Are certificates issued to participants for Common Shares purchased under
the Plan?
A certificate for any number of whole Common Shares purchased by a
participant under the Plan or deposited with the Agent for safe-keeping will be
issued to the participant upon written request by the participant to the Agent.
These requests will be handled by the Agent, normally within two weeks, at no
charge to the participant. Any remaining whole Common Shares and any fractional
Common Shares will continue to be held in the participant's Plan account.
Certificates for fractional Common Shares will not be issued under any
circumstances.
23. What is the effect on a participant's Plan account if a participant
requests a certificate for whole Common Shares held in the account?
If a participant requests a certificate for whole Common Shares held in his
or her account, distributions on those Common Shares will continue to be
reinvested under the Plan in the same manner as prior to the request so long as
the Common Shares remain registered in the participant's name (subject to the
Distribution Limit).
24. May Common Shares held in certificate form be deposited in a participant's
Plan account?
Yes, whether or not the participant has previously authorized reinvestment of
distributions, certificates registered in the participant's name may be
surrendered to the Agent for deposit in the participant's Plan account. All
distributions on any Common Shares evidenced by certificates deposited in
accordance with the Plan will automatically be reinvested (subject to the
Distribution Limit). The participant should contact the Agent for the proper
procedure to deposit certificates.
WITHDRAWAL FROM THE PLAN
25. May a participant withdraw from the Plan?
Yes, by providing written notice instructing the Agent to terminate the
participant's Plan account.
26. What happens when a participant terminates an account?
If a participant's notice of termination is received by the Agent at least
five Trading Days prior to the record date for the next distribution payment,
reinvestment of distributions will cease as of the date notice of termination
is received by the Agent. If the notice of termination is received later than
five Trading Days prior to the record date for a distribution payment, the
termination may not become effective until after the reinvestment of any
distributions on that distribution payment date. Optional cash payments can be
refunded if the written notice of termination is received by the Agent at least
one Trading Day prior to the beginning of the relevant Investment Period.
As soon as practicable after notice of termination is received, the Agent
will send to the participant (i) a certificate for all whole Common Shares held
in the account and (ii) a check representing any uninvested optional
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cash payments remaining in the account and the value of any fractional Common
Shares held in the account. After an account is terminated, all distributions
for the terminated account will be paid to the participant unless the
participant re-elects to participate in the Plan.
When terminating an account, the participant may request that all Common
Shares, both whole and fractional, held in the Plan account be sold, or that
certain of the Common Shares be sold and a certificate be issued for the
remaining Common Shares. The Agent will remit to the participant the proceeds
of any sale of Common Shares, less any related trading fees, transfer tax or
other fees incurred by the Agent allocable to the sale of those Common Shares.
27. When may a former participant re-elect to participate in the Plan?
Generally, any former participant may re-elect to participate at any time.
However, the Agent reserves the right to reject any Authorization Form on the
grounds of excessive joining and withdrawing. This reservation is intended to
minimize unnecessary administrative expense and to encourage use of the Plan as
a long-term investment service.
SALE OF COMMON SHARES
28. May a participant request that Common Shares held in a Plan account be
sold?
Yes, a participant may request that all or any number of Common Shares held
in a Plan account be sold, either when an account is being terminated, as
described in Question 26, or without terminating the account. However,
fractional Common Shares will not be sold unless all Common Shares held in the
account are sold.
Within seven days after receipt of a participant's written request to sell
Common Shares held in a Plan account, the Agent will place a sell order through
a broker or dealer designated by the Agent. The participant will receive the
proceeds of the sale, less any trading fees, transfer tax or other fees
incurred by the Agent allocable to the sale of those Common Shares. No
participant will have the authority or power to direct the date or price at
which Common Shares may be sold. Proceeds of the sale will be forwarded by the
Agent to the participant within 30 days after receipt of the participant's
request to sell.
29. What happens when a participant sells or transfers all Common Shares
registered in the participant's name?
Once a Shareholder becomes a participant in the Plan, the Shareholder may
remain a participant even if the participant thereafter disposes of all Common
Shares registered in the participant's name. If a participant disposes of all
Common Shares registered in the participant's name, the participant may
continue to make optional cash payments, and the Agent will continue to
reinvest the distributions on the Common Shares purchased under the Plan (other
than Common Shares purchased pursuant to Requests for Waiver, unless the
participant has elected to reinvest distributions received on those Common
Shares), unless the participant notifies the Agent that he or she wishes to
terminate the account.
OTHER INFORMATION
30. May Common Shares held in the Plan be pledged or transferred?
Common Shares held in the Plan may not be pledged, sold or otherwise
transferred, and any such purported pledge or sale will be void. A participant
who wishes to pledge, sell or transfer Common Shares must request that a
certificate for those Common Shares first be issued in the participant's name.
31. What happens if Archstone authorizes a share distribution or splits its
shares?
If there is a distribution payable in Common Shares or a Common Share split,
the Agent will receive and credit to the participant's Plan account the
applicable number of whole and/or fractional Common Shares based on the number
of Common Shares held in the participant's Plan account.
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32. What happens if Archstone has a rights offering?
If Archstone has a rights offering in which separately tradeable and
exercisable rights are issued to registered holders of Common Shares, the
rights attributable to whole Common Shares held in a participant's Plan account
will be transferred to the Plan participant as promptly as practicable after
the rights are issued.
33. How are the participant's Common Shares voted at shareholder meetings?
Common Shares held for a participant in the Plan will be voted at shareholder
meetings as that participant directs. Participants will receive proxy materials
from Archstone. Common Shares held in a participant's Plan account may also be
voted in person at the meeting.
