<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 1994
REGISTRATION FILE NO. 33-________
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
ARBOR PROPERTY TRUST
(FORMERLY EQK GREEN ACRES TRUST)
(Exact name of registrant as specified in its charter)
------------------------------------
<TABLE>
<S> <C>
DELAWARE 23-2740383
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
</TABLE>
------------------------------------
SUITE 800, ONE TOWER BRIDGE, W. CONSHOHOCKEN, PA 19428
(215) 941-2992
(Address, including Zip Code and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
MYLES H. TANENBAUM
PRESIDENT
ARBOR PROPERTY TRUST
SUITE 800, ONE TOWER BRIDGE, W. CONSHOHOCKEN, PA 19428
(215) 941-2992
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
------------------------------------
Copy to:
JASON M. SHARGEL, ESQ.
GERALD F. STAHLECKER, ESQ.
KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS
1401 WALNUT STREET
PHILADELPHIA, PA 19102
------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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 the connection with dividend or
interest reinvestment plans, check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE* PRICE* FEE
<S> <C> <C> <C> <C>
Common Shares of Beneficial Interest
without par value.................. 800,000 shares $8.75 $7,000,000 $2,413.79
</TABLE>
* Estimated solely for the purpose of determining the registration fee. Based
upon the closing sale price of the Common Shares as of May 5, 1994.
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<PAGE>
ARBOR PROPERTY TRUST
Dear Arbor Property Trust Shareholder:
We are pleased to announce that Arbor Property Trust (formerly EQK Green
Acres Trust) has instituted a Distribution Reinvestment Plan (the 'Plan') for
our Shareholders that is generally similar to the plan offered by EQK Green
Acres, L.P., our predecessor limited partnership (the 'Partnership'). The Plan
is a means by which you can enhance and increase your holdings in the Company
without transaction costs or inconvenience.
The Plan enables you as a certificate holding Shareholder to elect to apply
all or part of your distributions to the purchase of additional Shares of the
Company. You also have the option of supplementing your distribution
reinvestment with cash contributions. Participation in the Plan is entirely
voluntary, easy to elect and best-of-all essentially cost free to you. The
Company pays all administrative expenses, brokerage fees and out-of-pocket
costs, so the full amount you choose to apply translates directly into increased
holdings in the Company. If you would like to participate, you need only
complete and return the enclosed authorization form. Your only active
involvement after that will relate to any optional cash contributions you elect
to make.
Those Shareholders who participated in the distribution reinvestment plan
(the 'Prior Plan') of the Partnership still must separately enroll in the Plan
in order to participate. The Prior Plan was terminated upon the exchange of the
Partnership's Units for Shares, pursuant to Unitholder approval, and Units held
under the Prior Plan were converted to Shares. You may enroll in the Plan by
completing the enclosed authorization form. All Units held in your name under
the Prior Plan and converted into Shares will then be held under the Plan. If
you participated in the Prior Plan and do not desire to participate in the Plan,
you must notify Chemical Bank, our transfer agent, in writing and specify
whether you wish to receive certificates representing your Shares plus cash in
lieu of any fractional Shares to which you may be entitled or to have Chemical
Bank sell your Shares for you. If Chemical Bank does not receive notice from you
by June 30, 1994, Chemical Bank will automatically issue to you certificates
representing your Shares and pay you cash in lieu of any fractional Shares to
which you may be entitled. If you have made any optional cash contributions
under the Prior Plan since February 28, 1994, and you elect to participate in
the Plan, such contributions will be invested on your behalf under the Plan. If
you elect not to participate in the Plan, however, or if Chemical Bank does not
receive notice from you by June 30, 1994, such contributions will be returned to
you.
You will find a question and answer section in the attached Prospectus
designed to outline the operation of the Plan and address most of the important
issues. Should you have any additional questions about the Plan, please feel
free to contact Chemical Bank, our transfer agent, at 1-800-982-7649.
We look forward to your increased participation and the confidence in the
Company that it represents.
