AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
[S] [C] [C]
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MUNICIPAL MORTGAGE AND EQUITY, L.L.C.
(Exact name of registrant as specified in its charter)
DELAWARE 52-1449733
(State or other jurisdiction of (I.R.S. employer
incorporation or organization identification number)
218 NORTH CHARLES STREET, SUITE 500
BALTIMORE, MARYLAND 21201
(410) 962-8044
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MARK K. JOSEPH
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
MUNICIPAL MORTGAGE AND EQUITY, L.L.C.
218 NORTH CHARLES STREET, SUITE 500
BALTIMORE, MARYLAND 21201
(410) 962-8044
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
ROBERT E. KING, JR., ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. <square>
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. <checked-box>
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. <square>
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. <square>
If delivery of the prospectus is to be expected to be made pursuant to rule
434, please check the following box. <square>
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE
<S> <C> <C>
Growth Shares $250,000,000 $75,757.58
(1) There is hereby registered an indeterminate number of Growth Shares with a
maximum aggregate offering price which will not exceed $250,000,000.
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities nay not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 31, 1997
PROSPECTUS
$250,000,000
MUNICIPAL MORTGAGE AND EQUITY, L.L.C.
GROWTH SHARES
Municipal Mortgage and Equity, L.L.C. (the "Company") may offer from time
to time its growth share limited liability company interests (the "Growth
Shares"), with an aggregate public offering price of up to $250,000,000, in
amounts, at prices and on terms to be determined at the time of offering and
set forth in one or more supplements to this Prospectus (each a "Prospectus
Supplement").
The Growth Shares may be offered by the Company directly to one or more
purchasers, through agents designated from time to time by the Company or
through dealers or underwriters. If any agents of the Company or any dealers
or underwriters are involved in the offering of Growth Shares in respect of
which this Prospectus is being delivered, the names of such agents, dealers or
underwriters and any applicable purchase price, fee, commission or discount
will be set forth, or will be calculable from the information set forth, in the
accompanying Prospectus Supplement, together with the net proceeds to the
Company. See "Plan of Distribution." This Prospectus may not be used to
consummate sales of Growth Shares unless accompanied by a Prospectus Supplement
describing the method and terms of the offering of such Growth Shares.
The Growth Shares are traded on the American Stock Exchange under the
symbol "MMA." Any Growth Shares sold pursuant to a Prospectus Supplement will
be listed on such exchange, subject to official notice of issuance.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS RELEVANT TO AN INVESTMENT IN THE GROWTH SHARES.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , 1997.
PAGE
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (of which this Prospectus is a part) on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Growth Shares in respect of which this Prospectus is
being delivered. This Prospectus does not contain all the information set
forth in the Registration Statement, certain portions of which have been
omitted as permitted by the rules and regulations of the Commission, and in the
exhibits thereto. Statements contained in this Prospectus as to the content of
any contract or other document are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference and the exhibits and schedules
thereto. For further information regarding the Company and the Growth Shares,
reference is hereby made to the Registration Statement and such exhibits and
schedules, which may be examined without charge at, or copies obtained upon
payment of prescribed fees from, the Commission and its regional offices listed
below.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. The Registration Statement, as well as such reports, proxy
statements and other information filed with the Commission, can be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and Seven World Trade Center, 13th Floor,
New York, New York 10048. Copies of such material also can be obtained from
the Public Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates. The Company files its reports, proxy statements and other
information with the Commission electronically. The Commission maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission
at http://www.sec.gov. The Growth Shares are listed on the American Stock
Exchange, and reports, proxy statements and other information concerning the
Company can be inspected and copied at the offices of the American Stock
Exchange at 86 Trinity Place, New York, New York 10006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company, or by SCA Tax
Exempt Fund Limited Partnership, the Company's predecessor (the "Partnership"),
under the Exchange Act with the Commission and are incorporated by reference in
this Prospectus:
1. The Partnership's Annual Report on Form 10-K for the year ended
December 31, 1995, as amended on May 16, 1996 and May 24, 1996 by
Form 10-K/A.
2. The Partnership's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996, filed with the Commission pursuant to the
Exchange Act.
3. The Company's Quarterly Report on Form 10-Q for each of the
quarters ended June 30, 1996 and September 30, 1996, filed with the
Commission pursuant to the Exchange Act.
4. The Company's Current Report on Form 8-K dated January 2, 1997,
filed with the Commission pursuant to the Exchange Act.
