As filed with the Securities and Exchange Commission on June 30, 1998
Registration No.333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
--------------------
CLARION COMMERCIAL HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Maryland 13-398895
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
335 Madison Avenue
New York, New York 10017
(Address of Principal Executive Offices)
CLARION COMMERCIAL HOLDINGS, INC.
1998 STOCK INCENTIVE PLAN
(Full title of the plans)
--------------------
Daniel Heflin
335 Madison Avenue
New York, New York 10017
(Name and address of agent for service)
(212) 883-2500
(Telephone number, including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share(1) Offering Price(1) Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A common stock, 590,900 $16.156 $9,546,581 $2,893
par value $.001 per share
==================================================================================================
</TABLE>
(1) The price shown is the average of the high and low prices of the Common
Stock on the New York Stock Exchange on June 24, 1998, in accordance with
Rules 457(c), 457(f)(1) and 457(h)(1) under the Securities Act of 1933, as
amended, and is being utilized solely for the purpose of calculating the
registration fee.
================================================================================
Exhibit Index is located on Page 8
<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- --------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), and the "Note" to Part I of Form S-8.
<PAGE>
2
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement:
(a) the prospectus included in the Registrant's Registration
Statement on Form S-11, as amended (File No. 333-52817);
(b) the description of the Registrant's common stock, par
value $.001 per share, contained in the Registrant's Registration
Statement on Form 8-A (File No. 13-398895) for registration of such
common stock under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and
(c) current reports of the Registrant on Form 8-K dated June
18, 1998 and June 11, 1998 (File No. 1-14169).
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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 by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 2-418 of the Corporations and Associations Article of the
Annotated Code of Maryland (the "Maryland General Corporation Law") provides
that a Maryland corporation may indemnify any director (and any person who,
while a director of the corporation, is or was serving at the request of the
corporation as director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
<PAGE>
3
venture, trust, or other enterprise or employee benefit plan), who is made a
party to any proceeding by reason of service in that capacity unless it is
established that (i) the act or omission of the director was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty; (ii) the director actually received
an improper personal benefit in money, property or services; or (iii) in the
case of any criminal proceeding, the director had reasonable cause to believe
that the act or omission was unlawful. Indemnification may be against judgments,
penalties, fines, settlements, and reasonable expenses actually incurred by the
director in connection with the proceeding, but if the proceeding was one by or
in the right of the corporation, indemnification may not be made in respect of
any proceedings in which the director shall have been adjudged to be liable to
the corporation. Such indemnification may not be made unless authorized for a
specific proceeding after a determination has been made, in the manner
prescribed by the law, that indemnification is permissible in the circumstances
because the director has met the applicable standard of conduct. On the other
hand, the director must be indemnified for expenses if he has been successful in
the defense of the proceeding or as otherwise ordered by a court. The law also
prescribes the circumstances under which the corporation may advance expenses
to, or obtain insurance or similar protection for, directors.
The law also provides for comparable indemnification for
corporate officers and agents.
The Registrant's Charter provides that its directors and officers
shall, and its agents in the discretion of the Board of Directors may, be
indemnified to the fullest extent required or permitted from time to time by the
laws of Maryland.
The Maryland General Corporation Law permits the charter of a
Maryland corporation to include a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except to the extent that (i) it is proved that the person actually received an
improper benefit or profit in money, property or services for the amount of the
benefit or profit in money, property or services actually received, or (ii) a
judgment or other final adjudication is entered in a proceeding based on a
finding that the person's action, or failure to act, was the result of active
and deliberate dishonesty and was material to the cause of action adjudicated in
the proceeding. The Registrant's Charter contains a provision providing for
elimination of the liability of its directors and officers to the Registrant or
its stockholders for money damages to the maximum extent permitted by Maryland
law from time to time.
Policies of insurance may be obtained and maintained by the
Company under which its directors and officers, will be insured, within the
limits and subject to the limitations of the policies, against certain expenses
in connection with the defense of, and certain
<PAGE>
4
liabilities which might be imposed as a result of, actions, suits or proceedings
to which they are parties by reason of being or having been such directors or
officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
3.1 Amended and Restated Charter (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on
Form S-11 (File No. 333-47887))
3.2 By-laws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-11 (File No. 333-47887))
4.1 Clarion Commercial Holdings, Inc. 1998 Stock Incentive
Plan
5.1 Opinion of Shulman, Rogers, Gandal, Pordy & Ecker, P.A. as
to the legality of common stock being registered
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
23.2 Consent of Shulman, Rogers, Gandal, Pordy & Ecker, P.A.
(included in Exhibit 5.1)
24 Powers of Attorney (included on signature page)
Item 9. Undertakings.
(a) 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 and 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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
<PAGE>
5
(b) The undersigned Registrant hereby further undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 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) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 and will be governed by the final adjudication of such issue.
<PAGE>
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 29 day of
June, 1998.
CLARION COMMERCIAL HOLDINGS, INC.
By: /s/ Daniel Heflin
---------------------------------------------
Name: Daniel Heflin
Title: Chief Executive Officer and President
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby constitutes
and appoints Daniel Helfin his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) and supplements to this Registration Statement and
any and all related registration statements necessary to register additional
securities, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
<PAGE>
7
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in their indicated capacities on June 29, 1998.
Signature Title
--------- -----
/s/ Daniel Heflin
----------------------------------------- Chief Executive Officer,
Daniel Heflin President and Director
/s/ Frank L. Sullivan, Jr.
