<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
DECEMBER 7, 1998
Registration No. 333-XXXXXX
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- ---------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
- ---------------------------------------------------------------------------
THE SOUTHLAND CORPORATION
(Exact name of registrant as specified in its charter)
Texas 75-1085131
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2711 North Haskell Avenue
Dallas, Texas 75204-2906
(Address of principal executive offices, including zip code)
- ---------------------------------------------------------------------------
THE SOUTHLAND CORPORATION STOCK COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
Carol S. Hilburn
Associate General Counsel
The Southland Corporation
2711 North Haskell Avenue
Dallas, Texas 75204-2906
(214) 828-7011
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
<C>
Title of Proposed
securities to Amount to be maximum Proposed maximum
be registered registered offering price aggregate offering Amount of
per share (1) price (1) registration fee
- ---------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Common
Stock (1) 1,200,000 shares $2.09 $2,508,000 $697.22
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) The maximum aggregate offering price is based upon an estimate,
solely for the purposes of calculating the registration fee.
1
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participating non-employee directors as specified by
Rule 428(b)(1) promulgated under the Securities Act of1933, as amended.
Such document(s) and the documents incorporated by reference herein
pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933,
as amended.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Securities and Exchange
Commission (the "Commission") by The Southland Corporation (File Nos. 0-676
and 0-16626), a Texas corporation (the "Company"), and are incorporated
herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1998, June 30, 1998, and September 30, 1998, and;
(c) The description of the Company's Common Stock, $.0001 par value per share,
contained in Item 1 of the Company's Registration Statement on Form 8-A filed
with the Commission on December 12, 1990.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date hereof and prior to the filing of a post
- -effective amendment hereto that indicates that all securities offered hereby
have been sold or that deregisters all such securities then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents. Any statement contained herein or
in any 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 to constitute a
part of this Registration Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
The Southland Corporation Stock Compensation Plan for Non-Employee
Directors (the "Plan") is available to all non-employee directors of The
Southland Corporation (the "Company"). Participation in the Plan is
voluntary. All eligible directors will be given the opportunity, within
thirty days following their election as a director or promptly following the
adoption of the Plan, whichever is later, to elect to receive a portion or
all of their director's fees in stock rather than in cash. This election may
be changed not more frequently than quarterly.
Under the terms of the Plan, each non-employee director shall be provided
with a Stock Compensation Election Form (the "Election Form"). By completing
the Election Form, the non-employee director can elect to take all, none, or
a specified dollar amount or a specified percentage, of his director's fees
in Common Stock. The choices made on the Election Form shall remain in
effect until revoked by the non-employee director by filing a new Election
Form or a document of revocation. All Election Forms and revocations
thereof shall be filed with the Secretary of the Company.
2
<PAGE>
Once the Company receives an Election Form requesting that the director's
fees shall be paid in Common Stock, then pursuant to the instructions on the
Election Form, a certificate representing an appropriate number of shares of
Common Stock shall be issued within ten days following the end of the
calendar quarter for which the fees are being paid. The shares of Common
Stock will be valued at the closing price (the "Closing Price") for the
Common Stock on the last trading day for the calendar quarter for which the
fees are being paid, as reported on the NASDAQ National Market (or on such
other exchange as may become the "primary exchange or market on which the
Common Stock is then traded"), and the number of shares of Common Stock to
be issued will be determined by dividing the amount of the director's fees
being paid in stock by the Closing Price. No fractional shares will be
issued and all shares issued will be fully paid and nonassessable on the
books of the Company.
All shares will be issued after the end of the quarter (i.e., all payments
of stock will be in arrears) during which the services are performed,
regardless of the timing for payment of director's fees in cash.
