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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Sunburst Hospitality Corporation
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(Exact name of registrant as specified in its charter)
Delaware 52-1985619
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
10770 Columbia Pike, Silver Spring, Maryland 20901
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Preferred Stock New York Stock Exchange, Inc.
Purchase Rights
(title of each class (name of each exchange on which
to be so registered) each class is to be registered)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: N/A (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Registrant's Securities to Be Registered
The "Description of Registrant's Securities to be Registered" in Form 8-
A, filed March 11, 1998, is hereby incorporated by reference.
Pursuant to action by the Board of Directors of the Registrant and as
permitted by section 27 of the Rights Agreement between the Registrant and
ChaseMellon Shareholder Services, L.L.C., dated as of February 23, 1998, the
Registrant has amended the Rights Agreement to clarify that the definition of
"Bainum Stockholder" includes the Continuing Stockholders, as defined in a
Recapitalization Agreement, dated as of September 20, 2000. The Rights Agreement
has also been amended to appoint American Stock Transfer & Trust Company, the
Registrant's transfer agent and registrar, as the rights agent and to change the
required combined capital and surplus of the rights agent from $25 million to
$10 million.
Item 2. Exhibits
4.1. Rights Agreement, dated as of February 23, 1998, between Sunburst
Hospitality Corporation and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (incorporated by reference to Exhibit 1 in Form 8-A, filed
March 11, 1998).
4.2. Amendment No. 1 to the Rights Agreement, dated as of September 20, 2000.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SUNBURST HOSPITALITY CORPORATION
Date: November 6, 2000
/s/ Donald J. Landry
By: ____________________________
Name: Donald J. Landry
Title:Co-Chief Executive Officer,
President and Vice Chairman
EXHIBIT INDEX
Number Description
4.1. Rights Agreement, dated as of February 23, 1998, between Sunburst
Hospitality Corporation and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (incorporated by reference to Exhibit 1 to the original
Form 8-A, filed March 11, 1998).
4.2. Amendment No. 1 to the Rights Agreement, dated as of September 20, 2000.
