As filed with the Securities and Exchange Commission on
September 22, 1997.
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
JOINT REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
<TABLE>
<S> <C>
SANTA ANITA REALTY SANTA ANITA
ENTERPRISES, INC. OPERATING COMPANY
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
Delaware Delaware
(State or other jurisdiction of ( State or other jurisdiction
incorporation or organization) of incorporation or organization)
95-3520818 95-3419438
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
301 West Huntington Drive, Suite 405 285 West Huntington Drive
Arcadia, California 91007 Arcadia, California 91007
(Address of principal executive offices) (Address of principal executive offices)
</TABLE>
SANTA ANITA REALTY ENTERPRISES, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
(Full title of the plan)
Brian L. Fleming Kathryn J. McMahon
P.O. Box 60025 P.O. Box 60014
Arcadia, California 91066-6025 Arcadia, California 91066-6014
(818) 574-5550 (818) 574-7223
(Name, address and telephone (Name, address and telephone
number of agent for service) number of agent for service)
___________________
Copy to:
Frederick B. McLane, Esq.
O'MELVENY & MYERS LLP
400 South Hope Street
Los Angeles, California 90071-2899
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Title of Amount offering price per aggregate Amount of
securities to be unit of Paired offering registration
to be registered registered Common Stock price fee
Paired Common Stock<1> 200,000<2> $15.25<3> $3,050,000<3> $924.24<3>
shares
<FN>
<1> Santa Anita Realty Enterprises, Inc. Common Stock, par value
$0.10 per share (the "Realty Common Stock"), paired with
Santa Anita Operating Company Common Stock, par value $0.10
(the "Operating Company Common Stock"). Includes rights (the
"Rights") issuable pursuant to the Rights Agreement, dated
June 15, 1989, among Santa Anita Realty Enterprises, Inc.,
Santa Anita Operating Company, and Union Bank, as Rights
Agent. One Right will be issued with respect to each share
of Realty Common Stock issued under the Plan.
<2> This Joint Registration Statement covers, in addition to the
number of shares of Paired Common Stock stated above, options
to purchase or acquire the shares of Paired Common Stock
covered by the Prospectus and, pursuant to Rule 416, an
additional indeterminate number of shares which by reason of
certain events specified in the Plan may become subject to
the Plan.
<3> Pursuant to Rule 457(h), the aggregate offering price and the
fee were computed on the basis of the price at which the
options may be exercised.
</FN>
</TABLE>
The Exhibit Index included in this Joint
Registration Statement is at page 11.
<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 Securities and
Exchange Commission Rule 428(b)(1). 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, which include
the statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Santa Anita Realty
Enterprises, Inc. ("Realty") and Santa Anita Operating Company
("Operating Company", Realty and Operating Company being sometimes
referred to herein individually as a "Registrant" and collectively
as the "Registrants") filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) Registrants' Joint Annual Report on Form 10-K, as amended
by amendments on Form 10K/A, for the fiscal year ended
December 31, 1996.
(b) Registrants' Joint Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;
(c) Registrants' Joint Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997;
(d) Registrants' Joint Current Reports on Form 8-K, event
date January 7, 1997, event date April 13, 1997 and event
date April 13, 1997; and
(e) The descriptions of the Realty Common Stock, the Rights
and the Operating Company Common Stock which are
contained in registration statements filed under the
Exchange Act, and any amendment or report filed for the
purpose of updating such descriptions.
All documents subsequently filed by the Registrants pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by
reference into this Joint Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement
contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Joint Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this Joint Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Each of the Realty Common Stock, the Rights, and the
Operating Company Common Stock are registered pursuant to
Section 12 of the Exchange Act, and, therefore, the description of
securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 102 of the General Corporation
Law of Delaware (the "GCL"), both the Certificate of Incorporation
of Realty and the Certificate of Incorporation of Operating Company
eliminate personal liability of its respective directors to such
company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for: (i) any breach of the
duty of loyalty to such company or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional misconduct
or knowing violations of law; (iii) liability under Section 174 of
the GCL relating to certain unlawful dividends and stock
repurchases; or (iv) any transaction from which the director
derived an improper personal benefit.
