-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tcH+dVxNRUBohkzz2UCn8j76FQVgitwrSs+3StWUMUehTxfqUVfg0CHSf8wWXErX YMJiFaeiXI5OXEmCNd7BSA== 0000950116-95-000223.txt : 19950602 0000950116-95-000223.hdr.sgml : 19950602 ACCESSION NUMBER: 0000950116-95-000223 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950601 EFFECTIVENESS DATE: 19950620 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENNSYLVANIA REAL ESTATE INVESTMENT TRUST CENTRAL INDEX KEY: 0000077281 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 236216339 STATE OF INCORPORATION: PA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59767 FILM NUMBER: 95544138 BUSINESS ADDRESS: STREET 1: 455 PENNSYLVANIA AVE STREET 2: STE 135 CITY: FORT WASHINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: 2155429250 MAIL ADDRESS: STREET 1: 455 PENNSYLVANIA AVE STREET 2: STE 135 CITY: FORT WASHINGTON STATE: PA ZIP: 19034 S-8 1 FORM S-8 1 ================================================================================ As filed with the Securities and Exchange Commission on June 1, 1995 Registration No. 33-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PENNSYLVANIA REAL ESTATE INVESTMENT TRUST (Exact name of registrant as specified in its charter) PENNSYLVANIA (State or other jurisdiction of incorporation or organization) 23-6216339 (I.R.S. Employer Identification Number) 455 Pennsylvania Avenue, Suite 135 Fort Washington, Pennsylvania 19034 (Address of principal executive offices) PENNSYLVANIA REAL ESTATE INVESTMENT TRUST OPTION PLAN FOR NON-EMPLOYEE TRUSTEES (Full Title of the Plan) Sylvan M. Cohen, Chairman, Chief Executive Officer and Trustee 455 Pennsylvania Avenue, Suite 135 Fort Washington, Pennsylvania 19034 (Name and address of agent for service) (215) 542-9250 (Telephone number, including area code, of agent for service) ------------------------- CALCULATION OF REGISTRATION FEE
========================================================================================================================= Title of each class Amount to be Proposed maximum Proposed Amount of of securities to be registered offering price per maximum registration registered share aggregate offering fee price - ------------------------------------------------------------------------------------------------------------------------- Incentive Stock Options; (1) (2) (2) $ 0 each option to purchase not less than one share of Beneficial Interest - ------------------------------------------------------------------------------------------------------------------------- Shares of Beneficial 100,000 (2) $(2) $773.19 Interest, par value $1.00 =========================================================================================================================
(1) There are outstanding options to purchase 35,250 (options to purchase 750 shares have been exercised by an optionee, who presently holds the shares) shares of Beneficial Interest. The amount being registered represents the maximum number of shares of Beneficial Interest issuable upon exercise of options granted or to be granted under the Registrant's Option Plan for Non-Employee Trustees. (2) Computed pursuant to Rule 457(h)(1) promulgated under the Securities Act of 1933. Solely for the purpose of determining the Registration Fee, (i) a price equal to $22.0625, the average of the high and low prices of the Registrant's Shares of Beneficial Interest on May 25, 1995 ("Market Price"), as reported on the American Stock Exchange, was assigned to (a) 24,000 shares issuable upon exercise of outstanding options granted which have an exercise price less than the Market Price and (b) 64,000 shares issuable upon exercise of options available for grant under the Plan, (ii) a price equal to $25.375, the per share exercise price of outstanding options granted to purchase 6,000 shares issuable upon exercise of options granted was assigned to such shares, which price is higher than the Market Price and (iii) a price equal to $24.75, the per share exercise price of outstanding options granted to purchase 6,000 shares issuable upon exercise of options granted was assigned to such shares, which price is higher than the Market Price. ================================================================================ 2 PENNSYLVANIA REAL ESTATE INVESTMENT TRUST OPTION PLAN FOR NON-EMPLOYEE TRUSTEES --------------------------- PART I Item 1. PLAN INFORMATION An aggregate of One Hundred Thousand (100,000) shares of beneficial interest of the Registrant ("Shares"), par value $1.00 per share, are authorized and reserved for issuance upon the exercise of options that may be granted under the 1990 Stock Option Plan for Non-Employee Trustees (the "Plan") attached hereto as Exhibit 4 and made a part hereof. Options to purchase 1,000 Shares (or an adjustment of