PROSPECTUS
Glimcher Realty Trust
Distribution Reinvestment and Share Purchase Plan
2,100,000 Common Shares of Beneficial Interest
($0.01 par value per share)
_________________________
The Distribution Reinvestment and Share Purchase Plan, as amended (the
"Plan"), of Glimcher Realty Trust (the "Company") provides record and
beneficial owners of the Company's common shares of beneficial interest,
$0.01 par value per share (the "Common Shares"), record owners of limited
partnership interests (the "OP Units") of Glimcher Properties Limited
Partnership (the "Partnership") and investors ("new investors") who are not
currently record or beneficial holders of Common Shares or record holders of
OP Units, with a simple and convenient method of investing in Common Shares
without paying any brokerage commissions, service charges or other expenses.
Some of the significant features of the Plan are as follows:
Participants in the Plan may:
-- have cash distributions on all of the Common Shares or OP Units owned
by them automatically reinvested in Common Shares, and have the option of
investing in Common Shares by making cash payments of $100 to $3,000 per
calendar quarter, or
-- have cash distributions on less than all of such Common Shares or OP
Units automatically reinvested in Common Shares while continuing to receive
the remainder of their cash distributions, and have the option of investing
in Common Shares by making cash payments of $100 to $3,000 per calendar
quarter, or
-- invest in Common Shares only by making optional cash payments of $100
to $3,000 per calendar quarter, or
-- invest in Common Shares only by making optional cash payments in
excess of $3,000 per calendar quarter, with the permission of the Company.
Under the Plan, Harris Trust and Savings Bank or any successor bank or
trust company as may from time to time be designated by the Company (the
"Agent"), will buy, at the Company's direction, newly issued Common Shares
from the Company or Common Shares in the open market or in negotiated
transactions with third parties. At present, the Company expects that the
Agent will usually purchase newly issued Common Shares from the Company.
Subject to certain limitations described below, the purchase price (before
giving effect to any Waiver Discount (as defined in the Summary) of newly
issued Common Shares on any given Investment Date (as defined in Question 19)
will be the average of: the average of the high and low sale prices of the
Common Shares on the New York Stock Exchange for each of the twelve Trading
Days preceding such Investment Date that such average equals or exceeds the
Threshold Price (as defined in the Summary), if any, for such Investment
Date. If, for each of the twelve Trading Days, the average of the high and
low sale prices of the Common Shares on the New York Stock Exchange for such
Trading Day does not equal or exceed the Threshold Price, if any, then the
purchase price (before giving effect to any Waiver Discount) will be
determined by the Company on the basis of such market quotations as it deems
appropriate. A "Trading Day" is any day on which trades in the Common Shares
are reported on the New York Stock Exchange. Subject to certain limitations
described below, the purchase price of the Common Shares, if the Agent is
purchasing Common Shares in the open market or in negotiated transactions
with third parties, will be the weighted average of the prices so paid for
such Common Shares for the relevant Investment Date.
(Continued on next page)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
April 23, 1998
<PAGE>
(Continued from previous page)
Holders of Common Shares or OP Units held in their own name ("Record
Owners") may participate in the Plan directly. Holders of Common Shares held
in bank, broker or other nominee names ("Beneficial Owners") may participate
in the Plan by requesting that the bank, broker or other nominee reinvest
distributions and/or make optional cash payments on the Beneficial Owner's
behalf. Alternatively, the Beneficial Owner may request his bank, broker or
other nominee to transfer the Common Shares into the Beneficial Owner's own
name, after which he may participate in the Plan directly (see Question 6).
This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any jurisdiction
to any person to whom it is unlawful to make such an offer or solicitation in
such jurisdiction. No person has been authorized to give any information or
to make any representations other than those contained in this Prospectus in
connection with the offering made hereby, and if given or made, such
information or representations must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication
that information herein is correct as of any time subsequent to the date
hereof.
TABLE OF CONTENTS
PAGE
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .-3-
DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . . . . . . . . .-3-
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-4-
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-4-
SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-5-
THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-8-
DIVIDENDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -25-
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . -25-
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -26-
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -26-
<PAGE>
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), 450 Fifth Street N.W., Washington, D.C. 20549, a Registration
Statement on Form S-3 under the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations promulgated thereunder, with
respect to the Common Shares offered pursuant to this Prospectus. This
Prospectus, which is part of the Registration Statement, does not contain all
of the information set forth in the Registration Statement and the exhibits
thereto. For further information with respect to the Company and the Common
Shares, reference is made to the Registration Statement and such exhibits,
copies of which may be examined without charge at, or obtained upon payment
of prescribed fees from, the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and will also be available for inspection and copying at the regional offices
of the Commission located at Seven World Trade Center, 13th Floor, New York,
New York 10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511.
Statements contained in this Prospectus as to the contents of any
contract or other document which is filed as an exhibit to the Registration
Statement are not necessarily complete, and each such statement is qualified
in its entirety by reference to the full text of such contract or document.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and proxy statements and other information
with the Commission. Such reports, proxy statements and other information
can be inspected and copied at the locations described above. Copies of such
materials can be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, the Commission maintains a Website that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of
this Website is http://www.sec. gov. The Common Shares and the Company's 9
1/4% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest,
par value $.01 per share (the "Series B Preferred Shares") are listed on the
New York Stock Exchange and similar information concerning the Company can be
inspected and copied at the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
The Company furnishes its shareholders with annual reports containing
audited financial statements with a report thereon by its independent public
accountants, and quarterly reports containing unaudited financial information
for each of the first three quarters of the fiscal year.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed by the Company with the
Commission, are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, which includes the description of the Series C Preferred
Shares.
2. The description of the Series A Preferred Shares contained in the
Company's Current Report on Form 8-K dated February 5, 1997 and filed with
the Commission on February 5, 1997.
3. The description of the Series A-1 Preferred Shares contained in the
Company's Current Report on Form 8-K dated November 14, 1997 and filed with
the Commission on November 15, 1997.
4. The Company's Current Report on Form 8-K/A filed with the
Commission on January 27, 1998.
5. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1997.
6. The description of the Common Shares contained in the Company's
Registration Statement on Form 8-A, filed with the Commission on October 21,
1993, and the information thereby incorporated by reference contained in the
Company's Registration Statement on Form S-11 (File No. 33-69740), as amended
by Amendments No. 1, 2, 3, 4 and 5, filed September 30, 1993, November 5,
1993, November 22, 1993, November 30, 1993, January 10, 1994 and January 19,
1994, respectively, under the heading "Description of Shares of Beneficial
Interest."
7. The description of the Series B Preferred Shares contained in the
Company's Registration Statement on Form 8-A, dated November 13, 1997 and
filed with the Commission on November 13, 1997.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in and to
be a part of this Prospectus from the date of filing of such reports and
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in the Registration Statement containing this Prospectus or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, upon the written or
oral request of any such person, a copy of any and all of the documents
referred to above which have been or may be incorporated in this Prospectus
by reference, other than exhibits to those documents. Requests should be
directed to Glimcher Realty Trust, Attention: William Cornely, Senior
Executive Vice President, Chief Operating Officer and Chief Financial
Officer, 20 South Third Street, Columbus, Ohio 43215-3602 (telephone number
(614) 621-9000).
THE COMPANY
The Company, together with its subsidiaries, is a fully integrated,
self-administered and self-managed equity real estate investment trust
("REIT") which owns and operates enclosed regional malls, and community
centers, consisting of community shopping centers and single tenant retail
properties.
The Company was formed on September 1, 1993 as a Maryland real estate
investment trust. The Company's executive offices are located at 20 South
Third Street, Columbus, Ohio 43215-3602, and its telephone number is (614)
621-9000.
USE OF PROCEEDS
To the extent that the Agent purchases newly issued Common Shares
(authorized but previously unissued Common Shares or treasury Common Shares),
rather than Common Shares in the open market or in negotiated transactions
with third parties, the Company will receive the proceeds. To the extent
that the Agent purchases Common Shares in the open market or in negotiated
transactions with third parties the Company will not receive any proceeds.
At present, the Company expects that the Agent generally will purchase newly
issued Common Shares from the Company rather than Common Shares in the open
market or in negotiated transactions with third parties. Any proceeds
received by the Company from any sales of Common Shares sold pursuant to the
Plan will be used for general Company purposes. The Company has no basis for
estimating either the number of Common Shares that will be sold pursuant to
the Plan or the prices at which such Common Shares will be sold.
SUMMARY
The following summary of the Plan is qualified by reference to the full
text of the Plan which is contained herein.
Purposes of the Plan . . . . The primary purpose of the Plan is to provide
Record Owners and Beneficial Owners of Common
Shares, Record Owners of OP Units and
interested new investors, with a simple and
convenient method of investing in Common Shares
without payment of any brokerage commissions,
service charges or other expenses. A secondary
purpose of the Plan is to provide the Company
with a means of raising additional capital
through sales of newly issued Common Shares.
Whether significant amounts of additional
capital are raised may be affected, in part, by
the Company's decision to grant waivers of
limitations relating to optional cash payments
proposed to be made pursuant to Requests for
Waiver, and the Company's decision from time to
time to direct the Agent to purchase newly
issued Common Shares rather than Common Shares
in the open market or in negotiated
transactions with third parties.
