<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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SECURITY CAPITAL INDUSTRIAL TRUST
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Maryland 74-2604728
- ---------------------------------------- ------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
14100 East 35th Place, Aurora, Colorado 80011
- ---------------------------------------- ------------------------------------
(Address of Principal Executive Offices) (Zip Code)
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
------------------- ------------------------------
Series C Cumulative Redeemable
Preferred Shares of Beneficial
Interest, par value $0.01 per share New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of Class)
================================================================================
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
A complete description of the Series C Cumulative Redeemable Preferred
Shares of Beneficial Interest, par value $0.01 per share (the "Series C
Preferred Shares"), which are to be registered hereunder is contained under the
caption "Description of Series C Preferred Shares" in the Prospectus
Supplement dated November 7, 1996 to the Prospectus dated October 31, 1996
forming a part of the Form S-3 Registration Statement (File No. 333-13909) of
Security Capital Industrial Trust ("SCI"), filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). Such description, and the related material contained under
the caption "Description of Preferred Shares" in the Prospectus dated October
31, 1996, is hereby incorporated by reference and any description included in a
form of prospectus supplement subsequently filed by SCI pursuant to Rule 424(b)
under the Securities Act shall be deemed to be incorporated by reference into
this registration statement.
Item 2. Exhibits.
The following exhibits are filed herewith and with the New York Stock
Exchange, Inc.
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER EXHIBIT PAGE NO.
- ------ ------- --------
<C> <S> <C>
4.1 Amended and Restated Declaration of Trust of SCI (Incorporated
by reference to Exhibit 4.1 to SCI's Registration Statement No.
33-73382).
4.2 First Certificate of Amendment of Amended and Restated
Declaration of Trust of SCI (Incorporated by reference to
Exhibit 3.1 to SCI's Form 8-K dated June 14, 1994).
4.3 Second Articles of Amendment of Restated Declaration of Trust
of SCI (Incorporated by reference to Exhibit 4.3 to SCI's
Registration Statement No. 33-87306).
4.4 Bylaws of SCI (Incorporated by reference to Exhibit 4.3 to
SCI's Registration Statement No. 33-83208).
4.5 Articles Supplementary with respect to SCI's Series A
Cumulative Redeemable Preferred Shares of Beneficial Interest
(Incorporated by reference to Exhibit 4.8 to SCI's Form 8-A
registration statement relating to such shares).
4.6 First Articles of Amendment to Articles Supplementary with
respect to SCI's Series A Cumulative Redeemable Preferred
Shares of Beneficial Interest (Incorporated by reference to
Exhibit 10.3 to SCI's Form 10-Q for the quarter ended September
30, 1995).
4.7 Articles Supplementary with respect to SCI's Series B
Cumulative Convertible Redeemable Preferred Shares of
Beneficial Interest (Incorporated by reference to exhibit 4.1
to SCI's Form 8-K dated February 14, 1996).
4.8 Articles Supplementary with respect to the Series C Preferred
Shares.
4.9 Rights Agreement (the "Rights Agreement") dated as of December
31, 1993 between SCI and State Street Bank and Trust Company,
including form of Rights Certificate (Incorporated by reference
to Exhibit 4.4 to SCI's Registration Statement No. 33-78080).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER EXHIBIT PAGE NO.
- ------ ------- --------
<C> <S> <C>
4.10 First Amendment dated as of February 15, 1995 to the Rights
Agreement (Incorporated by reference to Exhibit 4.6 to SCI's
Registration Statement No. 33-90940).
4.11 Second Amendment dated as of June 22, 1995 to The Rights
Agreement by and between SCI, State Street Bank and Trust
Company and The First National Bank of Boston (Incorporated by
reference to Exhibit 3.1 to SCI's Form 10-Q for the quarter
ended September 30, 1995).
</TABLE>
<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, thereunto duly authorized.
