As filed with the Securities and Exchange Commission on February 24, 1994.
Registration No. 33-
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LOMAS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-1043392
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1600 Viceroy Drive
Dallas, Texas 75235
(Address of principal executive offices) (Zip Code)
LOMAS FINANCIAL CORPORATION
1991 LONG TERM INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
Louis P. Gregory, Esq. 214-879-7070
LOMAS FINANCIAL CORPORATION (Telephone number, including
1600 Viceroy Drive area code, of agent for service)
Dallas, Texas 75235
(Name and address of agent for service)
Approximate date of commencement of sales pursuant to the Plan: As soon as
practicable after the effective date of this Registration Statement, upon
grant of awards under the Plan.
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
Title of Amount to be Proposed Proposed Amount of
Securities Registered (1) Maximum Maximum Registration
to be Offering Price Aggregate Fee
Registered Per Share (2) Offering Price
(2)
- ----------------------------------------------------------------------------
Common 97,500 $7.5625 $737,343.75 $254.26
Stock, $1.00 Shares
par value
- ----------------------------------------------------------------------------
(1) Plus an indeterminate number of additional shares which may be
offered and issued to prevent dilution resulting from stock splits,
stock dividends or other similar transactions.
(2) Pursuant to Rule 457(h) promulgated under the Securities Act of
1933, as amended, the offering price is estimated solely for the
purpose of calculating the registration fee on the basis of 97,500
shares of Common Stock issuable pursuant to the employee benefit
plan referred to herein at a price based upon the average of the
high and low sale prices of the Common Stock being registered
hereby on the New York Stock Exchange Composite Tape on February
23, 1994.<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Lomas Financial Corporation (the "Company") hereby incorporates
herein by reference the following documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1993 (the "Annual Report");
(2) All documents or reports filed pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") subsequent to the filing of the Annual Report and prior to
the filing of a post-effective amendment indicating that all securities
offered hereunder have been sold or deregistering all such securities then
remaining unsold; and
(3) The description of the Company's Common Stock contained in
the Company's registration statement on Form 8-A filed on January 6, 1992,
under Section 12 of the Exchange Act, including any amendment thereto or
report filed for the purpose of updating such description.
Item 5. Experts.
The consolidated financial statements of Lomas Financial
Corporation at June 30, 1993 and 1992, and for each of the three years in
the period ended June 30, 1993, appearing in the Company's Annual Report on
Form 10-K have been audited by Ernst & Young, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are, and audited financial statements
to be included in subsequently filed documents will be, incorporated herein
in reliance upon the reports of Ernst & Young pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 145 of the General Corporation Law
of Delaware and to Article TENTH of the Restated Certificate of
Incorporation of the registrant as set forth below.
Section 145 of the General Corporation Law of Delaware provides
in part as follows:
"(a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
"(b) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
"(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
* * *
"(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
such office.
"(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this section.
"(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger with, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this Section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
"(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
"(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person."
Article TENTH of the registrant's Restated Certificate of Incor-
poration provides in part as follows:
"(1) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director to the fullest extent permitted by Delaware
Law.
"(2)(a) Each person (and the heirs, executors or administrators of
such person) who was or is a party or is threatened to be made a party to,
or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless by the
Corporation to the fullest extent permitted by Delaware Law. The right to
indemnification conferred in this ARTICLE TENTH shall also include the
right to be paid by the Corporation the expenses incurred in connection
with any such proceeding in advance of its final disposition to the fullest
extent permitted by Delaware Law. The right to indemnification conferred
in this ARTICLE TENTH shall be a contract right.
"(b) The Corporation may, by action of its Board of Directors,
provide indemnification to such of the employees and agents of the
Corporation to such extent and to such effect as the Board of Directors
shall determine to be appropriate and authorized by Delaware Law.
"(3) The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss incurred by such person in any such capacity
or arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under Delaware Law.
"(4) The rights and authority conferred in this ARTICLE TENTH shall
not be exclusive of any other right which any person may otherwise have or
hereafter acquire.
