<PAGE>
As filed with the Securities and Exchange Commission on May 21, 1999.
Registration No. 333-
-----------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------------
RESORTQUEST INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 62-1750352
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
530 OAK COURT DRIVE, SUITE 360
MEMPHIS, TENNESSEE 38117
(901) 762-0600
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
RESORTQUEST SAVINGS AND RETIREMENT PLAN
(Full Title of Plan)
------------------------------
DAVID C. SULLIVAN, CHIEF EXECUTIVE OFFICER
RESORTQUEST INTERNATIONAL, INC.
530 OAK COURT DRIVE, SUITE 360
MEMPHIS, TENNESSEE 38117
(901) 762-0600
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
------------------------------
Copies to:
Bruce S. Mendelsohn, Esq.
Paul A. Belvin, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1333 New Hampshire Avenue, NW
Suite 400
Washington, DC 20036
(202) 887-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
AMOUNT TO MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE BE AGGREGATE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(2)(3)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 400,000 $14.625 $5,850,000 $1,725.75
- --------------------------------------------------------------------------------------------
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</TABLE>
(1) This registration statement covers shares of common stock of ResortQuest
International, Inc. that may be offered or sold pursuant to the ResortQuest
Savings and Retirement Plan (the "Plan"). Pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Plan. This registration statement also relates to an indeterminate number
of shares of common stock that may be issued upon stock splits, stock
dividends or similar transactions in accordance with Rule 416 under the
Securities Act.
(2) Calculated in accordance with Rule 457(h) under the Securities Act, based
upon the average of the high and low prices for the common stock on May 20,
1999.
(3) Pursuant to Rule 457(h)(2), no additional filing fee is required with
respect to the interests in the Plan registered hereunder.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act of 1933 and the Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, including any amendments thereto, which have
been or shall be filed by ResortQuest International, Inc. with the Securities
and Exchange Commission are incorporated herein by reference and shall be deemed
to be a part hereof from the date of filing such documents.
(a) ResortQuest's annual report on Form 10-K for the fiscal year ended
December 31, 1998, pursuant to Section 13 of the Securities
Exchange Act of 1934 (File No. 001-14115);
(b) ResortQuest's definitive proxy statement, pursuant to Section
14(a) of the Securities Exchange Act of 1934 (File No. 001-14115);
(c) The description of our common stock set forth in the
registration statement on Form S-1, as amended (File
No. 333-4787) and incorporated by reference into the
registration statement on Form 8-A under the Exchange
Act filed on May 12, 1998, and the description of the
Preferred Stock Purchase Rights set forth in our Form 8-A
(Amendment No. 1) filed on March 12, 1999;
(d) ResortQuest's quarterly report on Form 10-Q for the three
months ended March 31, 1999, pursuant to Section 13 of the
Securities Exchange Act of 1934 (File No. 01-14115); and
(e) ResortQuest's report on Form 8-K filed May 21, 1999 and
the financial statements in the pages numbered with an "F"
designation in the exhibit to the Form 8-K.
All documents subsequently filed by ResortQuest with the Commission
pursuant to Sections 12, 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this registration statement, but prior to the filing of a
post-effective amendment to this registration statement that indicates that all
securities offered by this registration statement have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement. Each document
incorporated by reference into this registration statement shall be deemed to be
a part of this registration statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this registration statement or by any document that constitutes
part of the prospectus relating to the ResortQuest Savings and Retirement Plan
that meets the requirements of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
ResortQuest's common stock is registered pursuant to Section 12 of the
Exchange Act. Therefore, the description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
<PAGE>
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person 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 (other than an action 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, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), 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, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit 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, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
made to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides (1) that to the extent a director or
officer of a corporation has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; (2) that indemnification provided for
by Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; (3) that indemnification provided for by
Section 145 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs, executors and
administrators; and (4) that the corporation is empowered to purchase and
maintain insurance on behalf of a director or officer of the corporation 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
power to indemnify him against such liabilities under Section 145.
As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware, articles seventh and eighth of our certificate of
incorporation, as amended, provides that none of our directors shall be liable
to us or our stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability: (1) for any breach of the director's duty of
loyalty to ResortQuest or our stockholders; (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of the
law; (3) under Section 174; or (4) for any transaction from which the director
derived an improper personal benefit. We shall, to the fullest extent permitted
by Section 145, as amended from time to time, indemnify all persons whom we may
indemnify pursuant thereto.
In addition, Article VIII of our bylaws further provides that we shall
indemnify our officers, directors and employees to the fullest extent permitted
by law.
We have entered into indemnification agreements with each of our
executive officers and directors which indemnifies such person to the fullest
extent permitted by our amended and restated certificate of incorporation, our
bylaws and Delaware Law. We also have obtained directors and officers liability
insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
<PAGE>
Not Applicable.
ITEM 8. EXHIBITS (1).
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
4.1 - Summary Plan Description for the ResortQuest Savings and Retirement Plan.
10.1 - Section 401(k) Profit Sharing Plan Adoption Agreement (previously filed on March 30, 1999 as an
exhibit to ResortQuest's Annual Report on Form 10-K for the period ended December 31, 1998 (File No.
001-14115) and incorporated herein by reference).
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of Arthur Andersen LLP.
23.3 - Consent of Morrison, Brown, Argiz and Company.
24.1 - Power of Attorney (included on the signature page of this prospectus).