this number if required under the Plan, as is explained below) are granted automatically once a year (see Section 7(i) of the Plan) to each trustee who is not an employee of the Registrant or of any affiliate of the Registrant. Thirty-six thousand (36,000) options have been granted under the Plan. The period during which option grants are made will terminate on the day following the 1997 Annual Meeting of Shareholders, unless the Plan is extended or terminated at an earlier date by the Shareholders of the Registrant. The purpose of the Plan is to increase the ownership interest in the Registrant of non-employee trustees and to provide them with an incentive to continue to serve as trustees. The Plan is administered by a Committee consisting of trustees not eligible to participate in the Plan. The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. The Committee has no discretion with respect to the eligibility or selection of trustees to receive options under the Plan or with respect to the purchase price or number of Shares subject to options under the Plan. The purchase price of the Shares upon exercise of an option is the "fair market" value of Shares of Registrant on the date of grant, which is defined in Section 7 of the Plan, inter alia, as the closing price of Shares on a national securities exchange on such date. Each option becomes exercisable and matures in four equal installments, commencing on the first anniversary of the date of grant and annually thereafter. Options may be exercised only upon payment to the Registrant in full, in cash or by check, of the purchase price of the Shares to be delivered. Each option granted under the Plan expires ten years from the date of grant. Options granted under the Plan are subject to earlier termination upon termination of service on the Board of the Registrant, permanent disability or death, all as more particularly set forth in Section 7 of the Plan, incorporated herein by reference. Each option and all attendant rights are neither assignable nor transferable, except by will or the laws of descent and distribution. There are no restrictions other than those imposed by the Securities Act of 1933 on resale of Shares purchased through the exercise of options granted pursuant to the Plan. The Plan provides for adjustments to compensate for certain changes in the Shares of the Registrant, as is set forth in Section 8 of the Plan. The Plan is not subject to any provisions of the Employment Income Security Act of 1974 ("ERISA"). Additional information about the Plan may be obtained from the Registrant at the address and telephone number provided on the first page of this Registration Statement. 2 3 Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION The documents incorporated by reference in Item 3 of Part II of this Registration Statement are available without charge, upon written or oral request to the address and telephone number provided on the first page of this Registration Statement. PART II Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The documents listed in (a) through (c) below are hereby incorporated by reference in this Registration Statement on Form S-8; and all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference in this Registration Statement on Form S-8, and shall be a part hereof from the date of the filing of such documents. (a) The Registrant's annual report on Form 10-K for the fiscal year ended August 31, 1994. (b) All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act since August 31, 1994. (c) The description of the Registrant's Certificates of Beneficial Interest (the "Shares") contained in Registration Statements filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. Item 4. DESCRIPTION OF SECURITIES Each Share has equal dividend and liquidation rights. The limited voting rights of the Shareholders are as follows: each Share has one non-cumulative vote operative only on questions of (1) increasing the liability of Shareholders, which requires the consent of the holders of two-thirds of the outstanding Shares, and (2) electing successors or additions to the present Trustees. The Shares are fully paid and not subject to further calls or assessment by the Trust. The Trust Agreement provides that Shareholders will not be liable for assessment by the Trust and that the Trustees will have no general power to bind them personally. The Shares are not convertible or subject to redemption, and Shareholders have no pre-emptive or other rights to subscribe to additional Shares. The Shares are transferable on the books of the Trust upon surrender endorsed in the same manner as corporate stock. The transfer agent for the Shares is The American Stock Transfer & Trust Company, New York, NY. The Shares are listed on the American Stock Exchange. 