<PAGE>
As filed with the Securities and Exchange Commission on July 16, 1997
File No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------
SECURITY CAPITAL INDUSTRIAL TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 74-2604728
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
14100 East 35th Place 80011
Aurora, Colorado (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code:
(303) 375-9292
SECURITY CAPITAL INDUSTRIAL TRUST
1997 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Jeffrey A. Klopf
Secretary
14100 East 35th Place
Aurora, Colorado 80011
(303) 375-9292
(Agent for Service)
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share* Offering Price* Registration Fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of
Beneficial Interest, par 9,600,000 Shares $22.00 $211,200,000 $64,000
value $.01 per share
(including related preferred
share purchase rights)
===============================================================================================================
* Estimated solely for the purpose of computing the registration fee on the
basis of the average of the high and low prices for the Common Shares as
reported on the New York Stock Exchange on July 10, 1997.
===============================================================================================================
</TABLE>
<PAGE>
Part II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which have heretofore been filed by Security Capital
Industrial Trust (the "Trust" or "Registrant") with the Securities and Exchange
Commission (File No. 1-12846) are incorporated by reference herein and shall be
deemed to be a part hereof:
(a) Form 10-K for the year ended December 31, 1996;
(b) Form 10-Q for the quarter ended March 31, 1997;
(c) Form 8-K filed January 27, 1997, January 30, 1997, March 26, 1997
and July 11, 1997; and
(d) The description of the Trust's Common Shares of Beneficial Interest
(including the related preferred share purchase rights) contained in
the Trust's registration statement on Form 8-A, as amended;
All documents subsequently filed by the Trust pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and
shall be deemed a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the Common Shares of Beneficial Interest
registered hereunder will be passed upon for the Trust by the law firm of Mayer,
Brown & Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and is
currently representing the Trust and certain of its affiliates.
Item 6. Indemnification of Directors and Officers.
Article 4, Section 11, of the Declaration of Trust provides as follows with
respect to indemnification of Trustees:
"The Trust shall indemnify and hold harmless each Trustee from and against
all claims and liabilities, whether they proceed to judgment or are
settled, to which such Trustee may become subject by reason of his being or
having been a Trustee, or by reason of any action alleged to have been
taken or omitted by him as Trustee, and shall reimburse him for all legal
and other expenses reasonably incurred by him in connection with any such
claim or liability, including any claim or liability arising under the
provisions of federal or state securities laws; provided, however, that no
Trustee shall be indemnified or reimbursed under the foregoing provisions
in relation to any matter unless it shall have been adjudicated that his
action or omission did not constitute willful misfeasance, bad faith or
gross negligence in the conduct of his duties, or, unless, in the absence
of such an adjudication, the Trust shall have received a written opinion
from independent counsel, approved by the Trustees, to the effect that if
the matter of willful misfeasance,
II-1
<PAGE>
bad faith or gross negligence in the conduct of duties had been
adjudicated, it would have been adjudicated in favor of such Trustee. The
Trust, without requiring a preliminary determination of the ultimate
entitlement to indemnification, shall pay or reimburse reasonable expenses
incurred by any Trustee in connection with any threatened, pending or
completed action, suit or proceeding to which such Trustee is, was or at
any time becomes a party or is threatened to be made a party, as a result
directly or indirectly, of serving at any time as a Trustee. The rights
accruing to a Trustee under these provisions shall not exclude any other
right to which he may be lawfully entitled, nor shall anything herein
contained restrict the right of the Trust to indemnify or reimburse such
Trustee in any proper cause even though not specifically provided for
herein."
Article 9, Section 1 of the Declaration of Trust provides as follows with
respect to the limitation of liability of Trustees and officers and
indemnification:
"A Trustee or officer of the Trust shall not be liable for monetary damages
to the Trust or its shareholders for any act or omission in the performance
of his duties unless:
(1) the Trustee or officer actually received an improper benefit in
money, property or services (in which case, such liability shall be
for the amount of the benefit in money, property or services actually
received);
(2) the Trustee's or officer's action or failure to act was the
result of active and deliberate dishonesty and was material to the
cause of action being adjudicated;
(3) the Trustee's or officer's action or failure to act constitutes
willful misconduct or deliberate recklessness; or
(4) such liability to the Trust is specifically imposed upon Trustees
or officers by statute."