Sincerely,
Myles H. Tanenbaum
President and Chief Executive Officer
Arbor Property Trust
<PAGE>
PROSPECTUS
ARBOR PROPERTY TRUST
DISTRIBUTION REINVESTMENT PLAN
800,000 COMMON SHARES OF BENEFICIAL INTEREST
The Distribution Reinvestment Plan (the 'Plan') of Arbor Property Trust
(formerly EQK Green Acres Trust, the 'Company') provides holders of Common
Shares of Beneficial Interest (the 'Shares') with a simple and convenient method
of purchasing additional Shares. Through the Plan, a participant may have
distributions paid on Shares automatically reinvested to purchase additional
Shares. Participants may also make investments with optional cash payments which
will be used to purchase additional Shares. All shareholders of record of Shares
('Shareholders') are eligible to join the Plan.
Full investment of funds is possible because the Plan permits fractions of
Shares, as well as whole Shares, to be held in a participant's Plan account.
Participants will not incur any fees for the purchase of Shares under the Plan.
However, an allocable portion of brokerage fees paid by the Company may be
reported to Plan participants as taxable income in the event the Company uses
Shares purchased in the open market or otherwise to satisfy Plan requirements.
Upon termination from the Plan, a brokerage commission, termination fee,
handling charge and any tax withholdings required by law may be assessed to the
participant.
Shares purchased under the Plan will be registered in the name of Chemical
Bank (the 'Agent'), and the participant's Plan account will be credited for such
shares. Certificates for such Shares are not issued unless requested in writing
by the participant subsequent to the purchase of such Shares. Plan statements
are sent to participants following each investment to provide simplified
recordkeeping.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
May 10, 1994
<PAGE>
THE COMPANY
The Company was formed in September 1993 under the laws of the State of
Delaware to be a successor to EQK Green Acres, L.P., a Delaware limited
partnership (the 'Partnership') formed in June 1986, and has its principal
executive offices at Suite 800, One Tower Bridge, W. Conshohocken, PA 19428,
telephone number (215) 941-2992.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ('Exchange Act'), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
('SEC'). Such reports and other information filed by the Company can be
inspected and copied at the public reference facilities of the SEC, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington DC 20549, as well as the
following SEC Regional Offices: 7 World Trade Center, New York, NY 10048 and
Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, IL
60661. Such material can also be inspected at the New York Stock Exchange.
Copies can be obtained from the SEC by mail at prescribed rates. Requests should
be directed to the SEC's Public Reference Section, Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington DC 20549.
------------------------
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the SEC and are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
(2) The Company's Reports on Form 8-K dated February 28, 1994 and May
3, 1994.
(3) The description of the Shares contained in the Company's
Registration Statement on Form 8-A filed on October 7, 1993.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
Copies of the above documents (excluding exhibits) may be obtained upon
oral or written request without charge from the Secretary, Suite 800, One Tower
Bridge, W. Conshohocken, PA 19428 (telephone number (215) 941-2992).
2
<PAGE>
THE ARBOR PROPERTY TRUST
DISTRIBUTION REINVESTMENT PLAN:
QUESTIONS AND ANSWERS
<TABLE>
<S> <C>
Q. What are the advantages of the Plan?
A. The principal advantage to a Shareholder is that it allows the Shareholder to reinvest
automatically his or her distributions from the Company in additional Shares without any
brokerage commissions or service charges to the Shareholders.
Q. How do I enroll in the Plan?
A. An authorization form has been sent to you along with this Prospectus. If you do not have it,
simply call Chemical Bank (the 'Agent') at 1-800-982-7649 and an authorization form will be sent to
you.
Q. Do I have to enroll in the Plan even if I have enrolled in the Distribution Reinvestment Plan
(the 'Prior Plan') of EQK Green Acres, L.P. (the 'Partnership')?
A. Yes. Even though the Plan is generally similar to the Prior Plan, you must separately enroll in
the Plan. The Prior Plan was terminated upon the exchange of the Partnership's Units for Shares,
pursuant to Unitholder approval, and Units held under the Prior Plan were converted to Shares.
