As filed with the Securities and Exchange Commission on May 30, 1996
Registration No. 33-75260
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 7
TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
WEST COAST REALTY INVESTORS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN GOVERNING INSTRUMENTS)
5933 West Century Boulevard, Ninth Floor
Los Angeles, California 90045
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
PHILIP N. GAINSBOROUGH
5933 West Century Boulevard, Ninth Floor
Los Angeles, California 90045
(NAME AND ADDRESS OF AGENT FOR SERVICE)
----------------
COPIES TO:
PETER R. PANCIONE, ESQ.
Gipson Hoffman & Pancione
1901 Avenue of the Stars, Suite 1100
Los Angeles, California 90067
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WEST COAST REALTY INVESTORS, INC.
Cross Reference Sheet Pursuant to Item 1(a)
(By reference to Regulation S-K Item 501(b))
ITEM NUMBER AND CAPTION LOCATION IN PROSPECTUS
1. Forepart of Registration Statement Cover Page
and Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Cover Cover Page; Back Cover
Pages of Prospectus
3. Summary Information, Risk Factors and Prospectus Summary; The
Ratio of Earnings to Fixed Charges Company; Risk Factors
4. Determination of Offering Price Plan of Distribution
5. Dilution Not Applicable
6. Selling Security Holders Management's Discussion
of Financial Condition
7. Plan of Distribution Cover Page; Description of
Common Stock; Plan of
Distribution
8. Use of Proceeds Compensation of Advisor
and Affiliates; Estimated
use of Proceeds;Investment
Objectives and Policies
9. Selected Financial Data Selected Financial Data
10. Management's Discussion and Analysis Management's Discussion
of Financial Condition and Results and Analysis of Financial
of Operations Condition and Results of
Operations
11. General Information as to Registrant Cover Page; The Company;
Management; Summary of
Organization Documents
12. Policy with Respect to Certain Investment Objectives and
Activities Policies; Summary of
Organization Documents;
Description of Common
Stock
<PAGE>
ITEM NUMBER AND CAPTION LOCATION IN PROSPECTUS
13. Investment Policies of Registrant Investment Objectives and
Policies; Summary of
Organization Documents
14. Description of Real Estate Real Property Investments
15. Operating Data Selected Financial Data
16. Tax Treatment of Registrant and its Prospectus Summary; Tax
Security Holders Consequences
17. Market Price of and Dividends on the Not Applicable
Registrant's Common Equity and
Related Stockholder Matters
18. Description of Registrant's Cover Page; Description of
Securities Common Stock
19. Legal Proceedings Not Applicable
20. Security Ownership of Certain Description of Common
Beneficial Owners Stock
21. Directors and Executive Officers Management
22. Executive Compensation Compensation of Advisor
and Affiliates; Management
23. Certain Relationships and Related Compensation of Advisor
Transactions and Affiliates; Conflicts
of Interest; Management
24. Selection, Management and Custody of Investment Objectives and
Registrant's Investments Policies; Conflicts of
Interest; Management
Services Provided by the
Advisor; Summary of
Organization Documents
25. Policies with Respect to Certain Conflicts of Interest;
Transactions Investment Objectives and
Policies; Summary of
Organization Documents
26. Limitations of Liability Risk Factors; Summary of
Organization Documents
27. Financial Statements and Information Financial Statements
<PAGE>
ITEM NUMBER AND CAPTION LOCATION IN PROSPECTUS
28. Interests of Named Experts Legal Matters; Experts
29. Disclosure of Commission Position on Summary of Organization
Indemnification for Securities Act Documents
Liabilities
<PAGE>
POST-EFFECTIVE AMENDMENT NO. 7
DEREGISTRATION OF SECURITIES
West Coast Realty Investors, Inc., a Delaware corporation (the
"Registrant") hereby amends its Registration Statement on Form S-11, as amended,
File No. 33-75260 (the "Registration Statement") pursuant to which it registered
$25,000,000 of its $.01 par value common stock (the "Shares") representing
2,500,000 Shares, in accordance with the Securities Act of 1933, as amended.
