<PAGE>
As filed with the Securities and Exchange Commission on December 4, 1996
File No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
HOMESTEAD VILLAGE INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 74-2770966
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
2030 POWERS FERRY ROAD, SUITE 222 30339
ATLANTA, GEORGIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(770) 303-2200
HOMESTEAD VILLAGE INCORPORATED
1996 LONG-TERM INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
JEFFREY A. KLOPF
SECRETARY
2030 POWERS FERRY ROAD, SUITE 222
ATLANTA, GEORGIA 30339
(770) 303-2200
(AGENT FOR SERVICE)
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share* Offering Price* Registration Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value 4,000,000 Shares $15.1875 $60,075,000 $18,409.10
================================================================================================
</TABLE>
* Estimated solely for the purpose of computing the registration fee on the
basis of the average of the high and low prices of the Common Stock as
reported on the American Stock Exchange on December 2, 1996.
================================================================================
<PAGE>
Part II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by Homestead
Village Incorporated (the "Company" or "Registrant") with the Securities and
Exchange Commission are incorporated by reference herein and shall be deemed to
be a part hereof:
(a) The description of Common Stock, $.01 par value per share, included in
the Company's Registration Statement on Form 8-A (File No. 1-12269)
filed with the Commission on October 7, 1996;
(b) Post-Effective Amendment No. 1 on Form S-1 to Registration Statement
on Form S-4 filed with the Commission on October 11, 1996 by the
Company (File No. 333-4455); and
(c) Form 10-Q (File No. 333-4455) for the quarters ended June 30, 1996
and September 30, 1996.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 herein by
reference and shall be deemed a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock registered hereunder
will be passed upon for the Company by the law firm of Mayer, Brown & Platt,
Chicago, Illinois. Mayer, Brown & Platt has represented and is currently
representing the Company and certain of its affiliates.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seventh of the Registrant's charter provides as follows with respect to
indemnification of its directors and officers:
"The Corporation shall have the power, to the maximum extent permitted by
Maryland law in effect from time to time, to obligate itself to indemnify
and to pay or reimburse reasonable expenses in advance of final disposition
of a proceeding to (a) any individual who is a present or former director
or officer of the Corporation or (b) any individual who, while a director
or officer of the Corporation and at the request of the Corporation, serves
or has served as a director, officer, partner or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or
any other enterprise from and against any claim or liability which such
person may incur by reason of his or her status as a present or former
director or officer of the Corporation. The Corporation shall have the
power, with the approval of its Board of Directors, to provide such
indemnification and advancement of expenses to a person who served a
<PAGE>
predecessor of the Corporation in any of the capacities described in (a) or
(b) above and to any employee or agent of the Corporation or a predecessor
of the Corporation."
Article Eleventh of the Registrant's charter provides as follows with respect to
limitation of liability of its directors and officers:
"To the maximum extent that Maryland law in effect from time to time
permits limitation of the liability of directors and officers of a Maryland
corporation, no director or officer of the Corporation shall be liable to
the Corporation or its stockholders for money damages. Neither the
amendment nor repeal of this Article ELEVENTH, nor the adoption or
amendment of any other provision of the charter or Bylaws of the
Corporation inconsistent with this Article ELEVENTH, shall apply to or
affect in any respect the applicability of the preceding sentence with
respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption."
Article XII of the Registrant's Bylaws provides as follows with respect to
indemnification of its directors and officers:
"To the maximum extent permitted by Maryland law in effect from time to
time, the Corporation, without requiring a preliminary determination of the
ultimate entitlement to indemnification, shall indemnify and shall pay or
reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any individual who is a present or former director or
officer of the Corporation and who is made a party to the proceeding by
reason of his service in that capacity or (b) any individual who, while a
director of the Corporation and at the request of the Corporation, serves
or has served another corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director, officer,
partner or trustee of such corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise and who is made a party to the
proceeding by reason of his service in that capacity. The Corporation may,
with the approval of its Board of Directors, provide such indemnification
and advance for expenses to a person who served a predecessor of the
Corporation in any of the capacities described in (a) or (b) above and to
any employee or agent of the Corporation or a predecessor of the
Corporation."
"Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the Bylaws or charter of the
Corporation inconsistent with this Article, shall apply to or affect in any
respect the applicability of the preceding paragraph with respect to any
act or failure to act which occurred prior to such amendment, repeal or
adoption."
In addition, the Registrant has entered into indemnity agreements with each
of its officers and Directors which provide for reimbursement of all expenses
and liabilities of such officer or Director, arising out of any lawsuit or claim
against such officer or Director due to the fact that he was or is serving as an
officer or Director, except for such liabilities and expenses (a) the payment of
which is judicially determined to be unlawful, (b) relating to claims under
Section 16(b) of the Securities Exchange Act of 1934, or (c) relating to
judicially determined criminal violations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits.
<PAGE>
ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering.
------------------
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 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;
(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 or Form
S-8, 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 Exchange Act 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 any
of the securities being registered which remain unsold at the
termination of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference.
---------------------------------------------------------------------
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 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 that time shall be deemed to be the initial bona
fide offering thereof.
C. Indemnification of Directors and Officers.
------------------------------------------
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 provisions of the registrant's charter or by-laws 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,
<PAGE>
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 of 1933 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 Atlanta, State of Georgia, on December 3, 1996.
HOMESTEAD VILLAGE INCORPORATED
By /s/ David C. Dressler, Jr.
