As filed with the Securities and Exchange Commission on November 30, 1999
Registration Statement No. 33-88670
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
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
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, N.Y. 10038
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. [X]
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. [ ]
==============================================================================
<PAGE>
PROSPECTUS
1,000,000 Shares
CHELSEA GCA REALTY, INC.
SECOND AMENDED AND RESTATED
AUTOMATIC DIVIDEND REINVESTMENT PLAN
Common Stock
The Second Amended and Restated Automatic Dividend Reinvestment Plan
(the "Plan") of Chelsea GCA Realty, Inc., a Maryland corporation (the
"Corporation"), provides all owners of record of 100 shares or more of the
Corporation's common stock, $.01 par value per share (the "Common Stock"), with
a simple and convenient method to reinvest cash dividends to purchase shares of
Common Stock ("Plan Shares").
Stockholders of record owning at least 100 shares of Common Stock who
elect to participate in the Plan ("Participants") have the following options to
purchase Plan Shares:
FULL DIVIDEND REINVESTMENT -- Reinvestment of dividends on all
shares held.
PARTIAL DIVIDEND REINVESTMENT -- Reinvestment of dividends on at least
100 shares, but less than all shares held while continuing to
receive cash dividends on the other shares.
Cash dividends on Plan Shares are always automatically reinvested to purchase
additional Plan Shares. The amount of any dividend reinvested will, in each
case, be after any reduction necessary to comply with any applicable United
States income tax withholding requirements.
Beneficial owners of Common Stock whose shares are registered on the
stockholder records of the Corporation in names other than their own, by
brokers, banks or other nominees, may become Participants only if the shares
they wish to enroll in the Plan are transferred to their own names, if their
nominees register on the Corporation's stockholder records a separate account or
if the brokers, banks or other nominees have other procedures in place that are
satisfactory to the Corporation for their customers to participate in dividend
reinvestment plans.
Participants will pay for brokerage fees, commissions and similar
charges in connection with open market purchases under the Plan. All other costs
of administration of the Plan will be paid by the Corporation. A description of
the Plan is set forth in this Prospectus under the caption "Second Amended and
Restated Automatic Dividend Reinvestment Plan." A Participant in the Plan may
withdraw at any time with proper advance notice. Stockholders who do not wish to
participate in the Plan will continue to receive distributions by check as
declared and paid.
At the Corporation's sole discretion, purchases under the Plan will be
made either from the Corporation's authorized but unissued shares or in the open
market (or a combination thereof). The purchase price of shares purchased from
the Corporation under the Plan with reinvestment dividends will be the average
of the daily average of the high and low sales prices of the Corporation's
Common Stock on the New York Stock Exchange for the last five trading days
immediately preceding the date the Corporation pays its dividend (the "Dividend
Payment Date"). The purchase price of shares purchased in the open market will
be the average price of all shares purchased in the open market on all purchases
made with respect to each Dividend Payment Date.
This Prospectus relates to 1,000,000 authorized shares of Common Stock
reserved for issuance under the Plan. It is suggested that this Prospectus be
retained for future reference.
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 November 30, 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.
o Quarterly reports on Form 10-Q for the quarters ended March 31, 1999, June
30, 1999 and September 30, 1999.
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.
THE CORPORATION
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
September 30, 1999, we owned and operated 19 centers in eleven states containing
approximately 5.1 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.
SECOND AMENDED AND RESTATED
AUTOMATIC DIVIDEND REINVESTMENT PLAN
1. PURPOSE
The purpose of the Plan is to provide eligible owners of Common Stock with
a simple and convenient method of investing dividends and other distributions
paid in cash ("dividends") in additional shares of the Corporation's Common
Stock at current market value.
