As filed with the Securities and Exchange Commission on August 5, 1999
Registration No. 333-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
GLIMCHER REALTY TRUST
(Exact name of issuer as specified in its charter)
Maryland 31-1390518
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 South Third Street
Columbus, Ohio, 43215
(614) 621-9000
(Address, including zip code and telephone number,
of principal executive offices)
Glimcher Realty Trust 1997 Incentive Plan
(Full title of the plan)
----------------------
Herbert Glimcher
Chief Executive Officer
Glimcher Realty Trust
20 South Third Street
Columbus, Ohio 43215
(Name, address, including zip code, of agent for service)
(614) 621-9000
(Telephone number, including area code, of agent for service)
----------------------
Copies to:
Alan S. Pearce, Esq.
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
Approximate date of proposed sale to the public:
From time to time after the effective date of this Registration Statement
CALCULATION OF REGISTRATION FEE
=============================================================================
Title of Proposed
Each Class Amount Proposed Maximum
of Secur- to be Maximum Aggregate Amount of
ities to be Registered Offering Price Offering Registration
Registered (1)(2) Per Share (3) Price (4) Fee
- -------------- ----------- -------------- ------------ ------------
Common
Shares of
Beneficial
Interest,
$.01 par
value per
share 3,000,000 $16.552 $49,656,946.24 $13,804.63
=============================================================================
(1) The maximum number of Common Shares of Beneficial Interest, $.01 par
value per share (the "Common Shares") as to which options or awards may
be granted under the Glimcher Realty Trust 1997 Incentive Plan (the
"1997 Plan").
(2) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement is deemed to include
additional Common Shares issuable under the terms of the 1997 Plan to
prevent dilution resulting from any future stock split, stock dividend
or similar transaction.
Pursuant to Rule 416(b) of the Securities Act, if prior to the
completion of the distribution of the Common Shares covered by this
Registration Statement, all the securities of a class which includes the
Common Shares being registered by this Registration Statement are
combined by a reverse split into a lesser amount of securities of the
same class, the amount of undistributed shares of the Common Shares
covered by this Registration Statement shall be proportionately reduced.
(3) Calculated pursuant to Rule 457(c) and Rule 457(h) of the Securities
Act. Accordingly, the Proposed Maximum Offering Price per share of the
Common Shares offered hereunder pursuant to the 1997 Plan is a weighted
average price based on (i) 1,821,302 shares of the Common Shares
reserved for issuance under such plan that are not currently subject to
outstanding options, at a price per share of $16.4687, which is the
average of the highest and lowest prices per share reported on the New
York Stock Exchange on July 30, 1999 and (ii) the exercise price of
1,178,698 shares of Common Shares reserved for issuance under such plan
that are subject to options already granted and outstanding as of July
30, 1999.
(4) Estimated solely for the purpose of calculating the registration fee.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 of the
Securities Act and the introductory note to Part I of Form S-8. The
documents containing the information specified in Part I will be delivered to
the participants in the 1997 Plan covered by this Registration Statement as
required by Rule 428(b). These documents and the documents incorporated by
reference to this Registration Statement pursuant to Item 3 of Part II of
Form S-8, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Securities and Exchange Commission (the "Commission") allows
Glimcher Realty Trust, a Maryland real estate investment trust (the
"Company") to "incorporate by reference" the information the Company files
with the Commission, which means that the Company can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this Registration
Statement, and information that the Company files later with the Commission
will automatically update and supersede this information. The Company
incorporates by reference the documents listed below and any future filings
made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold:
1. The Company's Annual Report on Form 11-K for the year ended
December 31, 1998, filed with the Commission on June 29, 1999;
2. The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, filed with the Commission on March 30, 1999;
3. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1999, filed with the Commission on May 14, 1999;
4. The Company's Annual Proxy Statement, filed on Definitive
Schedule 14A with the Commission on March 30, 1999;
5. The Company's Current Report on Form 8-K, filed with the
Commission on March 12, 1999; and
6. The description of the Company's Common Shares contained in
the Company's Registration Statement on Form S-11 (File No. 33-69740) filed
with the Commission on September 30, 1993 and the documents incorporated
therein by reference.
