As filed with the Securities and Exchange Commission on June 7, 2001
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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GREAT LAKES REIT
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 36-4238056
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
823 COMMERCE DRIVE, SUITE 300
OAK BROOK, ILLINOIS 60523
(Address of Principal Executive Offices)
EQUITY AND PERFORMANCE INCENTIVE PLAN
(AS AMENDED AND RESTATED AS OF FEBRUARY 28, 2001)
(Full Title of the Plan)
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RICHARD L. RASLEY
EXECUTIVE VICE PRESIDENT, CO-GENERAL COUNSEL AND SECRETARY
GREAT LAKES REIT
823 COMMERCE DRIVE, SUITE 300
OAK BROOK, ILLINOIS 60523
(Name and Address of Agent For Service)
(630) 368-2900
(Telephone Number, Including Area Code, of Agent For Service)
WITH A COPY TO:
TIMOTHY J. MELTON
JONES, DAY, REAVIS & POGUE
77 WEST WACKER
CHICAGO, ILLINOIS 60601-1692
(312) 782-3939
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Aggregate
Amount To Be Price Offering Amount Of
Title Of Securities To Be Registered Registered Per Share(1) Price(1) Registration Fee(2)
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Common Shares of Beneficial Interest, par value
$.01 per share 1,088,090 shares $17.28 $17,280,000 $4,320
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act, on the basis of the average of high and low sale prices of
the shares of Common Shares of Beneficial Interest, par value $.01 per
share, of the Company, on the New York Stock Exchange on May 31, 2001.
(2) An aggregate of 55,590 Common Shares of Beneficial Interest are being
carried forward from Registration Statement No. 333-56617 (as amended
pursuant to Post-Effective Amendment No. 1 filed on July 29, 1998). In
connection with Registration Statement No. 333-56617, registration fees of
approximately $288 were previously paid. An aggregate of 32,500 Common
Shares of Beneficial Interest are being carried forward from Registration
Statement No 333-56619 (as amended pursuant to Post-Effective Amendment No.
1 filed on July 29, 1998). In connection with Registration Statement No.
333-56619, registration fees of approximately $168 were previously paid.
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PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT CONTAINS A COMBINED PROSPECTUS THAT ALSO RELATES TO (i) 55,590
COMMON SHARES OF BENEFICIAL INTEREST REGISTERED UNDER A REGISTRATION
STATEMENT ON FORM S-8 (FILE NO. 333-56617), WHICH BECAME EFFECTIVE ON JUNE
11, 1998 (AS AMENDED PURSUANT TO POST-EFFECTIVE AMENDMENT NO. 1 FILED ON JULY
29, 1998), AND (ii) 32,500 COMMON SHARES OF BENEFICIAL INTEREST REGISTERED
UNDER A REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-56619), WHICH BECAME
EFFECTIVE ON JUNE 11, 1998 (AS AMENDED PURSUANT TO POST-EFFECTIVE AMENDMENT
NO. 1 FILED ON JULY 29, 1998), WHICH SECURITIES HAVE NOT BEEN OFFERED OR
SOLD AS OF THE DATE OF THE FILING OF THIS REGISTRATION STATEMENT (THE
"PREVIOUSLY REGISTERED SECURITIES"). THIS REGISTRATION STATEMENT CONSTITUTES
POST-EFFECTIVE AMENDMENT NO. 2 TO EACH OF REGISTRATION STATEMENT NO.
333-56617 AND REGISTRATION STATEMENT NO. 333-56619, PURSUANT TO WHICH THE
TOTAL AMOUNT OF UNSOLD PREVIOUSLY REGISTERED SECURITIES REGISTERED ON
REGISTRATION STATEMENT NO. 333-56617 AND REGISTRATION STATEMENT NO.
333-56619, MAY BE OFFERED AND SOLD AS COMMON SHARES OF BENEFICIAL INTEREST.
IN THE EVENT THAT ANY OF SUCH PREVIOUSLY REGISTERED SECURITIES ARE OFFERED
AND SOLD PRIOR TO THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, THE
AMOUNT OF SUCH PREVIOUSLY REGISTERED SECURITIES SO SOLD WILL NOT BE INCLUDED
IN THE PROSPECTUS HEREUNDER.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted form this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Great Lakes REIT (the "Company" or the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:
o The Company's Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the Commission on March 27,
2001;
o The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001, filed with the Commission on May 11,
2001; and
o The description of the Company's common shares of beneficial
interest, par value $.01 per share (the "Common Shares"),
contained in the Company's Registration Statement on Form 8-A,
filed with the Commission on July 16, 1998 (File No.
001-14307), including any amendment or report filed for the
purpose of updating that description.