2. ELIGIBILITY
For administrative purposes, only stockholders of record who own at least
100 shares of Common Stock in their own name are eligible to participate in the
Plan. Beneficial owners who wish to participate with respect to shares that are
registered on the stockholder records of the Corporation by brokers, banks or
other nominees that do not have procedures in place that are satisfactory to the
Corporation for their customers to participate in dividend reinvestment plans
should either (a) arrange for the transfer of such shares directly into the name
of the beneficial owner, or (b) have their nominees register a separate account
for each such participating beneficial owner on the Corporation's stockholder
records.
3. ADVANTAGES
A. Participants may have cash dividends on all or a portion of their
shares of Common Stock ("Certificate Shares") automatically reinvested in Plan
Shares.
B. The price of the Plan Shares purchased with reinvestment dividends
will be the market price as more fully explained in Section 8, "Price of
Shares."
C. Participants' funds will be fully invested because the Plan permits
fractions of shares to be credited to a Participant's account. Dividends on such
fractions, as well as on whole shares, will be reinvested in additional shares,
and such shares will be credited to a Participant's account.
D. Participants will avoid the need for safekeeping of stock
certificates for Plan Shares credited to their accounts under the Plan.
E. Regular statements reflecting all current activity, including
purchases and updated balances and, if applicable, amounts withheld in
conformity with any United States income tax requirements, will simplify
Participants' record keeping.
4. ADMINISTRATION
The Corporation has appointed BankBoston, N.A., which serves as
transfer agent for the Corporation's Common Stock, as dividend reinvestment
agent (the "Agent") to administer the Plan. The Agent will establish on its
books a separate account for each Participant to which will be credited as of
the close of business on each Dividend Payment Date the number of Plan Shares
purchased with the cash dividend which the Participant has elected to have
reinvested. The Agent will not issue any certificates for Plan Shares unless
specifically requested in writing by the Participant (See Section 11,
"Certificates For Shares") or upon the Participant's withdrawal from the Plan
(See Section 12, "Withdrawal From The Plan") or upon the termination of the Plan
(See Section 18, "Termination or Modification of the Plan").
5. STOCKHOLDER PARTICIPATION
Eligible stockholders (See Section 2, "Eligibility") may join the Plan
by completing and signing an Authorization Card and returning it to the Agent;
provided, however, that the Corporation has reserved the right to limit
participation in the Plan and to terminate and modify the Plan as set forth in
Sections 17 and 18. When stock is registered in more than one name (i.e., joint
tenants, trustees, etc.), all registered holders must sign.
An Authorization Card either accompanies this Prospectus or may be
received from the Agent at the following address:
BankBoston, N.A.
150 Royall Street
Canton, Massachusetts 02021
Attention: Chelsea GCA Realty, Inc.
Telephone: (781) 575-3100
Registered stockholders can elect partial dividend reinvestment by
signing the Authorization Card and indicating under "Partial Dividend
Reinvestment" the number of shares on which dividends are to be reinvested
rather than paid.
Eligible stockholders may join the Plan at any time. If the signed
Authorization Card is received by the Agent prior to the record date for the
next dividend payment, reinvestment of dividends will begin with the next
Dividend Payment Date. If the Authorization Card is received after that date,
reinvestment of dividends will begin with the next succeeding Dividend Payment
Date.
Once a stockholder has enrolled in the Plan, dividend reinvestment
continues automatically as long as the Participant wishes. If there is any
subsequent change in the manner in which a Participant's name appears on his
Certificate Shares, the Participant must sign another Authorization Card to
continue participation under the new registration.
Participants may change their investment options at any time by
requesting a new Authorization Card.
Dividends paid on whole and fractional Plan Shares held for the
account of each Participant will automatically be reinvested.
6. NOMINEES FOR BENEFICIAL OWNERS
Only registered stockholders may participate in the Plan. Beneficial
owners of shares that are held of record by a nominee may participate in the
Plan only by causing the shares to be transferred directly into their own name
or by causing the nominee to register separate accounts for each beneficial
owner that desires to become a Participant. In the latter event, the nominee
must advise the Corporation of the name and address of each beneficial owner on
whose behalf such participation is authorized.
