Filed Pursuant to Rule 424(b)(5)
Registration No. 333-68828
PROSPECTUS
[LOGO]
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
3,000,000 SHARES
COMMON STOCK
SL Green Realty Corp. is a self managed real estate investment trust with
in-house capabilities in property management, development, construction and
acquisition. With this prospectus, we are offering participation in our Dividend
Reinvestment and Stock Purchase Plan to holders of our common stock, as well as
to other interested investors. The Dividend Reinvestment and Stock Purchase Plan
is a simple, convenient and low-cost means of investing in our common stock.
PLAN HIGHLIGHTS
- You may participate in the Plan if you own our common stock. If you do not
own any common stock, you can participate in the Plan by making your
initial investment in our common stock through the Plan with a minimum
initial investment of $1,000 (but no more than $10,000, unless we waive
this limit).
- Once you are enrolled in the Plan, you may have the cash dividends on all
or a portion of your common stock reinvested automatically with us at a
discount to the market price ranging from 0% to 3%. The discount is
initially expected to be 0%, but may be adjusted by us in our discretion
at any time.
- Once you are enrolled in the Plan, you may buy additional shares of common
stock by making optional cash investments of $250 to $10,000 per month. In
some instances, however, we may permit greater optional cash investments.
Your participation in the Plan is entirely voluntary, and you may terminate
your participation at any time. If you do not elect to participate in the Plan,
you will continue to receive cash dividends, if and when declared by our board
of directors, in the usual manner.
Our common stock is traded on the New York Stock Exchange under the ticker
symbol "SLG." The closing price of our shares of common stock on September 7,
2001 was $29.05 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or has determined if
this prospectus is adequate or accurate. Any representation to the contrary is a
criminal offense.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 10, 2001.
SUMMARY OF THE PLAN
The following summary of our Dividend Reinvestment and Stock Purchase Plan
may omit information that may be important to you. You should carefully read the
entire text of the Plan contained in this prospectus beginning on page 3 before
you decide to participate in the Plan.
ENROLLMENT: You can participate in the Plan if you currently own
shares of our common stock by submitting a completed
authorization form. You may obtain an authorization form
(a copy of which is attached hereto as Exhibit A) from
the Plan's Administrator, The Bank of New York. Please
see Question 6 for more detailed information.
INITIAL INVESTMENT: If you do not own any shares of our common stock, you
can participate in the Plan by making an initial
investment in our common stock through the Plan with a
minimum initial investment, at the then current market
price, of $1,000 but not more than $10,000, unless we
waive this maximum limit. Please see Question 5 for more
detailed information.
REINVESTMENT OF DIVIDENDS: You can reinvest your cash dividends on all or a portion
of your shares of our common stock. You will be able to
purchase additional shares of common stock at a discount
to the market price ranging from 0% to 3% by reinvesting
your dividends. The discount is initially expected to be
0%, but may be adjusted by us at our discretion at any
time. Please see Question 6 for more detailed
information.
OPTIONAL CASH INVESTMENTS: After you are enrolled in the Plan, you can buy
additional shares of our common stock. You can invest a
minimum of $250 up to a maximum of $10,000 in any one
month. Under some circumstances, we may approve a
written request to waive the $10,000 per month maximum
amount. Shares of common stock purchased directly from
us under the Plan pursuant to an approved request for
waiver may be issued at a discount to the market price
ranging from 0% to 3% without payment of brokerage
commissions. The discount is initially expected to be
0%, but may be adjusted by us at our discretion at any
time. No discount will be available for common stock
purchased in the open market or in privately negotiated
transactions. Initially, optional cash investments of
less than $10,000 will not be subject to a discount, but
we reserve the right to grant a discount in the future.
Please see Questions 6, 9 and 10 for more detailed
information.
SOURCE OF SHARES: The Administrator of the Plan will purchase shares of
our common stock directly from us as newly issued shares
of common stock, in the open market or in privately
negotiated transactions with third parties. Please see
Question 8 for more detailed information.
PURCHASE PRICE: Shares of common stock purchased directly from us with
reinvested dividends will be acquired at a price to you
equal
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to the average of the daily high and low sales prices of
the shares reported as New York Stock Exchange ("NYSE")
Composite Transaction for the five trading days
immediately preceding the applicable "Investment Date"
(as defined in Question 8).
Shares of common stock purchased on the open market with
reinvested dividends will be acquired at a price to you
equal to the average price paid by the Administrator for
shares purchased through the Plan in the open market
purchases.
Shares of common stock purchased with reinvested
dividends may reflect a discount ranging from 0% to 3%.
The discount is initially expected to be 0%, but may be
adjusted by us at our discretion at any time.
Shares of common stock purchased directly from us with
optional cash investments of less than $10,000 will be
acquired at a price to you equal to 100% of the average
of the daily high and low sales prices of the shares
reported as NYSE Composite Transactions for the five
trading days immediately preceding the applicable
Investment Date.
Shares of common stock purchased on the open market with
optional cash investments will be acquired at a price to
you equal to the average price paid by the Administrator
for shares purchased through the Plan in the open market
purchases.
Shares of common stock purchased with optional cash
investments of more than $10,000 pursuant to a request
for waiver (as described in Question 10) may reflect a
discount of 0% to 3% from the market price and will be
based on the average of the daily high and low sales
prices of the shares of common stock reported as NYSE
Composite Transactions during a pricing period
consisting of five trading days preceding the Investment
Date.
Please see Questions 8 and 10 for more detailed
information.
TRACKING YOUR INVESTMENTS: You will receive periodic statements of the transactions
made in your Plan account. These statements will provide
you with details of the transactions and will indicate
the share balance in your Plan account. Please see
Question 14 for more detailed information.
ADMINISTRATION: The Bank of New York initially will serve as the
Administrator of the Plan. You should send all
correspondence with the Administrator to: The Bank of
New York, Investor Relations Department, Church Street
Station, P.O. Box 11258, New York, New York 10277-0758.
You may call the Administrator at (800) 524-4458. Please
see Question 4 for more detailed information.
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TERMS AND CONDITIONS OF THE PLAN
The following constitutes our Dividend Reinvestment and Stock Purchase Plan,
as in effect beginning September 10, 2001. All references in this prospectus to
"common stock" refer to our common stock, par value $.01 per share.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The primary purpose of the Plan is to give holders of record of our common
stock and other interested investors a convenient and economical way to purchase
and to reinvest all or a portion of their cash dividends in shares of common
stock. A secondary purpose of the Plan is to provide us another way to raise
additional capital for general corporate purposes through the sale of common
stock under the Plan.
PARTICIPATION OPTIONS
2. WHAT ARE MY INVESTMENT OPTIONS UNDER THE PLAN?
Once enrolled in the Plan, you may buy shares of common stock through any of
the following investment options:
- FULL DIVIDEND REINVESTMENT. You may reinvest cash dividends paid on all of
your common stock to purchase additional shares of common stock. This
option also permits you to make optional cash investments from $250 to
$10,000 per month to buy additional shares of common stock.
- PARTIAL DIVIDEND REINVESTMENT. You may reinvest cash dividends paid on a
specified amount of your shares of common stock to purchase additional
shares of common stock. We will continue to pay you cash dividends on the
remaining shares of common stock, when and if declared by our board of
directors. This option also permits you to make optional cash investments
from $250 to $10,000 per month to buy additional shares of common stock.
- OPTIONAL CASH INVESTMENTS ONLY. You may make optional cash investments
from $250 to $10,000 per month to buy additional shares of common stock.
Dividends on shares of common stock credited to your account under the
Plan will be reinvested in additional shares. We will continue to pay you
cash dividends, when and if declared by our board of directors, on the
shares of common stock owned by you then or in the future, unless you
designate the shares for reinvestment pursuant to the Plan. If you
currently do not own any of our common stock, you can participate in the
Plan by making a minimum initial investment of $1,000. You may request,
and in some instances we may approve, a waiver from us permitting you to
make optional cash investments in an amount greater than $10,000 per
month. See Question 10 to learn how to request such a waiver.
BENEFITS AND DISADVANTAGES
3. WHAT ARE THE BENEFITS AND DISADVANTAGES OF THE PLAN?
BENEFITS
Before deciding whether to participate in the Plan, you should consider the
following benefits of the Plan:
- You may have the cash dividends on all or a portion of your shares of
common stock reinvested automatically with us at a discount to the market
price ranging from 0% to 3%.
- There are no costs associated with the Plan that you must pay, except for
costs related to your voluntary selling of shares of common stock or
withdrawal from the Plan. Therefore, you will not pay brokerage
commissions or service fees to purchase common stock through the Plan.
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Please see the "Plan Service Fees Schedule" attached as Exhibit B for a
detailed description of the costs for which you will be responsible.
- You will get the convenience of having all or a portion of your cash
dividends automatically reinvested in additional shares of common stock.
Since the Administrator will credit fractional shares of common stock to
your Plan account, you will receive full investment of your dividends and
optional cash investments.
- You will have the option of having your share certificates held for
safekeeping by the Administrator, insuring your protection against loss,
theft or destruction of the certificates representing your shares of
common stock.
- You will simplify your record keeping by receiving periodic statements
which will reflect all current activity in your Plan account, including
purchases, sales and latest balances.
- You will have the flexibility of making optional cash investments of $250
to $10,000 in any one month to buy additional shares of common stock. You
may make these optional cash investments on a regular or occasional basis.
- Shares of common stock purchased directly from us under the Plan pursuant
to an approved request for waiver may be issued at a discount to the
market price without payment of brokerage commissions. Initially, optional
cash investments of less than $10,000 will not be subject to a discount,
but we reserve the right to grant a discount in the future.
- At any time, you may direct the Administrator to sell or transfer all or a
portion of the shares of common stock held in your Plan account.
DISADVANTAGES
Before deciding whether to participate in the Plan, you should consider the
following disadvantages of the Plan:
- We are not now offering a discount on purchases of common stock made
through dividend reinvestments or optional cash investments, although we
reserve the right to offer any discount in the future.