----------------------------------------- Executive Vice President and
Frank L. Sullivan, Jr. Chairman of the Board
/s/ William Powell
----------------------------------------- Vice President, Chief Financial
William Powell Officer, and Treasurer
/s/ Joanne Vitale
----------------------------------------- Vice President and Secretary
Joanne Vitale
/s/ Stephen C. Asheroff
----------------------------------------- Director
Stephen C. Asheroff
/s/ Stephen C. Asheroff
----------------------------------------- Director
Steven N. Fayne
/s/ Harold E. Rosen
----------------------------------------- Director
Harold E. Rosen
<PAGE>
8
Exhibit Index
Exhibit No. Description of Document
3.1 Amended and Restated Charter (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form
S-11 (File No. 333-47887))
3.2 By-laws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form
S-11 (File No. 333-47887))
4.1 Clarion Commercial Holdings, Inc. 1998 Stock Incentive Plan
5.1 Opinion of Shulman, Rogers, Gandal, Pordy & Ecker, P.A. as to
the legality of common stock being registered
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
23.2 Consent of Shulman, Rogers, Gandal, Pordy & Ecker, P.A.
(included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
EXHIBIT 4.1
<PAGE>
CLARION COMMERCIAL HOLDINGS, INC.
1998 STOCK INCENTIVE PLAN
<PAGE>
CLARION COMMERCIAL HOLDINGS, INC.
1998 STOCK INCENTIVE PLAN
1. Purposes
The purposes of the Plan are to (a) promote the long-term success
of the Company and to increase stockholder value by providing Eligible
Individuals, with incentives to contribute to the long-term growth and
profitability of the Company; (b) reward Eligible Individuals for contributing
to the success of the Company; and (c) assist the Company in attracting,
retaining and motivating highly qualified individuals. The Plan permits the
Committee to make Awards which constitute "qualified performance-based
compensation" for purposes of Section 162(m) of the Code.
2. Definitions and Rules of Construction
(a) Definitions. For purposes of the Plan, the following
capitalized terms shall have the meanings set forth below:
"Administrator" means the individual or individuals to whom the
Committee delegates authority under the Plan in accordance with Section
3(d).
"Award" means an award made pursuant to the terms of the Plan to
an Eligible Individual in the form of Stock Options, Stock Appreciation
Rights, Deferred Stock Awards, Stock Awards, Restricted Stock,
Performance Units, Dividend Equivalents or Other Awards.
"Award Document" means a written document approved in accordance
with Section 3 which sets forth the terms and conditions of the Award to
the Participant. An Award Document may be in the form of (i) an
agreement between the Company which is executed by an officer on behalf
of the Company and is signed by a Participant or (ii) a certificate
issued by the Company which is executed by an officer on behalf of the
Company but does not require the signature of a Participant.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended, and
the applicable rulings and regulations promulgated thereunder.
"Committee" means the Compensation Committee of the Board, any
successor committee thereto or any other committee appointed from time
to time by the Board to administer the Plan.
"Common Stock" means the common stock, par value $.001 per share,
of the Company.
<PAGE>
2
"Company" means Clarion Commercial Holdings, Inc., a Maryland
corporation.
"Consultant" means any person, including an advisor, engaged by
the Company to render services and who is compensated for such services;
provided, however, that the term Consultant shall not include a
non-employee director of the Board.
"Deferred Stock Award" means a right to receive a specified
number of shares of Common Stock upon the expiration of a deferral
period pursuant to Section 13 of the Plan.
"Director" means a member of the Board (or a member of the Board
of Directors of the Manager who performs services for the Company) who
is not an employee of the Company or a Subsidiary.
"Dividend Equivalents" means a right to receive cash, Common
Stock or an Award equal in value to the dividends paid in respect of a
specified number of shares of Common Stock pursuant to Section 14 of the
Plan.
"Eligible Individuals" means the individuals described in Section
6 who are eligible for Awards under the Plan.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the applicable rulings and regulations thereunder.
"Fair Market Value" means, with respect to a share of Common
Stock, the fair market value thereof as of the relevant date of
determination, as determined in accordance with a valuation methodology
approved by the Committee. In the absence of any alternative valuation
methodology approved by the Committee, the Fair Market Value of a share
of Common Stock shall equal the average of the highest and the lowest
quoted selling price of a share of Common Stock as reported on the New
York Stock Exchange, or such other national securities exchange as may
be designated by the Committee.
"Incentive Stock Option" means a Stock Option which is an
"incentive stock option" within the meaning of Section 422 of the Code
and designated by the Committee as an Incentive Stock Option in an Award
Document.
"Manager" means Clarion Partners, LLC and Clarion Capital, LLC
and their affiliates.
"Nonqualified Stock Option" means a Stock Option which is not an
Incentive Stock Option.
<PAGE>
3
"Other Award" means any other form of award authorized under
Section 15 of the Plan.
"Participant" means an Eligible Individual to whom an Award has
been granted under the Plan.
"Performance Unit" means a performance unit granted to an
Eligible Individual pursuant to Section 12 hereof which is subject to
the satisfaction of certain performance criteria as the Committee shall
determine.
"Plan" means this Clarion Commercial Holdings, Inc. 1998 Stock
Incentive Plan, as described herein.
"Restricted Stock" means Common Stock granted to an Eligible
Individual pursuant to Section 11 hereof which is subject to transfer
restrictions and risk of forfeiture as the Committee shall determine at
the time of grant.
