<PAGE> 1
As filed with the Securities and Exchange Commission on January 5, 1999
Registration No. 333-________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------------------
M/I SCHOTTENSTEIN HOMES, INC.
------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-1210837
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Easton Oval, Suite 500, Columbus, Ohio 43219
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
M/I Schottenstein Homes, Inc.
Executives' Deferred Compensation Plan
--------------------------------------
(Full title of the plan)
Copy to:
Paul S. Coppel Elizabeth Turrell Farrar, Esq.
M/I Schottenstein Homes, Inc. Vorys, Sater, Seymour and Pease LLP
3 Easton Oval, Suite 500 52 East Gay Street
Columbus, Ohio 43219 P.O. Box 1008
- --------------------------------------- Columbus, Ohio 43216-1008
(Name and address of agent for service)
(614) 418-8000
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
================================================================================
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1) price (1) fee
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, $.01 500,000 $21.25 $10,625,000 $2,954
par value
- ------------------------------------------------------------------------------------
</TABLE>
(l) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457(c) and 457(h)
promulgated under the Securities Act of 1933, as amended, and computed
on the basis of $21.25 per share, which is the average of the high and
low sales prices of the Common Shares as reported on the New York Stock
Exchange on December 28, 1998.
Exhibit Index on Page 11
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following reports of M/I Schottenstein Homes, Inc. (the
"Registrant") filed with the Securities and Exchange Commission (the
"Commission") pursuant to the requirements of Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by this reference:
(a) The Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(b) The Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998;
(d) The Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1998; and
(e) The Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1998.
The description of the Registrant's Common Shares contained in
the Registrant's Prospectus dated May 1, 1998, contained in the Registrant's
Registration Statement on Form S-3 (Registration No. 333-51059) as effective
with the Commission, or contained in any subsequent amendment or report filed
for the purpose of updating such description, is hereby incorporated by
reference.
Any definitive proxy statement or information statement filed
pursuant to Section 14 of the Exchange Act and all documents which may be filed
with the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the completion of the offering
contemplated hereby, shall also be deemed to be incorporated herein by reference
and to be made a part hereof from the date of filing of such documents;
provided, however, that no report of the Compensation Committee of the Board of
Directors of the Registrant on executive compensation and no performance graph
included in any proxy statement or information statement filed pursuant to
Section 14 of the Exchange Act shall be deemed to be incorporated herein by
reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
2
<PAGE> 3
Item 6. Indemnification of Directors and Officers.
Article EIGHTH of the Registrant's Amended and Restated
Articles of Incorporation provides that:
The provisions of Section 1701.13(E)(5)(a) of the Ohio Revised Code or
any statute of like tenor or effect which is hereafter enacted shall
not apply to the corporation. The corporation shall, to the fullest
extent not prohibited by any provision of applicable law other than
Section 1701.13 (E)(5)(a) of the Ohio Revised Code or any statute of
like tenor or effect which is hereafter enacted, indemnify each
director and officer against any and all costs and expenses (including
attorney fees, judgments, fines, penalties, amounts paid in settlement,
and other disbursements) actually and reasonably incurred or imposed
upon such person in connection with any action, suit, investigation or
proceeding (or any claim or matter therein), whether civil, criminal,
administrative or otherwise in nature, including any settlements
thereof or any appeals therein, with respect to which such person is
named or otherwise becomes or is threatened to be made a party by
reason of being or at any time having been a director or officer of the
corporation, or by any reason of being or at any time having been,
while such a director or officer, an employee or other agent of the
corporation or, at the direction or request of the corporation, a
director, trustee, officer, administrator, manager, employee, adviser
or other agent of or fiduciary for any other corporation, partnership,
trust, venture or other entity or enterprise including any employee
benefit plan.
The corporation shall indemnify any other person to the extent such
person shall be entitled to indemnification under Ohio law by reason of
being successful on the merits or otherwise in defense of an action to
which such person is named a party by reason of being an employee or
other agent of the corporation, and the corporation may further
indemnify any such person if it is determined on a case by case basis
by the Board of Directors that indemnification is proper in the
specific case.
Notwithstanding anything to the contrary in these Articles of
Incorporation, no person shall be indemnified to the extent, if any, it
is determined by the Board of Directors or by written opinion of legal
counsel designated by the Board of Directors for such purpose that
indemnification is contrary to applicable law.
