SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WILSHIRE REAL ESTATE INVESTMENT INC.
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(Exact name of registrant as specified in its charter)
Maryland 91-1851535
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(State of incorporation or (IRS Employer Identification No.)
organization)
1310 SW 17th Street, Portland, Oregon 97201
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
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On December 15, 1999, the Board of Directors of Wilshire Real Estate
Investment Inc. (the "Corporation") declared a dividend distribution of one
right (a "Right") to purchase one one-tenth of a share of the Common Stock,
$0.0001 par value, of the Corporation (the "Common Shares") for each outstanding
share of Common Stock, payable to the stockholders of record on January 3, 2000
(the "Record Date"). The Board of Directors also authorized and directed the
issuance of one Right with respect to each Common Share issued thereafter until
the Distribution Date (as defined below) and, in certain circumstances, with
respect to Common Shares issued after the Distribution Date. Except as set forth
below, each Right, when it becomes exercisable, entitles the registered holder
to purchase from the Corporation one one-tenth of a Common Share at a price of
$15.00 per whole Common Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Corporation and The Bank of New York, as Rights
Agent (the "Rights Agent"), dated as of December 23, 1999.
Initially, the Rights will be attached to all certificates representing
Common Shares then outstanding, and no separate Right Certificates will be
distributed. The Rights will separate from the Common Shares upon the earliest
to occur of (i) a person or group of affiliated persons having acquired
beneficial ownership of 5% or more of the outstanding Common Shares (except
pursuant to a Permitted Offer, as hereinafter defined) or a person or group of
affiliated persons which had prior to December 23, 1999 acquired beneficial
ownership of 5% or more of the outstanding Common Shares and thereafter
increases its ownership interest by 1% or more of the then outstanding Common
Shares (other than as a result of a Permitted Offer) or (ii) 10 days (or such
later date as the Board of Directors may determine) following the commencement
of, or announcement of an intention to make, a tender offer or exchange offer
the consummation of which would result in a person or group becoming an
Acquiring Person (as hereinafter defined) (the earliest of such dates being
called the "Distribution Date"). A person or group whose acquisition of Common
Shares causes a Distribution Date pursuant to clause (i) above is an "Acquiring
Person." The date that a person or group becomes an Acquiring Person is the
"Shares Acquisition Date." A person who acquires Common Shares pursuant to a
tender or exchange offer which is for all outstanding Common Shares at a price
and on terms which a majority of the Board of Directors determines (prior to
acquisition) to be adequate and in the best interests of the Corporation and its
stockholders (other than such person, its affiliates and associates) or a person
who acquires Common Shares or other securities of the Corporation or a
subsidiary at a price and on terms determined by the Board of Directors to be
reasonable in their business judgement (taking into account all factors that
such directors deem relevant, including the impact on the Corporation's net
operating loss carry forwards) (a "Permitted Offer") will not be deemed to be an
Acquiring Person and such person's ownership will not constitute a Distribution
Date.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record
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Date upon the transfer or new issuance of Common Shares will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any certificates for Common Shares outstanding as of the Record Date, even
without such notation or a copy of this Summary of Rights being attached
thereto, will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. Unless previously exercised, as
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date (and
to each initial record holder of certain Common Shares issued after the
Distribution Date), and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date, and will
expire at the close of business on December 23, 2009, unless earlier redeemed by
the Corporation as described below.
On and after the Distribution Date, each holder of Rights (other than
Rights that have become void as described below) will thereafter have the right
(the "Flip-In Right") to receive, upon exercise of such Rights, the number of
Common Shares (or, in certain circumstances, other securities of the
Corporation) having a value (immediately prior to such triggering event) equal
to two times the aggregate exercise price of such Rights ; provided, however, in
the event that a Person has become an Acquiring Person on the Shares Acquisition
Date, (1) the Rights (which shall not include Rights that have become void as
described below) shall be deemed to be automatically exercised on the Shares
Acquisitions Date, (2) each Holder will be entitled to receive Common Shares of
the Corporation at an exchange ratio of one Common Share (or a lesser ratio in
certain limited circumstances) per Right, subject to adjustment in certain cases
(such exchange ratio being hereinafter referred to as the "Exchange Ratio"), in
lieu of paying the Purchase Price and receiving the Common Shares otherwise
provided herein, and (3) no Rights Certificates will be distributed in respect
thereof. The Board, at its option, may exchange each Right (other than those
that have become void as described below) for one Common Share in lieu of the
Flip-In Right, provided no person is the beneficial owner of 50% or more of the
Common Shares at the time of such exchange. Notwithstanding the foregoing,
following the occurrence of the event described above, all Rights that are or
(under certain circumstances specified in the Rights Agreement) were
beneficially owned by any Acquiring Person or any affiliate thereof will be null
and void.
