<PAGE>
As filed with the Securities and Exchange Commission on October 14, 1997
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________________
CENTERPOINT PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 36-3910279*
(State or other jurisdiction of (I.R.S. Employer
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)
______________________
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
______________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, please
check the following and list the Securities Act registration statement number of
the earlier registration statement for the same offering. /X/ 333-33515
-------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AMOUNT PROPOSED
TITLE OF EACH CLASS OF SECURITIES TO BE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Shares of Beneficial
Interest, $.001 par value per share 16,751,556 (1) $33.00 $167,515.56
Common Shares of Beneficial
Interest, $.001 par value per share 20,000 $36.16 (2) $219.15
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
(1) Previously registered on August 13, 1997 under Registration Statement No.
333-33515. Registration fee of $167,515.56 previously paid in conjunction
therewith.
(2) Based upon the average of the high and low sales prices for shares of
beneficial interest of CenterPoint Properties Corporation, a Maryland
corporation, as reported on the New York Stock Exchange on October 10, 1997
and estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933, as amended.
* I.R.S. Employer Indemnification Number of CenterPoint Properties
Corporation, the predecessor to the Registrant prior to the reorganization
described in Registration Statement No. 333-33515.
<PAGE>
This Registration Statement covers an additional 20,000 Common Shares of
Beneficial Interest, par value $.001 per share (the "Common Shares"), of
CenterPoint Properties Trust, a Maryland real estate investment trust (the
"Trust"), offered in the same offering as Common Shares previously registered on
Registration Statement No. 333-33515. The Trust hereby incorporates by
reference the information contained in its Registration Statement No. 333-33515,
as amended, except for the facing page information contained herein.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 14th day of October, 1997.
CENTERPOINT PROPERTIES TRUST
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 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. and Paul S. Fisher, or either 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 pre-effective and post-effective amendments.
Signature Name and Title Date
--------------- ----
/s/ Martin Barber Martin Barber, Chairman and October 14, 1997
- ---------------------- Trustee
/s/ John S. Gates, Jr. John S. Gates, Jr., President, Chief October 14, 1997
- ---------------------- Executive Officer and Trustee
/s/ Robert L. Stovall Robert L. Stovall, Vice Chairman October 14, 1997
- ---------------------- and Trustee
/s/ Nicholas C. Babson Nicholas C. Babson, October 14, 1997
- ---------------------- Independent Trustee
/s/ Alan D. Feld Alan D. Feld, October 14, 1997
- ---------------------- Independent Trustee
John J. Kinsella,
- ---------------------- Independent Trustee
/s/ Thomas E. Robinson Thomas E. Robinson, October 14, 1997
- ---------------------- Independent Trustee
-3-
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
- ------- ------------
5 Opinion of Ungaretti & Harris regarding the validity of the securities
being registered and certain other matters
8 Opinion of Ungaretti & Harris regarding certain tax matters
23.1 Consent of Ungaretti & Harris (included as part of Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
-4-
<PAGE>
EXHIBIT 5
[LETTERHEAD]
VIA EDGAR
October 14, 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-4 of the Trust filed with the Securities
and Exchange Commission (the "Commission") on October 14, 1997 (the
"Registration Statement"), relating to the registration of 20,000 common
shares of beneficial interest in the Trust, $.001 par value per share (the
"Common Shares"), offered in the same offering as common shares previously
registered on Registration Statement No. 333-33515 (the "Initial Registration
Statement") and incorporating by reference the information contained in the
Initial Registration Statement.
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 and the Initial Registration Statement; and
d. 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.
<PAGE>
CenterPoint Properties Trust
October 14, 1997
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 Common Shares being
registered pursuant to the Registration Statement, 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 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,
/s/ Ungaretti & Harris
- ----------------------
Ungaretti & Harris
<PAGE>
[LETTERHEAD]
October 13, 1997
Ungaretti & Harris
3500 Three First National Plaza
Chicago, Illinois 60602-4282
Re: CenterPoint Properties Trust
Form S-4
Ladies and Gentlemen:
We have acted as special Maryland counsel to your firm in connection with
your opinion 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-4 of the Trust filed with the Securities
and Exchange Commission (the "Commission") on October 13, 1997 (the
"Registration Statement"), relating to the registration of 20,000 common
shares of beneficial interest in the Trust, $.001 par value per share (the
"Common Shares"), offered in the same offering as common shares previously
registered on Registration Statement No. 333-33515 (the "Initial Registration
Statement") and incorporating by reference the information contained in the
Initial Registration Statement.
