<PAGE>
As filed with the Securities and Exchange Commission on June 3, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8 AND S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------
CENTERPOINT PROPERTIES CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 36-3910279
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
401 NORTH MICHIGAN AVENUE
30TH FLOOR
CHICAGO, ILLINOIS 60611
312-346-5600
(Address of registrant's principal executive offices)
----------------------
CENTERPOINT PROPERTIES CORPORATION 1995 RESTRICTED STOCK INCENTIVE PLAN
CENTERPOINT PROPERTIES CORPORATION 1995 DIRECTOR STOCK PLAN
CENTERPOINT PROPERTIES CORPORATION 1993 STOCK OPTION PLAN
(Full Title of the Plans)
----------------------
JOHN S. GATES, JR.
PRESIDENT
CENTERPOINT PROPERTIES CORPORATION
401 NORTH MICHIGAN AVENUE, 30TH FLOOR
CHICAGO, ILLINOIS 60611
312-346-5600
(Name and address of agent for service)
----------------------
Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to a dividend or interest reinvestment plan, 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. /X/
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock. . . . . 622,910 $24.25 $15,105,567.50 $3,021
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</TABLE>
(1) Represents shares of Common Stock heretofore acquired or to be acquired
pursuant to the Company's 1995 Restricted Stock Incentive Plan, 1995
Director Stock Plan and 1993 Stock Option Plan.
(2) Estimated solely for purposes of calculating the registration fee, pursuant
to Rule 457(c), based on the average high and low prices of the Common
Stock as reported on the American Stock Exchange (the "AMEX") on May 28,
1996.
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains two parts. The first part contains a
Reoffer Prospectus prepared in accordance with the requirements of Part I of
Form S-3 (in accordance with Section C of the General Instructions to Form S-8)
which covers reoffers and resales by "affiliates" (as such term is defined in
Rule 405 of the General Rules and Regulations under the Securities Act of 1933)
of the Registrant of shares of Common Stock of CenterPoint Properties
Corporation ("Company" or "Registrant") issued to employees and directors
pursuant to the CenterPoint Properties Corporation 1995 Restricted Stock
Incentive Plan, the CenterPoint Properties Corporation 1995 Director Stock Plan
and the CenterPoint Properties Corporation 1993 Stock Option Plan, as amended.
The second part contains "Information Required in the Registration
Statement" pursuant to Part II of form S-8 and certain Items from "Information
Not Required in the Prospectus" pursuant to Part II of Form S-3. Pursuant to
the Note to Part I of Form S-8, the Plan Information specified by Part I is not
filed with the Securities and Exchange Commission (the "Commission"), but a
document containing such information has been sent or given to employees as
specified by Rule 428(b)(1). Such document(s) are not being filed with the
Commission but constitute (along with the documents incorporated by reference
into the Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"). The Form S-3 Reoffer Prospectus may be
utilized for reofferings of the Company's Common Stock acquired by certain
Selling Stockholders through participation in the CenterPoint Properties
Corporation 1995 Restricted Stock Incentive Plan, CenterPoint Properties
Corporation 1995 Director Stock Plan and CenterPoint Properties Corporation 1993
Stock Option Plan, as amended.
-ii-
<PAGE>
PROSPECTUS
S-3 REOFFER PROSPECTUS DATED JUNE 3, 1996
CENTERPOINT PROPERTIES CORPORATION
622,910 SHARES
COMMON STOCK
BY CERTAIN SELLING STOCKHOLDERS
This Reoffer Prospectus relates to 622,910 shares (the "Shares") of Common
Stock, $.001 par value (Common Stock"), of CenterPoint Properties Corporation, a
Maryland corporation (the "Company"), which may be offered for sale from time to
time by certain stockholders listed under the heading "Selling Stockholders"
herein (the "Selling Stockholders") for their own benefit each of whom may be
defined herein as "affiliates" under Rule 405 promulgated under the Securities
Act. Each of the Selling Stockholders has acquired or received options to
acquire the Shares through participation in the CenterPoint Properties
Corporation 1995 Restricted Stock Incentive Plan and/or the CenterPoint
Properties Corporation 1995 Director Stock Plan and/or the CenterPoint
Properties Corporation 1993 Stock Option Plan, as amended (collectively, the
"Plans"). It is anticipated that the Selling Stockholders will offer the Shares
for sale at prevailing prices in the AMEX, or any other national securities
exchange on which the Common Stock is listed, on the date of sale. The Company
will receive no part of the proceeds of sales made hereunder. All expenses of
registration incurred in connection with this offering are being borne by the
Company, but all selling and other expenses incurred by the Selling Stockholders
will be borne by such Selling Stockholders.
The Selling Stockholders and any broker executing selling orders on behalf
of the Selling Stockholders may be deemed to be an "underwriter" within the
meaning of the Securities Act in which event commissions received by such broker
may be deemed to be underwriting commissions under the Securities Act.
The Common Stock of the Company is currently traded on the AMEX under the
symbol CNT. On May 28, 1996, the closing price of the Company's Common Stock,
as reported by the AMEX, was $24 per share.
