As filed with the Securities and Exchange Commission on August 5, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHELSEA GCA REALTY, INC.
(Exact name of registrant as specified in its charter)
Maryland 22-3251332
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
103 Eisenhower Parkway
Roseland, NJ 07068
(201) 228-6111
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
MARTIN H. NEIDELL, ESQ.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004
(212) 806-5836
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement
of proposed sale to the public From time to time 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, please 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, 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. X
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be registered registered offering price aggregate offering registration
per share (1) price fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <Cc>
Common Stock, $.01 par value 2,452,239 $29.00 $71,114,931 $24,523
================================================================================================================================
(1) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee.
</TABLE>
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.
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 5, 1996
PROSPECTUS
CHELSEA GCA REALTY, INC.
2,452,239 Shares of Common Stock
This Prospectus relates to 2,452,239 shares (the "Shares") of Common
Stock, $.01 par value (the "Common Stock"), which may be offered by certain
stockholders (the "Selling Stockholders") of Chelsea GCA Realty, Inc., a
Maryland corporation (the "Company"). See "Selling Stockholders". The Shares may
be offered by the Selling Stockholders for their own account at any time and
from time to time on The New York Stock Exchange or otherwise or in private
sales. In addition, the Shares owned by Warburg, Pincus Capital Company, L.P.
("WPCC") may be distributed by WPCC to its partners and this Prospectus also
relates to the sale or distribution of the Shares owned by WPCC. None of the
proceeds from the sale of the Shares by the Selling Stockholders will be
received by the Company. The Company has agreed to bear all expenses (other than
underwriting discounts and selling commissions) in connection with the
registration of the Shares by the Selling Stockholders.
The Shares are traded on The New York Stock Exchange ("NYSE") under the
symbol CCG. On August 1, 1996, the last reported sales price for a share of
Common Stock of the Company on the NYSE was $29.00.
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 ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS
NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The date of this Prospectus is ______________, 1996
<PAGE>
No person is authorized to give any information or to make any
representation not contained in this Prospectus in connection with the offer
made hereby, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the Commission, Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's New York Regional Office, 7 World Trade Center, 13th Floor, New
York, New York 10048, and Chicago Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such
reports and other information filed with the Commission may also be available at
the Commission's site on the World Wide Web located at http://www.sec.gov. Such
materials can also be inspected at the office of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
Additional information regarding the Company and the Common Stock is
contained in the Registration Statement and the Exhibits thereto filed with the
Commission under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement and the Exhibits thereto may be inspected without charge
at the office of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and copies thereof may be obtained from the Commission upon payment of
the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
3. The Company's Registration Statement on Form 8-A, as
amended, filed September 8, 1993.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Prospectus and prior to the termination of the
offering of the Shares 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.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered on the written request of any such person, a
copy of any or all of the documents incorporated herein by reference (other than
exhibits). Requests for such copies should be directed to Investor Relations,
Chelsea GCA Realty, Inc., 103 Eisenhower Parkway, Roseland, New Jersey 07068,
(201) 228-6111.
THE COMPANY
The Company is a self-administered and self-managed real estate
investment trust which owns, develops, redevelops, leases and manages upscale
and fashion-oriented manufacturers' outlet centers. At June 30, 1996, the
Company owned and operated 17 centers, containing approximately 3.3 million
square feet of gross leasable area, in nine states. The centers generally are
located near densely populated, high income metropolitan areas or at or near
major tourist destinations.
The Company is organized under the laws of the State of Maryland. Its
principal executive office is located at 103 Eisenhower Parkway, Roseland, New
Jersey 07068, telephone
(201) 228-6111.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby.
SELLING STOCKHOLDERS
The following table shows the names of the Selling Stockholders, the
number of shares of Common Stock owned beneficially by each of them as of June
30, 1996, the number of shares of Common Stock to be sold and the number of
shares of Common Stock to be owned by each of them after completion of the
offering, assuming all of the Shares being offered are sold. All of the shares
listed in the chart below, except for 531,163 shares of Common Stock owned by
WPCC and options to purchase Common Stock, consist of limited partnership
interests ("Units") in Chelsea GCA Realty Partnership, L.P. which are
convertible into shares of Common Stock of the Company on a one-for-one basis.
