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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
_________________________
CENTERPOINT PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 36-3910279*
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
401 NORTH MICHIGAN AVENUE
30TH FLOOR
CHICAGO, ILLINOIS 60611
(Address of principal executive offices, including 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
8.48% Series A Cumulative Redeemable Preferred New York Stock Exchange
- ---------------------------------------------- -----------------------
Shares of Beneficial Interest, par value $.001 per Share
- --------------------------------------------------------
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ x ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-18235 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of Class)
None
- --------------------------------------------------------------------------------
(Title of Class)
_______________________________
* I.R.S. Employer Identification Number of CenterPoint Properties
Corporation, of which the Registrant is the successor entity.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the 8.48% Series A Cumulative Redeemable Preferred
Shares of Beneficial Interest, par value $.001 per share, of the Registrant
is contained in a Rule 424(b) Prospectus Supplement, filed with the
Securities and Exchange Commission on October 28, 1997, relating to an
offering of such securities pursuant to the Registrant's Registration
Statement on Form S-3, File No. 333-18235, as amended by Post-Effective
Amendment No. 1 which became effective on October 23, 1997, which Prospectus
Supplement shall be deemed to be incorporated herein by reference for all
purposes.
ITEM 2. EXHIBITS.
The securities described herein are to be registered on the New York
Stock Exchange, on which other securities of the Registrant are currently
registered. Accordingly, the following exhibits, required in accordance with
Part I to the Instructions as to Exhibits on Form 8-A, are filed herewith or
have been duly filed with the New York Stock Exchange:
1. Articles Supplementary to the Declaration of Trust of the
Registrant establishing and fixing the rights and preferences of the
Series A Preferred Shares as filed with the Maryland Department of
Assessments and Taxation.
*2. Declaration of Trust of the Registrant
*3. By-laws of the Registrant
4. Form of certificate representing Series A Preferred Shares of
Beneficial Interest in the Registrant
___________________
* Incorporated by reference from the Registrant's Registration Statement
on Form S-4 (File No. 333-33515).
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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, thereunto duly authorized.
CENTERPOINT PROPERTIES TRUST
By: /s/ John S. Gates, Jr.
---------------------------------
John S. Gates, Jr., President and
Dated: November 4, 1997 Chief Executive Officer
II-2
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INDEX TO EXHIBITS
1 Articles Supplementary to the Declaration of Trust of the Registrant
establishing and fixing the rights and preferences of the Series A
Preferred Shares as filed with the Maryland Department of Assessments
and Taxation
*2. Declaration of Trust of the Registrant
*3. By-laws of the Registrant
4. Form of certificate representing Series A Preferred Shares of
beneficial interest in the Registrant
_________________________
* Incorporated by reference from the Registrant's Registration Statement
on Form S-4 (File No. 333-33515).
II-3
<PAGE>
CENTERPOINT PROPERTIES TRUST
ARTICLES SUPPLEMENTARY
ESTABLISHING AND FIXING THE RIGHTS AND
PREFERENCES OF A SERIES OF PREFERRED SHARES OF BENEFICIAL
INTEREST
CenterPoint Properties Trust, a Maryland real estate investment trust
(the "Company"), certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: Pursuant to the authority vested in the Board of Trustees of the
Company (the "Board of Trustees") by Section 2.3 of the Company's Declaration
of Trust (the "Declaration of Trust") and by Section 8-203 of the Maryland
General Corporation Law, the Board of Trustees, by duly adopted resolution
dated October 27, 1997, has duly designated 3,000,000 shares of the
10,000,000 authorized Series Preferred Shares of beneficial interest in the
Company as a series designated the "8.48% Series A Cumulative Redeemable
Preferred Shares of Beneficial Interest" which shall possess the preferences,
rights, restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption of shares as set forth in these Articles
Supplementary:
(1) DESIGNATION AND NUMBER. A series of the Series Preferred Shares in
the Company (the "Preferred Shares") designated the "8.48% Series A
Cumulative Redeemable Preferred Shares of Beneficial Interest" (the "Series A
Preferred"), par value $0.001 per share, is hereby established. The number of
shares of the Series A Preferred shall be 3,000,000.
