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As filed with the Securities and Exchange Commission on January 8, 2001
Registration No. 33-58749
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
T. ROWE PRICE GROUP, INC.
(AS SUCCESSOR TO T. ROWE PRICE ASSOCIATES, INC.)
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 52-2264646
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
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100 East Pratt Street
Baltimore, MD 21202
(Address of Principle Executive Offices)
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T. ROWE PRICE GROUP, INC.
1995 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
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George A. Roche
Chairman of the Board and President
T. Rowe Price Group, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
(410) 345-2000
(Name and Address of Agent for Service)
Copy to:
R.W. Smith, Jr.
Piper Marbury Rudnick & Wolfe LLP
6225 Smith Avenue
Baltimore, MD 21209-3600
(410) 580-3000
(Telephone Number, Including Area Code of Agent for Service)
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EXPLANATORY NOTES
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended
(the "Securities Act"), T. Rowe Price Group, Inc., a Maryland corporation
("Holding Company" or the "Registrant"), as successor issuer to T. Rowe Price
Associates, Inc., a Maryland corporation ("Price Associates"), hereby adopts
this Registration Statement, as amended, for all purposes under the Securities
Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act").
See "Description of the Transaction" herein.
This Post-Effective Amendment to the Registration Statement shall
become effective upon filing with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 464 under the Securities Act.
DESCRIPTION OF THE TRANSACTION
This Post-Effective Amendment to the Registration Statement is being
filed in connection with a corporate restructuring of Price Associates into a
holding company organizational structure, with Price Associates becoming the
wholly-owed subsidiary of Holding Company, pursuant to a plan of share exchange
approved on June 30, 2000, by the shareholders of Price Associates at a Special
Meeting of Shareholders (the "Share Exchange").
Under the Share Exchange, which was consummated on December 28, 2000,
each outstanding share of common stock of Price Associates, par value $0.20 per
share (each, a "Price Associates Common Share"), converted into a share of
common stock of Holding Company, par value $0.20 (each a "Holding Company Common
Share"), and Price Associates became a wholly-owned subsidiary of Holding
Company. In addition, each outstanding option to purchase Price Associates'
common stock converted into an option to purchase Holding Company's common stock
for the same number of shares and at the same exercise price as the option
provided immediately before the conversion. Accordingly, all of the Price
Associates Common Shares offered under the T. Rowe Price Group, Inc. (formerly,
T. Rowe Price Associates, Inc.) 1995 Director Stock Option Plan (the "Plan") are
Holding Company Common Shares. In approving the Share Exchange, the shareholders
of Price Associates approved the amendment and assumption of the Plan by Holding
Company.
Pursuant to Rule 414(d) under the Securities Act, Holding Company, as
successor issuer to Price Associates, hereby expressly adopts, as of December
29, 2000, the Registration Statement of Price Associates on Form S-8, as amended
(Registration No. 33-58749), that is applicable to Price Associates Common
Shares issued under the Plan, as the Registration Statement of Holding Company
for all purposes under the Securities Act and the Exchange Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in this Form S-8 Registration Statement
pursuant to introductory Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
(i) Holding Company: The following documents, which have previously been
filed by Holding Company with the Commission (File No. 333-36714), are
incorporated by reference herein and shall be deemed to be part of this
Registration Statement:
(a) Registration Statement on Form S-4, filed on May 10, 2000 (File No.
333-36714);
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
document referred to in (a) above; and
(c) Description of Common Stock of Holding Company contained or
incorporated in the registration statements filed by the Registrant
under the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
All documents subsequently filed by Holding Company with the
Commission 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
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part of this Registration Statement from
the date of filing of such documents.
(ii) Price Associates: The following documents, which have been heretofore
filed by Price Associates with the Commission pursuant to the Exchange Act (File
No. 000-14282), are incorporated by reference herein and shall be deemed to be a
part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed pursuant to Section 13 of the Exchange Act;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
document referred to in (a) above; and
(c) Description of Common Stock of Price Associates contained or
incorporated in the registration statements filed by the Registrant
under the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
All documents subsequently filed by Price Associates with the
Commission 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
remaining unsold, shall be deemed to be incorporated by
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reference into this Registration Statement and to be a part of this
Registration Statement 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
Directors and officers of the Company are indemnified under Section 2-418 of the
Corporations and Associations Article of the Annotated Code of Maryland, and
under Article EIGHTH, Section 6 of the Registrant's Charter as follows:
(6) The Corporation shall indemnify (a) its directors to the full
extent provided by the general laws of the State of Maryland now or
hereafter in force, including the advance of expenses under the procedures
provided by such laws; (b) its officers to the same extent it shall
indemnify its directors; and (c) its officers who are not directors to such
further extent as shall be authorized by the Board of Directors and be
consistent with law. The foregoing shall not limit the authority of the
Corporation to indemnify other employees and agents consistent with law.