All shares issued in payment of directors' fees will be subject to a six-
month holding period before they can be sold, transferred or otherwise
disposed of; however, once the six-month holding period has been satisfied
there will be no other restrictions on the shares under the Plan. However,
the Company's directors are subject to the provisions of the federal
securities laws, including Sections 10 and 16 of the 1934 Securities Exchange
Act, as amended, and Section 5 of the 1933 Securities Act, as amended, as
well as the rules and regulations promulgated thereunder. These laws, rules
and regulations may impose additional restrictions, as well as reporting
requirements, on transactions by directors of the Company, in addition to any
restrictions specified in the Plan.
The Company reserves the right to amend, modify or terminate the Plan, or
suspend any of its provisions, at any time and from time to time, except that
no such amendment, modification or termination shall adversely affect the
right of any director accrued prior to the time of such amendment,
modification or termination.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby will be passed upon by
Bryan F. Smith, Jr., Senior Vice President and General Counsel of the
Company. Mr. Smith owns 251 shares of common stock of the Company and holds
options to acquire an additional 547,600 shares of common stock, 164,200 of
which are currently exercisable at prices ranging from $2.469 to $3.1825 per
share.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Company's Articles of Incorporation and Bylaws and the
Texas Business Corporation Act, the Company has agreed to indemnify certain
current and former officers and directors in connection with pending
litigation as well as with other actions they may have taken while serving as
directors or officers of the Company. Pursuant to Article 2.02-1 of the
Texas Business Corporation Act, the Company generally has the power to
indemnify its present and former directors and officers against expenses and
liabilities incurred by them in connection with any suit to which they are,
or are threatened to be made, a party by reason of their serving in those
positions so long as they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action, so long as they had no reasonable cause
to believe their conduct was unlawful. With respect to suits by or in the
right of the Company, however, indemnification is generally limited to
attorneys' fees and other expenses and is not available if the person is
adjudged to be liable to the Company, unless the court determines that
indemnification is appropriate. The statute expressly provides that the
power to indemnify authorized thereby is not exclusive of any rights granted
under any bylaw, agreement, vote of stockholders or disinterested directors,
or otherwise. The Company also has the power to purchase and maintain
insurance for its directors and officers.
The preceding discussion is not intended to be exhaustive and is qualified
in its entirety by the Articles of Incorporation, Bylaws and Article 2.02-1
of the Texas Business Corporation Act.
3
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
EXHIBIT NO. PAGE
4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
4.(i)(1) Second Restated Articles of Incorporation of The Southland
Corporation, as amended through March 5, 1991, incorporated by reference to
The Southland Corporation's Annual Report on Form 10-K for the year ended
December 31, 1990, Exhibit 3.(1).
4.(i)(2) Bylaws of The Southland Corporation, restated as amended
through April 24, 1996, incorporated by reference to The Southland
Corporation's Quarterly Report on Form 10-Q for the quarter ended September
30, 1996, Exhibit 3.
4.(i)(3) Specimen Certificate for Common Stock, $.0001 par value,
ncorporated by reference to The Southland Corporation's Annual Report on Form
10-K for the year ended December 31, 1996, Exhibit 4.(I)(1).
4.(i)(4) Form of The Southland Corporation Stock Compensation Plan for
Non-Employee Directors and Election Form, adopted effective as of
October 1, 1998. * Tab 1
4.(ii)(1) Indenture, including Debenture, with Chase Manhattan Trust,
N.A., as successor trustee, providing for 5% First Priority Senior
Subordinated Debentures due December 15, 2003, incorporated by reference to
The Southland Corporation'sAnnual Report on Form 10-K for the year ended
December 31, 1990, Exhibit 4.(ii)(2).
4.(ii)(2) Indenture, including Debentures, with Bank of New York as
successor trustee providing for 4 1/2% Second Priority Senior Subordinated
Debentures(Series A) due June 15, 2004 and 4% Second Priority Senior
Subordinated Debentures (Series B) due June 15, 2004, incorporated by
reference to The Southland Corporation's Annual Report on Form 10-K for the
year ended December 31, 1990, Exhibit 4.(ii)(3).