Distribution Reinvestments/
Optional Cash Payment
Investments. . . . . . . . . Eligible holders of Common Shares or eligible
holders of OP Units, whether Record Owners or
Beneficial Owners (including investors who have
made an initial investment through the Share
Purchase Program (as defined in this paragraph)
(each, a "participant")), may (i) have cash
distributions on all of the Common Shares or OP
Units, as the case may be, owned by them
automatically reinvested in Common Shares (the
"Distribution Reinvestment Program"), and have
the option of investing in Common Shares (the
"Share Purchase Program") by making optional
cash payments of $100 to $3,000 per calendar
quarter; (ii) have cash distributions on less
than all of such Common Shares or OP Units
automatically reinvested in Common Shares while
continuing to receive the remainder of their
cash distributions, and have the option of
investing in Common Shares by making optional
cash payments of $100 to $3,000 per calendar
quarter; (iii) invest in Common Shares only by
making optional cash payments of $100 to $3,000
per calendar quarter; or (iv) invest in Common
Shares only by making optional cash payments in
excess of $3,000 per calendar quarter, with the
permission of the Company. Interested new
investors may become participants by choosing
to (i) invest in Common Shares by making an
initial optional cash payment of $100 to $3,000
per calendar quarter; or (ii) invest in Common
Shares by making an initial cash payment in
excess of $3,000 per calendar quarter, with the
permission of the Company.
Plan Limitations . . . . . . Each month participants have the option to make
optional cash payments of no less than $100,
subject to a limitation of $3,000 per calendar
quarter (unless the participant has obtained
approval of the Company to exceed such
quarterly limit). Optional cash payments in
excess of $3,000 may be made by a participant
only upon such participant's submission to the
Company of a completed and signed Request for
Waiver and the Company's grant of a waiver of
limitations relating to the optional cash
payments proposed to be made pursuant to such
Request for Waiver (an "Accepted Request for
Waiver"). There is no pre-established maximum
limit applicable to optional cash payments that
may be made pursuant to Accepted Requests for
Waivers.
Purchase Price . . . . . . . Subject to certain limitations described below,
the purchase price of Common Shares purchased
in the open market or in negotiated
transactions with third parties will be the
weighted average price for all of such Common
Shares so purchased by the Agent. Subject to
certain limitations described below, the
purchase price (before giving effect to any
Waiver Discount) of newly issued Common Shares
on any given Investment Date will be the
average of: the average of the high and low
sale prices of the Common Shares on the New
York Stock Exchange for each of the twelve
Trading Days preceding such Investment Date
that such average equals or exceeds the
Threshold Price, if any, for such Investment
Date. If, for each of the twelve Trading Days,
the average of the high and low sale prices of
the Common Shares on the New York Stock
Exchange for such Trading Day does not equal or
exceed the Threshold Price, if any, then the
purchase price (before giving effect to any
Waiver Discount) will be determined by the
Company on the basis of such market quotations
as it deems appropriate. A "Trading Day" is
any day on which trades in the Common Shares
are reported on the New York Stock Exchange.
The purchase price, as so determined and before
giving effect to any Waiver Discount, is
referred to herein as the "Market Price."
Notwithstanding the foregoing, in no event
shall the purchase price for a newly issued
Common Share (after taking into account any
Waiver Discount), whether pursuant to optional
cash payments or distribution reinvestment, be
less than the sum of (i) 95% of the fair market
value of a Common Share on the Investment Date,
plus (ii) any brokerage commissions and related
charges described in Question 39. Also, in the
case of the purchase of a Common Share in the
open market or negotiated transactions with
third parties, pursuant to an optional cash
payment, in no event shall the sum of any
brokerage commissions and related charges
described in Question 39 exceed 5% of the fair
market value of such Common Share. The
preceding limitations are intended to address
certain federal income tax matters applicable
to the Company. If the Company determines that
the failure to comply with these limitations
with respect to certain participants making
optional cash payments will not have any
adverse tax consequence to the Company, then to
the extent so determined, such limitations will
no longer apply.
Unless it waives its right to do so, the
Company may establish for any Pricing Period
(as defined in Question 13) a minimum price
(the "Threshold Price") in order to provide the
Company with the ability to set a minimum price
at which newly issued Common Shares will be
sold under the Plan on any given Investment
Date. A Threshold Price will only be
established when newly issued Common Shares
will be purchased on the applicable Investment
Date.
Discounts to Purchase
Price. . . . . . . . . . . . The Company will, on the third business day
immediately prior to each Pricing Period,
determine whether to establish a discount from
the Market Price applicable to optional cash
payments made pursuant to Accepted Requests for
Waiver that are used to purchase newly issued
Common Shares. In addition, if a Waiver
Discount exists for a particular Investment
Date, such Waiver Discount will apply to all
optional cash payments applicable to such
Investment Date used to purchase newly issued
Common Shares, not just those made pursuant to
Accepted Requests for Waiver. Such discount
(the "Waiver Discount") shall be between 0% and
3% of the purchase price and may vary each
Investment Date, but once established will
uniformly apply to all optional cash payments
made that are used to purchase newly issued
Common Shares for that Investment Date.
Setting a Waiver Discount for a particular
Investment Date shall not affect the setting of
a Waiver Discount for any subsequent Investment
Date. The Waiver Discount will apply to the
entire optional cash payment and not just the
portion that exceeds $3,000. Notwithstanding
the foregoing, in the case of the purchase of a
Common Share in the open market or negotiated
transactions with third parties, pursuant to an
optional cash payment, in no event shall the
sum of any brokerage commissions and related
charges described in Question 39 exceed 5% of
the fair market value of such Common Share
(except as provided in "Purchase Price"
discussed above).
Requests for Waiver/Waiver
Discounts. . . . . . . . . . The grant of waivers of limitations relating to
optional cash payments proposed to be made
pursuant to Requests for Waiver, and the
setting of Waiver Discounts, if any, will be
considered on the basis of a variety of
factors, which may include the Company's
current and projected capital needs, the
alternatives available to the Company to meet
those needs, prevailing market prices for
Common Shares and other Company securities,
general economic and market conditions,
expected aberrations in the price of trading
volume of the Common Shares, the number of
Common Shares held by the participant
submitting the Request for Waiver, the past
actions of a participant under the Plan, the
aggregate amount of optional cash payments for
which such Request for Waiver have been
submitted and the administrative constraints
associated with granting a waiver. Grants of
waivers will be made in the sole and absolute
discretion of the Company.
Number of Common Shares
Offered. . . . . . . . . . . 2,100,000 Common Shares are authorized to be
issued and registered under the Securities Act
for offering pursuant to the Plan.
THE PLAN
The original Distribution Reinvestment and Share Purchase Plan of the
Company became effective in June 1994. The original Distribution
Reinvestment and Share Purchase Plan has been significantly amended by the
Board of Trustees of the Company (the "Board of Trustees"). The following
questions and answers constitute the Distribution Reinvestment and Share
Purchase Plan, as amended (the "Plan"), of the Company. Holders of Common
Shares ("Shareholders") and holders of OP Units ("OP Unitholders") currently
enrolled in the Company's Distribution Reinvestment and Share Purchase Plan
will automatically be enrolled in the Plan. Participation in the Plan is
entirely voluntary and participants may terminate their participation at any
time. Shareholders and OP Unitholders who do not choose to participate or
who terminate their participation in the Plan will continue to receive cash
distributions, as declared and paid, on their Common Shares or OP Units, as
the case may be, in the usual manner.
Purpose
1. What is the purpose of the Plan?
The primary purpose of the Plan is to provide Record Owners and
Beneficial Owners of Common Shares, Record Owners of OP Units and interested
new investors with a simple and convenient method of investing in Common
Shares without payment of any brokerage commissions, service charges or other
expenses. A secondary purpose of the Plan is to provide the Company with a
means of raising additional capital through sales of newly issued Common
Shares. Whether significant amounts of additional capital are raised may be
affected, in part, by the Company's decision to grant waivers of limitations
relating to optional cash payments proposed to be made pursuant to Requests
for Waiver, and the Company's decision from time to time to direct the Agent
to purchase newly issued Common Shares rather than Common Shares in the open
market or in negotiated transactions with third parties (see Question 13).
The Plan is primarily intended for the benefit of long-term investors,
and not for the benefit of individuals or institutions who engage in short-
term trading activities. The Plan does not limit the aggregate amount of
cash distributions which an individual or an institution may reinvest.
Accordingly, participants with large holdings of Common Shares or OP Units in
the Plan may reinvest a greater amount than participants with smaller
holdings of Common Shares or OP Units in the Plan. In addition, because of
the Waiver Discount feature of the Share Purchase Program, it is possible
that certain financial intermediaries may engage in short-term trading
activities or positioning transactions in order to benefit from any Waiver
Discount. Such short-term trading or positioning transactions could cause
volatility in the composite trading volume and price of the Common Shares.
