As filed with the Securities and Exchange Commission on October 25, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HOME PROPERTIES OF NEW YORK, INC.
(exact name of registrant as specified in its charter)
Maryland 16-1455126
- ---------------------------- ---------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
850 Clinton Square, Rochester, New York 14604
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
HOME PROPERTIES OF NEW YORK, INC.
AMENDED AND RESTATED STOCK BENEFIT PLAN
--------------------------------------------------------------------
(Full title of the Plan)
Ann M. McCormick, Esq.
Vice President, Secretary and General Counsel
Home Properties of New York, Inc.
850 Clinton Square
Rochester, New York 14604
(716) 546-4900
- -------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Deborah McLean Quinn, Esq.
Nixon Peabody LLP
900 Clinton Square
Rochester, New York 14604
(716)263-1000
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be price per Offering Registration
Registered Registered share* Price* Fee
---------------- ---------------- ------------- ------------- ---------------
Common Stock 650,000** $27.00 $17,550,000 $4,878.90
$.01 par value
* Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based upon the average of the closing price for the
registrant's Common Stock on the New York Stock Exchange reported as of October
22, 1999.
** Shares to be issued pursuant to stock options or restricted stock awards,
or in settlement of stock appreciation rights, granted under the registrant's
Amended and Restated Stock Benefit Plan, as amended.
Pursuant to Rule 416, there are also being registered such additional shares of
Common Stock as may become issuable pursuant to anti-dilution provisions of the
Plan.
Approximate date of commencement of the proposed sale of the securities to the
public: From time to time after the Registration Statement becomes effective.
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to an amendment to the Home
Properties of New York, Inc. Amended and Restated Stock Benefit Plan which
increased the number of shares of common stock, $.01 par value per share (the
"Common Stock"), to be issued thereunder by 650,000 shares. The contents of
the Company's Registration Statement on Form S-8 (File No. 333-05705), filed
with the Securities and Exchange Commission on June 11, 1996 (the "1996 S-8"),
are hereby incorporated by reference pursuant to Instruction E to Form S-8.
The 1996 S-8 registered the Registrant's 1994 Stock Benefit Plan. That Plan
was subsequently amended and restated and this Registration Statement relates
to an amendment of the Amended and Restated Stock Benefit Plan. Also, pursuant
to Instruction E to Form S-8, the filing fee is being paid only with respect to
the 650,000 shares of Common Stock not previously registered.
<PAGE>
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 Rochester, State of New York, on the 25th day of
October, 1999.
HOME PROPERTIES OF NEW YORK, INC.
(Registrant)
/s/ Amy L. Tait
-------------------_
Amy L. Tait, Executive Vice President
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby severally constitutes and appoints Norman P. Leenhouts,
Nelson B. Leenhouts, Richard J. Crossed and Amy L. Tait, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments
to the Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that each said attorneys-in-
fact and agents or any of them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
- -------------------- -------------------------- --------------
/s/ Norman P. Leenhouts Director, Chairman and October 25, 1999
- ----------------------- Co-Chief Executive Officer
Norman P. Leenhouts (Principal Executive Officer)
/s/ Nelson B. Leenhouts Director, President and October 25, 1999
- ----------------------- Co-Chief Executive Officer
Nelson B. Leenhouts (Principal Executive Officer)
/s/ Richard J. Crossed Director, Executive Vice October 25, 1999
- ----------------------- President
Richard J. Crossed
/s/ Amy L. Tait Director, Executive Vice October 25, 1999
- ----------------------- President
Amy L. Tait
/s/ David P. Gardner Vice President, Chief October 25, 1999
- ------------------------ Financial Officer and
David P. Gardner Treasurer (Principal
Financial and Accounting
Officer)
/s/ Burton S. August, Sr. Director October 25, 1999
- ------------------------
Burton S. August, Sr.
/s/ William Balderston, III Director October 25, 1999
- -------------------------
William Balderston, III
/s/ Alan L. Gosule Director October 25, 1999
- -------------------------
Alan L. Gosule
/s/ Leonard F. Helbig, III Director October 25, 1999
- --------------------------
Leonard F. Helbig, III
/s/ Roger W. Kober Director October 25, 1999
- ---------------------------
Roger W. Kober
/s/ Albert P. Small Director October 25, 1999
- ---------------------------
Albert P. Small
/s/ Clifford W. Smith, Jr. Director October 25, 1999
- ---------------------------
Clifford W. Smith, Jr.
