<PAGE>
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
Date of report (Date of earliest event reported): October 13, 1999
KEYSTONE PROPERTY TRUST
(Exact Name of Registrant as Specified in its Charter)
- ---------------------- --------------------------- -----------------------------
Maryland 1-12514 84-1246585
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
- ---------------------- --------------------------- -----------------------------
200 Four Falls Corporate Center, Suite 208
West Conshohocken, PA 19428
(Address of Principal Executive Offices)(Zip Code)
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code:
(484) 530-1800
- --------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS
On October 13, 1999, American Real Estate Investment
Corporation (the "Company") announced in a press release
attached hereto as Exhibit 99.1 and incorporated herein by
reference, the reorganization of the Company from a Maryland
corporation to a Maryland real estate investment trust named
"Keystone Property Trust." This reorganization was effected
through a merger of American Real Estate Investment
Corporation with and into Keystone Property Trust
("Keystone"), a wholly-owned real estate investment trust
formed solely for the purpose of the reorganization, pursuant
to an Agreement and Plan of Merger, dated as of April 30, 1999
by and between the Company and Keystone. Keystone is the
surviving entity in the merger. The shareholders of the
Company approved the reorganization at the Company's Annual
Meeting of Stockholders held on June 3, 1999.
In the merger (i) each share of common stock, par value $0.001
per share, of the Company was converted into one validly
issued, fully paid and non-assessable common share,
par value $0.001 per share, of Keystone, (ii) each
share of Series A Convertible Preferred Stock, par value
$0.001 per share, of the Company was converted into one
validly issued, fully paid and non-assessable share of the
Series A Convertible Preferred Stock, par value $0.001 per
share, of Keystone, (iii) each share of Series B Convertible
Preferred Stock, par value $0.001 per share, of the Company
was converted into one validly issued, fully paid and
non-assessable share of the Series B Convertible Preferred
Stock, par value $0.001 per share, of Keystone, (iv) each
share of Series C Convertible Preferred Stock, par value
$0.001 per share, of the Company was converted into one
validly issued, fully paid and non-assessable share of the
Series C Convertible Preferred Stock, par value $0.001 per
share, of Keystone, and (v) each option or warrant to purchase
a share of common stock of the Company was converted into an
option or warrant to purchase a common share of Keystone.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
2.1 Articles of Merger between American Real Estate Investment
Corporation and Keystone Property Trust
99.1 Press release dated October 13, 1999
<PAGE>
SIGNATURES
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.
KEYSTONE PROPERTY TRUST
Date: October 13, 1999 By /s/ JEFFREY E. KELTER
---------------------
Jeffrey E. Kelter
President and Chief Executive Officer
Date: October 13, 1999 By /s/ TIMOTHY A. PETERSON
-----------------------
Timothy A. Peterson
Executive Vice President, Chief Financial
Officer and Secretary
Date: October 13, 1999 By /s/ TIMOTHY E. MCKENNA
----------------------
Timothy E. McKenna
Treasurer, Senior Vice President Finance
and Corporate Controller
(Principal Accounting Officer)
<PAGE>
ARTICLES OF MERGER
BETWEEN
AMERICAN REAL ESTATE INVESTMENT CORPORATION
(a Maryland corporation)
AND
KEYSTONE PROPERTY TRUST
(a Maryland real estate investment trust)
AMERICAN REAL ESTATE INVESTMENT CORPORATION, a corporation duly organized
and existing under the laws of the State of Maryland ("AREIC"), and KEYSTONE
PROPERTY TRUST, a real estate investment trust duly organized and existing under
the laws of the State of Maryland ("KPT"), do hereby certify to the Maryland
State Department of Assessments and Taxation that:
FIRST: AREIC and KPT agree to merge.
SECOND: The name and place of incorporation of each party to these Articles
are AMERICAN REAL ESTATE INVESTMENT CORPORATION, a Maryland corporation, and
KEYSTONE PROPERTY TRUST, a Maryland real estate investment trust. KPT shall
survive the merger and shall continue under the name "KEYSTONE PROPERTY TRUST"
as a real estate investment trust of the State of Maryland.