34. May the Plan be suspended or terminated?
While Archstone expects to continue the Plan indefinitely, Archstone may
suspend or terminate the Plan at any time. Archstone also reserves the right to
modify, suspend, terminate or refuse participation in the Plan to any person at
any time, as described in Question 13. Archstone may modify, suspend, terminate
or refuse participation in the Plan to any person at any time, if
participation, or any increase in the number of Common Shares held by that
person, would, in the opinion of the Board of Trustees of Archstone, jeopardize
the status of Archstone as a REIT.
35. May the Plan be amended?
The Plan may be amended or supplemented by Archstone at any time. Any
amendment or supplement will only be effective upon mailing appropriate written
notice at least 30 days prior to the effective date thereof to each
participant. Written notice is not required when an amendment or supplement is
necessary or appropriate to comply with the rules or policies of the
Commission, the Internal Revenue Service or other regulatory authority or law,
or when an amendment or supplement does not materially affect the rights of
participants. The amendment or supplement will be deemed to be accepted by a
participant unless prior to the effective date thereof, the Agent receives
written notice of the termination of a participant's Plan account. Any
amendment may include an appointment by the Agent or by Archstone of a
successor bank or agent, in which event Archstone is authorized to pay that
successor bank or agent for the account of the participant all distributions
and distributions payable on Common Shares held by the participant for
application by that successor bank or agent as provided in the Plan.
36. What happens if the Plan is terminated?
If the Plan is terminated, each participant will receive (i) a certificate
for all whole Common Shares held in the participant's Plan account and (ii) a
check representing the value of any fractional Common Shares held in the
participant's Plan account and any uninvested distributions or optional cash
payments held in the account.
37. Who interprets and regulates the Plan?
Archstone is authorized to issue such interpretations, adopt such regulations
and take such action as it may deem reasonably necessary to effectuate the
Plan. Any action to effectuate the Plan taken by Archstone or the Agent in the
good faith exercise of its judgment will be binding on participants.
38. What law governs the Plan?
The terms and conditions of the Plan and its operation will be governed by
the laws of the State of Maryland.
39. How does the Ownership Limit set forth in Archstone's Amended and Restated
Declaration of Trust affect purchases of Common Shares under the Plan?
Subject to certain exceptions specified in Archstone's Amended and Restated
Declaration of Trust, as amended and supplemented (the "Declaration of Trust"),
no shareholder may own, or be deemed to own, more
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than 9.8% (the "Ownership Limit") of the number or value of Archstone's
outstanding Common Shares and preferred shares of beneficial interest. To the
extent any reinvestment of distributions elected by a Shareholder or
investment of an optional cash payment would cause any Shareholder, or any
other person, to exceed the Ownership Limit or otherwise violate Archstone's
Declaration of Trust, the reinvestment or investment, as the case may be, will
be void ab initio, and the Shareholder will be entitled to receive cash
distributions or a refund of his or her optional cash payment (each without
interest) in lieu of the reinvestment or investment.
FEDERAL INCOME TAX CONSIDERATIONS RELATING TO THE PLAN
Participants are encouraged to consult their personal tax advisors with
specific reference to their own tax situations and potential changes in the
applicable law as to all federal, state, local, foreign and other tax matters
in connection with the reinvestment of distributions and purchase of Common
Shares under the Plan, the participant's tax basis and holding period for
Common Shares acquired under the Plan and the character, amount and tax
treatment of any gain or loss realized on the disposition of Common Shares.
The following is a brief summary of the material federal income tax
considerations applicable to the Plan, is for general information only, and is
not tax advice.
Tax Consequences of Distribution Reinvestment
In the case of Common Shares purchased by the Agent from Archstone, a
participant will be treated for federal income tax purposes as having received
a distribution equal to the fair market value, as of the Investment Date, of
the Common Shares purchased with reinvested distributions. The 0% to 5%
discount will be treated as being part of the distribution received. With
respect to Common Shares purchased by the Agent in open market transactions or
in negotiated transactions with third parties, the Internal Revenue Service
has indicated in somewhat similar situations that the amount of distribution
received by a participant would include the fair market value of the Common
Shares purchased with reinvested distributions and a pro rata share of any
brokerage commission or other related charges paid by Archstone in connection
with the Agent's purchase of the Common Shares on behalf of the participant.
As in the case of nonreinvested cash distributions, the distributions
described above will constitute taxable "distribution" income to participants
to the extent of Archstone's current and accumulated earnings and profits
allocable to the distributions and any excess distributions will constitute a
return of capital which reduces the basis of a participant's Common Shares or
results in gain to the extent that excess distribution exceeds the
participant's tax basis in his or her Common Shares. In addition, if Archstone
designates part or all of its distributions as capital gain distributions,
those designated amounts would be treated by a participant as long-term
capital gains.
A participant's tax basis in his or her Common Shares acquired under the
Plan will generally equal the total amount of distributions a participant is
treated as receiving, as described above. A participant's holding period in
his or her Common Shares generally begins on the day following the date on
which the Common Shares are credited to the participant's Plan account.
Tax Consequences of Optional Cash Payments
The Internal Revenue Service has indicated in somewhat similar situations
that a participant who makes an optional cash purchase of Common Shares under
the Plan will be treated as having received a distribution equal to the
excess, if any, of the fair market value on the Investment Date of the Common
Shares over the amount of the optional cash payment made by the participant.
Also, if the Common Shares are acquired by the Agent in an open market
transaction or in a negotiated transaction with third parties, then the
Internal Revenue Service may assert that a participant will be treated as
receiving a distribution equal to a pro rata share of any brokerage commission
or other related charges paid by Archstone on behalf of the participant. The
Plan currently does not provide that Archstone will pay such amounts for
purchase of Common Shares with optional cash payments, but Archstone will pay
such amounts in connection with the reinvestment of distributions. Any
distributions which the Participant is treated as receiving, including the 0%
to 5% discount would be taxable income or gain or reduce basis in Common
Shares, or some combination thereof, under the rules described above.
