-----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, ED0wT2M9Hbp5KPRqEKDDhrJBp7H5sQOwv3Qwg0R4JYDIaV+DbgO0fZhfBlWZSozm NKgBdVv3dT6UVVpSayNMyw== 0000950131-97-002815.txt : 19970428 0000950131-97-002815.hdr.sgml : 19970428 ACCESSION NUMBER: 0000950131-97-002815 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970411 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970425 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27360 FILM NUMBER: 97587895 BUSINESS ADDRESS: STREET 1: 450 E LAS OLAS BLVD STREET 2: STE 1100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547131600 MAIL ADDRESS: STREET 1: 450 E LAS OLAS BLVD STREET 2: STE 1100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 8-K 1 FORM 8-K DATED 4/11/97 ================================================================================ 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 Date of Report (Date of earliest event reported): April 11, 1997 ____________________ EXTENDED STAY AMERICA, INC. (Exact name of registrant as specified in its charter)
Delaware 0-27360 36-3996573 (State or other jurisdiction of (Commission File (IRS Employer incorporation or organization) Number) Identification No.)
450 E. Las Olas Boulevard Ft. Lauderdale, Florida 33301 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (954) 713-1600 ____________________ ================================================================================ Item 2. Acquisition of Assets. On April 11, 1997 (the "Closing Date"), Extended Stay America, Inc. (the "Company") and ESA Merger Sub, Inc., a wholly-owned subsidiary of the Company ("Merger Sub"), completed a merger (the "Merger") with Studio Plus Hotels, Inc. ("Studio Plus") in accordance with the terms of an Agreement and Plan of Merger (the "Merger Agreement") by and between the parties dated January 16, 1997. Pursuant to the terms of the Merger Agreement, Studio Plus was merged with and into Merger Sub and the 12,557,807 shares of Studio Plus common stock which were outstanding on the Closing Date were converted into the right to receive approximately 15,411,000 shares of common stock, par value $.01 per share, of the Company. As of March 31, 1997, Studio Plus owned and operated 38 mid-priced extended-stay lodging facilities and had approximately 19 facilities under construction and contracts to purchase approximately 17 additional sites for development (collectively, the "Studio Plus Facilities"). The Company intends to operate the Studio Plus Facilities in substantially their present form. The terms of the Merger, including the exchange ratio, were determined through arm's-length negotiations, based on past and projected levels of revenue and profitability of Studio Plus, the market price of Studio Plus' common stock, and the value of the assets acquired. The Merger was accounted for as a "pooling of interests." A copy of the Merger Agreement is filed herewith as Exhibit 2.1 and is incorporated herein by this reference. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. ----------------------------------------- The required financial statements of the business acquired are hereby incorporated by reference to Studio Plus' Annual Report on Form 10-K for the year ended December 31, 1996 under the caption "Financial Statements and Supplementary Data" appearing on pages 12 through 25 therein. (b) Pro Forma Financial Information. ------------------------------- The required pro forma financial information relating to the business acquired is hereby incorporated by reference to the Company's Registration Statement on Form S-4 (the "Registration Statement") under the caption "Unaudited Pro Forma Condensed Combined Financial Statements of ESA and Studio Plus" appearing on pages 54 through 60 of the Joint Proxy Statement/Prospectus constituting part of the Registration Statement. (c) Exhibits. -------- The exhibits to this report are listed in the Exhibit Index set forth elsewhere herein. 2 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. By: /s/ Robert A. Brannon --------------------------- Robert A. Brannon Senior Vice President and Chief Financial Officer Dated: April 25, 1997 3 EXTENDED STAY AMERICA, INC. --------------------------- Exhibit Index ------------- Exhibit Number Description of Exhibit ------- ---------------------- 2.1 Agreement and Plan of Merger dated as of January 16, 1997 by and among Extended Stay America, Inc., ESA Merger Sub, Inc., and Studio Plus Hotels, Inc. ("Studio Plus") (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated January 21, 1997). 23.1 Consent of Coopers & Lybrand L.L.P. 99.1 Audited consolidated financial statements of Studio Plus for the three years ended December 31, 1996 (incorporated by reference to Studio Plus' Annual Report on Form 10-K for the fiscal year ended December 31, 1996). 99.2 Unaudited pro forma condensed combined statements of income of the Company and Studio Plus for the three years ended December 31, 1996 and unaudited pro forma condensed combined balance sheet of the Company and Studio Plus as of December 31, 1996 (incorporated by reference to the Company's Registration Statement on Form S-4, Registration No. 333-22495). 4 EX-23.1 2 CONSENT OF COOPERS & LYBRAND LLP CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference of our report dated February 4, 1997, on our audit of the consolidated financial statements of Studio Plus Hotels, Inc. ("Studio Plus") as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996 in (i) the Company's Registration Statement on Form S-8, Registration No. 333-10255; (ii) the Company's Registration Statement on Form S-8, Registration No. 333-25639; (iii) the Company's Registration Statement on Form S-3, Registration No. 333-100; and (iv) the Company's Registration Statement on Form S-3, Registration No. 333- 21625, which report and financial statements are incorporated by reference to Studio Plus' Annual Report on Form 10-K for the fiscal year ended December 31, 1996. COOPERS & LYBRAND L.L.P. Cincinnati, Ohio April 25, 1997 -----END PRIVACY-ENHANCED MESSAGE-----