AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 4, 1996APRIL 30, 1998
REGISTRATION NO. 333-333-51059
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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M/I SCHOTTENSTEIN HOMES, INC.
(Exact name of Registrant as specified in its charter)
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OHIO 31-1210837
(State or other (I.R.S. Employer
jurisdiction Identification
of incorporation or Number)
organization)
3 EASTON OVAL, SUITE 500
COLUMBUS, OHIO 43219
(614) 418-8000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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PAUL S. COPPEL
M/I SCHOTTENSTEIN HOMES, INC.
3 EASTON OVAL , SUITE 500
COLUMBUS, OHIO 43219
(614) 418-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
RONALD A. ROBINS, JR.
VORYS, SATER, SEYMOUR AND PEASE LLP
52 EAST GAY STREET
COLUMBUS, OHIO 43215
(614) 464-6400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective as
determined by market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE
Common Stock, $.01 par value................ 1,200,000 shares $25.50 $30,600,000 $9,027
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933.
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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The sole purpose for filing this Amendment No. 1 to Registration Statement
is to correct an error made by the filing agent during the original filing on
Form S-3 made on April 27, 1998.
The registration statement cover page of the original filing incorrectly
stated the date of filing as January 4, 1996. The registration statement cover
page should have stated the "AS FILED" date as April 27, 1998.
All other information contained in this Amendment No. 1 remains as filed in
the original filing.
SUBJECT TO COMPLETION, DATED APRIL 27,30, 1998
PROSPECTUS
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
1,200,000 SHARES
[M/I LOGO]
M/I SCHOTTENSTEIN HOMES, INC.
COMMON STOCK
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M/I Schottenstein Homes, Inc. (the "Company") may offer and sell from time
to time up to 1,200,000 shares of common stock, par value $.01 per share (the
"Common Stock"). Shares of Common Stock may be offered in amounts, at prices and
on terms to be determined at the time of sale and to be set forth in a
supplement to this Prospectus (a "Prospectus Supplement").
Shares of Common Stock may be offered through dealers, through underwriters
or through agents designated from time to time as set forth in the Prospectus
Supplement. Net proceeds to the Company will be the purchase price in the case
of a dealer, the public offering price less discount in the case of an
underwriter or the purchase price less commission in the case of an agent--in
each case, less other expenses attributable to issuance and distribution. See
"Plan of Distribution" for possible indemnification arrangements for dealers,
underwriters and agents.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SHARES OF COMMON STOCK
DESCRIBED IN THE ACCOMPANYING PROSPECTUS SUPPLEMENT.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
, 1998
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SAFE HARBOR STATEMENT
The Company wishes to take advantage of the safe harbor provisions included
in the Private Securities Litigation Reform Act of 1995. Accordingly, in
addition to historical information, this Prospectus contains certain
forward-looking statements, including, but not limited to, statements regarding
the Company's future financial performance and financial condition. These
statements involve a number of risks and uncertainties. Any forward-looking
statements made by the Company herein or in any document incorporated by
reference herein are not guarantees of future performance, and actual results
may differ materially from those in such forward-looking statements as a result
of various factors, including, but not limited to, those referred to in the
Company's Annual Report to Shareholders for the fiscal year ended December 31,
1997.
32
THE COMPANY
M/I Schottenstein Homes, Inc. is one of the nation's leading homebuilders.
The Company sells and constructs single-family homes to the entry level, move-up
and empty nester buyer under the Horizon, M/I Homes and Showcase Homes
tradenames. The Company sells its homes in eleven geographic markets including
Columbus and Cincinnati, Ohio; Tampa, Orlando and Palm Beach County, Florida;
Charlotte and Raleigh, North Carolina; Indianapolis, Indiana; Virginia, Maryland
and, recently, Phoenix, Arizona.
The Company is the leading homebuilder in the Columbus, Ohio market and has
been the number one builder of single-family detached homes in this market for
many years. In addition, the Company is currently one of the top ten
homebuilders in each of its Ohio, Florida, Indiana and North Carolina markets
and believes it is well positioned to further penetrate these and its other
markets. The Company's growth strategy targets both product line expansion and
geographical diversification. With respect to geographical diversification, the
Company has expanded into new markets through the opening of new divisions
rather than through acquisitions. The Company offers homes to virtually all
segments of the market, from first time homebuyers to estate homebuyers, with
prices ranging from $80,000 to $1,000,000, with an average sales price of
approximately $200,000. The Company emphasizes its entry level product.
