As filed with the Securities and Exchange
Commission on December 6, 1996
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
MUNICIPAL MORTGAGE AND EQUITY, L.L.C.
(Exact name of registrant as specified in its
charter)
DELAWARE
(State or other jurisdiction of incorporation or
organization)
52-1449733
(I.R.S. Employer Identification No.)
218 North Charles Street, Suite 500
Baltimore, Maryland 21201
(Address of Principal Executive Offices) (Zip Code)
MUNICIPAL MORTGAGE AND EQUITY, L.L.C.
1996 NON-EMPLOYEE DIRECTORS' SHARE PLAN
(Full title of the Plan)
and
MUNICIPAL MORTGAGE AND EQUITY, L.L.C.
1996 SHARE INCENTIVE PLAN
(Full title of the Plan)
Mark K. Joseph
Municipal Mortgage and Equity, L.L.C.
218 North Charles Street, Suite 500
Baltimore, Maryland 21201
(Name and Address of Agent for Service)
(410) 962-8044
(Telephone Number, Including Area Code, of Agent
for Service)
<PAGE>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Amount of
Securities to Amount to be Maximum Offering Maximum Aggregate Registration
be Registered Registered(1) Price Per Share Offering Price Fee
- ------------- ------------ ---------------- ----------------- ------------
Growth Shares 933,033 (2) (2) $4,325.65(2)
(1) Pursuant to Rule 416(a), the number of shares being registered shall be
adjusted to include any additional shares which may become issuable as a result
of stock splits, stock dividends, or similar transactions in accordance with
anti-dilution provisions of the plans.
(2) Pursuant to Rule 429 under the Securities Act of 1933, as amended,
933,033 shares and the filing fee of $4,325.65 are being carried forward from
the Registration Statement No. 33-99088 to this Registration Statement.
The filing fee had been calculated pursuant to Rule 457(f)(2).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"), and the introductory Note to
Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Municipal Mortgage and Equity,
L.L.C., a Delaware limited liability company (the "Company"), are
incorporated herein by reference:
(a) The Company's Prospectus (File No. 33-99088), filed with
the Commission pursuant to Rule 424(b) of the Securities Act on June
18, 1996;
(b) The Annual Report on Form 10-K, as amended, of SCA Tax
Exempt Fund Limited Partnership for the fiscal year ended December 31,
1995;
(c) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended September 30, 1996, and June 30, 1996, filed with
the Commission on November 14, 1996 and August 14, 1996,
respectively; and
(d) The description of the Growth Shares of the Company under
the caption "Description of Registrant's Securities to be Registered" in
the Company's Registration Statement on Form 8-A (File No. 1-11981),
filed with the Commission on July 25, 1996.
In addition, all reports and other documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date
of filing of such reports and documents.
Any statement contained herein or in a document all or a portion
of which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
According to Article 8 of the Company's Amended and Restated
Certificate of Formation and Operating Agreement (the "Operating
Agreement"), all directors and officers of the Company are entitled to
indemnification from the Company for any loss, damage or claim
(including any reasonable attorneys' fees incurred by such person in
connection therewith) due to any act or omission made by him or her,
except in the case of fraudulent or illegal conduct of such person;
provided, that any indemnity shall be paid out of, and to the extent of,
the assets of the Company only (or any insurance proceeds available
therefor), and no shareholder shall have any personal liability on account
thereof. The termination of any action, suit or proceeding by judgment,
order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the director or
officer acted fraudulently or illegally.
The indemnification provided in the Operating Agreement is not
deemed to be exclusive of any other rights to which those indemnified
may be entitled under any agreement, vote of shareholders or directors,
or otherwise, and shall inure to the benefit of the heirs, executors and
administrators of such a person. Any repeal or modification of the
indemnification provisions contained in the Company's Operating
Agreement will not adversely affect any right or protection of a director
or officer of the Company existing at the time of such repeal or
modification.
Item 7. Exemption from Registration.
Not applicable.
Item 8. Exhibits.
Exhibit Description
4.1 Form of Amended and Restated Certificate of Formation
and Operating Agreement of the Company (Exhibit 3.4 to
the Company's Registration Statement on Form S-4
(File No. 33-99088), filed November 7, 1995,
is hereby incorporated by reference)
4.2 By-laws of the Company (Exhibit 3.5 to the Company's
Registration Statement on Form S-4 (File No. 33-99088),
filed November 7, 1995, is hereby incorporated by
reference)
4.3 Form of Certificate evidencing Ownership of Growth
Shares of the Company (Exhibit 4.1 to the Company's
Registration Statement on Form S-4 (File No. 33-99088),
filed November 7, 1995, is hereby incorporated by
reference)
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Morgan, Lewis & Bockius LLP
(included in Exhibit 5)
24.1 Powers of Attorney (included on signature pages hereto)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent post-effective
amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in this
Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which
was registered) and any deviation from the low or
high and of the estimated maximum offering range
may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) of
the Securities Act if, in the aggregate, the changes
in volume and price represent no more than a 20
percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective
Registration Statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that the undertakings in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the Registration Statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic
reports filed with the Commission by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
<PAGE>
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Baltimore, Maryland, on this
27th day of November, 1996.