"Restoration Option" means a Stock Option that is awarded upon
the exercise of a Stock Option earlier awarded under the Plan (an
"Underlying Option") for which the exercise price is paid in whole or in
part by tendering shares of Common Stock previously owned by the
Participant, where such Restoration Option (i) covers a number of shares
of Common Stock no greater than the number of previously owned shares
tendered in payment of the exercise price of the Underlying Option plus
the number of shares withheld to pay taxes arising upon such exercise,
(ii) the expiration date of the Restoration Option is no later than the
expiration date of the Underlying Option and (iii) the exercise price
per share of the Restoration Option is no less than the Fair Market
Value per share of Common Stock on the date of exercise of the
Underlying Option.
"Stock Appreciation Right" means a right to receive all or some
portion of the appreciation on shares of Common Stock granted to an
Eligible Individual pursuant to Section 9 hereof.
"Stock Award" means a share of Common Stock granted to an
Eligible Individual for no consideration other than the provision of
services or offer for sale to an Eligible Employee at a purchase price
determined by the Committee, in either case pursuant to Section 10
hereof.
"Stock Option" means an Award to purchase shares of Common Stock
granted to an Eligible Individual pursuant to Section 8 hereof, which
Award may be either an Incentive Stock Option or a Nonqualified Stock
Option.
"Subsidiary" means (i) a corporation or other entity with respect
to which the Company, directly or indirectly, has the power, whether
through the ownership of voting
<PAGE>
4
securities, by contract or otherwise, to elect at least a majority of
the members of such corporation's board of directors or analogous
governing body, or (ii) any other corporation or other entity in which
the Company, directly or indirectly, has an equity or similar interest
and which the Committee designates as a Subsidiary for purposes of the
Plan. For purposes of determining eligibility for the grant of Incentive
Stock Options, the term Subsidiary shall be defined in the manner
required by Section 424(f) of the Code.
"Substitute Award" means an Award granted upon assumption of, or
in substitution for, outstanding awards previously granted by a company
or other entity in connection with a corporate transaction, such as a
merger, combination, consolidation or acquisition of property or stock.
(b) Rules of Construction. The masculine pronoun shall be deemed
to include the feminine pronoun and the singular form of a word shall be deemed
to include the plural form, unless the context requires otherwise. Unless the
text indicates otherwise, references to sections are to sections of the Plan.
3. Administration of the Plan
(a) Power and Authority of the Committee. The Plan shall be
administered by the Committee, which shall have full power and authority,
subject to the express provisions hereof:
(i) to select Participants from the Eligible Individuals;
(ii) to make Awards in accordance with the Plan;
(iii) to determine the number of shares of Common Stock subject
to each Award or the cash amount payable in connection with an Award;
(iv) to determine the terms and conditions of each Award,
including, without limitation, those related to vesting, forfeiture,
payment and exercisability, and the effect, if any, of a Participant's
termination of employment with the Company or such Participant's
termination of service for the Company, and including the authority to
amend the terms and conditions of an Award after the granting thereof to
a Participant in a manner that is not, without the consent of the
Participant, prejudicial to the rights of such Participant in such
Award;
(v) to specify and approve the provisions of the Award Documents
delivered to Participants in connection with their Awards;
(vi) to construe and interpret any Award Document delivered under
the Plan;
<PAGE>
5
(vii) to prescribe, amend and rescind rules and procedures
relating to the Plan;
(viii) subject to the provisions of the Plan and subject to such
additional limitations and restrictions as the Committee may impose, to
delegate to one or more officers of the Company some or all of its
authority under the Plan;
(ix) to employ such legal counsel, independent auditors and
consultants as it deems desirable for the administration of the Plan;
(x) to make all factual determinations in connection with the
administration or interpretation of the Plan or any Award Document; and
(xi) to make all other determinations and to formulate such
procedures as may be necessary or advisable for the administration of
the Plan.
Notwithstanding the foregoing, prior to the consummation of the
Company's initial public offering of the Common Stock, the Plan shall be
administered by the Board. During such time as the Plan is administered by the
Board, all references in the Plan to the Committee shall be deemed to refer to
the Board.
(b) Plan Construction and Interpretation. The Committee shall
have full power and authority, subject to the express provisions hereof, to
construe and interpret the Plan.
(c) Determinations of Committee Final and Binding. All
determinations by the Committee in carrying out and administering the Plan and
in construing and interpreting the Plan shall be final, binding and conclusive
for all purposes and upon all persons interested herein.
(d) Delegation of Authority. The Committee may, but need not,
from time to time delegate some or all of its authority under the Plan to an
Administrator consisting of one or more members of the Committee or of one or
more officers of the Company; provided, however, that the Committee may not
delegate its authority (i) to make Awards to individuals who are subject to
Section 16 of the Exchange Act, (ii) to make Awards under Sections 8, 9 and 12
which are intended to constitute "qualified performance-based compensation"
under Section 162(m) of the Code or (iii) to amend or terminate the Plan in
accordance with Section 19. Any delegation hereunder shall be subject to the
restrictions and limits that the Committee specifies at the time of such
delegation or thereafter. Nothing in the Plan shall be construed as obligating
the Committee to delegate authority to an Administrator, and the Committee may
at any time rescind the authority delegated to an Administrator appointed
hereunder or appoint a new Administrator. At all times, the Administrator
appointed under this Section 3(d) shall serve in such capacity at the pleasure
of the Committee. Any action undertaken by the Administrator in accordance with
the Committee's delegation of authority shall have the same force and effect as
if undertaken directly by the Committee, and any reference in the Plan to the
Committee shall, to the extent
<PAGE>
6
consistent with the terms and limitations of such delegation, be deemed to
include a reference to the Administrator.
