SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________
CATELLUS DEVELOPMENT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
____________
DELAWARE 21-0718930
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
201 MISSION STREET 94105
SAN FRANCISCO, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
(415) 974-4500
____________
CATELLUS DEVELOPMENT CORPORATION AMENDED AND RESTATED EXECUTIVE
STOCK OPTION PLAN
STOCK OPTION AGREEMENT (JOSEPH R. SEIGER)
____________
Agent for Service: Copies to:
Maureen Sullivan, Esq. James R. Walther, Esq.
Vice President Law, General Counsel Mayer, Brown & Platt
and Secretary 350 South Grand Avenue, 25th Floor
Catellus Development Corporation Los Angeles, California 90071-1503
201 Mission Street (213) 229-9500
San Francisco, California 94105
(415) 974-4500
____________
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
_______________________________________________________________________________
Common
Stock,
par value
$.01 per 3,100,000 (a) $5.75 (a) $17,250,000
share...... Shares <F1> (b) $6.975 <F2> (b) $ 697,500 <F2> $6188.84 <F2>
_______________________________________________________________________________
<F1> This total includes 3,000,000 Shares of Common Stock reserved for
issuance pursuant to the Amended and Restated Executive Stock Option Plan
and 100,000 Shares of Common Stock reserved for issuance pursuant to the
Stock Option Agreement (Joseph R. Seiger). In addition, pursuant to Rule
416(c) under the Securities Act of 1933 (the "Act"), an indeterminate
number of additional shares of Common Stock which may be issued pursuant
to adjustment provisions in the Amended and Restated Executive Stock
Option Plan are also being registered hereunder.
<F2> The aggregate offering price and the registration fee have been computed
pursuant to Rule 457(h)(i) under the Act (a) on the basis of the average
of the high and low prices of Common Stock reported on the New York Stock
Exchange on March 15, 1995 for 3,000,000 shares and (b) at a price of
$6.975 for 100,000 shares.
Part II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by reference.
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1993 of
Catellus Development Corporation, a Delaware corporation (the
"Company");
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30, 1994 of the Company; and
(c) The description of the common stock, par value $.01 per share, of
the Company contained in its Registration Statement on Form 10
(Commission File Number 0-18694) filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
All documents filed by the Company after the date hereof pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference herein 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides in general
that a Delaware corporation may indemnify any person who was or is a party or
is threatened to be made a party to any suit or proceeding because such person
is or was a director, officer, employee or agent of the corporation or was
serving, at the request of the corporation, as a director, officer, employee or
agent of another corporation, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such suit or proceeding if such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Similar indemnity, but only for expenses (including
attorneys' fees) actually and reasonably incurred, may be provided in
connection with an action or suit by or in the right of a corporation, provided
that such person acted in good faith and in a manner such person believed to be
in or not opposed to the best interests of the corporation and except that no
indemnification may be made in respect of any claim as to which such person has
been adjudged to be liable to the corporation unless and only to the extent
that a court shall have determined, upon application, that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law provides
generally that a corporation may include a provision in its certificate of
incorporation which eliminates or limits the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such provision may 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 or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv)
for any transaction from which the director derived an improper personal
benefit. The Company has included provisions of the foregoing type in Article
5 of its Certificate of Incorporation.
The Registrant maintains directors and officers liability insurance
coverage for its directors and officers providing coverage for damages,
judgments, settlements, defense costs, charges and expenses incurred by reason
of any actual or alleged breach of duty, error, misstatement, misleading
statement or omission done or made in their capacities as directors and/or
officers of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following are filed as exhibits to this registration statement:
Exhibits Description
_________ ______________
5 Opinion of Mayer, Brown & Platt.
24.1 Consent of Price Waterhouse.
24.2 Consent of Landauer Associates, Inc.
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
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 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 Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 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 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.
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 San Francisco, State of California, on October
6, 1994.