----------------------------
David C. Dressler, Jr.
Co-Chairman
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints David C.
Dressler, Michael D. Cryan, Jeffrey A. Klopf and Ariel Amir, and each of them
singly, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, 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 thereto, and any and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and all
acts and things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or his substitute or nominee, 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 below by the following persons in the
capacities and on December 3, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ David C. Dressler, Jr. Co-Chairman, President and Director
- ----------------------------- (Principal Executive Officer)
David C. Dressler, Jr.
/s/ Michael D. Cryan Co-Chairman, Chief Operating Officer
- ----------------------------- and Director
Michael D. Cryan
/s/ Robert E. Clark Vice President, Treasurer and
- ----------------------------- Controller (Principal Financial and
Robert E. Clark Accounting Officer)
/s/ John P. Frazee, Jr. Director
- -----------------------------
John P. Frazee, Jr.
/s/ Patricia Will Director
- -----------------------------
Patricia Will
</TABLE>
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------ -----------------------
<S> <C>
3.1 Articles of Amendment and Restatement to the Registrant' Charter
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-4, File No. 333-4455)
3.2 Amended and Restated By-Laws of the Registrant (Incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement on
Form S-4, File No. 333-4455)
4 Homestead Village Incorporated 1996 Long-Term Incentive Plan
5 Opinion of Mayer, Brown & Platt
15 Letter regarding unaudited interim financial information
23.1 Consent of Mayer, Brown & Platt (included in its opinion filed as
Exhibit 5 hereto)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on signature page)
</TABLE>
<PAGE>
EXHIBIT 4
HOMESTEAD VILLAGE INCORPORATED
1996 LONG-TERM INCENTIVE PLAN
-----------------------------
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
<S> <C>
SECTION 1.................................................................. 1
GENERAL............................................................... 1
1.1. Purpose....................................................... 1
1.2. Participation................................................. 1
SECTION 2.................................................................. 2
OPTIONS............................................................... 2
2.1. Definition.................................................... 2
2.2. Eligibility................................................... 2
2.3. Price......................................................... 2
2.4. Exercise...................................................... 3
2.5. Post-Exercise Limitations..................................... 4
2.6. Expiration Date............................................... 4
SECTION 3.................................................................. 5
STOCK AWARDS.......................................................... 5
3.1. Definition.................................................... 5
3.2. Eligibility................................................... 5
3.3. Terms and Conditions of Awards................................ 5
SECTION 4.................................................................. 6
STOCK PURCHASE PROGRAM................................................ 6
4.1. Purchase of Stock............................................. 6
4.2. Matching Shares............................................... 6
4.3. Restrictions on Shares........................................ 7
SECTION 5.................................................................. 7
OPERATION AND ADMINISTRATION.......................................... 7
5.1. Effective Date................................................ 7
5.2. Shares Subject to Plan........................................ 7
5.3. Individual Limits on Awards................................... 7
5.4. Adjustments to Shares......................................... 8
5.5. Change in Control............................................. 10
5.6. Limit on Distribution......................................... 11
5.7. Liability for Cash Payments................................... 12
5.8. Performance-Based Compensation................................ 12
5.9. Withholding................................................... 12
5.10. Transferability............................................... 13
5.11. Notices....................................................... 13
5.12. Form and Time of Elections.................................... 13
5.13. Agreement With Company........................................ 13
5.14. Limitation of Implied Rights.................................. 14
5.15. Evidence...................................................... 14
5.16. Action by Company or Related Company.......................... 14
5.17. Gender and Number............................................. 14
SECTION 6.................................................................. 15
COMMITTEE............................................................. 15
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
6.1. Administration................................................ 15
6.2. Selection of Committee........................................ 15
6.3. Powers of Committee........................................... 15
6.4. Delegation by Committee....................................... 16
6.5. Information to be Furnished to Committee...................... 16
6.6. Liability and Indemnification of Committee.................... 16
SECTION 7.................................................................. 17
AMENDMENT AND TERMINATION............................................. 17
</TABLE>
<PAGE>
HOMESTEAD VILLAGE INCORPORATED
1996 LONG-TERM INCENTIVE PLAN
-----------------------------
SECTION 1
---------
GENERAL
-------
1.1. Purpose. The Homestead Village Incorporated 1996 Long-Term Incentive
Plan (the "Plan") has been established by Homestead Village Incorporated (the
"Company") to:
(a) attract and retain employees and other persons providing services to
the Company and the Related Companies (as defined below);
(b) motivate Participants (as defined in subsection 1.2), by means of
appropriate incentives, to achieve long-range goals;
(c) provide incentive compensation opportunities that are competitive with
those of other corporations; and
(d) further identify Participants' interests with those of the Company's
other stockholders through compensation that is based on the value of
the Company's common stock;
and thereby promote the long-term financial interest of the Company and the
Related Companies, including the growth in value of the Company's equity and
enhancement of long-term stockholder return. The term "Related Company" means
any company during any period in which it is a "subsidiary corporation" (as that
term is defined in section 424(f) of the Internal Revenue Code of 1986, as
amended (the "Code")), with respect to the Company or any affiliate of the
Company which is designated as a Related Company by the Committee.