All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment indicating that all securities offered under this
Registration Statement have been sold, or deregistering all securities then
remaining unsold, are also incorporated by reference and shall be a part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superceded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Maryland law permits a Maryland real estate investment trust to include
in its declaration of trust a provision limiting the liability of its trustees
and officers to the trust and its shareholders for money damages except for
liability resulting from (a) actual receipt of an improper benefit or profit in
money, property or services or (b) active and deliberate dishonesty established
by a final judgment as being material to the cause of action. The Company's
Amended and Restated Declaration of Trust (the "Declaration of Trust") contains
such a provision that eliminates such liability to the maximum extent permitted
by Maryland law.
The Declaration of Trust authorizes the Company, to the maximum extent
permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former trustee or officer or (b) any individual who, while a
trustee of the Company and at the request of the Company, serves or has served
another real estate investment trust, corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a trustee, director,
officer or partner of such real estate investment trust, corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
from and against any claim or liability to which such person may become subject
or that such person may incur by reason of his status as a present or former
trustee or officer of the Company. The Company's bylaws (the "Bylaws") obligate
it, to the maximum extent permitted by Maryland law, to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former trustee or officer who is made a party to the
proceeding by reason of his service in that capacity or (b) any individual who,
while a trustee of the Company and at the request of the Company, serves or has
served another real estate investment trust, corporation partnership, joint
venture, trust, employee benefit plan or any other enterprise as a trustee,
director, officer or partner of such real estate investment trust, corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise and
who is made a party to the proceeding by reason of his service in that capacity,
against any claim or liability to which he may become subject by reason of such
status. The Declaration of Trust and Bylaws also permit the Company to indemnify
and advance expenses to any person who served a predecessor of the Company in
any of the capacities described above and to any employee or agent of the
Company or a predecessor of the Company. The Bylaws require the Company to
indemnify a trustee or officer who has been successful, on the merits or
otherwise, in the defense of any proceeding to which he is made a party by
reason of his service in that capacity.
Maryland law permits a Maryland real estate investment trust to
indemnify and advance expenses to its trustees, officers, employees and agents
to the same extent as is permitted by the Maryland General Corporation Law, as
amended ("MGCL") for directors and officers of
Maryland corporations. The MGCL permits a corporation to indemnify its present
and former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation or for a judgment of liability on the basis that
personal benefit was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, the MGCL permits a
corporation to advance reasonable expenses to a director or officer upon the
corporation's receipt of (a) a written affirmation by the director or officer of
his good faith belief that he has met the standard of conduct necessary for
indemnification by the corporation and (b) a written undertaking by him or on
his behalf to repay the amount paid or reimbursed by the corporation if it shall
ultimately be determined that the standard of conduct was not met.
The Company has in effect insurance policies in the amount of
$5,000,000 covering all of the Company's trustees and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Amended and Restated Declaration of Trust of the Company (incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-4 (File No. 333-56167) (the "S-4")).
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the S-4).
4.3 Great Lakes REIT Equity and Performance Incentive Plan (as amended and restated as of February
28, 2001).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included in the signature page of this Registration Statement).
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) 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;
(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 end 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)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3, Form S-8
or Form F-3, and 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 Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, 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 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 June 7, 2001.
GREAT LAKES REIT
By: /s/ Richard L. Rasley
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Richard L. Rasley
EXECUTIVE VICE PRESIDENT, CO-GENERAL
COUNSEL AND SECRETARY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature
appears immediately below constitutes and appoints Richard A. May and Richard
L. Rasley, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and registration statements filed pursuant to Rule 462 under the
Securities Act of 1933, and to file the same with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
/s/ James J. Brinkerhoff Trustee June 7, 2001
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James J. Brinkerhoff
/s/ Matthew S. Dominski Trustee June 7, 2001
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Matthew S. Dominski
/s/ James Hicks Senior Vice President - Finance, June 7, 2001
- ------------------------------------ Chief Financial Officer and
James Hicks Treasurer (Principal Financial and
Accounting Officer)
/s/ Patrick R. Hunt President, Chief Operating Officer June 7, 2001
- ------------------------------------ and Trustee
Patrick R. Hunt
Trustee
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Daniel E. Josephs
/s/ Daniel P. Kearney Trustee June 7, 2001
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Daniel P. Kearney
/s/ Richard A. May Chairman of the Board, Chief June 7, 2001
- ------------------------------------ Executive Officer and Trustee
Richard A. May (Principal Executive Officer);
/s/ Donald E. Phillips Trustee June 7, 2001
- ------------------------------------
Donald E. Phillips
EXHIBIT INDEX
4.1 Amended and Restated Declaration of Trust of the Company (incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-4 (File No. 333-56167) (the "S-4")).
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the S-4).
4.3 Great Lakes REIT Equity and Performance Incentive Plan (as amended and restated as of February
28, 2001).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included in the signature page of this Registration Statement).