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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HOMESTEAD VILLAGE INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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MARYLAND 74-2770966
(STATE OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION
ORGANIZATION) NUMBER)
2100 RIVEREDGE PARKWAY
ATLANTA, GEORGIA 30328
(770) 303-2200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
JEFFREY A. KLOPF, SECRETARY
HOMESTEAD VILLAGE INCORPORATED
125 LINCOLN AVENUE
SANTA FE, NEW MEXICO 87501
(505) 982-9292
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPY TO:
EDWARD J. SCHNEIDMAN
MAYER, BROWN & PLATT
190 SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60603
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
PROPOSED
MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AGGREGATE AMOUNT OF
TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C>
Common Stock, par value $.01 per share(2).......... $300,000,000 $90,909.10
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</TABLE>
(1) Estimated solely for purposes of determining the registration fee.
(2)Includes an indeterminable number of Preferred Share Purchase Rights
associated with the Common Stock.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED OCTOBER 14, 1997
PROSPECTUS
HOMESTEAD VILLAGE INCORPORATED
$300,000,000
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
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Homestead Village Incorporated ("Homestead") may from time to time offer
shares of its Common Stock, par value $.01 per share (the "Shares"), in
amounts, at prices and on terms to be set forth in a supplement to this
Prospectus (a "Prospectus Supplement").
The Shares may be offered directly by Homestead, through agents designated
from time to time by Homestead, or to or through underwriters or dealers. If
any agents or underwriters are involved in the sale of any of the Shares, their
names, and any applicable purchase price, fee, commission or discount
arrangement between or among them, will be set forth, or will be calculable
from the information set forth, in the applicable Prospectus Supplement. See
"Plan of Distribution." No Shares may be sold without delivery of the
applicable Prospectus Supplement describing the method and terms of the
offering of such Shares.
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THESE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS , 1997.
<PAGE>
HOMESTEAD VILLAGE INCORPORATED
Homestead is committed to creating significant shareholder value by becoming
the leading developer, owner and operator of moderate-priced, extended-stay
lodging properties throughout the United States. Homestead believes that the
extended-stay segment of the lodging industry offers excellent growth
opportunity because of growing customer demand for extended-stay
accommodations and rising consumer awareness of the extended-stay product. The
increase in demand for extended-stay lodging has been created by several
changes in the business environment such as (i) the continued emergence of the
high technology and service segments which have a higher demand for long-term
training accommodations; (ii) the consolidation of factories, plants and
businesses, resulting in an increased demand for relocation accommodations;
and (iii) the outsourcing or job-sharing of specialized job skills which has
significantly increased extended-stays related to temporary job assignments.
Homestead believes it is well positioned to achieve significant market share
in the extended-stay industry by targeting markets that demonstrate strong
demographics and providing extended-stay customers with a consistently hgh
standard of service and value-conscious pricing.
Homestead offers a carefully designed, purpose-built product targeted at the
business traveler on temporary assignment, undergoing relocation or in
training. Homestead Village(R) properties are designed to offer excellent
locations with convenient access to major employment centers and retail
support services, and a residential environment that is attractive, well
landscaped and secure.
The extended-stay segment of the lodging industry is a high-growth business,
and Homestead believes it is well positioned to become the leading provider of
moderate-priced, extended-stay lodging. Homestead has the people and the
processes in place to achieve significant market share. Homestead's strategy
for future growth is focused on (i) developing new properties and quickly and
cost-efficiently delivering them to the market place, (ii) increasing revenue
per available room at the property level by matching its product to customers'
expectations, and (iii) improving operating margins through its proprietary
operating systems. Homestead believes that its product, locations, corporate
commitment to customer service and value-conscious pricing will help Homestead
meet its objective.
The first Homestead Village(R) property was opened in 1992. As of September
30, 1997, Homestead operated 50 properties, had begun construction on 51
additional properties, had 17 properties in planning and owned, and had an
additional 33 properties in planning and under control, for a total of 151
properties in 38 cities. In addition, its development staff of 56
professionals is continually reviewing additional development opportunities.
Homestead's properties are designed and built to uniform standards developed
by Homestead. Homestead expects to have a total of 79 properties in operation
at the end of 1997 and expects to start construction on 40 to 50 new
properties annually through the year 2000. Homestead's plans call for the
average property to have approximately 136 extended-stay rooms and to take
approximately eight to ten months to construct.
Homestead is a Maryland corporation. Its executive offices are located at
2100 RiverEdge Parkway, Atlanta, Georgia 30328, and its telephone number is
(770) 303-2200.
USE OF PROCEEDS
Unless otherwise described in the applicable Prospectus Supplement, the net
proceeds from the sale of Shares will be used for the acquisition of sites and
the development of additional extended-stay lodging properties as suitable
opportunities arise, for the repayment of certain outstanding indebtedness at
such time, for working capital purposes and, to a lesser extent, for capital
improvements to properties.
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DESCRIPTION OF COMMON STOCK
GENERAL
The authorized stock of Homestead consists of 250,000,000 shares of common
stock, $0.01 par value per share. The board of directors of Homestead (the
"Board") may classify or reclassify any unissued shares of stock from time to
time by setting or changing the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications or terms or conditions of redemption of such
stock. No holder of any class of stock of Homestead will have any preemptive
right to subscribe to any securities of Homestead except as may be granted by
the Board in authorizing the issuance of a class of preferred stock. Under
Maryland law, stockholders are generally not liable for a company's debts or
obligations. For a description of certain provisions that could have the
effect of delaying, deferring or preventing a change in control, see "Certain
Provisions of Maryland Law and of Homestead's Charter and Bylaws."