MUNICIPAL MORTGAGE AND EQUITY, L.L.C.
By: /s/Mark K.Joseph
----------------
Mark K.Joseph
Chairman of the Board, President,
Chief Executive Officer, and
Chief Financial Officer
<PAGE>
POWERS OF ATTORNEY
Each person whose signature appears below hereby appoints
Mark K. Joseph as his true and lawful attorney-in-fact and agent for him
and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits hereto, and
all other documents in connection therewith, with the Commission,
granting unto said attorney-in-fact and agent full power and authority to
perform each and every act and thing appropriate or necessary to be
done, as full and for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or their substitute or substitutes may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons,
in the capacities and on the dates indicated.
Signature Title Date
/s/Mark K. Joseph Chairman of the Board, November 27, 1996
- ----------------- President, Chief Executive
Mark K. Joseph Officer (Principal Executive
Officer), and Chief Financial
Officer (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Charles Baum Director November 27, 1996
- ----------------
Charles Baum
/s/ Richard O. Berndt Director November 27, 1996
- ---------------------
Richard O. Berndt
/s/ Robert S. Hillman Director December 3, 1996
- ---------------------
Robert S. Hillman
/s/ William L. Jews Director December 3, 1996
- -------------------
William L. Jews
/s/ Carl W. Stearn Director November 27, 1996
- ------------------
Carl W. Stearn
<PAGE>
EXHIBIT INDEX
Exhibit Description
4.1 Form of Amended and Restated Certificate of Formation
and Operating Agreement of the Company (Exhibit 3.4 to the
Company's Registration Statement on Form S-4 (File No. 33-99088),
filed November 7, 1995, is hereby incorporated by reference)
4.2 By-laws of the Company (Exhibit 3.5 to the Company's
Registration Statement on Form S-4 (File No. 33-99088), filed
November 7, 1995, is hereby incorporated by reference)
4.3 Form of Certificate evidencing Ownership of Growth Shares of
the Company (Exhibit 4.1 to the Company's Registration Statement
on Form S-4 (File No. 33-99088), filed November 7, 1995, is
hereby incorporated by reference)
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)
24.1 Powers of Attorney (included on signature pages hereto)
<PAGE>
EXHIBIT 5.1
Opinion of Morgan, Lewis & Bockius LLP
December 5, 1996
Municipal Mortgage and Equity, L.L.C.
Park Charles Suite 500
218 N. Charles Street
Baltimore, MD 21201
Re: Registration Statement on Form S-8: Municipal Mortgage and
Equity, L.L.C. 1996 Non-
Employee Directors' Share Plan and 1996 Share Incentive Plan
Ladies and Gentlemen:
We have acted as special counsel to Municipal Mortgage and Equity,
L.L.C., a Delaware limited liability company (the "Company"), in
connection with the preparation of a Registration Statement on
Form S-8, including the exhibits thereto (the "Registration Statement"),
to be filed under the Securities Act of 1933, as amended (the "Act"), for
the registration of 933,033 Growth Shares (the "Shares") to be offered
and sold pursuant to the Company's 1996 Non-Employee Directors'
Share Plan and 1996 Share Incentive Plan (collectively, the "Plans").
In connection with this opinion, we have examined the Registration
Statement, the organizational documents of the Company, certain of the
Company's proceedings as reflected in its minute books, and such other
records as we have deemed relevant. In our examinations, we have
assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity with the
originals of all documents submitted to us as copies. In addition, we
have made such other examinations of law and fact as we have deemed
appropriate in order to form a basis for the opinion hereinafter
expressed.
With respect to the issuance of any Shares, we have assumed that the
Shares will be issued, and the certificates evidencing the same will be
duly delivered, in accordance with the terms of the respective Plans and
against receipt of the consideration stipulated therefor.
<PAGE>
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when issued and paid for in accordance with
the forgoing assumptions, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this opinion and consent, we do not admit that we
are acting within the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ Morgan, Lewis & Bockius
<PAGE>
EXHIBIT 23.1
Consent of Price Waterhouse LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Muncipal Mortgage and Equity, L.L.C. of our
report dated March 28, 1996 appearing in Part IV, Item 14 of SCA Tax
Exempt Fund Limited Partnership's 1995 Annual Report on Form 10-K/A for the
year ended December 31, 1995, as filed on May 24, 1996.
We also consent to the incorporation by reference in this Registration
Statement of our report dated March 28, 1996 relating to the financial
statement of Municipal Mortgage and Equity, L.L.C. appearing in
Amendment No. 3 to the Registration Statement on Form S-4 of
Municipal Mortgage and Equity, L.L.C., as filed on May 28, 1996.
/s/ Price Waterhouse LLP
Baltimore, Maryland
December 3, 1996
