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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
_______________________________
CROWN AMERICAN REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland 1-12216 25-1713733
(State of incorporation (Commission File Number) (I.R.S. Employer
or organization) Identification No.)
Pasquerilla Plaza
Johnstown, PA 15901
(814) 536-4441
(Address of principal executive offices) (Zip code)
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ITEM 5. OTHER EVENTS
Crown American Realty Trust, a Maryland real estate investment trust (the
"Company") is the managing general partner of Crown American Properties, L.P.
and a general partner of Crown American Financing Partnership which own,
acquire, operate and develop regional shopping malls in Pennsylvania, Maryland,
West Virginia, Virginia, New Jersey, Tennessee and Georgia. The current
portfolio includes 25 regional shopping malls. The Company has recently
completed an offering of senior preferred shares and the implementation of a
buyback program to repurchase up to 1,250,000 of its outstanding common shares.
In addition, the Company refinanced mortgage loans totaling approximately $104
million related to three of the Company's regional malls.
Preferred Share Offering Completed in Early July
The Company completed an offering of 2,500,000 11.00% non-convertible
senior preferred shares on July 3, 1997. The preferred shares are non-callable
by the Company for ten years and are also not redeemable at the option of the
holders. The initial offering price was $50.00 per share. Friedman, Billings,
Ramsey & Co., Inc. acted as the sole underwriter for the offering. The net
proceeds from the offering of approximately $119 million will be used by the
Company to repay approximately $58 million of outstanding indebtedness, fund a
common share repurchase program, finance future property acquisitions and
development projects, and raise working capital. The planned repayment of debt
will fully unencumber several of the Company's properties. The Preferred Shares
are listed on the New York Stock Exchange under symbol "CWN Pr A" and began
trading on July 3, 1997.
Common Share Repurchase Plan
The Company intends to repurchase up to 1,250,000 outstanding common
shares. The shares may be repurchased from time to time in the open market or
in private transactions; the timing and extent of the repurchases will depend on
market conditions. The acquired shares will be held in treasury. All open
market trades will be made in accordance with applicable Securities and Exchange
Commission regulations and will be conducted exclusively by Friedman, Billings,
Ramsey & Co., Inc.
Refinancing of Three Mortgage Loans Completed in Late June
On June 27 and 30, 1997 the Company refinanced mortgage loans on three
existing shopping mall properties: Capital City Mall, Harrisburg, Pa.; Oak Ridge
Mall, Oak Ridge, Tennessee; and Schuylkill Mall, Frackville, Pa.
Capital City Mall was refinanced with a new $41.0 million mortgage, placed
with a major life insurance company, that has a seven-year maturity, a fixed
interest rate of 8.27 percent and 25 year amortization. It replaced a $38.3
million 9.79 percent fixed interest rate mortgage loan that had been scheduled
to mature on December 1, 1997. A portion of the proceeds of the new mortgage
will be used for an interior renovation of Capital City Mall.
With respect to Oak Ridge Mall, the Company replaced the existing
$25.2 million mortgage with a new mortgage loan from a bank lender totaling
$26.0 million, of which $20.0 million was funded and $6.0 million will be drawn
in the future to fund planned redevelopment costs at the property. The previous
lender also funded a $3.0 million loan at a floating interest rate, currently
8.2 percent; this loan was fully repaid on July 9, 1997. The $20.0 million loan
has a five-year maturity and a fixed interest rate of 8.12 percent; the $6.0
million loan for future redevelopment costs will also have a five-year maturity
with a floating interest rate during the first year and a fixed rate for the
last four years. The repaid $25.2 million mortgage had a floating interest rate
of 9.2 percent and principal amortization of $1.2 million per year.
The Company also extended its existing $36.9 million mortgage loan on
Schuylkill Mall for seven years to December 1, 2004; this loan had been
scheduled to mature on December 1, 1997. The extended loan will have a fixed
interest rate of 8.375% beginning December 1, 1997 with 23 year amortization.
The loan currently has a fixed interest rate of 9.79 percent and is non-
amortizing.
ITEM 7. EXHIBITS.
