As filed with the Securities and Exchange Commission on May 1, 1995.
Registration No. 33-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
JOINT REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
SANTA ANITA REALTY SANTA ANITA
ENTERPRISES, INC. OPERATING COMPANY
- ---------------------------------- --------------------------------
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
Delaware Delaware
- ------------------------------------ --------------------------------
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
95-3520818 95-3419438
- ------------------------------------ --------------------------------
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
301 West Huntington Drive, Suite 405 285 West Huntington Drive
Arcadia, California 91066 Arcadia, California 91066
- ------------------------------------ --------------------------------
(Address of principal (Address of principal
executive offices) executive offices)
SANTA ANITA REALTY ENTERPRISES, INC. SANTA ANITA OPERATING COMPANY
1995 SHARE AWARD PLAN 1995 SHARE AWARD PLAN
- ------------------------------------ --------------------------------
(Full title of the plan) (Full title of the plan)
Brian L. Fleming Kathryn J. McMahon
P.O. Box 60025 P.O. Box 60014
Arcadia, California 91066-6025 Arcadia, California 91066-6014
(818) 574-5550 (818) 574-7223
- ------------------------------------ --------------------------------
(Name, address and telephone (Name, address and telephone
number of agent for service) number of agent for service)
___________________
Copy to:
Michael Newman, Esq.
O'MELVENY & MYERS
400 South Hope Street
Los Angeles, California 90071-2899
___________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering price per aggregate Amount of
securities to be unit of Paired offering registration
to be registered registered Common Stock price fee
- ---------------------------------- -------------- ------------------ ------------------ --------------
Paired Common Stock/(1)/ 1,010,000/(2)/ $16.25/(3)/ $16,412,500/(3)/ $5,659/(3)/
shares
/(1)/ Santa Anita Realty Enterprises, Inc. Common Stock, par value $0.10 per
share (the "Realty Common Stock"), paired with Santa Anita Operating
Company Common Stock, par value $0.10 (the "Operating Company Common
Stock"). Includes rights (the "Rights") issuable pursuant to the Rights
Agreement, dated June 15, 1989, among Santa Anita Realty Enterprises,
Inc., Santa Anita Operating Company, and Union Bank, as Rights Agent. One
Right will be issued with respect to each share of Realty Common Stock
issued under the Plans.
/(2)/ This Joint Registration Statement covers, in addition to the number of
shares of Paired Common Stock stated above, options and other rights to
purchase or acquire the shares of Paired Common Stock covered by the
Prospectus and, pursuant to Rule 416, an additional indeterminate number
of shares which by reason of certain events specified in the Plans may
become subject to the Plans.
/(3)/ Pursuant to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon the
average of the high and low prices of the Paired Common Stock reported on
the New York Stock Exchange and published in the Western Edition of the
Wall Street Journal as of April 25, 1995.
The Exhibit Index included in this Joint Registration Statement is at page 11.
================================================================================
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of
Form S-8 (plan information and registrant information) will be sent or
given to employees as specified by Securities and Exchange Commission Rule
428(b)(1). Such documents need not be filed with the Securities and
Exchange Commission either as part of this Joint Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424. These
documents, which include the statement of availability required by Item 2
of Form S-8, and the documents incorporated by reference in this Joint
Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.
2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Santa Anita Realty Enterprises, Inc.
("Realty") and Santa Anita Operating Company ("Operating Company", Realty
and Operating Company being sometimes referred to herein individually as a
"Registrant" and collectively as the "Registrants") filed with the
Securities and Exchange Commission are incorporated herein by reference:
(a) Registrants' Joint Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
(b) All reports filed by the Registrants pursuant to Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934 (the
"Exchange Act") since the end of the fiscal year ended December
31, 1994; and
(c) The descriptions of the Realty Common Stock, the Rights, and the
Operating Company Common Stock which are contained in
registration statements filed under the Exchange Act, and any
amendment or report filed for the purpose of updating such
descriptions.
