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As filed with the Securities and Exchange Commission on October 7, 1997
Registration No. 333-20713
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
______
AMBASSADOR APARTMENTS, INC.
(Exact name of registrant as specified in its charter)
Maryland 36-3948161
(State of incorporation) (I.R.S. Employer
Identification No.)
77 West Wacker Drive, Suite 4040
Chicago, Illinois 60601
(312) 917-1600
(Address of principal executive offices)
____________
THE 1994 STOCK INCENTIVE PLAN FOR OFFICERS, DIRECTORS
AND KEY EMPLOYEES OF AMBASSADOR APARTMENTS, INC.,
AMBASSADOR APARTMENTS, L.P. AND SUBSIDIARIES;
THE 1996 STOCK INCENTIVE PLAN FOR OFFICERS, DIRECTORS
AND KEY EMPLOYEES OF AMBASSADOR APARTMENTS, INC.,
AMBASSADOR APARTMENTS, L.P. AND SUBSIDIARIES
(Full title of the plans)
______________
<TABLE>
<S> <C>
David M. Glickman Copy to:
Chairman of the Board and Chief Executive Officer Robert S. Osborne, P.C.
77 West Wacker Drive, Suite 4040 Kirkland & Ellis
Chicago, Illinois 60601 200 East Randolph Drive
(312) 917-1600 Chicago, Illinois 60601
(Name, address, including zip code, and telephone number
including area code, of agent for service)
</TABLE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed maximum Amount of
Title of securities Amount to be Proposed maximum aggregate offering registration fee
to be registered registered price per share (1) price (1) (1)(2)
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Common Stock, par
value $0.01 per
share 719,000 shares $18.742887 $13,476,136 $4,084
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</TABLE>
(1) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the proposed maximum offering price per share is based upon (1)
the average exercise price per share ($18.742887) of outstanding options
for 656,010 shares (of which 425,000 have been previously registered) and
(2) the average ($23.78125) of the high and low prices for the Company's
Common Stock on the New York Stock Exchange for October 3, 1997, for the
remaining 62,990 additional shares to be registered.
(2) $2,109 previously paid with initial filing, and $1,975 paid with this
filing.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Ambassador Apartments, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31 and June 30, 1997.
(c) The Company's Current Reports on Form 8-K dated December 18,
1996, and February 21, March 3, June 23, June 27, and August 25,
1997.
(d) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the Company's fiscal year ended
December 31, 1996.
(e) The Company's description of its Common Stock contained in
the Registration Statement on Form 8-A filed on December 8, 1995,
and any amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 to be incorporated by reference in the registration statement and to be
part thereof from the date of filing such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement 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 so modified or
superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Company's charter and bylaws authorize the Company to indemnify its
present and former directors and officers and to pay or reimburse expenses for
such individuals in advance of the final disposition of a proceeding to the
maximum extent permitted from time to time under Maryland law. The Maryland
General Corporation Law (the "MGCL") provides that indemnification of a person
who is a party, or threatened to be made a party, to legal proceedings by
reason of the fact such a person is or was a director, officer, employee or
agent of a corporation, or is or was serving as a director, officer, employee
or agent of a corporation or other firm at the request of a corporation,
against expenses, judgments, fines and amounts paid in settlement, is mandatory
in certain circumstances and permissive in others, subject to authorization by
the board of directors, so long as a person seeking indemnification acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best
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interests of the corporation, did not act with active and deliberate dishonesty
or receive an improper personal benefit in money, property or services and,
with respect to criminal proceedings, had no reason to believe that his or her
conduct was unlawful.
Each of The 1994 Stock Incentive Plan for Officers, Directors and Key
Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and
Subsidiaries and The 1996 Stock Incentive Plan for Officers, Directors and Key
Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and
Subsidiaries (together, the "Plans") provides that, to the fullest extent
permitted by law, each of the directors and officers of the Company shall be
held harmless and be indemnified by the Company for any liability, loss
(including amounts paid in settlement), damages or expenses (including
reasonable attorneys' fees) suffered by virtue of any determinations, acts or
failures to act, or alleged acts or failures to act, in connection with the
administration of such plan so long as such person is not determined by a final
adjudication to be guilty of willful misconduct with respect to such
determination, action or failure to act. The Company's officers and directors
are also indemnified pursuant to the Amended and Restated Agreement of
Ambassador Apartments, L.P., as amended, The 1997 Stock Incentive Plan for
Officers, Directors and Key Employees of Ambassador Apartments, Inc.,
Ambassador Apartments, L.P. and Subsidiaries and their respective
indemnification and employment agreements.
The Company's charter provides that, to the fullest extent permitted by
Maryland law, a director or officer of the Company shall not be personally
liable to the Company or its stockholders for money damages. The MGCL provides
that a corporation formed in Maryland may include in its articles of
incorporation a provision eliminating or limiting the liability of its
directors and officers to the corporation or its stockholders for money damages
except for (i) active and deliberate dishonesty established by a final judgment
or (ii) actual receipt of an improper benefit or profit in money, property or
services.
