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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 (Date of earliest event reported): April 21, 1997
FM Properties Inc.
Delaware 0-19989 74-1211572
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification Number)
1615 Poydras Street
New Orleans, Louisiana 70112
Registrant's telephone number, including area code: (504) 582-4000
Item 5. Other Events.
On April 21, 1997, FM Properties Inc., a Delaware
corporation (the "Company"), amended its Rights Agreement,
dated as of May 28, 1992 (the "Rights Agreement"), by
entering into Amendment No. 1 (the "Amendment"), with
Mellon Securities Trust Company. Capitalized terms used
and not otherwise defined herein have the meanings
ascribed to them in the Rights Agreement and the
Amendment.
The Rights Agreement has been amended to modify the
definition of "Acquiring Person" by increasing the
percentage threshold from 15% to 20%. As amended, an
Acquiring Person includes any Person who is the Beneficial
Owner of 20% or more of the shares of Common Stock then
outstanding. In addition, the definition of "Acquiring
Person" has been amended to exclude a Person if (i) such
Person has become the Beneficial Owner of 20% or more of
the Common Stock of the Company, (ii) the acquisition by
such Person of the shares that equal or exceed 20% of the
shares of Common Stock was made without apparent knowledge
of the potential implications of such acquisition under
this Agreement and (iii) either (A) within 10 days after
the Company has notified such Person that the Company has
become aware of such potential implications, such Person
ceases to be the Beneficial Owner of 20% or more of the
shares of Common Stock or (B) prior to receiving such
notice such Person ceases to be the Beneficial Owner of
20% or more of the shares of Common Stock.
A copy of the Amendment has been attached as an exhibit
hereto and is incorporated herein by reference. The
foregoing description of the Amendment does not purport to
be complete and is qualified in its entirety by reference
to the Amendment.
Item 7. Financial Statements, Pro Forma Financial
Statements and Exhibits.
Exhibit No. Description
4 Amendment No. 1 to the Rights
Agreement, dated effective as of
April 21, 1997, between FM
Properties Inc. and Mellon
Securities Trust Company.
99 Press release dated April 21,
1997.
SIGNATURE
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, thereunto duly authorized.
FM Properties Inc.
By: /s/Richard C. Adkerson
Richard C. Adkerson
Chairman of the Board and
Chief Executive Officer
Date: April 22, 1997
EXHIBIT INDEX
Exhibit No. Description
4 Amendment No. 1 to the
Rights Agreement, dated
effective as of April 21,
1997, between FM Properties
Inc. and Mellon Securities
Trust Company.
99 Press Release dated
April 21, 1997.
AMENDMENT NO. 1
TO RIGHTS AGREEMENT
of
FM PROPERTIES INC.
This Amendment No. 1 to the Rights Agreement between FM Properties Inc.
(the "Company") and Mellon Securities Trust Company, as Rights Agent (the
"Rights Agent"), dated May 28, 1992 by and between the Company and the Rights
Agent (the "Rights Agreement") is dated effective as of April 21, 1997.
WHEREAS, Section 29 of the Rights Agreement grants the Board of Directors
of the Company the exclusive power and authority to amend the Rights Agreement;
and
WHEREAS, the Board of Directors of the Company desires to amend the Rights
Agreement;
NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, the parties agree as follows:
1. The definition of "Acquiring Person" in Section 1 of the Rights
Agreement is hereby amended and restated to read in its entirety as follows:
"Acquiring Person" means any Person who, together with all
Affiliates and Associates of such Person, shall be the Beneficial
Owner of 20% or more of the shares of Common Stock then
outstanding, but shall not include the Company, any of its
Subsidiaries, any employee benefit plan of the Company or any of its
Subsidiaries or any Person organized, appointed or established by the
Company or any of its Subsidiaries for or pursuant to the terms of
any such plan. Notwithstanding the foregoing, no Person shall become
an Acquiring Person if (i) such Person has become the Beneficial
Owner of 20% or more of the shares of Common Stock, (ii) the
acquisition by such Person of the shares that equal or exceed 20% of
the shares of Common Stock was made without apparent knowledge
of the potential implications of such acquisition under this
Agreement and (iii) either (A) within 10 days after the Company has
notified such Person that the Company has become aware of such
potential implications, such Person ceases to be the Beneficial Owner
of 20% or more of the shares of Common Stock or (B) prior to
receiving such notice such Person ceases to be the Beneficial Owner
of 20% or more of the shares of Common Stock.