5. The Company's Prospectus/Consent Solicitation Statement included in
its Registration Statement on Form S-4 (File No. 33-99088), as
declared effective by the Commission on May 29, 1996, including the
description of the Company's Growth Shares contained under the
caption "Description of Shares" and incorporated by reference into
Item 1 of Form 8-A filed with the Commission on July 25, 1996,
pursuant to 12(b) of the Exchange Act, including all amendments and
reports updating such description.
2
PAGE
<PAGE>
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of filing hereof and prior to the
date on which the Company ceases offering and selling Growth Shares pursuant to
this Prospectus shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the dates of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed modified or superseded for the purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that 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 Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus and the accompany Prospectus
Supplement are delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated by reference herein by
reference, other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the Registration Statement to which
this Prospectus relates or into such other documents. Requests for documents
should be directed to Municipal Mortgage and Equity, L.L.C., 218 North Charles
Street, Suite 500, Baltimore, Maryland 21201, Attention: Milissa Lindkvist,
(410) 962-8044.
THE COMPANY
The Company is a self-advised and self-managed Delaware limited liability
company which, together with its predecessor, has since 1986 invested primarily
in tax-exempt instruments, such as whole tax-exempt mortgage revenue bonds
("Mortgage Bonds"), portions of such bonds (including junior positions),
participating mortgages and securities of other entities which primarily hold
tax-exempt mortgage revenue bonds. At December 31, 1996, the Company owned a
portfolio of 30 Mortgage Bonds secured by 29 multifamily properties (each, a
"Mortgaged Property") having a total of 6,429 units.
As a result of a 1996 reorganization, the Company succeeded to the
business of SCA Tax Exempt Fund Limited Partnership, became self-advised and
self-managed, and commenced implementation of its new business plan, which
contemplates additional investments in mortgage revenue bonds and related
assets.
The principal executive offices of the Company are located at 218 North
Charles Street, Suite 500, Baltimore, Maryland 21201, and its telephone number
at that location is (410) 962-8044.
3
<PAGE>
<PAGE>
RISK FACTORS
RISKS OF INVESTING IN MORTGAGE BONDS SECURED BY MULTIFAMILY APARTMENT PROPERTIES
One of the major risks of investing in Mortgage Bonds secured by
multifamily residential properties is the possibility that a Mortgaged Property
will not generate income sufficient to meet its operating expenses, including
debt service on the related Mortgage Bonds, or that the net proceeds of a sale
of such Mortgaged Property will not be sufficient to repay the related Mortgage
Bonds. In that event, delays in payments on the Mortgage Bonds and/or losses
of principal on the Mortgage Bonds may occur. The factors affecting the
operations of each Mortgaged Property and its potential for appreciation in
value include general and local economic or market conditions, changes in
neighborhood characteristics, changes in real estate taxes, insurance premiums,
cost of utilities, changes in the amount of operating, administrative and
maintenance costs relating to the Mortgaged Property, rental values, rent
strikes, collection difficulties, governmental rules and fiscal policies,
vandalism, uninsured losses and competition from existing and future housing
complexes in the vicinity of the Mortgaged Properties. A significant portion
of the Mortgaged Properties have failed in the past to meet required debt
service under the Mortgage Bonds, and a number of the Mortgage Bonds have been
refunded on terms which defer, and in certain circumstances reduce, the amounts
payable thereunder. There can be no assurance that such defaults and
refundings will not occur in the future.
INVESTMENTS IN JUNIOR MORTGAGES
When the Company invests in mortgages (or related bonds) which are junior
to senior mortgages on a particular property, the Company is subject to the
risks of such investment, which include the risks that borrowers may not be
able to make debt service payments on both the senior and the junior mortgages,
that the value of mortgaged property may be less than the amounts owed under
both mortgages, and that debt service collected on the junior mortgages may be
lower than the Company's cost of funds. If any of the above occurred, the
Company's ability to make expected distributions to the Company's shareholders
could be adversely affected.
BOARD OF DIRECTORS' ABILITY UNILATERALLY TO EFFECT CHANGES IN
INVESTMENT, FINANCING AND CERTAIN OTHER POLICIES
The major policies of the Company, including its policies with respect to
acquisitions, financing, growth, debt, capitalization and distributions, will
be determined by the Company's Board of Directors. Although the Board of
Directors of the Company has no present intention to change the Company's
business plan, the Board of Directors may amend or revise these and certain
other policies from time to time without a vote of the Company's shareholders.
