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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR
(g) OF THE SECURITIES EXCHANGE ACT OF 1934
BEACON PROPERTIES CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Maryland 04-3224258
(State of (I.R.S. Employer
incorporation or organization) Identification No.)
50 Rowes Wharf, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
</TABLE>
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1) please check
the following box. |B)
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. |B)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of each exchange on
Title of Class to be so registered which each class is to be registered
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<S> <C>
8.98% Series A Cumulative Redeemable New York Stock Exchange
Preferred Stock, par value $.01 per share
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
(title of class)
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<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
A description of the 8.98% Series A Cumulative Redeemable Preferred Stock,
par value $.01 per share of the Registrant is contained in a Rule 424(b)
Prospectus Supplement supplementing the Registrant's Registration Statement on
Form S-3, No. 333-21769, which became effective on April 10, 1997, which
Prospectus Supplement shall be deemed to be incorporated herein by reference for
all purposes.
Item 2. Exhibits
The securities described herein are to be registered on the New York Stock
Exchange, on which other securities of the Registrant are registered.
Accordingly, the following exhibits, required in accordance with Part I to the
Instructions as to Exhibits on Form 8-A, have been duly filed with the New York
Stock Exchange:
(1) Articles Supplementary to Articles of Incorporation Establishing and
Fixing the Rights and Preferences of a Series of Shares of Preferred
Stock as filed with the Maryland Department of Assessments and
Taxation.
(2) *Articles of Incorporation of Registrant. (Incorporated by reference to
the Company's Report on Form 10-Q for the three months ended June 30,
1996.)
(3) *Amended and Restated By-laws of Registrant. (Incorporated by reference
to the Registration Statement on Form S-3 of Beacon Properties
Corporation, Registration No. 333-17237.)
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*Previously Filed
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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.
Beacon Properties Corporation
By: /s/ Robert J. Perriello
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Robert J. Perriello
Chief Financial Officer
July 9, 1997
BEACON PROPERTIES CORPORATION
ARTICLES SUPPLEMENTARY
ESTABLISHING AND FIXING THE RIGHTS AND
PREFERENCES OF A SERIES OF SHARES OF PREFERRED STOCK
Beacon Properties Corporation, a Maryland corporation (the
"Corporation"), certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: Under a power contained in Article VII of the charter of the
Corporation (the "Charter"), the Board of Directors of the Corporation (the
"Board of Directors"), by resolution duly adopted by unanimous written consent
dated June 11, 1997, classified and designated 9,200,000 shares (the "Shares")
of Preferred Stock (as defined in the Charter) as shares of 8.98% Series A
Cumulative Redeemable Preferred Stock, with the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption of shares
as follows, which upon any restatement of the Charter shall be made part of
Article VII, with any necessary or appropriate changes to the enumeration or
lettering of sections or subsections hereof:
(1) Designation and Number. A series of Preferred Stock, designated the "8.98%
Series A Cumulative Redeemable Preferred Stock" (the "Series A Preferred"), is
hereby established. The number of shares of the Series A Preferred shall be
9,200,000.
(2) Rank. The Series A Preferred will, with respect to dividend rights and
rights upon liquidation, dissolution or winding up of the Corporation, rank (a)
senior to all classes or series of Common Stock of the Corporation, and to all
equity securities ranking junior to such Series A Preferred; (b) on a parity
with all equity securities issued by the Corporation the terms of which
specifically provide that such equity securities rank on a parity with the
Series A Preferred; and (c) junior to all equity securities issued by the
Corporation the terms of which specifically provide that such equity securities
rank senior to the Series A Preferred. The term "equity securities" shall not
include convertible debt securities.
(3) Dividends.
(a) Holders of the shares of Series A Preferred shall be entitled to
receive, when and as authorized by the Board of Directors, out of funds legally
available for the payment of dividends, cumulative preferential cash dividends
at the rate of 8.98% of the $25.00 liquidation preference per annum (equivalent
to a fixed annual amount of $2.245 per share). Such dividends shall be
cumulative from the first date on which any Series A Preferred is issued and
shall be payable quarterly in arrears on or before March 15, June 15, September
15 and December 15 of each year or, if not a business day, the next succeeding
business day (each, a
<PAGE>
"Dividend Payment Date"). The first dividend, which will be paid on September
15, 1997, will be for more than a full quarter. Such dividend and any dividend
payable on the Series A Preferred for any partial dividend period will be
computed on the basis of a 360-day year consisting of twelve 30-day months.