- Without giving you prior notice, we may direct the Administrator to buy
shares of common stock under the Plan either directly from us or in the
open market or in privately negotiated transactions with third parties.
- Your reinvestment of cash dividends will result in you being treated for
federal income tax purposes as having received a dividend on the dividend
payment date, to the extent of our earnings and profits. The dividend may
give rise to a liability for the payment of income tax without providing
you with immediate cash to pay the tax when it becomes due.
- You may not know the actual number of shares of common stock that the
Administrator of the Plan buys for your account until after the applicable
Investment Date.
- You must decide to make optional cash investments prior to the applicable
Investment Date. Accordingly, your investments may be exposed to changes
in market conditions.
- The purchase price for the shares of common stock you purchase through the
Plan is based on the average market prices for the shares during the
applicable "Pricing Period." The "Pricing Periods" are described in
Question 8. As a result, your purchase price may exceed (or be less than)
the price of acquiring the shares on the open market on the applicable
Investment Date.
- Sales of common stock held in your Plan account may be delayed.
- You will pay brokerage commissions or, as described in Exhibit B, trading
and transaction fees on the sale of common stock held in your Plan
account.
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- The Administrator will not pay interest on funds that it holds pending
reinvestment or investment.
- You may not pledge shares of common stock deposited in your Plan account
unless you withdraw the shares from the Plan.
- If you direct the Plan to sell less than all of your shares of common
stock held by the Plan, you will not be able to specifically identify
which shares are sold for purposes of determining whether the sale results
in short-term or long-term gain or loss for income tax purposes.
ADMINISTRATION
4. WHO WILL ADMINISTER THE PLAN?
ADMINISTRATOR. The Bank of New York, or another entity as we may designate,
will serve as the Administrator of the Plan. The Administrator:
- acts as your agent;
- keeps records of all Plan accounts;
- sends your account statements to you;
- buys and sells, on your behalf, all shares of common stock under the Plan;
and
- performs other duties relating to the Plan. You should send all
correspondence with the Administrator to:
The Bank of New York
Investor Relations Department
Church Street Station
P.O. Box 11258
New York, NY 10277-0758
Telephone: (800) 524-4458
SUCCESSOR TO ADMINISTRATOR. We may replace the Administrator at any time.
The Administrator may resign as Administrator of the Plan at any time. In either
case, we will appoint a successor Administrator, and will notify you of the
change.
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
You may participate in the plan if you qualify as either of the following:
- You are a "registered holder," a person whose shares are registered in our
transfer books in your name, or
- You are a "beneficial owner," a holder of shares who has beneficial
ownership of shares that are registered in a name other than your name
(for example, in the name of a broker, bank or other nominee).
Registered holders may participate in the plan directly. If you are not a
registered holder, you must either become a registered holder by having your
shares transferred into your own name, or you must make arrangements with your
broker, bank or other nominee to participate in the Plan on your behalf. Most
major brokers, banks and other nominees will make such arrangements on your
request. For instructions on enrolling, see Question 6.
MINIMUM OWNERSHIP INTEREST. There is no minimum requirement as to the number
of shares of common stock that you must hold in your Plan account in order to
participate in the Plan.
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If you are an interested investor but not yet a stockholder, you initially
can purchase from us at least $1,000, but no more than $10,000 (unless we waive
this limitation), of common stock in order to participate in the Plan. This
initial purchase will enable you to participate in both the optional cash
investment and dividend reinvestment portions of the Plan. You may purchase
shares of common stock pursuant to this paragraph in the manner set forth in the
response to Question 8.
NON-TRANSFERABILITY OF RIGHT TO PARTICIPATE. You may not transfer your right
to participate in the Plan to another person.
FOREIGN LAW RESTRICTIONS. You may not participate in the Plan if it would be
unlawful for you to do so in the jurisdiction where you are a citizen or reside.
If you are a citizen or resident of a country other than the United States, you
should confirm that by participating in the Plan you will not violate local laws
governing, among other things, taxes, currency and exchange controls, stock
registration and foreign investments.
EXCLUSION FROM PLAN FOR SHORT-TERM TRADING OR OTHER PRACTICES. You should
not use the Plan to engage in short-term trading activities that could change
the normal trading volume of the common stock. If you do engage in short-term
trading activities, we may prevent you from participating in the Plan. We
reserve the right to modify, suspend or terminate participation in the Plan, by
otherwise eligible holders of common stock, in order to eliminate practices
which are, in our sole discretion, not consistent with the purposes or operation
of the Plan or which adversely affect the price of the common stock. In addition
to short-term trading activities, we reserve the right to prevent you from
participating in the Plan for any other reason. It is in our sole discretion to
exclude you from or terminate your participation in the Plan.
ENROLLMENT
6. HOW DO I ENROLL IN THE PLAN?
If you are eligible to participate in the Plan, you may join the Plan at any
time. Once you enroll in the Plan, you will remain enrolled until you withdraw
from the Plan or we terminate the Plan.
THE AUTHORIZATION FORM. To enroll and participate in the Plan, you must
complete an Authorization Form (a copy of which is attached hereto as
Exhibit A) and mail it to the Administrator at the address set forth in Question
4. If your shares of common stock are registered in more than one name (such as
joint tenants or trustees), all registered holders must sign the Authorization
Form. If you are eligible to participate in the Plan, you may sign and return
the Authorization Form to join the Plan at any time.
If you are a beneficial owner but not a record holder of shares of common
stock, you must instruct your broker, bank or other nominee in whose name your
shares are held to participate in the Plan on your behalf.
If you are an interested investor but not presently our stockholder, and you
desire to participate in the Plan by making an initial purchase from us of at
least $1,000, but no more than $10,000, worth of our common stock, you may join
the Plan by signing an Authorization Form and forwarding it, together with the
funds, to the Administrator. You may obtain an Authorization Form at any time by
writing to the Administrator at the address set forth in Question 4.
CHOOSING YOUR INVESTMENT OPTION. When completing the Authorization Form, you
should choose one of the three investment options discussed in Question 2 and
repeated below:
- "Full Dividend Reinvestment"--This option directs the Administrator to
reinvest the cash dividends paid on all of the shares of common stock
owned by you then or in the future in shares of common stock. This option
also permits you to make optional cash investments from $250 to $10,000
per month to buy additional shares of common stock.
- "Partial Dividend Reinvestment"--This option directs the Administrator to
reinvest cash dividends paid on a specified number of shares of common
stock then owned by you in shares of
6
common stock. We will continue to pay you cash dividends on the remaining
shares of common stock, when and if declared by our board of directors.
This option also permits you to make optional cash investments from $250
to $10,000 per month to buy additional shares of common stock.
- "Optional Cash Investments Only"--This option permits you to make optional
cash investments from $250 to $10,000 per month to buy additional shares
of common stock. Dividends on shares of common stock credited to your
account under the Plan will be reinvested in additional shares of common
stock. We will continue to pay you cash dividends, when and if declared by
our board of directors, on the shares of common stock owned by you then or
in the future, unless you designate the shares for reinvestment pursuant
to the Plan.
You should choose your investment option by checking the appropriate box on
the Authorization Form. If you sign and return an Authorization Form without
checking an option, the Administrator will choose the "Full Dividend
Reinvestment" option and will reinvest all cash dividends on all shares of
common stock registered in your name.
The Administrator automatically will reinvest all cash dividends paid on all
shares of common stock that you have designated for participation in the Plan
until you indicate otherwise or withdraw from the Plan, or until we terminate
the Plan. If you have elected to have your dividends reinvested, we will pay to
the Administrator dividends on all shares of common stock held in your Plan
account. The Administrator will credit the common stock purchased with your
reinvested dividends to your Plan account.
CHANGING YOUR INVESTMENT OPTION. You may change your investment option by
completing and signing a new Authorization Form and returning it to the
Administrator of the Plan. The Administrator must receive any change at least
three business days before the record date for a dividend payment in order for
the change to become effective for that dividend payment. The Administrator also
must receive any change in the number of shares of common stock that you have
designated for partial dividend reinvestment at least three business days before
the record date for a dividend payment in order to reinvest for the new number
of shares on the next Investment Date.
7. WHEN WILL MY PARTICIPATION IN THE PLAN BEGIN?
The date on which the Administrator receives your properly completed
Authorization Form will determine the date on which the Administrator will buy
shares of common stock for your account. If you choose either the full or
partial dividend reinvestment option, the Administrator will begin to reinvest
dividends on the Investment Date after receipt of your Authorization Form,
provided it receives the Authorization Form at least three business days before
the record date set for the related dividend payment.
If you choose the optional cash investments only option and wish to invest
$10,000 or less in any one month, the Administrator will purchase shares of
common stock for you on the Investment Date after receipt of both your
Authorization Form and the good funds to be invested, provided it receives the
Authorization Form and funds by 12:00 p.m. on the last business day immediately
preceding the Investment Date. If the Administrator receives your Authorization
Form and funds for optional cash investment after such time before the
Investment Date, then the Administrator generally will hold your funds, without
interest, for investment on the next Investment Date. Please see the provisions
of Question 10 if you wish to invest more than $10,000.
Once you enroll in the Plan, you will remain enrolled in the Plan until you
withdraw from the Plan or we terminate the Plan.
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PURCHASES
8. HOW ARE SHARES PURCHASED UNDER THE PLAN?
INITIAL PURCHASE OF COMMON STOCK. If you are an interested investor but not
yet our stockholder, then you initially may direct the Administrator to purchase
for your account at least $1,000 (but no more than $10,000) worth of common
stock, making you eligible to participate in the Plan. You should send, together
with your Authorization Form, a check or money order, payable to the
Administrator, in an amount from $1,000 to $10,000 made out in U.S. funds drawn
on a U.S. bank to the Administrator at the address set forth in Question 4. The
other provisions of this Question 8 will apply to your purchase of shares of
common stock in this manner.
