Choice Hotels International Inc/DE – ‘8-A12B’ on 3/11/98

As of:  Wednesday, 3/11/98   ·   Accession #:  950162-98-246   ·   File #:  1-13393

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Form 8-A                                               7     26K 
 2: EX-1        Rights Agreement                                      77    242K 

8-A12B   —   Form 8-A
Document Table of Contents

8-A12B
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 CHOICE HOTELS INTERNATIONAL, INC.
------------------------------------------------------------------------------- 
(Exact name of registrant as specified in its charter)

Delaware                                      52-1209792    
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(State of incorporation or organization)   (I.R.S. Employer Identification No.) 

10750 Columbia Pike                                                             
Silver Spring, Maryland                                    20901                
------------------------------------------------------------------------------- 
(Address of principal executive offices)                (Zip Code)              

Securities to be registered pursuant to Section 12(b) of the Act:               

Title of each class            Name of each exchange on which 
to be so registered            each class is to be registered 

Preferred Stock                New York Stock Exchange, Inc.  
Purchase Rights                                               

    If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General       
Instruction A.(c), check the following box. [ x ]                               

    If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General       
Instruction A.(d), check the following box. [ ]                                 

Securities Act registration statement file number to which this form  
relates:                                                                        

N/A (if applicable)                                                   

Securities to be registered pursuant to Section 12(g) of the Act:     

None
------------------------------------------------------------------------------- 
(Title of class)

8-A12B
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Item 1. Description of Registrant's Securities to Be Registered.                

On February 19, 1998, the Board of Directors of Choice Hotels         
International, Inc. (the "Company") declared a dividend distribution of one     
Right for each outstanding share of Common Stock, $0.01 par value (the "Common  
Stock"), of the Company. The distribution is payable to holders of record on    
April 3, 1998 (the "Record Date"). Each Right entitles the registered holder to 
purchase from the Company one one-hundredth of a share of Series A Junior       
Participating Preferred Stock (the "Preferred Stock"), at a price of $75 per one
one-hundredth of a share (the "Purchase Price"), subject to adjustment. The     
description and terms of the Rights are set forth in a Rights Agreement (the    
"Rights Agreement") between the Company and ChaseMellon Shareholder Services,   
L.L.C., as Rights Agent (the "Rights Agent").                                   

Distribution Date; Transfer of Rights                                           

     Until the earlier to occur of (i) ten calendar days following the date (the
"Shares Acquisition Date") of public announcement that a person or group of     
affiliated or associated persons, subject to certain exceptions (an "Acquiring  
Person") acquired, or obtained the right to acquire, beneficial ownership of    
Common Stock or other voting securities ("Voting Stock") that have 10% or more  
of the voting power of the outstanding shares of Voting Stock or (ii) ten       
calendar days (or such later date as may be determined by action of the Board of
Directors prior to the time any person or group of affiliated persons becomes an
Acquiring Person) following the commencement or announcement of an intention to 
make a tender offer or exchange offer the consummation of which would result in 
such person or group acquiring, or obtaining the right to acquire, beneficial   
ownership of Voting Stock having 10% or more of the voting power of the         
outstanding shares of Voting Stock (the earlier of such dates being called the  
"Distribution Date"), the Rights will be evidenced, with respect to any of the  
Company's Common Stock certificates outstanding as of the Record Date, by such  
Common Stock certificates. The Rights Agreement provides that, until the        
Distribution Date, the Rights will be transferred with and only with the        
Company's Common Stock. Until the Distribution Date (or earlier redemption or   
expiration of the Rights), new Common Stock certificates issued after the Record
Date upon transfer or new issuance of the Company's Common Stock will contain a 
notation 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 the
Record Date 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 ("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 Right    
Certificates alone will evidence the Rights. The Rights Agreement provides that,
as defined therein, the term "Acquiring Person" shall not include any Bainum    
Stockholder and shall not include the Baron Entities as long as they are the    
Beneficial Owner of less than the Grandfathered Percentage.                     

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     The Rights are not exercisable until the Distribution Date. The Rights will
expire at the close of business on January 31, 2008, unless earlier redeemed or 
exchanged by the Company as described below.                                    

Exercise of Rights for Common Stock of the Company                              

  In the event that a Person becomes an Acquiring Person, each holder of a
Right will thereafter have the right to receive, upon exercise, Common Stock    
(or, in certain circumstances, cash, property or other securities of the        
Company) having a value equal to two times the Purchase Price of the Right.     
Notwithstanding any of the foregoing, following the occurrence of the event set 
forth in this paragraph, all Rights that are, or (under certain circumstances   
specified in the Rights Agreement) were, beneficially owned by any Acquiring    
Person will be null and void.                                                   

Exercise of Rights for Shares of the Acquiring Company                          

   In the event that, at any time following the Shares Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction,  
or (ii) 50% or more of the Company's assets or earning power is sold or         
transferred, each holder of a Right (except Rights which previously have been   
voided as set forth above) shall thereafter have the right to receive, upon     
exercise, common stock of the acquiring company having a value equal to two     
times the Purchase Price of the Right.                                          

Adjustments to Purchase Price                                                   

     The Purchase Price payable, and the number of shares of Preferred Stock (or
Common Stock or other securities, as the case may be) issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent dilution (i)  
in the event of a stock dividend on, or a subdivision, combination or           
reclassification of the Preferred Stock, (ii) upon the grant to holders of the  
Preferred Stock of certain rights or warrants to subscribe for shares of the    
Preferred Stock or convertible securities at less than the current market price 
of the Preferred Stock or (iii) upon the distribution to holders of the         
Preferred Stock of evidences of indebtedness or assets (excluding regular       
periodic cash dividends out of earnings or retained earnings or dividends       
payable in the Preferred Stock) or of subscription rights or warrants (other    
than those referred to above).                                                  

With certain exceptions, no adjustment in the Purchase Price will be  
required until the earlier of (i) three years from the date of the event giving 
rise to such adjustment and (ii) the time at which cumulative adjustments       
require an adjustment of at least 1% in such Purchase Price. No fractional      
shares will be issued (other than fractional shares which are integral multiples
of one one-hundredth of a share of Preferred Stock) and, in lieu thereof, an    
adjustment in cash will be made based on the market price of the Preferred Stock
on the last trading date prior to the date of exercise.                         

