As filed with the Securities and Exchange Commission
on May 1, 1996
Registration No. 33-92990
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TIAA REAL ESTATE ACCOUNT
(Exact Name of Registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)
(Not applicable)
(Primary Standard Industrial Classification Code Number)
(Not applicable)
I.R.S. Employer Identification No.)
c/o Teachers Insurance and Annuity Association of America
730 Third Avenue
New York, New York 10017-3206
(212) 490-9000
(Address including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Peter C. Clapman, Esquire
Teachers Insurance and Annuity Association of America
730 Third Avenue
New York, New York 10017-3206
(212) 490-9000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Paul J. Mason, Esquire
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 2004-2404
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X] If this form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering: [ ] _______
If this form is a post-effective amendment filed pursuant to Rule 461(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ] ______
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box: [ ]
<PAGE>
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
Showing Location of Information Required by Form S-1
in Part I (Prospectus) of the Registration Statement
Item of Form S-1 Caption or Location in Prospectus
- ---------------- ---------------------------------
1. Forepart of the Registration Outside Front Cover Page
Statement of Outside Front
Cover Page of Prospectus
2. Inside Front Cover and Inside Front and Outside Back Cover Page
Outside Back Cover Page
of Prospectus
3. Summary Information, Risk Summary; The Real Estate Account and
Factors and Ratio of Earnings TIAA; Risk Factors
to Fixed Charges
4. Use of Proceeds (Not Applicable)
5. Determination of Offering Price (Not Applicable)
6. Dilution (Not Applicable)
7. Selling Security Holders (Not Applicable)
8. Plan of Distribution Distribution of the Contracts
9. Description of Securities Summary; The Annuity Contracts;
to Be Registered Annuity Payments
10. Interests of Named Experts (Not Applicable)
and Counsel
11. Information with Respect to Summary; The Real Estate Account and TIAA;
the Registrant Investment Practices of the Account;
General Investment and Operating Policies;
Description of Properties; Risk Factors;
Role of TIAA; Conflicts of Interest;
Management's Discussion and Analysis of
Financial Condition and Results of
Operations; Valuation of Assets; Management
and Investment Advisory Arrangements;
Federal Income Taxes; State Regulation;
Legal Matters; Experts; Legal Proceedings;
Financial Statements
12. Disclosure of Commission (Not Applicable)
Position on Indemnification
for Securities Act Liabilities
-i-
<PAGE>
The sole purpose of this Post-Effective Amendment No. 3 to the
Registration Statement for the Individual, Group and Tax-Deferred Annuity
Contracts issued through the TIAA Real Estate Account is to reflect the fact
that the full financial statements of TIAA are not incorporated by reference
into the prospectus which is a part of the Registration Statement. All
information included in Post-Effective Amendment No. 2 to this Registration
Statement, including the exhibits filed therewith, except insofar as it relates
to the incorporation by reference of the TIAA financial statements, is
incorporated herein by reference.
-ii-
<PAGE>
Further information may be obtained from TIAA at Teachers Insurance
and Annuity Association of America, 730 Third Avenue, New York, New York
10017-3206.
FINANCIAL STATEMENTS
Audited financial statements of the Real Estate Account and certain
properties purchased by the Account and condensed unaudited financial statements
of TIAA follow. The full audited financial statements of TIAA are available upon
request by calling 1 800 842-2733, extension 5509.
The financial statements of TIAA should be distinguished from the
financial statements of the Real Estate Account and should be considered only as
bearing on the ability of TIAA to meet its obligations under the contracts. They
should not be considered as bearing upon the assets held in the Real Estate
Account.
- 63 -
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
Following are the full audited financial statements of TIAA.
II - 3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, TIAA Real Estate Account, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York, on the 1st day of May 1996.
TIAA REAL ESTATE ACCOUNT
By: TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ Peter C. Clapman
-----------------------------------------------
Peter C. Clapman
Senior Vice President and
Chief Counsel, Investments
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, trustees and
officers of Teachers Insurance and Annuity Association of America, in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ John H. Biggs
- ---------------------- Chairman of the Board and Chief Executive 5-1-96
John H. Biggs Officer (Principal Executive Officer)
/s/ Thomas W. Jones
- ----------------------
Thomas W. Jones Vice Chairman, President and Chief 5-1-96
Operating Officer (Principal Financial
Officer) and Trustee
/s/ Richard L. Gibbs
- ----------------------
Richard L. Gibbs Executive Vice President 5-1-96
(Principal Accounting Officer)
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<PAGE>
Signature of Trustee Date Signature of Trustee Date
- -------------------- ---- -------------------- ----
/s/ Martin L. Leibowitz 5-1-96 /s/ Frederick R. Ford 5-1-96
- ----------------------------- --------------------------
Martin L. Leibowitz Frederick R. Ford
/s/ David Alexander 5-1-96
- ----------------------------- --------------------------
David Alexander Ruth Simms Hamilton
/s/ Marcus Alexis 5-1-96 /s/ Dorothy Ann Kelly 5-1-96
- ----------------------------- --------------------------
Marcus Alexis Dorothy Ann Kelly, O.S.U.
/s/ A. Howard Amon, Jr. 5-1-96 /s/ Ronald L. Thompson 5-1-96
- ----------------------------- --------------------------
A. Howard Amon, Jr. Ronald L. Thompson
/s/ Jenne K. Britell 5-1-96 /s/ Robert M. O'Neil 5-1-96
- ----------------------------- --------------------------
Jenne K. Britell Robert M. O'Neil
/s/ Willard T. Carleton 5-1-96 /s/ Leonard S. Simon 5-1-96
- ----------------------------- --------------------------
Willard T. Carleton Leonard S. Simon
/s/ Robert C. Clark 5-1-96 /s/ Paul R. Tregurtha 5-1-96
- ----------------------------- --------------------------
Robert C. Clark Paul R. Tregurtha
/s/ Flora Mancuso Edwards 5-1-96 /s/ Charles J. Urstadt 5-1-96
- ----------------------------- --------------------------
Flora Mancuso Edwards Charles J. Urstadt
/s/ William H. Waltrip 5-1-96
- ----------------------------- --------------------------
Estelle A. Fishbein William H. Waltrip
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