You may request a copy of any filings referred to above (excluding
exhibits), at no cost, by contacting the Company at the following address:
William G. Cornely
Executive Vice President,
Chief Operating Officer, Chief Financial Officer and Treasurer
Glimcher Realty Trust
20 South Third Street
Columbus, Ohio 43215
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Trustees and Officers.
Title 8 of the Corporations and Associations Article of the Annotated
Code of Maryland (the "Maryland REIT Law") permits a real estate investment
trust to include in its Amended and Restated Declaration of Trust, as amended
(the "Declaration of Trust"), a provision limiting the liability of trustees
and officers to the trust and its shareholders for money damages except for
liability resulting from (i) actual receipt of an improper benefit or profit
in money, property or services, or (ii) active and deliberate dishonesty
established by a final judgment as being material to the cause of action .
The Company's Declaration of Trust contains such a provision which eliminates
such liability to the maximum extent permitted by the Maryland REIT Law.
The Declaration of Trust authorizes the Company, to the maximum
extent permitted by Maryland law, to obligate itself to indemnify and to pay
or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any present or former trustee or officer or (b) any
individual who, while a trustee or officer of the Company and at the request
of the Company, serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a trustee,
director, officer or partner, of such corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise from and against
any claim or liability to which such person may become subject or which such
person may incur by reason of his or her status as a present or former
trustee or officer of the Company. The Company's bylaws ("Bylaws") obligate
the Company, to the maximum extent permitted by Maryland law, to indemnify
and to pay or reimburse reasonable expenses in advance of final disposition
of a proceeding to (a) any present or former trustee or officer who is made a
party to the proceeding by reason of his service in that capacity or (b) any
individual who, while a trustee or officer of the Company and at the request
of the Company, serves or has served another real estate investment trust,
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a trustee, director, officer or partner of such real
estate investment trust, corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise and who is made a party to the
proceeding by reason of his service in that capacity, against any claim or
liability to which he may become subject by reason of such status. The
Declaration of Trust and Bylaws also permit the Company to indemnify and
advance expenses to any person who served a predecessor of the Company in any
of the capacities described above and to any employee or agent of the Company
or a predecessor of the Company. The Bylaws require the Company to indemnify
a trustee or officer who has been successful, on the merits or otherwise, in
the defense of any legal or regulatory proceeding to which he is made a party
by reason of his service in that capacity.
The Maryland REIT Law permits a Maryland real estate investment trust
to indemnify and advance expenses to its trustees, officers, employees and
agents to the same extent as permitted by the Maryland General Corporation
Law (the "MGCL") for directors and officers of Maryland corporations. The
MGCL permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any
proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or
omission of the director or officer was material to the matter giving rise to
the proceeding and (i) was committed in bad faith or (ii) was the result of
active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c)
in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. However,
under the MGCL, a Maryland corporation may not indemnify for an adverse
judgment in a suit by or in the right of the corporation or for a judgment of
liability on the basis that personal benefit was improperly received, unless
in either case a court orders indemnification and then only for expenses. In
addition, the MGCL permits a corporation to advance reasonable expenses to a
director or officer upon the corporation's receipt of (a) a written
affirmation by the director or officer of his good faith belief that he has
met the standard of conduct necessary for indemnification by the corporation
and (b) a written undertaking by him or on his behalf to repay the amount
paid or reimbursed by the corporation if it shall ultimately be determined
that the standard of conduct was not met.
The Company maintains a standard policy of officers' and directors'
liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Declaration of Trust, incorporated by reference
to the Company's Registration Statement on Form S-11 (File No. 33-
69740), filed with the Commission on September 30, 1993.
4.2 Amendment to the Company's Amended and Restated Declaration of Trust,
incorporated by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994, filed with the
Commission on March 21, 1995.
4.3 Bylaws, incorporated by reference to the Company's Registration
Statement on Form S-11 (File No. 33-69740), filed with the Commission
on September 30, 1993.
4.4 Specimen Certificate for Common Shares of Beneficial Interest, $.01
par value per share, incorporated by reference to the Company's
Registration Statement on Form S-.11 (File No. 33-69740), filed with
the Commission on September 30, 1993.
4.5 Glimcher Realty Trust 1997 Incentive Plan, incorporated by reference
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Commission on March 31, 1998.