(2) RANK. The Series A Preferred will, with respect to dividend rights
and rights upon liquidation, dissolution or winding up of the Company, rank
(a) senior to all classes or series of common shares of beneficial interest
of the Company (the "Common Shares") and to all equity securities ranking
junior to such Series A Preferred; (b) on a parity with all equity securities
issued by the Company the terms of which specifically provide that such
equity securities rank on a parity with the Series A Preferred; and (c)
junior to all equity securities issued in accordance with Section 6(d) below
by the Company the terms of which specifically provide that such equity
securities rank senior to the Series A Preferred. The term "equity
securities" shall not include convertible debt securities.
(3) DIVIDENDS.
(a) Holders of the Shares of Series A Preferred shall be entitled
to receive, when and as authorized by the Board of Trustees, out of funds
legally available for the payment of dividends, cumulative preferential cash
dividends at the rate of 8.48% per annum of the $25.00 liquidation preference
(equivalent to a fixed annual amount of $2.12 per share.) Such dividends
shall be cumulative from the first date on which any Series A Preferred is
issued and shall be payable quarterly in arrears on or before the thirtieth
(30th) day of January, April, July, and October of each year or, if any such
date is not a business day (as defined herein), the next succeeding business
day (each, a "Dividend Payment Date"). The first dividend, which will be
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payable on January 30, 1998, will be for less than a full quarter. Such
dividend and any dividend payable on the Series A Preferred for any partial
dividend period will be computed on the basis of a 360-day year consisting of
twelve 30-day months. Dividends will be payable to holders of record as they
appear in the share records of the Company at the close of business on the
applicable record date, which shall be the fifteenth (15th) day of the
calendar month in which the applicable Dividend Payment Date falls or such
other date designated by the Board of Trustees of the Company for the payment
of dividends that is not more than thirty (30) nor less than ten (10) days
prior to such Dividend Payment Date (each, a "Dividend Record Date"). As used
herein, the term "business day" shall mean any day other than a Saturday,
Sunday, or a day on which banking institutions in the state of New York are
authorized or obligated by law or executive order to close.
(b) No dividends on shares of Series A Preferred shall be
authorized by the Board of Trustees of the Company or paid or set apart for
payment by the Company at such time as the terms and provisions of any
agreement of the Company, including any agreement relating to its
indebtedness, prohibits such authorization, payment or setting apart for
payment or provides that such authorization, payment or setting apart for
payment would constitute a breach thereof or a default thereunder, or if
such authorization or payment shall be restricted or prohibited by law.
(c) Notwithstanding the foregoing, dividends on the Series A
Preferred will accrue whether or not the terms and provisions set forth in
Section 3(b) hereof at any time prohibit the current payment of dividends,
whether or not the Company has earnings, whether or not there are funds
legally available for the payment of such dividends and whether or not such
dividends are authorized. Accrued but unpaid dividends on the Series A
Preferred will accumulate as of the Dividend Payment Date on which they first
become payable.
(d) Except as provided in Section 3(e) below, no dividends (other
than a dividend of the Common Shares or in any other shares of beneficial
interest ranking junior to the Series A Preferred as to dividends and upon
liquidation) shall be authorized or paid or set apart for payment, nor shall
any other distribution be authorized or made, upon the Common Shares, or any
other shares of beneficial interest of the Company ranking junior to or on a
parity with the Series A Preferred as to dividends or upon liquidation, for
any period unless full cumulative dividends for all past dividend periods and
the then current dividend period have been or contemporaneously are (i)
authorized and paid or (ii) authorized and a sum sufficient for the payment
thereof is set apart for such payment on the Series A Preferred.
(e) When dividends are not paid in full (or a sum sufficient for
such full payment is not so set apart) upon the Series A Preferred and the
shares of any other series of Preferred Shares ranking on a parity as to
dividends with the Series A Preferred, all dividends authorized upon the
Series A Preferred and any other series of Preferred Shares ranking on a
parity as to dividends with the Series A Preferred shall be authorized pro
rata so that the amount of dividends authorized per share of Series A
Preferred and such other series of Preferred Shares shall in all cases bear
to each other the same ratio that accrued dividends per share on the Series A
Preferred and such other series of Preferred Shares (which shall not include
any accrual in
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respect of unpaid dividends on such other series of Preferred Shares for
prior dividend periods if such other series of Preferred Shares does not have
a cumulative dividend) bear to each other. No interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment or
payments on Series A Preferred which may be in arrears.
