===============================================================================
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)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and
effective pursuant to General is effective pursuant to General
Instruction A.(c), please check Instruction A.(c), please check
the following box. [X] the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-39797
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 D 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)
================================================================================
1
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
A complete description of the Series D Cumulative Redeemable
Preferred Shares of Beneficial Interest, par value $0.01 per share (the
"Series D Preferred Shares"), which are to be registered hereunder is
contained under the caption "Description of Series D Preferred Shares" in
the Prospectus Supplement dated April 7, 1998 to the Prospectus dated
November 21, 1997 forming a part of the Form S-3 Registration Statement
(File No. 333-39797) 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 November 21, 1997, 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.
Exhibit Sequential
Number Exhibit Page No.
------- ------- ----------
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 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 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 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 relating 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).
2
<PAGE>
Exhibit Sequential
Number Exhibit Page No.
------ ------- --------
4.9 Third Articles of Amendment dated
September 9, 1997 (Incorporated by
reference to Exhibit 4.9 to SCI's
Registration Statement No. 333-38515).
4.10 Articles Supplementary relating to the
Series D Cumulative Redeemable Preferred
Shares.
4.11 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).
4.12 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).
4.13 Second Amendment dated as of June 22, 1995
to the Rights Agreement (Incorporated by
reference to Exhibit 3.1 to SCI's Form 10-Q
for the quarter ended September 30, 1995).
3
<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: April 8, 1998
4
Series D 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 D Cumulative Redeemable
Preferred Shares of Beneficial Interest and
Fixing Distribution and Other Preferences
and Rights of Such Series
================================
Dated as of April 8, 1998
-1-
<PAGE>
SECURITY CAPITAL INDUSTRIAL TRUST
==========================
Articles Supplementary of Board of Trustees
Classifying and Designating a Series of
Preferred Shares of Beneficial Interest as
Series D 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 11,500,000 unissued
shares of beneficial interest of the Trust as Series D Cumulative
Redeemable Preferred Shares of Beneficial Interest (the "Series D Preferred
Shares").
SECOND: The following is a description of the Series D 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 D
Cumulative Redeemable Preferred Shares of Beneficial Interest (the "Series
D Preferred Shares") and the number of shares which shall constitute such
series shall not be more than 11,500,000 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 D 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 D
Preferred Shares.
-1-
<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
June 30, 1998; 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 June 30, 1998, and other than the Dividend Period
during which any Series D Preferred Shares shall be redeemed
pursuant to Section 5, which shall end on and include the Call
Date with respect to the Series D 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 D 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 April 13, 1998
"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 D 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 D 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
D 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 D 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 Boston Equiserve, Canton,
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 D Preferred Shares.
"Voting Preferred Shares" shall have the meaning set forth
in Section 8.
Section 3. Dividends.
----------
(a) The holders of Series D 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 7.92% of the liquidation preference per
annum (equivalent to $1.98 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 June
30, 1998. Each such dividend shall be payable in arrears to the
holders of record of Series D 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 such interim
periods, without reference to any regular Dividend Payment Date,
to holders of record
-3-
<PAGE>
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 D Preferred Shares shall first
be credited against the earliest accrued but unpaid dividend due
with respect to Series D Preferred Shares which remains payable.
(b) The holders of Series D 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 June 30, 1998. The amount of dividends
payable for such period, or any other period shorter than a full
Dividend Period, on the Series D Preferred Shares shall be
computed on the basis of a 360-day year of twelve 30- day months.
Holders of Series D 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 D
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 D Preferred Shares which may be in arrears.
(c) So long as any Series D 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 D
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 D 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 D Preferred Shares and
accumulated and unpaid on such Parity Shares.
(d) So long as any Series D 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 D 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
Series D 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
-4-
<PAGE>
declared and set apart for the payment of the dividend for the
current Dividend Period with respect to the Series D Preferred
Shares and the current dividend period with respect to such Parity
Shares.
(e) No distributions on Series D 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 D Preferred Shares
shall be entitled to receive Twenty- Five Dollars ($25.00) per
Series D 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 D 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 D Preferred Shares and any such other Parity
Shares ratably in accordance with the respective amounts that
would be payable on such Series D 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 D 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 D 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 (if any) applying thereto, be entitled to receive
any and all assets remaining to be paid or distributed, and the
holders of the Series D Preferred Shares shall not be entitled to
share therein.
-5-
<PAGE>
Section 5. Redemption at the Option of the Trust.
--------------------------------------
(a) Subject to Section 9, the Series D Preferred Shares
shall not be redeemable by the Trust prior to the 5th anniversary
of the Issue Date. On and after the 5th anniversary of the Issue
Date, the Trust, at its option, may redeem the Series D 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 Twenty-Five Dollars
($25.00) per Series D Preferred Share, plus the amounts indicated
in Section 5(b).
