SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PRENTISS PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 75-2661588
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(State of incorporation or organization) (IRS employer
identification no.)
3890 West Northwest Highway
Suite 400 75220
Dallas, Texas -----
------------- (Zip Code)
(Address of principal executive offices)
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
of the Exchange Act and is effective pursuant 12(g) of the Exchange Act and is
to General Instruction A.(c), please check the effective pursuant to General Instruction
following box.[X] A.(d), please check the following box.[_]
Securities Act registration statement file number to which this form relates: None
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
---
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
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On February 6, 1998, the Board of Trustees (the "Board") of Prentiss
Properties Trust, a real estate investment trust organized under the laws of the
State of Maryland (the "Company"), approved a Rights Agreement, dated as of and
effective on February 6, 1998, between the Company and Equiserve Trust Company,
N.A. (f/k/a First Chicago Trust Company of New York), as Rights Agent (the
"Rights Agreement"). In accordance with the Rights Agreement, the Board also
authorized a dividend distribution of one Right for each outstanding common
share of beneficial interest, par value $0.01 per share (the "Common Shares"),
of the Company to shareholders of record at the close of business on February
17, 1998 (the "Record Date").
Effective as of January 22, 2002, the Company amended and restated the
Rights Agreement in its entirety (the "Amended and Restated Rights Agreement")
to, among other things, (i) eliminate the "Continuing Trustee" concept
throughout the Amended and Restated Rights Agreement, (ii) reflect the name
change of the rights agent under the Amended and Restated Rights Agreement from
First Chicago Trust Company of New York to Equiserve Trust Company, N.A., (iii)
allow the Board to delay the date upon which separate certificates evidencing
the Rights would be issued in the context of a tender or exchange offer, (iv)
provide that the ability of the Board to redeem the Rights will end promptly
upon a person or entity becoming an Acquiring Person (as defined therein) and
(v) add a provision forbidding an amendment of the Amended and Restated Rights
Agreement at any time during which the Rights are not redeemable by the Company.
Effective as of June 26, 2002, the Company and the Rights Agent entered
into the First Amendment to the Amended and Restated Rights Agreement ("First
Amendment"). The First Amendment adds a provision to the definition of
"Acquiring Person" to provide that Cohen & Steers Capital Management Inc.,
including its Affiliates and Associates, will not be considered an Acquiring
Person provided that it owned up to but not including 15% of the Company's
outstanding Common Shares or up to but not including 15% of the Company's
outstanding Rights.
The Amended and Restated Rights Agreement (which includes as Exhibit A the
Form of Rights Certificate) and the First Amendment thereto and the Articles
Supplementary designating the Series B Preferred Shares (as defined herein) are
exhibits to this Form 8-A/A and are incorporated herein by reference. The
description in this Form 8-A/A of the Rights and the Series B Preferred Shares
is qualified in its entirety by reference to the Amended and Restated Rights
Agreement as amended by the First Amendment and its exhibits and the Articles
Supplementary.
Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of
1934, as amended, the following sets forth the complete text of "Item 1.
Description of the Registrant's Securities to be Registered" of the Company's
Form 8-A as filed with the Securities and Exchange Commission on February 17,
1998, as amended by the Form 8-A/A filed with the Securities and Exchange
Commission on March 10, 1998, and as amended by this Form 8-A/A.
Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of the Company's Junior Participating Cumulative
Preferred Shares of Beneficial Interest, Series B ("Series B Preferred Shares").
Each one one-thousandth of a Series
B Preferred Share is structured to be the equivalent of one Common Share of the
Company. The exercise price of each Right is $85.00, subject to adjustment in
certain circumstances (the "Purchase Price"). The description and terms of the
Rights are set forth in the Amended and Restated Rights Agreement, as amended.
The Rights currently trade with the Common Shares and are evidenced by the
certificates representing the Common Shares. No separate certificates evidencing
the Rights (the "Rights Certificates") will be distributed until the
Distribution Date (as defined herein). A distribution of the Rights Certificates
will occur (the "Distribution Date") upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (each, an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 10% or more of the outstanding Common
Shares or 10% or more of the Rights then outstanding (or, in the case of
Security Capital Preferred Growth Incorporated ("SCPG") and its affiliates 11%,
or, in the case of Cohen and Steers Capital Management, Inc. ("Cohen and
Steers") and its affiliates, 15% or more of the outstanding Common Shares or
outstanding Rights) (the "Share Acquisition Date"), or (ii) 10 business days (or
such later date as may be determined by action of the Board prior to such time
as any person becomes an Acquiring Person) following the commencement of a
tender offer or exchange offer that would result in a person or group
beneficially becoming an Acquiring Person. Until the Distribution Date, (i) the
Rights will be evidenced by the certificates representing the Common Shares and
will be transferred with and only with such certificates, (ii) any certificates
representing the Common Shares issued after the Record Date will contain a
notation incorporating the Amended and Restated Rights Agreement by reference
and (iii) the surrender for transfer of any certificates representing Common
Shares outstanding will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificates. The Rights will attach
to any additional Common Shares issued prior to the Distribution Date, unless
otherwise determined by the Board at the time of such issuance.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on February 17, 2008, unless earlier redeemed or
exchanged by the Company as described below. As soon as practicable after the
Distribution Date, the Rights Certificates will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date, and
thereafter such separate Rights Certificates alone will represent the Rights.