You may enroll in the Plan by completing the enclosed authorization form. All Units held in your
name under the Prior Plan and converted into Shares will then be held under the Plan. If you
participated in the Prior Plan and do not desire to participate in the Plan, you must notify the
Agent in writing and specify whether you wish to receive certificates representing your Shares
plus cash in lieu of any fractional Shares to which you may be entitled or to have the Agent sell
your Shares for you. If the Agent does not receive notice from you by June 30, 1994, the Agent
will automatically issue to you certificates representing your Shares and pay you cash in lieu of
any fractional Shares to which you may be entitled. If you have made optional cash contributions
under the Prior Plan since February 28, 1994, and you elect to participate in the Plan, such
contributions will be invested on your behalf under the Plan. If you elect not to participate in
the Plan, however, or if the Agent does not receive notice from you by June 30, 1994, such
contributions will be returned to you.
Q. Do I have to reinvest all of my distributions?
A. No, you can elect to reinvest only a designated percentage of each distribution. Simply complete
the appropriate part of the enrollment card.
Q. Can I contribute cash to the Plan?
A. Yes. You have the option of contributing cash in addition to or instead of your distributions.
You can contribute no less than $25 at a time and no more than a total of $25,000 during each
calendar quarter.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
Q. What does the Plan cost me?
A. Unless you elect to terminate your participation in the Plan, it costs you absolutely nothing to
participate. All fees are paid directly by the Company. If you do decide to terminate, you will
pay a termination fee of $5.00 and the Agent will send certificates representing your Shares plus
any cash in lieu of fractional Shares to which you may be entitled. If you desire the Agent to
sell your Shares for you, you will pay a termination fee of $15.00 plus a handling charge and
brokerage commission.
Q. How are my distributions used to purchase Shares?
A. A reinvestment account will be established for you by the Agent if you elect to participate. When
a distribution is made, all or part of it, as you have determined, will automatically be
deposited in that account. The funds of all Shareholders in the Plan will then be delivered
either to a broker or to the Company for purchase of Shares of the Company.
Q. What if I do not have enough in my account to purchase a Share?
A. As you are part of the Plan, your funds are pooled with those of other participating Shareholders
to buy as many Shares as possible. They are then allocated proportionately which may result in
your having some fractional Shares.
Q. What statements will I receive?
A. The Agent will send you a detailed statement about your reinvestment account following each
distribution. You will also receive a confirmation for any optional cash contributions you make.
Q. How often will Shares be purchased under the Plan?
A. Shares will be purchased at the time of each distribution. In addition, monthly purchases of
Shares will be made to invest any optional cash contributions made to the Plan in
non-distribution months. Shares will either be purchased through a broker on the New York Stock
Exchange or will be purchased directly from the Company.
Q. Will I be taxed on my reinvested distributions?
A. The tax treatment of your distributions will not be changed by your participation in the Plan.
However, you may be taxed on the brokerage commissions the Company pays on your behalf as part of
the Plan. At year end, you will receive applicable tax information. For further information, see
'Tax Information' below.
Q. Will I get certificates for my new Shares?
A. Only if you request in writing that they be issued. Otherwise, for your convenience and
protection, the Agent will hold the Shares until the Plan or your participation in it is
terminated.
Q. Do I get to vote and receive distributions on my new Shares?
A. Yes. As to any proxy, the Agent will vote your Shares as you direct. Any distributions earned on
the new Shares will be directly deposited in your reinvestment account by the Agent.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
Q. Are the Shares I presently hold affected by the Plan?
A. Only to the extent that, if you change the number of Shares you own, that will change the amount
of the distributions available for reinvestment under the Plan. If you buy additional Shares
yourself, in your name, the distributions from those Shares will automatically become part of the
Plan.
Q. Can I participate if the Shares I own are not held in my name?
A. No, unless the person or entity holding them elects to participate as to your Shares. Generally,
only Shareholders of record, and not those holding in 'street names' by a broker, participate in
such plans.
Q. If I transfer my Shares, can the new holder participate?
A. Yes, but the new holder will have to enroll in order to participate unless he or she already is a
participating Shareholder.
Q. Who administers the Plan?
A. The Plan is administered by Chemical Bank, not the Company. You should address all communication
relating to the Plan to:
Chemical Bank
J.A.F. Building
P.O. Box 3069
New York, New York 10116-3069
Attn: Dividend Reinvestment Department
</TABLE>
Should you need any questions answered by phone, you should call The
Communications Center at Chemical Bank at 1-800-982-7649.