SOURCE OF THE SHARES OF COMMON STOCK. The Administrator will use all
dividends reinvested through the Plan and all optional cash investments to buy
either newly issued shares of common stock directly from us, or shares of common
stock on the open market or in privately negotiated transactions with third
parties, or a combination thereof, at our discretion. Shares of common stock
purchased directly from us will consist of authorized but unissued shares of
common stock, including shares held in our treasury, if any. Shares of common
stock purchased on the open market will be made through BNY ESI & Co., Inc.
("BNY ESI"), a wholly-owned subsidiary of The Bank of New York Company, Inc. We
cannot revise our determination that shares purchased through the Plan will be
purchased either (1) from us, or (2) on the open market or in privately
negotiated transactions, more than once every three months.
INVESTMENT DATES. If the Administrator is purchasing your shares of common
stock with reinvested dividends, your shares will be purchased beginning on the
dividend payment date, or if that date is not a trading day, then on the next
succeeding trading day. A trading day means a day on which trades in shares of
common stock are reported on the principal market for those shares. If the
Administrator is purchasing your shares of common stock with cash investments,
your shares will be purchased beginning on the fifteenth day of the month, or if
that date is not a trading day, then on the next succeeding trading day.
You should be aware that when the Administrator is purchasing shares of
common stock on the open market, regulations may require the Administrator to
make the purchases on a date later than the date specified by the Plan.
The date on which the Administrator purchases shares of common stock
directly from us, or the first date on which the Administrator purchases shares
in the open market, with respect to any dividend reinvestment or optional cash
investment is sometimes referred to in the Plan as the "Investment Date" for the
shares of common stock purchased in connection with that dividend reinvestment
or optional cash investment.
In the past, record dates for dividends have preceded the dividend payment
dates by approximately two weeks. We historically have paid dividends on or
about the fifteenth business day of each January, April, July and October. We
cannot assure you that we will pay dividends according to this schedule in the
future, and nothing contained in the Plan obligates us to do so. Neither we nor
the Administrator will be liable when conditions, including compliance with the
rules and regulations of the Securities and Exchange Commission, prevent the
Administrator from buying shares of common stock or interfere with the timing of
purchases.
We pay dividends as and when declared by our board of directors. We cannot
assure you that we will declare or pay a dividend in the future, and nothing
contained in the Plan obligates us to do so. The Plan does not represent a
guarantee of future dividends.
PRICE OF SHARES OF COMMON STOCK. Shares of common stock purchased through
the Plan directly from us with reinvested dividends will be acquired at a price
to you equal to the average
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of the daily high and low sales prices of the shares reported as NYSE Composite
Transactions for the "Dividend Reinvestment Pricing Period," the five trading
days immediately preceding the applicable Investment Date.
Shares of common stock purchased through the Plan on the open market with
reinvested dividends will be acquired at a price to you equal to the average
price paid by the Administrator for shares purchased through the Plan in the
open market purchases.
Shares of common stock purchased with reinvested dividends may reflect a
discount ranging from 0% to 3%. The discount is initially expected to be 0%, but
may be adjusted by us at our discretion at any time.
Shares of common stock purchased through the Plan directly from us with cash
investments of less than $10,000 will be acquired at a price to you equal to
100% of the average of the daily high and low sales prices of the shares
reported as NYSE Composite Transactions for the "Cash Investment Pricing
Period," the five trading days immediately preceding the applicable Investment
Date. We reserve the right to grant a discount in the future for these
investments.
Shares of common stock purchased through the Plan on the open market with
cash investments will be acquired at a price to you equal to the average price
paid by the Administrator for shares purchased through the Plan in the open
market purchases.
Shares of common stock purchased pursuant to a request for waiver (as
described in Question 10) may reflect a waiver discount of 0% to 3% from the
market price and will be based on the average of the daily high and low sales
prices of the shares of common stock reported as NYSE Composite Transactions
during a Pricing Period consisting of five trading days preceding the Investment
Date. Shares purchased pursuant to a request for waiver are also subject to the
qualifications set forth under "Minimum Waiver Price" in Question 10 below.
The price to you for shares of common stock purchased through the Plan,
whether directly from us or in open market transactions, is sometimes referred
to as the "purchase price" for such shares.
Although we will pay all brokerage fees on shares purchased on the open
market, for tax purposes, these fees will be considered as additional taxable
dividend income to you. See Question 16 for a discussion of the principal
federal income tax consequences of participating in the Plan. These fees are not
expected to be substantial.
Notwithstanding anything else to the contrary herein, under no circumstances
will the price of a share of common stock acquired under the Plan (whether by
reinvested dividends or cash payments) be less than 95% of the fair market value
of such share determined as of the applicable Investment Date. For purposes of
making the foregoing computation, (1) the fair market value of a share of common
stock is the weighted average share price of all shares sold on the open market
on the applicable Investment Date, and (2) if any brokerage commission is paid
to acquire a share and not reimbursed by the Plan participant, it will be
treated as an additional reduction in the price of such share.
NUMBER OF SHARES TO BE PURCHASED. If you elect to participate in the Plan by
reinvesting your dividends, the Administrator will invest for you the total
dollar amount equal to the sum of (1) the dividend on all shares of common
stock, including fractional shares, held in your Plan account for which you have
requested dividend reinvestment and (2) any optional cash investments to be made
as of that Investment Date.
If you elect to make only optional cash investments, the Administrator will
invest for you the total dollar amount equal to any optional cash investments to
be made as of that Investment Date.
As of any Investment Date, the Administrator will purchase for your account
the number of shares of common stock equal to the total dollar amount to be
invested for you, as described above, divided
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by the applicable purchase price. The Administrator will deduct from the amount
to be invested for you any amount that we are required to deduct for withholding
tax purposes.
ADMINISTRATOR'S CONTROL OF PURCHASE TERMS. With respect to purchases of
shares of common stock that the Administrator makes under the Plan, the
Administrator, or a broker that the Administrator selects, will determine the
following:
- the exact timing of open market purchases;
- the number of shares of common stock, if any, that the Administrator
purchases on any one day or at any time of that day;
- the prices for the shares of common stock that the Administrator pays;
- the markets on which the Administrator makes the purchases; and
- the persons, including brokers and dealers, from or through which the
Administrator makes the purchases.
COMMINGLING OF FUNDS. When making purchases for an account under the Plan,
we or the Administrator may commingle your funds with those of other investors
participating in the Plan.
9. HOW DO I MAKE OPTIONAL CASH INVESTMENTS?
You may make optional cash investments at any time if you have submitted a
signed Authorization Form and if you are (1) a registered holder of common
stock, (2) an interested investor who has purchased from us at least $1,000
worth of common stock or (3) a beneficial owner of common stock and either have
directed your broker, bank or other nominee in whose name your shares are held
to transfer shares of common stock to your name or you have arranged with your
broker, bank or other nominee in whose name your shares are held to participate
in the Plan on your behalf.
INITIAL OPTIONAL CASH INVESTMENTS. You may make an initial optional cash
investment when enrolling in the Plan by sending your properly completed
Authorization Form and a check or money order, payable to the Administrator, in
an amount from $1,000 to $10,000 made out in U.S. funds drawn on a U.S. bank to
the Administrator at the address set forth in Question 4 for receipt by the
Administrator by 12:00 p.m. on the last business day preceding an Investment
Date. Please see Question 10 if you wish to make an optional cash investment of
more than $10,000 in any month.
SUBSEQUENT OPTIONAL CASH INVESTMENTS. Once you enroll in the Plan and make
an initial investment, whether by dividend reinvestment or optional cash
investment, the Administrator will attach an Optional Cash Investment Form (a
copy of which is attached hereto as Exhibit C) as a tear-off form to each
statement of account it sends to you. To make an optional cash investment once
enrolled in the Plan, you should send a properly completed Optional Cash
Investment Form and a check or money order, payable to the Administrator, in an
amount from $250 to $10,000 made out in U.S. funds drawn on a U.S. bank to the
Administrator at the address set forth in Question 4 so that it is received by
12:00 p.m. eastern time on the last business day preceding an Investment Date.
The Administrator will hold, without interest, all optional cash investments
that it receives after 12:00 p.m. eastern time on the last business day before
an Investment Date and before the next Investment Date. The Administrator will
invest the held-over funds on the next Investment Date, provided that the next
Investment Date falls within 35 or fewer days. If the next Investment Date will
occur in more than 35 days, then the Administrator will return the funds to you,
without interest.
MINIMUM AND MAXIMUM LIMITS. For any Investment Date that you choose to make
an optional cash investment, you must invest at least $250 but not more than
$10,000. You may invest an amount greater than $10,000 in any month only if you
obtain a prior written waiver from us to do so.
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See Question 10 to learn how to request a waiver. Optional cash investments that
exceed $10,000, unless the limit has been waived, will be returned without
interest.
ITEMS TO REMEMBER WHEN MAKING OPTIONAL CASH INVESTMENTS. When making your
optional cash investment, you should consider the following:
- All optional cash investments must equal at least $250 but not more than
$10,000 per month (unless we waive this maximum limit);
- You do not have to make an optional cash investment in any month;
- You do not have to send the same amount of cash payment each month;
- You must make all optional cash investments in United States dollars; and
- You must send optional cash investments in the form of a check or money
order payable to the Administrator. Do not send cash.
REFUNDS OF UNINVESTED OPTIONAL CASH INVESTMENTS. To obtain a refund of
optional cash investments which the Administrator has not yet invested, you must
contact the Administrator at the address set forth in Question 4. The
Administrator must receive your request no later than five business days prior
to the Investment Date in order to refund your money for the Investment Date.
NO INTEREST ON OPTIONAL CASH INVESTMENTS. You will not earn interest on
optional cash investments held pending investment. We therefore suggest that you
send any optional cash investment that you wish to make so as to reach the
Administrator as close as possible to 12:00 p.m. on the last business day
preceding the next Investment Date. You should contact the Administrator if you
have any questions regarding these dates.