Dividends will be payable to holders of record as they appear in the stock
records of the Corporation at the close of business on the applicable record
date, which shall be the first day of the calendar month in which the applicable
Dividend Payment Date falls on or such other date designated by the Board of
Directors of the Corporation for the payment of dividends that is not more than
30 nor less than 10 days prior to such Dividend Payment Date (each, a "Dividend
Record Date").
(b) No dividends on shares of Series A Preferred shall be authorized by
the Board of Directors of the Corporation or paid or set apart for payment by
the Corporation at such time as the terms and provisions of any agreement of the
Corporation, including any agreement relating to its indebtedness, prohibits
such authorization, payment or setting apart for payment or provides that such
authorization, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such authorization or payment shall be
restricted or prohibited by law.
(c) Notwithstanding the foregoing, dividends on the Series A Preferred
will accrue whether or not the terms and provisions set forth in Section 3(b)
hereof at any time prohibit the current payment of dividends, whether or not the
Corporation has earnings, whether or not there are funds legally available for
the payment of such dividends and whether or not such dividends are authorized.
Accrued but unpaid dividends on the Series A Preferred will accumulate as of the
Dividend Payment Date on which they first become payable.
(d) Except as provided in Section 3(e) below, no dividends will be
authorized or paid or set apart for payment on any stock of the Corporation or
any other series of preferred stock ranking, as to dividends, on a parity with
or junior to the Series A Preferred (other than a dividend in shares of the
Corporation's Common Stock or in any other class of stock ranking junior to the
Series A Preferred as to dividends and upon liquidation) for any period unless
(i) full cumulative dividends have been or contemporaneously are authorized and
paid or authorized and (ii) a sum sufficient for the payment thereof is set
apart for such payment on the Series A Preferred for all past dividend periods
and the then current dividend period.
(e) When dividends are not paid in full (or a sum sufficient for such
full payment is not so set apart) upon the Series A Preferred and the shares of
any other series of Preferred Stock ranking on a parity as to dividends with the
Series A Preferred, all dividends authorized upon the Series A Preferred and any
other series of Preferred Stock ranking on a parity as to dividends with the
Series A Preferred shall be authorized pro rata so that the amount of dividends
authorized per share of Series A Preferred and such other series of Preferred
Stock shall in all cases bear to each other the same ratio that accrued
dividends per share on the Series A Preferred and such other series of Preferred
Stock (which shall not include any accrual in respect of unpaid dividends for
prior dividend periods if such Preferred Stock does
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<PAGE>
not have a cumulative dividend) bear to each other. No interest, or sum of money
in lieu of interest, shall be payable in respect of any dividend payment or
payments on Series A Preferred which may be in arrears.
(f) Except as provided in the immediately preceding paragraph, unless
full cumulative dividends on the Series A Preferred have been or
contemporaneously are authorized and paid or authorized and a sum sufficient for
the payment thereof is set apart for payment for all past dividend periods and
the then current dividend period, no dividends (other than in shares of Common
Stock or other shares of stock ranking junior to the Series A Preferred as to
dividends and upon liquidation) shall be authorized or paid or set aside for
payment nor shall any other distribution be authorized or made upon the Common
Stock, or any other stock of the Corporation ranking junior to or on a parity
with the Series A Preferred as to dividends or upon liquidation, nor shall any
shares of Common Stock, or any other shares of stock of the Corporation ranking
junior to or on a parity with the Series A Preferred as to dividends or upon
liquidation be redeemed, purchased or otherwise acquired for any consideration
(or any moneys be paid to or made available for a sinking fund for the
redemption of any such shares) by the Corporation (except by conversion into or
exchange for other stock of the Corporation ranking junior to the Series A
Preferred as to dividends and upon liquidation).
(g) Holders of the Series A Preferred shall not be entitled to any
dividend, whether payable in cash, property or stock in excess of full
cumulative dividends on the Series A Preferred as described above. Any dividend
payment made on shares of the Series A Preferred shall first be credited against
the earliest accrued but unpaid dividend due with respect to such shares which
remains payable.
(4) Liquidation Preference.
