UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A (AMENDMENT NO. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 Pennsylvania Real Estate Investment Trust -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Pennsylvania 23-6216339 -------------------------------------------------------------------------------- (State or Other Jurisdiction (IRS Employer of Incorporation or Organization) Identification No.) The Bellevue, 200 South Broad Street, Philadelphia, Pennsylvania 19102 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective Exchange Act and is effective pursuant to General Instruction pursuant to General Instruction A.(c), please check the following box. A.(d), please check the following box. |X| |_| Securities Act registration statement file number to which this form relates:_________________ (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Rights to purchase shares of beneficial interest New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: ________________________________________________________________________________ (Title of Class) This Form 8-A/A amends the Form 8-A filed by Pennsylvania Real Estate Investment Trust ("PREIT") on May 3, 1999. ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. On February 21, 2005, PREIT entered into an Appointment of Successor Rights Agent pursuant to which Wells Fargo Bank, National Association was appointed the successor rights agent under the Rights Agreement, dated as of April 30, 1999, between PREIT and American Stock Transfer & Trust Company. A copy of the appointment is attached to this report as Exhibit 4.1 and incorporated by reference herein. ITEM 2. EXHIBITS. Exhibit No. Description ----------- ----------- 4.1 Appointment of Successor Rights Agent, dated February 21, 2005, between PREIT and Wells Fargo Bank, National Association. 2 SIGNATURE --------- Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. PENNSYLVANIA REAL ESTATE INVESTMENT TRUST Date: February 23, 2005 By: /s/ Jonathan B. Weller ---------------------------------- Name: Jonathan B. Weller Title: Vice Chairman 3