As filed with the Securities and Exchange Commission on April 27, 2001
Registration No. 333-20333
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
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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.
1996 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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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 January
24, 1997 (file no. 333-20333) 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. 1996 Stock Incentive
Plan (the "1996 Plan"). A total of 16,000,000 shares (split adjusted through the
date of this filing) were registered for issuance under the Registrant's 1996
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
1996 Plan as of April 5, 2001, the date the shareholders approved the 2001 Plan.
No future awards will be made under the 1996 Plan. According to the terms of the
2001 Plan, shares that were available for grant under the 1996 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 1996 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 1996 Plan on the
date the Registrant's shareholders approved the 2001 Plan was 5,217,176 shares.
In addition, awards with respect to 10,727,908 shares were outstanding under the
1996 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. 333-20333), 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 1996 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 1996 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
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* George A. Roche April 27, 2001
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George A. Roche Chairman of the Board and President
(Principal Executive Officer)
* Cristina Wasiak April 27, 2001
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Cristina Wasiak Managing Director and Chief Financial Officer
(Principal Financial Officer)
* Joseph P. Croteau April 27, 2001
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Joseph P. Croteau Vice President and Treasurer
(Principal Accounting Officer)
* By: /s/ Barbara A. Van Horn, As Attorney-in-Fact
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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
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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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