1.2. Participation. Subject to the terms and conditions of the Plan, the
Committee (as described in Section 6) shall determine and designate, from time
to time, from among the Eligible Individuals (as defined below), those persons
who will be granted one or more awards under Sections 2, 3 or 4 of the Plan (an
"Award"), and thereby become "Participants" in the Plan. In the discretion of
the Committee, and subject to the terms of the Plan, a Participant may be
granted any Award permitted under the provisions of the Plan, and more than one
Award may be granted to a Participant. Except as otherwise agreed by the Company
and the Participant, or except as otherwise provided in the Plan, an Award under
the Plan shall not affect any previous Award under the Plan or an award under
any other plan maintained by the Company or the Related Companies. For purposes
of the Plan, the term "Eligible Individual" shall mean any key employee of the
Company or a Related Company, and any other person providing material services
to the Company or a Related Company; provided, however, that a member of the
Board who is not an employee of the Company or a Related Company shall not be an
"Eligible Individual".
SECTION 2
---------
OPTIONS
-------
2.1. Definitions. The grant of an "Option" under this Section 2 entitles
the Participant to purchase shares of common stock of the Company ("Stock") at a
price fixed at the time the Option is granted, subject to the terms of this
Section. Options granted under this Section may be either Incentive Stock
Options or Non-Qualified Stock Options, as determined in the discretion of the
Committee. An "Incentive Stock Option" is an Option that is intended to satisfy
the requirements applicable to an "incentive stock option" described in section
<PAGE>
422 of the Code. A "Non-Qualified Stock Option" is an Option that is not
intended to be an Incentive Stock Option.
2.2. Eligibility. The Committee shall designate the Participants to whom
Options are to be granted under this Section and shall determine the number of
shares of Stock subject to each such Option. To the extent that the aggregate
fair market value of Stock with respect to which Incentive Stock Options are
exercisable for the first time by any individual during any calendar year (under
all plans of the Company and all related companies within the meaning of section
424(f) of the Code) exceeds $100,000, such options shall be treated as Non-
Qualified Stock Options, to the extent required by section 422 of the Code.
2.3. Price. The determination and payment of the purchase price of a share
of Stock under each Option granted under this Section shall be subject to the
following:
(a) The purchase price shall be established by the Committee at the time
the Option is granted; provided, however, that in no event shall such
price be less than the par value of a share of Stock on such date;
further, provided, in no event shall the purchase price of a share of
Stock under an Incentive Stock Option be less than the Fair Market
Value (defined below) of a share of Stock at the time the Option is
granted.
(b) Subject to the following provisions of this subsection, the full
purchase price of each share of Stock purchased upon the exercise of
any Option shall be paid at the time of such exercise and, as soon as
practicable thereafter, a certificate representing the shares so
purchased shall be delivered to the person entitled thereto.
(c) The purchase price shall be payable in cash or in shares of Stock
(valued at Fair Market Value as of the day of exercise) that have been
held by the Participant at least six months, or in any combination
thereof, as determined by the Committee.
(d) A Participant may elect to pay the purchase price upon the exercise of
an Option through a cashless exercise arrangement to the extent
provided by the Committee.
(e) The "Fair Market Value" of a share of Stock of the Company as of any
date shall be determined in accordance with the following rules:
(i) If the Stock is at the time listed or admitted to trading on any
stock exchange, then the Fair Market Value shall be the average
of the highest and lowest sales price per share of the Stock on
such date on the principal exchange on which the Stock is then
listed or admitted to trading or, if no such sale is reported on
that date, on the last preceding date on which a sale was so
reported.
(ii) If the Stock is not at the time listed or admitted to trading on
a stock exchange, the Fair Market Value shall be the average of
the lowest reported bid price and highest reported asked price
of the Stock on the date in question in the over-the- counter
market, as such prices are reported in a publication of general
circulation selected by the Committee and regularly reporting
the market price of Stock in such market.
(iii) If the Stock is not listed or admitted to trading on any stock
exchange or traded in the over-the- counter market, the Fair
Market Value shall be as determined by the Committee in good
faith.
2
<PAGE>
2.4. Exercise. Except as otherwise expressly provided in the Plan, an
Option granted under this Section shall be exercisable in accordance with the
following terms of this subsection:
(a) The terms and conditions relating to exercise of an Option shall be
established by the Committee, and may include, without limitation,
conditions relating to completion of a specified period of service
(subject to paragraph (b) below), achievement of performance standards
prior to exercise of the Option or achievement of Stock ownership
objectives by the Participant. The Committee, in its sole discretion,
may accelerate the vesting of any Option under circumstances
designated by it at the time the Option is granted or thereafter.
(b) No Option may be exercised by a Participant after the Expiration Date
(as defined in subsection 2.6) applicable to that Option.
2.5. Post-Exercise Limitations. The Committee, in its discretion, may
impose such restrictions on shares of Stock acquired pursuant to the exercise of
an Option as it determines to be desirable, including, without limitation,
restrictions relating to disposition of the shares and forfeiture restrictions
based on service, performance, Stock ownership by the Participant and such other
factors as the Committee determines to be appropriate.
2.6. Expiration Date. The "Expiration Date" with respect to an Option means
the date established as the Expiration Date by the Committee at the time of the
grant; provided, however, that the Expiration Date with respect to any Option
shall not be later than the earliest to occur of:
(a) the ten-year anniversary of the date on which the Option is granted;
(b) if the Participant's Date of Termination occurs by reason of death,
Disability or Retirement, the one-year anniversary of such Date of
Termination; or
(c) if the Participant's Date of Termination occurs for reasons other than
Retirement, death or Disability, the three-month anniversary of such
Date of Termination.
