<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 OUTSIDE DIRECTORS 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 to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share* Offering Price* Registration Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value 100,000 Shares $15.1875 $1,518,750 $460.23
==================================================================================================
</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 Outside Directors 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 OUTSIDE DIRECTORS PLAN
---------------------------
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
<S> <C> <C>
SECTION 1 PURPOSE............................................... 1
SECTION 2 OPTION GRANTS......................................... 1
2.1. Election........................................ 1
2.2. Option Terms.................................... 2
SECTION 3 OPERATION AND ADMINISTRATION.......................... 4
3.1. Duration........................................ 4
3.2. Shares Subject to Plan.......................... 4
3.3. Adjustments to Shares........................... 4
3.4. Limit on Distribution........................... 5
3.5. Taxes........................................... 6
3.6. Distributions to Disabled Persons............... 6
3.7. Transferability................................. 6
3.8. Form and Time of Elections...................... 6
3.9. Limitation of Implied Rights.................... 6
3.10. Evidence........................................ 6
3.11. Action by Company............................... 7
3.12. Gender and Number............................... 7
SECTION 4 ADMINISTRATOR......................................... 7
4.1. Administration.................................. 7
4.2. Powers of Administrator......................... 7
4.3. Information to be Furnished to Administrator.... 7
4.4. Liability and Indemnification of Administrator.. 7
SECTION 5 AMENDMENT AND TERMINATION............................. 8
</TABLE>
<PAGE>
HOMESTEAD VILLAGE INCORPORATED
1996 OUTSIDE DIRECTORS PLAN
---------------------------
SECTION 1
---------
PURPOSE
-------
The Homestead Village Incorporated 1996 Outside Directors Plan (the "Plan")
has been established by Homestead Village Incorporated (the "Company") to
promote the interests of the Company and its shareholders by enhancing the
Company's ability to attract and retain the services of experienced and
knowledgeable directors and by encouraging such directors to acquire a
proprietary interest in the Company.
SECTION 2
---------
OPTION GRANTS
-------------
2.1. Election. Each Eligible Director shall be entitled to the grant of an
"Option", subject to the following:
(a) As of the Closing Date of the Mergers described in the Company's
Registration Statement on Form S-4 (Registration No. 333-4455) (the
"Closing Date"), each individual who is then an Eligible Director
shall be granted an Option to purchase 2,000 shares of common stock of
the Company ("Stock"). Each member of the Board of Directors of the
Company (the "Board") who is not an employee of the Company or any
Related Company shall be an "Eligible Director". A "Participant" is an
Eligible Director who has received an Option under the Plan.
(b) As of the first business day after each annual meeting of the
Company's shareholders after the Closing Date, each Director who is
then an Eligible Director shall be granted an Option to purchase 2,000
shares of Stock.
(c) If an individual becomes an Eligible Director on a date other than an
annual meeting, he shall be granted an Option to purchase a number of
shares of Stock as of the date on which he first becomes an Eligible
Director. The number of shares subject to the Option shall be the
number which would have been subject to the Option if he had become an
Eligible Director at the immediate preceding annual meeting, except
that such number of shares shall be subject to a pro-rata reduction to
reflect the portion of the year prior to the date on which he becomes
an Eligible Director. In no event shall an Option be granted with
respect to a fractional share, and the amount of any pro-rata
reduction shall be rounded to the nearest whole share.
(d) The term "Related Company" means any company during any period in
which it is a "parent company" (as that term is defined in section
424(e) of the Internal Revenue Code of 1986, as amended (the "Code"))
or a "subsidiary corporation" (as that term is defined in Code section
424(f)) with respect to the Company.
2.2. Option Terms. Each Option granted pursuant to this Section shall be
subject to the following:
(a) Each Option shall provide for a per-share exercise price equal to the
Fair Market Value of a share of Stock on the date as of which the
Option is granted (but in no event less than the
<PAGE>
par value of a share of Stock). 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 Administrator 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 Administrator in
good faith.
(b) 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 Option purchase price shall be payable in cash or in shares of
Stock held at least six months (valued at Fair Market Value as of the
day of exercise) or in any combination thereof. If a cashless exercise
procedure is established by the Company, a Director may elect to pay
the purchase price upon the exercise of an Option granted pursuant to
this Section through such cashless exercise procedure.
(d) Each Option shall be immediately exercisable.
(e) An Option shall expire on the earlier of: (i) the five-year
anniversary of the date it is granted; (ii) the three-month
anniversary of the Director's Date of Termination for any reason other
than death or Disability, or (iii) the one-year anniversary of the
Director's Date of Termination by reason of death or Disability.
(f) Each Option granted under this Section shall be evidenced by an
Agreement duly executed on behalf of the Company and by the Director
to whom such Option is granted and dated as of the applicable date of
grant. Each Agreement shall comply with and be subject to the terms of
the Plan.
(g) The Options are not intended to be "incentive stock options" as that
term is described in section 422 of the Code.
(h) A Participant's "Date of Termination" shall be the day following the
last day on which he serves as a Director.
(i) A Director 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
2
<PAGE>
any substantial gainful activity, which condition, in the opinion of a
physician selected by the Administrator, is expected to have a
duration of not less than 120 days.