Please review the terms and conditions of the Plan set forth below in Appendix A
and retain this Prospectus for future reference. The Distribution Reinvestment
Plan is a service being offered to the Shareholders of Arbor Property Trust and
is dependent upon the future payment of distributions which are, in turn,
dependent upon the earnings, financial condition and other elements of the
Company.
USE OF PROCEEDS
The amount of capital to be provided pursuant to the Plan during 1994 and
subsequent years cannot be determined and will vary as participation in the Plan
changes and to the extent that the Company may, from time to time, fund the Plan
with Shares purchased in the open market or otherwise. Proceeds to the Company
from the Plan will be used for general business purposes.
5
<PAGE>
TAX INFORMATION
In the opinion of the Company, the Federal income tax consequences for Plan
participants are as follows:
(1) A participant in the Plan will be treated for Federal income tax
purposes as having received, on the distribution payment date, the amount
of the distribution being reinvested.
(2) To the extent Shares are purchased in the open market either with
reinvested distributions or optional cash payments, brokerage commissions
paid by the Company on a participant's behalf are treated as distributions
subject to Federal income tax.
(3) The tax basis per Share acquired from the Company under the Plan
is (a) the amount of the distribution divided by the number of Shares
purchased in the case of Shares purchased with reinvested distributions and
(b) the purchase price per Share in the case of Shares purchased with
optional cash payments. The tax basis per Share purchased in market
transactions under the Plan is the same as in the preceding sentence,
increased by the pro rata amount of any brokerage charges paid by the
Company on the participant's behalf.
(4) A participant's holding period for Shares acquired pursuant to the
Plan will begin on the date following the day on which such Shares are
credited to the participant's account.
(5) A participant will not realize any taxable income when the
participant receives certificates for whole Shares held in the
participant's Plan account, either upon the participant's request for
certain of those Shares or upon termination of participation in or
termination of the Plan.
(6) A participant will realize a gain or loss when Shares are sold or
exchanged, whether pursuant to the participant's request upon termination
of participation in the Plan or by the participant after receipt of the
Shares from the Plan, and, in the case of a fractional Share, when the
participant receives cash payment for a fraction of a Share held in the
participant's Plan account upon termination of participation in or
termination of the Plan; and the amount of such gain or loss will be the
difference between the amount which the participant receives for the Shares
or fraction of a Share and the tax basis thereof.
The above discussion is based on current Federal income tax law. The law
governing the Federal income taxation of distributions with respect to Shares
often changes as a result of amendments to the Internal Revenue Code, changes in
regulations and Internal Revenue Service administrative policies and judicial
decisions. Accordingly, there is no assurance that the law will not change in a
way that would adversely affect the Plan and its participants. The Company
strongly encourages Plan participants to discuss the tax consequences of
participation in the Plan with their tax advisor.
6
<PAGE>
LEGAL OPINION
The legality of the Shares being offered hereby has been passed upon for
the Company by Klehr, Harrison, Harvey, Branzburg & Ellers, Philadelphia,
Pennsylvania.
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedules incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended December 31, 1993
have been audited by Deloitte & Touche, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
7
<PAGE>
APPENDIX A
ARBOR PROPERTY TRUST (THE 'COMPANY')
DISTRIBUTION REINVESTMENT PLAN
1. PURPOSE OF THE PLAN. The Arbor Property Trust Distribution Reinvestment
Plan (the 'Plan') allows its holders ('Shareholders') of Common Shares of
Beneficial Interest (the 'Shares') the opportunity to acquire additional Shares
in the Company by directing that all or part of their distributions be applied
toward the purchase of Shares as they become available in the market.
Shareholders also have the option of making cash contributions to the Plan of
not less than $25 nor more than $25,000 per quarter to supplement the
distribution reinvestment and thus further increase their Share holdings. While
Shareholders are presently and will continue to be able to acquire Shares in the
Company through their personal brokers, the Plan allows the reinvestment to
occur automatically and without expense to the Shareholder, except upon
termination as noted below. All service charges, broker fees and administrative
costs incurred are paid for directly by the Company and do not reduce the amount
available for reinvestment by the Shareholders.
