<PAGE>
As filed with the Securities and Exchange Commission on January 7, 1994
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
SANTA ANITA REALTY ENTERPRISES, INC. SANTA ANITA OPERATING COMPANY
- ------------------------------------ ----------------------------------------
(Exact name of registrant as specified in its charter)
Delaware Delaware
- ------------------------------------ ----------------------------------------
(State or other jurisdiction of incorporation or organization)
95-3520818 95-3419438
- ------------------------------------ ----------------------------------------
I.R.S. Employer Identification No.
363 San Miguel Drive, Suite 100 P.O. Box 60014
Newport Beach, California 92660 Arcadia, California 91066-6014
- ------------------------------------ ----------------------------------------
(Address of Principal Executive Offices, including Zip Code)
SANTA ANITA OPERATING COMPANY
1984 STOCK OPTION PROGRAM
-----------------------------
(Full title of the plan)
DONALD G. HERRMAN ALEXANDER W. INGLE
363 San Miguel Drive, Suite 100 P.O. Box 60014
Newport Beach, California 92660 Arcadia, California 91066-6014
(714) 721-2700 (818) 574-6371
- ------------------------------------- ----------------------------------------
(Name, address and telephone number of agent of service)
--------------
Copy to:
Michael Newman, Esq.
O'Melveny & Myers
400 South Hope Street
Los Angeles, California 90071-2899
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Title of each Class
of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Paired Common Stock * 222,820 shares $16.9375 $3,774,013.75 $1,301.38
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(h), the maximum offering price, per share and in
the aggregate, and the registration fee were calculated based upon the
average of the high and low prices of the Common Stock reported on the
New York Stock Exchange and published in the Western Edition of the Wall
Street Journal on December 31, 1993.
* Santa Anita Realty Enterprises, Inc. Common Stock (par value $0.10) paired
with Santa Anita Operating Company Common Stock (par value $0.10).
The Exhibit Index included in this Registration Statement is at page 8.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule 428(b)(1) of the Securities Act of 1933 (the "Securities
Act"). Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
2
<PAGE>
PART II
Item 3. Incorporation of Certain Documents by Reference
The following documents of Santa Anita Realty Enterprises, Inc. and Santa
Anita Operating Company (the "Companies") filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) Joint Registration Statement No. 2-95228 on Form S-8 as filed on
January 10, 1985 relating to the Santa Anita Realty Enterprise, Inc. 1984
Stock Option Program and Santa Anita Operating Company 1984 Stock Option
Program, together with the Post-Effective Amendments No. 1, No. 2 and No. 3
and all future Post-Effective Amendments to said Joint Registration
Statement.
Item 8. Exhibits
See the attached Exhibit Index.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Arcadia, State of California, on this 30th day of
December, 1993.
SANTA ANITA REALTY ENTERPRISES, INC.
By: /s/ GLENN L. CARPENTER
--------------------------------------
Glenn L. Carpenter
President and Chief Executive Officer
Each person whose signature appears below constitutes and appoints
Stephen F. Keller, Glennon E. King and Alexander W. Ingle and each of them, his
or her true and lawful attorneys-in-fact and agents, with full powers 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) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, 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 attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the 30th day of December, 1993.