For purposes of the Plan, a Participant's "Date of Termination" shall be the
date on which he both ceases to be an employee of the Company and the Related
Companies and ceases to perform material services for the Company and the
Related Companies, regardless of the reason for the cessation; provided that a
"Date of Termination" shall not be considered to have occurred during the period
in which the reason for the cessation of services is a leave of absence approved
by the Company or the Related Company which was the recipient of the
Participant's services. Except as otherwise provided by the Committee, a
Participant shall be considered to have a "Disability" during the period in
which he is unable, by reason of a medically determinable physical or mental
impairment, to engage in the material and substantial duties of his regular
occupation, which condition is expected to be permanent. "Retirement" of a
Participant shall mean the occurrence of a Participant's Date of Termination
after providing at least five years of service to the Company or the Related
Companies and attaining age 60.
SECTION 3
---------
STOCK AWARDS
------------
3.1. Definition. Subject to the terms of this Section, a Stock Award under
the Plan is a grant of shares of Stock to a Participant, the earning, vesting or
distribution of which is subject to one or more conditions established by the
Committee. Such conditions may relate to events (such as performance or
continued employment) occurring before or after the date the Stock Award is
granted, or the date the Stock is
3
<PAGE>
earned by, vested in or delivered to the Participant. If the vesting of Stock
Awards is subject to conditions occurring after the date of grant, the period
beginning on the date of grant of a Stock Award and ending on the vesting or
forfeiture of such Stock (as applicable) is referred to as the "Restricted
Period". Stock Awards may provide for delivery of the shares of Stock at the
time of grant or may provide for a deferred delivery date. A Stock Award may,
but need not, be made in conjunction with a cash-based incentive compensation
program maintained by the Company and may, but need not, be in lieu of cash
otherwise awardable under such program.
3.2. Eligibility. The Committee shall designate the Participants to whom
Stock Awards are to be granted and the number of shares of Stock that are
subject to each such Award.
3.3. Terms and Conditions of Awards. Stock Awards granted to Participants
under the Plan shall be subject to the following terms and conditions:
(a) Beginning on the date of grant (or, if later, the date of
distribution) of shares of Stock comprising a Stock Award, and
including any applicable Restricted Period, the Participant as owner
of such shares shall have the right to vote such shares.
(b) Payment of dividends with respect to Stock Awards shall be subject to
the following:
(i) On and after the date that a Participant has a fully earned and
vested right to the shares comprising a Stock Award, and the
shares have been distributed to the Participant, the Participant
shall have all dividend rights (and other rights) of a
stockholder with respect to such shares.
(ii) Prior to the date that a Participant has a fully earned and
vested right to the shares comprising a Stock Award, the
Committee, in its sole discretion, may award Dividend Rights
with respect to such shares.
(iii) On and after the date that a Participant has a fully earned and
vested right to the shares comprising a Stock Award, but before
the shares have been distributed to the Participant, the
Participant shall be entitled to Dividend Rights with respect to
such shares, at the time and in the form determined by the
Committee.
(iv) A "Dividend Right" with respect to shares comprising a Stock
Award shall entitle the Participant, as of each dividend payment
date, to an amount equal to the dividends payable with respect
to a share of Stock multiplied by the number of such shares.
Dividend Rights shall be settled in cash or in shares of Stock,
as determined by the Committee, shall be payable at the time and
in the form determined by the Committee and shall be subject to
such other terms and conditions as the Committee may determine.
SECTION 4
---------
STOCK PURCHASE PROGRAM
----------------------
4.1. Purchase of Stock. The Committee may, from time to time, establish one
or more programs under which Participants will be permitted to purchase shares
of Stock under the Plan and shall designate the Participants eligible to
participate under such Stock purchase programs. The purchase price for shares of
Stock available under such programs, and other terms and conditions of such
programs, shall be established by the Committee, provided that the purchase
price may not be less than par value.
4
<PAGE>
4.2. Matching Shares. Except as otherwise provided in subsection 4.1, any
Stock purchase program established by the Committee under this Section may
provide for the award of matching shares of Stock.
4.3. Restrictions on Shares. The Committee may impose such restrictions
with respect to shares purchased under subsection 4.1, or matching shares
awarded pursuant to subsection 4.2, as the Committee determines to be
appropriate. Such restrictions may include, without limitation, restrictions of
the type that may be imposed with respect to Stock Awards under Section 3.
SECTION 5
---------
OPERATION AND ADMINISTRATION
----------------------------
5.1. Effective Date. The Plan shall be effective as of the date it is
adopted by the Board of Directors of the Company (the "Board"); provided,
however, that Awards granted under the Plan prior to its approval by
stockholders will be contingent on approval of the Plan by the Company's
stockholders. The Plan shall be unlimited in duration and, in the event of Plan
termination, shall remain in effect as long as any shares of Stock awarded under
it are outstanding and not fully vested; provided, however, that no new Awards
shall be made under the Plan on or after the tenth anniversary of the date on
which the Plan is adopted by the Board.