(e) Termination of Employment and Change in Control. The
Committee shall also have full authority to determine and specify in the
applicable Award Document the effect, if any, that a Participant's termination
of employment for any reason will have on the vesting, exercisability, payment
or lapse of restrictions applicable to an Award. The date of a Participant's
termination of employment for any reason shall be determined in the sole
discretion of the Committee. Similarly, the Committee shall have full authority
to determine the effect, if any, of a change in control of the Company on the
vesting, exercisability, payment or lapse of restrictions applicable to an
Award, which effect may be specified in the applicable Award Document or
determined at a subsequent time.
(f) Liability of Committee. No member of the Committee shall be
liable for any action nor determination made in good faith, and the members of
the Committee shall be entitled to indemnification and reimbursement in the
manner provided in the Company's certificate of incorporation as it may be
amended from time to time. In the performance of its responsibilities with
respect to the Plan, the Committee shall be entitled to rely in good faith upon
information and advice furnished by the Company's officers, the Company's
accountants, the Company's counsel and any other party the Committee deems
necessary, and no member of the Committee shall be liable for any action taken
or not taken in reliance upon any such advice.
(g) Action by the Board. Anything in the Plan to the contrary
notwithstanding, any authority or responsibility which, under the terms of the
Plan, may be exercised by the Committee may alternatively be exercised by the
Board.
4. Effective Date and Term
The Plan shall become effective upon its adoption by the Board
subject to its approval by the stockholders of the Company. Prior to such
stockholder approval, the Committee may grant Awards conditioned on stockholder
approval. If such stockholder approval is not obtained at or before the first
annual meeting of stockholders to occur after the adoption of the Plan by the
Board (including any adjournment or adjournments thereof), the Plan and any
Awards made thereunder shall terminate ab initio and be of no further force and
effect. In no event shall any Awards be made under the Plan after the fifth
anniversary of the date of stockholder approval.
5. Shares of Common Stock Subject to the Plan
(a) General. Subject to adjustment as provided in Section 18(b)
hereof, the number of shares of Common Stock that may be subject to Awards under
the Plan (the "Plan Limit") shall not exceed, in the aggregate, 590,900 shares
of Common Stock (679,535 shares if the underwriter's over-allotment option is
exercised in full in connection with the initial public
<PAGE>
7
offering of the Common Stock). Shares issued under this Plan may be either
authorized but unissued shares, treasury shares or any combination thereof.
(b) Rules Applicable to Determining Shares Available for
Issuance. For purposes of determining the number of shares of Common Stock that
remain available for issuance, the following shares shall be added back to the
Plan Limit and again be available for Awards:
(i) The number of shares tendered to pay the exercise price of a
Stock Option or other Award; and
(ii) The number of shares withheld from any Award to satisfy a
Participant's tax withholding obligations or, if applicable, to pay the
exercise price of a Stock Option or other Award.
In addition, any shares issued underlying Substitute Awards shall
not be counted against the Plan Limit and shall not be subject to Section 5(d)
below.
(c) Reserve. In administering the Plan, the Committee may
establish reserves against the Plan Limit for amounts payable in settlement of
Awards. The Committee may also promulgate additional rules and procedures for
calculating the portion of the Plan Limit available for Awards.
(d) Special Limits. Anything to the contrary in Section 5(a)
above notwithstanding, but subject to Section 18(b) below, the following special
limits shall apply to shares of Common Stock available for Awards under the
Plan:
(i) The maximum number of shares of Common Stock that may be
subject to Stock Options or free-standing Stock Appreciation Rights
granted to any Eligible Individual in any fiscal year of the Company
shall equal 300,000 shares plus any shares which were available under
this Section 5(d)(i) for Awards of Stock Options or free-standing Stock
Appreciation Rights to such Eligible Individual in any prior fiscal year
but which were not covered by such Awards.
(ii) In no event will the number of shares of Common Stock issued
in connection with this Plan for Incentive Stock Options exceed 300,000
shares.
6. Eligible Individuals
Awards may be granted in the sole discretion of the Committee to
Eligible Individuals who are (i) Directors (including a member of the Board of
Directors of the Manager who performs services for the Company), (ii)
Consultants and (iii) employees of the Company, a Subsidiary or the Manager. The
parties to whom Awards are granted under this Plan, and the
<PAGE>
8
number of shares subject to each such Award, shall be determined by the
Committee in its sole discretion, subject, however, to the terms and conditions
of this Plan. An individual's status as an Administrator will not, by itself,
affect his or her eligibility to participate in the Plan.
7. Awards in General
(a) Types of Award and Award Document. Awards under the Plan may
consist of Stock Options, Stock Appreciation Rights, Stock Awards, Deferred
Stock Awards, Restricted Stock, Performance Units, Dividend Equivalents or Other
Awards. Any Award described in Sections 8 through 15 of the Plan may be granted
singly or in combination or in tandem with any other Award, as the Committee may
determine. Awards may be made in combination with, in replacement of, or as
alternatives to grants of rights under any other employee compensation plan of
the Company, including the plan of any acquired entity, or may be granted in
satisfaction of the Company's obligations under any such plan.
(b) Terms Set Forth in Award Document. The terms and provisions
of an Award shall be set forth in a written Award Document approved by the
Committee and delivered or made available to the Participant as soon as
administratively practicable following the date of such Award. The vesting,
exercisability, payment and other restrictions applicable to an Award (which may
include, without limitation, restrictions on transferability or provision for
mandatory resale to the Company) shall be determined by the Committee and set
forth in the applicable Award Document. Notwithstanding the foregoing, the
Committee may accelerate (i) the vesting or payment of any Award, (ii) the lapse
of restrictions on any Award or (iii) the date on which any Stock Option, Stock
Appreciation Right or Other Award first becomes exercisable.
