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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMLI RESIDENTIAL PROPERTIES TRUST
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(Exact name of Registrant as specified in its charter)
Maryland 36-3925916
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 South Wacker Drive, Suite 3100, Chicago, Illinois 60606
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock
Purchase Rights New York Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:_________
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On November 2, 1998, the Board of Trustees of Amli Residential
Properties Trust (the "Company") declared a dividend distribution of one
preferred share purchase right (a "Right") for each common share of
beneficial interest, par value $0.01 per share (the "Common Shares"), of
the Company outstanding at the close of business on November 13, 1998 (the
"Record Date"). The dividend will be paid on the Record Date to holders of
Common Shares on such date. The holders of any additional Common Shares
issued after the Record Date and before the redemption or expiration of the
Rights (or the Distribution Date, as defined below) will also be entitled
to one Right for each such additional Common Share. Each Right entitles
the registered holder under certain circumstances to purchase from the
Company one one-thousandth of a Series C Junior Participating Preferred
Share, par value $0.01 per share (the "Participating Preferred Shares"), of
the Company at a price of $70.00 per one one-thousandth of a Participating
Preferred Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in the Rights Agreement
dated as of November 2, 1998 between the Company and Harris Trust and
Savings Bank, as rights agent (the "Rights Agreement").
Initially, the Rights will be attached to and evidenced by
certificates evidencing Common Shares, and no separate certificates for the
Rights will be distributed. The Rights will become exercisable and will be
evidenced by separate certificates only after the earlier to occur of (i)
10 days following a public announcement that a person or group of
affiliated or associated persons has acquired beneficial ownership of 15%
or more of the outstanding Common Shares (thereby becoming an "Acquiring
Person"), (ii) 15 business days (or such later date as may be determined by
the Board of Trustees prior to such time as any person or group of
affiliated or associated persons becomes an Acquiring Person) following the
commencement of, or the announcement of an intention to commence, a tender
or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of persons of 15% or more of the outstanding
Common Shares, or (iii) 10 business days (or such later date as may be
determined by action of the Board of Trustees prior to such time as any
person or group of affiliated or associated persons becomes an Acquiring
Person) after the filing of any application, request or other document with
a governmental agency seeking approval of, attempting to rebut any
presumption of control upon, or indicating an intention to enter into, any
transaction or series of transactions that would result in any person
becoming the beneficial owner of 15% or more of the outstanding Common
Shares (the first of such dates to occur being referred to herein as the
"Distribution Date"). Common Share certificates issued upon transfer or
issuance of Common Shares after the Record Date and prior to the
Distribution Date (or earlier redemption or expiration of the Rights) will
contain a notation incorporating the Rights Agreement by reference.
Notwithstanding the foregoing, certain existing investors specified in the
Rights Agreement (the "Grandfathered Persons") will not be deemed to be
Acquiring Persons except under certain circumstances. In addition, if the
Board of Trustees in good faith determines that a person who would
otherwise be an Acquiring Person has become such inadvertently, and such
person divests as soon as practicable a sufficient number of Common Shares
so that such person would no longer be an Acquiring Person, then such
person shall not be deemed to be an Acquiring Person for purposes of the
Rights Agreement.
The Rights will expire on November 2, 2008 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights
are earlier redeemed or exchanged by the Company, in each case as described
below.
The Purchase Price payable, and the number of Participating Preferred
Shares or other securities or property issuable, upon exercise of the
Rights are subject to adjustment under certain circumstances from time to
time to prevent dilution. 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.
