Resortquest International Inc – ‘8-K’ for 2/25/99

As of:  Monday, 3/15/99   ·   For:  2/25/99   ·   Accession #:  1005150-99-163   ·   File #:  1-14115

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Current Report   —   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         8     28K 

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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
-----------------------                                      -----------------  
(State of Incorporation)                                        (I.R.S. Employer
                                                             Identification No.)

530 Oak Court Drive, Suite 360                                                  
Memphis, Tennessee                                                         38117
---------------------------------------                      -------------------
(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.

--------                                
                    *         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
                                               -------------------------------
                                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.               

------------                                                
          *         Incorporated   by  reference  to   ResortQuest's   Form  8-A
(Amendment No. 1) filed March 15, 1999. 

8 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		3/15/09		3		4
Filed on:		3/15/99		2		8			8-A12B
		3/12/99		7
		3/5/99		6		8
For Period End:		2/25/99		1		8
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