As of April 30, 1996, 812,681.928895 Shares had been sold and Registrant
received aggregate subscriptions of $8,120,578.37. The offering of the Shares
was terminated on April 30, 1996. Registrant, pursuant to this Post-Effective
Amendment No. 7, hereby removes from registration the 1,687,318.071105 Shares
not sold under the Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 30. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the offering are as follows:
Securities and Exchange Commission
Registration Fee................. $ 8,620.75
NASD Filing Fee.................. 3,000.00
Accounting Fees and Expenses..... 50,000.00
Blue Sky Fees and Expenses....... 25,000.00
Legal Fees and Expenses.......... 100,000.00
Investor/Dealer Printed Materials. 90,000.00
Prospectus Printing.............. 65,000.00
Due Diligence Reimbursement...... 100,000.00
Seminars......................... 30,000.00
Mailgrams, Western Union
and Postage................... 20,000.00
Miscellaneous.................... 8,379.25
Total...................... $500,000.00
*To be furnished by amendment.
Item 31. Sales to Special Parties.
Not Applicable.
Item 32. Recent Sales of Unregistered Securities.
On October 30, 1989, 1,000 shares of Registrant's Common Stock were sold for
cash (without commissions) to Registrant's Advisor, West Coast Realty Advisors,
Inc., pursuant to the exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended.
Item 33. Indemnification of Directors and Officers.
The Registrant has the power to indemnify its directors, officers, employees,
and certain other persons against liability for certain acts pursuant to Section
145 of the Delaware Corporations Code. Indemnification of the directors,
officers, employees and agents is provided for in the Certificate of
Incorporation and the Bylaws of the Registrant and is incorporated herein by
reference to Exhibits 3.1, 3.1.1, 3.2, 3.2.1 and 3.2.2 filed herewith.
<PAGE>
Item 34. Treatment of Proceeds from Stock Being Returned.
Not applicable.
Item 35. Financial Statements and Exhibits.
(a) Financial Statements:
INDEX TO FINANCIAL STATEMENTS
West Coast Realty Investors
Audited Financial Statements
Report of Independent Certified Public Accountants
Balance Sheets as of December 31, 1994 and 1993
Statements of Income for the years ended December 31,
1994, December 31, 1993 and December 31, 1992
Statements of Stockholders' Equity for the years
ended December 31, 1994 December 31, 1993 and
December 31, 1992
Statements of Cash Flows for the years ended December
31, 1994, December 31, 1993 and December 31, 1992
Summary of Accounting Policies
Notes to Financial Statements
Unaudited financial Statements
Balance Sheet as of September 30, 1995 and
December 31, 1994
Statements of Income and the three and nine months
ended September 30, 1995 and 1994
Statements of Stockholders' Equity for the nine months
ended September 30, 1995 and 1994
Statements of Cash Flows for the nine months ended
September 30, 1995 and 1994
Summary of Accounting Policies
Notes to Financial Statements
<PAGE>
260 North Palm Street Property
Independent Auditor's Report
Summary of Historical Information Relating to Operating
Revenues and Specified Expenses
Notes to Summary of Historical Information Relating to
Operating Revenues and Specified Expenses
Estimated Twelve Month Pro Forma Statement of Taxable
Operating Income (unaudited)
Estimated Twelve Month Pro Forma Statement of Cash
Available from Operations (unaudited)
Notes to Pro Forma Statements
Riverside Marketplace Property
Report of Independent Certified Public Accountants
Summary of Historical Information Relating to Operating
Revenues and Specified Expenses
Notes to Summary of Historical Information Relating to
Operating Revenues and Specified Expenses
Estimated Twelve Month Pro Forma Statement of Taxable
Operating Income (unaudited)
Estimated Twelve Month Pro Forma Statement of Cash
Available from Operations (unaudited)
Notes to Pro Forma Statements
14661 Franklin Avenue Property
Report on Independent Certified Public Accountants
Summary of Historical Information Relating to Operating
Revenues and Specified Expenses
Notes to Summary of Historical Information Relating to
Operating Revenues and Specified Expenses
Estimated Twelve Month Pro Forma Statement of Taxable
Operating Income (unaudited)
Estimated Twelve Month Pro Forma Statement of Cash
Available from Operations (unaudited)
Notes to Pro Forma Statements
<PAGE>
Technology Drive Property
Report of Independent Certified Public Accountants
Summary of Historical Information Relating to Operating
Revenues and Specified Expenses
Notes to Summary of Historical Information Relating to
Operating Revenues and Specified Expenses
Estimated Twelve Month Pro Forma Statement of Taxable
Operating Income (unaudited)
Estimated Twelve Month Pro Forma Statement of Cash
Available from Operations (unaudited)
Notes to Pro Forma Statements (unaudited)
West Coast Realty Investors, Inc.