The Company does not endorse such short-term trading or positioning
transactions and has not entered into any formal or informal arrangements to
facilitate such short-term trading or positioning transactions. Individuals
or institutions that engage in such short-term trading or positioning
transactions may be considered "underwriters" as that term is defined in the
Securities Act. Individuals or institutions considered to be "underwriters"
may incur disclosure obligations and other liabilities under the Securities
Act. The Company reserves the right to modify, suspend or terminate
participation in the Plan by otherwise eligible holders in order to prevent
practices which are not consistent with the purposes of the Plan.
2. What investment options exist under the Plan?
Eligible holders of Common Shares or eligible holders of OP Units,
whether Record Owners or Beneficial Owners (including investors who have made
an initial investment through the Share Purchase Program), may (i) have cash
distributions on all of the Common Shares or OP Units, as the case may be,
owned by them automatically reinvested in Common Shares, and have the option
of investing in Common Shares by making optional cash payments of $100 to
$3,000 per calendar quarter; (ii) have cash distributions on less than all of
such Common Shares or OP Units automatically reinvested in Common Shares
while continuing to receive the remainder of their cash distributions, and
have the option of investing in Common Shares by making optional cash
payments of $100 to $3,000 per calendar quarter; (iii) invest in Common
Shares only by making optional cash payments of $100 to $3,000 per calendar
quarter; or (iv) invest in Common Shares only by making optional cash
payments in excess of $3,000 per calendar quarter, with the permission of the
Company. Interested new investors may become participants by choosing to (i)
invest in Common Shares by making an initial optional cash payment of $100 to
$3,000 per calendar quarter; or (ii) invest in Common Shares by making an
initial cash payment in excess of $3,000 per calendar quarter, with the
permission of the Company.
Advantages and Disadvantages
3. What are the advantages and disadvantages of the Plan?
Advantages
(a) Participants in the Plan receive full investment of their
distributions and optional cash payments because they are not required to pay
brokerage commissions, service charges or other expenses in connection with
purchases of Common Shares under the Plan and because the Plan permits
fractional Common Shares, as well as whole Common Shares, to be purchased
from the Company.
(b) Distributions on all whole and fractional Common Shares credited to
participants' accounts are automatically reinvested in additional whole or
fractional Common Shares.
(c) Newly issued Common Shares purchased using optional cash payments
made pursuant to Accepted Requests for Waivers generally will be purchased
for the Plan at the Market Price, reduced by the Waiver Discount, if any.
(d) Participants also avoid the necessity of safekeeping certificates
representing the Common Shares credited to their accounts and have increased
protection against loss, theft or destruction of such certificates.
Furthermore, certificates representing Common Shares not previously credited
to a participant's account may be deposited for safekeeping as more fully
explained in the answer to Question 25.
(e) A regular statement for each account provides a participant with a
record of each transaction.
Disadvantages
(a) No interest will be paid by the Company or the Agent on
distributions or optional cash payments held pending reinvestment or
investment (see Questions 7 and 12). In addition, optional cash payments of
less than $100 and that portion of optional cash payments in excess of $3,000
per calendar quarter, unless such upper limit has been waived, are subject to
return to the participant without interest. Moreover, all or a portion of
optional cash payments in excess of $3,000 that have been granted a waiver
may also be subject to return to the participant without interest in the
event that the Threshold Price (as defined in Question 13), if any, is not
met for any Trading Days during the related Pricing Period (as defined in
Question 13) (see Question 13).
(b) With respect to newly issued Common Shares, the actual number of
Common Shares to be issued to a participant or credited to the participant's
Plan account will not be determined until after the end of the relevant
Pricing Period. Therefore, during the Pricing Period participants will not
know the actual price per share or number of shares they have purchased.
(c) The Market Price, whether or not reduced by any Waiver Discount,
may exceed the price at which Common Shares are trading on the Investment
Date when the Common Shares are issued or thereafter.
(d) Because optional cash payments must be received by the Agent on or
prior to the Optional Cash Payment Due Date (as defined in Question 14), such
payments may be exposed to changes in market conditions for a longer period
of time than in the case of typical secondary market transactions
(see Questions 14 and 19).
(e) Resales of Common Shares credited to a participant's account under
the Plan will involve the deduction from the proceeds of such resales of any
related brokerage commission, transfer tax or other fees incurred by the
Agent allocable to the resales of such Common Shares (see Question 29).
Administration
4. Who administers the Plan?
Harris Trust and Savings Bank, as Agent for the participants,
administers the Plan, keeps records, sends statements of account to
participants and performs other duties relating to the Plan. All costs of
administering the Plan are paid by the Company. Common Shares purchased
under the Plan are issued in the name of the Agent or its nominee, as agent
for the participants, unless and until a participant requests that a
certificate for all or part of such Common Shares be issued (see Question
23). As record holder of the Common Shares held in participants' accounts
under the Plan, the Agent will receive distributions on all Common Shares
held by it on the distribution record date, will credit such distributions to
the participants' accounts on the basis of full and fractional Common Shares
held in these accounts, and will automatically reinvest, if such participants
have so elected or failed to make any election, such distributions in
additional Common Shares. The Agent makes all purchases of Common Shares
under the Plan.
The following address and telephone number may be used to obtain
information about the Plan:
Harris Trust and Savings Bank
Attention: Dividend Reinvestments
P.O. Box A 3309
Chicago, IL 60690
Telephone number: (800) 738-4931
If you are already a Plan participant, be sure to mention your account
number(s) in any correspondence.
Eligibility
For purposes of this section, responses are generally directed (a) to
existing holders of Common Shares and OP Unitholders, according to the method
by which their Common Shares or OP Units are held, and (b) to new investors.
Existing holders of Common Shares are either Record Owners or Beneficial
Owners. Existing holders of OP Units are Record Owners. A Record Owner is a
person who owns Common Shares or OP Units that are registered in his own
name. A Beneficial Owner is a person who beneficially owns Common Shares
that are registered in a name other than his own name (for example, the
Common Shares are held in the name of a bank, broker or other nominee in
whose name the Beneficial Owner's Common Shares are held). A Record Owner
may participate directly in the Plan, whereas a Beneficial Owner will either
have to become a Record Owner by having one or more Common Shares transferred
into his own name or coordinate his participation in the Plan through the
bank, broker or other nominee in whose name the Beneficial Owner's Common
Shares are held. For more detailed information and instructions, see
Questions 5 and 6.
5. Who is eligible to become a participant?
Record Owners. All Record Owners are eligible to participate directly
in the Plan.
Beneficial Owners. A Beneficial Owner may become a participant by
instructing his bank, broker or other nominee to arrange participation in the
Plan on the Beneficial Owner's behalf. The bank, broker or other nominee
should then make arrangements with its securities depository and the
securities depository will provide the Agent with the information necessary
to allow the Beneficial Owner to participate in the Distribution Reinvestment
Program. Should the Beneficial Owner also wish to participate in the Share
Purchase Program and if the bank, broker or other nominee holds the Common
Shares in the name of a securities depository, a Broker and Nominee Form
("B&N form") must also be sent to the Agent for the bank, broker or other
nominee to participate in the Share Purchase Program on behalf of the
Beneficial Owner.
Alternatively, a Beneficial Owner may request that the number of Common
Shares that the Beneficial Owner wishes to be enrolled in the Plan be
reclassified or reregistered by the bank, broker or other nominee in the
Beneficial Owner's own name as a record owner in order to directly
participate in the Plan.
Non-Shareholders. New investors may participate in the Plan by making
an initial purchase of Common Shares under the Share Purchase Program.
Shareholders, OP Unitholders and new investors whose participation would
be unlawful will not be eligible to participate in the Plan.
Shareholders, OP Unitholders and new investors who are citizens or
residents of a country other than the United States and its territories and
possessions should make certain that their participation in the Plan does not
violate local laws governing such things as taxes, currency and exchange
controls, stock registration, and foreign investments.
Participation by Shareholders
6. How does an eligible shareholder, OP Unitholder or new investor become a
participant?
A Record Owner may become a participant by completing and signing the
enclosed Authorization Form and returning it to the Agent. Additional
Authorization Forms may be obtained at any time by written request to the
Agent at the following address: Harris Trust and Savings Bank, Attention:
Dividend Reinvestments, P.O. Box A 3309, Chicago, IL 60690, or by telephoning
the Agent at: (800) 738-4931. If the Common Shares or OP Units are
registered in more than one name (e.g. joint tenants, trustees, etc.), all
registered holders must complete and sign the Authorization Form.
A Beneficial Owner may become a participant by instructing his bank,
broker or other nominee to arrange participation in the Plan on the
Beneficial Owner's behalf. The bank, broker or other nominee should then
make arrangements with its securities depository and the securities
depository will provide the Agent with the information necessary to allow the
Beneficial Owner to participate in the Distribution Reinvestment Program. If
the bank, broker or other nominee holds the Common Shares in the name of a
securities depository, optional cash payments must be made through the use of
a B&N Form. Interested Beneficial Owners are cautioned to ensure that the
broker, bank or other nominee passes along the proceeds of any applicable
Waiver Discount to the Beneficial Owner's account.
Alternatively, a Beneficial Owner may request that the number of Common
Shares that the Beneficial Owner wishes to be enrolled in the Plan be
reclassified or reregistered by the bank, broker or other nominee in the
Beneficial Owner's own name as a record owner in order to directly
participate in the Plan.
