SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Glimcher Realty Trust
(Exact name of registrant as specified in its charter)
Maryland 31-1390518
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
20 South Third Street, Columbus, Ohio 43215
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the regis-
of a class of securities pursuant to tration of a class of securities
Section 12(b) of the Exchange Act and pursuant to Section 12(g) of the
is effective pursuant to General Exchange Act and is effective
Instruction A.(c), please check the pursuant to General Instruction
following box. [X] A.(d), please check the following
box. [ ]
Securities Act registration statement file number to which this form relates:
_______________
(If applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Rights to Purchase Preferred Shares of Beneficial Interest
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(Title of each class to be registered)
New York Stock Exchange
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(Name of each exchange
on which each class is
to be registered)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
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NONE.
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ITEM 1. Description of Securities to be Registered.
On March 9, 1999, the Board of Trustees of the Company declared a
distribution of one preferred share purchase right (a "Right") for each
outstanding common share of beneficial interest, $.01 par value per share, of
the Company (the "Common Shares"). The distribution is payable as of March
22, 1999 (the "Record Date") to shareholders of record on that date. Each
Right entitles the registered holder thereof to purchase from the Company one
one-hundredth of a Series E Junior Participating Preferred Share of the
Company, $.01 par value per share (the "Preferred Shares), at a price of
$55.00 per one one-hundredth of a Preferred Share (the "Purchase Price"),
subject to certain adjustments. The description and terms of the Rights are
set forth in a Rights Agreement, as the same may be amended from time to time
(the "Rights Agreement"), between the Company and The Harris Trust and
Savings Bank, as rights agent (the "Rights Agent").
Until the earlier of (i) the tenth day following either a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person"), with certain exceptions, has acquired beneficial
ownership of 15% or more of the outstanding Common Shares of the Company, or
the public disclosure of facts indicating that an Acquiring Person has become
such, and (ii) the tenth business day (or such later date as determined by
the Board of Trustees prior to any person or group of affiliated or
associated persons becoming an Acquiring Person) after the date of the
commencement or public announcement of a person's or group's intention to
commence a tender or exchange offer the consummation of which would result in
the acquisition of beneficial ownership of 15% or more of the Company's
outstanding Common Shares (each, a "Distribution Date"), the Rights relating
to any Common Share certificates outstanding as of the Record Date will be
evidenced by such Common Share certificates together with a copy of the
Summary of Rights.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption, exchange or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Common Share certificates
issued after the Record Date but prior to the Distribution Date (or earlier
redemption, exchange or expiration date) will contain a legend incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
redemption, exchange or expiration of the Rights), the surrender for transfer
of any Common Share certificates outstanding as of the Record Date, with or
without a copy of the Summary of Rights attached thereto, also will
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights from and after the Distribution
Date.
On the Distribution Date, proper provision will be made by the
Company to provide each holder of shares of beneficial interest of the
Company (other than the holders of the Common Shares) which, pursuant to the
Company's Amended and Restated Declaration of Trust, dated as of November 1,
1993, as amended (the "Declaration of Trust"), would be entitled to receive
the Rights (such shares, the "Common Share Equivalents") with such number of
Rights, evidenced by Right Certificates, as would have been issued to such
holder had such holder exchanged its shares of Common Share Equivalents for
Common Shares prior to the Distribution Date.
The Rights are not exercisable until the Distribution Date. The
Rights will expire at the close of business on March 9, 2009 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company as described below.
The Purchase Price payable and the number of Preferred Shares or
other securities or property issuable upon exercise of the Rights is subject
to certain adjustments from time to time to prevent dilution in the event of
distributions, share splits, reclassifications or certain distributions with
respect to the Preferred Shares. The number of outstanding Rights and the
number of one one-hundredths of a Preferred Share issuable upon exercise of
each Right are also subject to adjustment if, prior to the Distribution Date,
there is a share split of the Common Shares or a share distribution on the
Common Shares payable in Common Shares or subdivisions, consolidations or
combinations of the Common Shares.
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1%
in such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one one-hundreths of a
Preferred Share, which may, at the election of the Company, be evidenced by
depositary receipts) and, in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Shares on the last trading day
prior to the date of exercise.