Accordingly, the Company's shareholders will have no control over changes in
the policies of the Company (except for certain policies directly affecting
holders of the Company's preferred shares), and changes in the Company's
policies may not fully serve the interests of all of the Company's
shareholders.
PROVISIONS THAT MAY DISCOURAGE CHANGES OF CONTROL
The Company's organizational documents contain provisions that may be
deemed to have an anti-takeover effect, including the staggered terms of the
Company's directors, business combination and fair price provisions and control
share acquisition provisions. The Company has adopted a shareholder rights
plan. Further, the employment agreements of certain of the officers provide
them with substantial payments should their employment terminate as a result of
a change of control. These provisions are intended to enhance the likelihood
of continuity and stability in the composition of the Company's Board of
Directors and management and in the policies formulated by the Board of
Directors and to discourage an unsolicited takeover of the Company if the Board
of Directors determines that such takeover is not in the best interests of the
persons to which the Board of Directors feels it owes a fiduciary duty,
including the Company's shareholders. These provisions may, however, have the
effect of delaying, deferring or preventing a takeover attempt that a
shareholder might consider to be in the shareholder's best interest, including
offers that might result in a premium over market price for the Growth Shares.
These provisions may reduce interest in the Company as a potential acquisition
target or reduce the likelihood of a change in the management or voting control
of the Company without the consent of the then incumbent Board of Directors.
4
<PAGE>
<PAGE>
In addition, in the event that certain business combination or share
acquisition transactions occur, and the Company's special shareholder does not
approve of such transaction, such special shareholder has the right to withdraw
as a shareholder of the Company; and in the event of such withdrawal, (i) the
Company would be obligated to pay the withdrawing special shareholder
$1,000,000, and (ii) a new special shareholder might have to be found in order
to ensure that the Company is not deemed to be taxable as a corporation, any of
which may have an adverse effect on the Company or the Growth Shares.
ISSUANCE OF ADDITIONAL SECURITIES
The Company may issue additional securities, including additional
preferred interests in the Company, in the public or private market to obtain
funds for the acquisition of additional assets or may exchange such securities
for additional assets. The ability of the Company to sell or exchange such
securities will depend on conditions then prevailing in the relevant capital
markets and the Company's results of operations, financial condition and
business prospects. The issuance of such additional securities will not be
subject to the approval of the holders of Growth Shares, could affect the
timing and amount of distributions to the holders of Growth Shares, and may
affect the trading price of the Growth Shares. The holders of Growth Shares
will not have any preemptive rights in connection with the issuance of any
additional securities of the Company.
CONFLICTS OF INTEREST
Affiliates of certain directors and officers of the Company are also
responsible for a full range of property management functions for certain
Mortgaged Properties for which they receive property management fees pursuant
to management contracts. The Company's management believes that these
contracts provide for fees which are at or below market rates for property
management fees. These management contracts will continue to be renewed only
if (i) such affiliates are providing such property management services at a
price competitive with the prices which would be charged for such goods and
services by independent parties for comparable goods and services in the same
geographic location, and (ii) in the case of any management contract with any
affiliate of any member of the Company's Board of Directors, such management
contract is approved by the independent directors of the Company. Nonetheless,
conflicts may exist in determining whether to renew or terminate these
management contracts, and in setting the fees payable under such contracts,
since any change in such fees could affect the amounts payable under the
related Mortgage Bonds.
Certain entities which control certain Mortgaged Properties are
controlled by Mark K. Joseph, the Chairman of the Board and Chief Executive
Officer of the Company. As a result, such entities could have interests which
do not fully coincide with, or even are adverse to, the interests of the
Company. Such entities could choose to act in accordance with their own
interests, which could adversely affect the Company. Among the actions such
entities could desire to take might be selling a Mortgaged Property, and
thereby causing a redemption event, at a time and under circumstances which
would not be advantageous to the Company.
ADVERSE EFFECTS OF CHANGES IN INTEREST RATES
An increase in market interest rates may lead prospective purchasers of
the Company's existing assets or holders of the Company's debt or equity
securities to demand a higher annual yield than they would have otherwise and
could increase the cost to the Company of borrowing funds for investment in
additional assets, any of which could adversely affect the amount of funds
available for distribution to the holders of Growth Shares. Any increase in
market interest rates also may reduce the market value of the Company's assets
and the market value of the Growth Shares.
