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.