4.6 Rights Agreement, dated as of March 9, 1999, between the Company and
the Harris Trust and Savings Bank, as Rights Agent, incorporated by
reference to Exhibit 10.1 to the Company's Current Report on Form 8-
K, filed with the Commission on March 12, 1999.
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP, Maryland counsel
to the Company, as to the legality of the Common Shares being
registered hereby.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part
of Exhibit 5.1).
24.1 Power of Attorney (included on signature page of this Registration
Statement).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price
represent no more than 20 percent change in the
maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in
the effective Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(d) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to trustees, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on this 2nd day of
August, 1999.
GLIMCHER REALTY TRUST
By:/s/ Herbert Glimcher
--------------------------
Herbert Glimcher
Chairman, Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Herbert Glimcher and William
G. Cornely, and each or any of them, as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including, without limitation, post-effective amendments and
documents in connection therewith) to this Registration Statement, and to
file the same with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
---- ----- ----
/s/ Herbert Glimcher Chairman, Chief Executive Officer, August 2, 1998
- ----------------------- President and Trustee (Principal
Herbert Glimcher Executive Officer)
/s/ William G. Cornely Executive Vice President, August 2, 1998
- ------------------------ Chief Operating Officer,
William G. Cornely Chief Financial Officer
and Treasurer (Principal Financial
Officer and Principal Accounting
Officer)
/s/ Michael P. Glimcher Executive Vice President August 2, 1998
- ------------------------ and Trustee
Michael P. Glimcher
/s/ George A. Schmidt Executive Vice President, August 2, 1998
- ------------------------ General Counsel and Secretary
George A. Schmidt and Trustee
/s/ Philip G. Barach Trustee August 2, 1998
- ------------------------
Philip G. Barach
/s/ Oliver Birckhead Trustee August 2, 1998
- ------------------------
Oliver Birckhead
/s/ E. Gordon Gee Trustee August 2, 1998
- ------------------------
E. Gordon Gee
/s/ David J. Glimcher Trustee August 2, 1998
- ------------------------
David J. Glimcher
/s/ Alan R. Weiler Trustee August 2, 1998
- ------------------------
Alan R. Weiler
/s/ Harvey Weinberg Trustee August 2, 1998
- ------------------------
Harvey Weinberg
<PAGE>
EXHIBIT INDEX
No. Document
4.1 Amended and Restated Declaration of Trust, incorporated by reference
to the Company's Registration Statement on Form S-11 (File No. 33-
69740), filed with the Commission on September 30, 1993.
4.2 Amendment to the Company's Amended and Restated Declaration of Trust,
incorporated by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994, filed with the
Commission on March 21, 1995.
4.3 Bylaws, incorporated by reference to the Company's Registration
Statement on Form S-11 (File No. 33-69740), filed with the Commission
on September 30, 1993.
4.4 Specimen Certificate for Common Shares of Beneficial Interest, $.01
par value per share, incorporated by reference to the Company's
Registration Statement on Form S-11 (File No. 33-69740), filed with
the Commission on September 30, 1993.
4.5 Glimcher Realty Trust 1997 Incentive Plan, incorporated by reference
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Commission on March 31, 1998.
4.6 Rights Agreement, dated as of March 9, 1999, between the Company and
the Harris Trust and Savings Bank, as Rights Agent, incorporated by
reference to Exhibit 10.1 to the Company's Current Report on Form 8-
K, filed with the Commission on March 12, 1999.
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP, Maryland counsel
to the Company, as to the legality of the Common Shares being
registered hereby.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part
of Exhibit 5.1).
24.1 Power of Attorney (included on signature page of this Registration
Statement).
EXHIBIT 5.1
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
300 E. LOMBARD STREET, 19th Floor
BALTIMORE, MARYLAND 21202-3268
August 2, 1999
Glimcher Realty Trust
20 South Third Street
Columbus, Ohio 43215
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Glimcher Realty Trust, a
Maryland real estate investment trust (the "Company"), in connection with
certain matters of Maryland law arising out of the registration of 3,000,000
common shares of beneficial interest, $.01 par value per share, of the
Company (the "Shares"), covered by the above-referenced Registration
Statement (the "Registration Statement"), filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "1933 Act"). The Shares are to be issued by the
Company pursuant to the Company's 1997 Incentive Plan (the "Plan").