(f) Except as provided in the immediately preceding paragraph,
unless full cumulative dividends on the Series A Preferred have been or
contemporaneously are authorized and paid or declared and a sum sufficient
for the payment thereof is set apart for payment for all past dividend
periods and the then current dividend period, no Common Shares, or any other
shares of beneficial interest of the Company (except by conversion into or
exchange for other shares of beneficial interest of the Company) ranking
junior to or on a parity with the Series A Preferred as to dividends or upon
liquidation, shall be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any such shares) by the Company ranking junior to the
Series A Preferred as to dividends and upon liquidation, and except as set
forth in Section 5(e) below).
(g) Holders of the Series A Preferred shall not be entitled to
any dividend, whether payable in cash, property or shares of beneficial
interest in excess of full cumulative dividends on the Series A Preferred as
described above. Any dividend payment made on shares of the Series A
Preferred shall first be credited against the earliest accrued but unpaid
dividend due with respect to such shares which remains payable.
(h) If, for any taxable year, the Company elects to designate as
"capital gain dividends" (as defined in Section 857 of the Internal Revenue
Code of 1986, as amended (the "Code")) any portion (the "Capital Gains
Amount") of the dividends (within the meaning of the Code) paid or made
available for the year to holders of all classes of shares of beneficial
interest in the Company (the "Total of Dividends"), then the portion of the
Capital Gains Amount that will be allocable to the holders of the Series A
Preferred will be the Capital Gains Amount multiplied by a fraction, the
numerator of which will be the total dividends (within the meaning of the
Code) paid or made available to the holders of the Series A Preferred for the
year and the denominator of which shall be the Total Dividends.
(4) LIQUIDATION PREFERENCE.
(a) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Company, the holders of shares of Series A
Preferred then outstanding are entitled to be paid out of the assets of the
Company legally available for distribution to its shareholders a liquidation
preference of $25.00 per share, plus an amount equal to any accrued and
unpaid dividends to the date of payment (whether or not declared), before any
distribution of assets is made to holders of Common Shares or any other class
or series of shares of beneficial interest of the Company that ranks junior
to the Series A Preferred as to liquidation rights.
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(b) In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of the Company
are insufficient to pay the amount of the liquidating distributions on all
outstanding shares of Series A Preferred and the corresponding amounts
payable on all shares of other classes or series of shares of beneficial
interest of the Company ranking on a parity with the Series A Preferred in
the distribution of assets, then the holders of the Series A Preferred and
all other such classes or series of shares of beneficial interest shall share
ratably in any such distribution of assets in proportion to the full
liquidating distributions to which they would otherwise be respectively
entitled.
(c) Written notice of any such liquidation, dissolution or winding
up of the Company, stating the payment date or dates when, and the place or
places where, the amounts distributable in such circumstances shall be
payable, shall be given by first class mail, postage pre-paid, not less than
thirty (30) nor more than sixty (60) days prior to the payment date stated
therein, to each record holder of the Series A Preferred at the respective
addresses of such holders as the same shall appear on the share transfer
records of the Company.
(d) After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series A Preferred
will have no right or claim to any of the remaining assets of the Company.
(e) The consolidation or merger of the Company with or into any
other corporation, trust or entity or of any other corporation, trust or
other entity with or into the Company or the sale, lease or conveyance of all
or substantially all of the property or business of the Company shall not be
deemed to constitute a liquidation, dissolution or winding up of the Company.
(5) REDEMPTION
(a) RIGHT OF OPTIONAL REDEMPTION. The Series A Preferred is not
redeemable prior to October 30, 2002. However, in order to ensure that the
Company remains a qualified real estate investment trust ("REIT") for federal
income tax purposes, the Series A Preferred shall be subject to the
provisions of Article IV of the Declaration of Trust pursuant to which Series
A Preferred owned by a shareholder in excess of the Ownership Limit (as
defined in the Declaration of Trust) will constitute Excess Shares (as
defined in the Declaration of Trust) and the Company will have the right to
purchase Excess Shares from the holder. On and after October 30, 2002, the
Company, at its option and upon not less than thirty (30) nor more than sixty
(60) days' written notice, may redeem shares of the Series A Preferred, in
whole or in part, at any time or from time to time, for cash at a redemption
price of $25.00 per share, plus all accrued and unpaid dividends thereon to
the date fixed for redemption, without interest. If less than all of the
outstanding shares of Series A Preferred are to be redeemed, the Series A
Preferred to be redeemed shall be redeemed pro rata (as nearly as may
practicable without creating fractional shares) or by any other equitable
method determined by the Company.