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In Private Letter Ruling 9837008, the Internal Revenue Service held that a
shareholder who participated in both the dividend reinvestment and stock
purchase aspects of a dividend reinvestment and cash option purchase plan
offered by a REIT under which stock could be acquired at a discount, would be
treated in the case of a cash option purchase as having received at the time
of the purchase a distribution from the REIT of the discount amount which was
taxable to the shareholder in the manner described above, but a shareholder
who participated solely in the cash purchase part of the plan would not be
treated as having received a distribution of the discount amount and,
therefore, would realize no income upon purchase attributable to the discount.
In addition, the Internal Revenue Service held that a shareholder that
participated solely in the dividend reinvestment part of the plan would be
treated as having received the fair market value of the shares received plus
any fee or commission that is paid by the company to acquire such shares.
Although not specifically discussed in the ruling, it seems likely that even
if the only dividends reinvested in stock by a shareholder who participated in
the cash purchase part of the plan were dividends on the stock which the
shareholder had purchased under the plan, the Internal Revenue Service would
have concluded that the shareholder should be treated as receiving a
distribution equal to the discount on the purchased shares which was taxable
in the manner described above. Private letter rulings are not considered
precedent by the Internal Revenue Service and no assurance can be given that
the Internal Revenue Service would take this position with respect to other
transactions, including those under the Plan.
A participant's tax basis in his or her Common Shares acquired through an
optional cash purchase under the Plan will generally equal the total amount of
distributions a participant is treated as receiving, as described above, plus
the amount of the optional cash payment. A participant's holding period for
Common Shares purchased under the Plan generally will begin on the day
following the date on which Common Shares are credited to the participant's
Plan account.
In addition, all cash distributions paid with respect to all Common Shares
credited to a participant's Plan account will be reinvested automatically. In
that regard, see "Tax Consequences of Distribution Reinvestment" above.
Backup Withholding and Administrative Expenses
In general, any distribution reinvested under the Plan is not subject to
federal income tax withholding. Archstone or the Agent may be required,
however, to deduct as "backup withholding" thirty-one percent (31%) of all
distributions paid to any Shareholder, regardless of whether those
distributions are reinvested pursuant to the Plan. Similarly, the Agent may be
required to deduct backup withholding from all proceeds of sales of Common
Shares held in a Plan account. A participant is subject to backup withholding
if: (1) the participant has failed to properly furnish Archstone and the Agent
with his or her correct identification number ("TIN"); (2) the Internal
Revenue Service notifies Archstone or the Agent that the TIN furnished by the
participant is incorrect; (3) the Internal Revenue Service notifies Archstone
or the Agent that backup withholding should be commenced because the
participant failed to report properly distributions paid to him or her; or (4)
when required to do so, the participant fails to certify, under penalties of
perjury, that the participant is not subject to backup withholding. Backup
withholding amounts will be withheld from distributions before those
distributions are reinvested under the Plan. Therefore, distributions to be
reinvested under the Plan by participants who are subject to backup
withholding will be reduced by the backup withholding amount. The withheld
amounts constitute a credit on the participant's income tax return.
While the matter is not free from doubt, based on Private Letter Ruling
9837008, Archstone intends to take the position that administrative expenses
of the Plan paid by Archstone are not constructive distributions to
participants.
Tax Consequences of Dispositions
A participant may recognize a gain or loss upon receipt of a cash payment
for a fractional Common Share credited to a Plan account or when the Common
Shares held in an account are sold at the request of the participant. A gain
or loss may also be recognized upon a participant's disposition of Common
Shares received
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from the Plan. The amount of any such gain or loss will be the difference
between the amount realized, generally the amount of cash received, for the
whole or fractional Common Shares and the tax basis of those Common Shares.
Generally, gain or loss recognized on the disposition of Common Shares
acquired under the Plan will be treated for federal income tax purposes as a
capital gain or loss.
FEDERAL INCOME TAX CONSIDERATIONS RELATING
TO ARCHSTONE'S TREATMENT AS A REIT
Archstone intends to operate in a manner which permits it to satisfy the
requirements for taxation as a REIT under the applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Code"). No assurance can be
given however, that these requirements will be met. The following is a
description of the federal income tax consequences to Archstone and its
shareholders of the treatment of Archstone as a REIT. Since these provisions
are highly technical and complex, each prospective purchaser of the Offered
Securities is urged to consult his or her own tax advisor with respect to the
federal, state, local, foreign and other tax consequences of the purchase,
ownership and disposition of the Offered Securities.
Based on certain representations of Archstone with respect to the facts as
set forth and explained in the discussion below, in the opinion of Mayer,
Brown & Platt, counsel to Archstone, Archstone has been organized in
conformity with the requirements for qualification as a REIT, and its proposed
method of operation described in this Prospectus and as represented by
management will enable it to satisfy the requirements for that qualification.
This opinion is conditioned on certain representations made by Archstone as
to certain factual matters relating to Archstone's organization and intended
or expected manner of operation. In addition, this opinion is based on the law
existing and in effect on the date hereof. Archstone's qualification and
taxation as a REIT will depend on Archstone's ability to meet on a continuing
basis, through actual operating results, asset composition, distribution
levels and diversity of stock ownership, the various qualification tests
imposed under the Code discussed below. Mayer, Brown & Platt will not review
compliance with these tests on a continuing basis. No assurance can be given
that Archstone will satisfy these tests on a continuing basis.
In brief, if certain detailed conditions imposed by the REIT provision of
the Code are met, entities such as Archstone, which invest primarily in real
estate and that otherwise would be treated for federal income tax purposes as
corporations, are generally not taxed at the corporate level on their "REIT
taxable income" that is currently distributed to shareholders. This treatment
substantially eliminates the "double taxation" (at both the corporate and
shareholder levels) that generally results from the use of corporations.
However, as discussed in greater detail below, such an entity remains subject
to tax in certain circumstances even if it qualifies as a REIT.
