SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________
CROWN AMERICAN REALTY TRUST
(Exact name of registrant as specified in its governing instruments)
Maryland 25-1713733
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Pasquerilla Plaza
Johnstown, Pennsylvania 15901 (814) 536-4441
(Address of Principal Executive Offices) (Telephone number)
John M. Kriak
Executive Vice President and Chief Financial Officer
Crown American Realty Trust
Pasquerilla Plaza, Johnstown, PA 15901
(814) 536-4441
(Name, address and telephone number of agent for service)
With a copy to:
Nelson W. Winter, Esq.
Reed Smith Shaw & McClay
435 Sixth Avenue, Pittsburgh, PA 15219
(412) 288-3310
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
__________
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering aggregate registration
registered registered price offering fee
per share price (1)
(1)
Common Shares of
Beneficial 300,000 $9.15625 $2,746,875.00 $810.33
Interest, par value shs. (2)
$0.01
(1)Estimated solely for purposes of calculating the registration fee and
calculated, pursuant to Rule 457(c), on the basis of the average of the high
and low sale prices for the registrant's Common Shares of Beneficial
Interest, as reported in New York Stock Exchange Consolidated Transactions,
on July 27, 1998.
(2)Pursuant to Rule 429, the Prospectus included in this Registration Statement
also relates to the registrant's Form S-3 Registration Statement No. 33-
82988. As of July 29, 1998, the number of shares remaining unsold under the
prior Registration Statement was 141,288, and the amount of the registration
fee previously paid in connection with such unsold shares was $685.13.
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
CROWN AMERICAN
REALTY TRUST
Dividend Reinvestment and Stock Purchase Plan
Common Shares of Beneficial Interest
(par value $.01 per share)
____________
This Prospectus describes the amended Dividend Reinvestment and Stock
Purchase Plan (the "Plan") of Crown American Realty Trust (the "Company"). The
Plan provides holders of the Company's Common Shares of Beneficial Interest
("Common Shares") with a convenient method of reinvesting dividends and of
investing optional cash payments, within the limits of the Plan, in additional
Common Shares. Persons who are not already shareholders of the Company may
purchase Common Shares under the Plan through optional cash payments.
Participants in the Plan pay no brokerage commissions or other expenses in
connection with the purchase of Common Shares under the Plan.
Beginning with the dividend payable September 11, 1998, the price to Plan
participants for Common Shares purchased under the Plan with reinvested
dividends will reflect a discount of from 0% to 5% from the market prices at
which shares are purchased for the Plan as described herein. Initially, the
discount will be 2%, but the Company reserves the right to change or eliminate
the discount at any time without prior notice. No discount will apply to shares
purchased with optional cash payments.
The Common Shares purchased for participants under the Plan may be purchased
by the Plan Agent from the Company or on the open market. The purchase price to
Plan participants as of any investment date will be the weighted average price
of all shares purchased for the Plan for that date. The price of shares
purchased from the Company will be the average of the daily high and low sales
prices for the Common Shares for the five trading days preceding the date of
purchase, as reported in New York Stock Exchange Composite Transactions. The
price of shares purchased on the open market will be the Agent's actual cost of
purchasing the shares, exclusive of brokerage commissions or similar expenses.
For shares purchased with reinvested dividends, the applicable discount will be
subtracted from the purchase price.
____________
This Prospectus should be retained for future reference.
____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________
The date of this Prospectus is August ____, 1998
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). The public may read and copy the reports, proxy
statements and other information filed by the Company at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C.; Suite 1400, Citicorp Center, 500 West Madison Street, Chicago,
Illinois; and Suite 1300, 7 World Trade Center, New York, New York. The public
may obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. The public may obtain copies of this material at
prescribed rates by mail addressed to the SEC, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549. The public may also access this
material electronically through the SEC's Internet site at http://www.sec.gov.
The Common Shares are listed on the New York Stock Exchange, and the public can
also inspect such reports, proxy statements and other information at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, Room 1102, New York, New
York.
This Prospectus incorporates by reference certain documents containing
information which is not presented herein or delivered herewith. See
"Incorporation of Certain Documents by Reference." Copies of such documents may
be obtained without charge upon written or oral request to Crown American Realty
Trust, Pasquerilla Plaza, Johnstown, Pennsylvania 15901, Attention: Investor
Relations (telephone: 1-800-860-2011).
THE PLAN
The following questions and answers constitute the Company's Dividend
Reinvestment and Stock Purchase Plan (the "Plan"):
Purposes and Advantages
1. What are the purposes of the Plan?
The purposes of the Plan are to provide shareholders of the Company and other
interested persons with a simple and convenient method of investing in the
Company's Common Shares.
2. How may shareholders of record purchase Common Shares under the Plan?
Holders of record of the Company's Common Shares may (1) have cash dividends
on all or a portion of the shares registered in their names automatically
reinvested in additional Common Shares, (2) continue to receive cash dividends
on shares registered in their names and purchase Common Shares by making
optional cash payments of not less than $100 per payment nor more than $5,000
per quarter or (3) invest both cash dividends and optional cash payments.
Beneficial owners of Common Shares registered in the name of a broker, bank or
other nominee may participate in the dividend reinvestment feature of the Plan
either by having their Common Shares transferred into their own names or by
making appropriate arrangements with their nominee record holder to participate
on their behalf (see Question 10).
3. How may persons who are not shareholders of record purchase Common Shares
under the Plan?
Persons who are not shareholders of record of the Company may purchase Common
Shares under the Plan by making optional cash payments of not less than $100 per
payment nor more than $5,000 per quarter.
4. What are the advantages of the Plan?
Participants in the Plan receive full investment of their dividends and
optional cash payments because they are not required to pay brokerage
commissions or other expenses in connection with purchases of Common Shares
under the Plan and because the Plan permits fractional shares, as well as whole
shares, to be purchased. In addition, dividends on all whole and fractional
shares credited to participants' Plan accounts are automatically reinvested in
additional whole or fractional Common Shares. Participants also avoid the
necessity for safekeeping certificates representing the shares credited to their
accounts and thus are protected against loss, theft or destruction of such
certificates. A regular statement for each account provides a participant with
a record of each transaction.