Article VIII of the Registrant's Amended Regulations further
provides:
(a) MANDATORY INDEMNIFICATION. The corporation shall indemnify
any officer or director of the corporation 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 (including, without limitation, any action threatened or
instituted 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, trustee, officer, employee, member, manager or agent of
another corporation (domestic or foreign, nonprofit or for profit),
limited liability company, partnership, joint venture, trust or other
enterprise, against expenses (including, without limitation, attorneys'
fees, filing fees, court reporters' fees and transcript costs),
3
<PAGE> 4
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. A person
claiming indemnification under this section shall be presumed, in
respect of any act or omission giving rise to such claim for
indemnification, to have 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 the termination of any action, suit or proceeding
by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, rebut such
presumption. Any indemnification under this section, unless ordered by
a court, shall be made by the corporation only upon a determination
that the director or officer has met the applicable standard of conduct
and such determination shall be made by (i) a majority vote of a quorum
consisting of directors of the corporation who were and are not parties
to, or threatened with, any such action, suit or proceeding, (ii) if
such a quorum is not obtainable or if a majority of a quorum of
disinterested directors so directs, in a written opinion by independent
legal counsel other than an attorney, or a firm having associated with
it an attorney, who has been retained by or who has performed services
for or any person to be indemnified, within the past five years, or
(iii) by the shareholders.
(b) INDEMNIFICATION AND ADVANCES FOR EXPENSES. Anything
contained in the Regulations or elsewhere to the contrary
notwithstanding, to the extent that an officer or director of the
corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding, he shall be promptly indemnified by
the corporation against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript
costs) actually and reasonably incurred by him in connection therewith.
Expenses (including, without limitation, attorneys' fees, filing fees,
court reporters' fees and transcript costs) incurred in defending any
action, suit or proceeding shall be paid by the corporation in advance
of the final disposition of such action, suit or proceeding to or on
behalf of the officer or director promptly as such expenses are
incurred by him if: (i) in respect of any claim, except one in which
the only liability asserted against a director is pursuant to Section
1701.95 of the Ohio Revised Code, the corporation receives an
undertaking by or on behalf of the director, in which he agrees to
repay all such amounts if it is proved by clear and convincing evidence
in a court of competent jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation and agrees to cooperate reasonably
with the corporation concerning the action, suit or proceeding; or (ii)
the corporation receives an undertaking by or on behalf of the director
or officer in which he agrees to repay all such amounts if it
ultimately is determined that he is not entitled to be indemnified by
the corporation under section (a) of this Article VIII.
(c) ARTICLE VIII NOT EXCLUSIVE. The indemnification provided
by this Article VIII shall not be exclusive of, and shall be in
addition to, any other rights to which any person seeking
indemnification may be entitled under any agreement, vote of
shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be an officer or director of
4
<PAGE> 5
the corporation and shall inure to the benefit of the heirs, executors,
and administrators of such a person.
(d) INSURANCE. The corporation may purchase and maintain
insurance or furnish similar protection, including but not limited to
trust funds, letters of credit, or self-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, trustee, officer, employee, member, manager or agent of
another corporation (domestic or foreign, nonprofit or for profit),
limited liability company, 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 obligation or the power to
indemnify him against such liability under the provisions of this
Article VIII.
Division (E) of Section 1701.13 of the Ohio Revised Code
addresses indemnification by an Ohio corporation and provides as follows:
(E)(1) A corporation may indemnify or agree to 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, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against expenses including attorney's 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, if he had no reasonable
cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or
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 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, he had reasonable cause to believe
that his conduct was unlawful.
(2) A corporation may indemnify or agree to 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, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's 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
5
<PAGE> 6
he reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification shall be made in
respect of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless, and only to the extent that, the
court of common pleas or the court in which such action or suit was
brought determines, 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
as the court of common pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this
section, unless ordered by a court, shall be made by the corporation
only as authorized in the specific case, upon a determination that
indemnification of the director, trustee, officer, employee, member,
manager, or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in division (E)(l) or (2) of
this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties to or
threatened with the action, suit, or proceeding referred to in division
(E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by independent
legal counsel other than an attorney, or a firm having associated with
it an attorney, who has been retained by or who has performed services
for the corporation or any person to be indemnified within the past
five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or (2) of
this section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under division
(E)(4)(b) of this section shall be promptly communicated to the person
who threatened or brought the action or suit by or in the right of the
corporation under division (E)(2) of this section, and, within ten days
after receipt of such notification, such person shall have the right to
6
<PAGE> 7
petition the court of common pleas or the court in which such action or
suit was brought to review the reasonableness of such determination.
