<PAGE>
As filed with the Securities and Exchange Commission on June 11, 1998
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------
GREAT LAKES REIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 36-3844714
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
823 COMMERCE DRIVE, SUITE 300, OAK BROOK, ILLINOIS 60523
(Address, Including Zip Code, of Principal Executive Offices)
GREAT LAKES REIT, INC. STOCK OPTION
PLAN FOR INDEPENDENT DIRECTORS
(Full Title of the Plan)
Richard L. Rasley
Executive Vice President, Co-General Counsel
and Secretary
Great Lakes REIT, Inc.
823 Commerce Drive, Suite 300
Oak Brook, Illinois 60523
(Name and Address of Agent for Service)
(630) 368-2900
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities to offering aggregate Amount of
be Amount to be price per offering registration
registered registered(1) share price fee
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 242,409 shares $17.5625(2) $4,257,309(2) $1,256
- ------------------------------------------------------------------------------
(1) Pursuant to Rule 416, this Registration Statement covers, in addition to
the number of shares of Common Stock stated, an indeterminate number of
shares of Common Stock that by reason of certain events specified in the
plan may become subject to such plan.
(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
amount of the registration fee.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of
1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents that have been filed by Great Lakes REIT, Inc.
(the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(3) The Company's Current Report on Form 8-K/A dated February 6, 1998,
filed with the Commission on February 20, 1998; the Company's Current
Report on Form 8-K dated April 17, 1998, filed with the Commission on
April 20, 1998; the Company's Current Report on Form 8-K dated
April 21, 1998, filed with the Commission on April 24, 1998; and the
Company's Current Report on Form 8-K dated May 22, 1998, filed with
the Commission on June 4, 1998; and
(4) The description of the Company's common stock, $.01 par value, set
forth in the Company's Registration Statement on Form 8-A filed with
the Commission on April 21, 1997, as amended by the Company's
Registration Statement on Form 8-A/A filed with the Commission on
November 17, 1997, including any amendment or report filed for the
purpose of updating that description.
All documents that shall be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") subsequent to the filing of this registration statement and
prior to the filing of a post-effective amendment indicating that all
securities offered have been sold or deregistering all securities then
remaining unsold thereunder
<PAGE>
shall be deemed to be incorporated herein by reference and shall be deemed to
be a part hereof from the date of filing thereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. (The Common Stock is registered under Section 12 of the
Exchange Act.)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Maryland General Corporation Law, as amended (the "MGCL"), permits a
Maryland corporation to include in its charter a provision limiting the
liability of its directors and officers to the corporation and its stockholders
for money damages except for liability resulting from (a) actual receipt of an
improper benefit or profit in money, property or services or (b) active and
deliberate dishonesty established by a final judgment as being material to the
cause of action. The charter of the Company (the "Charter") contains such a
provision which eliminates such liability to the maximum extent permitted by the
MGCL.
The Charter obligates the Company to indemnify the directors and officers
(and former directors and officers) of the Company to the fullest extent
permitted by the MGCL. The bylaws of the Company (the "Bylaws") obligate it, to
the maximum extent permitted by Maryland law, to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former director or officer who is made a party to the
proceeding by reason of his service in that capacity or (b) any individual who,
while a director of the Company and at the request of the Company, serves or has
served another corporation, partnership, joint venture, trust, employee benefit
plan or any other enterprise as a director, officer, partner or trustee of such
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise and who is made a party to the proceeding by reason of his service in
that capacity. The Charter and Bylaws also permit the Company to indemnify and
advance expenses to any person who served a predecessor of the Company in any of
the capacities described above and to any employee or agent of the Company or a
predecessor of the Company.
The MGCL requires a corporation (unless its charter provides otherwise,
which the Charter does not) to indemnify a director or officer who has been
successful, on the merits or otherwise, in the defense of any proceeding to
which he is made a party by reason of his service in that capacity. The MGCL
permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities unless it is established that (a) the act or omission of the director
or officer was material to the matter giving rise to the proceeding and (i) was
committed in bad faith or (ii) was the result of active and deliberate
dishonesty, (b) the director or officer actually received an improper personal
benefit in money, property or services or (c) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. However, under the MGCL, a Maryland corporation may
not indemnify
<PAGE>
for an adverse judgment in a suit by or in the right of the corporation. In
addition, the MGCL requires the Company, as a condition to advancing
expenses, to obtain (a) a written affirmation by the director or officer of
his good faith belief that he has met the standard of conduct necessary for
indemnification by the Company as authorized by the Bylaws and (b) a written
statement by or on his behalf to repay the amount paid or reimbursed by the
Company if it shall ultimately be determined that the standard of conduct was
not met.
