Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 58 124K
Ownership
2: EX-1 Underwriting Agreement 4 14K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 24 78K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 6 21K
5: EX-4 Instrument Defining the Rights of Security Holders 17 50K
6: EX-5 Opinion re: Legality 12 38K
EX-3 — Articles of Incorporation/Organization or By-Laws
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FIRST AMENDMENT TO FACILITY LETTER AS OF NOVEMBER 17, 1999 BETWEEN MERRILL
LYNCH INTERNATIONAL ("LENDER") AND COMMONWEALTH ATLANTIC PROPERTIES INVESTORS
TRUST, PROMETHEUS INVESTMENT HOLDING CORP. AND PROMETHEUS WESTERN RETAIL,
LLC, ACTING JOINTLY AND SEVERALLY
Borrowers Commonwealth Atlantic Properties Investors Trust,
Prometheus Investment Holding Corp. and Prometheus
Western Retail, LLC, jointly and severally as co-
borrowers.
Guarantors LF Strategic Realty Investors L.P. ("LFSRI") and
Prometheus AAPT Holdings, L.L.C., jointly and
severally, for payment of all amounts due to Lender
in connection with the Loan, including interest,
principal, late payment fees and collection
expenses.
Closing Date November 17, 1999
Maturity Date May 15, 2001
Total Amount Available $44.0 million, being the total amount which Merrill
Lynch may, in its discretion, make available to the
Borrowers for drawdown, in minimum $5.0 million
increments or additional $1.0 million increments
thereof.
Initial Margin Not less than 75% as of the Closing Date.
Maintenance Margin Initially 75%, increasing to 80% on May 15, 2000 and
85% on November 15, 2000; however in no event shall
the principal amount of the loan outstanding exceed
the Total Amount Available.
Interest Rate Base Rate plus 2.625%, payable monthly in arrears
Loan Fee 2.0% of the Total Amount Available shall be due at
closing.
Amortization of Total The Total Amount Available shall be reduced by $8.0
Amount Available million (the "Scheduled Payment") on the fifteenth
day of each February, May, August and November,
commencing on February 15, 2000 (each, a "Payment
Date").
Dividends On the date that dividend payments are received by
Lender from CTA, UDR or BDN (each a "Dividend
Payment Date"), Lender shall apply such dividend
payments in reduction of the Total Amount Available
(and such amounts shall be credited to the Scheduled
Payment coming due on the next Payment Date), and
once the Scheduled Payment that is coming due on the
next Payment Date has been fully paid, any such
dividends received on or prior to such next Payment
Date shall be applied to accrued and unpaid interest
then due and owing to Lender; provided, however,
that if the aggregate dividends received by Lender
on the Dividend Payment Dates immediately preceding
the next Payment Date are in an amount which is less
than the Scheduled Payment due on such Payment Date,
such shortfall between the aggregate amount of
dividend payments received by Lender on such
Dividend Payment Dates and the Scheduled Payment due
on such next Payment Date shall be paid by Borrowers
on such Payment Date. In the event that immediately
following a Payment Date there are funds remaining
on deposit with Lender after application of the
dividend payments received by Lender on or prior to
such Payment Date to the Scheduled Amount due on
such Payment Date and to all accrued and unpaid
interest due and payable on or before such Payment
Date, Lender shall pay the remaining balance to the
Borrowers pursuant to wiring instructions delivered
to Lender by the Borrowers.
Collateral Securities (i) 13,166,667 common shares of Center Trust Inc.
("CTA") carrying an annual dividend of $1.44 per
share (the "CTA Collateral Securities").
(ii) $136.5 million of perpetual Series D
Convertible Preferred Stock of United Dominion
Realty Trust, Inc. ("UDR"), carrying an annual
coupon of 7.50% (the "UDR Collateral Securities").
The UDR Collateral Securities are convertible into
8.4 million common shares at $16.25 per share.
