<PAGE>
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
Weeks Realty, L.P.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
Georgia 58-2121388
- --------------------------------------------- ---------------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
4497 Park Drive
Norcross, Georgia 30093
- --------------------------------------------- ---------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective upon of the Exchange Act and is effective pursuant
filing pursuant to General Instruction A.(c), to General Instruction A.(d), please check
please check the following box./X/ the following box./_/
</TABLE>
<PAGE>
Securities Act Registration file number to which this form relates: 333-50871
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class to Which Each Class is to
be so Registered be Registered
- --------------------------------- ----------------------------------
7 3/8% Notes due August 1, 2007 New York Stock Exchange, Inc.
- --------------------------------- ----------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
________________________________________________________________________________
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
A description of the 7 3/8% Notes due August 1, 2007 of Weeks Realty,
L.P., a Georgia limited partnership (the "Registrant"), set forth under
"Description of Notes," appearing on pages S-26 through S-31 of the Prospectus
Supplement, dated July 30, 1998, to the Registrant's and Weeks Corporation's
Registration Statement on Form S-3 (File No. 333-50871), and under "Description
of Debt Securities," appearing on pages 17 through 30 of the accompanying
Prospectus, which, together with the Prospectus Supplement, will be filed by the
Registrant with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and which
description is incorporated herein by this reference and qualified in its
entirety by reference to the Registrant's Note, Indenture, dated as of March 20,
1998 between the Registrant and State Street Bank and Trust Company, and Form of
First Supplemental Indenture, dated as of July 30, 1998, between the Registrant
and State Street Bank and Trust Company, each of which is attached as an exhibit
hereto.
Item 2. Exhibits.
--------
As required by the Instruction to Item 2, the following exhibits will
be, or have been, supplied to the New York Stock Exchange, Inc. and are filed
herewith or incorporated by reference hereby:
1. Specimen 7 3/8% Note due August 1, 2007.
2. Indenture, dated as of March 20, 1998, between the Registrant
and State Street Bank and Trust Company (incorporated by
reference to Exhibit 2 of the Registrant's Registration
Statement on Form 8-A dated March 17, 1998 and filed with the
Commission on March 18, 1998).
3. Form of First Supplemental Indenture, dated as of July 30,
1998, between the Registrant and State Street Bank and Trust
Company.
-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, thereto duly authorized.
WEEKS REALTY, L.P.
By: WEEKS GP HOLDINGS, INC.,
its sole General Partner
By: /s/ David P. Stockert
-------------------------------------
David P. Stockert
Senior Vice President and
Chief Financial Officer
Dated: July 30, 1998
-4-
<PAGE>
Exhibits
--------
<TABLE>
<CAPTION>
Exhibit Page
- ------- ----
<S> <C>
1. Specimen 7 3/8% Note due August 1, 2007.
2. Indenture, dated as of March 20, 1998, between the Registrant and
State Street Bank and Trust Company (incorporated by reference to
Exhibit 2 of the Registrant's Registration Statement on Form 8-A dated
March 17, 1998 and filed with the Commission on March 18, 1998).
3. Form of First Supplemental Indenture, dated as of July 30, 1998,
between the Registrant and State Street Bank and Trust Company.
</TABLE>
-5-
<PAGE>
Exhibit 1
---------
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE
FOR THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"). UNLESS THIS
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO WEEKS REALTY,
L.P. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
WEEKS REALTY, L.P.
7 3/8% Note due August 1, 2007
No. 1
CUSIP NO. 948571 AC8 $ 100,000,000
Weeks Realty, L.P., a limited partnership duly organized and existing under
the laws of Georgia (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of One Hundred Million Dollars on August 1, 2007, and to pay
interest thereon from August 4, 1998 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
February 1 and August 1 in each year, commencing February 1, 1999 at the rate
of 7 3/8% per annum, until the principal hereof is paid or made available for
payment, PROVIDED that any principal, and any such installment of interest,
which is overdue shall bear interest at the rate of 7 3/8% per annum, from the
dates such amounts are due until they are paid or made available for payment.
