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As filed with the Securities and Exchange Commission on October __, 1999
REGISTRATION NO. 333-58971
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KEYSTONE PROPERTY TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 84-1246585*
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
200 FOUR FALLS CORPORATE CENTER
SUITE 208
WEST CONSHOHOCKEN, PENNSYLVANIA 19428
(484) 530-1800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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JEFFREY E. KELTER
PRESIDENT
KEYSTONE PROPERTY TRUST
200 FOUR FALLS CORPORATE CENTER
SUITE 208
WEST CONSHOHOCKEN, PENNSYLVANIA 19428
(484) 530-1800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
BONNIE A. BARSAMIAN
ROBERT E. KING, JR.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
*I.R.S. Employer Identification Number of American Real Estate Investment
Corporation, the predecessor of the Registrant prior to the merger described
herein.
Approximate date of commencement of proposed sale to the public: From time
to time or at one time after the effective date of the Registration Statement as
determined by market conditions.
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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. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of 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. |_|
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EXPLANATORY NOTE
Effective October 13, 1999, our predecessor American Real Estate
Investment Trust Corporation, a Maryland corporation, merged with and into us in
order to convert its corporate form from a Maryland corporation to a Maryland
real estate investment trust. We were the surviving entity of the merger. We
succeeded to all of the rights, powers, property and assets of our predecessor
and assumed all of its liabilities, debts and obligations.
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended
(the "Act"), we hereby adopt our predecessor's Registration Statement on Form
S-3 (File No. 333-58971) as our own Registration Statement for all purposes of
the Act and the Securities Exchange Act of 1934, as amended. All references made
in our predecessor's Registration Statement to our predecessor and its
properties and assets shall be deemed to be references to us and our properties
and assets. All references made in our predecessor's Registration Statement to
American Real Estate Investment, L.P. shall be deemed to be references to
Keystone Operating Partnership, L.P. All references in our predecessor's
Registration Statement to our predecessor's Charter shall be deemed to be
references to our Declaration of Trust. All references made in our predecessor's
Registration Statement to Directors shall be deemed to be references to
Trustees. All references made in our predecessor's Registration Statement to
shares of its Common Stock shall be deemed to be references to our Common
Shares, par value $.001 per share. All references made in our predecessor's
Registration Statement to shares of its Preferred Stock shall be deemed to be
references to our Preferred Shares, par value $.001 per share.
We hereby expressly affirm our succession by operation of law pursuant
to this merger of all of our predecessor's rights, powers and obligations under
our predecessor's Registration Statement.
INCORPORATION OF DOCUMENTS BY REFERENCE
We incorporate by reference into this Post-Effective Amendment No. 1
the following documents which we previously filed with the Commission under the
File Number 1-12514:
(a) our Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(b) our Quarterly Reports on Form 10-Q for the calendar
quarters ended March 31, 1999 and June 30, 1999;
(c) our Current Report on Form 8-K filed January 23, 1998, our
Current Report on Form 8-K/A filed February 24, 1998, our Current
Reports on Form 8-K filed April 10, 1998 and May 15, 1998, our Current
Report on Form 8-K/A filed June 10, 1998, our Current Report on Form
8-K filed July 7, 1998, our Current Report on Form 8-K/A filed July 14,
1998, our Current Report on Form 8-K filed August 13, 1998, our Current
Report on Form 8-K filed September 3, 1998, our Current Report on Form
8-K filed November 13, 1998, our Current Report on Form 8-K filed
December 18, 1998, our Current Report on Form 8-K filed January 8,
1999, our Current Report on Form 8-K/A filed January 13, 1999, our
Current Report on Form 8-K filed August 20, 1999, our Current Report on
Form 8-K filed on October 12, 1999, and our Current Report on Form 8-K
filed on October 13, 1999;
(d) the description of our capital stock and the description
of the limited partnership interests of Keystone Operating Partnership,
L.P., our operating partnership, contained in our Registration
Statement on Form 8-A/A filed on October 14, 1999 (including any
amendments or reports filed for the purpose of updating such
description); and
(e) all other reports we have filed pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act since December 31, 1998.
When we file documents in accordance with Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act between the date of this Post-Effective Amendment No.
