-----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, IlNv0LTs1HmYwg8zEZO7ym2E9CxqooXnjz/IshHU5NFwKl/f9nEQQ5Ea8qCRarsF OfzqD+/JCAY83cwt8VJiJQ== 0001035704-07-000848.txt : 20071221 0001035704-07-000848.hdr.sgml : 20071221 20071221072733 ACCESSION NUMBER: 0001035704-07-000848 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071220 DATE AS OF CHANGE: 20071221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARCHSTONE SMITH OPERATING TRUST CENTRAL INDEX KEY: 0000080737 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 900042860 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-49526 FILM NUMBER: 071320807 BUSINESS ADDRESS: STREET 1: 9200 E PANORAMA CIRCLE STREET 2: STE 400 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037085959 MAIL ADDRESS: STREET 1: 9200 E PANORAMA CIRCLE CITY: ENGLEWOOD STATE: CO ZIP: 80012 FORMER COMPANY: FORMER CONFORMED NAME: ARCHSTONE COMMUNITIES TRUST/ DATE OF NAME CHANGE: 19980707 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 POS AM 1 d52595gposam.htm POST-EFFECTIVE AMENDMENT TO FORM S-3 posam
 

As filed with the Securities and Exchange Commission on December 20, 2007.
Registration No. 333-49526
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
To
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ARCHSTONE-SMITH OPERATING TRUST
(Exact name of registrant as specified in its charter)
         
Maryland
(State or other jurisdiction of
incorporation or organization) 		  6798
(Primary Standard Industrial
Classification Code Number) 		  90-0042860
(I.R.S. Employer
Identification No.)
     
    Caroline Brower
Executive Vice President and General Counsel
Archstone-Smith Operating Trust
9200 East Panorama Circle, Suite 400
Englewood, Colorado 80112
(303) 708-5959 		  9200 East Panorama Circle, Suite 400
Englewood, Colorado 80112
(303) 708-5959
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices) 		  (Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies To:
Christine C. Lehr
DLA Piper US LLP
4141 Parklake Avenue, Suite 300
Raleigh, North Carolina 27612
(919) 786-2000
     Approximate date of commencement of proposed sale to the public: This post-effective amendment deregisters those securities that remain unsold hereunder as of the effective date hereof.
     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
     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. o
     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. o
     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
 
 

 

 

DEREGISTRATION OF SHARES
     This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-49526) (the “Registration Statement”), which was originally filed on November 8, 2000, is being filed to deregister unsold common shares of the registrant, Archstone Communities Trust (now known as Archstone-Smith Operating Trust) (the “Operating Trust”).
     On October 4, 2007, the Operating Trust completed its merger with River Trust Acquisition (MD), LLC (the “Operating Trust Merger”) and certain other transactions contemplated by that certain Agreement and Plan of Merger, dated as of May 28, 2007, as amended by Amendment No. 1 thereto, dated as of August 5, 2007, by and among Archstone-Smith Trust, the Operating Trust, River Holding, LP, River Acquisition (MD), LP and River Trust Acquisition (MD), LLC (as amended, the “Merger Agreement”). In a separate transaction, on October 5, 2007, Archstone-Smith Trust completed its merger with and into Tishman Speyer Archstone-Smith Multifamily Series I Trust, an assignee of River Acquisition (MD), LP (the “Company Merger” and, together with the Operating Trust Merger, the “Mergers”), and certain other transactions contemplated by the Merger Agreement. Tishman Speyer Archstone-Smith Multifamily Series I Trust, River Holding, LP, River Acquisition (MD), LP and River Trust Acquisition (MD), LLC are jointly controlled by affiliates of Tishman Speyer Real Estate Venture VII, L.P. and Lehman Brothers Holdings Inc.
     This Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister, as of the effectiveness of this post-effective amendment, all common shares, the sale of which was registered under the Registration Statement, that were not sold under the Registration Statement.

1

 

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-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on December 18, 2007.
         
  ARCHSTONE-SMITH OPERATING TRUST
 		  
  By:   /s/ Thomas S. Reif    
    Name:   Thomas S. Reif   
    Title:   Associate General Counsel and
Group Vice President 		  
 
     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
        
/s/ R. Scot Sellers
 
R. Scot Sellers
  Chief Executive Officer
(Principal Executive Officer) 		  December 18, 2007
 
        
/s/ Charles E. Mueller, Jr.
 
Charles E. Mueller, Jr.
  Chief Financial Officer
(Principal Financial Officer) 		  December 18, 2007
 
        
/s/ Ash K. Atwood
  Controller   December 18, 2007
 
 Ash K. Atwood
        
 
        
*
  Trustee   December 18, 2007
 
 Tishman Speyer Archstone-Smith Multifamily
        
Series I Trust
        
         
* By:
  /s/ Michael Benner
 
Name Michael Benner 		   
 
  Title: Vice President and Secretary    

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