The interest so payable, and punctually
<PAGE>
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the January 15 or July 15
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the Corporate Trust Office of the Trustee maintained
for that purpose at Two International Place, Fourth Floor, Boston, Massachusetts
02110, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
2
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: August 4, 1998
WEEKS REALTY, L.P.
By: Weeks GP Holdings, Inc., its general
partner
By:______________________________
Name:
Title:
_______________________________
Attest:
3
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE
By:____________________________________________
Authorized Officer
4
<PAGE>
REVERSE OF SECURITY
This Security is one of a duly authorized issue of securities of the
Company designated as its 7 3/8% Notes due August 1, 2007 (herein called the
"Securities"), issued and to be issued in one or more series under the
Indenture, dated as of March 20, 1998, as amended and supplemented by the First
Supplemental Indenture, dated as of July 30, 1998 (herein collectively called
the "Indenture", which term shall have the meaning assigned to it in such
instruments), between the Company and State Street Bank and Trust Company, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $100,000,000.
The Securities of this series may be redeemed, at any time, upon not less
than 30 nor more than 60 days' notice, at the option of the Company, in whole or
in part, at a redemption price (the "Redemption Price") equal to the sum of (A)
the principal amount of the Securities of this series (or portion thereof being
redeemed) plus accrued interest thereon to the redemption date and (B) the Make-
Whole Amount (as defined below), if any, with respect to such Securities of this
series (or portion thereof).
In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
As used herein:
"Make-Whole Amount" means, in connection with any optional redemption of
any Security of this series, the excess, if any, of (i) the aggregate present
value as of the date of such redemption of each dollar of principal being
redeemed and the amount of interest (exclusive of interest accrued to the date
of redemption) that would have been payable in respect of each such dollar if
such redemption had not been made, determined by discounting, on a semiannual
basis, such principal and interest at the Reinvestment Rate (determined on the
third Business Day preceding the date such notice of redemption is given) from
the respective dates on which such principal and interest would have been
payable if such redemption had not been made, over (ii) the aggregate principal
amount of the Securities of this series being redeemed.
"Reinvestment Rate" means 0.25% plus the arithmetic mean of the yields
under the respective heading "Week Ending" published in the most recent
Statistical Release under the caption "Treasury Constant Maturities" for the
maturity (rounded to the nearest month) corresponding to the remaining life to
maturity, as of the payment date of the principal being redeemed. If no maturity
exactly corresponds to such maturity, yields for the two published maturities
most closely corresponding to such maturity shall be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding in each of
such relevant periods to the nearest month. For the purpose of calculating the
Reinvestment Rate, the most recent Statistical Release published prior to the
date of determination of the Make-Whole Amount shall be used.
"Statistical Release" means the statistical release designated "H.15 (519)"
or any successor publication which is published weekly by the Federal Reserve
System and which establishes yields on actively traded United States government
securities adjusted to constant maturities, or, if such statistical release is
not
5
<PAGE>
published at the time of any determination under the Indenture, then such other
reasonably comparable index which shall be designated by the Company.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Securities of this Series are not subject to defeasance or covenant
defeasance.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
effected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected by such amendment or
modification. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless (i) such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, (ii) the Holders of not less than 25% in aggregate
principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
(iii) the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and (iv) the Trustee shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
6
<PAGE>
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
7
<PAGE>
EXHIBIT 3
================================================================================
WEEKS REALTY, L.P.
TO
STATE STREET BANK AND TRUST COMPANY,
Trustee
__________________________________
FORM OF FIRST SUPPLEMENTAL INDENTURE
Dated as of July 30, 1998
__________________________________
DEBT SECURITIES
================================================================================
<PAGE>
FIRST SUPPLEMENTAL INDENTURE, dated as of July 30, 1998, between Weeks
Realty, L.P., a limited partnership duly organized and existing under the laws
of the State of Georgia (herein called the "Company"), having its principal
office at 4497 Park Drive, Norcross, Georgia, and State Street Bank and Trust
Company, a national banking association duly organized and existing under the
laws of the United States of America, as Trustee.
