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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PACIFIC GULF PROPERTIES INC.
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(Exact name of registrant as specified in its charter)
Maryland 33-057750
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(State of incorporation (IRS employer
or organization) identification no.)
363 San Miguel, Suite 100,
Newport Beach, California 92660
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(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, $.01 par value per share New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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PACIFIC GULF PROPERTIES INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The information required by Item 202 of Regulation S-K is set forth in
full under the caption "Description of Common Stock" on pages 11-12 of the
Registrant's Common Stock prospectus contained in its Registration Statement on
Form S-3 (File No. 333-02798), attached hereto as Exhibit 99, and by this
reference incorporated herein and made a part hereof.
Item 2. Exhibits.
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Exhibit 99. Pages 11-12 of the Registrant's Common Stock Prospectus.
Copies of all other exhibits will be filed with the New York Stock
Exchange in accordance with the instructions to Form 8-A.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned thereto duly authorized.
PACIFIC GULF PROPERTIES INC.
(Registrant)
October 28, 1996 By: /s/ DONALD G. HERRMAN
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Donald G. Herrman
Executive Vice President,
Secretary and Chief
Financial Officer
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EXHIBIT 99
DESCRIPTION OF COMMON STOCK
The summary of the terms of the Company's Common Stock set forth below
does not purport to be complete and is subject to and qualified in its entirety
by reference to the Articles of Incorporation and Bylaws of the Company.
GENERAL
The Articles of Incorporation of the Company provide that the Company
may issue up to 60,000,000 shares of capital stock, consisting of 25,000,000
shares of common stock, par value $.01 per share (the "Common Stock"),
30,000,000 shares of excess stock, par value $.01 per share (the "Excess
Shares"), and 5,000,000 shares of preferred stock, par value $.01 per share (the
"Preferred Stock"). As of March 15, 1996, 4,857,351 shares of Common Stock and
no shares of Preferred Stock or Excess Shares were issued and outstanding. Under
Maryland law, shareholders generally are not liable for the corporation's debts
or obligations.
TERMS
All shares of Common Stock offered hereby by the Company will be upon
issuance and delivery against payment, and all shares of Common Stock offered
hereby by the Selling Stockholder are, duly authorized, fully paid and
nonassessable. Subject to the preferential rights of any other shares or series
of capital stock and to the provisions of the Company's Articles of
Incorporation regarding Excess Shares, holders of Common Stock will be entitled
to receive distributions on such shares if, as and when authorized and declared
by the Board of Directors of the Company out of assets legally available
therefor, and to share ratably in the assets of the Company legally available
for distribution to its shareholders in the event of its liquidation,
dissolution or winding-up after payment of, or adequate provision for, all
known debts and liabilities of the Company.
The Company commenced quarterly distributions on its Common Stock on
April 15, 1994, and intends to continue making quarterly distributions on the
outstanding shares of Common Stock.
Subject to the provisions of the Company's Articles of Incorporation,
regarding Excess Shares and to the matters discussed under "Certain Provisions
of Maryland Law and of the Company's Articles of Incorporation and Bylaws --
Control Share Acquisitions," each outstanding share of Common Stock entitles the
holder to one vote on all matters submitted to a vote of shareholders, including
the election of directors, and, except as otherwise required by law or except as
provided with respect to any other class or series of stock, the holders of such
Common Stock will possess the exclusive voting power. There is no cumulative
voting in the election of directors, which means that the holders of all
plurality of the outstanding Common Stock can elect all of the directors then
standing for election and the holders of the remaining Common Stock will not be
able to elect any directors.
Holders of Common Stock have no conversion, sinking fund, redemption
rights or preemptive rights to subscribe for any securities of the Company.
Subject to the provisions of the Company's Articles of Incorporation,
regarding Excess Shares, all Common Stock will have equal dividend,
distribution, liquidation and other rights, and will have no preference,
appraisal or exchange rights.
Pursuant to the Maryland General Corporation Law (the "MGCL"), a
corporation generally cannot dissolve, amend its Articles of Incorporation,
merge, transfer all or substantially all of its assets, engage in a share
exchange or engage in certain similar fundamental transactions unless
recommended by the Board of Directors and approved by the affirmative vote of
shareholders holding at least two-thirds of the shares entitled to vote on the
matter unless a lesser percentage (but not less than a majority of all of the
votes entitled to be cast on the matter) is set forth in the corporation's
Articles of Incorporation. The Company's Articles of Incorporation require the
affirmative vote of shareholders holding at least a majority of all the votes
entitled to be cast on such matters. In addition, a number of other provisions
of the MGCL could have a significant effect on the Common Stock and the rights
and obligations of holders thereof. See "Certain Provisions of Maryland Law and
of the Company's Articles of Incorporation and Bylaws."
The transfer agent and registrar for the Common Stock is Harris Trust
Company of California.