Beginning with the dividend payable September 11, 1998, the purchase price to
Plan participants for Common Shares purchased under the Plan with reinvested
dividends will reflect a discount of from 0% to 5% from the market prices at
which Common Shares are purchased for the Plan as described herein (See
Questions 14 and 16). Initially, the discount will be 2%, but the Company
reserves the right to change or eliminate the discount at any time without prior
notice. In no event may the purchase price to Plan participants, after giving
effect to the discount, be less than 95% of the average of the high and low sale
prices for the Common Shares on the dividend payment date, as reported in the
New York Stock Exchange Composite Transactions. No discount will apply to
Common Shares purchased with optional cash payments.
Administration
5. Who administers the Plan?
American Stock Transfer & Trust Company, as Agent for Plan participants,
administers the Plan, keeps records, sends statements of account to participants
and performs other duties relating to the Plan. All costs of administering the
Plan are paid by the Company. Common Shares purchased under the Plan are issued
in the name of the Agent or its nominee, as agent for the participants in the
Plan.
The following address may be used to obtain information about the Plan:
American Stock Transfer & Trust Company
Attention: Dividend Reinvestment
40 Wall Street
New York, NY 10005
Be sure to mention Crown American Realty Trust and, if you are already a Plan
participant, your account number(s) in any correspondence.
Eligibility
6. Who is eligible to become a participant?
Any person who has reached the age of majority in his or her state of
residence is eligible to participate in the Plan through optional cash payments.
In addition, any holder of record of the Company's Common Shares who has reached
the age of majority may elect to have dividends on all or part of such Common
Shares reinvested under the Plan. Beneficial owners of Common Shares whose
shares are registered in the name of a broker, bank or other nominee are
eligible to participate in the dividend reinvestment feature of the Plan through
such nominee record owner and should instruct the broker, bank or other nominee
to arrange with its depository or registered nominee for reinvestment of
dividends under the Plan.
Enrolling in the Plan
7. How does an eligible person become a participant?
An eligible person may elect to become a participant in the Plan at any time.
If you wish to become a participant, all you need to do is complete an
Authorization Form and mail it to American Stock Transfer & Trust Company,
Attention: Dividend Reinvestment, 40 Wall Street, New York, NY 10005.
Authorization Forms may be obtained by writing to the same address.
8. What does the Authorization Form provide?
The Authorization Form authorizes the Agent to apply any optional cash
payments made by the participant and, if applicable, dividends on Common Shares
registered in the participant's name to the purchase of full and fractional
Common Shares for the participant's account under the Plan. The Authorization
Form offers three investment options:
(1) Full Dividend Reinvestment. To reinvest automatically all cash
dividends on all Common Shares registered in the participant's name.
(2) Partial Dividend Reinvestment. To reinvest automatically only the
cash dividends paid on a specified number of Common Shares (not less than
100) registered in the participant's name and to receive dividends on any
remaining shares in cash.
(3) Optional Cash Payments Only. To invest only optional cash payments
of not less than $100 each up to a total of $5,000 per quarterly period
between dividend payment dates (noncumulative from quarter to quarter), to be
applied to the purchase of Common Shares.
A person who is not a shareholder of record of Common Shares should select
the Optional Cash Payments Only option. If a person who is not a shareholder of
record at the time the Authorization Form is received by the Agent selects
either of the dividend reinvestment options or returns a signed Authorization
Form without selecting an investment option, the Agent will establish a Plan
account for that person for optional cash payments only. If the participant
later becomes a shareholder of record, the participant will have to submit a new
Authorization Form in order to participate in the dividend reinvestment feature
of the Plan. The answer to Question 7 tells how to obtain an Authorization
Form.
A participant who is a shareholder of record of Common Shares (including a
broker, bank or other nominee participating on behalf of beneficial owners) may
select any one of the three investment options. A shareholder participant
selecting either of the dividend reinvestment options may also make optional
cash payments. A shareholder participant may change his or her election by
completing and signing a new Authorization Form and returning it to the Agent.
The answer to Question 7 tells how to obtain an Authorization Form. Any
election or change of election concerning the reinvestment of dividends must be
received by the Agent at least five business days prior to the record date for a
dividend payment date (see Question 9) in order for the election or change to
become effective with that dividend. If a shareholder participant signs and
returns an Authorization Form without checking the desired option or checks the
partial dividend reinvestment option without specifying a number of shares, the
participant will be deemed to have selected the full dividend reinvestment
option.
Regardless of which method of participation is selected, all cash dividends
paid on whole or fractional shares previously credited to a participant's Plan
account will be reinvested automatically.
Reinvestment of Dividends
9. When will dividends be reinvested?
Dividends will be reinvested as of each dividend payment date. Historically,
dividend payment dates for Common Shares have occurred in the months of March,
June, September and December. However, the existence of the Plan does not
constitute any assurance that dividends will be paid in the future or, if paid,
that they will be paid in those months.
If an Authorization Form for reinvestment of dividends is received by the
Agent at least one business day prior to the record date for a dividend payment
date, the dividend paid on that dividend payment date will be reinvested. If
the Authorization Form is received less than one business day prior to the
record date for a dividend, that dividend will be paid in cash, and
participation in the Plan for the reinvestment of dividends will not commence
until the next succeeding dividend payment date. Historically, the record dates
for Common Share dividends have preceded the dividend payment dates by
approximately ten business days.
10. How may a beneficial owner have dividends reinvested under the Plan?
In order to participate in the dividend reinvestment feature of the Plan,
beneficial owners whose Common Shares are registered in names other than their
own (for example, in the name of a broker or bank nominee) must either become
holders of record by having Common Shares transferred into their own names or
make appropriate arrangements with their broker, bank or other nominee to enroll
in the Plan on their behalf.
If a beneficial owner chooses to participate through a nominee record holder,
the Agent and the Company shall treat the nominee record holder as the
participant, and the beneficial owner shall have no direct rights as a
participant under the Plan. Beneficial owners who participate through a nominee
record holder must verify for themselves the extent to which their broker, bank
or other nominee will provide all of the services and features of the Plan
directly to them. Such beneficial owners must rely upon their broker, bank or
nominee for administering the beneficial owner's dividends and must correspond
exclusively with the broker, bank or nominee on all matters regarding the Plan,
including account statements, share withdrawal and termination of participation
in the Plan. The Agent will have no record of the participation in the Plan by
beneficial owners with respect to Common Shares registered in a name other than
their own.