The Company believes it distinguishes itself from competitors by offering
homes located in selective areas that have a higher level of design and
construction quality within a given price range and by providing superior
customer service. The Company also believes that by offering homes at a variety
of price points, the Company attracts a wide range of buyers, many of whom were
existing M/I homeowners. The Company supports its homebuilding operations by
providing mortgage financing services through M/I Financial Corp., a wholly
owned subsidiary of the Company, and also provides title-related services
through joint ventures.
The Company's business strategy emphasizes the following key objectives:
FOCUS ON PROFITABILITY. The Company focuses on improving profitability
while maintaining the high quality both of its homes and its customer service.
The Company focuses on gross margins by stressing the features, benefits,
quality and design of its homes in the sale process and by minimizing
speculative building. The Company also value engineers its homes by working with
its subcontractors and suppliers to provide attractive home features while
minimizing raw material and construction costs.
MAINTAIN CONSERVATIVE AND SELECTIVE LAND POLICIES. The Company's
profitability is largely dependent on the quality of its subdivision locations;
therefore, the Company focuses on locating and controlling land in the most
desirable areas of its markets. The Company is conservative in its land
acquisition policies and only purchases land already zoned and serviceable by
utilities. The Company seeks to control a three- to five-year supply of land in
each of its markets.
MAINTAIN OR INCREASE MARKET POSITION IN CURRENT MARKETS. The Company has
been the leading builder of single-family detached homes in the Columbus market
for many years. The Company seeks to maintain its leading position by continuing
to provide high quality homes and superior customer service. The Company
believes there are significant opportunities to profitably expand in most of its
other markets by increasing its product offerings, continuing to acquire land in
desirable locations and constructing and selling homes with the same commitment
to customer service that has accounted for the Company's historical success. In
addition, the Company continues to explore expanding into new markets through
either internal growth (such as the expansion into Phoenix, Arizona late in
1996) or acquisitions.
PROVIDE SUPERIOR CUSTOMER SERVICE. The overriding Company philosophy is to
provide superior service to its homeowners. The Company offers a wide array of
functional and innovative designs and involves the homeowner in virtually every
phase of its operations from the selling process through construction, closing
and service after delivery. The Company's selling process focuses on the
credibility of the Company and upon each of the homes' features, benefits,
quality and design as opposed to merely price and square footage. In certain
markets, the Company utilizes design centers to enhance the selling process and
increase the sale of optional features which typically carry higher margins. In
addition, the Company assists many of its customers with financing and provides
attractive warranties.
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OFFER PRODUCT BREADTH AND INNOVATIVE DESIGN. The Company devotes
significant resources to the research and design of its homes to better meet the
needs of its customers. The Company offers a number of distinct product lines
and more than 300 different floor plans and elevations. In addition to providing
customers with a wide variety of choices, the Company believes it offers a
higher level of design and construction quality within a given price range. In
addition, the Company has introduced and utilized innovative design concepts,
such as themed communities, rear garages and rear alley access.
MAINTAIN DECENTRALIZED OPERATIONS WITH EXPERIENCED MANAGEMENT. The Company
believes that each of its markets has unique characteristics and, therefore, is
managed locally with dedicated, on-site management personnel. Each of the
Company's managers possesses intimate knowledge of his or her particular market
and is encouraged to be entrepreneurial in order to best meet the needs of such
market. The Company's incentive compensation structure rewards each manager
based on financial performance, income growth and customer satisfaction.
The Company is incorporated under the laws of the State of Ohio and
maintains its executive offices at 3 Easton Oval, Suite 500, Columbus, Ohio
43219. Its telephone number is (614) 418-8000.
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, the net
proceeds from the sale of shares of Common Stock will be used by the Company to
reduce indebtedness under its existing revolving credit facility for
homebuilding operations (the "Bank Credit Facility") and for general corporate
purposes.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 38,000,000 shares of
common stock, par value $.01 per share (the "Common Stock") and 2,000,000 shares
of preferred stock, par value $.01 per share (the "Preferred Stock"). There are
no shares of Preferred Stock issued and outstanding.