5
<PAGE>
<PAGE>
USE OF PROCEEDS
Unless otherwise described in the applicable Prospectus Supplement, the
Company intends to use the net cash proceeds from the sale of Growth Shares in
respect of which this Prospectus is being delivered for general corporate
purposes, including new investments, working capital, and repayment of
indebtedness. Pending such uses, the Company may invest such net proceeds in
short term liquid investments. Any specific allocation of the net proceeds of
an offering of the Growth Shares to a specific purpose will be determined at
the time of such offering and will be described in the related Prospectus
Supplement.
DESCRIPTION OF GROWTH SHARES
The following brief description of the Growth Shares does not purport to
be complete and is subject in all respects to applicable Delaware law and to
the provisions of the Company's Amended and Restated Certificate of Formation
and Operating Agreement (the "Operating Agreement") and By-laws, copies of
which are exhibits to the Registration Statement of which this Prospectus is a
part.
GENERAL
The Operating Agreement does not limit the number of Growth Shares which
the Company's Board of Directors may cause the Company to issue. The Company
had 11,092,370 Growth Shares outstanding at December 31, 1996. The Company
will pay distributions to holders of the Growth Shares on a pro rata basis when
declared by its Board of Directors out of funds legally available therefor.
Distributions to the holders of Growth Shares are subject to preferences on
distributions on the Company's then outstanding Series I Preferred Shares,
Series II Preferred Shares, Series I Preferred Capital Distribution Shares,
Series II Preferred Capital Distribution Shares, Term Growth Shares, and any
other preferred securities which may be issued by the Company in the future.
At December 31, 1996, the Company had outstanding 16,329 Series I Preferred
Shares, 7,637 Series II Preferred Shares, 8,909 Series I Preferred Capital
Distribution Shares, 3,809 Series II Preferred Capital Distribution Shares and
2,000 Term Growth Shares.
Holders of Growth Shares have no preemptive, conversion, sinking fund or
cumulative voting rights. The Growth Shares are not redeemable, except
pursuant to certain anti-takeover provisions adopted by the Company.
The Operating Agreement and By-laws of the Company set forth the
relationship of the shareholders to the Company and to one another and the
manner in which the Company will conduct its operations, much like the articles
and bylaws of a Delaware corporation or the partnership agreement of a Delaware
general or limited partnership. While as a limited liability company the
Company is not subject to the Delaware General Corporation Law (the "DGCL"),
the Delaware Act permits a limited liability company agreement to provide, and
the Operating Agreement and By-laws of the Company do provide, that the
management of a limited liability company shall be conducted by a board of
directors and officers designated by such board and that the holders of shares
in such limited liability company (as is the case with the holders of the
Growth Shares) be afforded substantially all of the rights that are afforded
holders of the common stock issued by a corporation organized under the DGCL.
In all material respects, the fiduciary duties of the directors and officers of
the Company and any duties of shareholders of the Company and their affiliates
are the same as those applicable under the DGCL.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Growth Shares is Registrar and
Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016, telephone
number (908) 272-8511.
6
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<PAGE>
PLAN OF DISTRIBUTION
The Company may sell Growth Shares to one or more underwriters or dealers
for public offering and sale by them or may sell Growth Shares to investors
directly or through agents. The Prospectus Supplement with respect to the
Growth Shares offered thereby describes the terms of the offering of such
Growth Shares and the method of distribution of the Growth Shares offered
thereby and identifies any firms acting as underwriters, dealers or agents in
connection therewith.
The Growth Shares may be distributed from time to time in one or more
transactions at a fixed price or prices (which may be changed), at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at prices determined as specified in the
Prospectus Supplement. In connection with the sale of the Growth Shares,
underwriters, dealers or agents may be deemed to have received compensation
from the Company in the form of underwriting discounts, concessions or
commissions and may also receive commissions from purchasers of the Growth
Shares for whom they may act as agent. Underwriters may sell the Growth Shares
to or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agent. Certain of the
underwriters, dealers or agents who participate in the distribution of Growth
Shares may engage in other transactions with, or perform other services for,
the Company in the ordinary course of business.
Any underwriting compensation paid by the Company to underwriters or
agents in connection with the offering of Growth Shares, and any discounts,
concessions or commissions allowed by underwriters to dealers, are set forth in
the Prospectus Supplement. Underwriters, dealers and agents participating in
the distribution of Growth Shares may be deemed to be underwriters, and any
discounts or commissions received by them and any profit realized by them on
the resale of the Growth Shares may be deemed to be underwriting discounts and
commissions under the Securities Act. Any such underwriter or agent will be
identified, and any such compensation received from the Company will be
described, in the applicable Prospectus Supplement.