The outstanding Shares are fully paid and nonassessable. Each Share entitles
the holder to one vote on all matters requiring a vote of shareholders,
including the election of directors. Shareholders do not have the right to
cumulate their votes in the election of directors, which means that the
holders of a majority of the outstanding Shares can elect all of the directors
then standing for election. Shareholders are entitled to such dividends as may
be authorized from time to time by the directors out of assets legally
available therefor.
In the event of any liquidation, dissolution or winding-up of the affairs of
Homestead, holders of Shares are entitled, subject to the preferential rights
of holders of preferred stock, if any, to share ratably in the assets of
Homestead remaining after provision for payment of liabilities to creditors.
The transfer agent and registrar for the Shares is BankBoston, N.A., 150
Royall Street, Canton, Massachusetts 02021.
All Shares have equal distribution, liquidation and other rights, and have
no preference, appraisal, conversion or exchange rights. As of October 1,
1997, 25,360,013 Shares were issued and outstanding.
PURCHASE RIGHTS
On May 16, 1996, the Board authorized a dividend of one Purchase Right for
each Share outstanding at the close of business on May 16, 1996 (the "Rights
Record Date") to the holders of Shares of record as of the Rights Record Date.
The dividend was paid on the Rights Record Date. The holders of any additional
Shares issued after the Rights Record Date and before the redemption or
expiration of the Purchase Rights will also be entitled to one Purchase Right
for each such additional Share. Each Purchase Right entitles the registered
holder under certain circumstances to purchase from Homestead one-hundredth of
a Participating Preferred Share of Homestead at a price of $50.00 per one-
hundredth of a Participating Preferred Share (the "Purchase Price"), subject
to adjustment. The description and terms of the Purchase Rights are set forth
in the Rights Agreement dated as of May 16, 1996 between Homestead and
BankBoston, N.A., formerly known as The First National Bank of Boston, as
rights agent (the "Rights Agreement").
The Purchase Rights will be exercisable and will be evidenced by separate
certificates only after the earliest to occur of: (1) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (excluding certain affiliates of Homestead) has acquired
beneficial ownership of 20% or more of the outstanding Shares (thereby
becoming an "Acquiring Person"); (2) 15 business days (or such later date as
may be determined by action of the Board prior to such time as any person or
group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of persons (excluding certain affiliates of
Homestead) of 25% or more of the outstanding Shares; or (3) 10 business days
(or such later date as may be determined by action of the Board prior to such
time as any person becomes an Acquiring Person) after the date of filing by
any person of, or the first public announcement of the intention of any person
to file, any application, request, submission or other document with any
federal or
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state regulatory authority seeking approval of, attempting to rebut any
presumption of control upon, or otherwise indicating an intention to enter
into, any transaction or series of transactions (other than a transaction in
which newly issued Shares are issued directly by Homestead) the consummation
of which would result in any person (excluding certain affiliates of
Homestead) becoming the beneficial owner of Shares aggregating 25% or more of
the then outstanding Shares (the first to occur of such dates being called the
"Rights Distribution Date"). With respect to any of the stock certificates
outstanding as of the Rights Record Date, until the Rights Distribution Date
the Purchase Rights will be evidenced by such stock certificate. Until the
Rights Distribution Date (or earlier redemption or expiration of the Purchase
Rights), new stock certificates issued after the Rights Record Date upon
transfer or new issuance of Shares will contain a notation incorporating the
Rights Agreement by reference. Notwithstanding the foregoing, if the Board in
good faith determines that a person who would otherwise be an Acquiring Person
under the Rights Agreement has become such inadvertently, and such person
divests as promptly as practicable a sufficient number of Shares so that such
person would no longer be an Acquiring Person, then such person shall not be
deemed to be an Acquiring Person for purposes of the Rights Agreement.
The Purchase Rights will expire on May 16, 2006 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Purchase
Rights are earlier redeemed or exchanged by Homestead, in each case as
described below.
The Purchase Price payable, and the number of Participating Preferred Shares
or other securities or property issuable, upon exercise of the Purchase Rights
are subject to adjustment under certain circumstances from time to time to
prevent dilution. With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price.
Participating Preferred Shares purchasable upon exercise of the Purchase
Rights will not be redeemable. Each Participating Preferred Share will be
entitled to a minimum preferential quarterly distribution payment equal to the
greater of (i) $1 per share or (ii) 100 times the distribution declared per
Share. Each Participating Preferred Share will have 100 votes, voting together
with the Shares. If dividends payable on Participating Preferred Shares are in
arrears in an amount equal to at least six full quarterly dividends (whether
or not declared and whether or not consecutive), the holders of record of the
outstanding Participating Preferred Shares shall have the exclusive right,
voting separately as a single class, to elect two directors of Homestead until
such time as all arrears in dividends (whether or not declared) on the
Participating Preferred Shares shall have been paid or declared and set apart
for payment. In the event of liquidation, the holders of the Participating
Preferred Shares will be entitled to a minimum preferential liquidation
payment of $1 per share (plus any accrued and unpaid dividends) but will be
entitled to an aggregate payment of 100 times the payment made per Share. In
the event of any merger, consolidation or other transaction in which Shares
are exchanged, each Participating Preferred Share will be entitled to receive
100 times the amount received per Share. In the event of issuance of
Participating Preferred Shares upon exercise of the Purchase Rights, in order
to facilitate trading, a depositary receipt may be issued for each one-
hundredth of a Participating Preferred Share. The Purchase Rights will be
protected by customary antidilution provisions.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision will be made so that each holder
of a Purchase Right, other than Purchase Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the
right to receive upon exercise a number of Shares having a market value
(determined in accordance with the Rights Agreement) of twice the Purchase
Price. In lieu of the issuance of Shares upon exercise of Purchase Rights, the
Board may under certain circumstances, and if there is an insufficient number
of Shares authorized but unissued or held by Homestead to permit the exercise
in full of the Purchase Rights, the Board is required to take such action as
may be necessary to cause Homestead to issue or pay upon the exercise of
Purchase Rights cash (including by way of a reduction of purchase price),
property, other securities or any combination of the foregoing having an
aggregate value equal to that of the Shares which otherwise would have been
issuable upon exercise of Purchase Rights.