Unless the Rights are earlier redeemed or exchanged, in the event
that a person or group of affiliated or associated persons become an
Acquiring Person, the Rights Agreement provides that each holder of a Right,
other than the Acquiring Person (whose Rights will thereupon become null and
void), will thereafter have the right to receive, upon payment of the
Purchase Price, that number Common Shares having a market value equal to two
times the Purchase Price.
In addition, unless the Rights are earlier redeemed or exchanged,
in the event that, after the time that a person or group of affiliated or
associated persons becomes an Acquiring Person, the Company is acquired in a
merger or other business combination, or 50% or more of its consolidated
assets or earning power are sold, proper provision will be made so that each
holder of record of a Right, other than the Acquiring Person (whose rights
will thereupon become null and void), will thereafter have the right to
receive, upon payment of the Purchase Price, that number of shares of common
stock of the acquiring company which at the time of such transaction have a
market value equal to two times the Purchase Price.
The Rights Agreement provides that, notwithstanding any provision
of the Rights Agreement to the contrary, no Right will be exercisable for a
number of Common Shares that would cause the ownership limit set forth in the
Company's Declaration of Trust to be exceeded.
At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such Acquiring Person of 50% or more of the
Company's outstanding Common Shares, the Board of Trustees may exchange the
Rights (other than Rights owned by the Acquiring Person which will have
become null and void), in whole or in part, at an exchange ratio of one
Common Share or one one-hundredth of a Preferred Share (subject to
adjustment) per Right.
At any time prior to any person or group becoming an Acquiring
Person, the Board of Trustees may redeem the Rights in whole, but not in
part, at a price of $.01 per Right ("Redemption Price"). The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Trustees in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of the Rights will be
to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Trustees
without the consent of the holders of the Rights, including an amendment to
lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%, except that from and after
such time as any person or group of affiliated or associated persons becomes
an Acquiring Person no such amendment may adversely affect the interests of
the holders of the Rights.
Until a Right is exercised, the holder, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or receive distributions.
Preferred Shares purchasable upon the exercise of the Rights will
be nonredeemable and will rank junior to any other series of Preferred Shares
the Company may issue. Each Preferred Share will be entitled to a minimum
preferential quarterly distribution payment of $1 per share but will be
entitled to an aggregate distribution of 100 times the distribution declared
per Common Share. In the event of liquidation, the holders of the Preferred
Shares will receive a preferential liquidation payment of $100 per share.
Each Preferred Share will have 100 votes, voting together with the Common
Shares. In the event of any merger, consolidation or other transaction in
which Common shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. These rights are
protected by customary antidilution provisions.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group of affiliated or associated
persons that attempts to acquire the Company without conditioning the offer
on the Rights being redeemed or a substantial number of rights being
acquired. However, the Rights generally should not interfere with any merger
or other business combination approved by the Board of Trustees.
A copy of the Rights Agreement between the Company and the Rights
Agent, specifying the terms of the Rights, which includes as Exhibit A the
form of Articles Supplementary for the Preferred Shares, as Exhibit B the
form of Right Certificate and as Exhibit C the form of Summary of Rights to
Purchase Preferred Shares, is attached hereto as an exhibit and incorporated
herein by reference. The foregoing description of the Rights is qualified by
reference to such exhibit.
<PAGE>
ITEM 2. Exhibits
1.1 Rights Agreement dated as of March 9, 1999 between Glimcher
Realty Trust and The Harris Trust and Savings Bank, as Rights
Agent. The Rights Agreement includes as Exhibit A the form of
Articles Supplementary for the Preferred Shares, as Exhibit B
the form of Right Certificate and as Exhibit C the form of
Summary of Rights to Purchase Preferred Shares. (Incorporated
by reference to Exhibit 10.1 of the Current Report on Form 8-K
of Glimcher Realty Trust filed March 12, 1999).