SEE "RISK FACTORS" ON PAGE 3 OF THIS REOFFER PROSPECTUS FOR CERTAIN FACTORS
AND MATERIAL RISKS IN CONNECTION WITH THE PURCHASE OF THE COMMON STOCK.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
----------------
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
----------------
<PAGE>
No person is authorized to give any information or to make any
representations, other than those contained in this Reoffer Prospectus, in
connection with the offering described herein, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling Stockholders. This Reoffer Prospectus does not
constitute an offer to sell, or a solicitation or any offer to buy, nor shall
there be any sale of these securities by any person in any jurisdiction in which
it is unlawful for such person to make such offer, solicitation or sale.
Neither the delivery of this Reoffer Prospectus nor any sale made hereunder
shall under any circumstances create an implication that the information
contained herein is correct as of any time subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and other applicable legal
or AMEX requirements, pursuant to which the Company files reports, proxy
statements and other information with the Commission. Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's regional offices at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and at Seven World Trade
Center, New York, New York 10048, and at the AMEX, 86 Trinity Place, New York,
New York 10006. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, Washington, D.C. 20549,
at prescribed rates. Information, as of particular dates, concerning directors
and officers of the Company, their remuneration, options granted to them, the
principal holders of securities of the Company, and any material interest of
such persons in transactions with the Company will be disclosed in the proxy
statements to be distributed to stockholders of the Company and filed with the
Commission.
Statements contained in this Reoffer Prospectus as to the contents of any
contract or other document that is filed as an exhibit to the Registration
Statement are not necessarily complete, and each such statement is qualified in
its entirety by reference to the full text of such contract or document.
The delivery of this Reoffer Prospectus at any time does not imply that
information herein is correct as of any time subsequent to the date hereof or
that there has been no change in the affairs of the Company. This Reoffer
Prospectus does not constitute an offer within any state to any person to whom
such offer would be unlawful.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act, and any amendments and supplements thereto, are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1995 (File No. 1-12630);
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 (File No. 1-12630); and
(c) The description of the Company's Common Stock set forth in the
Company's Post-Effective Amendment No. 1 to Form S-3 registration
statement filed with the Commission on March 22, 1995 (File No. 33-
89630).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement
2
<PAGE>
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this Registration Statement modifies
or supersedes such statement.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Reoffer Prospectus is delivered, upon written or oral
request of any such person, a copy of any and all of the documents that have
been or may be incorporated by reference in this Reoffer Prospectus, other than
exhibits to such documents. Requests for such copies should be directed to Paul
S. Fisher, CenterPoint Properties Corporation, 401 North Michigan Avenue,
Chicago, Illinois 60611, (312) 346-5600.
RISK FACTORS
Prospective investors should carefully consider, among other factors, the
matters described below.
LIMITED GEOGRAPHICAL AND PROPERTY-TYPE DIVERSIFICATION
All of the Company's properties are located in Metropolitan Chicago, and
most of the Company's properties are warehouse/industrial properties. While the
Company believes that its focus on this geographical area and property type is
an advantage, the Company's performance and its ability to make distributions to
stockholders could be adversely affected by unfavorable economic and/or
warehouse/industrial real estate conditions in Metropolitan Chicago.
RISKS OF DEBT FINANCING
The Company is subject to the risks normally associated with the incurrence
of debt financing, including the risks that (i) the Company will be unable to
meet required payments of principal and interest, (ii) existing indebtedness
will not be able to be refinanced or, if refinanced, the terms of such
refinancing will not be as favorable as the original terms of such indebtedness
and (iii) necessary capital expenditures for such purposes as renovations and
other improvements will not be able to be financed or, if financed, will not be
able to be financed on terms favorable to the Company. If a property is
mortgaged to secure payment of indebtedness and the Company is unable to meet
mortgage payments, the property could be foreclosed upon by the mortgagee with a
consequent loss of income and asset value to the Company.
The Company intends to continue its policy of maintaining a ratio of debt
(excluding the Company's 8.22% Convertible Subordinated Debentures due 2004 (the
"Debentures")) to total market capitalization of the Company of less than 50%.
However, the Articles of Incorporation do not contain any limitations on the
ratio of debt to total market capitalization. Accordingly, the Board of
Directors could alter or eliminate the current limitation on borrowing without
the approval of the Company's stockholders. If this policy were changed, the
Company could become more highly leveraged, resulting in an increase in debt
service that could adversely affect the Company's Funds from Operations and its
ability to make expected distributions to stockholders, as well as increase the
risk of default on the Company's other indebtedness and any borrowings incurred
under the Company's lines of credit.
To the maximum extent practicable, the Company intends to incur fixed rate
debt and to avoid using variable rate financing in the future, except with
respect to the interim financing of acquisitions or other short-term credit
requirements. A change in this policy, which would expose the Company to the
risk of interest rate fluctuations and, consequently, an increase in interest
expense, could be made without the approval of the stockholders. An increase in
interest expense could have a material adverse impact on the Company's
operations.
3
<PAGE>
LIMITATION ON OWNERSHIP OF SHARES
In order for the Company to qualify as a REIT under the Internal Revenue
Code of 1986, as amended (the "Code"), not more than 50% in value of the
Company's outstanding stock may be owned, directly or indirectly, by five or
fewer individuals (as defined in the Code to include certain entities). Due to
these limitations on the concentration of ownership of stock of a REIT,
ownership of more than 9.8% of the value of the outstanding shares of stock by
any single stockholder has been restricted in the Articles of Incorporation,
with the exception of the ownership of Common Stock by the Company's former
parent company, Capital and Regional Properties, plc.
