<PAGE> 1
As filed with the Securities and Exchange Commission on October 30, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE PRICE REIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 52-1746059
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
7979 IVANHOE AVENUE, SUITE 524
LA JOLLA, CA 92037
(619) 551-2320
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
JOSEPH K. KORNWASSER
7979 IVANHOE AVENUE, SUITE 524
LA JOLLA, CA 92037
(619) 551-2320
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
COPIES TO:
KENNETH M. DORAN, ESQ.
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
(213) 229-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [x] 33-95832
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED (1) PER SHARE PRICE (1)(2) REGISTRATION FEE (7)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities(3) . . . . . . . . . . .
Preferred Stock, $0.01 par value per
share(4) . . . . . . . . . . . . . . . . $10,566,750 (2) $10,566,750 $3,203
Common Stock, $0.01 par value
per share(5) . . . . . . . . . . . . . .
Warrants(6) . . . . . . . . . . . . . .
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In no event will the aggregate maximum offering price of all securities
issued pursuant to this Registration Statement exceed $10,566,750. Any
securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(2) The proposed maximum offering price per unit (a) has been omitted
pursuant to Instruction II.D of Form S-3 and (b) will be determined, from
time to time, by the Registrant in connection with the issuance by the
Registrant of the securities registered hereunder.
(3) Subject to footnote 1, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold, from
time to time, by the Registrant.
(4) Subject to footnote 1, there is being registered hereunder an
indeterminate number of shares of Preferred Stock as may be sold, from
time to time, by the Registrant. There is also being registered
hereunder an indeterminate number of shares of Preferred Stock as shall
be issuable upon exercise of Warrants registered hereby.
(5) Subject to footnote 1, there is being registered hereunder an
indeterminate number of shares of Common Stock as may be sold from time
to time, by the Registrant, including shares of other classes or series
of the Company's stock that may be issued upon reclassification of
unissued, authorized stock of the Company. There is also being
registered hereunder an indeterminate number of shares of Common Stock
including shares of other classes or series of the Company's stock that
may be issued upon reclassification of unissued, authorized stock of the
Company, as shall be issuable upon conversion of the Preferred Stock or
exercise of Warrants registered hereby.
(6) Subject to footnote 1, there is being registered hereunder an
indeterminate number of Warrants representing rights to purchase shares
of Preferred Stock or Common Stock, including shares of other classes or
series of the Company's stock that may be issued upon reclassification of
unissued, authorized stock of the Company, as the case may be, registered
pursuant to this Registration Statement.
(7) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933, as amended.
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Reg. No. 33-95832) filed by The Price REIT, Inc. with the
Securities and Exchange Commission (the "Commission") on August 15, 1995, as
amended, including the exhibits thereto, and declared effective by the
Commission on September 1, 1995, are incorporated herein by reference.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Los Angeles,
California on the 29th day of October, 1996.
THE PRICE REIT, INC.
By: /s/ JOSEPH K. KORNWASSER
-------------------------------------
Joseph K. Kornwasser
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of The Price REIT, Inc., do
hereby constitute and appoint Joseph K. Kornwasser and George M. Jezek, and
each of them, our true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys- in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ RAYMOND E. PEET
- ------------------------------------- Chairman of the Board October 29, 1996
Vice Admiral Raymond E. Peet and Director
/s/ JOSEPH K. KORNWASSER
- ------------------------------------- President, Chief Executive Officer October 29, 1996
Joseph K. Kornwasser and Director (Principal Executive
Officer)
/s/ GEORGE M. JEZEK
- ------------------------------------- Executive Vice President, Chief October 29, 1996
George M. Jezek Financial Officer, Secretary,
Treasurer and Director (Principal
Financial Officer and Principal
Accounting Officer)
/s/ ROY P. DRACHMAN
- ------------------------------------- Director October 29, 1996
Roy P. Drachman
/s/ WILLIAM D. JONES
- ------------------------------------- Director October 30, 1996
William D. Jones
/s/ KEENE WOLCOTT
- ------------------------------------- Director October 30, 1996
Keene Wolcott
/s/ WALTER WEISMAN
- ------------------------------------- Director October 29, 1996
Walter Weisman
</TABLE>
II-1
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
<S> <C>
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
5.2 Opinion of Gibson, Dunn & Crutcher LLP
15.1 Independent Auditors' Acknowledgment
23(a) Independent Auditors' Consent.