In the event that, at any time following the Shares Acquisition Date, (i)
the Corporation is acquired in a merger or other business combination
transaction in which the holders of all of the outstanding Common Shares
immediately prior to the consummation of the transaction are not the holders of
all of the surviving corporation's voting power, or (ii) more than 50% of the
Corporation's assets or earning power is sold or transferred, then each holder
of Rights (except Rights which previously have been voided as set forth above)
shall thereafter have the right (the "Flip-Over Right") to receive, upon
exercise of such Rights, common shares of the acquiring company having a value
equal to two times the aggregate exercise price of the Rights; provided,
however, that the Flip Over Right shall not apply to any transaction described
in clause (i) if (x) such transaction is with a person or persons (or a wholly
owned subsidiary of any such person or
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persons) that acquired Common Shares pursuant to a Permitted Offer and (y) the
price and form of consideration offered in such transaction is the same as that
paid to all holders of Common Shares whose shares were purchased to the
Permitted Offer. The holder of a Right will continue to have the Flip-Over Right
whether or not such holder exercises or surrenders the Flip-In Right.
The Purchase Price payable, and the number of Common Shares or other
securities issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common Shares, (ii) upon
the grant to holders of the Common Shares of certain rights or warrants to
subscribe for or purchase Common Shares at a price, or securities convertible
into Common Shares with a conversion price, less than the then current market
price of the Common Shares, or (iii) upon the distribution to holders of the
Common Shares of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above). Notwithstanding the foregoing, in the event that the
Corporation declares a dividend per share (whether cash, securities, rights or
other distribution) in respect of the Common Shares for holders as of a record
date (the "Dividend Record Date") and if Rights become exercisable
(automatically or otherwise) and are exercised after the date of such
declaration but prior to the Dividend Record Date, the aggregate amount (or
number of securities or other rights) of such dividend shall remain the same and
the per share dividend shall be reduced to reflect the increased number of
Common Shares outstanding following such exercise of Rights.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Common Shares will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Shares on the last trading day prior to the date of exercise.
At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Corporation may
redeem the Rights in whole, but not in part, at a price of $.001 per Right (the
"Redemption Price"), which redemption shall be effective at such time, on such
basis and with such conditions as the Board of Directors may establish in its
sole discretion. The Corporation may, at its option, pay the Redemption Price in
Common Shares.
All of the provisions of the Rights Agreement may be amended by the Board
of Directors prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to cure
any ambiguity, defect or inconsistency, to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), or, subject to certain limitations, to shorten or lengthen
any time period under the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Corporation, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to stockholders of the Corporation, stockholders may, depending
upon the circumstances, recognize taxable income should the Rights become
exercisable or upon the occurrence of certain events thereafter.
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The Rights will help protect the Corporation's net operating loss carry
forwards and have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors, as the Rights may be redeemed by the Corporation at $.001
per Right prior to the time that a person or group becomes an Acquiring Person.
The Rights Agreement, dated as of December 23, 1999, between the
Corporation and The Bank of New York, as Rights Agent, specifying the terms of
the Rights is attached hereto as an exhibit and is incorporated herein by
reference. The foregoing description of the Rights is qualified in its entirety
by reference to such exhibit.
Item 2. Exhibits.
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1. Rights Agreement dated as of December 23, 1999 between Wilshire Real
Estate Investment Inc. and The Bank of New York with the form of Right
Certificate attached as Exhibit A thereto and the Summary of Rights to
Purchase Shares attached as Exhibit B thereto. Pursuant to the Rights
Agreement, printed Right Certificates will generally not be mailed
until as soon as practicable after the earlier of the date of public
announcement that a person or group has become an Acquiring Person or
the tenth day (or such later date as may be determined by action of
the Corporation's Board of Directors) after a person commences or
announces its intention to commence a tender or exchange offer the
consummation of which would result in the beneficial ownership by a
person or group of 5% or more of the Common Shares.
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SIGNATURE
Pursuant to the requirement of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated:December 23, 1999
WILSHIRE REAL ESTATE INVESTMENT INC.
By: /s/ Lawrence A. Mendelsohn
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Name: Lawrence A. Mendelsohn
Title: President
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EXHIBIT LIST
Rights Agreement dated as of December 23, 1999 between Wilshire Real
Estate Investment Inc. and The Bank of New York, the form of Right Certificate
as Exhibit A and the Summary of Rights to Purchase Shares as Exhibit B. Pursuant
to the Rights Agreement, printed Right Certificates will generally not be mailed
until as soon as practicable after the earlier of the date of public
announcement that a person or group has become an Acquiring Person or the tenth
day (or such later date as may be determined by action of the Corporation's
Board of Directors) after a person commences or announces its intention to
commence a tender or exchange offer the consummation of which would result in
the beneficial ownership by a person or group of 5% or more of the Common
Shares.
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