CATELLUS DEVELOPMENT CORPORATION
(Registrant)
By /s/ Nelson C. Rising
____________________________________
Name: Nelson C. Rising
Title: President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
__________ _______ _______
Principal Executive Officer: President and October 6, 1994
Chief Executive
/s/ Nelson C. Rising Officer, Director
_____________________________
Nelson C. Rising
Principal Accounting Officer: Controller October 6, 1994
/s/ David M. Perna
_____________________________
David M. Perna
/s/ Joseph F. Alibrandi Director October 6, 1994
_____________________________
Joseph F. Alibrandi
/s/ Darla Totusek Flanagan Director October 6, 1994
_____________________________
Darla Totusek Flanagan
/s/ Gary M. Goodman Director October 6, 1994
____________________________
Gary M. Goodman
/s/ Robert D. Krebs Director October 6, 1994
____________________________
Robert D. Krebs
/s/ Judd D. Malkin Director October 6, 1994
____________________________
Judd D. Malkin
/s/ Joseph R. Seiger Director October 6, 1994
____________________________
Joseph R. Seiger
/s/ Jacqueline R. Slater Director October 6, 1994
____________________________
Jacqueline R. Slater
/s/ Thomas M. Steinberg Director October 6, 1994
____________________________
Thomas M. Steinberg
/s/ John E. Zuccotti Director October 6, 1994
____________________________
John E. Zuccotti
EXHIBIT INDEX
Sequentially
Exhibit No. Document Numbered Page
___________ ________ _____________
5 Opinion of Mayer, Brown & Platt 8
24.1 Consent of Price Waterhouse 10
24.2 Consent of Price Waterhouse 12
Exhibit 5
March 17, 1995
Catellus Development Corporation
201 Mission Street
San Francisco, California 94105
Re: Catellus Development Corporation Form S-8 -- Amended and Restated
Executive Stock Option Plan and Stock Option Agreement (Joseph R.
Seiger)
_________________________________________________________________
Gentlemen and Ladies:
We have acted as counsel for Catellus Development Corporation (the
"Company") in connection with preparation of the above-referenced Registration
Statement on Form S-8 (the "Registration Statement"), filed pursuant to the
Securities Act of 1933, as amended. The Registration Statement relates to the
proposed offering by the Company of an aggregate of 3,100,000 shares of the
Company's common stock, par value $0.01 per share (the "Common Stock"),
pursuant to its Amended and Restated Executive Stock Option Plan (the "Plan")
and a separate Stock Option Agreement entered into between the Company and Mr.
Joseph R. Seiger, who is the Chairman of the Board of Directors of the Company
(the "Option Agreement").
We have reviewed the corporate proceedings taken by the Company in
connection with the Registration Statement and the issuance of the Common
Stock. In addition, we have examined such documents, legal opinions, corporate
and other records of the Company and certificates of public officials and
officers of the Company as we have deemed necessary or appropriate to provide a
basis for the opinion set forth below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as original documents and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
On the basis of the foregoing, and upon consideration of applicable law,
we are of the opinion that the Common Stock to be issued by the Company
pursuant to the Plan and the Option Agreement has been duly authorized and,
when issued in accordance with the terms set forth in, respectively, the Plan
and the Option Agreement, will be duly and validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
Mayer, Brown & Platt
Exhibit 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
___________________________________
We hereby consent to the incorporation by reference in the Catellus
Development Corporation Amended and Restated Executive Stock Option Plan and
the Stock Option Agreement (Joseph R. Seiger) to be filed with the Securities
Exchange Commission on Form S-8 of our report, dated February 18, 1994,
appearing on page F-2 of the Catellus Development Corporation Annual Report on
Form 10-K for the year ended December 31, 1993. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears on page S-1 of such Annual Report of Form 10-K.
Price Waterhouse LLP
March 13, 1995
Exhibit 24.2
CONSENT OF INDEPENDENT REAL ESTATE APPRAISERS
_____________________________________________
We hereby consent to the incorporation by reference in the Catellus
Development Corporation Amended and Restated Executive Stock Option Plan and
the Stock Option Agreement (Joseph R. Seiger) to be filed with the Securities
Exchange Commission on Form S-8 of our report, dated February 17, 1994, which
report is included in the Annual Report on Form 10-K of Catellus Development
Corporation.
LANDAUER ASSOCIATES, INC.
Real Estate Counselors
James C. Kafes, MAI, CRE John F. Brengelman
Managing Director Senior Vice President
New York, NY
March 13, 1995