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In the event that, after any person or group becomes an Acquiring Person,
Homestead is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are sold, proper
provision will be made so that each holder of a Purchase Right will thereafter
have the right to receive, upon the exercise thereof at the then current
Purchase Price, a number of shares of common stock of the acquiring company
having a market value (determined in accordance with the Rights Agreement) of
twice the Purchase Price.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by that person or group of 50% or more of the outstanding
Shares, the Board may exchange the Purchase Rights (other than Purchase Rights
owned by that person or group which will have become void), in whole or in
part, at an exchange ratio of one Share (or one-hundredth of a Participating
Preferred Share) per Purchase Right (subject to adjustment).
As soon as practicable after a Rights Distribution Date, Homestead is
obligated to use its best efforts to file a registration statement under the
Securities Act of 1933, as amended (the "Securities Act") relating to the
securities issuable upon exercise of Purchase Rights and to cause such
registration statement to become effective as soon as practicable.
At any time prior to the time a person or group of persons becomes an
Acquiring Person, the Board may redeem the Purchase Rights in whole, but not
in part, at a price of $0.01 per Purchase Right (the "Redemption Price")
payable in cash, Shares or any other form of consideration deemed appropriate
by the Board. The redemption of the Purchase Rights may be made effective at
such time, on such basis and with such conditions as the Board in its sole
discretion may establish. Immediately upon the effectiveness of any redemption
of the Purchase Rights, the right to exercise the Purchase Rights will
terminate and the only right of the holders of Purchase Rights will be to
receive the Redemption Price.
The terms of the Purchase Rights may be amended by the Board without the
consent of the holders of the Purchase Rights, except that from and after the
time any person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Purchase Rights.
The Purchase Rights have certain anti-takeover effects. The Purchase Rights
will cause substantial dilution to a person or group that attempts to acquire
Homestead on terms not approved by the Board, except pursuant to an offer
conditioned on a substantial number of Purchase Rights being acquired. The
Purchase Rights should not interfere with any merger or other business
combination approved by the Board since the Purchase Rights may be redeemed by
Homestead at the Redemption Price prior to the time that a person or group has
acquired beneficial ownership of 20% or more of the Shares. The Rights
Agreement specifying the terms of the Purchase Rights has been incorporated by
reference into the registration statement on Form S-3 of which this Prospectus
forms a part (together with all amendments and exhibits, the "Registration
Statement") and is incorporated herein by reference. The foregoing description
of the Purchase Rights does not purport to be complete and is subject to, and
is qualified in its entirety by reference to, the Rights Agreement, including
the definitions therein of certain terms.
OTHER SECURITIES OF HOMESTEAD
PREFERRED STOCK
The Board is empowered by the Charter, without the approval of stockholders,
to cause shares of preferred stock to be issued in one or more series and to
determine, among other things, the number of preferred shares of each series
and the rights, preferences, powers and limitations of each series which may
be senior to the rights of Shares. The issuance of preferred stock could have
the effect of delaying, deferring or preventing a change in control of
Homestead and may adversely affect the voting and other rights of
shareholders. No shares of preferred stock are outstanding and Homestead has
no present plans to issue any preferred stock other than as contemplated by
the Rights Agreement.
5
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WARRANTS
Warrants to purchase Shares (the "Warrants") have been issued under a
Warrant Agreement (the "Warrant Agreement") between Homestead and BankBoston,
N.A., formerly known as The First National Bank of Boston, as Warrant Agent
(the "Warrant Agent"), a copy of which has been incorporated by reference as
an exhibit to the Registration Statement. The following is a summary of the
material terms of the Warrants and the Warrant Agreement. The summary is
subject to, and is qualified in its entirety by reference to, all the
provisions of the Warrants and the Warrant Agreement, including the
definitions therein of certain terms.
General
Each Warrant entitles the registered holder thereof, subject to and upon
compliance with the provisions thereof and of the Warrant Agreement, at such
holder's option, to purchase at an exercise price of $10.00 per Share from
Homestead one Share. The number of Shares for which a Warrant may be exercised
is subject to adjustment as set forth in the Warrant Agreement. As of October
1, 1997, there were approximately 2,563,000 unexercised Warrants outstanding.
Warrants may be exercised at any time by surrendering the certificate
evidencing such Warrants (the "Warrant Certificates") with the form of
election to purchase shares set forth on the reverse side thereof duly
completed and executed by the holder thereof and paying in full the exercise
price for such Warrant at the office or agency designated for such purpose,
which will initially be the corporate trust office of the Warrant Agent in New
York, New York. Each Warrant may be exercised only in whole and the exercise
price may be paid only in cash or by certified or official bank check. The
Warrants expire at 5:00 p.m., New York time, on October 29, 1997.
The Warrant Certificates evidencing the Warrants may be surrendered for
exercise or exchange, and the transfer of Warrant Certificates will be
registrable, at the office or agency of Homestead maintained for such purpose,
which initially will be the corporate trust office of the Warrant Agent in New
York, New York. The Warrant Certificates will be issued only in fully
registered form. No service charge will be made for any exercise, exchange or
registration of transfer of Warrant Certificates, but Homestead may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Holders of Warrants will not be entitled, by virtue of being such holders,
to receive dividends, vote, receive notice of any meetings of shareholders or
otherwise have any right of shareholders of Homestead.
