<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
<TABLE>
<S> <C>
SPIEKER PROPERTIES, INC. SPIEKER PROPERTIES, L.P.
(EXACT NAME OF GUARANTOR OF THE NOTES AND (EXACT NAME OF ISSUER OF THE NOTES AS
ISSUER OF THE PREFERRED STOCK, COMMON STOCK SPECIFIED IN ITS CHARTER)
AND WARRANTS AS SPECIFIED IN ITS CHARTER)
MARYLAND CALIFORNIA
(STATE OR OTHER JURISDICTION OF INCORPORATION (STATE OR OTHER JURISDICTION OF INCORPORATION
OR ORGANIZATION) OR ORGANIZATION)
94-3185802 94-3188774
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>
2180 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(415) 854-5600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
CRAIG G. VOUGHT
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
2180 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(415) 854-5600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
STEPHEN J. SCHRADER, ESQ.
JUSTIN L. BASTIAN, ESQ.
MORRISON & FOERSTER
755 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(415) 813-5600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
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. [X] 333-04299
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
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PROPOSED
MAXIMUM PROPOSED
AMOUNT OFFERING MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE PRICE FEE(2)
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Spieker Properties, Inc.
Common Stock......................... $4,636,250 $34.50 $4,636,250 $1,404.93
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</TABLE>
(1) In no event will the aggregate maximum offering price of Common Stock
registered hereunder exceed $4,636,250.
(2) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933, as amended.
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<PAGE> 2
INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-3, as amended (File
No. 333-04299) filed by Spieker Properties, Inc. and Spieker Properties, L.P.,
and declared effective on June 20, 1996, are hereby incorporated by reference.
CERTIFICATION
In accordance with Rule 111(b) under the Securities Act of 1933, the
undersigned Registrants certify as follows:
(i) the Registrants or their agent have instructed the Registrants' bank or a
wire transfer service to transmit to the Commission the applicable filing
fee by a wire transfer of such amount from the account of the Registrants
or their agent to the Commission's account at Mellon Bank as soon as
practicable but no later than the close of the next business day following
the filing of this Rule 462(b) registration statement;
(ii) the Registrants or their agent will not revoke such instructions; and
(iii) the Registrants or their agent have sufficient funds in such account to
cover the amount of such filing fee.
The Registrants further undertake that, if such instructions have been sent
after the close of business of such bank or wire transfer service, they will
confirm receipt of such instructions by such bank or wire transfer service
during regular business hours on the following business day.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each 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 the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Menlo Park, State of California, on the 21st day of
January, 1997.
SPIEKER PROPERTIES, INC.
By: /s/ DENNIS E. SINGLETON
Dennis E. Singleton
Director Executive
Vice President and
Chief Investment
Officer
SPIEKER PROPERTIES, L.P.
By: Spieker Properties, Inc.
as General Partner
By: /s/ DENNIS E. SINGLETON
Dennis E. Singleton
Director Executive
Vice President and
Chief Investment
Officer
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ WARREN E. SPIEKER, JR.* Chairman of the Board, January 21, 1997
Warren E. Spieker, Jr. Director and Chief
Executive Officer
(Principal Executive
Officer)
/s/ JOHN K. FRENCH* Director, Executive January 21, 1997
John K. French Vice President and
Chief Operating
Officer
/s/ DENNIS E. SINGLETON Director, Executive January 21, 1997
Dennis E. Singleton Vice President and
Chief Investment
Officer
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ ELKE STRUNKA* Vice President and January 21, 1997
Elke Strunka Principal Accounting
Officer (Principal
Accounting Officer)
/s/ CRAIG G. VOUGHT* Executive Vice January 21, 1997
Craig G. Vought President and Chief
Financial Officer
(Principal Financial
Officer)
/s/ RICHARD J. BERTERO* Director January 21, 1997
Richard J. Bertero
/s/ HAROLD M. MESSMER* Director January 21, 1997
Harold M. Messmer
/s/ DAVID M. PETRONE* Director January 21, 1997
David M. Petrone
/s/ WILLIAM S. THOMPSON, JR.* Director January 21, 1997
William S. Thompson, Jr.
*By: /s/ DENNIS E. SINGLETON
Dennis E. Singleton
Attorney-in-Fact
</TABLE>
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
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<C> <C> <S> <C>
3.1 -- Articles of Incorporation of Spieker Properties, Inc. (incorporated
by reference to Exhibit 3.1 to Spieker Properties, Inc.'s
Registration Statement on Form S-11 (File No. 33-67906)).............
