<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
( ) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
(X) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported) : December 24, 1997
_____________________
Commission file number 1-12630
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 No.)
401 North Michigan Ave., Chicago, Illinois 60611
(Address of principal executive offices)
(312) 346-5600
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5: OTHER EVENTS
Since the filing of the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997, the Company acquired 5 industrial
properties from unrelated parties and one property from a related party
during the period October 25, 1997 through December 24, 1997, the closing
date of the last industrial property acquired. The 6 industrial properties
totaling an aggregate purchase price of approximately $47.4 million are
described below.
On November 21, 1997, the Company purchased a 910,760 square foot facility
for redevelopment, located in Niles, Illinois, from General Electric -England
for approximately $18 million.
On December 1, 1997, the Company purchased a 120,292 square foot fully leased
facility, located in Des Plaines, Illinois, from Arthur Rogers & Co. for
approximately $9.3 million.
On December 5, 1997, the Company purchased a 46,973 square foot fully leased
building, located in West Allis, Wisconsin, from Graybar Electric for
approximately $1.7 million.
On December 12, 1997, the Company purchased a 210,000 square foot fully
leased facility, located in Sturtevant, Wisconsin, from Warren Industries for
approximately $7.6 million.
On December 17, 1997, the Company purchased a 282,679 square foot fully
leased facility, located in Plainfield, Illinois, from Inland Real Estate
Group for approximately $ 6.1 million.
All of the above mentioned acquisitions were funded with advances on the
Company's line of credit with the First National Bank of Chicago and Lehman
Brothers Holdings as documentation agent.
On December 24, 1997, the Company purchased a 95,220 square foot fully leased
building, located in Des Plaines, Illinois, from Sherwin Limited Partnership,
in which one of the Company's Senior Officers and a Company Director were
limited partners, for approximately $4.7 million. This property was funded
from working capital.
<PAGE>
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
INDEX TO FINANCIAL INFORMATION
Page
(a) Financial Statements:
Combined Historical Statements of Revenue and Certain
Expenses for the 1997 Other Acquisitions - Unaudited............... 1
Combined Historical Statements of Revenues and Certain
Expenses for The Other Acquisition II Properties and Notes
thereto with Independent Accountant's report dated
January 30, 1998................................................... 2
(b) Pro Forma Financial Statements:
Pro Forma Balance Sheet as of September 30, 1997................... 7
Pro Forma Statement of Operations for the Nine Months
Ended September 30, 1997........................................... 8
Pro Forma Statement of Operations for the Year Ended
December 31, 1996.................................................. 9
Notes to the Pro Forma Financial Statements........................ 10
(c) Exhibits
EXHIBIT NUMBER DESCRIPTION
23 Consent of Coopers & Lybrand L.L.P.
Independent Accountants
<PAGE>
1997 OTHER ACQUISITIONS
COMBINED HISTORICAL STATEMENTS OF REVENUES
AND CERTAIN EXPENSES
(UNAUDITED)
The combined statements of revenues and certain expenses as shown below,
present the results of operations of 5 of the 21 properties acquired by the
Company during the period January 1, 1997 through December 24, 1997 (the
"1997 Other Acquisitions"). Four of the five properties were acquired from
unrelated third parties and include: 2301 North Route 30, Plainfield,
Illinois, 6755 S. Sayre, Bedford Park, Illinois, 1951 Landmeier Drive Elk
Grove Village, Illinois, and 1 Allsteel Drive, Montgomery, Illinois. The
fifth property, 1796 Sherwin, Des Plaines, Illinois, was acquired from a
related party. These statements are exclusive of 8 properties (The Sears
Property, The Bedford Park Properties and The Other Acquisition II
Properties) acquired by the Company, which have been audited and 8 properties
with no prior operating history.
The 1997 Other Acquisitions were acquired for an aggregate purchase price of
approximately $30.7 million, have an aggregate gross leasable area of
1,597,886 square feet and were 86% leased as of September 30, 1997.