4.(ii)(3) Form of 41/2% Convertible Quarterly Income Debt Securities due
2010, incorporated by reference to File Nos. 0-676 and 0-16626, Form 8-K,
dated November 21,1995, Exhibit 4(v)1.
4
<PAGE>
4.(ii)(4) Form of 4.5% Convertible Quarterly Income Debt Securities due
2013 incorporated by reference to File No. 0-676, Annual Report on Form 10-K
for the year endedDecember 31, 1997, Exhibit 4(ii)(4).
5. OPINION RE LEGALITY
Opinion of Bryan F. Smith, Jr., as to the legality of the
securities being registered.* Tab 2
LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION.
Letter of PricewaterhouseCoopers LLP,Independent Auditors.* Tab 3
23. CONSENTS OF EXPERTS AND COUNSEL.
23.(1) Consent of Bryan F. Smith, Jr., is contained in his opinion
attached as Exhibit 5.
23.(2) Consent of PricewaterhouseCoopers LLP, Independent Auditors.*
Tab 4
24. POWER OF ATTORNEY
Incorporated by Reference from the Signature Page of this
Form S-8.
- ----------------------------
*Filed or furnished herewith
ITEM 9. UNDERTAKINGS.
-------------
The Company hereby undertakes:
(1) 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;
(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
(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 (1)(i) and (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 by the Company pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities 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 to be the
initial bona fide offering thereof.
5
<PAGE>
(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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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
Securities Act and will be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Dallas, State of Texas, on the 24
day of November, 1998.
THE SOUTHLAND CORPORATION
By: /s/ Clark J. Matthews, II
-------------------------------------
Clark J. Matthews, II
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below authorizes Bryan F. Smith, Jr., Ezra Shashoua and Carol S. Hilburn, and
each of them, each of whom may act without joinder of the other, to execute
in the name of each such person who is then an officer or director of the
Company and to file any amendments to this Registration Statement necessary
or advisable to enable the Company to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
of the securities which are the subject of this Registration Statement, which
amendments may make such changes in the Registration Statement as such
attorney may deem appropriate.
SIGNATURE CAPACITY DATE
- --------- --------- -----
/s/Masatochi Ito Chairman of the Board November 24, 1998
- ------------------ and Director
Masatoshi Ito
/s/Toshifumi Suzuki Vice Chairman of the November 24, 1998
- ------------------- Board and Director
Toshifumi Suzuki
/s/Clark J. Matthews, II President and Chief November 24, 1998
- --------------------- Executive Officer and Director
Clark J. Matthews, II (Principal Executive Officer)
/s/Donald E. Thomas Vice President and November 24, 1998
- ------------------- Controller (Principal
Donald E. Thomas Accounting Officer)
/s/Yoshitami Arai Director November 24, 1998
- ------------------
Yoshitami Arai
/s/Masaaki Asakura Senior Vice November 24, 1998
- ------------------ President and Director
Masaaki Asakura
/s/Timothy N. Ashida Director November 24, 1998
- ------------------
Timothy N. Ashida
/s/Jay W. Chai Director November 24, 1998
- -----------------
Jay W. Chai
/s/ Gary J. Fernandes Director November 24, 1998
- ----------------
Gary J. Fernandes
/s/Masaaki Kamata Director November 24, 1998
- -----------------
Masaaki Kamata
/s/James W. Keyes Executive Vice November 24, 1998
- ---------------- President and Chief Operating
James W. Keyes Officer and Director
/s/Kazuo Otsuka Director November 24, 1998
- -------------------
Kazuo Otsuka
/s/Asher O. Pacholder Director November 24, 1998
- ------------------
Asher O. Pacholder
/s/Nobutake Sato Director November 24, 1998
- ------------------
Nobutake Sato
7
<PAGE>
EXHIBIT INDEX
Exhibit Description of Exhibit
- ------- ----------------------
4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES
4.(i)(1) Second Restated Articles of Incorporation of The Southland
Corporation, as amended through March 5, 1991, incorporated by reference to
The Southland Corporation's Annual Report on Form 10-K for the year ended
December 31, 1990, Exhibit 3.(1).