SECURITY CAPITAL INDUSTRIAL TRUST
By: /s/ Jeffrey A. Klopf
-----------------------------
Jeffrey A. Klopf
Secretary
Dated: November 12, 1996
<PAGE>
EXHIBIT 4.8
Series C Cumulative Redeemable
Preferred Shares of Beneficial Interest
ARTICLES SUPPLEMENTARY
SECURITY CAPITAL INDUSTRIAL TRUST
========================================
Articles Supplementary of Board of Trustees
Classifying and Designating a Series of
Preferred Shares of Beneficial Interest as
Series C Cumulative Redeemable
Preferred Shares of Beneficial Interest and
Fixing Distribution and Other Preferences
and Rights of Such Series
=========================================
Dated as of November 7, 1996
<PAGE>
SECURITY CAPITAL INDUSTRIAL TRUST
=========================================
Articles Supplementary of Board of Trustees
Classifying and Designating a Series of
Preferred Shares of Beneficial Interest as
Series C Cumulative Redeemable
Preferred Shares of Beneficial Interest and
Fixing Distribution and Other Preferences
and Rights of Such Series
=========================================
The undersigned, being all of the Trustees of Security Capital Industrial
Trust, a Maryland real estate investment trust (the "Trust"), hereby certify to
the State Department of Assessments and Taxation of Maryland pursuant to section
8-203(b) of the Annotated Code of Maryland that:
FIRST: The Board of Trustees has classified 2,300,000 unissued shares of
beneficial interest of the Trust as Series C Cumulative Redeemable Preferred
Shares of Beneficial Interest (the "Series C Preferred Shares").
SECOND: The following is a description of the Series C Preferred Shares,
including the preferences, rights, voting powers, restrictions, limitations as
to dividends, qualifications, and terms and conditions of redemption thereof:
Section 1. Number of Shares and Designation. This class of preferred
shares of beneficial interest shall be designated as Series C Cumulative
Redeemable Preferred Shares of Beneficial Interest (the "Series C Preferred
Shares") and the number of shares which shall constitute such series shall not
be more than 2,300,000 shares, par value $0.01 per share, which number may be
decreased (but not below the number thereof then outstanding) from time to time
by the Board of Trustees.
Section 2. Definitions. For purposes of the Series C Preferred Shares,
the following terms shall have the meanings indicated:
"Board of Trustees" shall mean the Board of Trustees of the Trust or
any committee authorized by such Board of Trustees to perform any of its
responsibilities with respect to the Series C Preferred Shares.
<PAGE>
"Business Day" shall mean any day other than a Saturday, Sunday or a
day on which state or federally chartered banking institutions in New York
City, New York are not required to be open.
"Call Date" shall mean the date specified in the notice to holders
required under Section 5(e) as the Call Date.
"Common Shares" shall mean the common shares of beneficial interest of
the Trust, par value $0.01 per share.
"Dividend Payment Date" shall mean the last calendar day of March,
June, September and December in each year, commencing on December 31, 1996;
provided, however, that if any Dividend Payment Date falls on any day other
than a Business Day, the dividend payment due on such Dividend Payment Date
shall be paid on the Business Day immediately following such Dividend
Payment Date.
"Dividend Periods" shall mean quarterly dividend periods commencing on
January 1, April 1, July 1 and October 1 of each year and ending on and
including the day preceding the first day of the next succeeding Dividend
Period (other than the initial Dividend Period, which shall commence on the
Issue Date and end on and include December 31, 1996, and other than the
Dividend Period during which any Series C Preferred Shares shall be
redeemed pursuant to Section 5, which shall end on and include the Call
Date with respect to the Series C Preferred Shares being redeemed).
"Excess Preferred Shares" shall have the meaning set forth in Section
9(a).
"Fully Junior Shares" shall mean the Common Shares and any other class
or series of shares of beneficial interest of the Trust now or hereafter
issued and outstanding over which the Series C Preferred Shares have
preference or priority in both (i) the payment of dividends and (ii) the
distribution of assets on any liquidation, dissolution or winding up of the
Trust.
"Issue Date" shall mean November 13, 1996.
"Junior Shares" shall mean the Common Shares and any other class or
series of shares of beneficial interest of the Trust now or hereafter
issued and outstanding over which the Series C Preferred Shares have
preference or priority in the payment of dividends or in the distribution
of assets on any liquidation, dissolution or winding up of the Trust.
"Parity Shares" shall have the meaning set forth in Section 7(b).
-2-
<PAGE>
"Person" shall mean any individual, firm, partnership, corporation,
limited liability company or other entity, and shall include any successor
(by merger or otherwise) of such entity.
"Restricted Parties" shall have the meaning set forth in Section 8.
"Series C Preferred Shares" shall have the meaning set forth in
Section 1.
