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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TriNet Corporate Realty Trust, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 94-3175659
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
Four Embarcadero Center, Suite 3150, San Francisco, CA 94111
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(Address of principal executive offices) (Zip Code)
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<S> <C>
If this Form relates to the If this Form relates to the registration
registration of a class of debt of a class of debt securities and is to
securities and is effective upon filing become effective simultaneously with
pursuant to General Instruction A(c)(1) the effectiveness of a concurrent
please check the following box. / / registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check
the following box. / /
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of Class to be so registered which each class is to be registered
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9.20% Series B Cumulative
Preferred Stock, par value $.01 per share New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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(title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Item 1. Description of Registrant's Securities to be Registered
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A description of the 9.20% Series B Cumulative Preferred Stock, par
value $.01 per share of the Registrant is contained in a Rule 424(b) Prospectus
Supplement supplementing the Registrant's Registration Statement on Form S-3,
No. 33-80709, which became effective on January 24, 1996, which Prospectus
Supplement shall be deemed to be incorporated herein by reference for all
purposes.
Item 2. Exhibits
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The securities described herein are to be registered on the New York
Stock Exchange, on which other securities of the Registrant are registered.
Accordingly, the following exhibits, required in accordance with Part I to the
Instructions as to Exhibits on Form 8-A, have been duly filed with the New York
Stock Exchange:
(1) Definitive Articles Supplementary to Articles of
Amendment and Restatement Establishing and Fixing the
Rights and Preferences of a Series of Shares of
Preferred Stock (Series B Preferred Stock).
(2)* Articles Supplementary to Articles of Amendment and
Restatement Establishing and Fixing the Rights and
Preferences of a Series of Shares of Preferred Stock
of Registrant (Series A Preferred Stock).
(3)* Articles of Amendment and Restatement of Registrant.
(4)* Amended and Restated By-laws of Registrant.
(Incorporated by reference to Exhibit 3.1(ii) of the
Registration Statement on Form S-11 of TriNet
Corporate Realty Trust, Inc., Registration No.
33-59836.)
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* Previously filed.
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
TriNet Corporate Realty Trust, Inc.
By: /s/ Debra Hansen Paul
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Debra Hansen Paul
Vice President and Assistant
Secretary
August 9, 1996
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EXHIBIT 1
TRINET CORPORATE REALTY TRUST, INC.
ARTICLES SUPPLEMENTARY
ESTABLISHING AND FIXING THE RIGHTS AND
PREFERENCES OF A SERIES OF SHARES OF PREFERRED STOCK
TriNet Corporate Realty Trust, Inc., a Maryland corporation (the
"Corporation"), certifies to the Secretary of State of Maryland that:
FIRST: Pursuant to the authority expressly vested in the Board of Directors of
the Corporation by Article VII of its Articles of Amendment and Restatement, as
heretofore amended (which, as hereafter restated or amended from time to time,
are together with these Articles Supplementary herein called the "Charter"), the
Board of Directors has, by resolution, duly divided and classified 1,495,000
shares of the Preferred Stock of the Corporation into a series designated 9.20%
Series B Cumulative Preferred Stock and has provided for the issuance of such
series.
SECOND: The preferences, rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption of the shares
of such series of Preferred Stock are as follows:
(1) DESIGNATION AND NUMBER. A series of Preferred Stock, designated the "9.20%
Series B Cumulative Preferred Stock" (the "Series B Preferred"), is hereby
established. The number of shares of the Series B Preferred shall be
1,495,000.
(2) RANK. The Series B Preferred shall, with respect to dividend rights and
rights upon liquidation, dissolution or winding up of the Corporation, rank (a)
senior to all classes or series of Common Stock of the Corporation, and to all
equity securities ranking junior to such Series B Preferred; (b) on a parity
with the Corporation's 9 3/8% Series A Cumulative Preferred Stock (the "Series A
Preferred") and all other equity securities issued by the Corporation the terms
of which specifically provide that such equity securities rank on a parity with
the Series B Preferred; and (c) junior to all equity securities issued by the
Corporation the terms of which specifically provide that such equity securities
rank senior to the Series B Preferred. The term "equity securities" shall not
include convertible debt securities.
(3) Dividends.
