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FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NO. 333-51059
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 1, 1998)
1,200,000 SHARES
M/I SCHOTTENSTEIN HOMES, INC.
COMMON STOCK
---------------
This Prospectus Supplement and the accompanying Prospectus relate to
1,200,000 shares of Common Stock (the "Shares"), par value $.01 per share, of
M/I Schottenstein Homes, Inc. (the "Company"), offered hereby (the "Offering")
by the Company.
The Common Stock of the Company is traded on the New York Stock Exchange
(the "NYSE"). On May 4, 1998, the closing price for the Common Stock as reported
on the NYSE was $24.50 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The Shares will be purchased from the Company by Smith Barney Inc. ("Salomon
Smith Barney") at a price of $20.50 per share (resulting in $24,600,000
aggregate net proceeds (before expenses) to the Company).
The Shares may be offered by Salomon Smith Barney from time to time in one
or more transactions (which may involve block transactions) on the NYSE, in the
over-the-counter market, through negotiated transactions or otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated,
subject to prior sale, when, as and if delivered to and accepted by Salomon
Smith Barney.
The Company and Salomon Smith Barney have agreed to indemnify each other
against certain liabilities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act").
The Shares are offered, subject to prior sale, when, as and if accepted by
Salomon Smith Barney. It is expected that delivery of the Shares will be made on
or about May 8, 1998 at the office of Salomon Smith Barney, New York, New York,
against payment therefor in immediately available funds.
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SALOMON SMITH BARNEY
The date of this Prospectus Supplement is May 5, 1998.
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RECENT DEVELOPMENTS
On April 27, 1998, the Company issued a press release reporting financial
results for the first quarter ended March 31, 1998. The Company delivered a
record 609 homes in the first quarter of 1998 and had revenue and net income of
$117.2 million and $4.5 million, respectively. Basic net income per share
increased to $0.59 in the first quarter of 1998, up from $0.35 per share in the
first quarter of 1997. New contracts (as defined in the Company's annual report
on Form 10-K) increased 26% to 1,145 units in the first quarter of 1998 from 907
units in the first quarter of 1997. The Company had a Backlog (as defined in the
Company's annual report on Form 10-K) at March 31, 1998 of 2,080 homes with a
sales value of $418.0 million, up from 1,687 homes with a sales value of $308.0
million at March 31, 1997. The average sales price of homes in Backlog at March
31, 1998 was $201,000 compared to $183,000 at March 31, 1997.
On April 22, 1998, the Company paid a cash dividend of $0.05 per share, the
first cash dividend in the Company's history. On April 28, 1998, the Company
declared a cash dividend of $0.05 per share for the third quarter of 1998,
payable July 22, 1998 to shareholders of record on July 1, 1998.
PLAN OF DISTRIBUTION
Upon the terms and subject to the conditions stated in the Underwriting
Agreement dated the date hereof, Salomon Smith Barney has agreed to purchase,
and the Company has agreed to sell to Salomon Smith Barney, all of the Shares.
The Underwriting Agreement provides that the obligations of Salomon Smith
Barney to pay for and accept delivery of the Shares are subject to approval of
certain legal matters by counsel and to certain other conditions. Salomon Smith
Barney is obligated to take and pay for all of the Shares if any Shares are
taken.
It is expected that all or a substantial portion of the Shares may be sold
by Salomon Smith Barney to purchasers in one or more transactions (which may
involve block transactions) on the NYSE or otherwise. The distribution of the
Shares may also be effected from time to time in special offerings, exchange
distributions and/or secondary distributions pursuant to and in accordance with
the rules of the NYSE, in the over-the-counter market, in negotiated
transactions through the writing of options on the Shares (whether such options
are listed on an options exchange or otherwise), or in a combination of such
methods at prevailing market prices or at negotiated prices. Salomon Smith
Barney may effect such transactions by selling Shares to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from Salomon Smith Barney and/or the purchasers of such Shares for
whom they may act as agents or to whom they may sell as principal.