"(5) Neither the amendment nor repeal of this ARTICLE TENTH, nor the
adoption of any provision of this Certificate of Incorporation or the
bylaws of the Corporation, nor, to the fullest extent permitted by Delaware
Law, any modification of law, shall eliminate or reduce the effect of this
ARTICLE TENTH in respect of any acts or omissions occurring prior to such
amendment, repeal, adoption or modification."
As authorized by its Restated Certificate of Incorporation and the
laws of the State of Delaware, the registrant may enter into agreements
with its directors and certain officers to indemnify such persons for
certain liabilities which may be incurred by them in the performance of
their duties, within specified limits.
Item 8. Exhibits.
The following is a complete list of Exhibits filed as part of
this Registration Statement:
Exhibit No.
4(a) Restated Certificate of Incorporation as filed November 15, 1993
with the Secretary of State of the State of Delaware
(incorporated by reference to Exhibit 3.1 of the registrant's
Report on Form 10-Q dated November 15, 1993).
5 Opinion of Louis P. Gregory, General Counsel of the registrant,
with respect to the legality of the securities registered under
this Registration Statement.
23 Consent of Ernst & Young to the use of their report in the Annual
Report as incorporated by reference in this Registration
Statement and to the reference to that firm under the caption
"Item 5. Experts."
24 Power of Attorney (appears on the signature page of this
registration statement).
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes:
(a) 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 the
registration statement; and
(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;
provided, however, that paragraphs (l)(a)(i) and (l)(a)(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 Securities Exchange Act of
1934 that are incorporated by reference in the registration statement;
(b) 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; and
(c) to remove from registration by means of a post-effective amend-
ment any of the securities being registered which remain unsold at the
termination of the offering.
(2) 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 Section
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.
(3) 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.
<PAGE>
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 Dallas, State of Texas, on
February 24, 1994.
LOMAS FINANCIAL CORPORATION
By: /s/ Gary White
-----------------------------------------
Gary White
Senior Vice President and Controller
Pursuant to the requirements of the Securities Act of 1993, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Jess Hay Chairman of the Board February 24, 1994
- ---------------------------- and Chief Executive
Jess Hay Officer (principal
executive officer
/s/Robert E. Byerley, Jr. Senior Vice President February 24, 1994
- ---------------------------- and Treasurer
Robert E. Byerley, Jr. (principal financial
officer)
/s/ Gary White Senior Vice President February 24, 1994
- ---------------------------- and Controller
Gary White (principal accounting
officer)
<PAGE>
/s/ Gene H. Bishop Director January 25, 1994
- ----------------------------
Gene H. Bishop
/s/ Robert G. Boucher Director January 25, 1994
- ----------------------------
Robert G. Boucher
/s/ Dolph Briscoe Director January 25, 1994
- ----------------------------
Dolph Briscoe
/s/ James L. Crowson Director January 25, 1994
- ----------------------------
James L. Crowson
/s/ Rod Dammeyer Director January 25, 1994
- ----------------------------
Rod Dammeyer
/s/ Mark M. Feldman Director January 25, 1994
- ----------------------------
Mark M. Feldman
/s/ Robert LeBuhn Director January 25, 1994
- ----------------------------
Robert LeBuhn
/s/ Robert V. Lindsay Director January 25, 1994
- ----------------------------
Robert V. Lindsay
/s/ Reid Nagle Director January 25, 1994
- ----------------------------
Reid Nagle
/s/ Diana Natalicio Director January 25, 1994
- ----------------------------
Diana Natalicio
/s/ Hugh G. Robinson Director January 25, 1994
- ----------------------------
Hugh G. Robinson
/s/ Douglas L. Rock Director January 25, 1994
- ----------------------------
Douglas L. Rock
/s/ Harvey M. Schuster Director January 25, 1994
- ----------------------------
Harvey M. Schuster
/s/ Paul T. Walker Director January 25, 1994
- ----------------------------
Paul T. Walker
/s/ W. Ray Wallace Director January 25, 1994
- ----------------------------
W. Ray Wallace
/s/ Paul S. Wolansky Director January 25, 1994
- ----------------------------
Paul S. Wolansky
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Description Numbered Page
- ------- ------------------- -------------
5 Opinion of Louis P. Gregory, General Counsel II-11
of the registrant, with respect to the
legality of the securities registered under
this Registration Statement.
