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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Archstone Communities Trust
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
Maryland 74-6056896
(State of Organization) (I.R.S. Employer Identification No.)
7670 South Chester Street, Suite 100
Englewood, Colorado 80112
(Address of Principal Executive Offices) (Zip Code)
If this form related to the registration of a If this form related to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. [x] please check the following box. [_]
Securities Act registration statement file number to which this form relates: 333-12885; 333-68591
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(If applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Series D Cumulative Redeemable
Preferred Shares of Beneficial
Interest, $1.00 par value per share New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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A complete description of the Series D Cumulative Redeemable Preferred
Shares of Beneficial Interest, $1.00 par value per share (the "Series D
Preferred Shares"), which are to be registered hereunder is contained under the
caption "Description of the Series D Preferred Shares" in the Prospectus
Supplement dated August 3, 1999 to the Prospectus dated November 23, 1998,
forming a part of the Form S-3 Registration Statements (File Nos. 333-12885 and
333-68591) (the "Registration Statement") of Archstone Communities Trust
("Archstone"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
Item 2. Exhibits.
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The following exhibits are filed herewith and with the New York Stock
Exchange, Inc.
Exhibit
Number Exhibit
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4.1 Amended and Restated Declaration of Trust dated June 30, 1998
(incorporated by reference to Exhibit 4.1 to Registrant's Report on
Form 8-K dated July 6, 1998).
4.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 4.2
to Registrant's Report on Form 8-K dated July 6, 1998).
4.3 Indenture, dated as of February 1, 1994, between Registrant and
Morgan Guaranty Trust Company of New York, as Trustee, relating to
the Debt Securities (incorporated by reference to Exhibit 4.2 to
Registrant's Form 10-K for the year ended December 31, 1993).
4.4 First Supplemental Indenture, dated as of February 2, 1994, among
Registrant, Morgan Guaranty Trust Company of New York and State
Street Bank and Trust Company, as successor Trustee (incorporated by
reference to Exhibit 4.3 to Registrant's Form 10-K for the year ended
December 31, 1993).
4.5 Rights Agreement dated as of July 21, 1994 between Registrant and
Chemical Bank, including form of Rights Certificate (incorporated by
reference to Exhibit 4.2 to Registrant's Form 8-K dated July 19,
1994).
4.6 First Amendment dated as of February 8, 1995 to the Rights Agreement
(incorporated by reference to Exhibit 4.13 to Registrant's Form 10-K
for the year ended December 31, 1994).
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4.7 Form of share certificate for common shares of Beneficial Interest of
Registrant (incorporated by reference to Registrant's Registration
Statement on Form 8-A dated June 23, 1998).
4.8 Form of share certificate for Series A Cumulative Redeemable
Preferred Shares of Beneficial Interest of Registrant (incorporated
by reference to Registrant's Registration Statement on Form 8-A dated
June 23, 1998).
4.9 Form of share certificate for Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest of Registrant (incorporated
by reference to Registrant's Registration Statement on Form 8-A dated
June 23, 1998).
4.10 Form of share certificate for Series C Cumulative Redeemable
Preferred Shares of Beneficial Interest of Registrant (incorporated
by reference to Registrant's Registration Statement on Form 8-A dated
June 23, 1998).
4.11 Form of share certificate for Series D Cumulative Redeemable
Preferred Shares of Beneficial Interest of Registrant.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
ARCHSTONE COMMUNITIES TRUST
By: /s/ Charles E. Mueller, Jr.
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Charles E. Mueller, Jr.
Chief Financial Officer
Dated: August 4, 1999
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Exhibit 4.11
[FORM OF PREFERRED SHARE CERTIFICATE]
FORMED UNDER THE LAWS Series D Cumulative Redeemable
OF THE STATE OF MARYLAND Preferred Shares of Beneficial Interest
Par Value $1.00 Per Share
CUSIP 039581 50 9
THIS CERTIFICATE IS TRANSFERABLE IN SEE REVERSE FOR IMPORTANT
NEW YORK, NY NOTICE ON TRANSFER RESTRICTIONS
AND RIDGEFIELD PARK, NJ AND OTHER INFORMATION
[ L O G O ]
ARCHSTONE COMMUNITIES TRUST
This Certifies that
is the owner of
fully paid and non-assessable Preferred Shares of Beneficial Interest, $1.00 par
value per share, of Archstone Communities Trust, a real estate investment trust
formed under the laws of the State of Maryland (the "Trust") transferable only
on the books of the Trust by the holder hereof in person or by its duly
authorized Attorney upon the surrender of this Certificate properly endorsed.