The Company and Salomon Smith Barney have agreed to indemnify each other
against certain liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the issuance of Shares offered hereby will be passed upon
for the Company by Vorys, Sater, Seymour and Pease LLP, Columbus, Ohio. Certain
legal matters will be passed upon for Salomon Smith Barney by Cahill Gordon &
Reindel (a partnership including a professional corporation), New York, New
York.
S-2
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PROSPECTUS
1,200,000 SHARES
[M/I LOGO]
M/I SCHOTTENSTEIN HOMES, INC.
COMMON STOCK
---------------
M/I Schottenstein Homes, Inc. (the "Company") may offer and sell from time
to time up to 1,200,000 shares of common stock, par value $.01 per share (the
"Common Stock"). Shares of Common Stock may be offered in amounts, at prices and
on terms to be determined at the time of sale and to be set forth in a
supplement to this Prospectus (a "Prospectus Supplement").
Shares of Common Stock may be offered through dealers, through underwriters
or through agents designated from time to time as set forth in the Prospectus
Supplement. Net proceeds to the Company will be the purchase price in the case
of a dealer, the public offering price less discount in the case of an
underwriter or the purchase price less commission in the case of an agent--in
each case, less other expenses attributable to issuance and distribution. See
"Plan of Distribution" for possible indemnification arrangements for dealers,
underwriters and agents.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SHARES OF COMMON STOCK
DESCRIBED IN THE ACCOMPANYING PROSPECTUS SUPPLEMENT.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
MAY 1, 1998
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SAFE HARBOR STATEMENT
The Company wishes to take advantage of the safe harbor provisions included
in the Private Securities Litigation Reform Act of 1995. Accordingly, in
addition to historical information, this Prospectus contains certain
forward-looking statements, including, but not limited to, statements regarding
the Company's future financial performance and financial condition. These
statements involve a number of risks and uncertainties. Any forward-looking
statements made by the Company herein or in any document incorporated by
reference herein are not guarantees of future performance, and actual results
may differ materially from those in such forward-looking statements as a result
of various factors, including, but not limited to, those referred to in the
Company's Annual Report to Shareholders for the fiscal year ended December 31,
1997.
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THE COMPANY
M/I Schottenstein Homes, Inc. is one of the nation's leading homebuilders.
The Company sells and constructs single-family homes to the entry level, move-up
and empty nester buyer under the Horizon, M/I Homes and Showcase Homes
tradenames. The Company sells its homes in eleven geographic markets including
Columbus and Cincinnati, Ohio; Tampa, Orlando and Palm Beach County, Florida;
Charlotte and Raleigh, North Carolina; Indianapolis, Indiana; Virginia, Maryland
and, recently, Phoenix, Arizona.
The Company is the leading homebuilder in the Columbus, Ohio market and has
been the number one builder of single-family detached homes in this market for
many years. In addition, the Company is currently one of the top ten
homebuilders in each of its Ohio, Florida, Indiana and North Carolina markets
and believes it is well positioned to further penetrate these and its other
markets. The Company's growth strategy targets both product line expansion and
geographical diversification. With respect to geographical diversification, the
Company has expanded into new markets through the opening of new divisions
rather than through acquisitions. The Company offers homes to virtually all
segments of the market, from first time homebuyers to estate homebuyers, with
prices ranging from $80,000 to $1,000,000, with an average sales price of
approximately $200,000. The Company emphasizes its entry level product.
The Company believes it distinguishes itself from competitors by offering
homes located in selective areas that have a higher level of design and
construction quality within a given price range and by providing superior
customer service. The Company also believes that by offering homes at a variety
of price points, the Company attracts a wide range of buyers, many of whom were
existing M/I homeowners. The Company supports its homebuilding operations by
providing mortgage financing services through M/I Financial Corp., a wholly
owned subsidiary of the Company, and also provides title-related services
through joint ventures.
The Company's business strategy emphasizes the following key objectives:
FOCUS ON PROFITABILITY. The Company focuses on improving profitability
while maintaining the high quality both of its homes and its customer service.
The Company focuses on gross margins by stressing the features, benefits,
quality and design of its homes in the sale process and by minimizing
speculative building. The Company also value engineers its homes by working with
its subcontractors and suppliers to provide attractive home features while
minimizing raw material and construction costs.