4.1 Articles Supplementary designating the rights of the holders of the
senior preferred shares (filed herewith).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CROWN AMERICAN REALTY TRUST
Date: July 14, 1997
By: /s/ Terry L. Stevens
-----------------------------------
Terry L. Stevens
Senior Vice President-Finance and
Chief Accounting Officer
11.00% Senior Preferred Shares
(Liquidation Preference $50.00 Per Share)
ARTICLES SUPPLEMENTARY
CROWN AMERICAN REALTY TRUST
___________________________
Articles Supplementary Classifying and Designating a
Series of Preferred Shares as
11.00% Senior Preferred Shares
and Fixing Distribution and
Other Preferences and Rights of Such Series
___________________________
Dated as of July 3, 1997
CROWN AMERICAN REALTY TRUST
___________
Articles Supplementary Classifying and Designating a
Series of Preferred Shares as
11.00% Senior Preferred Shares
and Fixing Distribution and
Other Preferences and Rights of Such Series
___________
Crown American Realty Trust, a Maryland real estate investment trust,
having its principal office in the Commonwealth of Pennsylvania in the City of
Johnstown ("Crown"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: Pursuant to authority conferred upon the Board of Trustees by
the Second Amended and Restated Declaration of Trust (the "Declaration") and
Bylaws of Crown, the board of trustees of Crown (the "Board of Trustees")
adopted resolutions authorizing the creation and issuance of up to 2,875,000
shares, with a liquidation preference of $50.00 per share, of 11.00% Senior
Preferred Shares (the "Senior Preferred Shares") and adopted resolutions
granting the Board of Trustees with full power and authority, subject to the
foregoing resolution, to determine the preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the shares of such series. Such
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption, number of shares and dividend rate, as determined by such duly
authorized committee are as follows:
Section 1 Number of Shares and Designation.
This series of preferred shares shall be designated as 11.00% Senior
Preferred Shares (the "Senior Preferred Shares") and the number of shares which
shall constitute such series shall not be more than 2,875,000 shares, par value
$.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 Dividend Rights.
(a) Holders of the Senior 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 cash dividends in an amount
per Senior Preferred Share equal to $5.50 per annum plus the
amount of any Additional Dividends (defined below). Each such
dividend shall be payable to holders of record as they appear on
the share transfer books of Crown on such record dates as
provided below.
(b) All dividends with respect to the Senior Preferred
Shares (including Additional Dividends) will be cumulative and
will be payable quarterly in arrears in March, June, September
and December (on the same dates as dividends on Common Shares,
par value $.01 per share (the "Common Shares"), beginning with
the dividend payment for September 1997 (each, a "Preferred
Dividend Payment Date"). Any dividend payable on the Senior
Preferred Shares for any partial dividend period after the
initial dividend period will be computed on the basis of a 360-
day year consisting of twelve 30-day months. Dividends payable
on the Senior Preferred Shares for each full dividend period will
be computed by dividing the annual dividend rate by four. The
initial dividend payable on the Senior Preferred Shares in
September 1997 will accrue from the date of settlement of the
Senior Preferred Shares up to but excluding the initial Preferred
Dividend Payment Date. Dividends will be payable to holders of
record as they appear in the share records of Crown at the close
of business on the applicable record date, which will be the
first day of the calendar month in which the applicable Preferred
Dividend Payment Date falls or such other date designated by the
Board of Trustees for the payment of dividends that is no more
than thirty (30) nor less than ten (10) days prior to such
Preferred Dividend Payment Date (each, a "Preferred Dividend
Record Date").
(c) No dividends on the Senior Preferred Shares will be
declared by the Board of Trustees or paid or set apart for
payment by Crown at such time as, and to the extent that, the
terms and provisions of any agreement of Crown, including any
agreement relating to its indebtedness, or any provisions of the
Declaration relating to any series of preferred shares ranking
senior to the Senior Preferred Shares as to dividends, prohibit
such declaration, payment or setting apart for payment or provide
that such declaration, payment or setting apart for payment would
constitute a breach thereof or a default thereunder, or if such
declaration or payment will be prohibited by law.
Notwithstanding the foregoing, dividends on the Senior Preferred
Shares will accrue whether or not Crown has earnings, whether or
not there are funds legally available for the payment of such
dividends and whether or not such dividends are declared.
Holders of the Senior Preferred Shares will not be entitled to
any dividends in excess of full cumulative dividends as described
above.