"set apart for payment" shall be deemed to include, without any action
other than the following, the recording by the Trust in its accounting
ledgers of any accounting or bookkeeping entry which indicates, pursuant to
a declaration of dividends or other distribution by the Board of Trustees,
the allocation of funds to be so paid on any series or class of shares of
beneficial interest of the Trust; provided, however, that if any funds for
any class or series of Junior Shares or any class or series of shares of
beneficial interest ranking on a parity with the Series C Preferred Shares
as to the payment of dividends are placed in a separate account of the
Trust or delivered to a disbursing, paying or other similar agent, then
"set apart for payment" with respect to the Series C Preferred Shares shall
mean placing such funds in a separate account or delivering such funds to a
disbursing, paying or other similar agent.
"Transfer Agent" means The First National Bank of Boston, Boston,
Massachusetts, or such other agent or agents of the Trust as may be
designated by the Board of Trustees or their designee as the transfer
agent, registrar and dividend disbursing agent for the Series C Preferred
Shares.
"Voting Preferred Shares" shall have the meaning set forth in Section
8.
Section 3. Dividends.
(a) The holders of Series C Preferred Shares shall be entitled to
receive, when, as and if declared by the Board of Trustees, out of funds
legally available for the payment of dividends, cumulative preferential
dividends payable in cash in an amount per share equal to 8.54% of the
liquidation preference per annum (equivalent to $4.27 per share), except as
provided in Section 3(b). Such dividends shall begin to accrue and shall
be fully cumulative from the Issue Date, whether or not in any Dividend
Period or Periods there shall be funds of the Trust legally available for
the payment of such dividends, and shall be payable quarterly, when, as and
if declared by the Board of Trustees, in arrears on Dividend Payment Dates,
commencing on December 31, 1996. Each such dividend shall be payable in
arrears to the holders of record of Series C Preferred Shares as they
appear in the records of the Trust at the close of business on such record
dates, not less than 10 nor more than 50 days preceding such Dividend
Payment Dates thereof, as shall be fixed by the Board of Trustees. Accrued
and unpaid dividends for any past Dividend Periods may be declared and paid
at any time and for
-3-
<PAGE>
such interim periods, without reference to any regular Dividend Payment
Date, to holders of record on such date, not less than 10 nor more than 50
days preceding the payment date thereof, as may be fixed by the Board of
Trustees. Any dividend payment made on Series C Preferred Shares shall
first be credited against the earliest accrued but unpaid dividend due with
respect to Series C Preferred Shares which remains payable.
(b) The holders of Series C Preferred Shares shall be entitled to
receive, when, as and if declared by the Board of Trustees, a partial
dividend for the initial Dividend Period from the Issue Date until December
31, 1996. The amount of dividends payable for such period, or any other
period shorter than a full Dividend Period, on the Series C Preferred
Shares shall be computed on the basis of a 360-day year of twelve 30-day
months. Holders of Series C Preferred Shares shall not be entitled to any
dividends, whether payable in cash, property or shares, in excess of
cumulative dividends, as herein provided, on the Series C Preferred Shares.
No interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend payment or payments on the Series C Preferred
Shares which may be in arrears.
(c) So long as any Series C Preferred Shares are outstanding, no
dividends, except as described in the immediately following sentence, shall
be declared or paid or set apart for payment on any class or series of
Parity Shares 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 set apart for such payment on the Series C
Preferred Shares for all Dividend Periods terminating on or prior to the
dividend payment date on such class or series of Parity Shares. When
dividends are not paid in full or a sum sufficient for such payment is not
set apart, as aforesaid, all dividends declared upon Series C Preferred
Shares and all dividends declared upon any other class or series of Parity
Shares shall be declared ratably in proportion to the respective amounts of
dividends accumulated and unpaid on the Series C Preferred Shares and
accumulated and unpaid on such Parity Shares.
(d) So long as any Series C Preferred Shares are outstanding, no
dividends (other than dividends or distributions paid solely in shares of,
or options, warrants or rights to subscribe for or purchase shares of,
Fully Junior Shares) shall be declared or paid or set apart for payment or
other distribution shall be declared or paid or set apart for payment upon
Junior Shares, nor shall any Junior Shares be redeemed, purchased or
otherwise acquired (other than a redemption, purchase or other acquisition
of Common Shares made for purposes of an employee incentive or benefit plan
of the Trust or any subsidiary) for any consideration (or any moneys be
paid to or made available for a sinking fund for the redemption of any
Junior Shares) by the Trust, directly or indirectly (except by conversion
into or exchange for Fully Junior Shares), unless in each case (i) the full
cumulative dividends on all outstanding Series C Preferred Shares and any
other Parity Shares of the Trust shall have been or contemporaneously are
declared and paid or declared and set apart for payment for all past
Dividend Periods with respect to the
-4-
<PAGE>
Series C Preferred Shares and all past dividend periods with respect to
such Parity Shares and (ii) sufficient funds shall have been or
contemporaneously are declared and paid or declared and set apart for the
payment of the dividend for the current Dividend Period with respect to the
Series C Preferred Shares and the current dividend period with respect to
such Parity Shares.
