-----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, N/vWMXDV3tiudmGbPLPwsp0JaHtgYsGTcw+VuuZKEggNEWaoeIeUGMk5hV0fQxCg mG0dDPiEMcYJKis31JxSoQ== 0000947871-04-001309.txt : 20040507 0000947871-04-001309.hdr.sgml : 20040507 20040507165139 ACCESSION NUMBER: 0000947871-04-001309 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040507 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040507 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: 04789781 BUSINESS ADDRESS: STREET 1: 100 DUNBAR ST CITY: SPARTANBURG STATE: SC ZIP: 29306 BUSINESS PHONE: 8645731600 8-K 1 f8k_050704.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 May 7, 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 May 7, 2004, Extended Stay America, Inc. (the "Company") issued a press release announcing that the stockholders of the Company voted to adopt the Agreement and Plan of Merger among the Company and affiliates of The Blackstone Group at a special stockholders' meeting. In addition, on May 7, 2004, the Company issued a press release announcing the determination of the purchase price to be paid in its previously announced cash tender offer and consent solicitation for all of its 9-7/8% Senior Subordinated Notes due 2011. A copy of the press release issued by Extended Stay America, Inc. on May 7, 2004, announcing the adoption of the merger agreement at the special stockholders' meeting is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the press release issued by Extended Stay America, Inc. on May 7, 2004, announcing the purchase price to be paid in its cash tender offer and consent solicitation is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description of Exhibit 99.1 Press release, dated May 7, 2004, of Extended Stay America, Inc., announcing the adoption of the merger agreement at the special stockholders' meeting 99.2 Press release, dated May 7, 2004, of Extended Stay America, Inc., announcing the purchase price to be paid in its cash tender offer and consent solicitation 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: May 7, 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 May 7, 2004, of Extended Stay America, Inc., announcing the adoption of the merger agreement at the special stockholders' meeting 99.2 Press release, dated May 7, 2004, of Extended Stay America, Inc., announcing the purchase price to be paid in its cash tender offer and consent solicitation EX-99.1 2 ex99-1_050704.txt PRESS RELEASE DATED MAY 7, 2004 EXHIBIT 99.1 [EXTENDED STAYAMERICA LOGO] 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, INC. STOCKHOLDERS APPROVE MERGER AGREEMENT Spartanburg, SC - May 7, 2004 - Extended Stay America, Inc. (NYSE: ESA) announced today that the stockholders of the Company voted to adopt the Agreement and Plan of Merger among the Company and affiliates of The Blackstone Group at a special stockholders' meeting held today in Spartanburg, SC. Approximately 99.9 percent of stockholders present and voting adopted the merger agreement. The number of shares voting to adopt the merger agreement represents approximately 79.3 percent of the total number of shares outstanding and entitled to vote. The proposed merger was announced on March 5, 2004 and is expected to close on or about May 11, 2004, pending the satisfaction or waiver of all the conditions set forth in the merger agreement. Under the terms of the merger agreement, ESA stockholders will receive $19.625 per share in cash, without interest. ESA currently operates 475 extended-stay hotels in 42 states and has been the fastest growing owned and operated hotel company since its founding in January 1995. Certain statements and information included in this press release constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements. Additional discussion of factors that could cause actual results to differ materially from management's projections, forecasts, estimates and expectations is contained in the Company's SEC filings. ### EX-99.2 3 ex99-2_050704.txt PRESS RELEASE DATED MAY 7, 2004 EXHIBIT 99.2 [LOGO] 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, INC. ANNOUNCES DETERMINATION OF PURCHASE PRICE IN ITS TENDER OFFER FOR ITS 9-7/8% SENIOR SUBORDINATED NOTES DUE 2011 Spartanburg, SC - May 7, 2004 - Extended Stay America, Inc. announced today the determination of the consideration to be paid in its previously announced cash tender offer (the "Offer") and consent solicitation for any and all of its 9-7/8% Senior Subordinated Notes due 2011 (the "2011 Notes"). The total consideration for the 2011 Notes, which will be payable in respect of 2011 Notes accepted for payment that were validly tendered with consents and not withdrawn on or prior to 5:00 p.m., New York City time, on April 14, 2004, will be $1,181.10 for each $1,000 principal amount of 2011 Notes. 2011 Notes accepted for payment that are validly tendered subsequent to April 14, 2004 but on or prior to May 11, 2004, will receive the purchase price of $1,151.10 for each $1,000 principal amount of 2011 Notes accepted for payment in the Offer, which is equal to the total consideration minus the consent payment of $30 per $1,000 principal amount. In addition to the total consideration or purchase price payable in respect of 2011 Notes purchased in the Offer, the Company will pay accrued and unpaid interest to but not including the payment date for 2011 Notes purchased in the Offer. The total consideration for the 2011 Notes was determined as of 2:00 p.m., New York City time, today by reference to a fixed spread of 50 basis points above the yield to maturity of the 2.00% U.S. Treasury Note due May 15, 2006. The Offer will expire at 8:00 a.m., New York City time, on May 11, 2004, unless extended or earlier terminated. The Offer, the related tender offer for the company's 9.15% Senior Subordinated Notes due 2008 and concurrent 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"). The consummation of the tender offers is conditioned upon the successful completion of the Merger, among other conditions. The settlement date will promptly follow the expiration date. This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The tender 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 tender 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-----