</TABLE>
- -------------------
(1) In lieu of an opinion of counsel concerning compliance with
the requirements of the Employee Retirement Income Security
Act of 1974, as amended, and that the Plan is qualified under
Section 401 of the Internal Revenue Code of 1986, as amended,
the Company hereby undertakes that it will submit the Plan and
any amendments thereto to the Internal Revenue Service (the
"IRS") in a timely manner and it will make all changes as
required by the IRS in order to qualify the Plan.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant 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;
(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 Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
<PAGE>
(2) That, for purposes of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Memphis, State of Tennessee, on May 20, 1999.
RESORTQUEST INTERNATIONAL, INC.
By: /s/Jeffery M. Jarvis
-------------------------------------------
Jeffery M. Jarvis, Senior Vice President
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David C. Sullivan, David L. Levine,
Jeffery M. Jarvis and John K. Lines, and each of them, with full power to act
without the other, such person's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign this
registration statement, any and all amendments thereto (including
post-effective amendments), any subsequent registration statements pursuant
to Rule 462 of the Securities Act of 1933, and any amendments thereto and to
file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing necessary or
desirable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that 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.
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 date indicated.
Signature Capacity Date
--------- -------- ----
<PAGE>
/s/David C. Sullivan Chairman of the Board and May 20, 1999
- ------------------------- Chief Executive Officer,
(David C. Sullivan) (Principal Executive
Officer)
/s/David L. Levine President and Chief
- ------------------------- Operating Officer, May 20, 1999
(David L. Levine) Director
/s/Jeffery M. Jarvis Senior Vice President and May 20, 1999
- ------------------------- Chief Financial Officer
(Jeffery M. Jarvis) (Principal Financial and
Accounting Officer)
/s/William W. Abbott, Jr. Director May 20, 1999
- -------------------------
(William W. Abbott, Jr.)
/s/Elan J. Blutinger Director May 20, 1999
- -------------------------
(Elan J. Blutinger)
- ------------------------- Director May ___, 1999
(D. Fraser Bullock)
- ------------------------- Director May ___, 1999
(Joshua M. Freeman)
/s/Heidi O'Leary Houston Director May 20, 1999
- -------------------------
(Heidi O'Leary Houston)
/s/Michael D. Rose Director May 20, 1999
- -------------------------
(Michael D. Rose)
/s/Andre S. Tatibouet Director May 20, 1999
- -------------------------
(Andre S. Tatibouet)
/S/Joseph V. Vittoria Director May 20, 1999
- -------------------------
(Joseph V. Vittoria)
/s/Theodore L. Weise Director May 20, 1999
- -------------------------
(Theodore L. Weise)
<PAGE>
Exhibit 4.1
SUMMARY PLAN DESCRIPTION
FOR THE
RESORTQUEST SAVINGS & RETIREMENT PLAN
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
(1) General.........................................................................................1
(2) Identification of Plan..........................................................................1
(3) Type of Plan....................................................................................1
(4) Plan Administrator..............................................................................1
(5) Trustee/Trust Fund..............................................................................2
(6) Hours of Service................................................................................2
(7) Eligibility to Participate......................................................................3
(8) Employer's Contributions........................................................................4
(9) Employee Contributions..........................................................................5
(10) Vesting in Employer Contributions...............................................................5
(11) Payments of Benefits After Termination of Employment............................................6
(12) Payment of Benefits Prior to Termination of Employment..........................................8
(13) Disability Benefits.............................................................................9
(14) Payment of Benefits Upon Death..................................................................9
(15) Disqualification of Participant Status - Loss or Denial of Benefits............................10
(16) Claims Procedure...............................................................................11
(17) Retired Participant, Separated Participant with Vested Benefit, Beneficiary Receiving Benefits.11
(18) Participant's Rights under ERISA...............................................................11
(19) Federal Income Taxation of Benefits Paid.......................................................12
(20) Participant Loans..............................................................................13
<PAGE>
(21) Participant Direction of Investment............................................................13
</TABLE>
<PAGE>
SUMMARY PLAN DESCRIPTION
(1) GENERAL. The legal name, address and Federal employer identification
number of the Employer is -
ResortQuest International, Inc. 62-1750352
530 Oak Court Drive, Ste. 360
Memphis,TN 38117
The Employer has established a retirement plan ("Plan") to supplement your
income upon retirement. In addition to retirement benefits, the Plan may provide
benefits in the event of your death or disability or in the event of your
termination of employment prior to normal retirement. A complete list of
employers sponsoring the plan may be obtained by the participants and
Beneficiaries upon written request to the Plan Administrator. If after reading
the summary you have any questions, please ask the Plan Administrator. We
emphasize this summary plan description is a highlight of the more important
provisions of the Plan. If there is conflict between a statement in this summary
plan description and in the Plan, the terms of the Plan control.
(2) IDENTIFICATION OF PLAN. The Plan is known as -
ResortQuest Savings and Retirement Plan
The Employer has assigned 001 as the Plan identification number. The plan year
is the period on which the Plan maintains its records: January 1st through
December 31st.
(3) TYPE OF PLAN. The Plan is commonly known as a 401(k) Profit Sharing Plan.
Section (8), "Employer's Contributions," explains how you share in the
Employer's annual contributions to the trust fund and the extent to which the
Employer has an obligation to make annual contributions to the trust fund.