Underwriters and their controlling persons, dealers and agents may be
entitled, under agreements entered into with the Company, to indemnification
against and contribution toward certain civil liabilities, including
liabilities under the Securities Act.
The Growth Shares are traded on the American Stock Exchange. Any Growth
Shares sold pursuant to a Prospectus Supplement will be listed on such
exchange, subject to official notice of issuance. In order to comply with the
securities laws of certain states, if applicable, Growth Shares will be sold in
such jurisdictions only through registered or licensed brokers and dealers.
EXPERTS
The consolidated financial statements of the Partnership incorporated in
this Prospectus by reference to the Partnership's Annual Report on Form 10-K/A
for the year ended December 31, 1995, as filed on May 24, 1996, have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Rogers &
Wells, New York, New York.
7
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table is an itemized listing of expenses to be incurred by
the Company in connection with the issuance and distribution of the Growth
Shares being registered hereby, other than underwriting discounts and
commissions. All amounts are estimates, except for the SEC Registration fee:
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee............................................... $ 75,757.58
AMEX Listing Fee................................................... 17,500.00
Printing and Engraving Expenses.................................... *
Accounting Fees and Expenses....................................... *
Legal Fees and Expenses (other than Blue Sky)...................... *
Transfer Agent and Registrar Fees.................................. *
Blue Sky Fees and Expenses......................................... *
Miscellaneous...................................................... *
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Total.............................................................. *
==============
<FN>
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* To be filed by amendment.
</FN>
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Amended and Restated Certificate of Formation and
Operating Agreement dated as of August 1, 1996 (the "Operating Agreement")
contains the following provisions relating to indemnification of directors and
officers. All terms capitalized below and not otherwise defined shall have the
meanings set forth in the Operating Agreement.
"8.1. LIMITATIONS ON LIABILITY, AND INDEMNIFICATION OF, DIRECTORS
AND OFFICERS.
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(a) No directors or officer of the Company shall be
liable, responsible or accountable in damages or otherwise to the
Company or any of the Shareholders for any act or omission
performed or omitted by him or her, or for any decision, except in
the case of fraudulent or illegal conduct of such person. For
purposes of this Section 8.1, the fact that an action, omission to
act or decision is taken on the advice of counsel for the Company
shall be evidence of good faith and lack of fraudulent conduct.
(b) All Directors and officers of the Company shall be
entitled to indemnification from the Company for any loss, damage
or claim (including any reasonable attorney's 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.
(c) The termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of NOLO
II-1
PAGE
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CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the Person acted fraudulently or illegally.
(d) The indemnification provided by this Section 8.1 shall
not be deemed 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.
(e) Any repeal or modification of this Section 8.1 shall
not adversely affect any right or protection of a Director or
officer of the Company existing at the time of such repeal or
modification.
(f) The Company may, if the Board of Directors of the
Company deems it appropriate in its sole discretion, obtain
insurance for the benefit of the Company's Directors and officers,
relating to the liability of such persons."
The Company has purchased insurance for the benefit of the
directors and officers of the Company, relating to the liability of such
persons. The directors and officers liability insurance insures (i) the
officers and directors of the Company from any claim arising out of an alleged
wrongful act by such persons while acting as directors and officers of the
Company and (ii) the Company to the extent that it has indemnified the
directors and officers for such loss.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<S> <C>
1.1* Form of Underwriting Agreement
4.1** Form of Amended and Restated Certificate of Formation and Operating Agreement of the
Company (filed as Exhibit 3.4 to the Company's Registration Statement on Form S-4 (File
No. 33-99088), filed November 7, 1995, and incorporated by reference herein)
4.2** By-laws of the Company (filed as Exhibit 3.5 to the Company's Registration Statement on
Form S-4 (File No. 33-99088), filed November 7, 1995, and incorporated by reference
herein)
4.3** Specimen Copy of Growth Share (filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-4 (File No. 33-99088), filed November 7, 1995, and incorporated by
reference herein)
5.1 Opinion of Rogers & Wells
8.1* Opinion of Rogers & Wells as to certain tax matters
23.1 Consent of Rogers & Wells (contained in the opinion filed as Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
24.1 Powers of Attorney (included on the original signature page to this Registration
Statement)
<FN>
- ---------------------
* To be filed by amendment or incorporated by reference with the offering of Securities.
**Previously filed.
</FN>
</TABLE>
ITEM 17. UNDERTAKINGS
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 of 1933 (the "Securities Act");
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(ii) to reflect in the prospectus any facts or events
arising after the effective date of the 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 the 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 end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) of this section 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
or furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") that are incorporated by reference in the 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; and
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 the time shall be deemed to be the initial bona
fide offering thereof.