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(a) Holders of the then outstanding shares of Series B Preferred shall
be entitled to receive, when and as declared by the Board of Directors, out of
funds legally available for the payment of dividends, cumulative preferential
cash dividends at the rate of 9.20% of the $25.00 liquidation preference per
annum (equivalent to a fixed annual amount of $2.30 per share). Such dividends
shall be cumulative from the first date on which any Series B Preferred is
issued and shall be payable quarterly in arrears on or before March 15, June 15,
September 15 and December 15 of each year or, if not a business day, the next
succeeding
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business day (each, a "Dividend Payment Date"). The first dividend, which will
be paid on September 15, 1996, will be for less than a full quarter. Such
dividend and any dividend payable on the Series B Preferred for any partial
dividend period will be computed on the basis of a 360-day year consisting of
twelve 30-day months. Dividends will be payable to holders of record as they
appear in the stock records of the Corporation at the close of business on the
applicable record date, which shall be the first day of the calendar month on
which the applicable Dividend Payment Date falls or on such other date
designated by the Board of Directors of the Corporation for the payment of
dividends that is not more than 30 nor less than 10 days prior to such Dividend
Payment Date (each, a "Dividend Record Date").
(b) No dividends on shares of Series B Preferred shall be declared by
the Board of Directors of the Corporation or paid or set apart for payment by
the Corporation at such time as the terms and provisions of any agreement of the
Corporation, including any agreement relating to its indebtedness, prohibits
such declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.
(c) Notwithstanding the foregoing, dividends on the Series B Preferred
shall accrue whether or not the terms and provisions set forth in Section 3(b)
hereof at any time prohibit the current payment of dividends, whether or not the
Corporation has earnings, whether or not there are funds legally available for
the payment of such dividends and whether or not such dividends are declared.
Accrued but unpaid dividends on the Series B Preferred will accumulate as of the
Dividend Payment Date on which they first become payable.
(d) Except as provided in Section 3(e) below, no dividends will be
declared or paid or set apart for payment on any capital stock of the
Corporation or any other series of preferred stock ranking, as to dividends, on
a parity with or junior to the Series B Preferred (other than a dividend in
shares of the Corporation's Common Stock or in any other class of stock ranking
junior to the Series B Preferred as to dividends and upon liquidation) for any
period unless full cumulative dividends have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof
is set apart for such payment on the Series B Preferred for all past dividend
periods and the then current dividend period.
(e) When dividends are not paid in full (or a sum sufficient for such
full payment is not so set apart) upon the Series B Preferred and the shares of
any other series of Preferred Stock ranking on a parity as to dividends with the
Series B Preferred, all dividends declared upon the Series B Preferred and any
other series of Preferred Stock ranking on a parity as to dividends with the
Series B Preferred shall be declared pro rata so that the amount of dividends
declared per share of Series B Preferred and such other series of Preferred
Stock shall in all cases bear to each other the same ratio that accrued
dividends per share on the Series B Preferred and such other series of Preferred
Stock (which shall not include any accrual in respect of unpaid dividends for
prior dividend periods if such Preferred Stock does not have a cumulative
dividend) bear to each other. No interest, or sum of money in lieu of
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interest, shall be payable in respect of any dividend payment or payments on
Series B Preferred which may be in arrears.
(f) Except as provided in the immediately preceding paragraph, unless
full cumulative dividends on the Series B Preferred have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for payment for all past dividend periods and the
then current dividend period, no dividends (other than in shares of Common Stock
or other shares of capital stock ranking junior to the Series B Preferred as to
dividends and upon liquidation) shall be declared or paid or set aside for
payment nor shall any other distribution be declared or made upon the Common
Stock, or any other capital stock of the Corporation ranking junior to or on a
parity with the Series B Preferred as to dividends or upon liquidation, nor
shall any shares of Common Stock, or any other shares of capital stock of the
Corporation ranking junior to or on a parity with the Series B Preferred as to
dividends or upon liquidation be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any such shares) by the Corporation (except by conversion
into or exchange for other capital stock of the Corporation ranking junior to
the Series B Preferred as to dividends and upon liquidation).
(g) Any dividend payment made on shares of the Series B Preferred shall
first be credited against the earliest accrued but unpaid dividend due with
respect to such shares which remains payable. Holders of the Series B Preferred
shall not be entitled to any dividend, whether payable in cash, property or
stock in excess of full cumulative dividends on the Series B Preferred as
described above.
(4) Liquidation Preference.
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(a) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, the holders of shares of Series B
Preferred then outstanding are entitled to be paid out of the assets of the
Corporation legally available for distribution to its stockholders a liquidation
preference of $25.00 per share, plus an amount equal to any accrued and unpaid
dividends to the date of payment, before any distribution of assets is made to
holders of Common Stock or any other class or series of capital stock of the
Corporation that ranks junior to the Series B Preferred as to liquidation
rights.