(e) No distributions on Series C Preferred Shares shall be declared by
the Board of Trustees or paid or set apart for payment by the Trust at such
time as the terms and provisions of any agreement of the Trust, 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.
Section 4. Liquidation Preference.
(a) In the event of any liquidation, dissolution or winding up of the
Trust, whether voluntary or involuntary, before any payment or distribution
of the assets of the Trust (whether capital or surplus) shall be made to or
set apart for the holders of Junior Shares, the holders of the Series C
Preferred Shares shall be entitled to receive Fifty Dollars ($50.00) per
Series C Preferred Share plus an amount equal to all dividends (whether or
not earned or declared) accrued and unpaid thereon to the date of final
distribution to such holders; but such holders shall not be entitled to any
further payment. If, upon any liquidation, dissolution or winding up of
the Trust, the assets of the Trust, or proceeds thereof, distributable
among the holders of the Series C Preferred Shares shall be insufficient to
pay in full the preferential amount aforesaid and liquidating payments on
any other shares of any class or series of Parity Shares, then such assets,
or the proceeds thereof, shall be distributed among the holders of Series C
Preferred Shares and any such other Parity Shares ratably in accordance
with the respective amounts that would be payable on such Series C
Preferred Shares and any such other Parity Shares if all amounts payable
thereon were paid in full. For the purposes of this Section 4, (i) a
consolidation or merger of the Trust with one or more corporations, real
estate investment trusts or other entities, (ii) a sale, lease or
conveyance of all or substantially all of the Trust's property or business
or (iii) a statutory share exchange shall not be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary, of the
Trust.
(b) Subject to the rights of the holders of shares of any series or
class or classes of shares of beneficial interest ranking on a parity with
or prior to the Series C Preferred Shares upon liquidation, dissolution or
winding up, upon any liquidation, dissolution or winding up of the Trust,
after payment shall have been made in full to the holders of the Series C
Preferred Shares, as provided in this Section 4, any other series or class
or classes of Junior Shares shall, subject to the respective terms and
provisions
-5-
<PAGE>
(if any) applying thereto, be entitled to receive any and all assets
remaining to be paid or distributed, and the holders of the Series C
Preferred Shares shall not be entitled to share therein.
Section 5. Redemption at the Option of the Trust.
(a) Subject to Section 9, the Series C Preferred Shares shall not be
redeemable by the Trust prior to the 30th anniversary of the Issue Date.
On and after the 30th anniversary of the Issue Date, the Trust, at its
option, may redeem the Series C Preferred Shares, in whole at any time or
from time to time in part at the option of the Trust, at a redemption price
of Fifty Dollars ($50.00) per Series C Preferred Share, plus the amounts
indicated in Section 5(b).
(b) Upon any redemption of Series C Preferred Shares pursuant to this
Section 5, the Trust shall pay all accrued and unpaid dividends, if any,
thereon to the Call Date, without interest. If the Call Date falls after a
dividend payment record date and prior to the corresponding Dividend
Payment Date, then each holder of Series C Preferred Shares at the close of
business on such dividend payment 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 Trust shall make no payment or
allowance for unpaid dividends, whether or not in arrears, on Series C
Preferred Shares called for redemption.
(c) If full cumulative dividends on the Series C Preferred Shares and
any other class or series of Parity Shares of the Trust have not been
declared and paid or declared and set apart for payment, the Series C
Preferred Shares may not be redeemed under this Section 5 in part and the
Trust may not purchase or acquire Series C Preferred Shares, otherwise than
pursuant to a purchase or exchange offer made on the same terms to all
holders of Series C Preferred Shares or pursuant to Section 9.
(d) The redemption price to be paid upon any redemption of the Series
C Preferred Shares (other than any amounts indicated in Section 5(b) and
other than a redemption pursuant to Section 9) shall be payable solely out
of the sale proceeds of other shares of beneficial interest of the Trust
and from no other source.
