Registration No. 333-_______________
As filed with the Securities and Exchange Commission
on July 25, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMLI RESIDENTIAL PROPERTIES TRUST
(Exact Name of Registrant as Specified in its Charter)
MARYLAND
(State or Other Jurisdiction of Incorporation or Organization)
36-3925916
(I.R.S. Employer Identification No.)
125 South Wacker Drive, Suite 3100, Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
AMLI RESIDENTIAL PROPERTIES TRUST
OPTION PLAN
(Full Title of the Plan)
------------------------------
ALLAN J. SWEET
125 South Wacker Drive
Suite 3100
Chicago, Illinois 60606
(Name and Address of Agent for Service)
(312) 984-5037
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE
- ------------- -------------- --------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Shares of
Beneficial Interest,
$.01 par value 1,000,000 (2) $20,293,296 $6,998
shares
<FN>
(1) Also registered hereby are an indeterminate number of additional Common Shares of Beneficial Interest that
may become issuable pursuant to the anti-dilution provisions of the plan.
(2) In accordance with Rule 457(h)(1), the offering price of Common Shares of Beneficial Interest currently
subject to options was computed upon the basis of the exercise price. The number of such shares and respective
per share exercise prices are as follows: 2,000 shares at $18.00; 47,500 shares at $18.25; 2,160 shares at
$18.50; 29,000 shares at $20.0625; 95,490 shares at $20.1875; 440,000 shares at $20.50. The offering price for
the remaining 383,850 shares for which options have not been awarded was computed upon $20.375 per share, which
was the average of the high and low sale prices of the Common Shares of Beneficial Interest as reported on the New
York Stock Exchange on July 23, 1996.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference in this Registration Statement; and all documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities 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, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of
such documents.
(a) The Registrant's annual report on Form 10-K for the year
ended December 31, 1995;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the 1995 fiscal year;
and
(c) The description of the Registrant's Common Shares of
Beneficial Interest, $.01 par value per share, contained in the
Registrant's Registration Statement on Form 8-A filed under the Exchange
Act, including any amendment or report filed for the purpose of updating
such description.
ITEM 6. INDEMNIFICATION OF TRUSTEES AND OFFICERS.
The Registrant's officers and Trustees are and will be indemnified
under the Declaration of Trust and Bylaws of the Registrant, and the
Partnership Agreement of the Operating Partnership against certain
liabilities. The Declaration of Trust requires the Registrant to indemnify
its Trustees and officers, among others, against claims and liabilities and
reasonable expenses actually incurred by them in connection with any claim
or liability by reason of their services in those or other capacities
unless it is established that the act or omission of the Trustee or officer
was material to the matter giving rise to the proceeding and was committed
in bad faith or was the result of active and deliberate dishonesty, or the
Trustee or officer actually received an improper personal benefit, or, in
the case of any criminal proceeding, the Trustee or officer had reasonable
cause to believe that the act or omission was unlawful.
As permitted by Maryland Law, the Declaration of Trust provides that a
Trustee or officer of the Registrant shall not be liable for monetary
damages incurred by the Registrant or its shareholders for any act or
omission in the performance of his duties, except to the extent that (1)
the person actually received an improper benefit or (2) the person's action
or failure to act was the result of active and deliberate dishonesty and
was material to the cause of action adjudicated.
The Partnership Agreement of the Operating Partnership also provides
for indemnification of the Registrant and its officers and Trustees to the
same extent indemnification is provided to officers and Trustees of the
Registrant in its Declaration of Trust, and limits the liability of the
Registrant to the Operating Partnership and its partners to the same extent
the liability of the officers and Trustees of the Registrant to the
Registrant and its shareholders is limited under the Registrant's
Declaration of Trust.
ITEM 8. EXHIBITS.
See the Exhibit Index which is hereby incorporated by reference.
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(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 and 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)(i) and (a)(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 Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Trustees, officers and
controlling persons of the Registrant pursuant to the provisions described
in Item 6 of this Registration Statement, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
3
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 of 1933 and will be
governed by the final adjudication of such issue.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of Amli Residential
Properties Trust, a Maryland real estate investment trust, and each of the
undersigned Trustees and officers of Amli Residential Properties Trust,
hereby constitutes and appoints Gregory T. Mutz, John E. Allen, Allan J.
Sweet and Charles C. Kraft, its, his or her true and lawful attorneys-in-
fact and agents, for it, him or her and in its, his or her name, place and
stead, in any and all capacities, with full power to act alone, to sign any
and all amendments to this Registration Statement, and to file each such
amendment to this Registration Statement with all exhibits thereto, and any
and all documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts
and things required and necessary to be done, as fully and to all intents
and purposes as it, he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them,
may lawfully do or cause to be done by virtue hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Chicago, State of Illinois, on
the 25th day of July, 1996.
Amli Residential Properties Trust
By: /s/ JOHN E. ALLEN
John E. Allen
Its: Vice Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on the 25th day of July, 1996.