1 and the time we file any future post-effective amendments to the Registration
Statement saying some or all the securities which are the subject
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of that Registration Statement have been sold or deregistering any securities
which have not been sold, the documents we file will be incorporated into this
Post-Effective Amendment No. 1 and will be a part of it beginning on the date
the documents are filed. If any document which we file changes anything said in
this Post-Effective Amendment No. 1 or in an earlier document which is
incorporated into this Post-Effective Amendment No. 1, the later document will
modify or supersede what is said in this Post-Effective Amendment No. 1 or the
earlier document.
We will provide, without charge, at the written or oral request of
anyone, including any beneficial owner, to whom this Post-Effective Amendment
No. 1 is delivered, copies of the documents incorporated by reference in this
Post-Effective Amendment No. 1, other than exhibits to those documents which are
not specifically incorporated by reference. Requests should be directed to:
Keystone Property Trust, 200 Four Falls Corporate Center, Suite 208, West
Conshohocken, PA 19428, Attention: Investor Relations (Telephone:
(484) 530-1800).
PART II
Item 16. Exhibits
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EXHIBITS
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2.1 Articles of Merger (incorporated by reference to Exhibit 2.1 of
our Form 8-K, filed with the Commission on October 13, 1999
(File 1-12514)).
2.2 Agreement and Plan of Merger (incorporated by reference to
Exhibit 2.2 of our Registration Statement on Form S-3, filed
with the Commission on October 15, 1999 (File 333-89095)).
3.1 Declaration of Trust of the Registrant (incorporated by
reference to Exhibit 3.1 of our Registration Statement on Form
S-3, filed with the Commission on October 15, 1999 (File
333-89095)).
3.2 Articles Supplementary of the Registrant relating to our Series
A Convertible Preferred Stock (incorporated by reference to
Exhibit 3.2 of our Registration Statement on Form S-3, filed
with the Commission on October 15, 1999 (File 333-89095)).
3.3 Articles Supplementary of the Registrant relating to the Series
B Convertible Preferred Stock (incorporated by reference to
Exhibit 3.3 of our Registration Statement on Form S-3, filed
with the Commission on October 15, 1999 (File 333-89095)).
3.4 Articles Supplementary of the Registrant relating to our Series
C Convertible Preferred Stock (incorporated by reference to
Exhibit 3.4 of our Registration Statement on Form S-3, filed
with the Commission on October 15, 1999 (File 333-89095)).
3.5 By-Laws of the Registrant (incorporated by reference to Exhibit
3.5 of our Registration Statement on Form S-3, filed with the
Commission on October 15, 1999 (File 333-89095)).
3.6 Specimen of Share Certificate (incorporated by reference to our
Registration Statement on Form S-3, filed with the Commission
on October 15, 1999 (File 333-89095)).
5.1 Opinion of Rogers & Wells LLP (incorporated by reference to
Exhibit 5.1 of our Registration Statement on Form S-3 filed on
July 13, 1998 (File 333-58971)).
5.2 Opinion of Piper & Marbury L.L.P. (incorporated by reference to
Exhibit 5.2 of our Registration Statement on Form S-3 filed on
July 13, 1998 (File 333-58971)).
8.1 Opinion of Rogers & Wells LLP regarding tax matters
(incorporated by reference to Exhibit 8.1 of our Registration
Statement on Form S-3 filed on July 13, 1998 (File 333-58971)).
23.1 Consent of Rogers & Wells LLP (included in Exhibit 5.1).
23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.2).
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23.3 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (incorporated by reference to Exhibit 24.1
of our Registration Statement on Form S-3 filed on July 13,
1998 (File 333-58971)).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant hereby 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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of West
Conshohocken, Pennsylvania on October __, 1999.
KEYSTONE PROPERTY TRUST
/s/ TIMOTHY A. PETERSON
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BY: Timothy A. Peterson
Executive Vice President
EXHIBIT INDEX
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EXHIBITS
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2.1 Articles of Merger (incorporated by reference to Exhibit 2.1 of
our Form 8-K, filed with the Commission on October 13, 1999
(File 1-12514)).
2.2 Agreement and Plan of Merger (incorporated by reference to
Exhibit 2.2 of our Registration Statement on Form S-3, filed
with the Commission on October 15, 1999 (File 333-89095)).
3.1 Declaration of Trust of the Registrant (incorporated by
reference to Exhibit 3.1 of our Registration Statement on Form
S-3, filed with the Commission on October 15, 1999 (File
333-89095)).