Pro Forma Balance Sheet as of December 31, 1994
(unaudited) with Notes
Pro Forma Statement of Income for the nine months ended
September 30, 1995 (unaudited)
Notes to Pro Forma Financial Statements for nine months
ended September 30, 1995 (unaudited)
Pro Forma Statement of Income for the year ended
December 31, 1994 (unaudited)
Notes to Pro Forma Income Statement for year ended
December 31, 1995 (unaudited)
Item 36. Undertakings.
A. Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
<PAGE>
B. The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
Post-Effective Amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent Post-Effective
Amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
2.To remove from registration by means of a Post-Effective Amendment any of
the securities being registered which remain unsold at the termination of the
offering.
C. The Registrant undertakes to file a sticker supplement pursuant to Rule
424(c) under the Securities Act of 1933 during the distribution period
describing each property not identified in the prospectus at such time as there
arises a reasonable probability that such property will be acquired and to
consolidate all such stickers into a Post-Effective Amendment filed at least
once every three months with the information contained in such Amendment
provided simultaneously to the existing shareholders of the Registrant. Each
sticker supplement will disclose all compensation and fees received by the
Advisor or its Affiliates in connection with any such acquisition. The Post-
Effective Amendment will include audited financial statements meeting the
requirements of Rule 3-14 of Regulation S-X only for properties acquired during
the distribution period.
<PAGE>
D. The Registrant also undertakes to file after the end of the distribution
period a current report on Form 8-K, containing the financial statements and any
additional information required by Rule 3-14 of Regulation S-X, to reflect each
commitment (i.e, the signing of a binding purchase agreement) made after the end
of the distribution period involving the use of 10 percent or more (on a
cumulative basis) of the net proceeds of the offering and to provide the
information contained in such report to the Registrant's shareholders at least
once each quarter after the distribution period of the offering has ended.
E. The Registrant hereby undertakes to provide to the principal underwriter, at
the closing specified in the Selling Agent Agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
F. The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each Post-Effective Amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) That all Post-Effective Amendments will comply with the applicable
forms, rules and regulations of the Commission in effect at the time such Post-
Effective Amendments are filed.
<PAGE>
G. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 33 hereof, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in said Act and is, therefore, unenforceable. If a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the said Act and will be governed by the
final adjudication of such issue.
H. The undersigned Registrant hereby undertakes that it will provide its
Shareholders the financial statements required by Form 10K and Form 10Q
promulgated under the Securities Exchange Act of 1934.
I. The Registrant undertakes to send to each Shareholder on an annual basis a
detailed statement of any transaction with the Advisor or its Affiliates, and of
fees, commissions, compensation and other benefits paid, or accrued to the
Advisor or its Affiliates for the fiscal year completed, showing the amount paid
or accrued to each recipient and the services performed.
<PAGE>
(b) Exhibits
1.1 Form of Selling Agreement.(1)
1.2 Amended Form of Selected Dealer Agreement.(1)
3.1 Certificate of Incorporation (incorporated by reference to the Company's
Registration Statement on Form S-11, File No. 33-32466).(1)
3.1.1 Amendment to Certificate of Incorporation (incorporated by reference to
the Company's Registration Statement on Form S-11, File No. 33-45802).(1)
3.2 Bylaws (incorporated by reference to the Company's Registration Statement
on Form S-11, File No. 33-32466).(1)
3.2.1 Amendment to Bylaws (incorporated by reference to the Company's
Registration Statement on Form S-11, File No. 33-45802).(1)
3.2.2 Amended and Restated Bylaws (incorporated by reference to the Company's
Registration Statement on Form S-11, File No. 33-45802).(1)
3.2.3 Amended and Restated Bylaws.(1)
4 Form of Share Certificate (incorporated by reference to the Company's
Registration Statement on Form S-11, File No. 33-32466).(1)
<PAGE>
5 Opinion re: legality.(1)
8 Opinion re: tax matters.(1)
8.1 Revised tax opinion.(1)
10.1 Executed copy of Advisory Agreement (incorporated by reference to the
Company's Registration Statement on Form S-11, File No. 33-32466).(1)
10.1.1Executed Copy of Amendment to Advisory Agreement (incorporated by
reference to the Company's Registration Statement on Form S-11, File No.