(d) If any Senior Preferred Shares are outstanding, no full
dividends will be declared or paid or set apart for payment on
the capital shares of Crown of any other series ranking, as to
dividends, on a parity with or junior to the Senior Preferred
Shares for any period unless full cumulative dividends (including
any Additional 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 Senior
Preferred Shares for all past dividend periods and the then
current dividend period. When dividends are not paid in full (or
a sum sufficient for such full payment is not so set apart) upon
the Senior Preferred Shares and any series of preferred shares
ranking on a parity as to dividends with the Senior Preferred
Shares, all dividends declared upon the Senior Preferred Shares
and any series of preferred share ranking on a parity as to
dividends with the Senior Preferred Shares will be declared pro
rata so that the amount of dividends declared per Senior
Preferred Share and such other series of preferred shares will in
all cases bear to each other the same ratio that accrued and
unpaid dividends per Senior Preferred Share and such other series
of preferred shares bear to each other. No interest, or sum of
money in lieu of interest, will be payable in respect of any
dividend payment or payments on the Senior Preferred Shares which
may be in arrears.
(e) Except as provided in the immediately preceding
paragraph, unless full cumulative dividends (including any
Additional Dividends) on the Senior Preferred Shares have been or
contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for all
past dividend periods and the then current dividend period, no
dividends (other than distributions payable on Common Shares or
other capital shares ranking junior to the Senior Preferred
Shares as to dividends and upon liquidation, dissolution or
winding up of Crown) will be declared or paid or set aside for
payment, and no other distribution will be declared or made, upon
the Common Shares or any other capital shares of Crown ranking
junior to or on a parity with the Senior Preferred Shares as to
dividends, nor will any Common Shares or any other capital shares
of Crown ranking junior to or on a parity with the Senior
Preferred Shares as to dividends or upon liquidation, dissolution
or winding up of Crown be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any such
shares) by Crown (except by conversion into or exchange for other
capital shares of Crown ranking junior to the Senior Preferred
Shares as to dividends and upon liquidation, dissolution and
winding up).
(f) Any dividend payment made on Senior Preferred Shares
shall first be credited against the earliest accrued but unpaid
dividend due with respect to the Senior Preferred Shares which
remains payable.
(g) The Holders of the Senior Preferred Shares may be
eligible to receive additional dividends ("Additional Dividends")
from time to time in the event that Crown exceeds the defined
leverage ratio requirement in Clause 2(g)(i) below.
(i) Additional Dividends in the amounts described
in this Section 2(g) shall be paid quarterly to the
holders of the Senior Preferred Shares if Crown's
"Total Debt" (defined below) exceeds the product of 6.5
times "EBITDA" (defined below)(the "Leverage Ratio")
without the consent of the holders of at least 50% of
the Senior Preferred Shares outstanding at that time.
Holders who consent to a waiver of such restriction
will be paid a consent fee amount to be negotiated at
the time of such consent.
(ii) "Total Debt" means Crown's consolidated debt
from income producing properties determined as a
weighted average based on the number of days such debt
was outstanding. "EBITDA" means Crown's consolidated
earnings before interest, taxes, depreciation and
amortization. In calculating EBITDA, certain cash flow
support payments made by Crown Investments Trust
("Crown Investments") to Crown pursuant to that certain
Cash Flow Support Agreement, as amended and restated,
dated as of August 17, 1993, between Crown Investments,
Crown and Crown American Financing Partnership will be
included. Total Debt, EBITDA and the Leverage Ratio
will be calculated quarterly, on a trailing four
quarters basis, and Crown's independent auditors will
audit or perform agreed upon procedures on the
calculation commencing with the quarter ending December
31, 1997. Crown will promptly deliver copies of such
calculations, together with the related report of
independent accountants to all holders of the Senior
Preferred Shares.
(iii) If required to be paid, Additional
Dividends will be for an amount per Senior Preferred
Share equal to 0.25% of the Preferred Liquidation
Preference Amount (defined below) on an annualized
basis for the first quarter with respect to which an
Additional Dividend is due. For each quarter
thereafter that Crown continues to exceed the permitted
Leverage Ratio, the Additional Dividend will increase
by an amount per Senior Preferred Share equal to an
additional 0.25% of the Preferred Liquidation
Preference Amount (defined below) on an annualized
basis. However, the maximum total dividend on the
Senior Preferred Shares, including any Additional
Dividends, will not at any time exceed 13.00% of the
Preferred Liquidation Preference Amount per annum.