The following summary description does not purport to be complete and is
qualified in its entirety by reference to the Amended and Restated Articles of
Incorporation (the "Articles") and Regulations (the "Regulations") of the
Company, which are incorporated herein by reference. At the Company's 1998
Annual Meeting, which is scheduled to be held on April 28, 1998, the Company's
shareholders will consider a proposal to amend and restate the Regulations (the
"Amended Regulations"). Except as otherwise indicated, the following summary
description assumes that the Company's shareholders will adopt the Amended
Regulations, which are incorporated herein by reference.
COMMON STOCK
Each holder of Common Stock is entitled to one vote per share on all matters
to be voted upon by shareholders generally, including the election of directors.
Holders of Common Stock have no cumulative voting rights and no preemptive
rights to purchase or subscribe for any Common Stock or other securities, and
there are no conversion rights or redemption or sinking fund provisions with
respect to the Common Stock. The holders of Common Stock are not subject to
further calls or assessments by the Company. Subject to the rights of the
holders of any shares of Preferred Stock which may be outstanding, and subject
to the applicable debt instruments of the Company, each holder of Common Stock
on the applicable record date is entitled to receive dividends, pro rata
according to the number of shares of Common Stock held, when and if declared by
the Board of Directors out of legally available funds therefor, and, in the
event of liquidation, to share pro rata in any distribution of the Company's
assets after payment or provision for payment of liabilities and the liquidation
preference of any shares of Preferred Stock which may be outstanding. The
outstanding shares of Common Stock are, and the shares of Common Stock offered
hereby will be when issued, fully paid and nonassessable.
PREFERRED STOCK
The Board of Directors is authorized, without further shareholder action, to
divide any or all shares of the authorized Preferred Stock into series and to
fix and determine the designations, preferences and
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relative, participating, optional or other special rights and qualifications,
limitations or restrictions thereon, of any series so established, including
dividend rights, liquidation preferences, redemption rights and conversion
rights, and, if permitted under applicable law, voting rights. Any series of
Preferred Stock so issued would have priority over the Common Stock with respect
to dividend or liquidation rights or both.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Equiserve.
CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED CAPITAL STOCK
The authorized but unissued shares of Common Stock and Preferred Stock will
be available for future issuance without shareholder approval. These additional
shares may be utilized for a variety of corporate purposes, including future
public offerings to raise additional capital, corporate acquisitions and
employee benefit plans.
The existence of authorized but unissued and unreserved Common Stock and
Preferred Stock may enable the Board of Directors to issue shares to persons
friendly to current management which could render more difficult or discourage
an attempt to obtain control of the Company by means of a proxy contest, tender
offer, merger, or otherwise, and thereby protect the continuity of the Company's
management.
ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES,
REGULATIONS AND AMENDED REGULATIONS
Certain provisions of the Articles, Regulations and proposed Amended
Regulations of the Company summarized in the following paragraphs may be deemed
to have an anti-takeover effect and may delay, defer or prevent a tender offer
or takeover attempt that a shareholder might consider in its best interest,
including those attempts that might result in a premium over the market price
for the shares held by shareholders.
CLASSIFIED BOARD OF DIRECTORS
The Regulations provide for the Board of Directors to be divided into three
classes of directors serving staggered three-year terms. As a result,
approximately one-third of the Board of Directors will be elected each year. In
addition, the Regulations provide that the number of directors in each class and
the total number of directors of the Company may only be changed by the
affirmative vote of a majority of the directors or the holders of record of at
least 75% of the voting power of the Company. However, under the Ohio General
Corporation Law, shareholders of record of at least a majority of the voting
power of the Company may remove any or all of the directors without assigning
cause and may fill the resulting vacancy or vacancies. The Amended Regulations
provide that directors may be removed only for cause. The effect of the
staggered board, when coupled with the provision in the Amended Regulations
requiring removal for cause and the existing provision of the Regulations
authorizing only the Board to fill vacant directorships, will preclude a
shareholder from removing incumbent directors without cause and simultaneously
gaining control of the Board by filling the vacancies created by such removal
with its own nominees.