Under this Plan, there is no fixed dollar amount of retirement benefits. Your
actual retirement benefit will depend on the amount of your account balance at
the time of retirement. Your account balance will reflect the annual
allocations, the period of time you participate in the Plan and the success of
the Plan in investing and re-investing the assets of the trust fund. A
governmental agency known as the Pension Benefit Guaranty Corporation (PBGC)
insures the benefits payable under plans which provide for fixed and
determinable retirement benefits. This Plan does not provide a fixed and
determinable retirement benefit. Therefore, the PBGC does not include this Plan
within its insurance program.
(4) PLAN ADMINISTRATOR. The Employer is the Plan Administrator. The Employer's
telephone number is 901-762-4074. The Employer has designated Mark Aldy to
assist the Employer with the duties of Plan Administrator. You may contact Mark
Aldy at the Employer's address. The Plan Administrator is responsible for
providing you and other participants information regarding
<PAGE>
your rights and benefits under the Plan. The Plan Administrator also has the
primary authority for filing the various reports, forms and returns with the
Department of Labor and the Internal Revenue Service.
The name of the person designated as agent the service of legal process and the
address where a processor may serve legal process upon the Plan are -
Mark Aldy
ResortQuest International, Inc.
530 Oak Court Drive, Ste. 360
Memphis, TN 38117
A legal processor also may serve the Trustee of the Plan or the Plan
Administrator.
The Plan permits the Employer to appoint an Advisory Committee to assist in the
administration of the Plan. The Advisory Committee has the responsibility for
making all discretionary determinations under the Plan and for giving
distribution directions to the Trustee. If the Employer does not appoint an
Advisory Committee, the Plan Administrator assumes these responsibilities. The
members of the Advisory Committee may change from time to time. You may obtain
the names of the current members of the Advisory Committee from the Plan
Administrator.
(5) TRUSTEE/TRUST FUND. The Employer has appointed -
Union Planters Bank, N.A.
6200 Poplar Avenue
Memphis,TN 38119
to hold the office of Trustee. The Trustee will hold all amounts the Employer
contributes to it in a trust fund. Upon the direction of the Advisory Committee,
the Trustee will make all distribution and benefit payments from the trust fund
to participants and beneficiaries. The Trustee will maintain trust fund records
on a plan year basis.
(6) HOURS OF SERVICE. The Plan and this summary plan description include
references to hours of service. To become eligible to participate in the Plan,
to advance on the vesting schedule or to share in the allocation of Employer
contributions for a plan year, the Plan requires you to complete a minimum
number of hours of service during a specified period. The sections covering
eligibility to participate, vesting and employer contributions explain this
aspect of the Plan in the context of those topics. However, hour of service has
the same meaning for all purposes of the Plan.
The Department of Labor, in its regulations, has prescribed various methods
under which the Employer may credit hours of service. The Employer has selected
the "actual" method for crediting hours of service. Under the actual method, you
will receive credit for each hour for
<PAGE>
which the Employer pays you, directly or indirectly, or for which you are
entitled to payment for the performance of your employment duties. You also will
receive credit for certain hours during which you do not work if the Employer
pays you for those hours, such as paid vacation. If an employee's absence from
employment is due to maternity or paternity leave, the employee will receive
credit for unpaid hours of service related to his leave, not to exceed 501
hours. The Advisory Committee will credit these hours of service to the first
period during which the employee otherwise would incur a l-year break in service
as a result of the unpaid absence.
The Employer is a member of a related group of business organizations. The law
treats all members of this related group as a single employer for purposes of
crediting hours of service. If you work (other hours) for more than one member
of the related group, you will receive hours of service credit under this Plan
to the same extent as if you had worked the other hours for the Employer.
(7) ELIGIBILITY TO PARTICIPATE. To become a participant, an employee must
complete one year of service and attain age 21. You do not have to complete any
form for entry into the Plan. You will become a participant on the January 1 and
July l following your completion of the age and service requirement.
The Plan defines "year of service" as a 12-month eligibility service period in
which you work at least l,000 hours for the Employer. The first eligibility
service period starts on your first day of employment with the Employer. For
example, if you begin work on February 15 and work 1,000 hours from that
February 15 through the following February 14, you would enter the Plan on the
July l following the completion of the one year of service. After the first
12-month eligibility service period, the Plan will measure your eligibility
service period on a plan year basis. In the prior example, on a plan year basis,
the second 12-month period would begin with the first plan year starting after
your February 15 employment date and other 12-month periods would be the
following plan years. The Plan will need to measure more than one 12-month
period, for example, if you do not complete a year of service in the first
12-month period.
The example in the prior paragraph assumes you are at least age 21 when you
complete the service requirement. If you have not attained age 21 when you
complete the service requirement, then you will become a participant in the Plan
on the January 1 and July l following your attainment of age 21.
If you terminate employment after becoming a participant in the Plan and later
return to employment, you will re-enter the plan on your re-employment date.
Also, if you terminate employment after satisfying the Plan's eligibility
conditions but before actually becoming a participant in the Plan, you will
become a participant in the Plan on the later of your scheduled entry date or
your re-employment date.
An employee who is a Collective Bargaining employee and Non-resident aliens who
do not receive any income from the employer which constitutes United States
source income not eligible to participate in the Plan. Also, any employees
employed at any of the following properties: Emma Kwock Chun Corp. d/b/a Aston
at the Waikiki Circle and Kikiaola Land Co.,
<PAGE>
d/b/a Waimea Plantation Cottages are not eligible to participant in the plan. If
by reason of an exclusion, you should become ineligible to participate in the
Plan, you may not receive an allocation of the Employer's contribution during
the period of your exclusion, but during this period your account balance will
continue to share in trust fund earnings or losses.