RETURNED CHECKS FOR INSUFFICIENT FUNDS. In the event that any check is
returned unpaid for any reason, the Administrator will consider the request for
investment of the money null and void and will immediately remove from the
participant's account any shares of common stock purchased upon the prior credit
of the money. The Administrator will be entitled to sell these shares of common
stock to satisfy any uncollected amounts. If the net proceeds of the sale of the
shares of common stock are insufficient to satisfy the balance of the
uncollected amounts, the Administrator will be entitled to sell additional
shares of common stock from the participant's account to satisfy the uncollected
balance. A $25.00 fee will be charged for any deposit returned unpaid.
10. HOW DO I MAKE AN OPTIONAL CASH INVESTMENT OVER THE MAXIMUM MONTHLY AMOUNT?
If you wish to make an optional cash investment in excess of $10,000 for any
Investment Date, you must obtain our prior written approval by submitting a
request for waiver. To obtain a Request For Waiver Form (a copy of which is
attached hereto as Exhibit D), please call our Investor Relations Department at
(212) 216-1601. Once completed, you should return the Request For Waiver Form to
our Investor Relations Department via facsimile at (212) 216-1785 no later than
three (3) business days preceding the start of the Pricing Period for the
applicable Investment Date. If we have approved your request for waiver, then
you must send to the Administrator a copy of our written waiver approval along
with your optional cash investment of greater than $10,000. The Administrator
must receive your optional cash investment in good funds pursuant to a request
for waiver by the close of business on the last business day immediately
preceding the first day of the Pricing Period. Subject to our right to establish
a minimum waiver price or to suspend or terminate the plan, the investment
decision is irrevocable. Please see Question 9 for other provisions relating to
optional cash investments.
11
We have the sole discretion to approve any request to make an optional cash
investment in excess of the $10,000 maximum allowable amount. We may grant the
requests for waiver in order of receipt or by any other method that we determine
to be appropriate. We also may determine the amount that you may invest pursuant
to a waiver. In deciding whether to approve your request for waiver, we may
consider, among other things, the following factors:
- whether, at the time of the request, the Administrator is acquiring shares
of common stock for the Plan directly from us or in the open market or in
privately negotiated transactions with third parties;
- our need for additional funds;
- our desire to obtain the additional funds through the sale of shares of
common stock as compared to other sources of funds;
- the purchase price likely to apply to any sale of shares of common stock;
- the extent and nature of your prior participation in the Plan;
- the number of shares of common stock you hold of record or beneficially;
and
- the total amount of optional cash investments in excess of $10,000 for
which requests for waiver have been submitted.
If you do not receive a response from us in connection with your request for
waiver, you should assume that we have denied your request.
MINIMUM WAIVER PRICE. We may set a minimum purchase price per share (the
"Minimum Waiver Price") for optional cash investments made pursuant to requests
for waiver for the applicable Pricing Period. We will determine whether to set a
Minimum Waiver Price, and, if so, its amount, four business days before the
first day of a Pricing Period. We will notify the Administrator of the Minimum
Waiver Price, if any. In deciding whether to set a Minimum Waiver Price, we will
consider current market conditions, the level of participation in the Plan and
our current and projected capital needs.
We will fix the Minimum Waiver Price for a Pricing Period as a dollar amount
that the average of the high and low sale prices reported as NYSE Composite
Transactions for each trading day of the Pricing Period must equal or exceed. We
will exclude from the Pricing Period and from the determination of the purchase
price any trading day within the Pricing Period that does not meet the Minimum
Waiver Price. Also, any day in which no trades of shares of common stock are
made on the NYSE will not be considered a "trading day" or an Investment Date
and will be excluded from the Pricing Period. Thus, for example, if the Minimum
Waiver Price is not met for two of the five trading days in a Pricing Period,
then we will base the purchase price upon, and sell shares to the Administrator
only for, the remaining three trading days in which the Minimum Waiver Price was
met.
At the end of each Pricing Period we will return a portion of each optional
cash investment for each trading day of a Pricing Period for which the Minimum
Waiver Price is not met or for each day in which no trades of shares of common
stock are reported on the NYSE. The returned amount will equal one-fifth (or
20%) of the total amount of the optional cash investment, not just the amount
exceeding $10,000, for each trading day that the Minimum Waiver Price is not met
or for each day in which no trades are reported. Thus, for example, if the
Minimum Waiver Price is not met or no sales of our shares of common stock are
reported for two of the five trading days in a Pricing Period, then the
Administrator will return two-fifths (or 40%) of the optional cash investment to
you without interest.
The establishment of the Minimum Waiver Price and the possible return of a
portion of the investment apply only to optional cash investments made pursuant
to a request for waiver. Setting a Minimum Waiver Price for a Pricing Period
will not affect the setting of a Minimum Waiver Price for
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any other Pricing Period. We may waive our right to set a Minimum Waiver Price
for any particular month. Neither we nor the Administrator is required to give
you notice of the Minimum Waiver Price for any Pricing Period. However, you may
contact our Investor Relations Department on the Minimum Waiver Price/Waiver
Discount set date (indicated on "Calendar of Expected Events--Optional Cash
Investments of Greater than $10,000" attached as Exhibit E to this prospectus)
at (212) 216-1601 to learn whether we have set a Minimum Waiver Price for that
Pricing Period.
WAIVER DISCOUNT. Each month, at least four business days prior to the first
day of the applicable Pricing Period, we may establish a discount from the
market price applicable to optional cash investments made pursuant to a request
for waiver. This Waiver Discount may be between 0% and 3% of the purchase price
and may vary each month, but once established will apply uniformly to all
optional cash investments made pursuant to a request for waiver for that month.
The Waiver Discount will be established in our sole discretion after a review of
current market conditions, the level of participation in the Plan, and current
and projected capital needs. Participants may obtain the Waiver Discount
applicable to the next Pricing Period by telephoning our Investor Relations
Department at (212) 216-1601. Setting a Waiver Discount for a particular month
shall not affect the setting of a Waiver Discount for any subsequent month. The
Waiver Discount will apply to the entire optional cash investment and not just
the portion of such investment that exceeds $10,000. The Waiver Discount is
initially expected to be 0%, but may be adjusted by us in our discretion at any
time. Although the Waiver Discount will apply only to optional cash investments
that exceed $10,000, we reserve the right to establish, in the future, a
discount from the market price for optional cash investments of $10,000 or less
and we reserve the right to change the discount for reinvestment of cash
dividends.
Neither we nor the Administrator is required to give you notice of any
Waiver Discount or Minimum Waiver Price for any Pricing Period. However, you may
contact our Investor Relations Department on the Minimum Waiver Price/Waiver
Discount set date indicated on "Calendar of Expected Events--Optional Cash
Investments of Greater than $10,000" attached as Exhibit E attached to this
prospectus at (212) 216-1601 to learn whether we have set a Waiver
Discount/Minimum Waiver Price for that Pricing Period.
11. WHAT IF I HAVE MORE THAN ONE ACCOUNT?
For purposes of the limitations discussed in Question 10, we may aggregate
all optional cash investments for Plan participants with more than one account
using the same social security or taxpayer identification number ("TIN"). If you
are unable to supply a social security number or TIN, we may limit your
participation to only one Plan account.
For purposes of the Plan, we may aggregate all Plan accounts that we
believe, in our sole discretion, to be under common control or management or to
have common ultimate beneficial ownership. Unless we have determined that
reinvestment of dividends and optional cash investments for each such account
would be consistent with the purposes of the Plan, we will have the right to
aggregate all the accounts and to return, without interest, within 30 for
dividend reinvestment, or 35 for optional cash investment, days of receipt, any
amounts in excess of the investment limitations applicable to a single account
received in respect of all the accounts.
CERTIFICATES
12. WILL I RECEIVE CERTIFICATES FOR SHARES PURCHASED?
SAFEKEEPING OF CERTIFICATES. Unless your shares of common stock are held by
a broker, bank or other nominee, we will register shares of common stock that
the Administrator purchases for your account under the Plan in your name. The
Administrator will credit the shares to your Plan account in "book-entry" form.
This service protects against the loss, theft or destruction of certificates
evidencing shares of common stock.
13
You also may send to the Administrator for safekeeping all certificates for
shares of common stock which you hold. The Administrator will credit the shares
of common stock represented by the certificates to your account in "book-entry"
form and will combine the shares with any whole and fractional shares then held
in your Plan account. In addition to protecting against the loss, theft or
destruction of your certificates, this service also is convenient if and when
you sell shares of common stock through the Plan. See Question 13 to learn how
to sell your shares of common stock under the Plan.
You may deposit certificates for shares of common stock into your account
regardless of whether you have previously authorized reinvestment of dividends.
The Administrator automatically will reinvest all dividends on any shares
deposited in accordance with the Plan, unless you have instructed the
Administrator otherwise.
To deposit certificates for safekeeping under the Plan, you should send your
share certificates, in non-negotiable form, to the Administrator by insured mail
at the address specified in Question 4. You may withdraw any shares deposited
for safekeeping by contacting the Administrator.
ISSUANCE OF CERTIFICATES. Upon your contacting the Administrator or upon our
termination of the Plan, the Administrator will issue and deliver to you
certificates for all whole shares of common stock credited to your Plan account.
The Administrator will not issue certificates for fractional shares of common
stock but will issue a check representing the value of any fractional shares of
common stock valued at the then current market price. The Administrator will
handle the requests at no cost to you. The Administrator will continue to credit
any remaining whole or fractional shares of common stock to your account.
EFFECT OF REQUESTING CERTIFICATES IN YOUR NAME. If you request a certificate
for whole shares of common stock held in your account, either of the following
may occur:
- If you maintain an account for reinvestment of dividends, then the
Administrator will continue to reinvest all dividends on the shares of
common stock for which you requested a certificate so long as the shares
remain registered in your name; and
- If you maintain an account only for optional cash investments, then the
Administrator will not reinvest dividends on shares of common stock for
which you requested a certificate unless and until you submit an
Authorization Form to authorize reinvestment of dividends on the shares
registered in your name.
