-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MFIDngD9HMezc5PjPb9abLu3bcAYkfvH6R5L1H+gokWnfarTWCQH+9jNZFWpXhLi sZHyLaJ6Lnrpq8DZ+dtxbg== 0000950131-98-004600.txt : 19980807 0000950131-98-004600.hdr.sgml : 19980807 ACCESSION NUMBER: 0000950131-98-004600 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980806 EFFECTIVENESS DATE: 19980806 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARCHSTONE COMMUNITIES TRUST/ CENTRAL INDEX KEY: 0000080737 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 746056896 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-60817 FILM NUMBER: 98678689 BUSINESS ADDRESS: STREET 1: 7670 SOUTH CHESTER ST CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037085959 MAIL ADDRESS: STREET 1: 7670 SOUTH CHESTER ST CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: SECURITY CAPITAL PACIFIC TRUST DATE OF NAME CHANGE: 19950417 FORMER COMPANY: FORMER CONFORMED NAME: PROPERTY TRUST OF AMERICA DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EL PASO REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19700108 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on August 6, 1998 File No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- ARCHSTONE COMMUNITIES TRUST (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MARYLAND 74-6056896 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.) OF INCORPORATION OR ORGANIZATION) 7670 SOUTH CHESTER STREET 80112 ENGLEWOOD, COLORADO (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 708-5959 ARCHSTONE COMMUNITIES TRUST 401(K) SAVINGS PLAN AND TRUST (FULL TITLE OF THE PLAN) JEFFREY A. KLOPF SECRETARY 7670 SOUTH CHESTER STREET ENGLEWOOD, COLORADO 80112 (303) 708-5959 (AGENT FOR SERVICE) ----------------------------- CALCULATION OF REGISTRATION FEE
======================================================================================================================= PROPOSED MAXIMUM TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF REGISTERED PRICE PER SHARE* PRICE* REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------- Common Shares of Beneficial Interest, par value $1.00 per share (including related preferred share purchase rights) 115,000 Shares $20.46875 $2,353,906.25 $694.41 ======================================================================================================================
* Estimated solely for the purpose of computing the registration fee on the basis of the average of the high and low prices for the Common Shares as reported on the New York Stock Exchange on August 4, 1998. ================================================================================ This Registration Statement is being filed to increase the number of shares available under the Registrant's 401(k) Savings Plan and Trust (the "Plan") in connection with the merger of Security Capital Atlantic Incorporated with and into the Registrant. The contents of the Registration Statement on Form S-8 (File No. 333-43723) relating to the Plan are incorporated herein by reference. 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 the City of Englewood, State of Colorado, on August 6, 1998. ARCHSTONE COMMUNITIES TRUST By /s/ R. Scot Sellers ---------------------------------------- R. Scot Sellers Co-Chairman and Chief Investment Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Constance B. Moore, R. Scot Sellers, Jeffrey A. Klopf and Mark W. Pearson, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, to sign a registration statement filed with the Securities and Exchange Commission pursuant to Rule 462(b) promulgated under the Securities Act of 1933 and any and all amendments thereto, and to file the same, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his substitute or nominee, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Constance B. Moore Co-Chairman, Chief Operating Officer August 6, 1998 - ---------------------- and Trustee Constance B. Moore /s/ R. Scot Sellers Co-Chairman, Chief Investment August 6, 1998 - ---------------------- Officer and Trustee R. Scot Sellers /s/ William Kell Senior Vice President and Controller August 6, 1998 - ---------------------- (Principal Financial Officer) William Kell /s/ Ash K. Atwood - ---------------------- Vice President August 6, 1998 Ash K. Atwood (Principal Accounting Officer) /s/ James A. Cardwell - ---------------------- Trustee August 6, 1998 James A. Cardwell /s/ James H. Polk, III - ---------------------- Trustee August 6, 1998 James H. Polk, III /s/ James C. Potts - ---------------------- Trustee August 6, 1998 James C. Potts