(8) EMPLOYER'S CONTRIBUTIONS.
401(K) ARRANGEMENT. The Plan includes a "401(k) arrangement," under which you
may elect to have the Employer contribute a portion of your compensation to the
Plan. The contributions the Employer makes under your election are "elective
deferrals" The Advisory Committee will allocate your elective deferrals to a
separate account designed by the Plan as your Deferral Contributions Account.
As a participant in the Plan, you may enter into a salary reduction agreement
with the Employer. The Advisory Committee will give you a salary reduction
agreement form which will explain your salary reduction options. The Employer
will withhold from your pay the amount you have agreed to have the Employer
contribute to the Plan as elective deferrals.
For any calendar year, your elective deferrals may not exceed a specific dollar
amount determined by the Internal Revenue Service. If your elective deferrals
for a particular calendar year exceed the dollar limitation in effect for that
calendar year, the Plan will refund the excess amount, plus any earnings (or
loss) allocated to that excess amount. If you participate in another "401(k)
arrangement" or in similar arrangements under which you elect to have an
employer contribute on your behalf, your total elective deferrals may not exceed
the dollar limitation in effect for that calendar year. The Form W-2 you receive
from each employer for the calendar year will report the amount of your elective
deferrals for that calendar year under that employer's plan. If your total
elective deferrals exceed the dollar limitation in effect for that calendar year
you should decide which plan you wish to designate as the plan with the excess
amount. If you designate this Plan as holding the excess amount for a calendar
year, you must notify the Advisory Committee of that designation by March 1 of
the following calendar year. The Trustee then will distribute the excess amount
to you, plus earnings (or loss) allocated to that excess amount.
MATCHING CONTRIBUTIONS. For each plan year, the Employer will contribute to the
Plan an amount of matching contributions determined by the Employer at its
discretion. The Employer may choose not to make matching contributions for a
particular plan year. The Advisory Committee will allocate the matching
contributions on the basis of the participants' "eligible contributions." A
participant's "eligible contributions" equal the amount of the participant's
elective deferrals for the plan year which does not exceed 6% of compensation.
The Employer will determine the amount of matching contributions when deposited.
As of each allocation date during the plan year, the Advisory Committee will
allocate to your account your share of the matching contributions made for that
allocation period. Any limitations on eligible contributions or on matching
contributions apply separately for each allocation period.
<PAGE>
ALLOCATION OF FORFEITURES. The Plan treats a forfeiture as a reduction of the
Employer contributions otherwise made for the plan year in which the forfeiture
occurs.
COMPENSATION. The Plan defines compensation as the employee's total amount of
earnings reportable as W-2 earnings for Federal income tax withholding purposes,
except bonuses. With limited exceptions, the Plan includes an employee's
compensation only for the part of the plan year in which he actually is a
participant.
CONDITIONS FOR ALLOCATION. To be entitled to an allocation of Employer Matching
contributions, you must be making elective deferrals during the plan year.
The contribution allocations described in this Section (8) may vary for certain
employees if the Plan is top heavy. Generally, the plan is top heavy if more
than 60% of the Plan's assets are allocated to the accounts of key employees
(certain owners and officers). If the Plan is top heavy, any participant who is
not a key employee and who is employed on the last day of the plan year, may not
receive a contribution allocation which is less than a certain minimum. Usually
that minimum is 3%, but if the contribution allocation for the plan year less
than 3% for all the key employees, the top heavy minimum is the smaller
allocation rate. If you are a participant in the Plan, your allocation described
in this Section (8) in most cases will be equal to or greater than the top heavy
minimum contribution allocation. The Plan also may vary the definition of the
top heavy minimum contribution allocation to take into account another plan
maintained by the Employer.
The law limits the amount of "additions" (other than trust earnings) which the
Plan may allocate to your account under the Plan. Your additions may never
exceed 25% of your compensation for a particular plan year, but may be less if
25% of your compensation exceeds a dollar amount announced by the Internal
Revenue Service each year. The Plan may need to reduce this limitation if you
participate (or have participated) in any other plans maintained by the
Employer. The discussion of Plan allocations in this Section (8) is subject to
this limitation.
(9) EMPLOYEE CONTRIBUTIONS. The Plan does not permit nor require you to make
employee contributions to the trust fund. "Employee contributions" are
contributions made by an employee for which the employee does not receive an
income tax deduction. The only source of contributions under the Plan is the
annual Employer contribution, including the "elective deferrals" made at your
election under the 401(k) arrangement described in Section (8). "Elective
deferrals" are not "employee contributions" for purposes of the Plan.
(10) VESTING IN EMPLOYER CONTRIBUTIONS. Your interest in the contributions the
employer makes to the Plan for your benefit become 100% vested when you attain
normal retirement age (as defined in Section (11)). Prior to normal retirement
age, your interest in the contributions the employer makes on your behalf become
vested in accordance with the following schedule:
Less than l yr. 0%
1 yr. 0%
2 yr. 50%
<PAGE>
3 yr. 100%
YEAR OF SERVICE. To determine your percentage under a vesting schedule, a year
of service means a 12-month vesting service period in which you complete at
least 1,000 hours of service. The Plan measures the vesting service period as
the plan year. If you complete at least 1,000 during a plan year, you will
receive credit for a year of service even though you are not employed by the
Employer on the last day of that plan year.