A new investor may, under the Share Purchase Program, become a
participant by making an initial investment of $100 to $3,000 (unless such
upper limit has been waived) and completing and signing an Authorization Form
and returning it to the Agent on or prior to the Optional Cash Payment Due
Date. At the same time, the new participant may designate all, a portion or
none of the Common Shares to be purchased to be enrolled in the Distribution
Reinvestment Program. The Authorization Form should be returned to the
Agent, with payment, on or before the applicable dates discussed below.
For participants wishing to have distributions reinvested with respect
to any Common Shares or OP Units pursuant to the Distribution Reinvestment
Program, a completed and signed Authorization Form requesting reinvestment of
distributions must be received by the Agent at least five business days
before the Record Date established for a particular distribution on such
Common Shares or OP Units. If such an Authorization Form is received less
than five business days before the Record Date established for a particular
distribution on such Common Shares or OP Units, reinvestment of distributions
will begin on the distribution payment date following the next Record Date
provided such Record Owner remains the record holder of such Common Shares or
OP Units. If such Record Owner does not remain the record holder of such
Common Shares or OP Units on such next Record Date, such Authorization Form
shall be returned to the sender and the request for reinvestment of
distributions shall be denied.
For participants wishing to make optional cash payments to purchase
Common Shares under the Share Purchase Program, full payment must be received
by the Agent on or prior to the Optional Cash Payment Due Date.
Any participant who returns an Authorization Form to the Agent without
specifying the number of Common Shares so purchased under the Plan to be
included in the Distribution Reinvestment Program will be enrolled as having
specified that all of such Common Shares be so included in the Distribution
Reinvestment Program. See Question 7 for additional investment option
information.
7. What does the Authorization Form provide?
The Authorization Form appoints the Agent as agent for the participant
and directs the Company to pay to the Agent the participant's cash
distributions on the Common Shares and OP Units owned by the participant on
the applicable Record Date and enrolled in the Distribution Reinvestment
Program, and thereafter including all whole and fractional shares of Common
Shares credited to the participant's Plan account under the Distribution
Reinvestment Program and such number of Common Shares purchased under the
Share Purchase Program as a participant may designate from time to time.
Cash distributions with respect to Common Shares and OP Units enrolled in the
Distribution Reinvestment Program will be automatically reinvested by the
Agent in Common Shares. Any cash distributions on Common Shares or OP Units
that are not enrolled in the Distribution Reinvestment Program will be paid,
as declared and paid, in the usual manner.
The Authorization Form provides for the purchase of Common Shares
through the following investment options:
-- have cash distributions on all of the Common Shares or OP Units owned
by them automatically reinvested in Common Shares, and have the option of
investing in Common Shares by making cash payments of $100 to $3,000 per
calendar quarter, or
-- have cash distributions on less than all of such Common Shares or OP
Units automatically reinvested in Common Shares while continuing to receive
the remainder of their cash distributions, and have the option of investing
in Common Shares by making cash payments of $100 to $3,000 per calendar
quarter, or
-- invest in Common Shares only by making optional cash payments, or an
initial cash payment, of $100 to $3,000 per calendar quarter, or
-- invest in Common Shares only by making optional cash payments, or an
initial cash payment, in excess of $3,000 per calendar quarter, with the
permission of the Company.
Additionally, the Authorization Form directs the Agent to purchase
Common Shares with a participant's optional cash payments, if any, and
directs the Agent to enroll all, a portion or none, at the option of the
participant, of such new Common Shares in the Distribution Reinvestment
Program.
A participant may change his or her investment election by completing
and signing a new Authorization Form and returning it to the Agent (see
Question 6). Any change of election concerning the reinvestment of
distributions must be received by the Agent at least five business days prior
to the Record Date for a distribution payment date (see Question 11) in order
for the change to become effective with respect to that distribution payment.
Regardless of which method of participation is selected, all cash
distributions paid on whole or fractional Common Shares credited to a
participant's Plan account will be reinvested automatically. No interest
will be paid by the Company or the Agent on distributions held pending
reinvestment.
8. What does the B&N Form provide?
The B&N Form provides the only means other than redesignation of the
Common Shares in the Beneficial Owner's own name, by which a bank, broker or
other nominee holding shares of a Beneficial Owner in the name of a
securities depository may invest optional cash payments on behalf of such
Beneficial Owner. A B&N Form must be delivered to the Agent each time that
such bank, broker or other nominee transmits optional cash payments on behalf
of a Beneficial Owner. Forms may be obtained at any time by written request
to the Agent at the following address: Harris Trust and Savings Bank,
Attention: Dividend Reinvestments, P.O. Box A 3309, Chicago, IL 60690, or by
telephoning the Agent at: (800) 738-4931.
Prior to submitting the B&N Form, the bank, broker or other nominee for
a Beneficial Owner must make arrangements with its securities depository and
the Agent in order to participate on behalf of the Beneficial Owner.
The B&N Form and appropriate instructions must be received by the Agent
at least five business days prior to an Investment Date or the payment will
not be invested until the following Investment Date.
9. When may an eligible shareholder, OP Unitholder or new investor
participant in the Plan?
The Plan became effective on June 15, 1994. The Plan applies to cash
distributions paid after August 1, 1994, and optional cash payments received
upon enrollment or thereafter in accordance with the terms of the Plan.
Record Owners, Beneficial Owners and new investors may participate in the
Plan subject to compliance with the procedures described herein.
10. May I reinvest less than the full amount of my distributions?
Yes. Participants may designate any desired number of their Common
Shares or OP Units for which distributions are to be reinvested.
Distributions will thereafter be reinvested only on the number of Common
Shares or OP Units specified, and the participant will continue to receive
cash distributions, as declared and paid, on the remainder of the Common
Shares or OP Units, as the case may be, in the usual manner. However, all
cash distributions paid on whole or fractional Common Shares credited to a
participant's Plan account will be reinvested automatically.
11. How and when can a participant change the amount of distributions to be
reinvested?
A participant may change his investment election by completing and
signing a new Authorization Form and returning it to the Agent. Any change
of election concerning the reinvestment of distributions must be received by
the Agent at least five business days prior to the Record Date for a
distribution payment date in order for the change to become effective with
respect to that distribution payment.
Optional Cash Payments
12. How does the optional cash payment feature of the Plan work?
All Record Owners and new investors who have timely completed, signed
and returned Authorization Forms indicating their intention to participate in
the Share Purchase Program, and Beneficial Owners whose brokers, banks or
other nominees have timely indicated their intention to participate in the
Share Purchase Program (except for Beneficial Owners whose brokers, banks or
other nominees hold the Common Shares of the Beneficial Owners in the name of
a securities depository), are eligible to invest monthly in Common Shares,
whether or not a distribution is declared. Once during each month, a
participant shall have the option to make an optional cash payment (of no
less than $100), subject to the $3,000 per calendar quarter limitation
described in Question 13. If a bank, broker or other nominee holds Common
Shares of a Beneficial Owner in the name of a securities depository, optional
cash payments must be made through the use of the B&N Form (see Questions 6
and 8). Participants in the Plan are not obligated to participate in the
Share Purchase Program. The same amount need not be sent each time, and
there is no obligation to make an optional cash payment in any calendar
quarter.
Optional cash payments must be accompanied by an Authorization Form or a
B&N Form, as applicable. An initial optional cash payment may be made by a
participant when enrolling in the Share Purchase Plan by sending the Agent a
check or money order (together with a completed and signed optional cash
payment form), made payable to "Harris Trust and Savings Bank", or making a
wire transfer to "Harris Trust and Savings Bank", and in each case delivering
a completed and signed Authorization Form or B&N Form, as applicable. Wire
transfers for waivers may be used only if approved in advance by the Agent.
Checks returned for any reason will not be resubmitted for collection and
participants will be charged the Agent's customary fee for returned checks.
Checks and money orders are accepted subject to timely collection as good
funds and verification of compliance with the terms of the Plan.
Optional cash payment forms may be obtained at any time by written
request to the Agent at the following address: Harris Trust and Savings Bank,
Attention: Dividend Reinvestments, P.O. Box A 3309, Chicago, IL 60690, or by
telephoning the Agent at: (800) 738-4931. Once a participant has enrolled in
the Plan an optional cash payment form will be attached to each statement of
account sent to the participant. Checks, money orders and optional cash
payment forms should be mailed to: Harris Trust and Savings Bank, Attention:
Dividend Reinvestments, P.O. Box A 3309, Chicago, IL 60690, or by telephoning
the Agent at: (800) 738-4931.
No interest will be paid by the Company or the Agent on optional cash
payments held pending investment.
Optional cash payments must be in United States dollars. Do not send
cash. Checks not drawn on a United States bank are subject to collection and
collection fees and will be invested on the Investment Date when the shares
are issued or thereafter. The trading price on the Investment Date generally
governs the amount of taxable income to participants. See Question 39.
13. What limitations apply to optional cash payments?
Each optional cash payment is subject to a minimum per month purchase
limit of $100 and a maximum per calendar quarter purchase limit of $3,000
(unless such limit has been waived). Therefore, during any calendar quarter,
optional cash payments made during one month will be aggregated with optional
cash payments made during another month, in order to determine whether
quarterly purchase limits have been exceeded. For purposes of these
limitations, all Plan accounts under the common control or management of a
participant, or a bank, broker or other nominee, will be aggregated.
