<PAGE>
Registration No. 333-65057
================================================================================
U.S. Securities and Exchange Commission Washington, DC 20549
FORM SB-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Amendment No. 2
-------------------------
MEADOWS PRESERVATION, INC.
................................................................................
(Name of small business issuer in its charter)
<TABLE>
<S> <C> <C>
Florida 6519 65-0860249
- -----------------------------------------------------------------------------------------------------
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) No.)
.....................................................................................................
</TABLE>
2555 PGA Boulevard, Palm Beach Gardens, FL 33410 (561) 626-0888
(Address and telephone number of principal executive offices and principal place
of business)
................................................................................
Richard McCann, President
Meadows Preservation, Inc.
2555 PGA Boulevard, Palm Beach Gardens, FL 33410
(561) 626-0888
................................................................................
(Name, address and telephone number of agent for service)
Copies of correspondence to:
Blake D. Rubin
Steptoe & Johnson LLP
1330 Connecticut Avenue, NW
Washington, DC 20036
(202) 429-6211
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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 the 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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...............................................[_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
Dollar Proposed Proposed
Amount Maximum Maximum
Title of each Class of to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share Offering Price (1) Registration Fee (2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share.................... $2,347,000 $1,000 /share $2,347,000 $692.37
==================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457.
(2) Registrant previously paid this fee.
-----------------------
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, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to such
Section 8(a), may determine.
Disclosure Alternative used (check one): Alternative 1............;
Alternative 2......X.......
<PAGE>
virtue of Section 4(2) of the Act. Mr. McCann, the recipient of this share, was
the President and a director of both MPI and MPI Three. The MPI Preferred Shares
have no rights to any dividends or distributions from MPI except for a right to
receive $25 in liquidation of MPI. The Preferred Shares are in the nature of
membership interests inasmuch as they have no right to participate in the
profits of MPI and only a very limited voting right, having only 1/40th of one
vote per Preferred Share. Because the Preferred Shares lack the characteristics
normally associated with stock or other securities, they should not be deemed a
"security" as that term is defined in the Act, and should not therefore be
subject to the registration requirements of the Act.
Item 5. Index to Exhibits
The following Exhibits are filed as part of this Registration Statement:
Exhibit Sequential
----------
Number Description of Document Page Number
- ------ ----------------------- -----------
1.1 Dealer Agreement between MPI and Coastal Financial
Security, Inc. dated as of January __, 1999*
2.1 Articles of Incorporation of MPI*
2.1.1 Articles of Amendment to Articles of Incorporation
of MPI*
2.2 Bylaws of MPI*
3.1 Form of Common Stock Certificate*
3.2 Form of Preferred Stock Certificate*
4.1 Form of Subscription Agreement*
6.1 General Partnership Agreement dated September 30, 1998
between MPI and BRC*
6.1.1 Exhibit F to General Partnership Agreement*
6.1.2 First Amendment to General Partnership Agreement dated
as of January 27, 1999*
6.2 Form of Title Holding, Nominee and Agency Agreement
to be entered between MPI and the Partnership*
6.3 Contribution Agreement among MPI, BRC and the
Partnership dated September 30, 1998*
6.3.1 First Amendment to Contribution Agreement dated as of
January 27, 1999*
6.4 Letter of Intent dated December 12, 1997 from MHC to
MPI-1*
6.5 Agreement of Purchase and Sale among H.G.G.S.
Associates, MPI-1 and Sonja Daws and Letter Amendment
thereto dated October 15, 1997*
6.6 Mortgage, Security Agreement, Financing Statement,
Fixture Filing and Assignment of Leases and Rents
dated December 18, 1997 by MPI-1 to MHC Lending, as
amended*
6.6.1 Third Mortgage Extension Agreement dated as of
December 14, 1998 by MPI and MHC Lending*
6.6.2 Fourth Mortgage Extension Agreement dated as of
January 26, 1999 by MPI and MHC Lending*
6.7 Agreement and Plan of Merger by and between MPI-1
and MPI
II-5
<PAGE>
Two, Inc. dated June 29, 1998*
6.8 Agreement and Plan of Merger by and between MPI Two,
Inc. and MPI Three, Inc. dated June 30, 1998*
6.9 Agreement and Plan of Merger by and between MPI Three,
Inc. and MPI dated July 1, 1998*
6.10 Form of Property Management and Leasing Agreement to
be entered between the Partnership and MHC Management
Limited Partnership*
6.11 Option Agreement dated December 18, 1997 by and between
MPI-1 and BRC, as amended*
6.11.1 Third Amendment to Option Agreement dated as of
December 14, 1998 by and between MPI and BRC*
6.11.2 Fourth Amendment to Option Agreement dated as of
January 26, 1999 by and between MPI and BRC*
6.12 Memorandum of Option Agreement dated December 18, 1997
by and between MPI-1 and BRC, as amended*
6.12.1 Third Amended Memorandum of Option Agreement dated as
of December 14, 1998 by and between MPI and BRC*
6.12.2 Fourth Amended Memorandum of Option Agreement dated as
of January 26, 1999 by and between MPI and BRC*
10.1 Consent of Ernst & Young*
10.1.1 Consent of Ernst & Young*
11.1 Legal Opinion of Steptoe & Johnson LLP*
11.1.1 Legal Opinion of Steptoe & Johnson LLP
* Previously Filed.