(iii) $37.5 million of perpetual Convertible
Preferred Stock in Brandywine Realty Trust ("BDN"),
carrying an annual coupon of 7.25% (the "BDN
Collateral Securities"). The BDN Collateral
Securities are convertible into 1.3 million common
shares at $28.00 per share.
Prepayment Penalty None, except for any LIBOR breakage costs incurred
in connection with a prepayment.
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Release of BDN Provided there has been no Event of Default, the BDN
Collateral Securities Collateral Securities may be released upon a
reduction of the Total Amount Available by $25.0
million. Upon release of the BDN Collateral
Securities, the Maintenance Margin shall be reset to
85%.
Release or Sale of CTA The CTA Collateral Securities and the UDR Collateral
or UDR Collateral Securities may not be released, and the Loan will
Securities become due upon the sale of either the CTA
Collateral Securities or the UDR Collateral
Securities.
Conversion of UDR or Upon the conversion of either the UDR Collateral
BDN Collateral Securities or the BDN Collateral Securities either
Securities to Common by the Borrower or mandatorily by the issuer(s), the
Stock Maintenance Margin will increase to 85%.
Events of Default In addition to all Events of Default in the Facility
Letter, the following shall also be Events of
Default:
(i) Failure to pay interest when due;
(ii) Failure to pay scheduled principal
amortization when due;
(iii) Failure of CTA to pay a quarterly dividend
on common stock of not less than $0.36 per
share, and the sooner to occur of (i) the
closing share price of CTA declines by 50%
or more from the closing share price as of
the day prior to the Closing Date, or (ii)
the closing share price of CTA fails to
exceed $5.00 per share (in each case for 3
consecutive trading days);
(iv) Failure of UDR to pay stated dividend on
Series D Convertible Preferred Stock;
(v) Failure of BDN to pay stated dividend on
Convertible Preferred Stock;
(vi) Bankruptcy of, or any event as described in
clause 10.10 of the Facility Letter with
respect to CTA, UDR, or BDN;
(vii) The net assets represented by partner's
capital of the Guarantor is less than the
sum of (i) $400 million, plus (ii) the
market value of the collateral;
(viii) Failure to meet margin calls promptly;
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(ix) Cross-default to any event of Default
(howsoever described) related to the
recourse indebtedness of CTA, UDR or BDN in
excess of $25 million;
(x) A decline in the market value of the
Collateral in excess of 35% from the market
value as of the Closing Date.
Expenses Borrower shall pay all expenses in connection with the
Facilities, including, but not limited to, all fees and
disbursements of Lender's counsel whether with respect to
retained firms, the reimbursement for the expenses of in-
house staff or otherwise, and brokerage fees and
commissions. To the extent incurred, the foregoing
expenses shall be paid by Borrower whether or not the
Facilities shall close or be funded.
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MERRILL LYNCH INTERNATIONAL
By: /s/ John Piccitto
Name: John Piccitto
Title: Director of Equity Markets
Global Equity Finance
20 Farringdon Road
P.O. Box 293
London
EC1M 3NH
Commonwealth Atlantic Properties Investors Trust,
a Maryland real estate investment trust
c/o Lazard Freres Real Estate Investors L.L.C.
30 Rockefeller Plaza, 50th Floor
New York, NY 10020
By: /s/ John A. Moore
----------------------------------
Name: John A. Moore
Title: Chief Financial Officer
Prometheus Investment Holding Corp.,
a Delaware corporation
c/o Lazard Freres Real Estate Investors L.L.C.
30 Rockefeller Plaza, 50th Floor
New York, NY 10020
By: /s/ John A. Moore
----------------------------------
Name: John A. Moore
Title: Chief Financial Officer
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Prometheus Western Retail, LLC,
a Delaware limited liability company
c/o Lazard Freres Real Estate Investors L.L.C.
30 Rockefeller Plaza, 50th Floor
New York, NY 10020
By: Prometheus Western Retail Trust, a
Maryland real estate investment
trust, its managing member
By: /s/ John A. Moore
----------------------------------
Name: John A. Moore
Title: Chief Financial Officer
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Dates Referenced Herein and Documents Incorporated by Reference
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