3.2 -- Articles Supplementary of Spieker Properties, Inc. for the Series A
Preferred Stock (incorporated by reference to Exhibit 4.2 to Spieker
Properties, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994)................................................
3.3 -- Articles Supplementary of Spieker Properties, Inc. for the Class B
Common Stock (incorporated by reference to Exhibit 4.2 to Spieker
Properties, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995)................................................
3.4 -- Articles Supplementary of Spieker Properties, Inc. for the Series B
Preferred Stock (incorporated by reference to Exhibit 3.5 to Spieker
Properties, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995)...................................................
3.5 -- Articles Supplementary of Spieker Properties, Inc. for the Class C
Common Stock (incorporated by reference to Exhibit 3.6 to Spieker
Properties, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995)...................................................
5.1 -- Opinion of Morrison & Foerster.......................................
8.1 -- Opinion of Morrison & Foerster relating to certain tax matters.......
23.1 -- Consent of Arthur Andersen LLP.......................................
23.2 -- Consent of Morrison & Foerster (included in Exhibits 5.1 and 8.1)....
</TABLE>
<PAGE> 1
EXHIBIT 5.1
January 21, 1997
Spieker Properties, Inc.
Spieker Properties, L.P.
2180 Sand Hill Road
Menlo Park, California 94025
Dear Sirs:
We are acting as counsel to Spieker Properties, Inc., a Maryland
corporation (the "Company"), and Spieker Properties, L.P., a California limited
partnership (the "Operating Partnership"), in connection with the registration
by the Company of $4,636,250 in maximum aggregate offering price of shares of
the Company's common stock, par value $.0001 per share (the "Common Stock").
The Common Stock is the subject of a Registration Statement (the "Registration
Statement") filed by the Company and the Operating Partnership on Form S-3
under the Securities Act of 1933, as amended (the "Act").
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization and issuance of the Common Stock and for
the purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed. In addition, we have made such legal
and factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
Based upon and subject to the foregoing, it is our opinion that upon the
happening of the following events:
(a) the filing and effectiveness of the Registration Statement and
any amendments thereto,
(b) due execution by the Company and registration by its registrar
of the Common Stock,
(c) the offering and sale of the Common Stock as contemplated by the
Registration Statement, and
(d) receipt by the Company of the consideration required for the
Common Stock as contemplated by the Registration Statement,
the Common Stock will be duly authorized, validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the reference to us under the heading "Legal
Matters" in the Registration Statement, the Prospectus constituting a part
thereof and any amendments thereto.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
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<PAGE> 1
EXHIBIT 8.1
January 21, 1997
Spieker Properties, Inc.
Spieker Properties, L.P.
2180 Sand Hill Road, Suite 200
Menlo Park, California 94025
Ladies and Gentlemen:
We are acting as counsel to Spieker Properties, Inc., a Maryland
corporation (the "Company"), and Spieker Properties, L.P., a limited partnership
(the "Operating Partnership"), in connection with the registration by the
Company of $4,636,250 in maximum aggregate offering price of shares of the
Company's common stock. The Common Stock is the subject of a Registration
Statement (the "Registration Statement") filed by the Company and the Operating
Partnership on Form S-3 under the Securities Act of 1933, as amended (the
"Act"). We have been requested to provide you with our opinion as to whether the
Company currently qualifies as a real estate investment trust ("REIT"), within
the meaning of Section 856(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), and has so qualified for each of the past three taxable years.
This opinion is based on (i) existing law as contained in the Code,
regulations issued thereunder by the U.S. Treasury Department ("Regulations"),
administrative pronouncements of the Internal Revenue Service ("IRS"), and court
decisions as of the date hereof, (ii) our understanding of the relevant facts
related to the Company, its past, current, and contemplated operation, as
reflected in the Registration Statement and as represented to us in a
certificate of the Company, and (iii) our assumption that the Company will
continue to be operated in accordance with the representations contained in the
certificate of the Company, dated January 21, 1997. Any of the statutes,
regulations, administrative pronouncements, or judicial decisions upon which
this opinion is based could be changed at any time, perhaps with retroactive
effect. Furthermore, some of the issues under existing law that could
significantly affect our opinion have not yet been authoritatively addressed by
the IRS or the courts. This opinion is based on various assumptions relating to
the organization and operation of the Company and is conditioned upon certain
representations made by the Company as to certain relevant factual matters.