(b) Upon any redemption of Series D 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 D 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 D Preferred Shares called for
redemption.
(c) If full cumulative dividends on the Series D
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 D Preferred Shares may not be
redeemed under this Section 5 in part and the Trust may not
purchase or acquire Series D Preferred Shares, otherwise than
pursuant to a purchase or exchange offer made on the same terms to
all holders of Series D Preferred Shares or pursuant to Section 9.
(d) The redemption price to be paid upon any redemption
of the Series D 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 D Preferred
Shares under this Section 5 shall be mailed by first-class mail to
each holder of record of Series D 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 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 D 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
-6-
<PAGE>
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 D
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 D
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 D Preferred Shares so called for
redemption. No interest shall accrue for the benefit of the
holders of Series D 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 D Preferred Shares are to be redeemed, shares
to be redeemed shall be selected by the Trust from outstanding
Series D 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 D Preferred Shares represented by any
certificate are redeemed, then new certificates representing the
unredeemed shares shall be issued without cost to the holder
thereof.
Section 6. Shares To Be Retired. All Series D 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:
-7-
<PAGE>
(a) prior to the Series D 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 D Preferred Shares;
(b) on a parity with the Series D 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 D Preferred Shares, if the holders of such class or
series and the Series D 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 D 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 D 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 D 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 D 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 D
Preferred Shares and the Voting Preferred Shares called as hereinafter
provided. Whenever all arrears in dividends on the Series D Preferred
Shares and the Voting 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 D 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 D
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 D Preferred Shares and the Voting Preferred Shares, the
-8-
<PAGE>
Secretary of the Trust may, and upon the written request of any holder of
Series D Preferred Shares (addressed to the Secretary at the principal
office of the Trust) shall, call a special meeting of the holders of the
Series D 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 D 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 D 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 D 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 D
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 D 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 D 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 662/3% of the votes entitled
to be cast by the holders of the Series D 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:
(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 D 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 D Preferred Shares, or any shares of any
class ranking on a parity with the Series D Preferred Shares or
the Voting Preferred Shares shall not be deemed to materially
adversely affect the
-9-
<PAGE>
voting powers, rights or preferences of the holders of Series D
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 D
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 662/3% 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 662/3% of the votes
entitled to be cast by the holders of the Series D Preferred
Shares and the Voting Preferred Shares otherwise entitled to vote
in accordance herewith; or
(b) A share exchange that affects the Series D 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 D 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 D
Preferred Share (except for changes that do not materially and
adversely affect the holders of the Series D 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 D 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 D 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 D Preferred Shares at the time
outstanding.
For purposes of the foregoing provisions of this Section 8, each
Series D 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 D Preferred Shares as a single class on any matter,
then the Series D Preferred Shares and such other series shall have with
respect to such matters one (1) vote per $25.00 of stated liquidation
preference. Except as otherwise required by applicable law or as set forth
herein, the Series D 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 D Preferred Shares, except as provided in the
next sentence and in Section 9(b), no
-10-
<PAGE>
Person, or Persons acting as a group, shall at any time directly
or indirectly acquire ownership of more than 25% of the
outstanding Series D 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 D Preferred Shares,
provided that thereafter any additional Series D 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 D 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 D 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 D Preferred Share
closing sales price, if the Series D Preferred Shares are listed
on a national securities exchange or, if not, are reported on the
NASDAQ National Market System, and if the Series D Preferred
Shares are not so listed or reported, shall be the mean between
the average per Series D Preferred Share closing bid prices and
the average per Series D 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 D Preferred Shares during such 30-day
period, the redemption price shall be the price 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 D 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 D Preferred Share
distributions designated as liquidating distributions and return
of capital distributions declared with respect to unredeemed
Series D 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
-11-
<PAGE>
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 D
Preferred Shares by an underwriter in a public offering of Series
D Preferred Shares and shall not apply to the ownership of Series
D Preferred Shares by a managing underwriter in the initial public
offering of Series D 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 D 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 D 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 D Preferred Shares shall not be
entitled to the benefits of any retirement or sinking fund.
THIRD: The Series D 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 8th day of April 1998.
SECURITY CAPITAL INDUSTRIAL TRUST
By:___________________________
K. Dane Brooksher
By:___________________________
Thomas G. Wattles
By:___________________________
Stephen L. Feinberg
By:___________________________
William G. Myers
By:___________________________
John E. Robson
By:___________________________
Donald P. Jacobs
By:___________________________
Irving F. Lyons, III
By:___________________________
John T. Kelley
-13-