LIMITED SHAREHOLDER ACTION BY WRITTEN CONSENT
Section 1701.54 of the Ohio General Corporation Law requires that an action
by written consent of the shareholders in lieu of a meeting be unanimous, except
that, pursuant to Section 1701.11, the code of regulations may be amended by an
action by written consent of holders of shares entitling them to exercise
two-thirds of the voting power of the corporation or, if the articles of
incorporation or code of regulations otherwise provide, such greater or lesser
amount, but not less than a majority. This provision may have the effect of
delaying, deferring or preventing a tender offer or takeover attempt that a
shareholder might consider in its best interest.
5
SUPERMAJORITY VOTING PROVISIONS
The Amended Regulations provide that certain provisions of the Amended
Regulations, including provisions relating to the calling and holding of special
meetings, the nomination and removal of directors, the indemnification of
directors, control share acquisitions and supermajority voting may not be
repealed or amended in any respect, and no other provision may be adopted,
amended or repealed which would have the effect of modifying or permitting the
circumvention of such provisions, without the vote of the holders of not less
than 66 2/3% of the total voting power of the Company, whether at a meeting or
in an action by written consent. In addition, the Amended Regulations provide
that the provision regarding a change in the number of directors may not be
repealed or amended in any respect without the vote of the holders of not less
than 75% of the total voting power of the Company, whether at a meeting or in an
action by written consent.
CONTROL SHARE ACQUISITION STATUTE
Section 1701.831 of the Ohio GCL (the "Control Share Acquisition Statute")
requires shareholder approval of any proposed "control share acquisition" of an
Ohio corporation. A "control share acquisition" is the acquisition, directly or
indirectly, by any person (including any individual, partnership, corporation,
limited liability company, society, association or two or more persons who have
a joint or common interest) of shares of a corporation that, when added to all
other shares of the corporation that may be voted, directly or indirectly, by
the acquiring person, would entitle such person to exercise or direct the
exercise of 20% or more (but less than 33 1/3%) of the voting power of the
corporation in the election of directors or 33 1/3% or more (but less than a
majority) of such voting power or a majority or more of such voting power. Under
the Control Share Acquisition Statute, the control share acquisition must be
approved in advance by the holders of a majority of the outstanding voting
shares represented at a meeting at which a quorum is present and by the holders
of a majority of the portion of the outstanding voting shares represented at
such a meeting excluding the voting shares owned by the acquiring shareholder
and certain "interested shares," including shares owned by officers elected or
appointed by the directors of the corporation and by directors of the
corporation who are also associates of the corporation.
The purpose of the Control Share Acquisition Statute is to give shareholders
of Ohio corporations a reasonable opportunity to express their views on a
proposed shift in control, thereby reducing the coercion inherent in an
unfriendly takeover. The provisions of the Control Share Acquisition Statute
grant to the shareholders of the Company the assurance that they will have
adequate time to evaluate the proposal of the acquiring person, that they will
be permitted to vote on the issue of authorizing the acquiring person's purchase
program to go forward in the same manner and with the same proxy information
that would be available to them if a proposed merger of the Company were before
them and, most importantly, that the interests of all shareholders will be taken
into account in connection with such vote and the probability will be increased
that they will be treated equally regarding the price to be offered for their
Common Shares if the implementation of the proposal is approved.
The Control Share Acquisition Statute applies not only to traditional tender
offers but also to open market purchases, privately negotiated transactions and
original issuances by an Ohio corporation, whether friendly or unfriendly. The
procedural requirements of the Control Share Acquisition Statute could render
approval of any control share acquisition difficult in that a majority of the
voting power of the Company must be represented at the meeting and must be voted
in favor of the acquisition. It is recognized that any corporate defense against
persons seeking to acquire control may have the effect of discouraging or
preventing offers which some shareholders might find financially attractive. On
the other hand, the need on the part of the acquiring person to convince the
shareholders of the Company of the value and validity of his offer may cause
such offer to be more financially attractive in order to gain shareholder
approval.
