<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A NO. 1
( ) 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 June 15, 1999
---------------------
Commission file number 1-12630
CENTERPOINT PROPERTIES TRUST
Maryland 36-3910279
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1808 Swift Road, Oak Brook, Illinois 60523
(630) 586-8000
(Registrant's telephone number, including area code)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Since the filing of the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999, the Company acquired 44 industrial
properties from unrelated parties during the period May 13, 1999 through
June 15, 1999 for an aggregate purchase price of approximately $67.3
million.
In May, 1999, the Company purchased 42 properties. The first property,
a 368,215 square foot facility, located in Carol Stream,
Illinois was purchased on May 13, 1999 for approximately $8.3
million. The next 10 properties, totaling 121,408 square feet,
were purchased on May 25, 1999 as a portfolio for approximately
$10.0 million. The portfolio consists of 10 industrial land
parcels, used as bus terminals. All of the properties are located
in Illinois, throughout the Chicago Region. The next 31
properties, totaling 1,245,494 square feet, were purchased on May 28,
1999 as a portfolio for approximately $44 million. The portfolio
properties are located in Illinois, throughout the Chicago region.
In June, 1999, the Company purchased two properties. The first one,
located in Elk Grove, Illinois, was purchased on June 1, 1999 for
approximately $2.3 million. The second property, located in Milwaukee,
Wisconsin, was purchased for approximately $2.7 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.
As previously announced, the Company has 1,800 acres of land at the former
Joliet Arsenal (the "Arsenal") under contract and the project is
undergoing extensive economic, environmental and property due diligence,
including a determination of whether governmental agencies will provide
the necessary infrastructure to support the industrial development of the
property.
If the acquisition of the Arsenal were completed, the Company expects to
lease a significant part of the site for the development of a rail
facility to take advantage of the site's proximity to major rail lines.
The Company expects other portions of the site may lease to and
developers/operators of power, water and waste water treatment facilities.
The balance of the site is planned for the Company's development over 10
years of up to 20 million square feet of manufacturing and distribution
space.
In April 1999, the Company acquired a 382 acre farm to the east of the
Arsenal, and contiguous to the western boundary of the town of Elwood.
This site was acquired from an affiliate of Transport Development Group.
The purchase price for the farm was $5.5 million with certain additional
consideration due in the event of the Company's acquisition of the
Arsenal.
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS (CONTINUED)
The farm was acquired to enlarge the size of the potential industrial
development at the Arsenal and to facilitate the annexation of the
combined site to Elwood. In the event the Arsenal were not acquired, the
farm would likely be resold or repurchased by the seller.
The acquisition of the Arsenal is contingent upon the satisfactory
completion of ongoing site investigation, including environmental due
diligence. In addition to standard conditions, the acquisition of the
Arsenal is contingent upon (1) the negotiation with the Department of the
Army of a satisfactory deed and an adequate undertaking regarding the
environmental remediation of the site; (2) the availability of funds from
state and federal sources for necessary external and internal
infrastructure; and (3) the annexation of the site by Elwood and the
approval of tax increment financing in an amount and on terms deemed
sufficient by the Company.
ITEM 5: OTHER ITEMS
None
<PAGE>
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
INDEX TO FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C>
(a) Financial Statements:
Report of Independent Accountants 1
Combined Statement of Revenues and Certain
Expenses for the year ended December 31, 1998 2
Notes to Combined Statement of Revenues and
Certain Expenses 3 - 5
(b) Pro Forma Financial Statements:
Pro Forma Condensed Balance Sheet as of March 31, 1999 7
Pro Forma Condensed Statement of Operations for the Three Months
Ended March 31, 1999 8
Pro Forma Condensed Statement of Operations for the Year Ended
December 31, 1998 9
Notes to the Pro Forma Financial Statements 10
(c) Exhibits
Exhibit Number Description
-------------- -----------
23 Consent of PricewaterhouseCoopers LLP
Independent Accountants 14
</TABLE>
<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 CM Realty Properties as described in Note 1 for the year ended
December 31, 1998. This financial statement is the responsibility of The CM
Realty Properties' management and CenterPoint Properties Trust's 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 combined 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 dated June 16, 1999 of CenterPoint Properties Trust
and is not intended to be a complete presentation of The CM Realty Properties'
revenues and expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the revenues and certain expenses of The CM Realty
Properties for the year ended December 31, 1998 in conformity with generally
accepted accounting principles.