5.2. Shares Subject to Plan. The shares of Stock with respect to which
Awards may be made under the Plan shall be shares currently authorized but
unissued or currently held or subsequently acquired by the Company as treasury
shares, including shares purchased in the open market or in private
transactions. Subject to the provisions of subsection 5.4, the number of shares
of Stock which may be issued with respect to Awards under the Plan shall not
exceed 4,000,000 shares in the aggregate. Except as otherwise provided herein,
any shares subject to an Award which for any reason expires or is terminated
without issuance of shares (including shares that are not issued because they
are withheld to satisfy tax withholding) shall again be available under the
Plan.
5.3. Individual Limits on Awards. Notwithstanding any other provision of
the Plan to the contrary, no Participant shall receive any Award of an Option
under the Plan to the extent that the sum of:
(a) the number of shares of Stock subject to such Award;
(b) the number of shares of Stock subject to all other prior Awards of
Options under the Plan during the one-year period ending on the date
of the Award; and
(c) the number of shares of Stock subject to all other prior stock options
and stock appreciation rights granted to the Participant under other
plans or arrangements of the Company during the one-year period ending
on the date of the Award;
would exceed the Participant's Individual Limit under the Plan. The
determination made under the foregoing provisions of this subsection shall be
based on the shares subject to the Awards at the time of grant, regardless of
when the Awards become exercisable. Subject to the provisions of subsection 5.4,
a Participant's "Individual Limit" shall be 500,000 shares.
5.4. Adjustments to Shares.
(a) If the Company shall effect any subdivision or consolidation of shares
of Stock or other capital readjustment, payment of stock dividend,
stock split, combination of shares or recapitalization or other
increase or reduction of the number of shares of Stock outstanding
without receiving compensation therefor in money, services or
property, then the Committee shall adjust (i) the number of shares of
Stock available under the Plan; (ii) the
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number of shares available under any individual or other limits; (iii)
the number of shares of Stock subject to outstanding Awards; and (iv)
the per-share price under any outstanding Award to the extent that the
Participant is required to pay a purchase price per share with respect
to the Award.
(b) If the Company is reorganized, merged or consolidated or is party to a
plan of exchange with another corporation, pursuant to which
reorganization, merger, consolidation or plan of exchange, the
stockholders of the Company receive any shares of stock or other
securities or property, or the Company shall distribute securities of
another corporation to its stockholders, there shall be substituted
for the shares subject to outstanding Awards an appropriate number of
shares of each class of stock or amount of other securities or
property which were distributed to the stockholders of the Company in
respect of such shares, subject to the following:
(i) If the Committee determines that the substitution described in
accordance with the foregoing provisions of this paragraph would
not be fully consistent with the purposes of the Plan or the
purposes of the outstanding Awards under the Plan, the Committee
may make such other adjustments to the Awards to the extent that
the Committee determines such adjustments are consistent with
the purposes of the Plan and of the affected Awards.
(ii) All or any of the Awards may be cancelled by the Committee on or
immediately prior to the effective date of the applicable
transaction, but only if the Committee gives reasonable advance
notice of the cancellation to each affected Participant, and
only if either: (A) the Participant is permitted to exercise the
Award for a reasonable period prior to the effective date of the
cancellation; or (B) the Participant receives payment or other
benefits that the Committee determines to be reasonable
compensation for the value of the cancelled Awards.
(iii) Upon the occurrence of a reorganization of the Company or any
other event described in this paragraph (b), any successor to
the Company shall be substituted for the Company to the extent
that the Company and the successor agree to such substitution.
(c) Upon (or, in the discretion of the Committee, immediately prior to)
the sale to (or exchange with) a third party unrelated to the Company
of all or substantially all of the assets of the Company, all Awards
shall be cancelled. If Awards are cancelled under this paragraph,
then, with respect to any affected Participant, either:
(i) the Participant shall be provided with reasonable advance notice
of the cancellation, and the Participant shall be permitted to
exercise the Award for a reasonable period prior to the
effective date of the cancellation; or
(ii) the Participant shall receive payment or other benefits that the
Committee determines to be reasonable compensation for the value
of the cancelled Awards.
The foregoing provisions of this paragraph shall also apply to
the sale of all or substantially all of the assets of the
Company to a related party, if the Committee determines such
application is appropriate.
(d) In determining what action, if any, is necessary or appropriate under
the foregoing provisions of this subsection, the Committee shall act
in a manner that it determines to be consistent with the purposes of
the Plan and of the affected Awards and, where applicable or otherwise
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<PAGE>
appropriate, in a manner that it determines to be necessary to
preserve the benefits and potential benefits of the affected Awards
for the Participants and the Company.
(e) The existence of this Plan and the Awards granted hereunder shall not
affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's
capital structure or its business, any merger or consolidation of the
Company, any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting the Company's Stock or the rights
thereof, the dissolution or liquidation of the Company, any sale or
transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise.
(f) Except as expressly provided by the terms of this Plan, the issue by
the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, for cash or property or for labor
or services, either upon direct sale, upon the exercise of rights or
warrants to subscribe therefor or upon conversion of shares or
obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof,
shall be made with respect to Awards then outstanding hereunder.
(g) Awards under the Plan are subject to adjustment under this subsection
only during the period in which they are considered to be outstanding
under the Plan. For purposes of this subsection, an Award is
considered "outstanding" on any date if the Participant's ability to
obtain all benefits with respect to the Award is subject to limits
imposed by the Plan (including any limits imposed by the Agreement
reflecting the Award). The determination of whether an Award is
outstanding shall be made by the Committee.