2. PARTICIPATION; REINVESTMENT ACCOUNTS. In order to participate in the
Plan, you must be a Shareholder of record of one or more Shares in the Company.
The Company's transfer agent, Chemical Bank (the 'Agent'), establishes a
reinvestment account for each Shareholder who indicates a desire to participate
by completing and submitting an authorization form. Once a Shareholder has
enrolled in the Plan, the Agent automatically deposits the designated portion of
that Shareholder's future distributions into his or her reinvestment account.
Any optional cash contribution made by a Shareholder is similarly deposited into
his or her reinvestment account.
3. SHARES PURCHASES. Shares purchased pursuant to the Plan will either be
purchased in the open market or directly from the Company, as determined by the
Company from time to time. The Company has selected Chemical Securities, Inc.
(the 'Broker') to act as broker for the Company and the Shareholders in
connection with Shares purchased in the open market pursuant to the Plan. At the
time of each distribution, the Agent will pool the funds available from the
Shareholders and transfer such funds to the Company or the Broker, in the
Company's discretion, for the acquisition of Shares. Optional cash contributions
made to the Plan will be used to purchase Shares on a monthly basis, except in
the month of a distribution when purchases will be made simultaneously. The
Broker may make purchases of Shares on any securities exchange where the Shares
are traded, in the over-the-counter market or by negotiated transaction, and on
such terms, price and conditions as the Broker may determine. The price at which
a particular Shareholder's Shares are deemed to be purchased will be the average
price of all Shares purchased by the Broker with the proceeds of the applicable
distribution or optional cash contribution. It is possible that an appropriate
number of Shares of the Company may not be available at any given time or that,
due to observance of the rules and regulations of the Securities and
A-1
<PAGE>
Exchange Commission, purchases might have to be temporarily suspended or
curtailed, so that full reinvestment of Shareholder funds might not be
accomplished until some later date. Pending such purchase, the funds held by the
Agent or the Broker will not bear interest. Shares purchased from the Company
will be priced at the average of the daily high and low sale prices of the
Shares reported on the New York Stock Exchange ('NYSE') composite transactions
listing on the trading day before the day of purchase. If there is no trading in
the shares on the NYSE during the applicable trading day, the purchase price
shall be determined by the Company on the basis of such market quotations as it
shall deem appropriate.
4. CUSTODY OF SHARES. The Agent will hold the Shares acquired under the
Plan on behalf of all participants in its name or in the name of its nominee
until such time as a Shareholder requests that a certificate be issued to him or
her as to the Shares so acquired or such time as the Shareholder's account is
terminated. All requests for certificates must be made in writing after the
purchase of the Shares and a separate request must be made for each withdrawal.
No certificates will be issued for fractional Shares.
5. ACCOUNT STATEMENTS. After a Shareholder's first distribution or
optional cash investment and each subsequent transaction, the Agent will send
each Shareholder a detailed statement of his or her reinvestment account
showing distributions or cash received, amounts invested, price per share,
number of Shares purchased, total number of Shares held and related tax
information. The Agent will also separately confirm receipt of any optional
cash contributions. Participating Shareholders will be furnished with
applicable tax information needed for preparing their income tax returns.
6. PROXY MATERIALS; DISTRIBUTIONS. The Agent will forward any proxy
materials to the Shareholders and will vote any Shares it holds in the
reinvestment accounts as directed by such Shareholders. In the absence of any
direction from a Shareholder as to any proxy, the Agent will not vote as to such
Shareholder's Shares. Any distributions which accrue and are paid as to Shares
held by the Agent shall be credited to the Shareholder's account and increase
the funds available for reinvestment.
7. EXPENSES. All commissions and fees due the Broker and the Agent will be
paid directly by the Company and shall not be paid out of Shareholders' funds,
except for charges relating to termination of the Plan or a Shareholders'
reinvestment account, as explained below. The Agent does retain the right to
terminate a Shareholder's account, by written notification, and a termination
charge may be assessed in that event.