As permitted by Section 145 of the GCL, Realty's By-Laws
and Operating Company's By-Laws provide for indemnification of
directors and officers (and permit the respective Boards of
Directors to provide for indemnification of employees and agents)
of such Registrants against all costs, charges, expenses,
liabilities and losses (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and other amounts paid in
settlement) actually and reasonably incurred by them in connection
with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, in which any such person was or is a party or is
threatened to be made a party, if such person acted in good faith
and in a manner such person reasonably believed to be in or not
opposed to the best interest of such Registrant and, with respect
to any criminal action or proceeding, if such person had no
reasonable cause to believe his conduct was unlawful. In the case
of an action or suit by or in the right of the respective
Registrant, such a person may be indemnified only for expenses
(including attorneys' fees) and may not be indemnified in respect
of any claim, issue or matter as to which he has been adjudged
liable for negligence or misconduct in the performance of his duty
to the respective Registrant, unless and only to the extent the
court in which such action or suit was brought determines that such
person is fairly and reasonably entitled to indemnity for such
expenses as such court may deem proper. In each case,
indemnification of an officer or director shall be made only upon
specific authorization of a majority of disinterested directors, by
written opinion of independent legal counsel or by the
shareholders, unless the officer or director has been successful on
the merits or otherwise in defense of any such action or suit, in
which case he shall be indemnified without such authorization.
Both Realty's By-Laws and Operating Company's By-Laws require such
Registrant to pay the expenses incurred by a director or officer in
defending or investigating a threatened or pending action, suit or
proceeding in advance of the final disposition of such action, suit
or proceeding upon receipt by such Registrant of an undertaking by
or on behalf of such director or officer to repay such amount if it
is ultimately determined that he is not entitled to indemnification
and permit such Registrant to advance such expenses to other
employees and agents of such Registrant upon such terms and
conditions as are specified by the respective Registrant's Board of
Directors. The advancement of expenses, as well as
indemnification, pursuant to each Registrant's By-Laws is not
exclusive of any other rights which those seeking indemnification
or advancement of expenses from such Registrant may have.
Individual indemnification agreements (the
"Indemnification Agreements") have been entered into by each Realty
and Operating Company with certain of its directors and officers.
The Indemnification Agreements provide for indemnification to the
fullest extent permitted by law and provide contractual assurance
to directors and officers that indemnity and advancement of
expenses will be available to them regardless of any amendment or
revocation of such Registrant's By-Laws.
Both Realty's By-Laws and Operating Company's By-Laws
permit such Registrant to purchase and maintain insurance on behalf
of any director, officer, employee or agent of such Registrant
against liability asserted against him or her in any such capacity,
whether or not such Registrant would have the power to indemnify
him against such liability under the provisions of the By-Laws.
Both Realty and Operating Company maintain liability insurance
providing officers and directors with coverage with respect to
certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Joint Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933,
as amended (the "Securities Act");
(ii) To reflect in the prospectus any
facts or events arising after the effective date
of the Joint 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
the Joint Registration Statement; and
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in the Joint
Registration Statement or any material change to
such information in the Joint Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
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 Exchange Act that are
incorporated by reference in the Joint 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; and
(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.
(b) The undersigned Registrants hereby undertake that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrants' annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Joint 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 Registrants pursuant to the
provisions described in Item 6 above, or otherwise, the
Registrants have 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 Registrants 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 Registrants 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>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, Realty 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 Joint Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Arcadia, State of California, as of September 11, 1997.
SANTA ANITA REALTY ENTERPRISES, INC.
By: /s/ Brian L. Fleming
Name: Brian L. Fleming
Title: Acting President and
Chief Executive
Officer and Executive Vice
President
and Chief Financial
Officer (Principal
Executive and Financial
Officer)
Pursuant to the requirements of the Securities Act of
1933, Operating Company 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 Joint Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Arcadia, State of California, as of
September 11, 1997.
