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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Charles E. Smith Residential Realty, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 54-1681655
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
2345 Crystal Drive, Arlington, Virginia 22202
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(Address of Principal Executive Offices) (Zip Code)
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. |X|
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: Not applicable
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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<S> <C>
Rights to Purchase Series D New York Stock Exchange
Junior Participating Preferred Stock
Par Value $.01 Per Share
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Securities to be registered pursuant to Section 12(g) of the Act: Not
applicable.
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Item 1. Description of Registrant's Securities to be Registered.
On December 2, 1998, the Board of Directors of the Company authorized
and declared a distribution of one right (a "Right") for each of its outstanding
shares of common stock, par value $.01 per share ("Common Stock"). The
distribution is payable as of December 14, 1998 (the "Record Date") to holders
of record of the Common Stock on that date. Each Right entitles the registered
holder thereof to purchase from the Company one one-thousandth of a share of
Series D Junior Participating Preferred Stock, par value $.01 per share, of the
Company (the "Series D Preferred Stock") at an initial purchase price of $108.00
(the "Purchase Price"), subject to certain adjustments. The description and
terms of the Rights will be set forth in a Rights Agreement, as the same may be
amended from time to time (the "Rights Agreement"), between the Company and
First Union National Bank, as rights agent (the "Rights Agent").
The form of Rights Agreement between the Company and First Union
National Bank, as Rights Agent, specifying the terms of the Rights, which
includes (i) the form of Articles Supplementary for the Series D Junior
Participating Preferred Stock (Exhibit A thereto), (ii) the form of Summary of
Rights to Purchase Series D Junior Participating Preferred Stock (Exhibit B
thereto) and (iii) the form of Rights Certificate (Exhibit C thereto), is
incorporated herein by reference to Exhibit 99.1 to the Company's Current Report
on Form 8-K filed with the Commission on December 8, 1998. The following
description of the Rights is qualified by reference to such exhibit.
Initially the Rights will not be exercisable, certificates will not be
sent to shareholders, and the Rights will automatically trade with the Common
Stock.
The Rights, unless earlier redeemed or exchanged by the Board of
Directors, become exercisable upon the close of business on the day (the
"Distribution Date") which is the earlier of (i) the tenth day following the
first public announcement (or, if the tenth day after such announcement occurs
before the Record Date, the close of business on the Record Date) that a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired beneficial ownership or voting control of 15% or more of the
outstanding Common Stock of the Company or (ii) the tenth business day (or, if
the tenth day after such announcement occurs before the Record Date, the close
of business on the Record Date, or such later date as may be determined by the
Board of Directors prior to such time as any person or group of affiliated or
associated persons becomes 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 or voting control of 15% or more of the
Company's outstanding Common Stock (even if no Common Stock is actually acquired
pursuant to such offer). Prior to these events, the Rights will not be
exercisable, will not be represented by a separate certificate, and will not be
transferable apart from the Common Stock, but instead will be evidenced, with
respect to any of the Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate itself. An Acquiring Person does not
include (A) the Company, (B) any subsidiary of the Company or (C) any employee
benefit plan of the Company or of any subsidiary of the Company, or any
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person holding Common Stock for or pursuant to the terms of any such plan.
Subject to certain limitations set forth in more detail in the Rights Agreement,
the beneficial ownership requirements set forth in the Rights Agreement will not
apply to certain Exempt Shares (as such term is defined in the Rights Agreement)
held by Security Capital (as such term is defined in the Rights Agreement).
Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), new certificates for Common Stock issued after the
Record 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 or transfer of any Common Stock
outstanding as of the Record Date also will constitute the transfer of the
Rights attaching to such Common Stock. As soon as practicable following the
Distribution Date, if any, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date, and such separate Rights
Certificates alone will evidence the Rights from and after the Distribution
Date.
The Rights will expire at the close of business on December 13, 2008
(the "Final Expiration Date"), unless earlier redeemed or exchanged by the
Company as described below.
The number of one one-thousandths of a share of Series D Preferred
Stock issuable upon exercise of the Rights is subject to certain adjustments
from time to time in the event of a share distribution on, or a subdivision,
combination or reclassification of, the Series D Preferred Stock. The Purchase
Price for the Rights is subject to adjustment in certain events.
Unless the Rights are earlier redeemed or exchanged, in the event that
a person or group of affiliated or associated persons becomes an Acquiring
Person, the Rights Agreement provides 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 having a market value at the time
of the transaction equal to two times the Purchase Price.