The Rights provide that if any person becomes an Acquiring Person, proper
provision will be made so that each holder of a Right (except as set forth
below) will thereafter have the right to receive, upon exercise and payment of
the Purchase Price, Series B Preferred Shares, or, at the option of the Company,
Common Shares, having a value equal to twice the amount of the Purchase Price.
In the event that, at any time following the Share Acquisition Date, (i)
the Company is acquired in a merger, statutory share exchange, or other business
combination in which the Company is not the surviving person, or (ii) 50% or
more of the Company's assets or earnings power is sold or transferred, each
holder of a Right (except as set forth below) shall thereafter have the right to
receive, upon exercise and payment of the Purchase Price, Common Shares of the
acquiring company having a value equal to twice the Purchase Price. The events
set forth in
2
this paragraph and in the immediately preceding paragraph are referred to as the
"Triggering Events."
Upon the occurrence of a Triggering Event that entitles the Rights holders
to purchase securities or assets of the Company, any Rights that are or were
owned by the Acquiring Person, or any affiliate or associate of such Acquiring
Person, on or after such Acquiring Person's Share Acquisition Date shall be null
and void and shall not thereafter be exercised by any person (including
subsequent transferees). Upon the occurrence of a Triggering Event that entitles
the Rights holders to purchase the Common Shares of a third party, or upon the
authorization of an Exchange (as defined below), any Rights that are or were
owned by any Acquiring Person or any affiliate or associate of any Acquiring
Person on or after such Acquiring Person's Share Acquisition Date shall be null
and void and shall not thereafter be exercised by any person (including any
subsequent transferees).
The Purchase Price payable and the number of Series B Preferred Shares,
Common Shares or other securities or property issuable upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution.
At any time after any person becomes an Acquiring Person, the Company may
exchange all or part of the Rights (except as set forth below) for Common Shares
(an "Exchange") at an exchange ratio of one Common Share per Right, as
appropriately adjusted to reflect any share split or similar transaction.
At any time prior to any person or group becoming an Acquiring Person, the
Company may, at its option, redeem the Rights in whole, but not in part, at a
price of $0.001 per Right, subject to adjustment in certain circumstances (the
"Redemption Price"), which may be paid in cash or Common Shares. Immediately
upon the action of the Board ordering the redemption of the Rights, the Rights
will terminate and the only right of the holders of the Rights will be to
receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Series B Preferred Shares (or other consideration) of the
Company or for Common Shares of the acquiring company as set forth above.
Other than certain provisions relating to the principal economic terms of
the Rights, any of the provisions of the Amended and Restated Rights Agreement
may be amended by the Board prior to the Distribution Date. After the
Distribution Date, the provisions of the Amended and Restated Rights Agreement
may be amended by the Board in order to cure any ambiguity, to make certain
other changes that do not adversely affect the interests of holders of the
Rights (excluding the interests of any Acquiring Person), or to shorten or
lengthen any time period under the Amended and Restated Rights Agreement;
provided, however, that no amendment to adjust the time period governing
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redemption may be made at any time during which the Rights are not redeemable.
3
At the same time that it approved the Rights Agreement, the Board
designated 1,000,000 shares of the Company's Preferred Shares of Beneficial
Interest, par value $0.01 per share, as the "Junior Participating Cumulative
Redeemable Preferred Shares of Beneficial Interest, Series B." The Company will
not issue any Series B Preferred Shares except upon the exercise of the Rights.
The Series B Preferred Shares are junior to securities ranking senior to the
Series B Preferred Shares in respect of rights to receive dividends and to
participate in distributions or payments in the event of any liquidation,
dissolution or winding up of the Company, and are senior to the Common Shares
and any other shares of beneficial interest of the Company ranking, as to
dividends and upon liquidation, junior to the Series B Preferred Shares.
Holders of the Series B Preferred Shares are entitled to receive cumulative
preferential cash dividends payable quarterly in an amount per share equal to
the greater of (i) $0.01 and (ii) 1,000 times the aggregate per share amount of
all cash dividends, and 1,000 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions (other than dividends
payable in Common Shares), declared on the Common Shares since the immediately
preceding quarterly dividend payment date, or, with respect to the first
quarterly dividend payment date, since the first issuance of any share or
fraction of a Series B Preferred Share.
In the event of any liquidation, dissolution or winding up of the Company,
the holders of Series B Preferred Shares are entitled to be paid out of the
assets of the Company legally available for distribution to its shareholders a
liquidation preference of $1,000.00 per share, plus any accrued and unpaid
dividends thereon to the date of payment (the "Series B Preferred Liquidation
Preference"). After the payment to the holders of the Series B Preferred Shares
of the full Series B Preferred Liquidation Preference, the holders of the Series
B Preferred Shares as such shall have no right or claim to any of the remaining
assets of the corporation until the holders of Common Shares shall have received
an amount per share (the "Common Adjustment") equal to the quotient obtained by
dividing (i) the Series B Preferred Liquidation Preference by (ii) 1,000. In the
event that there are not sufficient assets available after payment in full of
the Series B Preferred Liquidation Preference to permit payment in full of the
Common Adjustment, then the remaining assets shall be distributed ratably to the
holders of the Common Shares. All of the above liquidation preferences are
subject to the rights of the holders of any securities ranking on parity with or
senior to the Series B Preferred Shares with respect to liquidation preferences.