(5)(a) Unless at the time of a director's act or omission that
is the subject of an action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, the articles or the regulations
of a corporation state, by specific reference to this division, that
the provisions of this division do not apply to the corporation and
unless the only liability asserted against a director in an action,
suit, or proceeding referred to in division (E)(1) or (2) of this
section is pursuant to section 1701.95 of the Revised Code, expenses,
including attorney's fees, incurred by a director in defending the
action, suit, or proceeding shall be paid by the corporation as they
are incurred, in advance of the final disposition of the action, suit,
or proceeding, upon receipt of an undertaking by or on behalf of the
director in which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate
intent to cause injury to the corporation or undertaken with reckless
disregard for the best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or agent in
defending any action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, may be paid by the corporation as they
are incurred, in advance of the final disposition of the action, suit,
or proceeding, as authorized by the directors in the specific case,
upon receipt of an undertaking by or on behalf of the director,
trustee, officer, employee, member, manager, or agent to repay such
amount, if it ultimately is determined that he is not entitled to be
indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights granted
to those seeking indemnification under the articles, the regulations,
any agreement, a vote of shareholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to
action in another capacity while holding their offices or positions,
and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, member, manager, or agent and shall inure
to the benefit of the heirs, executors, and administrators of such a
person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including, but not limited to, trust funds,
letters of credit, or self-insurance, on behalf of or for 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, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a 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
7
<PAGE> 8
such, whether or not the corporation would have the power to indemnify
him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation has
a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E)(1) or (2) of this section does not limit the
payment of expenses as they are incurred, indemnification, insurance,
or other protection that may be provided pursuant to divisions (E)(5),
(6), and (7) of this section. Divisions (E)(1) and (2) of this section
do not create any obligation to repay or return payments made by the
corporation pursuant to division (E)(5), (6), or (7).
(9) As used in division (E) of this section, references to
"corporation" includes all constituent entities in a consolidation or
merger and the new or surviving corporation, so that any person who is
or was a director, officer, employee, trustee, member, manager, or
agent of such a constituent entity or is or was serving at the request
of such constituent entity as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership,
joint venture, trust, or other enterprise, shall stand in the same
position under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving
corporation in the same capacity.
In addition, the Registrant has purchased insurance coverage
under policies issued by the Federal Insurance Company (Chubb, Royal) which
insure directors and officers against certain liabilities which might be
incurred by them in such capacity.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Index to Exhibits attached hereto and beginning at
page 11.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(l) 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
8
<PAGE> 9
(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 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 with or furnished to the Commission 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.
(2) 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.
(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 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 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item
6 of this Part II, 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.
9
<PAGE> 10
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 Columbus, State of Ohio, on the 30th day of December,
1998.
M/I SCHOTTENSTEIN HOMES, INC.
By: /s/ Robert H. Schottenstein
----------------------------------
Robert H. Schottenstein, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 30, 1998.
Signature Title
- --------- -----
Irving E. Schottenstein* Chairman of the Board and Chief
- ----------------------- Executive Officer (Principal Executive Officer)
Irving E. Schottenstein
Friedrich K. M. Bohm* Director
- -----------------------
Friedrich K. M. Bohm
Robert H. Schottenstein* Director
- -----------------------
Robert H. Schottenstein
Lewis R. Smoot, Sr.* Director
- -----------------------
Lewis R. Smoot, Sr.
/s/ Kerrii B. Anderson Senior Vice President and Chief Financial
- ----------------------- Officer (Principal Financial and Accounting
Kerrii B. Anderson Officer); Director
Jeffrey H. Miro* Director
- -----------------------
Jeffrey H. Miro
Steven Schottenstein* Director
- -----------------------
Steven Schottenstein
Norman L. Traeger* Director
- -----------------------
Norman L. Traeger
*By: /s/ Kerrii B. Anderson
----------------------
Kerrii B. Anderson
Attorney-in-Fact
10
<PAGE> 11
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
----------- ----------- --------
<S> <C> <C>
5 Opinion of Vorys, Sater, Seymour and Pease LLP as to *
legality
23(a) Consent of Deloitte & Touche LLP *
23(b) Consent of Vorys, Sater, Seymour and Pease LLP Filed as part of
Exhibit 5
24 Powers of Attorney *
</TABLE>
- -------------------
* Filed herewith.
<PAGE> 1
Exhibit 5
(614) 464-6400
January 5, 1999
Board of Directors
M/I Schottenstein Homes, Inc.