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially Shares of Shares Beneficially
Selling Owned Common Stock Owned After Offering
Stockholder Prior to Offering to be Sold
Number Percent Number Percent
<S> <C> <C> <C> <C> <C>
Steven L. Craig(1) 243,672 2.0% 228,672 15,000 *
Eureka Development Corp.(1) 280,990 2.3% 147,657 133,333 1.0%
Barry M. Ginsburg(2) 556,493 4.5% 60,000 496,493 3.5%
Philip R. Palisoul 4 * 4 0 0
Palm Springs Factory 5,275 * 5,275 0 0
Stores Development Corp.(2)
O. Brooks Pollock, Jr. 19,927 * 3,000 16,927 *
Peter C. Tilton 7,987 * 7,987 0 0
Warburg, Pincus Capital 1,999,644 15.1% 1,999,644(4) 0 0
Company, L.P.(3)
- ------------------------
* Less than 1%
(1) Eureka Development Corp. is a California corporation of which Steven L.
Craig owns 86.513% of the issued and outstanding capital stock. In addition, Mr.
Craig holds options to purchase 60,000 shares of Common Stock granted under the
Company's 1993 Stock Option Plan.
(2) Includes vested options to purchase 12,000 shares of Common Stock
granted under the Company's 1993 Stock Option Plan. Also includes Units
beneficially owned by Mr. Ginsburg's family and trusts for the benefit of Mr.
Ginsburg's family. Mr. Ginsburg has been Vice Chairman and a director of the
Company since its inception. Mr. Ginsburg is chairman of the board, president
and sole stockholder of Palm Springs Factory Stores Development Corp.
(3) The sole general partner of Warburg, Pincus Capital Company, L.P.
("WPCC") is Warburg, Pincus & Co., a New York general partnership ("WP"). Lionel
I. Pincus is the managing partner of WP and may be deemed to control it. E.M.
Warburg, Pincus & Co., Inc. ("EMW"), through Warburg, Pincus Ventures, Inc., a
wholly owned subsidiary, manages WPCC. WP owns all of the outstanding stock of
EMW and, as the sole general partner of WPCC, has a 20% interest in the profits
of WPCC. EMW owns 0.9% of the limited partnership interests in WPCC. Messrs.
Reuben Leibowitz and John Santoleri, directors of the Company, are Managing
Directors of EMW and general partners of WP. As such, they may be deemed to have
an indirect pecuniary interest (within the meaning of Rule 16a-1 under the
Securities Exchange Act of 1934) in an indeterminate portion of the shares
beneficially owned by WPCC, EMW and WP.
(4) WPCC may, at its option, sell some or all of the Shares or distribute
some or all of the Shares to its partners.
</TABLE>
Mr. Craig served as President, Chief Operating Officer and a Director of
the Company from October 1993 until his resignation effective August 31, 1995.
Since September 1, 1995, Mr. Craig has been a consultant to the Company pursuant
to an agreement with the Company dated August 25, 1995 (the "Transition
Agreement"). Mr. Craig has agreed to act as a consultant to the Company through
December 31, 1999. For his consulting services, Mr. Craig will receive an
aggregate of $464,000, payable in 24 equal consecutive monthly installments
which commenced September 1, 1995. Mr. Craig also received an incentive bonus in
the amount of $50,000 for 1995. As part of the Transition Agreement, the Company
conveyed to Mr. Craig its interest in undeveloped real property located in
Corona, California, a .841 acre lot located in Santa Fe, New Mexico, and an
option to acquire undeveloped real property located in Carlsbad, California for
an aggregate purchase price of approximately $5,000,000, $4,781,542 of which is
represented by two separate promissory notes of Mr. Craig, one in the amount of
$4,000,000 (the "Secured Note") and the other in the amount of $781,542. The
Secured Note is secured by a pledge of Units owned by Mr. Craig which shall at
all times have an aggregate market value of $4,000,000. The Secured Note is due
and payable, together with interest at the rate of 2.5% above the LIBOR rate, on
the earliest of (i) January 15, 1999, (ii) the closing and funding of financing
for the Corona property or (iii) the sale of the Corona property to a third
party or the repurchase thereof by the Company. The other note is due and
payable, together with interest at the rate of 8% per annum, on the earlier of
(i) September 30, 2000 or (ii) the sale of the Corona property to a third party
or the repurchase thereof by the Company. The Company has an option to purchase
each of the Carlsbad and Corona properties, and a third property located in
Woodburn, Oregon, which Mr. Craig may proceed to develop prior to August 31,
1996, if they are developed into manufacturers outlet shopping centers, at a
purchase price to be based on rents which may be generated from each of the
properties. Pursuant to the Transition Agreement, Mr. Craig has agreed not to
compete with the Company for a period of three years. Mr. Craig had been
employed by the Company pursuant to a three year employment agreement expiring
in November 1996 at an annual salary of $200,000. In entering into the
Transition Agreement, this employment agreement was terminated.
