-----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, IRwnJLbpfYqDR2CFnj3JEQra3/NXanXfc/lKSX8fv439v+BrigXZlsqSz8dxuwWF 70On/GVVZg/Ws5eJFxuFSw== 0000950131-99-004629.txt : 19990805 0000950131-99-004629.hdr.sgml : 19990805 ACCESSION NUMBER: 0000950131-99-004629 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990804 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: 8-A12B SEC ACT: SEC FILE NUMBER: 001-10272 FILM NUMBER: 99677600 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 8-A12B 1 FORM 8-A12B =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Archstone Communities Trust (Exact Name of Registrant as Specified in Its Charter)
Maryland 74-6056896 (State of Organization) (I.R.S. Employer Identification No.) 7670 South Chester Street, Suite 100 Englewood, Colorado 80112 (Address of Principal Executive Offices) (Zip Code) If this form related to the registration of a If this form related to the registration of a class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g) of the Exchange Act and is effective of the Exchange Act and is effective pursuant to General Instruction A.(c), pursuant to General Instruction A.(d), please check the following box. [x] please check the following box. [_] Securities Act registration statement file number to which this form relates: 333-12885; 333-68591 -------------------- (If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, $1.00 par value per share New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) =============================================================================== Item 1. Description of Registrant's Securities to be Registered. ------------------------------------------------------- A complete description of the Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, $1.00 par value per share (the "Series D Preferred Shares"), which are to be registered hereunder is contained under the caption "Description of the Series D Preferred Shares" in the Prospectus Supplement dated August 3, 1999 to the Prospectus dated November 23, 1998, forming a part of the Form S-3 Registration Statements (File Nos. 333-12885 and 333-68591) (the "Registration Statement") of Archstone Communities Trust ("Archstone"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. Item 2. Exhibits. --------- The following exhibits are filed herewith and with the New York Stock Exchange, Inc. Exhibit Number Exhibit - ------- ------- 4.1 Amended and Restated Declaration of Trust dated June 30, 1998 (incorporated by reference to Exhibit 4.1 to Registrant's Report on Form 8-K dated July 6, 1998). 4.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 4.2 to Registrant's Report on Form 8-K dated July 6, 1998). 4.3 Indenture, dated as of February 1, 1994, between Registrant and Morgan Guaranty Trust Company of New York, as Trustee, relating to the Debt Securities (incorporated by reference to Exhibit 4.2 to Registrant's Form 10-K for the year ended December 31, 1993). 4.4 First Supplemental Indenture, dated as of February 2, 1994, among Registrant, Morgan Guaranty Trust Company of New York and State Street Bank and Trust Company, as successor Trustee (incorporated by reference to Exhibit 4.3 to Registrant's Form 10-K for the year ended December 31, 1993). 4.5 Rights Agreement dated as of July 21, 1994 between Registrant and Chemical Bank, including form of Rights Certificate (incorporated by reference to Exhibit 4.2 to Registrant's Form 8-K dated July 19, 1994). 4.6 First Amendment dated as of February 8, 1995 to the Rights Agreement (incorporated by reference to Exhibit 4.13 to Registrant's Form 10-K for the year ended December 31, 1994). -2- 4.7 Form of share certificate for common shares of Beneficial Interest of Registrant (incorporated by reference to Registrant's Registration Statement on Form 8-A dated June 23, 1998). 4.8 Form of share certificate for Series A Cumulative Redeemable Preferred Shares of Beneficial Interest of Registrant (incorporated by reference to Registrant's Registration Statement on Form 8-A dated June 23, 1998). 4.9 Form of share certificate for Series B Cumulative Redeemable Preferred Shares of Beneficial Interest of Registrant (incorporated by reference to Registrant's Registration Statement on Form 8-A dated June 23, 1998). 4.10 Form of share certificate for Series C Cumulative Redeemable Preferred Shares of Beneficial Interest of Registrant (incorporated by reference to Registrant's Registration Statement on Form 8-A dated June 23, 1998). 