(iv) If Additional Dividends are payable at any
time and thereafter the Leverage Ratio for any quarter
is 6.5 or less, the requirement to pay Additional
Dividends will terminate beginning with the quarter in
which compliance is achieved. Subsequent non-
compliance, however, will result in the Additional
Dividends again becoming due commencing with the
quarter in which the Leverage Ratio is exceeded,
calculated as described above in an amount per Senior
Preferred Share initially equal to 0.25% of the
Preferred Liquidation Preference Amount on an
annualized basis and increasing thereafter in quarterly
increments as described in clause (iii) above.
Section 3 Distribution Upon Liquidation, Dissolution or
Winding Up.
(a) In the event of any liquidation, dissolution or winding
up of Crown, subject to the prior rights of any series of capital
shares ranking senior to the Senior Preferred Shares, the holders
of Senior Preferred Shares will be entitled to be paid out of the
assets of Crown legally available for distribution to its
shareholders a liquidation preference equal to the sum of $50.00
per Senior Preferred Share plus an amount equal to any accrued
and unpaid dividends thereon (including any Additional Dividends
and whether or not earned or declared) to the date of payment
(the "Preferred Liquidation Preference Amount"), before any
distribution of assets is made to holders of Common Shares or any
other capital shares that ranks junior to the Senior Preferred
Shares as to liquidation rights. After payment of the full
amount of the liquidating distributions to which they are
entitled, the holders of the Senior Preferred Shares will have no
right or claim to any of the remaining assets of Crown.
(b) In the event that, upon any such voluntary or
involuntary liquidation, dissolution or winding up of Crown, the
legally available assets of Crown are insufficient to pay the
Preferred Liquidation Preference Amount on all outstanding Senior
Preferred Shares and the corresponding amounts payable on all
shares of other classes or series of capital shares of Crown
ranking on a parity with the Senior Preferred Shares in the
distribution of assets upon liquidation, dissolution or winding
up of Crown, then the holders of the Senior Preferred Shares and
all other such classes or series of capital shares will share
ratably in any such distribution of assets in proportion to the
full liquidating distributions to which they would otherwise be
respectively entitled.
(c) If liquidating distributions have been made in full to
all holders of Senior Preferred Shares, the remaining assets of
Crown will be distributed among the holders of any other classes
or series of capital shares ranking junior to Senior Preferred
Shares upon liquidation, dissolution or winding up of Crown,
according to their respective rights and preferences and in each
case according to their respective number of shares.
(d) The consolidation or merger of Crown with or into any
other corporation, or the sale, lease, transfer or conveyance of
all or substantially all of the property or business of Crown,
will not be deemed to constitute a liquidation, dissolution or
winding up of Crown for these purposes.
Section 4 Redemption by Crown.
(a) The Senior Preferred Shares will not be redeemable
prior to July 31, 2007, except under certain limited
circumstances to preserve Crown's status as a REIT. On and after
July 31, 2007, Crown, at its option (to the extent Crown has
funds legally available therefor) upon not less than 30 nor more
than 60 days written notice, may redeem the Senior Preferred
Shares, in whole or in part, at any time or from time to time,
for cash at the redemption price per share as set forth in the
table below, plus all accrued and unpaid dividends, if any,
thereon (whether or not earned or declared) to the date fixed for
redemption (the "Redemption Date").
Redemption Price
Redemption Period Per Senior Preferred Share
July 31, 2007 through July 30, 2009 $52.50
July 31, 2009 through July 30, 2010 $51.50
On or after July 31, 2010 $50.00
(b) Notwithstanding the foregoing, unless full cumulative
dividends on all Senior Preferred Shares have been or
contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for all
past dividend periods and the then current dividend period, no
Senior Preferred Shares will be redeemed unless all outstanding
Senior Preferred Shares are simultaneously redeemed; provided,
however, that the foregoing will not prevent the purchase or
acquisition of Senior Preferred Shares pursuant to a purchase or
exchange offer made on the same terms to holders of all
outstanding Senior Preferred Shares, and unless full cumulative
dividends on all outstanding Senior Preferred Shares have been or
contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for all
past dividend periods and the then current dividend period, Crown
will not purchase or otherwise acquire directly or indirectly
through a subsidiary or otherwise, any Senior Preferred Shares.