4
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(b) LIMITATIONS OF REDEMPTION.
(i) The redemption price of the Series A Preferred (other than the
portion thereof consisting of accrued and unpaid dividends) is payable solely
out of the sale proceeds of other shares of beneficial interest of the
Company, which may include other series of Preferred Shares, and from no
other source. For purposes of the preceding sentence, "shares of beneficial
interest" means any equity securities (including Common Shares and Preferred
Shares), shares, participation or other ownership interests (however
designated) and any rights (other than debt securities convertible into or
exchangeable for equity securities) or options to purchase any of the
foregoing.
(ii) Unless full cumulative dividends on all shares of Series A
Preferred shall have been or contemporaneously are authorized and paid or
authorized and a sum sufficient for the payment thereof is set apart for
payment for all past dividend periods and the then current dividend period,
no shares of Series A Preferred shall be redeemed unless all outstanding
shares of Series A Preferred are simultaneously redeemed, and the Company
shall not purchase or otherwise acquire directly or indirectly any shares of
Series A Preferred (except by exchange for shares of beneficial interest of
the Company ranking junior to the Series A Preferred as to dividends and upon
liquidation); provided, however, that the foregoing shall not prevent the
purchase by the Company of Excess Shares in order to ensure that the Company
remains qualified as a REIT for federal income tax purposes or the purchase
or acquisition of shares of Series A Preferred pursuant to a purchase or
exchange offer made on the same terms to holders of all outstanding shares of
Series A Preferred.
(c) RIGHTS TO DIVIDENDS ON SHARES CALLED FOR REDEMPTION. Immediately
prior to any redemption of Series A Preferred, the Company shall pay, in
cash, any accumulated and unpaid dividends through the redemption date,
unless a redemption date falls after a Dividend Record Date and prior to the
corresponding Dividend Payment Date, in which case each holder of Series A
Preferred at the close of business on such Dividend Record Date shall be
entitled to the dividend payable on such shares on the corresponding Dividend
Payment Date notwithstanding the redemption of such shares before such
Dividend Payment Date. Except as provided above, the Company will make no
payment or allowance for unpaid dividends, whether or not in arrears, on
Series A Preferred for which a notice of redemption has been given.
(d) PROCEDURES FOR REDEMPTION.
(i) Notice of redemption will be given by publication in a newspaper
of general circulation in the City of New York, such publication to be made
once a week for two successive weeks commencing not less than thirty (30) nor
more than sixty (60) days prior to the redemption date. A similar notice will
be mailed by the Company, postage prepaid, not less than thirty (30) nor more
than sixty (60) days prior to the redemption date, addressed to the
respective holders of record of the Series A Preferred to be redeemed at
their respective addresses as they appear on the share transfer records of
the Company. No failure to give such notice or any defect thereto or in the
mailing thereof shall affect the validity of the proceedings for the
redemption of
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any shares of Series A Preferred except as to the holder(s) to whom notice
was defective or not given.
(ii) In addition to any information required by law or by the
applicable rules of any exchange upon which Series A Preferred may be listed
or admitted to trading, such notice shall state: (A) the redemption date; (B)
the redemption price; (C) the number of shares of Series A Preferred to be
redeemed; (D) the place or places where the Series A Preferred is to be
surrendered for payment of the redemption price; and (E) that dividends on
the shares to be redeemed will cease to accrue on such redemption date. If
less than all of the Series A Preferred held by any holder is to be redeemed,
the notice mailed to such holder shall also specify the number of shares of
Series A Preferred held by such holder to be redeemed.
(iii) If notice of redemption of any shares of Series A Preferred
has been given and if the funds necessary for such redemption have been set
aside by the Company in trust for the benefit of the holders of any shares of
Series A Preferred so called for redemption, then from and after the
redemption date dividends shall cease to accrue on such shares of Series A
Preferred, such shares of Series A Preferred shall no longer be deemed
outstanding and all rights of the holders of such shares shall terminate,
except the right to receive the redemption price. Holders of Series A
Preferred to be redeemed shall surrender such Series A Preferred at the place
designated in such notice and, upon surrender in accordance with said notice
of the certificates for shares of Series A Preferred so redeemed (properly
endorsed or assigned for transfer, if the Company shall so require and the
notice shall so state), such shares of Series A Preferred shall be redeemed
by the Company at the redemption price plus any accrued and unpaid dividends
payable upon such redemption. In case less than all the shares of Series A
Preferred represented by any such certificate are redeemed, a new certificate
or certificates representing the unredeemed shares of Series A Preferred
shall be issued without cost to the holder thereof.