You will receive credit for years of service with the Employer prior to the time
the Employer established the Plan and for year of service prior to the time you
became a participant in the Plan.
If you are 0% vested in your entire interest in the Plan, the Plan will treat
you as having received a cash-out distribution of $0. This "distribution"
results in a forfeiture of your entire Plan interest. Normally, this forfeiture
occurs on the date you terminate employment with the Employer. However, if you
are entitled to an allocation of Employer contributions for the plan year in
which you terminate employment with the Employ, this forfeiture occurs as of the
first day of the next plan year. If you return to employment before you incur a
forfeiture break in service, the Plan will restore this forfeiture, as if you
repayed a cash-out distribution.
(11) PAYMENT OF BENEFITS AFTER TERMINATION OF EMPLOYMENT. After you terminate
employment with the Employer, the time at which the Plan will commence
distribution to you and the form of that distribution depends on whether your
vested account balance exceeds $5,000. If you receive a distribution from the
Plan before you attain age 59 1/2, the law imposes a 10% penalty on the amount
of the distribution you must include in your gross income, unless you qualify
for an exception from this penalty. You should consult a tax advisor regarding
this. This summary makes references to your normal retirement age. Normal
retirement age under the Plan is 59 1/2.
If your vested account balance does not exceed $5,000, the Plan will distribute
that portion to you, in lump sum, as soon as administratively feasible after you
terminate employment with the Employer. If you already have attained normal
retirement age when you terminate employment, the Plan must make this
distribution no later than the 60th day following the close of the plan year in
which your employment terminates, even if the normal distribution date would
occur later. The Plan does not permit you to receive distribution in any form
other than a lump sum if your vested account balance does not exceed $5,000.
If your vested account balance exceeds $5,000, the Plan will commence
distribution to you at the time you elect to commence distribution. The Plan
permits you to elect distribution as of any distribution date following your
termination of employment with the Employer. A "distribution date" under the
Plan means any distribution date. You may not actually receive distribution on
the distribution date you elect. The Plan provides the Trustee an
administratively reasonable time following a particular distribution date to
make actual distribution to a participant.
No later than 30 days prior to your earliest possible distribution date, the
Advisory Committee will provide you with a notice explaining your right to elect
distribution from the Plan and the
<PAGE>
forms necessary to make your election. If you do not make a distribution
election, the Plan will commence distribution to you on the 60th day following
the close of the plan year in which the latest of three events occurs: (l) your
attainment of normal retirement age; (2) your attainment of age 62; or (3) your
termination of employment with the Employer. To determine whether your vested
account balance exceeds $5,000, the Plan looks to the last valuation of your
account prior to the scheduled distribution date.
With limited exceptions, you may not commence distribution of your vested
account balance later than April 1 of the calendar year following the calendar
year in which you attain age 70 1/2, even if you have not terminated employment
with the Employer. This required distribution date overrides any contrary
distribution date described in this summary. If the Employer terminates the Plan
before you receive complete distribution of your vested benefits, the Plan might
make distribution to you before you otherwise would elect distribution. Upon
Plan termination, if your vested account balance exceeds $5,000, you will
receive an explanation of your distribution rights.
For purposes of making a distribution of any portion of your vested account
balance, the Plan refers to the latest valuation of your account balance. The
Plan requires valuation of the trust fund, and adjustment of participant
accounts, as of any day that the New York Stock Exchange is open for business.
The Advisory Committee also may require a valuation on any other date. You will
not receive any adjustment to your account balance for trust fund earnings after
the latest valuation date. In general, the Plan allocates trust fund earnings,
gains or losses for a valuation period on the basis of each participant's
opening account balance at the beginning of the valuation period, less any
distributions and charges to each participant's account during the valuation
period.
FORMS OF BENEFIT PAYMENT. If your vested account balance exceeds $5,000, the
Plan permits you to elect distribution under any one of the following methods:
(a) Lump sum.
(b) Part lump sum and part installments, as described in (c).
(c) Installment payments (annually, quaterly or monthly) over a specified
period of time, not exceeding your life expectancy or the joint life
expectancy of you and your designated beneficiary.
(d) A joint and survivor annuity.
Under an installment distribution, the Advisory Committee may direct to have the
Plan segregate the amount owed to you in a separate account apart from other
trust fund assets. Your separate account will continue to draw interest during
the period the Plan is making retirement payments to you. If the Plan does not
segregate the amount owed to you in a separate account, your retirement account
will remain a part of the trust fund and continue to share in trust fund
<PAGE>
earnings, gains or losses.
A joint and survivor annuity means you would receive an annuity for your life
and, upon your death, your surviving spouse would receive an annuity for his or
her life in an amount equal to 50% of your life annuity. For example, if, under
the joint and survivor annuity, a participant was receiving (or would have
received) a monthly pension of $400 at the time of his death, the surviving
spouse would receive a monthly pension of $200 upon the participant's death for
the remainder of his or her life. If you are not married at the time benefit
payments commence, the joint and survivor annuity simply is a life annuity,
meaning you receive an annuity for your life and payments end upon your death.