The Company's Articles provide that the provisions of the Control Share
Acquisition Statute shall not apply to the Company. However, the Amended
Regulations contain a provision which provides substantially the same
protections to the Company as the Control Share Acquisition Statute, with one
very
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significant difference: the Amended Regulations provide that a control share
acquisition must be approved in advance by the shareholders only if the Board
has not first pre-approved such control share acquisition (i.e., shareholder
approval is not required if the Board has approved such control share
acquisition). The intent of this provision is to allow negotiated acquisitions,
which would otherwise trigger the shareholder vote requirement of the Control
Share Acquisition Statute, to proceed without the delay and expense associated
with a shareholder meeting. In addition, the control share acquisition
provisions in the Amended Regulations provide the Board with more flexibility in
setting a date for the special meeting of shareholders to consider the proposed
control share acquisition than the Control Share Acquisition Statute. The
Company believes that the time periods set forth in the Control Share
Acquisition Statute are difficult, if not impossible, to comply with in the
context of a likely review of the requisite proxy materials by the Securities
and Exchange Commission.
PLAN OF DISTRIBUTION
The Company may sell shares of Common Stock in the following ways: (i)
through agents; (ii) through underwriters; (iii) through dealers; and (iv)
directly to purchasers.
Offers to purchase shares of Common Stock may be solicited by agents
designated by the Company from time to time. Any such agent, who may be deemed
to be an underwriter as that term is defined in the Securities Act of 1933, as
amended (the "Securities Act"), involved in the offer or sale of shares of
Common Stock in respect of which this Prospectus is delivered will be named, and
any commissions payable by the Company to such agent set forth, in the
Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
If any underwriters are utilized in the sale of shares of Common Stock, the
Company will enter into an underwriting agreement with such underwriters at the
time of sale to them and the names of the underwriters and the terms of the
transaction will be set forth in the Prospectus Supplement, which will be used
by the underwriters to make resales to the public of the shares of Common Stock
in respect of which this Prospectus is delivered.
If a dealer is utilized in the sale of the shares of Common Stock in respect
of which this Prospectus is delivered, the Company will sell such shares of
Common Stock to the dealer, as principal, at varying prices, which may be below
the then current market price of the Company's Common Stock. The dealer may then
resell such shares of Common Stock to the public at varying prices to be
determined by such dealer at the time of resale and which may also be below the
then current market price of the Company's Common Stock.
Agents, dealers and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such agents, dealers or underwriters may be
required to make in respect thereof. Agents, dealers and underwriters may be
customers of, engage in transactions with, or perform services for the Company
in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters or dealers to solicit offers by certain purchasers to
purchase shares of Common Stock from the Company at the public offering price
set forth in the Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such
contracts will be subject to only those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement will set forth the commission payable
for solicitation of such offers.
VALIDITY OF THE COMMON STOCK
Certain legal matters relating to the validity of issuance of the Common
Stock will be passed upon for the Company by Vorys, Sater, Seymour and Pease
LLP, Columbus, Ohio.
7
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1997, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices located at Citicorp Center, 500 West Madison, 14th
Floor, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New
York, New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Commission also maintains a World Wide Web site
on the Internet at http://www.sec.gov that contains reports and other
information regarding registrants that file electronically with the Commission.
Such material should also be available at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Company has filed a registration statement on Form S-3 (together with
all amendments and exhibits thereto, the "Registration Statement") under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement and the exhibits
filed as part thereof. Statements contained herein are qualified in their
entirety by reference to the Registration Statement and such exhibits.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997, and pages 2 through 14 ("Election of Directors" through "Certain
Transactions"), pages 18 through 20 ("Executive Compensation") and Appendix I
("Amended and Restated Regulations of M/I Schottenstein Homes, Inc.") contained
in the Company's Proxy Statement dated March 20, 1998 relating to the 1998
Annual Meeting of Shareholders are incorporated herein by reference. All
documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of shares of Common Stock shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing such documents.
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as modified or superseded, to constitute
a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the request of any such person, a copy of all
of the documents which are incorporated herein by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference into such documents). Requests should be directed to M/I Schottenstein
Homes, Inc., 3 Easton Oval, Suite 500, Columbus, Ohio 43219, Attention: Investor
Relations, telephone number (614) 418-8000.