During 1995, a company owned by Mr. Craig and Mr. Ginsburg rented 803
square feet of gross leasable area, used to operate a food service facility at
one of the Company's centers. This facility is managed by an on-site manager. In
connection with the Transition Agreement, the right to operate a food facility
was extended to other portions of this center. During 1994, facilities
previously operated by companies owned by Messrs. Craig and Ginsburg were closed
or sold at two of the Company's centers. In August 1995, Mr. Ginsburg sold his
interest in such company to Mr. Craig. The gross annual rentals for these
facilities in 1994 and 1995 were $84,708 and $87,131, respectively. Management
of the Company considers these rentals to be at fair market value.
Messrs. Craig and Ginsburg guarantee certain of the Company's obligations
under a lease for the Newport Beach, California office. The Company has
indemnified them from and against any liability which they may incur pursuant to
this lease.
Mr. Ginsburg is employed by the Company pursuant to an employment agreement
which expires in November 1996 and which provides for an annual salary of
$180,688.
In connection with the Company's initial public offering of Common Stock in
October 1993, various transactions were entered into with various officers and
directors of the Company (or entities affiliated with them). The following
transactions were entered into with certain of the Selling Stockholders:
(a) Messrs. Craig and Ginsburg were released from personal
guaranties of certain indebtedness and other obligations relating to the
Company's properties aggregating approximately $106.3 million;
(b) Messrs. Craig and Ginsburg received an aggregate of
approximately $3 million to pay certain taxes incurred in connection with
the formation of the Company and certain unsecured indebtedness relating to the
development of certain of the Company's manufacturers' outlet centers;
(c) Messrs. Craig and Ginsburg received approximately $2.0
million in repayment of loans made by them to the Company;
(d) The Company reimbursed Messrs. Craig and Ginsburg for
$900,000 of cash advanced to fund property which the Company
intended to develop; and
(e) WPCC exchanged an $8 million note issued by the Company with
respect to loans made subsequent to June 30, 1993 to fund expansions of existing
centers, for 311,163 shares of Common Stock.
The Company has entered into a registration rights agreement with all
recipients of Units (the "Rightholders") to enable the Rightholders to sell or
distribute shares of common stock owned by or issuable to any of them upon
exchange of Units or any other securities with respect to such common stock
issued or issuable to any of them through any registered offering of its
securities that the Company has determined to undertake. In addition, the
Rightholders have the right to demand that the Company prepare and file from
time to time a registration statement with respect to the sale or distribution
of their common stock. In such event, the expenses of such registration will be
borne by the Company. This registration statement is being filed pursuant to
this registration rights agreement.
All transactions in which a director is an interested party, including any
interests in a lessee of space from the Company, require the approval of a
majority of the disinterested directors.
The Selling Stockholders may be deemed to be underwriters under the
Securities Act of 1933.
DETERMINATION OF OFFERING PRICE AND PLAN OF DISTRIBUTION
The sale of Shares by the Selling Stockholders may be effected from time to
time in transactions on The New York Stock Exchange, in the over-the-counter
market, in negotiated transactions, or through a combination of such methods of
sale, at fixed prices, which may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholders may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders and/or the purchasers of the Shares for which such
broker-dealers may act as agent or to whom they sell as principals, or both
(which compensation as to a particular broker-dealer may be in excess of
customary compensation). In addition, WPCC may, at its option, (a) sell some or
all of its Shares as described above, (b) distribute some or all of its Shares
to its partners, including EMW and WP, or (c) do a combination of the foregoing.
The distribution and/or sale of the Shares by WPCC is registered by the
registration statement of which this Prospectus is a part.
VALIDITY OF COMMON STOCK
The validity of the Common Stock offered hereby will be passed upon for the
Company by Stroock & Stroock & Lavan, New York, New York.
EXPERTS
The consolidated financial statements and schedule of Chelsea GCA Realty,
Inc. for the period November 2, 1993 to December 31, 1993 and the years ended
December 31, 1994 and 1995, and the combined financial statements of Chelsea GCA
Properties for the period January 1, 1993 to November 1, 1993 incorporated
herein by reference from the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such consolidated and combined financial
statements are incorporated herein by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the offering, all of which will
be borne by the Company are as follows:
SEC Filing Fee.......................................$24,523
Printing Costs.......................................$ 2,000
Legal Fees and Expenses..............................$10,000
Accounting Fees and Expenses.........................$ 5,000
Miscellaneous........................................$ 3,477
Total $45,000
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Maryland corporation. The Company's Articles of
Incorporation contain a provision limiting the liability of the directors and
officers to the fullest extent permitted by Section 5-349 of the Courts and
Judicial Proceedings Code of Maryland. The Company's Articles of Incorporation
also contain a provision permitted under Maryland General Corporation Law
eliminating (with limited exceptions) each director's personal liability for
monetary damages for breach of any duty as a director. In addition, the
Company's Articles of Incorporation and By-Laws provide for the Company's
indemnification of its directors and officers from certain liabilities and
expenses, as well as advancement of costs, expenses and attorneys' fees, to the
fullest extent permitted under Maryland General Corporation Law. Such rights are
contract rights fully enforceable by each beneficiary thereof, and are in
addition to, and not exclusive of, any other right to indemnification.