In addition, unless the Rights are earlier redeemed or exchanged, in
the event that after a person or a group of affiliated or associated persons
becomes an Acquiring Person the Company were to be acquired in a merger or other
business combination (in which any shares are changed into or exchanged for
other securities or assets) or more than 50% of the assets or earning power of
the Company and its subsidiaries (taken as a whole) were to be sold or
transferred in one or a series of related transactions, the Rights Agreement
provides that 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 from and after such date have the right to receive, upon payment
of the Purchase Price, that number of shares of common stock of the acquiring
company having a market value at the time of such transaction 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 shares of Common
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Stock that would cause the ownership limit set forth in the Company's Articles
of Incorporation (or any successor document) to be exceeded.
At any time after any person or group of affiliated or associated
persons becomes an Acquiring Person, the Board of Directors may issue Common
Stock in exchange for the Rights (other than Rights owned by the Acquiring
Person which will have become null and void), in whole or part, at an exchange
ratio of one share of Common Stock per Right (subject to adjustment).
The Rights Agreement provides that the Company may pay cash in lieu of
issuing fractional shares upon exercise or redemption of the Rights.
At any time on or prior to the earlier of (i) the close of business on
the tenth day after a public announcement that a person or group of affiliated
or associated persons has become an Acquiring Person (or, if the tenth day after
such announcement occurs before the Record Date, the close of business on the
Record Date, or such later date as may be authorized by the Board of Directors),
or (ii) the close of business on the Final Expiration Date, the Company may
redeem the Rights in whole, but not in part, at a price of $.005 per Right
("Redemption Price"), payable at the election of the Company in cash, Common
Stock or other consideration determined to be appropriate by the Board of
Directors. Following the effective time of the action of the Board of Directors
authorizing 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.
For as long as the Rights are then redeemable, the Company may amend
the Rights in any manner, including an amendment to extend the time period in
which the Rights may be redeemed; however, the Company cannot amend the Rights
with respect to the Redemption Price, the Final Expiration Date, the number of
one one-thousandths of a share of Series D Preferred Stock for which a Right is
exercisable or the Purchase Price. At any time when the Rights are not then
redeemable, the Company may amend the Rights in any manner that does not
materially adversely affect the interests of holders of the Rights as such.
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 to receive distributions.
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 on terms not approved by the Board of
Directors. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be redeemed
by the Company at $.005 per Right at any time until the close of business on the
tenth day (or such later date as described above) after a person or group has
obtained beneficial ownership or voting control of 15% or more of the voting
shares.
The Board of Directors has approved certain amendments to the
partnership agreement of Charles E. Smith Residential Realty L.P. to provide
certain rights to limited partners in the event any Rights are ever exercised.
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Item 2. Exhibits
1. Form of Rights Agreement between Charles E. Smith Residential
Realty, Inc. and First Union National Bank, as Rights Agent. The
Rights Agreement includes (i) the form of Articles Supplementary
for the Series D Junior Participating Preferred Stock (Exhibit A
thereto), (ii) the form of Summary of Rights to Purchase Series D
Junior Participating Preferred Stock (Exhibit B thereto) and
(iii) the form of Rights Certificate (Exhibit C thereto).
(Incorporated herein by reference to Exhibit 99.1 to the
Company's Current Report on Form 8-K, filed with the Commission
on December 8, 1998.)
2. Form of Letter to Shareholders. (Incorporated herein by reference
to Exhibit 99.2 to the Company's Current Report on Form 8-K,
filed with the Commission on December 8, 1998.)
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SIGNATURES
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 hereunto duly authorized.
By: /s/ W. D. Minami
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Name: W. D. Minami
Title: Senior Vice President
and Chief Financial Officer of the
Registrant
By: /s/ Steven E. Gulley
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Name: Steven E. Gulley
Title: Vice President and Controller
of the Registrant
December 8, 1998
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
1 Form of Rights Agreement between Charles E. Smith Residential
Realty, Inc. and First Union National Bank, as Rights Agent. The
Rights Agreement includes (i) the form of Articles Supplementary
for the Series D Junior Participating Preferred Stock (Exhibit A
thereto), (ii) the form of Summary of Rights to Purchase Series D
Junior Participating Preferred Stock (Exhibit B thereto) and
(iii) the form of Rights Certificate (Exhibit C thereto).
(Incorporated herein by reference to Exhibit 99.1 to the
Company's Current Report on Form 8-K, filed with the Commission
on December 8, 1998.)
2. Form of Letter to Shareholders. (Incorporated herein by reference
to Exhibit 99.2 to the Company's Current Report on Form 8-K,
filed with the Commission on December 8, 1998.)
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