3 4 The Trust may be terminated and the rights of the Shareholders may be modified by an amendment to the Trust Agreement approved by a vote of two-thirds (but not less than four) of the Trustees. However, no amendment is effective to increase the liability of Shareholders without the consent of the holders of two-thirds of the outstanding Shares, and in no event can there be an amendment requiring additional contributions from or assessments against the Shareholders. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The legality of the securities being offered hereby is being passed upon by Cohen, Shapiro, Polisher, Shiekman and Cohen, 12 South 12th Street, PSFS Building, Philadelphia, PA 19107-3981, counsel to the Registrant. Sylvan M. Cohen, Esquire, Chairman, Chief Executive Officer and a Trustee of the Registrant, and Robert Freedman, a Trustee of the Registrant, are partners of Cohen, Shapiro, Polisher, Shiekman and Cohen, and Messrs. Cohen, Freedman and other attorneys of such firm own, beneficially or otherwise, Shares of the Registrant. As of March 1, 1995, Mr. Cohen was the beneficial owner of approximately 7.65% of the outstanding Shares. In addition, Mr. Cohen holds options to purchase up to 91,250 Shares pursuant to the Registrant's Amended Incentive and Non Qualified Stock Option Plan for Non-Employee Trustees. Mr. Freedman holds options to purchase up to 6,000 shares pursuant to the Registrant's Option Plan for Non-Employee Trustees. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Trust Agreement A. Right to Indemnification of Trustees and Officers Every trustee and officer of the Registrant is entitled pursuant to the Trust Agreement to be indemnified by the Registrant against reasonable fees and expenses of counsel, and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the Registrant or otherwise, in which he or she may be involved, as a party or otherwise, by reason of such person's being or having been a trustee or officer of the Registrant or by reason of the fact that such person is or was serving in any capacity at the request of the Registrant as a trustee, director, officer, employee, agent, partner, fiduciary or other representative of another real estate investment trust, corporation, partnership, joint venture, trust, employee benefit plan or other entity. Covered liabilities include amounts of expenses, liability, loss, judgments, excise taxes, fines and penalties and amounts paid in settlement. However, there is no such right of indemnification with respect to an action brought by a trustee or officer against the Registrant (other than a suit for indemnification). This indemnification includes the right to have expenses, incurred in connection with an action, paid by the Registrant prior to final 4 5 disposition of such action, subject to such conditions as may be prescribed by law. The payment to a trustee or an officer of such expenses in advance of the final disposition of an action is contingent upon delivery to the Registrant of an undertaking by or on behalf of such person, to repay all the amounts advanced, without interest, if it is ultimately determined that such person is not entitled to be indemnified under the Trust Agreement or otherwise. A person who is not a trustee or officer of the Registrant may be similarly indemnified in respect of service to the Registrant or to another such entity at the request of the Registrant, to the extent the Board of Trustees determines that he or she is entitled to indemnification under the Trust Agreement. The Trust Agreement does not provide for indemnification where the underlying conduct of an officer or director constituted willful misconduct or recklessness. B. Right of Claimant to Bring Suit If a claim under the indemnification provisions of the Trust Agreement is not paid in full by the Registrant within 60 days after a written claim has been received by the Registrant, the claimant may bring suit against the Registrant to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant is also entitled to be paid the expense of prosecuting such a claim. If the conduct of the claimant was such that under law the Registrant would be prohibited from indemnifying the claimant for the amount claimed, this will constitute a defense, which the Registrant will have the burden of proving. C. Insurance and Funding for Payment of Expenses The Registrant may purchase and maintain insurance, at its expense, to protect itself and any person eligible to be indemnified hereunder against any liability or expense incurred in connection with any action, whether or not the Registrant would have the power to provide indemnification of such liability or expense by law or under the provisions of the Trust Agreement. The Registrant may create a trust fund, grant a security interest, cause a letter of credit to be issued or use other means to insure the payment of indemnification. D. Non-Exclusivity of Rights The limitation of the trustees' liability and the right to indemnification and to the advancement of expenses provided in the Trust Agreement are not exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Trust Agreement, by-laws, other agreement, vote of shareholders or trustees or otherwise. 