Although the Code would permit an exception for certain domestic pension
trusts, no such exception has been included in the Company's Articles of
Incorporation.
These ownership limits, as well as the ability of the Company to issue
additional shares of Common Stock and Preferred Stock, may discourage a change
of control of the Company and may also (i) deter tender offers for the Common
Stock, which offers may be advantageous to stockholders, and (ii) limit the
opportunity for stockholders to receive a premium over then prevailing market
prices for their Common Stock that might otherwise exist if an investor were
attempting to assemble a block of Common Stock or otherwise effect a change of
control of the Company.
CHANGES IN INVESTMENT AND FINANCING OBJECTIVES
The investment and financing objectives of the Company, and its objectives
with respect to certain other activities, including without limitation, the
objective that the Company qualify as a REIT, will be determined by the Board of
Directors. Although the Board of Directors has no present intention to do so,
the Board may revise current objectives of the Company at any time and from time
to time in its sole discretion. Accordingly, stockholders will have no direct
control over changes in the objectives of the Company.
EFFECT ON MARKET PRICE OF SHARES AVAILABLE FOR FUTURE SALE
Sales of a substantial number of shares of Common Stock by directors,
officers and affiliates of the Company, or by holders of Debentures who may
elect to convert their Debentures to Common Stock, or the perception that such
sales could occur, could adversely affect prevailing market prices for shares.
To address this concern, officers and affiliates of the Company have agreed
not to sell their shares of Common Stock which are restricted until September
27, 1996 except in the event of termination of employment by the Company or
personal hardship as determined by the Company's independent directors and
thereafter only pursuant to (i) Rule 144 promulgated by the Commission under the
Securities Act or (ii) a registration statement filed by the Company in which
their participation has been approved by the independent directors of the
Company. However, there is no assurance that expiration of the holding period
will not adversely affect prevailing market prices for the Common Stock.
REAL ESTATE INVESTMENT CONSIDERATIONS
GENERAL. The business of owning and investing in real estate is highly
competitive and is subject to numerous inherent risks, including adverse changes
in general or local economic conditions and/or specific industry segments, real
estate values, rental rates, interest rates, real estate tax rates and other
operating expenses, the possibility of competitive overbuilding and of the
Company's inability to obtain or maintain high levels of occupancy in the
Company's properties, of tenant defaults, governmental rules and fiscal policies
(including rent control legislation), acts of God and other factors which are
beyond the control of the Company. In addition to affecting the profitability
of operations, these and other factors could impact the marketability of the
Company's properties.
4
<PAGE>
In addition to the general risks of ownership and investment in real
property, the Company will be subject to other risks in connection with the
leasing, redevelopment and improvement of properties, such as the risk that the
properties may operate at a cash deficit during the redevelopment and/or lease-
up period, and the risk of a contractor's inability to control costs and to
conform to plans, specifications and timetables, which may in turn be affected
by strikes, weather, government regulations and other conditions beyond the
contractor's control. The benefits anticipated from such transactions,
therefore, may be reduced or may not materialize. The Company may in the future
acquire properties in need of additional leasing activity, rehabilitation or
improvement.
For the year ended December 31, 1995, tenant leases representing
approximately 11% of the gross leasable area of the Company's real estate
portfolio expired. Of these leases, leases representing approximately 58% of
the gross leasable area were renewed, and leases for approximately 36% of the
gross leasable area were entered into with new tenants. For the year ending
December 31, 1996, tenant leases representing approximately 10% percent of the
gross leasable area of the Company's real estate portfolio are scheduled to
expire. While based on historical experience, the Company anticipates that
lease renewal and reletting experience will be favorable, there is no assurance
that significant vacancies will not occur, resulting in an adverse effect on the
Company's operating results.
NEED FOR ADDITIONAL FUNDING. The Company's growth has resulted, and is
expected in the future to result, largely from acquisitions of additional
properties. To continue to fund property acquisitions, the Company expects that
it will need to incur additional indebtedness and/or issue additional equity
securities. The incurrence of additional debt will be subject to the risks
described above under the caption "Risks of Debt Financing," and the issuance of
additional equity securities could have the effect of diluting the interests of
the Company's existing stockholders.
COMPETITION. All of the Company's existing properties, and all of the
properties that it may acquire in the future are expected to be, located in
areas that include numerous other warehouse/industrial, retail or apartment
properties, many of which may be deemed to be more suitable to any potential
tenant. The resulting competition could have a material adverse effect on the
Company's ability to lease its properties and to increase the rentals charged on
existing leases.
ENVIRONMENTAL MATTERS. All of the Company's existing properties have been,
and all properties the Company may acquire in the future will be, subjected to a
Phase I or similar environmental assessment. The purpose of a Phase I
environmental assessment is to determine if past and present uses of a property
indicate the potential for soil or groundwater contamination or if other
environmental conditions might affect the value of or future uses of the
property. Phase I environmental assessments generally include the following:
visual inspection of environmental conditions at and around the property; review
of available land use records; interviews with the property representatives;
examination of information from environmental agencies; and a walk through
survey for suspected asbestos containing or other toxic materials. These
environmental assessments have not revealed any environmental condition with
respect to any of the Company's existing properties that the Company believes
could have a material adverse effect upon the business or assets of the Company.
