As filed with the Securities and Exchange Commission on August 5, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
(Exact Name of Registrant as Specified in Its Charter)
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Pennsylvania 23-6216339
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1997 STOCK OPTION PLAN
(Full Title of Plan)
Bruce Goldman
Senior Vice President - General Counsel
The Bellevue, 200 S. Broad Street The Bellevue, 200 S. Broad Street
Philadelphia, Pennsylvania 19102 Philadelphia, Pennsylvania 19102
(215) 875-0700 (215) 875-0700
(Address, Including Zip Code, and Telephone Number, (Name, Address, Including Zip Code, and Telephone
Including Area Code, of Registrant's Principal Executive Offices) Number, Including Area Code, of Agent for Service)
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Copy to:
Howard A. Blum, Esquire
Drinker Biddle & Reath LLP
One Logan Square, 18th & Cherry Streets
Philadelphia, Pennsylvania 19103-6996
(215) 988-2700
CALCULATION OF REGISTRATION FEE
======================================= ======================= ========================== ========================= ===============
Amount Proposed Maximum Proposed Maximum Amount of
Title of Shares to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price(1) Fee
--------------------------------------- ----------------------- -------------------------- ------------------------- ---------------
Shares of Beneficial Interest, 382,500 $25.41 $9,706,620 $893
$1.00 par value (and associated
rights)
======================================= ======================= ========================== ========================= ===============
(1) Calculated pursuant to Rule 457(h).
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended, is not required to be filed with the Securities and Exchange
Commission and is omitted from this registration statement in accordance with
the explanatory note to Part I of Form S-8 and Rule 428 under the Securities
Act.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate by reference into this registration statement
the documents listed below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act:
1. Our Annual Report on Form 10-K for the calendar year ended
December 31, 2001, filed on March 28, 2002.
2. Our Quarterly Report on Form 10-Q for the quarter ended March
31, 2002, filed on May 14, 2002.
3. Our Current Reports on Form 8-K dated April 4, 2002, filed on
April 11, 2002 (as amended by Form 8-K/A filed on April 30,
2002), dated June 28, 2002, filed on July 25, 2002 and dated
July 16, 2002, filed on July 19, 2002.
4. The description of our shares contained in the registration
statement on Form 8-A filed on October 24, 1997 (amended
November 13, 1997 and again on December 17, 1997) and the
description of the rights to purchase our shares contained in
the registration statement on Form 8-A filed on May 3, 1999.
On July 19, 2002, we filed a Current Report on Form 8-K
indicating that we had terminated Arthur Andersen LLP as our auditors and
engaged a new auditing firm. Arthur Andersen has not consented to the
incorporation by reference of their reports in this registration statement, and
we have dispensed with the requirement to file their consent in reliance on Rule
437a under the Securities Act. Because Arthur Andersen has not consented to the
incorporation by reference of their reports in this registration statement, you
will not be able to recover against Arthur Andersen under Section 11 of the
Securities Act for any untrue statements of a material fact contained in the
financial statements and schedules audited by Arthur Andersen that are
incorporated by reference in this registration statement or any omissions to
state a material fact required to be stated therein.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Our Trust Agreement, as amended, provides that:
o no Trustee shall be personally liable to any person or entity
for any of our acts, omissions or obligations;
o no Trustee shall be personally liable for monetary damages for
any action, or any failure to act, except to the extent a
Pennsylvania business corporation's director would remain
liable under the provisions of 15 Pa. CS Section 1713; and
o no officer who performs his duties in good faith, in a manner
reasonably believed to be in our best interests and with the
care, skill and diligence a person of ordinary prudence would
use will be liable by reason of having been an officer.
Our Trust Agreement provides also that every Trustee and officer is
entitled as of right to be indemnified by us against reasonable expense
(including attorney's fees) and any liability, loss, judgment, excise tax, fine,
penalties, and settlements they pay or incur in connection with an actual
(whether pending or completed) or threatened claim, action, suit or proceeding,
civil, criminal, administrative, investigative or other, whether brought by or
in our right or otherwise, in which he or she may be involved, as a party or
otherwise, by reason of being or having been a Trustee or officer or because the
person is or was serving in any capacity at our request as a trustee, director,
officer, employee, agent, partner, fiduciary or other representative of another
real estate investment trust, corporation, partnership, joint venture, trust,
employee benefit plan or other entity provided, however, that:
o no right of indemnification will exist with respect to an
action brought by a Trustee or officer against us; and
o no indemnification will be made in any case where the act or
failure to act giving rise to the claim for indemnification is
determined by the final judgment of a court of competent
jurisdiction to have constituted willful misconduct or
recklessness.
