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As originally filed with the Securities and Exchange Commission
on October 25, 1993 Registration No. 33-05975
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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REAL ESTATE INVESTMENT TRUST OF CALIFORNIA
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-2565432
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12011 SAN VICENTE BOULEVARD, SUITE 707, LOS ANGELES, CALIFORNIA 90049;
(310) 476-7793
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
(Full title of the Plan)
LEROY E. CARLSON
VICE PRESIDENT, SECRETARY AND TREASURER
12011 SAN VICENTE BOULEVARD, SUITE 707
LOS ANGELES, CALIFORNIA 90049
(310) 476-7793
(Address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Richard E. Troop, Esq. Laura K. McAvoy
David H. Sands, Esq. Nordman, Cormany, Hair & Compton
Troop Meisinger Steuber & Pasich, LLP 1000 Town Center Drive, 6th Floor
10940 Wilshire Boulevard Oxnard, California 93031
Los Angeles, California 90024 (805) 485-1000
(310) 824-7000
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ITEM 11:
On October 11, 1995, Registrant, Real Estate Investment Trust of Maryland
and BRE Properties, Inc. entered into an Agreement and Plan of Merger wherein
Registrant will be merged with and into Real Estate Investment Trust of Maryland
("REIT/MD") and, immediately thereafter REIT/MD will be merged with and into BRE
Properties, Inc. (the "Merger"). As a condition to the Merger, the Registrant's
Dividend Reinvestment and Share Purchase Plan (the "Plan") (Registration No. 33-
05975) is required to be terminated. The Plan was suspended as of October 11,
1995 and no further dividends or funds were deposited into the Plan.
In February 1996, Registrant disbursed all shares held in the Plan.
Certificates for whole shares held in the Plan have been issued by Registrant
and mailed to owners, and cash in lieu of fractional shares was be paid to the
registered owners thereof. Subject to obtaining approval of the Merger by the
shareholders of Registrant and BRE, the Plan will be terminated concurrently
with the closing of the Merger (which is currently expected to occur on or about
March 15, 1996).
In addition, concurrently with the termination of the plan, all registered,
but unissued shares under the Plan shall be deregistered. Of the original
500,000 shares registered under the plan, 392,239 shares were issued under the
Plan. The remaining 107,761 registered under Registration No. 33-05975 shall
hereby be withdrawn from registration under this Registration Statement
concurrently with the effectiveness of the Merger and termination of the Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 3 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, State of California, on
March 6, 1996.
REAL ESTATE INVESTMENT TRUST OF CALIFORNIA
By: /s/ JAY W. PAULY
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Jay W. Pauly, President and
Chief Executive Officer
SIGNATURES TITLE DATE
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/s/ WILLIAM E. BORSARI Chairman of the Board, March 6, 1996
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William E. Borsari
/s/ AUSTIN ANDERSON Trustee March 6, 1996
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Austin Anderson
/s/ ROGER KUPPINGER Trustee March 6, 1996
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Roger Kuppinger
/s/ JAY W. PAULY Trustee March 6, 1996
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Jay W. Pauly
/s/ GREGORY M. SIMON Trustee March 6, 1996
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Gregory M. Simon
/s/ W.J. SMITH Trustee March 6, 1996
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W.J. Smith
/s/ R. RANDALL WOODS Trustee March 6, 1996
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R. Randall Woods
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