II-6
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-1 and authorized this amendment number
2 to this registration statement to be signed on its behalf by the undersigned,
in the City of Palm Beach Gardens, State of Florida on February 12, 1999.
MEADOWS PRESERVATION, INC.
By (Signature and Title): /s/ Richard McCann
-------------------------
Richard McCann, President
In accordance with the requirements of the Securities Act of 1933, this
amendment number 1 to this Registration Statement on Form SB-1 was signed by the
following persons in the capacities and on the dates stated below.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
President, Principal Executive February 12, 1999
/s/ Richard McCann Officer and Director
- --------------------------
Richard McCann
* Vice-President and Director February 12, 1999
- --------------------------
Theresa Tyrell
* Secretary, Principal Financial February 12, 1999
- -------------------------- Officer and Director
Ted Stevenson
* Treasurer, Principal Accounting February 12, 1999
- -------------------------- Officer and Director
Mary Bachiochi
* Director February 12, 1999
- --------------------------
Gerald Flynn
* Director February 12, 1999
- --------------------------
David McNab
</TABLE>
- -----------------------------
* By: /s/ Richard McCann
---------------------
Richard McCann
Attorney-in-Fact
II-7
<PAGE>
[LETTERHEAD OF STEPTOE & JOHNSON LLP APPEARS HERE]
EXHIBIT 11.1.1
February 11, 1999
Meadows Preservation, Inc.
2555 PGA Boulevard
Palm Beach Gardens, FL 33410
Re: Registration Statement on Form SB-1
SEC File No. 333-65057
Dear Sir/Madam:
We have acted as special counsel to Meadows Preservation, Inc. (the
"Company"), a Florida corporation, in connection with the registration of 2,347
shares of common stock, $.01 par value per share, of the Company (the "Shares")
pursuant to the above-referenced Registration Statement filed by the Company
with the Securities and Exchange Commission (the "Registration Statement") under
the Securities Act of 1933, as amended (the "1933 Act"). This opinion letter is
being furnished to enable the Company to fulfill the requirements specified in
Form SB-1.
In connection with our representation of the Company and as a basis for the
opinion hereinafter set forth, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of the following documents
(collectively, the "Documents"):
1. The Registration Statement and the related prospectus in the form
included therein;
2. The Articles of Incorporation of the Company and the Articles of
Amendment of the Articles of Incorporation, as certified by the Secretary of
State for the State of Florida;
3. A Certificate of the Secretary of the Company dated January 26, 1999
certifying, inter alia: (a) the Bylaws of the Company; and (b) certain
----- ----
resolutions of the Board of Directors of the Company;
4. A Certificate of the Secretary of State for the State of Florida, dated
January 14, 1999, certifying, inter alia, that the Company's status is active;
----- ----
<PAGE>
Meadows Preservation, Inc.
February 11, 1999
Page 2
5. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far as
is known to us there are no facts inconsistent with, the following:
1. Each of the parties executing any of the Documents has duly and validly
executed and delivered each of the Documents to which such party is a signatory,
and such party's obligations set forth therein are legal, valid and binding.
2. Each individual executing any of the Documents on behalf of a party is
duly authorized to do so.
3. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.
4. All Documents submitted to us as originals are authentic. All documents
submitted to us as certified or photostatic copies conform to the original
documents. All signatures on all such Documents are genuine. All public records
reviewed or relied upon by us or on our behalf are true and complete. There are
no oral or written modifications or amendments to the Documents, by action or
omission of the parties or otherwise.
Based upon the foregoing and subject to the qualifications, limitations and
exclusions set forth below, it is our opinion that:
1. If and when the Shares are sold and fully paid for in the manner
described in the Registration Statement, the Shares will be legally issued,
fully paid, and nonassessable.
The foregoing opinion is subject in all respects to the following
qualifications, limitations and exclusions:
This opinion is limited to the federal laws of the United States of America
and the corporate laws of the State of Florida, and we do not express any
opinion herein concerning any other law.
<PAGE>
Meadows Preservation, Inc.
February 11, 1999
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the prospectus which forms a part of the Registration Statement. In
giving such consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the 1933 Act or the General Rules
and Regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Steptoe & Johnson LLP
Steptoe & Johnson, LLP