(c) If fewer than all of the outstanding Senior Preferred
Shares are to be redeemed, the number of shares to be redeemed
will be determined by Crown and such shares may be redeemed pro
rata from the holders of record of such shares in proportion to
the number of such shares held by such holders (as nearly as may
be practicable without creating fractional Senior Preferred
Shares) or any other equitable method determined by Crown.
(d) Notice of redemption will be given by publication in a
newspaper of general circulation in the City of New York, such
publication to be made once a week for two successive weeks
commencing not less than 30 nor more than 60 days prior to the
Redemption Date. A similar notice will be mailed by Crown,
postage prepaid, not less than 30 nor more than 60 days prior to
the Redemption Date, addressed to the respective holders of
record of the Senior Preferred Shares to be redeemed at their
respective addresses as they appear on the share transfer records
of Crown. No failure to give such notice or any defect therein
or in the mailing thereof will affect the validity of the
proceeding for the redemption of any Senior Preferred Shares
except as to the holder to whom notice was defective or not
given. Each notice will state: (i) the Redemption Date; (ii) the
redemption price; (iii) the aggregate number of Senior Preferred
Shares to be redeemed and, if less than all Senior Preferred
Shares held by the shareholder are to be redeemed, the number of
Senior Preferred Shares to be redeemed; (iv) the place or places
where the Senior Preferred Shares are to be surrendered for
payment of the redemption price; and (v) that dividends on the
Senior Preferred Shares to be redeemed will cease to accrue on
such Redemption Date. If fewer than all the Senior Preferred
Shares held by any holder are to be redeemed, the notice mailed
to such holder will also specify the number of Senior Preferred
Shares to be redeemed from such holder. If notice of redemption
of any Senior Preferred Shares has been properly given and if
funds necessary for such redemption have been irrevocably set
aside by Crown in trust for the benefit of the holders of any of
the Senior Preferred Shares so called for redemption, then from
and after the Redemption Date dividends will cease to accrue on
such Senior Preferred Shares, such Senior Preferred Shares will
no longer be deemed to be outstanding and all rights of the
holders of such Senior Preferred Shares will terminate except for
the right to receive the applicable redemption price and other
amounts payable in respect of such Senior Preferred Shares.
(e) The holders of the Senior Preferred Shares at the close
of business on a Preferred Dividend Record Date will be entitled
to receive the dividend payable with respect to such Senior
Preferred Shares on the corresponding Preferred Dividend Payment
Date notwithstanding the redemption thereof between such
Preferred Dividend Record Date and the corresponding Preferred
Dividend Payment Date or Crown's default in the payment of the
dividend due. Except as provided above, Crown will make no
payment or allowance for unpaid dividends, whether or not in
arrears, on Senior Preferred Shares called for redemption.
(f) All Senior Preferred Shares redeemed shall be retired
and shall be restored to the status of authorized and unissued
preferred shares, without designation as to series, and subject
to the applicable limitations set forth herein may thereafter be
reissued as any series of preferred shares.
(g) The Senior Preferred Shares have no stated maturity and
will not be subject to any sinking fund.
Section 5 Voting Rights.
(a) Holders of the Senior Preferred Senior Preferred Shares
will not have any voting rights, except as set forth below or as
otherwise from time to time required by law. Subject to the
provisions in the Declaration regarding Excess Shares (as defined
in the Declaration), in any matter in which the Senior Preferred
Shares may vote, including any action by written consent, each
Senior Preferred Share will be entitled to one vote. The holders
of each Senior Preferred Share may separately designate a proxy
for the vote to which that Senior Preferred Share is entitled.
(b) Whenever dividends on any Senior Preferred Shares have
been in arrears for six or more quarterly periods (regardless of
whether such periods are consecutive), the holders of such Senior
Preferred Shares (voting separately as a class with all other
series of preferred shares upon which rights to vote on such
matter with Senior Preferred Shares have been conferred and are
then exercisable) will be entitled to vote for the election of
two additional trustees of Crown at a special meeting called by
the holders of record of at least 10% of the Senior Preferred
Shares and such other preferred shares, if any (unless such
request is received less than 90 days before the date fixed for
the next annual or special meeting of the shareholders), or at
the next annual meeting of shareholders, and at each subsequent
annual meeting until all dividends accumulated on such Senior
Preferred Shares for the past dividend periods and the then
current dividend period have been fully paid or declared and a
sum sufficient for the payment thereof set aside for payment. In
such event, the entire Board of Trustees will be increased by two
trustees. Each of such two trustees will be elected to serve
until the earlier of (i) the election and qualification of such
trustee's successor or (ii) payment of the dividend arrearage for
the Senior Preferred Shares.