2. The footnote to the term "Transfer" denoted by the symbol "*" within
the description of "Transfer" in Exhibit C to the Rights Agreement (the
"Summary of Terms") is hereby amended to read in its entirety as follows:
Distribution Date means the earlier of:
(1) the 10th day after public announcement that any person has
become an Acquiring Person (as defined in the note below) and
(2) the 10th business day after the date of the commencement of a
tender or exchange offer by any person which would, if
consummated, result in such person becoming an Acquiring Person,
in each case, subject to extension by a majority of the Directors not
affiliated with the Acquiring Person.
3. The definition of the term "Flip-In" defined in the Summary of Terms
is hereby amended to read in its entirety as follows:
If any person becomes an Acquiring Person, then each Right (other
than Rights beneficially owned by the Acquiring Person and certain
affiliated persons) will entitle the holder to purchase, for the
Purchase Price, a number of shares of the Company's Common Stock
having a market value of twice the Purchase Price.
Acquiring Person means any person who shall be the beneficial
owner of 20% or more of the shares of Common Stock then
outstanding, but shall not include the Company, any of its
subsidiaries, any employee benefit plan of the Company or any of its
subsidiaries or any person organized, appointed or established by the
Company or any of its subsidiaries for or pursuant to the terms of
any such plan. Notwithstanding the foregoing, no person shall become
an Acquiring Person if (i) such person has become the beneficial
owner of 20% or more of the shares of Common Stock, (ii) the
acquisition by such person of the shares that equal or exceed 20% of
the shares of Common Stock was made without apparent knowledge of the
potential implications of such acquisition under the Rights Agreement
and (iii) either (A) within 10 days after the Company has notified
such person that the Company has become aware of such potential
implications, such person ceases to be the beneficial owner of 20% or
more of the shares of Common Stock or (B) prior to receiving such
notice such person ceases to be the beneficial owner of 20% or more
of the shares of Common Stock.
4. All capitalized terms used herein but not otherwise defined herein
shall have the meanings ascribed to them in the Rights Agreement.
5. Except as specifically amended by this Amendment, the Rights
Agreement shall remain in full force and effect.
6. Any reference to "this Agreement" or "the Rights Agreement" shall be
deemed to be a reference to the Rights Agreement as amended hereby.
7. This Amendment, all rights hereunder and provisions hereof, shall be
governed by, and construed in accordance with, the laws of the State of
Delaware without giving effect to principles of conflict of laws.
8. This Amendment may be executed by the parties in one or more
counterparts, all of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
effective as of the day and year first above written.
FM PROPERTIES INC.
Attest:
By: /s/Michael C. Kilanowski, Jr. By: /s/Richard C. Adkerson
Michael C. Kilanowski, Jr. Richard C. Adkerson
Secretary Chairman of the Board and
Chief Executive Officer
MELLON SECURITIES TRUST COMPANY
Attest:
By: /s/Linnette Samuels By: /s/Barry A. Shapiro
Linnette Samuels Barry A. Shapiro
Assistant Vice President Vice President
Draft dated April 17, 1997
NEWS RELEASE
NASDAQ Common Stock Symbol: FMPO
FM Properties Inc. Financial Contacts:
1615 Poydras Street Chris D. Sammons Craig E. Saporito
New Orleans, LA 70112 (504) 582-4474 (504) 582-4476
FM PROPERTIES INC. AMENDS STOCKHOLDER RIGHTS PLAN
NEW ORLEANS, LA., April 21, 1997 -- FM Properties Inc. (NASDAQ:FMPO) today
announced that its Board of Directors has amended its stockholder rights plan
to increase the percentage ownership threshold at which the plan is activated.
Previously, the rights issued under the plan would have become exercisable
whenever an individual or group purchased 15 percent or more of FMPO's common
stock. After the amendment, the rights will become exercisable whenever an
individual or group purchases 20 percent or more of FMPO's common stock. If a
stockholder exceeds the 20 percent threshold, all other stockholders will be
able to exercise their rights, which will entitle them to buy FMPO common stock
at a discounted price.
The amendment was adopted in response to a request from one of FMPO's
large stockholders, an investment advisory firm holding shares for numerous
clients, to allow it to increase such holdings above the current level of
approximately 14.9 percent. FMPO believes that the amended plan will continue
to provide important protection for all of its stockholders.
FMPO is engaged in the development and marketing of real estate in the
Austin, Dallas, Houston and San Antonio, Texas areas.