Signature Title
/s/ STEPHEN F. KELLER Chairman of the Board and Director
- ---------------------------------
Stephen F. Keller
/s/ GLENN L. CARPENTER President and Chief Executive Officer
- --------------------------------- (Principal
Glenn L. Carpenter Executive Officer) and Director
/s/ DONALD G. HERRMAN Vice President-Finance (Principal
- --------------------------------- Financial and Accounting Officer) and
Donald G. Herrman Secretary
/s/ WILLIAM C. BAKER Director
- ---------------------------------
William C. Baker
/s/ RICHARD S. COHEN Director
- ---------------------------------
Richard S. Cohen
/s/ ARTHUR LEE CROWE Director
- ---------------------------------
Arthur Lee Crowe
/s/ CLIFFORD C. GOODRICH Director
- ---------------------------------
Clifford C. Goodrich
4
<PAGE>
/s/ ROBERT H. GRANT Director
- ---------------------------------
Robert H. Grant
/s/ TAYLOR B. GRANT Director
- ---------------------------------
Taylor B. Grant
/s/ ROYCE B. MCKINLEY Director
- ---------------------------------
Royce B. McKinley
/s/ ROBERT E. MORGAN Director
- ---------------------------------
Robert E. Morgan
/s/ THOMAS P. MULLANEY Director
- ---------------------------------
Thomas P. Mullaney
/s/ RICHARD L. OWEN Director
- ---------------------------------
Richard L. Owen
/s/ CHARLES H. STRUB II Director
- ---------------------------------
Charles H. Strub II
/s/ ROBERT H. STRUB Director
- ---------------------------------
Robert H. Strub
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Arcadia, and the State of California, on the 30th day
of December, 1993.
SANTA ANITA OPERATING COMPANY
By: /s/ GLENNON E. KING
------------------------------------
Glennon E. King
Vice President-Finance and Assistant
Secretary
Each person whose signature appears below constitutes and appoints
Stephen F. Keller and Glennon E. King and Alexander W. Ingle and each of them,
his or her true and lawful attorneys-in-fact and agents, with full powers 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) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, 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 attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the 30th day of December, 1993.
Signature Title
/s/ STEPHEN F. KELLER Chairman of the Board of Directors,
- --------------------------------- President, Chief Executive Officer
Stephen F. Keller (Principal Executive Officer) and
Director
/s/ GLENNON E. KING Vice President-Finance (Principal
- --------------------------------- Financial and Accounting Officer) and
Glennon E. King Assistant Secretary
/s/ GLENN L. CARPENTER Director
- ---------------------------------
Glenn L. Carpenter
/s/ WILLIAM C. BAKER Director
- ---------------------------------
William C. Baker
/s/ RICHARD S. COHEN Director
- ---------------------------------
Richard S. Cohen
6
<PAGE>
/s/ CLIFFORD C. GOODRICH Director
- ---------------------------------
Clifford C. Goodrich
/s/ ROBERT H. GRANT Director
- ---------------------------------
Robert H. Grant
/s/ ROYCE B. MCKINLEY Director
- ---------------------------------
Royce B. McKinley
/s/ LINDA K. MENNIS Director
- ---------------------------------
Linda K. Mennis
/s/ ROBERT E. MORGAN Director
- ---------------------------------
Robert E. Morgan
/s/ THOMAS P. MULLANEY Director
- ---------------------------------
Thomas P. Mullaney
/s/ RICHARD L. OWEN Director
- ---------------------------------
Richard L. Owen
/s/ JOHN M. STRUB Director
- ---------------------------------
John M. Strub
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ---------- -----------
<C> <S>
4.1 Pairing Agreement by and between Santa Anita Realty Enterprises,
Inc. and Santa Anita Operating Company, dated as of December 20,
1979 (incorporated herein by reference to Exhibit 4.1 filed with
the Companies' Registration Statement on Form S-8, File
No. 2-95228)
4.2 Santa Anita Operating Company 1984 Stock Option Program
(incorporated herein by reference to Exhibit 4.3 filed with the
Companies' Registration Statement on Form S-8, File No. 2-95228)
4.3 Amendment 1993-1 to the Santa Anita Operating Company 1984 Stock
Option Program
5.1 Opinion of O'Melveny & Myers
23.1 Consent of Kenneth Leventhal & Company
23.2 Consent of O'Melveny & Myers (included in Exhibit 5)
24.1 Power of Attorney (included in Part II of this Registration
Statement)
</TABLE>
8
<PAGE>
EXHIBIT 4.3
AMENDMENT 1993-1
TO THE
SANTA ANITA OPERATING COMPANY AND SUBSIDIARIES
1984 STOCK OPTION PROGRAM
(AMENDED AND RESTATED EFFECTIVE AS OF SEPTEMBER 22, 1988)
WHEREAS, Santa Anita Operating Company (the "Company") desires to amend
the above-referenced Plan to provide that the additional shares are authorized
for issuance under the Plan and to extend the expiration date of the Plan.