COMBINED HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES - UNRELATED
THIRD PARTIES
<TABLE>
<CAPTION>
For the Nine Months Ended For the Year Ended
September 30, 1997 December 31, 1996
------------------ -----------------
(in thousands)
<S> <C> <C>
Revenues $ 2,679 $ 3,093
Operating expenses excluding
depreciation and amortization 768 758
------- -------
Revenue in excess of certain expenses $ 1,911 $ 2,335
------- -------
------- -------
</TABLE>
HISTORICAL STATEMENTS OF REVENUES AND CERTAIN EXPENSES - RELATED PARTIES (1)
<TABLE>
<CAPTION>
For the Nine For the Twelve For the Twelve
Months Ended For the Year Ended Months Ended Months Ended
September 30, 1997 December 31, 1996 May 31, 1996 May 31, 1995
------------------ ----------------- ------------ ------------
(in thousands)
<S> <C> <C> <C> <C>
Revenues $ 307 $ 409 $ 674 $ 806
Operating expenses excluding
depreciation and amortization 170 227 225 240
----- ----- ----- -----
Revenue in excess of certain expenses $ 137 $ 182 $ 449 $ 566
----- ----- ----- -----
----- ----- ----- -----
</TABLE>
(1) - The Company purchased the property from the Sherwin Limited Partnership,
which one of the Company's Senior Officers and one of the Company's
Directors were limited partners. The September 30, 1997 and December 31,
1996 historical statements are calendar year statements and the May 31,
1996 and May 31, 1995 historical statements are based on twelve month
periods.
COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES - 1997 OTHER ACQUISITIONS *
<TABLE>
<CAPTION>
For the Nine Months Ended For the Year Ended
September 30, 1997 December 31, 1996
------------------ -----------------
(in thousands)
<S> <C> <C>
Revenues $ 2,986 $ 3,502
Operating expenses excluding
depreciation and amortization 938 985
------- -------
Revenue in excess of certain expenses $ 2,048 $ 2,517
------- -------
------- -------
</TABLE>
* - Combines both unrelated third parties and related parties
1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
CenterPoint Properties Trust
We have audited the accompanying combined statement of revenues and certain
expenses of The Other Acquisition II Properties as described in Note 1 for the
year ended December 31, 1996. This financial statement is the responsibility of
the Other Acquisition II Properties' management. Our responsibility is to
express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying statement was prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission for inclusion
in the Form 8-K/A No. 1 of CenterPoint Properties Trust and is not intended
to be a complete presentation of The Other Acquisition II Properties'
revenues and expenses.
In our opinion, the combined financial statement referred to above presents
fairly, in all material respects, the revenues and certain expenses of The
Other Acquisition II Properties for the year ended December 31, 1996 in
conformity with generally accepted accounting principles.
Chicago, Illinois Coopers & Lybrand L.L.P.