THIRD: AREIC has its principal office in Baltimore City, Maryland and does
not own an interest in land in the State of Maryland. KPT has its principal
office in Baltimore City, Maryland.
FOURTH: The terms and conditions of the transaction set forth in these
Articles were advised, authorized, and approved by each corporation party to the
Articles in the manner and by the vote required by its Charter and the laws of
the state of its incorporation. The manner of approval was as follows:
(a) The Board of Directors of AREIC at a meeting of the Board of
Directors duly held on April 21, 1999 adopted a resolution which declared
that the proposed merger was advisable on substantially the terms and
conditions set forth or referred to in the resolution and directed that the
proposed merger be submitted for consideration at either an annual or
special meeting of the stockholders of AREIC.
- 1 -
<PAGE>
(b) Notice which stated that a purpose of the meeting was to act on
the proposed merger was given by AREIC as required by law to each
stockholder entitled to vote on the proposed merger and each stockholder
not entitled to vote on the proposed merger.
(c) The proposed merger was approved by the stockholders of AREIC at
the annual meeting of stockholders held June 3, 1999 by the affirmative
vote of a majority of all the votes entitled to be cast on the matter.
FIFTH: The terms and conditions of the transaction set forth in these
Articles were advised, authorized, and approved by each real estate investment
trust party to the Articles in the manner and by the vote required by its
Declaration of Trust and the laws of the state of its organization. The manner
of approval was as follows:
(a) The Board of Trustees of KPT by written consent dated April 30,
1999 signed by all the Trustees and filed with the minutes of proceedings
of the Board of Trustees of KPT adopted a resolution which declared that
the proposed merger was advisable on substantially the terms and conditions
set forth or referred to in the resolution and directed that the proposed
merger be submitted for consideration at either an annual or special
meeting of the shareholders of KPT.
(b) Notice which stated that a purpose of the meeting was to act on
the proposed merger was given by KPT as required by law to each shareholder
entitled to vote on the proposed merger and each shareholder not entitled
to vote on the proposed merger.
(c) The proposed merger was approved by the shareholders of KPT by
unanimous written consent in lieu of a special meeting of the sole
shareholder of KPT, dated April 30, 1999.
SIXTH: No amendment to the Declaration of Trust of KPT is to be effected as
a part of the merger.
SEVENTH: The total number of shares of capital stock or shares of
beneficial interest of all classes which AREIC or KPT, respectively, has
authority to issue, the number of shares of each class which AREIC or KPT,
respectively, has authority to issue, and the par value of the shares of each
class which AREIC or KPT, respectively, has authority to issue are as follows:
(a) The total number of shares of capital stock of all classes which
AREIC has authority to issue is 65,000,000 shares, of which 800,000 shares
are currently classified as Series A Convertible Preferred Stock (par value
$.001 per share), 4,200,000 shares are currently classified as Series B
Convertible Preferred Stock (par value $.001 per share), 800,000 shares are
currently classified as Series C Convertible Preferred Stock (par value
$.001 per share), and 59,200,000 shares
- 2 -
<PAGE>
are currently classified as Common Stock (par value $.001 per share). The
aggregate par value of all the shares of stock of all classes of AREIC is
$65,000.
(b) The total number of shares of beneficial interest of all classes
which KPT has authority to issue is 65,000,000 shares of beneficial
interest, of which 800,000 shares of beneficial interest are classified as
Series A Convertible Preferred Stock (par value $.001 pershare), 4,200,000
shares of beneficial interest are classified as Series B Convertible
Preferred Stock (par value $.001 per share, 800,000 shares of beneficial
interest are classified as Series C Convertible Preferred Stock (par value
$.001 per share), and 59,200,000 shares of beneficial interest are
classified as Common Shares (par value $.001 per share). The aggregate par
value of all the shares of beneficial interest of all classes of KPT is
$65,000.
EIGHTH: The merger does not increase the authorized stock of KPT.