All documents subsequently filed by the Registrants pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference into this Joint
Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document, all or a
portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Joint 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 amended, to constitute a part of this
Joint Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Each of the Realty Common Stock, the Rights, and the Operating
Company Common Stock are registered pursuant to Section 12 of the Exchange
Act, and, therefore, the description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 102 of the General Corporation Law of
Delaware (the "GCL"), both the Certificate of Incorporation of Realty and
the Certificate of Incorporation of Operating Company eliminate personal
liability of its respective directors to such company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except
for: (i) any breach of the duty of loyalty to such company or its
stockholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law; (iii) liability under
Section 174 of the Delaware General Corporation Law relating to certain
unlawful dividends and stock repurchases; or (iv) any transaction from
which the director derived an improper personal benefit.
As permitted by Section 145 of the GCL, both Realty's Bylaws and
Operating Company's Bylaws provide for indemnification of directors and
officers (and permit the respective Boards of Directors to provide for
indemnification of employees and agents) of such Registrant against
expenses (including attorneys' fees) and other amounts paid in settlement
actually and reasonably incurred by them in connection with any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, in which any such person
was or is a party or is threatened to be made a party, if such person
acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interest of such Registrant and, with
respect to any criminal action or proceeding, if such person had no
reasonable cause to believe his conduct was unlawful. In the case of an
action or suit by or in the right of the respective Registrant, such a
person may not be indemnified in respect of any claim, issue or matter as
to which he has been adjudged liable for negligence or misconduct in the
performance of his duty to the respective Registrant, unless and only to
the extent the court in which such action or suit was brought determines
that such person is fairly and reasonably entitled to indemnity for such
expenses as such court may deem proper. In each case, indemnification
shall be made only upon specific authorization of a majority of
disinterested directors, by written opinion of independent legal counsel
or by the stockholders, unless the director, officer, employee or agent
has been successful on the merits or otherwise in defense of any such
action or suit, in which case he shall be indemnified without such
authorization. Both Realty's Bylaws and Operating Company's Bylaws
require such Registrant to pay the expenses incurred by a director or
officer in defending or investigating a threatened or pending action, suit
or proceeding in advance of the final disposition of such action, suit or
proceeding upon receipt by such Registrant of an undertaking by or on
behalf of such director or officer to repay such amount if it is
ultimately determined that he is not entitled to indemnification and
permit such Registrant to advance such expenses to other employees and
agents of such Registrant upon such terms and conditions as are specified
by the respective Registrant's Board of Directors. The advancement of
expenses, as well as indemnification, pursuant to each Registrant's Bylaws
is not exclusive of any other rights which those seeking indemnification
or advancement of expenses from such Registrant may have.
Individual indemnification agreements (the "Indemnification
Agreements") have been entered into by each of Realty and Operating
Company with certain of its respective directors and officers. The
Indemnification Agreements provide for indemnification to the fullest
extent permitted by law and provide contractual assurance to directors and
officers that indemnity and advancement of expenses will be available to
them regardless of any amendment or revocation of such Registrant's
Bylaws.
4
Both Realty's Bylaws and Operating Company's Bylaws permit such
Registrant to purchase and maintain insurance on behalf of any director,
officer, employee or agent of such Registrant against liability asserted
against him or her in any such capacity, whether or not such Registrant
would have the power to indemnify him against such liability under the
provisions of the Bylaws. Both Realty and Operating Company maintain
liability insurance providing officers and directors with coverage with
respect to certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Joint Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities
Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Joint
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 Joint Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Joint Registration Statement or any
material change to such information in the Joint
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(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 registrants pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Joint Registration Statement;
(2) That, for the purpose 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
5
such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(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 registrants hereby undertake that, for purposes
of determining any liability under the Securities Act, each filing of the
registrants' annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Joint 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrants pursuant to the provisions described in Item 6
above, or otherwise, the registrants have been advised that in the opinion
of the Securities and Exchange 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 registrants of expenses
incurred or paid by a director, officer or controlling person of the
registrants 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 registrants 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
REALTY SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Realty 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
Joint Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Arcadia, State of
California, as of April 28, 1995.
SANTA ANITA REALTY ENTERPRISES, INC.
By: /s/ SHERWOOD C. CHILLINGWORTH
--------------------------------
Name: Sherwood C. Chillingworth
Title: Vice Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Stephen F. Keller, Sherwood C. Chillingworth, Brian L. Fleming
and Kathryn J. McMahon his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Joint Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Joint Registration Statement has been signed below by the following
persons in the capacities indicated as of April 28, 1995.