3 Easton Oval
Suite 500
Columbus, OH 43219
Members of the Board:
We are familiar with the proceedings taken and proposed to be
taken by M/I Schottenstein Homes, Inc., an Ohio corporation (the "Company"), in
connection with the institution of the M/I Schottenstein Homes, Inc. Executives'
Deferred Compensation Plan (the "Plan") and the offering of common shares, $.01
par value per share (the "Common Shares"), under the Plan, as described in the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on the date hereof. The purpose of
the Registration Statement is to register 500,000 Common Shares reserved for
issuance under the Plan pursuant to the provisions of the Securities Act of
1933, as amended (the "1933 Act"), and the rules and regulations promulgated
thereunder (the "Rules and Regulations").
In connection with this opinion, we have examined an original
or copy of, and have relied upon the accuracy of, without independent
verification or investigation: (a) the Registration Statement; (b) the Plan; (c)
the Company's Amended and Restated Articles of Incorporation; (d) the Company's
Amended Regulations; and (e) certain proceedings of the directors of the
Company. We have also relied upon such representations of the Company and
officers of the Company and such authorities of law as we have deemed relevant
as a basis for this opinion.
We have relied solely upon the examinations and inquiries
recited herein, and we have not undertaken any independent investigation to
determine the existence or absence of any facts, and no inference as to our
knowledge concerning such facts should be drawn.
Based upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that after the 500,000 Common Shares of the Company to be registered
under the Registration Statement have been
<PAGE> 2
Board of Directors
M/I Schottenstein Homes, Inc.
January 5, 1999
Page 2
issued and delivered by the Company in accordance with the terms of the Plan,
said Common Shares will be validly issued, fully paid and non-assessable,
assuming compliance with applicable federal and state securities laws.
Our opinion is limited to the General Corporation Law of Ohio
in effect as of the date hereof. This opinion is furnished by us solely for the
benefit of the Company in connection with the offering of the Common Shares
pursuant to the Plan and the filing of the Registration Statement and any
amendments thereto. This opinion may not be relied upon by any other person or
assigned, quoted or otherwise used without our specific written consent.
Notwithstanding the foregoing, we consent to the filing of
this opinion as an exhibit to the Registration Statement and to the reference to
us in the Registration Statement. By giving such consent, we do not admit that
we come within the category of persons whose consent is required under Section 7
of the Act or the Rules and Regulations.
Very truly yours,
VORYS, SATER, SEYMOUR AND PEASE LLP
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF DELOITTE & TOUCHE LLP
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
M/I Schottenstein Homes, Inc. on Form S-8 of our reports dated February 27,
1998, appearing in and incorporated by reference in the Annual Report on Form
10-K of M/I Schottenstein Homes, Inc. for the year ended December 31, 1997.
Columbus, Ohio /s/ Deloitte & Touche LLP
January 5, 1999
<PAGE> 1
EXHIBIT 24
POWERS OF ATTORNEY
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of M/I SCHOTTENSTEIN HOMES, INC., an Ohio corporation, which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a REGISTRATION
STATEMENT ON FORM S-8 for the registration of certain of its securities,
including Common Shares, for offering and sale pursuant to the M/I SCHOTTENSTEIN
HOMES, INC. EXECUTIVES' DEFERRED COMPENSATION PLAN, hereby constitutes and
appoints IRVING E. SCHOTTENSTEIN, PAUL S. COPPEL AND KERRII B. ANDERSON, and
each of them, as 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 such Registration Statement and any
and all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the New York Stock Exchange, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 things that
each of said attorneys-in-fact and agents, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of December, 1998.
/s/ Irving E. Schottenstein
---------------------------
Irving E. Schottenstein
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of M/I SCHOTTENSTEIN HOMES, INC., an Ohio corporation, which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a REGISTRATION
STATEMENT ON FORM S-8 for the registration of certain of its securities,
including Common Shares, for offering and sale pursuant to the M/I SCHOTTENSTEIN
HOMES, INC. EXECUTIVES' DEFERRED COMPENSATION PLAN, hereby constitutes and
appoints IRVING E. SCHOTTENSTEIN, PAUL S. COPPEL AND KERRII B. ANDERSON, and
each of them, as 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 such Registration Statement and any
and all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the New York Stock Exchange, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 things that
each of said attorneys-in-fact and agents, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of December, 1998.
