SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 23, 1998
Great Lakes REIT
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(Exact Name of Registrant as Specified in Charter)
Maryland 1-14307 36-4238056
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
823 Commerce Drive, Suite 300, Oak Brook, Illinois 60523
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (630) 368-2929
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On December 23, 1998, Great Lakes REIT (the "Company") consummated an
underwritten public offering (the "Offering") of 1,500,000 shares of the
Company's 9-3/4% Series A Cumulative Redeemable Preferred Shares of
Beneficial Interest, par value $.01 per share ("Series A Preferred Shares"),
at a price per share of $25.00. Dividends on the Series A Preferred Shares
are cumulative from the date of original issuance and are payable quarterly,
commencing March 1, 1999, at the rate of 9-3/4% per annum of the liquidation
preference (equivalent to a fixed annual amount of $2.4375 per share). The
Company may redeem the Series A Preferred Shares at any time on or after
December 16, 2003 at a price of $25.00 per share plus all accrued and unpaid
dividends through the date of redemption. The Offering was made pursuant to a
Prospectus Supplement dated December 16, 1998 that supplements the Company's
Prospectus dated December 16, 1998 and that relates to the Company's
Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (SEC File
No. 333-49499). The Underwriting Agreement related to the Offering is being
filed as an exhibit hereto.
Additional information with respect to the transaction described herein is
set forth in the exhibits hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
Exhibit
Number Exhibit
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1.1 Underwriting Agreement, dated December 16, 1998, among the
Company and A.G. Edwards & Sons, Inc., Wheat First Union, a
division of Wheat First Securities, Inc., and EVEREN
Securities, Inc.
3.1 Articles Supplementary establishing the rights and
preferences of the Company's Series A Preferred Shares
(Incorporated by reference to Exhibit 1 to the Company's
Form 8-A Registration Statement filed on December 16, 1998.)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the
validity of the Series A Preferred Shares.
10.1 Fourth Amendment to the Amended and Restated Agreement of
Limited Partnership of Great Lakes REIT, L.P.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included
in Exhibit 5.1).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
GREAT LAKES REIT
By: /s/ James Hicks
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Name: James Hicks
Title: Senior Vice President, Chief Financial
Officer and Treasurer
Dated: December 23, 1998
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
1.1 Underwriting Agreement, dated December 16, 1998, among the
Company and A.G. Edwards & Sons, Inc., Wheat First Union, a
division of Wheat First Securities, Inc. and EVEREN Securities,
Inc.
3.1 Articles Supplementary establishing the rights and preferences of
the Company's Series A Preferred Shares (Incorporated by
reference to Exhibit 1 to the Company's Form 8-A Registration
Statement filed on December 16, 1998.)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the
validity of the Series A Preferred Shares.
10.1 Fourth Amendment to the Amended and Restated Agreement of Limited
Partnership of Great Lakes REIT, L.P.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.1).