MAINTAIN CONSERVATIVE AND SELECTIVE LAND POLICIES. The Company's
profitability is largely dependent on the quality of its subdivision locations;
therefore, the Company focuses on locating and controlling land in the most
desirable areas of its markets. The Company is conservative in its land
acquisition policies and only purchases land already zoned and serviceable by
utilities. The Company seeks to control a three- to five-year supply of land in
each of its markets.
MAINTAIN OR INCREASE MARKET POSITION IN CURRENT MARKETS. The Company has
been the leading builder of single-family detached homes in the Columbus market
for many years. The Company seeks to maintain its leading position by continuing
to provide high quality homes and superior customer service. The Company
believes there are significant opportunities to profitably expand in most of its
other markets by increasing its product offerings, continuing to acquire land in
desirable locations and constructing and selling homes with the same commitment
to customer service that has accounted for the Company's historical success. In
addition, the Company continues to explore expanding into new markets through
either internal growth (such as the expansion into Phoenix, Arizona late in
1996) or acquisitions.
PROVIDE SUPERIOR CUSTOMER SERVICE. The overriding Company philosophy is to
provide superior service to its homeowners. The Company offers a wide array of
functional and innovative designs and involves the homeowner in virtually every
phase of its operations from the selling process through construction, closing
and service after delivery. The Company's selling process focuses on the
credibility of the Company and upon each of the homes' features, benefits,
quality and design as opposed to merely price and square footage. In certain
markets, the Company utilizes design centers to enhance the selling process and
increase the sale of optional features which typically carry higher margins. In
addition, the Company assists many of its customers with financing and provides
attractive warranties.
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OFFER PRODUCT BREADTH AND INNOVATIVE DESIGN. The Company devotes
significant resources to the research and design of its homes to better meet the
needs of its customers. The Company offers a number of distinct product lines
and more than 300 different floor plans and elevations. In addition to providing
customers with a wide variety of choices, the Company believes it offers a
higher level of design and construction quality within a given price range. In
addition, the Company has introduced and utilized innovative design concepts,
such as themed communities, rear garages and rear alley access.
MAINTAIN DECENTRALIZED OPERATIONS WITH EXPERIENCED MANAGEMENT. The Company
believes that each of its markets has unique characteristics and, therefore, is
managed locally with dedicated, on-site management personnel. Each of the
Company's managers possesses intimate knowledge of his or her particular market
and is encouraged to be entrepreneurial in order to best meet the needs of such
market. The Company's incentive compensation structure rewards each manager
based on financial performance, income growth and customer satisfaction.
The Company is incorporated under the laws of the State of Ohio and
maintains its executive offices at 3 Easton Oval, Suite 500, Columbus, Ohio
43219. Its telephone number is (614) 418-8000.
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, the net
proceeds from the sale of shares of Common Stock will be used by the Company to
reduce indebtedness under its existing revolving credit facility for
homebuilding operations (the "Bank Credit Facility") and for general corporate
purposes.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 38,000,000 shares of
common stock, par value $.01 per share (the "Common Stock") and 2,000,000 shares
of preferred stock, par value $.01 per share (the "Preferred Stock"). There are
no shares of Preferred Stock issued and outstanding.
The following summary description does not purport to be complete and is
qualified in its entirety by reference to the Amended and Restated Articles of
Incorporation (the "Articles") and Regulations (the "Regulations") of the
Company, which are incorporated herein by reference. At the Company's 1998
Annual Meeting, which is scheduled to be held on April 28, 1998, the Company's
shareholders will consider a proposal to amend and restate the Regulations (the
"Amended Regulations"). Except as otherwise indicated, the following summary
description assumes that the Company's shareholders will adopt the Amended
Regulations, which are incorporated herein by reference.
COMMON STOCK
Each holder of Common Stock is entitled to one vote per share on all matters
to be voted upon by shareholders generally, including the election of directors.
