-----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, B5dZW+FAB5uZCJV/qZb7BB0WRp1HduOfNUV/YPe+d5uBasm5bKiv48viuqsVngCk z9fnUPOB8md8nM/IR+JdYw== 0000892626-96-000254.txt : 19960726 0000892626-96-000254.hdr.sgml : 19960726 ACCESSION NUMBER: 0000892626-96-000254 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960725 EFFECTIVENESS DATE: 19960813 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMLI RESIDENTIAL PROPERTIES TRUST CENTRAL INDEX KEY: 0000914724 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363925916 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-08815 FILM NUMBER: 96598921 BUSINESS ADDRESS: STREET 1: 125 S WACKER DR STREET 2: STE 3100 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129845037 FORMER COMPANY: FORMER CONFORMED NAME: AMLI RESIDENTIAL PROPERTIES INC DATE OF NAME CHANGE: 19931112 S-8 1 Registration No. 333-_______________ As filed with the Securities and Exchange Commission on July 25, 1996 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMLI RESIDENTIAL PROPERTIES TRUST (Exact Name of Registrant as Specified in its Charter) MARYLAND (State or Other Jurisdiction of Incorporation or Organization) 36-3925916 (I.R.S. Employer Identification No.) 125 South Wacker Drive, Suite 3100, Chicago, Illinois 60606 (Address of Principal Executive Offices) (Zip Code) AMLI RESIDENTIAL PROPERTIES TRUST OPTION PLAN (Full Title of the Plan) ------------------------------ ALLAN J. SWEET 125 South Wacker Drive Suite 3100 Chicago, Illinois 60606 (Name and Address of Agent for Service) (312) 984-5037 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE - ------------- -------------- --------------- ------------------ ------------ Common Shares of Beneficial Interest, $.01 par value 1,000,000 (2) $20,293,296 $6,998 shares (1) Also registered hereby are an indeterminate number of additional Common Shares of Beneficial Interest that may become issuable pursuant to the anti-dilution provisions of the plan. (2) In accordance with Rule 457(h)(1), the offering price of Common Shares of Beneficial Interest currently subject to options was computed upon the basis of the exercise price. The number of such shares and respective per share exercise prices are as follows: 2,000 shares at $18.00; 47,500 shares at $18.25; 2,160 shares at $18.50; 29,000 shares at $20.0625; 95,490 shares at $20.1875; 440,000 shares at $20.50. The offering price for the remaining 383,850 shares for which options have not been awarded was computed upon $20.375 per share, which was the average of the high and low sale prices of the Common Shares of Beneficial Interest as reported on the New York Stock Exchange on July 23, 1996.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed in (a) through (c) below are incorporated by reference in this Registration Statement; 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, as amended (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 by reference in this Registration Statement and to be part hereof from the date of filing of such documents. (a) The Registrant's annual report on Form 10-K for the year ended December 31, 1995; (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the 1995 fiscal year; and (c) The description of the Registrant's Common Shares of Beneficial Interest, $.01 par value per share, contained in the Registrant's Registration Statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. ITEM 6. INDEMNIFICATION OF TRUSTEES AND OFFICERS. The Registrant's officers and Trustees are and will be indemnified under the Declaration of Trust and Bylaws of the Registrant, and the Partnership Agreement of the Operating Partnership against certain liabilities. The Declaration of Trust requires the Registrant to indemnify its Trustees and officers, among others, against claims and liabilities and reasonable expenses actually incurred by them in connection with any claim or liability by reason of their services in those or other capacities unless it is established that the act or omission of the Trustee or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, or the Trustee or officer actually received an improper personal benefit, or, in the case of any criminal proceeding, the Trustee or officer had reasonable cause to believe that the act or omission was unlawful. As permitted by Maryland Law, the Declaration of Trust provides that a Trustee or officer of the Registrant shall not be liable for monetary damages incurred by the Registrant or its shareholders for any act or omission in the performance of his duties, except to the extent that (1) the person actually received an improper benefit or (2) the person's action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated. The Partnership Agreement of the Operating Partnership also provides for indemnification of the Registrant and its officers and Trustees to the same extent indemnification is provided to officers and Trustees of the Registrant in its Declaration of Trust, and limits the liability of the Registrant to the Operating Partnership and its partners to the same extent the liability of the officers and Trustees of the Registrant to the Registrant and its shareholders is limited under the Registrant's Declaration of Trust. ITEM 8. EXHIBITS. See the Exhibit Index which is hereby incorporated by reference. 2 ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any Prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) 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; PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (b) 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. (c) 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. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 of this Registration Statement, or otherwise, 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 Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the 3 payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of Amli Residential Properties Trust, a Maryland real estate investment trust, and each of the undersigned Trustees and officers of Amli Residential Properties Trust, hereby constitutes and appoints Gregory T. Mutz, John E. Allen, Allan J. Sweet and Charles C. Kraft, its, his or her true and lawful attorneys-in- fact and agents, for it, him or her and in its, his or her name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this Registration Statement, and to file each such amendment to this Registration Statement with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby 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 required and necessary to be done, as fully and to all intents and purposes as it, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. 