TRANSFER RESTRICTIONS. If you wish to pledge, sell or transfer shares of
common stock, you must first request that we issue a certificate for the shares
in your name.
SALE OF SHARES
13. HOW DO I SELL SHARES?
SALE OF SHARES HELD IN YOUR ACCOUNT. You may contact the Administrator in
writing or via its Interactive Voice Response ("IVR") system to sell all or any
part of the shares of common stock held in your Plan account. To place a sale
order via the IVR system, telephone the Administrator's shareholder service
center at (800) 524-4458 and enter your social security number or TIN at the
prompt. Select the menu option for sales. For security purposes, you will be
asked to enter your account number. Daily sale orders are generally accepted
until 6:00 p.m. eastern time. Sale orders placed via the IVR before 6:00 p.m.
will generally be sold within two business days and in most cases be sold the
next business day. Sales placed after 6:00 p.m. will be considered received the
next business day. The IVR is confidential, secure and provides a unique
confirmation number for each transaction that you execute.
14
The Administrator aggregates all requests to sell shares of common stock and
then sells the total share amount on the open market through BNY ESI. Shares of
common stock are sold daily. The selling price will not be known until the sale
is completed. The proceeds of the transaction, less applicable brokerage
commissions, service charges and any taxes, will be mailed to you by first class
mail within two business days after the trade settlement date. The trade
settlement date is the third business day after the sale order is executed. The
sale check will include a stub detailing the trade, as well as Form 1099-B,
which should be retained for your tax records.
You should be aware that the price of our common stock may fall during the
period between a request for sale, its receipt by the Administrator and the
ultimate sale on the open market. Instructions sent to the Administrator to sell
shares of common stock may not be rescinded.
If you sell or transfer only a portion of the shares of common stock in your
Plan account, you will remain a participant in the Plan and may continue to make
optional cash investments and reinvest dividends. The Administrator will
continue to reinvest the dividends on the shares of common stock credited to
your account unless you notify the Administrator that you wish to withdraw from
the Plan.
COSTS OF SELLING SHARES. The Plan requires you to pay all costs associated
with the sale of your shares of common stock under the Plan. Please see the
"Plan Service Fees Schedule" attached as Exhibit B hereto for a detailed
description of the costs.
TERMINATION OF YOUR ACCOUNT UPON SALE OF ALL SHARES. If the Administrator
sells all shares of common stock held in your Plan account, the Administrator
will automatically terminate your account. In this case, you will have to
complete and file a new Authorization Form to rejoin the Plan.
REPORTS
14. HOW WILL I KEEP TRACK OF MY INVESTMENTS?
Each time the Administrator makes an investment for your account, whether by
reinvestment of dividends or by optional cash investment, the Administrator will
send you a detailed statement that will provide the following information with
respect to your Plan account:
- total cash dividends received;
- total optional cash investments received;
- total number of shares of common stock purchased, including fractional
shares;
- price paid per share of common stock;
- date of share purchases;
- total number of shares of common stock sold;
- price obtained per share of common stock;
- date of share sales; and
- total number of shares of common stock in your Plan account.
You should retain these statements to determine the tax cost basis of the
shares of common stock purchased for your account under the Plan.
15
WITHDRAWAL
15. HOW WOULD I WITHDRAW FROM PARTICIPATION IN THE PLAN?
HOW TO WITHDRAW FROM THE PLAN. You may withdraw from the Plan at any time.
You may withdraw from the Plan by providing written notice instructing the
Administrator to terminate your account or via the IVR system by telephoning the
Administrator's shareholder service center at (800) 524-4458 and making the
appropriate menu selections. The Administrator must receive written notice three
business days before the record date for any dividend payment in order to
terminate your account prior to the dividend payment date.
ISSUANCE OF SHARE CERTIFICATES UPON WITHDRAWAL FROM PLAN. Upon termination
of your Plan account, the Administrator will issue to you share certificates for
any whole shares of common stock in your account. The Administrator will convert
to cash any fractional shares held in your account at the time of termination at
the then current market price of the shares of common stock. After the
Administrator terminates your account, we will pay to you all cash dividends on
the shares of common stock owned by you unless you rejoin the Plan.
SELLING SHARES UPON WITHDRAWAL FROM PLAN. As an alternative to receiving
share certificates, upon termination of your Plan account you may request, via
the IVR system or in writing, that the Administrator sell all or a portion of
the shares of common stock (both whole and fractional) in your account. If you
instruct the Administrator only to sell a portion of your shares of common
stock, then the Administrator will issue to you certificates for the remaining
shares. The Administrator will mail to you a check for the proceeds of the sale,
less applicable brokerage commissions, service charges and any taxes. Please see
Question 14 to learn how the Administrator sells shares of common stock under
the Plan.
REJOINING THE PLAN AFTER WITHDRAWAL. After you withdraw from the Plan, you
may rejoin the Plan at any time by filing a new Authorization Form with the
Administrator. However, the Administrator has the right to reject the
Authorization Form if you repeatedly join and withdraw from the Plan, or for any
other reason. The Administrator's exercise of this right is intended to minimize
unnecessary administrative expenses and to encourage use of the Plan as a
long-term stockholder investment service.
TAXES
16. WHAT ARE SOME OF THE MATERIAL TAX CONSEQUENCES OF MY PARTICIPATION IN THE
PLAN?
The following summarizes the material federal income tax consequences of
participating in the Plan. This summary is for general information only. It does
not constitute tax advice and does not reflect every possible tax outcome or
consequence that may result from participating in the Plan. Except as otherwise
provided, this summary does not address your tax consequences unless you are
both a United States citizen (or a resident alien) and hold your stock as a
capital asset (as defined in the Code). WE ADVISE YOU TO CONSULT YOUR OWN TAX
ADVISORS TO DETERMINE THE TAX CONSEQUENCES PARTICULAR TO YOUR SITUATION,
INCLUDING ANY APPLICABLE FEDERAL, STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX
CONSEQUENCES THAT MAY RESULT FROM PARTICIPATING IN THE PLAN OR SELLING STOCK
ACQUIRED UNDER THE PLAN. Any state tax consequences will vary from state to
state, and any tax consequences to you if you reside outside the United States
will vary from jurisdiction to jurisdiction.
REINVESTMENT OF DIVIDENDS PAID ON SHARES OF COMMON STOCK. For federal
income tax purposes, if you elect to reinvest the cash dividends paid on your
shares through the Plan, you will nevertheless be treated as if you received a
distribution from us with respect to your shares on the Investment Date. The
amount of this deemed distribution (the "Deemed Distribution") will equal
(1) any brokerage commissions we pay on your behalf (such as in the case of
stock purchased on the
16
open market) plus (2) the fair market value, as of the Investment Date, of the
stock purchased with your reinvested dividends. (Because your Deemed
Distribution is based on the fair market value of the purchased shares
determined as of the Investment Date, the amount of your Deemed Distribution may
differ from the actual purchase price of the shares acquired for you).
Your Deemed Distribution will first be treated as a taxable dividend
(ordinary income) to the extent of our current and accumulated earnings and
profits. To the extent your Deemed Distribution exceeds our current and
accumulated earnings and profits, it will be treated as a return of capital to
you to the extent of your basis in your shares of common stock, and thereafter
as gain from the sale of your shares of common stock. If you are a corporation,
regardless of whether your Deemed Distribution (or any other distribution from
us) is taxable as a dividend, you will not be able to claim any dividends
received deduction.
Except for costs related to selling shares at your direction, or your
withdrawal from the Plan, we will pay all expenses of administering the Plan.
Consistent with the conclusion reached by the Internal Revenue Service (the
"Service") in a private letter ruling issued to another taxpayer, we intend to
take the position that the costs of administering the Plan do not result in
taxable income to you or reduce the basis of your shares. However, because the
private letter ruling was issued to another taxpayer, we have no legal right to
rely on its conclusions and there can be no assurance that the Service will
accept our position on Plan costs. For this or other reasons, we may in the
future take a different position with respect to such costs.
Your tax basis in the shares of common stock acquired for your Plan account
on any particular Investment Date will generally equal your Deemed Distribution
for that Investment Date. Your holding period in the shares will generally begin
on the day after the Investment Date.
OPTIONAL CASH INVESTMENTS. For federal income tax purposes, if you elect to
purchase shares of common stock from us with a cash investment, you will not be
treated as receiving a distribution from us unless we pay brokerage commissions
on your behalf or your shares are purchased at a discount, in which case the
amount of the deemed distribution (the "Deemed Distribution") will equal the sum
of (1) any brokerage commissions paid on your behalf plus (2) the fair market
value of any discount (measured by the number of additional shares you acquired
as a result of the discount) as of the Investment Date. (Because your Deemed
Distribution attributable to any discount is based on the fair market value of
the discount determined as of the Investment Date, the amount of your Deemed
Distribution attributable to discount may differ from the actual amount of the
discount). Shares of common stock purchased through the Plan with cash
investments under $10,000 do not currently enjoy any discount. We may grant a
discount with respect to shares purchased pursuant to a request for waiver. See
the discussion earlier under the caption "HOW ARE SHARES PURCHASED UNDER THE
PLAN?"
Whether a Deemed Distribution that relates to a cash investment will result
in income or reduce the basis in your stock will be determined in the same
manner as in the case of a Deemed Distribution that relates to reinvested
dividends.
Your tax basis in the shares of common stock acquired for your Plan account
on any particular Investment Date will generally equal the sum of your Deemed
Distribution for that Investment Date plus the amount of your cash investment.
Your holding period in the shares will generally begin on the day after the
Investment Date.
