1
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 (I.R.S. Employer Identification No.)
Incorporation or Organization)
TWO NORTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
(Address of Principal Executive Offices) (Zip Code)
MANUFACTURED HOME COMMUNITIES, INC.
1997 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
ELLEN KELLEHER
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
MANUFACTURED HOME COMMUNITIES, INC.
TWO NORTH RIVERSIDE PLAZA, SUITE 800
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 to Amount to be Offering Price Aggregate Amount of
be Registered Registered Per Share (1) Offering Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share 1,000,000 $22.0625 $22,062,500 $6,690
=====================================================================================================
(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 June
2, 1997, pursuant to Rule 457(h)(1).
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by the
Registrant with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Registration Statement and shall be deemed to
be a part hereof:
(a) Annual Report on Form 10-K for the year ended December 31, 1996;
(b) Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997;
(c) Current Report on Form 8-K dated March 14, 1997, filed on
March 25, 1997 and Current Report on Form 8-K dated March 27,
1997, filed on April 3, 1997; and
(d) The decription of the Common Stock contained in the Company's
Registration Statement on Form 8-A/A filed on February 22, 1993.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to termination of the offering made
pursuant to this Registration Statement shall be deemed to be incorporated
herein by reference and shall be deemed a part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Sheli Z. Rosenberg, a principal of Rosenberg & Liebentritt, P.C., is a
director of the Registrant and owns 8,576 shares of Common Stock and an
economic interest in 11,530 units of limited partnership interest. Officers
and associates of Rosenberg & Liebentritt, P.C. beneficially own less than 1%
of the outstanding shares of common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Maryland General Corporation Law (the "MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money
damages except for (i) actual receipt of an improper benefit or profit in
money, property or services or (ii) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
Charter of the Registrant contains such a provision which limits such liability
to the maximum extent permitted by the MGCL.
The Charter of the Registrant authorizes the Registrant to obligate
itself to indemnify its present and former officers and directors and to pay or
reimburse expenses for such individuals in advance of the final disposition of
a proceeding to the maximum extent permitted from time to time by the laws of
Maryland. The Bylaws of the Registrant obligate the Registrant to indemnify
and advance expenses to present and former directors and officers to the
maximum extent permitted by Maryland law from time to time. The MGCL permits a
corporation to indemnify its present and former directors and officers, among
others, against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by them in connection with any proceeding to which
they may be made a party by reason of their service in those or other
capacities unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to the proceeding
and (i) was committed in bad faith or (ii) was the result of active and
deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services, or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful. However, a corporation may not
indemnify for an adverse judgment in a suit by or in the right of the
corporation. In addition, the MGCL requires the Registrant, as conditions to
advancing expenses in such an event, to obtain (i) a written affirmation by the
director or officer of his good faith
II-1
3
belief that he has met the standard of conduct necessary for indemnification
by the Registrant as authorized by the applicable Bylaws and (ii) a written
agreement by him or on his behalf to repay the amount paid or reimbursed by the
Registrant if it shall ultimately be determined that the standard of conduct
was not met. The Bylaws of the Registrant and each of its corporate
subsidiaries and the partnership agreements for each of its partnership
subsidiaries also permit the Registrant to provide indemnification and advance
of expenses to present or former directors or officers who served a predecessor
of the Registrant in such capacity, and to any employee or agent of the
Registrant or a predecessor of the Registrant. Finally, the MGCL requires a
corporation (unless its charter provides otherwise, which the Registrant's
Charter does not) to indemnify a director or officer who has been successful,
on the merits or otherwise, in the defense of any proceeding to which he is
made a party by reason of his service in that capacity.
The partnership agreements of MHC Operating Limited Partnership, MHC
Management Limited Partnership, MHC-DAG Management Limited Partnership, MHC
Financing Limited Partnership, MHC-Bay Indies Financing Limited Partnership and
MHC-DeAnza Financing Limited Partnership (collectively "the Partnerships") also
provide for indemnification of the Registrant and its officers and directors to
the same extent indemnification is provided to officers and directors of the
Registrant in its Charter, and limits the liability of the Registrant and its
officers and directors to the Partnerships and their respective partners to the
same extent the liability of the officers and directors of the Registrant to
the Registrant and its stockholders is limited under the Registrant's Charter.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index which is incorporated herein by reference.
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range
may be reflected in the form of the prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that subparagraphs (i) and (ii) above do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in the
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities and Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
II-2
4
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 scurities
offered 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 offered being registered which
remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
offered at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to existing provisions or arrangements whereby the
Registrant may indemnify a director, officer or controlling person of the
Registrant against liabilities arising under the Securities Act of 1933, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant 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
Registrant 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 Act and will be governed by the final adjudication of such
issue.
II-3
5
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 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
June 3, 1997.
MANUFACTURED HOME COMMUNITIES, INC.
By: /s/ David A. Helfand
----------------------------------------------------
David A. Helfand, President, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints David A. Helfand or Thomas P.
Heneghan, or either of them, his attorneys-in-fact and agents, with full power
of substitution and resubstitution for him in any and all capacities, to sign
any or all amendments or post-effective amendments to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith or in connection with the registration of the Securities
under the Exchange Act, with the Securities and Exchange Commission, granting
unto each of such attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary in connection
with such matters as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that each of such
attorneys-in-fact and agents 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
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Name Title Date
- ---- ----- ----
/s/ Samuel Zell Chairman of the Board of Directors June 3, 1997
- -------------------------
Samuel Zell
/s/ David A. Helfand President, Chief Executive Officer June 3, 1997
- ------------------------- and Director
David A. Helfand
/s/ Thomas P. Heneghan Executive Vice President and June 3, 1997
- ------------------------- Chief Financial Officer
Thomas P. Heneghan
/s/ Judy A. Pultorak Principal Accounting Officer June 3, 1997
- -------------------------
Judy A. Pultorak
/s/ Sheli Z. Rosenberg Director June 3, 1997
- -------------------------
Sheli Z. Rosenberg
/s/ Timothy H. Callahan Director June 3, 1997
- -------------------------
Timothy H. Callahan
/s/ Gary L. Waterman Director June 3, 1997
- -------------------------
Gary L. Waterman
/s/ Donald S. Chisholm Director June 3, 1997
- -------------------------
Donald S. Chisholm
/s/ Michael A. Torres Director June 3, 1997
- -------------------------
Michael A. Torres
/s/ Thomas E. Dobrowski Director June 3, 1997
- -------------------------
Thomas E. Dobrowski
/s/ Louis H. Masotti Director June 3, 1997
- -------------------------
Louis H. Masotti
/s/ John F. Podjasek, Jr. Director June 3, 1997
- -------------------------
John F. Podjasek, Jr.
II-4
6
EXHIBIT INDEX
Sequentially
Exhibit Exhibit Numbered
Number Description Page
- ------- ---------------------------------------------------- ------------
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.)
4.3 * Form of Manufactured Home Communities, Inc. 1997
Non-Qualified Employee Stock Purchase Plan (Exhibit A
to the Registrant's definitive Proxy Statement dated
March 28, 1997 relating to the Annual Meeting of
Stockholders held on May 13, 1997).
5 Opinion of Rosenberg & Liebentritt, P.C. dated
June 3, 1997
23.1 Consent of Ernst & Young LLP dated May 30, 1997
23.2 Consent of Coopers & Lybrand L.L.P. dated May 30, 1997
23.3 Consent of Rosenberg & Liebentritt, P.C. (included in
Exhibit 5)
24 Power of Attorney (filed as part of the signature
page to the Registration Statement)
- ---------------------
* Exhibits are incorporated herein by reference from prior filings.
II-5