5.5. Change in Control. Immediately prior to a Change in Control of the
Company (as defined below) all Options shall become immediately exercisable and
all restrictions on Stock Awards shall lapse. The Company shall give written
notice to the Participant promptly of a Change in Control. For purposes of the
Plan, a "Change in Control" means the happening of any of the following: (i) the
stockholders of the Company approve a definitive agreement to merge the Company
into or consolidate the Company with another entity, sell or otherwise dispose
of all or substantially all of its assets or adopt a plan of liquidation,
provided, however, that a Change in Control shall not be deemed to have occurred
by reason of a transaction, or a substantially concurrent or otherwise related
series of transactions, upon the completion of which 50% or more of the
beneficial ownership of the voting power of the Company, the surviving
corporation or corporation directly or indirectly controlling the Company or the
surviving corporation, as the case may be, is held by the same persons (as
defined below) (although not necessarily in the same proportion) as held the
beneficial ownership of the voting power of the Company immediately prior to the
transaction or the substantially concurrent or otherwise related series of
transactions, except that upon the completion thereof, employees or employee
benefit plans of the Company may be a new holder of such beneficial ownership;
or (ii) the "beneficial ownership" (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of securities
representing 50% or more of the combined voting power of the Company is
acquired, other than from the Company, by any "person" as defined in Sections
13(d) and 14(d) of the Exchange Act (other than any trustee or other fiduciary
holding securities under an employee benefit or other similar stock plan of the
Company); or (iii) at any time during any period of two consecutive years,
individuals who at the beginning of such period were members of the Board of
Directors of the Company cease for any reason to constitute at least a majority
thereof (unless the election, or the nomination for election by the Company's
stockholders, of each new director was approved by a vote of at least two-thirds
of the directors still in office at the time of such election or nomination who
were directors at the beginning of such period).
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<PAGE>
5.6. Limit on Distribution. Distribution of shares of Stock or other
amounts under the Plan shall be subject to the following:
(a) Notwithstanding any other provision of the Plan, the Company shall
have no liability to deliver any shares of Stock under the Plan or
make any other distribution of benefits under the Plan unless such
delivery or distribution would comply with all applicable laws and the
applicable requirements of any securities exchange or similar entity.
(b) In the case of a Participant who is subject to Section 16(a) and 16(b)
of the Exchange Act, the Committee may, at any time, add such
conditions and limitations to any Award to such Participant, or any
feature of any such Award, as the Committee, in its sole discretion,
deems necessary or desirable to comply with Section 16(a) or 16(b) and
the rules and regulations thereunder or to obtain any exemption
therefrom.
(c) To the extent that the Plan provides for issuance of certificates to
reflect the transfer of shares of Stock, the transfer of such shares
may be effected on a non-certificated basis, to the extent not
prohibited by applicable law or the rules of any stock exchange.
5.7. Liability for Cash Payments. Subject to the provisions of this
Section, each Related Company shall be liable for payment of cash due under the
Plan with respect to any Participant to the extent that such benefits are
attributable to the service rendered for that Related Company by the
Participant. Any disputes relating to liability of a Related Company for cash
payments shall be resolved by the Committee.
5.8. Performance-Based Compensation. To the extent that the Committee
determines that it is necessary or desirable to conform any Awards under the
Plan with the requirements applicable to "Performance-Based Compensation", as
that term is used in Code section 162(m)(4)(C), it may, at or prior to the time
an Award is granted, take such steps and impose such restrictions with respect
to such Award as it determines to be necessary to satisfy such requirements
including, without limitation:
(a) The establishment of performance goals that must be satisfied prior to
the payment or distribution of benefits under such Awards.
(b) The submission of such Awards and performance goals to the Company's
stockholders for approval and making the receipt of benefits under
such Awards contingent on receipt of such approval.
(c) Providing that no payment or distribution be made under such Awards
unless the Committee certifies that the goals and the applicable terms
of the Plan and Agreement reflecting the Awards have been satisfied.
To the extent that the Committee determines that the foregoing requirements
relating to Performance-Based Compensation do not apply to Awards under the Plan
because the Awards constitute Options, the Committee may, at the time the Award
is granted, conform the Awards to alternative methods of satisfying the
requirements applicable to Performance-Based Compensation.
5.9. Withholding. All Awards and other payments under the Plan are subject
to withholding of all applicable taxes, which withholding obligations may be
satisfied, with the consent of the Committee, through the surrender of shares of
Stock which the Participant already owns or to which a Participant is otherwise
entitled under the Plan; provided, however, previously-owned shares of Stock
that have been held by the Participant less than six months or shares of Stock
to which the Participant is entitled under the Plan may only be used to satisfy
the minimum tax withholding required by applicable law.
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<PAGE>
5.10. Transferability. Awards under the Plan are not transferable except as
designated by the Participant by will or by the laws of descent and distribution
or, to the extent provided by the Committee, pursuant to a qualified domestic
relations order (within the meaning of the Code and applicable rules
thereunder). To the extent that the Participant who receives an Award under the
Plan has the right to exercise such Award, the Award may be exercised during the
lifetime of the Participant only by the Participant. Notwithstanding the
foregoing provisions of this subsection, the Committee may permit Awards under
the Plan to be transferred to or for the benefit of the Participant's family
(including, without limitation, to a trust for the benefit of a Participant's
family), subject to such limits as the Committee may establish. In no event
shall an Incentive Stock Option be transferable to the extent that such
transferability would violate the requirements applicable to such option under
Code section 422.