5 6 E. Extent of Rights The provisions in the Trust Agreement relating to the limitation of trustees' liability, and relating to indemnification and to the advancement of expenses create contractual rights in favor of each of the trustees, officers and other persons entitled to indemnification, which may be modified as to any trustee, officer or other person only with his or her written consent. These contractual rights survive when such a person ceases to have the status pursuant to which he or she was entitled or denominated as entitled to indemnification under the Trust Agreement and enure to the benefit of his or her heirs and legal representatives. These contractual rights apply to actions, suits or proceedings commenced after the adoption of the Trust Agreement, whether arising from acts or omissions occurring before or after the adoption of the Trust Agreement. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. N/A Item 8. EXHIBITS 4. Pennsylvania Real Estate Investment Trust Option Plan for Non-Employee Trustees. 5. Opinion of Cohen, Shapiro, Polisher, Shiekman and Cohen as to the legality of the securities being offered hereunder. 23.1 The consent of Cohen, Shapiro, Polisher, Shiekman and Cohen is included in their opinion filed hereto as Exhibit 5 to the Registration Statement. 23.2 Consent of Arthur Andersen LLP, independent public accountants. Item 9. UNDERTAKINGS The undersigned Registrant hereby undertakes: (a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement, 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. 6 7 (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. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement 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. (e) To deliver or cause to be delivered with the prospectus to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the Prospectus, to deliver or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (h) Indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise; however, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 7 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Fort Washington, Commonwealth of Pennsylvania, on this 25th day of May, 1995. PENNSYLVANIA REAL ESTATE INVESTMENT TRUST By: /s/ Sylvan M. Cohen ------------------------------------ Sylvan M. Cohen Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Name Capacity Date ---- --------- ---- /s/ Sylvan M. Cohen Chairman of the Board, May 25, 1995 - --------------------------- Chief Executive Officer, Sylvan M. Cohen and Trustee (Principal Executive Officer) /s/ William R. Dimeling Trustee May 25, 1995 - --------------------------- William R. Dimeling /s/ Jack Farber Trustee May 25, 1995 - --------------------------- Jack Farber /s/ Robert Freedman Trustee May 25, 1995 - --------------------------- Robert Freedman /s/ Lee H. Javitch Trustee May 25, 1995 - --------------------------- Lee H. Javitch
(SIGNATURES CONTINUED ON NEXT PAGE) 8 9
/s/ Samuel J. Korman Trustee May 25, 1995 - --------------------------- Samuel J. Korman /s/ Jeffrey A. Linn Senior Vice President - May 25, 1995 - --------------------------- Acquisitions and Secretary Jeffrey A. Linn /s/ Dante J. Massimini Senior Vice President - May 25, 1995 - --------------------------- Finance and Treasurer Dante J. Massimini (Principal Financial and Accounting Officer) /s/ Jeffrey P. Orleans Trustee May 25, 1995 - --------------------------- Jeffrey P. Orleans /s/ Robert G. Rogers Executive Vice President May 25, 1995 - --------------------------- and Trustee Robert G. Rogers /s/ Jonathan B. Weller President, Chief Operating May 25, 1995 - --------------------------- Officer and Trustee Jonathan B. Weller
9 10 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 PENNSYLVANIA REAL ESTATE INVESTMENT TRUST OPTION PLAN FOR NON-EMPLOYEE TRUSTEES EXHIBITS -------- 10 11 EXHIBIT INDEX
Exhibit No. Name of Exhibit Page No. - ----------- ---------------- -------- 4. Pennsylvania Real Estate Investment Trust 4-1 Option Plan for Non-Employee Trustees. 5. Opinion of Cohen, Shapiro, Polisher, Shiekman and Cohen 5-1 as to the legality of the securities being offered hereunder. 23.1 The consent of Cohen, Shapiro, Polisher, Shiekman and N/A Cohen is included in their opinion filed hereto as Exhibit 5 to the Registration Statement. 23.2 Consent of Arthur Andersen LLP, independent public 23.2-1 accountants.