However, no assurance can be given that environmental assessments have revealed
or will reveal all potentially negative environmental conditions that may exist.
Under various federal, state and local laws, ordinances and regulations, an
owner or operator of real estate is potentially liable to governmental entities
or third parties for property damage and the costs of investigation, removal or
remediation of contamination caused by certain hazardous or toxic substances on
or in such property. Such laws often impose liability without regard to whether
the owner knew of, or was responsible for, the presence of such hazardous or
toxic substances. The presence of such substances, or the failure to properly
remove such substances or remediate any contamination caused thereby, may
adversely affect the owner's ability to sell or rent such property or to borrow
using such property as collateral. Persons who arrange for the disposal of
hazardous substances at a treatment, storage or disposal facility may be liable
for the cost of removal or remediation of such substances at such treatment,
storage or disposal facility, whether or not such facility is owned or operated
by such person. Certain environmental laws impose liability for release of
asbestos-containing materials into the air, and third parties may seek recovery
from owners or operators of real properties for personal injury associated with
such
5
<PAGE>
materials. In connection with the ownership, operation, management and
development of properties, the Company may be considered the owner or operator
of such properties or as having arranged for the disposal of hazardous or toxic
substances and, therefore, may be potentially liable for removal or remediation
costs, as well as certain other related costs, including governmental fines and
damages for injuries to persons and properties.
UNINSURED LOSS. The Company maintains comprehensive liability, fire, flood
(where appropriate), extended coverage and rental loss insurance with respect to
its properties, with limits and deductibles customary in the industry. Certain
types of losses, however, may be either uninsurable or not economically
insurable, such as those due to earthquakes, riots or acts of war. Should an
uninsured loss occur, the Company could lose both its investment in and
anticipated profits and cash flow from a property and would continue to be
obligated on any mortgage indebtedness or other obligations related to the
property. Any such loss could adversely affect the Company.
COST OF COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT. Under the
Americans with Disabilities Act of 1990 (the "ADA"), all public accommodations
are required to meet certain federal requirements related to access and use by
disabled persons. Existing warehouse/industrial properties generally are exempt
from the provisions of ADA but may be subject to provisions requiring that
buildings be made accessible to people with disabilities. Compliance with the
ADA could require removal of access barriers, and non-compliance could result in
the imposition of fines by the federal government or an award of damages to
private litigants. While the amounts of such compliance costs, if any, are not
currently ascertainable, they are not expected to have a materially adverse
effect on the Company.
CERTAIN RISKS RELATED TO REIT STATUS AND STRUCTURE
TAXATION AS A CORPORATION. The Company's election of REIT status, filed
with its 1994 federal income tax return, is effective as of January 1, 1994.
Although the Company believes that it has operated in such a manner as to
qualify as a REIT, no assurance can be given that the Company will remain so
qualified. Qualification as a REIT involves the satisfaction of numerous
requirements (some on an annual and quarterly basis) established under highly
technical and complex Code provisions for which there are only limited judicial
or administrative interpretations, and involves the determination of various
factual matters and circumstances not entirely within the Company's control.
If the Company were to fail to qualify as a REIT in any taxable year, the
Company would be subject to federal income tax (including any applicable
alternative minimum tax) on its taxable income at corporate rates. Moreover,
unless entitled to relief under certain statutory provisions, the Company would
also be disqualified from treatment as a REIT for the four taxable years
following the year during which disqualification occurred. This treatment would
reduce the net earnings of the Company available for investment or distribution
to stockholders because of the additional tax liability to the Company for the
years involved. In addition, distributions to stockholders would no longer be
required to be made.
LACK OF CONTROL OF CERTAIN SUBSIDIARY CORPORATIONS. The Company expects to
derive income from certain activities (such as management of properties owned by
third parties) in excess of amounts the Company could earn directly or through
an entity controlled by the Company without jeopardizing its REIT status.
Accordingly, the Company will own a small percentage of the voting stock of one
or more corporations carrying on such activities, and will have limited ability
to influence their day-to-day management, even though the Company will own stock
representing most of the economic interest in such corporations.
OTHER TAX LIABILITIES. Even as a REIT, the Company will be subject to
certain federal, state and local taxes on its income and property.
THE COMPANY
The Company is a self-administered and self-managed real estate company
focused on the acquisition, development, redevelopment, management and ownership
of warehouse/industrial property located in Metropolitan
6
<PAGE>
Chicago (defined as the area within a 100-mile radius of Chicago), which,
according to a ranking of markets published by CB Commercial/Torto Wheaton
Research, is the largest warehouse/industrial market in the United States. The
Company's election of REIT status, filed with its 1994 federal income tax
return, is effective as of January 1, 1994.
The Company, a Maryland corporation, was founded in 1984 and completed its
initial public offering of securities in December 1993 (the "IPO"). Between
completion of the IPO and March 31, 1996, the Company has increased the size of
its warehouse/industrial portfolio by 5.9 million square feet or 113% by
acquiring 33 fully-leased warehouse/industrial properties, including four
redevelopment properties and two build-to-suit projects, and by completing three
tenant expansions.