To provide the joint and survivor annuity, the Trustee would use your vested
account balance to purchase that type of annuity contract from an insurance
company. The exact monthly annuity payable to you would depend upon the amount
of the account balance and the insurance company's annuity rates at the time of
the purchase. No later than 30 days prior to your earliest distribution date,
the Advisory Committee will provide you with a written notice explaining the
joint and survivor annuity, your waiver rights and the spousal consent
requirements. The Advisory Committee will provide you with an appropriate form
to elect to receive your benefits in the form of a joint and survivor annuity,
or to elect not to receive your benefits in that form. The form the Advisory
Committee will provide you with will explain the economic effect of taking your
benefits in the form of a joint and survivor annuity. The Plan must make any
distribution described in Sections (11), (12) and (13) in the form of the joint
and survivor annuity if the participant's vested account balance exceeds $3,500,
unless the participant properly elects a different form of payment. If you are
married, your spouse must consent in writing to any election not to take a joint
and survivor annuity form of payment.
The benefit payment rules described in Sections (11) through (14) reflect the
current Plan provisions. If an Employer amends its Plan to change benefit
payment options, some options may continue for those participants or
beneficiaries who have account balances at the time of the change. If an
eliminated option continues to apply to you, the information you receive from
the Advisory Committee at the time you first are eligible for distribution from
the Plan will include an explanation of that option.
(12) PAYMENT OF BENEFITS PRIOR TO TERMINATION OF EMPLOYMENT. If you continue to
work for the Employer after attaining normal retirement age, you have the
continuing election to request the Trustee to distribute all or any portion of
your account balance in the Plan to you. The Advisory Committee will provide you
with a form for this purpose. Other than the withdrawal rights described in this
paragraph and the post-age 70 1/2 distribution requirement described in Section
(11), the Plan does not permit you to receive payment of any portion of your
account balance for any other reason, unless you terminate employment with the
Employer.
DISTRIBUTIONS FROM YOUR REGULAR MATCHING CONTRIBUTIONS ACCOUNT. Prior to your
termination of employment with thc Employer, you may elect to withdraw all or
any portion of your Regular Matching Contributions Account if you have attained
Normal Retirement Age.
<PAGE>
DISTRIBUTIONS FROM YOUR DEFERRAL CONTRIBUTIONS ACCOUNT. Prior to your
termination of employment with the Employer, you may elect to withdraw all or
any portion of your Deferral Contributions Account if: (l) you have attained
Normal Retirement Age. (2) you incur hardship. A hardship distribution is
available only from your Deferral Contributions Account. A hardship distribution
must be on account of any of the following: (1) deductible medical expenses
incurred by the participant, by the participant's spouse, or by any of the
participant's dependents; (2) the purchase (excluding mortgage payments) of a
principal residence for the participant; (3) the payment of post-secondary
education tuition, for the next semester or for the next quarter, for the
participant, for the participant's spouse, or for any of the participants
dependents; or (4) to prevent the eviction of the participant from his principal
residence or the foreclosure on the mortgage of the participant's principal
residence. To qualify for this hardship distribution, the participant may not
make elective deferrals or employee contributions to the Plan for the 12-month
period following the date of his hardship distribution, the participant first
must obtain all other available distributions and all nontaxable loans currently
available under the Plan and all other qualified plans maintained by the
Employer, and a special limitation may apply to the participant's elective
deferral in the following taxable year.
The Advisory Committee will provide you with a withdrawal election form. Other
than the withdrawal rights described in this Section (12) and the post-age 70
1/2 distribution requirement described in Section (11), the Plan does not permit
you to receive payment of any portion of your account balance for any other
reason, unless you terminate employment with the Employer.
(13) DISABILITY BENEFITS. If you terminate employment because of disability, the
Plan will pay your vested account balance to you in lump sum at the same time as
it would pay your vested account balance for any other termination of
employment. However, if your vested account balance exceeds $3,500, the
disability distribution rules are subject to any election requirements described
in Section (11). In general, disability under the Plan means because of a
physical or mental disability you are unable to perform the duties of your
customary position of employment for an indefinite period which, in the opinion
of the Advisory Committee, will be of long continued duration. The Advisory
Committee also considers you disabled if you terminate employment because of a
permanent loss or loss of use of a member or function of your body or a
permanent disfigurement. The Advisory Committee may require a physical
examination in order to confirm the disability.
(14) PAYMENT OF BENEFITS UPON DEATH. If you die prior to receiving all of your
benefits under the Plan, the Plan will pay the balance of your account to your
beneficiary. If the Employer permits the Plan to purchase life insurance on your
life with a portion of your account balance, your account balance also will
receive any life insurance proceeds payable by reason of your death.
If your death occurs before you commence distribution of your vested account
balance, the Plan will pay a preretirement survivor annuity to your surviving
spouse, unless you waive this annuity benefit, with your spouse's consent, or
unless you and your spouse are not married for the one year period ending on
your date of death. A preretirement survivor annuity means your surviving spouse
would receive an annuity for life. To provide the preretirement survivor
<PAGE>
annuity, the Plan would use 50% of your vested account balance to purchase that
type of annuity contract from an insurance company. The exact monthly annuity
payable to your surviving spouse would depend upon the amount of your account
balance, and the insurance company's annuity rates at the time of the purchase.
The Advisory Committee will provide you with an appropriate form to elect to
have the Plan pay a preretirement survivor annuity or to elect not to have the
Plan pay that annuity. The form the Advisory Committee will provide to you will
explain the economic effect of taking death benefits in the form of a
preretirement survivor annuity. Your spouse must consent in writing to any
election not to receive a preretirement survivor annuity. If your death occurs
after you commence distribution under the Plan, this preretirement survivor
annuity coverage does not apply, even if you and your spouse had not waived that
coverage, and your surviving spouse's interest in your remaining account balance
would be subject to the distribution election described in Section (11).