In this connection, we have examined:
a. the Declaration of Trust of the Trust;
b. the by-laws of the Trust;
c. certain resolutions adopted by the Trust's Board of
Trustees; and
d. the Registration Statement and the Initial Registration
Statement.
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>
Ungaretti & Harris
October 13, 1997
Page 2
Based upon the foregoing, we are of the opinion that the Common Shares
being registered pursuant to the Registration Statement, 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 we express no
opinion regarding the laws of any other jurisdiction.
Very truly yours,
GORDON, FEINBLATT, ROTHMAN
HOFFBERGER & HOLLANDER, LLC
By: /s/ Edward E. Obstler
--------------------------
Edward E. Obstler, Member
<PAGE>
EXHIBIT 8
[LETTERHEAD]
VIA EDGAR
October 14, 1997
CenterPoint Properties Trust
401 North Michigan Avenue
Chicago, Illinois 60611
Re: Tax Consequences of Merger
Ladies and Gentlemen:
You have requested our opinion concerning certain tax consequences of a
transaction (the "Merger") in which CenterPoint Properties Corporation, a
Maryland corporation (the "Company"), will merge with and into CenterPoint
Properties Trust, a Maryland real estate investment trust (the "Trust"), in
accordance with the Maryland General Corporation Law and Title 8 of the Maryland
Corporations and Associations Code. Assuming it receives the necessary approval
from the Company's stockholders, the Merger will occur in accordance with the
terms of a Plan of Reorganization (the "Plan of Reorganization") in the form
attached as an exhibit to the Trust's Registration Statement on Form S-4
registering an additional 20,000 common shares of beneficial interest (the
"Registration Statement"), offered in the same offering as common shares
previously registered on Registration Statement No. 333-33515. In accordance
with the Plan of Reorganization and applicable state law, the Merger will have
the following consequences:
- The Trust will be the surviving entity, and the separate existence of the
Company will terminate.
- Each outstanding share of Company Common Stock will be converted into one
Trust Share, and each outstanding share of Class B Common Stock of the
Company will be converted into one Class B Common Share of beneficial
interest in the Trust.
- The outstanding principal amount of the Company Debentures will be assumed
by the Trust and converted into the same principal amount of Trust
Debentures.
<PAGE>
CenterPoint Properties Trust
October 14, 1997
Page 2
- All properties, assets, liabilities and obligations of the Company will
become properties, assets, liabilities and obligations of the Trust.
The Merger will not alter the proportionate interests of stockholders in the
assets or earnings and profits of the Company. The Trust will carry on the same
trade or business, with the same assets, as the Trust prior to the Merger. Any
applicable elections and other federal income tax filings will be consistent
with the Trust's tax status as a real estate investment trust ("REIT").
Section 368(a)(1)(F) of the Internal Revenue Code of 1986 (the "Code") provides
that a "reorganization" includes a mere change in identity, form, or place of
organization of one corporation, however effected (an "F reorganization"). In
Revenue Ruling 67-376, the Internal Revenue Service (the "IRS") held that an F
reorganization occurred when a domestic trust qualifying as an association
taxable as a corporation acquired all the assets of a corporation, subject to
all its liabilities, in exchange for transferable certificates of beneficial
interest in the trust which were distributed to the corporation's shareholders
in exchange for their stock. In addition, the IRS ruled in Revenue Ruling 71-218
that for purposes of determining whether a corporation that converts to a trust
in an F reorganization qualifies as a REIT for the taxable year in which the
conversion takes place, the taxable year of the corporation does not end on the
date of the reorganization. Based on these rulings and other applicable
authorities, it is our opinion that:
- The merger will qualify as an F reorganization. As a consequence of such
treatment, no gain or loss will be recognized by the Company, the Trust or
the shareholders in connection with the exchange of shares of stock in the
Company for shares of beneficial interest in the Trust. Stockholders will
receive shares of beneficial interest in the Trust with the same basis and
holding period for federal income tax purposes as the shares of stock
surrendered in the exchange. The Trust will succeed to the basis and
holding period of the Company with respect to assets the Trust receives in
the Merger.
- The Merger will not adversely affect the Company's continued qualification
as a REIT. For federal income tax reporting purposes, the Trust will be
considered the same entity as the Company.
We consent to the use of the opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Ungaretti & Harris
- ----------------------
Ungaretti & Harris
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in registration statement on
Form S-4 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.
[SIG]
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
October 8, 1997