As of March 31, 1996, the Company owned and managed a portfolio of 68
warehouse/industrial properties, containing approximately 11.1 million square
feet of space. Based on published statistics regarding square feet of space
owned and managed by other firms and publicly available information filed with
the Securities and Exchange Commission, as well as its knowledge and experience
in the market, the Company believes it is the largest owner and operator of
warehouse/industrial property in Metropolitan Chicago. The Company also owns
and manages four retail properties and one apartment property. The Company's
properties are currently 99% leased, with the warehouse/industrial properties
occupied by 131 tenants in diverse industries and no tenant accounting for the
lease of more than 8% of the total square footage of the Company's
warehouse/industrial portfolio. Substantially all of the Company's properties
have been constructed or renovated during the past ten years.
The Company believes that investment in warehouse/industrial property
offers attractive returns and stable cash flow. Published statistics indicate
that total returns from warehouse/industrial properties have been among the
highest of any commercial property type in each of the past 15 years. The
Company believes that cash flow from warehouse/industrial property investments
is generally more predictable than cash flow from other property types because:
(i) relatively short construction periods discourage speculative building; (ii)
lower capital expenditures are required to sustain rental income due to the
adaptable character of warehouse/industrial property; and (iii) tenant renewal
rates are higher due to the significant cost and disruption to tenant operations
resulting from relocations. Moreover, leases for warehouse/industrial
properties provide generally for rent growth through contractual rent increases
or rents tied to certain indices such as the Consumer Price Index and are
generally structured as net leases, providing for the pass through to tenants of
all operating and real estate tax expenses.
The Company believes that Metropolitan Chicago offers significant
opportunities for investment in and ownership of warehouse/industrial property.
Metropolitan Chicago, due to its central location and extensive air, roadway,
rail and transportation infrastructure, has become the largest
warehouse/industrial market in the United States, encompassing over 830 million
square feet of warehouse/industrial property and supporting a diverse industrial
and service industry base.
The Company's objective is to maximize stockholder value by pursuing a
growth strategy consisting of (i) intensive management of the Company's existing
properties and (ii) the acquisition of existing leased properties, build-to-suit
projects and properties suitable for redevelopment.
The Company's principal executive office is located at 401 North Michigan
Avenue, 30th Floor, Chicago, Illinois 60611, and its telephone number is (312)
346-5600.
USE OF PROCEEDS
The Company will receive none of the proceeds from the sale of Shares which
may be offered hereby but may receive funds upon the exercise of the options
pursuant to which certain Selling Stockholders who are affiliates will acquire
the Shares covered by this Reoffer Prospectus, and such funds, if any, will be
used for general corporate purposes.
7
<PAGE>
SELLING STOCKHOLDERS
The names of the security holders (the "Selling Stockholders") and the
position, office or other material relationship which each has had with the
Company within the past three years are as follows:
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CURRENT POSITION FORMER POSITIONS
SELLING STOCKHOLDER WITH THE COMPANY WITH THE COMPANY
- -------------------------------------------------------------------------------
Nicholas C. Babson Director
Martin Barber Director and Chairman
Alan D. Feld Director
Paul S. Fisher Executive Vice President,
Secretary and Chief
Financial Officer
John S. Gates, Jr. Director, President and
Chief Executive Officer
John J. Kinsella Director
Rockford O. Kottka Senior Vice President, Vice President
Treasurer and and Treasurer
Assistant Secretary
Michael M. Mullen Executive Vice President
- Marketing and Acquisitions
Thomas E. Robinson Director
Robert L. Stovall Director, Executive
Vice President and
Chief Operating Officer
- -------------------------------------------------------------------------------
8
<PAGE>
The following table sets forth: (i) the name of the Selling Stockholders
who may sell the Shares of Common Stock pursuant to this Reoffer Prospectus,
(ii) the number of Shares of Common Stock owned or subject to option by each
Selling Stockholder as of May 14, 1996, (iii) the number of Shares of Common
Stock which may be offered and are being registered for the account of each
Selling Stockholder by this Reoffer Prospectus (all of which have been or may be
acquired by the Selling Stockholders pursuant to the exercise of options or the
grant of awards under the respective Plans) and (iv) the percentage of the class
to be owned by each Selling Stockholder after registration of the Shares of
Common Stock covered by this Reoffer Prospectus.
<TABLE>
<CAPTION>
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NUMBER OF SHARES
OWNED OR SUBJECT TO PERCENTAGE OWNED
OPTION PRIOR NUMBER OF SHARES AFTER REGISTRATION OF
NAME TO THIS REGISTRATION TO BE REGISTERED THE SHARES HEREUNDER
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Nicholas C. Babson 6,947 (1) 6,947 *
Martin Barber 76,416 (2) 75,578 *
Alan D. Feld 7,947 (3) 6,947 *
Paul S. Fisher 100,392 (4) 84,752 *
John S. Gates, Jr. 546,614 (5) 179,471 5.1%
John J. Kinsella 6,947 (6) 6,947 *
Rockford O. Kottka 67,477 (7) 51,837 *
Michael M. Mullen 126,288 (8) 82,752 1.2%
Thomas E. Robinson 6,947 (9) 6,947 *
Robert L. Stovall 200,161 (10) 120,732 1.9%
- --------------------------------------------------------------------------------
- ------
</TABLE>
- -----------------------------
* Less than one (1) percent.
(1) Includes the right to purchase 5,400 Shares through the exercise of stock
options.