All, but not part, of the outstanding Series B Preferred Shares may be
redeemed at the option of the Board at any time, or from time to time, at a
price per share (the "Series B Preferred Redemption Price") equal to (i) 1,000
times the Average Market Value of the Common Shares, plus (ii) all accrued and
unpaid dividends to and including the date fixed for redemption. The "Average
Market Value" is the average of the closing sale prices of a Common Share during
the 30-day period immediately preceding the date before the redemption date
quoted on the Composite Tape for New York Stock Exchange Listed Stocks, or, if
the Common Shares are not quoted on the Composite Tape, on The New York Stock
Exchange, or, if the Common Shares are not listed on such exchange, on the
principal United States registered securities exchange on which the Common
Shares are listed, or, if the Common Shares are not listed on any such exchange,
the average of the closing bid quotations with respect to a Common Share during
such 30-day period on The Nasdaq Stock Market, or if no such quotations are
available, the fair market value of a Common Share as determined by the Board in
good faith.
4
Each Series B Preferred Share shall entitle the holder thereof to 1,000
votes on all matters submitted to a vote of the shareholders of the Company. The
holders of Series B Preferred Shares and the holders of Common Shares shall vote
together as one voting group on all such matters. Whenever dividends on any
Series B Preferred Shares shall be in arrears for six or more consecutive
quarterly periods, the holders of such shares (voting separately as a class with
all other series of preferred shares having like voting rights) will be entitled
to vote for the election of two additional directors of the Company until all
dividends accumulated on the Series B Preferred Shares for the past dividend
periods and the then current dividend period shall have been fully paid. In such
case, the entire Board will be increased by two directors.
The dividend rate on the Series B Preferred Shares, the Series B Preferred
Liquidation Preference, the Common Adjustment, the Series B Preferred Redemption
Price and the number of votes per Series B Preferred Share are all subject to
adjustment upon the declaration of any dividend payable in Common Shares, the
subdivision of the outstanding Common Shares or the combination of the
outstanding Common Shares into a smaller number of shares.
5
Item 2. Exhibits.
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The following exhibits are filed as a part hereof:
Exhibit Description
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1. Amended and Restated Rights Agreement, dated as of January 22,
2002, between the Company and Equiserve Trust Company, N.A., as
Rights Agent (filed as Exhibit 1 to the Company's Registration
Statement on Form 8-A/A, filed on February 6, 2002, File No.
001-14516, and incorporated by reference herein).
2. First Amendment to the Amended and Restated Rights Agreement,
dated as of June 26, 2002.
3. Form of Rights Certificate (included as Exhibit A to the Amended
and Restated Rights Agreement which was filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A/A, filed on February
6, 2002, File No. 001-14516, and incorporated by reference
herein).
3. Articles Supplementary, dated February 17, 1998, Classifying and
Designating a Series of Preferred Shares of Beneficial Interest
as Junior Participating Cumulative Convertible Redeemable
Preferred Shares of Beneficial Interest, Series B, and Fixing
Distribution and Other Preferences and Rights of Such Shares
(filed as Exhibit 3 to the Company's Registration Statement on
Form 8-A, filed on February 17, 1998, File No. 000-23813, and
incorporated by reference herein).
6
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment No. 3 to the registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
PRENTISS PROPERTIES TRUST
By: /s/ Gregory S. Imhoff
--------------------------------
Gregory S. Imhoff
Senior Vice President and Secretary
Dated: June 27, 2002
7
EXHIBIT INDEX
Exhibit No. Description
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1.
Amended and Restated Rights Agreement, dated as of January 22,
2002, between the Company and Equiserve Trust Company, N.A., as
Rights Agent (filed as Exhibit 1 to the Company's Registration
Statement on Form 8-A/A, filed on February 6, 2002, File No.
001-14516, and incorporated by reference herein).
2.
First Amendment to the Amended and Restated Rights Agreement,
dated as of June 26, 2002.
3. Form of Rights Certificate (included as Exhibit A to the Amended
and Restated Rights Agreement which was filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A/A, filed on February
6, 2002, File No. 001-14516, and incorporated by reference
herein).
4. Articles Supplementary, dated February 17, 1998, Classifying and
Designating a Series of Preferred Shares of Beneficial Interest
as Junior Participating Cumulative Convertible Redeemable
Preferred Shares of Beneficial Interest, Series B, and Fixing
Distribution and Other Preferences and Rights of Such Shares
(filed as Exhibit 3 to the Company's Registration Statement on
Form 8-A, filed on February 17, 1998, File No. 000-23813, and
incorporated by reference herein).