After making a reduction for the portion of your vested account balance used to
purchase the preretirement survivor annuity benefit described in the preceding
paragraph, the Plan will pay your vested account balance remaining in the Plan
at the time of your death to your designated beneficiary. The Advisory Committee
will provide you with an appropriate form for naming a beneficiary. If you are
married, your spouse must consent to the designation of any nonspouse
beneficiary only if you have waived the preretirement survivor annuity coverage
described in the preceding paragraph. If your vested account balance payable to
your designated beneficiary does not exceed $3,500, the Plan will pay the
benefit, in lump sum, to your designated beneficiary as soon as administratively
practicable after your death. If your vested account balance payable to your
designated beneficiary exceeds $3,500, the Plan will pay the benefit to your
designated beneficiary, in the form and at the time elected by the beneficiary,
unless, prior to your death, you specify the timing and form of the
beneficiary's distribution. The benefit payment election generally must complete
distribution of your vested account balance within five years of your death,
unless distribution commences within one year of your death to your designated
beneficiary or unless benefits had commenced prior to your death under the
mandatory post-age 70 1/2 distribution requirements described in Section (11).
(15) DISQUALIFICATION OF PARTICIPANT STATUS - LOSS OR DENIAL OF BENEFITS. There
are no specific Plan provisions which disqualify you as a participant or which
cause you to lose plan benefits. except as provided in Sections (7) and (10).
However, if you become disabled and do not receive compensation from the
Employer, you will not receive an allocation of the Employer's contribution to
the Plan during the period of disability. In addition, if your Plan benefits
become payable after termination of employment and he Advisory Committee is
unable to locate you at your last address of record, you may forfeit your
benefits under the Plan. Therefore, it is very important that you keep the
Employer apprised of your mailing address even after you have terminated
employment. Finally, if the Employer terminates the Plan, which it has the right
to do, you would receive benefits under the Plan based on your account balance
accumulated to the date of the termination of the Plan. Termination of the Plan
could occur before you attain normal retirement age. If the Employer terminates
the Plan, your account will become 100% vested, if not already 100% vested,
unless you forfeited the nonvested portion prior to the termination date.
<PAGE>
The termination of the Plan does not permit you to receive a distribution from
your Deferral Contributions Account unless: (l) you otherwise have the right to
a distribution, as described in Sections (11) and (12); or (2) the Employer does
not maintain a successor defined contribution plan. If you are able to receive a
distribution only because the Employer does not maintain a successor defined
contribution plan, you must agree to take that distribution as part of a lump
sum payment of your entire account balance under the Plan. The Trustee will
transfer to the successor defined contribution plan any portion of your interest
the Plan is unable to distribute to you.
The fact that the Employer has established this Plan does not confer any right
to future employment with the Employer. Furthermore, you may not assign your
interest in the Plan to another person or use your Plan interest as collateral
for a loan from a commercial lender.
(l6) CLAIMS PROCEDURE. You need not file a formal claim with the Advisory
Committee in order to receive your benefits under the Plan. When an event occurs
which entitles you to a distribution of your benefits under the Plan, the
Advisory Committee automatically will notify you regarding your distribution
rights. However, if you disagree with the Advisory Committee's determination of
the amount of your benefits or with any other decision the Advisory Committee
may make regarding your interest in the Plan, the Plan contains the appeal
procedure you should follow. In brief, if the Advisory Committee of the Plan
determines it should deny benefits to you, the Plan Administrator will give you
written notice of the specific reasons for the denial. The notice will refer you
to the pertinent provisions of the Plan supporting the Advisory Committee's
decision. If you disagree with the Advisory Committee, you, or a duly authorized
representative, must appeal the adverse determination in writing to the Advisory
Committee within 75 days after the receipt of the notice of denial of benefits.
If you fail to appeal a denial within the 75-day period, the Advisory
Committee's determination will be final and binding.
If you appeal to the Advisory Committee, you, or your duly authorized
representative, must submit the issues and comments you feel are pertinent to
permit the Advisory Committee to re-examine all facts and make a final
determination with respect to the denial. The Advisory Committee, in most cases,
will make a decision within 60 days of a request on appeal unless special
circumstances would make the rendering of a decision within the 60-day period
unfeasible. In any event, the Advisory Committee must render a decision within
120 days after its receipt of a request for review. The same procedures apply
if, after your death, your beneficiary makes a claim for benefits under the
Plan.
(17) RETIRED PARTICIPANT, SEPARATED PARTICIPANT WITH VESTED BENEFIT, BENEFICIARY
RECEIVING BENEFITS. If you are a retired participant or beneficiary receiving
benefits, the benefits you presently are receiving will continue in the same
amount and for the same period provided in the mode of settlement selected at
retirement. If you are a separated participant with a vested benefit, you may
obtain a statement of the dollar amount of your vested benefit upon request to
the Plan Administrator. There is no Plan provision which reduces, changes,
terminates, forfeits, or suspends the benefits of a retired participant, a
beneficiary receiving benefits or a separated participant's vested benefit
amount, except as provided in Section (15).
<PAGE>
(18) PARTICIPANT'S RIGHTS UNDER ERISA. As a participant in this Plan, you are
entitled to certain rights and protections under the Employee Retirement Income
Security Act of 1974 (ERISA). ERISA provides that all Plan participants are
entitled to:
(a) Examine, without charge, at the Plan Administrator's office and at
other specified locations (such as worksites), all Plan documents,
including insurance contracts and copies of all documents filed by he
Plan with the U.S. Department of Labor, such as detailed annual reports
and plan descriptions.