11 EX-4 2 EXHIBIT 4 12 EXHIBIT 4 PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 1990 STOCK OPTION PLAN FOR NON-EMPLOYEE TRUSTEES 1. Purpose. The purpose of this 1990 Stock Option Plan for Non-Employee Trustees (the "Plan") of the Pennsylvania Real Estate Investment Trust (the "Trust") is to increase the ownership interest in the Trust of Non-Employee Trustees whose services are considered essential to the Trust's continued progress and to provide a further incentive to serve as a Trustee of the Trust. 2. The Plan. The Plan shall consist of options to acquire Shares of Beneficial interest, par value $1.00 per share, of the Trust (the "Shares"). 3. Administration. The Plan shall be administered by a Committee consisting of Trustees who are not eligible to participate in the Plan (the "Committee"). Subject to the provisions of the Plan, the Committee shall be authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan; providing, however, that the Committee shall have no discretion with respect to the eligibility or selection of Trustees to receive options under the Plan, the number of Shares subject to any such options or the Plan, for the purchase price thereunder, and provided further that the Committee shall not have the authority to take any action to make any determination that would materially increase the benefits accruing to participants under the Plan. The determination of the Committee in the administration of the Plan, as described herein, shall be final and conclusive and binding upon all persons including, without limitation, the Trust, its shareholders and persons granted options under the Plan. The Secretary of the Trust shall be authorized to implement the Plan in accordance with its terms and to take such actions of a ministerial nature as shall be necessary to effectuate the intent and purposes thereof. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the Commonwealth of Pennsylvania. 4. Participation in the Plan. Trustees of the Trust who are not employees of the Trust or any affiliate of the Trust shall be eligible to participate in the Plan ("Eligible Trustees"). 5. Shares Subject to the Plan. Subject to adjustment as provided in Section 8, an aggregate of One Hundred Thousand (100,000) Shares shall be available for issuance upon the exercise of options granted under the Plan. The Shares deliverable upon the exercise of an option may be made available from unissued Shares not reserved for any other purpose or Shares reacquired by the Trust, including Shares purchased in the open market or in private transactions. If any option granted under the Plan shall expire or terminate for any reason without having been exercised in full, the Shares subject to, but not delivered under, such option may again become available for the grant of other options under the Plan. 4-1 13 6. Non-Statutory Stock Options. All options granted under the Plan shall be non-statutory options not intended to qualify under Section 422A of the Internal Revenue Code of 1986, as amended. 7. Terms, Conditions and Form of Options. Each option granted under this Plan shall be evidenced by a written agreement with the Trust, in such form as the Committee shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions: (i) Option Grant Dates. Options to purchase 1,000 Shares (as adjusted pursuant to Section 8) shall be granted automatically to each Eligible Trustee on the last trading day of stock on the American Stock Exchange or other national securities exchange upon which the shares are traded or if the shares are not listed on a national securities exchange and are traded over-the-counter the date of the last trade as reported by NASDAQ or if not reported by NASDAQ the last trade which was reported as being made in each January through 1997, except that the first grant shall be made on the first such trading day immediately following approval of the Plan by the shareholders at the 1990 Annual Meeting of Shareholders (the "1990 Grant"). (ii) Purchase Price. The purchase price of Shares upon exercise of an option shall be 100% of the fair market value of the Shares on the date of grant of an option; which shall be: (i) if the Shares are listed on a national securities exchange, the closing price of the Shares on such date; provided, however, if on such date the Shares were traded on more than one national securities exchange, then the closing price on the exchange on which the greatest volume of Shares were traded on such day; (ii) if the Shares are not listed on a national securities exchange and are traded over-the-counter, the last sale price of the Shares on such date as reported by NASDAQ or, if not reported by NASDAQ, the average of the closing bid and asked prices for the Shares on such