As filed with the Securities and Exchange Commission on December 2, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MERRY-GO-ROUND ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0913402
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3300 Fashion Way
Joppa, Maryland 21085
(Address of Principal Executive Offices) (Zip Code)
Merry-Go-Round Enterprises, Inc. 1989 Long-Term Incentive Plan
(Full title of the plan)
Isaac Kaufman
Merry-Go-Round Enterprises, Inc.
3300 Fashion Way
Joppa, Maryland 21085
(Name and address of agent for service)
(410) 538-1000
(Telephone number, including area code, of agent for service)
Copy To:
Ariel Vannier, Esquire
Venable, Baetjer and Howard
1800 Mercantile Bank & Trust Building
Two Hopkins Plaza
Baltimore, Maryland 21201
(410) 244-7567
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of
securities to be Amount to be offering price aggregate registration
registered (1) registered per share offering price (2) fee
<S> <C> <C> <C> <C>
Common Stock 1,700,000 $1.1875 $2,018,750 $696.12
$.01 Par Value Shares
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(1) Includes as to each share of Common Stock, a right, not currently
exercisable or separately tradeable, to purchase additional securities
upon the occurrence of certain future events, pursuant to the Shareholder
Protection Rights Agreement, dated September 20, 1991.
(2) Calculated solely for the purpose of computing the registration fee
pursuant to Rules 457(c) and (h), based upon the average of the high and
low prices of Merry-Go-Round Enterprises, Inc. Common Stock reported on
the New York Stock Exchange, Inc. on November 30, 1994.
<PAGE>
<PAGE>
Pursuant to General Instruction E to Form S-8, this
Registration Statement on Form S-8 incorporates by reference
the contents of the Registration Statement on Form S-8,
Registration No. 33-35947, filed with the Securities and
Exchange Commission on July 18, 1990, and Registration
Statement on Form S-8, Registration No. 33-68048, filed with
the Securities and Exchange Commission on August 27, 1993.
<PAGE>
<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 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 County of Harford, State of Maryland, on
this 2nd day of December, 1994.
MERRY-GO-ROUND ENTERPRISES, INC.
By: /s/ Michael D. Sullivan
Michael D. Sullivan, President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Signature/Title Date
/s/ Leonard Weinglass December 2, 1994
Leonard Weinglass
Chairman of the Board and Chief
Executive Officer (Principal
Executive Officer)
/s/ Isaac Kaufman December 2, 1994
Isaac Kaufman
Executive Vice President,
Chief Financial Officer,
Secretary, Treasurer and Director
(Principal Accounting Officer)
/s/ Frank C. Peters December 2, 1994
Frank C. Peters
Vice President and Controller
(Principal Accounting Officer)
The Board of Directors:
Raymond F. Altman, Robert B. Bank, Alan E. Berkowitz
and Michael D. Sullivan
By: /s/Isaac Kaufman December 2, 1994
Isaac Kaufman
Attorney-in-Fact
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<PAGE>
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Exhibit Index
<CAPTION>
Exhibit Number Description Page
<S> <C> <C>
Rights Agreement dated as of *
September 20, 1991, between the
Registrant and the Rights Agent
including Form of Rights Certificate
(incorporated by reference to Form 8-K,
dated September 20, 1991, Exhibit 4(a))
5 Opinion of Venable, Baetjer 5
and Howard (filed herewith)
23(a) Consent of Venable, Baetjer *
and Howard (included in
Exhibit 5)
23(b) Consent of Independent 7
Auditors (filed herewith)
24 Power of Attorney (filed herewith) 9
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Exhibit 5
December 2, 1994
Merry-Go-Round Enterprises, Inc.
3300 Fashion Way
Joppa, MD 21085
Ladies and Gentlemen:
We have acted as counsel for Merry-Go-Round
Enterprises, Inc. (the "Company") in connection with a
registration statement on Form S-8 being filed with the
Securities and Exchange Commission (the "Registration
Statement"), registering 1,700,000 shares of Common Stock (par
value $.01 per share) of the Company (the "Shares") for
issuance and sale pursuant to the Company's 1989 Long Term
Incentive Plan (the "Plan").
We have examined the Company's Charter, its By-laws,
the Registration Statement, the Plan and such records of the
Company as we have deemed to be necessary to render the opinion
set forth herein.
Based on such examination, we are of the opinion that:
1. The Company is duly organized and validly
existing as a corporation in good standing under the laws of
the State of Maryland.
2. The Shares have been duly authorized for issuance
and when sold, issued and paid for as contemplated in the
Registration Statement, will have been validly issued and will
be fully paid and nonassessable shares of Common Stock of the
Company under the laws of the State of Maryland.
We consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement and to the use of our name therein.
Very truly yours,
VENABLE, BAETJER AND HOWARD
EXHIBIT 23(b)
Consent of Independent Auditors
The Board of Directors
Merry-Go-Round Enterprises, Inc.:
We consent to the use of our reports incorporated herein by
reference.
KPMG PEAT MARWICK LLP
Baltimore, Maryland
December 1, 1994
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
directors and officers of Merry-Go-Round Enterprises, Inc., a
Maryland corporation (the "Company"), hereby constitute and
appoint Leonard Weinglass and Isaac Kaufman, or either of them
acting singly, the true and lawful agents and attorneys-in-fact
of the undersigned with full power and authority in said agents
and attorneys-in-fact, or either of them, to sign for the
undersigned and their respective names, as directors and as
officers of the Company, a Registration Statement on Form S-8
or other appropriate form (and any pre-effective or
post-effective amendment or supplement to such Registration
Statement), to be filed under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission relating
to the Common Stock to be issued by the Company in connection
with the Company's 1989 Long-Term Incentive Plan.
Capacity Date
/s/ Leonard Weinglass Chairman of the Board December 2, 1994
Leonard Weinglass and Chief Executive
Officer (Principal
Executive Officer)
/s/ Michael D. Sullivan President and Director December 2, 1994
Michael D. Sullivan
/s/ Isaac Kaufman Executive Vice President, December 2, 1994
Isaac Kaufman Chief Financial Officer,
Secretary, Treasurer and
Director (Principal Financial
Officer)
/s/ Frank C. Peters Vice President and December 2, 1994
Frank C. Peters Controller (Principal
Accounting Officer)
/s/ Raymond F. Altman Director December 2, 1994
Raymond F. Altman
/s/ Robert B. Bank Director December 2, 1994
Robert B. Bank
/s/ Alan E. Berkowitz Director December 2, 1994
Alan E. Berkowitz
