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PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3)
(TO PROSPECTUS DATED AUGUST 14, 1995) (SEC FILE NO. 033-95792)
CENTERPOINT PROPERTIES TRUST
The Board of Trustees of the CenterPoint Properties Trust (the
"Company") on July 31, 1998 adopted a Preferred Share Purchase Rights
Agreement and declared a dividend distribution of one Preferred Share
Purchase Right on each outstanding share of the Company's common shares of
beneficial interest, par value $.001 per share (the "Common Shares").
The Company's Preferred Share Purchase Rights Agreement (the "Rights
Agreement") with First Chicago Trust Company of New York (the "Rights Agent")
grants to registered holders of Common Shares and Class B common shares of
beneficial interest, par value $.001 per share (the "Class B Common Shares";
the term "Common Shares" generally includes Class B Common Shares), one
preferred share purchase right (a "Right") for each outstanding Common Share.
Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a Rights Preferred Share at a price of $120 per one
one-thousandth of a Rights Preferred Share (the "Purchase Price"), subject to
adjustment.
Until the earlier to occur of (i) the tenth day after the date it is
publicly announced that a person or group other than certain exempt persons
(an "Acquiring Person"), together with persons affiliated or associated with
such Acquiring Person (other than those that are exempt persons), has
acquired, or has obtained the right to acquire, beneficial ownership of 15%
or more of the outstanding Common Shares (a "Triggering Event") and (ii) the
tenth business day after the commencement or public disclosure of an
intention to commence a tender offer or exchange offer (other than a
"permitted offer" as described below) by a person other than an exempt person
if, upon consummation of the offer, such person could acquire beneficial
ownership of 15% or more of the outstanding Common Shares (the earlier of
such dates being called the "Distribution Date"), the Rights will be
evidenced by Common Share certificates and not by separate certificates.
Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the Rights will be transferred with and only with
the Common Shares, and the surrender for transfer of any certificate for
Common Shares will also constitute the transfer of the Rights associated with
such Common Shares. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close of business
on the Distribution Date, and such separate Right Certificates alone will
evidence the Rights.
The Rights will first become exercisable after the Distribution Date
(unless sooner redeemed or exchanged). Until a Right is exercised, the
holder thereof, as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends.
The Rights will expire at the close of business on July 30, 2008 (the
"Expiration Date"), unless earlier redeemed or exchanged by the Company as
described below.
In the event that a person becomes an Acquiring Person, each Right
(other than Rights that are or were beneficially owned by the Acquiring
Person and certain related persons and transferees, which will thereafter be
void) shall thereafter be exercisable not for Rights Preferred Shares, but
for a number of Common Shares (or, in certain cases, common equivalent
shares) having a market value of two times the exercise price of the Right.
In the event that, at or after the time a person becomes an Acquiring Person,
the Company is involved in a merger or other business combination in which
(i) the Company is not the surviving corporation, (ii) Common Shares are
changed or exchanged, or (iii) 50% or more of the Company's consolidated
assets or earning power are sold, then each Right (other than Rights that are
or were owned by the Acquiring Person and certain related persons or
transferees, which will thereafter be void) shall thereafter be exercisable
for the number of shares of common stock of the acquiring company which at
the time of such transaction have a market value of two times the exercise
price of the Right.
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In addition, at any time after a person becomes an Acquiring Person
and before a person has acquired beneficial ownership of 50% or more of the
outstanding Common Shares, the Company may elect to exchange all or part of
the Rights (excluding void Rights held by an Acquiring Person and certain
related persons and transferees) for Common Shares (or, in certain cases,
common equivalent shares) on a one-for-one basis. The Company also has the
ability, following any person becoming an Acquiring Person, to permit a
cashless exercise of the Rights by reducing both the Purchase Price and the
number of Common Shares (or common equivalent shares) deliverable upon
exercise of the Rights.
The Purchase Price payable, and the number and kind of securities, cash
or other property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend or distribution on, or a subdivision or combination of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of rights,
options or warrants to subscribe for Common Shares or securities convertible
into Common Shares at less than the current market price, (iii) upon the
distribution to holders of the Common Shares of securities, cash, evidences
of indebtedness or assets (excluding regular periodic cash dividends out of
earnings or retained earnings), and (iv) in connection with recapitalizations
of the Company or reclassifications of the Common Shares.
No fractional Rights Preferred Shares will be issued (other than
fractions which are integral multiples of one one-thousandth of a Rights
Preferred Share, which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Rights Preferred Shares on the last trading
date prior to the date of exercise.
At any time prior to the earlier of (i) the occurrence of a Triggering
Event and (ii) the Expiration Date, the Board of Trustees of the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption Price"). The Redemption Price will be payable in cash,
Common Shares (including fractional shares) or any other form of
consideration deemed appropriate by the Board of Trustees. Immediately upon
action of the Board of Trustees ordering redemption of the Rights, the
ability of holders to exercise the Rights will terminate and the only rights
of such holders will be to receive the Redemption Price.
At any time prior to the occurrence of a Triggering Event, the Board of
Trustees of the Company may amend or supplement the Rights Agreement without
the approval of the Rights Agent or any holder of the Rights. Thereafter,
the Board of Trustees of the Company may not change the Rights Agreement in
any manner which would adversely affect the interests of the holders of the
Rights (other than an Acquiring Person or an affiliate or associate thereof).
The Rights Preferred Shares purchasable upon the exercise of the Rights
will not be redeemable. Each Rights Preferred Share will be entitled to a
minimum preferential quarterly dividend payment equal to the greater of $25
per share and 1,000 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Rights Preferred Shares will be
entitled to a minimum preferential liquidation payment equal to the greater
of $100 per share and 1,000 times the payment made per Common Share. Each
Rights Preferred Share will have 1,000 votes per share, voting together with
the Common Shares. In the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Rights Preferred Share
will be entitled to receive 1,000 times the amount received per Common Share.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Board of Trustees, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other business combination
approved by the Board of Trustees prior to the occurrence of a Triggering
Event, because until such time the Rights may generally be redeemed by the
Company at $.01 per Right.
Dated August 26, 1998
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