As filed with the Securities and Exchange Commission on April 27, 2001
Registration No. 33-72568
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
---------------------
POST EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
T. ROWE PRICE GROUP, INC.
(AS SUCCESSOR TO T. ROWE PRICE ASSOCIATES, INC.)
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 52-2264646
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
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100 East Pratt Street
Baltimore, MD 21202
(Address of Principle Executive Offices)
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T. ROWE PRICE GROUP, INC.
1993 STOCK INCENTIVE PLAN
(Full Title of the Plan)
--------------------
George A. Roche
Chairman of the Board and President
T. Rowe Price Group, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
(410) 345-2000
(Name and Address of Agent for Service)
Copy to:
R.W. Smith, Jr.
Piper Marbury Rudnick & Wolfe LLP
6225 Smith Avenue
Baltimore, MD 21209-3600
(410) 580-3000
(Telephone Number, Including Area Code of Agent for Service)
EXPLANATORY NOTES
T. Rowe Price Group, Inc., a Maryland corporation (the "Registrant"), is
filing this Post-Effective Amendment to deregister certain securities originally
registered pursuant to the Registration Statement on Form S-8 filed on December
3, 1993 (file no. 33-72568) with respect to shares of the Registrant's Common
Stock, par value $.20 per share (the "Common Stock"), thereby registered for
offer or sale pursuant to the T. Rowe Price Group, Inc. 1993 Stock Incentive
Plan (the "1993 Plan"). A total of 16,000,000 shares (split adjusted through the
date of this filing) were registered for issuance under the Registrant's 1993
Plan.
The Registrant has since adopted a new stock incentive plan, the T. Rowe
Price Group, Inc. 2001 Stock Incentive Plan (the "2001 Plan") which replaces the
1993 Plan as of April 5, 2001, the date the shareholders approved the 2001 Plan.
No future awards will be made under the 1993 Plan. According to the terms of the
2001 Plan, shares that were available for grant under the 1993 Plan when it
terminated are available for grant under the 2001 Plan (the "Carried Forward
Shares"). In addition, shares that are represented by outstanding awards granted
under the 1993 Plan that are forfeited, expire or are canceled without the
delivery of shares of Common Stock or that result in the forfeiture of shares of
Common Stock back to the Registrant will be available for grant under the 2001
Plan and will be carried forward to the registration statement for the 2001 Plan
prior to their offer and sale thereunder.
The total number of shares available for grant under the 1993 Plan on the
date the Registrant's shareholders approved the 2001 Plan was 674,473 shares. In
addition, awards with respect to 11,495,471 shares were outstanding under the
1993 Plan on that date.
Contemporaneously with the filing of this Post-Effective Amendment No. 2 to
the Registration Statement on Form S-8 (file no. 33-72568), the Registrant is
filing a Registration Statement on Form S-8 to register shares of Common Stock
for offer or sale pursuant to the 2001 Plan, including but not limited to the
Carried Forward Shares.
In accordance with the principles set forth in Interpretation 89 under
Section G of the Manual of Publicly Available Telephone Interpretations of the
Division of Corporation Finance of the Securities and Exchange Commission (July
1997) and Instruction E to the General Instructions to Form S-8, this
Post-Effective Amendment No. 2 is hereby filed (i) to reallocate the Carried
Forward Shares from the 1993 Plan to the 2001 Plan, and (ii) to carry over the
registration fees paid for the Carried Forward Shares from the Registration
Statement on Form S-8 filed for the 1993 Plan to the Registration Statement on
Form S-8 for the 2001 Plan that is filed contemporaneously with the filing of
this Post-Effective Amendment No. 2.
This Post-Effective Amendment to the Registration Statement shall become
effective upon filing with the Securities and Exchange Commission pursuant to
Rule 464 under the Securities Act of 1933.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
T. Rowe Price Group, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing this Post-Effective Amendment
to the Registration Statement on Form S-8 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Baltimore, State of Maryland, on this
27th day of April, 2001.
T. ROWE PRICE GROUP, INC.
By: /s/ Barbara A. Van Horn
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Barbara A. Van Horn, as Attorney-in-Fact for
George A. Roche
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement on Form S-8 has been
signed below by the following persons in the capacities and on the date
indicated.
Signature Title Date
- --------- ----- ----
* George A. Roche April 27, 2001
- ------------------------------ Chairman of the Board and President
George A. Roche (Principal Executive Officer)
* Cristina Wasiak April 27, 2001
- ------------------------------ Managing Director and Chief Financial Officer
Cristina Wasiak (Principal Financial Officer)
* Joseph P. Croteau April 27, 2001
- ------------------------------ Vice President and Treasurer
Joseph P. Croteau (Principal Accounting Officer)
* By: /s/ Barbara A. Van Horn, As Attorney-in-Fact
---------------------------
Barbara A. Van Horn
A majority of the Board of Directors:
Edward C. Bernard, Donald B. Hebb, Jr., Henry H. Hopkins, James A.C. Kennedy,
John H. Laporte, Richard L. Menschel, William T. Reynolds, James S. Riepe,
George A. Roche, Brian C. Rogers, M. David Testa, Martin G. Wade, Anne Marie
Whittemore
/s/ Barbara A. Van Horn As Attorney-in-Fact April 27, 2001
- ---------------------------------
Barbara A. Van Horn
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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24 Power of Attorney (filed herewith)
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