If Archstone fails to qualify as a REIT in any year, however, it will be
subject to federal income taxation as if it were a domestic corporation, and
its shareholders will be taxed in the same manner as shareholders of ordinary
corporations. In this event, Archstone could be subject to potentially
significant tax liabilities, and therefore the amount of cash available for
distribution to its shareholders would be reduced or eliminated.
The Board believes that Archstone has been organized and operated and
currently intends that Archstone will continue to operate in a manner which
permits it to qualify as a REIT. There can be no assurance, however, that this
expectation will be fulfilled, since qualification as a REIT depends on
Archstone continuing to satisfy numerous asset, income and distribution tests
described below, which in turn will be dependent in part on Archstone's
operating results.
The following summary is based on the Code, its legislative history,
administrative pronouncements, judicial decisions and Treasury regulations,
subsequent changes to any of which may affect tax consequences described
herein, possibly on a retroactive basis. The following summary is not
exhaustive of all possible tax considerations and does not give a detailed
discussion of any state, local, or foreign tax considerations, nor does
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it discuss all of the aspects of federal income taxation which may be relevant
to a prospective shareholder in light of his or her particular circumstances
or to certain types of shareholders (including insurance companies, tax-exempt
entities, financial institutions or broker-dealers, foreign corporations and
persons who are not citizens or residents of the United States) subject to
special treatment under the federal income tax laws.
Taxation of Archstone
General
In any year in which Archstone qualifies as a REIT, in general it will not
be subject to federal income tax on that portion of its REIT taxable income or
capital gain which is distributed to shareholders. Archstone may, however, be
subject to tax at normal corporate rates upon any taxable income or capital
gain not distributed. Under recently enacted legislation, to the extent that
Archstone elects to retain and pay income tax on its net long-term capital
gain, shareholders are required to include their proportionate share of
Archstone's undistributed long-term capital gain in income but receive a
credit for their share of any taxes paid on such gain by Archstone.
Notwithstanding its qualification as a REIT, Archstone may also be subject
to taxation in other circumstances. If Archstone should fail to satisfy either
the 75% or the 95% gross income test (as discussed below), and nonetheless
maintains its qualification as a REIT because other requirements are met, it
will be subject to a 100% tax on the greater of the amount by which Archstone
fails to satisfy either the 75% test or the 95% test, multiplied by a fraction
intended to reflect Archstone's profitability. Archstone will also be subject
to a tax of 100% on net income from any "prohibited transaction," as described
below, and if Archstone has net income from the sale or other disposition of
"foreclosure property" which is held primarily for sale to customers in the
ordinary course of business or other non-qualifying income from foreclosure
property, it will be subject to tax on such income from foreclosure property
at the highest corporate rate. In addition, if Archstone should fail to
distribute during each calendar year at least the sum of:
(1) 85% of its REIT ordinary income for such year;
(2) 95% of its REIT capital gain net income for such year, other than
capital gains Archstone elects to retain and pay tax on as described below;
and
(3) any undistributed taxable income from prior years,
Archstone would be subject to a 4% excise tax on the excess of such required
distribution over the amounts actually distributed.
To the extent that Archstone elects to retain and pay income tax on its
long-term capital gain, such retained amounts will be treated as having been
distributed for purposes of the 4% excise tax. Archstone may also be subject
to the corporate "alternate minimum tax", as well as tax in various situations
and on some types of transactions not presently contemplated. Archstone will
use the calendar year both for federal income tax purposes and for financial
reporting purposes.
In order to qualify as a REIT, Archstone must meet, among others, the
following requirements:
Share Ownership Test
Archstone's shares of stock must be held by a minimum of 100 persons for at
least 335 days in each taxable year (or a proportional number of days in any
short taxable year). In addition, at all times during the second half of each
taxable year, no more than 50% in value of the stock of Archstone may be
owned, directly or indirectly and by applying certain constructive ownership
rules, by five or fewer individuals, which for this purpose includes certain
tax-exempt entities. Any stock held by a qualified domestic pension or other
retirement trust will be treated as held directly by its beneficiaries in
proportion to their actuarial interest in that trust rather than by that
trust. Pursuant to the constructive ownership rules, Security Capital's
ownership of shares is attributed to its shareholders for purposes of the 50%
test. If Archstone complies with the Treasury regulations for ascertaining its
actual ownership and did not know, or exercising reasonable diligence would
not have reason to
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know, that more than 50% in value of its outstanding shares of stock were
held, actually or constructively, by five or fewer individuals, then Archstone
will be treated as meeting that requirement.
In order to ensure compliance with the 50% test, Archstone has placed
certain restrictions on the transfer of shares of its stock to prevent
additional concentration of ownership. Moreover, to evidence compliance with
these requirements under Treasury regulations, Archstone must maintain records
which disclose the actual ownership of its outstanding shares of stock and
such regulations impose penalties against Archstone for failing to do so. In
fulfilling its obligations to maintain records, Archstone must and will demand
written statements each year from the record holders of designated percentages
of shares of its stock disclosing the actual owners of those shares as
prescribed by Treasury regulations. A list of those persons failing or
refusing to comply with this demand must be maintained as a part of
Archstone's records. A shareholder failing or refusing to comply with
Archstone's written demand must submit with his or her tax returns a similar
statement disclosing the actual ownership of shares of Archstone's stock and
other information. In addition, Archstone's Declaration of Trust provides
restrictions regarding the transfer of shares of its stock which are intended
to assist Archstone in continuing to satisfy the share ownership requirements.
See "Description of the Plan, Question 39". Archstone intends to enforce the
9.8% limitation on ownership of shares of its stock to assure that its
qualification as a REIT will not be compromised.