8. TERMINATION. A Shareholder may terminate his or her participation in
the Plan at any time by notifying the Agent in writing. Similarly, the Agent may
terminate a Shareholder's account by notifying the Shareholder in writing and
requesting instructions from the Shareholder as to whether the Shareholder
wishes to receive certificates representing such Shares or to have the Agent
sell the Shares and deliver the proceeds thereof to the Shareholder. Upon
receipt of appropriate notice and instructions, the Agent will either assess a
$5.00 termination fee and send the Shareholder certificates for all full
A-2
<PAGE>
Shares in the Company held by the Agent on his or her behalf or sell the Shares
and deliver the proceeds thereof to the Shareholder, less a $15.00 termination
fee, handling charges and brokerage commissions. In the event that a Shareholder
desires to receive certificates for Shares, the Shareholder should send a $5.00
check made payable to Chemical Bank at the time the Shareholder sends notice and
instructions to the Agent. All fractional Shares held by the Shareholder at the
time of termination will be paid in cash at the then current market value of the
Shares of the Company. In the event the Shareholder's notice is unclear as to
the desired position of his or her Shares, the Agent may use its discretion in
handling such interest, until it receives additional information or effective
notification from the Shareholder.
9. MANDATORY REINVESTMENT. Notwithstanding any other provision to the
contrary contained herein, the 308,933 Shares issued to Equitable Real Estate
Investment Management, Inc. ('EREIM'), the designee of Equitable Realty
Portfolio Management ('ERPM'), pursuant to Section 2 of that certain Advisory
Services Termination Agreement dated as of December 15, 1993 among the Company,
EQK Green Acres, L.P. (the 'Partnership') and ERPM, and the 1,316,251 Shares
issued to EQK Green Acres Associates in respect of its residual interest in the
Partnership pursuant to Section 4.1(d) of that certain Agreement and Plan of
Merger dated as of December 15, 1993 among the Company, the Partnership and
certain other parties, are subject to an obligation to reinvest distributions in
respect of such Shares until May 1, 1995 pursuant to Section 3 of the Advisory
Services Termination Agreement and Section 7.4 of the Agreement and Plan of
Merger, respectively. Only distributions on the 308,933 Shares held by EREIM and
the 1,316,251 Shares held by EQK Green Acres Associates (together with the
308,933 Shares held by EREIM, the 'Mandatory Shares') are subject to mandatory
reinvestment. Consequently, Shares purchased with the proceeds of distributions
in respect of the Mandatory Shares are not subject to the mandatory reinvestment
requirement. Rather, certificates representing such Shares will be issued and
distributed to the respective Shareholders or their permitted transferees.
Fractional Shares will be held until such time as certificates representing full
Shares may be issued or until the distribution reinvestment obligation
terminates. On May 1, 1995, the reinvestment accounts of EREIM and EQK Green
Acres Associates, or designees thereof, will automatically be terminated,
certificates representing all Shares held in such accounts will be issued to the
parties, and cash in lieu of any fractional Shares to which such parties may be
entitled will be paid. All fees and expenses of participation of the Mandatory
Shares in the Plan in accordance with this Section 9 will be borne by the
Company.
10. LIMITATION OF LIABILITY. Neither the Company, the Agent nor the Broker
shall be liable hereunder for any act or omission to act done in good faith and
without negligence including, without limitation, any claims arising out of
failure to terminate a Shareholder's account absent sufficient written notice
and with respect to the prices at which Shares are purchased and sold for the
Shareholders' accounts and the time such purchases or sales are made. The
interpretation of all legal matters relating to the Plan shall be governed by
New York law.
A-3
<PAGE>
11. AMENDMENT. The Company reserves the right to amend, modify or
terminate the Plan at any time, provided that no such change will have any
retroactive effect that would prejudice the interests of the Shareholders
participating in the Plan.
A-4
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
The Company.............................. 2
Available Information.................... 2
Incorporation of Documents by
Reference.............................. 2
Questions and Answers.................... 3
Use of Proceeds.......................... 5
Tax Information.......................... 6
Legal Opinion............................ 7
Experts.................................. 7
Appendix A -- The Arbor Property Trust
Distribution Reinvestment Plan......... A-1
</TABLE>
------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY.
