As Filed with the Securities and Exchange Commission on May 7, 1998
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 1998 REGISTRATION NO. 333-50311 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- AMENDMENT NO. 2 TO FORM S-11 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- SL GREEN REALTY CORP. (Exact name of registrant as specified in its governing instrument) 70 WEST 36TH STREET NEW YORK, NY 10018 (Address of principal executive offices) -------------------------- STEPHEN L. GREEN CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER SL GREEN REALTY CORP. 70 WEST 36TH STREET NEW YORK, NY 10018 (Name and address of agent for service) -------------------------- Copies to: MICHAEL F. TAYLOR, ESQ. ALAN L. GOSULE, ESQ. BROWN & WOOD LLP ROBERT E. KING, JR., ESQ. ONE WORLD TRADE CENTER ROGERS & WELLS LLP NEW YORK, NEW YORK 200 PARK AVENUE 10048-0557 NEW YORK, NEW YORK 10166 (212) 839-5300 (212) 878-8000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. 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. / / 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. /X/ -------------------------- CALCULATION OF REGISTRATION FEE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS AMOUNT BEING OFFERING PRICE AGGREGATE OFFERING REGISTRATION OF SECURITIES BEING REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE % Series A Convertible, Cumulative Preferred Stock liquidation preference $25.00 per share, $.01 par value per share 4,600,000 $25.00 $115,000,000 $33,925* Common Stock, $.01 par value per share.............................. (3) $(3) $(3) $0 (1) Includes 600,000 shares that are issuable upon exercise of the Underwriters' over-allotment option. (2) Estimated solely for the purpose of calculating the registration fee. (3) Such indeterminate number of shares of Common Stock that may, from time to time, be issued at indeterminate prices upon conversion or redemption of the PIERS. * Previously paid. ------------------------ 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 COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED MAY 7, 1998 PROSPECTUS 4,000,000 SHARES [LOGO] % PREFERRED INCOME EQUITY REDEEMABLE SHARES(SM) ("PIERS(SM)") (LIQUIDATION PREFERENCE $25.00 PER SHARE) -------------------- Distributions on the % Preferred Income Equity Redeemable Shares(SM), a series of preferred stock, $.01 par value per share (the "PIERS"), offered hereby (the "PIERS Offering"), of SL Green Realty Corp. (the "Company"), a Maryland corporation which qualifies for federal income tax purposes as a real estate investment trust (a "REIT"), are cumulative from the date of issue and are payable quarterly on or about the fifteenth day of January, April, July and October of each year, commencing on July 15, 1998 (each a "Distribution Payment Date"), in an amount per share equal to the greater of (i) % of the liquidation preference per annum (equivalent to $ per annum per PIERS) or (ii) the cash dividends paid or payable (determined on each of the Distribution Payment Dates referred to above) on a number of shares of common stock, $.01 par value per shares of the Company ("Common Stock") equal to the number of shares of Common Stock (or portion thereof) into which a PIERS is convertible. See "Capital Stock -- PIERS -- Distributions." The PIERS are convertible at any time, at the option of the holder, unless previously redeemed, into Common Stock at a conversion price of $ per share of Common Stock (equivalent to a conversion rate of shares of Common Stock for each PIERS) (the "Conversion Price"), subject to adjustment in certain circumstances described herein. Except in certain circumstances relating to the preservation of the Company's status as a REIT for federal income tax purposes, the PIERS are not redeemable prior to July 15, 2003. On and after July 15, 2003, the PIERS will be redeemable by the Company, in whole or in part, at the option of the Company, for such number of shares of Common Stock as are issuable at the Conversion Price, provided that the Company may exercise this option only if for 20 trading days within any 30 consecutive trading days, including the last day of such period, the closing price of the Common Stock on the New York Stock Exchange ("NYSE") exceeds $ per share, subject to adjustment in certain circumstances. On and after July 15, 2003, the PIERS may also be redeemed at the option of the Company, in whole or in part, initially at $ per PIERS and thereafter at prices declining to $25.00 per share on and after July 15, 2007, plus in each case accumulated and unpaid distributions, if any, to the redemption date, provided that the Company may exercise this option only if the redemption price (other than the portion thereof consisting of accumulated and unpaid distributions) is paid solely out of the sale proceeds of other shares of stock of the Company, which may include other series of preferred stock, and from no other source. The PIERS are subject to mandatory redemption on April 15, 2008 at a price of $25 per PIERS, plus accumulated and unpaid distributions to the redemption date. Application will be made to list the PIERS and the Common Stock issuable upon conversion or redemption of the PIERS on the NYSE. The PIERS will be listed under the Symbol "SLGPrA," and the Common Stock will be listed under the symbol "SLG." Trading of the PIERS is expected to commence on the NYSE within 30 days from the closing of the PIERS Offering. On April 23, 1998, the last reported sale price of the Common Stock on the NYSE was $23.875 per share. See "Capital Stock -- Restrictions on Transfer." -------------------------- Concurrent with this offering of PIERS by the Company (the "PIERS Offering") the Company is offering an aggregate of 10,000,000 shares of Common Stock (11,500,000 shares if the over-allotment option to the underwriters is exercised in full) by a separate Prospectus (the "Common Offering" and, together with the PIERS Offering, the "Offerings"). The consummation of the Common Offering is not contingent upon consummation of the PIERS Offering or vice versa. -------------------------- SEE "RISK FACTORS" BEGINNING ON PAGE 16 FOR CERTAIN FACTORS RELEVANT TO AN INVESTMENT IN THE PIERS, INCLUDING, AMONG OTHERS: - CONCENTRATION OF ALL OF THE COMPANY'S PROPERTIES IN MANHATTAN (PRIMARILY IN MIDTOWN MANHATTAN), AND THE DEPENDENCE OF SUCH PROPERTIES ON THE CONDITIONS OF THE NEW YORK METROPOLITAN ECONOMY AND THE MIDTOWN MANHATTAN OFFICE MARKET; - THE POSSIBILITY THAT ONE OR MORE OF THE PENDING ACQUISITIONS WILL NOT CLOSE; - RISKS ASSOCIATED WITH RAPID GROWTH; - AN AFFILIATE OF LEHMAN BROTHERS INC. ("LEHMAN BROTHERS") THE LEAD MANAGER OF THE OFFERINGS, WILL RECEIVE $240 MILLION OF THE NET PROCEEDS OF THE OFFERINGS IN REPAYMENT OF A LOAN MADE TO ACQUIRE PROPERTIES, IN ADDITION TO UNDERWRITING DISCOUNTS AND COMMISSIONS; - THE POSSIBILITY THAT THE BOARD OF DIRECTORS OF THE COMPANY MAY IN THE FUTURE AMEND OR REVISE THE INVESTMENT, FINANCING, BORROWING, DISTRIBUTION AND CONFLICTS OF INTEREST POLICIES OF THE COMPANY, WITHOUT A VOTE OF THE COMPANY'S STOCKHOLDERS; AND - LIMITATIONS ON THE STOCKHOLDERS' ABILITY TO CHANGE CONTROL OF THE COMPANY, INCLUDING RESTRICTIONS ON OWNERSHIP OF MORE THAN 9.0% OF THE OUTSTANDING SHARES OF COMMON STOCK. ---------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PRICE TO DISCOUNTS AND PROCEEDS TO PUBLIC (1) COMMISSIONS