0001021408-01-508425.txt : 20011026
0001021408-01-508425.hdr.sgml : 20011026
ACCESSION NUMBER: 0001021408-01-508425
CONFORMED SUBMISSION TYPE: POS AM
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011019
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: ARCHSTONE SMITH TRUST
CENTRAL INDEX KEY: 0001156826
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 841592064
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: POS AM
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-64540-01
FILM NUMBER: 1762629
MAIL ADDRESS:
STREET 1: 7620 SOUTH CHESTER STREET
STREET 2: SUITE 100
CITY: ENGLEWOOD
STATE: CA
ZIP: 80112
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: POS AM
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-64540
FILM NUMBER: 1762628
BUSINESS ADDRESS:
STREET 1: 7777 MARKET CENTER AVE
STREET 2: SUITE 100
CITY: EL PASO
STATE: TX
ZIP: 79912
BUSINESS PHONE: 3037085959
MAIL ADDRESS:
STREET 1: 7670 SOUTH CHESTER ST
CITY: ENGLEWOOD
STATE: CO
ZIP: 80012
FORMER COMPANY:
FORMER CONFORMED NAME: EL PASO REAL ESTATE INVESTMENT TRUST
DATE OF NAME CHANGE: 19700108
FORMER COMPANY:
FORMER CONFORMED NAME: PROPERTY TRUST OF AMERICA
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: SECURITY CAPITAL PACIFIC TRUST
DATE OF NAME CHANGE: 19950417
POS AM
1
dposam.txt
POST-EFFECTIVE AMENDMENT 1 TO FORM S-4
As filed with the Securities and Exchange Commission on October 19, 2001
Registration No. 333-64540
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
Registration Statement Under The Securities Act Of 1933
----------------
ARCHSTONE-SMITH TRUST
ARCHSTONE COMMUNITIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland 84-1592064
Maryland 74-6056896
(State of Incorporation) (I.R.S. Employer Identification Number)
7670 SOUTH CHESTER STREET, SUITE 100,
ENGLEWOOD, COLORADO 80112
(303) 708-5959
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrants' Principal Executive Office)
Caroline Brower, Esq.
Senior Vice President and General Counsel
Archstone Communities Trust
7670 South Chester Street, Suite 100
Englewood, Colorado 80112
(303) 708-5959
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
Copies to:
Edward J. Schneidman, Esq. J. Warren Gorrell, Jr., Esq.
Michael T. Blair, Esq. Bruce W. Gilchrist, Esq.
Mayer, Brown & Platt Hogan & Hartson L.L.P.
190 South LaSalle Street 555 Thirteenth Street, N.W.
Chicago, Illinois 60603 Washington, D.C. 20004
(312) 782-0600 (202) 637-5600
----------------
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. [_]
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 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
----------------
-------------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum
Title of Each Class of to be Offering Price Aggregate Amount of
Securities to be Registered Registered (1) Per Unit Offering Price Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
Archstone-Smith Operating Trust Class A-1 common 26,800,413 Not Applicable Not Applicable $0 (2)
units, $0.01 par value per unit
-------------------------------------------------------------------------------------------------------------------------------
Archstone-Smith Trust common shares of beneficial 26,800,413 Not Applicable Not Applicable Not Applicable (4)
interest, $0.01 par value per share (3)
-------------------------------------------------------------------------------------------------------------------------------
Total Not Applicable Not Applicable Not Applicable $0
-------------------------------------------------------------------------------------------------------------------------------
(1) Represents the maximum number of Class A-1 common units of Archstone-Smith
Operating Trust and common shares of Archstone-Smith Trust, respectively,
that may be issued to persons other than Archstone-Smith Trust pursuant to
the transaction described in this Registration Statement. Archstone has
previously registered 15,204,441 Class A-1 common units. This amendment is
being filed to correct an error in the filing fee table of the Registration
Statement at the time it was declared effective. The number of Class A-1
common units reflected in the filing fee table should have been 26,800,413
rather than 15,204,441. Because the entire filing fee was previously paid,
no additional filing fee is required. The Archstone Class A-1 common units
are redeemable at the option of the holder thereof for cash in accordance
with the Archstone declaration of trust. Archstone-Smith may elect to
satisfy this redemption request by delivering Archstone-Smith common shares
or their cash equivalent. No additional consideration is payable in
connection with the redemption of Archstone Class A-1 common units.
(2) The registration fee was previously paid by Archstone-Smith (File No. 333-
63734).
(3) Includes the related preferred share and unit purchase rights.
(4) Pursuant to Rule 457(i), no additional registration fee is required.
----------------
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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This post-effective amendment is being filed to correct an error in the
filing fee table of the registration statement at the time it was declared
effective. The number of Class A-1 common units reflected in the filing fee
table should have been 26,800,413 rather than 15,204,441. Because the entire
filing fee was previously paid, no additional filing fee is required. Except
with respect to the additional Class A-1 common units being registered, the
registration statement, including the joint consent solicitation
statement/prospectus forming a part thereof, remains unchanged.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 the 19th day of October, 2001.
ARCHSTONE-SMITH TRUST
By: /s/ R. Scot Sellers
------------------------
R. Scot Sellers
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.
SIGNATURE TITLE DATE
--------- ----- ----
Chief Executive Officer October 19, 2001
/s/ R. Scot Sellers (Principal Executive Officer
------------------------------
R. Scot Sellers
Chief Financial Officer October 19, 2001
/s/ Charles E. Mueller, Jr. * (Principal Financial Officer)
------------------------------
Charles E. Mueller, Jr.
Controller and Senior Vice President October 19, 2001
/s/ William Kell* (Principal Accounting Officer)
------------------------------
William Kell
ARCHSTONE COMMUNITIES TRUST Trustee October 19, 2001
By: /s/ R. Scot Sellers
--------------------------
R. Scot Sellers
Chief Executive Officer
*By: /s/ R. Scot Sellers
------------------------
R. Scot Sellers
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 the 19th day of October, 2001.
ARCHSTONE COMMUNITIES TRUST
By: /s/ R. Scot Sellers
--------------------------
R. Scot Sellers
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.
SIGNATURE TITLE DATE
--------- ----- ----
Chairman and Chief Executive Officer October 19, 2001
/s/ R. Scot Sellers (Principal Executive Officer
-----------------------------------
R. Scot Sellers
Chief Financial Officer October 19, 2001
/s/ Charles E. Mueller, Jr. * (Principal Financial Officer)
-----------------------------------
Charles E. Mueller, Jr.
Controller and Senior Vice President October 19, 2001
/s/ William Kell* (Principal Accounting Officer)
-----------------------------------
William Kell
/s/ James A. Cardwell* Trustee October 19, 2001
-----------------------------------
James A. Cardwell
/s/ Ned S. Holmes* Trustee October 19, 2001
-----------------------------------
Ned S. Holmes
/s/ James H. Polk, III* Trustee October 19, 2001
-----------------------------------
James H. Polk, III
/s/ John M. Richman* Trustee October 19, 2001
-----------------------------------
John M. Richman
/s/ John C. Schweitzer* Trustee October 19, 2001
-----------------------------------
John C. Schweitzer
*By: /s/ R. Scot Sellers
-----------------------------
R. Scot Sellers
Attorney-in-fact