Asset Tests
At the close of each quarter of Archstone's taxable year, Archstone must
satisfy tests relating to the nature of its assets determined in accordance
with generally accepted accounting principles. First, at least 75% of the
value of Archstone's total assets must be represented by interests in real
property, interests in mortgages on real property, shares in other REITs,
cash, cash items, and government securities, and qualified temporary
investments. Second, although the remaining 25% of Archstone's assets
generally may be invested without restriction, securities in this class may
not exceed either, in the case of securities of any nongovernment issuer, 5%
of the value of Archstone's total assets, or 10% of the outstanding voting
securities of any one issuer. Where Archstone invests in a partnership, it
will be deemed to own a proportionate share of the partnership's assets.
Gross income tests
There are two separate percentage tests relating to the sources of
Archstone's gross income which must be satisfied for each taxable year. For
purposes of these tests, where Archstone invests in a partnership, Archstone
will be treated as receiving its share of the income and loss of the
partnership, and the gross income of the partnership will retain the same
character in the hands of Archstone as it has in the hands of the partnership.
1. The 75% test. At least 75% of Archstone's gross income for the taxable
year must be "qualifying income." Qualifying income generally includes:
(1) rents from real property, except as modified below;
(2) interest on obligations collateralized by mortgages on, or interests
in, real property;
(3) gains from the sale or other disposition of "dealer property," which
means interests in real property and real estate mortgages, other than gain
from property held primarily for sale to customers in the ordinary course
of Archstone's trade or business;
(4) dividends or other distributions on shares in other REITs, as well as
gain from the sale of such shares;
(5) abatements and refunds of real property taxes;
(6) income from the operation, and gain from the sale, of "foreclosure
property," which means property acquired at or in lieu of a foreclosure of
the mortgage collateralized by such property;
(7) commitment fees received for agreeing to make loans collateralized by
mortgages on real property or to purchase or lease real property; and
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(8) certain qualified temporary investment income attributable to the
investment of new capital received by Archstone in exchange for its shares
during the one-year period following the receipt of such capital.
Rents received from a resident will not, however, qualify as rents from real
property in satisfying the 75% test (or the 95% gross income test described
below) if Archstone, or an owner of 10% or more of Archstone, directly or
constructively owns 10% or more of such resident. In addition, if rent
attributable to personal property leased in connection with a lease of real
property is greater than 15% of the total rent received under the lease, then
the portion of rent attributable to that personal property will not qualify as
rents from real property. Moreover, an amount received or accrued will not
qualify as rents from real property (or as interest income) for purposes of
the 75% or 95% gross income tests if it is based in whole or in part on the
income or profits of any person, although an amount received or accrued
generally will not be excluded from "rents from real property" solely by
reason of being based on a fixed percentage or percentages of receipts or
sales. Finally, for rents received to qualify as rents from real property,
Archstone generally must not operate or manage the property or furnish or
render services to residents, other than through an "independent contractor"
from whom Archstone derives no income, except that the "independent
contractor" requirement does not apply to the extent that the services
provided by Archstone are "usually or customarily rendered" in connection with
the rental of multifamily units for occupancy only, or are not otherwise
considered "rendered to the occupant for his convenience". However, a REIT is
permitted to render a de minimis amount of impermissible services to tenants,
or in connection with the management of property, and still treat amounts
received with respect to that property as rent from real property. The amount
received or accrued by the REIT during the taxable year for the impermissible
services with respect to a property may not exceed one percent of all amounts
received or accrued by the REIT directly or indirectly from the property. The
amount received for any service (or management operation) for this purpose
will be deemed to be not less than 150% of the direct cost of the REIT in
furnishing or rendering the service (or providing the management or
operation).
2. The 95% Test. In addition to deriving 75% of its gross income from the
sources listed above, at least 95% of Archstone's gross income for the taxable
year must be derived from the above-described qualifying income, or from
dividends, interest or gains from the sale or disposition of stock or other
securities which are not dealer property. Dividends, other than on REIT
shares, and interest on any obligations not collateralized by an interest in
real property are included for purposes of the 95% test, but not for purposes
of the 75% test. In addition, payments to Archstone under an interest rate
swap, cap agreement, option, futures contract, forward rate agreement or any
similar financial instrument entered into by Archstone to hedge indebtedness
incurred or to be incurred (and any gain from the sale or other disposition of
these instruments) are treated as qualifying income for purposes of the 95%
test, but not for purposes of the 75% test.
For purposes of determining whether Archstone complies with the 75% and 95%
income tests, gross income does not include income from prohibited
transactions. A "prohibited transaction" is a sale of dealer property,
excluding foreclosure property, unless that property is held by Archstone for
at least four years and certain other requirements relating to the number of
properties sold in a year, their tax bases, and the cost of improvements made
thereto are satisfied. See "--Taxation of Archstone--General".
Even if Archstone fails to satisfy one or both of the 75% or 95% gross
income tests for any taxable year, it may still qualify as a REIT for that
year if it is entitled to relief under certain provisions of the Code. These
relief provisions will generally be available if: (1) Archstone's failure to
comply was due to reasonable cause and not to willful neglect; (2) Archstone
reports the nature and amount of each item of its income included in the tests
on a schedule attached to its tax return; and (3) any incorrect information on
this schedule is not due to fraud with intent to evade tax. If these relief
provisions apply, however, Archstone will nonetheless be subject to a special
tax on the greater of the amount by which it fails either the 75% or 95% gross
income test for that year.