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER,
DEALER OR AGENT. NEITHER THE DELIVERY OF THIS PROSPECTUS OR THE ACCOMPANYING
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE OF THIS PROSPECTUS. NEITHER THIS PROSPECTUS NOR THE
ACCOMPANYING PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE DEBT SECURITIES IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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PROSPECTUS
The Company............................................................... 3
Use of Proceeds........................................................... 4
Description of Capital Stock.............................................. 4
Plan of Distribution...................................................... 7
Legal Matters............................................................. 8
Experts................................................................... 8
Available Information..................................................... 8
Incorporation by Reference................................................ 8
1,200,000 SHARES
M/I SCHOTTENSTEIN
HOMES, INC.
COMMON STOCK
[M/I LOGO]
---------------------
PROSPECTUS
, 1998
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated (except for the Securities and
Exchange Commission registration fees) fees and expenses payable by the Company
in connection with the sale and distribution of the securities registered hereby
other than underwriting discounts and commissions:
Securities and Exchange Commission registration fee............... $ 9,027
Printing and engraving costs...................................... 25,000
Legal fees and expenses........................................... 25,000
Accountants' fees and expenses.................................... 20,000
Blue sky qualification fees and expenses.......................... 10,000
Transfer agent fees............................................... 1,000
Miscellaneous..................................................... 9,973
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Total......................................................... $ 100,000
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---------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article EIGHTH of the Company's Amended and Restated Articles of
Incorporation provides that:
The provisions of Section 1701.13(E)(5)(a) of the Ohio Revised Code or any
statute of like tenor or effect which is hereafter enacted shall not apply
to the corporation. The corporation shall, to the fullest extent not
prohibited by any provision of applicable law other than Section
1701.13(E)(5)(a) of the Ohio Revised Code or any statute of like tenor or
effect which is hereafter enacted, indemnify each director and officer
against any and all costs and expenses (including attorney fees,
judgments, fines, penalties, amounts paid in settlement, and other
disbursements) actually and reasonably incurred or imposed upon such
person in connection with any action, suit, investigation or proceeding
(or any claim or matter therein), whether civil, criminal, administrative
or otherwise in nature, including any settlements thereof or any appeals
therein, with respect to which such person is named or otherwise becomes
or is threatened to be made a party by reason of being or at any time
having been a director or officer of the corporation, or by any reason of
being or at any time having been, while such a director or officer, an
employee or other agent of the corporation or, at the direction or request
of the corporation, a director, trustee, officer, administrator, manager,
employee, adviser or other agent of or fiduciary for any other
corporation, partnership, trust, venture or other entity or enterprise
including any employee benefit plan.
The corporation shall indemnify any other person to the extent such person
shall be entitled to indemnification under Ohio law by reason of being
successful on the merits or otherwise in defense of an action to which
such person is named a party by reason of being an employee or other agent
of the corporation, and the corporation may further indemnify any such
person if it is determined on a case by case basis by the Board of
Directors that indemnification is proper in the specific case.
Notwithstanding anything to the contrary in these Articles of
Incorporation, no person shall be indemnified to the extent, if any, it is
determined by the Board of Directors or by written opinion of legal
counsel designated by the Board of Directors for such purpose that
indemnification is contrary to applicable law.
Article VIII of the Company's Regulations further provides:
Directors and officers of the corporation shall be indemnified against
all expenses, judgments, settlements, fines and penalties actually and
reasonably incurred in connection with any actual or threatened civil,
criminal, administrative or investigative action, suit or proceeding
(whether brought by or in the name of the corporation or otherwise)
arising out of their service to the
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corporation or to another organization at the request of the
corporation, provided the Director or officer acted in good faith and in
a manner which the Director of [sic] officer reasonably believed to be
in, and not opposed to, the best interest of the Corporation. Expenses
incurred by a Director or an officer in defending a civil or criminal
action, suit or proceeding shall be paid by the corporation in advance
of the final disposition of such suit, action or proceeding upon receipt
by the corporation of an undertaking by or on behalf of such Director or
officer to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the corporation as authorized in
this Section. The corporation may purchase and maintain insurance to
protect itself and any such Director or officer against any liability
asserted against him and incurred by him in respect of such service
whether or not the corporation would have the power to indemnify him
against such liability by law or under the provisions of this Section
and the proper officer of the corporation, without further authorization
by the Board of Directors, may in their discretion purchase and maintain
insurance on behalf of any person who is or was a Director, officer,
employee or agent of the corporation, or is or was serving at the
request of another corporation, partnership, joint venture, trust or
other enterprise, against any liability. The provisions of this Section
shall be applicable to actions, suits or proceedings commenced after the
adoption hereof, and shall also apply to Directors or officers who have
ceased to render such service to the corporation, and shall inure to the
benefit of the heirs, executors and administrators of the Directors and
officers referred to in this Section. Each person (including a director
or officer of any other corporation) who, at the request of the
corporation, acts as a director or officer of any other corporation in
which the corporation owns shares or of which it is a creditor, may, by
action of the Board of Directors, be indemnified by the corporation to
the same extent that Directors and officers of the corporation are
indemnified by this Section.