*23(b) Consent of Ballard Spahr Andrews & Ingersoll
**23(c) Consent of Gibson, Dunn & Crutcher LLP
- ---------
</TABLE>
* Included in Exhibit 5.1
** Included in Exhibit 5.2
<PAGE> 1
Exhibit 5.1
[BALLARD SPAHR ANDREWS & INGERSOLL LETTERHEAD]
October 30, 1996
The Price REIT Inc.
7979 Ivanhoe Avenue, Suite 524
La Jolla, California 92037
Re: The Price REIT Inc.
-------------------
Ladies and Gentlemen:
We have served as Maryland counsel to The Price REIT Inc., a Maryland
corporation (the "Company"), in connection with certain matters of Maryland law
arising out of the Registration Statement (the "Registration Statement") on Form
S-3 filed by the Company on or about October 30, 1996, with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to the offering by the Company from time to time
of (i) one or more series of Debt Securities (the "Debt Securities"), (ii) one
or more series of shares of Preferred Stock, par value $.01 per share (the
"Preferred Stock"), (iii) shares of Common Stock, par value $.01 per share (the
"Common Stock"), and (iv) Warrants to purchase Common Stock or Preferred Stock
(the "Warrants'), with a maximum aggregate initial public offering price of up
to $10,566,750. The Debt Securities, Preferred Stock, Common Stock and Warrants
are collectively referred to herein as the "Securities." The Registration
Statement is being filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, in connection with and in
furtherance of earlier registration statement number 33-95832, filed with the
Commission under the Act (the "Earlier Registration Statement"). The contents
of the Earlier Registration Statement are incorporated by reference into the
Registration Statement.
In our capacity as Maryland counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization and issuance of the
Securities, and for purposes of
<PAGE> 2
BALLARD SPAHR ANDREWS & INGERSOLL
The Price REIT Inc.
October 30, 1996
Page 2
this opinion have assumed that such proceedings will be timely completed in the
manner presently proposed. In addition, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records and instruments as we have deemed necessary or appropriate for
purposes of this opinion. Among such documents are the Registration Statement,
the Earlier Registration Statement (inclusive of certain exhibits thereto), the
Charter of the Company certified as of a recent date by the State Department of
Assessments and Taxation of Maryland (the "Charter"), the Amended and Restated
By-Laws of the Company, Resolutions adopted by the Board of Directors of the
Company in connection with the matters contemplated by the Registration
Statement, and an Indenture dated October 27, 1995, by and between the Company
and First Trust of California, National Association, as Trustee (the
"Indenture").
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies or facsimiles. In addition, we have assumed that the number of shares
of Preferred Stock and the number of shares of Common Stock to be offered and
sold under the Registration Statement, together with the number of shares
thereof issuable upon conversion of the Debt Securities and exercise of the
Warrants, will not, in the aggregate, exceed the number of shares thereof,
respectively, authorized in the Charter, less the number of shares thereof,
respectively, authorized and reserved for issuance and issued and outstanding
on the date on which the Securities are authorized, issued, delivered,
converted or exercised, as the case may be; and none of the terms of any of the
Securities to be established subsequent to the date hereof, nor the issuance
and delivery thereof, nor the compliance with the Company of the terms thereof,
will violate any applicable law or conflict with, or result in a breach or
violation of the Charter or By-Laws of the Company, or any instrument or
agreement to which the Company is a party or by which the Company is bound, or
any order or decree of any court, administrative or governmental body having
jurisdiction over the Company.