3.2 Articles Supplementary of the Registrant relating to our Series
A Convertible Preferred Stock (incorporated by reference to
Exhibit 3.2 of our Registration Statement on Form S-3, filed
with the Commission on October 15, 1999 (File 333-89095)).
3.3 Articles Supplementary of the Registrant relating to the Series
B Convertible Preferred Stock (incorporated by reference to
Exhibit 3.3 of our Registration Statement on Form S-3, filed
with the Commission on October 15, 1999 (File 333-89095)).
3.4 Articles Supplementary of the Registrant relating to our Series
C Convertible Preferred Stock (incorporated by reference to
Exhibit 3.4 of our Registration Statement on Form S-3, filed
with the Commission on October 15, 1999 (File 333-89095)).
3.5 By-Laws of the Registrant (incorporated by reference to Exhibit
3.5 of our Registration Statement on Form S-3, filed with the
Commission on October 15, 1999 (File 333-89095)).
3.6 Specimen of Share Certificate (incorporated by reference to our
Registration Statement on Form S-3, filed with the Commission
on October 15, 1999 (File 333-89095)).
5.1 Opinion of Rogers & Wells LLP (incorporated by reference to
Exhibit 5.1 of our Registration Statement on Form S-3 filed on
July 13, 1998 (File 333-58971)).
5.2 Opinion of Piper & Marbury L.L.P. (incorporated by reference to
Exhibit 5.2 of our Registration Statement on Form S-3 filed on
July 13, 1998 (File 333-58971)).
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8.1 Opinion of Rogers & Wells LLP regarding tax matters
(incorporated by reference to Exhibit 8.1 of our Registration
Statement on Form S-3 filed on July 13, 1998 (File 333-58971)).
23.1 Consent of Rogers & Wells LLP (included in Exhibit 5.1).
23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.2).
23.3 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (incorporated by reference to Exhibit 24.1
of our Registration Statement on Form S-3 filed on July 13,
1998 (File 333-58971)).
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference into this Registration Statement on Form S-3 (the "Registration
Statement") of Keystone Property Trust (the "Company") of: our report dated
February 18, 1999, on the consolidated financial statements of the Company,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1998; our report dated February 13, 1998 on the statement of revenue and
certain expenses of 101 Commerce Drive for the year ended December 31, 1996,
included in the Company's Form 8-K/A dated February 24, 1998; our report dated
April 1, 1998 on the statement of revenue and certain expenses of GATX
Properties for the year ended December 31, 1997 and our report dated June 5,
1998 on the statement of revenue and certain expenses of Double M Development
Properties for the year ended December 31, 1997, both included in the Company's
Form 8-K/A dated June 10, 1998; our report dated April 1, 1998 on the combined
statement of revenue and certain expenses of Galesi Properties for the year
ended December 31, 1997 and our report dated June 15, 1998 on the statement of
revenue and certain expenses of Fed One Portfolio for the year ended December
31, 1997, both included in the Company's Form 8-K/A dated July 14, 1998; our
report dated July 6, 1998 on the combined statement of revenue and certain
expenses of Pioneer Portfolio for the year ended December 31, 1997, our report
dated July 7, 1998 on the statement of revenue and certain expenses of ASW
Portfolio for the year ended December 31, 1997 and our report dated July 31,
1998 on the combined statement of revenue and certain expenses of Szeles
Portfolio for the year ended December 31, 1997, all included in the Company's
8-K dated August 13, 1998; our report dated December 5, 1998 on the combined
statement of revenue and certain expenses of Chambersburg Properties for the
year ended December 31, 1997, our report dated December 16, 1998 on the combined
statement of revenue and certain expenses of Browning Investment Portfolio for
the year ended December 31, 1997 and our report dated December 23, 1998 on the
combined statement of revenue and certain expenses of Brashier Portfolio for the
year ended December 31, 1997, all included in the Company's 8-K/A dated January
13, 1999; our report dated August 13, 1999 on the combined statement of revenue
and certain expenses of Reckson Morris Industrial Portfolio, our report dated
October 11, 1999 on the combined statement of revenue and certain expenses of
Poly-Foam Properties and our report dated October 11, 1999 on the statement of
revenue and certain expenses of BMG Property and to all references to our Firm
included in the Registration Statement.
Philadelphia, Pennsylvania
October 14, 1999
