-----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, SqVS0f51aG/ai0O7/MRbNPBq1rOwroAZcYU1pjIgwlPCdNDgmqq1UGPo+5h8IRZB qt4RO9t+L7/q1QVw1aSNmg== 0000928385-02-003455.txt : 20021101 0000928385-02-003455.hdr.sgml : 20021101 20021101125259 ACCESSION NUMBER: 0000928385-02-003455 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021101 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAUL CENTERS INC CENTRAL INDEX KEY: 0000907254 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521833074 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12254 FILM NUMBER: 02806303 BUSINESS ADDRESS: STREET 1: 8401 CONNECTICUT AVE CITY: CHEVY CHASE STATE: MD ZIP: 20815 BUSINESS PHONE: 3019866207 MAIL ADDRESS: STREET 1: 8401 CONNECTICUT AVE CITY: CHEVY CHASE STATE: MD ZIP: 20815 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2002 Saul Centers, Inc. (Exact name of registrant as specified in its charter) Maryland 1-12254 52-1833074 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 7501 Wisconsin Avenue, Suite 1500, Bethesda, Maryland 20814-6522 - --------------------------------------------------------- ----------------- (Address of Principal Executive Offices) (Zip Code) (301) 986-6200 ----------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits. (c) Exhibits The exhibits listed in the following index relate to the Registration Statement on Form S-3 (No. 333-85254), of the registrant and are filed herewith for incorporation by reference in such Registration Statement. Exhibit No. Description 99 Form of Authorization Form SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SAUL CENTERS, INC. By: /s/ Scott V. Schneider ---------------------- Scott V. Schneider Senior Vice President and Chief Financial Officer Dated: November 1, 2002 EXHIBIT INDEX Exhibit No. Description 99 Form of Authorization Form EX-99 3 dex99.txt AUTHORIZATION FORM EXHIBIT 99 [LETTERHEAD OF SAUL CENTERS, INC.] DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN AUTHORIZATION FORM STEP # 1: If you wish to enroll your stock dividend, partnership distribution, or both in the Plan, you must check one or both of the boxes below and then proceed to Steps 2 and 3, as appropriate. By checking one or both boxes, you also consent to the authorization statement in the paragraph below. If you do not wish to enroll any dividends or distributions in the Plan, do not check either box and discard this Authorization Form. [_] Common Stock holders: I hereby enroll in the Plan the dividends on my shares of Common Stock as designated below in Step # 2. [_] Partnership Interest holders: I hereby enroll in the Plan the cash distributions on my Partnership Interest as designated below in Step # 3. Pursuant to the Dividend Reinvestment and Stock Purchase Plan of Saul Centers, Inc. (the "Plan"), I hereby authorize Saul Centers, Inc. (the "Company") to appoint Continental Stock Transfer & Trust Company as my agent to receive any cash dividends and/or cash partnership distributions that hereafter become payable to me on the shares of Common Stock and/or the Partnership Interest as specifically designated below. I further authorize Continental Stock Transfer & Trust Company to apply such dividends and/or partnership distributions to the purchase of full shares and fractional interests in shares of the Company's Common Stock, as set forth below. Capitalized terms not otherwise defined in this form shall have the same meaning as in the Plan. STEP # 2: If you have elected to enroll your Common Stock, please select one of the following boxes: [_] Full Dividend Reinvestment. I authorize the automatic investment of all the cash dividends on all the shares of Common Stock registered in my name to purchase Common Stock. [_] Partial Dividend Reinvestment. I authorize the automatic investment of all the cash dividends on the following shares of Common Stock registered in my name to purchase Common Stock: STEP #3: If you have elected to enroll your Partnership Interest, please select one of the following boxes: [_] Full Distribution Investment. I authorize the automatic investment of all the cash distributions on the Partnership Interest registered in my name to purchase Common Stock / Partnership Units (select either stock or units by circling). [_] Partial Distribution Investment. I authorize the automatic investment ________% of the cash distributions on the Partnership Interest registered in my name to purchase Common Stock / Partnership Units (select either stock or units by circling). I understand that, if I select one or both of the investment options, all cash dividends paid on the whole or fractional shares of Common Stock purchased pursuant to the Plan will be reinvested automatically to purchase additional Common Stock or Partnership Units. I further understand that the purchases authorized above will be made under the terms and conditions of the Plan and that I may revoke this authorization at any time by notifying Continental Stock Transfer & Trust Company, in writing, of my desire to terminate my participation. RETURN THIS FORM ONLY IF YOU WISH TO PARTICIPATE IN THE PLAN _________________________________ _____________________________ Please Print Name (s) as Shown on Signature (s) Stock Certificate or on Exhibit A to the Agreement of Limited Partnership of Saul Holdings Limited Partnership _________________________________ _____________________________ Address Signature (s) _________________________________ ______________ _________________________ City State Zip Date Social Security or Tax Identification Number _________________________________ Telephone Number -----END PRIVACY-ENHANCED MESSAGE-----