Generally, optional cash payments of less than $100 and that portion of any
optional cash payment which exceeds the maximum calendar quarterly purchase
limit of $3,000 (unless such limit has been waived by the Company) will be
returned to participants without interest at the end of the relevant Pricing
Period. The Pricing Period shall mean the period encompassing the twelve
Trading Days preceding any given Investment Date.
The Company will, on the third business day immediately prior to each
Pricing Period, determine whether to establish a discount from the Market
Price applicable to optional cash payments made pursuant to Accepted Requests
for Waiver that are used to purchase newly issued Common Shares. In
addition, if a Waiver Discount exists for a particular Investment Date, such
Waiver Discount will apply to all optional cash payments applicable to such
Investment Date used to purchase newly issued Common Shares, not just those
made pursuant to Accepted Requests for Waiver. The Waiver Discount shall be
between 0% and 3% of the purchase price and may vary each Investment Date,
but once established will uniformly apply to all optional cash payments made
pursuant to Accepted Requests for Waiver that are used to purchase newly
issued Common Shares for that Investment Date. Setting a Waiver Discount for
a particular Investment Date shall not affect the setting of a Waiver
Discount for any subsequent Investment Date. The Waiver Discount will apply
to the entire optional cash payment and not just the portion that exceeds
$3,000. Notwithstanding the foregoing, in the case of the purchase of a
Common Share in the open market or negotiated transactions with third
parties, pursuant to an optional cash payment, in no event shall the sum of
any brokerage commissions and related charges described in Question 39 exceed
5% of the fair market value of such Common Share. Also, in no event shall
the purchase price for a newly issued Common Share (after taking into account
any Waiver Discount), whether pursuant to optional cash payments or
distribution reinvestment, be less than the sum of (i) 95% of the fair market
value of a Common Share on the Investment Date, plus (ii) any brokerage
commissions and related charges described in Question 39. The preceding
limitations are intended to address certain federal income tax matters
applicable to the Company. If the Company determines that the failure to
comply with these limitations with respect to certain participants making
optional cash payments will not have any adverse tax consequence to the
Company, then to the extent so determined, such limitations will no longer
apply.
Participants may make optional cash payments of at least $100 and no
more than $3,000 each calendar quarter without the approval of the Company.
Optional cash payments in excess of $3,000 may be made by a participant only
upon such participant's submission to the Company of a completed and signed
Request for Waiver and the Company's grant of a waiver of limitations
relating to the optional cash payments proposed to be made pursuant to such
Request for Waiver. There is no pre-established maximum limit applicable to
optional cash payments that may be made pursuant to Accepted Requests for
Waivers. A Request for Waiver must be received by the Company no later than
12:00 noon Eastern Time on the second business day immediately prior to each
Pricing Period. Request for Waiver forms will be furnished at any time upon
request to the Agent at the address specified in Question 4. Participants
interested in obtaining further information about any proposed Request for
Waiver should contact William Cornely, Senior Executive Vice President, Chief
Operating Officer and Chief Financial Officer of the Company, at (614) 621-
9000.
The grant of waivers of limitations relating to optional cash payments
proposed to be made pursuant to Requests for Waiver, and the setting of
Waiver Discounts, if any, will be considered on the basis of a variety of
factors, which may include the Company's current and projected capital needs,
the alternatives available to the Company to meet those needs, prevailing
market prices for Common Shares and other Company securities, general
economic and market conditions, expected aberrations in the price of trading
volume of the Common Shares, the number of Common Shares held by the
participant submitting the Request for Waiver, the past actions of a
participant under the Plan, the aggregate amount of optional cash payments
for which such Request for Waiver have been submitted and the administrative
constraints associated with granting a waiver. Grants of waivers will be
made in the sole and absolute discretion of the Company.
Unless it waives its right to do so, the Company may establish for any
Pricing Period a Threshold Price in order to provide the Company with the
ability to set a minimum price at which newly issued Common Shares will be
sold under the Plan on any given Investment Date. A Threshold Price will
only be established when newly issued Common Shares will be purchased on the
applicable Investment Date.
The Company will, on the third business day immediately prior to each
Pricing Period, determine whether to establish a Threshold Price and/or
Waiver Discount and, if a Threshold Price and/or Waiver Discount is
established, the Company will notify the Agent of the amount of such
Threshold Price and Waiver Discount, as the case may be. Setting a Threshold
Price and/or Waiver Discount for a Pricing Period shall not affect the
setting of a Threshold Price or a Waiver Discount for any subsequent Pricing
Period. For any Investment Date, the Company may waive its right to set a
Threshold Price and/or Waiver Discount.
The determination whether to establish a Threshold Price and/or Waiver
Discount and, if a Threshold Price or Waiver Discount is established, its
amount, will be made by the Company at its sole and absolute discretion after
a review of current market conditions, the level of participation in the
Plan, the Company's current and projected capital needs and other relevant
factors. Neither the Company nor the Agent shall be required to provide any
written notice to participants as to whether a Threshold Price and/or Waiver
Discount has been established for any Pricing Period. Participants, however,
may ascertain whether a Threshold Price and/or Waiver Discount applicable to
a given Pricing Period has been set by contacting William Cornely, Senior
Executive Vice President, Chief Operating Officer and Chief Financial Officer
of the Company at (614) 621-9000.
The Threshold Price, if established for any Investment Date, will be a
stated dollar amount that the average of the high and low sale prices of the
Common Shares on the New York Stock Exchange for each of the twelve Trading
Days preceding the relevant Investment Date must equal or exceed. In the
event that the Threshold Price is not equalled or exceeded for a Trading Day
in such twelve Trading Day period, then the average of the high and low sale
prices of the Common Shares on the New York Stock Exchange for that Trading
Day would be excluded from the calculation of the Market Price for newly
issued Common Shares on the Investment Date. Thus, for example, if the
Threshold Price were not equalled or exceeded for three of the twelve Trading
Days in any such twelve Trading Day period, then the Market Price for newly
issued Common Shares on the Investment Date would be based upon the average
of: the average of the high and low sale prices of the Common Shares on the
New York Stock Exchange for each of the nine Trading Days that such average
equalled or exceeded the Threshold Price. If, for each of the twelve Trading
Days, the average of the high and low sale prices of the Common Shares on the
New York Stock Exchange for such Trading Day does not equal or exceed the
Threshold Price, if any, then the purchase price (before giving effect to any
Waiver Discount) will be determined by the Company on the basis of such
market quotations as it deems appropriate.
In addition, for each Trading Day on which the Threshold Price is not
satisfied, 1/12 of each optional cash payment made by a participant pursuant
to an Accepted Request for Waiver will be returned to such participant,
without interest, as soon as practicable after the applicable Investment
Date. In the example above, therefore, 3/12 of each participant's optional
cash payment made pursuant to an Accepted Request for Waiver would be
returned to such participant by check, without interest, as soon as
practicable after the applicable Investment Date. This return procedure will
only apply when newly issued Common Shares are purchased directly from the
Company for optional cash payments made pursuant to Accepted Requests for
Waiver and the Company has set a Threshold Price with respect to the relevant
twelve Trading Day period.
14. When will optional cash payments received by the Agent be invested?
The Agent will apply any optional cash payments received from a
participant on or prior to the last business day immediately prior to each
Pricing Period ("Optional Cash Payment Due Date") to the purchase of Common
Shares for the account of the participant on the applicable Investment Date
if such Common Shares are newly issued Common Shares and as soon as
practicable after such Investment Date if such Common Shares are purchased in
the open market or in negotiated transactions with third parties.
15. When must optional cash payments be received by the Agent and cleared?
In order for funds to be considered timely received, the Agent must
receive a check, money order or wire transfer by the last business day
immediately prior to each Pricing Period and such check, money order or wire
transfer must clear before the related Investment Date. Wire transfers for
waivers may be used only if approved in advance by the Agent. Checks and
money orders are accepted subject to timely collection as good funds and
verification of compliance with the terms of the Plan. Checks returned for
any reason will not be resubmitted for collection.
Any checks, money orders or wire transfers received more than thirty
days prior to any Investment Date shall be promptly returned, without
interest.
No interest will be paid by the Company or the Agent on optional cash
payments held pending investment.
16. May a refund of uninvested optional cash payments be obtained?
Upon telephone or written request to the Agent received at least five
business days prior to any Optional Cash Payment Due Date, any optional cash
payments that have been delivered to the Agent shall not be invested and
shall be returned to the participant as soon as practicable. Requests
received less than five business days prior to such date will not be returned
but instead will be invested on the next related Investment Date. Also, each
optional cash payment, to the extent that it does not either conform to the
limitations described in Question 13 or, if it is a check or money order,
does not clear within the limit described in Question 15, will be returned to
the participant as soon as practicable.
17. Are there any expenses to participants in connection with their
participation in the Plan?
Participants will incur no brokerage commissions or service charges in
connection with the reinvestment of distributions under the Distribution
Reinvestment Program or the investment of optional cash payments under the
Share Purchase Program. The Company will pay all other costs of
administration of the Plan. However, participants who request that the Agent
sell all or any portion of their Common Shares will receive any proceeds less
any related brokerage commission, transfer tax or other fees (see Question
29).