NINTH: The manner and basis of converting or exchanging issued stock of the
merging corporation and shares of beneficial interest of the merging real estate
investment trust into different stock of a corporation or shares of beneficial
interest of a real estate investment trust or other consideration and the
treatment of any issued stock of the merging corporation and shares of
beneficial interest of the merging real estate investment trust not to be
converted or exchanged are as follows:
(a) Each issued and outstanding share of Common Stock of AREIC on the
effective date of the merger shall, upon effectiveness and without further
act, be converted into and become one Common Share of KPT. Each issued and
outstanding share of Series A Convertible Preferred Stock of AREIC on the
effective date of the merger shall, upon effectiveness and without further
act, be converted into and become one share of beneficial interest of
Series A Convertible Preferred Stock of KPT. Each issued and outstanding
share of Series B Convertible Preferred Stock of AREIC on the effective
date of the merger shall, upon effectiveness and without further act, be
converted into and become one share of beneficial interest of Series B
Convertible Preferred Stock of KPT. Each issued and outstanding share of
Series C Convertible Preferred Stock of AREIC on the effective date of the
merger shall, upon effectiveness and without further act, be converted into
and become one share of beneficial interest of Series C Convertible
Preferred Stock of KPT.
(b) As soon as practicable following the effective time of the merger,
each holder of issued and outstanding shares of Common Stock, Series A
Convertible Preferred Stock, Series B Convertible Preferred Stock, or
Series C Convertible Preferred Stock of AREIC shall be entitled to
surrender to KPT the certificates representing the shares of Common Stock,
Series A Convertible Preferred Stock, Series B Convertible Preferred Stock,
or Series C Convertible Preferred Stock of AREIC held by such holder
immediately prior to the effective
- 3 -
<PAGE>
time of the merger, and, upon such surrender, shall be entitled to receive
in exchange therefor a certificate or certificates representing the number
of Common Shares or shares of beneficial interestof Series A Convertible
Preferred Stock, Series B Convertible Preferred Stock, or Series C
Convertible Preferred Stock of KPT deliverable in respect thereof.
TENTH: The directors of AREIC immediately before the effective time of the
merger shall become the trustees of KPT at the effective time with the same
trustee class designations and the same terms of office as with AREIC.
ELEVENTH: The merger shall become effective on October 13, 1999, at 8:00
a.m., eastern time.
- 4 -
<PAGE>
IN WITNESS WHEREOF, AMERICAN REAL ESTATE INVESTMENT CORPORATION and
KEYSTONE PROPERTY TRUST have caused these presents to be signed in their
respective names and on their respective behalves by their respective presidents
and witnessed by their respective secretaries on October 7, 1999.
<TABLE>
<S> <C>
WITNESS: AMERICAN REAL ESTATE
INVESTMENT CORPORATION
(a Maryland corporation)
/s/ Timothy A. Peterson By: /s/ Stephen J. Butte
Timothy A. Peterson, Stephen J. Butte,
Secretary Vice President
WITNESS: KEYSTONE PROPERTY TRUST
(a Maryland real estate investment trust)
/s/ Timothy A. Peterson By: /s/ Stephen J. Butte
Timothy A. Peterson, Stephen J. Butte,
Secretary Vice President
</TABLE>
- 5 -
<PAGE>
THE UNDERSIGNED, Vice President of AMERICAN REAL ESTATE INVESTMENT
CORPORATION, who executed on behalf of the corporation the foregoing Articles of
Merger of which this certificate is made a part, hereby acknowledges in the name
and on behalf of said corporation the foregoing Articles of Merger to be the
corporate act of said corporation and hereby certifies that to the best of his
knowledge, information and belief the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
/s/ Stephen J. Butte
Stephen J. Butte,
Vice President
THE UNDERSIGNED, Vice President of KEYSTONE PROPERTY TRUST, who executed on
behalf of the real estate investment trust the foregoing Articles of Merger of
which this certificate is made a part, hereby acknowledges in the name and on
behalf of said real estate investment trust the foregoing Articles of Merger to
be the act of said real estate investment trust and hereby certifies that to the
best of his knowledge, information and belief the matters and facts set forth
therein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.