INCOME TAX WITHHOLDING AND ADMINISTRATIVE EXPENSES. We or the Administrator
may be required to deduct "backup withholding" from the dividends that we pay to
any stockholder, regardless of whether the dividends are reinvested pursuant to
the Plan. Similarly, the
17
Administrator may be required to deduct backup withholding from the proceeds of
shares of common stock sold from your Plan account. You will be subject to
backup withholding if:
- you fail to properly furnish us and the Administrator with your correct
TIN;
- the Service or any other governmental body or agency notifies us or the
Administrator that you have provided an incorrect TIN;
- the Service notifies us or the Administrator that backup withholding
should be commenced because you failed to properly report dividends paid
to you; or
- when required to do so, you fail to certify, under penalties of perjury,
that you are not subject to backup withholding.
If you are a foreign stockholder whose distributions are subject to federal
income tax withholding at the 30% rate (or a lower treaty rate), the appropriate
amount will be withheld and the balance will be used to purchase shares of
common stock that will then be credited to your account. As a result of the
Small Business Job Protection Act of 1996, we intend to withhold an additional
10% of any distribution to a foreign stockholder to the extent it exceeds our
current and accumulated earnings and profits.
All withholding amounts will be withheld from dividends before the dividends
are reinvested under the Plan. Therefore, if you are subject to withholding,
dividends which would otherwise be available for reinvestment under the Plan
will be reduced by the withholding amount. Any amount paid as withholding will
be treated as distributed to you and creditable against your income tax
liability.
DISPOSITION. If you withdraw shares of common stock from the Plan and
receive whole shares of common stock, you will not realize any taxable income.
However, if you receive cash for a fraction of a share, you will be required to
recognize gain or loss with respect to the fraction. You also will be required
to recognize a gain or loss upon any sale of your shares, whether the shares are
sold by the Administrator on your behalf or sold by you after you withdraw the
shares from the Plan. Generally, the amount of the gain or loss that you will be
required to recognize will be the difference between the amount that you receive
for the shares of common stock and your tax basis in those shares.
EXCEEDING THE OWNERSHIP LIMITATION SET FORTH IN OUR ARTICLES OF
INCORPORATION. To remain qualified as a REIT for federal income tax purposes,
not more than 50% in value of our outstanding capital stock may be owned by five
or fewer individuals at any time during the last half of any year. For this
purpose, stock may be "owned" directly, as well as indirectly under certain
constructive ownership rules, including, for example, rules that attribute stock
held by one family member to another family member. To avoid violating this rule
regarding share ownership limitations and maintain our REIT qualification, our
articles of incorporation prohibit ownership by any single stockholder of more
than 9.0% in value or number of shares of any class or series of our stock.
The board of directors has the discretion to raise or waive this limitation
on ownership for any stockholder if deemed to be in our best interest. To obtain
a waiver, a stockholder must present the board and our tax counsel with evidence
that ownership in excess of this limit will not affect our present or future
REIT status.
Absent any exemption or waiver, stock acquired or held in excess of the
limit on ownership will be transferred to a trust for the exclusive benefit of a
designated charitable beneficiary, and the stockholder's rights to distributions
and to vote would terminate. The stockholder would be entitled to receive, from
the proceeds of any subsequent sale of the shares transferred to the charitable
trust, the lesser of: the price paid for the stock or, if the owner did not pay
for the stock, the market price of the stock on the date of the event causing
the stock to be transferred to the charitable trust; and the amount realized
from the sale.
18
17. HOW CAN I VOTE MY SHARES?
We will send you proxy materials for any meeting of stockholders in order to
vote all whole shares of common stock credited to your account. You may vote
your shares of common stock either by designating the vote of the shares by
proxy or by voting the shares in person at the meeting of stockholders.
18. WHAT ARE THE COSTS OF THE PLAN?
There are no brokerage commissions or service charges on shares of common
stock purchased from us for your account. We will pay brokerage fees on shares
of common stock purchased on the open market for your account and, for tax
purposes, these fees will be considered as additional dividend income to you. We
will pay all costs of administering the Plan, except as stated below. You will
be responsible for any fees payable in connection with your sale of shares from
the Plan. The Administrator will charge nominal fees for various services,
including, but not limited to, sales of shares of common stock, preparing
transcripts of accounts (in addition to normal monthly statements) and other
special requests. These charges must be borne by you. Please see the "Plan
Service Fees Schedule" attached as Exhibit B hereto for a detailed description
of the costs.
19. WHAT ARE YOUR AND THE ADMINISTRATOR'S RESPONSIBILITIES?
We, any of our agents and the Administrator, in administering the Plan, are
not liable for any act done in good faith or for any good faith failure to act,
including, without limitation, any claim of liability (i) arising from the
failure to terminate your account upon your death or judgment of incompetence
prior to the Administrator's receipt of notice in writing of the death;
(ii) relating to the prices and times at which the Administrator buys or sells
shares of common stock for your account; or (iii) relating to any fluctuation in
the market value of the common stock.
We, any of our agents and the Administrator will not have any duties,
responsibilities or liabilities other than those expressly set forth in the Plan
or as imposed by applicable laws, including federal securities laws. Since the
Administrator has assumed all responsibility for administering the Plan, we
specifically disclaim any responsibility for any of the Administrator's actions
or inactions in connection with the administration of the Plan. None of our
directors, officers or stockholders shall have any personal liability under the
Plan.
20. CAN I PLEDGE MY SHARES UNDER THE PLAN?
You may not pledge any shares of common stock credited to your Plan account.
Any attempted pledge will be void. If you wish to pledge your shares of common
stock, you first must withdraw the shares from the Plan. See Question 15 to
learn how to withdraw your shares under the Plan.
21. HOW CAN I TRANSFER MY SHARES?
You may transfer ownership of all or part of the shares of common stock held
in your Plan account through gift, private sale or otherwise by mailing to the
Administrator, at the address in Question 4, a properly executed share
assignment, along with a letter with specific instructions regarding the
transfer. You also must mail to the Administrator an Authorization Form and a
Form W-9 (Certification of Taxpayer Identification Number) completed by the
person to whom you are transferring your shares.
You also may transfer ownership of all or part of the shares of common stock
held in your Plan account into the account of another person within the Plan. To
complete a transfer, you must mail to the Administrator a letter with specific
instructions regarding the transfer and an Authorization Form completed by the
person to whom you are transferring your shares.
19
22. CAN THE PLAN BE AMENDED, MODIFIED, SUSPENDED OR TERMINATED?
Although we expect to continue the Plan indefinitely, we reserve the right
to amend, modify, suspend or terminate the Plan in any manner at any time. We
will notify you in writing of any modifications made to the Plan.
23. WHAT HAPPENS IF WE TERMINATE THE PLAN?
If we terminate the Plan, you will receive a certificate for all whole
shares of common stock held in your Plan account and a check representing the
value of any fractional shares of common stock valued at the then current market
price and any uninvested dividends or optional cash investments held in your
account.
24. ARE THERE ANY RISKS ASSOCIATED WITH THE PLAN?
Your investment in shares of common stock purchased under the Plan is no
different from any investment in shares of common stock that you hold directly.
Neither we nor the Administrator can assure you a profit or protect you against
a loss on shares that you purchase. You bear the risk of loss and enjoy the
benefits of any gain from changes in the market price with respect to shares of
common stock purchased under the Plan.
25. HOW WILL YOU INTERPRET AND REGULATE THE PLAN?
We may interpret, regulate and take any other action in connection with the
Plan that we deem reasonably necessary to carry out the Plan. As a participant
in the Plan, you will be bound by any actions taken by us or the Administrator.
26. WHAT LAW GOVERNS THE PLAN?
The laws of the State of Maryland will govern the terms, conditions and
operation of the Plan.
27. WHERE WILL NOTICES BE SENT?
The Administrator will address all of its notices to you at your last known
address. You should notify the Administrator promptly in writing of any change
of address.
20
INFORMATION ABOUT SL GREEN
SL Green is a self managed real estate investment trust, which we refer to
as a REIT, with in-house capabilities in property management, development,
construction and acquisitions. We are the first such REIT to own, manage, lease,
acquire and reposition only office properties in Manhattan. We own all of our
assets and conduct substantially all of our business through our operating
partnership, SL Green Operating Partnership, L.P. We are the managing general
partner of the operating partnership.
Our office properties generally are more than 25 years old but are in good
physical condition, enjoy widespread acceptance by high-quality tenants and are
situated in desirable locations in Manhattan. Our office properties can be
distinguished from Class A properties in that Class A properties are generally
newer properties with higher finishes and obtain the highest rental rates within
their markets.
A variety of tenants are attracted to our office properties due to their
prime locations, excellent amenities, distinguished architecture and relatively
less expensive rental rates. Our office space has historically attracted many
smaller growth-oriented firms and has played a critical role in satisfying the
space requirements of particular industry groups in Manhattan, such as the
advertising, apparel, business services, engineering, not-for-profit, "new
media" and publishing industries.
Our management team has developed a comprehensive knowledge of the Manhattan
office market, an extensive network of tenant and other business relationships
and experience in acquiring underperforming office properties and repositioning
them into profitable properties through intensive full-service management and
leasing efforts.
We were incorporated in the State of Maryland on June 10, 1997. Our
executive offices are located at 420 Lexington Avenue, New York, New York 10170
and our telephone number is (212) 594-2700. We also maintain a Web site at
www.slgreen.com.
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE
This document and the documents that are incorporated by reference contain
forward-looking statements that are subject to risks and uncertainties.
Forward-looking statements include information concerning possible or assumed
future results of our operations, including any forecasts, projections and plans
and objections for future operations. You can identify forward-looking
statements by the use of forward-looking expressions like "may," "will,"
"should," "expect," "anticipate," "estimate," or "continue" or any negative or
other variations on the expressions. Many factors could affect our actual
financial results, and could cause actual results to differ materially from
those in the forward-looking statements. These factors include the following:
- general economic or business conditions, either nationally or in New York
City, being less favorable than expected;
- demand for office space;
- risks of real estate acquisition;
- availability and creditworthiness of prospective tenants;
- adverse changes in the real estate markets;
- unanticipated increases occurring in financing and other costs;
- competition with other companies;
- legislative or regulatory changes adversely affecting real estate
investment trusts and the real estate business; and
- environmental and/or safety requirements.
