As filed with the Securities and Exchange Commission on November 26, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MUNICIPAL MORTGAGE & EQUITY, LLC
(Exact name of registrant as specified in its charter)
Delaware 52-1449733
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
218 North Charles Street, Suite 500 21201
Baltimore, Maryland (Zip code)
(Address of principal executive offices)
MUNICIPAL MORTGAGE & EQUITY, LLC
2001 NON-EMPLOYEE DIRECTORS' SHARE PLAN
(Full title of the plan)
and
MUNICIPAL MORTGAGE & EQUITY, LLC
2001 SHARE INCENTIVE PLAN
(Full title of the plan)
MARK K. JOSEPH
Municipal Mortgage & Equity, LLC
218 North Charles Street, Suite 500
Baltimore, Maryland 21201
(443) 263-2900
(Name, address and telephone number,
including area code, of agent for service)
With a copy to:
ROBERT E. KING, JR., ESQ.
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
(212) 878-8209
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Amount to be Proposed Proposed Maximum Amount of
Securities Registered(1) Maximum Aggregate Registration
to be Offering Price Offering Fee
Registered Per Share(2) Price(2)
-------------------------------------------------------------------------------
Common Shares 1,050,000 $25.20 $26,460,000 $6,615
===============================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), the number of shares being registered shall be adjusted
to include any additional shares which may become issuable as a result of
stock splits, stock dividends, or similar transactions in accordance with
anti-dilution provisions of the plans.
(2) Estimated solely for the purpose of calculating the Registration Fee,
pursuant to Rule 457(c), on the basis of the average of the high and the
low prices of the Registrant's Common Shares reported in the consolidated
reporting system on the New York Stock Exchange Composite Tape on November
23, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"), and the introductory
Note to Part I of Form S-8.
PROSPECTUS FOR RESALES
The material that follows, up to but not including the signature page of
this Registration Statement, constitutes a prospectus, prepared on Form S-3, in
accordance with General Instruction C to Form S-8, to be used in connection with
resales of securities acquired by affiliates of Municipal Mortgage & Equity,
LLC, as defined in Rule 405 under the Securities Act under director and employee
share incentive plans.
PROSPECTUS
Municipal Mortgage & Equity, LLC
COMMON SHARES
The common shares to which this Prospectus relates may be offered from time
to time by Selling Shareholders who are directors, officers and employees of
Municipal Mortgage & Equity, LLC and who we will specifically identify in
prospectus supplements hereto. The Selling Shareholders may sell the common
shares on the New York Stock Exchange, where our common shares are currently
traded, on any securities exchanges or other quotation systems on which our
common shares may be traded, in the over-the-counter market or in negotiated
transactions, at prices and on terms then available. The respective Selling
Shareholders will pay any brokerage fees or commissions relating to sales by
them. See "Method of Sale." We will not receive any part of the proceeds of any
such sales.
Our principal executive office is located at 218 North Charles Street,
Suite 500, Baltimore, Maryland 21201 (Telephone No. (443) 263-2900).
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this Prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
We are paying the expenses of preparing and filing the Registration
Statement of which this Prospectus is a part.
--------------
The date of this Prospectus is November 26, 2001.
TABLE OF CONTENTS
Page
INCORPORATION BY REFERENCE...............................................2
INFORMATION WE FILE......................................................2
SELLING SHAREHOLDERS.....................................................2
METHOD OF SALE...........................................................3
SEC POSITION REGARDING INDEMNIFICATION...................................3
INCORPORATION BY REFERENCE
We incorporate by reference into this Prospectus (a) our Annual Report on
Form 10-K for the year ended December 31, 2000, (b) the description of our
common shares contained in our registration statement under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (including any amendments
or reports filed for the purpose of updating such description), (c) our Proxy
Statements on Schedule 14A, dated June 19, 2001 and April 12, 2001 and (d) all
other reports we filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since December 31, 2000. These documents were filed under SEC File Number
001-11981. We also incorporate by reference into this Prospectus all the
documents we file pursuant to Sections 13, 14 and 15(d) of the Exchange Act
after the date of this Prospectus and before we file a post-effective amendment
that indicates that all the securities to which this Prospectus relates have
been sold or that deregisters all those securities that have not been sold. We
will provide copies of all documents that are incorporated by reference without
charge to anyone to whom we deliver this Prospectus who makes a written or oral
request for them to Municipal Mortgage & Equity, LLC, 218 North Charles Street,
Suite 500, Baltimore, Maryland 21201, Attention: Karin Berardo, telephone number
(443) 263-2900.