Article 9, Section 6 of the Declaration of Trust provides as follows with
respect to the indemnification of Trustees and officers:
"Notwithstanding any other provisions of this Declaration of Trust, the
Trust, for the purpose of providing indemnification for its Trustees and
officers, shall have the authority, without specific shareholder approval,
to enter into insurance or other arrangements, with persons or entities
which are not regularly engaged in the business of providing insurance
coverage, to indemnify all Trustees and officers of the Trust against any
and all liabilities and expenses incurred by them by reason of their being
Trustees or officers of the Trust, whether or not the Trust would otherwise
have the power under this Declaration of Trust or under Maryland law to
indemnify such persons against such liability. Without limiting the power
of the Trust to procure or maintain any kind of insurance or other
arrangement, the Trust may, for the benefit of persons indemnified by it,
(i) create a trust fund, (ii) establish any form of self-insurance, (iii)
secure its indemnity obligations by grant of any security interest or other
lien on the assets of the corporation, or (iv) establish a letter of
credit, guaranty or surety arrangement. Any such insurance or other
arrangement may be procured, maintained or established within the Trust or
with any insurer or other person deemed appropriate by the Board of
Trustees regardless of whether all or part of the stock or other securities
thereof are owned in whole or in part by the Trust. In the absence of
fraud, the judgment of the Board of Trustees as to the terms and conditions
of insurance or other arrangement and the identity of the insurer or other
person participating in any arrangement shall be conclusive, and such
insurance or other arrangement shall not be subject to voidability, nor
subject the Trustees approving such insurance or other arrangement to
liability, on any ground, regardless of whether Trustees participating and
approving such insurance or other arrangement shall be beneficiaries
thereof."
II-2
<PAGE>
SCI has entered into indemnity agreements with each of its officers and Trustees
which provide for reimbursement of all expenses and liabilities of such officer
or Trustee, arising out of any lawsuit or claim against such officer or Trustee
due to the fact that he was or is serving as an officer or Trustee, except for
such liabilities and expenses (a) the payment of which is judicially determined
to be unlawful, (b) relating to claims under Section 16(b) of the Exchange Act
or (c) relating to judicially determined criminal violations. In addition, SCI
has entered into indemnify agreements with each of its Trustees who is not also
an officer of SCI which provide for indemnification and advancement of expenses
to the fullest lawful extent permitted by Maryland law in connection with any
pending or completed action, suit or proceeding by reason of serving as a
Trustee and SCI has established a trust to fund payments under the
indemnification agreements.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
A. Rule 415 Offering.
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;
(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 by the registrant pursuant to section 13
or section 15(d) of the Exchange Act 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.
II-3
<PAGE>
B. Filings Incorporating Subsequent Exchange Act Documents by Reference.
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 section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) 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.
C. Indemnification of Trustees and Officers.
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 provisions of the registrant's charter or by-laws 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints K. Dane
Brooksher, Irving F. Lyons III, Jeffrey A. Klopf, M. Gordon Keiser, Edward F.
Long, Ariel Amir, Edward J. Schneidman and Michael T. Blair, and each of them
singly, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, to sign a registration statement
filed with the Securities and Exchange Commission pursuant to Rule 462(b)
promulgated under the Securities Act of 1933 and any and all amendments thereto,
and to file the same, with all exhibits thereto, and any and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or his substitute or nominee, may lawfully do
or cause to be done by virtue hereof.
II-5
<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 Santa Fe, State of New Mexico, on July 16, 1997.