Because optional cash payments under the Plan are limited to $5,000 per
dividend payment date by any participant, beneficial owners whose shares are
registered in the name of a securities depository or other bank or broker's
nominee may be limited in their ability to make optional cash payments through
their nominee record holder. Therefore, it is recommended that any beneficial
owner who wishes to make optional cash payments establish a Plan account in his
or her own name for such purpose.
Optional Cash Payments
11. Who is eligible to make optional cash payments?
Any person who has submitted a signed Authorization Form is eligible to make
optional cash payments, whether or not the person is a shareholder of record of
the Company. Shareholders of record may make optional cash payments whether or
not they also have elected to reinvest dividends on Common Shares registered in
their names.
12. When may optional cash payments be made and when will they be invested?
Optional cash payments will be invested as of each dividend payment date
(normally in the months of March, June, September and December). Beginning
October 9, 1998, optional cash payments will also be invested on the second
Friday of each month in which no dividend payment date occurs ("interim
investment date"). Optional cash payments received at the Agent's office not
later than the close of business on the second business day prior to a dividend
payment date or interim investment date will be invested on that date. Optional
cash payments received after the close of business on the second business day
prior to a dividend payment date or interim investment date will be invested on
the dividend payment date or interim investment date in the following month.
No interest is paid by the Company or the Agent on optional cash payments.
It is therefore suggested that any optional cash payment which a participant
wishes to make be sent so as to arrive shortly before a dividend payment date or
interim investment date.
13. How are optional cash payments made?
A new participant may make an optional cash payment when enrolling in the
Plan by sending the Agent a check or money order, payable to American Stock
Transfer & Trust Company, for not less than $100 nor more than $5,000, with a
completed Authorization Form.
Once a participant's account has been enrolled in the Plan and the initial
investment is made, whether of dividends or optional cash, an optional cash
payment form will be attached to each statement of account sent to the
participant. Any check or money order for an optional cash payment must be made
payable to American Stock Transfer & Trust Company and should be accompanied by
a properly completed optional cash payment form. Checks and forms should be
mailed to American Stock Transfer & Trust Company, Attention: Dividend
Reinvestment, 40 Wall Street, New York, NY 10005.
Optional cash payments must be in United States dollars and may not be less
than $100 per payment nor more than $5,000 in the aggregate for any quarterly
period between dividend payment dates (noncumulative from quarter to quarter).
The same amount need not be sent each time, and there is no obligation to make
an optional cash payment in any quarter. Do not send cash.
Optional cash payments can be refunded if a written request is received by
the Agent at the above address at least two business days prior to the date of
investment.
Purchases
14. What is the source of the Common Shares purchased under the Plan?
Common Shares purchased for participants' accounts under the Plan may be
purchased by the Agent either (1) from the Company out of its authorized but
unissued shares or treasury shares or (2) on the open market.
The purchase price (before giving effect to any discount) of any Common
Shares purchased from the Company as of any dividend payment date or interim
investment date will be the average of the daily high and low sales prices for
Common Shares for the five trading days preceding such date as reported in New
York Stock Exchange Composite Transactions. For this purpose, a "trading day"
is any day on which trades in the Common Shares are reported in the New York
Stock Exchange Composite Transactions. In the case of Common Shares purchased
with reinvested dividends, the price paid to the Company will be reduced by the
applicable discount, if any, as described in Question 16. The proceeds of any
sales of Common Shares to the Plan by the Company will be used by the Company
for its general business purposes.
The purchase price (before giving effect to any discount) of any Common
Shares purchased on the open market for any dividend payment date or interim
investment date will be the weighted average of the prices paid by the Agent in
purchasing such shares, excluding brokerage commissions or similar expenses.
Purchases by the Agent of Common Shares on the open market will be made at then
current market prices, may be made on any securities exchange where the
Company's Common Shares are then traded, in the over-the-counter market or in
negotiated transactions and may be on such terms as to price, delivery and
otherwise as the Agent or the broker selected by the Agent for such purpose may
determine.
15. When will Common Shares be purchased for participants' accounts?
On each dividend payment date or interim investment date, or the first
business day thereafter, the Company will issue to the Agent any Common Shares
to be purchased from the Company as of such date. If the amount to be invested
under the Plan as of any dividend payment date or interim investment date
exceeds the purchase price of the Common Shares, if any, to be purchased from
the Company for that date, the excess amount will be applied by the Agent to the
purchase of Common Shares on the open market for the accounts of Plan
participants.
Shares to be purchased by the Agent on the open market will be purchased by
the Agent as promptly as practicable, consistent with the provisions of any
applicable securities laws and market conditions, and in no event will dividends
be invested more than 30 days or optional cash payments more than 45 days after
receipt by the Agent except where necessary to comply with applicable laws and
regulations. The exact timing of open market purchases, including determining
the number of shares, if any, to be purchased on any day or at any time of that
day, the prices paid for such shares, the markets on which such purchases are
made and the persons (including brokers and dealers) from or through which such
purchases are made shall be determined by the Agent or the broker selected by it
for that purpose. The Agent may purchase Common Shares in advance of a dividend
payment date or interim investment date for settlement on or after such date.
No interest will be paid on funds held by the Agent pending investment.
16. What is the price of Common Shares purchased by participants under the
Plan?
The purchase price to Plan participants of Common Shares purchased under the
Plan as of any dividend payment date or interim investment date will be the
weighted average price (before giving effect to any discount) of all Common
Shares purchased by the Agent for the Plan for that date as described in
Question 14, less any applicable discount as described below. All brokerage
commissions or similar charges incurred by the Agent in connection with the
purchase of Common Shares on the open market will be paid by the Company.
Beginning with the dividend payable September 11, 1998, the purchase price to
Plan participants for Common Shares purchased under the Plan with reinvested
dividends will reflect a discount of from 0% to 5% from the weighted average
price (before giving effect to the discount) of all Common Shares purchased by
the Agent for the Plan for that dividend payment date as described in Question
14. Initially, the discount will be 2%, but the Company reserves the right to
change or eliminate the discount at any time without prior notice. In no event
may the purchase price to Plan participants, after giving effect to the
discount, be less than 95% of the average of the high and low sale prices for
the Common Shares on the dividend payment date, as reported in the New York
Stock Exchange Composite Transactions.