(b) In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of the Corporation
are insufficient to pay the amount of the liquidating distributions on all
outstanding shares of Series B Preferred and the corresponding amounts payable
on all shares of other classes or series of capital stock of the Corporation
ranking on a parity with the Series B Preferred in the distribution of assets,
then the holders of the Series B Preferred and all other such classes or series
of capital stock shall share ratably in any such distribution of assets in
proportion to the full liquidating distributions to which they would otherwise
be respectively entitled.
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(c) After payment of the full amount of the liquidating distributions
to which they are entitled, the holders of Series B Preferred will have no right
or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up
of the Corporation, stating the payment date or dates when, and the place or
places where, the amounts distributable in such circumstances shall be payable,
shall be given by first class mail, postage pre-paid, not less than 30 nor more
than 60 days prior to the payment date stated therein, to each record holder of
the Series B Preferred at the respective addresses of such holders as the same
shall appear on the stock transfer records of the Corporation.
(e) The consolidation or merger of the Corporation with or into any
other corporation, trust or entity or of any other corporation with or into the
Corporation, or the sale, lease or conveyance of all or substantially all of the
property or business of the Corporation, shall not be deemed to constitute a
liquidation, dissolution or winding up of the Corporation.
(5) Redemption.
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(a) Right of Optional Redemption. The Series B Preferred is not
redeemable prior to August 15, 2001. However, in order to ensure that the
Corporation remains a qualified real estate investment trust ("REIT") for
Federal income tax purposes, the Series B Preferred will be subject to the
provisions of Article IX of the Charter. Pursuant to Article IX, Series B
Preferred owned by a stockholder in excess of the Ownership Limit will
automatically be exchanged for shares of Excess Stock and the Corporation will
have the right to purchase Excess Stock from the holder. On and after August 15,
2001, the Corporation, at its option and upon not less than 30 nor more than 60
days' written notice, may redeem shares of the Series B Preferred, in whole or
in part, at any time or from time to time, for cash at a redemption price of
$25.00 per share, plus all accrued and unpaid dividends thereon to the date
fixed for redemption (except as provided in Section 5(c) below), without
interest. If less than all of the outstanding Series B Preferred is to be
redeemed, the Series B Preferred to be redeemed shall be selected pro rata (as
nearly as may be practicable without creating fractional shares) or by any other
equitable method determined by the Corporation.
(b) Limitations on Redemption.
(i) The redemption price of the Series B Preferred (other than
the portion thereof consisting of accrued and unpaid dividends) is payable
solely out of the sale proceeds of other capital stock of the Corporation, which
may include other series of Preferred Stock, and from no other source. For
purposes of the preceding sentence, "capital stock" means any equity securities
(including Common Stock and Preferred Stock), shares, interest, participation or
other ownership interests (however designated) and any rights (other than debt
securities convertible into or exchangeable for equity securities) or options to
purchase any of the foregoing.
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(ii) Unless full cumulative dividends on all shares of Series
B Preferred shall have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for payment for
all past dividend periods and the then current dividend period, no shares of
Series B Preferred shall be redeemed unless all outstanding shares of Series B
Preferred are simultaneously redeemed, and the Corporation shall not purchase or
otherwise acquire directly or indirectly any shares of Series B Preferred,
(except by exchange for capital stock of the Corporation ranking junior to the
Series B Preferred as to dividends and upon liquidation); provided, however,
that the foregoing shall not prevent the purchase by the Corporation of shares
of Excess Stock in order to ensure that the Corporation remains qualified as a
REIT for Federal income tax purposes or the purchase or acquisition of shares of
Series B Preferred pursuant to a purchase or exchange offer made on the same
terms to holders of all outstanding shares of Series B Preferred.
(c) Rights to Dividends on Shares Called for Redemption. Immediately
prior to any redemption of Series B Preferred, the Corporation shall pay, in
cash, any accumulated and unpaid dividends through the redemption date, unless a
redemption date falls after a Dividend Record Date and prior to the
corresponding Dividend Payment Date, in which case each holder of Series B
Preferred at the close of business on such Dividend Record Date shall be
entitled to the dividend payable on such shares on the corresponding Dividend
Payment Date notwithstanding the redemption of such shares before such Dividend
Payment Date. Except as provided above, the Corporation will make no payment or
allowance for unpaid dividends, whether or not in arrears, on Series B Preferred
which is redeemed.
(d) Procedures for Redemption.
