As filed with the Securities and Exchange Commission on December 7, 1999
File No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
2100 RiverEdge Parkway 30328
ATLANTA, GEORGIA (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(770) 303-2200
HOMESTEAD VILLAGE INCORPORATED
1999 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Jeffrey A. Klopf
Secretary
2100 RiverEdge Parkway
Atlanta, Georgia 30328
(770) 303-2200
(Agent for Service)
-----------------------
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Offering Registration
be Registered Registered Per Share* Price* Fee
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Common Stock,
$.01 par value 6,000,000 Shares $2.28125 $13,687,500.00 $3,613.50
===============================================================================
* Estimated solely for the purpose of computing the registration fee
on the basis of the average of the high and low prices for the
Common Stock as reported on the New York Stock Exchange on December
6, 1999.
===============================================================================
<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 (File No. 1-12269) are incorporated by
reference herein and shall be deemed to be a part hereof:
(a) Annual Report on Form 10-K for the year ended December 31, 1998,
as amended;
(b) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999;
(c) Current Reports on Form 8-K filed March 9, 1999, April
14, 1999, May 3, 1999, May 4, 1999, May 17, 1999 and
October 12, 1999 (as amended); and
(d) The description of Common Stock, $.01 par value per
share, and the related Preferred Share Purchase Rights
included in the Company's Registration Statement on Form
8-A filed with the Commission on October 7, 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
<PAGE>
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, shall indemnify and,
without requiring a preliminary determination of the ultimate
entitlement to indemnification, 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, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of
<PAGE>
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>
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 C. Ronald Blankenship, David C. Dressler, Jr., Bryan J.
Flanagan, Jeffrey A. Klopf and Mark W. Pearson, 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.
<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-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 the
7th day of December, 1999.
HOMESTEAD VILLAGE INCORPORATED
By /s/ David C. Dressler, Jr.
-----------------------------
David C. Dressler, Jr.
President
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/ C. Ronald Blankenship Interim Chairman, Chief December 7, 1999
-------------------------- Executive Officer and Director
C. Ronald Blankenship
/s/ David C. Dressler, Jr. President and Director December 7, 1999
--------------------------
David C. Dressler, Jr.
/s/ Bryan J. Flanagan Senior Vice President and December 7, 1999
--------------------------- Chief Accounting Officer
Bryan J. Flanagan (Principal) Financial and
Accounting Officer)
/s/ John P. Frazee, Jr. Director December 7, 1999
---------------------------
John P. Frazee, Jr.
/s/ Manuel A. Garcia III Director December 7, 1999
---------------------------
Manuel A. Garcia III
/s/ John C. Schweitzer Director December 7, 1999
---------------------------
John C. Schweitzer
/s/ Eugene B. Vesell Director December 7, 1999
---------------------------
Eugene B. Vesell
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- -------- --------------------
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 Form of stock certificate for shares of common stock of Homestead
(incorporated by reference to Exhibit 4.8 to the Homestead Form S-4).
4.5 Homestead Village Incorporated 1999 Long-Term Incentive Plan
(incorporated by reference to Exhibit A to Homestead's Proxy
Statement for its 1999 Annual Meeting of Shareholders).
5 Opinion of Mayer, Brown & Platt as to the validity of the Common
Stock being registered.
15.1 Letter of Arthur Andersen 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 Arthur Andersen LLP.
23.3 Consent of Ernst & Young LLP.
24 Power of Attorney pursuant to which amendments to this Registration
Statement may be filed (included on page II-5 of this Registration
Statement).
[MAYER, BROWN & PLATT LETTERHEAD]
December 7, 1999
Exhibit 5
Homestead Village Incorporated
2100 RiverEdge Parkway
Atlanta, Georgia 30328
Re: Registration Statement on Form S-8
1999 Long-Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Homestead Village Incorporated, a
Maryland corporation ("Homestead" or the "Company"), in connection with the
proceedings (the "Company Proceedings") taken and to be taken relating to
the registration by the Company of an aggregate of 6,000,000 shares of
Homestead common stock, $.01 par value per share (the "Shares"), with the
Securities and Exchange Commission (the "SEC") in connection with the
Company's 1999 Long-Term Incentive Plan (the "Plan"). We have also
participated in the preparation and filing with the SEC under the
Securities Act of 1933, as amended, of a registration statement on Form S-8
(the "Registration Statement") relating to the Shares.
As counsel to Homestead, we have examined originals or copies
certified to our satisfaction of the Company's Restated Charter and Amended
and Restated Bylaws, resolution of the Board of Directors and such other
Company records, instruments, certificates and documents and such questions
of law as we considered necessary or appropriate to enable us to express
this opinion. As to certain facts material to our opinion, we have relied,
to the extent we deem such reliance proper, upon certificates of public
officials and officers of Homestead. In rendering this opinion, we have
assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to authentic
original documents of photostatic copies.
Based upon and subject to the foregoing and to the assumptions,
limitations and conditions set forth herein, we are of the opinion that,
upon completion of the Company Proceedings, the Shares will have been
validly issued and delivered in accordance with the Company Proceedings and
the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
MAYER, BROWN & PLATT
Exhibit 15.1
To Homestead Village Incorporated:
We are aware that Homestead Village Incorporated and subsidiaries has
incorporated by reference in the Registration Statement (Form S-8)
pertaining to the Homestead Village Incorporated 1999 Long-Term Savings
Plan its Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and
September 30, 1999 which include our reports dated April 23, 1999, July 22,
1999 and October 28, 1999, respectively, covering the unaudited interim
financial information contained therein. Pursuant to Regulation C of the
Securities Act of 1933 (the "Act"), that report is not considered a part of
the Registration Statement prepared or certified by our firm or a report
prepared or certified by our firm within the meaning of Sections 7 and 11
of the Act.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
December 3, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated February 4,
1999 included in the Annual Report of Homestead Village Incorporated on
Form 10-K for the year ended December 31, 1998, and to all references to
our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
December 3, 1999
Exhibit 23.3
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Homestead Village Incorporated 1999 Long-Term
Incentive Plan of our report dated February 24, 1997, with respect to the
statements of operations, shareholders' equity and cash flows of Homestead
Village Incorporated for the year ended December 31, 1996 included in its
Annual Report (Form 10-K) for the year ended December 31, 1998, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
December 3, 1999