The discount, if any, applicable to a dividend payment date will apply to all
Common Shares purchased with reinvested dividends as of that dividend payment
date, whether the shares are purchased from the Company or on the open market.
The discount will not apply to Common Shares purchased through optional cash
payments.
17. How many Common Shares will be purchased for a participant?
The number of shares to be purchased for a participant's account as of any
dividend payment date or interim investment date will be equal to the dollar
amounts to be invested for the participant divided by the applicable purchase
prices, computed to the third decimal place. For a shareholder of record who
has elected to reinvest dividends on Common Shares registered in the
participant's name, the dollar amounts to be invested as of any dividend payment
date will be (1) the dividend on all or the specified number of certificate
shares registered in the participant's own name, (2) the dividend on all Common
Shares (including fractional shares) previously credited to the participant's
Plan account and (3) any optional cash payments to be invested as of that
dividend payment date (see Question 12). For a participant who has elected to
invest only optional cash payments, the dollar amounts to be invested as of any
dividend payment date will be (1) any optional cash payments to be invested as
of that dividend payment date (see Question 12) and (2) the dividend on all
Common Shares (including fractional shares) previously credited to the
participant's Plan account. For all participants, the total amount to be
invested on any interim investment date will be the sum of any optional cash
payments to be invested as of that date (see Question 12).
The amount of dividends to be reinvested for a participant residing in the
United States will be reduced by any amount the Company is required to deduct as
a backup withholding in respect of the dividend received, or considered to be
received, by such participant. The amount of dividends to be reinvested for a
foreign participant whose dividends are subject to federal tax withholding will
be reduced by the tax required to be withheld in respect of the dividend
received, or considered to be received, by the foreign participant.
Reports to Participants
18. What reports are sent to participants in the Plan?
After an investment is made for a participant's account, whether by
reinvestment of dividends or by optional cash payment, the participant will be
sent a statement which will provide a record of the cost of the Common Shares
purchased for that account, the date on which the shares were purchased and the
number of Common Shares in that account. These statements should be retained
for income tax purposes. In addition, each participant will be sent the same
communications sent to every holder of Common Shares, including the Company's
Quarterly Reports, Annual Report, Notice of Annual Meeting and Proxy Statement
and income tax information for reporting dividends paid.
Share Certificates
19. Are certificates issued to participants for Common Shares purchased under
the Plan?
Common Shares purchased under the Plan are registered in the name of the
Agent or its nominee, as agent for the participants in the Plan, and
certificates for such shares are not delivered to participants unless requested.
The number of Common Shares credited to an account under the Plan is shown on
the participant's statement. Participants are thus protected against loss,
theft or destruction of share certificates.
A certificate for any number of whole Common Shares credited to a
participant's Plan account will be issued to the participant upon written
request to the Agent. Such requests will be handled by the Agent, normally
within two weeks, at no charge to the participant. Any remaining whole shares
and fraction of a share will continue to be credited to the participant's
account.
Common Shares while credited to the account of a participant under the Plan
may not be pledged, sold or otherwise transferred. A participant who wishes to
pledge, sell or transfer such shares must request that a certificate for such
shares first be issued in the participant's name.
A certificate for a fraction of a share will not be issued under any
circumstances.
20. What is the effect on a participant's Plan account if a participant
requests a certificate for whole Common Shares held in the account?
If a participant requests delivery of a certificate for whole Common Shares
held in the participant's account, any remaining whole shares and fraction of a
share will continue to be credited to the participant's account, and dividends
on such shares will continue to be reinvested under the Plan. In addition, if a
participant maintains an account for full reinvestment of dividends, dividends
on the Common Shares for which a certificate is requested would continue to be
reinvested under the Plan so long as such shares remain registered in the
participant's name. If a participant maintains an account for partial dividend
reinvestment, dividends on the shares for which a certificate is requested would
no longer be reinvested to the extent that the total number of shares registered
in the participant's name, including the shares for which a certificate is
requested, exceeds the number of shares for which the participant has elected to
reinvest dividends. If the participant maintains a Plan account only for
optional cash payments, dividends on Common Shares for which a certificate is
requested would no longer be reinvested under the Plan unless and until the
participant submits an Authorization Form to authorize reinvestment of dividends
on Common Shares registered in the participant's name (see Questions 7 through
9).
21. May Common Shares held in certificate form be deposited in a participant's
Plan account?
Yes. Common Share certificates registered in a participant's name may be
surrendered to the Agent for deposit to the participant's Plan account. This
procedure enables participants to avoid the necessity of safekeeping
certificates. The participant should contact the Agent (see Question 5) for the
proper procedure to deposit certificates.
Common Share certificates may be deposited in a participant's Plan account
whether or not the participant has previously authorized reinvestment of
dividends on Common Shares registered in the participant's name. However, as
with all other shares held in the participant's Plan account, all dividends on
any shares deposited will automatically be reinvested.
Withdrawal from the Plan
22. May a participant withdraw from the Plan?
Yes. The Plan is entirely voluntary, and a participant may terminate an
account at any time by providing written notice instructing the Agent to
terminate the account.
23. What happens when a participant terminates an account?
If a participant's notice of termination is received by the Agent at least
one business day prior to the record date for the next dividend payment date,
reinvestment of dividends will cease as of the date notice of termination is
received by the Agent. If the notice of termination is received less than one
business day prior to the record date for a dividend payment date, the
termination will not become effective until after the investment of any
dividends to be invested as of that date. Optional cash payments can be
refunded if the notice of termination is received by the Agent at least two
business days prior to the next dividend payment date or interim investment date
(See Question 12).
When terminating an account, the participant may request that a stock
certificate be issued for all whole shares held in the account. As soon as
practicable after notice of termination is received, the Agent will send to the
participant (1) a certificate for all whole Common Shares held in the account
and (2) a check representing any uninvested optional cash payments remaining in
the account and the value of any fractional share held in the account. After an
account is terminated, all dividends for the terminated account will be paid to
the shareholder unless the shareholder reelects to participate in the Plan.