Confirmations of purchases and statements of account under the Plan,
annual and other reports, and other communications from the Corporation will be
directed to the registered stockholder at the address shown on the Corporation's
records. The Corporation may also elect to send additional copies of reports and
various stockholder communications to the underlying beneficial owners.
7. PURCHASES
Purchases will be made for a Participant's account either from the
Corporation effective as of the close of business on the Dividend Payment Date
or in the open market (or a combination thereof). The number of shares purchased
will depend on the amount of a Participant's dividends and the purchase price
per share. A Participant's account will be credited with that number of shares,
including fractions computed to three decimal places, equal to a Participant's
total amount to be invested divided by the applicable purchase price per share.
8. PRICE OF SHARES
The purchase price of shares purchased from the Corporation under the
Plan with reinvestment dividends will be the average of the daily average of the
high and low sales prices of the Corporation's Common Stock on the New York
Stock Exchange for the last five trading days immediately preceding the Dividend
Payment Date. The purchase price of shares purchased in the open market will be
the average price of all shares purchased in the open market for all purchases
made with respect to each Dividend Payment Date.
9. COSTS
Participants will pay for brokerage fees, commissions and similar
charges in connection with open market purchases under the Plan. All other costs
of administration of the Plan will be paid by the Corporation.
10. REPORTS TO PARTICIPANTS
As soon as practical after each purchase under the Plan, Participants
will receive statements of their accounts from the Corporation. These statements
are the Participants' continuing record of current activity plus the cost of
their purchases and should be retained for tax purposes. Participants who are
stockholders of record of the Corporation will also continue to receive copies
of the various other communications sent to stockholders generally, including
the Corporation's interim reports, annual report, the notice of the annual
meeting, proxy statement and the information the Participant will need for
federal income tax return purposes. (See Section 16, "Federal Income Tax
Consequences.")
11. CERTIFICATES FOR SHARES
Shares purchased through the Plan will be credited to each
Participant's account and will be known as Plan Shares. Certificates will not be
issued to Participants for shares credited to their account unless the
Participant requests the Agent in writing to do so or unless the Participant
withdraws from the Plan. The number of shares credited to a Participant's
account under the Plan will be shown on the statement of the Participant's
account. This service eliminates the need for safekeeping by a Participant to
protect against loss, theft, or destruction of stock certificates.
At any time, a Participant may request in writing that the Agent send
a certificate for or sell all or part of the Plan Shares credited to such
Participant's account. This request should be mailed to the Agent at the address
indicated in Section 5. Any remaining whole shares and fractions of shares will
continue to be credited to the Participant's account. The Corporation will pay
all fees in connection with sending a certificate, but the Participant will be
responsible for all brokerage commissions and fees in connection with selling
shares.
Shares credited to a Participant's account under the Plan may not be
pledged or assigned. Any such purported pledge or assignment will be void. If a
Participant wants to pledge or assign such shares, the Participant must request
that a certificate for such shares be issued in the Participant's name.
Certificates for fractional shares will not be issued under any
circumstances.
Accounts under the Plan are maintained in the name in which
Certificate Shares are registered at the time a Participant enters the Plan.
Consequently, certificates for whole shares purchased under the Plan will be
similarly registered when issued to a Participant upon request. A Participant
who wants these shares registered and issued in a different name, must so
indicate in a written request to the Agent at the address indicated in Section
5. The Participant will be responsible for any transfer taxes that may be due
and for compliance with any applicable transfer requirements in connection with
such registration.
12. WITHDRAWAL FROM THE PLAN
In order to withdraw from the Plan, a Participant must notify the
Agent in writing prior to the record date of the next dividend payment. Such
notice should be addressed to the Agent at the address indicated in Section 5.
Upon withdrawal, a Participant will receive a stock certificate for
all whole shares held for a Participant's account in the Plan, plus a check for
the value of any fractional shares. The value of a fractional share will be
based upon the then current market price.