Chicago, Illinois
July 9, 1999
<PAGE>
CENTERPOINT PROPERTIES TRUST
THE CM REALTY PROPERTIES
COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<S> <C>
Revenues:
Rental income $5,868,714
Expense reimbursements 540,945
-----------
Total revenues 6,409,659
-----------
Expenses:
Real estate taxes 1,366,747
Repairs and maintenance 292,697
Property operating and leasing 52,113
Utilities 43,498
Insurance 25,484
Other 25,002
-----------
Total expenses 1,805,541
-----------
Revenues in excess of certain expenses $4,604,118
-----------
-----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS FINANCIAL STATEMENT.
<PAGE>
CENTERPOINT PROPERTIES TRUST
THE CM REALTY PROPERTIES
NOTES TO THE FINANCIAL STATEMENT
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
The Combined Statement of Revenues and Certain Expenses (the "Statement")
includes the combined operations of the thirty-one CM Realty Properties,
which have been acquired by CenterPoint Properties Trust (the "Trust").
The Trust intends to continue the leasing and management of the
properties to prospective and existing tenants. The properties have been
acquired in a single transaction on May 28, 1999 for a total purchase
price of $43,986,000 from an unrelated third-party. The locations of the
CM Realty Properties are as follows:
2440-2460 Pratt Avenue 1555-1559 North Basswood
Elk Grove, IL Schaumburg, IL
10047 Virginia Avenue 281 Shore Drive
Chicago Ridge, IL Burr Ridge, IL
261 Shore Drive 733-747 Kimberly Drive
Burr Ridge, IL Carol Stream, IL
15W700 Frontage Road 1140 West Thorndale
Burr Ridge, IL Itasca, IL
1020-1050 West Thorndale 1936 University Lane
Itasca, IL Lisle, IL
165 West Mittel Drive 780 AEC Drive
Wood Dale, IL Wood Dale, IL
170-176 West Mittel Drive 1705-1775 Hubbard
Wood Dale, IL Batavia, IL
900 Paramount Parkway 902 Paramount Parkway
Batavia, IL Batavia, IL
918 Paramount Parkway 934 Paramount Parkway
Batavia, IL Batavia, IL
950 Paramount Parkway 1324-1340 Paramount Parkway
Batavia, IL Batavia, IL
1200-1224 Independence 1201-1225 Naperville Drive
Romeoville, IL Romeoville, IL
1227 Naperville Drive 1229 Naperville Drive
Romeoville, IL Romeoville, IL
<PAGE>
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
CONTINUED
BUSINESS, CONTINUED
1231-1233 Naperville Drive 1235 Naperville Drive
Romeoville, IL Romeoville, IL
1237 Naperville Drive 1243-1253 Naperville Drive
Romeoville, IL Romeoville, IL
1277 Naperville Drive 1265 Naperville Drive
Romeoville, IL Romeoville, IL
1287 Naperville Drive
Romeoville, IL
BASIS OF PRESENTATION
The Statement is not representative of the actual operations of the CM
Realty Properties for the period presented as certain expenses have been
excluded. These expenses primarily consist of 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 Trust in the proposed future operations of the CM
Realty Properties.
REVENUE RECOGNITION
Certain leases of the CM Realty 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.
<PAGE>
2. FUTURE RENTAL REVENUES
Under noncancelable operating lease agreements in effect as of December
31, 1998, tenants are committed to pay, in the aggregate, the following
minimum base lease rentals:
<TABLE>
<CAPTION>
YEAR ENDING
<S> <C>
1999 $ 5,776,000
2000 4,505,000
2001 2,747,000
2002 1,945,000
2003 1,169,000
Thereafter 1,393,000
------------
$17,535,000
------------
------------
</TABLE>
3. CONCENTRATION OF CREDIT RISK
One tenant represents 12% of the CM Realty Properties' 1998 revenue and
18% of total minimum future rental revenue.
<PAGE>
PRO FORMA FINANCIAL STATEMENTS
AS OF MARCH 31, 1999 AND FOR THE THREE
MONTHS ENDED MARCH 31, 1999 AND THE YEAR
ENDED DECEMBER 31, 1998 (UNAUDITED)
The accompanying unaudited Pro Forma Condensed Balance Sheet as of March 31,
1999 has been presented as if the properties acquired subsequent to March 31,
1999 had been acquired on March 31, 1999. The following should be read in
conjunction with the financial statements and notes thereto included elsewhere
herein.
