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As filed with the Securities and Exchange Commission on August 4, 1999. REGISTRATION NO. 333-65461
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT No. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MUNICIPAL MORTGAGE &
EQUITY, LLC
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
59-1449733
(I.R.S. Employer Identification No.)
218 NORTH CHARLES STREET, SUITE 500
BALTIMORE, MARYLAND 21201
(Address of Principal Executive Offices) (Zip Code)
MUNICIPAL MORTGAGE & EQUITY, LLC
1998 NON-EMPLOYEE DIRECTORS' SHARE PLAN
(Full Title of Plan)
MUNICIPAL MORTGAGE & EQUITY, LLC
1998 SHARE INCENTIVE PLAN
(Full Title of Plan)
MARK K. JOSEPH
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
MUNICIPAL MORTGAGE & EQUITY, LLC
218 NORTH CHARLES STREET, SUITE 500
BALTIMORE, MARYLAND 21201
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (410) 962-8044
COPIES TO:
ROBERT E. KING, JR., ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
The prospectus included in this Registration Statement also applies to the
shares which are the subject of Registration Statement No. 333-17427.
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PART I
PROSPECTUS FOR RESALES
The material which follows, up to but not including the signature page of this
Registration Statement, constitutes a prospectus, prepared on Form S-3, in
accordance with General Instruction C to Form S-8, to be used in connection with
resales of securities acquired by affiliates of the Company, as defined in Rule
405 under the Securities Act of 1933, as amended, under director and employee
share incentive plans.
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PROSPECTUS
MUNICIPAL MORTGAGE & EQUITY, LLC
COMMON SHARES
The common shares to which this Prospectus relates may be offered from time to
time by Selling Shareholders who are directors and officers of Municipal
Mortgage & Equity, LLC. We will specifically identify in prospectus supplements
hereto. The Selling Shareholders may sell the common shares on the New York
Stock Exchange, where our common shares are currently traded, on any securities
exchanges or other quotation systems on which our common shares may be traded,
in the over-the-counter market or in negotiated transactions, at prices and on
terms then available. The respective Selling Shareholders will pay any brokerage
fees or commissions relating to sales by them. See "Method of Sale." We will not
receive any part of the proceeds of any such sales.
Our principal executive office is located at 218 North Charles Street, Suite
500, Baltimore, Maryland 21201 (Telephone No. (410) 962-8044).
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
We are paying the expenses of preparing and filing the Registration Statement of
which this Prospectus is a part.
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The date of this Prospectus is August 4, 1999.
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TABLE OF CONTENTS
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Page
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Incorporation by Reference ....................................................2
Information We File............................................................2
Selling Security Holders ......................................................2
Method of Sale.................................................................3
SEC Position Regarding Indemnification.........................................3
INCORPORATION BY REFERENCE
We incorporate by reference into this Prospectus (a) our Annual Report on Form
10-K for the year ended December 31, 1998, (b) our Quarterly report on Form 10-Q
for the quarter ended March 31, 1999, (c) the description of our common shares
contained in our registration statement under the Securities Exchange Act of
1934, as amended (including any amendments or reports filed for the purpose of
updating such description), (e) our Proxy Statement on Schedule 14A, dated April
12, 1999 and (f) all other reports we filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, since December 31, 1998.
These documents were filed under the SEC File Number 001-11981. We also
incorporate by reference into this Prospectus all the documents we file pursuant
to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934 after the
date of Prospectus and before we file a post-effective amendment which indicates
that all the securities to which this Prospectus relates have been sold or which
deregisters all those securities which have not been sold. We will provide
copies of all documents which are incorporated by reference without charge to
anyone to whom we deliver this Prospectus, who makes a written or oral request
for them to Municipal Mortgage & Equity, LLC, 218 North Charles Street, Suite
500, Baltimore, Maryland 21201, Attention: Derek Cole, telephone number (410)
962-8044.
INFORMATION WE FILE
We file annual, quarterly and current reports, proxy statements and
other materials with the SEC pursuant to the requirements of the Securities
Exchange Act of 1934. The public may read and copy any materials we file with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the SEC's Regional Offices located at 7 World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy
and information statements and other information regarding issuers (including
us) that file electronically with the SEC. The address of that site is
http:\\www.sec.gov.
SELLING SHAREHOLDERS
This Prospectus relates to possible sales by our directors and officers
of shares of our common shares that they acquire through the Company's various
share incentive plans. We do not know at this time who may be Selling
Shareholders from time to time. We will provide the names of those people, along
with the number of common shares owned, and the number of shares which may be
sold, by each of those people from time to time in supplements to this
Prospectus, which we will file with the Securities and Exchange Commission in
accordance with Rule 424(b) under the Securities Act of 1933, as amended.
2
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METHOD OF SALE
The shares offered by this Prospectus may be sold on the New York Stock
Exchange, where our common shares are currently traded, or in other markets
where our common shares are traded, or in negotiated transactions. Sales will be
at prices which are current when the sales take place. Selling Shareholders may
pay brokers' commissions. Shares that are sold may include shares in which
Selling Shareholders have granted security interests and which are being sold
because of foreclosure of those security interests. There is no present plan of
distribution.
SEC POSITION REGARDING INDEMNIFICATION
Our Amended and Restated Certificate of Formation provides for
indemnification of officers and directors for any loss, damage or claim
(including reasonable attorneys' fees) due to any act or omission made by him or
her, except in the case of fraudulent or illegal conduct.
We have been informed that, in the opinion of the Securities and
Exchange Commission, insofar as directors, officers or other persons who control
us may become entitled under the provisions of our certificate of incorporation
to indemnification for liabilities arising under the Securities Act of 1933,
that indemnification is against public policy as expressed in that Act and is
therefore unenforceable.
3
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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 and State of Maryland on this 4th day of
August, 1999.
MUNICIPAL MORTGAGE &
EQUITY, LLC
By:
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Micheal L. Falcone
President and CEO
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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.
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Name Title Date
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Chairman, Chief Executive Officer
/s/ MARK K. JOSEPH* (Principal Executive Officer) August 4, 1999
- ------------------------------------------- Director
Mark K. Joseph
President and Chief Operating
/s/ MICHAEL L. FALCONE Officer August 4, 1999
- -------------------------------------------
Michael L. Falcone
/s/ GARY A. MENTESANA* Chief Financial Officer August 4, 1999
- -------------------------------------------
Gary A. Mentesana (Principal Financial Office and
Principal Accounting Officer)
/s/ CHARLES C. BAUM* Director
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Charles C. Baum August 4, 1999
/s/ RICHARD O. BERNDT* Director August 4, 1999
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Richard O. Berndt
/s/ ROBERT S. HILLMAN* Director August 4, 1999
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Robert S. Hillman
/s/ WILLIAM L. JEWS* Director August 4, 1999
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William L. Jews
/s/ CARL W. STERN* Director August 4, 1999
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Carl W. Stern
* Signed for by Michael L. Falcone, attorney-in-fact.
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