(i) Notice of redemption will be (A) given by publication in a
newspaper of general circulation in the City of New York, such publication to be
made once a week for two successive weeks commencing not less than 30 nor more
than 60 days prior to the redemption date, and (B) mailed by the Corporation,
postage prepaid, not less than 30 nor more than 60 days prior to the redemption
date, addressed to the respective holders of record of the Series B Preferred to
be redeemed at their respective addresses as they appear on the stock transfer
records of the Corporation. No failure to give such notice or any defect thereto
or in the mailing thereof shall affect the validity of the proceedings for the
redemption of any shares of Series B Preferred except as to the holder to whom
notice was defective or not given.
(ii) In addition to any information required by law or by the
applicable rules of any exchange upon which Series B Preferred may be listed or
admitted to trading, such notice shall state: (A) the redemption date; (B) the
redemption price; (C) the number of shares of Series B Preferred to be redeemed;
(D) the place or places where the Series B Preferred is to be surrendered for
payment of the redemption price; and (E) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. If less than all of the
Series B Preferred held by any holder is to be redeemed, the notice mailed to
such holder shall also specify the number of shares of Series B Preferred held
by such holder to be redeemed.
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(iii) If notice of redemption of any shares of Series B
Preferred has been given and if the funds necessary for such redemption have
been set aside by the Corporation in trust for the benefit of the holders of any
shares of Series B Preferred so called for redemption, then from and after the
redemption date dividends will cease to accrue on such shares of Series B
Preferred, such shares of Series B Preferred shall no longer be deemed
outstanding and all rights of the holders of such shares will terminate, except
the right to receive the redemption price. Holders of Series B Preferred to be
redeemed shall surrender such Series B Preferred at the place designated in such
notice and, upon surrender in accordance with said notice of the certificates
for shares of Series B Preferred so redeemed (properly endorsed or assigned for
transfer, if the Corporation shall so require and the notice shall so state),
such shares of Series B Preferred shall be redeemed by the Corporation at the
redemption price plus any accrued and unpaid dividends payable upon such
redemption. In case less than all the shares of Series B Preferred represented
by any such certificate are redeemed, a new certificate or certificates shall be
issued representing the unredeemed shares of Series B Preferred without cost to
the holder thereof.
(iv) The deposit of funds with a bank or trust corporation for
the purpose of redeeming Series B Preferred shall be irrevocable except that:
(A) the Corporation shall be entitled to receive from such
bank or trust corporation the interest or other earnings, if any, earned on any
money so deposited in trust, and the holders of any shares redeemed shall have
no claim to such interest or other earnings; and
(B) any balance of monies so deposited by the Corporation
and unclaimed by the holders of the Series B Preferred entitled thereto at the
expiration of two years from the applicable redemption dates shall be repaid,
together with any interest or other earnings thereon, to the Corporation, and
after any such repayment, the holders of the shares entitled to the funds so
repaid to the Corporation shall look only to the Corporation for payment without
interest or other earnings.
(e) Application of Article IX. The shares of Series B Preferred are
subject to the provisions of Article IX of the Charter, including, without
limitation, the provision for the redemption of Excess Stock (as defined in such
Article). In addition to the redemption rights set forth in Article IX of the
Charter, Excess Stock issued upon exchange of shares of Series B Preferred
pursuant to such Article may be redeemed, in whole or in part, at any time when
outstanding shares of Series B Preferred are being redeemed, for cash at a
redemption price of $25.00 per share, plus all accrued and unpaid dividends on
the shares of Series B Preferred, which were exchanged for such Excess Stock,
through the date of such exchange, without interest. Such Excess Stock shall be
redeemed in such proportion and in accordance with such procedures as shares of
Series B Preferred are being redeemed.
(f) Status of Redeemed Shares. Any shares of Series B Preferred that
shall at any time have been redeemed shall, after such redemption, have the
status of authorized but
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unissued preferred stock, without designation as to series until such shares are
once more designated as part of a particular series by the Board of Directors.
(6) Voting Rights.
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(a) Holders of the Series B Preferred will not have any voting rights,
except as set forth below or as otherwise from time to time required by law.
(b) Whenever dividends on any shares of Series B Preferred shall be in
arrears for six or more quarterly periods (a "Preferred Dividend Default"), the
holders of such shares of Series B Preferred (voting separately as a class with
the holders of Series A Preferred and all other series of Preferred Stock
ranking on a parity with the Series B Preferred as to dividends or upon
liquidation ("Parity Preferred") upon which like voting rights have been
conferred and are exercisable) will be entitled to vote for the election of a
total of two additional directors of the Corporation (the "Preferred Stock
Directors") at a special meeting called by the holders of record of at least 20%
of the Series B Preferred or the holders of any other series of Parity Preferred
so in arrears (unless such request is received less than 90 days before the date
fixed for the next annual or special meeting of stockholders) or at the next
annual meeting of stockholders, and at each subsequent annual meeting until all
dividends accumulated on such shares of Series B Preferred for the past dividend
periods and the dividend for the then current dividend period shall have been
fully paid or declared and a sum sufficient for the payment thereof set aside
for payment.