4.(i)(2) Bylaws of The Southland Corporation, restated as amended
through April 24, 1996, incorporated by reference to The Southland
Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, Exhibit 3.
4.(i)(3) Specimen Certificate for Common Stock, $.0001 par value,
incorporated by reference to The Southland Corporation's Annual Report on
Form 10-K for the year ended December 31, 1996, Exhibit 4.(I)(1).
4.(i)(4) Form of The Southland Corporation Stock Compensation Plan
for Non-Employee Directors and Election Form, effective October 1, 1998. *
Tab 1
4.(ii)(1) Indenture, including Debenture, with Chase Manhattan
Trust, N.A., as successor trustee, providing for 5% First Priority Senior
Subordinated Debentures due December 15, 2003, incorporated by reference to
The Southland Corporation's Annual Report on Form 10-K for the year ended
December 31,1990, Exhibit 4.(ii)(2).
4.(ii)(2) Indenture, including Debentures, with The
Bank of New York, as successor trustee providing for 4 1/2% Second
Priority Senior Subordinated Debentures (Series A) due June 15, 2004 and
4% Second Priority Senior Subordinated Debentures (Series B) due June 15,
2004, incorporated by reference to The Southland Corporation's Annual
Report on Form 10-K for the year ended December 31, 1990, Exhibit
4.(ii)(3).
4.(ii)(3) Form of 41/2% Convertible Quarterly Income Debt Securities
due 2010, incorporated by reference to File Nos. 0-676 and 0-16626, Form
8-K, datedNovember 21, 1995, Exhibit 4(v)1.
4.(ii)(4) Form of 4.5% Convertible Quarterly Income Debt Securities
due 2013 incorporated by reference to File No. 0-676, Annual Report on Form
10-K forthe year ended December 31, 1997, Exhibit 4(ii)(4).
5. OPINION RE LEGALITY Tab 2
Opinion of Bryan F. Smith, Jr., as to the legality of the securities being
registered.*
15. LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION Tab 3
Letter of PricewaterhouseCoopers LLP, Independent Auditors.*
23. CONSENTS OF EXPERTS AND COUNSEL
23.(1) Consent of Bryan F. Smith, Jr., is contained in his opinion
attached as Exhibit 5.
23.(2) Consent of PricewaterhouseCoopers LLP, Independent
Audtors.* Tab 4
24. POWER OF ATTORNEY
Incorporated by Reference from the Signature Page of this
Form S-8.
- ----------------------------
*Filed or furnished herewith
8
THE SOUTHLAND CORPORATION
STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
EFFECTIVE AS OF OCTOBER 1, 1998
1. ESTABLISHMENT AND PURPOSE
The Southland Corporation (the "Company"), hereby establishes The Southland
Corporation Stock Compensation Plan for Non-Employee Directors (the "Plan").
The purposes of the Plan are to encourage non-employee directors of the
Company to acquire shares of the Company's common stock, and thereby to
align their interests more closely with the interests of the other
shareholders of the Company.
2. CERTAIN DEFINITIONS.
For purposes of the Plan, the following terms shall have the indicated meanings:
(a) "Annual Retainer" means the amount paid to a Non-Employee
Director as his annual fee, which is paid in quarterly increments.
(b) "Board" means the Board of Directors of The Southland
Corporation.
(c) "Closing Price" means the last reported sales price of the
Common Stock on the last Trading Day of the calendar quarter, or if no such
sale is made on such day, the last reported sales price of the Common Stock
on the next following day for which such sales price is reported on the
NASDAQ National Market (or, if the Common Stock is not then listed or
admitted to trading on the NASDAQ National Market, the principal national
stock exchange or stock market on which the Common Stock is then listed or
admitted to trading).
