<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
___________________________
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (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 or organization) (I.R.S. Employer
Identification No.)
1808 Swift Drive, Oak Brook, Illinois 60523
(Address of principal executive offices) (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
- ------------------- ------------------------------
Preferred Stock Purchase Rights, New York Stock Exchange
with respect to Common Shares,
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:
______________________________ (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
This document contains 7 pages.
The Exhibit Index is located on page 7.
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED:
PREFERRED STOCK PURCHASE RIGHTS
On July 30, 1998, the Board of Trustees of CenterPoint Properties
Trust (the "Company") authorized the issuance of one preferred share purchase
right (a "Right") for each outstanding Common Share of beneficial interest, par
value $.001 per share (the "Common Shares"), of the Company. The distribution
is payable to stockholders of record at the close of business on August 11, 1998
(the "Record Date"), and with respect to all Common Shares that become
outstanding after the Record Date and prior to the earliest of the Distribution
Date (as defined below), the redemption of the Rights, the exchange of the
Rights, and the expiration of the Rights (and, in certain cases, following the
Distribution Date). Each Right entitles the registered holder to purchase from
the Company one one-thousandth of a share of Junior Participating Preferred
Shares of beneficial interest, Series A, par value $.001 per share, of the
Company (the "Preferred Shares") at a price of $120 per one one-thousandth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and First Chicago Trust Company of New York as
Rights Agent (the "Rights Agent").
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.
-2-
<PAGE>
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 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.
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 Preferred Shares will be issued (other than fractions
which are integral multiples of one one-thousandth of a 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 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 Directors 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 Directors. Immediately upon action of the Board of
Directors 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.
-3-
<PAGE>
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 Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each 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 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 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
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.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement attached
as Exhibit 1.1, which is hereby incorporated in this Registration Statement on
Form 8-A by reference.
-4-
<PAGE>
ITEM 2. EXHIBITS
1.1 Rights Agreement dated as of July 30, 1998 between CenterPoint
Properties Trust and First Chicago Trust Company of New York, as
Rights Agent, including the form of Articles Supplementary
Relating to Designation, Preferences and Rights of Junior
Participating Preferred Shares, Series A attached thereto as
Exhibit A, the form of Rights Certificate attached thereto as
Exhibit B and the Summary of Rights attached thereto as
Exhibit C.
-5-
<PAGE>
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, thereto duly authorized.
CENTERPOINT PROPERTIES TRUST
By: /s/ Paul S. Fisher
----------------------------------
Paul S. Fisher
Executive Vice President and Chief
Financial Officer
Date: August 3, 1998
-6-
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- --------
1.1 Rights Agreement dated as of July 30, 1998 between *
CenterPoint Properties Trust and First Chicago Trust
Company of New York, as Rights Agent, including the
form of Articles Supplementary Relating to
Designation, Preferences and Rights of Junior
Participating Preferred Shares, Series A attached
thereto as Exhibit A, the form of Rights Certificate
attached thereto as Exhibit B and the Summary of
Rights attached thereto as Exhibit C.
* Incorporated by reference to CenterPoint Properties Trust Current
Report on Form 8-K, dated August 3, 1998
-7-