(e) APPLICATION OF ARTICLE IV. The shares of Series A Preferred are
subject to the provisions of Article IV of the Declaration of Trust,
including, without limitation, the provision for the redemption of Excess
Shares. Shares of Series A Preferred which constitute Excess shares pursuant
to the Declaration of Trust shall be deemed to have been offered for sale to
the Company, which offer may be accepted for the period of time set forth in
the Declaration of Trust, at a redemption price per share equal to the lesser
of (i) the price per share in the transaction that created such Excess Shares
(or, in the case of a devise or gift, the Market Price (as defined in the
Declaration of Trust) at the time of such devise or gift) and (ii) the Market
Price of the Series A Preferred on the date the Company, or its designee,
accepts such offer. If less than all of the outstanding Series A Preferred is
to be redeemed, the Series A Preferred to be redeemed shall be selected pro
rata (as nearly as may be practicable without creating fractional shares) or
by any other equitable method determined by the Company.
(f) STATUS OF REDEEMED SHARES. Any shares of Series A Preferred that
shall at any time have been redeemed shall, after such redemption, have the
status of authorized but unissued Preferred Shares, without designation as to
series until such shares are once more designated as part of a particular
series by the Board of Trustees.
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(6) VOTING RIGHTS.
(a) Holders of the Series A Preferred will not have any voting
rights, except as set forth below.
(b) Whenever dividends on any shares of Series A Preferred shall be
in arrears for six or more consecutive or non-consecutive quarterly periods
(a "Preferred Dividend Default"), the holders of such shares of Series A
Preferred (voting separately as a class with all other series of Preferred
Shares ranking on a parity with the Series A Preferred as to dividends or on
liquidation ("Parity Preferred") upon which like voting rights have been
conferred and are exercisable) will be entitled to vote for the election of a
total of two additional trustees of the Company (the "Preferred Shares
Trustees") at a special meeting called by the holders of record of at least
twenty percent (20%) of the outstanding shares of Series A Preferred or the
holders of shares of any other series of Parity Preferred so in arrears
(unless such request is received less than ninety (90) days before the date
fixed for the next annual or special meeting of shareholders) or at the next
annual meeting of shareholders, and at each subsequent annual meeting until
all dividends accumulated on such shares of Series A Preferred for the past
dividend periods and the accrued dividend for the then current dividend
period shall have been fully paid or authorized and a sum sufficient for the
payment thereof set aside for payment in full.
(c) If and when all accumulated dividends and the accrued dividend
for the then current dividend period on the Series A Preferred shall have
been paid in full or set aside for payment in full, the holders of shares of
Series A Preferred shall be divested of the voting rights set forth in
Section 6(b) hereof (subject to revesting in the event of each and every
subsequent Preferred Dividend Default) and, if all accumulated dividends and
the accrued dividend for the then current dividend period have been paid in
full or set aside for payment in full on all other series of parity Preferred
upon which like voting rights have been conferred and are exercisable, the
term of office of each Preferred Shares Trustee so elected shall terminate.
Any preferred Shares Trustee may be removed at any time with or without cause
by the affirmative vote of, and shall not be removed otherwise than by the
affirmative vote of, the holders of record of the outstanding shares of the
Series A Preferred when they have the voting rights set forth in Section 6(b)
and the holders of record of any other series of Parity Preferred upon which
like voting rights have been conferred and are exercisable representing a
majority of such shares of Series A Preferred and other series of Parity
Preferred, if any, entitled to be voted on the matter, voting as a single
class. So long as a Preferred Dividend Default shall continue, any vacancy in
the office of a Preferred Shares Trustee may be filled by written consent of
the Preferred Shares Trustee remaining in office, or if none remains in
office, by the affirmative vote of the holders of record of the outstanding
shares of Series A Preferred when they have the voting rights set forth in
Section 6(b) and the holders of record of any other series of Parity
Preferred upon which like voting rights have been conferred and are
exercisable representing a majority of such shares of Series A Preferred and
other series of Parity Preferred, if any, entitled to be voted on the matter.
The Preferred Shares Trustees shall each be entitled to one vote per trustee
on any matter.