(c) If any trustee so elected by the holders of the Senior
Preferred Shares shall cease to serve as a trustee before such
trustee's term shall expire, the holders of the Senior Preferred
Shares (and any other series of preferred shares, if any,
entitled to vote on such matter, as described above) then
outstanding may, at a special meeting of the holders called as
provided above, elect a successor to hold office for the
unexpired term of the trustee whose place shall be vacant.
(d) So long as any Senior Preferred Shares remain
outstanding, Crown will not (i) without the affirmative vote or
consent of the holders of all the Senior Preferred Shares
outstanding at the time, given in person or by proxy, either in
writing or at a meeting (such series voting separately as a
class), authorize, create or issue, or increase the authorized or
issued amount of, any class or series of capital shares ranking
senior to the Senior Preferred Shares with respect to payment of
dividends or the distribution of assets upon liquidation,
dissolution or winding up, or create, authorize or issue any
obligation or security convertible into or evidencing the right
to purchase any such shares; or (ii) without the affirmative vote
or consent of the holders of at least two-thirds of the Senior
Preferred Shares outstanding at the time, given in person or by
proxy, either in writing or at a meeting (such series voting
separately as a class), amend, alter or repeal the provisions of
the Declaration, whether by merger, consolidation or otherwise,
so as to materially and adversely affect any right, preference,
privilege or voting power of the Senior Preferred Shares or the
holders thereof; provided, however, that any increase in the
amount of the authorized preferred shares, or the creation or
issuance of any other series of preferred shares, or any increase
in the amount of authorized shares of preferred shares or any
other series of preferred shares, in each case ranking on a
parity with or junior to the Senior Preferred Shares with respect
to payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up of Crown, will not be
deemed to materially and adversely affect such rights,
preferences, privileges or voting powers.
(e) The foregoing voting provisions will not apply if, at
or prior to the time when the act with respect to which such vote
would otherwise be required is effected, all outstanding Senior
Preferred Shares have been redeemed or called for redemption upon
proper notice and sufficient funds have been deposited in trust
to effect such redemption.
Section 6 Ranking.
The Senior Preferred Shares will, with respect to dividend
rights and rights upon liquidation, dissolution or winding up of
Crown, senior to all existing or future classes or series of
equity securities of Crown, except that Crown may issue
additional preferred shares which are pari passu with the Senior
Preferred Shares so long as the aggregate liquidation preference
of all of the Senior Preferred Shares, together with any such
additional preferred shares outstanding, does not exceed
$143,750,000.
Section 7 Restrictions on Transfer.
The Senior Preferred Shares shall be subject to the
limitations on ownership and transfer set forth in the
Declaration.
SECOND: The Senior Preferred Shares have been classified and
designated by the Board of Trustees under the authority contained in the
Declaration.
THIRD: These Articles Supplementary have been approved by the Board
of Trustees in the manner and by the vote required by law.
FOURTH: The undersigned Executive Vice President and Chief Financial
Officer acknowledges these Articles Supplementary to be the trust act of Crown
and, as to all matters or facts required to be verified under oath, the
undersigned 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.
IN WITNESS WHEREOF, Crown has caused these Articles Supplementary to
be signed in its name and on its behalf by its Executive Vice President and
Chief Financial Officer and attested to by its Secretary on this 3rd day of
July, 1997 and its said Executive Vice President and Chief Financial Officer
acknowledges under the penalties of perjury that these Articles Supplementary
are the corporate act of Crown and that to the best of his knowledge,
information and belief, the matters and facts set forth herein are true in all
material respects.
CROWN AMERICAN REALTY TRUST
By: /s/John M. Kriak
Name: John M. Kriak
Title: Executive Vice President and Chief
Financial Officer
Attest:
By:
Name:
Title: Secretary