(c) Dividends and Dividend Equivalents. The Committee may provide
Participants with the right to receive dividends or payments equivalent to
dividends or interest with respect to outstanding Awards, which payments can
either be paid currently or deemed to have been reinvested in shares of Common
Stock, and can be made in Common Stock, cash or a combination thereof, as the
Committee shall determine.
8. Stock Options
(a) Terms of Stock Options Generally. The Committee is authorized
to grant Stock Options to Eligible Individuals. A Stock Option shall entitle the
Participant to whom the Stock Option was granted to purchase a specified number
of shares of Common Stock during a specified period at a price that is
determined in accordance with Section 8(b) below. Stock Options may be either
Nonqualified Stock Options or Incentive Stock Options as determined by the
Committee and as set forth in the applicable Award Document. The Committee will
fix the vesting and exercisability conditions applicable to a Stock Option.
(b) Exercise Price. The exercise price per share of Common Stock
purchasable under a Stock Option shall be fixed by the Committee at the time of
grant or,
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9
alternatively, shall be determined by a method specified by the Committee at the
time of grant; provided, however, that the exercise price per share shall be no
less than 100% of the Fair Market Value per share on the date of grant (or if
the exercise price is not fixed on the date of grant, then on such date as the
exercise price is fixed); and provided further that, except as provided in
Section 18(b) below, the exercise price per share of Common Stock applicable to
a Stock Option may not be adjusted or amended, including by means of amendment,
cancellation or the replacement of such Stock Option with a subsequently awarded
Stock Option. Notwithstanding the foregoing, the exercise price per share of a
Stock Option that is a Substitute Award may be less than the Fair Market Value
per share on the date of award, as determined by the Committee.
(c) Option Term. The term of each Stock Option shall be fixed by
the Committee and shall not exceed ten years from the date of grant.
(d) Incentive Stock Options. Each Stock Option granted pursuant
to the Plan shall be designated at the time of grant as either an Incentive
Stock Option or as a Nonqualified Stock Option. No Incentive Stock Option may be
issued pursuant to the Plan to any individual who, at the time the Stock Option
is granted, owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any of its Subsidiaries, unless
(A) the exercise price determined as of the date of grant is at least 110% of
the Fair Market Value on the date of grant of the shares of Common Stock subject
to such Stock Option, and (B) the Incentive Stock Option is not exercisable more
than five years from the date of grant thereof. No Incentive Stock Option may be
granted under the Plan after the fifth anniversary of the Effective Date.
(e) Method of Exercise. Subject to the provisions of the
applicable Award Document, the exercise price of a Stock Option may be paid in
cash or previously owned shares or a combination thereof and, if the applicable
Award Document so provides, in whole or in part through the withholding of
shares subject to the Stock Option with a value equal to the exercise price. In
accordance with the rules and procedures established by the Committee for this
purpose, the Stock Option may also be exercised through a "cashless exercise"
procedure approved by the Committee involving a broker or dealer approved by the
Committee, that affords Participants the opportunity to sell immediately some or
all of the shares underlying the exercised portion of the Stock Option in order
to generate sufficient cash to pay the Stock Option exercise price and/or to
satisfy withholding tax obligations related to the Stock Option.
9. Stock Appreciation Rights
(a) General. The Committee is authorized to grant Stock
Appreciation Rights to Eligible Individuals. A Stock Appreciation Right shall
entitle a Participant to receive, upon satisfaction of the conditions to the
payment specified in the applicable Award Document, (i) an amount in cash equal
to the excess, if any, of the Fair Market Value on the exercise date of the
number of shares of Common Stock for which the Stock Appreciation Right is
exercised, over the Fair Market Value of such number of shares on the date of
grant (or, in the case of a Stock
<PAGE>
10
Appreciation Right granted in tandem with a Stock Option, the aggregate exercise
price which the Participant would otherwise have been required to pay under the
terms of the Stock Option in order to purchase such shares), (ii) a number of
shares of Common Stock having an aggregate Fair Market Value, as of the date of
exercise, equal to the amount determined as in the preceding clause (i), or
(iii) a combination of cash and shares having an aggregate value equal to the
amount determined as in the preceding clause (i). The exercise price per share
of Common Stock covered by a Stock Appreciation Right shall be fixed by the
Committee at the time of grant or, alternatively, shall be determined by a
method specified by the Committee at the time of grant; provided, however, that,
except as provided in Section 9(b) below, the exercise price per share shall be
no less than 100% of the Fair Market Value per share on the date of grant (or if
the exercise price is not fixed on the date of grant, then on such date as the
exercise price is fixed); and provided further, that, except as provided in
Section 18(b) below, the exercise price per share of Common Stock subject to a
Stock Appreciation Right may not be adjusted or amended, including by means of
amendment, cancellation or the replacement of such Stock Appreciation Right with
a subsequently awarded Stock Appreciation Right. A Stock Appreciation Right may
be granted alone or in addition to other Awards, or in tandem with a Stock
Option.
(b) Stock Appreciation Rights in Tandem with Stock Options. A
Stock Appreciation Right granted in tandem with a Stock Option may be granted
either at the same time as such Stock Option or subsequent thereto. If granted
in tandem with a Stock Option, a Stock Appreciation Right shall cover the same
number of shares of Common Stock as covered by the Stock Option (or such lesser
number of shares as the Committee may determine) and shall be exercisable only
at such time or times and to the extent the related Stock Option shall be
exercisable, and shall have the same term and exercise price as the related
Stock Option (which, in the case of a Stock Appreciation Right granted after the
grant of the related Stock Option, may be less than the Fair Market Value per
share on the date of grant of the tandem Stock Appreciation Right). Upon
exercise of a Stock Appreciation Right granted in tandem with a Stock Option,
the related Stock Option shall be canceled automatically to the extent of the
number of shares covered by such exercise; conversely, if the related Stock
Option is exercised as to some or all of the shares covered by the tandem grant,
the tandem Stock Appreciation Right shall be canceled automatically to the
extent of the number of shares covered by the Stock Option exercise.