(e) Notice of the redemption of any Series C Preferred Shares under
this Section 5 shall be mailed by first-class mail to each holder of record
of Series C Preferred Shares to be redeemed at the address of each such
holder as shown on the Trust's records, not less than 30 nor more than 90
days prior to the Call Date. Neither the failure to mail any notice
required by this paragraph (e), nor any defect therein or in the mailing
thereof, to any particular holder, shall affect the sufficiency of the
notice or the validity of the proceedings for redemption with respect to
the other holders. Any notice which was mailed in the manner herein
provided shall be conclusively presumed
-6-
<PAGE>
to have been duly given on the date mailed whether or not the holder
receives the notice. Each such mailed notice shall state, as appropriate:
(1) the Call Date; (2) the number of Series C Preferred Shares to be
redeemed and, if fewer than all the shares held by such holder are to be
redeemed, the number of such shares to be redeemed from such holder; (3)
the redemption price; (4) the place or places at which certificates for
such shares are to be surrendered; and (5) that dividends on the shares to
be redeemed shall cease to accrue on such Call Date except as otherwise
provided herein. Notice having been mailed as aforesaid, from and after
the Call Date (unless the Trust shall fail to make available an amount of
cash necessary to effect such redemption), (i) except as otherwise provided
herein, dividends on the Series C Preferred Shares so called for redemption
shall cease to accrue, (ii) such shares shall no longer be deemed to be
outstanding, and (iii) all rights of the holders thereof as holders of
Series C Preferred Shares of the Trust shall cease (except the right to
receive cash payable upon such redemption, without interest thereon, upon
surrender and endorsement of their certificates if so required and to
receive any dividends payable thereon). The Trust's obligation to provide
cash in accordance with the preceding sentence shall be deemed fulfilled
if, on or before the Call Date, the Trust shall deposit with a bank or
trust company (which may be an affiliate of the Trust) that has an office
in the Borough of Manhattan, City of New York, and that has, or is an
affiliate of a bank or trust company that has, capital and surplus of at
least $50,000,000, necessary for such redemption, in trust, with
irrevocable instructions that such cash be applied to the redemption of the
Series C Preferred Shares so called for redemption. No interest shall
accrue for the benefit of the holders of Series C Preferred Shares to be
redeemed on any cash so set aside by the Trust. Subject to applicable
escheat laws, any such cash unclaimed at the end of two years from the Call
Date shall revert to the general funds of the Trust, after which reversion
the holders of such shares so called for redemption shall look only to the
general funds of the Trust for the payment of such cash.
As promptly as practicable after the surrender in accordance with such
notice of the certificates for any such shares so redeemed (properly
endorsed or assigned for transfer, if the Trust shall so require and if the
notice shall so state), such shares shall be exchanged for any cash
(without interest thereon) for which such shares have been redeemed. If
fewer than all the outstanding Series C Preferred Shares are to be
redeemed, shares to be redeemed shall be selected by the Trust from
outstanding Series C Preferred Shares not previously called for redemption
pro rata (as nearly as may be), by lot or by any other method determined by
the Trust in its sole discretion to be equitable. If fewer than all the
Series C Preferred Shares represented by any certificate are redeemed, then
new certificates representing the unredeemed shares shall be issued without
cost to the holder thereof.
-7-
<PAGE>
Section 6. Shares To Be Retired. All Series C Preferred Shares which
shall have been issued and reacquired in any manner by the Trust shall be
restored to the status of authorized but unissued shares of beneficial interest
of the Trust, without designation as to class or series.
Section 7. Ranking. Any class or series of shares of beneficial interest
of the Trust shall be deemed to rank:
(a) prior to the Series C Preferred Shares, as to the payment of
dividends and as to distribution of assets upon liquidation, dissolution or
winding up, if the holders of such class or series shall be entitled to the
receipt of dividends or of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in preference or priority to
the holders of Series C Preferred Shares;
(b) on a parity with the Series C Preferred Shares, as to the payment
of dividends and as to distribution of assets upon liquidation, dissolution
or winding up, whether or not the dividend rates, dividend payment dates or
redemption or liquidation prices per share thereof shall be different from
those of the Series C Preferred Shares, if the holders of such class or
series and the Series C Preferred Shares shall be entitled to the receipt
of dividends and of amounts distributable upon liquidation, dissolution or
winding up in proportion to their respective amounts of accrued and unpaid
dividends per share or liquidation preferences, without preference or
priority one over the other ("Parity Shares");
(c) junior to the Series C Preferred Shares, as to the payment of
dividends or as to the distribution of assets upon liquidation, dissolution
or winding up, if such class or series shall be Junior Shares; and
(d) junior to the Series C Preferred Shares, as to the payment of
dividends and as to the distribution of assets upon liquidation,
dissolution or winding up, if such class or series shall be Fully Junior
Shares.