January 30, 1998
2
<PAGE>
<TABLE>
<CAPTION>
CENTERPOINT PROPERTIES TRUST
THE OTHER ACQUISITION II PROPERTIES
COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND THE YEAR
ENDED DECEMBER 31, 1996
(in thousands)
FOR THE NINE
MONTHS ENDED FOR THE YEAR ENDED
SEPTEMBER 30, 1997 DECEMBER 31, 1996
------------------ ------------------
(UNAUDITED)
<S> <C> <C>
Revenues:
Minimum rents $ 1,951 $ 2,460
Tenant recoveries 383 599
------- -------
Total revenues 2,334 3,059
Expenses:
Property operating and maintenance 53 122
Real estate taxes 436 571
Insurance 19 23
------- -------
Total operating expenses 508 716
------- -------
Revenues in excess of certain expenses $ 1,826 $ 2,343
------- -------
------- -------
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
CENTERPOINT PROPERTIES TRUST
THE OTHER ACQUISITION II PROPERTIES
NOTES TO COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(IN THOUSANDS)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
The combined statements of revenues and certain expenses (the "Statements")
include the combined operations of three industrial properties referred as
The Other Acquisition II Properties, which have been acquired by
CenterPoint Properties Trust (the "Company"). The Company intends to
continue the leasing and management of the properties to prospective and
existing tenants. The properties have been acquired in singular
transactions involving unrelated third-parties. A summary of The Other
Acquisition II Properties is as follows:
<TABLE>
<CAPTION>
APPROXIMATE DATE RENTAL
DATE SQUARE FEET PURCHASE HISTORY
LOCATION ACQUIRED (UNAUDITED) PRICE INCLUDED FROM
<S> <C> <C> <C> <C>
2003-2207 S. 14th Street
West Allis, Wisconsin 4/3/97 243 $4,700 January 1, 1996
100-154 and 169-190 Old Higgins
Road Des Plaines, Illinois 12/1/97 120 $9,308 January 1, 1996
1333 Grandview Parkway
Sturtevant, Wisconsin 12/12/97 210 $7,550 January 1, 1996
</TABLE>
BASIS OF PRESENTATION
The Statements are not representative of the actual operations of The Other
Acquisition II Properties for the periods presented as certain expenses,
primarily depreciation and amortization expense, interest expense,
management fees and certain corporate expenses, which may not be comparable
to the expenses expected to be incurred by the Company in the proposed
future operations of The Other Acquisition II Properties, have been
excluded. Management is not aware of any material factors relating to
these properties which would cause the reported financial information not
to be necessarily indicative of future operating results.
4
<PAGE>
CENTERPOINT PROPERTIES TRUST
THE OTHER ACQUISITION II PROPERTIES
NOTES TO COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES, CONTINUED
(IN THOUSANDS)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
CONTINUED
BASIS OF PRESENTATION, CONTINUED
The unaudited combined statement of revenues and certain expenses for the
nine months ended September 30, 1997 reflects, in the opinion of
management, all adjustments necessary for a fair presentation of the
interim statement. All such adjustments are of a normal and recurring
nature.
REVENUE RECOGNITION
Certain leases of The Other Acquisition II Properties provide for tenant
occupancy during periods for which no rent is due or when minimum lease
payments increase over the term of the lease. Rental revenues for the full
period of occupancy are recorded on a straight-line basis over the lives of
the leases.
Recoveries from tenants for taxes, insurance and other property operating
expenses are recognized as revenues in the period the applicable costs are
incurred.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. Actual results could differ from those estimates.
2. FUTURE RENTAL REVENUES
The Other Acquisition II Properties are leased to tenants under net and
semi-net operating leases. Minimum lease payment receivables, excluding
tenant reimbursement of expenses, under non-cancelable operating lease
agreements in effect as of December 31, 1996 are approximately as follows:
<TABLE>
<CAPTION>
<C> <C>
Years Ending
1997 $ 2,596
1998 2,499
1999 1,936
2000 1,477
2001 784
Thereafter 370
-------
$ 9,662
-------
-------
</TABLE>
5
<PAGE>
PRO FORMA FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1997 AND FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 1997 AND THE YEAR
ENDED DECEMBER 31, 1996 (UNAUDITED)
The accompanying unaudited Pro Forma Condensed Balance Sheet as of September
30, 1997 has been presented as if the properties acquired subsequent to
September 30, 1997 had been acquired on September 30, 1997 and the issuance
of 3,000,000 shares of $.01 par value preferred shares of beneficial interest
on November 10, 1997 had occurred on September 30, 1997.