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Participating Preferred Shares purchasable upon exercise of the
Rights will not be redeemable. Each Participating Preferred Share will be
entitled to a minimum preferential quarterly distribution payment, when, as
and if authorized by the Board of Trustees out of funds legally available
for such purpose, of $1.00 per share but will be entitled to an aggregate
distribution of 1,000 times any distribution declared per Common Share. In
the event of liquidation, the holders of the Participating Preferred Shares
will be entitled to a minimum preferential liquidation payment of $1.00 per
share but will be entitled to an aggregate payment of 1,000 times the
payment made per Common Share. Each Participating Preferred Share will
have 1,000 votes, voting together with the Common Shares. In the event of
any merger, consolidation or other transaction in which Common Shares are
exchanged, each Participating Preferred Share will be entitled to receive
1,000 times the amount received per Common Share. In the event of issuance
of Participating Preferred Shares upon exercise of the Rights, in order to
facilitate trading, a depositary receipt may be issued for each one one-
thousandth of a Participating Preferred Share. The Rights will be
protected by customary antidilution provisions.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision will be made so that
each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the
right to receive, upon exercise thereof, a number of Common Shares having a
market value (determined in accordance with the Rights Agreement) equal to
two times the Purchase Price. In lieu of the issuance of Common Shares
upon exercise of Rights, the Board of Trustees may under certain
circumstances, and if there is an insufficient number of Common Shares
authorized but unissued to permit the exercise in full of the Rights, the
Board is required to, take such action as may be necessary to cause the
Company to issue or pay upon the exercise of Rights, cash (including by way
of a reduction of the Purchase Price), property, other securities or any
combination of the foregoing having an aggregate value equal to that of the
Common Shares which otherwise would have been issuable upon exercise of the
Rights. The Company may permit the Rights to be exercised for 50% of the
Common Shares (or cash, property or other securities that may be
substituted for Common Shares) that would otherwise be purchasable upon
exercise thereof in consideration of the surrender of the Rights so
exercised and without other payment of the Purchase Price.
In the event that, after any person or group becomes an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold, proper provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price, a number of shares of common stock of the acquiring
company having a market value (determined in accordance with the Rights
Agreement) equal to two times the Purchase Price.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by that person or group of 50% or more of the
outstanding Common Shares, the Board of Trustees may exchange the Rights
(other than Rights owned by that person or group which will have become
void), in whole or in part, at an exchange ratio of one Common Share (or
one one-thousandth of a Participating Preferred Share) per Right (subject
to adjustment).
As soon as practicable after the Distribution Date, the Company is
obligated to use its best efforts to file a registration statement under
the Securities Act of 1933, as amended, relating to the securities issuable
upon exercise of Rights and to cause such registration statement to become
effective as soon as practicable.
<PAGE>
At any time prior to the time a person or group of persons becomes an
Acquiring Person, the Board of Trustees may redeem the Rights, in whole but
not in part, at a redemption price of $0.01 per Right (the "Redemption
Price"), payable in cash, Common Shares or any other form of consideration
deemed appropriate by the Board of Trustees. 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 the effectiveness of any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of
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, except that from and
after the time 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 thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Board of Trustees. The Rights should
not interfere with any merger or other business combination approved by the
Board of Trustees since the Rights may be redeemed by the Company at the
Redemption Price prior to the time that a person or group has acquired
beneficial ownership of 15% or more of the Common Shares.
The Rights Agreement, which specifies the terms of the Rights and the
Participating Preferred Shares, has been filed as an exhibit to this
Registration Statement and is incorporated herein by reference. The
foregoing description of the Rights does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the Rights
Agreement, including the definitions therein of certain terms.
ITEM 2. EXHIBITS
Exhibit No. Exhibit
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1 Rights Agreement, dated as of November 2, 1998,
between Amli Residential Properties Trust and
Harris Trust and Savings Bank, as Rights Agent,
including Exhibit A thereto (Form of Articles
Supplementary relating to the Series C Junior
Participating Preferred Shares) and Exhibit B
thereto (Form of Right Certificate) (incorporated
by reference to Exhibit 4 to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998)
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
AMLI RESIDENTIAL PROPERTIES TRUST
Date: November 12, 1998 By: /s/ Allan J. Sweet
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Name: Allan J. Sweet
Title: President
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EXHIBIT INDEX
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Exhibit No. Exhibit
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1 Rights Agreement, dated as of November 2, 1998,
between Amli Residential Properties Trust and
Harris Trust and Savings Bank, as Rights Agent,
including Exhibit A thereto (Form of Articles
Supplementary relating to the Series C Junior
Participating Preferred Shares) and Exhibit B
thereto (Form of Right Certificate)
(incorporated by reference to Exhibit 4 to
the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998)