We have been furnished with, and have relied upon, Certificates of
Officers of the Company with respect to certain factual matters. In addition,
we have obtained and relied upon such certificates and assurances from public
officials as we have deemed necessary; and we have assumed that each
certificate submitted to us is true and correct, both when given and as of the
date hereof.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof:
1. The Indenture has been duly and validly authorized by all
necessary corporate action required of the Company under the Maryland General
Corporation Law ("MGCL") and the person(s) who have executed and delivered the
Indenture on behalf of the Company have been duly and validly authorized to do
so by all necessary corporate action required of the Company under the MGCL.
<PAGE> 3
BALLARD SPAHR ANDREWS & INGERSOLL
The Price REIT Inc.
October 30, 1996
Page 3
2. The Company has the authority, pursuant to its Charter, to issue
up to 2,000,000 shares of Preferred Stock. When a series of Preferred Stock
has been duly established in accordance with the terms of the Company's Charter
and applicable law, and upon adoption by the Board of Directors of the Company
of a resolution in form and content as required by applicable law, and upon
issuance and delivery of and payment for such shares in the manner contemplated
by the Registration Statement and/or the applicable Prospectus Supplement (as
defined in the Registration Statement) and by such resolution, such shares of
such series of Preferred Stock will be validly issued, fully paid and
nonassessable.
3. The Company has the authority, pursuant to its Charter, to issue up
to 25,000,000 shares of Common Stock. Upon adoption by the Board of Directors
of the Company of a resolution in form and content as required by applicable
law, and upon issuance and delivery of and payment for such shares in the
manner contemplated by the Registration Statement and/or the applicable
Prospectus Supplement and by such resolution, such shares of Common Stock will
be validly issued, fully paid and nonassessable.
We consent to your filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the prospectus included therein.
The foregoing opinions are limited to the laws of the State of Maryland
and we do not express any opinion herein concerning any other law.
We assume no obligation to supplement this opinion and applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinions expressed herein after the date hereof.
This opinion has been delivered for your benefit in connection with
the transactions contemplated by the Registration Statement. Unless expressly
provided otherwise, it may not be relied upon by you for any other purpose,
and may not be copied or quoted in whole or in part without our prior express
written permission.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL
<PAGE> 1
Exhibit 5.2
October 30, 1996
(213) 229-7000 C 72752-00011
The Price REIT, Inc.
7979 Ivanhoe Avenue
Suite 524
La Jolla, California 92037
RE: REGISTRATION STATEMENT ON FORM S-3 (REGISTRATION NO. )
Ladies and Gentlemen:
We have acted as special counsel for The Price REIT, Inc., a Maryland
corporation (the "Company"), in connection with the preparation of the
Company's Registration Statement on Form S-3 (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, for the registration of the sale by the Company from time to
time of up to $10,566,750 maximum aggregate initial offering price of (i) its
debt securities ("Debt Securities"), (ii) shares of its Preferred Stock, par
value $.01 per share (the "Preferred Stock"), (iii) shares of its Common Stock,
par value $.01 per share (the "Common Stock") or (iv) Warrants to purchase Debt
Securities, Preferred Stock or Common Stock (the "Warrants"). The Debt
Securities, Preferred Stock, Common Stock and Warrants are herein collectively
referred to as the "Securities." We understand that the Registration Statement
provides that the Debt Securities and Preferred Stock may be convertible for
Securities or other securities or rights. Terms not otherwise defined herein
shall have the meanings given to them on the Registration Statement.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and
<PAGE> 2
The Price REIT, Inc.
October 30, 1996
Page 2
other instruments and have made such inquiries as we have deemed appropriate
for the purpose of rendering this opinion.
We have assumed the genuineness of all signatures, the legal capacity
of natural persons, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as copies and the authenticity of the originals of such copied documents.