10. Stock Awards
(a) General. The Committee is authorized to grant shares of
Common Stock to an Eligible Individual. A Stock Award shall consist of one or
more shares of Common Stock granted to a Participant for no consideration other
than the provision of services (or, if required by applicable law in the
reasonable judgment of the Company, for payment of the par value of such
shares). Stock Awards shall be subject to such restrictions (if any) on transfer
or other incidents of ownership for such periods of time, and shall be subject
to such conditions of vesting, as the Committee may determine and as shall be
set forth in the applicable Award Document.
<PAGE>
11
(b) Distributions. Any shares of Common Stock or other securities
of the Company received by a Participant to whom a Stock Award has been granted
as a result of a stock distribution to holders of Common Stock or as a stock
dividend on Common Stock shall be subject to the same terms, conditions and
restrictions as such Stock Award.
11. Restricted Stock
(a) General The Committee is authorized to grant Restricted Stock
to Eligible Individuals. An Award of Restricted Stock shall consist of a grant
of one or more shares of Common Stock to a Participant for no consideration
other than the provision of services or may be offered for sale to a Participant
at a purchase price determined by the Committee, subject to the terms and
conditions established by the Committee in connection with the Award and as set
forth in the applicable Award Document. Such shares of Common Stock shall be
subject to such restrictions on transfer or other incidents of ownership for
such periods of time, and shall be subject to such conditions of vesting, as the
Committee may determine and as shall be set forth in the Award Document relating
to such stock. If shares of Common Stock are offered for sale under the Plan,
the purchase price shall be payable in cash, or, in the sole discretion of the
Committee and to the extent provided in any applicable Award Document, in shares
of Common Stock already owned by the Participant, for other consideration
acceptable to the Committee or in any combination of cash, shares of Common
Stock or such other consideration.
(b) Share Certificates; Rights and Privileges. At the time
Restricted Stock is granted or sold to a Participant, share certificates
representing the appropriate number of shares of Restricted Stock shall be
registered in the name of the Participant but shall be held by the Company in
custody for the account of such person. The certificates shall bear a legend
restricting their transferability as provided herein. Except for such
restrictions on transfer or other incidents of ownership as may be determined by
the Committee and set forth in the Award Document relating to an award or sale
of Restricted Stock, a Participant shall have the rights of a stockholder as to
such Restricted Stock, including the right to receive dividends and the right to
vote in accordance with the Company's certificate of incorporation.
(c) Distributions. Unless the Committee determines otherwise at
or after the time of grant, any shares of Common Stock or other securities of
the Company received by a Participant to whom Restricted Stock has been granted
or sold as a result of a stock distribution to holders of Common Stock or as a
stock dividend on Common Stock shall be subject to the same terms, conditions
and restrictions as such Restricted Stock.
12. Performance Units
The Committee is authorized to grant Performance Units to
Eligible Individuals. Performance Units may be granted as fixed or variable
share- or dollar-denominated units subject to such conditions of vesting and
time of payment as the Committee may determine and as shall be set forth in the
applicable Award Document relating to such Performance Units. Performance
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12
Units may be paid in Common Stock upon the satisfaction of the applicable
performance criteria as described in the Award Document, cash or a combination
of Common Stock and cash, as the Committee may determine.
13. Deferred Stock Awards
The Committee shall have the authority to grant to any Eligible
Individual a Deferred Stock Award, subject to the following terms and
conditions:
(i) The delivery of, and the issuance of certificates
representing, Common Stock issuable pursuant to a Deferred Stock Award
shall occur upon expiration of the deferral period specified by the
Committee (or, if permitted by the Committee, as elected by the Eligible
Individual); and
(ii) Deferred Stock Awards shall be subject to such restrictions
as the Committee may impose, which restrictions may lapse at the
expiration of the deferral period or at earlier specified times,
separately or in combination, in installments, or any combination
thereof, as the Committee may determine.
14. Dividend Equivalents
The Committee is authorized to grant a Participant Dividend
Equivalents in connection with an outstanding Award which entitle the
Participant to receive cash, Common Stock, Awards or other property equal in
value to the dividends paid in respect of a specified number of shares of Common
Stock. The Committee may provide that Dividend Equivalents will be paid or
distributed when accrued or will be deemed reinvested in additional shares of
Common Stock, Awards, or other investment vehicles as the Committee may specify.
Dividend Equivalents may be subject to the same terms and conditions as any
Award granted in connection therewith or to such other terms and conditions as
the Committee specifies in connection with the granting of the Dividend
Equivalents.
15. Other Awards
The Committee shall have the authority to specify the terms and
provisions of other forms of equity-based or equity-related Awards not in
Sections 8 through 14 which the Committee determines to be consistent with the
purpose of the Plan and the interests of the Company. Other Awards may provide
for cash payments based in whole or in part on the value or future value of
Common Stock, for the acquisition or future acquisition of Common Stock, or any
combination thereof. Other Awards shall also include cash payments (including
the cash payment of dividend equivalents) under the Plan which may be based on
one or more criteria determined by the Committee which are unrelated to the
value of Common Stock and which may be granted in tandem with, or independent
of, other Awards under the Plan.