date; and (iii) if the Shares are neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the Committee shall in good faith determine. If the Shares are listed on a national securities exchange or are traded over-the-counter but are not traded on the date of grant, then the price shall be determined by the Committee by applying the principles contained in Proposed Treasury Regulation section 1.422A-2(e) and Treasury Regulation section 20.2031-2 or successor provisions thereto. The fair market value of the Shares shall be determined by, and in accordance with, procedures to be established by the Committee, whose determination shall be final. (iii) Exercisability and Term of Options. Each option granted under the Plan will become exercisable and mature in four equal installments, commencing on the first anniversary of the date of grant and annually thereafter except that for the 1990 Grant the first installment shall mature and become exercisable on January 31, 1991, and each subsequent installment of such grant shall mature and become exercisable on the last day of each subsequent January. Each option granted under the Plan shall expire ten years from the date of the grant, and shall be subject to earlier termination as hereinafter provided. 4-2 14 (iv) Termination of Service. In the event of the termination of service on the Board by the holder of any option, other than by reason of total and permanent disability or death as set forth in Paragraph (v) hereof, the then outstanding options of such holder may be exercised only to the extent that they were exercisable on the date of such termination and shall expire three months after such termination, or on their stated expiration date, whichever occurs first. (v) Disability or Death. In the event of termination of service by reason of the total and permanent disability of the holder of any option, each of the then outstanding options of such holder will continue to mature and become exercisable in accordance with Paragraph (iii) above, and the holder may exercise the matured installments at any time within five years after such disability, but in no event after the expiration date of the term of the option. In the event of the death of the holder of any option, each of the then outstanding options of such holder will immediately mature in full and become exercisable by the holder's legal representative at any time within a period of five years after death, but in no event after the expiration date of the term of the option. However, if the holder dies within five years following termination of service on the Board by reason of total and permanent disability, such option shall only be exercisable for two years after the holder's death or five years after total and permanent disability, whichever is longer, or until the expiration date of the term of the option, if earlier. (vi) Payment. Options may be exercised only upon payment to the Trust in full of the purchase price of the Shares to be delivered. Such payment shall be made only in cash or check at the time of purchase. 8. Adjustment upon Changes in Shares. (i) In the event the Shares, as presently constituted, shall be changed into or exchanged for a different number or kind or shares of stock or other securities of the Trust or of another trust or corporation (whether by reason of merger, consolidation, recapitalization, reclassification, split, reverse split, combination of shares or otherwise), then there shall be substituted for or added to each Share theretofore appropriated or thereafter subject or which may become subject to an option under this Plan, the number and kind of Shares or other securities into which each outstanding Share shall be so changed, or for which each such Share shall be exchanged, or to which each such Share shall be entitled, as the case may be. Outstanding options shall also be appropriately amended as to price and other terms as may be necessary to reflect the foregoing events. In the event there shall be any other change in the number or kind of the outstanding Shares, or of any share or other securities into which such Shares shall have been changed, or for which it shall have been exchanged, then, if the Board shall, in its sole discretion, determine that such change equitably requires an adjustment in any option theretofore granted or which may be granted under the Plan, such adjustments shall be made in accordance with such determination. 