ARBOR PROPERTY TRUST
------------------------
PROSPECTUS
------------------------
DISTRIBUTION
REINVESTMENT PLAN
MAY 10, 1994
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Registration Fee............................................................. $ 2,413.79
Legal Fees and Expenses...................................................... $ 5,000.00
Printing Fees and Postage.................................................... $ 6,000.00
Miscellaneous................................................................ $ 5,000.00
-------------
Total................................................................... $ 18,413.79
-------------
-------------
</TABLE>
ITEM 15. INDEMNIFICATION OF TRUSTEES AND OFFICERS.
The Delaware Business Trust Act provides that, subject to such standards
and restrictions, if any, as are set forth in the governing instrument of the
business trust, a business trust shall have the power to indemnify and hold
harmless any trustee or beneficial owner or other person from and against any
and all claims and demands whatsoever. The Delaware Business Trust Act further
provides that the absence of a provision for indemnity in the governing
instrument of a business trust shall not be construed to deprive any trustee or
beneficial owner or other person of any right to indemnity which is otherwise
available to such a person under the laws of the State of Delaware.
The Company's Declaration of Trust provides that the Company shall
indemnify and hold harmless the officers and trustees (and may, if the Board of
Trustees so determines, indemnify the employees and agents) of the Company to
the maximum extent permitted by law, except to the extent that the indemnitee is
found liable for (i) an act or omission involving actual fraud or willful
misconduct or (ii) a transaction in which the indemnitee received an improper
personal benefit.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the SEC such indemnification is against public policy as
expressed in such Act and is therefore unenforceable.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO.
---
<S> <C>
4. (a) Specimen of Common Share Certificate.(1)
(b) Distribution Reinvestment Plan of the Company.(2)
5. Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers
8. Not applicable.
12. Not applicable.
15. Not applicable.
23. (a) Consent of Deloitte & Touche.
(b) Consent of Klehr, Harrison, Harvey, Branzburg & Ellers (See Exhibit 5).
24. Not applicable.
25. Not applicable.
26. Not applicable.
27. Not applicable.
28. Not applicable.
99. Authorization Form
</TABLE>
- - ------------------
(1) Incorporated herein by reference to exhibit filed with the Registration
Statement of the Company and EQK Green Acres, L.P. on Form S-4 (Reg. No.
33-68664).
(2) Filed herewith as Appendix A to the Prospectus.
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933; (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and (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 clauses (i) and (ii) do not
apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, 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 of 1933 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 trustee, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, 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 of 1933 and will be governed by the final adjudication of such
issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Philadelphia, Pennsylvania, on the 9th day of May, 1994.
ARBOR PROPERTY TRUST
By: /s/ MYLES H. TANENBAUM
Myles H. Tanenbaum
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ MYLES H. TANENBAUM Trustee and President and Chief Executive May 9, 1994
Myles H. Tanenbaum Officer of Arbor Property Trust (Principal
Executive Officer and Principal Financial
Officer)
/s/ SYLVAN M. COHEN Trustee of Arbor Property Trust May 9, 1994
Sylvan M. Cohen
/s/ ALTON G. MARSHALL Trustee of Arbor Property Trust May 9, 1994
Alton G. Marshall
/s/ GEORGE R. PEACOCK Trustee of Arbor Property Trust May 9, 1994
George R. Peacock
/s/ PHILLIP E. STEPHENS Trustee of Arbor Property Trust May 9, 1994
Phillip E. Stephens
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
(ONLY EXHIBITS FILED HEREWITH ARE LISTED BELOW)
<TABLE>
<S> <C> <C>
PAGE NO.
IN SEQUENTIAL
EXHIBIT NUMBERING
NO. SYSTEM
- - --------- -----------------
5. Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers 19
23.(a) Consent of Deloitte & Touche 21
99. Authorization Form 23
</TABLE>
<PAGE>
EXHIBIT 5
[Letterhead of KHHB&E]
May 10, 1994
Arbor Property Trust
Suite 800
One Tower Bridge
West Conshohocken, PA 19428
RE: REGISTRATION STATE ON FORM S-3 FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 1994
Ladies and Gentlemen:
We have acted as counsel to Arbor Property Trust, a Delaware statutory
business trust (the 'Trust'), in connection with the above-referenced
Registration Statement (the 'Registration Statement'), pursuant to which the
Trust intends to issue up to an aggregate of 800,000 common shares of beneficial
interest without par value ('Common Shares'), in accordance with the terms of
the Distribution Reinvestment Plan of the Trust in the form attached as Appendix
A to the Prospectus included in the Registration Statement (the 'Distribution
Reinvestment Plan').
