-----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, Pv6S5jd+Ull8UrE6l7RU3hyHx3+Awaghb/GSZP7lnrEHL0C8Jk9Ej4nEO0kgNqKZ HIbkOIU8jHqCY254Jlz0lA== 0000928385-02-001832.txt : 20020506 0000928385-02-001832.hdr.sgml : 20020506 ACCESSION NUMBER: 0000928385-02-001832 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020430 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHOICE HOTELS INTERNATIONAL INC /DE CENTRAL INDEX KEY: 0001046311 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521209792 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13393 FILM NUMBER: 02634813 BUSINESS ADDRESS: STREET 1: 10750 COLUMBIA PIKE CITY: SILVER SPRING STATE: MD ZIP: 20901 BUSINESS PHONE: 3015925056 FORMER COMPANY: FORMER CONFORMED NAME: CHOICE HOTELS FRANCHISING INC DATE OF NAME CHANGE: 19971118 FORMER COMPANY: FORMER CONFORMED NAME: CHOICE HOTELS INTERNATIONAL INC/ DATE OF NAME CHANGE: 19971022 8-K 1 d8k.txt CURRENT REPORT 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 30, 2002 Choice Hotels International, Inc. --------------------------------- (Exact name of registrant as specified in its charter) Delaware 52-1209792 -------- ---------- (State or other jurisdiction (IRS Employer Identification No.) of incorporation) 10770 Columbia Pike, Silver Spring, Maryland 60563 - -------------------------------------------- ----- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (301)592-5000 ------------- Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On April 30, 2002, Choice Hotels International, Inc. (the "Company") decided to sever its relationship with Arthur Andersen LLP ("Andersen"), its independent public accountant, and chose to engage PriceWaterhouseCoopers LLP ("PWC") as its new independent public accountant for 2002. The Audit Committee of the Company's Board of Directors recommended to the Board of Directors that it select PWC as the Company's new public accountant. Andersen's reports on the Company's consolidated financial statements for the past two fiscal years did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, during the Company's two most recent fiscal years and through the date of this Form 8-K, there were no disagreements between the Company and Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Andersen's satisfaction, would have caused Andersen to make reference to the subject matter of the disagreement in connection with its reports. Furthermore, there were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K. The Company Provided Andersen with a copy of the foregoing disclosures. A letter from Andersen, attached as Exhibit 16.1 hereto, indicates Andersen's concurrence with the foregoing disclosures. During the Company's two most recent fiscal years and through the date of this Form 8-K, the Company did not consult with PWC with respect to any of the matters of events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K. Item 5. OTHER EVENTS The Company announced that its Board of Directors appointed Ervin R. Shames to fill an unexpired term as a Class II director. Mr. Shames is currently a visiting lecturer in marketing at the University Virginia's Darden Graduate School of Business. Mr. Shames also serves on the board of directors of the Select Comfort Corporation and Online Resources, Inc. - 2 Item 7. Financial Statements and Exhibits - ------ --------------------------------- (c) Exhibits -------- 16.1 Letter of Arthur Andersen LLP to the Securities and Exchange Commission regarding change of independent public accountant 99.1 Press Release dated April 30, 2002 regarding change of independent public accountant 99.2 Press Release dated April 30, 2002 regarding appointment to the Board of Directors SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CHOICE HOTELS INTERNATIONAL, INC. (Registrant) By: /s/ Joseph M. Squeri -------------------- Name: Joseph M. Squeri Title: Senior Vice President & Chief Financial Officer & Treasurer Date: May 3, 2002 3 EXHIBIT INDEX Exhibit Description Number ----------- - ------- 16.1 Letter of Arthur Andersen LLP to the Securities and Exchange Commission regarding change of independent public accountant 99.1 Press Release dated April 30, 2002 regarding change of independent public accountant 99.2 Press Release dated April 30, 2002 regarding appointment to the Board of Directors 4 EX-16.1 3 dex161.txt LETTER OF ARTHUR ANDERSEN EXHIBIT 16.1 [Arthur Andersen Letterhead] Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Very Truly Yours May 3, 2002 