SANTA ANITA OPERATING COMPANY
By: /s/ William C. Baker
Name: William C. Baker
Title: Chairman of the
Board and Chief Executive
Officer (Principal
Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints William C. Baker, Brian L. Fleming and Kathryn J.
McMahon his or her true and lawful attorneys-in-fact and agents,
each acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Joint 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 or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Joint Registration Statement has been signed below by
the following persons in the capacities indicated as of September
11, 1997.
<TABLE>
<S> <C>
SIGNATURE TITLE
/s/ William C. Baker Chairman of the Board and Chief Executive
William C. Baker Officer (Principal Executive Officer) of
Operating Company and Chairman of the
Board of Realty
/s/ Richard S. Cohen Director of Operating Company and Director
Richard S. Cohen of Realty
_________________ Director of Operating Company and Director of
James P. Conn Realty
/s/ Arthur Lee Crowe Director of Operating Company and Director of
Arthur Lee Crowe Realty
__________________ Director of Operating Company and Director of
John C. Cushman, III Realty
/s/ Brian L.Fleming Acting President and Chief Executive Officer and
Brian L. Fleming Executive Vice President and Chief Financial
Officer (Principal Executive and
Financial Officer) of Realty and
Director of Realty
/s/ Clifford C. Goodrich Executive Vice President and Director of
Clifford C. Goodrich Operating Company
/s/ Taylor B. Grant Director of Operating Company and Director of
Taylor B. Grant Realty
/s/ J. Terrence Lanni Director of Operating Company and Director of
J. Terrence Lanni Realty
_____________________ Director of Operating Company and Director of
Thomas P. Mullaney Realty
_____________________ Director of Operating Company and Director of
William D. Schulte Realty
/s/ Elizabeth P. Haug Controller (Principal Financial Officer) of
Elizabeth P. Haug Operating Company
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit Sequentially
Number Description Numbered Page
4.1 Nonstatutory Stock Option Agreement
between Santa Anita Realty Enterprises,
Inc. and William C. Baker, dated as of
April 1, 1996 (incorporated by reference to
the appendix to the revised definitive Joint
Proxy Statement of Santa Anita Realty
Enterprises, Inc. and Santa Anita Operating
Company dated April 8, 1996).
4.2 Pairing Agreement by and between Santa
Anita Realty Enterprises, Inc. and Santa
Anita Operating Company, dated as of
December 20, 1979 (incorporated by reference
to Exhibit 5 to Registration Statement on
Form 8-A of Santa Anita Operating Company
filed February 5, 1980).
4.3 Rights Agreement, dated June 15, 1989,
among Santa Anita Realty Enterprises, Inc.,
Santa Anita Operating Company, and Union Bank,
As Rights Agent (incorporated by reference to
Exhibit 5 to Registration Statement on Form 8-A
of Santa Anita Operating Company filed
February 5, 1980).
5 Opinion of O'Melveny & Myers LLP. 12
23.1 Consent of Ernst & Young LLP 14
23.2 Consent of KPMG Peat Marwick LLP 15
23.3 Consent of KPMG Peat Marwick LLP 16
23.4 Consent of O'Melveny & Myers LLP (included
in Exhibit 5).
24. Power of Attorney (included in this
Registration Statement under "Signatures").
</TABLE>
<PAGE>
EXHIBIT 5
September
22
1 9 9 7
(213) 669-6000
750,014-058
Santa Anita Realty Enterprises, Inc.
301 West Huntington Drive, Suite 405
Arcadia, California 91007
Santa Anita Operating Company
285 West Huntington Drive
Arcadia, California 91007
Re: Registration Statement on Form S-8
Dear Ladies and Gentlemen:
In connection with the registration under the
Securities Act of 1933, as amended (the "Act") of 200,000 shares
of Common Stock of Santa Anita Realty Enterprises, Inc.