INFORMATION WE FILE
We file annual, quarterly and current reports, proxy statements and other
materials with the Securities and Exchange Commission pursuant to the
requirements of the Exchange Act. The public may read and copy any materials we
file with the Securities and Exchange Commission at the Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Regional Offices of
the Securities and Exchange Commission located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet
site that contains reports, proxy and information statements and other
information regarding issuers (including us) that file electronically with the
Securities and Exchange Commission. The address of that site is
http:\\www.sec.gov.
SELLING SHAREHOLDERS
This Prospectus relates to possible sales by our directors, officers and
employees of our common shares that they acquire through our various share
incentive plans. We do not know at this time who may be Selling Shareholders
from time to time. We will provide the names of those people, along with the
number of common shares owned, and the number of shares that may be sold, by
each of those people from time to time in supplements to this Prospectus, which
we will file with the Securities and Exchange Commission in accordance with Rule
424(b) under the Securities Act.
METHOD OF SALE
The shares offered by this Prospectus may be sold on the New York Stock
Exchange, where our common shares are currently traded, or in other markets
where our common shares are traded, or in negotiated transactions. Sales will be
at prices that are current when the sales take place. Selling Shareholders may
pay brokers' commissions. Shares that are sold may include shares in which
Selling Shareholders have granted security interests and that are being sold
because of foreclosure of those security interests. There is no present plan of
distribution.
SEC POSITION REGARDING INDEMNIFICATION
Our Operating Agreement provides for indemnification of officers and
directors for any loss, damage or claim (including reasonable attorneys' fees)
due to any act or omission made by him or her, except in the case of fraudulent
or illegal conduct.
We have been informed that, in the opinion of the Securities and Exchange
Commission, insofar as directors, officers or other persons who control us may
become entitled under the provisions of our Amended and Restated Certificate of
Formation to indemnification for liabilities arising under the Securities Act,
that indemnification is against public policy as expressed in that Act and is
therefore unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
by Municipal Mortgage & Equity, LLC (the "Company") are incorporated as of their
respective dates in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 2000, (the "2000 10-K").
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2001 as filed on May 15, 2001.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2001 as filed on August 14, 2001.
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001 as filed on November 13, 2001.
(e) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the 2000 10-K.
(f) The Company's Prospectus/Consent Solicitation Statement included in its
Registration Statement on Form S-4 (File No. 33-99088), as declared effective by
the Commission on May 29, 1996, as it relates to the description of the
Company's Common Shares contained under the caption "Description of Shares" and
incorporated by reference into Item 1 of Form 8-A/A (Amendment No. 1) filed with
the Commission on June 23, 1998, pursuant to 12(b) of the Exchange Act,
including all amendments and reports updating such description.
All documents subsequently filed by us pursuant to Sections 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, will be deemed incorporated by reference
in this Registration Statement and to be part of it from the date of filing of
those documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
According to Article 8 of the Company's Amended and Restated Certificate of
Formation and Operating Agreement (the "Operating Agreement"), all directors and
officers of the Company are entitled to indemnification from the Company for any
loss, damage or claim (including any reasonable attorneys' fees incurred by such
person in connection therewith) due to any act or omission made by him or her,
except in the case of fraudulent or illegal conduct of such person; provided,
that any indemnity shall be paid out of, and to the extent of, the assets of the
Company only (or any insurance proceeds available therefor), and no shareholder
shall have any personal liability on account thereof. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the director or officer acted fraudulently or illegally.
The indemnification provided in the Operating Agreement is not deemed to be
exclusive of any other rights to which those indemnified may be entitled under
any agreement, vote of shareholders or directors, or otherwise, and shall inure
to the benefit of the heirs, executors and administrators of such a person. Any
repeal or modification of the indemnification provisions contained in the
Company's Operating Agreement will not adversely affect any right or protection
of a director or officer of the Company existing at the time of such repeal or
modification.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Amended and Restated Certificate of Formation and Operating Agreement
of the Company (filed as an Exhibit to the Company's Registration
Statement on Form S-3, as amended (Registration No. 333-56049) and
incorporated herein by reference)
4.2 By-Laws of the Company (filed as an Exhibit to the Company's
Registration Statement on Form S-3, as amended (Registration No.
333-56049) and incorporated herein by reference)
4.3 Specimen copy of Common Share (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-4 (File No. 33-99088) filed November
7, 1995, and incorporated herein by reference)
5.1 Opinion of Clifford Chance Rogers & Wells LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Clifford Chance Rogers & Wells LLP (included in Exhibit
5.1)
24.1 Power of Attorney (included on the signature pages hereto)
Item 9. Undertakings
(a) 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;
(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 thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the 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 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% 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 the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
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 therein, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the employee benefit plan's
annual report pursuant to Section 15(d) or the Exchange Act) 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 at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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 Baltimore, State of Maryland on October 30, 2001.