Holders of Common Stock have no cumulative voting rights and no preemptive
rights to purchase or subscribe for any Common Stock or other securities, and
there are no conversion rights or redemption or sinking fund provisions with
respect to the Common Stock. The holders of Common Stock are not subject to
further calls or assessments by the Company. Subject to the rights of the
holders of any shares of Preferred Stock which may be outstanding, and subject
to the applicable debt instruments of the Company, each holder of Common Stock
on the applicable record date is entitled to receive dividends, pro rata
according to the number of shares of Common Stock held, when and if declared by
the Board of Directors out of legally available funds therefor, and, in the
event of liquidation, to share pro rata in any distribution of the Company's
assets after payment or provision for payment of liabilities and the liquidation
preference of any shares of Preferred Stock which may be outstanding. The
outstanding shares of Common Stock are, and the shares of Common Stock offered
hereby will be when issued, fully paid and nonassessable.
PREFERRED STOCK
The Board of Directors is authorized, without further shareholder action, to
divide any or all shares of the authorized Preferred Stock into series and to
fix and determine the designations, preferences and
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relative, participating, optional or other special rights and qualifications,
limitations or restrictions thereon, of any series so established, including
dividend rights, liquidation preferences, redemption rights and conversion
rights, and, if permitted under applicable law, voting rights. Any series of
Preferred Stock so issued would have priority over the Common Stock with respect
to dividend or liquidation rights or both.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Equiserve.
CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED CAPITAL STOCK
The authorized but unissued shares of Common Stock and Preferred Stock will
be available for future issuance without shareholder approval. These additional
shares may be utilized for a variety of corporate purposes, including future
public offerings to raise additional capital, corporate acquisitions and
employee benefit plans.
The existence of authorized but unissued and unreserved Common Stock and
Preferred Stock may enable the Board of Directors to issue shares to persons
friendly to current management which could render more difficult or discourage
an attempt to obtain control of the Company by means of a proxy contest, tender
offer, merger, or otherwise, and thereby protect the continuity of the Company's
management.
ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES,
REGULATIONS AND AMENDED REGULATIONS
Certain provisions of the Articles, Regulations and proposed Amended
Regulations of the Company summarized in the following paragraphs may be deemed
to have an anti-takeover effect and may delay, defer or prevent a tender offer
or takeover attempt that a shareholder might consider in its best interest,
including those attempts that might result in a premium over the market price
for the shares held by shareholders.
CLASSIFIED BOARD OF DIRECTORS
The Regulations provide for the Board of Directors to be divided into three
classes of directors serving staggered three-year terms. As a result,
approximately one-third of the Board of Directors will be elected each year. In
addition, the Regulations provide that the number of directors in each class and
the total number of directors of the Company may only be changed by the
affirmative vote of a majority of the directors or the holders of record of at
least 75% of the voting power of the Company. However, under the Ohio General
Corporation Law, shareholders of record of at least a majority of the voting
power of the Company may remove any or all of the directors without assigning
cause and may fill the resulting vacancy or vacancies. The Amended Regulations
provide that directors may be removed only for cause. The effect of the
staggered board, when coupled with the provision in the Amended Regulations
requiring removal for cause and the existing provision of the Regulations
authorizing only the Board to fill vacant directorships, will preclude a
shareholder from removing incumbent directors without cause and simultaneously
gaining control of the Board by filling the vacancies created by such removal
with its own nominees.
LIMITED SHAREHOLDER ACTION BY WRITTEN CONSENT
Section 1701.54 of the Ohio General Corporation Law requires that an action
by written consent of the shareholders in lieu of a meeting be unanimous, except
that, pursuant to Section 1701.11, the code of regulations may be amended by an
action by written consent of holders of shares entitling them to exercise
two-thirds of the voting power of the corporation or, if the articles of
incorporation or code of regulations otherwise provide, such greater or lesser
amount, but not less than a majority. This provision may have the effect of
delaying, deferring or preventing a tender offer or takeover attempt that a
shareholder might consider in its best interest.
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SUPERMAJORITY VOTING PROVISIONS
The Amended Regulations provide that certain provisions of the Amended
Regulations, including provisions relating to the calling and holding of special
meetings, the nomination and removal of directors, the indemnification of
directors, control share acquisitions and supermajority voting may not be
repealed or amended in any respect, and no other provision may be adopted,
amended or repealed which would have the effect of modifying or permitting the
circumvention of such provisions, without the vote of the holders of not less
than 66 2/3% of the total voting power of the Company, whether at a meeting or
in an action by written consent. In addition, the Amended Regulations provide
that the provision regarding a change in the number of directors may not be
repealed or amended in any respect without the vote of the holders of not less
than 75% of the total voting power of the Company, whether at a meeting or in an
action by written consent.
