As filed with the Securities and Exchange Commission on July 10,1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
FM Properties Inc.
(Exact name of registrant as specified in its charter)
Delaware 72-1211572
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1615 Poydras Street
New Orleans, Louisiana 70112
(Address, including zip code, of registrant's
principal executive offices)
FM Properties Inc. 1996 Stock Option Plan for Non-Employee Directors
(Full title of the plan)
__________
John G. Amato
General Counsel
FM Properties Inc.
1615 Poydras Street
New Orleans, Louisiana 70112
(504) 582-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of Amount to be offering price aggregate registration
securities to be registered registered(1) per unit offering price fee
___________________________ _______________ _________________ ____________________ ________________
<S> <C> <C> <C> <C>
Common Stock (par value
$.01 per share) 40,000 Shares $ 2.750(2) $ 110,000.00(2) $ 33.34(2)
Common Stock (par value
$.01 per share) 210,000 Shares $ 3.9375(3) $ 826,875.00(3) $ 250.57(3)
Total Common Stock 250,000 Shares $ 936,875.00 $ 283.91
</TABLE>
(1) Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of this Registration Statement involving
Common Stock of the Company, the number of shares registered shall be
automatically increased to cover the additional shares in accordance
with Rule 416(a) under the Securities Act of 1933.
(2) Computed in accordance with Rule 457(h)(1) under the Securities Act of
1933, based on the price at which such options may be exercised.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low price per share of the Common Stock on The
Nasdaq Stock Market on July 7, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by FM Properties Inc.
(the "Company") with the Securities and Exchange Commission (the "SEC"),
are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
ecember 31, 1996 filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act");
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 filed pursuant to Section 13 of the Exchange Act;
(3) All other reports filed by the Company pursuant to Section 13 of the
Exchange Act since December 31, 1996; and
(4) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 dated March 25, 1992, filed under
the Exchange Act, including any amendment thereto or report filed for the
purpose of updating such description.
All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining
unsold shall, except to the extent otherwise provided by Regulation
S-K or any other rule promulgated by the SEC, be deemed to be
incorporated by reference in this Registration Statement and to be 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 General Corporation Law of Delaware empowers the
Company to indemnify, subject to the standards therein prescribed,
any person in connection with any action, suit or proceeding brought
or threatened by reason of the fact that such person is or was a
director, officer, employee or agent of the Company or is or was serving
as such with respect to another corporation or other entity at the request
of the Company. Under the Company's Certificate of Incorporation, the
Company is obligated to indemnify its directors and officers to the
fullest extent permitted by Delaware law. The Company's Certificate
of Incorporation makes such indemnification rights contract rights and
entitles directors and officers to initiate legal action against the
Company to enforce such indemnification rights.
The Company's Certificate of Incorporation also provides that, to the
fullest extent permitted by Delaware law, a director shall not be liable
to the Company or its shareholders for monetary damages for breach of
fiduciary duty as a director. However, the Company's Certificate of
Incorporation does not eliminate a director's liability for breach of the
duty of loyalty, acts or omissions not in good faith, certain payments not
permitted under the Delaware General Corporation Law, or transactions in
which the director derives an improper benefit.
The Company's Certificate of Incorporation also authorizes the Company to
enter into indemnification agreements with any such persons providing for
indemnification rights to the maximum extent permitted by law.
The Company has purchased from Reliance Insurance Company and Executive
Risk Indemnity Inc. directors and officers liability policies with a
combined annual aggregate limit of $15,000,000 to insure certain liabilities
of its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere
& Denegre, L.L.P.
15 Letter from Arthur Andersen LLP concerning unaudited interim
financial information.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carerre
& Denegre, L.L.P. (included in Exhibit 5).
24 Powers of Attorney pursuant to which this Registration Statement
has been signed on behalf of certain officers and directors of the
Company.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 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
proceedings) 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 of
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
The Registrant. 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 New Orleans, State of
Louisiana, on July 10, 1997.
FM Properties Inc.
By: /s/ Richard C. Adkerson
Richard C. Adkerson
Chairman of the Board 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 dates indicated.
Signature Title Date
/s/ Richard C. Adkerson Director, Chairman of the Board, July 10, 1997
Richard C. Adkerson and Chief Executive Officer
(Principal Executive Officer)
* President, Chief Operating Officer, July 10, 1997
William H. Armstrong, III and Chief Financial Officer
(Principal Financial Officer)
* Vice President and Controller July 10, 1997
William J. Blackwell (Principal Accounting Officer)
* Director July 10, 1997
James C. Leslie
* Director July 10, 1997
Michael D. Madden
*By: /s/ Richard C. Adkerson
Richard C. Adkerson
Attorney-in-Fact
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description of Exhibits Page
5 Opinion of Jones, Walker, Waechter, Poitevent, Carerre &
Denegre, L.L.P.
15 Letter from Arthur Andersen LLP concerning unaudited
interim financial information.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carerre &
Denegre, L.L.P. (included in Exhibit 5).
24 Powers of Attorney pursuant to which this Registration
Statement has been signed on behalf of certain officers
and directors of the Company.
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
July 10, 1997
FM Properties Inc.