Article VIII of the Company's Amended Regulations, which the Company expects
to be adopted at the Company's 1998 Annual Meeting of Shareholders, scheduled
for April 28, 1998, provides:
(a) MANDATORY INDEMNIFICATION. The corporation shall indemnify any
officer or director of the corporation who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, any action threatened or
instituted by or in the right of the corporation), by reason of the fact
that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, member, manager or agent of another
corporation (domestic or foreign, nonprofit or for profit), limited
liability company, partnership, joint venture, trust or other enterprise,
against expenses (including, without limitation, attorneys' fees, filing
fees, court reporters' fees and transcript costs), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation. A person claiming indemnification
under this section shall be presumed, in respect of any act or omission
giving rise to such claim for indemnification, to have acted in good
faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and 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, rebut
such presumption. Any indemnification under this section, unless ordered
by a court, shall be made by the corporation only upon a determination
that the director or officer has met the applicable standard of conduct
and such determination shall be made by (i) a majority vote of a quorum
consisting of directors of the corporation who were and are not parties
to, or threatened with, any such action, suit or proceeding, (ii) if such
a quorum is not obtainable or if a majority of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel
other than an attorney, or a firm having associated with it an attorney,
who has been retained by or who has performed services for or any person
to be indemnified, within the past five years, or (iii) by the
shareholders.
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(b) INDEMNIFICATION AND ADVANCES FOR EXPENSES. Anything contained
in the Regulations or elsewhere to the contrary notwithstanding, to the
extent that an officer or director of the corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding,
he shall be promptly indemnified by the corporation against expenses
(including, without limitation, attorneys' fees, filing fees, court
reporters' fees and transcript costs) actually and reasonably incurred by
him in connection therewith. Expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript costs)
incurred in defending any action, suit or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding to or on behalf of the officer or director promptly as such
expenses are incurred by him if: (i) in respect of any claim, except one
in which the only liability asserted against a director is pursuant to
Section 1701.95 of the Ohio Revised Code, the corporation receives an
undertaking by or on behalf of the director, in which he agrees to repay
all such amounts if it is proved by clear and convincing evidence in a
court of competent jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation and agrees to cooperate reasonably with
the corporation concerning the action, suit, or proceeding; or (ii) the
corporation receives an undertaking by or on behalf of the director or
officer in which he agrees to repay all such amounts if it ultimately is
determined that he is not entitled to be indemnified by the corporation
under section (a) of this Article VIII.
(c) ARTICLE VIII NOT EXCLUSIVE. The indemnification provided by
this Article VIII shall not be exclusive of, and shall be in addition to,
any other rights to which any person seeking indemnification may be
entitled under any agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be an officer or director of
the corporation and shall inure to the benefit of the heirs, executors,
and administrators of such a person.
(d) INSURANCE. The corporation may purchase and maintain insurance
or furnish similar protection, including but not limited to trust funds,
letters of credit, or self-insurance, on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, trustee,
officer, employee, member, manager or agent of another corporation
(domestic or foreign, nonprofit or for profit), limited liability
company, partnership, joint venture, trust or other enterprise, against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the obligation or the power to indemnify him
against such liability under the provisions of this Article VIII.