The Preferred Shares evidenced by this Certificate are subject to the
Bylaws of the Trust and the Declaration of Trust, each as amended from time to
time, such Declaration of Trust being filed and of record with the State
Department of Assessments and Taxation of Maryland. The holder hereof has no
interest, legal or equitable, in any specific property of the Trust.
This Certificate is not valid unless countersigned by the Transfer Agent
and registered by the Registrar.
WITNESS the facsimile seal of the Trust and the facsimile signatures of its
duly authorized officers.
Dated: COUNTERSIGNED AND REGISTERED
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Transfer Agent and Registrar
AUTHORIZED SIGNATURE
SECRETARY [SEAL] CHAIRMAN
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[FORM OF REVERSE SIDE OF PREFERRED SHARE CERTIFICATE]
IMPORTANT NOTICE
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ARCHSTONE COMMUNITIES TRUST
THE DECLARATION OF TRUST ON FILE IN THE OFFICE OF THE STATE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF MARYLAND SETS FORTH A FULL STATEMENT OF THE
INFORMATION REQUIRED BY SECTION 8-203(d) OF THE CORPORATIONS AND ASSOCIATIONS
ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO (A) ALL OF THE
DESIGNATIONS, PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION AND OTHER RELATIVE RIGHTS
OF THE SHARES OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND (B) THE
AUTHORITY OF THE BOARD OF TRUSTEES TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN
SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE
SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE
BOARD OF TRUSTEES TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT
SERIES OF PREFERRED SHARES. THE TRUST WILL FURNISH A COPY OF SUCH STATEMENT TO
ANY HOLDER OF SHARES WITHOUT CHARGE ON REQUEST TO THE SECRETARY OF THE TRUST AT
ITS PRINCIPAL PLACE OF BUSINESS.
The Preferred Shares represented by this Certificate are subject to
restrictions on ownership and Transfer for purposes of the Trust's maintenance
of its status as a real estate investment trust under the Internal Revenue Code
of 1986, as amended. Except as otherwise provided pursuant to the Declaration of
Trust, no Person may Beneficially Own Shares in excess of 9.8% (or such greater
percentage as may be determined by the Board of Trustees) of the number or value
of the outstanding Shares of the Trust (unless such Person is an Existing Holder
or an Excluded Holder). Any Person who attempts or proposes to Beneficially Own
Shares in excess of the above limitations must notify the Trust in writing at
least 30 days prior to such proposed or attempted Transfer. In addition, Share
ownership by and Transfers of Shares to Non-U.S. Persons and certain Tenants of
the Trust are subject to certain restrictions. If the restrictions on Transfer
are violated, the Preferred Shares represented hereby shall be designated and
treated as Excess Shares which shall be held in trust by the Excess Share
Trustee for the benefit of the Charitable Beneficiary. Unless otherwise
indicated, all capitalized terms in this legend have the meanings defined in the
Declaration of Trust, a copy of which, including the restrictions on Transfer,
shall be furnished to each shareholder on request and without charge.
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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<S> <C> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT --_________Custodian______________
TEN ENT -- as tenants by the (Cust) (Minor)
entireties
JT TEN -- as joint tenants with Under Uniform Gifts to Minors Act
the right of
survivorship and not _________________________________
as tenants in common (State)
UNIF TRF MIN ACT --_________Custodian_______________
(Cust) (Minor)
(until age ______) under Uniform
Transfers to Minors Act
_________________________________
(State)
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Additional abbreviations may also be used though not in the above list.
For Value Received, _________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
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__________________________________________________________________________Shares
represented by the within Certificate, and do hereby irrevocably constitute
and appoint_____________________________________________________________________
________________________________________________________________________Attorney
to transfer the said shares on the books of the within named Trust with full
power of substitution in the premises.
Dated:___________________________
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NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the Certificate in every particular,
without alteration or enlargement or any
change whatever.