(d "Common Stock" means the Common Stock, par value $.0001 per
share, of the Company, or any stock or other securities of the Company
hereafter issued or issuable in substitution or exchange for the Common Stock.
(e) "Director's Fees" means all fees paid to a Non-Employee
Director for his services to the Company as a member of the Board. It shall
include the Annual Retainer, committee fees and meeting fees. It shall not
include any consulting fees paid to a Non-Employee Director.
(f) "Election Agreement" means the form, signed by the Non-
Employee Director and filed with the Company that specifies the amount (all,
none, dollars or percentage) of the Director's Fees that a Non-Employee
Director elects to receive in Common Stock in lieu of cash.
(g) "Non-Employee Director" means an individual duly elected or
chosen as a director of the Company who is not also an employee of the
Company or its subsidiaries.
(h) "Trading Day" means any day on which the stock exchange or
stock market referred to in Section 2(c) hereof is open for trading on a
regular basis.
Tab 1
<PAGE>
3. ELIGIBILITY AND PARTICIPATION
Each Non-Employee Director shall be eligible to participate in the
Plan. Participation shall be voluntary and a Non-Employee Director who
elects to participate in the Plan shall complete an Election Agreement which
shall be filed with the Secretary of the Company, specifying the amount
(either "all", "none", a specific percentage or specific dollar amount) of
such Director's Fees that the Non-Employee Director wants to receive in
shares of Common Stock.
4. ELECTION TO RECEIVE STOCK
The Election Agreement must be filed with the Secretary of the
Company prior to the beginning of the calendar quarter to which the election
relates and will only be applicable to Director's Fees earned after the
effective date of the election, except that for the calendar quarter during
which the Plan is first adopted, the Election Agreement will be deemed
effective as of the first day of that calendar quarter. Once an Election
Agreement is filed, it will remain in effect for subsequent calendar quarters
until the Non-Employee Director amends it (by filing a new Election
Agreement) or revokes it, by either (a) filing a new Election Agreement or
(b) filing a statement of revocation with the Secretary of the Company
advising that the Non-Employee Director no longer wants to receive Common
Stock in payment of his Director's Fees.
5. STOCK ISSUANCE
The shares of Common Stock to be issued pursuant to the election
described in Section 2 shall be equal to the (i) number of shares of Common
Stock that could be purchased (ii) at the Closing Price on the last day of
the calendar quarter during which the Director's fees were earned (iii) with
the dollar amount of the Director's Fees that are being paid in Common Stock.
6. CERTIFICATE FOR SHARES OF COMMON STOCK
A certificate representing the appropriate number of shares of Common
Stock shall be issued in the name of the Non-Employee Director, individually,
or upon his request, in the name of another person or entity to which he has
assigned his director's fees, and shall be delivered within ten days after
the end of the calendar quarter for which the Director's Fees are being paid.
The certificate so issued shall contain a restrictive legend stating that the
shares represented by the certificate cannot be transferred for six months
following the date of issuance of the certificate, unless the restriction is
waived by the Company. The restriction shall automatically lapse at the end
of the six-month period.
7. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board, which may delegate
authority to a committee; however, such committee shall have no authority to
(a) determine how many shares shall be given to any Non-Employee Director or
(b) determine eligibility to participate in the Plan. Such committee may be
authorized to interpret the Plan, prescribe, amend and rescind such rules and
regulations relating to the Plan, as may be deemed advisable to protect the
interests of the Company in connection with the operation of the Plan, and to
make all other determinations necessary or advisable for the administration
of the Plan, but only to the extent not contrary to the express provisions of
the Plan. No member of the Board or of any such committee shall be liable
for any action or determination made in good faith with respect to the Plan
or any agreement entered into pursuant to the Plan. The determinations,
interpretations, and other actions of the Board and of any such committee
pursuant to the provisions of the Plan shall be binding and conclusive for
all purposes and on all persons.