21
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks and uncertainties, the forward-looking events and
circumstances discussed in this prospectus might not occur.
USE OF PROCEEDS
We will receive proceeds from the sale of common stock that the
Administrator purchases directly from us. We will not receive proceeds from the
sale of shares of common stock that the Administrator purchases in the open
market or in privately negotiated transactions. We will use the proceeds from
the sale of shares of common stock that the Administrator purchases directly
from us for general corporate purposes. We cannot estimate either the number of
shares of common stock or the prices of the shares that we will sell in
connection with the Plan.
PLAN OF DISTRIBUTION
Except to the extent the Administrator purchases shares of common stock in
the open market or in privately negotiated transactions with third parties, we
will sell directly to the Administrator the shares of common stock acquired
under the Plan. The shares, including shares acquired pursuant to requests for
waivers, may be resold in market transactions on any national securities
exchange on which shares of common stock trade or in privately negotiated
transactions. The shares of common stock currently are listed on the NYSE under
the symbol "SLG."
Pursuant to the Plan, we may be requested to approve optional cash
investments in excess of the allowable maximum amounts pursuant to requests for
waiver on behalf of participants in the Plan that may be engaged in the
securities business. In deciding whether to approve a request for waiver, we may
consider relevant factors including, among other things, (i) whether, at the
time of the request, the Administrator is acquiring shares of common stock for
the Plan directly from us or in the open market or in privately negotiated
transactions with third parties; (ii) our need for additional funds; (iii) our
desire to obtain the additional funds through the sale of common stock as
compared to other sources of funds; (iv) the purchase price likely to apply to
any sale of common stock; (v) the extent and nature of your prior participation
in the Plan; (vi) the number of shares of common stock you hold; and (vii) the
total amount of optional cash investments in excess of $10,000 for which
requests for waiver have been submitted. We may sell shares of common stock
through the Plan to persons who, in connection with the resale of the shares,
may be considered underwriters. In connection with these types of transactions,
compliance with Regulation M under the Securities Exchange Act of 1934 (the
"Exchange Act") would be required. We will not give any person any rights or
privileges other than those that the person would be entitled to as a
participant under the Plan. We will not enter into any agreement with any person
regarding the person's purchase, resale or distribution of shares. Under some
circumstances, we may, however, approve requests for optional cash investments
in excess of the allowable maximum limitations pursuant to requests for waivers.
Subject to the availability of shares of common stock registered for
issuance under the Plan, there is no total maximum number of shares that can be
issued pursuant to the reinvestment of dividends and optional cash investments.
We will pay all brokerage commissions and service charges in connection with the
reinvestment of dividends and optional cash investments to purchase common stock
under the Plan. You will have to pay any fees payable in connection with your
voluntary sale of shares from your Plan account and/or withdrawal from the Plan.
LEGAL MATTERS
Our counsel, Sidley Austin Brown & Wood LLP, New York, New York, will issue
an opinion to us regarding legal matters in connection with this offering,
including the validity of the issuance of the common stock offered pursuant to
the Plan. Tax matters will also be passed upon by Sidley Austin Brown & Wood
LLP, New York, New York.
22
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the three years ended December 31, 2000 and the statement of revenues and
certain expenses for One Park Avenue included in our Current Report on
Form 8-K/A, dated January 10, 2001, for the year ended December 31, 2000 and the
statement of revenues and certain expenses for 317 Madison Avenue included in
our current report on Form 8-K/A, dated June 7, 2001, for the year ended
December 31, 2000, as set forth in their reports, which are incorporated by
reference in this Prospectus and elsewhere in the registration statement. Our
financial statements and schedule are incorporated by reference in reliance on
Ernst & Young LLP's reports, given on their authority as experts in accounting
and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements or other information we file at the SEC's public
reference room located at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our SEC filings are also available to the public from
commercial document retrieval services and at the web site maintained by the SEC
at "http://www.sec.gov."
We have filed a registration statement on Form S-3, of which this prospectus
forms a part, to register the securities with the SEC. As allowed by SEC rules,
this prospectus does not contain all the information you can find in the
registration statement or the exhibits to the registration statement.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in this prospectus. This prospectus
incorporates by reference the documents set forth below that we have previously
filed with the SEC (other than information in such documents deemed not to be
filed). These documents contain important information about us, our business and
our finances.
DOCUMENT PERIOD
-------- ------
Annual Report on Form 10-K (File No. 1-13199)............... Year ended December 31, 2000
Quarterly Reports on Form 10-Q (File No. 1-13199)........... Quarter ended March 31, 2001
Quarter ended June 30, 2001
DATED FILED
----- -----
Current Reports on Form 8-K (File No. 1-13199).............. January 10, 2001 January 25, 2001
May 29, 2001 June 6, 2001
June 7, 2001 June 18, 2001
July 19, 2001 July 26, 2001
DATED FILED
----- -----
Amendments to Current Reports on Form 8-K (File No.
1-13199).................................................. January 10, 2001 March 26, 2001
January 10, 2001 March 27, 2001
January 10, 2001 March 29, 2001
June 7, 2001 July 13, 2001
DATED FILED
----- -----
Definitive Proxy Statement on Schedule 14A (File No.
1-13199).................................................. March 30, 2001 March 30, 2001
23
Any documents which we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus but before the end of any
offering of securities made under this prospectus will also be considered to be
incorporated by reference.
If you request, either orally or in writing, we will provide you with a copy
of any or all documents which are incorporated by reference. Such documents will
be provided to you free of charge, but will not contain any exhibits, unless
those exhibits are incorporated by reference into the document. Requests should
be addressed to Andrew S. Levine, Esq., SL Green Realty Corp., 420 Lexington
Avenue, New York, NY 10170, telephone number (212) 594-2700.
24
EXHIBIT A
AUTHORIZATION FORM
SL GREEN REALTY CORP.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN AUTHORIZATION
To participate in the SL Green Realty Corp. Dividend Reinvestment and Stock
Purchase Plan, all you need to do is complete and sign this Authorization Form
below and return it in the enclosed envelope. This will authorize SL Green
Realty Corp. to forward to The Bank of New York, as your agent, all or a portion
of the dividends you receive on shares of common stock, to be invested together
with any optional cash investments you may make to The Bank of New York of at
least $250 up to a total of $10,000 per month (unless a written request for
waiver has been approved by SL Green Realty Corp.) to purchase additional
shares.
THIS IS NOT A PROXY.
I wish to be enrolled in the SL Green Realty Corp. Dividend Reinvestment and
Stock Purchase Plan as indicated below:
Please check only one of the following investment options:
/ / FULL DIVIDEND REINVESTMENT AND OPTIONAL CASH INVESTMENTS--Please apply
dividends on all shares of common stock held in my account and any optional cash
investments to the purchase of additional shares.
/ / PARTIAL DIVIDEND REINVESTMENT AND OPTIONAL CASH INVESTMENTS--Please apply
the dividends on shares of common stock held in my account and any
optional cash investments to the purchase of additional shares.
/ / OPTIONAL CASH INVESTMENTS ONLY--Please enroll my account in the optional
cash investments feature of the Plan only. Participation will be at my option by
investing cash from time to time on a monthly basis, but dividends on shares of
common stock registered in my account will be paid directly to me. Dividends on
shares of common stock credited to my account under the Plan will be reinvested
in additional shares. My check or money order payable to The Bank of New
York--SLG DRIP in the amount of $ is enclosed (not less than $250 or
greater than $10,000, unless a written Request for Waiver has been approved by
SL Green Realty Corp.).
This authorization and appointment are given with the understanding that
I/we may terminate them at any time by so notifying The Bank of New York in
writing.
STOCKHOLDER'S SIGNATURE SOCIAL SECURITY NUMBER(S) DATE
STOCKHOLDER'S SIGNATURE ADDRESS
PRINT NAME AS IT APPEARS ON SHARE CERTIFICATE CITY STATE ZIP
PRINT NAME AS IT APPEARS ON SHARE CERTIFICATE
A-1
EXHIBIT B
PLAN SERVICE FEES SCHEDULE
Enrollment Fee for New Investors............................ No Charge
Initial Purchase of Shares of Common Stock.................. No Charge
Sale of Shares of Common Stock (partial or full)*
Transaction Fee......................................... $15.00 per sale transaction
Trading Fee............................................. $0.10 per share
Reinvestment of Dividends**................................. No Charge
Optional Cash Purchases..................................... No Charge
Gift or Transfer of Shares of Common Stock.................. No Charge
Safekeeping of Share Certificates........................... No Charge
Certificate Issuance........................................ No Charge
Deposits Returned Unpaid.................................... $25.00 per item
Duplicate Statements
Current Year............................................ No Charge
Prior Year(s)........................................... $20.00 per year requested
------------------------
* The Administrator will deduct the applicable fees from the proceeds of a
sale. Note that upon a sale of shares of common stock in connection with a
withdrawal, participant pays the transaction and trading fee described above
rather than brokerage fees. See Question 15.
** Shares of common stock purchased with reinvested dividends may reflect a
discount ranging from 0% to 3%. The discount is initially expected to be 0%,
but may be adjusted by us at our discretion at any time.
We reserve the right to amend or modify this Plan Service Fees Schedule at
any time.
B-1
EXHIBIT C
OPTIONAL CASH INVESTMENT FORM
SL GREEN REALTY CORP.
As a participant in the SL Green Realty Corp. Dividend Reinvestment and
Stock Purchase Plan, you may make a subsequent optional cash investment to
purchase additional shares of common stock by completing and signing this
Optional Cash Investment Form and returning it in the enclosed envelope along
with your check or money order, payable to The Bank of New York, the
Administrator of the Plan, in an amount from $250 to $10,000 (unless a written
request for waiver has been approved by SL Green Realty Corp.).