NOW, THEREFORE, the Plan is amended as follows:
1. Effective as of February 11, 1993, Section 1.5 of the Plan is
amended to read as follows:
"1.5 Stock Subject to the Plan.
-------------------------
The stock to be offered under this Plan shall be shares of authorized
but unissued Common Stock and shares of Realty Stock. Effective February 11,
1993, the aggregate amount of Common Stock and Realty Stock issued under this
Plan shall not exceed 511,410 shares of Common Stock and 511,410 shares of
Realty Stock, respectively, subject to adjustment as set forth in Section 3.1 of
this Plan. Effective January 1, 1994, the aggregate amount of Common Stock and
Realty Stock issued under this Plan shall not exceed 622,820 shares of Common
Stock and 622,820 shares of Realty Stock, respectively, subject to adjustment as
set forth in Section 3.1 of this Plan. Such amount of Common Stock is hereby
reserved
<PAGE>
for issuance under this Plan. If any Option shall expire or terminate for any
reason without having been fully exercised, the unexercised shares subject to
such Option shall again be available for the purposes of this Plan."
2. Effective as of February 11, 1993, Section 3.10 is amended to read
as follows:
"3.10 Expiration.
----------
Unless previously terminated by the Board of Directors, this Plan shall
expire at the close of business on May 3, 1995, and no Option shall be granted
under it thereafter, but such expiration shall not affect any Option theretofore
granted."
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed on its behalf by a duly authorized officer.
SANTA ANITA OPERATING COMPANY
/s/ ALEXANDER W. INGLE
------------------------------
By: Alexander W. Ingle
Title: Secretary
<PAGE>
EXHIBIT 5.1
January
6th
1 9 9 4
750,010-049
750,014-023
LA1-348877.V1
Santa Anita Realty Enterprises, Inc.
363 San Miguel Drive, Suite 100
Newport Beach, California 92660
Santa Anita Operating Company
285 West Huntington Drive
Arcadia, California 91066
Ladies and Gentlemen:
At your request, we have examined the Santa Anita Operating Company 1984
Stock Option Program (the "Operating Program") and the form of Joint
Registration Statement to be filed by you with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933
of an additional 222,820 shares of paired common stock, consisting of one share
of Santa Anita Realty Enterprises, Inc. Common Stock (par value $0.10) paired
with one share of Santa Anita Operating Company Common Stock (par value $0.10)
(the "Securities"). We are familiar with the proceedings heretofore taken and
proposed to be taken by you in connection with adoption of the Operating Program
and the authorization, issuance and sale of the Securities.
Based upon such examination and upon such matters of fact and law as we
have deemed relevant, and subject to (i) the requisite additional proceedings
being duly taken by you as are contemplated by us prior to the issuance and sale
of the Securities, and (ii) any required approval by other regulatory
authorities of the issuance and sale of the Securities in the manner proposed by
you, we are of the opinion that the Securities have been duly authorized by all
necessary corporate action on your part and, when issued in accordance with such
authorization and appropriate action as contemplated thereby and by the
<PAGE>
operating Program and related agreements, the Securities will be validly issued
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement on Form S-8 for the Operating Program.
Respectfully submitted,
/s/ O'MELVENY & MYERS
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 and related Prospectus of our report dated February 16, 1993
accompanying the financial statements and schedules of:
(a) Santa Anita Realty Enterprises, Inc.;
(b) Santa Anita Operating Company and Subsidiaries; and
(c) Santa Anita Realty Enterprises, Inc., and Santa Anita Operating
Company and Subsidiaries Combined.
Appearing in the above listed entities' Joint 1992 Annual Report to Shareholders
and is included or incorporated by reference in the above listed entities'
Annual Report on Form 10-K for the year ended December 31, 1992.
/s/ KENNETH LEVENTHAL & COMPANY
Newport Beach, California
January 4, 1994