The Company purchased an insurance policy which purports to insure the
officers and directors of the Company against certain liabilities incurred by
them in the discharge of their functions as such officers and directors except
for liabilities resulting from any deliberately dishonest or fraudulent act or
omission, or any criminal or malicious act or omission, or any willful
violation of law or based upon or attributable to their gaining in fact any
personal profit or advantage to which they were not legally entitled.
Insofar as indemnification by the Company for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, the
Company has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1* The 1994 Stock Incentive Plan for Officers, Directors and Key Employees
of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and
Subsidiaries.
4.2 Amendment to the 1994 Stock Incentive Plan for Officers, Directors and
Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.
and Subsidiaries, incorporated by reference to Exhibit 10.41 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1996.
4.3 The 1996 Stock Incentive Plan for Officers, Directors and Key Employees
of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and
Subsidiaries, as amended March 20, 1997, incorporated by reference to
Exhibit 10.42 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996.
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4.4 Amended and Restated Articles of Incorporation of the Company, as
amended, incorporated by reference to Exhibit 3.4 to the Company's
Current Report on Form 8-K dated May 29, 1996.
4.5 Articles Supplementary, incorporated by reference to Exhibit 3.5 to
the Company's Current Report on Form 8-K dated May 29, 1996.
4.6 Amended and Restated Bylaws of the Company, as amended, incorporated
by reference to Exhibit 3.2 to the Company's Registration Statement
on Form S-11, as amended (Reg. No. 33-77972).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll with respect to the
validity of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Ballard Spahr Andrews & Ingersoll (included in their
opinion filed as Exhibit 5.1).
24.1* Power of Attorney (included on page 5 of initial filing).
__________________
*Previously filed.
Item 9. Undertakings.
1. The undersigned registrant hereby undertakes (a) 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; (b)
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; and (c) 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.
2. 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.
3. 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
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and have duly caused this Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, and in the capacity indicated, in the
City of Chicago, State of Illinois, on the 7th day of October, 1997.
AMBASSADOR APARTMENTS, INC.
By: /s/ David M. Glickman
------------------------------------
Name: David M. Glickman
Title: Chief Executive Officer
* * * * *
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement and power of attorney
have been signed on October 7, 1997, by the following persons in the capacities
indicated:
SIGNATURE CAPACITY
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/s/ David M. Glickman Chairman of the Board and Chief Executive Officer
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David M. Glickman
/s/ Debra A. Cafaro President and Director
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Debra A. Cafaro
/s/ Thomas J. Coorsh Senior Vice President and Chief Accounting Office
- ---------------------- (Principal Financial and Accounting Officer)
Thomas J. Coorsh
Norman R. Bobins* Director
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Norman R. Bobins
David B. Heller* Director
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David B. Heller
Matthew W. Kaplan* Director
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Matthew W. Kaplan
Richard F. Levy* Director
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Richard F. Levy
Jane R. Patterson* Director
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Jane R. Patterson
Michael W. Reschke* Director
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Michael W. Reschke
* By: /s/ David M. Glickman
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David M. Glickman
Attorney-in-fact
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INDEX TO EXHIBITS
Exhibit
No. Description of Exhibits
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4.1* The 1994 Stock Incentive Plan for Officers, Directors and Key Employees
of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and
Subsidiaries.
4.2 Amendment to the 1994 Stock Incentive Plan for Officers, Directors and
Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.
and Subsidiaries, incorporated by reference to Exhibit 10.41 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1996.
4.3 The 1996 Stock Incentive Plan for Officers, Directors and Key Employees
of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and
Subsidiaries, as amended March 20, 1997, incorporated by reference to
Exhibit 10.42 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996.
4.4 Amended and Restated Articles of Incorporation of the Company, as
amended, incorporated by reference to Exhibit 3.4 to the Company's
Current Report on Form 8-K dated May 29, 1996.
4.5 Articles Supplementary, incorporated by reference to Exhibit 3.5 to the
Company's Current Report on Form 8-K dated May 29, 1996.
4.6 Amended and Restated Bylaws of the Company, as amended, incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement on For
S-11, as amended (Reg. No. 33-77972).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll with respect to the
validity of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Ballard Spahr Andrews & Ingersoll (included in their opinion
filed as Exhibit 5.1).
24.1* Power of Attorney (included on page 5 of initial filing).
__________________
*Previously filed.
<PAGE> 1
Exhibit 5.1
[Ballard Spahr Andrews & Ingersoll Letterhead]
October 7, 1997
Ambassador Apartments, Inc.
Suite 4040
77 West Wacker Drive
Chicago, Illinois 60601
Re: AMBASSADOR APARTMENTS, INC. REGISTRATION
STATEMENT ON FORM S-8 (FILE NO. 333-20713) AND
AMENDMENT NO. 1 THERETO - 719,000 SHARES OF COMMON
STOCK, PAR VALUE - $.01 PER SHARE
Ladies and Gentlemen:
In connection with the registration of 719,000 shares of Common Stock, par
value $.01 per share (the "Stock") under the Securities Act of 1933, as amended
(the "Act"), by Ambassador Apartments, Inc., a Maryland corporation (the
"Corporation"), pursuant to Registration Statement on Form S-8 (File No.