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Redemption and Exchange of Rights                                               

   At any time after the occurrence of the event set forth under the heading
"Exercise of Rights for Common Stock of the Company" above, the Board of        
Directors (with the concurrence of a majority of the Independent Directors (as  
defined below)) may exchange the Rights (other than Rights owned by the         
Acquiring Person which shall have become void), in whole or in part, at an      
exchange ratio of one share of Common Stock (or a fraction of a share of        
Preferred Stock having the same market value) per Right (subject to adjustment).

     At any time prior to 5:00 P.M. New York City time on the tenth calendar day
following the Shares Acquisition Date, the Company may redeem the Rights in     
whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). 
Under certain circumstances set forth in the Rights Agreement, the decision to  
redeem shall require that there be Independent Directors in office and that a   
majority of the Independent Directors concur in such decision. Immediately upon 
the action of the Board of Directors of the Company electing to redeem the      
Rights with, if required, the concurrence of the Independent Directors, the     
Company shall make announcement thereof, and upon such action, the right to     
exercise the Rights will terminate and the only right of the holders of Rights  
will be to receive the Redemption Price.                                        

    Until a Right is exercised or exchanged, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,  
the right to vote or to receive dividends.                                      

Terms of the Preferred Stock                                                    

   The Preferred Stock will rank junior to all other series of the Company's
preferred stock with respect to payment of dividends and as to distributions of 
assets in liquidation. Each share of Preferred Stock will have a quarterly      
dividend rate per share equal to the greater of $1.00 or 100 times the per share
amount of any dividend (other than a dividend payable in shares of Common Stock 
or a subdivision of the Common Stock) declared from time to time on the Common  
Stock, subject to certain adjustments. The Preferred Stock will not be          
redeemable. In the event of liquidation, the holders of the Preferred Stock will
be entitled to receive a preferred liquidation payment per share of $1.00 (plus 
accrued and unpaid dividends) or, if greater, an amount equal to 100 times the  
payment to be made per share of Common Stock, subject to certain adjustments.   
Generally, each share of Preferred Stock will vote together with the Common     
Stock and any other series of cumulative preferred stock entitled to vote in    
such manner and will be entitled to 100 votes, subject to certain adjustments.  
In the event of any merger, consolidation, combination or other transaction in  
which shares of Common Stock are exchanged for or changed into other stock or   
securities, cash and/or other property, each share of Preferred Stock will be   
entitled to receive 100 times the aggregate amount of stock, securities, cash   
and/or other property, into which or for which each share of Common Stock is    
changed or exchanged, subject to cer-                                           

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tain adjustments. The foregoing dividend, voting and liquidation rights of the  
Preferred Stock are protected against dilution in the event that additional     
shares of Common Stock are issued pursuant to a stock split or stock dividend or
distribution. Because of the nature of the Preferred Stock's dividend, voting,  
liquidation and other rights, the value of the one one-hundredth of a share of  
Preferred Stock purchasable with each Right is intended to approximate the value
of one share of Common Stock.                                                   

Amendments to Terms of the Rights                                               

   Any of the provisions of the Rights Agreement may be amended by the Board
of Directors of the Company prior to the Distribution Date. After the           
Distribution Date, the provisions of the Rights Agreement may be amended by the 
Board (in certain circumstances, with the concurrence of the Independent        
Directors) in order to cure any ambiguity, defect or inconsistency, or to make  
changes which do not adversely affect the interests of holders of Rights        
(excluding the interests of any Acquiring Person); provided, however, that no   
supplement or amendment may be made after the Distribution Date which changes   
those provisions relating to the principal economic terms of the Rights.        

     The term "Independent Directors" means any member of the Board of Directors
of the Company who either (i) was a member of the Board on the date of the      
Rights Agreement or (ii) is subsequently elected to the Board if such person is 
recommended or approved by a majority of the Independent Directors, but shall   
not include an Acquiring Person, or an affiliate or associate of an Acquiring   
Person, or any representative of the foregoing entities.                        

A copy of the Rights Agreement is filed herewith as Exhibit 1. The    
foregoing description of the Rights does not purport to be complete and is      
qualified in its entirety by reference to such Exhibit, which is hereby         
incorporated herein by reference.                                               

Item 2. Exhibits                                                                

1    Rights Agreement, dated as of February 19, 1998, between CHotehoice Hotels 
     International, Inc. and ChaseMellon Shareholder Services, L.L.C., 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, thereunto duly authorized.                    

                   CHOICE HOTELS
                             INTERNATIONAL, INC.

Date:  March 11, 1998                      By: /s/ Wiliam R. Floyd              
                                            ------------------------------
                                     Name:  William R. Floyd
                                            Title: Chief Executive Officer
                                             and President

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8-A12B
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 EXHIBIT INDEX

Number             Description                                                  

1.   Rights Agreement, dated as of February 19, 1998, between Choice Hotels     
     International, Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent.                                                                

7 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
		1/31/08		3
		4/3/98		2
Filed on:		3/11/98		6					3,  8-K
		2/19/98		2		7			8-K
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