As filed with the Securities and Exchange Commission on March 28, 1997
Registration No. 333-_____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COUNTRYWIDE CREDIT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
95-4083087
(I.R.S. Employer Identification Number)
155 North Lake Avenue 91101
Pasadena, CA
(Address of Principal Executive Offices) (Zip Code)
Countrywide Credit Industries, Inc.
1993 Stock Option Plan
As Amended and Restated as of March 27, 1996
(Full title of the Plan)
Sandor E. Samuels
General Counsel
155 North Lake Avenue
Pasadena, CA 91101
(Name and address of agent for service)
(818) 304-8505
(Telephone Number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of securities to be Amount to be registered Proposed maximum offering
registered price per unit
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Common Stock, 6,000,000 shares $27.3125
$.05 par value per share
- - --------------------------------------------------------------------------------
Proposed maximum aggregate Amount of Registration Fee
offering price 1
$ 163,875,000 $ 49,660
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PART I
EXPLANATORY NOTE
This Registration Statement relates to the amendment of the 1993 Stock
Option Plan (as amended and restated as of March 27, 1996) to increase the
number of shares available for issuance upon the exercise of stock options under
the 1993 Stock Option Plan from 4,500,000 to 10,500,000 (an increase of
6,000,000 shares).
PART II
The contents of the registrant's Registration Statement on Form S-8
(File No. 33-69498 ), filed with the Securities and Exchange Commission on
September 28, 1993 are incorporated by reference herein.
Item 1. Exhibits
1 Opinion of Sandor E. Samuels, General Counsel of the Company as to the
legality of the Common Stock being registered.
23.1 Consent of Grant Thornton, LLP, Independent Auditors.
23.2 Consent of Sandor E. Samuels (included in Opinion filed as Exhibit 5).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
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 Pasadena, State of California, on the 28th day of
March, 1997.
COUNTRYWIDE CREDIT INDUSTRIES, INC.
By: /s/David S. Loeb
David S. Loeb
Chairman and President
Signatures Title Date
/s/ Davis S. Loeb March 28, 1997
- - ------------------ Chairman of the Board
David S. Loeb of Directors and President
(Principal Executive
Officer); Director
/s/ Angelo R. Mozilo Executive Vice President March 28, 1997
Angelo R. Mozilo and Vice Chairman
of the Board of Directors
/s/ Carlos M. Garcia Managing Director - Finance March 28, 1997
Carlos M. Garcia Chief Financial Officer and
Chief Accounting Officer
(Principal Financial and
Accounting Officer)
/s/ Robert J. Donato Director March 28, 1997
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Robert J. Donato
/s/ Ben M. Enis Director March 28, 1997
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Ben M. Enis
/s/ Edwin Heller Director March 28, 1997
Edwin Heller
/s/ Harley W. Snyder Director March 28, 1997
- - ---------------------------
Harley W. Snyder
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EXHIBIT 1
March 27, 1997
Countrywide Credit Industries, Inc.
155 North Lake Avenue
Pasadena, California 91101
Ladies and Gentlemen:
I have acted as counsel to Countrywide Credit Industries, Inc. (the "Company")
in connection with the preparation of the Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, relating to the
offer of up to an additional 6,000,000 shares of common stock (the "Common
Stock") of the Company, par value $.05, to be issued under the terms and
conditions of options granted under the Company's 1993 Stock Option Plan (as
Amended and Restated as of March 23, 1996) (the "1993 Plan")
In connection with rendering this opinion I have examined originals, or copies
identified to my satisfaction as being true copies of originals of such
documents as I have deemed appropriate. In such examination, I have assumed that
all signatures on original documents were genuine and that all documents were
duly executed and delivered, where due execution and delivery are requisite to
the effectiveness thereof. I have also assumed that the Common Stock will be
issued for proper and sufficient consideration, in accordance with the terms of
the 1993 Plan, and that the certificates representing the Common Stock will be
properly issued.
On the basis of the foregoing examination and assumptions, and in reliance
thereon, and upon consideration of applicable law, I am of the opinion that the
Common Stock covered by the Registration Statement, when issued and paid for in
accordance with the 1993 Plan, will be validly issued, fully paid and
non-assessable.
I hereby consent to the inclusion of this opinion as an exhibit in the
Registration Statement. This opinion may not be used or relied upon by any other
person or for any other purpose without my prior written consent.
Very truly yours,
Sandor E. Samuels
General Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated April 23, 1996, accompanying the consolidated
financial statements and schedules of Countrywide Credit Industries, Inc. and
Subsidiaries appearing in the Annual Report on From 10-K for the year ended
February 29, 1996, which is incorporated by reference in this Registration
Statement on Form S-8 (the "Registration Statement"). We consent to the
incorporation by reference in this Registration Statement of the aforementioned
report.
GRANT THORNTON LLP
Los Angeles, California
March 27, 1997
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1 In accordance with Rule 457 (h) under the Securities Act of 1933, the offering
price has been calculated on the basis of the average of the high and low prices
for the Common Stock as reported by the New York Stock Exchange on March 25,
1997
