Archstone Smith Trust - Post-Effective Amendment to an S-8 filing (S-8 POS)
October 05 2007 - 4:21PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on October 5, 2007
Registration No. 333-60817-99
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARCHSTONE-SMITH TRUST
(Exact name of registrant
as specified in its charter)
Maryland
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84-1592064
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(State or other
jurisdiction of
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(I.R.S. Employer
Identification
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incorporation or
organization)
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No.)
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c/o TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY SERIES I TRUST
9200 E. Panorama, Suite 400
Englewood, Colorado 80112
(303)
708-5959
(Address
of principal executive offices) (Zip code)
Archstone-Smith Trust 401(K)
Savings Plan and Trust
(Full
title of the plan)
Caroline Brower
Executive Vice President and General Counsel
Tishman Speyer Archstone-Smith Multifamily Series I Trust
9200 E. Panorama, Suite 400
Englewood, Colorado 80112
(303)
708-5959
(Name,
address and telephone number, including area code, of agent for service)
Copies
to:
Adam
O. Emmerich
David E. Shapiro
Wachtell, Lipton, Rosen &
Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
TERMINATION OF REGISTRATION
This Post-Effective
Amendment No. 2 relates to the Registration Statement on Form S-8 (Registration
No. 333-60817-99) of Archstone-Smith Trust, a Maryland real estate
investment trust (ASN).
On October 5, 2007,
pursuant to the terms of the Agreement and Plan of Merger, dated as of May 28,
2007, as amended by Amendment No. 1 thereto, dated as of August 5, 2007, by and
among ASN, Archstone-Smith Operating Trust, River Holding, LP, River
Acquisition (MD), LP and River Trust
Acquisition (MD), LLC, ASN merged with and into Tishman Speyer Archstone-Smith
Multifamily Series I Trust, an assignee of River Acquisition (MD), LP (the Merger).
As a result of the
consummation of the Merger, ASNs common shares of beneficial interest, par
value $0.01 per share, are no longer publicly traded and a Form 15 to
de-register the common shares under the Securities Exchange Act of 1934, as
amended, is being contemporaneously filed with the Securities and Exchange
Commission. Accordingly, ASN hereby removes from registration all of its
securities registered pursuant to this Registration Statement that remain
unissued.
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Post-Effective Amendment
No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Englewood, State of
Colorado, on this 5th day of October 2007.
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TISHMAN SPEYER
ARCHSTONE-SMITH MULTIFAMILY SERIES I TRUST
(as
surviving entity of its merger with Archstone-
Smith Trust)
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By:
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/s/ Caroline Brower
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Name:
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Caroline Brower
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Title:
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Executive Vice President
and General
Counsel
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