23 Consent of Ernst & Young to the use of their II-12
report in the Annual Report as incorporated by
reference in this Registration Statement and
to the reference to that firm under the
caption "Item 5. Experts."
24 Power of Attorney. II-13
<PAGE>
EXHIBIT 5
February 24, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
I am General Counsel of Lomas Financial Group,
particularly including Lomas Financial Corporation. I
have acted as counsel to Lomas Financial Corporation in
connection with the filing of a Registration Statement
(the "Registration Statement") on Form S-8 under the
Securities Act of 1933, as amended, relating to 97,500
shares of common stock, par value $1.00 per share (the
"Common Stock"), of Lomas Financial Corporation,
deliverable in accordance with the Lomas Financial
Corporation 1991 Long Term Incentive Plan for Non-
Employee Directors (the "Directors Plan"), as referred to
in such Registration Statement.
I have examined originals or copies, certified or
otherwise identified to my satisfaction, of such
documents, corporate records, certificates of public
officials and other instruments relating to the adoption
of the Directors Plan as I have deemed necessary or
advisable for the purpose of this opinion.
Upon the basis of the foregoing, I am of the opinion that
the Common Stock deliverable pursuant to the Directors
Plan has been duly authorized and, when issued in
accordance with the terms of the Directors Plan, will be
validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5 to
the Registration Statement.
Very truly yours,
Louis P. Gregory
LPG/cjs
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement and related Prospectus to be dated on or about
February 24, 1994, pertaining to the Lomas Financial Corporation 1991 Long
Term Incentive Plan for Non-Employee Directors and to the incorporation by
reference therein of our report dated August 27, 1993, with respect to the
consolidated financial statements and financial statement schedules of
Lomas Financial Corporation included in its Form 10-K for the year ended
June 30, 1993, filed with the Securities and Exchange Commission.
ERNST & YOUNG
Dallas, Texas
February 23, 1994
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jess Hay and James L. Crowson, or either of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with all exhibits thereto,
and other documents in connection herewith, with the Securities and
Exchange Commission, granting unto each of said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that either of said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Gene H. Bishop Director January 25, 1994
- ----------------------------
Gene H. Bishop
/s/ Robert G. Boucher Director January 25, 1994
- ----------------------------
Robert G. Boucher
/s/ Dolph Briscoe Director January 25, 1994
- ----------------------------
Dolph Briscoe
/s/ Rod Dammeyer Director January 25, 1994
- ----------------------------
Rod Dammeyer
/s/ Mark M. Feldman Director January 25, 1994
- ----------------------------
Mark M. Feldman
/s/ Robert LeBuhn Director January 25, 1994
- ----------------------------
Robert LeBuhn
/s/ Robert V. Lindsay Director January 25, 1994
- ----------------------------
Robert V. Lindsay
/s/ Reid Nagle Director January 25, 1994
- ----------------------------
Reid Nagle
<PAGE>
/s/ Diana Natalicio Director January 25, 1994
- ----------------------------
Diana Natalicio
/s/ Hugh G. Robinson Director January 25, 1994
- ----------------------------
Hugh G. Robinson
/s/ Douglas L. Rock Director January 25, 1994
- ----------------------------
Douglas L. Rock
/s/ Harvey M. Schuster Director January 25, 1994
- ----------------------------
Harvey M. Schuster
/s/ Paul T. Walker Director January 25, 1994
- ----------------------------
Paul T. Walker
/s/ W. Ray Wallace Director January 25, 1994
- ----------------------------
W. Ray Wallace
/s/ Paul S. Wolansky Director January 25, 1994
- ----------------------------
Paul S. Wolansky