Adjustments
The number of Shares issuable upon exercise of a Warrant (the "Exercise
Rate") is subject to adjustment upon the occurrence of certain events,
including (a) dividends or distributions on Shares payable in Shares or
certain other stock of Homestead; (b) subdivisions, combinations or certain
reclassifications of Shares; (c) distributions to all holders of Shares of
rights, warrants or options entitling them to subscribe for Shares at a price
per Share less than 94% of the Current Market Value at the Time of
Determination (each as defined in the Warrant Agreement); (d) sales by
Homestead of Shares or of securities convertible into or exchangeable or
exercisable for Shares (other than pursuant to (1) the exercise of the
Warrants (2) any security convertible into, or exchangeable or exercisable
for, Shares as to which the issuance thereof has previously been the subject
of any required adjustment pursuant to the Warrant Agreement and (3) the
conversion of any convertible mortgage notes (see below)) at a price per Share
less than the Current Market Value at the Time of Determination; and (e)
distributions to shareholders of assets or debt securities of Homestead or
certain rights, warrants or options to purchase assets or debt securities or
other securities of Homestead (excluding cash dividends or other cash
distributions from consolidated retained earnings other than any Extraordinary
Cash Dividend (as defined in the Warrant Agreement)). No adjustment in the
Exercise Rate will be required unless such adjustment would require an
increase or decrease of at least one percent (1%) in the Exercise Rate;
provided that any adjustment that is not made will be carried forward and
taken into account in any subsequent adjustment.
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If Homestead is a party to a consolidation or merger, or certain transfers
of all or substantially all of its assets occur, a Warrant shall automatically
become exercisable for the kind and amount of securities, cash or other assets
which the holder of Warrants would have received immediately after the
consolidation, merger or transfer if the holder exercised the Warrant
immediately before the effective date of the transaction.
In the event of a taxable distribution to holders of Shares which results in
an adjustment to the number of Shares or other consideration for which a
Warrant may be exercised, the holders of the Warrants may, in certain
circumstances, be deemed to have received a distribution subject to United
States federal income tax.
CONVERTIBLE MORTGAGE NOTES
On October 17, 1996, Homestead assumed $67,285,743 principal amount of
convertible mortgage notes ($60,445,442 net of discount) of its predecessors
in connection with funding the acquisition and construction costs and expenses
incurred in connection with acquiring and developing various real properties
as Homestead Village(R) properties. Pursuant to Funding Commitment Agreements
entered into with Security Capital Pacific Trust ("PTR") and Security Capital
Atlantic Incorporated ("ATLANTIC"), PTR and ATLANTIC agreed to provide
Homestead additional funding on the respective Homestead Village(R) properties
contributed by them in the amounts of up to approximately $138 million and
$111 million, respectively. PTR and ATLANTIC will receive convertible mortgage
notes in respect of such fundings with face amounts of up to approximately
$154 million and $98 million, respectively. The convertible mortgage notes
issued to PTR are being recorded for financial reporting purposes by Homestead
at a discount of approximately $23 million (including the discount assumed on
October 17,1996) and the convertible mortgage notes issued to ATLANTIC are
being recorded by Homestead at a premium of approximately $13 million, each of
which will be amortized as an adjustment to interest expense over the ten-year
term of the mortgage notes using the effective interest method. As of October
1, 1997, PTR and ATLANTIC had funded approximately $102.0 million and $97.0
million, respectively, under their respective Funding Commitment Agreement.
Interest on the convertible mortgage notes accrues at the rate of 9% on the
unpaid principal balance payable every six months. The convertible mortgage
notes are scheduled to mature on October 31, 2006 and are callable on or after
May 28, 2001. Homestead has pledged substantially all of the assets
contributed by PTR or ATLANTIC, as the case may be, as collateral for the
mortgage loans. PTR and ATLANTIC have the right to convert all of the
outstanding principal amount of the convertible mortgage notes into Shares on
the basis of one Share for each $11.50 aggregate principal amount outstanding
on the convertible mortgage notes being converted. This conversion rate is
subject to adjustment on substantially the same terms as the Warrants.
CERTAIN PROVISIONS OF MARYLAND LAW AND OF
HOMESTEAD'S CHARTER AND BYLAWS
The following paragraphs summarize certain provisions of Maryland law and
the Charter and Bylaws. The summary does not purport to be complete and is
subject to and qualified in its entirety by reference to the Charter and
Bylaws, copies of which have been incorporated by reference as exhibits to the
Registration Statement and to Maryland law.
CLASSIFICATION OF THE BOARD
Homestead's Bylaws provide that the number of directors may be established
by the Board but may not be fewer than three nor more than fifteen. Any
vacancy will be filled, at any regular meeting or at any special meeting
called for that purpose, by a majority of the remaining directors, except that
a vacancy resulting from an increase in the number of directors will be filled
by a majority of the entire Board. Pursuant to the Charter, the directors are
divided into three classes. At the 1997 annual meeting of shareholders, one
class was elected to hold office initially for a term expiring at the annual
meeting of shareholders to be held in 1998, another class was elected to hold
office initially for a term expiring at the annual meeting of shareholders to
be held in 1999
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and another class was elected to hold office initially for a term expiring at
the annual meeting of shareholders to be held in 2000. As the term of each
class expires, directors in that class will be elected for a term of three
years and until their successors are duly elected and qualify. Homestead
believes that classification of the Board will help to assure the continuity
and stability of Homestead's business strategies and policies as determined by
the Board.
The classified director provision could have the effect of making the
replacement of incumbent directors more time-consuming and difficult, which
could discourage a third party from making a tender offer or otherwise
attempting to obtain control of Homestead, even though such an attempt might
be beneficial to Homestead and its shareholders. At least two annual meetings
of shareholders, instead of one, will generally be required to effect a change
in a majority of the Board. Thus, the classified board provision could
increase the likelihood that incumbent directors will retain their positions.
DIRECTOR LIABILITY LIMITATION AND INDEMNIFICATION
Maryland law permits a Maryland corporation to include in its charter a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except to liability
resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty established by a
final judgment as being material to the cause of action. The Charter contains
such a provision which eliminates such liability to the maximum extent
permitted by Maryland law.
