AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1999
REGISTRATION STATEMENT 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 (I.R.S. employer
of incorporation or organization) identification number)
103 Eisenhower Parkway
Roseland, New Jersey 07068
(973) 228-6111
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
LESLIE T. CHAO, PRESIDENT
CHELSEA GCA REALTY, INC.
103 EISENHOWER PARKWAY
ROSELAND, NEW JERSEY 07068
(973) 228-6111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
MARTIN H. NEIDELL, ESQ.
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, New York 10038
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO 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 under
the Securities Act, please check the following box|_|
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of each Maximum Maximum
Class of Amount to Offering Aggregate Amount of
Securities to be be Price Offering Registration
Registered Registered Per Unit Price(1) Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 194,837 Shares $ 32.50 $ 6,332,203 $ 1,761
- -----------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457 (c) of the Securities Act.
</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>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission or any applicable state securities commission
becomes effective. This prospectus is not an offer to sell these securities and
is not soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED APRIL 30, 1999
194,837 SHARES OF COMMON STOCK
CHELSEA GCA REALTY, INC.
----------------------
This is an offering of shares of common stock of Chelsea GCA Realty, Inc.
by the selling stockholders identified in this prospectus. The selling
stockholders are offering all of the shares to be sold in the offering, but they
are not required to sell any of these shares. The shares may be sold at market
prices, at prices related to market prices or at negotiated prices. Chelsea will
not receive any of the proceeds from the offering.
Our shares of common stock are traded on the New York Stock Exchange under
the symbol CCG. On April 28, 1999, the last reported sale price of our common
stock on the New York Stock Exchange was $32.50 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------
The date of this Prospectus is May ___, 1999
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the SEC's public reference rooms in New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until all of the securities are sold.
o Annual Report on Form 10-K for the year ended December 31, 1998; and
o The information contained in the section "Policies with Respect to Certain
Activities" contained in the Company's Registration Statement on Form
S-11 (File No. 33-67870) filed on August 25, 1993, as amended.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Investor Relations
Chelsea GCA Realty, Inc.
103 Eisenhower Parkway
Roseland, New Jersey 07068
(973) 228-6111
http://www.chelseagca.com
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of this prospectus.
<PAGE>
THE COMPANY
Chelsea is a self-administered and self-managed real estate investment
trust that specializes in developing, leasing, marketing, managing and long-term
ownership of upscale and fashion-oriented manufacturers' outlet centers. As of
December 31, 1998, we owned and operated 19 centers in eleven states containing
approximately 4.9 million square feet of gross leaseable area. Our centers
generally are located near densely populated, high-income metropolitan areas or
major tourist destinations, including New York City, Los Angeles, San Francisco,
Sacramento, Boston, Portland (Oregon), Atlanta, Cleveland, Washington, D.C.,
Honolulu, the Napa Valley, Palm Springs and the Monterey Peninsula.
We are organized under the laws of the state of Maryland. Our principal
executive office is located at 103 Eisenhower Parkway, Roseland, New Jersey
07068, telephone (973) 228-6111.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common
stock offered hereby.
SELLING STOCKHOLDERS
The following table shows the names of the selling stockholders, the number
of shares owned beneficially by each of them as of April 15, 1999, the number
of shares to be sold and the number of shares 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 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
Chelsea on a one-for-one basis.
<TABLE>
<CAPTION>
Shares Beneficially Shares of Common Shares
Owned Stock to Beneficially
Prior to Offering be Sold Owned After Offering
------------------- --------------- ---------------------
Selling Stockholder Number Percent Number Percent
- --------------------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C>
Eureka Development Corp.(1) 133,333 * 133,333 0 0
Barry M. Ginsburg(2) 538,218 3.4% 60,000 478,218 3.0%
Linda & Barrett Gross(3) 6,975 * 1,500 5,475 *
Philip R. Palisoul(4) 4 * 4 0 0
- ---------------------------
* 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 34,200 shares of common stock granted under the
Company's 1993 Stock Option Plan.
(2) Includes options to purchase 60,000 shares of common stock granted under the
Company's 1993 Stock Option Plan. Also includes Units beneficially owned by Mr.
Ginsburg's wife and trusts for the benefit of Mr. Ginsburg and his wife. Mr.
Ginsburg has been Vice Chairman and a director of the Company
since its inception.
(3) Mr. Gross is the son of Mr. Ginsburg.
(4) Mr. Palisoul owns 13.487% of the issued and outstanding capital stock of
Eureka Development Corp.
</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 will continue to be a consultant to the Company through
December 31, 1999. For his consulting services, Mr. Craig received an aggregate
of $464,000. As part of the Transition Agreement, the Company conveyed to Mr.
Craig its interest in an industrial 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 was 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. In January 1999,
the Secured Note was repaid in full and the other note was repaid at a discount.