(a) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, the holders of shares of Series A
Preferred then outstanding are entitled to be paid out of the assets of the
Corporation legally available for distribution to its stockholders a liquidation
preference of $25.00 per share, plus an amount equal to any accrued and unpaid
dividends to the date of payment, before any distribution of assets is made to
holders of Common Stock or any other class or series of stock of the Corporation
that ranks junior to the Series A Preferred as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of the Corporation
are insufficient to pay the amount of the liquidating distributions on all
outstanding shares of Series A Preferred and the corresponding amounts payable
on all shares of other classes or series of stock of the Corporation ranking on
a parity with the Series A Preferred in the distribution of assets, then the
holders of the Series A Preferred and all other such classes or series of stock
shall share ratably in any such distribution of assets in proportion to the full
liquidating distributions to which they would
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otherwise be respectively entitled.
(c) Written notice of any such liquidation, dissolution or winding up
of the Corporation, stating the payment date or dates when, and the place or
places where, the amounts distributable in such circumstances shall be payable,
shall be given by first class mail, postage pre-paid, not less than 30 nor more
than 60 days prior to the payment date stated therein, to each record holder of
the Series A Preferred at the respective addresses of such holders as the same
shall appear on the stock transfer records of the Corporation.
(d) After payment of the full amount of the liquidating distributions
to which they are entitled, the holders of Series A Preferred will have no right
or claim to any of the remaining assets of the Corporation.
(e) The consolidation or merger of the Corporation with or into any
other corporation, trust or entity or of any other corporation, trust or other
entity with or into the Corporation or the sale, lease or conveyance of all or
substantially all of, the property or business of the Corporation, shall not be
deemed to constitute a liquidation, dissolution or winding up of the
Corporation.
(5) Redemption.
(a) Right of Optional Redemption. The Series A Preferred is not
redeemable prior to June 15, 2002. However, in order to ensure that the
Corporation remains a qualified real estate investment trust ("REIT") for
federal income tax purposes, the Series A Preferred will be subject to the
provisions of Article IX of the Corporation's Charter pursuant to which Series A
Preferred owned by a stockholder in excess of the Ownership Limit will
automatically be exchanged for shares of Excess Stock and the Corporation will
have the right to purchase Excess Stock from the holder. On and after June 15,
2002, the Corporation, at its option and upon not less than 30 nor more than 60
days' written notice, may redeem shares of the Series A Preferred, in whole or
in part, at any time or from time to time, for cash at a redemption price of
$25.00 per share, plus all accrued and unpaid dividends thereon to the date
fixed for redemption, without interest. If less than all of the outstanding
shares of Series A Preferred are to be redeemed, the Series A Preferred to be
redeemed shall be selected pro rata (as nearly as may be practicable without
creating fractional shares) or by any other equitable method determined by the
Corporation.
(b) Limitations on Redemption.
(i) The redemption price of the Series A Preferred (other than
the portion thereof consisting of accrued and unpaid dividends) is payable
solely out of the sale proceeds of other stock of the Corporation, which may
include other series of Preferred Stock, and from no other source. For purposes
of the preceding sentence, "stock" means any equity securities (including Common
Stock and Preferred Stock), shares, interest, participation or other
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<PAGE>
ownership interests (however designated) and any rights (other than debt
securities convertible into or exchangeable for equity securities) or options to
purchase any of the foregoing.
(ii) Unless full cumulative dividends on all shares of Series
A Preferred shall have been or contemporaneously are authorized and paid or
authorized and a sum sufficient for the payment thereof set apart for payment
for all past dividend periods and the then current dividend period, no shares of
Series A Preferred shall be redeemed unless all outstanding shares of Series A
Preferred are simultaneously redeemed, and the Corporation shall not purchase or
otherwise acquire directly or indirectly any shares of Series A Preferred
(except by exchange for stock of the Corporation ranking junior to the Series A
Preferred as to dividends and upon liquidation); provided, however, that the
foregoing shall not prevent the purchase by the Corporation of shares of Excess
Stock in order to ensure that the Corporation remains qualified as a REIT for
Federal income tax purposes or the purchase or acquisition of shares of Series A
Preferred pursuant to a purchase or exchange offer made on the same terms to
holders of all outstanding shares of Series A Preferred.
(c) Rights to Dividends on Shares Called for Redemption. Immediately
prior to any redemption of Series A Preferred, the Corporation shall pay, in
cash, any accumulated and unpaid dividends through the redemption date, unless a
redemption date falls after a Dividend Record Date and prior to the
corresponding Dividend Payment Date, in which case each holder of Series A
Preferred at the close of business on such Dividend Record Date shall be
entitled to the dividend payable on such shares on the corresponding Dividend
Payment Date notwithstanding the redemption of such shares before such Dividend
Payment Date. Except as provided above, the Corporation will make no payment or
allowance for unpaid dividends, whether or not in arrears, on Series A Preferred
for which a notice of redemption has been given.