1.2 Form of Letter to Shareholders.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
March 12, 1999
GLIMCHER REALTY TRUST
By: /s/ William G. Cornely
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Name: William G. Cornely
Title: Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
1.1 Rights Agreement dated as of March 9, 1999 between
Glimcher Realty Trust and The Harris Trust and Savings
Bank, as Rights Agent. The Rights Agreement includes as
Exhibit A the form of Articles Supplementary for the
Preferred Shares, as Exhibit B the form of Right
Certificate and as Exhibit C the form of Summary of
Rights to Purchase Preferred Shares. (Incorporated by
reference to Exhibit 10.1 of the Current Report on Form
8-K of Glimcher Realty Trust filed March 12, 1999)
1.2 Form of Letter to Shareholders.
Exhibit 1.2
GLIMCHER REALTY TRUST
20 South Third Street
Columbus, Ohio 43215
__________, 199_
To Our Shareholders:
On _______, 1999, your Board of Trustees adopted a Share Purchase Right
Plan and declared a distribution of Preferred Share Purchase Rights to
Shareholders of record on _______, 1999. I am writing to you to explain why
the Board took this action and how the Rights work.
Share Purchase Rights are designed to assure that all of the Company's
shareholders (as well as holders of partnership units in Glimcher Properties
Limited Partnership, a Delaware limited partnership, which units are
convertible into shares of the Company) receive fair and equal treatment in
any proposed takeover of the Company. Share Purchase Rights guard against
abusive tactics to gain control of the Company without paying all
shareholders a premium for that control. These Rights are not being adopted
in response to any specific takeover threat.
I want to emphasize that the Rights will not prevent a takeover. They
are, however, intended to enable all of the Company's shareholders to realize
the long-term value of their investment in the Company, and should encourage
anyone seeking to acquire the Company to negotiate with the Board prior to
attempting a takeover.
Many companies have done the same. Over 2,000 companies, including over
55% of the S&P 500 companies and over 45% of the Business Week 1000
companies, have issued rights to protect their shareholders against abusive
acquisition tactics. As of June 1998, a total of 59 real estate investment
trusts ("REITs") have adopted rights plans, with 17 REITs instituting rights
plans just since 1997.
We are aware that some people claim that a Share Purchase Rights Plan of
the sort we have adopted deters legitimate acquisition proposals. The Board
carefully considered these views and found those arguments unpersuasive.
Recent studies have demonstrated that companies with rights plans have
received higher takeover premiums than companies without rights plans.
Moreover, such arguments do not justify leaving shareholders without any
protection against unfair treatment by an acquiror who, after all, is seeking
to promote the acquiror's own advantage, not yours. A Summary of Rights to
Purchase Preferred Shares describing the Plan is enclosed for your reference.
The Rights issued under the Plan may be redeemed by the Board of
Trustees for one cent per Right prior to the accumulation -- through open-
market purchases, a tender offer or otherwise -- of 15% or more of the
Company's shares by a single acquiror or group. The Rights will not
interfere with any merger or business combination approved by the Board of
Trustees.
Adoption of the Plan does not weaken the financial strength of the
Company or affect its business plans. Issuance of the Rights:
- has no dilutive effect on the value of the Common Shares,
- will not affect reported earnings per share,
- is not taxable to the Company or to you, and
- will not change the way in which you can trade the Company's
shares.
The Rights will be exercisable only if and when a situation arises which
the Rights were intended to address. If any person or group acquires 15% or
more of the Company's outstanding Common Shares, the "flip-in" provision of
the Rights will be triggered and the Rights will entitle a holder (other than
such person or any member of such group) to buy a number of additional Common
Shares of the Company having a market value of twice the exercise price of
the Rights. In addition, if the Company is involved in a merger or other
business combination at any time after a person or group has acquired 15% or
more of the Company's Shares, the Rights will entitle a holder to buy a
number of shares of common stock of the acquiring company having a market
value of twice the exercise price of each Right. The person or group that
becomes a 15% or greater shareholder is not entitled to exercise the Rights.
In declaring the Rights distribution, we have expressed our confidence
in the future and our determination that you, our shareholders, be given
every opportunity to participate fully in that future.
On behalf of the Board of Trustees.
_______________________________________
Herbert Glimcher
Chairman, President and Chief Executive Officer