SIGNATURE TITLE
--------- -----
/s/ STEPHEN F. KELLER Chairman of the Board
-----------------------------
Stephen F. Keller
/s/ SHERWOOD C. CHILLINGWORTH Vice Chairman of the Board
----------------------------- and Chief Executive Officer
Sherwood C. Chillingworth (Principal Executive Officer)
/s/ BRIAN L. FLEMING Executive Vice President and
----------------------------- Chief Financial Officer
Brian L. Fleming (Principal Financial and
Accounting Officer)
/s/ WILLIAM C. BAKER Director
-----------------------------
William C. Baker
7
/s/ THOMAS J. BARRACK, JR. Director
-------------------------
Thomas J. Barrack, Jr.
/s/ RICHARD S. COHEN Director
-------------------------
Richard S. Cohen
/s/ ARTHUR LEE CROWE Director
-------------------------
Arthur Lee Crowe
Director
-------------------------
Robert H. Grant
Director
-------------------------
Taylor B. Grant
/s/ J. TERRENCE LANNI Director
-------------------------
J. Terrence Lanni
/s/ THOMAS P. MULLANEY Director
-------------------------
Thomas P. Mullaney
Director
-------------------------
William D. Schulte
8
OPERATING COMPANY SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Operating 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 Joint Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Arcadia, State of
California, as of April 28, 1995.
SANTA ANITA OPERATING COMPANY
By: /s/ STEPHEN F. KELLER
------------------------------
Name: Stephen F. Keller
Title: Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Stephen F. Keller, Sherwood C. Chillingworth, Brian L. Fleming
and Kathryn J. McMahon his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Joint Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Joint Registration Statement has been signed below by the following
persons in the capacities indicated as of April 28, 1995.
SIGNATURE TITLE
--------- -----
/s/ STEPHEN F. KELLER Chairman of the Board,
-------------------------- President and Chief
Stephen F. Keller Executive Officer
(Principal Executive Officer)
/s/ RICHARD D. BRUMBAUGH Vice President-Finance and Chief
-------------------------- Financial Officer (Principal
Richard D. Brumbaugh Financial and Accounting Officer)
/s/ WILLIAM C. BAKER Director
--------------------------
William C. Baker
/s/ THOMAS J. BARRACK, JR. Director
--------------------------
Thomas J. Barrack, Jr.
9
/s/ RICHARD S. COHEN Director
--------------------------
Richard S. Cohen
/s/ ARTHUR LEE CROWE Director
--------------------------
Arthur Lee Crowe
Director
--------------------------
Clifford C. Goodrich
Director
--------------------------
Robert H. Grant
/s/ J. TERRENCE LANNI Director
--------------------------
J. Terrence Lanni
/s/ THOMAS P. MULLANEY Director
--------------------------
Thomas P. Mullaney
Director
--------------------------
William D. Schulte
10
EXHIBIT INDEX
Exhibit
Number Description of Document
------ -----------------------
4.1 Santa Anita Realty Enterprises, Inc. 1995 Share Award Plan
4.2 Santa Anita Operating Company 1995 Share Award Plan
4.3 Pairing Agreement by and between Santa Anita Realty
Enterprises, Inc. and Santa Anita Operating Company, dated as of
December 20, 1979 (incorporated by reference to Exhibit 5 to
Registration Statement on Form 8-A of Santa Anita Operating
Company filed February 5, 1980).
4.4 Rights Agreement, dated June 15, 1989, among Santa Anita
Realty Enterprises, Inc., Santa Anita Operating Company, and
Union Bank, As Rights Agent (incorporated by reference to
Exhibit 5 to Registration Statement on Form 8-A of Santa Anita
Operating Company filed February 5, 1980).
5.1 Opinion of O'Melveny & Myers (opinion re: legality).
23.1 Consent of Kenneth Leventhal & Company.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Kenneth Leventhal & Company
23.4 Consent of O'Melveny & Myers (included in Exhibit 5.1).
24.1 Realty Power of Attorney (included in this Joint
Registration Statement under "Realty Signatures").
24.2 Operating Company Power of Attorney (included in this Joint
Registration Statement under "Operating Company Signatures").
11