-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RVbc52WWbtuGXHpGREvoq6p90dMqdlYSqTv5U3DC1/cyp3mesW+u5pRx+T7zkDi4 1adYl1VO6zb5nV4gSGSWtw== 0000947871-04-001108.txt : 20040415 0000947871-04-001108.hdr.sgml : 20040415 20040415154754 ACCESSION NUMBER: 0000947871-04-001108 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040415 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXTENDED STAY AMERICA INC CENTRAL INDEX KEY: 0001002579 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 363996573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13125 FILM NUMBER: 04735891 BUSINESS ADDRESS: STREET 1: 100 DUNBAR ST CITY: SPARTANBURG STATE: SC ZIP: 29306 BUSINESS PHONE: 8645731600 8-K 1 f8k_041504.txt CURRENT REPORT UNITED STATES 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 April 15, 2004 --------------------------------------------------------------- Date of Report (Date of earliest event reported) EXTENDED STAY AMERICA, INC. --------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 001-13125 36-3996573 - ---------------------------- ---------------- ----------------------------- (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification Number) 100 Dunbar Street --------------------------------------------------------------- Spartanburg, SC 29306 (Address of principal executive offices) (zip code) (864) 573-1600 --------------------------------------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events. On April 15, 2004, Extended Stay America, Inc. issued a press release announcing that, as of 5:00 p.m., New York City time, on April 14, 2004, Extended Stay America, Inc. had received tenders and consents from holders of in excess of 83% of its 9.15% Senior Subordinated Notes due 2008 and in excess of 95% of its 9 7/8% Senior Subordinated Notes Due 2011 in connection with its previously announced cash tender offers and consent solicitations for the notes. A copy of the press release issued by Extended Stay on April 15, 2004 with respect to its cash tender offers and consent solicitations for its outstanding notes is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description of Exhibit 99.1 Press release, dated April 15, 2004, of Extended Stay America, Inc., announcing the receipt of tenders and consents with respect to its cash tender offers and consent solicitations for its outstanding notes 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 hereunto duly authorized. EXTENDED STAY AMERICA, INC. Date: April 15, 2004 By: /s/ James A. Ovenden -------------------------------------- Name: James A. Ovenden Title: Chief Financial Officer EXHIBIT INDEX Exhibit Number Description of Exhibit 99.1 Press release, dated April 15, 2004, of Extended Stay America, Inc., announcing the receipt of tenders and consents with respect to its cash tender offers and consent solicitations for its outstanding notes EX-99.1 3 ex99-1_041504.txt PRESS RELEASE DATED APRIL 15, 2004 Exhibit 99.1 For Immediate Release Contact: For Extended Stay America, Inc. Corry W. Oakes III, President and COO James A. Ovenden, CFO (864) 573-1600 EXTENDED STAY AMERICA RECEIVES REQUISITE CONSENTS WITH RESPECT TO ITS TENDER OFFERS AND CONSENT SOLICITATIONS FOR ITS OUTSTANDING NOTES Spartanburg, SC - April 15, 2004 - Extended Stay America, Inc. (NYSE: ESA) today announced that as of 5:00 p.m., New York City time, on April 14, 2004, it had received tenders and consents from holders of in excess of 83% of its 9.15% Senior Subordinated Notes due 2008 (the "2008 Notes") and in excess of 95% of its 9 7/8% Senior Subordinated Notes Due 2011 (the "2011 Notes" and together with the 2008 Notes, the "Notes") in connection with its previously announced cash tender offers (the "Offers") and consent solicitations for the Notes. The Offers and consent solicitations are being conducted in connection with Extended Stay America's previously announced agreement to merge with an affiliate of The Blackstone Group (the "Merger"). Extended Stay America will as soon as practicable execute supplemental indentures governing the 2008 Notes and 2011 Notes to (1) eliminate substantially all of the restrictive covenants in the indentures (and related references in Notes), and (2) shorten certain notice periods for any subsequent redemption of the Notes. Although the supplemental indentures will be executed as soon as practicable, the amendments will not become operative until immediately prior to the Merger and provided that all validly tendered Notes are accepted for purchase pursuant to the Offers upon consummation of the Merger. Notes may be tendered pursuant to the Offers until 8:00 a.m., New York City time, on May 11, 2004 (the "Tender Offer Expiration Date"), or such later date and time to which the Tender Offer Expiration Date is extended. Holders who validly tender Notes after 5:00 p.m., New York City time, on April 14, 2004 but prior to the Tender Offer Expiration Date will not receive the consent payment of $30.00 per $1,000 principal amount of Notes. This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Offers are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement dated March 31, 2004 and the related Consent and Letter of Transmittal, as the same may be amended from time to time. Persons with questions regarding the Offers should contact the Information Agent at (888) 887-0082 or the Dealer Managers at either (877) 696-2327 (Bear, Stearns & Co. Inc.) or (800) 624-1808 (Morgan Stanley & Co. Incorporated). -----END PRIVACY-ENHANCED MESSAGE-----