Purchases
18. What is the source of the Common Shares purchased under the Plan?
Common Shares purchased for participant's accounts under the Plan may be
purchased by the Agent either (a) from newly issued Common Shares or (b) in
the open market (on the New York Stock Exchange or any securities exchange
where the Common Shares are then traded or in the over-the-counter market) or
in negotiated transactions with third parties.
19. When will Common Shares be purchased for participants' accounts?
Purchases of newly issued Common Shares will be made for any month in
which a distribution is paid on the distribution payment date and in any
other month, on the fifteenth day (or if such day is not a business day, the
next succeeding business day) of such month (such day, an "Investment Date").
Purchases in the open market or in negotiated transactions with third parties
will begin on the Investment Date and will be completed no later than 30 days
from such date except where completion at a later date is necessary or
advisable under any applicable securities laws and regulations. The exact
timing of open market purchases or negotiated transactions with third
parties, including determining the number of Common Shares, if any, to be
purchased on any day or at any time of that day, the prices paid for such
Common Shares, the markets on which such purchases are made and the persons
(including brokers and dealers) from or through which such purchases are made
shall be determined by the Agent or the broker selected by it for that
purpose. In making purchases for a participant's account, the Company or the
Agent may commingle the participant's funds with those of other shareholders
of the Company participating in the Plan. All Common Shares purchased by the
Agent in the open market or negotiated transactions with third parties using
participant's funds shall be treated for federal income tax purposes as
having been so purchased by the Agent as agent for such participants.
Neither the Company nor the Agent shall be liable when conditions, including
compliance with the Rules and Regulations of the Securities and Exchange
Commission, prevent the purchase of Common Shares or interfere with the
timing of such purchases.
20. What is the price of Common Shares purchased by participants under the
Plan?
Subject to certain limitations described below, for each Investment
Date, the purchase price of Common Shares purchased in the open market or in
negotiated transactions with third parties will be the weighted average price
for such Common Shares so purchased by the Agent as of such Investment Date.
Subject to certain limitations described below, the purchase price (before
giving effect to any Waiver Discount) of newly issued Common Shares on any
given Investment Date will be the average of: the average of the high and low
sale prices of the Common Shares on the New York Stock Exchange for each of
the twelve Trading Days preceding such Investment Date that such average
equals or exceeds the Threshold Price, if any, for such Investment Date. If,
for each of the twelve Trading Days, the average of the high and low sale
prices of the Common Shares on the New York Stock Exchange for such Trading
Day does not equal or exceed the Threshold Price, if any, then the purchase
price (before giving effect to any Waiver Discount) will be determined by the
Company on the basis of such market quotations as it deems appropriate. In
addition, if a Waiver Discount exists for a particular Investment Date, such
Waiver Discount will apply to all optional cash payments applicable to such
Investment Date used to purchase newly issued Common Shares, not just those
made pursuant to Accepted Requests for Waiver. Notwithstanding the
foregoing, in the case of the purchase of a Common Share in the open market
or negotiated transactions with third parties, pursuant to an optional cash
payment, in no event shall the sum of any brokerage commissions and related
charges described in Question 39 exceed 5% of the fair market value of such
Common Share. Also, in no event shall the purchase price for a newly issued
Common Share (after taking into account any Waiver Discount), whether
pursuant to optional cash payments or distribution reinvestment, be less than
the sum of (i) 95% of the fair market value of a Common Share on the
Investment Date, plus (ii) any brokerage commissions and related charges
described in Question 39. The preceding limitations are intended to address
certain federal income tax matters applicable to the Company. If the Company
determines that the failure to comply with these limitations with respect to
certain participants making optional cash payments will not have any adverse
tax consequence to the Company, then to the extent so determined, such
limitations will no longer apply.
Neither the Company nor any participant shall have any authorization or
power to direct the time or price at which shares will be purchased or the
selection of the broker or dealer through or from whom purchases are to be
made by the Agent.
21. How many Common Shares will be purchased for a participant?
The number of Common Shares to be purchased for a participant's account
as of any Investment Date will be equal to the total dollar amount to be
invested for the participant divided by the applicable purchase price (after
giving effect to any Waiver Discount and any overall limitations discussed
above), computed to at least three decimal places. For a participant who has
elected to reinvest distributions on Common Shares or OP Units registered in
the participant's name, the total dollar amount to be invested as of any
distribution payment date will be the sum of (a) the distribution on all or a
part of the Common Shares or OP Units registered in the participant's own
name, (b) any optional cash payments to be invested as of that Investment
Date and (c) the distribution on all Common Shares (including fractional
shares) previously credited to the participant's Plan account. For a
participant who has elected to invest only optional cash payments, the total
dollar amount to be invested as of any Investment Date will be the sum of (x)
any optional cash payments to be invested as of that Investment Date and (y)
the distribution on all Common Shares (including fractional Common Shares)
previously credited to the participant's Plan account.
The amount to be invested for a participant residing in the United
States will be reduced by any amount the Company is required to deduct for
federal tax withholding purposes (see Question 39).
Reports to participants
22. What reports are sent to participants in the Plan?
After an investment is made for a participant's account, whether by
reinvestment of distributions or by optional cash payment, the participant
will be sent a statement which will provide a record of the cost of the
Common Shares purchased for that account, the number of Common Shares
purchased, the date on which the Common Shares were purchased and the number
of Common Shares in that account. In addition, each participant will be sent
income tax information for reporting distributions paid.
In addition, participants will receive copies of other communications
sent to record holders of Common Shares, including the Company's annual
report to its shareholders, the notice of annual meeting and proxy statement
in connection with its annual meeting of shareholders and Internal Revenue
Service information for reporting distributions paid on Common Shares.
Share Certificates
23. Are certificates issued to participants for Common Shares purchased
under the Plan?
Yes. Common Shares purchased under the Plan are registered in the name
of the Agent or its nominee, as agent for the participants in the Plan. A
certificate for any number of whole Common Shares credited to a participant's
Plan account will be issued to the participant upon written request to the
Agent. Such requests will be handled by the Agent, normally within two
weeks, at no charge to the participant. Any remaining whole Common Shares
and a fraction of a Common Share will continue to be credited to the
participant's account. If a participant is a Beneficial Owner, any written
request must be placed through such participant's bank, broker or other
nominee.
Common Shares while credited to the account of a participant under the
Plan may not be pledged, sold or otherwise transferred. A participant who
wishes to pledge, sell or transfer such Common Shares must request that a
certificate for such Common Shares first be issued in the participant's name.
24. What is the effect on a participant's Plan account if a participant
requests a certificate for whole Common Shares held in the account?
If a participant maintains an account for reinvestment of distributions,
all distributions on the Common Shares for which a certificate is requested
would continue to be reinvested under the Plan so long as such Common Shares
remain registered in the participant's name. If the participant maintains a
Plan account only for optional cash payments, distributions on Common Shares
for which a certificate is requested would no longer be reinvested under the
Plan unless and until the participant submits an Authorization Form to
authorize reinvestment of distributions on Common Shares registered in the
participant's name (see Questions 6 through 8).
25. May Common Shares held in certificate form be deposited in a
participant's Plan account?
Yes, whether or not the participant has previously authorized
reinvestment of distributions. All distributions on any Common Shares
evidenced by certificates deposited in accordance with the Plan will
automatically be reinvested. The participant should contact the Agent for
the proper procedure to deposit certificates.
Withdrawal from the Plan
26. May a participant withdraw from the Plan?
Yes, by providing written notice instructing the Agent to terminate the
account.
27. What happens when a participant terminates an account?
If a participant's notice of termination is received by the Agent at
least five business days prior to the record date for a distribution payment
date, reinvestment of distributions and investments of optional cash payments
will cease as of the date notice of termination is received by the Agent. If
the notice of termination is received later than five business days prior to
the record date for a distribution payment date, the termination may not
become effective until after the investment of any distributions and optional
cash payments to be invested as of the next Investment Date.
When terminating an account, the participant may request that a
certificate be issued for all whole Common Shares held in the account. As
soon as practicable after notice of termination is received, the Agent will
send to the participant (a) a certificate for all whole Common Shares held in
the account and (b) a check representing any uninvested optional cash
payments remaining in the account and the value of any fractional Common
Share held in the account. After an account is terminated, all distributions
for the terminated account will be paid to the shareholder unless the
shareholder re-elects to participate in the Plan.
When terminating an account, the participant may request that all Common
Shares, both full and fractional, credited to the Plan account be sold or
that certain of the Common Shares be sold and a certificate be issued for the
remaining Common Shares (see Question 29). The Agent will remit to the
participant the proceeds of any sale of Common Shares, less any related
brokerage commission, transfer tax or other fees incurred by the Agent
allocable to the sale of such Common Shares.
28. When may a shareholder re-elect to participate in the Plan?
Generally, a shareholder or OP Unitholder of record may re-elect to
participate at any time. However, the Agent reserves the right to reject any
Authorization Form on the grounds of excessive joining and withdrawing. Such
reservation is intended to minimize unnecessary administrative expense and to
encourage use of the Plan as a long-term shareholder investment service.