When terminating an account, the participant may request that all shares,
both full and fractional, credited to the Plan account be sold or that certain
of the shares be sold and a certificate be issued for the remaining shares (see
Question 25).
24. When may a former participant re-elect to participate in the Plan?
Generally, an eligible person may re-elect to participate at any time.
However, the Agent reserves the right to reject any Authorization Form on the
grounds of excessive joining and withdrawing. Such reservation is intended to
minimize unnecessary administrative expense and to encourage use of the Plan as
a long-term investment service.
Sale of Shares
25. May a participant request that shares held in a Plan account be sold?
Yes. A participant may request that all or any part of the shares held in a
Plan account be sold either when an account is being terminated (see
Question 23) or without terminating the account. However, a fractional share
will not be sold unless the entire fractional share held in the account is sold.
If all shares (including any fractional share) held in a Plan account are sold,
the account will automatically be terminated, and the participant will have to
complete and file a new Authorization Form (see Questions 7 through 9) in order
to again participate in the Plan.
Within seven days after receipt of a participant's written request to sell
shares held in a Plan account, the Agent will place a sell order through a
broker or dealer designated by the Agent. The participant will receive the
proceeds of the sale less any brokerage commission, transfer tax or other fees
incurred by the Agent allocable to the sale of such shares.
26. What happens if a participating shareholder of record sells or transfers
all the Common Shares registered in the participant's name?
Once a shareholder of record becomes a participant in the Plan, the
shareholder may remain a participant even if the participant thereafter disposes
of all Common Shares registered in the participant's name. If a participant
disposes of all Common Shares registered in the participant's name, the
participant may continue to make optional cash payments, and the Agent will
continue to reinvest the dividends on the Common Shares credited to the
participant's account under the Plan unless the participant notifies the Agent
that he or she wishes to terminate the account.
Other Information
27. What happens if the Company issues a stock dividend or declares a stock
split?
In the event of a stock split or a stock dividend payable in Common Shares,
the Agent will credit to the participant's Plan account the applicable number of
whole and/or fractional Common Shares based on the number of Common Shares held
in the participant's Plan account as of the record date for the stock dividend
or split. Common Shares issued as a result of a stock dividend on or split of
Common Shares registered in the participant's own name will be mailed directly
to the participant in the same manner as to shareholders who are not
participants in the Plan.
28. What happens if the Company has a rights offering?
If the Company has a rights offering in which separately tradable and
exercisable rights are issued to registered holders of Common Shares, the rights
attributable to whole Common Shares held in a participant's Plan account will be
transferred to the Plan participant as promptly as practicable after the rights
are issued. Rights attributable to fractional shares will be sold, and the
proceeds will be treated as an optional cash payment.
Rights attributable to Common Shares registered in the participant's own name
will be treated in the same manner as rights attributable to the Common Shares
of nonparticipating shareholders.
29. How are a participant's Common Shares voted at shareholder meetings?
Common Shares credited to the account of a participant under the Plan are
voted in the same manner as Common Shares registered in a participant's own
name. Participants will receive proxy materials from the Company for each
shareholder meeting, including a proxy statement and a form of proxy covering
all whole and fractional Common Shares credited to the participant's Plan
account and any Common Shares registered in the participant's own name as of the
record date for the meeting. Common Shares credited to a participant's Plan
account may also be voted in person at the meeting in the same manner as Common
Shares registered in the participant's own name.
Since the Company's Declaration of Trust grants voting rights to the holder
of record of Common Shares, direct voting by participants of the Common Shares
held in their Plan accounts will be authorized by means of a proxy filed by the
Agent as agent for the Plan participants.
30. Are there any other limits on the purchase of Common Shares under the Plan?
Due to limitations on the concentration of ownership of stock of a real
estate investment trust imposed by the Internal Revenue Code of 1986, as amended
(the "Code"), the Company's Amended and Restated Declaration of Trust (the
"Declaration of Trust") prohibits any person (with certain exceptions) from
owning, either directly or under the applicable attribution rules of the Code,
more than 7.5% of the outstanding Common Shares (the "Ownership Limit"). To the
extent any purchase of Common Shares under the Plan would result in a violation
of the Ownership Limit, the Company may prohibit the purchase. Under the
Declaration of Trust, to the extent any purchase of Common Shares would, if
effective, violate the Ownership Limit, the purchase would be deemed void, and
such Common Shares would automatically be exchanged for "Excess Shares" as
provided in the Declaration of Trust. Excess Shares (1) are not entitled to
voting rights (except to the extent required by law), dividends or
distributions, (2) are subject to repurchase by the Company for the lesser of
the price paid or current market value and (3) may not be sold for an amount
that reflects any appreciation in value of the Common Shares during the period
the Excess Shares were held. For further information concerning the Ownership
Limit and Excess Shares, reference is made to the description of the Common
Shares incorporated herein by reference. See "Incorporation of Certain
Documents by Reference."
31. What is the responsibility of the Company and the Agent under the Plan?
The Company and the Agent, in administering the Plan, are not liable for any
act done in good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon such participant's death prior to receipt by the
Agent of notice in writing of such death, with respect to the prices and times
at which Common Shares are purchased or sold for a participant, or with respect
to any fluctuation in market value before or after any purchase or sale of
shares.
All notices from the Agent to a participant will be addressed to the
participant's last known address. Participants should notify the Agent promptly
in writing of any change of address.
The Agent may resign as administrator of the Plan at any time, in which case
the Company shall appoint a successor administrator. In addition, the Company
may replace the Agent with a successor administrator at any time.
32. May the Plan be amended, suspended or terminated?
While the Company expects to continue the Plan indefinitely, the Company may
amend, suspend or terminate the Plan at any time. To the extent practicable,
any such amendment, suspension or termination will be announced to participants
at least 30 days prior to its effective date, and any amendment will be deemed
to be accepted by participants who do not withdraw prior to the effectiveness of
the amendment.
33. What happens if the Plan is terminated?
If the Plan is terminated, each participant will receive (1) a certificate
for all whole Common Shares held in the participant's account and (2) a check
representing the value of any fractional share held in the participant's account
and any uninvested optional cash payment held in the account.