4.11 Form of share certificate for Series D Cumulative Redeemable Preferred Shares of Beneficial Interest of Registrant. -3- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. ARCHSTONE COMMUNITIES TRUST By: /s/ Charles E. Mueller, Jr. --------------------------------- Charles E. Mueller, Jr. Chief Financial Officer Dated: August 4, 1999 -4- EX-4.11 2 FORM OF SHARE CERTIFICATE Exhibit 4.11 [FORM OF PREFERRED SHARE CERTIFICATE] FORMED UNDER THE LAWS Series D Cumulative Redeemable OF THE STATE OF MARYLAND Preferred Shares of Beneficial Interest Par Value $1.00 Per Share CUSIP 039581 50 9 THIS CERTIFICATE IS TRANSFERABLE IN SEE REVERSE FOR IMPORTANT NEW YORK, NY NOTICE ON TRANSFER RESTRICTIONS AND RIDGEFIELD PARK, NJ AND OTHER INFORMATION [ L O G O ] ARCHSTONE COMMUNITIES TRUST This Certifies that is the owner of fully paid and non-assessable Preferred Shares of Beneficial Interest, $1.00 par value per share, of Archstone Communities Trust, a real estate investment trust formed under the laws of the State of Maryland (the "Trust") transferable only on the books of the Trust by the holder hereof in person or by its duly authorized Attorney upon the surrender of this Certificate properly endorsed. The Preferred Shares evidenced by this Certificate are subject to the Bylaws of the Trust and the Declaration of Trust, each as amended from time to time, such Declaration of Trust being filed and of record with the State Department of Assessments and Taxation of Maryland. The holder hereof has no interest, legal or equitable, in any specific property of the Trust. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Trust and the facsimile signatures of its duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED CHASEMELLON SHAREHOLDER SERVICES, L.L.C. Transfer Agent and Registrar AUTHORIZED SIGNATURE SECRETARY [SEAL] CHAIRMAN [FORM OF REVERSE SIDE OF PREFERRED SHARE CERTIFICATE] IMPORTANT NOTICE ---------------- ARCHSTONE COMMUNITIES TRUST THE DECLARATION OF TRUST ON FILE IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND SETS FORTH A FULL STATEMENT OF THE INFORMATION REQUIRED BY SECTION 8-203(d) OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO (A) ALL OF THE DESIGNATIONS, PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION AND OTHER RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND (B) THE AUTHORITY OF THE BOARD OF TRUSTEES TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE BOARD OF TRUSTEES TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OF PREFERRED SHARES. THE TRUST WILL FURNISH A COPY OF SUCH STATEMENT TO ANY HOLDER OF SHARES WITHOUT CHARGE ON REQUEST TO THE SECRETARY OF THE TRUST AT ITS PRINCIPAL PLACE OF BUSINESS. The Preferred Shares represented by this Certificate are subject to restrictions on ownership and Transfer for purposes of the Trust's maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended. Except as otherwise provided pursuant to the Declaration of Trust, no Person may Beneficially Own Shares in excess of 9.8% (or such greater percentage as may be determined by the Board of Trustees) of the number or value of the outstanding Shares of the Trust (unless such Person is an Existing Holder or an Excluded Holder). Any Person who attempts or proposes to Beneficially Own Shares in excess of the above limitations must notify the Trust in writing at least 30 days prior to such proposed or attempted Transfer. In addition, Share ownership by and Transfers of Shares to Non-U.S. Persons and certain Tenants of the Trust are subject to certain restrictions. If the restrictions on Transfer are violated, the Preferred Shares represented hereby shall be designated and treated as Excess Shares which shall be held in trust by the Excess Share Trustee for the benefit of the Charitable Beneficiary. Unless otherwise indicated, all capitalized terms in this legend have the meanings defined in the Declaration of Trust, a copy of which, including the restrictions on Transfer, shall be furnished to each shareholder on request and without charge. The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT --_________Custodian______________ TEN ENT -- as tenants by the (Cust) (Minor) entireties JT TEN -- as joint tenants with Under Uniform Gifts to Minors Act the right of survivorship and not _________________________________ as tenants in common (State) UNIF TRF MIN ACT --_________Custodian_______________ (Cust) (Minor) (until age ______) under Uniform Transfers to Minors Act _________________________________ (State)
Additional abbreviations may also be used though not in the above list. For Value Received, _________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ----------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE) - -------------------------------------------------------------------------------- __________________________________________________________________________Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint_____________________________________________________________________ ________________________________________________________________________Attorney to transfer the said shares on the books of the within named Trust with full power of substitution in the premises. Dated:___________________________ --------------------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate in every particular, without alteration or enlargement or any change whatever. -----END PRIVACY-ENHANCED MESSAGE-----