<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Catellus Development Corporation
--------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 94-2953477
- ----------------------------------------------- ----------
(State of incorporation or organization) (IRS Employer Identification No.)
201 Mission Street, San Francisco, California 94105
- ----------------------------------------------- ----------
</TABLE>
(Address of principal executive offices) (Zip Code)
<TABLE>
<S> <C>
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(i) please check of a concurrent registration
the following box. [ ] statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2) please check the following
box. [ ]
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Preferred Share Purchase Rights New York Stock Exchange, Inc.
Pacific Stock Exchange
Midwest Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
- -----------------------------------------------------------------------------
(Title of Class)
<PAGE>
Item 1. Description of Securities to be Registered.
------------------------------------------
On December 16, 1999, the Board of Directors of Catellus Development
Corporation (the "Company") adopted a Stockholder Rights Plan.
In connection with the Rights Plan, the Board of Directors of the
Company declared a dividend of one preferred share purchase right (the "Rights")
for each outstanding share of common stock, par value $.01 per share (the
"Common Shares"), of the Company outstanding at the close of business on January
11, 2000 (the "Record Date"). Each Right will entitle the registered holder
thereof, after the Rights become exercisable and until January 11, 2010 (or the
earlier redemption, exchange or termination of the Rights), to purchase from the
Company one one-hundredth (1/100th) of a share of Series A Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Shares"), at a price
of $50.00 per one one-hundredth (1/100th) of a Preferred Share, subject to
certain anti-dilution adjustments (the "Purchase Price"). Until the earlier to
occur of (i) ten (10) days following a public announcement that a person or
group of affiliated or associated persons has acquired, or obtained the right to
acquire, beneficial ownership of 20% or more of the Common Shares (an "Acquiring
Person") or (ii) ten (10) business days (or such later date as may be determined
by action of the Board of Directors prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) following the commencement or
announcement of an intention to make a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 20% or more of the Common Shares (the earlier of (i) and (ii) being
called the "Distribution Date"), the Rights will be evidenced, with respect to
any of the Common Share certificates outstanding as of the Record Date, by such
Common Share certificate. The Rights will be transferred with and only with the
Common Shares until the Distribution Date or earlier redemption or expiration of
the Rights. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
Each Preferred Share purchasable upon exercise of the Rights will be
entitled, when, as and if declared, to a minimum preferential quarterly dividend
payment of $1.00 per share but will be entitled to an aggregate dividend of 100
times the dividend, if any, declared per Common Share. In the event of
liquidation, dissolution or winding up of the Company, the holders of the
Preferred Shares will be entitled to a preferential liquidation payment of $100
per share plus any accrued but unpaid dividends but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes and will vote together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. Preferred Shares will
not be redeemable. Because of the nature of the Preferred Share's dividend,
liquidation and voting rights, the value of one one-hundredth of a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
<PAGE>
In the event that a Person becomes an Acquiring Person or if the
Company were the surviving corporation in a merger with an Acquiring Person or
any affiliate or associate of an Acquiring Person and the Common Shares were not
changed or exchanged, each holder of a Right, other than Rights that are or were
acquired or beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the then current
Purchase Price of one Right. In the event that, after a person has become an
Acquiring Person, the Company were acquired in a merger or other business
combination transaction or more than 50% of its assets or earning power were
sold, proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the then current Purchase Price of one Right.
At any time after a Person becomes an Acquiring Person and prior to
the earlier of one of the events described in the last sentence in the previous
paragraph or the acquisition by such Acquiring Person of 50% or more of the then
outstanding Common Shares, the Board of Directors may cause the Company to
exchange the Rights (other than Rights owned by an Acquiring Person which have
become void), in whole or in part, for Common Shares at an exchange rate of one
Common Share per Right (subject to adjustment).
The Rights may be redeemed in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price") by the Board of Directors at any time
prior to the time that an Acquiring Person has become such. The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The Rights will expire on January 11, 2010 (unless earlier redeemed,
exchanged or terminated). American Stock Transfer & Trust Company is the Rights
Agent.