34. Who interprets and regulates the Plan?
The Company is authorized to issue such interpretations, adopt such
regulations and take such other action as may be reasonably designed to
effectuate the Plan. Any action to effectuate the Plan taken by the Company or
the Agent in the good faith exercise of its judgment will be binding on
participants.
35. Who bears the risk of market price fluctuations in the Company's Common
Shares?
In this regard, a participant's investment, both in shares held in the Plan
and in shares registered in the participant's own name, is no different from
that of nonparticipating shareholders. The participant bears the risk of loss
and has the opportunity for gain from market price changes with respect to all
such shares.
FEDERAL INCOME TAX CONSEQUENCES
Participants should consult their personal tax advisors with specific
reference to their own tax situations and potential changes in the applicable
laws as to all federal, state, local, foreign and other tax matters in
connection with the reinvestment of dividends and purchases of Common Shares
under the Plan, the participant's tax basis and holding period for Common Shares
acquired under the Plan and the character, amount and tax treatment of any gain
or loss realized on the disposition of Common Shares. The following is only a
brief summary of some of the principal federal income tax considerations
applicable to the Plan.
Dividend Reinvestment
In the case of Common Shares purchased by the Agent from the Company, a
participant will be treated for federal income tax purpose as having received a
dividend equal to the fair market value, as of the dividend payment date, of the
Common Shares purchased with reinvested dividends. With respect to Common
Shares purchased by the Agent in open-market transactions, the Internal Revenue
Service has indicated in somewhat similar situations that the amount of the
dividend received by a participant would include the fair market value of the
Common Shares purchased with reinvested dividends and a pro-rata share of any
brokerage commissions or other related charges (hereafter "Commissions") paid by
the Company in connection with the Agent's purchase of the Common Shares on
behalf of the participant. The discount will be treated as being part of the
dividend received, as will any excess of the fair market value of the Common
Shares on the dividend payment over the purchase price for the Common Stock
under the Plan. As in the case of nonreinvested cash dividends, the dividends
described above will constitute taxable "dividend" income to participants to the
extent of the Company's current and accumulated earnings and profits allocable
to the dividends, and any excess dividends will constitute a return of capital
which reduces the basis of a participant's Common Shares or results in gain to
the extent such excess dividend exceeds the participant's tax basis in his or
her Common Shares. In addition, if the Company designates part or all of its
dividends as capital gain dividends, such designated amounts would be treated by
a participant as long-term capital gains.
A participant's tax basis in his or her Common Shares acquired under the Plan
generally will equal the total amount of dividends a participant is treated as
receiving (as described above). A participant's holding period in such Common
Shares generally begins on the day following the date on which such Common
Shares are credited to the participant's Plan account.
Optional Cash Purchases
The Internal Revenue Service has indicated in somewhat similar situations
that a participant who reinvests all or part of his dividends and who makes an
optional cash purchase of Common Shares under the Plan will be treated as having
received a distribution equal to the excess of the fair market value of such
Common Shares on the dividend payment or interim investment date over the amount
of the optional cash payment made by the participant. Also, if the Common
Shares are acquired by the Agent in an open-market transaction, then the
Internal Revenue Service may assert that a participant will be treated as
receiving an additional distribution equal to a pro-rata share of any
Commissions paid by the Company on behalf of the participant. Any such
distributions which the participant is treated as receiving, including the
excess of the fair market value of the Common Shares on dividend payment or
interim investment date over the purchase price for the Common Shares under the
Plan, would be taxable income or gain or reduce basis in Common Shares (or some
combination thereof) under the rules described above.
The Internal Revenue Service has ruled that a participant who only makes
optional cash purchases of Common Shares under the Plan, and who does not
reinvest any of his dividends, will not be treated as having received a
distribution.
A participant's tax basis in his Common Shares acquired through an optional
cash purchase under the Plan will generally equal the the amount of the
participant's optional cash payment plus the amount of distributions a
participant is treated as receiving (as described above). A participant's
holding period for Common Shares purchased under the Plan generally will begin
on the day following the date on which Common Shares are credited to the
participant's Plan account.
In addition, all cash distributions paid with respect to all Common Shares
credited to a participant's Plan account will be reinvested automatically. In
that regard, see "Dividend Reinvestment" above.
General
Information forms (Forms 1099-DIV) mailed to a Plan participant each year by
the Company will set forth gross dividends, including any dividends reinvested
under the Plan and brokerage commissions where applicable, dividends
representing a return of capital (if any), capital gain distributions (if any)
and amount of withholding (if any). Certain types of investors, including
insurance companies, tax-exempt organizations, financial institutions or broker-
dealers, foreign corporations and persons who are not citizens or residents of
the United States, may be subject to special treatment under the federal income
tax laws.
In general, any dividend reinvested under the Plan is not subject to federal
income tax withholding. The Company or Agent may be required, however, to
deduct as "backup withholding" 31 percent of all dividends paid to any
participant. Similarly, the Agent may be required to deduct backup withholding
from all proceeds from sales of shares held in a Plan account. A participant is
subject to backup withholding if: (1) the participant has failed to properly
furnish the Company and the Agent with his or her correct tax identification
number ("TIN"), (2) the Internal Revenue Service or a broker notifies the
Company or the Agent that the TIN furnished by the participant is incorrect,
(3) the Internal Revenue Service or a broker notifies the Company or the Agent
that backup withholding should be commenced because the participant failed to
report properly dividends paid to him or her, or (4) when required to do so, the
participant fails to certify, under penalties of perjury, that the participant
is not subject to backup withholding. Brokerage commissions which are
considered dividends to a participant will not be subject to backup withholding.
Backup withholding amounts will be withheld from dividends before such dividends
are invested under the Plan. Therefore, dividends to be reinvested under the
Plan by participants who are subject to withholding will be reduced by the
withholding amount.
A participant will not recognize any taxable income upon receipt of a
certificate for whole Common Shares credited to the participant's Plan account,
whether upon request for such a certificate, upon the participant's termination
of a Plan account, or upon termination of the Plan. A participant may, however,
recognize a gain or loss upon receipt of a cash payment for a fractional share
credited to a Plan account or when the shares held in that account are sold at
the request of the participant. A gain or loss may also be recognized upon a
participant's disposition of Common Shares received from the Plan. The amount
of any gain or loss will be the difference between the amount received for the
whole or fractional shares and the tax basis of the shares. Generally, gain or
loss recognized on the disposition of Common Shares acquired under the Plan will
be treated for federal income tax purposes as capital gain or loss.