Homestead's officers and directors are and will be indemnified under the
Charter against certain liabilities. The Charter provides that Homestead will,
to the maximum extent permitted by Maryland law in effect from time to time,
indemnify and 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 Homestead or (b) any individual who, while a director
of Homestead and at the request of Homestead, 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. Homestead has the power, with the approval of the Board, to
provide such indemnification and advancement of expenses to a person who
served a predecessor of Homestead in any of the capacities described in (a) or
(b) above and to any employee or agent of Homestead or its predecessors.
Maryland law requires a corporation (unless its charter provides otherwise,
which the Charter does not) to indemnify a director or officer who has been
successful, on the merits or otherwise, in the defense of any proceeding to
which he or she is made a party by reason of his or her service in that
capacity. Maryland law permits a corporation to indemnify its present and
former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a)
the act or omission of the director or officer was material to the matter
giving rise to the proceeding and (i) was committed in bad faith or (ii) was
the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper personal benefit in money, property or services
or (c) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. However, a
Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation. Maryland law permits Homestead to advance
reasonable expenses to a director or officer upon Homestead's receipt of (a) a
written affirmation by the director or officer of his or her good faith belief
that he or she has met the standard of conduct necessary for indemnification
by Homestead as authorized by the Bylaws and (b) a written statement by or on
his or her behalf to repay the amount paid or reimbursed by Homestead if it
shall ultimately be determined that the standard of conduct was not met.
Additionally, Homestead 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 or she was or is
serving as an officer or director,
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<PAGE>
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, as amended (the "Exchange Act") or (c) relating to judicially determined
criminal violations.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Homestead
pursuant to the foregoing provisions, Homestead has been informed that in the
opinion of the Securities and Exchange Commission (the "Commission") such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
BUSINESS COMBINATIONS
Under the Maryland General Corporation Law (the "MGCL"), certain "business
combinations" (including a merger, consolidation, share exchange or, in
certain circumstances, an asset transfer or issuance or reclassification of
equity securities) between a Maryland corporation and any person who
beneficially owns 10% or more of the voting power of the corporation's shares
or an affiliate of the corporation who, at any time within the two-year period
prior to the date in question, was the beneficial owner of 10% or more of the
voting power of the then-outstanding voting stock of the corporation (an
"Interested Stockholder") or an affiliate of such an Interested Stockholder
are prohibited for five years after the most recent date on which the
Interested Stockholder becomes an Interested Stockholder. Thereafter, any such
business combination must be recommended by the board of directors of such
corporation and approved by the affirmative vote of at least (a) 80% of the
votes entitled to be cast by holders of outstanding voting shares of the
corporation and (b) two-thirds of the votes entitled to be cast by holders of
outstanding voting shares of the corporation other than shares held by the
Interested Stockholder with whom (or with whose affiliate) the business
combination is to be effected, unless, among other conditions, the
corporation's common stockholders receive a minimum price (as defined in the
MGCL) for their shares and the consideration is received in cash or in the
same form as previously paid by the Interested Stockholder for its shares.
These provisions of the MGCL do not apply, however, to business combinations
that are approved or exempted by the board of directors of the corporation
prior to the time that the Interested Stockholder becomes an Interested
Stockholder. The Board has exempted from these provisions of the MGCL any
business combination with Security Capital Group Incorporated ("Security
Capital") and its affiliates and successors. As a result, Security Capital and
its affiliates and successors may be able to enter into business combinations
with Homestead that may not be in the best interests of its shareholders
without compliance by Homestead with the super-majority vote requirements and
other provisions of the statute.
CONTROL SHARE ACQUISITIONS
Maryland law provides that "Control Shares" of a Maryland corporation
acquired in a "Control Share acquisition" have no voting rights except to the
extent approved by a vote of two-thirds of the votes entitled to be cast on
the matter, excluding shares of stock owned by the acquiror or by officers or
directors who are employees of the corporation. "Control Shares" are voting
shares of stock which, if aggregated with all other such shares of stock
previously acquired by the acquiror, or in respect of which the acquiror is
able to exercise or direct the exercise of voting power, would entitle the
acquiror to exercise voting power in electing directors within one of the
following ranges of voting power (except solely by virtue of a revocable
proxy): (i) one-fifth or more but less than one-third, (ii) one-third or more
but less than a majority, or (iii) a majority or more of all voting power.
Control Shares do not include shares the acquiring person is then entitled to
vote as a result of having previously obtained stockholder approval. A
"Control Share acquisition" means the acquisition of Control Shares, subject
to certain exceptions.
A person who has made or proposes to make a Control Share acquisition, upon
satisfaction of certain conditions (including an undertaking to pay expenses),
may compel the board of directors to call a special meeting of stockholders to
be held within 50 days of demand to consider the voting rights of the shares.
If no request for a meeting is made, the corporation may itself present the
question at any stockholders meeting.
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<PAGE>
If voting rights are not approved at the meeting or if the acquiring person
does not deliver an acquiring person statement as required by the statute,
then, subject to certain conditions and limitations, the corporation may
redeem any or all of the Control Shares (except those for which voting rights
have previously been approved) for fair value determined, without regard to
the absence of voting rights for the Control Shares, as of the date of the
last Control Share acquisition or of any meeting of stockholders at which the
voting rights of such shares are considered and not approved. If voting rights
for Control Shares are approved at a stockholders meeting and the acquiror
becomes entitled to vote a majority of the shares entitled to vote, all other
stockholders may exercise appraisal rights. The fair value of the shares as
determined for purposes of such appraisal rights may not be less than the
highest price per share paid by the acquiror in the Control Share acquisition.