II-1 /s/ John T. Kelley III - ---------------------- Trustee August 6, 1998 John T. Kelley III /s/ Calvin K. Kessler - ---------------------- Trustee August 6, 1998 Calvin K. Kessler /s/ William G. Myers - ---------------------- Trustee August 6, 1998 William G. Myers /s/ Ned S. Holmes - ---------------------- Trustee August 6, 1998 Ned S. Holmes /s/ John M. Richman - ---------------------- Trustee August 6, 1998 John M. Richman /s/ John C. Schweitzer - ---------------------- Trustee August 6, 1998 John C. Schweitzer II-2 INDEX TO EXHIBITS ----------------- Exhibit Number Description of Document - ------ ----------------------- 4.1 Amended Restated Declaration of Trust dated June 30, 1998 (incorporated by reference to Exhibit 4.1 to the Registrant's Report on Form 8-K dated July 6, 1998). 4.2 Amended and Restated By-Laws (incorporated by reference to Exhibit 4.2 to the Registrant's Report on Form 8-K dated July 6, 1998). 4.3 Rights Agreement dated as of July 21, 1994 between the Registrant and Chemical Bank, including forms of Rights Certificate (incorporated by reference to Exhibit 4.2 to the Registrant's Form 8-K dated July 19, 1994). 4.4 First Amendment dated as of February 8, 1995 to the Rights Agreement (incorporated by reference to Exhibit 4.13 to the Registrant's Form 10-K for the year ended December 31, 1994). 4.5 Security Capital Pacific Trust 401(k) Savings Plan and Trust (incorporated by reference to Exhibit 4.12 to the Registrant's Registration Statement No. 333-43723). 4.6 Amendment No. 1 to Security Capital Pacific Trust 401(k) Savings Plan and Trust 5 Opinion of Mayer, Brown & Platt . 15 Letter regarding unaudited interim financial information 23.1 Consent of Mayer, Brown & Platt (included in its opinion filed as Exhibit 5 hereto) 23.2 Consent of KPMG Peat Marwick LLP 24.1 Power of Attorney (included on page II-1) II-3 EX-4.6 2 AMENDMENT TO 401K SAVINGS PLAN & TRUST EXHIBIT 4.6 AMENDMENT TO SECURITY CAPITAL PACIFIC TRUST 401(k) SAVINGS PLAN AND TRUST ----------------------------- WHEREAS, Security Capital Pacific Trust (the "Company") maintains the Security Capital Pacific Trust 401(k) Savings Plan and Trust (the "Plan"); and WHEREAS, amendment of the Plan is now considered desirable; NOW, THEREFORE, IT IS RESOLVED that, by virtue and in exercise of the amending power reserved to the Company under the Plan, the Plan is hereby amended effective July 1, 1998 in the following particulars: 1. By changing the name of the sponsor of the Plan to "Archstone Communities Trust" and substituting that name for each reference to "Security Capital Pacific Trust" wherever it appears in the Plan. 2. By changing the name of the Plan to "Archstone Communities Trust 401(k) Savings Plan and Trust" and substituting that name for each reference to "Security Capital Pacific Trust 401(k) Savings Plan and Trust", wherever it appears in the Plan. EX-5 3 OPINION OF MAYER, BROWN & PLATT MICHAEL L. HERMSEN Direct Dial (312) 701-7960 Direct Fax (312) 706-8148 mhermsen@mayerbrown.com EXHIBIT 5 August 6, 1998 Archstone Communities Trust 7670 South Chester Street Englewood, Colorado 80112 Re: Registration Statement on Form S-8 401(k) Savings Plan and Trust Ladies and Gentlemen: We have acted as counsel to Archstone Communities Trust, a Maryland real estate investment trust (the "Trust"), in connection with the proceedings (the "Trust Proceedings") taken and to be taken relating to the registration by the Trust of an aggregate of 115,000 of its common shares of beneficial interest, par value $1.00 per share (the "Common Shares"), with the Securities and Exchange Commission (the "SEC") in connection with an amendment to the Trust's 401(k) Savings Plan and Trust (the "Plan"). We have also participated in the preparation and filing with the SEC under the Securities Act of 1933, as amended, of a registration statement on Form S-8 (the "Registration Statement") relating to such Common Shares. As counsel to the Trust, we have examined originals or copies certified to our satisfaction of the Trust's Amended and Restated Declaration of Trust, as amended, and