AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1999 REGISTRATION STATEMENT NO. 333-70111 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 3 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ SL GREEN REALTY CORP. (Exact name of registrant as specified in its charter) MARYLAND 13-3956775 (State or other jurisdiction of incorporation or (I.R.S. employer identification number) organization) ------------------------------ 420 LEXINGTON AVENUE NEW YORK, NEW YORK 10170 (212) 594-2700 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------------ 70 WEST 36(TH) STREET NEW YORK, NEW YORK 10018 (Former address of Registrant) ------------------------------ STEPHEN L. GREEN CHAIRMAN AND CHIEF EXECUTIVE OFFICER 420 LEXINGTON AVENUE NEW YORK, NEW YORK 10170 (212) 594-2700 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------ COPY TO: MICHAEL F. TAYLOR, ESQ. BROWN & WOOD LLP One World Trade Center, 58th Floor New York, N.Y. 10048 (212) 839-8602 ------------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF PUBLIC: From time to time after this Registration Statement becomes effective. 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, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, please 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 of 1933, please check the following box and list the Securities Act of 1933 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 of 1933, check the following box and list the Securities Act of 1933 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/ ------------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE 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 WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS. 1.1 -- Form of Underwriting Agreement.(1) 5.1 -- Opinion of Brown & Wood LLP as to the legality of the securities.(2) 8.1 -- Opinion of Brown & Wood LLP as to tax matters. 23.1 -- Consent of Brown & Wood LLP (included in Exhibit 5.1).(2) 23.2 -- Consent of Ernst & Young LLP.(2) 24.1 -- Power of attorney (included on signature page of this registration statement).(2) - ------------------------ (1) To be filed by amendment or incorporated by reference in connection with the offering of securities. (2) Previously filed. II-1
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, SL Green Realty Corp. certifies that it has reasonable grounds to believe that it meets all of 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 New York, on September 28, 1999. SL GREEN REALTY CORP. By: /s/ THOMAS E. WIRTH ----------------------------------------- Thomas E. Wirth CHIEF FINANCIAL OFFICER 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. SIGNATURE TITLE DATE - ------------------------------ --------------------------- ------------------- /s/ STEPHEN L. GREEN* Chief Executive Officer and - ------------------------------ Chairman of the Board of September 28, 1999 Stephen L. Green* Directors President and Chief /s/ DAVID J. NETTINA* Operating Officer - ------------------------------ (principal executive September 28, 1999 David J. Nettina* officer) Executive Vice President and Chief Financial /s/ THOMAS E. WIRTH Officer (principal - ------------------------------ financial officer and September 28, 1999 Thomas E. Wirth principal accounting officer) /s/ BENJAMIN P. FELDMAN Director - ------------------------------ September 28, 1999 Benjamin P. Feldman /s/ JOHN H. ALSCHULER* Director - ------------------------------ September 28, 1999 John H. Alschuler* /s/ EDWIN THOMAS BURTON, Director III* - ------------------------------ September 28, 1999 Edwin Thomas Burton, III* /s/ JOHN S. LEVY* Director - ------------------------------ September 28, 1999 John S. Levy* - ------------------------ * By Power of Attorney II-2
EXHIBIT INDEX EXHIBITS DESCRIPTION - ----------- -------------------------------------------------------------------------------------------------------- 1.1 --Form of Underwriting Agreement.(1) 5.1 --Opinion of Brown & Wood LLP as to the legality of the Securities.(2) 8.1 --Opinion of Brown & Wood LLP as to tax matters. 23.1 --Consent of Brown & Wood LLP (included in Exhibit 5.1).(2) 23.2 --Consent of Ernst & Young LLP.(2) 24.1 --Power of attorney (included on signature page of this Registration Statement).(2) - ------------------------ (1) To be filed by amendment or incorporated by reference in connection with the offering of Securities. (2) Previously filed.
Exhibit 8.1 September 28, 1999 SL Green Realty Corp. 70 West 36th Street New York, New York 10018-8007 Ladies and Gentlemen: You have requested our opinion concerning certain of the federal income tax matters with respect to SL Green Realty Corp. (the "Company") in connection with the Form S-3 Registration Statement of the Company filed by the Company with the Securities and Exchange Commission (the "SEC") on January 4, 1999 (the "Registration Statement"). This opinion is based, in part, upon various assumptions and factual representations set forth in the Registration Statement, in registration statements on Form S-11 and S-3 previously filed by the Company with the SEC and in a letter delivered to us by the Company today. This opinion is also based upon the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations promulgated thereunder and existing administrative and judicial interpretations thereof, all as they exist at the date of this letter. All of the foregoing statutes, regulations and interpretations are subject to change, in some circumstances with retroactive effect. Any changes to the foregoing authorities might result in modifications of our opinions contained herein. Based on the foregoing, we are of the opinion that, commencing with the Company's taxable year ended December 31, 1997, the Company was organized in conformity with the requirements for qualification and taxation as a real estate investment trust (a "REIT") under the Code and the proposed method of operation of the Company will enable the Company to meet the requirements for qualification and taxation as a REIT. Furthermore, based on the factual representations by SL Green and the operating partnership, SL Green Operating Partnership, L.P., as set forth in the Registration Statement, for Federal income tax purposes, the operating partnership will be treated as a partnership. We express no opinion with respect to the transactions described herein and in the Registration Statement other than those expressly set forth herein. Furthermore, the Company's qualification as a REIT will depend on the Company's meeting, in its actual operations, the applicable asset composition, source of income, shareholder diversification, distribution and other requirements of the
Code and Treasury Regulations necessary for a corporation to qualify as a REIT. We will not review these operations and no assurance can be given that the actual operations of the Company and its affiliates will meet these requirements or the representations made to us with respect thereto. This opinion is furnished to you for your use in connection with the Registration Statement. We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the use of our name in connection with the material discussed therein under the caption "Federal Income Tax Consequences." Very truly yours,