-----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, R01wf7slSG8MDLhOnsqk61IHyL9VyJeanYkSvZ4sS3EE9jzxRRAfsxSsUPRg4Ixk Db+YkD/Yt6flJu95e9uP8A== 0000914760-97-000122.txt : 19970722 0000914760-97-000122.hdr.sgml : 19970722 ACCESSION NUMBER: 0000914760-97-000122 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970814 FILED AS OF DATE: 19970710 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIHOST PROPERTIES INC CENTRAL INDEX KEY: 0000778423 STANDARD INDUSTRIAL CLASSIFICATION: 7011 IRS NUMBER: 363312434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15291 FILM NUMBER: 97638615 BUSINESS ADDRESS: STREET 1: 2400 E DEVON AVE STE 280 CITY: DES PLAINES STATE: IL ZIP: 60018 BUSINESS PHONE: 7082984500 MAIL ADDRESS: STREET 1: 2400 E DEVON AVE STREET 2: SUITE 280 CITY: DES PLAINES STATE: IL ZIP: 60018 FORMER COMPANY: FORMER CONFORMED NAME: AMERICA POP INC DATE OF NAME CHANGE: 19871111 DEF 14A 1 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)) [ X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sections 240.14a-11(c) or Section 240.14a- 12 AMERIHOST PROPERTIES, INC. (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 [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a- 6(i)(3) [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: AMERIHOST PROPERTIES, INC. 2400 EAST DEVON AVENUE SUITE 280 DES PLAINES, ILLINOIS 60018 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Notice is hereby given that the Annual Meeting of Shareholders of Amerihost Properties, Inc. (the "Company") will be held on August 14, 1997, at 10:30 a.m., local time, at the AmeriHost Inn, 567 East Highway 38, Rochelle, Illinois 61068 to act upon the following matters: 1. To elect the Directors of the Company who will serve until the next annual meeting of shareholders or until their successors are duly qualified. The following persons have been nominated for directorships: H. Andrew Torchia Reno J. Bernardo Michael P. Holtz Salomon J. Dayan Russell J. Cerqua Richard A. Chaifetz Said meeting may be adjourned from time to time without other notice than by announcement at said meeting, or at any adjournment thereof, and any and all business for which said meeting is hereby noticed may be transacted at any such adjournment. Only holders of record at the close of business on June 30, 1997 of the Company's common stock, $.005 par value will be entitled to notice of and to vote at the meeting and at any adjournment or adjournments thereof. Enclosed is a form of Proxy solicited by the management of the Company. Stockholders who do not plan to attend the meeting in person are requested to date, sign and return the enclosed Proxy. Your Proxy may be revoked at any time before it is exercised and will not be used if you attend the meeting and prefer to vote in person. BY ORDER OF THE BOARD OF DIRECTORS /s/ MICHAEL P. HOLTZ Michael P. Holtz, President Des Plaines, Illinois July 14, 1997 AMERIHOST PROPERTIES, INC. 2400 East Devon Avenue Suite 280 Des Plaines, Illinois 60018 PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS The enclosed proxy is solicited on behalf of the Board of Directors of Amerihost Properties, Inc. (the "Company"), for use at the Annual Meeting of Shareholders of the Company to be held at 10:30 A.M. on August 14, 1997, at the AmeriHost Inn, 567 East Highway 38, Rochelle, Illinois 61068. In addition to solicitation of proxies by mail, proxies may be solicited by the Company's directors, officers and regular employees by personal interview, telephone or telegram, and the Company will request brokers and other fiduciaries to forward proxy soliciting material to the beneficial owners of shares which are held of record by them. The expense of all such solicitation, including printing and mailing, will be paid by the Company. Any proxy may be revoked at any time prior to its exercise, by written notice to the Secretary of the Company or by attending the meeting and electing to vote in person. Any such revocation shall not affect any vote previously taken. This Proxy Statement and accompanying proxy were initially mailed to shareholders on or about July 14, 1997. Only shareholders of record of the Company at the close of business on June 30, 1997 are entitled to vote at the meeting or any adjournment thereof. As of that date there were outstanding 6,301,397 shares of Common Stock, each of which is entitled to one vote on all matters voted upon at the annual meeting. Holders of Common Stock are not entitled to cumulate their votes in the election of directors. A majority of the outstanding shares of the Company, represented in person or by proxy, shall constitute a quorum at the meeting. The affirmative vote of the holders of at least a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting is required to elect directors. Abstentions and broker non-votes will have no effect. ELECTION OF DIRECTORS A board of six directors will be elected to serve until the next annual meeting, or until their successors are elected and shall have qualified. The proxies duly signed and returned pursuant to this solicitation will be voted by the persons named therein in accordance with the directions of the shareholders. If no directions are specified in a proxy, the proxy will be voted for the election as directors of the nominees named below. Should any nominee be unable to accept the office of director (which is not presently anticipated), the persons named in the proxies will vote for the election of such other persons as they shall