SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT - February 25, 1999
(Date of Earliest Event Reported)
ResortQuest International, Inc.
(Exact name of registrant as specified in its charter)
Commission File No. 1-14115
Delaware 52-2055247
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(State of Incorporation) (I.R.S. Employer
Identification No.)
530 Oak Court Drive, Suite 360
Memphis, Tennessee 38117
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (901) 762-0600
Page 1 of 8 pages.
Exhibit index appears on page 8.
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Item 5. Other Events
Adoption of Stockholder Rights Plan.
On February 25, 1999, the Board of Directors of ResortQuest
International, Inc., a Delaware corporation (the "Company"), declared a dividend
of one Preferred Stock Purchase Right (individually, a "Right" and,
collectively, the "Rights") for each outstanding share of the Company's Common
Stock, par value $0.01 per share (the "Common Stock"). The dividend is payable
as of March 15, 1999 to stockholders of record on that date. Each Right entitles
the registered holder to purchase from the Company one one-hundredth (1/100) of
a share of a new series of preferred shares of the Company, designated as Class
A Junior Preferred Stock (the "Class A Preferred Stock"), at a price of $87.00
per one one-hundredth (1/100) of a share (the "Exercise Price"), subject to
certain adjustments. The description and terms of the Rights are set forth in a
Rights Agreement, dated as of February 25, 1999 (as the same may be amended from
time to time, the "Rights Agreement"), between the Company and American Stock
Transfer & Trust Company, as rights agent (the "Rights Agent").
Initially the Rights will not be exercisable, certificates
will not be sent to stockholders, and the Rights will automatically trade with
the Common Stock.
The Rights, unless earlier redeemed by the Board of Directors,
become exercisable upon the close of business on the day (the "Distribution
Date") which is the earlier of (i) the tenth day following a public announcement
that a person or group of affiliated or associated persons, with certain
exceptions set forth below, has acquired beneficial ownership of 15 percent or
more of the outstanding voting stock of the Company (an "Acquiring Person") and
(ii) the tenth business day (or such later date as may be determined by the
Board of Directors prior to such time as any person or group of affiliated or
associated persons becomes an Acquiring Person) after the date of the
commencement or announcement of a person's or group's intention to commence a
tender or exchange offer the consummation of which would result in the ownership
of 15 percent or more of the Company's outstanding voting stock (even if no
shares are actually purchased pursuant to such offer). Prior to such date, the
Rights would not be exercisable, would not be represented by a separate
certificate, and would not be transferable apart from the Company's Common
Stock, but will instead be evidenced, with respect to any of the Common Stock
certificates outstanding as of March 15, 1999, by such Common Stock certificate.
An Acquiring Person does not include (A) the Company, (B) any subsidiary of the
Company, (C) any employee benefit plan or employee stock plan of the Company or
of any subsidiary of the Company, or any trust or other entity organized,
appointed, established or holding Common Stock for or pursuant to the terms of
any such plan, or (D) any person or group whose ownership of 15 percent or more
of the shares of voting stock of the Company then outstanding results solely
from (i) any action or transaction or transactions approved by the Board of
Directors before such person or group became an Acquiring Person, or (ii) a
reduction in the number of issued and outstanding shares of voting stock of the
Company pursuant to a transaction or transactions approved by the Board of
Directors (provided that any person or
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group that does not become an Acquiring Person by reason of clause (i) or (ii)
above shall become an Acquiring Person upon acquisition of an additional 1% or
more of the Company's voting stock unless such acquisition of additional voting
stock will not result in such person or group becoming an Acquiring Person by
reason of such clause (i) or (ii)).
A copy of a Summary of Rights will be distributed to
stockholders of record as of March 15, 1999 (the "Summary of Rights").
Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued after March 15,
1999 will contain a legend incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
the surrender for transfer of any of the Company's Common Stock certificates
outstanding as of March 15, 1999, with or without a copy of the Summary of
Rights attached, will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
(the "Right Certificates") will be mailed to holders of record of the Company's
Common Stock as of the close of business on the Distribution Date and such
separate certificates alone will evidence the Rights from and after the
Distribution Date.
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on March 15, 2009, unless
earlier redeemed by the Company as described below.
The Class A Preferred Stock is non-redeemable and, unless
otherwise provided in connection with the creation of a subsequent series of
preferred stock, subordinate to any other series of the Company's preferred
stock. The Class A Preferred Stock may not be issued except upon exercise of
Rights. Each share of Class A Preferred Stock will be entitled to receive when,
as and if declared, a quarterly dividend in an amount equal to the greater of
$1.00 per share and 100 times the cash dividends declared on the Company's
Common Stock. In addition, the Class A Preferred Stock is entitled to 100 times
any non-cash dividends (other than dividends payable in equity securities or
certain rights or warrants) declared on the Common Stock, in like kind. In the
event of liquidation, the holders of Class A Preferred Stock will be entitled to
receive for each share of Class A Preferred Stock, a liquidation payment in an
amount equal to the greater of $87.00 per one one-hundredth (1/100) of a share
or 100 times the payment made per share of Common Stock. Each share of Class A
Preferred Stock will have 100 votes, voting together with the Common Stock. In
the event of any merger, consolidation or other transaction in which the Common
Stock is exchanged, each share of Class A Preferred Stock will be entitled to
receive 100 times the amount received per share of Common Stock. The rights of
Class A Preferred Stock as to dividends, liquidation and voting are protected by
anti-dilution provisions.