13. STOCK DIVIDEND, STOCK SPLIT OR RIGHTS OFFERING
Any stock dividend or split shares distributed by the Corporation on
Plan Shares will be reflected on Participants' accounts and will appear on their
quarterly statements. Stock dividends or split shares distributed on Certificate
Shares will be mailed directly to the Participant.
As soon as practicable after effectiveness of a stock dividend or a
stock split, the Corporation will send statements to all Participants indicating
the number of shares of the Corporation's Common Stock credited to their account
under the Plan as a result of the stock dividend or stock split. Participants
may receive a certificate for such shares (other than fractional shares) at any
time by sending a written request to the Agent at the address indicated in
Section 5.
In the event of a rights offering, a Participant will receive rights
based upon the total number of whole shares owned, both Certificate Shares and
Plan Shares.
14. VOTING OF SHARES
Whole Plan Shares held by the Corporation as well as Certificate
Shares will be voted as each Participant directs. A proxy card will be sent to
each Participant in connection with the annual or any special meeting of
stockholders. This proxy will apply to all Certificate Shares registered in each
Participant's name, if any, as well as to all whole Plan Shares credited to each
Participant's account. If properly signed, all shares will be voted in
accordance with the instructions that each Participant gives on the proxy card.
If no instructions are indicated on a properly signed and returned
proxy card, all Certificate Shares, if any, and all whole Plan Shares, will be
voted in accordance with the recommendations of the Corporation's management. If
the proxy card is not returned or is returned unsigned, a Participant's shares
will be voted only if the Participant votes in person or through some other duly
authorized representative at the meeting of stockholders.
15. SALES AND TRANSFERS OF SHARES
Following the sale by a Participant of all Certificate Shares, there
will be no dividends to be reinvested for such Participant with respect to such
Certificate Shares. However, the dividends on any existing Plan Shares will
continue to be reinvested in additional Plan Shares, until the Corporation
receives a properly executed Authorization Card from the Participant to
terminate the reinvestment account. (See Section 12, "Withdrawal From The
Plan.")
If a Participant sells part of the Certificate Shares registered in
the Participant's name, dividends on all remaining Certificate Shares
participating in the Plan will continue to be reinvested for the Participant's
account.
Example: A Participant owns 100 Certificate Shares and directs the
Corporation to reinvest the dividends of only 50. Quarterly dividends on 50
shares will be sent to the Participant directly, and dividends on 50 shares will
be reinvested. The Participant then sells 25 Certificate Shares. The Participant
will now receive quarterly dividends directly on 25 shares and dividends on the
50 shares will continue to be reinvested. If, instead, the Participant sold 75
Certificate Shares, the dividends on the remaining 25 shares will continue to be
reinvested. In any event, dividends on all Plan Shares held in the Plan will
continue to be reinvested.
The Corporation may terminate any stockholder's continued
participation in the Plan if the total of such stockholder's Certificate Shares
and Plan Shares is less than 100.
16. FEDERAL INCOME TAX CONSEQUENCES
A stockholder who participates in the Plan, in general, will have the
same federal income tax obligations for dividends reinvested under the Plan as
for dividends received in cash. A Participant will be treated as having received
a dividend distribution equal to the fair market value of the Plan Shares
purchased on the Dividend Payment Date. A Participant's tax basis in the
dividend shares will be equal to the fair market value of the dividend shares
credited to the Participant's account. With respect to shares purchased from the
Corporation, the holding period will begin the day after the Dividend Payment
Date and for shares acquired in the open market, the holding period begins on
the date of purchase. So long as the Corporation continues to qualify as a REIT
under the Internal Revenue Code of 1986, as amended (the "Code"), the
distribution will be taxable under the provisions of the Code applicable to
REITs and their stockholders, pursuant to which (i) distributions will be
taxable to stockholders as ordinary income to the extent of the current or
accumulated earnings and profits of the Corporation, (ii) distributions which
are designated as capital gain distributions by the Corporation will be taxed as
long-term capital gains to stockholders to the extent they do not exceed the
Corporation's net capital gain for the taxable year, (iii) distributions which
are not designated as capital gain distributions and which are in excess of the
Corporation's current or accumulated earnings and profits will be treated as a
return of capital to the stockholders and reduce the adjusted tax basis of a
stockholder's shares (but not below zero), and (iv) distributions in excess of a
stockholder's adjusted tax basis in its shares will be treated as gain from the
sale or exchange of such shares.