The Company has director and officer liability insurance under which
each of the Company's directors and officers is insured against certain
liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Articles of Amendment and Restatement of the Company (incorporated
by reference to Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1997).
4.2 Amended and restated bylaws of the Company dated September 11, 1997
(incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-3, as amended, Commission File
No. 333-40129).
4.3 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).
4.4 Great Lakes REIT, Inc. Stock Option Plan for Independent Directors
(incorporated by reference to Exhibit 10.7 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997).
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the validity
of the securities registered hereunder.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (set forth in
their opinion filed as Exhibit 5 to this Registration Statement).
24 Power of Attorney.
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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.
<PAGE>
(c) 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 foregoing provisions, 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 the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
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 its 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 Act and will
be governed by the final adjudication of such issue.
<PAGE>
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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on this
11th day of June, 1998.
GREAT LAKES REIT, INC.
By: /s/ Richard L. Rasley
---------------------
Richard L. Rasley
Executive Vice President, Co-General
Counsel and Secretary
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/ Richard A. May Chairman of the Board June 11, 1998
------------------- of Directors and Chief Executive
Richard A. May Officer (Principal Executive
Officer); Director
/s/ Richard L. Rasley Executive Vice President, June 11, 1998
------------------- Secretary, Co-General Counsel
Richard L. Rasley and Director
/s/ James Hicks Senior Vice President - Finance, June 11, 1998
------------------- Chief Financial Officer and
James Hicks Treasurer (Principal Financial
and Accounting Officer)
*
------------------- Director
James J. Brinkerhoff
*
------------------- Director
Daniel E. Josephs
*
------------------- Director
Edward Lowenthal
*
------------------- Director
Daniel P. Kearney
<PAGE>
*
------------------- Director
Donald E. Phillips
*
------------------- Director
Walter H. Teninga
</TABLE>
* This registration statement has been signed on behalf of the above-named
directors of the Company by Richard L. Rasley, Executive Vice President,
Co-General Counsel and Secretary of the Company, as attorney-in-fact
pursuant to a power of attorney filed with the Securities and Exchange
Commission as Exhibit 24 to this Registration Statement.
DATED: June 11, 1998 By: /s/ Richard L. Rasley
-----------------
Richard L. Rasley,
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Description
------- -------------------
4.1 Articles of Amendment and Restatement of the
Company (incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1997).
4.2 Amended and restated bylaws of the Company dated
September 11, 1997 (incorporated by reference to
Exhibit 4.2 to the Company's Registration
Statement on Form S-3, as amended, Commission
File No. 333-40129).
4.3 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).
4.4 Great Lakes REIT, Inc. Stock Option Plan for
Independent Directors (incorporated by reference
to Exhibit 10.7 to the Company's Annual Report
on Form 10-K for the fiscal year ended
December 31, 1997).
5 Opinions of Ballard Spahr Andrews & Ingersoll,
LLP as to the validity of the securities
registered hereunder.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ballard Spahr Andrews & Ingersoll,
LLP (set forth in their opinion filed as
Exhibit 5 to this Registration Statement).
24 Power of Attorney.
<PAGE>
Exhibit 5
[Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]
June 11, 1998
Great Lakes REIT, Inc.
823 Commerce Drive
Suite 300
Oak Brook, Illinois 60523
Re: Registration Statement on Form S-8:
Stock Option Plan for Independent Directors
-------------------------------------------
Ladies and Gentlemen:
We have served as Maryland counsel to Great Lakes REIT, Inc., a Maryland
corporation (the "Company"), in connection with certain matters of Maryland
law arising out of the registration of 242,409 shares (the "Shares") of
Common Stock, $.01 par value per share, of the Company ("Common Stock")
covered by the above-referenced Registration Statement (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "1933 Act").
The Shares are to be issued by the Company pursuant to the Company's Stock
Option Plan for Independent Directors (the "Directors' Plan"). Capitalized
terms used but not defined herein shall have the meanings given to them in
the Registration Statement.
In connection with our representation of the Company, and as a basis for
the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement, filed with the Securities and Exchange
Commission (the "Commission"), pursuant
<PAGE>
Great Lakes REIT, Inc.