Section 8. Voting. If and whenever six quarterly dividends (whether or not
consecutive) payable on the Series C Preferred Shares or any series or class of
Parity Shares shall be in arrears (which shall, with respect to any such
quarterly dividend, mean that any such dividend has not been paid in full),
whether or not earned or declared, the number of trustees then constituting the
Board of Trustees shall be increased by two and the holders of Series C
Preferred Shares, together with the holders of shares of every other series of
Parity Shares (any such other series, the "Voting Preferred Shares"), voting as
a single class regardless of series, shall be entitled to elect two additional
trustees to serve on the Board of Trustees at any annual meeting of shareholders
or special meeting held in place thereof, or at a special meeting of the holders
of the Series C Preferred Shares and the Voting Preferred Shares called as
hereinafter provided. Whenever all arrears in dividends on the Series C
Preferred Shares and the Voting
-8-
<PAGE>
Preferred Shares then outstanding shall have been paid and dividends thereon for
the current quarterly dividend period shall have been paid or declared and set
apart for payment, then the right of the holders of the Series C Preferred
Shares and the Voting Preferred Shares to elect such additional two trustees
shall cease (but subject always to the same provision for the vesting of such
voting rights in the case of any similar future arrearages in six quarterly
dividends), and the terms of office of all persons elected as trustees by the
holders of the Series C Preferred Shares and the Voting Preferred Shares shall
forthwith terminate and the number of the Board of Trustees shall be reduced
accordingly. At any time after such voting power shall have been so vested in
the holders of Series C Preferred Shares and the Voting Preferred Shares, the
Secretary of the Trust may, and upon the written request of any holder of Series
C Preferred Shares (addressed to the Secretary at the principal office of the
Trust) shall, call a special meeting of the holders of the Series C Preferred
Shares and of the Voting Preferred Shares for the election of the two trustees
to be elected by them as herein provided, such call to be made by notice similar
to that provided in the Bylaws of the Trust for a special meeting of the
shareholders or as required by law. If any such special meeting required to be
called as above provided shall not be called by the Secretary within 20 days
after receipt of any such request, then any holder of Series C Preferred Shares
may call such meeting, upon the notice above provided, and for that purpose
shall have access to the records of the Trust. The trustees elected at any such
special meeting shall hold office until the next annual meeting of the
shareholders or special meeting held in lieu thereof if such office shall not
have previously terminated as above provided. If any vacancy shall occur among
the trustees elected by the holders of the Series C Preferred Shares and the
Voting Preferred Shares, a successor shall be elected by the Board of Trustees,
upon the nomination of the then-remaining trustee elected by the holders of the
Series C Preferred Shares and the Voting Preferred Shares or the successor of
such remaining trustee, to serve until the next annual meeting of the
shareholders or special meeting held in place thereof if such office shall not
have previously terminated as provided above. Notwithstanding any other
provisions of this paragraph, in any vote for the election of additional
trustees hereunder, the Series C Preferred Shares and Voting Preferred Shares
beneficially owned by Security Capital Group Incorporated, a Maryland
corporation, any of its direct or indirect subsidiaries and any of their
respective directors, officers or controlling stockholders (together, the
"Restricted Parties"), shall be voted in the same respective percentages as the
Series C Preferred Shares and Voting Preferred Shares that are not beneficially
owned by the Restricted Parties. The provisions in the preceding sentence shall
cease and be of no further force and effect from and after such time, but only
as long as, the Restricted Parties together no longer beneficially own in excess
of 10% of the Trust's outstanding Common Shares.