SECTION 3
---------
OPERATION AND ADMINISTRATION
----------------------------
3.1. Duration. The Plan shall become effective on the Effective Date,
subject to shareholder approval. Options may be awarded under the Plan prior to
such approval, provided, that no Option may be exercised prior to such approval
and, in the event such approval is not obtained, the Options shall be of no
effect. The Plan shall be unlimited in duration and, in the event of Plan
termination, shall remain in effect as long as any Options granted under it are
outstanding and not exercised; provided, however, that no new Options shall be
made under the Plan on or after the tenth anniversary of the Effective Date.
3.2. Shares Subject to Plan. The shares of Stock with respect to which
Options may be awarded under the Plan shall be currently authorized but unissued
shares or currently held or subsequently acquired by the Company as treasury
shares, including shares purchased in the open market or in private
transactions. The maximum number of shares of Stock available for Options under
the Plan shall not exceed 100,000 shares.
3.3. 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 Administrator shall adjust: (i) the number of
shares of Stock available under the Plan; (ii) the number of shares
available under any Plan limits; (iii) the number of shares of Stock
subject to any outstanding Options; (iv) the number of shares of Stock
subject to future grant; and (v) the per-share price under any
outstanding Option.
(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
shareholders of the Company receive any shares of stock or other
securities or property, or the Company shall distribute securities of
another corporation to its shareholders, there shall be substituted
for the shares subject to outstanding Options an appropriate number of
shares of each class of stock or amount of other securities or
property which were distributed to the shareholders of the Company in
respect of such shares; provided that, upon the occurrence of a
reorganization of the Company or any other event described in this
paragraph, any successor to the Company shall be substituted for the
Company.
(c) The existence of this Plan and the Options granted hereunder shall not
affect in any way the right or power of the Company or its
shareholders 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.
3
<PAGE>
(d) 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 Options under the Plan.
3.4. 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 issue 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) The Administrator shall add such conditions and limitations to any
Options to any Participant as is necessary to comply with Section
16(a) and 16(b) of the Securities Exchange Act of 1934, 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, at the direction of the Administrator, be effected on a non-
certificated basis, to the extent not prohibited by applicable law or
the rules of any stock exchange.
3.5. Taxes. All Options under the Plan are subject to all applicable taxes.
3.6. Distributions to Disabled Persons. Notwithstanding any other provision
of the Plan, if, in the Administrator's opinion, a Participant or other person
entitled to benefits under the Plan is under a legal disability or is in any way
incapacitated so as to be unable to manage his financial affairs, the
Administrator may direct that payment be made to a relative or friend of such
person for his benefit until claim is made by a conservator or other person
legally charged with the care of his person or his estate, and such payment or
distribution shall be in lieu of any such payment to such Participant or other
person. Thereafter, any benefits under the Plan to which such Participant or
other person is entitled shall be paid to such conservator or other person
legally charged with the care of his person or his estate.
3.7. Transferability. Options are not transferable prior to exercise,
except as designated by the Participant by will or by the laws of descent and
distribution. Notwithstanding the foregoing provisions of this subsection, the
Administrator may permit transfer of Options under the Plan to be transferred to
or for the benefit of the Participant's family, subject to such limits as the
Administrator may establish.
3.8. Form and Time of Elections. Any election required or permitted under
the Plan shall be in writing, and shall be deemed to be filed when delivered to
the Secretary of the Company.
3.9. Limitation of Implied Rights. Neither the Participant nor any other
person shall, by reason of participation in the Plan, acquire any right in or
title to any assets, funds or property of the Company whatsoever prior to the
date such shares are distributed. A Participant shall have only a contractual
right to the shares, if any, distributable under the Plan, unsecured by any
assets of the Company. Nothing contained in the Plan shall constitute a
guarantee by the Company that the assets of the Company shall be sufficient to
provide any benefits to any person.
4
<PAGE>
3.10. 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.
3.11. Action by Company. Any action required or permitted to be taken by
the Company shall be by resolution of the Board, 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, by a duly authorized officer of 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.
3.12. 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 4
---------
ADMINISTRATOR
-------------
4.1. Administration. The authority to control and manage the operation and
administration of the Plan shall be vested in the Secretary of the Company (the
"Administrator") in accordance with this Section.
4.2. Powers of Administrator. The Administrator will have the authority 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.
4.3. Information to be Furnished to Administrator. The Company shall
furnish the Administrator with such data and information as may be required for
it to discharge its duties. The records of the Company as to the period of a
Director's service shall be conclusive on all persons unless determined to be
incorrect. Participants and other persons entitled to benefits under the Plan
must furnish the Administrator such evidence, data or information as the
Administrator considers desirable to carry out the terms of the Plan.
4.4. Liability and Indemnification of Administrator. The Administrator
shall not 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 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. The Administrator and persons acting as the
authorized delegates of the Administrator under the Plan, shall be indemnified
by the Company, to the fullest extent permitted by law, 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 Administrator or authorized delegates by reason of the performance
of an Administrator function if the Administrator 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 5
---------
AMENDMENT AND TERMINATION
-------------------------
The Board may, at any time, amend or terminate the Plan, provided that,
subject to subsection 3.3 (relating to certain adjustments to shares), no
amendment or termination may materially adversely affect the rights of any
Participant or beneficiary under any Option made under the Plan prior to the
date such amendment is adopted by the Board.
5
<PAGE>
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
1996 Outside Directors 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 100,000 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 1996 Outside Directors 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 Outside Directors Plan of 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 report is 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
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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 Outside Directors 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 Outside
Directors 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
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