The unaudited Pro Forma Condensed Statements of Operations are presented as if
the acquisitions of The Sears Property, The Bedford Park Properties, The Other
Acquisition II Properties and the 1997 Other Acquisitions, the July 2, 1996
offering of common stock, the March 6, 1997 offering of common stock, the
November 10, 1997 offering of preferred stock, the acquisition of properties in
1996, and the disposition of certain properties in 1996 and 1997 occurred on
January 1, 1996. Such pro forma information is based upon (i) the historical
consolidated statements of operations of CenterPoint Properties Trust and
Subsidiaries; (ii) the statements of revenues and certain expenses of The Sears
Property, The Bedford Park Properties, The Other Acquisition II Properties and
the 1997 Other Acquisitions; and (iii) with respect to the 1996 acquisitions,
the adjustments include applicable revenue and certain expense amounts from
January 1, 1996 to the date of acquisition. The required audits of statements
of revenues and certain expenses for 1996 for The Sears Property and The Bedford
Park Properties were included in the Company's Form 10-Q for the quarterly
period ended September 30, 1997. Revenues and certain expenses for The Sears
Property for the twelve months ended May 31, 1997 are being used to present the
1996 pro forma results of the Company as information for the year ended December
31, 1996 is not available. Management believes that information for the year
ended May 31, 1997 is a fair representation of activity for this property based
on leases in place. The following should be read in conjunction with the
financial statements and notes thereto included elsewhere herein. In the
Company's opinion, all adjustments necessary to reflect the effects of these
transactions have been made.
The unaudited Pro Forma Condensed Balance Sheet is not necessarily indicative of
what the Company's financial position would have been as of September 30, 1997
had the transactions been consummated as described above, nor does it purport to
present the future financial position of the Company. The unaudited Pro Forma
Condensed Statements of Operations are not necessarily indicative of what actual
results of the Company would have been assuming such transactions had been
completed as of January 1, 1996, nor do they purport to represent the results of
operations for future periods.
6
<PAGE>
CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED BALANCE SHEET
SEPTEMBER 30, 1997
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
The Other 1997 Other Adjustments(C) Pro Forma
CenterPoint Acquisitions II Acquisitions
(Historical) Properties
------------- --------------- ------------- -------------- ----------
<S> <C> <C> <C> <C> <C>
Assets
Investment in Real Estate, net of
accumulated depreciation $ 498,307 $ 16,887 (A) $ 18,390 (B) $ 18,950 $ 552,534
Cash and cash equivalents 13,866 13,866
Restricted cash equivalents 40,279 40,279
Tenant accounts receivable, net 14,071 (622) 13,449
Mortgage note receivable 19,584 19,584
Investment in and advances to affiliate 32,957 32,957
Other assets 10,258 10,258
------------- --------------- ------------- -------------- ----------
$ 629,322 $ 16,887 $ 18,390 $ 18,328 $ 682,927
------------- --------------- ------------- -------------- ----------
------------- --------------- ------------- -------------- ----------
Liabilities and Shareholders' Equity
Liabilities
Mortgage note payables $ 166,865 $ 166,865
Line of credit 103,250 16,397 17,544 (54,396) 82,795
Convertible subordinated debentures 11,790 11,790
Accounts payable and other liabilities 32,765 490 846 34,101
Shareholders' Equity 314,652 72,724 387,376
------------- --------------- ------------- -------------- ----------
$ 629,322 $ 16,887 $ 18,390 $ 18,328 $ 682,927
------------- --------------- ------------- -------------- ----------
------------- --------------- ------------- -------------- ----------
The accompanying notes are an integral part of the pro forma condensed balance sheet
</TABLE>
7
<PAGE>
CENTERPOINT PROPERTIES TRUST
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(in thousands except for per share data)
(Unaudited)
<TABLE>
<CAPTION>
The Bedford The Other
