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-3
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 Identification Number)
Incorporation or Organization)
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)
-----------------------
Copy to:
Howard A. Blum, Esquire
Drinker Biddle & Reath LLP
One Logan Square, 18th & Cherry Streets
Philadelphia, Pennsylvania 19103-6996
(215) 988-2700
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| 333-36626
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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, 181,875 $25.345 $4,609,621.88 $424
$1.00 par value (and associated
rights)
======================================= ======================= ========================== ========================= ===============
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee. The price and fee are based on the average of the highest and
lowest selling prices of the Registrant's shares of beneficial interest on July
30, 2002 on the New York Stock Exchange.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The Registrant filed a registration statement on Form S-3 (Registration
No. 333-36626) on May 9, 2000 to register 400,000 shares of beneficial interest
in the Registrant ("Shares") that are available for awards under the
Registrant's 1999 Equity Incentive Plan. Pursuant to the terms of such plan, an
additional 181,875 Shares have become available for awards thereunder. This
registration statement relates to the registration of such additional Shares
pursuant to Rule 462(b) under the Securities Act. The contents of the
Registrant's registration statement on Form S-3 (Registration No. 333-36626) are
incorporated into this registration statement by reference.
On July 19, 2002, the Registrant filed a Current Report on Form 8-K
indicating that it had terminated Arthur Andersen LLP as its 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
the Registrant has 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 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
(a) Exhibits:
Exhibit
Number Description
------ -----------
5 Opinion of Drinker Biddle & Reath LLP
8 Opinion of Drinker Biddle & Reath LLP regarding tax matters
23 Consent of Drinker Biddle & Reath LLP (included in Exhibits 5 and 8)
24 Powers of Attorney (included on signature page)
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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
the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on July
11, 2002.
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
By: /s/ Jonathan B. Weller
------------------------------------------
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:
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Name Capacity Date
---- -------- ----
/s/ Ronald Rubin Chairman, Chief Executive Officer July 11, 2002
----------------------------------- and Trustee
Ronald Rubin
/s/ Jonathan B. Weller President, Chief Operating Officer July 11, 2002
----------------------------------- and Trustee
Jonathan B. Weller
/s/ Rosemarie B. Greco Trustee July 11, 2002
-----------------------------------
Rosemarie B. Greco
/s/ Lee H. Javitch Trustee July 11, 2002
-----------------------------------
Lee H. Javitch
/s/ Leonard I. Korman Trustee July 11, 2002
-----------------------------------
Leonard I. Korman
/s/ Ira M. Lubert Trustee July 11, 2002
-----------------------------------
Ira M. Lubert
/s/ Jeffrey P. Orleans Trustee July 11, 2002
-----------------------------------
Jeffrey P. Orleans
/s. George F. Rubin Trustee July 11, 2002
-----------------------------------
George F. Rubin
/s/ Edward A. Glickman Executive Vice President and July 11, 2002
----------------------------------- Chief Financial Officer
Edward A. Glickman
/s/ David J. Bryant Senior Vice President - Finance and July 11, 2002
----------------------------------- Treasurer (Chief Accounting
David J. Bryant Officer)
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EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5 Opinion of Drinker Biddle & Reath LLP
8 Opinion of Drinker Biddle & Reath LLP regarding tax
matters
23 Consent of Drinker Biddle & Reath LLP (included in
Exhibits 5 and 8)
24 Power of Attorney (included on signature page)
II-4