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As filed with the Securities and Exchange Commission on October 15, 1997
Registration No. 333-34687
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 AND S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CENTERPOINT PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 36-3910279*
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
401 NORTH MICHIGAN AVENUE
30TH FLOOR
CHICAGO, ILLINOIS 60611
(312) 346-5600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JOHN S. GATES, JR.
PRESIDENT
CENTERPOINT PROPERTIES TRUST
401 NORTH MICHIGAN AVENUE, 30TH FLOOR
CHICAGO, ILLINOIS 60611
(312) 346-5600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES OF ALL COMMUNICATIONS, INCLUDING COPIES OF COMMUNICATIONS
SENT TO AGENT FOR SERVICE, SHOULD ALSO BE SENT TO:
RICHARD A. UNGARETTI, ESQ.
JAMES T. EASTERLING, ESQ.
Ungaretti & Harris
Three First National Plaza, Suite 3500
Chicago, Illinois 60602
(312) 977-4400
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*I.R.S. Employer Identification Number of CenterPoint Properties Corporation,
the predecessor to the Registrant prior to the reorganization described herein.
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EXPLANATORY NOTE
Effective October 15, 1997, CenterPoint Properties Trust, a Maryland real
estate investment trust (the "Trust"), became the successor issuer to the common
stock, par value $0.001 per share (the "Company Common Stock"), of CenterPoint
Properties Corporation, a Maryland corporation (the "Company"). On that date,
the Company merged with and into the Trust (the "Merger"), each issued and
outstanding share of Company Common Stock was converted into one common share of
beneficial interest of the Trust, the separate existence of the Company ceased
and the Trust became the survivng entity in the Merger, succeeding to all of the
rights, powers and property of the Company and assuming all of the liabilities,
debts and obligations of the Company.
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the
"Securities Act"), the Trust, as the successor issuer to the Company, hereby
adopts the Company's Registration Statement on Form S-8 and Form S-3 (Commission
File No. 333-34687) as its own Registration Statement for all purposes of the
Securities Act and the Securities Exchange Act of 1934, as amended.
This Post-Effective Amendment No. 1 hereby incorporates by reference the
Proxy Statement/Prospectus of the Company and the Trust contained in
Registration Statement No. 333-33515, as amended, which sets forth additional
information necessary to reflect any material changes made in connection with or
resulting from the Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No.1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Chicago, State of Illinois on the 15th day of October, 1997.
CENTERPOINT PROPERTIES TRUST,
a Maryland real estate investment trust
By: /s/ John S. Gates, Jr.
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John S. Gates, Jr., President and
Chief Executive Officer
By: /s/ Paul S. Fisher
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Paul S. Fisher, Executive Vice President
and Chief Financial Officer
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Act of 1933, this Post-
effective Amendent No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Name and Title Date
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/s/ Paul S. Fisher* Martin Barber, Chairman and Trustee October 15, 1997
- ----------------------
/s/ John S. Gates, Jr. John S. Gates, Jr., President, Chief October 15, 1997
- ---------------------- Executive Officer and Trustee
/s/ Paul S. Fisher* Robert L. Stovall, Vice Chairman October 15, 1997
- ---------------------- and Trustee
/s/ Paul S. Fisher* Nicholas C. Babson, October 15, 1997
- ---------------------- Independent Trustee
/s/ Paul S. Fisher* Alan D. Feld, October 15, 1997
- ---------------------- Independent Trustee
/s/ Paul S. Fisher* John J. Kinsella, October 15, 1997
- ---------------------- Independent Trustee
/s/ Paul S. Fisher* Thomas E. Robinson, October 15, 1997
- ---------------------- Independent Trustee
*As their Attorney-in-Fact.
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INDEX TO EXHIBITS
Exhibit No. Description
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*2.1 Plan of Reorganization by and between CenterPoint Properties
Trust (the "Trust") and CenterPoint Properties Corporation,
of which the Trust is the successor entity (the "Company")
*4.1 Declaration of Trust of the Trust
*4.2 By-laws of the Trust
**4.3 Form of Indenture
*4.4 Form of First Supplemental Indenture
5.1 Opinion Letter of Ungaretti & Harris regarding the validity
of the securities being registered
23.1 Consent of Ungaretti & Harris (included as part of Exhibit
5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
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*Incorporated by reference from the Registrant's Registration
Statement on Form S-4 (File No. 333-33515).
**Incorporated by reference from the Registration Statement on Form
S-11 filed by the Company (File No. 33-69710).
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UNGARETTI & HARRIS
3500 THREE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60602
TELEPHONE: 312.977.4400
FAX: 312.977.4405
October 15, 1997
CenterPoint Properties Trust
401 North Michigan Avenue
Suite 3000
Chicago, Illinois 60611
Ladies and Gentlemen:
We have acted as counsel to CenterPoint Properties Trust, a Maryland real estate
investment trust (the "Trust"), in connection with the preparation of a
Registration Statement on Form S-8 and S-3 of the Trust filed with the
Securities and Exchange Commission (the "Commission") on August 29, 1997 (the
"Registration Statement"), as amended by Post-Effective Amendment No. 1 filed
with the Commission on the date hereof (the "Amendment"), relating to the
registration of 174,060 common shares of beneficial interest in the Trust, $.001
par value per share (the "Common Shares").
In this regard, we have examined:
a. the declaration of trust, by-laws and organizational documents of the
Trust;
b. certain resolutions adopted by the Trust's Board of Trustees;
c. the Registration Statement;
d. the Amendment; 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 Trust and by
governmental authorities.
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.
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CenterPoint Properties Trust
October 15, 1997
Page -2-
Based upon the foregoing, we are of the opinion that the Common Shares
registered pursuant to the Registration Statement, as amended by the Amendment,
if and when issued under the circumstances contemplated by the Registration
Statement, 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 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 the date hereof 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 Amendment. 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,
/s/ UNGARETTI & HARRIS
UNGARETTI & HARRIS
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LAW OFFICES
GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC
233 EAST REDWOOD STREET
BALTIMORE, MARYLAND 21202-3332
410.576.4000
TELEX: 908041 BAL
FAX: 410.576.4242
October 15, 1997
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 Trust, a Maryland
real estate investment trust (the "Trust"), in connection with the preparation
of a Registration Statement on Form S-8 and S-3 of the Trust filed with the
Securities and Exchange Commission (the "Commission") on August 29, 1997 (the
"Registration Statement"), as amended by Post-Effective Amendment No. 1 filed
with the Commission on the date hereof (the "Amendment"), relating to the
registration of 174,060 common shares of beneficial interest in the Trust, $.001
par value per share (the "Common Shares").
In this connection, we have examined:
a. the declaration of trust, by-laws and organizational documents of the
Trust;
b. certain resolutions adopted by the Trust's Board of Trustees;
c. the Registration Statement;
d. the Amendment; 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.
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Ungaretti & Harris
October 15, 1997
Page -2-
Based upon the foregoing, we are of the opinion that the Common Shares
registered pursuant to the Registration Statement, as amended by the Amendment,
if and when issued under the circumstances contemplated by the Registration
Statement, 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
BY:/s/ EDWARD E. OBSTLER
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EDWARD E. OBSTLER, MEMBER
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in post-effective amendment
No. 1 to registration statement on Form S-8 and S-3 (Registration No. 333-34687)
of our report dated February 13, 1997, except for Notes 17 and 18, as to which
the date is March 6, 1997 on our audits of the consolidated financial statements
and financial statement schedules of CenterPoint Properties Corporation and
Subsidiaries as of December 31, 1996 and 1995 and for each of the three years in
the period ended December 31, 1996, 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
October 15, 1997