The Sears Park Acquisition II 1997 Other Adjustments Pro
CenterPoint Property Properties Properties Acquisitions Forma
(Historical) (Historical) (Historical) (Historical) (Historical)
------------ ------------ ------------- -------------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues $ 61,419 $2,312 $1,738 $ 2,334 $ 2,986 $(3,806)(D) $66,983
------------ ------------ ------------- -------------- ------------ ----------- --------
Operating expenses, excluding
depreciation and amortization 20,848 994 710 508 938 (1,342)(D) 22,656
Interest expense, net 7,559 (1,952)(E) 5,607
General and administrative 2,225 2,225
Depreciation and amortization 11,356 1,034 (F) 12,390
Other (income) expense (126) (126)
------------ ------------ ------------- -------------- ------------ ----------- --------
Total expenses 41,862 994 710 508 938 (2,260) 42,752
------------ ------------ ------------- -------------- ------------ ----------- --------
Net income $ 19,557 $1,318 $1,028 $ 1,826 $ 2,048 $(1,546) 24,231
------------ ------------ ------------- -------------- ------------ ----------- --------
------------ ------------ ------------- -------------- ------------ ----------- --------
Preferred shares dividend 4,770(H)
---------
Net income available to common
shareholders $19,461
---------
---------
Net income available to common
Shareholders per share $ 1.04(I) $ 1.01(I)
------------- ---------
------------- ---------
The accompanying notes are an integral part of the pro forma condensed statement
of operations
8
<PAGE>
</TABLE>
CENTERPOINT PROPERTIES TRUST
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands except for per share data)
(Unaudited)
<TABLE>
<CAPTION>
The Bedford The Other
The Sears Park Acquisition II 1997 Other Adjustments Pro
CenterPoint Property Properties Properties Acquisitions Forma
(Historical) (Historical) (Historical) (Historical) (Historical)
------------ ------------ ------------- -------------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues $63,330 $ 3,017 $ 2,613 $ 3,059 $ 3,502 $4,773 (G) $80,294
------------ ------------ ------------- -------------- ------------ ----------- --------
Expenses:
Operating expenses, excluding
depreciation and amortization 20,750 1,285 1,018 716 985 3,373 (G) 28,127
Interest expense, net 9,865 (4,793)(E) 5,072
General and administrative 2,568 2,568
Depreciation and amortization 11,775 2,461 (F) 14,236
Other (income) expense 100 100
------------ ------------ ------------- -------------- ------------ ----------- --------
Total expenses 45,058 1,285 1,018 716 985 1,041 50,103
------------ ------------ ------------- -------------- ------------ ----------- --------
Income before extraordinary item $ 18,272 $ 1,732 $ 1,595 $ 2,343 $ 2,517 $3,732 30,191
------------ ------------ ------------- -------------- ------------ -----------
------------ ------------ ------------- -------------- ------------ -----------
Preferred shares dividend 6,360(H)
---------
Income before extraordinary item
available to common shareholders $ 23,831
---------
---------
Income before extraordinary item
available to common shareholders
per share $ 1.22 (I) $ 1.26(I)
------------- ---------
------------- ---------
The accompanying notes are an integral part of the pro forma condensed statement
of operations
</TABLE>
9
<PAGE>
CENTERPOINT PROPERTIES TRUST
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(in thousands except share data)
(A) The Other Acquisition II Properties for this Condensed Balance Sheet
includes the following properties purchased after September 30, 1997:
100-154 and 169-190 Old Higgins Road, Des Plaines, Illinois and 1333
Grandview Parkway, Sturtevant, Wisconsin.
(B) The 1997 Other Acquisitions for this Condensed Balance Sheet includes the
following properties purchased after September 30, 1997: 1796 Sherwin Road,
Des Plaines, Illinois, 2301 North Route 30, Plainfield, Illinois, 6755 S.
Sayre, Bedford Park, Illinois and 1951 Landmeier Drive, Elk Grove Village,
Illinois.
(C) The Adjustments for this Condensed Balance Sheet include the following
acquisitions and dispositions:
<TABLE>
<CAPTION>
DATE
ACQUIRED/ APPROXIMATE CASH
LOCATION DISPOSED SQUARE FEET PAID/(RECEIVED)
<S> <C> <C> <C>
East Avenue & 55th St.