Item 16. EXHIBITS
5. Opinion of Stroock & Stroock & Lavan.
23(a). Consent of Stroock & Stroock & Lavan (contained
in Exhibit 5).
23(b). Consent of Ernst & Young LLP.
24. Power of Attorney (Included on signature page).
Item 17. UNDERTAKINGS
(a) 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;
(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 registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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 therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) 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 foregoing provisions, 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 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 Act and will be governed by the final adjudication of
such issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
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.
<PAGE>
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 Roseland, State of New Jersey, on August 5, 1996.
CHELSEA GCA REALTY, INC.
By: /S/ DAVID C. BLOOM
David C. Bloom,
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David C. Bloom, Leslie T. Chao, Michael J. Clarke
and Denise M. Elmer, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) of and supplements to this registration
statement and any registration statement relating to any offering made pursuant
to the registration statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto such 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 in and about the premises, to all intents and
purposes and as fully as they might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
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 TITLE DATE
/S/ DAVID C. BLOOM Chairman of the Board August 5, 1996
David C. Bloom and Executive Officer
(Principal Executive
Officer)
/S/ WILLIAM D. BLOOM Director August 5, 1996
William D. Bloom
/S/ BARRY M. GINSBURG Director and Chairman of August 5, 1996
Barry M. Ginsburg the Executive Committee
/S/ LESLIE T. CHAO Chief Financial Officer August 5, 1996
Leslie T. Chao (Principal Financial Officer)
/S/ MICHAEL J. CLARKE Treasurer August 5, 1996
Michael J. Clarke (Principal Accounting Officer)
/S/ BRENDAN T. BYRNE Director August 5, 1996
Brendan T. Byrne
/S/ ROBERT FROMMER Director August 5, 1996
Robert Frommer
/S/ PHILIP D. KALTENBACHER Director August 5, 1996
Philip D. Kaltenbacher
/S/ REUBEN S. LEIBOWITZ Director August 5, 1996
Reuben S. Leibowitz
/S/ JOHN D. SANTOLERI Director August 5, 1996
Jhn D. Santoleri
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
5 Opinion of Stroock & Stroock & Lavan.
23(a) Consent of Stroock & Stroock & Lavan
(contained in Exhibit 5).
23(b) Consent of Ernst & Young LLP.
24 Power of Attorney (Included on
signature page).
EXHIBIT 5
August 5, 1996
Chelsea GCA Realty, Inc.
103 Eisenhower Parkway
Roseland, New Jersey 07068
Re: REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We have acted as counsel to you (the "Corporation") in connection with the
preparation and filing of the above-captioned Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended,
covering 2,452,239 shares of the Corporation's Common Stock, $.01 par value per
share (the "Shares"), to be sold by the Selling Stockholders listed in the
Registration Statement under the caption "Selling Stockholders".
We have examined copies of the Certificate of Incorporation and By-laws of the
Corporation, each as amended to date, the minutes of various meetings of the
Board of Directors of the Corporation and the original, photostat or certified
copies of all such records of the Corporation, and all such agreements,
certificates of public officials, certificates of officers and representatives
of the Corporation or others, and such other documents, papers, statutes and
authorities as we deemed necessary to form the basis of the opinions hereinafter
expressed. In such examination, we have assumed the genuineness of signatures
and the conformity to original documents of the documents supplied to us as
copies. As to various questions of fact material to such opinions, we have
relied upon statements and certificates of officers of the Corporation and
others.
Based upon the foregoing, we are of the opinion that all of the Shares covered
by the Registration Statement have been duly authorized and are validly issued,
fully paid and nonassessable.
We hereby consent to the reference to our firm under the caption "Validity of
Common Stock" in the Prospectus. We further consent to your filing a copy of
this opinion as an exhibit to the Registration Statement. In giving such
consent, we do not admit hereby that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of Chelsea GCA Realty,
Inc. for the registration of 2,452,239 shares of its common stock and to the
incorporation by reference therein of our report dated February 15, 1996, with
respect to the consolidated financial statements and schedule of Chelsea GCA
Realty, Inc. and our report dated March 4, 1994, with respect to the combined
financial statements of Chelsea GCA Properties included in Chelsea GCA Realty,
Inc.'s Annual Report (Form 10-K) for the year ended December 31, 1995, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
August 2, 1996