The unaudited Pro Forma Condensed Statements of Operations are presented as if
the acquisitions of The CM Realty Properties, the acquisition of other
properties in 1999 and 1998, and the disposition of properties in 1999 and 1998
occurred on January 1, 1998. 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 CM
Realty Properties and (iii) with respect to the 1999 and 1998 acquisitions, the
adjustments include applicable revenue and certain expense amounts from January
1, 1998 to the date of acquisition. 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 March 31, 1999 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, 1998, nor do they purport to represent the results of
operations for future periods.
<PAGE>
CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED BALANCE SHEET
MARCH 31, 1999
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
The CM
CenterPoint Realty
(Historical) Properties(A) Adjustments(B) Pro Forma
------------ ------------- -------------- ---------
<S> <C> <C> <C> <C>
Assets
Investment in Real Estate, net of
accumulated depreciation $ 715,487 $ 43,986 $ 12,700 $ 772,173
Cash and cash equivalents 45,577 45,577
Restricted cash equivalents 29,324 29,324
Tenant accounts receivable, net 19,884 19,884
Mortgage note receivable 20,348 20,348
Investment in and advances to affiliate 46,927 46,927
Other assets 19,336 19,336
----------- --------- --------- ---------
$ 896,883 $ 43,986 $ 12,700 $ 953,569
----------- --------- --------- ---------
----------- --------- --------- ---------
Liabilities and Shareholders' Equity
Liabilities
Mortgage note payables $ 103,256 $ 103,256
Senior unsecured debt 200,000 200,000
Tax-exempt debt 75,540 75,540
Line of credit 52,900 $ 42,469 $ 12,215 107,640
Convertible subordinated debentures 7,878 7,878
Preferred dividends payable 1,060 1,060
Accounts payable and other liabilities 45,640 1,517 429 47,586
Shareholders' Equity 410,609 410,609
----------- --------- --------- ---------
$ 896,883 $ 43,986 $ 12,700 $ 953,569
----------- --------- --------- ---------
----------- --------- --------- ---------
</TABLE>
The accompanying notes are an integral part of the pro forma condensed
balance sheet
<PAGE>
CENTERPOINT PROPERTIES TRUST
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(in thousands except for per share data)
(Unaudited)
<TABLE>
<CAPTION>
The CM Realty
CenterPoint Properties
(Historical) (Historical) Adjustments Pro Forma
------------ ------------ ----------- ----------
<S> <C> <C> <C> <C>
Total revenues $ 31,235 $ 1,642 $ 975(C) $ 33,852
--------- -------- -------- ----------
Expenses:
Operating expenses, excluding
depreciation and amortization 10,146 482 282(C) 10,910
Interest expense, net 4,817 1,006(D) 5,823
General and administrative 905 905
Depreciation and amortization 5,997 483(E) 6,480
Other (income) expense 20 20
--------- -------- -------- ----------
Total expenses 21,885 482 1,771 24,138
--------- -------- -------- ----------
Net income 9,349 $ 1,160 ($ 796) 9,714
-------- --------
-------- --------
Preferred shares dividend 1,590 1,590
--------- ----------
Net income available to common
shareholders $ 7,759 $ 8,124
--------- ----------
--------- ----------
Net income available to common
Shareholders per share (Basic) $ 0.38(G) $ 0.40(G)
--------- ----------
--------- ----------
Net income available to common
Shareholders per share (Diluted) $ 0.38(G) $ 0.40(G)
--------- ----------
--------- ----------
</TABLE>
The accompanying notes are an integral part of the pro forma condensed
statement of operations
<PAGE>
CENTERPOINT PROPERTIES TRUST
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(in thousands except for per share data)
(Unaudited)
<TABLE>
<CAPTION>
The CM Realty
CenterPoint Properties
(Historical) (Historical) Adjustments Pro Forma
------------ ------------ ----------- ----------
<S> <C> <C> <C> <C>
Total revenues $ 113,108 $ 6,410 $ 8,167(F) $ 127,685
--------- -------- -------- ----------
Expenses:
Operating expenses, excluding
depreciation and amortization 35,701 1,806 2,305(F) 39,812
Interest expense, net 15,476 6,401(D) 21,877
General and administrative 4,041 4,041
Depreciation and amortization 21,418 2,846(E) 24,264
Other (income) expense 14 14
--------- -------- -------- ----------
Total expenses 21,885 482 237 90,008
--------- -------- -------- ----------
Net income 36,458 $ 4,604 ($ 3,385) 37,678
-------- --------
-------- --------
Preferred shares dividend 6,360 6,360
--------- ----------
Net income available to common
Shareholders $ 30,098 $ 31,317
--------- ----------
--------- ----------
Net income available to common
Shareholders per share (Basic) $ 1.51(G) $ 1.56(G)
--------- ----------
--------- ----------
Net income available to common
Shareholders per share (Diluted) $ 1.50(G) $ 1.54(G)
--------- ----------
--------- ----------
</TABLE>
The accompanying notes are an integral part of the pro forma
condensed statement of operations
<PAGE>
CENTERPOINT PROPERTIES TRUST
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(in thousands except share data)
(A) The CM Realty Properties for this Condensed Balance Sheet includes all 31
properties acquired in the May 28, 1999 acquisition.