Ladies and Gentlemen: We have read the second, third, and fourth paragraphs of Item 4 included in the Form 8-K dated April 30, 2002, of Choice Hotels International, Inc. to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very Truly Yours, /s/ Arthur Andersen LLP EX-99.1 4 dex991.txt PRESS RELEASE EXHIBIT 99.1 [CHOICE HOTELS INTERNATIONAL LOGO APPEARS HERE] For Immediate Release Contact: John Hawkins Tel: (301) 592-5075 Fax: (301) 592-6177 John_hawkins@choicehotels.com CHOICE HOTELS APPOINTS PRICEWATERHOUSECOOPERS AS NEW AUDITOR SILVER SPRING, Md. (April 30, 2002) - Choice Hotels International, Inc. (NYSE:CHH) today announced that its Board of Directors, in consultation with its Audit Committee, has appointed PriceWaterhouseCoopers as the company's independent auditors, to replace Arthur Andersen LLP. The decision to change auditors was not the result of any disagreement between the company and Arthur Andersen on any matter of accounting principles or practice, financial statement disclosure, or auditing scope or procedure. "For more than 20 years, Arthur Andersen has provided Choice Hotels and its predecessors with excellent, professional service," said Joe Squeri, senior vice president, development, and chief financial officer. "We have the utmost respect for the team with which we have worked. However, we believe a change in auditors is a prudent step, given the uncertain environment in which Andersen is trying to operate. We wish them well in the future." Choice Hotels International is the world's second largest lodging franchisor, marketing more than 5,000 hotels open or under development in 46 countries under the Comfort Inn, Comfort Suites, Quality, Clarion, Sleep Inn, Econo Lodge, MainStay Suites and Rodeway Inn brand names. For more information on Choice, visit the company's web site at www.choicehotels.com. # # # Comfort Inn, Comfort Suites, Quality, Clarion, Sleep Inn, Econo Lodge, MainStay Suites and Rodeway Inn are registered trademarks of Choice Hotels International. EX-99.2 5 dex992.txt PRESS RELEASE EXHIBIT 99.2 [CHOICE HOTELS INTERNATIONAL LOGO APPEARS HERE] For Immediate Release Contact: John Hawkins Tel: (301) 592-5075 Fax: (301) 592-6177 John_hawkins@choicehotels.com CHOICE APPOINTS ERVIN SHAMES, CONSUMER MARKETING EXECUTIVE, TO BOARD OF DIRECTORS SILVER SPRING, Md., (April 30, 2002) - Choice Hotels International, Inc. (NYSE:CHH) today announced that its Board of Directors has appointed Ervin R. Shames to fill an unexpired term as a Class II director. He will serve until the 2005 Annual Meeting, at which time he may stand for re-election. "We're delighted to add Ervin Shames to our board," said Charles A. Ledsinger, Jr., president and chief executive officer. "His vast experience as a CEO and his special expertise in consumer marketing will be a great benefit to Choice Hotels." Shames, 60, currently is a visiting lecturer in marketing at the University of Virginia's Darden Graduate School of Business. He also serves on the board of directors of the Select Comfort Corporation (NASDAQ:SCSS), a manufacturer, specialty retailer and direct marketer of adjustable firmness beds and other sleep-related products, as well as Online Resources, Inc. (NASDAQ:ORCC), an Internet banking, bill payment and e-finance application service provider to financial institutions. He had a distinguished business career, serving as president and CEO of Borden, Inc., chairman, president and CEO of Stride Rite Corporation, chairman, president and CEO of Kendall Corporation, president of Kraft USA and president and CEO of General Foods USA. A summa cum laude graduate of the University of Florida in 1962 with a Bachelor of Science degree in business administration, Shames earned his MBA with high distinction from the Harvard Business School, where he was a Baker Scholar. His previous board experience includes General Foods, Borden and First Brands. Choice Hotels International is the world's second largest lodging franchisor, marketing more than 5,000 hotels open or under development in 43 countries under the Comfort Inn, Comfort Suites, Quality, Clarion, Sleep Inn, Econo Lodge, MainStay Suites and Rodeway Inn brand names. For more information on Choice, visit the company's web site at www.choicehotels.com. -------------------- # # # Comfort Inn, Comfort Suites, Quality, Clarion, Sleep Inn, Econo Lodge, MainStay Suites and Rodeway Inn are registered trademarks of Choice Hotels International. -----END PRIVACY-ENHANCED MESSAGE-----