2
<PAGE>
8. STOCK SUBJECT TO THE PLAN.
Up to an aggregate of 1,200,000 shares of Common Stock are authorized
for issuance under the Plan in accordance with the provisions of the Plan.
Shares of Common Stock that are issued shall be fully paid and non-assessable
. No fractional shares shall be issued, and to the extent that the
calculation provided for in Section 4 shall result in a fractional share, the
number of shares to be issued to the Non-Employee Director shall be rounded
up to the next whole share. The Company shall at all times during the term
of the Plan retain as authorized and unissued Common Stock at least the
number of shares from time to time as may be issued under the provisions of
the Plan or otherwise assure itself of its ability to perform its obligations
hereunder. Shares of Common Stock issued pursuant to the Plan may be shares
of original issuance or treasury shares or a combination of the foregoing, as
the Board, in its discretion, shall from time to time determine.
9. ADJUSTMENTS UPON CHANGES IN COMMON STOCK.
(a) Upon the issuance of a certificate representing shares of Common
Stock to a Non-Employee Director, the Non-Employee Director shall become the
owner thereof for all purposes and shall have all rights as a shareholder,
including voting rights and the right to receive dividends and distributions
and shall be subject to any stock splits and other similar actions, with
respect to such shares, subject to the restrictions of the Plan and any
restrictions imposed by law. If the Company shall pay or declare a dividend
or make a distribution of any kind, whether due to a reorganization,
recapitalization, or otherwise, or declare a stock split or take other
similar action with respect to the shares of Common Stock, then the Company
shall pay or make such dividend or other distribution or take such other
action with respect to the shares owned by the Non-Employee Director. In the
event the Company shall effect a split of the Common Stock or declare a
dividend payable in Common Stock, or in the event the outstanding Common
Stock shall be combined into a smaller number of shares or are in any way
subject to a modification or changed during the time after Director's Fees
subject to the Plan are earned but before the shares are issued, then the
number of shares of Common Stock that shall be issued to the Non-Employee
Director shall be increased or decreased proportionately or shall be
exchanged or modified as if they had been issued just prior to the record
date for the event requiring the change or modification; and
(b) in the event of a reclassification of the Common Stock not covered by
the foregoing, or in the event of a liquidation or reorganization (including
a merger, consolidation, or sale of
3
<PAGE>
assets) of the Company, the Board shall make an appropriate adjustment in the
number of shares of Common Stock then subject to issuance under the Plan.
The Board shall make such adjustments, if any, as it may deem appropriate in
the number and kind of shares that are authorized for issuance or are
issuable pursuant to the Plan.
10. DESIGNATION OF BENEFICIARY.
Each Non-Employee Director who elects to participate in the Plan
shall name a beneficiary to receive any shares due him at the time of his
death, with the right to change such beneficiary at any time. In case of a
failure to designate a beneficiary or the death of the designated beneficiary
without a designated successor, such shares shall be issued to the estate of
the Non-Employee Director.
11. PLAN AMENDMENT, MODIFICATION, AND TERMINATION.
The Board may at any time suspend, terminate, amend, or modify the
Plan.
12. PLAN EFFECTIVENESS.
The Plan shall be effective as of October 1, 1998, unless it has not
been approved by the Board prior to that date, and shall continue until the
earliest of the following to occur: (a) December 31, 2008; (b) the date on
which all shares reserved for issuance under the Plan have been issued; and
(c) the date the Plan is terminated by a resolution of the Board.
13. GENERAL PROVISIONS.
(a) No Continuing Right as Director. Neither the adoption or operation
of the Plan, nor the Plan itself or any document describing or relating to
the Plan, or any part hereof, shall confer upon any Non-Employee Director
any right to continue as a director of the Company or any subsidiary of the
Company.