(2) Includes the right to purchase 74,000 Shares through the exercise of stock
options.
(3) Includes the right to purchase 6,000 Shares through the exercise of stock
options.
(4) Includes the right to purchase 80,752 Shares through the exercise of stock
options.
(5) Includes the right to purchase 168,229 Shares through the exercise of stock
options.
(6) Includes the right to purchase 6,000 Shares through the exercise of stock
options.
(7) Includes the right to purchase 50,738 Shares through the exercise of stock
options.
(8) Includes the right to purchase 80,752 Shares through the exercise of stock
options.
(9) Includes the right to purchase 6,000 Shares through the exercise of stock
options.
(10) Includes the right to purchase 116,113 Shares through the exercise of stock
options.
9
<PAGE>
PLAN OF DISTRIBUTION
Any Shares of Common Stock sold pursuant to this Reoffer Prospectus will be
sold by the Selling Stockholders for their own account, and they will receive
all proceeds from any such sales. The Selling Stockholders have not advised the
Company of any specific plans for the distribution of the Shares of Common Stock
covered by this Reoffer Prospectus, but, if and when Shares are sold, it is
anticipated that the Shares will be sold from time to time primarily in
transactions (which may include block transactions) on the AMEX or any other
national securities exchange on which the Common Stock is listed at the market
price then prevailing, although sales may also be made in negotiated
transactions or otherwise. If Shares of Common Stock are sold through brokers,
the Selling Stockholders may pay customary brokerage commissions and charges.
The Selling Stockholders may effect such transactions by selling 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 Shares for whom such broker-dealers may act as agent or
to whom they may sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions). The
Selling Stockholders and any broker-dealers that act in connection with the sale
of the Shares hereunder might be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act, and any commissions received by them and
any profit on the resale of shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. Shares of
Common Stock covered by this Reoffer Prospectus also may be sold pursuant to
rule 144 under the Securities Act rather than pursuant to this Reoffer
Prospectus. The Selling Stockholders have been advised that they are subject to
the applicable provisions of the Exchange Act, including without limitation
Rules 10b-5, 10b-6 and 10b-7 thereunder.
Officers and affiliates of the Company have agreed not to sell their Shares
of Common Stock until September 27, 1996, except in the event of termination of
employment by the Company or personal hardship as determined by the Company's
independent directors. The Company's independent directors have authorized the
registration of the Shares of such officers and affiliates hereunder.
There can be no assurances that the Selling Stockholders will sell any or
all of the Shares of Common Stock offered hereunder.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Coffield
Ungaretti & Harris, Chicago, Illinois.
EXPERTS
The financial statements and financial statement schedules included in the
Company's Annual Report on Form 10-K, incorporated by reference in this
Prospectus, to the extent and for the periods indicated in their report, have
been audited by Coopers & Lybrand L.L.P., independent accountants, and are
included herein in reliance upon the authority of those experts in giving their
report.
10
<PAGE>
- -------------------------------------------------------------------------------
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations not contained in this Prospectus in
connection with the offering covered by this Prospectus. If given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Underwriters. This Prospectus does not constitute an
offer to sell, or a solicitation of any offer to buy, the Common Stock in any
jurisdiction where, or to any person to whom, it is unlawful to make such offer
or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
not been any change in the facts set forth in this Prospectus or in the affairs
of the Company since the date thereof.
____________________
TABLE OF CONTENTS
PAGE
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference. . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . 8
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . 10
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
622,910 SHARES
CENTERPOINT
PROPERTIES
CORPORATION
COMMON STOCK
__________
PROSPECTUS
June 3, 1996
__________
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3 OF FORM S-8. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act, and any amendments and supplements thereto, are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1995 (File No. 1-12630);
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 (File No. 1-12630); and
(c) The description of the Company's Common Stock set forth in the
Company's Post-Effective Amendment No. 1 to Form S-3 registration
statement filed with the Commission on March 22, 1995 (File No. 33-
89630).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this Registration Statement modifies or supersedes
such statement.
ITEM 4 OF FORM S-8. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5 OF FORM S-8. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6 OF FORM S-8; ITEM 15 OF FORM S-3. INDEMNIFICATION OF DIRECTORS AND
OFFICERS
The Company's Articles of Incorporation and Bylaws authorize the Company to
indemnify its present and former directors and officers and to pay or reimburse
expenses for such individuals in advance of the final disposition of a
proceeding to the maximum extent permitted by Maryland law. The Maryland
General Corporation Law ("MGCL") permits a corporation to indemnify its present
and former directors and officers against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason their service in
those capacities unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to the proceeding and
(i) was committed in bad faith or (ii) was the result of active and deliberate
dishonesty; (b) the director or officer actually received an improper personal
benefit in money, property or services; or (c) in case of any criminal
proceeding, the director or officer had reasonable cause to believe the act or
omission was unlawful.