The Internal Revenue Service has ruled in connection with similar plans that
a dividend reinvestment plan will not adversely affect the qualification of a
real estate investment trust. In addition, a real estate investment trust
should be able to include amounts deemed distributed as dividends under such a
plan for purposes of its dividends-paid deduction.
PLAN OF DISTRIBUTION
In addition to furnishing copies of this Prospectus to shareholders of record
of Common Shares and announcing the availability of the Plan in documents
distributed by the Company to its shareholders, the Company will from time to
time include announcements of the availability of the Plan in selected
newspapers and in publications distributed by the Company to both shareholder
and nonshareholder constituencies. Unless accompanied or proceeded by the
Prospectus, such announcements will include only such information as may be
included in nonprospectus communications under regulations of the SEC and will
include instructions as to how a copy of the Prospectus may be obtained. No
Authorization Form will be furnished to any person unless accompanied or
proceeded by the Prospectus.
No underwriters, brokers or dealers will be retained by the Company in
connection with the offering of Common Shares under the Plan, and no additional
compensation will be paid to any employee in connection with such offering. All
fees, commissions and expenses incurred in connection with the purchase of
Common Shares under the Plan will be paid by the Company.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
As of any time on or after the date of this Prospectus, the following
documents filed by the Company with the SEC pursuant to the Exchange Act are
incorporated in this Prospectus by reference:
1. The latest Annual Report on Form 10-K filed by the Company pursuant to
Section 13(a) of the Exchange Act;
2. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report on Form 10-K referred to above; and
3. The description of the Common Shares contained in the Company's
Prospectus dated August 9, 1993 (File No. 33-62886) and incorporated by
reference in its Form 8-A Registration Statement dated June 24, 1993, filed
pursuant to the Exchange Act in connection with the listing of the Common
Shares on the New York Stock Exchange, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the filing of the latest Annual Report
on Form 10-K referred to in paragraph (1) above and prior to the termination of
the offering of Common Shares through the Plan shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
A copy of any or all of the documents referred to above which have been
incorporated in this Prospectus by reference (not including exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents) may be obtained by following the instructions under "Available
Information" above.
EXPERTS
The financial statements and schedules incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto included therein
and incorporated herein by reference. Such financial statements and schedules
are, and audited financial statements and schedules to be included in
subsequently filed documents will be (to the extent covered by consents filed
with the SEC), incorporated herein in reliance upon the authority of said firm
as experts in giving such reports.
LEGAL OPINION
The validity of the Common Shares to which this Prospectus relates will be
passed upon for the Company by Reed Smith Shaw & McClay LLP, Pittsburgh,
Pennsylvania.
No person has been authorized to give any information or to make any
representation other than as contained in this Prospectus in connection with the
offer contained herein, and, if given or made, such information or
representation must not be relied upon. Neither the delivery of this Prospectus
nor any sale hereunder shall under any circumstances imply that there has been
no change in the affairs of the Company since the date hereof. This Prospectus
is not an offering of securities in any state in which such an offering would be
unauthorized.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an estimate of expenses to be incurred in connection with
the issuance and distribution of the Common Shares:
Securities and Exchange Commission registration fee $ 830
New York Stock Exchange listing fee 1,500
Printing costs 5,000
Postage and mailing costs 6,000
Accounting fees and expenses 2,100
Legal fees and expenses 12,000
Plan Agent's fees 9,600
Miscellaneous 2,970
Total $ 40,000
Item 15. Indemnification of Directors and Officers.
Title 8 of the Corporations and Associations Article of the Annotated Code of
Maryland, as amended (the "Maryland REIT Law") permits a Maryland real estate
investment trust to include in its Declaration of Trust and Bylaws a provision
limiting the liability of its trustees and officers to the trust and its
shareholders for money damages except for liability resulting from (a) actual
receipt of an improper benefit or profit in money, property or services or
(b) active and deliberate dishonesty established by a final judgment as being
material to the cause of action. The Second Amended and Restated Declaration of
Trust of the registrant (the "Declaration of Trust") contains such a provision
which eliminates such liability to the maximum extent permitted by the Maryland
REIT Law.
The Declaration of Trust requires the registrant, to the maximum extent
permitted by Maryland law, to indemnify (a) any Trustee, officer or shareholder
who has been successful, on the merits or otherwise, in the defense of a
proceeding to which he was made a party by reason of his service in that
capacity, against reasonable expenses incurred by him in connection with the
proceeding and (b) any present or former Trustee or officer against any claim or
liability unless it is established that (i) his act or omission was committed in
bad faith or was the result of active and deliberate dishonesty, (ii) he
actually received an improper personal benefit in money, property or services or
(iii) in the case of a criminal proceeding, he had reasonable cause to believe
that his act or omission was unlawful. The Bylaws also (i) permit the
registrant to provide indemnification and advance of expenses to a present or
former Trustee or officer who served a predecessor of the registrant in such
capacity, and to any employee or agent of the registrant or a predecessor of the
registrant, (ii) provide that any indemnification or payment or reimbursement of
the expenses permitted by the Bylaws shall be furnished in accordance with the
procedures provided for indemnification and payment or reimbursement of expenses
under Section 2-418 of the Maryland General Corporation Law, as amended from
time to time ("MGCL") for directors of Maryland corporations and permit the
registrant to provide such other and further indemnification or payment or
reimbursement of expenses as may be permitted by the MGCL for directors of
Maryland corporations. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to Trustees and officers of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that, although the validity and scope of the governing statute has
not been tested in court in the opinion of the SEC, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In addition, indemnification may be limited by state securities
laws.