(b) Nonalienation of Benefits. No Non-Employee Director shall have the
right to sell, assign, transfer, or otherwise convey or encumber in whole or
in part the right to receive any Common Stock under the Plan, except in
accordance with the express provisions hereof.
(c) Binding Effect. The obligations of the Company under the Plan
shall be binding upon any successor corporation or organization resulting
from the merger, consolidation, or other reorganization of the Company, or
upon any successor corporation or organization succeeding to all or
substantially all of the assets and business of the Company. The terms and
conditions of the Plan shall be binding upon each Non-Employee Director and
his heirs, legatees, distributees, and legal representatives.
4
<PAGE>
(d) Severability. If any provision of the Plan or any agreement hereunder
is held to be illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining provisions of the Plan or such agreement, as
the case may be, but such provision shall be fully severable and the Plan or
such agreement, as the case may be, shall be construed and enforced as if the
illegal or invalid provision had never been included herein or therein.
(e) Expenses. All expenses incident to the administration, protection,
or termination of the Plan, including, but not limited to, legal and
accounting fees, shall be paid by the Company.
(f) Notices. Whenever any notice is required or permitted under the Plan
or any agreement hereunder, such notice must be in writing and personally
delivered or sent by mail. Any notice required or permitted to be delivered
hereunder or under an agreement shall be deemed to be delivered on the date
on which it is personally delivered, or on the third business day after it is
deposited in the United States mail, certified or registered, postage prepaid
, addressed to the person who is to receive it at the address that such
person has theretofore specified by written notice delivered in accordance
herewith. The Company or a Non-Employee Director may change, at any time and
from time to time, by written notice to the other, the address that it or he
had theretofore specified for receiving notices. Until such address is
changed in accordance herewith, notices hereunder or under an agreement
shall be delivered or sent (i) to the Non-Employee Director at his address as
set forth in the records of the Company or (ii) to the Company at the
principal executive offices of the Company clearly marked "Attention:
Secretary".
(g) No Restriction of Corporate Action Nothing contained in the Plan
shall be construed to prevent the Company or any subsidiary thereof from
taking any corporate action that is deemed by the Company or such subsidiary
to be appropriate or in its best interest, whether or not such action would
have an adverse effect on the Plan. No Non-Employee Director or other
person shall have any claim against the Company or any subsidiary thereof
as a result of such action.
(h) Governing Law. The provisions of the Plan, and all agreements
hereunder, shall be governed by and construed in accordance with the laws of
the State of Texas.
(i) Miscellaneous. Headings are given to the sections and subsections
of the Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction of
the Plan or any provisions hereof. The use of the masculine gender shall
also include within its meaning the feminine. Wherever the context of the
Plan dictates, the use of the singular shall also include within its meaning
the plural, and vice versa.
5
<PAGE>
THE SOUTHLAND CORPORATION
STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
ELECTION FORM
1998
This Election Agreement is made between The Southland Corporation
("Southland") and ("Director") and
----------------------------------
shall be effective for the calendar quarter beginning OCTOBER 1, 1998. This
Agreement shall remain in effect for subsequent calendar quarters until
either amended or revoked by Director.
PART A - ELECTION
The undersigned Director elects to receive the following amount
of Director's Fees in shares of Common Stock of The Southland Corporation
(please check the one that applies):
(a) ALL Eligible Fees
-------
(b) % of All Eligible Fees (PLEASE FILL IN
-------
WITH A NUMBER)
(MUST BE IN WHOLE PERCENTS FROM 1% TO 99%)
(c) $ of All Eligible Fees (PLEASE FILL IN
------
WITH A NUMBER)
(MAY BE ANY AMOUNT FROM $500 TO THE FULL AMOUNT OF THE
UNDERSIGNED DIRECTOR'S ANNUAL RETAINER PER CALENDAR
QUARTER; $4,500 FOR DIRECTORS WHO ARE EMPLOYEES OR OFFICERS
OF IY OR SEJ; $7,500 FOR OTHER ELIGIBLE DIRECTORS).