Your Optional Cash Investment Form and check or money order must be received
by 12:00 p.m. eastern time on the last day preceding an Investment Date. If the
Administrator receives your Form and payment after 12:00 p.m. eastern time on
the last day preceding an Investment Date, the Administrator will hold, without
interest, your optional cash investment, and invest the held-over funds on the
next Investment Date, provided that the next Investment Date falls within
35 days. If the next Investment Date will occur in more than 35 days, then the
Administrator will return the funds to you, without interest. Please refer to
Question 10 of the Plan for further information on Optional Cash Investments.
________________________________________________________________________________
THIS IS NOT A PROXY.
Please make an optional cash investment for my account in the amount of
$ . My check or money order payable to The Bank of New York -- SLG DRIP
in the amount of $ is enclosed (not less than $250 or greater than
$10,000, unless a written request for waiver has been approved by SL Green
Realty Corp.).
PARTICIPANT'S SIGNATURE SOCIAL SECURITY NUMBER(S) DATE
PARTICIPANT'S SIGNATURE ADDRESS
PRINT NAME CITY STATE ZIP
C-1
EXHIBIT D
REQUEST FOR WAIVER FORM
SL GREEN REALTY CORP.
Participants in the SL Green Realty Corp. Dividend Reinvestment and Stock
Purchase Plan wishing to make optional cash investments in excess of $10,000
must obtain our prior written approval by completing this Request for Waiver
Form and returning it to our Investor Relations Department VIA FACSIMILE AT
(212) 216-1785 no later than three (3) business days preceding the start of a
Pricing Period for an Investment Date. We have the sole discretion to approve
any request to make an optional cash investment in excess of the $10,000 maximum
allowable amount, and we may determine the amount that you may invest pursuant
to such waiver. IF YOU DO NOT RECEIVE A RESPONSE FROM US IN CONNECTION WITH YOUR
REQUEST FOR WAIVER, YOU SHOULD ASSUME THAT WE HAVE DENIED YOUR REQUEST.
If we approve your request for waiver, then you must send to The Bank of New
York, our Administrator under the Plan, a copy of our written approval along
with your optional cash investment of greater than $10,000. The Administrator
must receive your Optional Cash Investment Form, check or money order and our
written approval for waiver by the close of business on the last business day
immediately preceding the first day of the applicable Pricing Period. Please see
Questions 9 and 10 of the Plan for provisions relating to optional cash
investments and requests for waivers.
________________________________________________________________________________
I wish to make an optional cash investment in the Plan in excess of the
$10,000 maximum allowable limit for the next Investment Period. In that regard,
I hereby request that SL Green Realty Corp. waive the $10,000 limit so that I
may make an aggregate cash investment for such Investment Period of
$ .
PARTICIPANT'S SIGNATURE SOCIAL SECURITY NUMBER(S) DATE
PARTICIPANT'S SIGNATURE ADDRESS
PRINT NAME CITY STATE ZIP
D-1
EXHIBIT E
CALENDAR OF EXPECTED EVENTS
OPTIONAL CASH INVESTMENTS OF $10,000 OR LESS
OPTIONAL CASH INVESTMENT
DUE DATE (1) INVESTMENT DATE
------------ ---------------
October 12, 2001(2) October 15, 2001(2)
November 14, 2001 November 15, 2001
December 13, 2001 December 14, 2001
January 14, 2002(2) January 15, 2002(2)
February 14, 2002 February 15, 2002
March 14, 2002 March 15, 2002
April 12, 2002(2) April 15, 2002(2)
May 14, 2002 May 15, 2002
June 13, 2002 June 14, 2002
July 12, 2002(2) July 15, 2002(2)
August 14, 2002 August 15, 2002
September 12, 2002 September 13, 2002
October 14, 2002(2) October 15, 2002(2)
November 14, 2002 November 15, 2002
December 12, 2002 December 13, 2002
------------------------
(1) Optional cash investments of $10,000 or less are due by 12:00 p.m. on the
last business day before the Investment Date.
(2) Based upon our historical dividend payment dates, we may pay common stock
dividends in this month. If our board of directors declares the common stock
dividend payments for this month, then the Investment Date will be the
dividend payment date in this month, and the Optional Cash Investment Due
Date may be adjusted accordingly.
E-1
OPTIONAL CASH INVESTMENTS OF GREATER THAN $10,000
MINIMUM WAIVER OPTIONAL CASH PRICING PERIOD
PRICE/WAIVER DISCOUNT INVESTMENT COMMENCEMENT PRICING PERIOD
SET DATE(1) DUE DATE(2) DATE(3) CONCLUSION DATE INVESTMENT DATE
--------------------- ------------------- ------------------- ------------------- -------------------
October 2, 2001(4) October 5, 2001(4) October 8, 2001(4) October 12, 2001(4) October 15, 2001(4)
November 2, 2001 November 7, 2001 November 8, 2001 November 14, 2001 November 15, 2001
December 3, 2001 December 6, 2001 December 7, 2001 December 13, 2001 December 14, 2001
January 2, 2002(4) January 7, 2002(4) January 8, 2002(4) January 14, 2002(4) January 15, 2002(4)
February 4, 2002 February 7, 2002 February 8, 2002 February 14, 2002 February 15, 2002
March 4, 2002 March 7, 2002 March 8, 2002 March 14, 2002 March 15, 2002
April 1, 2002(4) April 4, 2002(4) April 5, 2002(4) April 12, 2002(4) April 15, 2002(4)
May 1, 2002 May 6, 2002 May 7, 2002 May 14, 2002 May 15, 2002
May 30, 2002 June 5, 2002 June 6, 2002 June 13, 2002 June 14, 2002
June 28, 2002(4) July 3, 2002(4) July 5, 2002(4) July 12, 2002(4) July 15, 2002(4)
August 1, 2002 August 5, 2002 August 7, 2002 August 14, 2002 August 14, 2002
August 30, 2002 September 4, 2002 September 4, 2002 September 12, 2002 September 13, 2002
October 1, 2002(4) October 4, 2002(4) October 7, 2002(4) October 14, 2002(4) October 15, 2002(4)
November 1, 2002 November 6, 2002 November 7, 2002 November 14, 2002 November 15, 2002
November 29, 2002 December 4, 2002 December 5, 2002 December 12, 2002 December 13, 2002
------------------------
(1) The Minimum Waiver Price and the Waiver Discount, if any, will be
established four business days prior to the first day of the Pricing Period.
The Minimum Waiver Price and Waiver Discount only apply to purchases made
pursuant to an approved request for waiver.
(2) Optional cash investments of greater than $10,000 made pursuant to an
approved request for waiver are due by the close of business on the last
business day immediately preceding the first day of the Pricing Period.
(3) The Pricing Period relating to optional cash investments of greater than
$10,000 made pursuant to an approved request for waiver will be the five
trading days preceding the applicable Investment Date.
(4) Based on our historical dividend payment dates, we may pay dividends in this
month. If our board of directors declares such dividend payments for this
month, then the Investment Date will be the dividend payment date in this
month, and the Minimum Waiver Price/Waiver Discount Set Date, Optional Cash
Investment Due Date, Pricing Period Commencement Date and Pricing Period
Conclusion Date will be adjusted accordingly.
E-2
U.S. EQUITY
MARKETS CLOSED IN 2001
New Years Day............................................... January 1
Martin Luther King Jr. Day.................................. January 15
Presidents' Day............................................. February 19
Good Friday................................................. April 13
Memorial Day................................................ May 28
Independence Day............................................ July 4
Labor Day................................................... September 3
Thanksgiving Day............................................ November 22
Christmas Day............................................... December 25
U.S. EQUITY
MARKETS CLOSED IN 2002
New Year's Day.............................................. January 1
Martin Luther King Jr. Day.................................. January 21
Presidents' Day............................................. February 18
Good Friday................................................. March 29
Memorial Day................................................ May 27
Independence Day............................................ July 4
Labor Day................................................... September 2
Thanksgiving Day............................................ November 28
Christmas Day............................................... December 25
U.S. EQUITY
MARKETS CLOSED IN 2003
New Year's Day.............................................. January 1
Martin Luther King Jr. Day.................................. January 20
Presidents' Day............................................. February 17
Good Friday................................................. April 18
Memorial Day................................................ May 26
Independence Day............................................ July 4
Labor Day................................................... September 1
Thanksgiving Day............................................ November 27
Christmas Day............................................... December 25
U.S. EQUITY
MARKETS CLOSED IN 2004
New Year's Day.............................................. January 1
Martin Luther King Jr. Day.................................. January 19
Presidents' Day............................................. February 16
Good Friday................................................. April 9
Memorial Day................................................ May 31
Independence Day............................................ July 5
Labor Day................................................... September 6
Thanksgiving Day............................................ November 25
Christmas Day............................................... December 24
E-3
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY SL GREEN. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT ANY INFORMATION CONTAINED THEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
PAGE
--------
Summary of the Plan......................................... 1
Terms and Conditions of the Plan............................ 3
Information About SL Green.................................. 21
Forward-Looking Statements May Prove Inaccurate............. 21
Use of Proceeds............................................. 22
Plan of Distribution........................................ 22
Legal Matters............................................... 22
Experts..................................................... 23
Where You Can Find More Information......................... 23
Exhibit A................................................... A-1
Exhibit B................................................... B-1
Exhibit C................................................... C-1
Exhibit D................................................... D-1
Exhibit E................................................... E-1
3,000,000 SHARES
[LOGO]
COMMON STOCK
Offered by the Company
to its stockholders solely
in connection with its
DIVIDEND
REINVESTMENT AND
STOCK PURCHASE
PLAN
---------------------
PROSPECTUS
---------------------
SEPTEMBER 10, 2001