McCook, Illinois 10/2/97 1,750 $5,950
1355 Enterprise Drive
Romeoville, Illinois 10/23/97 118 $2,900
5700 Touhy Avenue
Niles, Illinois 11/21/97 911 $18,077
1475 101st St.
West Allis, Wisconsin 12/5/97 47 $ 1,703
777 Big Timber
Elgin, Illinois 12/10/97 127 ($10,302)*
-----------
$ 18,328
-----------
-----------
</TABLE>
* - Property sold for net book value
On November 10, 1997, the Company issued 3,000,000 shares of 8.48% Series A
Cumulative Redeemable Preferred Shares of Beneficial Interest at a purchase
price of $25 per share. The preferred shares are not subject to
mandatory redemption. Net proceeds from the issuance of $72,724 were
used to repay approximately $72,724 under the Company's line of credit.
The net reduction in the line of credit after giving effect to the
acquisitions was $54,396.
(D) Decrease reflects the elimination of revenues and expenses included in the
statements of revenue and certain expenses which are also included in the
Company's statement of operations since the various dates of acquisition
(revenues - $2,132; expenses - $729) plus the elimination of revenues and
expenses of the properties disposed of during 1997 (revenues - $1,674;
expenses - $613) for the nine months ended September 30, 1997.
10
<PAGE>
CENTERPOINT PROPERTIES TRUST
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(in thousands except share data)
(E) Increase reflects the interest costs associated with the acquisition of the
properties (1997 - $3,130; 1996 - $7,319) less the interest savings
associated with the disposition of properties during 1997 and 1996 (1997 -
$610; 1996 - $983) less the interest costs eliminated by the application
of proceeds from the July, 1996 offering of common shares (1996 - $1,941),
the March, 1997 offering of common shares, (1997 - $ 703; 1996 - $4,074)
and the November, 1997 offering of preferred shares (1997 - $3,769; 1996 -
$5,114).
(F) Increase reflects depreciation expense related to the acquisition of
properties (1997 - $1,152; 1996 - $2,771) less the depreciation
expenses related to the properties disposed (1997 - $239; 1996 - $597)
plus amortization expense related to the acquisition of properties (1997
- $151; 1996 - $364) less the amortization expense related to the
properties disposed (1997 - $30; 1996 - $77).
(G) Increase reflects the addition of revenues and expenses for the properties
acquired in 1996 (revenues - $6,857; expenses - $3,807) less the
elimination of revenues and expenses for the properties disposed of during
1996 and 1997 (revenues - $2,084; expenses - $434).
(H) The preferred shares dividend reflects preferred dividends attributable to
Series A Preferred Shares of Beneficial Interest as if such shares were
outstanding as of January 1, 1996.
(I) Based on 18,818,869 and 15,008,053 historical (19,338,100 and 18,983,053 -
pro forma) average number of common and common equivalent shares
outstanding for the nine months ended September 30, 1997 and the year ended
December 31, 1996, respectively. Conversion of all debentures into common
stock would be anti-dilutive.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CENTERPOINT PROPERTIES TRUST
a Maryland Real Estate Investment Trust
By: /s/ Paul S. Fisher
--------------------------------------
Paul S. Fisher
Executive Vice President and
Chief Financial Officer
February 27, 1998 (Principal Accounting Officer)
<PAGE>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Form 8-K/A No. 1 and the incorporation by
reference in the registration statements of CenterPoint Properties Trust
(formerly CenterPoint Properties Corporation) on Form S-3 (Nos. 33-95792,
33-99858 and 333-18235), Form S-8/S-3 (File Nos. 333-05087 and 333-34687) and
Form S-8 (File No. 333-05141) of our report dated January 30, 1998 on our
audit of the combined financial statement of The Other Acquisition II
Properties for the year ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
February 27, 1998