33-45802).(1)
10.1.2Amended and Restated Advisory Agreement (incorporated by reference to the
Company's Registration Statement on Form S-11, File No. 33-45802).(1)
10.1.3Second Amended and Restated Advisory Agreement.(1)
10.2 Executed Copy of Escrow Instructions.(1)
10.3 Form of Dividend Reinvestment Plan (incorporated by reference to the
Company's Registration Statement on Form S-11, File No. 33-32466).(1)
10.4 Form of Property Management Agreement for Property Manager (incorporated
by reference to the Company's Registration Statement on Form S-11, File
No. 33-32466).(1)
<PAGE>
10.4.1Amended and Restated Property management Agreement (incorporated by
reference to the Company's Registration Statement on Form S-11, File No.
33-45802).(1)
10.5 Form of Sure Pay Agreement for Automatic Reinvestment Plan (incorporated
by reference to the Company's Registration Statement on Form S-11, File
No. 33-32466).(1)
10.6 Agreement to Purchase Property (6491 Edinger Avenue, Huntington Beach,
California) incorporated by reference to the Company's Registration
Statement on Form S-11, File No. 33-32466).(1)
10.7 Lease Re: Property (6491 Edinger Avenue, Huntington Beach, California)
incorporated by reference to the Company's Registration Statement on Form
S-11, File No. 33-32466).(1)
10.8 Internal Revenue Service Ruling (6491 Edinger Avenue, Huntington Beach,
California) incorporated by reference to the Company's Registration
Statement on Form S-11, File No. 33-32466).(1)
10.9 Agreement of Purchase and Sale and Joint Escrow Instructions By and
Between Shaw-Nelson San Clemente No. 7 ("Seller") and Associated Planners
Realty Investors, Inc. ("Buyer") (incorporated by reference to the
Company's Current Report on Form 8-K dated January 17, 1992).(1)
10.10 Standard Form Lease Between Shaw/Nelson San Clemente No. 7, a California
Limited Partnership and Societe Endo Technic, a California Corporation,
dba Endo Technic Corporation (incorporated by reference to the Company's
Current Report on Form 8-K dated January 17, 1992).(1)
10.11.1 Lease and Assignment thereof regarding the OPTO-22 Property.
(Incorporated by reference to the Company's Registration Statement on
Form S-11, File No. 33-45802).(1)
<PAGE>
10.12 Agreement of Purchase and Sale and Escrow Instructions between IBG Palm
Associates, a California General Partnership and the Company dated
January 6, 1994 re: the North Palm Street Property. (Incorporated by
reference to the Company's Registration Statement on Form S-11, File No.
33-45802).(1)
