-----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, AmPwFvAsQ+SoVok09o5X4Y+/mNSeslRSqq2Qrp/xbmCg0+1GMXmjSlxV5HZxf2VA z4pn/HDd87ufGrkB7gbwmg== 0000950131-96-002555.txt : 19960603 0000950131-96-002555.hdr.sgml : 19960603 ACCESSION NUMBER: 0000950131-96-002555 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 2 333-03373 FILED AS OF DATE: 19960530 EFFECTIVENESS DATE: 19960530 SROS: NASD 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: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-04853 FILM NUMBER: 96574969 BUSINESS ADDRESS: STREET 1: 500 E BROWARD BLVD STREET 2: STE 950 CITY: FORT LAUDERDALE STATE: FL ZIP: 33394 BUSINESS PHONE: 9547131600 MAIL ADDRESS: STREET 1: 500 E BROWARD BLVD STREET 2: STE 950 CITY: FORT LAUDERDALE STATE: FL ZIP: 33394 S-1MEF 1 FORM S-1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1996 REGISTRATION NO. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- EXTENDED STAY AMERICA, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 7011 36-3996573 (STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION) 500 E. BROWARD BOULEVARD FT. LAUDERDALE, FLORIDA 33394 TELEPHONE (954) 713-1600 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) --------------- GEORGE D. JOHNSON, JR. CHIEF EXECUTIVE OFFICER EXTENDED STAY AMERICA, INC. 500 E. BROWARD BOULEVARD FT. LAUDERDALE, FLORIDA 33394 TELEPHONE (954) 713-1600 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) JOHN T. MCCARTHY, ESQ. JOHN J. SABL, ESQ. BELL, BOYD & LLOYD SIDLEY & AUSTIN THREE FIRST NATIONAL PLAZA ONE FIRST NATIONAL PLAZA CHICAGO, ILLINOIS 60602 CHICAGO, ILLINOIS 60603 TELEPHONE: (312) 372-1121 TELEPHONE: (312) 853-7000 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC. As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [X] Reg. No. 333-03373 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [_] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM AMOUNT MAXIMUM AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) FEE - ------------------------------------------------------------------------------------------------------- 1,725,000 Common Stock, par value $.01 per share.... shares $31.75 $54,768,750 $18,886 - -------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- (1) Includes 225,000 shares of Common Stock which may be purchased pursuant to an over-allotment option granted by the Company to the Underwriters. (2) Calculated in accordance with Rule 457(c) and based upon the closing sale price of Extended Stay America, Inc. common stock reported on the Nasdaq National Market on May 30, 1996, as reported in The Wall Street Journal. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (Reg. No. 333-03373) filed by Extended Stay America, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") on May 9, 1996, as amended by the Amendment No. 1 to Registration Statement on Form S-1 filed by the Company with the Commission on May 14, 1996, and as further amended by the Amendment No. 2 to Registration Statement on Form S-1 filed by the Company with the Commission on May 28, 1996, which was declared effective by the Commission on May 30, 1996, is incorporated herein by reference. SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FT. LAUDERDALE, STATE OF FLORIDA, ON MAY 30TH, 1996. Extended Stay America, Inc. /s/ Robert A. Brannon By:__________________________________ Robert A. Brannon Senior Vice President and Chief Financial Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON MAY 30TH, 1996.
SIGNATURE TITLE --------- ----- PRINCIPAL EXECUTIVE OFFICER: George D. Johnson, Jr.* President and Chief Executive Officer PRINCIPAL FINANCIAL OFFICER: /s/ Robert A. Brannon Senior Vice President, Chief Financial ___________________________________________ Officer, Secretary, and Treasurer Robert A. Brannon PRINCIPAL ACCOUNTING OFFICER: Gregory R. Moxley* Vice President--Finance and Controller A MAJORITY OF THE DIRECTORS: H. Wayne Huizenga* Director Donald F. Flynn* Director George D. Johnson, Jr.* Director Stewart H. Johnson* Director John J. Melk* Director Peer Pedersen* Director
/s/ Robert A. Brannon *By:_________________________________ Robert A. Brannon Attorney-in-fact II-1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this registration statement on Form S-1 of our report dated January 26, 1996 on our audit of the consolidated financial statements of Extended Stay America, Inc., our report dated January 26, 1996 on our audits of the financial statements of Apartment/Inn, L.P., our report dated February 23, 1996 on our audits of the combined financial statements of Hometown Inn I, LTD and Hometown Inn II, LTD, our report dated October 16, 1995 on our audits of the financial statements of Welcome Inn America 89-1, L.P. and our report dated May 4, 1996 on our audit of the financial statements of Kipling Hospitality Enterprise Corporation. We also consent to the references to our firm under the captions "Experts" and "Selected Financial Data." Coopers & Lybrand L.L.P. Spartanburg, South Carolina May 30, 1996 II-2 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE+ ------- ---------------------- ----- 1.1++ Revised Proposed form of Underwriting Agreement. 