Annual Distribution Requirements
In order to qualify as a REIT, Archstone is required to make distributions,
other than capital gain dividends, to its shareholders each year in an amount
at least equal to (i) the sum of (a) 95% of Archstone's REIT taxable
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<PAGE>
income, computed without regard to the dividends paid deduction and the REIT's
net capital gain and (b) 95% of the net income after tax, if any, from
foreclosure property, minus (ii) the sum of certain items of non-cash income,
including certain original issue discount income. Such distributions must be
paid in the taxable year to which they relate, or in the following taxable year
if declared before Archstone timely files its tax return for that year and if
paid on or before the first regular dividend payment after the declaration. To
the extent that Archstone does not distribute all of its net capital gain or
distributes at least 95%, but less than 100%, of its REIT taxable income, as
adjusted, it will be subject to tax on the undistributed amount at regular
capital gains or ordinary corporate tax rates, as the case may be. Archstone
may, with respect to undistributed net long-term capital gains it receives
during the taxable year, designate in a notice mailed to shareholders within 60
days of the end of the taxable year, or in a notice mailed with its annual
report for the taxable year such amount of such gains which its shareholders
are to include in their taxable income as long-term capital gains. Thus, if
Archstone made this designation, the shareholders of Archstone would include in
their income as long-term capital gains their proportionate share of the
undistributed net capital gains as designated by Archstone and Archstone would
have to pay the tax on those gains within 30 days of the close of its taxable
year. Each shareholder of Archstone would be deemed to have paid that
shareholder's share of the tax paid by Archstone on those gains, which tax
would be credited or refunded to the shareholder. A shareholder would increase
his tax basis in his Archstone stock by the difference between the amount of
income to the holder resulting from the designation less the holder's credit or
refund for the tax paid by Archstone.
Archstone intends to make timely distributions sufficient to satisfy the
annual distribution requirements. It is possible that Archstone may not have
sufficient cash or other liquid assets to meet the 95% distribution
requirement, due to timing differences between the actual receipt of income and
the actual payment of expenses on the one hand, and the inclusion of that
income and deduction of those expenses in computing Archstone's REIT taxable
income on the other hand. To avoid any problem with the 95% distribution
requirement, Archstone will closely monitor the relationship between its REIT
taxable income and cash flow and, if necessary, intends to borrow funds in
order to satisfy the distribution requirement. However, there can be no
assurance that any funds would be available at that time.
If Archstone fails to meet the 95% distribution requirement as a result of an
adjustment to Archstone's tax return by the Internal Revenue Service (the
"IRS"), Archstone may retroactively cure the failure by paying a "deficiency
dividend" (plus applicable penalties and interest) within a specified period.
Failure to Qualify
If Archstone fails to qualify for taxation as a REIT in any taxable year and
relief provisions do not apply, Archstone will be subject to tax, including
applicable alternative minimum tax, on its taxable income at regular corporate
rates. Distributions to shareholders in any year in which Archstone fails to
qualify as a REIT will not be deductible by Archstone, nor generally will they
be required to be made under the Code. In that event, to the extent of current
and accumulated earnings and profits, all distributions to shareholders will be
taxable as ordinary income, and subject to certain limitations in the Code,
corporate distributees may be eligible for the dividends-received deduction.
Unless entitled to relief under specific statutory provisions, Archstone also
will be disqualified from reelecting taxation as a REIT for the four taxable
years following the year during which qualification was lost.
Taxation of Archstone's Shareholders
Taxation of Taxable Domestic Shareholders
As long as Archstone qualifies as a REIT, distributions made to Archstone's
taxable domestic shareholders out of current or accumulated earnings and
profits, and not designated as capital gain dividends, will be taken into
account by them as ordinary income and will not be eligible for the dividends-
received deduction for corporations. Distributions and undistributed amounts
which are designated as capital gain dividends will be taxed as long-term
capital gains, to the extent they do not exceed Archstone's actual net capital
gain for the
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<PAGE>
taxable year, without regard to the period for which the shareholder has held
its shares. However, corporate shareholders may be required to treat up to 20%
of certain capital gain dividends as ordinary income. To the extent that
Archstone makes distributions in excess of current and accumulated earnings and
profits, these distributions are treated first as a tax-free return of capital
to the shareholder, reducing the tax basis of a shareholder's shares by the
amount of the distribution, but not below zero, with distributions in excess of
the shareholder's tax basis taxable as capital gains, if the shares are held as
a capital asset. In addition, any dividend declared by Archstone in October,
November or December of any year and payable to a shareholder of record on a
specific date in any such month will be treated as both paid by Archstone and
received by the shareholder on December 31 of that year, provided that the
dividend is actually paid by Archstone during January of the following calendar
year. Shareholders may not include in their individual income tax returns any
net operating losses or capital losses of Archstone. Federal income tax rules
may also require that certain minimum tax adjustments and preferences be
apportioned to Archstone shareholders.
In general, any loss on a sale or exchange of shares by a shareholder who has
held those shares for six months or less, after applying certain holding period
rules, will be treated as a long-term capital loss, to the extent of
distributions (including any designated undistributed amounts) from Archstone
required to be treated by that shareholder as long-term capital gains.
The Internal Revenue Service Restructuring and Reform Act of 1998 provides
that gain from the sale or exchange of shares held for more than one year is
taxed at a maximum capital gain rate of 20%. Pursuant to IRS guidance,
Archstone may classify portions of its capital gain dividends as gains eligible
for the 20% capital gains rate discussed above or as unrecaptured Internal
Revenue Code Section 1250 gain taxable at a maximum rate of 25%.
Shareholders of Archstone should consult their tax advisor with regard to the
application of the changes made by the Internal Revenue Service Restructuring
and Reform Act with respect to taxation of capital gains and capital gain
dividends and with regard to state, local and foreign taxes on capital gains.
Backup Withholding
Archstone will report to its domestic shareholders and to the Internal
Revenue Service the amount of distributions paid during each calendar year, and
the amount of tax withheld, if any, with respect thereto. Under the backup
withholding rules, a shareholder may be subject to backup withholding at
applicable rates with respect to distributions paid unless such shareholder is
a corporation or comes within other exempt categories and, when required,
demonstrates this fact or provides a taxpayer identification number, certifies
as to no loss of exemption from backup withholding, and otherwise complies with
applicable requirements of the backup withholding rules. A shareholder that
does not provide Archstone with its correct taxpayer identification number may
also be subject to penalties imposed by the Internal Revenue Service. Any
amount paid as backup withholding will be credited against the shareholder's
income tax liability. In addition, Archstone may be required to withhold a
portion of capital gain distributions made to any shareholders who fail to
certify their non-foreign status to Archstone.
