PROSPECTUS
194,837 SHARES OF COMMON STOCK
CHELSEA GCA REALTY, INC.
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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.
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The date of this Prospectus is May 11, 1999
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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.
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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.
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