The number of shares of Class A Preferred Stock issuable upon
exercise of the Rights is subject to certain adjustments from time to time in
the event of a stock dividend on, or a subdivision or combination of, the Common
Stock. The Exercise Price for the Rights is subject
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to adjustment in the event of extraordinary distributions of cash or other
property to holders of Common Stock.
Unless the Rights are earlier redeemed or the transaction is
approved by the Board of Directors, in the event that, after the time that the
Rights become exercisable, the Company were to be acquired in a merger or other
business combination (in which any shares of Common Stock are changed into or
exchanged for other securities or assets) or more than 50% of the assets or
earning power of the Company and its subsidiaries (taken as a whole) were to be
sold or transferred in one or a series of related transactions, the Rights
Agreement provides that proper provision will be made so that each holder of
record of a Right will from and after such date have the right to receive, upon
payment of the Exercise Price, that number of shares of common stock of the
acquiring company having a market value at the time of such transaction equal to
two times the Exercise Price. In addition, unless the Rights are earlier
redeemed, if a person or group (with certain exceptions) becomes the beneficial
owner of 15 percent or more of the Company's voting stock (other than pursuant
to a tender or exchange offer for all outstanding shares of Common Stock that is
approved by the Board of Directors, after taking into account the long-term
value of the Company and all other factors they consider relevant in the
circumstances (a "Qualifying Tender Offer")), the Rights Agreement provides that
proper provision will be made so that each holder of record of a Right, other
than the Acquiring Person (whose Rights will thereupon become null and void),
will thereafter have the right to receive, upon payment of the Exercise Price,
that number of shares of the Class A Preferred Stock having a market value at
the time of the transaction equal to two times the Exercise Price (such market
value to be determined with reference to the market value of Common Stock as
provided in the Rights Agreement).
Fractions of shares of Class A Preferred Stock (other than
fractions that are integral multiples of one one-hundredth (1/100) of a share)
may, at the election of the Company, be evidenced by depositary receipts. The
Company may also issue cash in lieu of fractional shares which are not integral
multiples of one one-hundredth (1/100) of a share.
At any time on or prior to the earlier of the date on which a
person becomes an Acquiring Person and the close of business on March 15, 2009,
the Company may redeem the Rights in whole, but not in part, at a price of $0.01
per Right, subject to adjustment (the "Redemption Price"). Immediately upon the
effective time of the action of the Board of Directors of the Company
authorizing redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of the Rights will be to receive the
Redemption Price.
For as long as the Rights are then redeemable, the Company
may, except with respect to the Redemption Price or date of expiration of the
Rights, amend the Rights in any manner, including an amendment to extend the
time period in which the Rights may be redeemed. At any time when the Rights are
not then redeemable, the Company may amend the Rights in any manner that does
not materially adversely affect the interests of holders of the Rights as such.
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Until a Right is exercised, the holder, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
As of February 25, 1999 there were 17,188,804 shares of Common
Stock issued and outstanding (and 2,027,031 shares of Common Stock reserved for
issuance under the Company's existing stock option plans). 750,000 shares of
Class A Preferred Stock have been reserved for issuance upon exercise of the
Rights.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group who attempts to acquire the
Company on terms not approved by the Company's Board of Directors. The Rights
should not interfere with any merger or other business combination approved by
the Board since they may be redeemed by the Company at $0.01 per Right at any
time until the date on which a person or group has obtained beneficial ownership
of 15 percent or more of the voting stock.
The Rights Agreement between the Company and the Rights Agent,
specifying the terms of the Rights, which includes as Exhibit A the Summary of
Rights to Purchase Class A Preferred Stock, as Exhibit B the form of Right
Certificate and as Exhibit C the form of Certificate of Designations of the
Company setting forth the terms of the Class A Preferred Stock are attached
hereto as exhibits and incorporated herein by reference. The foregoing
description of the Rights is qualified by reference to such exhibits.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
*4.3 Rights Agreement, dated as of February 25, 1999,
between ResortQuest International, Inc.
("ResortQuest") and American Stock Transfer &
Trust Company, as Rights Agent. The Rights
Agreement includes as Exhibit A the Summary of
Rights to Purchase Class A Preferred Stock, as
Exhibit B the form of Right Certificate and as
Exhibit C the form of Certificate of Designations.
*20.1 Form of Letter to ResortQuest International, Inc.
Common Stockholders, dated March 15, 1999.
*99.1 Press Release, dated March 5, 1999.
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* Incorporated by reference to ResortQuest's Form
8-A (Amendment No. 1) filed March 15, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
RESORTQUEST INTERNATIONAL, INC.
By: /s/ JEFFERY M. JARVIS
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Name: Jeffery M. Jarvis
Title: Senior Vice President and
Chief Financial Officer
Dated: March 12, 1999
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EXHIBIT INDEX
Exhibit No. Description
*4.3 Rights Agreement, dated as of February 25, 1999, between
ResortQuest International, Inc. ("ResortQuest") and American
Stock Transfer & Trust Company, as Rights Agent. The Rights
Agreement includes as Exhibit A the Summary of Rights to
Purchase Class A Preferred Stock, as Exhibit B the form of
Right Certificate and as Exhibit C the form of Certificate
of Designations.
*20.1 Form of Letter to ResortQuest International, Inc. Common
Stockholders, dated March 15, 1999.
*99.1 Press Release, dated March 5, 1999.
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* Incorporated by reference to ResortQuest's Form 8-A
(Amendment No. 1) filed March 15, 1999.
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