5.11. Notices. Any notice or document required to be filed with the
Committee under the Plan will be properly filed if delivered or mailed by
registered mail, postage prepaid, to the Committee, in care of the Company, at
its principal executive offices. The Committee may, by advance written notice to
affected persons, revise such notice procedure from time to time. Any notice
required under the Plan (other than a notice of election) may be waived by the
person entitled to notice.
5.12. Form and Time of Elections. Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.
5.13. Agreement With Company. At the time of an Award to a Participant
under the Plan, the Committee may require a Participant to enter into an
agreement with the Company (the "Agreement") in a form specified by the
Committee, agreeing to the terms and conditions of the Plan and to such
additional terms and conditions, not inconsistent with the Plan, as the
Committee may, in its sole discretion, prescribe.
5.14. Limitation of Implied Rights.
(a) Neither a Participant nor any other person shall, by reason of the
Plan, acquire any right in or title to any assets, funds or property
of the Company or any Related Company whatsoever, including, without
limitation, any specific funds, assets, or other property which the
Company or any Related Company, in its sole discretion, may set aside
in anticipation of a liability under the Plan. A Participant shall
have only a contractual right to the amounts, if any, payable under
the Plan, unsecured by any assets of the Company and any Related
Company. Nothing contained in the Plan shall constitute a guarantee by
the Company or any Related Company that the assets of such companies
shall be sufficient to pay any benefits to any person.
(b) The Plan does not constitute a contract of employment, and selection
as a Participant will not give any employee the right to be retained
in the employ of the Company or any Related Company, nor any right or
claim to any benefit under the Plan, unless such right or claim has
specifically accrued under the terms of the Plan. Except as otherwise
provided in the Plan, no Award under the Plan shall confer upon the
holder thereof any right as a stockholder of the Company prior to the
date on which he fulfills all service requirements and other
conditions for receipt of such rights and shares of Stock are
registered in his name.
5.15. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.
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5.16. Action by Company or Related Company. Any action required or
permitted to be taken by the Company or any Related Company shall be by
resolution of its board of directors, or by action of one or more members of the
board (including a committee of the board) who are duly authorized to act for
the board or (except to the extent prohibited by applicable law or the rules of
any stock exchange) by a duly authorized officer of the Company.
5.17. Gender and Number. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.
SECTION 6
---------
COMMITTEE
---------
6.1. Administration. The authority to control and manage the operation and
administration of the Plan shall be vested in a committee (the "Committee") in
accordance with this Section 6.
6.2. Selection of Committee. Prior to the time the Company becomes subject
to the requirements of section 16 of the Exchange Act, the Board shall act as
the Committee. On and after the time that the Company becomes subject to section
16 of the Exchange Act, the Committee shall be selected by the Board and shall
consist of not fewer than two members of the Board or such greater number as may
be required for compliance with Rule 16b-3 issued under the Exchange Act, none
of whom shall be eligible to receive Awards under the Plan.
6.3. Powers of Committee. The authority to manage and control the operation
and administration of the Plan shall be vested in the Committee, subject to the
following:
(a) Subject to the provisions of the Plan, the Committee will have the
authority and discretion to select employees to receive Awards, to
determine the time or times of receipt, to determine the types of
Awards and the number of shares covered by the Awards, to establish
the terms, conditions, performance criteria, restrictions, and other
provisions of such Awards, and to cancel or suspend Awards. In making
such Award determinations, the Committee may take into account the
nature of services rendered by the respective employee, his present
and potential contribution to the Company's success and such other
factors as the Committee deems relevant.
(b) Subject to the provisions of the Plan, the Committee will have the
authority and discretion to determine the extent to which Awards under
the Plan will be structured to conform to the requirements applicable
to Performance-Based Compensation, and to take such action, establish
such procedures, and impose such restrictions at the time such Awards
are granted as the Committee determines to be necessary or appropriate
to conform to such requirements.
(c) The Committee will have the authority and discretion to interpret the
Plan, to establish, amend and rescind any rules and regulations
relating to the Plan, to determine the terms and provisions of any
agreements made pursuant to the Plan and to make all other
determinations that may be necessary or advisable for the
administration of the Plan.
(d) Any interpretation of the Plan by the Committee and any decision made
by it under the Plan is final and binding on all persons.
(e) Except as otherwise expressly provided in the Plan, where the
Committee is authorized to make a determination with respect to any
Award, such determination shall be made at the time
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<PAGE>
the Award is made, except that the Committee may reserve the authority
to have such determination made by the Committee in the future (but
only if such reservation is made at the time the Award is granted and
is expressly stated in the Agreement reflecting the Award).
6.4. Delegation by Committee. Except to the extent prohibited by applicable
law or the rules of any stock exchange or NASDAQ (if appropriate), the Committee
may allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.
6.5. Information to be Furnished to Committee. The Company and Related
Companies shall furnish the Committee such data and information as may be
required for it to discharge its duties. The records of the Company and Related
Companies as to an employee's or Participant's employment (or other provision of
services), termination of employment (or cessation of the provision of
services), leave of absence, reemployment and compensation shall be conclusive
on all persons unless determined to be incorrect. Participants and other persons
entitled to benefits under the Plan must furnish the Committee such evidence,
data or information as the Committee considers desirable to carry out the terms
of the Plan.
