-----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, GyE1V1kd1d9IouqYIJ7eyDDdQMR/pPEwVQJsZ6qk7xV2py09ZYPKPIlUlx+dJF+p Dt2sM6YAjG2Shma5m3vg3w== /in/edgar/work/0000928385-00-002625/0000928385-00-002625.txt : 20000927 0000928385-00-002625.hdr.sgml : 20000927 ACCESSION NUMBER: 0000928385-00-002625 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNBURST HOSPITALITY CORP CENTRAL INDEX KEY: 0001018146 STANDARD INDUSTRIAL CLASSIFICATION: [7011 ] IRS NUMBER: 521985619 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 001-11915 FILM NUMBER: 728440 BUSINESS ADDRESS: STREET 1: 10770 COLUMBIA PIKE CITY: SILVER SPRING STATE: MD ZIP: 20901 BUSINESS PHONE: 3019795000 MAIL ADDRESS: STREET 1: 10770 COLUMBIA PIKE CITY: SILVER SPRING STATE: MD ZIP: 20901 FORMER COMPANY: FORMER CONFORMED NAME: CHOICE HOTELS INTERNATIONAL INC DATE OF NAME CHANGE: 19970108 FORMER COMPANY: FORMER CONFORMED NAME: CHOICE HOTELS HOLDINGS INC DATE OF NAME CHANGE: 19960705 DEFA14A 1 0001.txt DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ x ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ x ] Soliciting Material Pursuant to (S) 240.14a-12 SUNBURST HOSPITALITY CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ x ] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------------- (5) Total fee paid:---------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: ------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------------- (3) Filing Party: ------------------------------------------------------------------------------- (4) Date Filed: ------------------------------------------------------------------------------- Press Release Sunburst Hospitality Announces Agreement to be Acquired by Shareholder Group SILVER SPRING, Md.-- Sept. 20, 2000--Sunburst Hospitality Corporation (NYSE: SNB), a hotel ownership and management company, announced today that it has - --- entered into a definitive agreement to be acquired by a group of Sunburst's existing shareholders and management including Stewart Bainum Jr., Chairman of Sunburst's Board of Directors, James A. MacCutcheon, Chief Financial Officer, other members of the management of Sunburst and other members of the Bainum family. The transaction, which is structured as a recapitalization that requires shareholder approval, provides for the acquisition of all outstanding publicly held shares of common stock of Sunburst at a price of $7.375 per share in cash. The agreement was unanimously approved by Sunburst's Board of Directors acting upon the unanimous recommendation of a Special Committee of the Board of Directors, which is comprised of directors who are not affiliated with the group of purchasing stockholders. Salomon Smith Barney served as the financial advisor to the Special Committee. The agreement is conditioned upon approval of the holders of two-thirds of all outstanding shares of Sunburst and the approval by a majority of the shares that are not held by members of the group of purchasing stockholders. The acquiring group has arranged financing for the transaction through The Chase Manhattan Bank. Chase Securities Inc. is serving as exclusive financial advisor to the group of investors led by Mr. Bainum. "Management and the Board considered a number of alternatives over recent months, and this offer from the Bainum family and certain members of management was the best option presented for realizing shareholder value at Sunburst," said Donald Landry, the Chief Executive Officer of Sunburst. Mr. Landry added, "I have enjoyed leading Sunburst's growth and emergence as a public company, and am proud of the way the management team has developed. As Sunburst converts to a private company, it is time for me to hand the reins to the next generation of management and contribute as an advisor. I look forward to continuing to be a part of the Sunburst team, but I will step down as CEO as soon as we can complete an orderly transition." Sunburst also announced today that Jim MacCutcheon was elected by the Board of Directors to the position of Co-Chief Executive Officer and will become President and Chief Executive Officer upon completion of an orderly transition of CEO responsibilities from Don Landry. Sunburst also announced the promotions of Kevin Hanley to the position of Executive Vice President and Chief Operating Officer and Chuck Warczak to Senior Vice President and Chief Financial Officer. "Don Landry has created significant value for all of our stakeholders since joining our organization nine years ago and he has developed an extremely capable team of corporate executives and hotel operators," said Stewart Bainum, Jr., Chairman of the Board. "I am excited about Sunburst's transition into its next phase of corporate life and about the future of the organization," added Mr. Bainum. Sunburst plans to file a proxy statement with the Securities and Exchange Commission with respect to the proposed transaction, and the shareholder vote is expected to be completed near the end of the year. Stockholders are advised to read Sunburst's proxy statement when it is available because it will contain important information about the transaction and the conflicts of interest of certain directors and officers. Stockholders may obtain a free copy of Sunburst's proxy statement and any other relevant documents after they are filed with the U.S. Securities and Exchange Commission's web site at www.sec.gov. - ----------- This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including without limitation, future action or inaction by the Board of Directors and stockholders of Sunburst and regulatory authorities with respect to the matters referred to in this press release. Although Sunburst believes that the assumptions contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. Sunburst does not assume any obligation to update any forward looking statements contained in this release. Contact: - ------- Sunburst Hospitality Corporation Douglas H. Verner, Senior Vice President, General Counsel Secretary, 301/592-3890 or Pamela M. Williams, Vice President, Assistant General Counsel Assistant Secretary, 301/592-3891 -----END PRIVACY-ENHANCED MESSAGE-----