SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): OCTOBER 5, 1998
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RESORTQUEST INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 01-14115 62-1750532
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
530 OAK COURT DRIVE
SUITE 360
MEMPHIS, TN 38117
(901) 762-0600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OF ASSETS
On October 5, 1998, the Company completed the acquisition of all of the
outstanding stock of Abbott Realty Services, Inc. and Tops'l Sales Group, Inc.
(together, "Abbott Resorts"), property management and realty companies based in
Destin, Florida. Under the Stock Purchase Agreement by and among the Company,
Abbott Resorts and its shareholders, the Company agreed to pay a total of $33.7
million in shares of Company common stock and cash as well as to assume certain
indebtedness of Abbott Resorts. The aggregate consideration paid for Abbott
Resorts consisted of $26.7 million in cash, 757,040 shares of Common Stock of
the Company (valued at approximately $7.0 million based on the average of the
closing prices of the Company's Common Stock for the ten trading days prior to
the effective date of the Stock Purchase Agreement) and $6.9 million in debt
assumed. The amount of consideration was determined based on arms-length
negotiations. The Company utilized funds available under its credit facility
with NationsBank, N.A. and First Tennessee Bank, National Association to fund
the cash portion of the purchase price. The acquisition will be accounted for as
a purchase.
Abbott Resorts manages approximately 2,400 condominium and home rentals on
the Florida Gulf Coast. Abbott Resorts is the largest resort property management
company in Florida and has rental properties located in Fort Walton Beach,
Destin and South Walton, Florida. Abbott Resorts also operates Tops'l Beach &
Racquet Resort, a 55-acre tennis complex rated among the top 50 tennis resorts
in the U.S. by TENNIS magazine.
Revenues for Abbott Resorts for the 12 months ended June 30, 1998 totaled
$28.1 million. The Company's pro forma revenue for the 12 months ended June 30,
1998 totaled $87.8 million.
The primary assets of Abbott Resorts include cash and cash equivalents,
trade and other receivables, property and equipment, and deferred income taxes
and other taxes. The Company expects to continue to utilize these assets in a
manner consistent with that of their historical usage.
Prior to the acquistion, the capital stock of Abbott Resorts was owned by
William W. Abbott, Jr., Stephen J. Abbott, James R. Steiner, Charles H. Van
Driver, Sue C. Van Driver and Angus G. Andrews. Upon the closing of the
acquisition of Abbott Resorts, William W. Abbott, Jr., Vice Chairman of Abbott
Resorts, became a director of the Company. James S. Olin, President of Abbott
Resorts, will remain as president of Abbott Resorts.
The foregoing descriptions are qualified in all respects by reference to
the full text of the acquisition agreement which is included as an exhibit to
this report.
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Not Applicable
ITEM 5. OTHER EVENTS
Not Applicable
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements of Business Acquired.
Audited Financial Statements of Abbott Resorts for the year ended July
31, 1998, as previously filed by the Company on October 16, 1998 as
pages F-33 through F-43 of Post-Effective Amendment No. 1 to the
Company's Registration Statement on Form S-1 (File No. 333-10623) and
incorporated herein by reference.
B. Pro Forma Financial Information.
Unaudited Pro Forma Consolidated Financial Statements and Notes (which
include the acquisition of Abbott Resorts), as previously filed by the
Company on October 16, 1998 as pages F-3 through F-14 of
Post-Effective Amendment No. 1 to the Company's Registration Statement
on Form S-1 (File No. 333-10623) and incorporated herein by reference.
C. Exhibits.
Stock Purchase Agreement, effective as of September 30, 1998, among
ResortQuest International, Inc., Abbott Realty Services, Inc., Tops'l
Sales Group, Inc., William W. Abbott, Jr., Stephen J. Abbott, James R.
Steiner, Charles H. Van Driver, Sue C. Van Driver and Angus G.
Andrews, as previously filed as Exhibit 2.15 to the Post-Effective
Amendment No. 1 to the Company's Registration Statement on Form S-1
(File No. 333-10623).
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ITEM 8. CHANGE IN FINANCIAL YEAR
Not Applicable
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Not Applicable
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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.
Dated: October 20, 1998 By: /s/ Jeffery M. Jarvis
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Name: Jeffery M. Jarvis
Title: Senior Vice President & Chief
Financial Officer
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EXHIBIT INDEX
1. Stock Purchase Agreement, effective as of September 30, 1998, by
and among ResortQuest International, Inc., Abbott Realty
Services, Inc., Tops'l Sales Group, Inc., William W. Abbott, Jr.,
Stephen J. Abbott, James R. Steiner, Charles H. Van Driver, Sue
C. Van Driver and Angus G. Andrews, as previously filed as
Exhibit 2.15 to the Post-Effective Amendment No. 1 to the
Company's Registration Statement on Form S-1 (File No.
333-10623).
2. Audited Financial Statements of Abbott Resorts for the year ended
July 31, 1998, as previously filed by the Company on October 16,
1998 as pages F-33 through F-43 of Post-Effective Amendment No. 1
to the Company's Registration Statement on Form S-1 (File No.
333-10623).
3. Unaudited Pro Forma Consolidated Financial Statements and Notes
(which include the acquisition of Abbott Resorts), as previously
filed by the Company on October 16, 1998 as pages F-3 through
F-14 of Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-1 (File No. 333-56703).
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