II-1
<PAGE>
The MGCL permits the charter of a Maryland corporation to include a provision
limiting the liability of its directors and officers to the corporation and its
stockholders for money damages, except to the extent that (i) it is proved that
the person actually received an improper benefit or profit in money, property or
services, or (ii) a judgment or other final adjudication is entered in a
proceeding based on a finding that the person's action, or failure to act, was
the result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding. The Company's charter contains a
provision providing for elimination of the liability of its directors or
officers to the Company or its stockholders for money damages to the maximum
extent permitted by Maryland law from time to time.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act 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 director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, 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 its is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
ITEM 7 OF FORM S-8. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8 OF FORM S-8; ITEM 16 OF FORM S-3. EXHIBITS
The following exhibits are filed as part of this registration statement:
EXHIBIT DESCRIPTION
4.1 Form of certificate representing common stock (incorporated
by reference from the Company's Registration Statement on
Form S-11 (File No. 33-69710))
5* Opinion Letter of Coffield Ungaretti & Harris regarding the
validity of the securities being registered
10.1 CenterPoint Properties Corporation 1995 Restricted Stock
Incentive Plan (incorporated by reference from the Company's
Form 10-Q for the fiscal quarter ended September 30, 1995
filed with the Commission on November 15, 1995)
10.2 CenterPoint Properties Corporation 1995 Director Stock Plan
(incorporated by reference from the Company's Form 10-Q for
the fiscal quarter ended September 30, 1995 filed with the
Commission on November 15, 1995)
10.3 CenterPoint Properties Corporation 1993 Stock Option Plan
(incorporated by reference from Pre-Effective Amendment No.
2 to the Company's Registration Statement on Form S-11 (File
No. 33-69710))
10.4 First Amendment to CenterPoint Properties Corporation 1993
Stock Option Plan (incorporated by reference from the
Company's Form 10-K for the fiscal year ended December 31,
1995 filed with the Commission on March 29, 1996)
10.5* Second Amendment to CenterPoint Properties Corporation 1993
Stock Option Plan
23.1* Consent of Coffield Ungaretti & Harris (included as part of
Exhibit 5)
23.2* Consent of Coopers & Lybrand L.L.P.
24* Powers of Attorney of Directors of the Company (included on
signature page)
_____________________
* Filed herewith.
II-2
<PAGE>
ITEM 9 OF FORM S-8; ITEM 17 OF FORM S-3. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment of this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(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.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15-d) of the Exchange Act) 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all the requirements for
filing on Form S-8 and S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Chicago,
Illinois, on the 31st day of May, 1996.
CENTERPOINT PROPERTIES CORPORATION,
a Maryland corporation
By: /s/ John S. Gates, Jr.
-------------------------------------------------
John S. Gates, Jr., President and
Chief Executive Officer
By: /s/ Paul S. Fisher
-------------------------------------------------
Paul S. Fisher, Executive Vice
President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act, this Registration Statement
on Form S-8 and S-3 has been signed by the following persons in the capacities
and on the date indicated. Each of the following persons does hereby authorize
and designate John S. Gates, Jr., Paul S. Fisher and Robert L. Stovall, or any
of them, as attorneys-in-fact with full power of substitution, to execute in the
name and on behalf of such person, individually and in each capacity stated
below, and to file any and all amendments to this registration statement,
including any and all post-effective amendments.
SIGNATURE NAME AND TITLE DATE
--------- -------------- -----
Martin Barber, Chairman
/s/ Martin Barber and Director May 31, 1996
- ------------------------------
John S. Gates, Jr., President,
Chief Executive Officer and
/s/ John S. Gates, Jr. Director May 31, 1996
- ------------------------------
Robert L. Stovall, Executive
Vice President, Chief
Operating Officer and
/s/ Robert L. Stovall Director May 31, 1996
- ------------------------------
Nicholas C. Babson
/s/ Nicholas C. Babson Independent Director May 31, 1996
- ------------------------------
Alan D. Feld
/s/ Alan D. Feld Independent Director May 31, 1996
- ------------------------------
John J. Kinsella
/s/ John J. Kinsella Independent Director May 31, 1996
- ------------------------------
Thomas E. Robinson
/s/ Thomas E. Robinson Independent Director May 31, 1996
- ------------------------------
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit Description Page
-------- ----------- ----
*4.1 Form of certificate representing common stock
5 Opinion Letter of Coffield Ungaretti & Harris 19
regarding the validity of the securities being
registered
**10.1 CenterPoint Properties Corporation 1995
Restricted Stock Incentive Plan
**10.2 CenterPoint Properties Corporation 1995
Director Stock Plan
***10.3 CenterPoint Properties Corporation 1993 Stock
Option Plan
****10.4 First Amendment to CenterPoint Properties
Corporation 1993 Stock Option Plan
10.5 Second Amendment to CenterPoint Properties 23
Corporation 1993 Stock Option Plan
23.1 Consent of Coffield Ungaretti & Harris
(included as part of Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P. 24
24 Powers of Attorney of Directors of the Company
(included on signature page)
_____________________________
* Incorporated by reference from the Company's Registration Statement on Form
S-11 (File No. 33-69710).
** Incorporated by reference from the Company's Form 10-Q for the fiscal
quarter ended September 30, 1995 filed with the Commission on November 15, 1996.
*** Incorporated by reference from Pre-Effective Amendment No. 2 to the
Company's Registration Statement on Form S-11 (File No. 33-69710).
**** Incorporated by reference from the Company's Form 10-K for the fiscal year
ended December 31, 1995 filed with the Commission on March 29, 1996.