(d) Procedures for Redemption.
(i) Notice of redemption will be (a) given by publication in a
newspaper of general circulation in the City of New York, such publication to be
made once a week for two successive weeks commencing not less than 30 nor more
than 60 days prior to the redemption date. A similar notice will be mailed by
the Corporation, postage prepaid, not less than 30 nor more than 60 days prior
to the redemption date, addressed to the respective holders of record of the
Series A Preferred to be redeemed at their respective addresses as they appear
on the stock transfer records of the Corporation. No failure to give such notice
or any defect thereto or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any shares of Series A Preferred except as to
the holder to whom notice was defective or not given.
(ii) In addition to any information required by law or by the
applicable rules of any exchange upon which Series A Preferred may be listed or
admitted to trading, such notice shall state: (A) the redemption date; (B) the
redemption price; (C) the number of shares of Series A Preferred to be redeemed;
(D) the place or places where the Series A Preferred is
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<PAGE>
to be surrendered for payment of the redemption price; and (E) that dividends on
the shares to be redeemed will cease to accrue on such redemption date. If less
than all of the Series A Preferred held by any holder is to be redeemed, the
notice mailed to such holder shall also specify the number of shares of Series A
Preferred held by such holder to be redeemed.
(iii)If notice of redemption of any shares of Series A
Preferred has been given and if the funds necessary for such redemption have
been set aside by the Corporation in trust for the benefit of the holders of any
shares of Series A Preferred so called for redemption, then from and after the
redemption date dividends will cease to accrue on such shares of Series A
Preferred, such shares of Series A Preferred shall no longer be deemed
outstanding and all rights of the holders of such shares will terminate, except
the right to receive the redemption price. Holders of Series A Preferred to be
redeemed shall surrender such Series A Preferred at the place designated in such
notice and, upon surrender in accordance with said notice of the certificates
for shares of Series A Preferred so redeemed (properly endorsed or assigned for
transfer, if the Corporation shall so require and the notice shall so state),
such shares of Series A Preferred shall be redeemed by the Corporation at the
redemption price plus any accrued and unpaid dividends payable upon such
redemption. In case less than all the shares of Series A Preferred represented
by any such certificate are redeemed, a new certificate or certificates shall be
issued representing the unredeemed shares of Series A Preferred without cost to
the holder thereof.
(e) Application of Article IX. The shares of Series A Preferred are
subject to the provisions of Article IX of the Charter of the Corporation,
including, without limitation, the provision for the redemption of Excess Stock
(as defined in the Charter). Notwithstanding the provisions of Article IX of the
Charter, shares of Series A Preferred which have been exchanged pursuant to the
Charter for Excess Stock may be redeemed, in whole or in part, at any time or
from time to time, for cash at a redemption price of $25.00 per share, plus all
accrued and unpaid dividends thereon to the date fixed for redemption, without
interest. If less than all of the outstanding Series A Preferred is to be
redeemed, the Series A Preferred to be redeemed shall be selected pro rata (as
nearly as may be practicable without creating fractional shares) or by any other
equitable method determined by the Corporation.
(f) Status of Redeemed Shares. Any shares of Series A Preferred that
shall at any time have been redeemed shall, after such redemption, have the
status of authorized but unissued shares of preferred stock, without designation
as to series until such shares are once more designated as part of a particular
series by the Board of Directors.
(6) Voting Rights.
(a) Holders of the Series A Preferred will not have any voting
rights, except as set forth below.
(b) Whenever dividends on any shares of Series A Preferred shall
be in arrears for
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six or more quarterly periods (a "Preferred Dividend Default"), the holders of
such shares of Series A Preferred (voting separately as a class with all other
series of Preferred Stock ranking on a parity with the Series A Preferred as to
dividends or on liquidation ("Parity Preferred") upon which like voting rights
have been conferred and are exercisable) will be entitled to vote for the
election of a total of two additional directors of the Corporation (the
"Preferred Stock Directors") at a special meeting called by the holders of
record of at least 20% of the outstanding shares of Series A Preferred or the
holders of shares of any other series of Parity Preferred so in arrears (unless
such request is received less than 90 days before the date fixed for the next
annual or special meeting of stockholders) or at the next annual meeting of
stockholders, and at each subsequent annual meeting until all dividends
accumulated on such shares of Series A Preferred for the past dividend periods
and the dividend for the then current dividend period shall have been fully paid
or authorized and a sum sufficient for the payment thereof set aside for payment
in full.
