As filed with the Securities and Exchange Commission on November 28, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HOME PROPERTIES OF NEW YORK, INC.
(exact name of registrant as specified in its charter)
MARYLAND 16-1455126
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
850 Clinton Square, Rochester, New York 14604
(Address of Principal Executive Offices) (Zip Code)
HOME PROPERTIES RETIREMENT SAVINGS PLAN
(Full title of the Plan)
Ann M. McCormick, Esq.
Vice President, Secretary and General Counsel
Home Properties of New York, Inc.
850 Clinton Square
Rochester, New York 14604
(585) 246-4105
(585) 232-3147
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Deborah McLean Quinn, Esq.
Nixon Peabody LLP
900 Clinton Square
Rochester, New York 14604
(585) 263-1307
(585) 263-1600
------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be price per Offering Registration
Registered(1) Registered(1) share(2) Price(2) Fee
------------- ------------- ---------- ---------- ------------
Common Stock 50,000 $31.15 $1,557,500 $389.38
$.01 par value
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement covers an indeterminate amount of interests to be offered
or sold pursuant to the Home Properties Retirement Savings Plan.
(2)Inserted solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) and based upon the average of the high and low prices for the
registrant's Common Stock on the New York Stock Exchange reported as of November
27, 2001.
Approximate date of commencement of the proposed issuance of the securities to
the public: From time to time after the Registration Statement becomes
effective.
EXPLANATORY NOTE
Home Properties of New York, Inc. filed a Registration Statement on
Form S-8 on September 24, 1996 (Registration No. 333-12551) relating to the
registration of shares of common stock of Home Properties of New York, Inc.
Pursuant to General Instruction E of Form S-8, this Registration
Statement on Form S-8 registers an additional 50,000 shares of the Company's
common stock which may be acquired under the Company's Retirement Savings Plan.
The contents of the previous Registration Statement, Registration No.
333-12551 are incorporated herein by reference.
Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered hereby will be passed upon by
Nixon Peabody LLP, Rochester, New York. Certain partners of Nixon Peabody LLP
own equity equal to less than 1% of the equity of Home Properties of New York,
Inc. and Home Properties of New York, L.P. on a fully diluted basis.
Item 8. Exhibits.
See Exhibit Index.
II-1
SIGNATURES
The Registrant. 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 Rochester, State of New York, on the 30th day of
October, 2001.
HOME PROPERTIES OF NEW YORK, INC.
/s/ Norman Leenhouts
By: ------------------------------
Norman P. Leenhouts
Chairman and Co-Chief
Executive Officer
/s/ Nelson B. Leenhouts
By: ------------------------------
Nelson B. Leenhouts
President and Co-Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Norman P. Leenhouts, Nelson B.
Leenhouts, and Edward J. Pettinella, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorneys-in-fact and agents or any
of them or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
II-2
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.
/s/ Norman P. Leenhouts Director, Chairman October 30, 2001
----------------------------- and Co-Chief Executive
Norman P. Leenhouts Officer (Principal
Executive Officer)
/s/ Nelson B. Leenhouts Director, President October 30, 2001
----------------------------- and Co-Chief Executive
Nelson B. Leenhouts Officer (Principal
Executive Officer)
/s/ Edward J. Pettinella Director, Executive October 30, 2001
----------------------------- Vice President
Edward J. Pettinella
/s/ David P. Gardner Senior Vice President, October 30, 2001
----------------------------- Chief Financial
David P. Gardner Officer
(Principal Financial
and Accounting Officer)
/s/ Burton S. August, Sr. Director October 30, 2001
-----------------------------
Burton S. August, Sr.
/s/William Balderston, III Director October 30, 2001
-----------------------------
William Balderston, III
/s/ Alan L. Gosule Director October 30, 2001
-----------------------------
Alan L. Gosule
/s/ Leonard F. Helbig, III Director October 30, 2001
-----------------------------
Leonard F. Helbig, III
/s/ Roger W. Kober Director October 30, 2001
-----------------------------
Roger W. Kober
II-3
/s/ Albert H. Small Director October 30, 2001
-----------------------------
Albert H. Small
/s/ Clifford W. Smith, Jr. Director October 30, 2001
-----------------------------
Clifford W. Smith, Jr.
/s/ Paul L. Smith Director October 30, 2001
-----------------------------
Paul L. Smith
/s/ Amy L. Tait Director October 30, 2001
-----------------------------
Amy L. Tait
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Home Properties Retirement Savings
Plan) have duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Rochester, State of
New York, on October 30, 2001.
HOME PROPERTIES RETIREMENT SAVINGS PLAN
By: /s/ Ann M. McCormick
-----------------------------------------------
On behalf of the Administrative Committee,
the Administrator of the Plan
EXHIBIT INDEX
Exhibit
No. Description Location
------- -------------- -----------
4.1 Articles of Amendment and Incorporated by reference to
Restatement of Articles of the Home Properties of
Incorporation of Home New York, Inc. Registration
Properties of New York, Inc. Statement on Form S-11, file
No. 33-78862 (the "S-11
Registration Statement").
4.2 Articles of Amendment of Articles of Incorporated by reference to
Incorporation of Home Properties of the Form 8-K filed by Home
New York, Inc. Properties of New York, Inc.
on July 2, 1999.
4.3 Amended and Restated Articles Incorporated by reference to
Supplementary of Series A Senior the Home Properties of New
Convertible Preferred Stock of Home York, Inc. Registration
Properties of New York, Inc. Statement on Form S-3 File
No. 333-93761, filed on
December 29, 1999.
4.4 Series B Convertible Cumulative Incorporated by reference to
Preferred Stock Articles the Home Properties of New
Supplementary to the Amended York, Inc. Registration
and Restated Articles of Statement on Form S-3, file
Incorporation of Home Properties No. 333-92023.
of New York, Inc.
4.5 Series C Convertible Cumulative Incorporated by reference to
Preferred Stock Articles the Form 8-K filed by Home
Supplementary to the Amended and Properties of New York, Inc.
Restated Articles of Incorporation on May 22, 2000.
of Home Properties of New York, Inc.
4.6 Series D Convertible Cumulative Incorporated by reference to
Preferred Stock Articles the Form 8-K filed by Home
Supplementary to the Amended and Properties of New York, Inc.
Restated Articles of Incorporation on June 12, 2000.
of Home Properties of New York, Inc.
4.7 Series E Convertible Cumulative Incorporated by reference to
Preferred Stock Articles the Form 8-K filed by Home
Supplementary to the Amended and Properties of New York, Inc.
Restated Articles of Incorporation on December 22, 2000.
of Home Properties of New York, Inc.
4.8 Amended and Restated By-Laws Incorporated by reference to
of Home Properties of New York, Inc. the Form 8-K filed by Home
Properties of New York, Inc,
on January 7, 1997.
5.1 Opinion of Nixon Peabody LLP Filed herewith.
10.1 Amendment No. Two to the Amended and Filed herewith
Restated 1994 Stock Benefit Plan
10.2 Amendment No. One to the 2000 Stock Filed herewith
Benefit Plan
23.1 Consent of Nixon Peabody LLP Contained in opinion filed
as Exhibit 5 to this
Registration Statement.
23.2 Consent of PricewaterhouseCoopers Filed herewith
LLP, independent accountants
23.3 Consent of Insero, Kasperski, Filed herewith
Ciaccia & Co., P.C., with respect
to plan financial Statements