As filed with the Securities and Exchange Commission on October 1, 1998
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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INTERSTATE/ JOHNSON LANE, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 56-1470946
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
IJL FINANCIAL CENTER
201 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28202
(Address of principal executive offices) (Zip Code)
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INTERSTATE/ JOHNSON LANE, INC.
LONG-TERM INCENTIVE PLAN
AS AMENDED AND RESTATED
EFFECTIVE OCTOBER 21, 1997
(Full title of the Plan(s))
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MICHAEL D. HEARN
SECRETARY AND GENERAL COUNSEL
INTERSTATE/ JOHNSON LANE, INC.
IJL FINANCIAL CENTER
201 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28202
(Name and Address of Agent for Service)
(704) 379-9000
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
BARNEY STEWART III, ESQ.
MOORE & VAN ALLEN, PLLC
NATIONSBANK CORPORATE CENTER
100 NORTH TRYON STREET, FLOOR 47
CHARLOTTE, NORTH CAROLINA 28202-4003
(704) 331-1000
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Proposed Maximum Maximum
Securities to be Amount to be Offering Price Per Aggregate Amount of
Registered Registered Share(1) Offering Price Registration Fee
<S> <C> <C> <C> <C>
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Common Stock 650,000 shares $29.50 $19,175,000 $5,656.63
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(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), solely for the purpose of calculating the
registration fee, based upon the closing price reported by the New York
Stock Exchange on October 1, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Interstate/ Johnson Lane,
Inc., a Delaware corporation (the "Company" or the "Registrant"), with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1997 (File No. 001-08592);
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1997, March 31, 1998 and June 30, 1998; and
(c) The description of the common stock contained in the Company's
Registration Statement on Form 8-A, which became effective on July 31, 1985.
In addition, all documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all the securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") permits a corporation to indemnify its directors and officers
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding, whether criminal or civil, brought by a third party
if such directors or officers acted in good faith and in a manner they
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
reason to believe their conduct was unlawful. In a derivative action,
indemnification may be made only for expenses actually and reasonably incurred
by directors and officers in connection with the defense or settlement of an
action or suit and only with respect to a matter as to which they shall have
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made if such person shall have been adjudged liable to the corporation,
unless and only to the extent that the court in which the action or suit was
brought shall determine upon application that the defendant officers or
directors are reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Section 102 of the Delaware Law provides that a corporation may include in
its certificate of incorporation a provision eliminating or limiting the
personal liability of directors for monetary damages for breach of fiduciary
duty, provided that such provision shall not eliminate or limit the liability of
a director: (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in good faith
that involve intentional misconduct or a knowing violation of the law; (iii)
conduct in violation of Section 174 of the Delaware
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Law (which section relates to unlawful distributions); or (iv) for any
transaction from which the director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- ----------- -----------------------
4 Interstate/ Johnson Lane, Inc. Long-Term Incentive Plan as
Amended and Restated Effective October 21, 1997 (incorporated by
reference to Exhibit 10(o) in the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1997 (File No.
001-08592))
23 Consent of Independent Accountants
24 Power of Attorney (included on the signature page)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
(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.
(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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 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 Securities Act and will be governed by the final
adjudication of such issue.
3
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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 Charlotte, State of North Carolina, on September 28,
1998.
INTERSTATE/ JOHNSON LANE, INC.
By: /s/ JAMES H. MORGAN
--------------------------
James H. Morgan
President, Chief Executive Officer and
Chairman of the Board of Directors
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints James
H. Morgan and Edward C. Ruff, and each of them, his true and lawful
attorney-in-fact and agent, 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 (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 attorney-in-fact and agent 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 attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registrant Statement has been signed by the following persons in the capacities
and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C> <C>
/s/ JAMES H. MORGAN President, Chief Executive October 1, 1998
- --------------------------- Officer and Chairman of the
James H. Morgan Board of Directors
/s/ EDWARD C. RUFF Executive Vice President, October 1, 1998
- --------------------------- Chief Operating Officer and
Edward C. Ruff Director
/s/ LEWIS F. SEMONES, JR. Chief Financial Officer October 1, 1998
- --------------------------- (Principal Financial
Lewis F. Semones, Jr. Officer)
/s/ C. FRED WAGSTAFF, III Assistant Vice President October 1, 1998
- --------------------------- (Principal Accounting
C. Fred Wagstaff, III Officer)
/s/ JOHN B. ELLIS
- ---------------------------
John B. Ellis Director October 1, 1998
/s/ J. ALEX MCMILLAN, III
- ---------------------------
J. Alex McMillan, III Director October 1, 1998
4
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/s/ B. FRANKLIN SKINNER
- ---------------------------
B. Franklin Skinner Director October 1, 1998
/s/ PETER R. KELLOGG
- ---------------------------
Peter R. Kellogg Director October 1, 1998
/s/ DUDLEY G. PEARSON
- ---------------------------
Dudley G. Pearson Director October 1, 1998
/s/ GRADY G. THOMAS, JR.
- ---------------------------
Grady G. Thomas, Jr. Director October 1, 1998
/s/ MINOR MICKEL SHAW
- ---------------------------
Minor Mickel Shaw Director October 1, 1998
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5
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Interstate/ Johnson Lane, Inc. (the "Company") on Form S-8 of our
report dated October 21, 1997, on our audits of the consolidated financial
statements and financial statement schedule of Interstate/ Johnson Lane, Inc. as
of September 30, 1997 and 1996, and for each of the three years in the period
ended September 30, 1997, which report is included in this Annual Report on Form
10-K.
/S/ PRICEWATERHOUSE COOPERS L.L.P.
PriceWaterhouse Coopers L.L.P.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Interstate/Johnson Lane, Inc. (the "Company") on Form S-8 of our
report dated October 21, 1997, on our audits of the consolidated financial
statements and financial statement schedule of Interstate/Johnson Lane, Inc. as
of September 30, 1997 and 1996, and for each of the three years in the period
ended September 30, 1997, which report is included in the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1997.
PriceWaterhouse Coopers L.L.P.
Charlotte, North Carolina
September 30, 1998