(B) 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>
Laidlaw Portfolio
Chicago Region 5/25/99 121 $10,000
3511 West Greentree
Milwaukee, Wisconsin 6/15/99 173 2,700
-------
$12,700
-------
-------
</TABLE>
(C) Increase reflects the addition of revenues and expenses for the properties
acquired in 1999 (revenues - $1,088; expenses - $327) less the elimination
of revenues and expenses for the properties disposed of 1999 (revenues -
$113; expenses - $45) for the three months ended March 31, 1999.
<PAGE>
CENTERPOINT PROPERTIES TRUST
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(in thousands except share data)
(D) Increase reflects the interest costs associated with the acquisition of the
properties (1999 - $380; 1998 - $7,389) less the interest savings
associated with the disposition of properties during 1999 and 1998 (1999 -
$34; 1998 - $568) less the interest costs eliminated by the application of
proceeds from the March 25, 1998 offering of common shares (1998 - $189)
and the April 8, 1998 offering of common shares (1998 - $231).
On March 25, 1998, the Company completed a public offering of 370,371
common shares of beneficial interest at $32.0625 per share in an
underwritten offering to a unit investment trust. Net proceeds of $11.8
million from the public offering, proceeds from the repayment of mortgage
notes receivable, and working capital were used to repay amounts
outstanding under the Company's line of credit of $30.1 million.
On April 8, 1998 the Company completed the private placement of 370,000
common shares of beneficial interest at $33.375 per share to an
institutional investor. The net proceeds of the offering of approximately
$12.1 million were used to fund working capital requirements.
(E) Increase reflects depreciation expense related to the acquisition of
properties (1999 - $440; 1998 - $2,720) less the depreciation expenses
related to the properties disposed (1999 - $13; 1998 - $208) plus
amortization expense related to the acquisition of properties (1999 - $58;
1998 - $357) less the amortization expense related to the properties
disposed (1999 - $2; 1998 - $22).
(F) Increase reflects the addition of revenues and expenses for the properties
acquired in 1998 (revenues - $9,227; expenses - $4,410) less the
elimination of revenues and expenses for the properties disposed of during
1998 and 1999 (revenues - $1,060; expenses - $299).
<PAGE>
CENTERPOINT PROPERTIES TRUST
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(in thousands except share data)
(G) The historical weighted average number of common and common equivalent
shares outstanding for the three months ended March 31, 1999 and the
year ended December 31, 1998 have been adjusted for the effect of the
March 25, 1998 and the April 9, 1998 securities offerings as follows:
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
March 31, 1999 December 31, 1998
-------------- -----------------
<S> <C> <C>
Historical:
Weighted average common shares - basic 20,161,803 19,867,509
Weighted average common shares - diluted 20,367,944 20,101,937
Proforma Adjustments:
Plus: March 25, 1998 Common Offering 84,221
Plus: April 9, 1998 Common Offering 99,342
Proforma weighted average common
shares - basic 20,161,803 20,051,072
Proforma weighted average common
shares - diluted 20,367,944 20,285,500
</TABLE>
<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 CORPORATION
a Maryland corporation
By: /s/ Paul S. Fisher
------------------------------------------
Paul S. Fisher
Executive Vice President and
Chief Financial Officer
June 16, 1999 (Principal Accounting Officer)
<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 on Form
S-3 (File Nos. 33-95792, 33-99858, 333-18235 and 333-49359), Form S-8/S-3 (File
Nos. 333-05087 and 333-34687) and Form S-8 (File No. 333-05141 and 333-62887) of
our report dated July 9, 1999, on our audit of the combined statement of
revenues and certain expenses for The CM Realty Properties for the year ended
December 31, 1998.
Chicago, Illinois PricewaterhouseCoopers LLP
August 16, 1999
