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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
SUN COMMUNITIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Maryland 38-3144240
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(State of incorporation (I.R.S. Employer Identification Number)
or organization)
31700 Middlebelt Road, Suite 145, Farmington Hills, Michigan 48334
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(Address of Principal Executive Offices)
(248) 932-3100
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(Issuer's Telephone Number)
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 Name of each exchange on which
to be so registered each class is to be registered
Preferred share purchase rights New York Stock Exchange
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On April 24, 1998, the Board of Directors of Sun Communities, Inc. (the
"Company") declared, subject to the receipt of certain regulatory clearances, 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 on June 9, 1998 to stockholders of record as of the close of business on
June 8, 1998 (the "Record Date"). Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of Junior Participating
Preferred Stock (the "Preferred Stock"), at a price of $125 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 State Street Bank and Trust Company,
as Rights Agent (the "Rights Agent"), dated as of April 24, 1998.
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 (an "Acquiring Person") acquired, or obtained
the right to acquire, beneficial ownership of Common Stock or other voting
securities ("Voting Stock") that have 15% 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 acquiring, or
obtaining the right to acquire, beneficial ownership of Voting Stock having 15%
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. 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. The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only with the
Company's Common Stock and the surrender for transfer of any of the Company's
Common Stock certificates outstanding 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 are not exercisable until the Distribution Date. The Rights
will expire at the close of business on June 8, 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 any of the
events 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
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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.
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) 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 the close of business 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 series of the Company's
preferred stock ranking prior and superior to the 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
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$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 certain
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 Rights 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 99.1. 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.
Exhibit Description of Exhibit
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99.1 Rights Agreement between Sun Communities, Inc.
and State Street Bank and Trust Company, dated as
of April 24, 1998
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.
SUN COMMUNITIES, INC.
Date: May 27, 1998 By: /s/ Jeffrey P. Jorissen
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Jeffrey P. Jorissen, Senior
Vice President, Treasurer,
Chief Financial Officer, and
Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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Exhibit 99.1 Rights Agreement between Sun Communities, Inc.
and State Street Bank and Trust Company, dated
as of April 24, 1998.