Taxation of Tax-Exempt Shareholders
The Internal Revenue Service has issued a revenue ruling in which it held
that amounts distributed by a REIT to a tax-exempt employees' pension trust do
not constitute unrelated business taxable income ("UBTI"). Subject to the
discussion below regarding a "pension-held REIT", based on the ruling, the
analysis therein and the statutory framework of the Code, distributions by
Archstone to a shareholder that is a tax-exempt entity should also not
constitute UBTI, provided that the tax-exempt entity has not financed the
acquisition of its shares with "acquisition indebtedness" within the meaning of
the Code, and that the shares are not otherwise used in an unrelated trade or
business of the tax-exempt entity, and that Archstone, consistent with its
present intent, does not hold a residual interest in a real estate mortgage
investment conduit.
However, if any pension or other retirement trust that qualifies under
Section 401(a) of the Code ("qualified pension trust") holds more than 10% by
value of the interests in a "pension-held REIT" at any time during a
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<PAGE>
taxable year, a portion of the dividends paid to the qualified pension trust by
that REIT may constitute UBTI. For these purposes, a "pension-held REIT" is
defined as a REIT if such REIT would not have qualified as a REIT but for the
provisions of the Code which look through such a qualified pension trust in
determining ownership of stock of the REIT and at least one qualified pension
trust holds more than 25% by value of the interests of that REIT or one or more
qualified pension trusts, each owning more than a 10% interest by value in the
REIT, hold in the aggregate more than 50% by value of the interests in that
REIT.
Taxation of Foreign Shareholders
Archstone will qualify as a "domestically-controlled REIT" so long as less
than 50% in value of its shares is held by foreign persons, nonresident aliens
and foreign corporations, partnerships, trust and estates. It is currently
anticipated that Archstone will qualify as a domestically controlled REIT.
Under these circumstances, gain from the sale of the shares by a foreign person
should not be subject to U.S. taxation, unless such gain is effectively
connected with such person's U.S. business or, in the case of an individual
foreign person, such person is present within the U.S. for ore than 182 days in
that taxable year.
Distributions of cash generated by Archstone's real estate operations, but
not by its sale or exchange of communities, that are paid to foreign persons
generally will be subject to U.S. withholding tax at a rate of 30%, unless an
applicable tax treaty reduces that tax and the foreign shareholder files with
Archstone the required form evidencing the lower rate or the foreign
shareholder files an IRS Form 4224 or Form W-8EC1 with Archstone claiming that
the distribution is "effectively connected" income. Recently promulgated
Treasury Regulations revise in certain respects the rules applicable to foreign
shareholders with respect to payments made after December 31, 1999.
Distributions of proceeds attributable to the sale or exchange by Archstone
of U.S. real property interests are subject to income and withholding taxes
pursuant to the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"),
and may be subject to branch profits tax in the hands of a shareholder which is
a foreign corporation if it is not entitled to treaty relief or exemption.
Archstone is required by applicable Treasury Regulations to withhold 35% of any
distribution to a foreign person which could be designated by Archstone as a
capital gain dividend; this amount is creditable against the foreign
shareholder's FIRPTA tax liability.
The federal income taxation of foreign persons is a highly complex matter
that may be affected by many other considerations. Accordingly, foreign
investors in Archstone should consult their own tax advisors regarding the
income and withholding tax considerations with respect to their investment in
Archstone.
Other Tax Considerations
Possible Legislative or Other Actions Affecting Tax Consequences
Prospective shareholders should recognize that the present federal income tax
treatment of an investment in Archstone may be modified by legislative,
judicial or administrative action at any time and that any such action may
affect investments and commitments previously made. The rules dealing with
Federal income taxation are constantly under review by persons involved in the
legislative process and by the Internal Revenue Service and the Treasury,
resulting in revisions of regulations and revised interpretations of
established concepts as well as statutory changes. Revisions in federal tax
laws and interpretations thereof could adversely affect the tax consequences of
an investment in Archstone.
State and Local Taxes
Archstone and its shareholders may be subject to state or local taxation in
various jurisdictions, including those in which it or they transact business or
reside. The state and local tax treatment of Archstone and its shareholders may
not conform to the federal income tax consequences discussed above.
Consequently, prospective shareholders should consult their own tax advisors
regarding the effect of state and local tax laws on an investment in the Common
Shares of Archstone.
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<PAGE>
EACH PROSPECTIVE PURCHASER IS ADVISED TO CONSULT WITH HIS OR HER OWN TAX
ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO HIM OR HER OF THE PURCHASE,
OWNERSHIP AND SALE OF SHARES IN AN ENTITY ELECTING TO BE TAXED AS A REAL
ESTATE INVESTMENT TRUST, INCLUDING THE FEDERAL, STATE, LOCAL, FOREIGN AND
OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, SALE AND ELECTION AND OF
POTENTIAL CHANGES IN APPLICABLE TAX LAWS.
USE OF PROCEEDS
Archstone will receive the net proceeds from the sale of Common Shares
purchased by the Agent directly from Archstone. The net proceeds from the sale
of those Common Shares will be used for the development and acquisition of
additional multifamily communities, as suitable opportunities arise, for the
repayment of certain outstanding indebtedness at the time and for working
capital purposes. Archstone will not receive any proceeds from purchases of
Common Shares by the Agent in the open market or in negotiated transactions
with third parties.
AVAILABLE INFORMATION
Archstone is subject to the informational requirements of the Exchange Act,
and, in accordance therewith, files reports, proxy and information statements
and other information with the Commission. Those reports, proxy and
information statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and Seven World Trade Center,
13th Floor, New York, New York 10048. Copies of that material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, that material can
also be obtained from the Commission's Web site at http://www.sec.gov.