The Control Share acquisition statute does not apply to shares acquired in a
merger, consolidation or share exchange if the corporation is a party to the
transaction or to acquisitions approved or exempted by the charter or bylaws
of the corporation.
Homestead's Bylaws contain a provision exempting Security Capital and its
affiliates and successors from the provisions of the Control Share acquisition
statute.
ADVANCE NOTICE PROVISIONS
For nominations or other business to be properly brought before an annual
meeting of shareholders by a shareholder, the Bylaws require such shareholder
to deliver a notice to the Secretary, absent specified circumstances, not less
than 60 days nor more than 90 days prior to the first anniversary of the
preceding year's annual meeting setting forth: (i) as to each person whom the
shareholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for the election of directors, pursuant to Regulation
14A of the Exchange Act; (ii) as to any other business that the shareholder
proposed to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
shareholder and of the beneficial owner, if any, on whose behalf the
nomination or proposal is made; and (iii) as to the shareholder giving the
notice and beneficial owner, if any, on whose behalf the nomination or
proposal is made, (x) the name and address of such shareholder as they appear
on the books, and of such beneficial owner and (y) the number of shares of
each class of stock of Homestead which are owned beneficially and of record by
such shareholder and such beneficial owner, if any.
PLAN OF DISTRIBUTION
Homestead may sell Shares to one or more underwriters or dealers for public
offering and sale by them or may sell Shares to investors directly or through
agents, which agents may be affiliated with Homestead. Direct sales to
investors may be accomplished through subscription offerings or through
subscription rights distributed to Homestead shareholders and direct
placements to third parties. In connection with subscription offerings or the
distribution of subscription rights to shareholders, if all the underlying
Shares are not subscribed for, Homestead may sell such unsubscribed Shares to
third parties directly or through agents and, in addition, whether or not all
of the underlying Shares are subscribed for, Homestead may concurrently offer
additional Shares to third parties directly or through agents, which agents
may be affiliated with Homestead. Any underwriter, dealer or agent involved in
the offer and sale of Shares will be named in the applicable Prospectus
Supplement.
The distribution of Shares may be effected from time to time in one or more
transactions at a fixed price or prices, which may be changed, at prices
related to the prevailing market prices at the time of sale or at negotiated
prices (any of which may represent a discount from the prevailing market
price). Homestead also may, from time to time, authorize underwriters acting
as Homestead's agents to offer and sell Shares upon the terms and conditions
set forth in the applicable Prospectus Supplement. In connection with the sale
of Shares, underwriters may be deemed to have received compensation from
Homestead in the form of underwriting discounts or commissions and may also
receive commissions from purchasers of Shares for whom they may act as agent.
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<PAGE>
Underwriters may sell Shares to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act
as agent.
Any underwriting compensation paid by Homestead to underwriters or agents in
connection with the offering of Shares, and any discounts, concessions or
commissions allowed by underwriters to participating dealers, will be set
forth in the applicable Prospectus Supplement. Underwriters, dealers and
agents participating in the distribution of Shares may be deemed to be
underwriters, and any discounts and commissions received by them and any
profit realized by them on resale of Shares may be deemed to be underwriting
discounts and commissions, under the Securities Act. Underwriters, dealers and
agents may be entitled, under agreements entered into with Homestead, to
indemnification against and contribution toward certain civil liabilities,
including liabilities under the Securities Act. Any such indemnification
agreements will be described in the applicable Prospectus Supplement.
If so indicated in the applicable Prospectus Supplement, Homestead will
authorize dealers acting as Homestead's agents to solicit offers by certain
institutions to purchase Shares from Homestead at the public offering price
set forth in such Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on the date or dates stated
in such Prospectus Supplement. Each Contract will be for an amount not less
than, and the aggregate principal amount of Shares sold pursuant to Contracts
shall be not less nor more than, the respective amounts stated in the
applicable Prospectus Supplement. Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions, and other institutions but will in all cases be subject to the
approval of Homestead. Contracts will not be subject to any conditions except
(i) the purchase by an institution of Shares covered by its Contracts shall
not at the time of delivery be prohibited under the laws of any jurisdiction
in the United States to which such institution is subject, and (ii) if Shares
are being sold to underwriters, Homestead shall have sold to such underwriters
the total principal amount of Shares less the principal amount thereof covered
by Contracts.
Certain of the underwriters and their affiliates may be customers of, engage
in transactions with and perform services for Homestead and its subsidiaries
and affiliates in the ordinary course of business.
EXPERTS
The financial statements and schedule of Homestead appearing in Homestead's
Annual Report on Form
10-K for the year ended December 31, 1996, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such financial statements and
schedule are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
With respect to the unaudited condensed interim financial information for
the three-month period ended March 31, 1997 and the three- and six-month
periods ended June 30, 1997, incorporated by reference in this Prospectus,
Ernst & Young LLP has reported that they have applied limited procedures in
accordance with professional standards for a review of such information.
However, their separate reports, included in Homestead's Quarterly Report on
Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997, and
incorporated herein by reference, state that they did not audit and they do
not express an opinion on that interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
considering the limited nature of the review procedures applied. The
independent auditors are not subject to the liability provisions of Section 11
of the Securities Act for their reports on the unaudited interim financial
information because those reports are not a "report" or a "part' of the
Registration Statement prepared or certified by the auditors within the
meaning of Sections 7 and 11 of the Securities Act.
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The financial statements and related schedule of Homestead as of and for the
years ended December 31, 1995 and 1994, incorporated by reference herein and
in the Registration Statement, have been audited by KPMG Peat Marwick LLP,
independent certified public accountants, to the extent and for the periods
indicated in their report, which has been incorporated by reference herein and
in the Registration Statement in reliance upon the authority of said firm as
experts in accounting and auditing.
VALIDITY OF SHARES
The validity of the Shares will be passed upon for Homestead by Mayer, Brown
& Platt, Chicago, Illinois. Mayer, Brown & Platt has in the past represented
and is currently representing Homestead and certain of its affiliates,
including Security Capital.