(c) If and when all accumulated dividends and the dividend for the
current dividend period on the Series A Preferred shall have been paid in full
or set aside for payment in full, the holders of shares of Series A Preferred
shall be divested of the voting rights set forth in Section 6(b) hereof (subject
to revesting in the event of each and every Preferred Dividend Default) and, if
all accumulated dividends and the dividend for the current dividend period have
been paid in full or set aside for payment in full on all other series of Parity
Preferred upon which like voting rights have been conferred and are exercisable,
the term of office of each Preferred Stock Director so elected shall terminate.
Any Preferred Stock Director may be removed at any time with or without cause by
the vote of, and shall not be removed otherwise than by the vote of, the holders
of record of a majority of the outstanding shares of the Series A Preferred when
they have the voting rights set forth in Section 6(b) (voting separately as a
class with all other series of Parity Preferred upon which like voting rights
have been conferred and are exercisable). So long as a Preferred Dividend
Default shall continue, any vacancy in the office of a Preferred Stock Director
may be filled by written consent of the Preferred Stock Director remaining in
office, or if none remains in office, by a vote of the holders of record of a
majority of the outstanding shares of Series A Preferred when they have the
voting rights set forth in Section 6(b) (voting separately as a class with all
other series of Parity Preferred upon which like voting rights have been
conferred and are exercisable). The Preferred Stock Directors shall each be
entitled to one vote per director on any matter.
(d) So long as any shares of Series A Preferred remain outstanding, the
Corporation shall not, without the affirmative vote of the holders of at least
two thirds of the shares of the Series A Preferred outstanding at the time, (i)
authorize or create, or increase the authorized or issued amount of, any class
or series of stock ranking prior to the Series A Preferred with respect to
payment of dividends or the distribution of assets upon liquidation, dissolution
or winding up or reclassify any authorized stock of the Corporation into any
such shares, or create, authorize or issue any obligations or security
convertible into or evidencing the right to purchase any such shares or (ii)
amend, alter or repeal the provisions of the Articles, whether by merger,
consolidation or otherwise, so as to materially and adversely affect any right,
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preference, privilege or voting power of the Series A Preferred or the holders
thereof; provided, however, that with respect to the occurrence of any event set
forth in (ii) above, so long as the Series A Preferred remains outstanding with
the terms thereof materially unchanged, the occurrence of any such event shall
not be deemed to materially and adversely affect such rights, preferences,
privileges or voting powers of the holders of the Series A Preferred and
provided further that any increase in the amount of the authorized Preferred
Stock or the creation or issuance of any other series of Preferred Stock, or any
increase in the amount of authorized shares of such series, in each case ranking
on a parity with or junior to the Series A Preferred with respect to payment of
dividends or the distribution of assets upon liquidation, dissolution or winding
up, shall not be deemed to materially and adversely affect such rights,
preferences, privileges or voting powers.
(e) The foregoing voting provisions will not apply if, at or prior to
the time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding shares of Series A Preferred shall
have been redeemed or called for redemption upon proper notice and sufficient
funds shall have been deposited in trust to effect such redemption.
(7) Conversion. The Series A Preferred is not convertible into or exchangeable
for any other property or securities of the Corporation, except that the shares
of Series A Preferred may be exchanged by the Corporation for shares of Excess
Stock, in accordance with the Charter.
SECOND: The Shares have been classified and designated by the Board of
Directors under the authority contained in the Charter.
THIRD: These Articles Supplementary have been approved by the Board of
Directors in the manner and by the vote required by law.
FOURTH: These Articles Supplementary shall be effective at the time
the State Department of Assessments and Taxation of Maryland accepts these
Articles Supplementary for record.
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FIFTH: The undersigned President of the Corporation acknowledges these
Articles Supplementary to be the corporate act of the Corporation and, as to all
matters or facts required to be verified under oath, the undersigned President
acknowledges that to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
President and attested to by its Secretary on this 11th day of June, 1997.
BEACON PROPERTIES CORPORATION
By: /s/ Alan M. Leventhal
-----------------------------
Alan M. Leventhal,
President and Chief Executive Officer
[SEAL]
ATTEST:
/s/ Kathleen M. McCarthy
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Kathleen M. McCarthy, Secretary
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