The Maryland REIT Law permits a Maryland real estate investment trust to
indemnify and advance expenses to its trustees, officers, employees and agents
to the same extent as its permitted by the MGCL for directors and officers of
Maryland corporations. The MGCL permits a corporation to indemnify its present
and former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the trustee or officer was material to the matter giving rise
to the proceeding and (i) was committed in bad faith or (ii) was the result of
active and deliberate dishonesty, (b) the trustee or officer actually received
an improper personal benefit in money, property or services or (c) in the case
of any criminal proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful. However, a Maryland corporation
may not indemnify for an adverse judgment in a suit by or in the right of the
corporation. In accordance with the MGCL, the Bylaws of the registrant require
it, as a condition to advancing expenses, to obtain (a) a written affirmation by
the Trustee or officer of his good faith belief that he has met the applicable
standard of conduct necessary for indemnification by the registrant as
authorized by the Bylaws and (b) a written statement by or on his behalf to
repay the amount paid or reimbursed by the registrant if it shall ultimately be
determined that the standard of conduct was not met.
The registrant maintains trustee and officer liability insurance covering its
trustees and officers with respect to certain liabilities which they may incur
in connection with their serving as such.
The registrant has entered into indemnification agreements with each of its
trustees and executive officers. The indemnification agreements require, among
other things, that the registrant indemnify its trustees and executive officers
to the fullest extent permitted by law and advance to the trustees and executive
officers all related expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted.
Item 16. Exhibits.
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on page II-6.
Item 17. 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 (the "Securities Act");
(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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 (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, 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; and
(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.
(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, each filing of the
registrant's annual report pursuant to section 13(a) or 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 herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(h) Request for acceleration of effective date or filing of registration
statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, 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 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 and will be governed by the final adjudication of such issue.
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Johnstown, Commonwealth of Pennsylvania, on the 28th
day of July, 1998.
CROWN AMERICAN REALTY TRUST
By /s/ Frank J. Pasquerilla
Frank J. Pasquerilla, Chairman of the
Board of Trustees and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frank J. Pasquerilla, Mark E. Pasquerilla, John
M. Kriak and Terry L Stevens, and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for and in the undersigned's name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other 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 each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as the undersigned might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
/s/ Frank J. Pasquerilla Chairman of the Board July 29, 1998
Frank J. Pasquerilla of Trustees and Chief
Executive Officer
/s/ Mark E. Pasquerilla President and Trustee July 29, 1998
Mark E. Pasquerilla
/s/ John M. Kriak Executive Vice July 29, 1998
John M. Kriak President, Chief
Financial Officer and
Trustee
/s/ Terry L. Stevens Senior Vice President July 29, 1998
Terry L. Stevens - Finance and Chief
Accounting Officer
/s/ Clifford A. Barton Trustee July 29, 1998
Clifford A. Barton
/s/ Donald F. Mazziotti Trustee July 29, 1998
Donald F. Mazziotti
/s/ Peter J. Siris Trustee July 29, 1998
Peter J. Siris
/s/ Zachary L. Solomon Trustee July 29, 1998
Zachary L. Solomon
CROWN AMERICAN REALTY TRUST
Dividend Reinvestment and Stock Purchase Plan
___________________
REGISTRATION STATEMENT
ON FORM S-3
___________________
Exhibit Index
(Pursuant to Item 601 of Regulation S-K)
Exhibit Description and Method of Filing
No.
4.1 Second Amended and Restated Declaration of Trust of the
registrant (incorporated herein by reference to Exhibit
3(d) to the registrant's Form S-11 Registration
Statement No. 33-62866).
4.2 Bylaws of the registrant (incorporated herein by
reference to Exhibit 3(c) to the registrant's Form S-11
Registration Statement No. 33-62866).
5.1 Opinion of Reed Smith Shaw & McClay LLP as to the
legality of the Common Shares being registered (filed
herewith).
23.1 Consent of Reed Smith Shaw & McClay LLP (contained in
their opinion filed herewith as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, independent accountants
(filed herewith).
24.1 Power of Attorney, contained on the signature page to this Registration
Statement.
EXHIBIT 5.1
July 29, 1998
Crown American Realty Trust
Pasquerilla Plaza
Johnstown, PA 15901
Re: Registration Statement on Form S-3 for the Registration of 300,000
Common Shares of Beneficial Interest to be Offered under the Dividend
Reinvestment and Stock Purchase Plan
Ladies and Gentlemen:
We have acted as counsel to Crown American Realty Trust, a Maryland business
trust (the "Company"), in connection with the proposed sale by the Company
through its amended Dividend Reinvestment and Stock Purchase Plan (the "Plan")
of up to 300,000 additional authorized but unissued or treasury Common Shares of
Beneficial Interest, par value $0.01 per share, of the Company ("Common
Shares"). This opinion is being furnished as an Exhibit to the Registration
Statement on Form S-3 (the "Registration Statement") being filed by the Company
with the Securities and Exchange Commission for the purpose of registering such
Common Shares under the Securities Act of 1933, as amended. In addition to such
Common Shares, Common Shares purchased by participants under the Plan may be
previously issued Common Shares acquired for participants by the Plan Agent on
the open market.
In connection with this opinion, we have examined, among other things:
(1) the Company's Second Amended and Restated Declaration of Trust and
Bylaws, as amended to date;
(2) the Plan as set forth in the Prospectus included in the
Registration Statement; and
(3) a form of resolutions adopted by the Board of Trustees of the
Company on July 28, 1998 adopting the amended Plan, authorizing the
issuance and sale through the Plan of the 300,000 additional Common Shares
covered by the Registration Statement and reserving 300,000 additional
Common Shares for such purpose.
In rendering our opinion below, we have assumed that any previously issued
shares reacquired by the Company and reissued and sold under the Plan will have
been duly authorized, validly issued and fully paid at the time of their
original issuance.
Based upon the foregoing and upon an examination of such other documents,
corporate proceedings, statutes, decisions and questions of law as we considered
necessary in order to enable us to furnish this opinion, and subject to the
assumption set forth above, we are pleased to advise you that in our opinion the
300,000 Common Shares being registered and which may be issued and sold by the
Company under the Plan have been duly authorized, and upon such issuance and
sale in accordance with the provisions of the Plan such 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 and to the use of our name in the Prospectus under the
caption "Legal Opinion."
Yours truly,
/s/ Reed Smith Shaw & McClay LLP
REED SMITH SHAW & McCLAY LLP
NWW:DLD:DLM
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 25, 1998
included in Crown American Realty Trust's Annual Report on Form 10-K for the
year ended December 31, 1997, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
July 28, 1998