<PAGE>
EXHIBIT 5
COFFIELD UNGARETTI & HARRIS
3500 THREE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60602
(312) 977-4400
June 3, 1996
CenterPoint Properties Corporation
401 North Michigan Avenue
Suite 3000
Chicago, Illinois 60611
Ladies and Gentlemen:
We have acted as counsel to CenterPoint Properties Corporation, a Maryland
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 and S-3 of the Company filed with the
Securities and Exchange Commission (the "Commission") on June 3, 1996 (the
"Registration Statement"), relating to the registration under the Securities Act
of 1933, as amended (the "Securities Act"), of 622,910 shares of the Company's
Common Stock, $0.001 per share (the "Common Stock") heretofore issued and to
be issued under and pursuant to the Company's 1995 Restricted Stock Incentive
Plan, the Company's 1993 Stock Option Plan, as amended, and the 1995 Director
Stock Plan (collectively, the "Plans").
In this connection, we have examined:
a. the amended and restated articles of incorporation, by-laws and
organizational documents of the Company;
b. certain resolutions adopted by the Company's Board of Directors;
c. the Registration Statement;
d. the Plans; and
e. such other documents as we have deemed relevant for the purpose of
rendering the opinions set forth herein, including certifications as
to certain matters of fact by responsible officers of the Company and
by governmental authorities.
<PAGE>
CenterPoint Properties Corporation
June 3, 1996
Page 2
We have assumed the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
copies.
Based upon the foregoing, we are of the opinion that the shares of Common Stock
being registered pursuant to the Registration Statement which to date have been
issued are, and the shares to be issued if and when issued under the
circumstances contemplated in the respective Plans will be, validly issued,
fully paid and nonassessable.
We are members of the Bar of the State of Illinois. Our opinion is limited to
the laws of the State of Illinois, the State of Maryland and the general laws of
the United States of America. Insofar as our opinion relates to matters of
Maryland law, we have relied on the opinion dated June 3, 1996 of Gordon,
Feinblatt, Rothman, Hoffberger & Hollander, LLC, a copy of which is attached
hereto.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm in the Prospectus that is part of the
Registration Statement. By giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
Coffield Ungaretti & Harris
<PAGE>
GORDON, FEINBLATT, ROTHMAN HOFFBERGER & HOLLANDER, LLC
THE GARRETT BUILDING
233 E. REDWOOD STREET
BALTIMORE, MARYLAND 21202
(410) 576-4000
June 3, 1996
Coffield Ungaretti & Harris
3500 Three First National Plaza
Chicago, Illinois 60602-4282
Ladies and Gentlemen:
We have acted as special Maryland counsel to your firm in connection
with your opinion of even date herewith to CenterPoint Properties Corporation, a
Maryland corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 and S-3 of the Company filed with the
Securities and Exchange Commission (the "Commission") on May 31, 1996 (the
"Registration Statement"), relating to the registration under the Securities Act
of 1933, as amended (the "Securities Act"), of 622,910 shares of the Company's
Common Stock, $0.001 per share (the "Common Stock") hereto issued and to be
issued under and pursuant to the Company's 1995 Restricted Stock Incentive Plan,
the Company's 1993 Stock Option Plan, as amended and the 1995 Director Stock
Plan (collectively, the "Plans").
In this connection, we have examined:
a. the amended and restated articles of incorporation, by-laws and
organizational documents of the Company;
b. certain resolutions adopted by the Company's Board of Directors;
c. the Registration Statement;
d. the Plans; and
e. such other documents as we have deemed relevant for the purpose
of rendering the opinions set forth herein.
We have assumed the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents submitted
to us as copies.
<PAGE>
Coffield Ungaretti & Harris
May 31, 1996
Page 2
Based upon the foregoing, we are of the opinion that the shares of
Common Stock being registered pursuant to the Registration Statement which to
date have been issued are, and the shares to be issued if and when issued under
the circumstances contemplated in the respective Plans will be, validly issued,
fully paid and nonassessable.
We are members of the Bar of the State of Maryland and our opinion is
limited to the laws of the State of Maryland.
Very truly yours,
GORDON, FEINBLATT, ROTHMAN
HOFFBERGER & HOLLANDER, LLC
<PAGE>
EXHIBIT 10.5
Second Amendment
CenterPoint Properties Corporation
1993 Stock Option Plan
The CenterPoint Properties 1993 Stock Option Plan (the "Plan") is hereby amended
to increase the number of authorized shares under the Plan from 750,000 to
1,500,000 and to increase the number of shares which may be issued to any one
individual from 300,000 to 500,000.
ARTICLE 1
Section 4.1 of the Plan is hereby amended in its entirety to henceforth read as
follows:
4.1 LIMITATION. Subject to adjustments authorized by Article 8.1 hereof,
no more than 1,500,000 shares of Common Stock (the "Reserved Shares")
may be issued pursuant to the Plan. No more than 500,000 shares may
be granted to any one individual.
ARTICLE 2
This amendment is effective as of the date adopted by the Board, subject to
approval by the shareholders of CenterPoint Properties Corporation.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 and S-3 of our reports dated March 8, 1996 on our audits of the
consolidated financial statements and financial statement schedules of
CenterPoint Properties Corporation and Subsidiaries as of December 31, 1995 and
1994 and for each of the three years in the period ended December 31, 1995,
which report is included in the Annual report on Form 10-K. We also consent to
the reference to our firm under the caption "Experts".
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
May 30, 1996