As permitted by Maryland Law, Article Eighth, Section 7 of the Company's
Charter limits the monetary liability of its directors and officers to the
Company and its stockholders to the maximum extent permitted by Maryland law in
effect from time to time. Article EIGHTH, Section 7 of the Registrant's Charter
provides as follows:
(7) To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or officer of this
Corporation shall be personally liable to the Corporation or its
stockholders for money damages. No amendment or repeal of any of its
provisions shall limit or eliminate the benefits provided to directors and
officers under this provision with respect to any act or omission which
occurred prior to such amendment or repeal.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed herewith or incorporated herein by
reference.
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Exhibit Description
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4.1 Articles of Amendment and Restatement of T. Rowe Price Group,
Inc. (Incorporated by reference from Exhibit C to the definitive
Proxy Statement/Prospectus dated May 24, 2000 and filed on May
26, 2000, which forms part of the Registration Statement on Form
S-4 (File No. 333-36714; Accession No. 0001113169-00-000003)).
4.2 Bylaws of T. Rowe Price Group, Inc. (Incorporated by reference
from Exhibit D to the definitive Proxy Statement/Prospectus dated
May 24, 2000 and filed on May 26, 2000, which forms part of the
Registration Statement on Form S-4 (File No. 333-36714; Accession
No. 0001113169-00-000003)).
4.3 T. Rowe Price Group, Inc. (formerly T. Rowe Price Associates,
Inc.) 1995 Director Stock Option Plan (Incorporated by reference
from the definitive proxy statement of T. Rowe Price Associates,
Inc. on Form DEF 14A; Accession No. 000933259-95-000009; CIK
0000080255).
4.4 Amendment, dated December 29, 2000, to the T. Rowe Price Group,
Inc. (formerly T. Rowe Price Associates, Inc.) 1995 Director
Stock Option Plan (filed herewith).
5.0 Opinion of Piper Marbury Rudnick & Wolfe LLP as to the legality
of the securities being offered (includes Consent of Counsel)
(filed herewith).
23.1 Consent of Counsel (contained in Exhibit 5.0 to this Registration
Statement).
23.2 Consent of Independent Accountants (filed herewith).
24.0 Power of Attorney (filed herewith).
ITEM 9. UNDERTAKINGS
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 this 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.
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Paragraphs (l)(i) and (l)(ii) above do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
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.
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(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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
T. Rowe Price Group, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing this Post-Effective Amendment
to the Registration Statement on Form S-8 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Baltimore, State of Maryland, on this
29th day of December, 2000.
T. ROWE PRICE GROUP, INC.
By: /s/ George A. Roche
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George A. Roche
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement on Form S-8 has been signed
below by the following persons in the capacities and on the date indicated .
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
* George A. Roche December 29, 2000
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George A. Roche Chairman of the Board and President
(Principal Executive Officer)
(Principal Financial Officer)
* Joseph P. Croteau December 29, 2000
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Joseph P. Croteau Vice President and Treasurer
(Principal Accounting Officer)
* By: /s/ George A. Roche , For Himself and as Attorney-in-Fact
--------------------------
George A. Roche
A majority of the Board of Directors:
Edward C. Bernard, James E. Halbkat, Jr., Donald B. Hebb, Jr., Henry H. Hopkins,
James A.C. Kennedy, John H. Laporte, Richard L. Menschel, William T. Reynolds,
James S. Riepe, George A. Roche, Brian C. Rogers, Robert L. Strickland, M. David
Testa, Martin G. Wade, Anne Marie Whittemore
/s/ George A. Roche For Himself and as Attorney-in-Fact December 29, 2000
---------------------------------
George A. Roche
</TABLE>
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Articles of Amendment and Restatement of T. Rowe Price Group,
Inc. (Incorporated by reference from Exhibit C to the definitive
Proxy Statement/Prospectus dated May 24, 2000 and filed on May
26, 2000, which forms part of the Registration Statement on Form
S-4 (File No. 333-36714; Accession No. 0001113169-00-000003)).
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4.2 Bylaws of T. Rowe Price Group, Inc. (Incorporated by reference
from Exhibit D to the definitive Proxy Statement/Prospectus dated
May 24, 2000 and filed on May 26, 2000, which forms part of the
Registration Statement on Form S-4 (File No. 333-36714; Accession
No. 0001113169-00-000003)).
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4.3 T. Rowe Price Group, Inc. (formerly T. Rowe Price Associates,
Inc.) 1995 Director Stock Option Plan (Incorporated by reference
from the definitive proxy statement of T. Rowe Price Associates,
Inc. on Form DEF 14A; Accession No. 000933259-95-000009; CIK
0000080255).
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4.4 Amendment, dated December 29, 2000, to the T. Rowe Price Group,
Inc. (formerly T. Rowe Price Associates, Inc.) 1995 Director
Stock Option Plan (filed herewith).
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5.0 Opinion of Piper Marbury Rudnick & Wolfe LLP as to the legality
of the securities being offered (includes Consent of Counsel)
(filed herewith).
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23.1 Consent of Counsel (contained in Exhibit 5.0 to this Registration
Statement).
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23.2 Consent of Independent Accountants (filed herewith).
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24.0 Power of Attorney (filed herewith).
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