AVAILABLE INFORMATION
Homestead is subject to the informational requirements of the Exchange Act,
and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549; 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511;
and 7 World Trade Center, 13th Floor, New York, New York 10048, and are also
available on the Commission's worldwide web site at http://www.sec.gov. Copies
of such material can be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Homestead's outstanding Shares and Warrants are listed on the American Stock
Exchange (the "AMEX") under the symbols "HSD" and "HSD.W," respectively, and
all such reports, proxy statements and other information filed by Homestead
with the AMEX may be inspected at the AMEX's offices at 86 Trinity Place, New
York, New York 10006.
This Prospectus constitutes part of the Registration Statement filed by
Homestead with the Commission under the Securities Act. This Prospectus does
not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby
made to the Registration Statement. Statements made in this Prospectus
concerning the contents of any documents referred to herein are not
necessarily complete, and in each case are qualified in all respects by
reference to the copy of such document filed with the Commission.
INCORPORATION BY REFERENCE
The following documents filed by Homestead with the Commission (File No. 1-
12269) pursuant to the Exchange Act are incorporated herein by reference:
(a) Homestead's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) Homestead's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997; and
(c) The description of Homestead's Shares and preferred share purchase
rights contained in Homestead's registration statements on Form 8-A filed
on October 7, 1996.
All documents subsequently filed by Homestead pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of the Shares shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that
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<PAGE>
a statement contained herein, or in any subsequently filed document which is
also or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
Homestead will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the
information incorporated herein by reference, other than exhibits to such
information unless such exhibits are specifically incorporated by reference
into such documents. Requests should be addressed to Secretary, Homestead
Village Incorporated, 2100 RiverEdge Parkway, Atlanta, Georgia 30328,
telephone number: (770) 303-2200.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses to be paid in connection with the issuance and distribution of
the securities being registered are estimated as follows and will be borne by
the registrant:
<TABLE>
<S> <C>
SEC Registration Fee............................................ $ 90,909
Accounting fees and expenses.................................... 75,000
Legal fees and expenses......................................... 150,000
Blue sky fees and expenses (including legal fees)............... 5,000
Printing and duplicating expenses............................... 150,000
Transfer agent fees (including counsel fees).................... 10,000
Miscellaneous expenses.......................................... 19,091
--------
Total......................................................... $500,000
========
</TABLE>
ITEM 15. 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
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,
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<PAGE>
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 16. EXHIBITS.
See the Exhibit Index which is hereby incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if 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 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(b) 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.
(c) 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.
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<PAGE>
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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
The undersigned registrant hereby undertakes to supplement the prospectus,
after the expiration of any subscription period, to set forth the results of
the subscription offer, the transactions by the underwriters during the
subscription period, the amount of unsubscribed securities to be purchased by
the underwriters, and the terms of any subsequent reoffering thereof. If any
public offering by the underwriters is to be made on terms differing from
those set forth on the cover page of the prospectus, a post-effective
amendment will be filed to set forth the terms of such offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
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.
The undersigned registrant hereby undertakes that: (a) for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective; (b) for the purposes of
determining any liability under the Securities Act of 1933, each post-
effective amendment that contains a form of prospectus shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Homestead Village Incorporated hereby constitutes and appoints
David C. Dressler, Jr., Michael D. Cryan, Robert C. Aldworth, Robert E. Clark,
Jeffrey A. Klopf and Ariel Amir, and each of them, its or his true and lawful
attorneys-in-fact and agents, for it or him and in its or his name, place and
stead, in any and all capacities, (unless revoked in writing), to sign any and
all amendments to this registration statement (including post-effective
amendments thereto, and other documents in connection therewith), to sign a
registration statement filed with the Securities and Exchange Commission
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended, and any and all amendments thereto, and to file each such
registration statement or amendment, with all exhibits thereto, with the
Securities and Exchange Commission, and hereby grants to such 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, as fully and
to all intents and purposes as it or he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
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<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 THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF GEORGIA, ON THE 14TH DAY OF
OCTOBER, 1997.
Homestead Village Incorporated
/s/ Michael D. Cryan
By: _________________________________
MICHAEL D. CRYAN
Co-Chairman and Chief Operating
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Michael D. Cryan Co-Chairman, Chief October 14,
- ------------------------------------- Operating Officer 1997
MICHAEL D. CRYAN and Director
/s/ David C. Dressler, Jr. Co-Chairman, October 14,
- ------------------------------------- President, Chief 1997
DAVID C. DRESSLER, JR. Investment Officer
and Director
/s/ Robert C. Aldworth Senior Vice October 14,
- ------------------------------------- President and Chief 1997
ROBERT C. ALDWORTH Financial Officer
(Principal
Financial Officer)
/s/ Robert E. Clark Vice President and October 14,
- ------------------------------------- Controller 1997
ROBERT E. CLARK (Principal
Accounting Officer)
/s/ John P. Frazee, Jr. Director October 14,
- ------------------------------------- 1997
JOHN P. FRAZEE, JR.
/s/ Manuel A. Garcia III Director October 14,
- ------------------------------------- 1997
MANUEL A. GARCIA III
/s/ John C. Schweitzer Director October 14,
- ------------------------------------- 1997
JOHN C. SCHWEITZER
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
<C> <S>
1.1 Form of Underwriting Agreement for Common Stock (to be filed as an
exhibit to a Form 8-K in reference to the specific offering of Shares,
if any, to which it relates).
4.1 Restated Homestead charter (incorporated by reference to Exhibit 3.1
to Homestead's Form S-4 Registration Statement (File No. 333-4455, the
"Homestead S-4")).
4.2 Amended and Restated Bylaws of Homestead (incorporated by reference to
Exhibit 3.2 to the Homestead S-4).
