As filed with the Securities and Exchange Commission on July 24, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PRENTISS PROPERTIES TRUST
(Exact name of Registrant as specified in its charter)
Maryland 75-2661588
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3890 West Northwest Highway 75220
Suite 400 (Zip Code)
Dallas, Texas
(Address of principal executive offices)
Prentiss Properties Trust
Amended and Restated
Trustees' Share Incentive Plan
(Full title of the plan)
Gregory S. Imhoff
Prentiss Properties Trust
3890 West Northwest Highway, Suite 400
Dallas, Texas 75220
(214) 654-0886
(Name and address, including zip code, and
telephone number of agent for service)
Copy to:
Michael E. Dillard, P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4675
(214) 969-2800
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered (1) Per Share (2) Price (2) Fee (3)
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Common Shares of Beneficial
Interest, par value $0.01 per 300,000 $25.59 $7,677,000 $705.36
share (3)
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Preferred Share Purchase Rights (4) N/A(4) N/A(4) None(4)
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(1) 300,000 shares are available for grant under the Amended and Restated
Trustees' Share Incentive Plan. Pursuant to Rule 416 of the Securities Act
of 1933, as amended, this registration statement also relates to such
additional shares as may be issuable as a result of certain adjustments,
including, without limitation, stock dividends and stock splits.
(2) Pursuant to Rule 457(c) and (h), and solely for the purpose of calculating
the applicable registration fee, the proposed maximum offering price per
share for the Common Shares to be registered hereunder has been calculated
as the average of the high and low sales prices of the Common Shares of
Prentiss Properties Trust on July 23, 2002, as reported by the New York
Stock Exchange.
(3) One Preferred Share Purchase Right will be issued with each Common Share.
As no additional consideration will be received for the Preferred Share
Purchase Rights, no registration fee is required with respect to them under
Rule 457(i).
(4) The rights to purchase Junior Participating Cumulative Preferred Shares of
Beneficial Interest, Series B, par value $0.01 per share, are attached to
and trade with the common shares. As no additional consideration will be
received for the rights, no registration fee is required with respect to
them under Rule 457(i). Rule 457(g) of the Securities Act of 1933 does not
require the payment of a registration fee because the Company is
registering the rights in the same registration statement as the securities
being offered pursuant to the rights.
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Incorporation of Documents by Reference
This Registration Statement on Form S-8 registers additional securities of
the same class as other securities for which a Registration Statement on Form
S-8 relating to the same employee benefit plan was filed with the Securities and
Exchange Commission on May 28, 1999. Accordingly, pursuant to General
Instruction E of Form S-8, promulgated under the Securities Act of 1933, as
amended, the contents of the Registration Statement on Form S-8 (File No.
333-79623), filed with the Securities and Exchange Commission on May 28, 1999,
are incorporated herein by reference. Capitalized terms used but not defined
herein shall have the meanings assigned to them in the incorporated document.
Amendment to the Amended and Restated Trustees' Share Incentive Plan
The Amended and Restated Trustees' Share Incentive Plan (the "Plan") of
Prentiss Properties Trust (the "Company") amends and restates the Company's
Trustees' Share Incentive Plan that was adopted by the Company's Board of
Trustees on October 15, 1996 (the "Prior Plan") in that the Plan (i) increases
the number of shares of the Company's common shares, par value $0.01 per share
(the "Common Stock"), available for issuance under the Prior Plan by 300,000
shares, (ii) extends the duration of the Prior Plan by ten (10) years, and (iii)
gives the Board of Trustees of Prentiss Properties Trust broader authority in
terms of the types, amounts, and dates of share grants that it can issue than
were authorized under the Prior Plan;
Interests of Named Experts and Counsel
The validity of the issuance of the Common Shares offered by this
Registration Statement will be passed on by Ballard Spahr Andrews & Ingersoll,
LLP.
Incorporation of Documents by Reference
We incorporate by reference the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 from the date hereof until our offering is
completed.
1. The Company's Annual Report on Form 10-K, File No. 001-14516, for the
year ended December 31, 2001, filed on March 27, 2002;
2. The Company's Quarterly Report on Form 10-Q, file No. 001-14516, for
the quarter ended March 31, 2002, filed on May 15, 2002;
3. The updated description of securities contained in our registration
statement on Form 8-A12B/A, File No. 001-14516, filed on June 27,
2002, under the Securities Exchange Act; including any reports filed
under the Securities Exchange Act for the purpose of updating such
description; and
4. The updated description of securities contained in our registration
statement on Form 8-A12B/A, File No. 001-14516, filed on February 2,
2002, under the Securities Exchange Act; including any reports filed
under the Securities Exchange Act for the purpose of updating such
description.
Exhibits
See Index to Exhibits, attached hereto.
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 Dallas, State of Texas as of July 24, 2002.
