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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MANUFACTURED HOME COMMUNITIES, INC.
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(Exact name of registrant as specified in its charter)
MARYLAND 36-3857664
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(State of incorporation) (I.R.S. Employer Identification No.)
TWO NORTH RIVERSIDE PLAZA, SUITE 800
CHICAGO, ILLINOIS 60606
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(Address of principal executive offices)
MANUFACTURED HOME COMMUNITIES, INC.
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1992 STOCK OPTION AND
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STOCK AWARD PLAN
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(Full title of the Plan)
ELLEN KELLEHER, ESQ.
EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
MANUFACTURED HOME COMMUNITIES, INC.
TWO NORTH RIVERSIDE PLAZA, SUITE 800
CHICAGO, ILLINOIS 60606
(312) 279-1400
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
===============================================================================================================
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price per Aggregate Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
------------------------- --------------------- --------------------- --------------------- -------------------
Common Stock, par value 2,000,000 shares(2) $28.54 $57,080,000 $14,270
$.01 per share
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(1) The offering price for such shares is estimated pursuant to Rule
457(c) and (h) solely for the purpose of calculating the registration fee and is
based upon the average of the high and low prices of the shares of common stock,
par value $0.01 per share, of the Registrant ("Common Stock") as quoted on the
New York Stock Exchange on July 31, 2001.
(2) 4,000,000 shares of Common Stock have previously been registered
with the Securities and Exchange Commission pursuant to an effective
Registration Statement on Form S-8. The amount of the registration fee,
therefore, relates to only those additional 2,000,000 shares of Common Stock
being registered hereunder.
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PART II
REGISTRATION OF ADDITONAL SECURITIES
This Registration Statement of Manufactured Home Communities, Inc. (the
"Company") incorporates by reference the contents of the Company's previous
registration statement on Form S-8 dated December 7, 1998 (SEC File Number
333-68473) covering 2,000,000 shares of the Company's common stock, par value
$0.01 per share ("Common Shares"), issuable upon the award of share grants and
the exercise of options granted under the Company's 1992 Stock Option and Stock
Award Plan (the "Plan"), which previous registration statement incorporated by
reference the contents of the Company's registration statement on Form S-8 dated
April 16, 1997 (SEC File Number 333-25295) covering 1,000,000 Common Shares,
which in turn incorporated by reference the contents of the Company's
registration statement on Form S-8 dated March 23, 1994 (SEC File Number
33-76846) covering 1,000,000 Common Shares.
On March 23, 2001, the Company's Board of Directors approved
resolutions amending and restating the Plan effective March 23, 2001 (together
with all other amendments thereto and restatements thereof, the "Amended Plan")
to increase the number of Common Shares issuable thereunder by 2,000,000 Common
Shares to an aggregate of 6,000,000 Common Shares. On May 8, 2001, the Company's
shareholders approved the Amended Plan. The total number of Common Shares
currently registered for issuance pursuant to the Plan is 4,000,000 and this
Registration Statement covers the additional 2,000,000 Common Shares to be
registered hereunder.
ITEM 8. EXHIBITS
Reference is made to the Exhibit Index.
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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 Chicago, Illinois, this 25th day of July, 2001.
MANUFACTURED HOME COMMUNITIES, INC.
By: /s/ Howard Walker
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Howard Walker
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated this 25th day of July, 2001.
Signature Title
/s/ Samuel Zell Chairman of the Board
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Samuel Zell
/s/ Howard Walker Chief Executive Officer and Director
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Howard Walker
/s/ Thomas P. Heneghan President and Chief Operating Officer
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Thomas P. Heneghan
/s/ John M. Zoeller Vice President and Chief Financial Officer
---------------------------------- (principal financial officer)
John M. Zoeller
/s/ Mark Howell Principal Accounting Officer
---------------------------------- (principal accounting officer)
Mark Howell
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/s/ Howard Walker Chief Executive Officer and Director
---------------------------------- (principal executive officer)
Howard Walker *Attorney-in-Fact
/s/ John M. Zoeller Vice President and Chief Financial Officer
---------------------------------- (principal financial officer)
John M. Zoeller *Attorney-in-Fact
* Donald S. Chisholm Director
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Donald S. Chisholm
* Thomas E. Dobrowski Director
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Thomas E. Dobrowski
/s/ David A. Helfand Director
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David A. Helfand
* Louis H. Masotti, Ph.D. Director
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Louis H. Masotti, Ph.D.
* John F. Podjasek, Jr. Director
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John F. Podjasek, Jr.
/s/ Sheli Z. Rosenberg Director
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Sheli Z. Rosenberg
* Michael A. Torres Director
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Michael A. Torres
* Gary Waterman Director
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Gary Waterman
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EXHIBITS
The following exhibits are filed as part of this Registration
Statement.
EXHIBIT NUMBER DESCRIPTION
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4.1 Articles of Amendment and Restatement of Manufactured Home
Communities, Inc., included as Exhibit 3.2 to the Company's
Registration Statement on Form S-11 filed February 24, 1993
(SEC File No. 33-55994) and incorporated herein by reference.
4.2 Amended Bylaws of Manufactured Home Communities, Inc., included
as Exhibit 3.3 to the Company's Registration Statement on
Form S-3 filed November 12, 1999 (SEC File No. 333-90813) and
incorporated herein by reference.
4.3 Manufactured Home Communities, Inc. 1992 Stock Option and Stock
Award Plan, included as Appendix A to the Registrant's
Definitive Proxy Statement dated March 30, 2001 (SEC File No.
001-11718) relating to the Annual Meeting of Stockholders held
on May 8, 2001.
5.1 Legal opinion of Seyfarth Shaw dated as of July 25, 2001.
23.1 Consent of Ernst & Young LLP dated as of July 25, 2001.
23.2 Consent of Seyfarth Shaw (included in the opinion filed as
Exhibit 5.1).
24.1 Power of Attorney for John F. Podjasek, Jr. dated July 25,
2001.
24.2 Power of Attorney for Michael A. Torres dated July 23, 2001.
24.3 Power of Attorney for Thomas E. Dobrowski dated July 20, 2001.
24.4 Power of Attorney for Gary Waterman dated July 23, 2001.
24.5 Power of Attorney for Donald S. Chisholm dated July 20, 2001.
24.6 Power of Attorney for Louis H. Masotti dated July 23, 2001.