SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
Wellington Properties Trust
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 39-6594066
-------------------------- ---------------------
(State of incorporation (IRS Employer
or organization) Identification No.)
18650 W. Corporate Drive,
Suite 300, Brookfield, Wisconsin 53045
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [X] check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-84953
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
- --------------------------------------- ------------------------------
Class A Cumulative Convertible American Stock Exchange
Preferred Shares, $0.01 par value
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
- --------------------------------------------------------------------------------
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
The description of the Class A Cumulative Convertible Preferred
Shares, $0.01 par value, of Wellington Properties Trust (the "Registrant") to be
registered hereunder is contained under the caption "Description of Securities"
in the Prospectus constituting a part of the Registration Statement on Form SB-2
originally filed by the Registrant with the Securities and Exchange Commission
on August 11, 1999 (the "Registration Statement"), which description is
incorporated herein by reference.
Item 2. Exhibits.
--------
Exhibit Description
- ------- -----------
3.1 Articles of Amendment and Restatement of the Declaration of Trust and
Articles Supplementary thereto (incorporated by reference to Exhibit
3.1 to the Registration Statement).
3.2 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3.2 to the Registration Statement).
4.1 Common Stock Purchase Warrant by the Company to Credit Suisse First
Boston Mortgage Capital LLC, dated as of March 4, 1998 (filed with the
Company's Current Report on Form 8-K on August 31, 1998 and
incorporated herein by reference).
4.2 Form of Class A preferred Stock Purchase Warrant to be issued to
underwriters pursuant to the Underwriting Agreement included as
Exhibit 1 to this Registration Statement (incorporated by reference to
Exhibit 4.2 to the Registration Statement).
4.3 Shareholders' Agreement, dated as of November 16, 1998 between the
Company and the shareholders identified on the signature page thereto
(incorporated by reference to Exhibit 4.3 to the Registration
Statement).
10.1 Master Registration Rights Agreement dated as of August 31, 1998
(filed as Exhibit E of Exhibit C with the Registrant's Schedule 14A on
November 6, 1998 and incorporated herein by reference).
10.2 Wellington Properties Trust 1998 Stock Option Plan (filed as Exhibit F
with the Registrant's Schedule 14A on November 6, 1998 and
incorporated herein by reference).
10.3 Wellington Properties Trust Dividend Reinvestment and Share Purchase
Plan (filed with the Registrant's Registration Statement on Form S-3
on January 3, 1996 and incorporated herein by reference).
-2-
<PAGE>
10.4 Subscription Agreement dated as of June 30, 1999, between the Company
and Wellington Management Corporation (incorporated by reference to
Exhibit 10.12 to the Registration Statement).
10.5 Subscription Agreement dated as of June 30, 1999, between the Company
and American Real Estate Equities, LLC (incorporated by reference to
Exhibit 10.13 to the Registration Statement).
-3-
<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.
Date: October 20, 1999 By: /s/ Duane H. Lund
----------------------------------
Duane H. Lund
Chief Executive Officer
-4-
<PAGE>
WELLINGTON PROPERTIES TRUST
FORM 8-A
EXHIBIT INDEX
Exhibit Description
- ------- -----------
3.1 Articles of Amendment and Restatement of the Declaration of Trust and
Articles Supplementary thereto (incorporated by reference to Exhibit
3.1 to the Registration Statement).
3.2 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3.2 to the Registration Statement).
4.1 Common Stock Purchase Warrant by the Company to Credit Suisse First
Boston Mortgage Capital LLC, dated as of March 4, 1998 (filed with the
Company's Current Report on Form 8-K on August 31, 1998 and
incorporated herein by reference).
4.2 Form of Class A preferred Stock Purchase Warrant to be issued to
underwriters pursuant to the Underwriting Agreement included as
Exhibit 1 to this Registration Statement (incorporated by reference to
Exhibit 4.2 to the Registration Statement).
4.3 Shareholders' Agreement, dated as of November 16, 1998 between the
Company and the shareholders identified on the signature page thereto
(incorporated by reference to Exhibit 4.3 to the Registration
Statement).
10.1 Master Registration Rights Agreement dated as of August 31, 1998
(filed as Exhibit E of Exhibit C with the Registrant's Schedule 14A on
November 6, 1998 and incorporated herein by reference).
10.2 Wellington Properties Trust 1998 Stock Option Plan (filed as Exhibit F
with the Registrant's Schedule 14A on November 6, 1998 and
incorporated herein by reference).
10.3 Wellington Properties Trust Dividend Reinvestment and Share Purchase
Plan (filed with the Registrant's Registration Statement on Form S-3
on January 3, 1996 and incorporated herein by reference).
10.4 Subscription Agreement dated as of June 30, 1999, between the Company
and Wellington Management Corporation (incorporated by reference to
Exhibit 10.12 to the Registration Statement).
10.5 Subscription Agreement dated as of June 30, 1999, between the Company
and American Real Estate Equities, LLC (incorporated by reference to
Exhibit 10.13 to the Registration Statement).
