As filed with the Securities and Exchange Commission on May 14, 2001.
Registration No. 333-65461
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 2
TO 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
(State or other jurisdiction of incorporation or organization)
59-1449733
(I.R.S. Employer Identification No.)
218 North Charles Street, Suite 500
Baltimore, Maryland 21201
(Address of Principal Executive Offices) (Zip Code)
MUNICIPAL MORTGAGE & EQUITY, LLC
1998 NON-EMPLOYEE DIRECTORS' SHARE PLAN
(Full Title of Plan)
MUNICIPAL MORTGAGE & EQUITY, LLC
1998 SHARE INCENTIVE PLAN
(Full Title of Plan)
MARK K. JOSEPH
Chief Executive Officer
Municipal Mortgage & Equity, LLC
218 North Charles Street, Suite 500
Baltimore, Maryland 21201
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (410) 962-8044
Copies to:
ROBERT E. KING, JR., ESQ.
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
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 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 of 1933, as amended, 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. (410) 962-8044).
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 May 14, 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 (including any amendments or reports filed for
the purpose of updating such description), (c) our Proxy Statement on Schedule
14A, dated April 12, 2001 and (d) all other reports we filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, 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 Securities Exchange Act of 1934
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
(410) 962-8044.
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 Securities Exchange Act of 1934. 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 7
World Trade Center, Suite 1300, New York, New York 10048 and 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 shares 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 of 1933, as amended.
2
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 Amended and Restated Certificate of Formation 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 of 1933, that indemnification is against public policy as
expressed in that Act and is therefore unenforceable.
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
Registration Statement from SEC File No. 001-11981:
(1) The Annual Report of Municipal Mortgage & Equity, LLC (the
"Company") on Form 10-K for the fiscal year ended December 31, 2000.
(2) The description of the Company's common shares contained
in the Company's Registration Statement on Form S-3/A filed on June 29, 1998.
(3) The Company's Proxy Statement on Schedule 14A, dated April
12, 2001.
(4) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act since December 31, 2000.
All documents subsequently filed by the Company and pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The registrant's Amended and Restated Certificate of Formation 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
(a) Each of the undersigned registrants 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 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 Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(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.
(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 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 registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants' annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions, or otherwise,
the registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrants of expenses incurred or paid by a director, officer
or controlling person of the registrants 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 registrants will,
unless in the opinion of their respective 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 of 1933 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 and State of Maryland on May 14, 2001.
MUNICIPAL MORTGAGE & EQUITY, LLC
By: /s/ MICHAEL L. FALCONE
-----------------------------------------
Michael L. Falcone
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated.
Name Title
---- -----
Chairman, Chief Executive Officer
/s/ MARK K. JOSEPH* (Principal Executive Officer) and Director
-----------------------
Mark K. Joseph
President and Chief Operating Officer
/s/ MICHAEL L. FALCONE
-----------------------
Michael L. Falcone
/s/ WILLIAM HARRISON Chief Financial Officer (Principal Financial
----------------------- Officer and Principal Accounting Officer)
William Harrison
/s/ CHARLES C. BAUM* Director
-----------------------
Charles C. Baum
/s/ RICHARD O. BERNDT* Director
-----------------------
Richard O. Berndt
/s/ ROBERT S. HILLMAN* Director
-----------------------
Robert S. Hillman
/s/ WILLIAM L. JEWS* Director
-----------------------
William L. Jews
/s/ CARL W. STEARN* Director
-----------------------
Carl W. Stearn
* Signed for by Michael L. Falcone, attorney-in-fact.
EXHIBIT INDEX
Exhibit
Number Description
3.1 Amended and Restated Certificate of Formation and Operating
Agreement of the Company*
3.2 By-Laws of the Company**
4.1 Speciment copy of Growth Share***
5.1 Opinion of Rogers & Wells LLP****
23.1 Consent of PricewaterhouseCoopers LLP****
23.2 Consent of Rogers & Wells LLP (included in Exhibit 5.1)****
24.1 Power of Attorney****
* Previously filed with Form S-8, dated October 8, 1998, by reference to an
Exhibit to the Company's Amended Annual Report on Form 10-K/A for the year 1997.
** Previously filed with Form S-8, dated October 8, 1998, by reference to an
Exhibit to the Company's Registration Statement on Form S-3, as amended
(Registration No. 333-56049).
*** Previously filed with Form S-8, dated October 8, 1998, by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-4 (File No.
33-99088), filed November 7, 1995.
**** Previously filed with Form S-8, dated October 8, 1998.