4-3 15 (ii) Notwithstanding Section (i) above, the Board shall have the power, in the event of the disposition of all or substantially all of the assets of the Trust, or the dissolution of the Trust, or the merger or consolidation of the Trust with or into any other real estate investment trust, corporation, or the merger or consolidation of any other real estate investment trust or corporation into the Trust, or the making of a tender offer to purchase all or a substantial portion of the Shares of the Trust, to amend all outstanding options (upon such conditions as it shall deem appropriate) to (a) permit the exercise of all such options prior to the effectiveness of any such transaction and to terminate such options as of such effectiveness, or (b) require the forfeiture of all options, provided the Trust pays to the Grantee the excess of the fair market value of the Shares in which the Grantee's rights have not become vested at such date over the purchase price, as provided for in Section 7(ii) hereof, or (c) make such other provisions as the Board shall deem equitable. 9. Options Non-Assignable and Non-Transferable. Each option and all rights thereunder shall be non-assignable and non-transferable other than by will or the laws of descent and distribution and shall be exercisable during the holder's lifetime only by the holder or the holder's guardian or legal representative. 10. Limitations of Rights. (i) No Right to Continue as a Trustee. Neither the Plan nor the granting of an option nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Trustee has a right to continue as a Trustee for any period of time, or at any particular rate of compensation. (ii) No Shareholders' Rights for Optionee. An optionee shall have no rights as a shareholder with respect to the Shares covered by options granted hereunder until the date of the issuance of a stock certificate therefor, and no adjustment will be made for dividend distributions or other rights for which the record date is prior to the date such certificate is issued. 11. Effective Date and Duration of Plan. The Plan shall become effective immediately following approval by the shareholders at the 1990 Annual Meeting of shareholders. The period during which option grants shall be made under the Plan shall terminate on the day following the 1997 Annual Meeting of Shareholders (unless the Plan is extended or terminated at an earlier date by shareholders) but such termination shall not affect the terms of any then outstanding options. 12. Amendment, Suspension or Termination of the Plan. The Board of Trustees may suspend or terminate the Plan or revise or amend it in any respect whatsoever; provided, however, that without approval of the shareholders, no revision or amendment shall change the selection or eligibility of Trustees to receive options under the Plan, the number of Shares subject to any such options or the Plan, the purchase price thereunder, or materially increase the benefits accruing to participants under the Plan. 4-4 16 13. Notice. Any written notice to the Trust required by any of the provisions of this Plan shall be addressed to the Secretary of the Trust and shall become effective when it is received. 14. Use of Proceeds. Proceeds from the sale of Shares pursuant to options granted under the Plan shall constitute general funds of the Trust. 15. Fractional Shares. No fractional Shares shall be issued pursuant to options granted hereunder, but in lieu thereof, the cash value of such fractions shall be paid. 16. Expenses of the Plan. All of the expenses of administering the Plan shall be paid by the Trust. 17. Compliance with Applicable Law. Notwithstanding anything herein to the contrary, the Trust shall not be obligated to cause to be issued or delivered any certificates for Shares to be delivered pursuant to the exercise of an option unless and until the Trust is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations or governmental authority and the requirements of any exchange upon which Shares are traded. The Trust shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulations or requirement. The Committee may require, as a condition of the issuance and delivery of such certificates and in order to insure compliance with such laws, regulations and requirements, such representations as the Committee, in its sole discretion, deems necessary or desirable. Each option shall be subject to the further requirement that if at any time the Board shall determine in its discretion that the listing or qualification of the Shares subject to such option, under any securities exchange or association requirements or under any applicable law, where the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the granting of such option or the issuance of Shares thereunder, such option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. 18. Governing Law. Except to the extent pre-empted by federal law, this Plan shall be construed and enforced in accordance with, and governed by, the laws of the Commonwealth of Pennsylvania. Date of Adoption By the Board: September 17, 1990 Date of Approval By the Shareholders: December 19, 1990. 