2.1* Contribution Agreement, dated August 18, 1995, between the Company and Welcome Inn America 89-1, L.P. 2.2** Agreement to Purchase Hotel and related agreements dated January 24, 1996 between the Company and John W. Baker and Apartment/Inn, L.P. 2.3** Agreement to Purchase Hotel and related agreements dated February 23, 1996 among ESA 0992, Inc., ESA 0993, Inc., Hometown Inn I, LTD, and Hometown Inn II, LTD. 2.4*** Agreement to Purchase Hotel dated May 1, 1996 and re- lated agreements among ESA Properties, Inc., Kipling Hospitality Enterprise Corporation, and J. Craig McBride 3.1* Restated Certificate of Incorporation of the Company 3.2* Amended and Restated Bylaws of the Company 4.1* Specimen certificate representing shares of Common Stock 5.1 Opinion of Bell, Boyd & Lloyd as to the legality of the Common Stock 10.1* Form of Subscription Agreement and related Demand Note and Stockholders Agreement between the Company and ap- proximately 30 investors entered into in August 1995 10.2(a)* Commitment for Mortgage Facility between the Company and DLJ Mortgage Capital, Inc. ("DLJMC") 10.2(b)* Mortgage Facility, dated October 31, 1995, between the Company and DLJMC 10.3*** Amended and Restated 1995 Employee Stock Option Plan of the Company 10.4* Employment Agreement, dated as of June 1, 1995, between ESA Development, Inc. and Harold E. Wright 10.5* Stock Option Agreement, dated as of June 1, 1995, be- tween ESA Development, Inc. and Harold E. Wright 10.6*** 1995 Stock Option Plan for Non-Employee Directors of the Company 10.7* Contract to Buy and Sell Real Property, dated April 20, 1995, between the Company and North Town Associates, L.P. 10.8* Aircraft Dry Lease, dated June 12, 1995, between Wyoming Associates, Inc. and the Company 10.9* Aircraft Dry Lease, dated June 12, 1995, between Wyoming Associates, Inc. and the Company 10.10*** Amended and Restated 1996 Employee Stock Option Plan of the Company 10.11*** Employment Agreement, dated as of March 18, 1996, be- tween ESA Development, and Harold E. Wright 10.12++ Aircraft Dry Lease, dated April 5, 1996, between Morgan Corp. and the Company 10.13*** Homestead Motorsports Complex Executive Suite License Agreement dated February 14, 1996 among The Homestead Motorsports Joint Venture, Miami Motorsports Joint Ven- ture, and the Company 10.14*** Joe Robbie Stadium Executive Suite License Agreement dated March 18, 1996 between Robbie Stadium Corporation and the Company
EX-1
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE+ ------- ---------------------- ----- 10.15(a)*** Commitment letter for mortgage facility between the Company and CS First Boston Mortgage Capital Corporation ("CSFBMC") 10.15(b)++ Credit Facility Agreement, dated May 24, 1996, between the Company and CSFBMC 11.1*** Revised Statement re: Computation of Per Share Loss 21.1++ List of subsidiaries of the Company 23.1 Consent of Coopers & Lybrand L.L.P. (included in Part II of this registration statement) 23.2 Consent of Bell, Boyd & Lloyd (included in Exhibit 5.1) 24.1* Powers of Attorney (included on the signature page of this registration statement) 27.1++ Financial Data Schedule (for EDGAR filings only)
- --------------------- ++Incorporated by reference to the corresponding exhibit to the Company's Registration Statement on Form S-1, Registration No. 333-03373. *Incorporated by reference to the corresponding exhibit to the Company's Registration Statement on Form S-1, Registration No. 33-98452. **Incorporated by reference to the corresponding exhibit to the Company's Registration Statement on Form S-1, Registration No. 333-102. ***Incorporated by reference to the corresponding exhibit to the Company's Report on Form 10-Q for the quarter ended March 31, 1996. +This information appears only in the manually signed copy of this Registration Statement. EX-2 EX-5.1 2 OPINION OF BELL BOYD & LLOYD [LETTERHEAD OF BELL, BOYD & LLOYD] May 30, 1996 Extended Stay America, Inc. 500 E. Broward Boulevard Ft. Lauderdale, Florida 33394 Ladies and Gentlemen: REGISTRATION STATEMENT ON FORM S-1 We have represented Extended Stay America, Inc., a Delaware corporation (the "Company"), in connection with the preparation of a registration statement on Form S-1 (the "Registration Statement"), filed under the Securities Act of 1933, as amended, for the purpose of registering 1,725,000 shares of common stock, $.01 par value (the "Common Stock"), of the Company (the "Shares") to be sold by the Company to a group of underwriters pursuant to an underwriting agreement (the "Underwriting Agreement"), which Shares include 225,000 shares of Common Stock which may be issued by the Company pursuant to an over-allotment option granted to the underwriters. In this connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate and other records, certificates and other papers as we deemed it necessary to examine for the purpose of this opinion, including the Registration Statement, the form of Underwriting Agreement and pertinent resolutions of the board of directors of the Company. Based upon such examination, it is our opinion that the Shares are legally authorized and, upon issuance and delivery thereof to the underwriters in accordance with the terms of the Underwriting Agreement and the receipt by the Company of the purchase price therefor, will be legally issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references made to us in the Prospectus forming a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933. Very truly yours, /s/ Bell, Boyd & Lloyd -----END PRIVACY-ENHANCED MESSAGE-----