Registration No. 333-85424
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KRAMONT REALTY TRUST
(Exact name of Registrant as specified in its charter)
Maryland Plymouth Plaza 25-6703702
(State or other jurisdiction of 580 West Germantown Pike (I.R.S. Employer
incorporation or organization) Plymouth Meeting, Pennsylvania 19462 Identification No.)
(610) 825-7100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
LOUIS P. MESHON, SR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
KRAMONT REALTY TRUST
PLYMOUTH PLAZA
580 WEST GERMANTOWN PIKE
PLYMOUTH MEETING, PENNSYLVANIA 19462
(610) 825-7100
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies of Communications to:
Gail Sanger, Esq.
Proskauer Rose LLP
1585 Broadway, New York, New York 10036-8299
(212) 969-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time or at one time after the effective date of this Registration
Statement as determined by the Registrant.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest or interest investment plans, please check the
following box.[ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
1
Kramont Realty Trust, a Maryland real estate investment trust (the
"Registrant"), hereby amends the Registration Statement on Form S-3 filed by the
Registrant with the Securities and Exchange Commission on April 3, 2002 (the
"Registration Statement") for the purpose of substituting for the form of
opinion of Roberts & Holland LLP attached as Exhibit 8.1 to the Registration
Statement the executed opinion of Roberts & Holland LLP filed herewith as
Exhibit 8.1.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plymouth Meeting, State of Pennsylvania on April 15,
2002.
KRAMONT REALTY TRUST
By: /s/ *
------------------------------------
Louis P. Meshon, Sr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the persons whose signatures appear below,
which persons have signed such Registration Statement in the capacities
indicated:
Signature Title Date
--------- ----- ----
/s/ * President, Chief Executive Officer April 15, 2002
-------------------- and Trustee (Principal Executive
Louis P. Meshon, Sr. Officer)
/s/ * Chief Financial and Investment April 15, 2002
-------------------- Officer, Senior Vice President and
Carl E. Kraus Treasurer (Principal Financial
Officer)
/s/ * Chief Accounting Officer and April 15, 2002
-------------------- Senior Vice President (Principal
Etta M. Strehle Accounting Officer)
/s/ * Chief Operating Officer and April 15, 2002
-------------------- Executive Vice President
George S. Demuth
/s/ * Chairman of the Board of Trustees April 15, 2002
--------------------
Norman M. Kranzdorf
/s/ * Trustee April 15, 2002
--------------------
Bernard J. Korman
/s/ * Trustee April 15, 2002
--------------------
H. Irwin Levy
/s/ * Trustee April 15, 2002
--------------------
Milton S. Schneider
/s/ * Trustee April 15, 2002
--------------------
E. Donald Shapiro
3
Signature Title Date
--------- ----- ----
/s/ * Trustee April 15, 2002
--------------------
Alan L. Shulman
*By: /s/ Louis P. Meshon, Sr.
------------------------
Louis P. Meshon, Sr.
Attorney-in-Fact
April 15, 2002
4
INDEX TO EXHIBITS
4.1 Form of Indenture for Senior Debt Securities to be entered into between
Kramont Realty Trust and a Trustee to be named.*
4.2 Form Indenture for Subordinated Debt Securities to be entered into
between Kramont Realty Trust and a Trustee to be named.*
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.*
8.1 Opinion of Roberts & Holland LLP.
12.1 Calculation of Ratios of Earnings to Fixed Charges and Earnings to
Combined Fixed Charges and Preferred Share Distributions.*
23.1 Consent of BDO Seidman, LLP.*
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (incorporated by
reference to Exhibit 5.1).*
23.3 Consent of Roberts & Holland LLP (incorporated by reference to Exhibit
8.1).
24.1 Power of Attorney (included in Signature Page).*
25.1 Statement of Eligibility of Trustee (to be filed by amendment).
* Filed as an exhibit to the Registration Statement on Form S-3 filed by
Kramont Realty Trust on April 3, 2002.