MUNICIPAL MORTGAGE & EQUITY, LLC
By: /s/ Mark K. Joseph _
---------------------------------------------
Name: Mark K. Joseph
Title: Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Municipal Mortgage & Equity, LLC hereby severally constitute Mark
K. Joseph and Michael L. Falcone and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement (including
without limitation any amendments filed pursuant to Section 462(b) of the
Securities Act of 1933), and generally to do all such things in our names and in
our capacities as officers and directors to enable Municipal Mortgage & Equity,
LLC to comply with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signature as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Mark K. Joseph Chairman of the Board, October 30, 2001
------------------------------ Chief Executive Officer
MARK K. JOSEPH (Principal Executive
Officer)and Director
/s/ Michael L. Falcone President, Chief October 18, 2001
------------------------------ Operating Officer
MICHAEL L. FALCONE
/s/ William S. Harrison Chief Financial Officer October 30, 2001
------------------------------ (Principal Financial
WILLIAM S. HARRISON Officer and Principal
Accounting Officer)
/s/ Charles C. Baum Director October 8, 2001
------------------------------
CHARLES C. BAUM
/s/ Richard O. Berndt Director October 10, 2001
------------------------------
RICHARD O. BERNDT
/s/ Robert S. Hillman Director October 9, 2001
------------------------------
ROBERT S. HILLMAN
/s/ William L. Jews Director October 18, 2001
------------------------------
WILLIAM L. JEWS
/s/ Carl W. Stearn Director October 18, 2001
------------------------------
CARL W. STEARN
/s/ Douglas A. McGregor Director October 18, 2001
------------------------------
DOUGLAS A. MCGREGOR
/s/ Robert J. Banks Director October 18, 2001
------------------------------
ROBERT J. BANKS
EXHIBIT INDEX
Exhibit No. Description
4.1 Amended and Restated Certificate of Formation and Operating Agreement of
the Company (filed as an Exhibit to the Company's Registration Statement on
Form S-3, as amended (Registration No. 333-56049) and incorporated herein
by reference)
4.2 By-Laws of the Company (filed as an Exhibit to the Company's Registration
Statement on Form S-3, as amended (Registration No. 333-56049) and
incorporated herein by reference)
4.3 Specimen copy of Common Share (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-4 (File No. 33-99088) filed November 7,
1995, and incorporated herein by reference)
5.1 Opinion of Clifford Chance Rogers & Wells LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Clifford Chance Rogers & Wells LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature pages hereto)
EXHIBIT 5.1
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
Tel: (212) 878-8000 Fax: (212) 878-8375
November 21, 2001
Municipal Mortgage & Equity, LLC
218 North Charles Street, Suite 500
Baltimore, Maryland 21201
Re: Registration on Form S-8
Ladies and Gentlemen:
We have acted as special counsel for Municipal Mortgage & Equity, LLC, a
Delaware limited liability company (the "Company"), in connection with the
Registration Statement on Form S-8 (the "Registration Statement"), filed by the
Company with the Securities and Exchange Commission (the "Commission") for
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of up to 1,050,000 common shares of limited liability interest (the
"Common Shares") to be issued pursuant to the Company's 2001 Non-Employee
Directors' Share Plan and the Company's 2001 Share Incentive Plan.
In so acting, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below.
Based upon the foregoing and on such examination of law as we have deemed
necessary, we are of the opinion that the Common Shares have been duly
authorized by all necessary limited liability company action and when issued,
delivered and paid for in accordance with such authorization, such Common Shares
will be legally issued, fully paid and nonassessable (subject to the
requirements under Delaware law that a shareholder may have to repay a
distribution under Section 16-607(b) of the Delaware Limited Liability Company
Act).
We are members of the Bar of the State of New York and the opinions set forth in
this letter relate only to the federal laws of the United States of America and
the Delaware Limited Liability Company Act.
We hereby consent to the filing of this opinion as Exhibit 5.1 to a registration
statement on Form S-8.
Very truly yours,
/s/ Clifford Chance Rogers & Wells LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 6, 2001 relating to the
financial statements, which appears in Municipal Mortgage & Equity, LLC's Annual
Report on Form 10-K for the year ended December 31, 2000.
PricewaterhouseCoopers LLP
Baltimore, Maryland
November 19, 2001