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(d) So long as any shares of Series A Preferred remain outstanding,
the Company shall not, without the affirmative vote of the holders of at
least two-thirds of the shares of the Series A Preferred outstanding at the
time:
(i) authorize or create, or increase the authorized or issued
amount of, any class or series of shares of beneficial interest ranking prior
to the Series A Preferred with respect to payment of dividends or the
distribution of assets upon liquidation, dissolution or winding up or
reclassify any authorized shares of beneficial interest of the Company into
any such shares, or create, authorize or issue any obligation or security
convertible into or evidencing the right to purchase any such shares;
(ii) amend, alter or repeal the provisions of these Articles,
whether by merger, consolidation or otherwise, so as to materially and
adversely affect any right, preference, privilege or voting power of the
Series A Preferred or the holders thereof; or
(iii) enter into a consolidation or merger in which another entity
is the surviving entity, unless the holders of the Series A Preferred receive
a preference security the rights, preferences, privileges and voting power of
which do not differ from those of the Series A Preferred in any manner which
is material and adverse to the holder of the Series A Preferred;
provided, however, that with respect to the occurrence of any event set forth
in (ii) or (iii) above, so long as the Series A Preferred remains outstanding
with the terms thereof materially unchanged, or the terms of the securities
issued in exchange for the Series A Preferred in the consolidation or merger
are not materially different from those of the Series A Preferred, the
occurrence of any such event shall not be deemed to materially and adversely
affect such rights, preferences, privileges or voting powers of the holders
of the Series A Preferred and provided further that any increase in the
amount of the authorized Preferred Shares or the creation or issuance of any
other series of Preferred Shares, or any increase in the amount of authorized
shares of such series, in each case ranking on a parity with or junior to the
Series A Preferred with respect to payment of dividends or the distribution
of assets upon liquidation, dissolution or winding up, shall not be deemed to
materially and adversely affect such rights, preferences, privileges or
voting powers.
(e) The foregoing voting provisions shall not apply if, at or prior
to the time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding shares of Series A Preferred
shall have been redeemed or called for redemption upon proper notice and
sufficient funds shall have been deposited in trust to effect such redemption.
(7) CONVERSION. The Series A Preferred is not convertible into or
exchangeable for any other property or securities of the Company, except that
the shares of Series A Preferred may be exchanged by the Company for Excess
Shares, in accordance with the Declaration of Trust.
SECOND: The shares have been classified and designated by the Board of
Trustees under the authority contained in the Declaration of Trust.
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THIRD: These Articles Supplementary have been approved by the Board of
Trustees in the manner and by the vote required by law.
FOURTH: These Articles Supplementary shall be effective at the time the
State Department of Assessments and Taxation of Maryland accepts these
Articles Supplementary for record.
FIFTH: The undersigned President of the Company acknowledges these
Articles Supplementary to be the act of the Company and, as to all matters or
facts required to be verified under oath, the undersigned President hereby
acknowledges that to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement
is made under the penalties for perjury.
IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to
be executed under seal in its name and on its behalf by its President and
attested to by its Secretary on this 4th day of November, 1997.
CENTERPOINT PROPERTIES TRUST
a Maryland real estate investment trust
[SEAL] /s/ John S. Gates, Jr.
---------------------------------
John S. Gates, Jr., President
ATTEST:
/s/ Paul S. Fisher
- -------------------------------
Paul S. Fisher, Secretary
9
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Series A Cumulative Redeemable
Preferred Shares of Beneficial Interest,
Par Value $.001 Per Shares
(Liquidation Preference Equal to
$25.00 Per Share)
- ---------- ----------
NUMBER SHARES
[LOGO]
CP
- ---------- ----------
CENTERPOINT PROPERTIES TRUST Organized under the laws of the
State of Maryland
THIS CERTIFIES THAT CUSIP 151895 20 8
See reverse for transfer
restrictions and certain
definitions
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE PREFERRED SHARES OF BENEFICIAL
INTEREST, PAR VALUE $.001 PER SHARE, OF,
CENTER POINT PROPERTIES TRUST TRANSFERABLE ON THE BOOKS OF THE
TRUST IN PERSON OR BY DULY AUTHORIZED ATTORNEY ON THE SURRENDER OF
THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE AND THE
SHARES REPRESENTED HEREBY ARE ISSUED AND SHALL BE HELD SUBJECT TO
ALL OF THE PROVISIONS OF THE DECLARATION OF TRUST OF THE TRUST, AS
THE SAME MAY BE AMENDED. THIS CERTIFICATE IS NOT VALID UNLESS
COUNTERSIGNED AND REGISTERED BY THE TRANSFER AGENT AND REGISTRAR.