CONTROL SHARE ACQUISITION STATUTE
Section 1701.831 of the Ohio GCL (the "Control Share Acquisition Statute")
requires shareholder approval of any proposed "control share acquisition" of an
Ohio corporation. A "control share acquisition" is the acquisition, directly or
indirectly, by any person (including any individual, partnership, corporation,
limited liability company, society, association or two or more persons who have
a joint or common interest) of shares of a corporation that, when added to all
other shares of the corporation that may be voted, directly or indirectly, by
the acquiring person, would entitle such person to exercise or direct the
exercise of 20% or more (but less than 33 1/3%) of the voting power of the
corporation in the election of directors or 33 1/3% or more (but less than a
majority) of such voting power or a majority or more of such voting power. Under
the Control Share Acquisition Statute, the control share acquisition must be
approved in advance by the holders of a majority of the outstanding voting
shares represented at a meeting at which a quorum is present and by the holders
of a majority of the portion of the outstanding voting shares represented at
such a meeting excluding the voting shares owned by the acquiring shareholder
and certain "interested shares," including shares owned by officers elected or
appointed by the directors of the corporation and by directors of the
corporation who are also associates of the corporation.
The purpose of the Control Share Acquisition Statute is to give shareholders
of Ohio corporations a reasonable opportunity to express their views on a
proposed shift in control, thereby reducing the coercion inherent in an
unfriendly takeover. The provisions of the Control Share Acquisition Statute
grant to the shareholders of the Company the assurance that they will have
adequate time to evaluate the proposal of the acquiring person, that they will
be permitted to vote on the issue of authorizing the acquiring person's purchase
program to go forward in the same manner and with the same proxy information
that would be available to them if a proposed merger of the Company were before
them and, most importantly, that the interests of all shareholders will be taken
into account in connection with such vote and the probability will be increased
that they will be treated equally regarding the price to be offered for their
Common Shares if the implementation of the proposal is approved.
The Control Share Acquisition Statute applies not only to traditional tender
offers but also to open market purchases, privately negotiated transactions and
original issuances by an Ohio corporation, whether friendly or unfriendly. The
procedural requirements of the Control Share Acquisition Statute could render
approval of any control share acquisition difficult in that a majority of the
voting power of the Company must be represented at the meeting and must be voted
in favor of the acquisition. It is recognized that any corporate defense against
persons seeking to acquire control may have the effect of discouraging or
preventing offers which some shareholders might find financially attractive. On
the other hand, the need on the part of the acquiring person to convince the
shareholders of the Company of the value and validity of his offer may cause
such offer to be more financially attractive in order to gain shareholder
approval.
The Company's Articles provide that the provisions of the Control Share
Acquisition Statute shall not apply to the Company. However, the Amended
Regulations contain a provision which provides substantially the same
protections to the Company as the Control Share Acquisition Statute, with one
very
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significant difference: the Amended Regulations provide that a control share
acquisition must be approved in advance by the shareholders only if the Board
has not first pre-approved such control share acquisition (i.e., shareholder
approval is not required if the Board has approved such control share
acquisition). The intent of this provision is to allow negotiated acquisitions,
which would otherwise trigger the shareholder vote requirement of the Control
Share Acquisition Statute, to proceed without the delay and expense associated
with a shareholder meeting. In addition, the control share acquisition
provisions in the Amended Regulations provide the Board with more flexibility in
setting a date for the special meeting of shareholders to consider the proposed
control share acquisition than the Control Share Acquisition Statute. The
Company believes that the time periods set forth in the Control Share
Acquisition Statute are difficult, if not impossible, to comply with in the
context of a likely review of the requisite proxy materials by the Securities
and Exchange Commission.
PLAN OF DISTRIBUTION
The Company may sell shares of Common Stock in the following ways: (i)
through agents; (ii) through underwriters; (iii) through dealers; and (iv)
directly to purchasers.