So long as any Series C Preferred Shares are outstanding, in addition to
any other vote or consent of shareholders required by law or by the Trust's
Amended and Restated Declaration of Trust, as amended and supplemented, the
affirmative vote of at least 66-2/3% of the votes entitled to be cast by the
holders of the Series C Preferred Shares and the Voting Preferred Shares, at the
time outstanding, acting as a single class regardless of series, given in person
or by proxy, either in writing without a meeting or by vote at any meeting
called for the purpose, shall be necessary for effecting or validating:
-9-
<PAGE>
(a) Any amendment, alteration or repeal of any of the provisions of the
Trust's Amended and Restated Declaration of Trust or these Articles
Supplementary that materially and adversely affects the voting powers,
rights or preferences of the holders of the Series C Preferred Shares or
the Voting Preferred Shares; provided, however, that the amendment of the
provisions of the Trust's Amended and Restated Declaration of Trust so as
to authorize or create or to increase the authorized amount of, any Fully
Junior Shares, Junior Shares that are not senior in any respect to the
Series C Preferred Shares, or any shares of any class ranking on a parity
with the Series C Preferred Shares or the Voting Preferred Shares shall not
be deemed to materially adversely affect the voting powers, rights or
preferences of the holders of Series C Preferred Shares, and provided,
further, that if any such amendment, alteration or repeal would materially
and adversely affect any voting powers, rights or preferences of the Series
C Preferred Shares or another series of Voting Preferred Shares that are
not enjoyed by some or all of the other series otherwise entitled to vote
in accordance herewith, the affirmative vote of at least 66-2/3% of the
votes entitled to be cast by the holders of all series similarly affected,
similarly given, shall be required in lieu of the affirmative vote of at
least 66-2/3% of the votes entitled to be cast by the holders of the Series
C Preferred Shares and the Voting Preferred Shares otherwise entitled to
vote in accordance herewith; or
(b) A share exchange that affects the Series C Preferred Shares, a
consolidation with or merger of the Trust into another entity, or a
consolidation with or merger of another entity into the Trust, unless in
each such case each Series C Preferred Share (i) shall remain outstanding
without a material and adverse change to its terms and rights or (ii) shall
be converted into or exchanged for convertible preferred shares of the
surviving entity having preferences, rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms or conditions of
redemption thereof identical to that of a Series C Preferred Share (except
for changes that do not materially and adversely affect the holders of the
Series C Preferred Shares); or
(c) The authorization, reclassification or creation of, or the
increase in the authorized amount of, any shares of any class or any
security convertible into shares of any class ranking prior to the Series C
Preferred Shares in the distribution of assets on any liquidation,
dissolution or winding up of the Trust or in the payment of dividends;
provided, however, that no such vote of the holders of Series C Preferred Shares
shall be required if, at or prior to the time when such amendment, alteration or
repeal is to take effect, such share exchange, consolidation or merger is to
take effect, or when the issuance of any such prior shares or convertible
security is to be made, as the case may be, provision is made for the redemption
of all Series C Preferred Shares at the time outstanding.
For purposes of the foregoing provisions of this Section 8, each Series C
Preferred Share shall have one (1) vote per share, except that when any other
series of Voting Preferred Shares shall have the right to vote with the Series C
Preferred Shares as a single class on any matter,
-10-
<PAGE>
then the Series C Preferred Shares and such other series shall have with respect
to such matters one (1) vote per $50.00 of stated liquidation preference.
Except as otherwise required by applicable law or as set forth herein, the
Series C Preferred Shares shall not have any relative, participating, optional
or other special voting rights and powers other than as set forth herein, and
the consent of the holders thereof shall not be required for the taking of any
Trust action.
Section 9. Limitation on Ownership.
(a) Limitation. Notwithstanding any other provision of the terms of
the Series C Preferred Shares, except as provided in the next sentence and
in Section 9(b), no Person, or Persons acting as a group, shall at any time
directly or indirectly acquire ownership of more than 25% of the
outstanding Series C Preferred Shares. Any Series C Preferred Shares owned
by a Person or Persons acting as a group in excess of such 25% shall be
deemed "Excess Preferred Shares," except that any such shares in excess of
25% will not be considered Excess Preferred Shares if the 25% limitation is
exceeded solely as a result of the Trust's redemption of Series C Preferred
Shares, provided that thereafter any additional Series C Preferred Shares
acquired by such Person or Persons acting as a group shall be considered
Excess Preferred Shares. Within 10 days of becoming aware of the existence
of Excess Preferred Shares (whether by notice on Schedule 13D or
otherwise), the Trust shall redeem any and all Excess Preferred Shares by
giving notice of redemption to the holder or holders thereof, unless, prior
to the giving of such notice the holder shall have disposed of its
ownership in the Excess Preferred Shares. Such notice shall set forth the
number of Series C Preferred Shares constituting Excess Preferred Shares,
the redemption price and the place or places at which the certificates
representing such Excess Preferred Shares are to be surrendered and such
notice shall set forth the matters described in the following sentence.