<PAGE>
13
16. Vesting; Forfeiture; Termination of Employment and Change in Control
The Committee shall specify at or after the time of grant of an
Award the vesting, forfeiture and other conditions applicable to the Award and
the provisions governing the disposition of an Award in the event of a
Participant's termination of employment with the Manager, the Company or a
Subsidiary or such Participant's termination of service for the Manager, the
Company or a Subsidiary; provided, however, that the Committee may vary the
vesting, exercisability and settlement provisions of an Award relative to the
circumstances resulting in such termination of employment or service. The
Committee shall have the discretion to accelerate the vesting or exercisability
of, eliminate the restrictions and conditions applicable to, or extend the
post-termination exercise period of an outstanding Award. Similarly, the
Committee shall have full authority to determine the effect, if any, of a change
in control of the Company on the vesting, exercisability, payment or lapse of
restrictions applicable to an Award, which effect may be specified in the
applicable Award Document or determined at a subsequent time.
17. Certain Restrictions
Unless the Committee determines otherwise, no Award or amount
payable under the Plan shall be transferable by a Participant other than by will
or by the laws of descent and distribution or pursuant to a domestic relations
order; provided, however, that the Committee may, in its discretion and subject
to such terms and conditions as it shall specify, permit the transfer of an
Award (other than an Incentive Stock Option) for no consideration to a
Participant's family members or to one or more trusts or partnerships
established in whole or in part for the benefit of one or more of such family
members (collectively, "Permitted Transferees"). Any Award transferred to a
Permitted Transferee shall be further transferable only by will or the laws of
descent and distribution or, for no consideration, to another Permitted
Transferee of the Participant. The Committee may in its discretion permit
transfers of Awards other than those contemplated by this Section 17. During the
lifetime of the Participant, a Stock Option, Stock Appreciation Right or
similar-type Other Award shall be exercisable only by the Participant or by a
Permitted Transferee to whom such Stock Option, Stock Appreciation Right or
Other Award has been transferred.
18. Recapitalization or Reorganization
(a) Authority of the Company and Stockholders. The existence of
the Plan, the Award Documents and the Awards granted hereunder shall not affect
or restrict in any way the right or power of the Company or the stockholders of
the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company's capital structure or its
business, any merger or consolidation of the Company, any issue of stock or of
options, warrants or rights to purchase stock or of bonds, debentures, preferred
or prior preference stocks whose rights are superior to or affect the Common
Stock or the rights thereof or which are convertible into or exchangeable for
Common Stock, or the dissolution or liquidation of the
<PAGE>
14
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
(b) Change in Capitalization. Notwithstanding any provision of
the Plan or any Award Document, the number and kind of shares authorized for
issuance under Section 5(a) above, including the maximum number of shares
available under the special limits provided for in Section 5(d) above, may be
equitably adjusted in the sole discretion of the Committee in the event of a
stock split, stock dividend, recapitalization, reorganization, merger,
consolidation, extraordinary dividend, split-up, spin-off, combination, exchange
of shares, warrants or rights offering to purchase Common Stock at a price
substantially below Fair Market Value or other similar corporate event affecting
the Common Stock in order to preserve, but not increase, the benefits or
potential benefits intended to be made available under the Plan. In addition,
upon the occurrence of any of the foregoing events, the number of outstanding
Awards and the number and kind of shares subject to any outstanding Award and
the purchase price per share, if any, under any outstanding Award may be
equitably adjusted (including by payment of cash to a Participant) in the sole
discretion of the Committee in order to preserve the benefits or potential
benefits intended to be made available to Participants granted Awards. Such
adjustments shall be made by the Committee, whose determination as to what
adjustments shall be made, and the extent thereof, shall be final. Unless
otherwise determined by the Committee, such adjusted Awards shall be subject to
the same vesting schedule and restrictions to which the underlying Award is
subject.
19. Amendments; Termination
The Board or Committee may at any time and from time to time
alter, amend, suspend or terminate the Plan in whole or in part; provided,
however, that any amendment which under the requirements of any applicable law
or stock exchange rule must be approved by the stockholders of the Company shall
be subject to stockholder approval in compliance with such law or rule; and
provided further that, except as contemplated by Section 18(b) above, the Board
or Committee may not, without the approval of the Company's stockholders,
increase the maximum number of shares that may be issuable under the Plan, or
that may be subject to a Stock Option or Stock Appreciation Right granted to an
Eligible Individual, or reduce the exercise price of a Stock Option or Stock
Appreciation Right. No termination or amendment of the Plan may, without the
consent of the Participant to whom an Award has been granted, adversely affect
the rights of such Participant under such Award. Notwithstanding any provision
herein to the contrary, the Board or Committee shall have broad authority to
amend the Plan or any Award under the Plan to take into account changes in
applicable tax laws, securities laws, accounting rules and other applicable
state and federal laws.
20. Miscellaneous
(a) Tax Withholding. The Company may require any individual
entitled to receive a payment in respect of an Award to remit to the Company,
prior to such payment, an amount sufficient to satisfy any Federal, state or
local tax withholding requirements. The
<PAGE>
15
Company shall also have the right to deduct from all cash payments made pursuant
to or in connection with any Award any Federal, state or local taxes required to
be withheld with respect to such payments. In addition, the Company may permit
any individual to whom an Award has been made to satisfy, in whole or in part,
such obligation to remit taxes, by directing the Company to withhold shares of
Common Stock that would otherwise be received by such individual upon settlement
or exercise of such Award or by delivering to the Company shares of Common Stock
owned by the individual prior to exercising the option, subject to such rules as
the Committee may establish from time to time. The value of any share of Common
Stock to be withheld by the Company pursuant to this Section 20 (a) shall be the
Fair Market Value on the date to be used to determine the amount of tax to be
withheld.
