As filed with the Securities and Exchange Commission on July 15, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
GREAT LAKES MERGER TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland 36-4238056
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
823 Commerce Drive, Suite 300
Oak Brook, Illinois
(Address of Principal Executive Offices)
60523
(Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. |X| box. o
Securities Act registration statement file number to which this form relates:
333-56167
(If applicable)
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
Common Shares of Beneficial Interest,
$.01 par value per share New York Stock Exchange
- ----------------------------------------------- -----------------------
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities To Be Registered.
The description of the Common Shares of Beneficial Interest, $.01 par
value per share (the "Trust Shares"), in Great Lakes Merger Trust (the "Trust")
to be registered hereunder set forth under the caption "Description of Shares of
Beneficial Interest in the Trust" in the Trust's Registration Statement on Form
S-4, as amended (Registration No. 333-56167) (the "Registration Statement"), is
incorporated herein by reference. The Trust Shares are being issued in
connection with the merger of Great Lakes REIT, Inc., a Maryland corporation
(the "Company"), with and into the Trust.
Item 2. Exhibits
Exhibit
Number Description of Exhibits
2.1 Agreement and Plan of Merger, dated as of June 5, 1998, between the
Company and the Trust (incorporated by reference to Appendix A to the
Registration Statement).
3.1 Declaration of Trust of the Trust (incorporated by reference to Exhibit
3.1 to the Registration Statement).
3.2 Form of Amended and Restated Declaration of Trust of the Trust
(incorporated by reference to Appendix B to the Registration
Statement).
3.3 Bylaws of the Trust (incorporated by reference to Appendix C to the
Registration Statement).
4.1 Registration Rights Agreement, dated as of August 20, 1996, by and among
the Company, Fortis Benefits Insurance Company, Morgan Stanley
Institutional Fund, Inc.--U.S. Real Estate Portfolio, Morgan Stanley
SICAV Subsidiary SA, Wellsford Karpf Zarrilli Ventures, L.L.C., Logan,
Inc. and Pension Trust Account No. 104972 Held by Bankers Trust Company
as Trustee (incorporated by reference to Exhibit 2 to the Company's
Current Report on Form 8-K dated August 28, 1996).
4.2 Form of Specimen Trust Share Certificate.
<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, on July
15, 1998.
GREAT LAKES MERGER TRUST
By: /s/ Richard L. Rasley
Richard L. Rasley
Executive Vice President,
Secretary and Co-General
Counsel
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
2.1 Agreement and Plan of Merger, dated as of
June 5, 1998, between the Company and the
Trust (incorporated by reference to Appendix
A to the Registration Statement).
3.1 Declaration of Trust of the Trust (incorporated by reference
to Exhibit 3.1 to the Registration Statement).
3.2 Form of Amended and Restated Declaration of Trust of the
Trust (incorporated by reference to Appendix B to the
Registration Statement).
3.3 Bylaws of the Trust (incorporated by reference to Appendix C
to the Registration Statement).
4.1 Registration Rights Agreement, dated as of August 20, 1996,
by and among the Company, Fortis Benefits Insurance Company,
Morgan Stanley Institutional Fund, Inc.--U.S. Real Estate
Portfolio, Morgan Stanley SICAV Subsidiary SA, Wellsford
Karpf Zarrilli Ventures, L.L.C., Logan, Inc. and Pension
Trust Account No. 104972 Held by Bankers Trust Company as
Trustee (incorporated by reference to Exhibit 2 to the
Company's Current Report on Form 8-K dated August 28, 1996).
4.2 Form of Specimen Trust Share Certificate.
<PAGE>
Exhibit 4.2
[Specimen of Trust Share Certificate]
Number Shares
- ------ -----
GREAT LAKES REIT
Organized Under the Laws of Common Shares of
the State of Maryland Beneficial Interest
See Reverse for Important Notice on Transfer
Restrictions and Other Information
Cusip 390752 10 3
This Certificate is transferable in the Cities of Englewood, CO or New York, NY
This certifies that __________________________________ is the record
holder of fully paid and nonassessable shares of Common Shares of Beneficial
Interest of Great Lakes REIT (the "Company") transferable on the books of the
Company by the holder hereof in person or by its duly authorized attorney, upon
surrender of this Certificate properly endorsed. This Certificate and the shares
represented hereby are issued and shall be held subject to all of the provisions
of the declaration of trust of the Company (the "Declaration of Trust") and the
Bylaws of the Company and any amendments thereto. This Certificate is not valid
unless countersigned and registered by the Transfer Agent and the Registrar.
In Witness Whereof, the Company has caused this Certificate to be
executed on its behalf by its duly authorized officers.
Dated:
Secretary President
Great Lakes REIT
Seal
Maryland
Countersigned and Registered:
Gemisys Transfer Agents
(Englewood, CO)
Transfer Agent and Registrar
By
Authorized Signature
<PAGE>
[Reverse of Certificate]
The Company is authorized to issue shares of beneficial interest
("Shares") of more than one class, consisting of Common Shares and one or more
classes of Preferred Shares, the Board of Directors is authorized to determine
the preferences, limitations and relative rights of any class of the Preferred
Shares before the issuance of shares of such class of Preferred Shares, the
Company will furnish, without charge, to any shareholder making a written
request therefor, a copy of the Company's Declaration of Trust and a written
statement of the designations, relative rights, preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption of the
Shares of each class which the Company has the authority to issue and, if the
Company is authorized to issue any preferred or special class and series, (i)
the differences in the relative rights and preferences between the Shares of
each series to the extent set, and (ii) the authority of the Board of Directors
to set such rights and preferences of subsequent series. Requests for such
written statement may be directed to the Secretary of the Company at its
principal office.
The Shares represented by this Certificate are subject to restrictions
on ownership and transfer for the purpose of the Company's maintenance of its
status as a real estate investment trust under the Internal Revenue Code of
1986, as amended. These restrictions are set forth in the Declaration of Trust
of the Company, copies of which will be furnished to each holder of Common
Shares on request and without charge. Requests for such copies may be directed
to the Secretary of the Company at its principal office.
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:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN -as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - ________________ Custodian _____________
(Cust) (Minor)
under Uniform Gifts to Minors Act _______________________
(State)
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
(Please print or typewrite name and address, including zip code, of Assignee)
shares of the Common Shares of Beneficial Interest represented by this
Certificate, and do hereby irrevocably constitute and appoint
__________________________________ attorney-in-fact to transfer the said shares
on the books of the within-named Company, with full power of substitution in the
premises.
Dated ________________
(Signature)
(Signature)
<PAGE>
[Reverse of Certificate continued]
NOTICE: The signature(s) to this Assignment must correspond with the name(s) as
written upon the face of the Certificate in every particular, without alteration
or enlargement or any change whatsoever.
Signature(s) Guaranteed:
By
The Signature(s) should be guaranteed by an eligible guarantor institution
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with
membership in an approved signature guarantee Medallion Program), pursuant to
SEC Rule 17Ad-15.