Moreover, qualification and taxation as a REIT will depend upon the Company's
ability to meet on a continuing basis, distribution levels and diversity of
stock ownership, and the various qualification tests imposed by the Code as
discussed below.
Based upon, and subject to, the foregoing and the next paragraph below, we
are of the opinion that, as of the date hereof, the Company has operated in a
manner that qualified it as a REIT under the Code, for its taxable years ended
December 31, 1993, December 31, 1994, December 31, 1995 and December 31, 1996,
and if it operates subsequent to December 31, 1996 in the same manner as it has
prior to that date, it will continue to so qualify. This opinion only addresses
the operation of the Company in a manner that qualifies it as a REIT as of the
date hereof and during each of the past three taxable years. We undertake no
obligation to update this opinion, or to ascertain after the date hereof whether
circumstances occurring after such date may affect the conclusions set forth
herein.
Our opinion is not binding on the IRS. Hence, there can be no assurance
that the IRS will not assert that the Company does not qualify as a REIT for
federal income tax purposes, particularly since the
<PAGE> 2
determination whether the Company qualifies as a REIT depends upon numerous
factual issues as to which we are relying upon representations of the Company.
In this regard, our opinion is based on our understanding of the facts as
represented to us in the certificate of the Company, dated January 21, 1997,
and on the assumption that the Company is operated in the manner described in
the Registration Statement and in such certificate of the Company. (We have not
undertaken any independent inquiry into or verification of these facts either in
the course of our representation of the Company or for the purposes of rendering
this opinion. However, nothing has come to our attention that is inconsistent
with such facts.) If the actual facts relating to the past or future operation
of the Company differ from those described to us or assumed by us in any
material respect, the opinion expressed herein may become inapplicable.
Moreover, our opinion is based only on the law as it currently exists and has
been interpreted. There can be no assurance that the law (or the current
interpretations thereof) will not change so as to cause the Company to no longer
qualify as a REIT.
We hereby consent to the filing of our opinion, together with the
attachments thereto, as an exhibit to the Registration Statement.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
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<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the reference to
our firm under the caption "Experts" in this Registration Statement on Form S-3
(the "Registration Statement") and related Prospectus (the "Prospectus") of
Spieker Properties, Inc. (the "Company") for the registration of shares of the
Company's common stock.
We also hereby consent to the incorporation by reference in this
Registration Statement and Prospectus of our report, dated January 25, 1996,
relating to the consolidated financial statements and schedule of the Company,
which report is included in the Annual Report on Form 10-K for the year ended
December 31, 1995 of the Company, incorporated by reference in the Registration
Statement and Prospectus.
We also hereby consent to the incorporation by reference in the
Registration Statement and Prospectus of our report, dated January 25, 1996,
relating to the consolidated financial statements of the Company, which report
is included in the Amendment No. 1 to the Annual Report on Form 10-K/A, dated
June 20, 1996, of the Company, incorporated by reference in the Registration
Statement and Prospectus.
We also hereby consent to the incorporation by reference in the
Registration Statement and Prospectus of our report, dated June 14, 1996, on the
combined statement of revenues and certain expenses of the Six Acquired
Properties and Two Investments Mortgages, which report is included in the
Current Report on Form 8-K, dated June 18, 1996 of the Company, incorporated by
reference in the Registration Statement and Prospectus.
We also hereby consent to the incorporation by reference in the
Registration Statement and Prospectus of our report, dated July 11, 1996, on the
combined statement of revenues and certain expenses of The City Portfolio, which
report is included in the Current Report on Form 8-K, dated July 15, 1996 of the
Company, incorporated by reference in the Registration Statement and Prospectus.
We also hereby consent to the incorporation by reference in the
Registration Statement and Prospectus of our report, dated October 29, 1996, on
the combined statement of revenues and certain expenses of the Three Property
Acquisitions, which report is included in the Current Report on Form 8-K, dated
December 4, 1996 of the Company, incorporated by reference in the Registration
Statement and Prospectus.
We also hereby consent to the inclusion of our report, dated December 20,
1996, on the combined statement of revenues and certain expenses of the Three
Property Transactions in the Registration Statement and Prospectus.
ARTHUR ANDERSEN LLP
San Francisco, California
January 20, 1997
