<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 5, 1996
REGISTRATION NO. 33-65365
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
BRE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 6798 94-1722214
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification No.)
incorporation or
organization)
</TABLE>
ONE MONTGOMERY STREET
SUITE 2500, TELESIS TOWER
SAN FRANCISCO CALIFORNIA 94104-5525
(415) 445-6530
(Address, including zip code, and telephone
number, including area code, of registrant's principal executive offices)
--------------------------
HOWARD E. MASON, JR.
BRE PROPERTIES, INC.
ONE MONTGOMERY STREET
SUITE 2500, TELESIS TOWER
SAN FRANCISCO, CALIFORNIA 94104-5525
(415) 445-6530
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C> <C>
Morgan P. Guenther, Esq. Laura K. McAvoy, Esq. Richard E. Troop, Esq.
Bruce Maximov, Esq. Nordman, Cormany, Hair & David H. Sands, Esq.
Farella Braun & Martel Compton Troop Meisinger Steuber &
235 Montgomery Street, 30th 1000 Town Center Drive, 6th Pasich, LLP
Fl. Fl. 10940 Wilshire Blvd.
San Francisco, CA 94104-2902 Oxnard, CA 93031-9100 Los Angeles, CA 90024-3902
(415) 954-4400 (805) 485-1000 (310) 824-7000
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE PRICE PER SHARE OFFERING PRICE AMOUNT OF
SECURITIES BEING REGISTERED REGISTERED (1) (2) (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Class A Common Stock, par value
$0.01 per share.................. 5,342,218 $18.56 $173,950,111 $59,982.80
</TABLE>
(1) Represents the number of shares of Registrant's Common Stock issuable to
shareholders of Real Estate Investment Trust of California ("RCT") upon the
consummation of the merger of RCT into Registrant ("BRE") assuming an
exchange ratio of 0.57 of a share of Registrant's Common Stock for each
share of beneficial interest of RCT. This Registration Statement also
applies to Rights under Registrant's Rights Agreement which will be attached
to and tradeable only with the shares of Common Stock registered hereby; no
registration fees are required for such Rights.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Section 6(b) of the Securities Act of
1933, as amended, and Rule 457(f)(1) thereunder on the basis of $18.56 per
share, the average of the high and low prices of the RCT shares reported in
the consolidated reporting system for the New York Stock Exchange on
December 20, 1995 and the maximum of 9,372,312 such RCT shares that may be
exchanged for the securities being registered.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PART II
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on the 5th day of January, 1996.
BRE PROPERTIES, INC.
By /s/ FRANK C. MCDOWELL
-----------------------------------
Frank C. McDowell
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities indicated on the 5th day of January, 1996.
SIGNATURE TITLE
- ----------------------------------- -----------------------------------
/s/ ARTHUR G. VON THADEN*
- ----------------------------------- Director, Chairman of the Board
Arthur G. von Thaden
/s/ FRANK C. MCDOWELL President, Chief Executive Officer
- ----------------------------------- and Director (Principal Executive
Frank C. McDowell Officer)
/s/ HOWARD E. MASON, JR.* Senior Vice President, Finance
- ----------------------------------- (Principal Financial Officer and
Howard E. Mason, Jr. Principal Accounting Officer)
/s/ C. PRESTON BUTCHER*
- ----------------------------------- Director
C. Preston Butcher
/s/ L. MICHAEL FOLEY*
- ----------------------------------- Director
L. Michael Foley
/s/ JOHN MCMAHAN*
- ----------------------------------- Director
John McMahan
/s/ MALCOLM R. RILEY*
- ----------------------------------- Director
Malcolm R. Riley
*By /s/ FRANK C. MCDOWELL
- -----------------------------------
Frank C. McDowell,
ATTORNEY-IN-FACT
II-1