Amended and Restated Bylaws, resolutions of the Board of Trustees and such other Trust records, instruments, certificates and documents and such questions of law as we considered necessary or appropriate to enable us to express this opinion. As to certain facts material to our opinion, we have relied, to the extent we deem such reliance proper, upon certificates of public officials and officers of the Trust. In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of photostatic copies. Based upon and subject to the foregoing and to the assumptions, limitations and conditions set forth herein, we are of the opinion that, upon completion of the Trust Proceedings, the Common Shares will have been validly issued and delivered in accordance with the Trust Proceedings and the Plan, the Common Shares will be validly issued, fully paid and nonassessable. Our opinion relating to the nonassessability of the Common Shares does not pertain to the potential liability of shareholders of the Trust for debts of the Trust. Section 5-350(a) of the Maryland Courts and Judicial Proceedings Code provides that "a shareholder . . . of a real estate investment trust . . . is not personally liable for the obligations of the real estate investment trust." The Trust's Amended and Restated Declaration of Trust, as amended and supplemented (the "Declaration of Trust"), provides that no shareholder shall be personally liable in connection with the Trust's property or the affairs of the Trust. The Declaration of Trust further provides that the Trust shall indemnify and hold harmless shareholders against all claims and liabilities and related reasonable expenses to which they become subject by virtue of their status as current or former shareholders. In addition, we [LETTERHEAD APPEARS HERE] Archstone Communities Trust August 6, 1998 Page 2 have been advised that the Trust, as a matter of practice, inserts a clause in its business, management and other contracts which provides that shareholders shall not be personally liable thereunder. Accordingly, no personal liability should attach to the Trust's shareholders for contract claims under any contract containing such a clause where adequate notice is given. However, with respect to tort claims, contract claims where shareholder liability is not so negated, claims for taxes and certain statutory liability, the shareholders may, in some jurisdictions, including Colorado, the state in which the Trust's principal executive office is located, be personally liable for such claims and liabilities. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, MAYER, BROWN & PLATT EX-15 4 LETTER RE: UNAUDITED INTERIM FIN. INFOR. EXHIBIT 15 The Board of Trustees of Archstone Communities Trust With respect to the registration statement on Form S-8 of Archstone Communities Trust relating to the Archstone Communities Trust 401(K) Savings Plan and Trust, we acknowledge our awareness of the incorporation by reference therein of our report dated April 23, 1998 related to our review of the interim financial information of Security Capital Pacific Trust as of March 31, 1998 and for the three-months periods ended March 31, 1998 and 1997. Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not considered a part of a registration statement prepared or certified by an accountant, or a report prepared or certified by an accountant within the meaning of sections 7 and 11 of the Act. KPMG Peat Marwick LLP Chicago, Illinois August 6, 1998 EX-23.2 5 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23.2 Independent Auditors' Consent The Board of Trustees of Archstone Communities Trust We consent to the incorporation by reference in this registration statement on Form S-8 of Archstone Communities Trust 401(K) Savings Plan and Trust, of our report dated January 31, 1998, except as to Note 13 which is as of March 6, 1998, relating to the balance sheets of Security Capital Pacific Trust as of December 31, 1997 and 1996, the related statements of earnings, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1997, and the related schedule as of December 31, 1997, which report appears in the December 31, 1997 annual report on Form 10-K of Security Capital Pacific Trust. KPMG Peat Marwick LLP Chicago, Illinois August 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----