(b) No Right to Grants, Employment or Service with the Company or
Manager. No Eligible Individual or Participant shall have any claim or right to
receive grants of Awards under the Plan. Nothing in the Plan or in any Award or
Award Document shall confer upon any employee of the Company or the Manager any
right to continued employment with the Company or interfere in any way with the
right of the Company or the Manager to terminate the employment of any of its
employees at any time, with or without cause. In addition, nothing in the Plan
or in any Award or Award Document shall be deemed to create any obligation on
the part of the Company to retain any Consultant or to confer upon any Director
(including a member of the Board of Directors of the Manager) the right to
remain as a Director for any period of time.
(c) Other Compensation. Nothing in this Plan shall preclude or
limit the ability of the Company to pay any compensation to a Participant under
the Company's other compensation and benefit plans and programs.
(d) Other Employee Benefit Plans. Payments received by a
Participant under any Award made pursuant to the Plan shall not be included in,
nor have any effect on, the determination of benefits under any other employee
benefit plan or similar arrangement provided by the Company, unless otherwise
specifically provided for under the terms of such plan or arrangement or by the
Committee.
(e) Rights with Respect to Shares. A Participant shall have no
rights as a stockholder with respect to shares of Common Stock covered by an
Award until the date the Participant or his nominee becomes the holder of record
of such shares, and, except as provided in Section 14, no adjustments shall be
made for cash dividends or other distributions or other rights as to which there
is a record date preceding the date such person becomes the holder of record of
such shares.
(f) Unfunded Plan. The Plan is intended to constitute an unfunded
plan for incentive compensation. Prior to the payment or settlement of any
Award, nothing contained herein shall give any Participant any rights that are
greater than those of a general creditor of the Company. In its sole discretion,
the Committee may authorize the creation of trusts or other
<PAGE>
16
arrangements to meet the obligations created under the Plan to deliver Common
Stock or payments in lieu thereof with respect to Awards hereunder.
(g) Securities Law Restrictions. The Committee may require each
Eligible Individual purchasing or acquiring shares of Common Stock pursuant to a
Stock Option or other Award under the Plan to represent to and agree with the
Company in writing that such Eligible Individual is acquiring the shares for
investment and not with a view to the distribution thereof. All certificates for
shares of Common Stock delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of the Securities and
Exchange Commission, any exchange upon which the Common Stock is then listed,
and any applicable federal or state securities law, and the Committee may cause
a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions. No shares of Common Stock shall be issued
hereunder unless the Company shall have determined that such issuance is in
compliance with, or pursuant to an exemption from, all applicable federal and
state securities laws.
(h) Compliance with Rule 16b-3. Notwithstanding anything
contained in the Plan or in any Award Document to the contrary, if the
consummation of any transaction under the Plan would result in the possible
imposition of liability on a Participant pursuant to Section 16(b) of the
Exchange Act, the Committee shall have the right, in its sole discretion, but
shall not be obligated, to defer such transaction or the effectiveness of such
action to the extent necessary to avoid such liability, but in no event for a
period longer than six months.
(i) Award Document. In the event of any conflict or inconsistency
between the Plan and any Award Document, the Plan shall govern, and the Award
Document shall be interpreted to minimize or eliminate any such conflict or
inconsistency.
(j) Expenses. The costs and expenses of administering the Plan
shall be borne by the Company.
(k) Application of Funds. The proceeds received from the Company
from the sale of Common Stock or other securities pursuant to Awards will be
used for general corporate purposes.
(l) Governing Law. Except as to matters of federal law, the Plan
and all actions taken thereunder shall be governed by and construed in
accordance with the laws of the State of Maryland applicable to contracts to be
performed entirely within such state and without giving effect to conflicts of
law principles.
EXHIBIT 5.1
<PAGE>
EXHIBIT 5.1
[Shulman, Rogers, Gandal, Pordy & Ecker, P.A.]
June 26, 1998
Clarion Commercial Holdings, Inc.
335 Madison Avenue
New York, New York 10017
Re: Clarion Commercial Holdings, Inc.
Our File No. 10-310-002
---------------------------------
Ladies and Gentlemen:
We have acted as special counsel for Clarion Commercial
Holdings, Inc., a Maryland corporation (the "Company"), in connection with the
Registration Statement on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to approximately 590,900 shares of the
Company's Class A common stock, par value $.001 per share (the "Shares"), to be
issued from time to time pursuant to the Company's 1998 Stock Incentive Plan
(the "Plan").
We have examined such Company records, certificates, documents
and other instruments as in our judgment are necessary or appropriate to enable
us to render the opinion expressed below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents,
certificates and instruments submitted to us as originals and the conformity
with originals of all documents submitted to us as copies.
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized by the Company and, when (a) issued and delivered by
the Company in accordance with the terms of the Plan and (b) paid for in full in
accordance with the terms of the Plan, the Shares will be validly issued, fully
paid and non-assessable.
<PAGE>
Clarion Commercial Holdings, Inc. 2 June 26, 1998
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and consent to our being named therein. In giving
our consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder. The opinion
expressed herein is limited to the matters set forth in this letter and no other
opinion should be inferred beyond the matters expressly stated.
Very truly yours,
KARL L. ECKER
Karl L. Ecker
EXHIBIT 23.1
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Clarion Commercial Holdings, Inc. on Form S-8 of our report dated April 15, 1998
appearing in the prospectus included in the Registration Statement on Form S-11
as amended (File No. 333-52817) of Clarion Commercial Holdings, Inc.
DELOITTE & TOUCHE LLP
New York, New York
June 26, 1998