SECURITY CAPITAL INDUSTRIAL TRUST
By/s/ K. Dane Brooksher
---------------------------------------
K. Dane Brooksher
Co-Chairman and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ K. DANE BROOKSHER Co-Chairman, Chief Operating Officer
- ---------------------------- and Trustee July 16, 1997
K. Dane Brooksher
/s/ IRVING F. LYONS III Co-Chairman, Chief Investment Officer
- ---------------------------- and Trustee July 16, 1997
Irving F. Lyons III
/s/ THOMAS G. WATTLES Non-Executive Chairman and Trustee July 16, 1997
- ----------------------------
Thomas G. Wattles
/s/ M. GORDON KEISER Senior Vice President
- ---------------------------- (Principal Financial Officer) July 16, 1997
M. Gordon Keiser
/s/ EDWARD F. LONG Vice President and Controller
- ---------------------------- (Principal Accounting Officer) July 16, 1997
Edward F. Long
/s/ STEPHEN L. FEINBERG Trustee July 16, 1997
- ----------------------------
Stephen L. Feinberg
/s/ DONALD P. JACOBS Trustee July 16, 1997
- ----------------------------
Donald P. Jacobs
/s/ WILLIAM G. MYERS Trustee July 16, 1997
- ----------------------------
William G. Myers
/s/ JOHN E. ROBSON Trustee July 16, 1997
- ----------------------------
John E. Robson
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Document
- ------ -----------------------
<C> <S>
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 Third Articles of Amendment of Amended and Restated Declaration of
Trust (Incorporated by reference to Exhibit 3.1 to SCI's Form 8-K
dated July 11, 1997)
4.5 Articles Supplementary relating 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 relating to
SCI's Series A Cumulative Redeemable Preferred Shares of Beneficial
Interests (Incorporated by reference to Exhibit 10.3 to SCI's Form
10-Q for the quarter ended September 30, 1995)
4.7 Articles Supplementary relating 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 SCI's Series C Cumulative
Redeemable Preferred Shares of Beneficial Interest (Incorporated by
reference to Exhibit 4.8 to SCI's Form 8-A dated November 13, 1996)
4.9 Bylaws of SCI (Incorporated by reference to Exhibit 4.3 to SCI's
Registration Statement No. 33-83208)
4.10 Rights Agreement, dated as of December 31, 1993, between SCI and
State Street Bank and Trust Company, as Rights Agent, including form
of Rights Certificate (Incorporated by reference to Exhibit 4.4 to
SCI's Registration Statement No. 33-78080)
4.11 First Amendment to Rights Amendment, dated as of February 15, 1995,
between SCI, State Street Bank and Trust Company and The First
National Bank of Boston, as successor Rights Agent (Incorporated by
reference to Exhibit 3.1 to SCI's Form 10-Q for the quarter ended
September 30, 1995)
4.12 Second Amendment to Rights Agreement, dated as of June 22, 1995,
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)
4.13 Security Capital Industrial Trust 1997 Long-Term Incentive Plan
(incorporated by reference to Annex II to the Security Capital Group
Incorporated Registration Statement on Form S-1 (File No. 333-26259))
5 Opinion of Mayer, Brown & Platt
</TABLE>
<PAGE>
EXHIBIT 5
July 15, 1997
Security Capital Industrial Trust
14100 East 35th Place
Denver, Colorado 80011
Re: Registration Statement on Form S-8
1997 Long-Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Security Capital Industrial Trust, a Maryland
real estate investment trust ("SCI" or the "Trust"), in connection with the
proceedings (the "Trust Proceedings") taken and to be taken relating to the
registration by the Trust of an aggregate of 9,600,000 of its common shares of
beneficial interest, par value $.01 per share (the "Common Shares"), with the
Securities and Exchange Commission (the "SEC") in connection with the Trust's
1997 Long-Term Incentive Plan (the "Plan"). We have also participated in the
preparation and filing with the SEC under the Securities Act of 1933, as
amended, of a registration statement on Form S-8 (the "Registration Statement")
relating to the Common Shares.
As counsel to SCI, we have examined originals or copies certified to our
satisfaction of the Trust's Amended and Restated Declaration of Trust, as
amended, and Bylaws, resolutions of the Board of Trustees and such other Trust
records, instruments, certificates and documents and such questions of law as we
considered necessary or appropriate to enable us to express this opinion. As to
certain facts material to our opinion, we have relied, to the extent we deem
such reliance proper, upon certificates of public officials and officers of SCI.
In rendering this opinion, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of photostatic copies.
Based upon and subject to the foregoing and to the assumptions, limitations
and conditions set forth herein, we are of the opinion that, upon completion of
the Trust Proceedings, the Common Shares will have been validly issued and
delivered in accordance with the Trust Proceedings and the Plan, the Common
Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/MAYER, BROWN & PLATT
<PAGE>
EXHIBIT 15
[letterhead]
July 16, 1997
Board of Trustees and Shareholders of
Security Capital Industrial Trust
We are aware that Security Capital Industrial Trust has incorporated by
reference in this Registration Statement and its Registration Statement
Nos. 33-91366, 33-92490, 333-4961, 333-13909 and 333-26597 its Form 10-Q for the
quarter ended March 31, 1997, which includes our report dated May 2, 1997
covering the unaudited interim financial information contained therein. Pursuant
to Regulation C of the Securities Act of 1993 (the "Act"), that report is not
considered a part of the registration statements prepared or certified by our
firm or a report prepared or certified by our firm within the meaning of
Sections 7 and 11 of the Act.
Very truly yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP
<PAGE>
Exhibit 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 10, 1997
included in Security Capital Industrial Trust's Form 10-K for the year ended
December 31, 1996, and report dated May 2, 1997 included in Security Capital
Industrial Trust's Form 10-Q for the quarter ended March 31, 1997 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Chicago, Illinois
July 16, 1997