SIGNATURE TITLE
/s/ GREGORY T. MUTZ Chairman of the Board of Trustees
Gregory T. Mutz (Principal Executive Officer)
/s/ JOHN E. ALLEN Vice-Chairman of the Board of Trustees
John E. Allen (Principal Financial Officer)
/s/ ALLAN J. SWEET Trustee and President
Allan J. Sweet
/s/ CHARLES C. KRAFT Treasurer
Charles C. Kraft (Principal Accounting Officer)
/s/ LAURA D. GATES Trustee
Laura D. Gates
/s/ MARC S. HEILWEIL Trustee
Marc S. Heilweil
/s/ STEPHEN G. McCONAHEY Trustee
Stephen G. McConahey
/s/ QUINTIN E. PRIMO III Trustee
Quintin E. Primo III
/s/ JOHN G. SCHREIBER Trustee
John G. Schreiber
/s/ PHILIP N. TAGUE Trustee
Philip N. Tague
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EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
4.1 Amended and Restated Declaration of Trust of the Registrant
(Incorporated by reference to Exhibit 3.1 to Registration Statement No. 33-
71566)
4.2 Amended and Restated By-laws of the Registrant (Incorporated by
reference to Exhibit 3.2 to Registration Statement No. 33-71566)
4.3 Amended and Restated Agreement of Limited Partnership of Amli
Residential Properties, L.P. (Incorporated by reference to Exhibit 10.1 to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994)
4.3(a) First Amendment to the Amended and Restated Agreement of
Limited Partnership of Amli Residential Properties, L.P. (Incorporated by
reference to Exhibit 10.1(a) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995).
4.3(b) Second Amendment to the Amended and Restated Agreement of
Limited Partnership of Amli Residential Properties, L.P. (Incorporated by
reference to Exhibit 10.1(b) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995).
4.4 Form of Common Share Certificate (Incorporated by reference to
Exhibit 4.1 to Registration Statement No. 33-71566).
4.5 Articles Supplementary to the Amended and Restated Declaration
of Trust of the Registrant Classifying Unissued Shares of Beneficial
Interest in the Registrant as Series A Cumulative Convertible Preferred
Shares of Beneficial Interest (Incorporated by reference to Exhibit 4.9 to
the Registrant's Current Report on Form 8-K dated January 30, 1996).
4.6 Form of Series A Preferred Share Certificate (Incorporated by
reference to Exhibit 4.5 to the Registrant's Current Report on Form 8-K
dated January 18, 1996).
5.1 Opinion of Mayer, Brown & Platt.
10.1 Amli Residential Properties Option Plan (Incorporated by
reference to Exhibit 10.8 to Registration Statement No. 33-71566).
10.1(a) First Amendment to Amli Residential Properties Option Plan
(Incorporated by reference to Exhibit 10 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Mayer, Brown & Platt (Included in the opinion filed
as Exhibit 5.1 hereto).
24.1 Powers of Attorney (included at page 4 hereof).
EXHIBIT 5.1
July 24, 1996
The Board of Trustees
Amli Residential Properties Trust
125 South Wacker Drive
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as counsel to Amli Residential Properties Trust, a
Maryland real estate investment trust (the "Company"), in connection with
the proceedings (the "Company Proceedings") taken and to be taken relating
to the registration by the Company of an aggregate of 1,000,000 common
shares of beneficial interest (the "Shares") of the Company, $.01 par value
per share, with the Securities and Exchange Commission (the "SEC") in
connection with the Company's Option Plan (the "Plan"). We have also
participated in the preparation and filing with the SEC under the
Securities Act of 1933, as amended, of a registration statement on Form S-8
(the "Registration Statement"), relating to such Shares.
As special counsel to the Company, we have examined originals or
copies certified to our satisfaction of the Company's Amended and Restated
Declaration of Trust (the "Declaration of Trust") and Amended and Restated
Bylaws, resolutions of the Board of Trustees, and such other Company
records, instruments, certificates and documents and such questions of law
as we considered necessary or appropriate to enable us to express this
opinion. As to certain facts material to our opinion, we have relied, to
the extent we deem such reliance proper, upon certificates of public
officials and officers of the Company. In rendering this opinion, we have
assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to authentic
original documents of photostatic copies.
Based upon and subject to the foregoing and to the assumptions,
limitations and conditions set forth herein, we are of the opinion that,
upon completion of the Company Proceedings, the Shares will have been duly
authorized for issuance, and when the Shares are issued and delivered in
accordance with the Company Proceedings and the Plan, the Shares will be
validly issued, fully paid and, except as described below, nonassessable.
The Board of Trustees
Amli Residential Properties Trust
July 24, 1996
Page 2
Our opinion relating to the nonassessability of the Shares does not
pertain to the potential liability of shareholders of the Company for debts
and liabilities of the Company. Section 5-350 of the Maryland Courts and
Judicial Proceedings Code provides that "a shareholder . . . of a real
estate investment trust . . . is not personally liable for the obligations
of the real estate investment trust." The Declaration of Trust provides
that no shareholder shall be personally liable in connection with the
Company's property or the affairs of the Company. The Declaration of Trust
further provides that the Company shall indemnify and hold harmless
shareholders against all claims and liabilities and related reasonable
expenses to which they become subject by virtue of their status as current
or former shareholders. In addition, we have been advised that the
Company, as a matter of practice, inserts a clause in its business,
management and other contracts that provides that shareholders shall not be
personally liable thereunder. Accordingly, no personal liability should
attach to the Company's shareholders for contract claims under any contract
containing such a clause where adequate notice is given. However, with
respect to tort claims, contract claims where shareholder liability is not
so negated, claims for taxes and certain statutory liability, the
shareholders may, in some jurisdictions, be personally liable for such
claims and liabilities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MAYER, BROWN & PLATT
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Trustees and Shareholders
Amli Residential Properties Trust:
We consent to the use of our report on the consolidated financial
statements and schedule of Amli Residential Properties Trust as of December
31, 1995 and 1994, and for each of the years in the three-year period ended
December 31, 1995, incorporated by reference herein.
KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Chicago, Illinois
July 22, 1996