("Realty"), par value $0.10 per share ("Realty Common Stock"),
and 200,000 shares of Common Stock of Santa Anita Operating
Company ("Operating"), par value $0.10 per share ("Operating
Common Stock"), to be issued in connection with the Nonstatutory
Stock Option Agreement (the "Agreement"), dated April 1, 1996, by
and between Realty and William C. Baker, pursuant to the
Registration Statement on Form S-8 (the "Registration
Statement"), filed with the Securities and Exchange Commission on
September 22, 1997, you have requested our opinion set forth
below. Such shares of Realty Common Stock and Operating Common
Stock, which will be paired for transfer and trading purposes,
are referred to herein as "Shares."
We have considered such facts and examined such
questions of law as we have considered appropriate for purposes
of rendering the opinion expressed below.
We are opining only as to the General Corporation Law
of the State of Delaware and we express no opinion with respect
to the applicability or the effect of any other laws or as to any
matters of municipal law or of any other local agencies within
any state.
Subject to the foregoing and in reliance thereon, in
our opinion, upon payment for and delivery of the Shares in
accordance with the terms and conditions set forth in the
Agreement and the countersigning of the certificate or
certificates representing the Shares by a duly authorized
signatory of the registrar for the Operating Common Stock and the
Realty Common Stock, the Shares will be duly authorized, validly
issued, fully paid and non-assessable.
We consent to your filing this opinion as an exhibit to
the Registration Statement.
Very truly yours,
O'MELVENY & MYERS LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference of our report
dated April 14, 1997 accompanying the financial statement and
schedules of:
(a) Santa Anita Companies
(b) Santa Anita Realty Enterprises, Inc., and
(c) Santa Anita Operating Company and Subsidiaries
appearing in the above-listed entities' Annual Report on Form 10-
K, as amended by amendments on Form 10-K/A, for the year ended
December 31, 1996 in the joint Registration Statement on Form S-8
and related Prospectus for the Nonstatutory Stock Option
Agreement between Santa Anita Realty Enterprises, Inc. and
William C. Baker filed by Santa Anita Realty Enterprises, Inc.
and Santa Anita Operating Company.
Ernst & Young LLP
Los Angeles, California
September 16, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Boards of Directors
Santa Anita Realty Enterprise, Inc.
and
Santa Anita Operating Company:
We consent to incorporation by reference in the Joint
Registration Statement on Form S-8 and related propsectus for the
Nonstatutry Stock Option Agreement between Santa Anita Realty
Enterprises, Inc. and William C. Baker filed by Santa Anita
Realty Enterprises, Inc. and Santa Anita Operating Company of our
report dated February 10, 1997, relating to the consolidated
balance sheets of H-T Associates and subsidiary (the
"Partnership") as of December 31, 1996 and 1995, and the related
consolidated statements of operations, partners' capital
(deficit) and cash flows for each of the years in the three-year
period ended December 31, 1996, which report appears in the
December 31, 1996 Joint Annual Report on Form 10-K, as amended by
amendments on Form 10-K/A, of Santa Anita Realty Enterprises,
Inc. and Santa Anita Operating Company. Our report dated
February 10, 1997, contains an explanatory paragraph that states
that the Partnership's primary subsidiary is in technical default
on its notes payable at December 31, 1996. As such, those notes
may be callable at the lender's discretion. This technical
default raises substantial doubt about the Partnership's ability
to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
KPMG Peat Marwick LLP
San Diego, California
September 18, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Boards of Directors
Santa Anita Realty Enterprise, Inc.
and
Santa Anita Operating Company:
We consent to incorporation by reference in the Joint
Registration Statement on Form S-8 and related propsectus for the
Nonstatutry Stock Option Agreement between Santa Anita Realty
Enterprises, Inc. and William C. Baker filed by Santa Anita
Realty Enterprises, Inc. and Santa Anita Operating Company of our
report dated February 7, 1997, relating to the balance sheets of
Anita Associates as of December 31, 1996 and 1995, and the
related statements of income, partners' deficit and cash flows
for each of the years in the three-year period ended December 31,
1996, which report appears in the December 31, 1996 Joint Annual
Report on Form 10-K, as amended by amendments on Form 10-K/A, of
Santa Anita Realty Enterprises, Inc. and Santa Anita Operating
Company.
KPMG Peat Marwick LLP
San Diego, California
September 18, 1997