1615 Poydras Street
New Orleans, Louisiana 70112
Gentlemen:
We have acted as counsel for FM Properties Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the
Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to the offering by the Company of
250,000 shares (the "Shares") of common stock, $.01 par value for each
share, pursuant to the terms of the 1996 Stock Option Plan for Non-Employee
Directors (the "Plan") of the Company.
Based upon the foregoing and upon our examination of such matters as
we deem necessary to furnish this opinion, we are of the opinion that
the Shares have been duly authorized and, when issued for at least par
value upon the terms described in the Plan and the Registration Statement,
will be validly issued and outstanding, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
Margaret F. Murphy, Partner
[Letterhead of Arthur Andersen LLP]
July 10, 1997
FM Properties Inc.
1615 Poydras St.
New Orleans, LA 70112
Gentlemen:
As independent public accountants, we hereby acknowledge our
awareness of the incorporation in the Registration Statement
(the "Registration Statement") on Form S-8 to be filed by FM
Properties Inc. (the "Company") in July, 1997, with the
Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Act"), of our report
(the "Report") dated April 22, 1997, covering our review of the
unaudited interim financial statements of the Company and its
consolidated subsidiaries as of March 31, 1997 and for the
three-month periods ended March 31, 1997 and 1996, which Report
was included in the Quarterly Report of the Company on Form 10-
Q for the quarter ended March 31, 1997. Pursuant to Rule
436(c) promulgated by the SEC under the Act, the Report is not
considered a part of the Registration Statement prepared or
certified by us or a report prepared or certified by us within
the meaning of Sections 7 and 11 of the Act.
Very truly yours,
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 21,
1997 included in FM Properties Inc.'s Form 10-K for the year ended December
31, 1996 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
July 10, 1997
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of FM Properties Inc. (the
"Company"), does hereby make, constitute, and appoint RICHARD
C. ADKERSON, WILLIAM H. ARMSTRONG, III, JOHN G. AMATO, WILLIAM
J. BLACKWELL, and MICHAEL C. KILANOWSKI, JR., and each of them
acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full
power of substitution and resubstitution to execute, deliver,
and file, for and on behalf of the undersigned and in the name
of the undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined
to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the
1996 Stock Option Plan for Non-Employee Directors of the
Company, and any amendment or amendments to such Registration
Statement and any other document in support thereof or
supplemental thereto, and the undersigned hereby grants to said
attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry
out fully the intent of the foregoing as the undersigned might
or could do personally or in the capacity or capacities as
aforesaid, hereby ratifying and confirming all acts and things
that said attorney or attorneys may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 8th day of May, 1997.
/s/ William H. Armstrong, III
WILLIAM H. ARMSTRONG, III
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of FM Properties Inc. (the
"Company"), does hereby make, constitute, and appoint RICHARD
C. ADKERSON, WILLIAM H. ARMSTRONG, III, JOHN G. AMATO, WILLIAM
J. BLACKWELL, and MICHAEL C. KILANOWSKI, JR., and each of them
acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full
power of substitution and resubstitution to execute, deliver,
and file, for and on behalf of the undersigned and in the name
of the undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined
to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the
1996 Stock Option Plan for Non-Employee Directors of the
Company, and any amendment or amendments to such Registration
Statement and any other document in support thereof or
supplemental thereto, and the undersigned hereby grants to said
attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry
out fully the intent of the foregoing as the undersigned might
or could do personally or in the capacity or capacities as
aforesaid, hereby ratifying and confirming all acts and things
that said attorney or attorneys may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 8th day of May, 1997.
/s/ William J. Blackwell
WILLIAM J. BLACKWELL
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of FM Properties Inc. (the
"Company"), does hereby make, constitute, and appoint RICHARD
C. ADKERSON, WILLIAM H. ARMSTRONG, III, JOHN G. AMATO, WILLIAM
J. BLACKWELL, and MICHAEL C. KILANOWSKI, JR., and each of them
acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full
power of substitution and resubstitution to execute, deliver,
and file, for and on behalf of the undersigned and in the name
of the undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined
to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the
1996 Stock Option Plan for Non-Employee Directors of the
Company, and any amendment or amendments to such Registration
Statement and any other document in support thereof or
supplemental thereto, and the undersigned hereby grants to said
attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry
out fully the intent of the foregoing as the undersigned might
or could do personally or in the capacity or capacities as
aforesaid, hereby ratifying and confirming all acts and things
that said attorney or attorneys may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 8th day of May, 1997.
/s/ James C. Leslie
JAMES C. LESLIE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of FM Properties Inc. (the
"Company"), does hereby make, constitute, and appoint RICHARD
C. ADKERSON, WILLIAM H. ARMSTRONG, III, JOHN G. AMATO, WILLIAM
J. BLACKWELL, and MICHAEL C. KILANOWSKI, JR., and each of them
acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full
power of substitution and resubstitution to execute, deliver,
and file, for and on behalf of the undersigned and in the name
of the undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined
to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the
1996 Stock Option Plan for Non-Employee Directors of the
Company, and any amendment or amendments to such Registration
Statement and any other document in support thereof or
supplemental thereto, and the undersigned hereby grants to said
attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry
out fully the intent of the foregoing as the undersigned might
or could do personally or in the capacity or capacities as
aforesaid, hereby ratifying and confirming all acts and things
that said attorney or attorneys may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 8th day of May, 1997.
/s/ Michael D. Madden
MICHAEL D. MADDEN