10.12.1 Leases and Assignment thereof regarding the North Palm Street Property.
(Incorporated by reference to the Company's Registration Statement on
Form S-11, File No. 33-45802).(1)
10.13 Real Estate Purchase Agreement between K & I Associates and West Coast
Realty Investors, Inc. dated March 1, 1993. (Incorporated by reference
to Exhibit 10.13 to Registrant's Current Report on Form 8-K dated May 5,
1994).(1)
10.13.1 Leases re: Fresno Property. (Incorporated by reference to Exhibit
10.13.1 to Registrant's Current Report on Form 8-K dated May 5, 1994).(1)
10.14 Agreement of Purchase and Sale of Real Property and Escrow Instructions
Between Birtcher Riverside Market Place Properties, Ltd. and West Coast
Realty Investors, Inc. (Incorporated by reference to Exhibit 10.14 to
Registrant's Current Report on Form 8-K dated November 29, 1994).(1)
10.14.1 Riverside Market Place Lease and Assignment thereof (Incorporated by
reference to Exhibit 10.14.1 to Registrant's Current Report on Form 8-K
dated November 29, 1994).(1)
10.14.2 Exhibits to Agreement of Purchase and Sale of Real Property and Escrow
Instructions Between Birtcher Riverside Market Place Properties and West
Coast Realty Investors, Inc. (Incorporated by reference to Exhibit
10.14.2 to Registrant's Current Report on Form 8-K dated November 29,
1994, as amended).(1)
<PAGE>
10.14.3 Appraisal for Riverside Market Place Property. (Incorporated by
reference to Exhibit 10.14.2 to Registrant's Current Report on Form 8-K
dated November 29, 1994, as amended).(1)
10.15 Purchase and Sale Contract between BRS-Tustin Safeguard Associates and
West Coast Realty Investors, Inc. (Incorporated by reference to Exhibit
10.15 to Registrant's Current Report on Form 8-K dated May 22, 1995).(1)
10.15.1 Standard Industrial Lease - Net between BRS-Tustin Safeguard Associates
and Safeguard Business Systems, Inc. (Incorporated by reference to
Exhibit 10.15.1 to Registrant's Current Report on Form 8-K dated May 22,
1995).(1)
10.15.2 Loan Assignment and Assumption Agreement between BRS-Tustin Safeguard
Associates, West Coast Realty Investors, Inc. and Businessmen's Assurance
Company of America (Incorporated by reference to Exhibit 10.15.2 to
Registrant's Current Report on Form 8-K dated May 22, 1995).(1)
10.15.3 Appraisal of Safeguard Business Systems Property (Incorporated by
reference to Exhibit 10.15.3 to Registrant's Current Report on Form 8-K
dated May 22, 1995).(1)
10.16 Purchase and Sale Agreement Dated August 28, 1995 between 26 Technology
Partnership, L.P. (co-owner), Jack M. Langston (President of the General
Partner of 26 Technology Partnership, L.P. and co-owner), and West Coast
Realty Investors, Inc. (Incorporated by reference to Exhibit 1 to
Registrant's Current Report on Form 8-K dated September 21, 1995).(1)
10.16.1 Appraisal Report for An Industrial Building 4400-4415 Technology Drive,
Fremont, California. (Incorporated by reference to Exhibit 2 to
Registrant's Current Report on Form 8-K dated September 21, 1995).(1)
<PAGE>
10.16.2 Standard Industrial Lease between CMS Welding & Machining and 26
Technology Partnership, L.P. dated November 2, 1993. (Incorporated by
reference to Exhibit 3 to Registrant's Current Report on Form 8-K dated
September 21, 1995).(1)
10.16.3 Promissory note secured by deed of trust dated July 1, 1995, including
assignment of leases, environmental indemnity agreement, and other
supporting documents. (Incorporated by reference to Exhibit 4 to
Registrant's Current Report on Form 8-K dated September 21, 1995).(1)
10.16.4 Environmental Site Assessment for 4415 and 4425 Technology Drive dated
February 24, 1995. (Incorporated by reference to Registrant's Current
Report on Form 8-K dated September 21, 1995).(1)
24.1 Consent of BDO Seidman LLP.(1)
24.2 Consent of Gipson Hoffman & Pancione.(1)
24.3 Consent of Cieslak Boynton & Speakman.(1)
24.4 Consent of Hunnicutt Okamoto & Associates.(1)
(1) Previously filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-11 and has duly caused this Post-
Effective Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, California on May 28,
1996.
WEST COAST REALTY INVESTORS, INC.
a Delaware corporation
By:*/s/Philip N. Gainsborough
Philip N. Gainsborough
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
*/s/Philip N. Gainsborough Director and May 28, 1996
Philip N. Gainsborough Chief Executive Officer
*/s/W. Thomas Maudlin, Jr. Director and May 28, 1996
W. Thomas Maudlin, Jr. President
/s/Michael G. Clark Vice President, May 28, 1996
Michael G. Clark Treasurer and Chief
Financial Officer
*/s/George Young Director May 28, 1996
George Young
*/s/Steve Bridges Director May 28, 1996
Steve Bridges
*/s/James W. Coulter Director May 28, 1996
James W. Coulter
*/s/Michael G. Clark May 28, 1996
Michael G. Clark
(Attorney-in-fact Pursuant to
Power of Attorney previously filed)