On the basis of and in reliance upon the foregoing examination,
inquiries and assumptions, and such other matters of fact and upon the
examination of such other questions of law as we deem appropriate, and subject
to the assumptions, exceptions, qualifications and limitations contained
herein, we are of the opinion that:
(i) When the Company and a Trustee execute and deliver an Indenture and
the specific terms of a particular Debt Security have been duly authorized and
established in accordance with such Indenture, and such Debt Security has been
duly authorized, executed, authenticated, issued and delivered in accordance
with such Indenture, against payment therefor or upon exchange in accordance
with the applicable underwriting or other agreement, such Debt Security will
constitute the valid and binding obligation of the Company; and
(ii) When the Warrants shall have been issued and sold as described in
the Registration Statement, and if in an underwritten offering, in accordance
with the terms and conditions of the applicable underwriting agreement, and in
a manner contemplated in the Registration Statement, including the Prospectus
Supplement relating to any Warrants, such Warrants will constitute the valid
and binding obligations of the Company.
The opinions set forth above are subject to the following assumptions,
qualifications, limitations and exceptions being true and correct at or prior
to the time of the delivery of any such Security;
(a) the Board of Directors shall have duly established the terms of
such Security and duly authorized the issuance and sale of such Security and
such authorization shall not have been modified or rescinded;
(b) the Registration Statement shall have been declared effective and
such effectiveness shall not have been terminated or rescinded;
<PAGE> 3
The Price REIT, Inc.
October 30, 1996
Page 3
(c) the applicable Indentures, if any, shall have been duly authorized,
executed and delivered by the Company and the applicable Trustee and shall have
been qualified under the Trust Indenture Act of 1939, as amended, and properly
filed as an exhibit to the Registration Statement;
(d) in the case of an Indenture, Debt Security or agreement pursuant
to which any Warrants are to be issued, there shall be no terms or provisions
contained therein which would have the effect, under applicable law, of
vitiating the validity and binding nature of such instrument; and
(e) there will not have occurred any change in law affecting the
validity or enforceability of such Security.
We have also assumed that none of the terms of any Security to be
established subsequent to the date hereof, nor the issuance and delivery of
such Security, nor the compliance by the Company with the terms of such
Security will violate any applicable law or will result in a violation of any
provision of any instrument or agreement then binding upon the Company, or any
restriction imposed by any court or governmental body having jurisdiction over
the Company.
This opinion is limited to the present laws of the State of New York as
presently in effect, to the present federal laws of the United States and to the
present judicial interpretations thereof and to the facts as they presently
exist. We understand that you have received an opinion of Ballard Spahr Andrews
& Ingersoll with respect to the Common Stock, the Preferred Stock and certain
other matters.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name in the Registration
Statement and the related Prospectus.
<PAGE> 4
The Price REIT, Inc.
October 30, 1996
Page 4
This opinion has been delivered for your benefit in connection with the
transactions contemplated by the Registration Statement. Unless expressly
provided otherwise, it may not be relied upon by you for any other purpose, and
may not be copied or quoted in whole or in part without our prior express
written permission.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
KMD:BDK:SJC
<PAGE> 1
Exhibit 15.1 Letter Regarding Unaudited Interim Financial Information
October 24, 1996
The Board of Directors and Stockholders
The Price REIT, Inc.
We are aware of the incorporation by reference in the Registration Statement
(Form S-3) of The Price REIT, Inc. for the registration of an aggregate maximum
total of $10,566,750 of debt securities, preferred stock, common stock, and
warrants for the purchase of its preferred stock or common stock of our reports
dated April 19, 1996 and July 26, 1996 relating to the unaudited condensed
consolidated interim financial statements of The Price REIT, Inc. that are
included in its Forms 10-Q for the quarters ended March 31, 1996 and June 30,
1996.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ ERNST & YOUNG LLP
San Diego, California
<PAGE> 1
Exhibit 23(a)
Consent of Independent Auditors
The Board of Directors and Stockholders
The Price REIT, Inc.
We consent to the incorporation by reference in the Registration Statement
(Form S-3) of The Price REIT, Inc. for the registration of an aggregate maximum
total of $10,566,750 of debt securities, preferred stock, common stock, and
warrants for the purchase of its preferred stock or common stock of our report
dated January 31, 1996, with respect to the consolidated financial statements
and schedule of The Price REIT, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1995, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
San Diego, California
October 24, 1996
