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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Signature Inns, Inc.
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(Exact name of registrant as specified in its charter)
Indiana 35-1426996
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(State of incorporation or organization) (I.R.S. employer
identification no.)
250 East 96th Street, Suite 450
Indianapolis, Indiana 46240
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(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Class to Name of each exchange on which
be so registered each class is to be registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Preferred Stock
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Item 1 is hereby amended by adding the following paragraph:
Effective as of January 27, 1999, the Company and Rights Agent entered
into Amendment No. 1 (the "Amendment") to the Second Amended and Restated Rights
Agreement. Capitalized terms used without definition below have the meanings
assigned to them in the Second Amended and Restated Rights Agreement.
The Amendment excludes the following actions or occurrences from
triggering an Exercisability Date, a Stock Acquisition Date or the qualification
of a Person as an Acquiring Person: (i) the public announcement, public
disclosure, execution and delivery or amendment of the Agreement and Plan of
Merger (as amended from time to time, the "Merger Agreement") dated as of
January 27, 1999, among the Company and Jameson Inns, Inc., a Georgia
corporation ("Jameson"), (ii) the performance by any part of its obligations
under the Merger Agreement, (iii) the acquisition of beneficial ownership of
Company Common Stock by Jameson pursuant to, or in connection with, the Merger
Agreement, or (iv) the consummation of the other transactions contemplated by
the Merger Agreement. These exclusions are applicable only so long as the Merger
Agreement has not been terminated pursuant to the terms thereof.
Item 2. Exhibits.
4.1 Second Amended and Restated Rights Agreement, dated as of
December 8, 1998 between Signature Inns, Inc. and Harris Trust
and Savings Bank, as Rights Agent, which includes as exhibits,
the form of Right Certificate and the Summary of Rights
Agreement. (Incorporated by reference in Exhibit 99.2 to
Signature Inns, Inc.'s Current Reports Form 8-K, Filed
December 11, 1998.)
4.2 Amendment No. 1 to the Second Amended and Restated Rights
Agreement, dated as of January 27, 1999, between Signature
Inns, Inc. and Harris Trust and Savings Bank, as Rights Agent.
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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.
SIGNATURE INNS, INC.
Date: February 1, 1999 By: /s/ John D. Bontreger
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John D. Bontreger
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Second Amended and Restated Rights Agreement, dated as of
December 8, 1998 between Signature Inns, Inc. and Harris Trust
and Savings Bank, as Rights Agent, which includes as exhibits,
the form of Right Certificate and the Summary of Rights
Agreement. (Incorporated by reference in Exhibit 99.2 to
Signature Inns, Inc.'s Current Reports Form 8-K, Filed
December 11, 1998.)
4.2 Amendment No. 1 to the Second Amended and Restated Rights
Agreement, dated as of January 27, 1999, between Signature
Inns, Inc. and Harris Trust and Savings Bank, as Rights Agent.
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EXHIBIT 4.2
AMENDMENT NO. 1 TO THE SECOND
AMENDED AND RESTATED RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED RIGHTS
AGREEMENT (this "Amendment") is entered into as of January 27, 1999 by and
between SIGNATURE INNS, INC., an Indiana corporation (the "Company"), and HARRIS
TRUST AND SAVINGS BANK (the "Rights Agent"), amending the Second Amended and
Restated Rights Agreement, dated as of December 8, 1998, between the Company and
the Rights Agent (the "Rights Agreement").
In consideration of the mutual agreements herein set forth, and other
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, and pursuant to Section 27 of the Rights Agreement, the parties
hereby agree as follows:
1. Defined Terms. Capitalized terms defined in the Rights Agreement and
used herein shall have the meanings given to them in the Rights Agreement.
2. Amendments to Section 1.
(a) Section 1(a) of the Rights Agreement is amended to add the
following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
so long as the Merger Agreement has not been terminated
pursuant to the terms thereof, neither Jameson Inns, Inc.
("Jameson") nor any Affiliate of Jameson, nor any other Person
party to the Merger Agreement shall be deemed to be an
Acquiring Person solely by reason of the execution, delivery,
or performance of the Merger Agreement (or any announcement
relating thereto), or by the acquisition, exchange, or
cancellation of Common Stock or Signature Preferred Stock
pursuant to the Merger."
(b) Section 1 of the Rights Agreement is amended to add the
following provisions at the end thereof:
"(bb) For purposes of this Agreement:
'Effective Time' shall have the meaning assigned to such term
in the Merger Agreement;
'Jameson' shall mean Jameson Inns, Inc., a Georgia
corporation;
'Merger' shall have the meaning assigned to such term in the
Merger Agreement;
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'Merger Agreement' shall mean the Agreement and Plan of
Merger, dated as of January 27, 1999, among Jameson and the Company, as
amended from time to time in accordance with its terms;
'Signature Preferred Stock' shall have the meaning assigned to
such term in the Merger Agreement; and
3. Amendment of Section 3(a). Section 3(a) of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, so
long as the Merger Agreement has not been terminated pursuant to the
terms thereof, an Exercisability Date shall not be deemed to have
occurred solely as the result of the execution, delivery, or
performance of the Merger Agreement (or any announcement relating
thereto), or the acquisition, exchange, or cancellation of Common Stock
or Signature Preferred Stock pursuant to the Merger."
4. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is
deleted in its entirety and replaced with the following:
"At any time after the Exercisability Date and prior to the earlier of
(i) the Close of Business on the tenth anniversary of the Record Date
(the 'Final Expiration Date), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the 'Redemption Date') or
(iii) immediately prior to the Effective Time of the Merger (the
earliest of (i), (ii), or (iii) being herein referred to as the
'Expiration Date'), the registered holder of any Rights Certificate
may, subject to the provisions of Section 7(e) hereof, exercise the
Rights evidenced thereby in whole or in part upon surrender of the
Rights Certificate, with the form of election to purchase and the
certificate on the reverse side thereof duly executed, to the Rights
Agent at the office of the Rights Agent designated for such purpose,
together with payment of the aggregate Exercise Price (as hereinafter
defined) for the total number of one hundredths of a share of Series
One Preferred Stock (or, following a Triggering Event, other
securities, cash or other assets, as the case may be) for which such
surrendered Rights are then exercisable."
5. Effectiveness. This Amendment shall be deemed effective as of
January 27, 1999 as if executed on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
6. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the State of Indiana and for all purposes shall be governed by
and construed in accordance with the laws of such state. This Amendment may be
executed in any number of counterparts, each of such counterparts shall for all
purposes be deemed an original and all such counterparts shall together
constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
SIGNATURE INNS, INC.
By: /s/ John D. Bontreger
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Title: President and Chief Executive Officer
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HARRIS TRUST AND SAVINGS BANK,
AS RIGHTS AGENT
By: /s/ Thomas Blatchford
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Title: Trust Officer
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