When a Participant receives certificates for Plan Shares previously
credited to the Participant's account under the Plan, the Participant will not
realize any taxable income; provided, however, that a Participant who receives a
cash adjustment for a fraction of a share may realize a gain or loss with
respect to such fraction. A gain or loss may also be realized by the Participant
when Plan Shares are sold by the Participant. The amount of such gain or loss
will be the difference between the amount which the Participant realizes for the
shares or fraction of a share and the tax basis of the Participant in the
shares.
The Corporation will comply with all applicable Internal Revenue
Service ("IRS") requirements concerning the filing of information returns, and
such information will be provided to the Participant by a duplicate of that form
or in a final statement of account for each calendar year. With respect to
Participants whose dividends are subject to United States income tax
withholding, the Corporation will comply with all applicable IRS requirements
concerning the withholding of such tax, and the amount of any cash distribution
reinvested will, in each case, be after any reduction necessary to comply with
the applicable withholding.
The foregoing is only a summary of the federal income tax consequences
of participating in the Plan and does not constitute tax advice. Specific
questions should be referred to the Participant's tax advisor.
17. LIMITATIONS ON PARTICIPATION
The Corporation reserves the right to limit participation in the Plan
for any reason even if a stockholder is otherwise eligible to participate (See
Section 2, "Eligibility"). For example, some stockholders may be residents of
jurisdictions in which the Corporation determines that it may not legally or
economically offer its shares under the Plan, and accordingly residents of such
jurisdictions may be precluded from participating in the Plan. In addition, the
Corporation has authority under its Articles of Incorporation to prevent
transfer of shares to any person if the concentration of stock ownership
resulting therefrom might jeopardize the continued qualification of the
Corporation as a REIT.
18. TERMINATION OR MODIFICATION OF THE PLAN
The Corporation reserves the right to terminate or modify the Plan at
any time with respect to the price to be charged for shares and the minimum and
maximum amount to be sold to any Participant or Participants, specifically
reserving the right to exclude any Participant for any reason, including such
Participant's ownership of Certificate Shares and Plan Shares falling below 100
shares and including a reason set forth in Section 17. The Corporation will
ordinarily give each Participant at least 30 days' notice of such termination or
modification of the price or other substantive provisions of the Plan. The
Corporation also reserves the right to waive the 100 share limit on eligibility
to participate, or other requirements of the Plan, in some cases without waiving
such limit or requirement generally.
Upon termination, no further reinvestment of dividends will be made
for a Participant's account, and Participants will receive stock certificates
for whole Plan Shares held in their accounts and checks for the net proceeds
from the sale of any fractional shares, as in the case of a voluntary withdrawal
by a Participant from the Plan. No modification of the Plan will affect a
Participant's right to receive such stock certificate for the Participant's
whole Plan Shares (and appropriate proceeds for any fractional share) upon a
Participant's withdrawal from the Plan.
The Corporation may also terminate the Plan when stockholder
participation in the Plan is below a minimum level of reinvestment that the
Corporation may, from time to time, establish as being uneconomic or inefficient
to administer.
USE OF PROCEEDS
The Corporation has no basis for estimating either the number of
shares of Common Stock that will ultimately be sold pursuant to the Plan or the
prices at which such shares will be sold. The Corporation intends to add any
proceeds it receives from sales of its shares pursuant to the Plan to the
general funds of the Corporation to be available for general corporate purposes,
including, but not limited to, the acquisition of additional properties as
suitable opportunities arise and the renovation, expansion and improvement of
the Corporation's existing properties. The Corporation is unable to estimate the
amount of the proceeds that will be devoted to any specific purpose.