If Mr. Craig sells the Corona, California property before December 31, 2000 for
a price in excess of a specified amount, then additional amounts will be due and
owing to the Company. The Company has an option to purchase the Carlsbad
property, and another property located in Woodburn, Oregon if it is developed
into a manufacturers outlet shopping center, at such times and for such purchase
prices to be determined as set forth in the Transition Agreement.
The Company has entered into a registration rights agreement with holders
of Units to enable them to sell or distribute in a registered offering shares of
common stock owned by them or issuable to them upon exchange of Units. The
expenses of any such registration will be borne by the Company. This
registration statement is being filed pursuant to this registration rights
agreement. All expenses of this offering (other than underwriting discounts and
selling commissions), are being borne by the Company.
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).
LEGAL MATTERS
Stroock & Stroock & Lavan LLP, New York, New York, will pass on the
validity of the shares.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the years ended December 31, 1998 and 1997, as set forth in their report, which
is incorporated in this prospectus by reference. Our consolidated financial
statements are incorporated by reference in reliance on their report, given on
their authority as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the distribution of the Shares
(all of which shall be paid by the Company) being registered hereunder (other
than underwriting discounts) are set forth in the following table (all amounts
except the SEC registration fee are estimated):
Securities and Exchange Commission Registration Fee............... $ 1,761
Accounting Fees and Expenses...................................... $ 2,500
Legal Fees and Expenses........................................... $ 5,000
Printing Expenses................................................. $ 1,000
Miscellaneous..................................................... $ 739
Total............................................................. $11,000
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 Bylaws 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.
5.1 -- Opinion of Stroock & Stroock & Lavan LLP as to the legality of the
Shares.
23.1 -- Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1).
23.2 -- Consent of Ernst & Young LLP.
24 -- Power of Attorney (included on signature page of this Registration
Statement).
- ---------------
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 the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 (1)(i) and (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 with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of 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.
(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) 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 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) 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.
(d) 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 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.
(e) The undersigned Registrant hereby undertakes (1) to use its best
efforts to distribute prior to the opening of bids, to prospective bidders,
underwriters, and dealers, a reasonable number of copies of a prospectus which
at that time meets the requirements of Section 10(a) of the Securities Act, and
relating to the securities offered at competitive bidding, as contained in the
Registration Statement, together with any supplements thereto, and (2) to file
an amendment to the Registration Statement reflecting the results of bidding,
the terms of the reoffering and related matters to the extent required by the
applicable form, not later than the first use, authorized by the Registrant
after the opening of bids, of a prospectus relating to the securities offered at
competitive bidding, unless no further public offering of such securities by the
Registrant and no reoffering of such securities by the purchasers is proposed to
be made.
<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 April 29, 1999.
CHELSEA GCA REALTY, INC.
By: /s/ Leslie T. Chao
----------------------------------------
Leslie T. Chao
President and Chief Financial Officer
<PAGE>
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 or all amendments
(including post-effective amendments) of and supplements to this Registration
Statement and any Registration Statement relating to any offering made pursuant
to this 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 attorney-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 below by the following persons in the
capacities and on the dates indicated.
Signature TITLE DATE
/s/ David C. Bloom Chairman of the Board of Directors April 29, 1999
- --------------------- and Chief Executive Officer
David C. Bloom (Principal Executive Officer)
/s/ Barry M. Ginsburg Director and Chairman of April 29, 1999
- --------------------- the Executive Committee
Barry M. Ginsburg
/s/ Leslie T. Chao President April 29, 1999
- ---------------------
Leslie T. Chao
/s/ Michael J. Clarke Chief Financial Officer (Principal April 29, 1999
- ---------------------- Financial and Accounting Officer)
Michael J. Clarke
/s/ William D. Bloom Director April 29, 1999
- ----------------------
William D. Bloom
/s/ Brendan T. Byrne Director April 29, 1999
- -----------------------
Brendan T. Byrne
/s/ Robert Frommer Director April 29, 1999
- -----------------------
Robert Frommer
/s/ Philip D. Kaltenbacher Director April 29, 1999
- --------------------------
Philip D. Kaltenbacher
/s/ Reuben S. Leibowitz Director April 29, 1999
- -----------------------
Reuben S. Leibowitz
<PAGE>
EXHIBIT INDEX
EXHIBITS DESCRIPTION PAGE NO.
5.1 -- Opinion of Stroock & Stroock & Lavan LLP as to the
legality of the Shares.
23.1 -- Consent of Stroock & Stroock & Lavan LLP (included
in Exhibit 5.1).
23.2 -- Consent of Ernst & Young LLP.
24 -- Power of Attorney (included on signature page of
this Registration Statement).
EXHIBIT 5.1
April 29, 1999
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 194,837 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 "Legal Matters"
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 LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-000) and related Prospectus of Chelsea
GCA Realty, Inc. for the registration of 194,837 shares of its common stock and
to the incorporation by reference therein of our report dated February 10, 1999,
with respect to the consolidated financial statements and schedule of Chelsea
GCA Realty, Inc. included in Chelsea GCA Realty, Inc.'s Annual Report (Form
10-K) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
New York, New York
April 30, 1999
