As filed with the Securities and Exchange Commission on July 21, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BRE PROPERTIES, INC.
(Exact name of issuer as specified on its charter)
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Delaware 94-1722214
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Montgomery Street
Telesis Tower, Suite 2500
San Francisco, CA 94104-5525
(Address of Principal Executive Offices and Zip Code)
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BRE PROPERTIES, INC. 1994 NON-EMPLOYEE DIRECTOR STOCK PLAN
CHIEF EXECUTIVE OFFICER STOCK OPTION PLAN
(Full title of the plan)
Howard E. Mason, Jr.
BRE Properties, Inc.
One Montgomery Street
Telesis Tower, Suite 2500
San Francisco, CA 94104-5525
(415) 445-6530
(Name and address, and telephone number,
including area code, of agent for service)
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Copy to:
Morgan P. Guenther , Esq.
Farella, Braun & Martel
235 Montgomery Street
San Francisco, CA 94104-3159
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CALCULATION OF REGISTRATION FEE
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Title of securities to Amount to be Proposed Proposed maximum Amount of
be registered registered maximum offering aggregate offering registration fee
price per share(1) price(1)
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Class A Common
Stock, $0.01 par
value, issuable
pursuant to 1994
Non-Employee
Director Stock Plan 125,000
shares $31.00 $3,875,000 $1,336.21
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Class A Common
Stock, $0.01 par
value, issuable
pursuant to Chief
Executive Officer
Stock Option Plan 50,000 shares $31.00 $1,550,000 $ 534.48
TOTAL
REGISTRATION
FEE 175,000
shares $31.00 $5,425,000 $1,870.69
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<FN>
(1) Pursuant to Rule 457(h), the proposed maximum offering price is estimated,
solely for the purpose of determining the registration fee, on the basis of
the closing price of a share of Class A Common Stock as reported on the New
York Stock Exchange on July 14, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
BRE Properties, Inc., a Delaware corporation (the "Company"), hereby
incorporates by reference in this Registration Statement the following
documents:
(a) Annual Report on Form 10-K for the fiscal year ended July 31, 1994.
(b) Quarterly Reports on Form 10-Q for the quarters ended October 31,
1994 and January 31 and April 30, 1995; and Current Report on Form 8-
K dated November 22, 1994.
(c) The description of the Company's Class A Common Stock and Common
Stock Purchase Rights contained in the Company's registration
statements on Forms 8-B and 8-A, filed under the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, 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, are hereby deemed to be
incorporated by reference in this Registration Statement and a part hereof from
the date of the filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The financial statements and schedules of the Company incorporated by
reference in this Registration Statement from the Company's Annual Report on
Form 10-K for the fiscal year ended July 31, 1994, and the combined statement of
gross income and direct operating expenses of seven multifamily housing
properties located in Tucson, Arizona incorporated by reference in this
Registration Statement from the Company's Form 8-K dated November 22, 1994, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon by Farella, Braun & Martel, counsel to the Company.
Members of that firm beneficially owned approximately 4,000 shares of Common
Stock of the Company at June 30, 1995.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As authorized by Section 145 of the General Corporation Law of the state of
Delaware (the "Delaware Corporation Law"), Article VI of the Company's By-laws
provides that each director and officer of the Company shall be indemnified by
the Company against expenses
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(including attorney's fees, judgments, fines and amounts paid in settlement)
actually and reasonably incurred in connection with the defense or settlement of
any threatened, pending or completed legal proceedings in which he is involved
by reason of the fact that he is or was a director or officer of the Company if
he acted in good faith and in a manner that he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, if he had no reasonable cause to believe that his
conduct was unlawful. If the legal proceeding, however, is by or in the right
of the Company, the director or officer may not be indemnified in respect of any
claim, issue or matter as to which he shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Company unless a
court determines otherwise.
The Company has entered into indemnification agreements with each of its
directors and executive officers. In addition, the Company maintains a
directors' and officers' liability policy.
Article X of the Restated Certificate of Incorporation of the Company
(Exhibit 4.1 to this Registration Statement) provides that, to the fullest
extent permitted by law, directors of the Company will not be liable for
monetary damages to the Company or its stockholders for breaches of their
fiduciary duties.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation(1/)
4.2 By-Laws(2/)
4.3 Specimen form of certificate for Class A Common Stock(2/)
5 Opinion and Consent of Farella, Braun & Martel regarding the
legality of the securities being registered.
24 Consent of Independent Auditors
25 Power of attorney (contained on page 7 hereof).
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(1/) Incorporated by reference to Form S-4 Registration Statement (No. 33-
9014) filed with the Securities and Exchange Commission on September
25, 1986, as amended.
(2/) Incorporated by reference to Form S-3 Registration Statement (No. 33-
58802) filed with the Securities and Exchange Commission on February
26, 1993, as amended.
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (i) and (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 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes 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 into this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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 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 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
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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.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frank C. McDowell and Howard E. Mason, Jr., and
each of them, to act as 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 or all post-effective
amendments to this 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, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or his substitute or substitutes or
all of them may lawfully do or cause to be done by virtue hereof.
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 San Francisco, State of California, on the 5th day of
July 1995.
BRE PROPERTIES, INC.
By /s/
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Frank C. McDowell
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities indicated on the 5th day of July 1995.
Signature Title
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/s/ Director, Chairman of the Board
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Arthur G. von Thaden
/s/ President, Chief Executive Officer and
- ----------------------------------- Director (Principal Executive Officer)
Frank C. McDowell
/s/ Senior Vice President, Finance(Principal
- ----------------------------------- Financial Officer and Principal
Howard E. Mason, Jr. Accounting Officer)
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/s/ Director
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C. Preston Butcher
s/ Director
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L. Michael Foley
/s/ Director
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John McMahan
/s/ Director
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Malcolm R. Riley
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