We have examined all such documents and records and other certificates, and
have made such investigation of law, as we have deemed necessary in order to
render the opinion hereinafter set forth.
Based upon and subject to the foregoing, we render the following opinion:
The Common Shares, when issued in accordance with the terms, conditions,
requirements and procedures set forth in the Distribution Reinvestment Plan,
will be validly issued, fully paid and non-assessable.
We hereby consent to the reference to our firm under the caption 'Legal
Opinion' in the Registration Statement and to the use of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not hereby
admit 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,
KLEHR, HARRISON, HARVEY,
BRANZBURG & ELLERS
<PAGE>
EXHIBIT 23(A)
[Letterhead of Deloitte & Touche]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Arbor Property Trust (formerly EQK Green Acres Trust) on Form S-3 of our report
on EQK Green Acres Trust dated March 10, 1994 appearing in the Annual Report on
Form 10-K of EQK Green Acres Trust for the year ended December 31, 1993, and to
the reference to us under the heading 'Experts' in the Prospectus which is part
of such Registration Statement.
DELOITTE & TOUCHE
Atlanta, Georgia
May 9, 1994
<PAGE>
EXHIBIT 99
ARBOR PROPERTY TRUST
DISTRIBUTION REINVESTMENT PLAN
I hereby authorize Arbor Property Trust (the 'Company') to pay to Chemical
Bank for my account, cash distributions payable to me on Common Shares of the
Company now and hereafter registered in my name, or credited to my account under
the Distribution Reinvestment Plan, in accordance with the election indicated on
the reverse of this card.
I hereby appoint Chemical Bank as my agent, subject to the terms and
conditions of the Distribution Reinvestment Plan as set forth in the
accompanying prospectus, and authorize Chemical Bank as such agent, to reinvest
distributions and/or to invest optional cash payments in the Common Shares of
the Company issued for this purpose and/or purchased on the open market for this
purpose in accordance with the election specified on the reverse of this card.
This authorization and appointment are given with the understanding that I
may terminate them by terminating my account as provided in the accompanying
prospectus.
- - -------------------------------------------------------------------------------
If cards are not received by the agent at least two weeks prior to a
distribution payment date (or two weeks prior to the monthly investment of
optional cash payments on or about the fifteenth of the month in the case of an
election of optional cash purchases of Common Shares), they will not become
effective until the following quarterly distribution payment (or the following
monthly investment date).
- - -------------------------------------------------------------------------------
THIS IS NOT A PROXY.
<PAGE>
AUTHORIZATION FORM -- ARBOR PROPERTY TRUST
I wish to enroll in the Distribution Reinvestment Plan of Arbor Property Trust
as I have indicated by checking one of the boxes below.
/ / FULL DISTRIBUTION REINVESTMENT. I want to reinvest cash distributions on
all Common Shares now or hereafter registered in my name, including all Common
Shares held for my account pursuant to the Distribution Reinvestment Plan of EQK
Green Acres, L.P. I may also make optional cash purchases of up to $25,000 per
calendar quarter. I wish to make an optional cash purchase at this time. A check
in the amount of $_____________ is enclosed.
/ / PARTIAL DISTRIBUTION REINVESTMENT. I want to reinvest cash distributions on
only ________ Common Shares registered in my name. I may also make optional cash
purchases of up to $25,000 per calendar quarter. I wish to make an optional cash
purchase at this time. A check in the amount of $_____________ is enclosed.
/ / OPTIONAL CASH PAYMENTS ONLY. I want to make only optional cash payments to
the Plan of up to $25,000 per calendar quarter. I do not want to reinvest cash
distributions. A check in the amount of $_____________ is enclosed.
_________________________________
Signature of Shareholder
_________________________________
Signature of Shareholder
_________________________________
Date
Note: All persons in whose names
shares are registered should sign
this authorization.
THIS IS NOT A PROXY.