WITNESS THE FACSIMILE SEAL OF THE TRUST AND THE FACSIMILE
SIGNATURES OF ITS DULY AUTHORIZED OFFICERS.
DATED:
(Trust Seal)
Secretary President
Countersigned and Registered.
FIRST CHICAGO TRUST COMPANY OF NEW YORK
Transfer Agent and Registrar
By:
Authorized Signature
<PAGE>
CENTERPOINT PROPERTIES TRUST
The securities represented by this certificate are subject to restrictions on
transfer for the purpose of the Trust's maintenance of its status as a real
estate investment trust under the Internal Revenue Code of 1986, as amended.
Except as otherwise provided pursuant to the Declaration of Trust of the
Trust, no person may Beneficially Own Common Shares and/or Preferred Shares
in excess of 9.8% (or such greater percentage as may be determined by the
Trustees of the Trust) of the number or value of the outstanding Equity
Shares of the Trust (unless such person is an Existing Holder). Any Person
who attempts or proposes to Beneficially Own Common Shares or Preferred
Shares in excess of the above limitation must notify the Trust in writing at
least 15 days prior to such proposed or attempted transfer. All capitalized
terms in this legend have the meanings defined in the Declaration of Trust of
the Trust, a copy of which, including the restrictions on transfer, will be
sent without charge to each shareholder who so requests. If the restrictions
on transfer are violated, the securities represented hereby will be
designated and treated as shares of Excess Shares which will be held in trust
by the Trust.
ON WRITTEN REQUEST TO THE TRANSFER AGENT, THE TRUST WILL FURNISH WITHOUT
CHARGE TO ANY SHAREHOLDER A COPY OF THE DECLARATION OF TRUST OF THE TRUST, AS
MAY BE AMENDED FROM TIME TO TIME, INCLUDING THE RESTRICTIONS ON OWNERSHIP AND
TRANSFER. IN ADDITION, THE TRUST WILL FURNISH WITHOUT CHARGE TO ANY
SHAREHOLDER, ON WRITTEN REQUEST TO THE TRANSFER AGENT, A FULL STATEMENT OF
(1) THE DESIGNATIONS AND PREFERENCES, CONVERSIONS AND OTHER RIGHTS, VOTING
POWERS, RESTRICTIONS, LIMITATIONS AS TO THE DIVIDENDS, QUALIFICATIONS, AND
TERMS AND CONDITIONS OF REDEMPTION OF THE SHARES OF EACH CLASS WHICH THE
TRUST IS AUTHORIZED TO ISSUE AND (2) THE AUTHORITY OF THE TRUSTEES TO ISSUE
ANY PREFERRED OR SPECIAL CLASS IN SERIES, THE DIFFERENCES IN THE RELATIVE
RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY
HAVE BEEN SET AND THE AUTHORITY OF THE TRUSTEES TO SET THE RELATIVE RIGHTS
AND PREFERENCES OF SUBSEQUENT SERIES.
The following abbreviations, when used in the inscription on the face of
the Certificate, shall be construed as through they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COM--as tenants in common UNIF GIFT MIN ACT________Custodian__________
TEN ENT--as tenants by the entireties (Cust) (Minor)
IN TEN --as joint tenants with right of survivorship under Uniform Gifts to Minors
and not as tenants in common Act _________________________
(State)
Additional abbreviations may also be used through not in the above list.
</TABLE>
ASSIGNMENT
For value received, __________________________, hereby sell, assign and
transfer unto
(Please insert U.S. social security number or other
identifying number of Assignee.)
- -----------------------
- -----------------------
- -------------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)
- -------------------------------------------------------------------------------
Shares of beneficial interest represented by the within Certificate, and so
hereby irrevocably constitute and appoint
- -----------------------------------------------------------------------Attorney,
to transfer the Shares on the books of the within-named Trust, with full
power of substitution in the premises.
Dated: Signature:
---------------------------- --------------------------------
NOTE: The signature to this
Assignment must correspond with
the name as written upon the
face of this Certificate in
every particular, without
alteration or enlargement or
any change whatever.