NO FRACTIONAL SHARES WILL BE ISSUED.
(d) No Eligible Fees
-------
PART B - ISSUANCE OF SHARES
1. Southland shall issue the appropriate number of whole shares not
earlier than the last day of the calendar quarter for which fees are being
paid.
2. The certificate representing the Shares will be issued in the name
of the Director, individually, or if so requested,in the name of a person or
entity to which he has assigned his Director's Fees. If other than the name
of the undersigned Director is to appear on the certificate, enter it here:
---------------------
3. The certificate shall bear a restrictive legend restricting the
transfer of the shares for six months following issuance, unless waived by
the Company.
4. All shares issued shall be fully paid and non-assessable.
5. Any amount described in Part A shall be treated as
compensation in the year it is earned.
By signing this form I agree to the election on this form and the terms of
The Southland Corporation Stock Compensation Plan for Non-Employee Directors.
This election will continue to be in effect unless I submit a new form for
future calendar quarters, showing either a new election percentage or amount or
a revocation of this form.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed
effective as of this day of November, 1998.
-----
DIRECTOR: WITNESS:
- -------------------------- --------------------------
(Signature)
THE SOUTHLAND CORPORATION ATTEST:
BY
------------------------ ---------------------------
NAME:
------------------------
TITLE:
------------------------
Exhibit 5
Bryan F. ("Buck") Smith, Jr.
Senior Vice President and General Counsel
Direct Dial Number (214) 828-7991
Facsimile Number (214) 841-6574
December 4, 1998
The Southland Corporation
2711 North Haskell Avenue
Dallas, Texas 75204-2906
This opinion of counsel is given in connection with a Registration
Statement on Form S-8 filed by The Southland Corporation (the "Company") with
the Securities and Exchange Commission (the "Commission") on or about
December 7, 1998, pursuant to the Securities Act of 1933, as amended,
relating to the registration of 1,200,000 shares (the "Shares") of its
common stock, par value $.0001 per share, to be issued pursuant to the terms
of the Company's Stock Compensation Plan for Non-Employee Directors (the
"Plan").
As Senior Vice President and General Counsel of the Company, I am
familiar with the affairs of the Company, including the action taken by the
Company in connection with the approval of the Plan and the authorization of
issuance of the Shares.
Based upon the foregoing, it is my opinion that the Shares, when issued in
accordance with the provisions of the Plan, as described in the Registration
Statement, will be legally issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
Bryan F. Smith, Jr.
Senior Vice President and
General Counsel
Tab 2
Exhibit 15
Securities and Exchange Commission
450 Fifth Street, Northwest
Washington, D.C. 20549
Attention: Document Control
Re: The Southland Corporation Form S-8
We are aware that our reports dated April 21, 1998, July 30, 1998, and October
22, 1998, on our reviews of the interim condensed financial information of
The Southland Corporation and Subsidiaries for the periods ended March 31,
1998, June 30, 1998, and September 30, 1998, respectively, and included in
the Company's quarterly reports on Form 10-Q for the quarters then ended is
incorporated by reference in this registration statement. Pursuant to Rule
436(c) under the Securities Act of 1933, this report should not be considered
a part of the registration statement prepared or certified by us within the
meaning of Sections 7 and 11 of that Act.
PricewaterhouseCoopers LLP
Dallas, Texas
December 7, 1998
Tab 3
Exhibit 23(2)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration statement
of our report dated February 5, 1998, except as to items 2 and 3 in Note 17,
for which the date is March 12, 1998, on our audits of the consolidated
financial statements and financial statement schedule of The Southland
Corporation and Subsidiaries as of December 31, 1997 and 1996, and for each
of the three years in the period ended December 31, 1997, which report is
included in the Company's Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Dallas, Texas
December 7, 1998
Tab 4
