Exhibit 1.4
GRAND COURT LIFESTYLES, INC
1,500,000 SHARES OF STOCK (1)
1,500,000 SHARES OF PREFERRED STOCK (2)
SELECTED DEALER AGREEMENT
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Ladies and Gentlemen:
1. Registration under the Securities Act of 1933, as
amended (the "Act"), of 1,500,000 shares of common stock, $.01
par value ("Common Stock") and 1,500,000 shares of __% Senior
Convertible Redeemable Preferred Stock, $.0001 par value
("Preferred Stock") of Grand Court Lifestyles, Inc., a Delaware
corporation (the "Company"), as more fully described in the final
prospectus enclosed herewith (the "Prospectus"), has become
effective. We are offering certain of the shares of Common Stock
and Preferred Stock for purchase by a selected group on the terms
and conditions stated herein.
Authorized $10.00 per share of Common Stock.
Public $10.00 per share of Preferred Stock.
Offering Price:
Dealers' Not to exceed $_____ per share of Common Stock
Selling and $____ per share of Preferred Stock payable
Concession: upon termination of the Selected Dealer
Agreement, except as provided below. We reserve
the right not to pay such concession on any of
the shares of Common Stock or Preferred Stock
purchased by any of the Selected Dealers from
us and repurchased by us at or below the price
stated above prior to such termination.
Delivery and Delivery of the shares of Common Stock and
Payment: Preferred Stock shall be made on or about
___________, 1997 or such later date as we may
advise, at the office of National Securities
Corporation, 0000 Xxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxxxxx 00000, or at such other
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1 Plus the Over-Allotment Option available to the Underwriters
to purchase up to an additional 225,000 shares of Common
Stock, subject to certain terms and conditions as described
in the Underwriting Agreement.
2 Plus the Over-Allotment Option available to the Underwriters
to purchase up to an additional 225,000 shares of Preferred
Stock, subject to certain terms and conditions as described
in the Underwriting Agreement.
place as we shall specify on not less than one
day's notice to you. Payment for the shares of
Common Stock and Preferred Stock is to be made,
against delivery, at the full authorized public
offering price stated above, or, if we shall so
advise you, at the public offering price less
the dealers' selling concession stated above,
by a certified or official bank check payable
to the order of National Securities
Corporation, in New York Clearing House Funds.
Termination: This Agreement shall terminate at the close of
business on the 45th day following the
effective date of the Registration Statement
(of which the enclosed Prospectus forms a
part), unless extended at our discretion for a
period or periods not to exceed in the 45
additional days. We may terminate this
Agreement, whether or not extended, at any time
without notice.
2. Except as otherwise expressly provided in this
Agreement, members of the Selected Dealers may immediately offer
the shares of Common Stock and Preferred Stock for sale and take
orders therefor only at the public offering price, subject to
confirmation and allotment by us. We, in turn, are prepared to
receive orders subject to confirmation and allotment by us. We
reserve the right to reject any order in whole or in part or to
allot less than the number of shares of Common Stock and
Preferred Stock applied for. Orders transmitted by telephone must
be promptly confirmed by letter or telegram.
3. You, by becoming a member of the Selected Dealers,
agree (a) to take up and pay for the number of shares of Common
Stock and Preferred Stock allotted and confirmed to you, (b) not
to use any of the shares of Common Stock or Preferred Stock to
reduce or cover any short position you may have, (c) upon our
request, to advise us of the number of shares of Common Stock and
Preferred Stock purchased from us as manager of the Selected
Dealers remaining unsold by you and to resell to us any or all of
such unsold shares of Common Stock and Preferred Stock at the
public offering price stated above, less all or such part of the
concession allowed you as we may determine, and (d) to make
available a copy of the Prospectus to all persons who on your
behalf will solicit orders for the shares of Common Stock and
Preferred Stock prior to the making of such solicitations by such
persons. You are not authorized to give any information or to
make any representations other than those contained in the
Prospectus or any supplements or amendments thereto.
4. As contemplated by Rule l5c2-8 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), we agree
to mail a copy of the Prospectus to any person making a written
request therefor during the period referred to in the rules and
regulations adopted under the Exchange Act, the mailing to be
made to the address given in the request. You confirm that you
have delivered all preliminary prospectuses and revised
preliminary prospectus, if any, required to be delivered under
the provisions of Rule 15c2-8 and agree to deliver all copies of
the Prospectus required to be delivered thereunder. We have
heretofore delivered to you such preliminary prospectuses as have
been required by you, receipt of which is hereby acknowledged,
and will deliver such further prospectuses as may be requested by
you.
5. You agree that until termination of this Agreement you
will not make purchases or sales of the shares of Common Stock or
Preferred Stock except (a) pursuant to this Agreement, (b)
pursuant to authorization received from us, or (c) in the
ordinary course of business as broker or agent for a customer
pursuant to any unsolicited order.
6. Additional copies of the Prospectus and any supplements
or amendments thereto shall be supplied in reasonable quantity
upon request.
7. The shares of Common Stock and Preferred Stock are
offered by us for delivery when, as and if sold to, and accepted
by, us and subject to the terms herein and in the Prospectus or
any supplements or amendments thereto, to our right to vary the
concessions and terms of offering after their release for public
sale, to approval of counsel as to legal matters and to
withdrawal, cancellation or modification of the offer without
notice.