4.3 Rights Agreement, dated as of May 16, 1996, between Homestead and The
First National Bank of Boston, as Rights Agent, including form of
rights certificate (incorporated by reference to Exhibit 4.2 to the
Homestead S-4).
4.4 Warrant Agreement, dated as of October 17, 1996, between Homestead and
The First National Bank of Boston, as Warrant Agent, including form of
warrant certificate (incorporated by reference to Exhibit 4.1 to
Homestead's Form 10-Q for the quarter ended September 30, 1996 (File
No. 1-12269, the "Homestead Form 10-Q")).
4.5 Amended and Restated Promissory Note by PTR Homestead Village
Incorporated in favor of Security Capital Pacific Trust ("PTR")
(incorporated by reference to Exhibit 4.3 to the Homestead Form 10-Q).
4.6 Amended and Restated Promissory Note by PTR Homestead Village Limited
Partnership in favor or PTR (incorporated by reference to Exhibit 4.4
to the Homestead Form 10-Q).
4.7 Additional Corporate Promissory Note by Atlantic Homestead Village
Incorporated in favor of Security Capital Atlantic Incorporated
("ATLANTIC") (incorporated by reference to Exhibit 4.5 to the
Homestead Form 10-Q).
4.8 Consolidated Amended and Restated Promissory Note by Atlantic
Homestead Village Limited Partnership in favor of ATLANTIC
(incorporated by reference to Exhibit 4.6 to the Homestead Form 10-Q).
4.9 Amended and Restated Promissory Note by Atlantic Homestead Village
Limited Partnership in favor of ATLANTIC (incorporated by reference to
Exhibit 4.7 to the Homestead Form 10-Q).
4.10 Form of stock certificate for shares of common stock of Homestead
(incorporated by reference to Exhibit 4.8 to the Homestead Form S-4).
5 Opinion of Mayer, Brown & Platt as to the validity of the Common Stock
being registered.
15.1 Letter of Ernst & Young LLP regarding unaudited interim financial
information.
23.1 Consent of Mayer, Brown & Platt (included in the opinion filed as
Exhibit 5 to this Registration Statement).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney pursuant to which amendments to this Registration
Statement may be filed (included on page II-4 of this Registration
Statement).
</TABLE>
II-6
<PAGE>
Exhibit 5
October 10, 1997
The Board of Directors
Homestead Village Incorporated
2100 RiverEdge Parkway
Atlanta, Georgia 30328
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Homestead Village Incorporated, a
Maryland corporation ("Homestead"), in connection with the registration of
up to $300,000,000 shares of common stock, par value $.01 per share (the
"Shares"), and the related Preferred Share Purchase Rights. The Shares may
be offered and sold by Homestead from time to time as set forth in the
prospectus (the "Prospectus") which forms a part of the Registration
Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act") and as may be set forth in one or more
supplements to the Prospectus (each, a "Prospectus Supplement").
Capitalized terms used but not defined herein shall have the respective
meanings assigned to them in the Registration Statement.
As counsel to Homestead, we have examined originals or copies
certified or otherwise identified to our satisfaction of Homestead's
Restated Charter, Homestead's Amended and Restated Bylaws, resolutions of
Homestead's Board of Directors and such other records, instruments,
certificates and documents and such questions of law as we considered
necessary or appropriate for the 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
all documents submitted to us as copies.
Based upon and subject to the foregoing and to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that
when the Registration Statement has become effective under the Securities
Act, and upon the completion of all appropriate proceedings relating to the
issuance of the Shares, the Shares and the due execution, countersignature
and delivery of certificates representing the Shares, the Shares, when paid
for and issued in accordance
<PAGE>
Homestead Village Incorporated
October 10, 1997
Page 2
with the resolutions of the Homestead Board of Directors authorizing their
issuance (and assuming that any shares of common stock, par value $.01 per
share, of Homestead issued between the date hereof and the date on which the
Shares are actually issued, not including any of the Shares, when aggregated
with all shares of common stock of Homestead issued as of the date hereof and
the Shares, will not exceed the total number of shares of common stock of
Homestead that Homestead is authorized to issue, will be duly authorized,
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Validity of
Shares."
Very truly yours,
MAYER, BROWN & PLATT
<PAGE>
Exhibit 15.1
October 9, 1997
Board of Directors and Shareholders
Homestead Village Incorporated
We are aware of the incorporation by reference in the Registration Statement
(Form S-3) and related Prospectus of Homestead Village Incorporated for the
registration of its common stock of our reports dated May 6, 1997 and July 28,
1997 relating to the unaudited condensed interim financial statements of
Homestead Village Incorporated that are included in its Form 10-Q for the
quarters ended March 31, 1997 and June 30, 1997.
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.
Ernst & Young LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Homestead Village
Incorporated for the registration of its common stock and to the incorporation
by reference therein of our report dated February 24, 1997, with respect to the
financial statements and schedule of Homestead Village Incorporated included in
its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with
the Securities and Exchange Commission.
Ernst & Young LLP
Dallas, Texas
October 9, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS'
The Board of Directors of
Homestead Village Incorporated:
We consent to the use of our report, incorporated by reference herein, dated
May 1, 1996, relating to the combined balance sheet of PTR-Homestead Village
Group (the predecessor to Homestead Village Incorporated) as of December 31,
1995, the related combined statements of operations, owners' equity and cash
flows for each of the years in the two-year period ended December 31, 1995
and, the related 1995 and 1994 information included in Schedule III, Real
Estate and Accumulated Depreciation, incorporated by reference herein, and to
the reference to our firm under the heading "Experts" in this Registration
Statement on Form S-3 and related Prospectus of Homestead Village
Incorporated.
KPMG Peat Marwick LLP
Chicago, Illinois
October 10, 1997