4 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 Chicago, State of Illinois, on the 25th day of July, 1996. Amli Residential Properties Trust By: /s/ JOHN E. ALLEN John E. Allen Its: Vice Chairman Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 25th day of July, 1996. SIGNATURE TITLE /s/ GREGORY T. MUTZ Chairman of the Board of Trustees Gregory T. Mutz (Principal Executive Officer) /s/ JOHN E. ALLEN Vice-Chairman of the Board of Trustees John E. Allen (Principal Financial Officer) /s/ ALLAN J. SWEET Trustee and President Allan J. Sweet /s/ CHARLES C. KRAFT Treasurer Charles C. Kraft (Principal Accounting Officer) /s/ LAURA D. GATES Trustee Laura D. Gates /s/ MARC S. HEILWEIL Trustee Marc S. Heilweil /s/ STEPHEN G. McCONAHEY Trustee Stephen G. McConahey /s/ QUINTIN E. PRIMO III Trustee Quintin E. Primo III /s/ JOHN G. SCHREIBER Trustee John G. Schreiber /s/ PHILIP N. TAGUE Trustee Philip N. Tague 5 EXHIBIT INDEX EXHIBIT NUMBER DOCUMENT DESCRIPTION 4.1 Amended and Restated Declaration of Trust of the Registrant (Incorporated by reference to Exhibit 3.1 to Registration Statement No. 33- 71566) 4.2 Amended and Restated By-laws of the Registrant (Incorporated by reference to Exhibit 3.2 to Registration Statement No. 33-71566) 4.3 Amended and Restated Agreement of Limited Partnership of Amli Residential Properties, L.P. (Incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994) 4.3(a) First Amendment to the Amended and Restated Agreement of Limited Partnership of Amli Residential Properties, L.P. (Incorporated by reference to Exhibit 10.1(a) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995). 4.3(b) Second Amendment to the Amended and Restated Agreement of Limited Partnership of Amli Residential Properties, L.P. (Incorporated by reference to Exhibit 10.1(b) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995). 4.4 Form of Common Share Certificate (Incorporated by reference to Exhibit 4.1 to Registration Statement No. 33-71566). 4.5 Articles Supplementary to the Amended and Restated Declaration of Trust of the Registrant Classifying Unissued Shares of Beneficial Interest in the Registrant as Series A Cumulative Convertible Preferred Shares of Beneficial Interest (Incorporated by reference to Exhibit 4.9 to the Registrant's Current Report on Form 8-K dated January 30, 1996). 4.6 Form of Series A Preferred Share Certificate (Incorporated by reference to Exhibit 4.5 to the Registrant's Current Report on Form 8-K dated January 18, 1996). 5.1 Opinion of Mayer, Brown & Platt. 10.1 Amli Residential Properties Option Plan (Incorporated by reference to Exhibit 10.8 to Registration Statement No. 33-71566). 10.1(a) First Amendment to Amli Residential Properties Option Plan (Incorporated by reference to Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995). 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Mayer, Brown & Platt (Included in the opinion filed as Exhibit 5.1 hereto). 24.1 Powers of Attorney (included at page 4 hereof). EX-5.1 2 EXHIBIT 5.1 July 24, 1996 The Board of Trustees Amli Residential Properties Trust 125 South Wacker Drive Chicago, Illinois 60606 Ladies and Gentlemen: We have acted as counsel to Amli Residential Properties Trust, a Maryland real estate investment trust (the "Company"), in connection with the proceedings (the "Company Proceedings") taken and to be taken relating to the registration by the Company of an aggregate of 1,000,000 common shares of beneficial interest (the "Shares") of the Company, $.01 par value per share, with the Securities and Exchange Commission (the "SEC") in connection with the Company's Option Plan (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 Shares. As special counsel to the Company, we have examined originals or copies certified to our satisfaction of the Company's Amended and Restated Declaration of Trust (the "Declaration of Trust") and Amended and Restated Bylaws, resolutions of the Board of Trustees, and such other Company 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 Company. 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 Company Proceedings, the Shares will have been duly authorized for issuance, and when the Shares are issued and delivered in accordance with the Company Proceedings and the Plan, the Shares will be validly issued, fully paid and, except as described below, nonassessable. The Board of Trustees Amli Residential Properties Trust July 24, 1996 Page 2 Our opinion relating to the nonassessability of the Shares does not pertain to the potential liability of shareholders of the Company for debts and liabilities of the Company. Section 5-350 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 Declaration of Trust provides that no shareholder shall be personally liable in connection with the Company's property or the affairs of the Company. The Declaration of Trust further provides that the Company 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 have been advised that the Company, as a matter of practice, inserts a clause in its business, management and other contracts that provides that shareholders shall not be personally liable thereunder. Accordingly, no personal liability should attach to the Company'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, 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-23.1 3 EXHIBIT 23.1 ACCOUNTANTS' CONSENT The Board of Trustees and Shareholders Amli Residential Properties Trust: We consent to the use of our report on the consolidated financial statements and schedule of Amli Residential Properties Trust as of December 31, 1995 and 1994, and for each of the years in the three-year period ended December 31, 1995, incorporated by reference herein. KPMG PEAT MARWICK LLP KPMG Peat Marwick LLP Chicago, Illinois July 22, 1996 -----END PRIVACY-ENHANCED MESSAGE-----