(b) Obtain copies of all Plan documents and other Plan information upon
written request to the Plan Administrator. The Plan Administrator may
make a reasonable charge for the copies.
(c) Receive a summary of the Plan's annual financial report. ERISA requires
the Plan Administrator to furnish each participant with a copy of this
summary annual report.
(d) Obtain a statement telling you that you have a right to receive a
retirement benefit at the normal retirement age under the Plan and what
your benefit could be at normal retirement age if you stop working
under the Plan now. If you do not have a right to a retirement benefit,
the statement will advise you of the number of additional years you
must work to receive a retirement benefit. You must request this
statement in writing. The law does not require the Plan Administrator
to give this statement more than once a year. The Plan must provide the
statement free of charge.
In addition to creating rights for Plan participants, ERISA imposes duties upon
the people who are responsible for the operation of the employee benefit plan.
The people who operate this Plan. called "fiduciaries" of the Plan, have a duty
to do so prudently and in the interest of you and other Plan participants and
beneficiaries. No one, including your Employer, your union or any other person
may fire you or otherwise discriminate against you in any way to prevent you
from obtaining a retirement benefit or from exercising your rights under ERISA.
If your claim for a retirement benefit is denied in whole or in part, you must
receive a written explanation of the reason for the denial. You have the right
to have the Plan reviewed and reconsider your claim.
Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request materials from the Plan and do not receive the
materials within 30 days. you may file suit in a Federal court. In such a case,
the court may require the Plan Administrator to provide the materials and pay
you up to $100 a day until you receive the materials, unless the materials were
not sent because of reasons beyond the control of the Plan Administrator. If you
have a claim for benefits which is denied or ignored, in whole or in part, you
may file suit in a state or Federal court. If it should happen that Plan
fiduciaries misuse the Plan's money, or if you are discriminated against for
asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a Federal court. The court will decide who should
pay court costs and legal fees. If you are successful, the court may order the
person you have
<PAGE>
sued to pay these costs and fees. If you lose, the court may order you to pay
these costs and fees, for example, if it finds your claim is frivolous.
If you have any questions about your Plan, you should contact the Plan
Administrator. If you have any questions about this statement or about your
rights under ERISA, you should contact the nearest Area Office of the U.S.
Labor-Management Services Administration, Department of Labor.
(19) FEDERAL INCOME TAXATION OF BENEFITS PAID. Existing Federal income tax laws
do not require you to report as income the portion of the annual Employer
contribution allocated to your account. However, when the Plan later distributes
your account balance to you, such as upon your retirement, you must report as
income the Plan distributions you receive. The Federal tax laws may permit you
to report a Plan distribution under a special averaging provision. Also, it may
be possible for you to defer Federal income taxation of a distribution by making
a "rollover" contribution to your own rollover individual retirement account or
to another qualified plan. We emphasize you should consult your own tax adviser
with respect to the proper method of reporting any distribution you receive from
the Plan.
(20) PARTICIPANT LOANS. This Plan does permit loans to participants and
beneficiaries. The Loan Procedures are explained in a Loan Procedures document
and it is available from the Plan Administrator.
(21) PARTICIPANT DIRECTION OF INVESTMENT. The Plan permits every participant to
direct the investment of his account balances under the Plan. For this purpose,
the Committee will provide you with a form for making your investment direction.
The Trustee will invest your account balances under the Plan in accordance with
your written direction. You direct the investment of your account balances under
the Plan, and this Plan is intended to meet the 404(c) requirements of ERISA.
You are responsible for any loss resulting from your direction of investment.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated March 31, 1999 incorporated by reference in this registration
statement and to all references to our Firm included in this registration
statement. Our report dated February 25, 1999 included in ResortQuest
International, Inc.'s Form 10-K for the year ended December 31, 1998,
incorporated by reference in this registration statement, is no longer
appropriate since related financial statements have been presented giving
effect to business combinations accounted for under the pooling of interests
method.
ARTHUR ANDERSEN LLP
Memphis, Tennessee,
May 20, 1999.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports included in
ResortQuest International, Inc.'s Form 10-K for the year ended December 31,
1998, for Brindley & Brindley Realty and Development, Inc. and B&B On The
Beach, Inc., dated July 24, 1998; Coastal Resorts Mangement, Inc. and Coastal
Resorts Realty L.L.C., dated July 15, 1998; Collection of Fine Properties,
Inc., dated July 15, 1998; First Resort Software, Inc., dated July 17, 1998;
Houston and O'Leary Company dated July 17, 1998; The Maury People, Inc.,
dated July 24, 1998; Howey Acquisition, Inc., dated July 17, 1998; Resort
Property Management, Inc., dated July 15, 1998; Telluride Resort
Accommodations, Inc., dated July 15, 1998; and Trupp-Hodnett Enterprises,
Inc. and THE Management Company, dated July 17, 1998, and to all references
to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas,
May 20, 1999.
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report for Collection of
Fine Properties, Inc., dated January 23, 1998, included in ResortQuest
International, Inc.'s Form 10-K for the year ended December 31, 1998, and to
all references to our Firm included in this registration statement.
MORRISON, BROWN, ARGIZ AND COMPANY
Boulder, Colorado,
May 19, 1999.
