As filed with the Securities and Exchange Commission on October 23, 2012
Registration No. 333-149648
UNITED STATES
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
Corporate Property Associates 15 Incorporated
(Exact name of registrant as specified in its charter)
| Maryland | 50 Rockefeller Plaza New York, New York 10020 (212) 492-1100 | 52-2298116 | ||
(State or other jurisdiction of incorporation or organization) | (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | (I.R.S. Employer Identification No.) |
Trevor P. Bond
Corporate Property Associates 15 Incorporated
50 Rockefeller Plaza
New York, New York 10020
(212) 492-1100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Kathleen L. Werner, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
Approximate date of commencement of proposed sale to public:
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: x
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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: ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (Registration No. 333-149648) filed by Corporate Property Associates 15 Incorporated (“CPA®:15”) with the Securities and Exchange Commission on March 11, 2008 registering 15,000,000 shares of common stock, par value $0.001 per share, of CPA®:15 relating to the 2008 Amended and Restated Distribution Reinvestment and Stock Purchase Plan (the “Registration Statement”).
Effective September 28, 2012, pursuant to the Agreement and Plan of Merger, dated as of February 17, 2012, by and among CPA®:15, CPA 15 Holdco, Inc., a wholly-owned subsidiary of CPA®:15 (“CPA 15 Holdco”), W. P. Carey & Co. LLC (“W. P. Carey”), W. P. Carey REIT, Inc. (now named W. P. Carey Inc.), a wholly-owned subsidiary of W. P. Carey (“W. P. Carey Inc.”), CPA 15 Merger Sub Inc., an indirect subsidiary of W. P. Carey Inc. (“CPA 15 Merger Sub”), and the other parties thereto, CPA®:15 merged with an indirect wholly-owned subsidiary of CPA®:15, with CPA®:15 surviving the merger as a wholly-owned subsidiary of CPA 15 Holdco, and immediately thereafter, CPA 15 Holdco merged with and into CPA 15 Merger Sub, with CPA 15 Merger Sub surviving the merger as an indirect subsidiary of W. P. Carey Inc. and CPA®:15 becoming a direct subsidiary of CPA 15 Merger Sub and an indirect subsidiary of W. P. Carey Inc (the “Merger”). In the Merger, each issued and outstanding CPA®:15 common stock converted into the right to receive (i) $1.25 in cash and (ii) 0.2326 shares of W. P. Carey Inc. common stock.
As a result of the Merger, CPA®:15 has terminated all offerings of CPA®:15’s securities under the Registration Statement. In accordance with an undertaking made by CPA®:15 in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance which remain unsold at the termination of the offering, CPA®:15 hereby removes from registration all of such securities of CPA®:15 registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 New York, State of New York, on October 23, 2012.
CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED | ||
| By: | /s/ SUSAN C. HYDE | |
| Susan C. Hyde | ||
| Managing Director and Secretary | ||
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 in reliance on Rule 478 of the Securities Act of 1933, as amended.