Capitalized terms used but not defined herein shall have the meanings given
to them in the Registration Statement.
In connection with our representation of the Company, and as a
basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the
following documents (hereinafter collectively referred to as the
"Documents"):
1. The Registration Statement, as filed with the Commission,
pursuant to the 1933 Act;
2. The Amended and Restated Declaration of Trust of the Company,
as amended (the "Declaration"), certified as of a recent date by the State
Department of Assessments and Taxation of Maryland (the "SDAT");
3. The Bylaws of the Company, certified as of a recent date by
its Secretary;
4. Resolutions adopted by the Board of Trustees of the Company
(the "Board") relating to the approval of the Plan, certified as of a recent
date by the Secretary of the Company;
5. Resolutions adopted by the Board relating to the issuance and
registration of the Shares, certified as of a recent date by the Secretary of
the Company;
6. A specimen of the certificate evidencing the Shares, certified
as of a recent date by the Secretary of the Company;
7. A certificate of the SDAT as of a recent date as to the good
standing of the Company;
8. A certificate executed by the Secretary of the Company, dated
August 2, 1999;
9. A copy of the Plan, certified as of a recent date by the
Secretary of the Company;
10. Such other documents and matters as we have deemed necessary
or appropriate to express the opinion set forth in this letter, subject to
the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the
following:
1. Each individual executing any of the Documents, whether on
behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of
the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party's obligations
set forth therein are legal, valid and binding and are enforceable in
accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All
public records reviewed or relied upon by us or on our behalf are true and
complete. All statements and information contained in the Documents are true
and complete. We have relied on statements and information contained in
certificates of officers of the Company. There has been no oral or written
modification or amendment to any of the Documents, and there has been no
waiver of any provision of any of the Documents, by action or omission of the
parties or otherwise.
5. The Shares will not be issued in violation of any restriction
or limitation contained in the Declaration.
The phrase "known to us" is limited to the actual knowledge,
without independent inquiry, of the lawyers at our firm who have performed
legal services in connection with the transaction giving rise to the issuance
of this opinion.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. The Company is a real estate investment trust duly formed and
existing under and by virtue of the laws of the state of Maryland and is in
good standing with the SDAT.
2. The Shares have been duly authorized for issuance pursuant to
the Plan and, when and if issued and delivered against payment therefor in
the manner described in the Plan, the Registration Statement and the
resolutions of the Board of the company authorizing their issuance and
assuming that the sum of (a) all shares of beneficial interest issued and
outstanding as of the date hereof, (b) any shares of beneficial interest
issued between the date hereof and the dates on which the Shares are actually
issued, and (c) the Shares will not exceed the total number of shares of
beneficial interest that the Company is authorized to issue, the Share will
be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the
State of Maryland and we do not express any opinion herein concerning any
other law. The opinion expressed herein is subject to the effect of judicial
decisions which may permit the introduction of parol evidence to modify the
terms on the interpretation of agreements. We express no opinion as to
compliance with the securities (or "Blue sky") laws or the real estate
syndication laws of the State of Maryland.
We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any
fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to the Company solely for
submission to the Commission as an exhibit to the Registration Statement and,
accordingly, may not be relied upon by, quoted in any manner to, or delivered
to any other person or entity without, in each instance, our prior written
consent.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of the name of our firm therein.
In giving this consent, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 15, 1999, except for the
last paragraph of Note 5, for which the date is March 9, 1999, relating to
the financial statements, which appears in the 1998 Annual Report to
Shareholders of Glimcher Realty Trust, which is incorporated by reference in
Glimcher Realty Trust's Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to the incorporation by reference of our
report dated February 15, 1999, except for the last paragraph of Note 5, for
which the date is March 9, 1999, relating to the financial statement
schedules, which appears in such Annual Report on Form 10-K.
We also consent to the incorporation by reference in this Registration
Statement of our report dated June 22, 1999 relating to the financial
statements, which appears in the Annual Report of Glimcher Realty Trust
Retirement Savings Plan on Form 11-K for the year ended December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
Columbus, Ohio
August 4, 1999