4-5 EX-5 3 EXHIBIT 5 17 EXHIBIT 5 June 1, 1995 Pennsylvania Real Estate Investment Trust 455 Pennsylvania Avenue Suite 135 Fort Washington, PA 19034 RE: Pennsylvania Real Estate Investment Trust - Registration Statement on Form S-8 --------------------------------------------------------------------- Gentlemen: Our opinion has been requested in connection with the Registration Statement ("Registration Statement") and the Prospectus included therein (the "Prospectus") of Pennsylvania Real Estate Investment Trust, an unincorporated association in business trust form, formed in Pennsylvania pursuant to a trust agreement dated December 27, 1960, as amended and restated on December 16, 1987 (the "Trust"). The Registration Statement, which was filed by EDGAR transmission on the date hereof with the Securities and Exchange Commission on Form S-8 under the Securities Act of 1933, as amended, relates to the issuance of up to 100,000 shares of beneficial interest, par value $1.00 (the "Shares") of the Trust in connection with the Trust's Option Plan for Non-Employee Trustees (the "Plan"). We are rendering this Opinion to you pursuant to Item 601(b)(5) of Regulation S-K. We are generally familiar with the affairs of the Trust, with the preparation of the Registration Statement, and with the conduct of trust proceedings related to the Plan. In order to render this opinion, we have reviewed originals or copies (certified to our satisfaction to be true and correct) of the following documents: a. The Trust Agreement, as Amended and Restated December 16, 1987; b. Resolutions duly adopted at the December 14, 1993 meeting of the Board of Trustees of the Trust; 5-1 18 Pennsylvania Real Estate Investment Trust June 1, 1995 Page 2 c. Minutes of the Annual Meeting of Holders of Certificates of Beneficial Interest of the Trust, held on December 15, 1994; d. Resolutions duly adopted at the September 17, 1990 meeting of the Board of Trustees of the Trust; e. Minutes of the Annual Meeting of Holders of Certificates of Beneficial Interest of the Trust, held on December 19, 1990; f. The Trust's Proxy Materials in connection with the 1994 Annual Meeting of Holders of Certificates of Beneficial Interest; g. The Trust's Additional Listing Applications with the American Stock Exchange respecting the Shares, approved on September 30, 1991 and March 6, 1995; and h. The Plan. Based upon the foregoing, it is our opinion that: 1. The Trust validly exists under the laws of the Commonwealth of Pennsylvania, has duly recorded its Trust Agreement and has all requisite authority to conduct the business in which it is engaged. 2. The Shares, which are issuable upon the exercise of options granted pursuant to the terms of the Plan and are included in the Registration Statement, have been duly and validly authorized and reserved for issuance by all necessary action of the Trust and, when delivered against payment of the exercise price therefor as provided in the Plan, will be legally issued, fully paid and non-assessable. As described in the Registration Statement under the caption "Legal Opinion", Sylvan M. Cohen, Esquire, Chairman, Chief Executive Officer and a Trustee of the Trust, and Robert Freedman, Esquire, a Trustee of the Trust, are partners of this firm, and Messrs. Cohen, Freedman and other attorneys in this firm own, beneficially or otherwise, Shares of the Trust. In addition, Mr. Cohen holds options to purchase up to 91,250 Shares pursuant to the Trust's Amended Incentive and Nonqualified Stock Option Plan. Mr. Freedman holds options to purchase up to 6,000 Shares pursuant to the Trust's Option Plan for Non-Employee Trustees. 5-2 19 Pennsylvania Real Estate Investment Trust June 1, 1995 Page 3 We hereby consent to the reference to our firm contained in the Registration Statement filed with the Commission of which the Prospectus is part and to the use of this Opinion as an exhibit to the Registration Statement. Very truly yours, /s/ COHEN, SHAPIRO, POLISHER, SHIEKMAN AND COHEN COHEN, SHAPIRO, POLISHER, SHIEKMAN AND COHEN 5-3 EX-23 4 EXHIBIT 23.2 20 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To Pennsylvania Real Estate Investment Trust: As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8, of our report dated October 24, 1994, which appears on page 20 of the 1994 annual report to shareholders of Pennsylvania Real Estate Investment Trust (the "Trust"), which annual report is incorporated by reference in the Trust's annual report on Form 10-K for the fiscal year ended August 31, 1994, and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Philadelphia, Pa., May 26, 1995 23.2-1 -----END PRIVACY-ENHANCED MESSAGE-----