/s/ Paul L. Smith Director October 25, 1999
- ----------------------------
Paul L. Smith
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION.
Exhibit No. Description Location
------------- ----------------------------------------------- -----------
<S> <C> <C>
4.1 Home Properties of New York, Inc. Amended Incorporated by
and Restated Stock Benefit Plan reference to the
Form 8-K filed by Home
Properties of New York, Inc.
dated June 6, 1996
4.2 Amendment Number One to Amended and Filed herewith
and Restated Stock Benefit Plan
4.3 Articles of Amendment and Restatement of Incorporated by
Articles of Incorporation of Home Properties reference to the Home
of New York, Inc. Properties of New York, Inc. Registration Statement on
Form S-11, File No. 33-78862
(the "S-11 Registration Statement")
4.4 Articles of Amendment to the Articles of Incorporated by reference
Incorporation of Home Properties of New York, to the Home Properties
Inc. of New York, Inc. Registration
Statement on Form S-3, File No.
333-52601 filed May 14, 1998.
4.5 Articles of Amendment to the Articles of Incorporated by reference
Incorporation of Home Properties of New York to the Form 8-K filed by Home
Inc. Properties of New York, Inc.
dated July 2, 1999.
4.6 Amended and Restated By-laws of Home Properties Incorporated by
of New York, Inc. reference to
the S-11 Registration
Statement.
5 Opinion of Ann M. McCormick, Esq. as to the Filed herewith.
legality of Common Stock
23.1 Consent of Ann M. McCormick, Esq. Included as part of
Exhibit 5.
23.2 Consent of PriceWaterhouseCoopers LLP, Filed herewith
independent accountants
</TABLE>
EXHIBIT 4.2
HOME PROPERTIES OF NEW YORK, INC.
AMENDMENT NUMBER ONE
TO
AMENDED AND RESTATED
STOCK BENEFIT PLAN
By resolution unanimously adopted by the Board of Directors of Home Properties
of New York, Inc. at a meeting duly called and held on August 3, 1999, Section
2.5 of the Amended and Restated Stock Benefit Plan of Home Properties of New
York, Inc. was amended to increase the maximum number of shares of Common
Stock which may be subject to awards under the Plan to 1,650,000 from
1,000,000.
Certified by : /s/ Ann M. McCormick
--------------------
Ann M. McCormick
Secretary, Home Properties of New York, Inc.
EXHIBIT 5
October 25, 1999
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
RE: Home Properties of New York, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
I am Vice President, Secretary and General Counsel of Home Properties of
New York, Inc. (the "Company") and have acted on behalf of the Company in
connection with its Registration Statement on Form S-8 to register under
the Securities Act of 1933, as amended, an aggregate of 650,000 shares of
Common Stock of the Company (the "Shares") to be issued pursuant to the
Compay's Amended and Restated Stock Benefit Plan (the "Plan").
I have examined and am familiar with originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate
records and other instruments as I have deemed necessary or appropriate
in connection with rendering this opinion.
Based on the foregoing, I am of the opinion that the stock options,
restricted stock grants and stock appreciation rights provided for in the
Plan described in the above-referenced Registration Statement have been
duly authorized by the Company for issuance to eligible employees of the
Company and its subsidiaries in accordance with the terms of the Plan and
that the Shares have been duly authorized by the Company for issuance and
will, when issued in accordance with the terms of the Plan upon the
exercise of options or pursuant to restricted stock grants or stock
appreciation rights granted thereunder, be validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Registration Statement on Form S-8 and any reference to
me contained therein.
Very truly yours,
Ann M. McCormick
Vice President, Secretary
and General Counsel
AMM:srv
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
this Form S-8 to be filed by Home Properties of New York, Inc. of our reports,
(1) dated January 30, 1999, on our audits of the consolidated financial
statements and financial statement schedule of Home Properties of New York,
Inc. as of December 31, 1998 and 1997, and for the three years in the period
ended December 31, 1998, which reports were included in the 1998 Annual Report
on Form 10-K, (2) dated June 18, 1999 on our audit of the CRC Portfolio for
the year ended December 31, 1998, which report is included in Form 8-K/A
Amendment No. 1 dated and filed on July 1, 1999, (3) dated July 1, 1999 on our
audit of the MidAtlantic Portfolio for the year ended December 31, 1998, which
report is included in Form 8-K dated and filed on July 15, 1999.
/S/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Rochester, New York
October 25, 1999