In addition, the Company has purchased insurance coverage under policies
issued by the Federal Insurance Company (Chubb, Royal) which insure directors
and officers against certain liabilities which might be incurred by them in such
capacity.
ITEM 16. EXHIBITS
5.1 Opinion of Vorys, Sater, Seymour and Pease LLP as to the validity of the
Common Stock being offered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Vorys, Sater, Seymour and Pease (included in Exhibit 5.1)
24.1 Powers of Attorney (included on signature pages)
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement;
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(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1993;
(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;
(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 the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) of this section do not apply if 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 Securities Exchange Act of 1934 that are incorporated by
reference 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 registrant hereby undertakes that, for 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 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 that 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 or persons controlling the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been informed 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.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933 the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
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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 the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Ohio, on April 27,30, 1998.
M/I SCHOTTENSTEIN HOMES, INC.
By: /s/ ROBERT H. SCHOTTENSTEINSCHOTTENSTEIN*
-----------------------------------------
Robert H. Schottenstein
PRESIDENT
POWER OF ATTORNEY
We, the undersigned directors and officers of M/I Schottenstein Homes, Inc.
(the "Company") and each of us, do hereby constitute and appoint Irving E.
Schottenstein, Paul S. Coppel and Kerrii B. Anderson, or any of them, the
Company's true and lawful attorneys and agents, each with power of substitution,
to do any and all acts and things in our and on our behalf in our capacities as
directors and officers and to execute any and all instruments for us and in our
names in the capacities indicated below, which said attorneys or agents, or any
of them, may deem necessary or advisable to enable the Company to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
filing of this Registration Statement on Form S-3 in connection with the public
offering from time to time of the Common Stock of the Company, including
specifically but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) to such Registration Statement; and we do
hereby ratify and confirm all that the said attorneys and agents, or their
substitute or substitutes, or either of them, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman of the Board and
/s/ IRVING E. SCHOTTENSTEINSCHOTTENSTEIN* Chief Executive Officer
- ------------------------------ (Principal Executive 4/27/30/98
Irving E. Schottenstein Officer)
/s/ FRIEDRICH K. M. BOHMBOHM*
- ------------------------------ Director 4/27/30/98
Friedrich K. M. Bohm
/s/ ROBERT H. SCHOTTENSTEINSCHOTTENSTEIN*
- ------------------------------ Director 4/27/30/98
Robert H. Schottenstein
/s/ LEWIS R. SMOOT, SR.*
- ------------------------------ Director 4/27/30/98
Lewis R. Smoot, Sr.
Senior Vice President and
/s/ KERRII B. ANDERSON Chief Financial
- ------------------------------ Officer(Principal 4/30/98
Kerrii B. Anderson Financial and Accounting
Officer); Director
/s/ JEFFREY H. MIRO*
- ------------------------------ Director 4/30/98
Jeffrey H. Miro
/s/ STEVEN SCHOTTENSTEIN*
- ------------------------------ Director 4/30/98
Steven Schottenstein
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NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
Senior Vice President and/s/ NORMAN L. TRAEGER*
- ------------------------------ Director 4/30/98
Norman L. Traeger
*By: /s/ KERRII B. ANDERSON
Chief Financial
- ------------------------------ Officer(Principal 4/27/98--------------------------
Kerrii B. Anderson
Financial and Accounting
Officer); Director
/s/ JEFFREY H. MIRO
- ------------------------------ Director 4/27/98
Jeffrey H. Miro
/s/ STEVEN SCHOTTENSTEIN
- ------------------------------ Director 4/27/98
Steven Schottenstein
/s/ NORMAN L. TRAEGER
- ------------------------------ Director 4/27/98
Norman L. TraegerAttorney-in-Fact
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INDEX OF EXHIBITS
EXH. NO. NAME OF EXHIBIT PAGE NO.
- ----------- --------------------------------------------------------------------------------------------- -------------
5.15.1* Opinion of Vorys, Sater, Seymour and Pease LLP as to the validity of the Common Stock
23.123.1* Consent of Deloitte & Touche LLP
23.223.2* Consent of Vorys, Sater, Seymour and Pease (included in Exhibit 5.1)
24.124.1* Powers of Attorney (included on signature pages)
- ------------------------
* Previously filed.
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