From and after the date of giving such notice of redemption (for the
purposes of this Section 9, the "redemption date"), the Series C Preferred
Shares called for redemption shall cease to be outstanding and the holder
thereof shall cease to be entitled to dividends (other than dividends
declared but unpaid prior to the notice of redemption), voting rights and
other benefits with respect to such shares excepting the rights to payment
of the redemption price determined and payable as set forth in the next two
sentences. Subject to the limitation on payment set forth in the following
sentence, the redemption price of each Excess Preferred Share called for
redemption shall be the average daily per Series C Preferred Share closing
sales price, if the Series C Preferred Shares are listed on a national
securities exchange or, if not, are reported on the NASDAQ National Market
System, and if the Series C Preferred Shares are not so listed or reported,
shall be the mean between the average per Series C Preferred Share closing
bid prices and the average per Series C Preferred Share closing asked
prices, in each case during the 30-day period ending on the Business Day
prior to the redemption date, or if there have been no sales on a national
securities exchange or the NASDAQ National Market System and no published
bid quotations and no published asked quotations with respect to Series C
Preferred Shares during such 30-day period, the redemption price shall be
the price
-11-
<PAGE>
determined by the Trustees in good faith. Unless the Trustees determine
that it is in the interest of the Trust to make earlier payment of all of
the amount determined as the redemption price per Series C Preferred Share
in accordance with the preceding sentence, the redemption price may be
payable, at the option of the Trustees, at any time or times up to, but not
later than the earlier of (i) five years after the redemption date, or (ii)
the liquidation of the Trust, in which latter event the redemption price
shall not exceed an amount which is the sum of the per Series C Preferred
Share distributions designated as liquidating distributions and return of
capital distributions declared with respect to unredeemed Series C
Preferred Shares of the Trust of record subsequent to the redemption date;
and in any event, no interest shall accrue with respect to the period
subsequent to the redemption date to the date of such payment. Nothing in
this Section 9(a) shall preclude the settlement of any transaction entered
into through the facilities of the New York Stock Exchange.
(b) Exemptions. The limitation on ownership set forth in Section 9(a)
shall not apply to the acquisition of Series C Preferred Shares by an
underwriter in a public offering of Series C Preferred Shares and shall not
apply to the ownership of Series C Preferred Shares by a managing
underwriter in the initial public offering of Series C Preferred Shares.
The Trustees, in their sole and absolute discretion, may exempt from the
ownership limitation set forth in Section 9(a) certain designated Series C
Preferred Shares owned by a Person (other than any of the Restricted
Parties) who has provided the Trustees with evidence and assurances
acceptable to the Trustees that the qualification of the Trust as a real
estate investment trust would not be jeopardized thereby.
Section 10. Record Holders. The Trust and the Transfer Agent may deem and
treat the record holder of any Series C Preferred Shares as the true and lawful
owner thereof for all purposes, and neither the Trust nor the Transfer Agent
shall be affected by any notice to the contrary.
Section 11. Sinking Fund. The Series C Preferred Shares shall not be
entitled to the benefits of any retirement or sinking fund.
THIRD: The Series C Preferred Shares have been classified by the Board of
Trustees under the authority contained in Article 2, Section 1, of the Trust's
Amended and Restated Declaration of Trust dated December 15, 1993, as amended
and supplemented.
FOURTH: Each undersigned Trustee acknowledges these Articles Supplementary
to be the act of the Trust and further, as to all matters or facts required to
be verified under oath, each such Trustee acknowledges that to the best of his
knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties of
perjury.
-12-
<PAGE>
IN WITNESS WHEREOF, these Articles Supplementary have been duly executed by
the undersigned Trustees this 7th day of November, 1996.
SECURITY CAPITAL INDUSTRIAL TRUST
By: /s/ K. Dane Brooksher
---------------------------------
K. Dane Brooksher
By: /s/ Thomas G. Wattles
---------------------------------
Thomas G. Wattles
By: /s/ Stephen L. Feinberg
---------------------------------
Stephen L. Feinberg
By: /s/ William G. Myers
---------------------------------
William G. Myers
By: /s/ John E. Robson
---------------------------------
John E. Robson
By: /s/ Donald P. Jacobs
---------------------------------
Donald P. Jacobs
By: /s/ Irving F. Lyons, III
---------------------------------
Irving F. Lyons, III
-13-