PRENTISS PROPERTIES TRUST
By: /s/ Thomas F. August
________________________________________
Thomas F. August
President and Chief Operating Officer
POWER OF ATTORNEY
The undersigned directors and officers of Prentiss Properties Trust
hereby constitute and appoint Thomas F. August and Gregory S. Imhoff, and each
of them, with full power to act without the other and with full power of
substitution and resubstitution, our true and lawful attorneys-in-fact with full
power to execute in our name and behalf in the capacities indicated below any
and all amendments (including post-effective amendments and amendments thereto)
to this Registration Statement and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and hereby ratify and confirm all that such attorneys-in-fact, or
either of them, or their substitutes shall lawfully do or cause to be done by
virtue hereof.
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 as of July 24, 2002.
Name Title
---- -----
/s/ Michael V. Prentiss
_______________________________ Chairman of the Board of Trustees
Michael V. Prentiss
/s/ Thomas F. August
_______________________________ President, Chief Executive Officer and Trustee
Thomas F. August (Principal Executive Officer)
/s/ Michael A. Ernst
_______________________________ Senior Vice President and Chief Financial Officer
Michael A. Ernst (Principal Financial Officer)
/s/ Thomas P. Simon
_______________________________ Senior Vice President and Chief Accounting Officer
Thomas P. Simon (Principal Accounting Officer)
/s/ Thomas J. Hynes, Jr.
_______________________________ Trustee
Thomas J. Hynes, Jr.
/s/ Barry J.C. Parker
_______________________________ Trustee
Barry J.C. Parker
/s/ Leonard M. Riggs, Jr.
_______________________________ Trustee
Leonard M. Riggs, Jr.
/s/ Ronald G. Steinhart
_______________________________ Trustee
Ronald G. Steinhart
/s/ Lawrence A. Wilson
_______________________________ Trustee
Lawrence A. Wilson
INDEX TO EXHIBITS
Exhibit
Number Exhibits
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4.1 Form of Common Share Certificate (filed as Exhibit 4.1 to our
Registration Statement on Amendment No. 1 of Form S-11, File No.
333-09863, and incorporated by reference herein).
4.2 Amended and Restated Declaration of Trust of the Registrant
(filed as Exhibit 3.1 to our Registration Statement on Amendment
No. 1 of Form S-11, File No. 333-09863, and incorporated by
reference herein).
4.3 Amended and Restated Bylaws of the Registrant (filed as Exhibit
3.2 to our Report on Form 10-K, filed March 27, 2002, File No.
001-14316, and incorporated by reference herein).
4.4 Articles Supplementary, dated February 17, 1998, Classifying and
Designating a Series of Preferred Shares of Beneficial Interest
as Junior Participating Cumulative Preferred Shares of
Beneficial Interest, Series B, and Fixing Distribution and Other
Preferences and Rights of such Shares (filed as an Exhibit to
our Registration Statement on Form 8-A, filed on February 17,
1998, File No. 000-23813 and incorporated by reference herein).
4.5 Articles Supplementary, dated June 25, 1998, Classifying and
Designating a Series of Preferred Shares of Beneficial Interest
as Series B Cumulative Redeemable Perpetual Preferred Shares of
Beneficial Interest and Fixing Distribution and Other
Preferences and Rights of such Shares (included as Exhibit 3.5
to our Form 10-Q, filed on August 12, 1998, File No. 001-14516).
4.6 Articles Supplementary, dated March 20, 2001 (filed as an
Exhibit 3.6 to our Report on Form 10-K, filed March 27, 2001,
File No. 001-14516, and incorporated by reference herein).
4.7 Articles Supplementary Classifying and Designating a Series of
Preferred Shares of Beneficial Interest as Series D Cumulative
Convertible Redeemable Preferred Shares of Beneficial Interest
and Fixing Distribution and Other Preferences and Rights of such
Shares, dated March 20, 2001 (filed as an Exhibit 3.7 to our
Report on Form 10-K, filed on March 27, 2001, File No.
001-14516, and incorporated by reference herein).
4.8 Articles Supplementary, dated January 4, 2002, (filed as
Exhibit 3.7 to our Report on Form 10-K, filed on March 27, 2002,
File No. 001-14516, and incorporated by reference herein).
4.9 Form of Common Share Certificate (filed as Exhibit 4.1 to our
Registration Statement on Amendment No. 1 of Form S-11, File
No. 333-09863, and incorporated by refe
4.10 Amended and Restated Rights Agreement dated January 22,
2002, between Prentiss Properties Trust and EquiServe Trust
Company, N.A., as Rights Agent (filed as Exhibit 1 to Amendment
No. 2 to our Registration Statement on Form 8-A, filed on
February 6, 2002, File No. 000-014516).
4.11 First Amendment, dated June 26, 2002, to the Amended and
Restated Rights Agreement between Prentiss Properties Trust and
Equiserve Trust Company, N.A. as Rights Agent (filed as Exhibit
2 to Amendment No. 3 to our Registration Statement on Form 8-A,
filed on June 27, 2002, File No. 000-014516).
*4.12 Amended and Restated Trustees' Share Incentive Plan, dated
May 15, 2002.
*5 Opinion of Ballard, Spahr, Andrews & Ingersoll, LLP.
*23.1 Consent of PricewaterhouseCoopers LLP.
*23.2 Consent of Ballard, Spahr, Andrews & Ingersoll, LLP (included
in Exhibit 5)
*24 Power of Attorney (included on signature page of this
Registration Statement).
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* Filed herewith