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Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
MANUFACTURED HOME COMMUNITIES, INC.
(Exact name of Registrant as Specified in Its Charter)
MARYLAND 36-3857664
(State or Other Jurisdiction of Incorporation of Organization) (I.R.S. Employer ldentification No.)
TWO NORTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1992 STOCK OPTION AND STOCK AWARD PLAN
(Full Title of the Plan)
ELLEN KELLEHER, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
MANUFACTURED HOME COMMUNITIES, INC.
TWO NORTH RIVERSIDE PLAZA, 8TH FLOOR
CHICAGO, ILLINOIS 60606
(Name and Address of Agent for Service)
(312) 474-1122
(Telephone Number, Including Area Code, of Agent for
Service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
- -------------------- -------------------- -------------------- -------------------- --------------------
Common Stock, par
value $.01 per
share 1,000,000 $ 21.57 $ 21,570,000 $ 6,540.00
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(1) The offering price is estimated solely for the purpose of determining the
registration fee and is based upon the average high and low prices reported for
the Common Stock on the New York Stock Exchange, Inc. on April 15, 1997,
pursuant to Rule 457(h).
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REGISTRATION OF ADDITIONAL SECURITIES
On March 23, 1994, Manufactured Home Communities, Inc. (the
"Company"), filed a Registration Statement (File No. 33-76846) on Form S-8
(the "Initial Registration Statement") covering 500,000 shares of the
Company's common stock, $0.01 par value per share (the "Common Stock"),
issuable upon exercise of stock options granted under the Company's 1992
Stock Option and Stock Award Plan (the "Plan").
On March 1, 1994, the Company's Board of Directors approved a
resolution amending the Plan (the "Amended Plan") to increase the number
of shares of Common Stock issuable upon conversion of stock options which
may be granted under the Plan by 500,000 shares. On May 4, 1994, the
Company's shareholders approved the Amended Plan. Also on March 1, 1994,
the Company's Board of Directors approved a resolution declaring a two for
one stock split wherein for each share of Common Stock held of record at
the close of business on April 8, 1994, a shareholder would receive one
additional share of Common Stock on April 22, 1994. Therefore, the total
number of shares of Common Stock currently registered for issuance
pursuant to the Plan is 1,000,000 and this registration statement covers
the additional 1,000,000 shares of Common Stock to be registered
hereunder.
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
*4.1 Articles of Incorporation. (Exhibit 3.1 to the Registrant's Form S-11
Registration Statement No. 33-55994, dated February 24, 1993.)
*4.2 Articles of Amendment and Restatement of Manufactured Home
Communities, Inc. (Exhibit 3.2 to the Registrant's Form S-11
Registration Statement No. 33-55994, dated February 24, 1993.)
*4.3 Bylaws of Manufactured Home Communities, Inc. (Exhibit 3.3 to the
Registrant's S-11 Registration No. 33-55994, dated February 24, 1993.)
*4.4 Manufactured Home Communities, Inc. Amended and Restated 1992 Stock
Option and Stock Award Plan (Exhibit A to the Registrant's definitive
Proxy Statement dated March 31, 1994 relating to the Annual Meeting of
Stockholders held on May 4, 1994).
5 Opinion of Rosenberg & Liebentritt, P.C. dated April 16, 1997.
23.1 Consent of Ernst & Young LLP dated April 16, 1997.
23.2 Consent of Coopers & Lybrand L.L.P. dated April 16, 1997.
24 Not Applicable
27 Not Applicable
28 Not Applicable
*Exhibits are incorporated herein by reference from prior filings.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Chicago,
State of Illinois, on April 16, 1997.
MANUFACTURED HOME COMMUNITIES, INC.
(Registrant)
/s/ David A. Helfand
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David A. Helfand
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas P. Heneghan
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Thomas P. Heneghan
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
/s/ Judy A. Pultorak
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Judy A. Pultorak
Principal Accounting Officer
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this Form S-8 Registration Statement has been signed by the
following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
Name Title Date
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/s/ Samuel Zell Chairman of the Board and Director April 16, 1997
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Samuel Zell
/s/ David A. Helfand President, Chief Executive Officer
- -------------------- and Director April 16, 1997
David A. Helfand
/s/ Thomas P. Heneghan Executive Vice President and Chief
- ---------------------- Financial Officer April 16, 1997
Thomas P. Heneghan
/s/ Sheli Z. Rosenberg Director April 16, 1997
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Sheli Z. Rosenberg
/s/ Timothy H. Callahan Director April 16, 1997
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Timothy H. Callahan
/s/ Gary L. Waterman Director April 16, 1997
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Gary L. Waterman
/s/ Donald S. Chisholm Director April 16, 1997
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Donald S. Chisholm
/s/ Michael A. Torres Director April 16, 1997
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Michael A. Torres
/s/ Thomas E. Dobrowski Director April 16, 1997
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Thomas E. Dobrowski
/s/ Louis H. Masotti Director April 16, 1997
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Louis H. Masotti
/s/ John F. Podjasek, Jr. Director April 16, 1997
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John F. Podjasek, Jr.
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