Sale of Common Shares
29. May a participant request that Common Shares held in a Plan account be
sold?
Yes. A participant may request that all or any portion of the Common
Shares held in a Plan account be sold either when an account is being
terminated (see Question 27) or without terminating the account. However, a
fractional Common Share will not be sold unless all Common Shares held in the
account are sold. If all Common Shares (including any fractional share) held
in a Plan account are sold, the account will automatically be terminated, and
the participant, or, if the participant is a Beneficial Owner, his bank,
broker or other nominee, will have to complete, sign and return to the Agent
a new Authorization Form or B&N Form, as the case may be, (see Questions 6
through 8) in order to again participate in the Plan.
Within seven days after receipt of a participant's written request to
sell Common Shares held in a Plan account, the Agent will place a sell order
through a broker or dealer designated by the Agent. The participant will
receive the proceeds of the sale less any brokerage commission, transfer tax
or other fees incurred or imposed by the Agent allocable to the sale of such
Common Shares. Harris Trust and Savings Bank currently imposes a service
charge of $10.00 per transaction plus $0.10 per share.
30. What happens when a participant sells or transfers all the Common Shares
registered in the participant's name?
He may remain a participant and may continue to make optional cash
payments, in which case the Agent will continue to reinvest the distributions
on the Common Shares credited to the participant's account under the Plan
unless the participant notifies the Agent that he wishes to terminate the
account.
Other Information
31. What happens if the Company authorizes shares distribution or splits its
shares?
In the event of a shares split or a shares distribution payable in
Common Shares, the Agent will receive and credit to the participant's Plan
account the applicable number of whole and/or fractional Common Shares based
both on the number of Common Shares held in the participant's Plan account
and the number of Common Shares registered in the participant's own name as
of the record date for the shares distribution or split.
32. What happens if the Company has a rights offering?
If the Company has a rights offering in which separately tradeable and
exercisable rights are issued to registered holders of Common Shares, the
rights attributable to whole Common Shares held in a participant's Plan
account will be transferred to the Plan participant as promptly as
practicable after the rights are issued. Rights attributable to fractional
Common Shares will be sold, and the proceeds will be treated as an optional
cash payment.
33. How are a participant's Common Shares voted at a shareholders meeting?
If the participant is a Record Owner, the participant will receive a
proxy card covering both shares registered in the participant's name and
shares held in the Plan. If the participant is a Beneficial Owner, the
participant will receive a proxy covering Common Shares held in the Plan
through his bank, broker or other nominee.
If a proxy is returned properly signed and marked for voting, all of the
shares covered by the proxy will be voted as marked. If a proxy is returned
properly signed but no voting instructions are given, all of the
participant's shares will be voted in accordance with recommendations of the
Board of Trustees, unless applicable laws require otherwise. If the proxy is
not returned, or if it is returned unexecuted or improperly executed, shares
registered in a participant's name may be voted only by the participant in
person.
34. What is the responsibility of the Company and the Agent under the Plan?
The Company and the Agent, in administering the Plan, are not liable for
any act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability (a) arising out of a failure to
terminate a participant's account upon such participant's death, prior to
receipt by the Agent of notice in writing of such death, (b) with respect to
the prices and times at which Common Shares are purchased or sold for a
participant or (c) with respect to any fluctuation in market value before or
after any purchase or sale of Common Shares. Neither the Agent, the Company,
nor any agent for either shall have any duties, responsibilities or
liabilities except such as are expressly set forth in the Plan. Since the
Company has delegated all responsibility for administering the Plan to the
Agent, the Company specifically disclaims any responsibility for any of the
Agent's actions or inactions in connection with the administration of the
Plan. Neither the trustees, officers or shareholders of the Company shall
have any personal liability under the Plan.
All notices from the Agent to a participant will be addressed to the
participant's last known address. Participants should notify the Agent
promptly in writing of any change of address.
The Agent may resign as administrator of the Plan at any time, in which
case the Company shall appoint a successor administrator. In addition, the
Company may replace the Agent with a successor administrator at any time.
35. May the Plan be amended, suspended or terminated?
While the Company expects to continue the Plan indefinitely, the Company
may amend, suspend or terminate the Plan at any time, but such action shall
have no retroactive effect that would prejudice the interests of the
participants. To the extent practicable, any such amendment, suspension or
termination will be announced to participants at least 30 days prior to its
effective date.
36. What happens if the Plan is terminated?
Each participant will receive (a) a certificate for all whole Common
Shares held in the participant's account and (b) a check representing the
value of any fractional Common Share held in the participant's account and
any unreinvested distributions or optional cash payments held in the account
less any related brokerage commissions, transfer tax or other fees incurred
by the Agent allocable to the sale of such Common Shares.
37. Who interprets and regulates the Plan?
The Company is authorized to issue such interpretations, adopt such
regulations and take such actions as it may deem reasonably necessary or
advisable to effectuate the Plan. Any action to effectuate the Plan taken by
the Company or the Agent in the good faith exercise of its judgment will be
binding on participants.
38. What law governs the Plan?
The terms and conditions of the Plan and its operation shall be governed
by the laws of the State of Maryland.
39. What are the federal income tax consequences of participation in the
Plan?
Participants should consult their personal tax advisors with specific
reference to their own tax situations and potential changes in the applicable
law as to all Federal, state, local, foreign and other tax matters in
connection with the reinvestment of distributions and purchases of Common
Shares under the Plan, the participant's tax basis and holding period for
Common Shares acquired under the Plan and the character, amount and tax
treatment of any gain or loss realized on the disposition of Common Shares.
The income tax consequences for participants who are not United States
citizens or resident aliens are not discussed herein. The following is only
a brief summary of some of the Federal income tax considerations applicable
to the Plan, is for general information only, and is not tax advice.
Shareholder Distribution Reinvestment And Optional Cash Payments
In the case of newly-issued Common Shares purchased by the Agent from
the Company using cash distributions, a participant will be treated for
Federal income tax purposes as having received a distribution equal to the
fair market value on the Investment Date of the Common Shares so acquired.
With respect to Common Shares purchased by the Agent in the open market or in
negotiated transactions with third parties (hereafter "an open market
transaction"), the Internal Revenue Service has indicated in somewhat similar
situations that the amount of the distribution received by a participant
would include the fair market value on the Investment Date of the Common
Shares acquired and a pro-rata share of any brokerage commissions or other
related charges (hereafter "Commissions") paid by the Company in connection
with the Agent's purchase of the Common Shares on behalf of the participant.
A participant who makes an optional cash payment to the Plan will be
treated as receiving a cash distribution equal to the sum of (i) the excess,
if any, of the fair market value of the Common Shares credited to the
participant's account, less the amount of the optional cash payment, plus
(ii) a pro-rata share of any Commissions paid by the Company on behalf of the
participant if the Common Shares are acquired by the Agent in an open market
transaction.
As in the case of non-reinvested cash distributions, the distributions
described above will constitute taxable "dividend" income to participants to
the extent of the Company's current and accumulated earnings and profits
allocable to the distributions and any excess distributions will constitute a
return of capital which reduces the basis of a participant's Common Shares or
results in gain to the extent such excess distribution exceeds the
participant's tax basis in his Common Shares. In addition, if the Company
designates part or all of its distributions as capital gain distributions,
such designated amounts would be treated by a participant as long-term
capital gains.
A participant's tax basis in his Common Shares acquired under the Plan
will generally equal the total amount of distributions a participant is
treated as receiving from the Company (as described above), plus the amount
of any optional cash payments that are made. A participant's holding period
in such Common Shares generally begins on the day following the applicable
Investment Date.
OP Unitholder Reinvestment And Optional Cash Payments
There is no clear legal authority regarding the income tax treatment of
a limited partner in a partnership (such as an OP Unitholder) who invests
cash distributions from the partnership in stock of another entity (such as
the Company) that is a partner in the partnership. However, the Company
presently intends to treat an OP Unitholder in the same manner for federal
income tax purposes as any other investor who acquires Common Shares in the
Company through optional cash payments. Thus, in the case of Common Shares
purchased by the Agent, whether through the reinvestment of an OP
Unitholder's Partnership distributions or through an optional cash payment
made by the OP Unitholder, the OP Unitholder will be treated for federal
income tax purposes as having received a distribution from the Company equal
to the sum of (i) the excess, if any, of the fair market value of the Common
Shares credited to the OP Unitholder's account over the amount of cash deemed
paid by the OP Unitholder for the Common Shares (i.e., the amount of the
Partnership distribution and/or any optional cash payment), plus (ii) a pro-
rata share of any Commissions paid by the Company on behalf of the OP
Unitholder if the Common Shares are acquired by the Agent in an open market
transaction.
Distributions from the Partnership with respect to OP Units will be
taxable to OP Unitholders only to the extent that such distributions exceed
such OP Unitholder's tax basis for its OP Units. Any such distribution in
excess of an OP Unitholder's tax basis in its OP Units will generally be
taxable as capital gain, assuming that the OP Units constitute a capital
asset in the hands of the OP Unitholder. However, under Section 751(b) of
the Internal Revenue Code, to the extent a distribution is considered to be
in exchange for an OP Unitholder's interest in substantially appreciated
inventory items or unrealized receivables of the Partnership, the OP
Unitholder may recognize ordinary income rather than a capital gain.
