As filed with the Securities and Exchange Commission on October 8, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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)
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Delaware 52-1449733
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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218 North Charles Street, Suite 500 21201
Baltimore, Maryland (Zip code)
(Address of principal executive offices)
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MUNICIPAL MORTGAGE AND EQUITY, L.L.C.
1998 NON-EMPLOYEE DIRECTORS' SHARE PLAN
(Full title of the plan)
and
MUNICIPAL MORTGAGE AND EQUITY, L.L.C.
1998 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
(410) 962-8044
(Name, address and telephone number,
including area code, of agent for service)
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With a copy to:
ROBERT E. KING, JR., ESQ.
Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
(212) 878-8209
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CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate
to be Amount to be Price Offering Amount of
Registered Registered(1) Per Share(2) Price(2) Registration Fee
================================================================================
Growth Shares 889,000 $17.8125 $15,835,313 $4,671
================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the "Securities Act"), 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) Estimated solely for the purpose of calculating the Registration
Fee, pursuant to Rule 457(c), on the basis of the average of the
high and the low prices of the Registrant's Growth Shares
reported in the consolidated reporting system on the New York
Stock Exchange Composite Tape on October 5, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act and the introductory Note to Part I of Form S-8.
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 by Municipal Mortgage and Equity, L.L.C. (the "Company") are
incorporated as of their respective dates in this Registration Statement by
reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997, as amended by Form 10-K/A filed on May 29, 1998 (the "1997 10-K").
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 as amended by the Company's Form 10-Q/A filed on May 29, 1998.
(c) The Company's Current Report on Form 8-K filed January 23, 1998.
(d) The Company's Current Report on Form 8-K filed January 29, 1998.
(e) The Company's Current Report on Form 8-K dated July 24, 1998.
(f) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998.
(g) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the 1997 10-K.
(h) 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, as it relates to 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/A (Amendment No. 1) filed
with the Commission on June 23, 1998, pursuant to 12(b) of the Exchange Act,
including all amendments and reports updating such description.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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Item 6. Indemnification of Directors and Officers
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 Claimed
Not applicable.
Item 8. Exhibits
3.1 Amended and Restated Certificate of Formation and Operating
Agreement of the Company (filed as an Exhibit to the Company's
Amended Annual Report on Form 10-K/A for the year 1997 and
incorporated by reference)
3.2 By-Laws of the Company (filed as an Exhibit to the Company's
Registration Statement on Form S-3, as amended (Registration
No. 333-56049) and incorporated herein by reference)
4.1 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 LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Rogers & Wells LLP (included in Exhibit 5.1)
24.1 Power of Attorney (see p. 6)
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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 of 1933;
(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 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 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;
(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 (a)(1)(i) and (a)(1)(ii) 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 by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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
of 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 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 the employee benefit plan's annual report
pursuant to Section 15(d) or the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act 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 Securities Act of
1933 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
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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 of 1933 and will be governed by the final adjudication of such
issue.
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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, State of Maryland on October 7, 1998.
MUNICIPAL MORTGAGE AND EQUITY, L.L.C.
By: /s/ Mark K. Joseph
Name: Mark K. Joseph
Title: Chairman of the Board and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Municipal Mortgage and Equity, L.L.C. hereby severally constitute
Mark K. Joseph and Michael L. Falcone and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments to said Registration
Statement (including without limitation any amendments filed pursuant to Section
462(b) of the Securities Act of 1933), and generally to do all such things in
our names and in our capacities as officers and directors to enable Municipal
Mortgage and Equity, L.L.C. to comply with the provisions of the Securities Act
of 1933, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signature as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
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, October 7, 1998
MARK K. JOSEPH Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Gary A. Mentesana Chief Financial Officer October 7, 1998
GARY A. MENTESANA (Principal Financial Officer
and Principal Accounting
Officer)
/s/ Charles Baum Director October 7, 1998
CHARLES BAUM
/s/ Richard O. Berndt Director October 7, 1998
RICHARD O. BERNDT
/s/ Robert S. Hillman Director October 7, 1998
ROBERT S. HILLMAN
/s/ William L. Jews Director October 7, 1998
WILLIAM L. JEWS
/s/ Carl W. Stern Director October 7, 1998
CARL W. STERN
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EXHIBIT INDEX
Exhibit No. Description
- ---------------- ---------------
3.1 Amended and Restated Certificate of Formation and Operating
Agreement of the Company (filed as an Exhibit to the Company's
Amended Annual Report on Form 10-K/A for the year 1997 and
incorporated by reference)
3.2 By-Laws of the Company (filed as an Exhibit to the Company's
Registration Statement on Form S-3, as amended
(Registration No. 333-56049) and incorporated herein by reference)
4.1 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 LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Rogers & Wells LLP (included in Exhibit 5.1)
24.1 Power of Attorney (see p. 6)
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Municipal Mortgage and Equity, L.L.C.
October 7, 1998
EXHIBIT 5.1
Rogers & Wells LLP
200 Park Avenue
New York, NY 10166
Tel: (212) 878-8000 Fax: (212) 878-8375
October 7, 1998
Municipal Mortgage and Equity, L.L.C.
218 North Charles Street, Suite 500
Baltimore, MD 21201
Re: Registration on Form S-8
Ladies and Gentlemen:
We have acted as special counsel for Municipal Mortgage and Equity, L.L.C., a
Delaware limited liability company (the "Company"), in connection with the
Registration Statement on Form S-8 (the "Registration Statement"), filed by the
Company with the Securities and Exchange Commission (the "Commission") for
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 889,000 growth shares of limited liability interest (the "Growth
Shares") to be issued pursuant to the Company's 1998 Non-Employee Directors'
Share Plan and the Company's 1998 Share Incentive Plan.
In so acting, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below.
Based upon the foregoing and on such examination of law as we have deemed
necessary, we are of the opinion that the Growth Shares have been duly
authorized by all necessary limited liability company action and when issued,
delivered and paid for in accordance with such authorization, such Growth Shares
will be legally issued, fully paid and nonassessable (subject to the
requirements under Delaware law that a shareholder may have to repay a
distribution under Section 16-607(b) of the Delaware Limited Liability Company
Act).
We are members of the Bar of the State of New York and the opinions set forth in
this letter relate only to the federal laws of the United States of America and
the Delaware Limited Liability Company Act.
We hereby consent to the filing of this opinion as Exhibit 5.1 to a registration
statement on Form S-8.
Very truly yours,
/s/ Rogers & Wells LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 4, 1998, appearing in Part
IV, Item 14 of Municipal Mortgage and Equity, L.L.C.'s Annual Report on Form
10-K for the year ended December 31, 1997.
/s/ PricewaterhouseCoopers, LLP
Linthicum, Maryland
October 8, 1998
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