EXPERTS AND LEGAL OPINIONS
The Consolidated Financial Statements of Chelsea GCA Realty, Inc.
incorporated by reference in Chelsea GCA Realty, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1998, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such Consolidated Financial Statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
The legality of the shares of Common Stock offered hereby will be
passed upon for the Corporation by Stroock & Stroock & Lavan LLP, counsel to the
Corporation.
No person has been authorized to give
any information or to make any
representation other than those
contained in this Prospectus and, if
given or made, such information or
representations must not be relied upon
as having been authorized by the
Corporation. This Prospectus does not
constitute an offer to sell or a
solicitation of an offer to buy any
securities other than the securities to
which this Prospectus relates or an
offer or solicitation of any person in
any jurisdiction in which such offer or
solicitation would be unlawful. The
delivery of this Prospectus at any time
does not imply that information herein
is correct as of any time subsequent to
its date.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION....3
THE CORPORATION........................4
SECOND AMENDED AND RESTATED AUTOMATIC
DIVIDEND REINVESTMENT PLAN ..........4
USE OF PROCEEDS.......................11
EXPERTS AND LEGAL OPINIONS............11
Chelsea GCA
Realty, Inc.
Second Amended and Restated
Dividend Reinvestment Plan
------------------------
PROSPECTUS
------------------------
November 30, 1999
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Estimated expenses in connection with the issuance of the shares
registered hereby are set forth below.
<TABLE>
<CAPTION>
Item Amount
<S> <C>
SEC Registration Fee $ 9,031
New York Stock Exchange Listing Fee 1,500
Accounting Fees and Expenses 5,500
Legal Fees and Expenses 10,000
Printing and Reproduction 10,000
Miscellaneous 3,969
Total $ 40,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation's Articles of Incorporation 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 Corporation's Articles of
Incorporation and Bylaws provide for the Corporation'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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Corporation, the Corporation has been informed that in the
opinion of the Commission such indemnifications are against public policy as
expressed in the Securities Act of 1933 and therefore are unenforceable.
ITEM 16. EXHIBITS
*5 Opinion of Stroock & Stroock & Lavan as to the legality of the
Common Stock registered hereunder.
23.1 Consent of Ernst & Young LLP.
*23.2 Consent of Stroock & Stroock & Lavan (included in Exhibit 5 hereto).
*24 Power of Attorney.
- -------------
*Previously filed
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 to include any material
information with respect to the plan of distribution
not previously disclosed in the Registration Statement
or any material changes to such information 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
<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
post-effective amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Roseland,
State of New Jersey on November 29, 1999.
CHELSEA GCA REALTY, INC.
By:/s/ Leslie T. Chao
---------------------
Leslie T. Chao
President
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Names Title Date
* Chairman of the Board and Chief November 29, 1999
- --------------------- Executive Officer(Principal
David C. Bloom Executive Officer)
* Director and Chairman of November 29, 1999
- --------------------- the Executive Committee
Barry M. Ginsbur
/s/ Michael J. Clarke Chief Financial Officer November 29, 1999
- ---------------------- (Principal Financial and
Michael J. Clarke Accounting Officer)
* Director November 29, 1999
- ---------------------
William D. Bloom
* Director November 29, 1999
- ----------------------
Brenan T. Byrne
* Director November 29, 1999
- ----------------------
Robert Frommer
* Director November 29, 1999
- ----------------------
Philip D. Kaltenbacher
* Director November 29, 1999
- ----------------------
Reuben S. Leibowitz
*By:/s/ Michael J. Clarke
---------------------
Michael J. Clarke
Attorney-in-Fact
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
the Post-Effective Amendment No. 2 to the Registration Statement (Form S-3 No.
33-88670) and related Prospectus of Chelsea GCA Realty, Inc. for the
registration of 1,000,000 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 its 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
November 29, 1999