The tax basis of Common Shares acquired for an OP Unitholder under the
Plan by reinvestment of Partnership distributions or through an optional cash
payment will generally equal the total amount of distributions such OP
Unitholder is treated as receiving from the Company (as described above) plus
the amount of cash deemed paid by the OP Unitholder for the Common Shares
(i.e., the amount of the Partnership distribution and/or any optional cash
payment used to acquire the Common Shares). The holding period of Common
Shares acquired under the Plan generally begins on the day following the
applicable Investment Date.
Backup Withholding
In general, any dividend reinvested under the Plan is not subject to
Federal income tax withholding. The Company or the Agent may be required,
however, to deduct as "backup withholding" thirty-one percent (31%) of all
dividends paid to any shareholder, regardless of whether such dividends are
reinvested pursuant to the Plan. Similarly, the Agent may be required to
deduct backup withholding from all proceeds of sales of Common Shares held in
a Plan account. A participant is subject to backup withholding if: (a) the
participant has failed to properly furnish the Company and the Agent with his
correct tax identification number ("TIN"), (b) the Internal Revenue Service
notifies the Company or the Agent that the TIN furnished by the participant
is incorrect, (c) the Internal Revenue Service notifies the Company or the
Agent that backup withholding should be commenced because the participant
failed to report properly dividends paid to him or her or (d) when required
to do so, the participant fails to certify, under penalties of perjury, that
the participant is not subject to backup withholding. Backup withholding
amounts will be withheld from dividends before such dividends are reinvested
under the Plan. Therefore, dividends to be reinvested under the Plan by
participants who are subject to backup withholding will be reduced by the
backup withholding amount. Such withheld amounts constitute a credit on the
participant's income tax return.
Administrative Expenses
The Company intends to take the position that administrative expenses of
the Plan paid by the Company are not constructive distributions to
participants.
Disposition
A participant may recognize a gain or loss upon receipt of a cash
payment for a fractional Common Share credited to a Plan account or when the
Common Shares held in that account are sold at the request of the
participant. A gain or loss may also be recognized upon a participant's
disposition of Common Shares received from the Plan. The amount of any such
gain or loss will be the difference between the amount realized (generally
the amount of cash received) for the whole or fractional Common Shares and
the tax basis of such Common Shares. Generally, gain or loss recognized on
the disposition of Common Shares acquired under the Plan will be treated for
Federal income tax purposes as a capital gain or loss.
40. What happens if reinvestment of a participant's distributions or
optional cash payments would cause the participant or any other person
to exceed the Ownership Limit set forth in the Company's Amended and
Restated Declaration of Trust, or otherwise violate the Company's
Amended and Restated Declaration of Trust?
The Company's Amended and Restated Declaration of Trust, as amended (the
"Declaration of Trust"), places certain restrictions upon the ownership,
directly or indirectly, of the Common Shares, including the limitation of
ownership of the Common Shares by any one person to 8.0% of the lesser of the
number or the value of the outstanding shares (the "Ownership Limit"),
subject to certain exceptions. To the extent any reinvestment of
distributions elected by a shareholder or OP Unitholder or investment of an
optional cash payment would cause such shareholder, OP Unitholder, or any
other person to exceed the Ownership Limit or otherwise violate the
Declaration of Trust, such investment would be void ab initio, and such
shareholder or OP Unitholder will be entitled to receive cash distributions
or a refund of his optional cash payment (each without interest) in lieu of
such investment.
DIVIDENDS
The Company has made quarterly uninterrupted distributions since it
became a publicly-traded company in January 1994. Future distributions by
the Company will be made at the discretion of the Board of Trustees and will
depend on the actual cash flow of the Company, its financial condition,
capital requirements, the annual distribution requirements under the real
estate investment trust provisions of the Internal Revenue Code of 1986, as
amended, and such other factors as the Board of Trustees deems relevant.
PLAN OF DISTRIBUTION
Except to the extent that the Agent purchases Common Shares in open
market transactions, the Common Shares acquired under the Plan will be sold
directly by the Company through the Plan. The Company may sell Common Shares
to persons (including brokers or dealers) who, in connection with any resales
of such shares, may be considered to be "underwriters" as that term is
defined in the Securities Act. Such Common Shares, including Common Shares
acquired pursuant to waivers granted with respect to the Share Purchase
Program, may be resold in market transactions (including coverage of short
positions) on any national securities exchange on which Common Shares trade
or in privately negotiated transactions. The Common Shares are currently
traded on the New York Stock Exchange. Under certain circumstances, it is
expected that a portion of the Common Shares available for issuance under the
Plan will be issued pursuant to such waivers. The difference between the
price such purchasers pay to the Company for such Common Shares, after
deduction of any applicable Waiver Discount, if any, and the price at which
such Common Shares are resold, may be deemed to constitute underwriting
commissions received by such persons in connection with such transactions.
Subject to the availability of Common Shares registered for issuance
under the Plan, there is no total maximum number of Common Shares that can be
issued pursuant to the reinvestment of distributions. From time to time,
certain financial intermediaries may engage in short-term trading activities
or positioning transactions in order to benefit from any Waiver Discount.
Such short-term trading or positioning transactions could cause volatility in
the composite trading volume and price of the Common Shares. The Company
does not endorse such short-term trading or positioning transactions and has
not entered into any formal or informal arrangements to facilitate such
short-term trading or positioning transactions.
Participants will incur no brokerage commissions or service charges in
connection with the reinvestment of distributions and in connection with any
purchases made pursuant to optional cash payments under the Plan. The
Company will pay all other costs of administration of the Plan. However,
participants who request that the Agent sell all or any portion of their
Common Shares (see Questions 26 and 27) will receive any proceeds less any
related brokerage commission, transfer tax or other fees.
Common Shares may not be available under the Plan in all states.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Robinson
Silverman Pearce Aronsohn & Berman LLP, New York, New York. Robinson
Silverman Pearce Aronsohn & Berman LLP will rely on Ballard Spahr Andrews &
Ingersoll, Baltimore, Maryland, as to certain matters of Maryland law,
including the legality of the Common Shares.
EXPERTS
The audited financial statements and schedule incorporated by reference
in this Prospectus and elsewhere in this Registration Statement have been
incorporated by reference herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm
as experts in accounting and auditing.
<PAGE>
SCHEDULE A
OPTIONAL CASH PAYMENTS
Threshold Price
and Optional Cash Pricing Period
Discount Set Date Payment Due Date Commencement Date Investment Date
----------------- ---------------- ----------------- ---------------
April 24, 1998 April 28, 1998 April 29, 1998 May 15, 1998
May 22, 1998 May 27, 1998 May 28, 1998 June 15, 1998
June 23, 1998 June 25, 1998 June 26, 1998 July 15, 1998
July 27, 1998 July 29, 1998 July 30, 1998 August 17, 1998
August 24, 1998 August 26, 1998 August 27, 1998 September 15, 1998
September 24, 1998 September 28, 1998 September 29, 1998 October 15, 1998
October 26, 1998 October 28, 1998 October 29, 1998 November 16, 1998
November 23, 1998 November 25, 1998 November 27, 1998 December 15, 1998
December 23, 1998 December 28, 1998 December 29, 1998 January 15, 1999
January 25, 1999 January 27, 1999 January 28, 1999 February 16, 1999
February 22, 1999 February 24, 1999 February 25, 1999 March 15, 1999
March 24, 1999 March 26, 1999 March 29, 1999 April 15, 1999
April 26, 1999 April 28, 1999 April 29, 1999 May 17, 1999
May 24, 1999 May 26, 1999 May 27, 1999 June 15, 1999
June 23, 1999 June 25, 1999 June 28, 1999 July 15, 1999
July 26, 1999 July 28, 1999 July 29, 1999 August 16, 1999
August 24, 1999 August 26, 1999 August 27, 1999 September 15, 1999
September 24, 1999 September 28, 1999 September 29, 1999 October 15, 1999
October 25, 1999 October 27, 1999 October 28, 1999 November 15, 1999
November 23, 1999 November 26, 1999 November 29, 1999 December 15, 1999
December 27, 1999 December 29, 1999 December 30, 1999 January 18, 2000
January 25, 2000 January 27, 2000 January 28, 2000 February 15, 2000
February 23, 2000 February 25, 2000 February 28, 2000 March 15, 2000
<PAGE>
=============================================================================
No dealer, salesperson or other individual has been authorized to give
any information or make any representations not contained in this Prospectus
in connection with this offering covered by this Prospectus. If given or
made, such information or representations must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy, the Common Shares in any
jurisdiction where, or to any person to whom, it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that
there has been no change in the facts set forth in this Prospectus or in the
affairs of the Company since the date hereof.
SUMMARY TABLE OF CONTENTS
Page
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Documents Incorporated by Reference. . . . . . . . . . . . . . . . . . . . .3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
The Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
------------------------
=============================================================================
Glimcher Realty Trust
2,100,000 Common Shares
of Beneficial Interest
offered by the Company
solely in connection with its
DISTRIBUTION REINVESTMENT AND SHARE PURCHASE PLAN
--------------------
PROSPECTUS
April 23, 1998
--------------------
=============================================================================