8. Upon written application to us, you shall be informed
as to the jurisdictions under the securities or blue sky laws of
which we believe the shares of Common Stock and Preferred Stock
are eligible for sale, but we assume no responsibility as to such
eligibility or the right of any member of the Selected Dealers to
sell any of the shares of Common Stock and Preferred Stock in any
jurisdiction. We have caused to be filed a Further State Notice
relating to such of the shares of Common Stock and Preferred
Stock to be offered to the public in New York in the form
required by, and pursuant to, the provisions of Article 23A of
the General Business Law of the State of New York. Upon the
completion of the public offering contemplated herein, each
member of the Selected Dealers agrees to promptly furnish to us,
upon our request, territorial distribution reports setting forth
each jurisdiction in which sales of the shares of Common Stock
and Preferred Stock were made by such member, the number of
shares of Common Stock and Preferred Stock sold in such
jurisdiction, and any further information as we may request, in
order to permit us to file on a timely basis any report which we
as underwriter of the offering or manager of the Selected Dealers
may be required to file pursuant to the securities or blue sky
laws of any jurisdiction.
9. You, by becoming a member of the Selected Dealers
represent that you are (a) a member in good standing of the NASD,
or (b) a foreign dealer, who is not eligible for membership in
said NASD and has agreed not to sell the shares of Common Stock
and Preferred Stock (i) to purchasers in, or to persons who are
nationals of, the United States of America, and (ii) except in
compliance with (A) the Interpretation with Respect to Free-
Riding and Withholding of said NASD as to sales outside the
United States and (B) Sections 8, 24, 25 (applicable to a
non-member broker/dealer in a foreign country) and 36 of said
NASD's Rules of Fair Practice. In addition, if you are a member
of the NASD you confirm that you will not reallow any commissions
to any non-member broker/dealers, including foreign
broker/dealers registered pursuant to the Exchange Act.
10. You, by becoming a member of the Selected Dealers
represent that (a) neither you nor any of your directors,
officers, partners or "persons associated with" you (as defined
in the By-Laws of the NASD) nor, to your knowledge, any "related
person" (defined by the NASD to include counsel, financial
consultants and advisors, finders, members of the selling or
distribution groups, and any other persons associated with or
related to any of the foregoing) or any other broker-dealer, (i)
within the last 18 months have purchased in private transactions,
or intends before, at or within six months after the commencement
of the public offering of the shares of Common Stock and
Preferred Stock to purchase in private transactions, any
securities of the Company or any parent, predecessor, or
subsidiary thereof, (ii) within the last 12 months had any
dealings with any of the Company or the parent, predecessor,
subsidiary or controlling shareholder thereof or (iii) have,
except as contemplated by this agreement, any agreement,
arrangement. or understanding to receive compensation in
connection with (as defined by the NASD) the distribution of the
shares of Common Stock and Preferred Stock.
11. Nothing herein shall constitute any members of the
Selected Dealers partners with us or with each other, but you
agree, notwithstanding any prior settlement of accounts or
termination of this Agreement, to bear your proper proportion of
any tax or other liability based upon the claim that the Selected
Dealers constitute a partnership, association, unincorporated
business or other separate entity and a like share of any
expenses of resisting any such claim.
12. We shall be the underwriter of the offering and manager
of the Selected Dealers and shall have full authority to take
such action as we may deem advisable in respect of all matters
pertaining to the offering or the Selected Dealers or any members
of them. Except as expressly stated herein, or as may arise under
the Act, we shall be under no liability to any member of the
Selected Dealers as such for, or in respect of, (i) the validity
or value of the shares of Common Stock and Preferred Stock, (ii)
the form of, or the statements contained in, the Prospectus, the
Registration Statement of which the Prospectus forms a part, any
supplements or amendments to the Prospectus or such Registration
Statement, any preliminary prospectus, any instruments executed
by, or obtained or any supplemental sales data or other letters
from, the Company, or others, (iii) the form or validity of the
Underwriting Agreement, or this Agreement, (iv) the eligibility
of any of the shares of Common Stock and Preferred Stock for sale
under the laws of any jurisdiction, (v) the delivery of the
shares of Common Stock and Preferred Stock, (vi) the performance
by the Company or others of any agreement on its or their part,
(vii) or any matter in connection with any of the foregoing,
except our own want of good faith.
13. If for federal income tax purposes the Selected
Dealers, among themselves or with the underwriters, should be
deemed to constitute a partnership, then we elect to be excluded
from the application of Subchapter K, Chapter 1, Subtitle A of
the Internal Revenue Code of 1986, as amended, and we agree not
to take any position inconsistent with such selection. We
authorize you, in your discretion, to execute and file on our
behalf such evidence of such selection as may be required by the
Internal Revenue Service.
14. All communications from you shall be addressed to us
care of National Securities Corporation, West 000 Xxxxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000, Attention:
Syndicate Department. Any notice from us to you shall be deemed
to have been fully authorized by the underwriters and to have
been duly given if mailed, telegraphed or telexed to you at the
address to which this letter is mailed. This Agreement shall be
construed in accordance with the laws of the State of New York
without giving effect to conflict of laws. Time is of the essence
in this Agreement.
If you desire to become a member of the Selected Dealers,
please advise us to that effect immediately by telegram and sign
and return to us the enclosed counterpart of this letter.
Very truly yours,
NATIONAL SECURITIES CORPORATION
By:____________________________
Xxxxxx X. Xxxxxxxxx
Chairman
We accept membership in the Selected Dealers on the terms
specified above and acknowledge receipt of the final Prospectus.
In purchasing any shares of Common Stock or Preferred Stock, we
have relied solely on the final Prospectus and on no other
statements, written or oral.
Dated:______________ ___, 1997.
__________________________________
By:_______________________________