Offers to purchase shares of Common Stock may be solicited by agents
designated by the Company from time to time. Any such agent, who may be deemed
to be an underwriter as that term is defined in the Securities Act of 1933, as
amended (the "Securities Act"), involved in the offer or sale of shares of
Common Stock in respect of which this Prospectus is delivered will be named, and
any commissions payable by the Company to such agent set forth, in the
Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
If any underwriters are utilized in the sale of shares of Common Stock, the
Company will enter into an underwriting agreement with such underwriters at the
time of sale to them and the names of the underwriters and the terms of the
transaction will be set forth in the Prospectus Supplement, which will be used
by the underwriters to make resales to the public of the shares of Common Stock
in respect of which this Prospectus is delivered.
If a dealer is utilized in the sale of the shares of Common Stock in respect
of which this Prospectus is delivered, the Company will sell such shares of
Common Stock to the dealer, as principal, at varying prices, which may be below
the then current market price of the Company's Common Stock. The dealer may then
resell such shares of Common Stock to the public at varying prices to be
determined by such dealer at the time of resale and which may also be below the
then current market price of the Company's Common Stock.
Agents, dealers and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such agents, dealers or underwriters may be
required to make in respect thereof. Agents, dealers and underwriters may be
customers of, engage in transactions with, or perform services for the Company
in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters or dealers to solicit offers by certain purchasers to
purchase shares of Common Stock from the Company at the public offering price
set forth in the Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such
contracts will be subject to only those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement will set forth the commission payable
for solicitation of such offers.
VALIDITY OF THE COMMON STOCK
Certain legal matters relating to the validity of issuance of the Common
Stock will be passed upon for the Company by Vorys, Sater, Seymour and Pease
LLP, Columbus, Ohio.
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EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1997, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices located at Citicorp Center, 500 West Madison, 14th
Floor, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New
York, New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Commission also maintains a World Wide Web site
on the Internet at http://www.sec.gov that contains reports and other
information regarding registrants that file electronically with the Commission.
Such material should also be available at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Company has filed a registration statement on Form S-3 (together with
all amendments and exhibits thereto, the "Registration Statement") under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement and the exhibits
filed as part thereof. Statements contained herein are qualified in their
entirety by reference to the Registration Statement and such exhibits.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997, and pages 2 through 14 ("Election of Directors" through "Certain
Transactions"), pages 18 through 20 ("Executive Compensation") and Appendix I
("Amended and Restated Regulations of M/I Schottenstein Homes, Inc.") contained
in the Company's Proxy Statement dated March 20, 1998 relating to the 1998
Annual Meeting of Shareholders are incorporated herein by reference. All
documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of shares of Common Stock shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing such documents.
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus 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 modified or superseded, to constitute
a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the request of any such person, a copy of all
of the documents which are incorporated herein by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference into such documents). Requests should be directed to M/I Schottenstein
Homes, Inc., 3 Easton Oval, Suite 500, Columbus, Ohio 43219, Attention: Investor
Relations, telephone number (614) 418-8000.
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER,
DEALER OR AGENT. NEITHER THE DELIVERY OF THIS PROSPECTUS OR THE ACCOMPANYING
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE OF THIS PROSPECTUS. NEITHER THIS PROSPECTUS NOR THE
ACCOMPANYING PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE EQUITY SECURITIES IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS
The Company............................................................... 3
Use of Proceeds........................................................... 4
Description of Capital Stock.............................................. 4
Plan of Distribution...................................................... 7
Validity of the Common Stock.............................................. 7
Experts................................................................... 8
Available Information..................................................... 8
Incorporation by Reference................................................ 8
PROSPECTUS SUPPLEMENT
Recent Developments....................................................... S-2
Plan of Distribution...................................................... S-2
Legal Matters............................................................. S-2
</TABLE>
1,200,000 SHARES
M/I SCHOTTENSTEIN
HOMES, INC.
COMMON STOCK
[M/I LOGO]
---------------------
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED
MAY 1, 1998)
---------------------
SALOMON SMITH BARNEY
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