/s/ Friedrich K. M. Bohm
------------------------
Friedrich K. M. Bohm
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of M/I SCHOTTENSTEIN HOMES, INC., an Ohio corporation, which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a REGISTRATION
STATEMENT ON FORM S-8 for the registration of certain of its securities,
including Common Shares, for offering and sale pursuant to the M/I SCHOTTENSTEIN
HOMES, INC. EXECUTIVES' DEFERRED COMPENSATION PLAN, hereby constitutes and
appoints IRVING E. SCHOTTENSTEIN, PAUL S. COPPEL AND KERRII B. ANDERSON, and
each of them, as 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 such Registration Statement and any
and all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the New York Stock Exchange, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 things that
each of said attorneys-in-fact and agents, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of December, 1998.
/s/ Robert H. Schottenstein
---------------------------
Robert H. Schottenstein
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of M/I SCHOTTENSTEIN HOMES, INC., an Ohio corporation, which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a REGISTRATION
STATEMENT ON FORM S-8 for the registration of certain of its securities,
including Common Shares, for offering and sale pursuant to the M/I SCHOTTENSTEIN
HOMES, INC. EXECUTIVES' DEFERRED COMPENSATION PLAN, hereby constitutes and
appoints IRVING E. SCHOTTENSTEIN, PAUL S. COPPEL AND KERRII B. ANDERSON, and
each of them, as 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 such Registration Statement and any
and all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the New York Stock Exchange, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 things that
each of said attorneys-in-fact and agents, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of December, 1998.
/s/ Lewis R. Smoot, Sr.
-----------------------
Lewis R. Smoot, Sr.
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of M/I SCHOTTENSTEIN HOMES, INC., an Ohio corporation, which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a REGISTRATION
STATEMENT ON FORM S-8 for the registration of certain of its securities,
including Common Shares, for offering and sale pursuant to the M/I SCHOTTENSTEIN
HOMES, INC. EXECUTIVES' DEFERRED COMPENSATION PLAN, hereby constitutes and
appoints IRVING E. SCHOTTENSTEIN, PAUL S. COPPEL AND KERRII B. ANDERSON, and
each of them, as her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for her and in her name, place and
stead, in any and all capacities, to sign such Registration Statement and any
and all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the New York Stock Exchange, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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
she might or could do in person, hereby ratifying and confirming all things that
each of said attorneys-in-fact and agents, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this
16th day of December, 1998.
/s/ Kerrii B. Anderson
----------------------
Kerrii B. Anderson
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of M/I SCHOTTENSTEIN HOMES, INC., an Ohio corporation, which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a REGISTRATION
STATEMENT ON FORM S-8 for the registration of certain of its securities,
including Common Shares, for offering and sale pursuant to the M/I SCHOTTENSTEIN
HOMES, INC. EXECUTIVES' DEFERRED COMPENSATION PLAN, hereby constitutes and
appoints IRVING E. SCHOTTENSTEIN, PAUL S. COPPEL AND KERRII B. ANDERSON, and
each of them, as 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 such Registration Statement and any
and all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the New York Stock Exchange, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 things that
each of said attorneys-in-fact and agents, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of December, 1998.
/s/ Jeffrey H. Miro
-------------------
Jeffrey H. Miro
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of M/I SCHOTTENSTEIN HOMES, INC., an Ohio corporation, which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a REGISTRATION
STATEMENT ON FORM S-8 for the registration of certain of its securities,
including Common Shares, for offering and sale pursuant to the M/I SCHOTTENSTEIN
HOMES, INC. EXECUTIVES' DEFERRED COMPENSATION PLAN, hereby constitutes and
appoints IRVING E. SCHOTTENSTEIN, PAUL S. COPPEL AND KERRII B. ANDERSON, and
each of them, as 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 such Registration Statement and any
and all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the New York Stock Exchange, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 things that
each of said attorneys-in-fact and agents, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of December, 1998.
/s/ Steven Schottenstein
------------------------
Steven Schottenstein
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of M/I SCHOTTENSTEIN HOMES, INC., an Ohio corporation, which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a REGISTRATION
STATEMENT ON FORM S-8 for the registration of certain of its securities,
including Common Shares, for offering and sale pursuant to the M/I SCHOTTENSTEIN
HOMES, INC. EXECUTIVES' DEFERRED COMPENSATION PLAN, hereby constitutes and
appoints IRVING E. SCHOTTENSTEIN, PAUL S. COPPEL AND KERRII B. ANDERSON, and
each of them, as 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 such Registration Statement and any
and all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the New York Stock Exchange, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 things that
each of said attorneys-in-fact and agents, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of December, 1998.
/s/ Norman L. Traeger
---------------------
Norman L. Traeger
