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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 1998
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CenterPoint Properties Trust
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(Exact name of registrant as specified in its charter)
Maryland 1-12630 36-3910279
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(State or other jurisdiction Commission File (I.R.S. Employer
of incorporation) Number Identification No.)
401 N. Michigan Avenue, Chicago, Illinois 60611
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(Address of principal executive offices)
Registrant's telephone number, including area code (312) 346-5600
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On April 27, 1998, the Board of Trustees of CenterPoint Properties Trust
(the "Company") adopted the Fifth Amendment to the Company's 1993 Stock
Option Plan (the "Plan"). The Fifth Amendment amends the Plan to provide that
the option price for all options granted under the Plan must be at least fair
market value at the time the option is granted. The Plan previously allowed
the Option Committee of the Board to issue incentive stock options with an
option price of at least fair market value and non-qualified options with an
option price to be determined by the Option Committee of the Board, in its
discretion. The Board has adopted the Fifth Amendment to formalize the
Board's existing policy of issuing all options, whether incentive stock
options or non-qualified stock options, at not less than fair market value.
The Fifth Amendment, due to the nature of the amendment, does not require
shareholder approval under the terms of the Plan and is effective immediately.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
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10.54 Fifth Amendment to CenterPoint Properties 1993 Stock Option
Plan.
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SIGNATURE
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
(Registrant)
Dated: April 28, 1998 By: /s/ John S. Gates, Jr.
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John S. Gates, Jr.
President,
Chief Executive Officer, and
Trustee
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EXHIBIT 10.54
FIFTH AMENDMENT
CENTERPOINT PROPERTIES TRUST
1993 STOCK OPTION PLAN
The CenterPoint Properties 1993 Stock Option Plan (as amended, the "Plan") is
hereby amended to provide that the option price for all options granted under
the Plan will be not less than the fair market value of the Common Shares at
the time the options are granted.
ARTICLE 1
Section 2.14 of the Plan is hereby amended in its entirety to henceforth read
as follows:
"2.14 MINIMUM OPTION PRICE means:
(a) in the case of an Incentive Stock Option granted to a Ten
Percent Shareholder, 110 percent of the Fair Market Value of
the Common Shares that may be purchased pursuant to such
Option, determined as of the date of the Option was granted;
and
(b) in the case of an Incentive Stock Option granted to any
other Employee or a Nonqualified Option granted to an
Employee or Independent Trustee, 100 percent of the Fair
Market Value of the Common Shares that may be purchased
pursuant to such Option, determined as of the date the
Option was granted."
ARTICLE 2
Section 6.2 of the Plan is hereby amended in its entirety to henceforth read
as follows:
"6.2 OPTION PRICE. The Option Price shall be determined by the
Committee but in no event shall the Option Price be less than the
Minimum Option Price."
ARTICLE 3
This amendment is effective as of the date of adoption by the Board.