The Purchase Price payable, and the number of one-hundredths of a
Preferred Share or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares or convertible securities at less than the current market price
of the Preferred Shares or (iii) upon the distribution to holders of the
Preferred Shares of evidences of indebtedness, cash, securities or assets
(excluding regular periodic cash dividends at a rate not in excess of 125% of
the rate of the last regular periodic cash dividend theretofore paid or, in case
regular periodic cash dividends have not theretofore been paid, at a rate not in
excess of 50% of the average net income per share of the Company for the four
quarters ended immediately prior to the payment of such dividend, or dividends
payable in Preferred Shares (which dividends will be subject to
<PAGE>
the adjustment described in clause (i) above)) or of subscription rights or
warrants (other than those referred to above).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company beyond those as an existing stockholder,
including, without limitation, the right to vote or to receive dividends.
Any of the provisions of the Rights Agreement dated as of December 16,
1999, between the Company and the Rights Agent (the "Rights Agreement") may be
amended by the Board of Directors of the Company for so long as the Rights are
then redeemable, and after the Rights are no longer redeemable, the Company may
amend or supplement the Rights Agreement in any manner that does not adversely
affect the interests of the holder of the Rights.
One Right will be distributed to stockholders of the Company for each
Common Share owned of record by them on January 11, 2000. As long as the Rights
are attached to the Common Shares, the Company will issue one Right with each
new Common Share so that all such shares will have attached Rights. The Company
has agreed that, from and after the Distribution Date, the Company will reserve
2,000,000 Preferred Shares initially for issuance upon exercise of the Rights.
The Rights are designed to assure that all of the Company's
stockholders receive fair and equal treatment in the event of any proposed
takeover of the Company and to guard against partial tender offers, open market
accumulations and other abusive tactics to gain control of the Company without
paying all stockholders a control premium. The Rights will cause substantial
dilution to a person or group that acquires 20% or more of the Company's stock
on terms not approved by the Company's Board of Directors. The Rights could
render more difficult or discourage an attempt to obtain control of the Company
through a proxy contest or consent solicitation. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors at any time prior to the first date that a Person or group has become
an Acquiring Person.
The Rights Agreement specifying the terms of the Rights and the text
of the press release announcing the declaration of the Rights are incorporated
herein by reference and are attached hereto as exhibits. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to such exhibits.
Item 2. Exhibits
--------
1. Rights Agreement, dated as of December 16, 1999, between Catellus
Development Corporation and American Transfer & Trust Company which
includes the form of Certificate of Designations of the Series A
Junior Participating Preferred Stock of Catellus Development
Corporation as Exhibit A, the form of Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preferred Shares as Exhibit C
(incorporated by reference to Exhibit 4.1 of Catellus
<PAGE>
Development Corporation's Current Report on Form 8-K dated December
28, 1999).
2. Text of Press Release, dated December 16, 1999 (incorporated by
reference to Exhibit 99.1 of Catellus Development Corporation's
Current Report on Form 8-K dated December 28, 1999).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Catellus Development Corporation
Dated: January 6, 2000 By /s/ Kathleen Smalley
-----------------------
Kathleen Smalley
Senior Vice President, Corporate Operations
and General Counsel
<PAGE>
EXHIBIT INDEX
1. Rights Agreement, dated as of December 16, 1999, between Catellus
Development Corporation and American Transfer & Trust Company which
includes the form of Certificate of Designations of the Series A
Junior Participating Preferred Stock of Catellus Development
Corporation as Exhibit A, the form of Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preferred Shares as Exhibit C
(incorporated by reference to Exhibit 4.1 of Catellus Development
Corporation's Current Report on Form 8-K dated December 28, 1999).
2. Text of Press Release, dated December 16, 1999 (incorporated by
reference to Exhibit 99.1 of Catellus Development Corporation's
Current Report on Form 8-K dated December 28, 1999).