333-20713) filed with the Securities and Exchange Commission (the "Commission")
on or about January 29, 1997, and Amendment No. 1 thereto filed with the
Commission on or about the date hereof (the "Registration Statement"), you have
requested our opinion with respect to the matters set forth below.
We have acted as special Maryland corporate counsel for the Company in
connection with the matters described herein. In our capacity as special
Maryland corporate counsel to the Corporation, we have reviewed and are
familiar with the proceedings taken and proposed to be taken by the Corporation
in connection with the authorization, issuance and sale of the Stock and, for
purposes of this Opinion, have assumed such proceedings will be timely
completed in the manner presently proposed. We have examined the Charter of
the Company (the "Charter"), represented by certified copies of the Articles of
Incorporation filed with the State Department of Assessment and Taxation of
Maryland (the "SDAT") on April 15, 1994, Articles of Amendment filed with SDAT
on July 1, 1994, Articles of Amendment and Restatement filed with SDAT on
August 16, 1994, Articles of Amendment filed with SDAT on May 29, 1996, and
Articles Supplementary filed with SDAT on August 16, 1996, the Amended and
Restated Bylaws of the Corporation and certain actions taken by the
Corporation's Board of Directors and Stockholders, including relevant
authorizations and approvals. We have also examined a copy of the 1994 Stock
Incentive Plan for Officers, Directors and Key Employees of Ambassador
Apartments,
<PAGE> 2
Inc., Ambassador Apartments, L.P. and Subsidiaries, as amended to date, and the
1996 Stock Incentive Plan for Officers, Directors and Key Employees of
Ambassador Apartments, Inc., Ambassador Apartments, L.P. and subsidiaries, as
amended to date (collectively, the "Plans"). We have assumed that the options
pursuant to which the stock is to be issued are, or at the time of issuance of
the corresponding shares of Stock will be, validly issued and outstanding, and
that such options have not been and will not be transferred or issued to the
holder thereof in violation of the restrictions or limitations contained in the
Charter. We have also examined such laws, records, documents, certificates,
opinions and instruments as we have deemed necessary to render this Opinion.
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to the originals of
all documents submitted to us as certified, photostatic, facsimile or conformed
copies. In addition, we have assumed that each person executing the
instrument, document or certificate referred to herein on behalf of any party
is duly authorized to do so, and that each certificate submitted to us as true
and accurate, both when given and as of the date hereof.
Based on the foregoing and subject to the assumptions and qualifications
set forth herein, it is our opinion that, as of the date of this letter, the
Stock has been duly authorized and will, upon issuance and delivery in
accordance with, and subject to, the terms and conditions of the Plans and as
described in the Registration Statement, be validly issued, fully paid and
non-assessable.
We consent to your filing of this Opinion as an exhibit to the
Registration Statement and to the reference to the name of our firm under the
heading "Legal Matters."
We are qualified to practice law in the State of Maryland and do not
express any opinions herein concerning any law other than the law of the State
of Maryland. Furthermore, the opinions presented in this letter are limited to
the matters specifically set forth herein and no other opinion shall be
inferred beyond the matters expressly stated.
The opinions expressed in this letter are solely for your use and may not
be relied upon by any person without our prior written consent.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement (Form S-8 No. 333-20713) pertaining to the
Ambassador Apartments, Inc. 1994 Stock Incentive Plan and 1996 Stock Incentive
Plan of our report dated January 27, 1997, except for Note 15, as to which the
date is March 13, 1997, and Note 2(J) as to which the date is March 31, 1997,
with respect to the consolidated financial statements and schedule of Ambassador
Apartments, Inc., included in its Annual Report (Form 10-K) for the year ended
December 31, 1996, our reports dated February 19, 1997, with respect to the
statements of revenue and certain expenses of Sun Lake Apartments and Haverhill
Commons Apartments for the year ended December 31, 1995, included in the
Ambassador Apartments, Inc. Current Report on Form 8-K dated February 21, 1997
and our report dated February 28, 1997, with respect to the statement of
revenue and certain expenses of Crossings of Bellevue Apartments for the year
ended December 31, 1995, included in the Ambassador Apartments, Inc. Current
Report on Form 8-K dated March 3, 1997, all filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
October 3, 1997
<PAGE> 1
Exhibit 23.2
[Coopers & Lybrand Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post Effective Amendment No. 1
to the Registration Statement of Ambassador Apartments, Inc. on Form S-8 of our
report dated February 15, 1996 on our audit of the financial statements of
Arbors and Ocean Oaks Real Estate Limited Partnership as of December 31, 1995
and 1994 and for the year ended December 31, 1995 and the period from inception
(March 28, 1994) through December 31, 1994, which report is included in the
Ambassador Apartments, Inc. current report on Form 8-K dated February 21, 1997.
We also consent to the reference of our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Dallas, Texas
October 3, 1997