(c) If and when all accumulated dividends and the dividend for the then
current dividend period on the Series B Preferred shall have been paid in full
or set aside for payment in full, the holders of shares of Series B Preferred
shall be divested of the voting rights set forth in Section 6(b) hereof (subject
to revesting in the event of each and every Preferred Dividend Default) and, if
all accumulated dividends and the dividend for the current dividend period have
been paid in full or set aside for payment in full on all other series of Parity
Preferred upon which like voting rights have been conferred and are exercisable,
the term of office of each Preferred Stock Director so elected shall terminate.
Any Preferred Stock Director may be removed at any time with or without cause by
the vote of, and shall not be removed otherwise than by the vote of, the holders
of record of a majority of the outstanding shares of the Series B Preferred when
they have the voting rights set forth in Section 6(b) (voting separately as a
class with all other series of Parity Preferred upon which like voting rights
have been conferred and are exercisable). So long as a Preferred Dividend
Default shall continue, any vacancy in the office of a Preferred Stock Director
may be filled by written consent of the Preferred Stock Director remaining in
office, or if none remains in office, by a vote of the holders of record of a
majority of the outstanding shares of Series B Preferred when they have the
voting rights set forth in Section 6(b) (voting separately as a class with all
other series of Parity Preferred upon which like voting rights have been
conferred and are exercisable). The Preferred Stock Directors shall each be
entitled to one vote per director on any matter.
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(d) So long as any shares of Series B Preferred remain outstanding, the
Corporation shall not, without the affirmative vote of the holders of at least
two thirds of the shares of the Series B Preferred outstanding at the time,
given in person or by proxy, either in writing or at a meeting (voting
separately as a class), (i) authorize or create, or increase the authorized or
issued amount of, any class or series of capital stock ranking prior to the
Series B Preferred with respect to payment of dividends or the distribution of
assets upon liquidation, dissolution or winding up or reclassify any authorized
capital stock of the Corporation into any such shares, or create, authorize or
issue any obligation or security convertible into or evidencing the right to
purchase any such shares or (ii) amend, alter or repeal the provisions of the
Charter, whether by merger, consolidation or otherwise, so as to materially and
adversely affect any right, preference, privilege or voting power of the Series
B Preferred or the holders thereof; PROVIDED, HOWEVER, that with respect to the
occurrence of any event set forth in (ii) above, so long as the Series B
Preferred remains outstanding with the terms thereof materially unchanged, the
occurrence of any such event shall not be deemed to materially and adversely
affect such rights, preferences, privileges or voting powers of the holders of
the Series B Preferred and; PROVIDED, FURTHER, that any increase in the amount
of the authorized Preferred Stock or the creation or issuance of any other
series of Preferred Stock, or any increase in the amount of authorized shares of
such series, in each case ranking on a parity with or junior to the Series B
Preferred with respect to payment of dividends or the distribution of assets
upon liquidation, dissolution or winding up, shall not be deemed to materially
and adversely affect such rights, preferences, privileges or voting powers.
(e) The foregoing voting provisions will not apply if, at or prior to
the time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding shares of Series B Preferred shall
have been redeemed or called for redemption upon proper notice and sufficient
funds shall have been deposited in trust to effect such redemption.
(7) CONVERSION. The Series B Preferred is not convertible into or exchangeable
for any other property or securities of the Corporation, except that the shares
of Series B Preferred may be exchanged by the Corporation for shares of Excess
Stock, in accordance with Article IX of the Charter.
THIRD: These Articles Supplementary shall be effective at the time the State
Department of Assessments and Taxation of Maryland accepts these Articles
Supplementary for record.
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IN WITNESS WHEREOF, TRINET CORPORATE REALTY TRUST, INC. has caused
these presents to be signed in its name and on its behalf by its Executive Vice
President, and its corporate seal to be hereunto affixed and attested by its
Assistant Secretary, and the said officers of the Corporation further
acknowledge said instrument to be the corporate act of the Corporation, and
state under the penalties of perjury that to the best of their knowledge,
information and belief the matters and facts therein set forth with respect to
approval are true in all material respects.
TRINET CORPORATE REALTY
TRUST, INC.
By: /s/ A. William Stein
-----------------------------
A. William Stein
Executive Vice President
[SEAL]
ATTEST:
/s/ Debra H. Paul
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Debra H. Paul
Assistant Secretary