6.6. Liability and Indemnification of Committee. No member or authorized
delegate of the Committee shall be liable to any person for any action taken or
omitted in connection with the administration of the Plan unless attributable to
his own fraud or willful misconduct; nor shall the Company or any Related
Company be liable to any person for any such action unless attributable to fraud
or willful misconduct on the part of a director or employee of the Company or
Related Company. The Committee, the individual members thereof, and persons
acting as the authorized delegates of the Committee under the Plan, shall be
indemnified by the Company against any and all liabilities, losses, costs and
expenses (including legal fees and expenses) of whatsoever kind and nature which
may be imposed on, incurred by or asserted against the Committee or its members
or authorized delegates by reason of the performance of a Committee function if
the Committee or its members or authorized delegates did not act dishonestly or
in willful violation of the law or regulation under which such liability, loss,
cost or expense arises. This indemnification shall not duplicate but may
supplement any coverage available under any applicable insurance.
SECTION 7
---------
AMENDMENT AND TERMINATION
-------------------------
The Board may, at any time, amend or terminate the Plan, provided that,
subject to subsection 5.4 (relating to certain adjustments to shares), no
amendment or termination may materially adversely affect the rights of any
Participant or beneficiary under any Award made under the Plan prior to the date
such amendment is adopted by the Board.
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EXHIBIT 5
[Mayer, Brown & Platt letterhead]
December 3, 1996
Homestead Village Incorporated
2030 Powers Ferry Road, Suite 222
Atlanta, Georgia 30339
Re: Registration Statement on Form S-8
Long-Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Homestead Village Incorporated, a Maryland
corporation ("Homestead" or the "Company"), in connection with the proceedings
(the "Company Proceedings") taken and to be taken relating to the registration
by the Company of an aggregate of 4,000,000 shares of Homestead common stock,
$.01 par value per share (the "Shares"), with the Securities and Exchange
Commission (the "SEC") in connection with the Company's Long-Term Incentive Plan
(the "Plan"). We have also participated in the preparation and filing with the
SEC under the Securities Act of 1933, as amended, of a registration statement on
Form S-8 (the "Registration Statement") relating to the Shares.
As counsel to Homestead, we have examined originals or copies certified to
our satisfaction of the Company's Restated Charter and Amended and Restated
Bylaws, resolution of the Board of Directors and such other Company records,
instruments, certificates and documents and such questions of law as we
considered necessary or appropriate to enable us to express this opinion. As to
certain facts material to our opinion, we have relied, to the extent we deem
such reliance proper, upon certificates of public officials and officers of
Homestead. In rendering this opinion, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to authentic original documents of photostatic copies.
Based upon and subject to the foregoing and to the assumptions, limitations
and conditions set forth herein, we are of the opinion that, upon completion of
the Company Proceedings, the Shares will have been validly issued and delivered
in accordance with the Company Proceedings and the Plan, the Shares will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Mayer, Brown & Platt
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Exhibit 15
December 2, 1996
Shareholders and Board of Directors
Homestead Village Incorporated
We are aware of the incorporation by reference in the Registration Statement on
Form S-8 of Homestead Village Incorporated pertaining to the Homestead Village
Incorporated 1996 Long-Term Incentive Plan of our report dated November 8, 1996
relating to the unaudited condensed interim financial statements of Homestead
Village Incorporated that are included in its Form 10-Q for the quarter ended
September 30, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
With respect to the accompanying registration statement (No.333-xxxxx) on
Form S-8 of Homestead Village Incorporated relating to the Homestead Village
Incorporated 1996 Long-Term Incentive Plan, we consent to the incorporation by
reference of:
(i) our report dated May 1, 1996 on the combined balance sheets of the
PTR-Homestead Village Group as of December 31, 1994 and 1995, the related
combined statements of operations, owners' equity and cash flows for each
of the years in the three-year period ended December 31, 1995, and the
related combined schedule as of December 31, 1995, included in the
Homestead Village Incorporated Post-Effective Amendment No. 1 on Form S-1
to Registration Statement on Form S-4 (File No. 333-4455) filed with the
Securities and Exchange Commission;
(ii) our report dated May 1, 1996 on the combined balance sheet of the
Atlantic-Homestead Village Group as of December 31, 1995, the related
combined statements of operations, owners' equity and cash flows for the
period from April 3, 1995 (date of formation) through December 31, 1995 and
the related combined schedule as of December 31, 1995, included in the
Homestead Village Incorporated Post-Effective Amendment No. 1 on Form S-1
to Registration Statement on Form S-4 (File No. 333-4455) filed with the
Securities and Exchange Commission; and
(iii) our report dated May 1, 1996 on the combined balance sheets of
SCG-Homestead Village Group as of December 31, 1994 and 1995 and the
related combined statements of operations, shareholders' equity and cash
flows for each of the years in the three-year period ended December 31,
1995, included in the Homestead Village Incorporated Post-Effective
Amendment No. 1 on Form S-1 to Registration Statement on Form S-4 (File No.
333-4455) filed with the Securities and Exchange Commission.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
December 3, 1996
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EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Homestead Village Incorporated 1996 Long-Term
Incentive Plan of our report dated August 22, 1996 with respect to the balance
sheet of Homestead Village Incorporated as of June 30, 1996, included in the
Homestead Village Incorporated Post-Effective Amendment No. 1 on Form S-1 to
Registration Statement on Form S-4 (File No. 333-4455) filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Dallas, Texas
December 3, 1996
14