Archstone's outstanding Common Shares are listed on the NYSE under the symbol
"ASN", and all reports, proxy and information statements and other information
filed by Archstone with the NYSE may be inspected at the offices of the NYSE
at 20 Broad Street, New York, New York 10005.
Archstone has filed with the Commission a registration statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement")
under the Securities Act, with respect to the securities offered hereby. This
prospectus ("Prospectus"), which constitutes a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement, certain items of which are omitted in accordance with the rules and
regulations of the Commission. Statements made in this Prospectus as to the
content of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract, agreement or other
document filed or incorporated by reference as an exhibit to the Registration
Statement, reference is made to the exhibit for a more complete description of
the matter involved, and each such statement will be deemed qualified in its
entirety by that reference.
INCORPORATION BY REFERENCE
The following documents filed by Archstone with the Commission (File No. 1-
10272) pursuant to the Exchange Act are incorporated by reference in this
Prospectus:
(i) Archstone's Annual Report on Form 10-K, for the fiscal year ended
December 31, 1997;
(ii) The description of the Common Shares included in Archstone's
Registration Statement registering the Common Shares under the Exchange
Act; and
(iii) The description of Archstone's preferred share purchase rights
contained in Archstone's Registration Statement on Form 8-A, as amended.
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<PAGE>
All documents subsequently filed by Archstone pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering made hereby will be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of those documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein will be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein, or in any subsequently filed document which is incorporated or is
deemed to be incorporated by reference herein, modifies or supersedes that
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Archstone will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of that person, a copy of any and all of the information which has
been incorporated by reference herein (not including exhibits to that
information unless those exhibits are specifically incorporated by reference
in that information). Requests should be directed to Archstone Communities
Trust, 7670 South Chester Street, Englewood, Colorado 80112, Attention:
Secretary, telephone number: (303) 708-5959.
EXPERTS
The financial statements and schedule of Archstone as of December 31, 1998
and 1997, and for each of the years in the three-year period ended December 31
1998, have been incorporated by reference herein and in the Registration
Statement in reliance on the reports of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and on the authority of said
firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Common Shares offered pursuant to this Prospectus will
be passed on for Archstone by Mayer, Brown & Platt, Chicago, Illinois. Mayer,
Brown & Platt has in the past represented and is currently representing
Archstone and certain of its affiliates.
SOURCES OF INFORMATION ON THE PLAN
Authorization Forms, Optional Cash Payment Forms, changes in name or
address, notices of termination, requests for refunds of payments to purchase
Common Shares, Common Share certificates or the sale of Common Shares held in
the Plan should be directed to (and may be obtained from), and inquiries
regarding the Distribution Reinvestment Discount and the Optional Cash Payment
Discount or any other questions about the Plan should be directed to:
ChaseMellon Shareholder Services, L.L.C.
P.O. Box 3338
South Hackensack, New Jersey 07606-1938
Phone: 1-800-461-9257
Requests for Waivers should be directed to (and may be obtained from), and
inquiries regarding the Distribution Limit, the Threshold Price and the Waiver
Discount should be directed to:
Archstone Communities Trust
7670 South Chester Street
Englewood, Colorado 80112
Phone: (303) 708-5959
Fax: (303) 708-5999
Attention: Share Purchase Plan Representative
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APPENDIX A
Reinvestment of Distributions
<TABLE>
<CAPTION>
Distribution Distribution
Record Date Payment Date
------------ ------------
<S> <C>
May 13, 1999 May 27, 1999
August 12, 1999 August 26, 1999
November 15, 1999 November 29, 1999
</TABLE>
Optional Cash Payments
<TABLE>
<CAPTION>
Threshold and Optional Cash Investment Period Investment Period
Discount Set Date Payment Due Date Commencement Date Conclusion Date
----------------- ---------------- ----------------- -----------------
<S> <C> <C> <C>
April 14, 1999 April 16, 1999 April 19, 1999 April 30, 1999
May 12, 1999 May 14, 1999 May 17, 1999 May 28, 1999
June 14, 1999 June 16, 1999 June 17, 1999 June 30, 1999
July 14, 1999 July 16, 1999 July 19, 1999 July 30, 1999
August 13, 1999 August 17, 1999 August 18, 1999 August 31, 1999
September 14, 1999 September 16, 1999 September 17, 1999 September 30, 1999
October 13, 1999 October 15, 1999 October 18, 1999 October 29, 1999
November 11, 1999 November 15, 1999 November 16, 1999 November 30, 1999
December 13, 1999* December 15, 1999* December 16, 1999* December 30, 1999
January 12, 2000 January 14, 2000 January 18, 2000 January 31, 2000
February 10, 2000 February 15, 2000 February 16, 2000 February 29, 2000
March 15, 2000 March 17, 2000 March 20, 2000 March 31, 2000
April 12, 2000 April 14, 2000 April 17, 2000 April 28, 2000
May 12, 2000 May 16, 2000 May 17, 2000 May 31, 2000
June 14, 2000 June 16, 2000 June 19, 2000 June 30, 2000
July 13, 2000 July 17, 2000 July 18, 2000 July 31, 2000
August 15, 2000 August 17, 2000 August 18, 2000 August 31, 2000
September 13, 2000 September 15, 2000 September 18, 2000 September 29, 2000
October 13, 2000 October 17, 2000 October 18, 2000 October 31, 2000
November 13, 2000 November 15, 2000 November 16, 2000 November 30, 2000
December 12, 2000 December 14, 2000 December 15, 2000 December 29, 2000
</TABLE>
- --------
* Assumes that the NYSE will not be open for business on either December 24,
1999 or December 27, 1999. If the NYSE is open for business on both of those
dates, each of the dates marked with an asterisk will instead be the
following Trading Day.
A-1