RECITALS OF THE COMPANY
The Company has heretofore executed and delivered to the Trustee an
Indenture, dated as of March 20, 1998 (the "Indenture"), providing for the
issuance from time to time of its unsecured debentures, notes or other evidences
of indebtedness (herein and therein called the "Securities"), to be issued in
one or more series as provided in the Indenture.
Section 901 of the Indenture provides, among other things, that the
Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, without the consent of any Holders, may enter into an
indenture supplemental to the Indenture (a) to add to the covenants of the
Company for the benefit of the Holders of all or any series of Securities (and
if such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included solely for
the benefit of such series) or to surrender any right or power herein conferred
upon the Company or (b) to add to, change or eliminate any of the provisions of
the Indenture in respect of one or more series of Securities, provided that any
such addition, change or elimination (A) shall neither (i) apply to any Security
of any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding.
The Company desires and has requested the Trustee to join with it in the
execution and delivery of this First Supplemental Indenture for the purpose of
amending the Indenture in certain respects with respect to the Securities of any
series which are provided to be entitled to the benefit of such amendments
pursuant to Section 301 created on or after the date hereof.
The amendments contained in this First Supplemental Indenture shall only
apply to series of Securities issued after the date hereof which are provided
<PAGE>
to be entitled to the benefit of such amendments pursuant to Section 301.
The Company represents that all things necessary to make this First
Supplemental Indenture a valid agreement of the Company, in accordance with its
terms, have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities
of any series created on or after the date hereof which are provided to be
entitled to the benefits hereof pursuant to Section 301 of the Indenture by the
Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of any series of the Securities created on
and after the date hereof which are provided to be entitled to the benefits
hereof pursuant to Section 301 of the Indenture, as follows:
ARTICLE ONE
Section 101. For all purposes of this First Supplemental Indenture,
-----------
except as otherwise herein expressly provided or unless the context otherwise
requires:
(1) capitalized terms used herein and not otherwise defined shall
have the meanings assigned thereto in the Indenture; and
(2) the words "herein", "hereof" and "hereunder" and other words of
similar import used in this First Supplemental Indenture refer to this
First Supplemental Indenture as a whole and not to any particular Article,
Section or other subdivision of this First Supplemental Indenture.
Section 102. (a) Section 101 of the Indenture is amended to replace in its
-----------
entirety the definition of AAnnual Service Charge@ with the following
definition:
"Annual Service Charge" means, for any period, the interest expense of
the Company and its Subsidiaries for such period (including, without
duplication, (i) all amortization of debt discount and premiums, (ii) all
accrued interest, (iii) all capitalized interest, and (iv) the interest
component of capitalized lease obligations), determined on a consolidated
basis in accordance with generally accepted accounting
-2-
<PAGE>
ARTICLE TWO
Section 201. This instrument shall be governed by and construed in
-----------
accordance with the laws of the State of New York.
Section 202. This instrument may be executed in any number of
-----------
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
Section 203. The Trustee shall have no responsibility for the
-----------
recitals hereto or for the validity or sufficiency of this instrument.
______________________
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
WEEKS REALTY, L.P.
By: Weeks GP Holdings, Inc., its general
partner
Attest: By___________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE
Attest: By___________________________
Name:
Title:
-3-
<PAGE>
STATE OF GEORGIA )
)s.:
COUNTY OF )
On the day of July, 1997, before me personally came
, to be known, who, being duly sworn, did depose and say that he is
of Weeks GP Holdings, Inc., the general partner of Weeks Realty, L.P., the
partnership described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
------------------------------
NOTARY PUBLIC
STATE OF MASSACHUSETTS)
)s.:
COUNTY OF SUFFOLK )
On the day of July 1997, before me personally came , to be
known, who, being duly sworn, did depose and say that he is
of State Street Bank and Trust Company, one of the parties described in and
which executed the foregoing instrument; that he knows the seal of said party;
that the seal affixed to said instrument is such party's seal; that it was so
affixed by authority of the Board of Directors of said party; and that he signed
his name thereto by like authority.
------------------------------
NOTARY PUBLIC
-4-