June 11, 1998
Page 2
to the Securities Act of 1933, as amended (the "1933 Act"), and the related
form of prospectus in the form in which it will be sent or given to employees
of the Company in accordance with Rule 428(b)(1) under the 1933 Act;
2. The charter of the Company (the "Charter"), certified as of a
recent date by the State Department of Assessments and Taxation of Maryland
(the "SDAT");
3. The Bylaws of the Company, certified as of a recent date by its
Secretary;
4. Resolutions adopted by the Board of Directors of the Company
relating to (i) the approval of the Directors' Plan and (ii) the issuance and
registration of the Shares, certified as of a recent date by the Secretary of
the Company;
5. A specimen of the certificate representing a share of Common Stock,
certified as of a recent date by the Secretary of the Company;
6. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
7. A certificate executed by the Secretary of the Company, dated the
date hereof;
8. The Directors' Plan; and
9. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent with, the following:
<PAGE>
Great Lakes REIT, Inc.
June 11, 1998
Page 3
1. Each individual executing any of the Documents, whether on behalf
of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents
to which such party is a signatory, and such party's obligations set forth
therein are legal, valid and binding and are enforceable in accordance with
all stated terms.
4. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All
public records reviewed or relied upon by us or on our behalf are true and
complete. All statements and information contained in the Documents are true
and complete. There has been no oral or written modification or amendment to
the Documents, or waiver of any of the provision of any of the Documents, by
action or omission of the parties or otherwise.
5. The Shares will not be issued in violation of any restriction or
limitation contained in Article VII of the Charter.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under
and by virtue of the laws of the State of Maryland and is in good standing
with the SDAT.
<PAGE>
Great Lakes REIT, Inc.
June 11, 1998
Page 4
2. The Shares have been duly authorized for issuance pursuant to the
Directors' Plan and, when and if issued and delivered against payment
therefor in the manner described in the Directors' Plan, will be (assuming
that upon any such issuance the total number of shares of Common Stock issued
and outstanding will not exceed the total number of shares of Common Stock
that the Company is then authorized to issue under the Charter) validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State of
Maryland and we do not express any opinion herein concerning any other law.
We express no opinion as to compliance with the securities (or "blue sky")
laws or the real estate syndication laws of the State of Maryland.
We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Securities
and Exchange Commission as an exhibit to the Registration Statement and,
accordingly, may not be relied upon by, quoted in any manner to, or delivered
to any other person or entity without, in each instance, our prior written
consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Great Lakes REIT, Inc. Stock Option Plan For
Independent Directors of Great Lakes, REIT, Inc. of our reports indicated
below filed with the Securities and Exchange Commission.
Financial Statements Date of Auditors' Report
-------------------- ------------------------
Consolidated financial statements and January 29, 1998, except for
schedule of Great Lakes REIT, Inc. Note 14 as to which the date is
included in its Annual Report (Form 10- March 13, 1998
K) for the year ended December 31, 1997
Statement of revenue and certain December 17, 1997
expenses of TRI-ATRIA Office Building
for the year ended December 31, 1996
included in the Current Report (Form 8-
K/A) of Great Lakes REIT, Inc. dated
February 6, 1998
Statement of revenue and certain December 19, 1997
expenses of 777 Eisenhower Plaza for
the year ended December 31, 1996
included in the Current Report (Form 8-
K/A) of Great Lakes REIT, Inc. dated
February 6, 1998
Ernst & Young LLP
Chicago, Illinois
June 11, 1998
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(Regarding Form S-8)
The undersigned, as a director of Great Lakes REIT, Inc. (the
"Company"), does hereby constitute and appoint Richard A. May, Richard L.
Rasley and James Hicks, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Company's Registration Statement on Form S-8 and any
and all amendments (including post-effective amendments) hereto, and to file
the same, with exhibits and schedules thereto, and other documents therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact, full power and authority to do and perform each and every
act and thing necessary or desirable to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitute,
may lawfully do or cause to be done by virtue hereof.
This Power of Attorney has been signed below by the following persons as
of the 4th day of May, 1998.
/s/ James J. Brinkerhoff
- ------------------------
James J. Brinkerhoff
/s/ Daniel E. Josephs
- ------------------------
Daniel E. Josephs
/s/ Daniel P. Kearney
- ------------------------
Daniel P. Kearney
/s/ Edward Lowenthal
- ------------------------
Edward Lowenthal
/s/ Donald E. Phillips
- ------------------------
Donald E. Phillips
/s/ Walter H. Teninga
- ------------------------
Walter H. Teninga