/s/ Stephen J. Butte
Stephen J. Butte,
Vice President
- 6 -
<PAGE>
EXHIBIT 99.1
KEYSTONE PROPERTY TRUST
200 Four Falls Corporate Center, Suite 208
West Conshohocken, PA 19428
Tel. (484) 530-1800 Fax (484) 530-0130
http://www.keystoneproperty.com
AMERICAN REAL ESTATE INVESTMENT CORPORATION CHANGES ITS NAME TO
KEYSTONE PROPERTY TRUST
REFLECTS COMPANY'S EMERGENCE AS AN EAST COAST PREMIER INDUSTRIAL REIT
FOR IMMEDIATE RELEASE
WEST CONSHOHOCKEN, PA, October 13, 1999 -- American Real Estate Investment
Corporation, an East Coast based industrial real estate investment trust,
today announced the reorganization of the Company from a Maryland corporation
to a Maryland real estate investment trust named "Keystone Property Trust."
This reorganization was effected through a merger of American Real Estate
Investment Corporation with and into Keystone Property Trust, a wholly-owned
real estate investment trust formed solely for the purpose of the
reorganization. The Company, currently traded on the AMEX under the symbol
"REA," will be listed as "KTR" effective October 13, 1999. In connection with
the reorganization, the Company changed the name of its operating partnership
to "Keystone Operating Partnership, L.P." and changed the name of its
management company to "Keystone Realty Services, Inc."
Commenting on the name change, Keystone Property Trust's President and Chief
Executive Officer Jeff Kelter remarked: "The past eighteen months have been a
period of dramatic change for our Company and shareholders since we
reorganized the Company from a southwestern multi-family concern into an East
Coast based industrial firm. Our goal was to transform the Company into the
dominant provider of big-box industrial warehouse space for corporate
distribution and logistics providers to the major East Coast population
centers, giving us a strong platform for future growth and profitability. Our
new name "Keystone Property Trust" celebrates the achievement of this goal,
and is emblematic of the Company's fundamental strength as an owner and
operator of institutional quality real estate assets. The Company is now the
largest public company industrial landlord in New Jersey, Central
Pennsylvania and South Carolina, with a significant presence in Indiana, Ohio
and New York state. Our new name also acknowledges our roots as a
Pennsylvania based company, where we have been in continuous operation since
1982. Keystone Property Trust now owns or has contracts to purchase in excess
of 18.3 million square feet of state-of-the-art industrial distribution
assets, in addition to 2.4 million square feet of office in its markets."
Concurrent with the name change, the Company will move its headquarters from
Plymouth Meeting, PA to 200 Four Falls Corporate Center, Suite 208 in West
Conshohocken, PA, 19428. "These expanded offices have been designed to
accommodate the Company's continued expansion of its operating platform, and
will serve our needs well into the next century," added Mr. Kelter.
<PAGE>
Keystone Property Trust, with headquarters in West Conshohocken,
Pennsylvania, is a fully-integrated, self-administered and self-managed real
estate investment trust focusing on industrial and office properties located
in the Mid-Atlantic and Northeast states. The Company owns 130 industrial and
office properties containing an aggregate of 17.2 million square feet. For
more information, contact Timothy A. Peterson at 484-530-1888, send email to
[email protected] or visit the Company web site at
WWW.KEYSTONEPROPERTY.COM.
THIS PRESS RELEASE MAY CONTAIN STATEMENTS WHICH CONSTITUTE FORWARD LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995, INCLUDING STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT
EXPECTATIONS OF THE COMPANY, ITS DIRECTORS, OR ITS OFFICERS WITH RESPECT TO
THE FUTURE OPERATING PERFORMANCE OF THE COMPANY AND THE RESULT AND THE EFFECT
OF LEGAL PROCEEDINGS. INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND
UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE IN
THE FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. IMPORTANT
FACTORS THAT COULD CAUSE SUCH DIFFERENCES ARE DESCRIBED IN THE COMPANY'S
PERIODIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
COMPANY'S FORM 10-K AND QUARTERLY REPORTS ON FORM 10-Q.
SOURCE: KEYSTONE PROPERTY TRUST
WEB SITE: HTTP://WWW.KEYSTONEPROPERTY.COM
CONTACT: TIMOTHY A. PETERSON OF KEYSTONE PROPERTY TRUST, 484-530-1888
