As filed with the Securities and Exchange Commission on July 29, 1998
Registration No. 333-56619
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
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
Incorporation or Organization) Identification No.)
823 COMMERCE DRIVE, SUITE 300, OAK BROOK, ILLINOIS 60523
(Address, Including Zip Code, of Principal Executive Offices)
GREAT LAKES REIT AMENDED AND RESTATED
1997 EQUITY AND PERFORMANCE INCENTIVE PLAN
(Full Title of the Plan)
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)
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Pursuant to Rule 414(d) under the Securities Act of 1933, the Registrant,
as the successor issuer to Great Lakes REIT, Inc., hereby adopts Great Lakes
REIT, Inc.'s Registration Statement on Form S-8 (Commission File No.
333-56619) as its own Registration Statement for all purposes of the
Securities Act of 1933 and the Securities Exchange Act of 1934.
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 from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 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 that have been filed by Great Lakes REIT (the
"Company," which term shall include its predecessor) with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(3) The Company's Current Report on Form 8-K/A dated February 6, 1998,
filed with the Commission on February 20, 1998; the Company's Current
Report on Form 8-K dated April 17, 1998, filed with the Commission on
April 20, 1998; the Company's Current Report on Form 8-K filed with
the Commission on April 24, 1998; the Company's Current Report on
Form 8-K dated May 22, 1998, filed with the Commission on June 4,
1998; the Company's Current Report on Form 8-K/A dated June 18, 1998,
filed with the Commission on June 19, 1998; and the Company's Current
Report on Form 8-K/A dated June 24, 1998, filed with the Commission on
June 24, 1998; and
(4) The description of the Company's common shares of beneficial interest,
par value $.01 per share (the "Common Shares"), set forth in the
Company's Registration Statement on Form 8-A filed with the Commission
on July 16, 1998, including any amendment or report filed for the
purpose of updating that description.
All documents that shall be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") subsequent to the filing
of this registration statement and prior to the filing of a post-effective
amendment indicating that all securities offered have been sold or
deregistering all securities then remaining unsold thereunder shall be deemed
to be incorporated herein by reference and shall be deemed to be a part
hereof from the date of filing thereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. (The Common Shares are registered under Section 12 of
the Exchange Act.)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF TRUSTEES 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, Commission 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 Registration Rights Agreement, dated as of August 20, 1996, by and
among the Company, Fortis Benefits Insurance Company, Morgan Stanley
Institutional Fund, Inc. - U.S. Real Estate Portfolio, Morgan Stanley
SICAV Subsidiary SA, Wellsford Karpf Zarrilli Ventures, L.L.C., Logan,
Inc. and Pension Trust Account No. 104972 Held by Bankers Trust
Company as Trustee (incorporated by reference to Exhibit 2 to the
Company's Current Report on Form 8-K dated August 28, 1996).
4.4 Great Lakes REIT Amended and Restated 1997 Equity and Performance
Incentive Plan.
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the validity
of the securities registered hereunder.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (set forth in their
opinion filed as Exhibit 5 to this Registration Statement).
23.2 Consent of Ernst & Young LLP.
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 of 1933;
(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 or Form S-8, 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 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
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
Post-Effective Amendment No. 1 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on this 28th day of July 1998.
GREAT LAKES REIT
By: /s/ Richard L. Rasley
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Richard L. Rasley
Executive Vice President, Co-General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ Richard A. May Chairman of the Board July 28, 1998
- ------------------------- of Trustees and Chief Executive
Richard A. May Officer (Principal Executive
Officer); Trustee
/s/ Patrick R. Hunt President, Chief Operating July 28, 1998
- ------------------------- Officer and Trustee
Patrick R. Hunt
/s/ James Hicks Senior Vice President - Finance, July 28, 1998
- ------------------------- Chief Financial Officer and
James Hicks Treasurer (Principal Financial
and Accounting Officer)
* Trustee
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James J. Brinkerhoff
* Trustee
- -------------------------
Daniel E. Josephs
* Trustee
- -------------------------
Daniel P. Kearney
* Trustee
- -------------------------
Edward Lowenthal
* Trustee
- -------------------------
Donald E. Phillips
* This Post-Effective Amendment No. 1 to Registration Statement has been
signed on behalf of the above-named trustees of the Company by Richard L.
Rasley, Executive Vice President, Co-General Counsel and Secretary of the
Company, as attorney-in-fact pursuant to a power of attorney previously
filed with the Securities and Exchange Commission.
DATED: July 28, 1998 By: /s/ Richard L. Rasley
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Richard L. Rasley, Attorney-in-Fact
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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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, Commission 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 Registration Rights Agreement, dated as of August 20, 1996, by
and among the Company, Fortis Benefits Insurance Company,
Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate
Portfolio, Morgan Stanley SICAV Subsidiary SA, Wellsford Karpf
Zarrilli Ventures, L.L.C., Logan, Inc. and Pension Trust
Account No. 104972 Held by Bankers Trust Company as Trustee
(incorporated by reference to Exhibit 2 to the Company's
Current Report on Form 8-K dated August 28, 1996).
4.4 Great Lakes REIT Amended and Restated 1997 Equity and
Performance Incentive Plan.
5 Opinions of Ballard Spahr Andrews & Ingersoll, LLP as to the
validity of the securities registered hereunder.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (set forth
in their opinion filed as Exhibit 5 to this Registration
Statement).
23.2 Consent of Ernst & Young LLP.