The right to indemnification is contractual in nature and includes the
right to be paid in advance the expenses incurred in connection with any
proceedings; provided, however, that advance payments must be made in accordance
with applicable law and must be accompanied by an undertaking by or on behalf of
the applicable Trustee or officer to repay all amounts so advanced if it is
determined ultimately that the applicable Trustee or officer is not entitled to
indemnification under the Trust Agreement.
Our By-laws require us to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or proceeding, including actions by or in our right, whether civil, criminal,
administrative or investigative, because the person is or was a Trustee or
officer, or is or was serving, while a Trustee or officer, at our request, as a
director, officer, employee, agent, fiduciary or other representative of another
for profit or not-for-profit corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines, excise taxes and amounts paid in settlement
incurred actually and reasonably by the person in connection with the action or
proceeding, unless a court determines that the act or failure to act giving rise
to the claim for indemnification constituted willful misconduct or recklessness.
Our By-laws also provide that the right to indemnification is contractual in
nature and includes the right to be paid the expenses (including attorneys fees)
incurred in defending any action or proceeding in advance of the action or
proceeding's final disposition upon our receipt of an undertaking by or on
behalf of the person to repay the amount if it is determined ultimately that the
person is not entitled to indemnification.
In addition, our Trust Agreement and Pennsylvania law permit us to
provide similar indemnification to employees, agents and other persons who are
not Trustees or officers. Pennsylvania law also permits indemnification in
connection with a proceeding brought by or in our right to procure a judgment in
our favor and requires indemnification in certain cases where the Trustee or
officer is the prevailing party. Certain of the employment agreements we have
entered into with our officers provide the officer indemnification. Generally,
these contracts require us to indemnify the officer to the fullest extent
permitted under the Trust Agreement. The limited partnership agreement for PREIT
Associates, our operating partnership (the "Operating Partnership"), also
provides for indemnification of us, our Trustees and our officers for any and
all actions with respect to PREIT Associates; provided, however, that PREIT
Associates will not provide indemnity for:
o willful misconduct or knowing violation of the law;
o any action where the covered person received an improper
personal benefit in violation or breach of PREIT Associates'
limited partnership agreement;
o any violation of PREIT Associates' limited partnership
agreement; or
o any liability the person may have to PREIT Associates under
certain documents delivered in the transaction in which
properties were or will be contributed to PREIT Associates.
Currently, we maintain directors and officers liability insurance for
our Trustees and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to Trustees, officers, or persons
controlling us pursuant to the foregoing provisions, we have been informed that
in the Securities and Exchange Commission's opinion, the indemnification is
against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit 5 Opinion of Drinker Biddle & Reath LLP
Exhibit 23 Consent of Drinker Biddle & Reath LLP (included in Exhibit 5)
Exhibit 24 Powers of Attorney (included on signature page)
Item 9. Undertakings.
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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(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 (i) and (ii) above do not apply if 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 SEC
by the registrant pursuant to Section 13 or 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.
(4) 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.
(5) 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 SEC 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 trustee, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, 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 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Pennsylvania, on July 11, 2002.
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
By: /s/ Jonathan B. Weller
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Jonathan B. Weller,
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, does hereby constitute and appoint RONALD RUBIN and JONATHAN B.
WELLER, and each of them, his or her true and lawful attorneys-in-fact and
agents, 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 to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Name Capacity Date
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/s/ Ronald Rubin Chairman, Chief Executive Officer and Trustee July 11, 2002
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Ronald Rubin
/s/ Jonathan B. Weller President, Chief Operating Officer and July 11, 2002
----------------------------------- Trustee
Jonathan B. Weller
/s/ Rosemarie B. Greco Trustee July 11, 2002
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Rosemarie B. Greco
/s/ Lee H. Javitch Trustee July 11, 2002
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Lee H. Javitch
/s/ Leonard I. Korman Trustee July 11, 2002
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Leonard I. Korman
/s/ Ira M. Lubert Trustee July 11, 2002
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Ira M. Lubert
/s/ Jeffrey P. Orleans Trustee July 11, 2002
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Jeffrey P. Orleans
/s/ George F. Rubin Trustee July 11, 2002
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George F. Rubin
/s/ Edward A. Glickman Executive Vice President and Chief Financial July 11, 2002
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Edward A. Glickman
/s/ David J. Bryant Senior Vice President - Finance and July 11, 2002
----------------------------------- Treasurer (Chief Accounting Officer)
David J. Bryant
EXHIBIT INDEX
Exhibit No. Title
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Exhibit 5 Opinion of Drinker Biddle & Reath LLP
Exhibit 23 Consent of Drinker Biddle & Reath LLP '
(included in Exhibit 5)
Exhibit 24 Powers of Attorney (included on signature page)