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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the 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 Securities Act and will be governed
by the final adjudication of such issue.
The undersigned Registrant hereby further undertakes that:
(1) for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was declared
effective; and
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(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.
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<PAGE>
<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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baltimore, State of Maryland, on this 30th day
of January, 1997.
MUNICIPAL MORTGAGE AND EQUITY, L.L.C
By: /s/ Mark K. Joseph
---------------------------------------
Name: Mark K. Joseph
Title: Chief Executive Officer and
Chief Financial Officer
The registrant and each person whose signature appears below hereby
constitutes and appoints Mark K. Joseph as attorney-in-fact with full power of
substitution, to execute in the name and on behalf of the registrant, and each
person, individually, and in each capacity stated below, any and all amendments
(including pre-effective and post-effective amendments) to the Registration
Statement; and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ MARK K. JOSEPH Chairman of the Board, Chief Executive January 30, 1997
- ------------------------------------------- Officer (Principal Executive Officer),
Mark K. Joseph Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer), and Director
/S/ CHARLES BAUM Director January 30, 1997
- -------------------------------------------
Charles Baum
/S/ RICHARD O. BERNDT Director January 30, 1997
- -------------------------------------------
Richard O. Berndt
/S/ ROBERT S. HILLMAN Director January 30, 1997
- -------------------------------------------
Robert S. Hillman
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PAGE
<PAGE>
/S/ CARL W. STERN Director January 29, 1997
- -------------------------------------------
Carl W. Stern
</TABLE>
II-6
<PAGE>
Exhibit 5.1
ROGERS & WELLS
200 Park Avenue
New York, New York 10166
January 31, 1997
Municipal Mortgage and Equity, L.L.C.
218 North Charles Street, Suite 500
Baltimore, Maryland 21201
Ladies and Gentlemen:
We are acting as counsel for Municipal Mortgage and Equity,
L.L.C., a Delaware limited liability company (the "Company"), in connection
with the preparation and filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, of a registration statement
on Form S-3 (as the same may be amended or supplemented from time to time,
the "Registration Statement"), including the Prospectus included therein at
the time the Registration Statement is declared effective (the
"Prospectus"), with respect to the Company's growth share limited liability
company interests (the "Growth Shares"), to be issued from time to time, at
prices and on terms to be determined at the time of offering. The
aggregate gross proceeds from the offer, sale and distribution of the
Growth Shares under the Registration Statement will not exceed $250
million.
In so acting, we have examined the Registration Statement, the
Company's Form of Amended and Restated Certificate of Formation and
Operating Agreement, and By-laws. We have also examined and relied as to
factual matters upon the representations, warranties and other statements
contained in originals, or copies certified or otherwise identified to our
satisfaction, of such records, documents, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents,
certificates and instruments submitted to us as originals and the
conformity with originals of all documents submitted to us as copies.
Our opinions expressed below are limited to the law of the State
of New York, the Delaware Limited Liability Company Act and the federal law
of the United States, and we do not express any opinion herein concerning
any other law.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the
PAGE
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Growth Shares have been duly authorized by all necessary limited liability
company action and (i) when specifically authorized for issuance by the
Company's Board of Directors (the "Authorizing Resolution"), (ii) when
issued as described in the Registration Statement and in an applicable
supplement to the Prospectus that is consistent with the Authorizing
Resolution, and (iii) upon receipt by the Company of the consideration
provided for in the Authorizing Resolution, such Growth Shares will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us under the heading
"Legal Matters" contained in the Prospectus.
Very truly yours,
/s/ Rogers & Wells
Rogers & Wells
2
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated March 28, 1996 appearing in Part IV, Item 14 of SCA Tax Exempt Fund
Limited Partnership's 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
reference to us under the heading "Experts" in such Prospectus.
We also consent to the incorporation by reference in the Prospectus of our
report dated March 28, 1996 relating to the financial statements of
Municipal Mortgage and Equity, L.L.C., which appears on page F-2 of the
Company's Prospectus/Consent Solicitation included in its Registration
Statement on Form S-4 (File No. 33-99088). We also consent to the
reference to us under the headings "Experts", "Summary Financial
Information" and "Selected Financial Information" in that
Prospectus/Consent Solicitation. However, it should be noted that Price
Waterhouse LLP has not prepared or certified such "Summary Financial
Information" and "Selected Financial Information".
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Baltimore, Maryland
January 27, 1997
<PAGE>