determine. The following persons are the executive officers and directors of the Company. Each person listed below is a nominee for re-election as a director. Director Name, Age, and Principal Occupation since H. ANDREW TORCHIA, 54 1984 H. Andrew Torchia, a co-founder of the Company, has been a director of the Company since its inception in 1984. Mr. Torchia was President and Chief Executive Officer of the Company from 1985 until 1989, when he became Chairman of the Board. As Chairman, Mr. Torchia's primary areas of responsibility include business development, corporate finance and strategic and financial planning. Mr. Torchia is also the President and 51% shareholder of Urban 2000 Corp., a hotel development and consulting firm, which was initially the sole shareholder of the Company and is currently a principal shareholder. Mr. Torchia also owns a 50% interest in American International Hotel Corporation which leases the Best Western at O'Hare. Mr. Torchia has 30 years of experience in hotel development, operations and franchising. Prior to founding the Company, Mr. Torchia served as head of regional development for Best Western International and as a head of independent franchise sales organizations for Quality Inns International and Days Inns. MICHAEL P. HOLTZ, 40 1985 Michael P. Holtz has been a director of the Company since August 1985. From 1985 to 1989, Mr. Holtz served as the Company's Treasurer and Secretary. In 1986, Mr. Holtz was promoted to Chief Operating Officer of the Company with direct responsibility for the Company's day to day operations. In 1989, Mr. Holtz was elected President and Chief Executive Officer of the Company. Mr. Holtz is responsible for development and implementation of all Company operations including development, finance and management. Mr. Holtz has over 20 years experience in the operation and management of hotel properties. RUSSELL J. CERQUA, 40 1988 Russell J. Cerqua has been the Executive Vice President of Finance and Chief Financial Officer of the Company since 1987, and Treasurer and a director of the Company since 1988. In 1989, in addition to his other responsibilities, Mr. Cerqua was elected Secretary of the Company. His primary responsibilities include internal and external financial reporting, corporate and property financing, development of financial management systems, hotel accounting for managed properties and financial analysis. Prior to joining the Company, Mr. Cerqua was an audit manager with Laventhol & Horwath, the Company's former independent certified public accountants, and was responsible for the Company's annual audits. Mr. Cerqua was involved in public accounting for over 9 years, with experience in auditing, financial reporting and taxation. Mr. Cerqua is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and the Illinois CPA Society. RENO J. BERNARDO, 65 1989 Reno J. Bernardo served as the Senior Vice President of Construction of the Company from 1987 through March 1994, when he retired. His primary responsibilities included managing construction of new properties and directing renovation projects. In 1989, Mr. Bernardo became a director of the Company and continues to serve in this capacity. From 1985 to 1986, Mr. Bernardo was Vice President of Construction with Devcon Corporation, a hotel construction company. From 1982 to 1985, Mr. Bernardo was Project Superintendent with J.R. Trueman and Associates, a hotel construction company, and a subsidiary of Red Roof Inns, where his responsibilities included supervision of the development and construction of several Red Roof Inns. SALOMON J. DAYAN, 51 1996 Salomon J. Dayan, M.D. has been a director of the Company since August 1996. Since 1980, Dr. Dayan, a physician certified in internal and geriatric medicine, has been the Chief Executive Officer of Salomon J. Dayan, Ltd., a multi-specialty medical group which he founded and which is dedicated to the care of the elderly in hospital and nursing home settings. Since 1986, Dr. Dayan has been the Medical Director and Chief Executive Officer at Healthfirst, a corporation which operates multiple medical ambulatory facilities in the Chicago, Illinois area, and since 1994 he has also been an associate professor at Rush Medical Center in Chicago. Dr. Dayan is currently the Chairman of the Board of Directors of Greater Chicago Financial Corporation, a bank holding company owning interests in two banks. Dr. Dayan also has numerous investments in residential and commercial real estate. The following person is a nominee for Director. RICHARD A. CHAIFETZ, 43 Richard A. Chaifetz, has been Chairman, President and Chief Executive Officer of ComPsych Behavioral Health Corporation since its inception in 1987. ComPsych is a leading domestic and international provider of employee assistance and managed behavioral health services to corporate America. Dr. Chaifetz, a licensed psychologist, is also majority shareholder in several other health care and service companies. In addition, Dr. Chaifetz is a member of the board of directors of several private and not-for-profit organizations. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE OUTSTANDING SHARES REPRESENTED IN PERSON OR BY PROXY AT THE ANNUAL SHAREHOLDERS MEETING IS NECESSARY FOR THE ELECTION OF THE NOMINEES. SHARES REPRESENTED BY THE PROXIES RECEIVED WILL BE VOTED FOR THE ELECTION OF THE NOMINEES UNLESS SHAREHOLDERS OTHERWISE SPECIFY IN THEIR PROXIES. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES. ATTENDANCE The Board of Directors held two meetings during 1996, at which all Directors were present. COMPENSATION OF DIRECTORS Each director of the Company received an annual retainer fee of $9,000 ($750 per month). Each director of the Company also received $250 for each Board of Directors meeting attended in person, $150 for each Board of Directors meeting conducted by telephone and $150 for each committee meeting. Beginning in February 1997, the payment of annual retainer fees and meeting fees were eliminated for officer/directors. Each director is reimbursed for all out-of- pocket expenses related to attendance at Board meetings. COMMITTEES The Board of Directors has two standing committees: 1. Audit Committee - This committee consists of the two outside directors: Messrs. Bernardo (Chairman) and Dayan. The Audit Committee has the responsibility among other things, to meet with the Company's independent accountants to review the scope and results of their audit, and to review with such independent accountants the Company's system of internal accounting and financial controls. This committee held one meeting during 1996, at which all members were present. 2. Compensation Committee - This committee consists of the two outside directors: Messrs. Dayan (Chairman) and Bernardo. The Compensation Committee reviews the salaries, bonuses, stock compensation, stock options and other direct and indirect compensation for all Company officers. This committee did not meet during 1996. REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION The Company's Compensation Committee was initially appointed on July 14, 1993 and is composed entirely of nonemployee directors. The purpose of the Committee is to establish and administer the policies governing all forms of executive compensation, as well as to administer the Amerihost Properties, Inc. 1996 Omnibus Incentive Stock Plan. The Committee's philosophy is that executive compensation should be designed to motivate executives and reward them for individual initiative and achievements as well as the short-term and long-term success of the Company. It is anticipated that this philosophy will help to attract and maintain quality individuals, thereby enhancing the Company's profitability and value for the shareholders. The specific objectives within this philosophy are to: Establish base salaries at levels which are competitive in the business environment and which consider the responsibilities of the respective position and the individual's experience. Provide the executives with performance-based compensation which is reflective of the performance of the Company. Align the interests of the executives with those of the shareholders by providing a meaningful level of equity-based compensation in the form of long-term stock options. The base salaries and annual increases for the Company's executives have been based upon comparative industry data, tenure and an assessment of the executive's historical performance and commitment to the Company. In addition, the Committee considers other factors such as cost-of-living and other geographic considerations, industry compensation trends, the level of expertise and knowledge and the level and complexity of the individual's specific duties and responsibilities. Base salaries consist of a blend of cash and stock options. In addition to the base salaries, the Company's executives receive incentive compensation based upon the performance of the Company. Through 1996, these incentives were based upon the Company's attainment of certain financial benchmarks and consisted of either restricted stock awards or non-qualified stock options. The Chief Executive Officer of the Company served under an employment agreement which began in 1995. His 1996 base salary consisted of cash of $375,000 and non-qualified stock options. The stock options were granted at fair market value on January 1, 1995, the date of grant, and vested over a two- year period ending January 1, 1997. Mr. Holtz's compensation is based upon the same factors as the other executive officers. Mr. Holtz also serves as the President and Chief Executive Officer of all the Company's wholly-owned subsidiaries. Mr. Holtz receives no additional compensation for his services to these subsidiaries. Compensation Committee: Salomon J. Dayan, Chairman Reno J. Bernardo EXECUTIVE COMPENSATION The following table sets forth certain information concerning the annual and long-term compensation for services as officers to the Company for the fiscal years ended December 31, 1996, 1995 and 1994, of those persons who were, at December 31, 1996 (i) the Chairman of the Board, (ii) the chief executive officer, and (iii) the other two most highly compensated executive officers of the Company (the "Named Officers"). SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION Restricted Securities NAME AND PRINCIPAL ANNUAL COMPENSATION Stock Underlying All Other POSITION Year Salary Awards Options(#) Compensation (1) Bonus H. Andrew Torchia(2) 1996 $ 0 $ 0 $ 0 0 $15,000 Chairman of the Board 1995 0 0 0 120,000 15,000 1994 0 0 0 30,000 15,000 Michael P. Holtz 1996 375,000 0 0 0 10,000 President and Chief 1995 322,115 0 196,927 360,000 10,000 Executive Officer 1994 244,913 75,000 75,000 60,000 10,000 Russell J. Cerqua 1996 160,000 0 0 0 10,000 Executive Vice President 1995 149,423 0 56,690 153,333 10,000 Finance, Secretary, 1994 132,692 15,000 15,000 30,000 10,000 Treasurer and Chief Financial Officer Richard A. D'Onofrio(3) 1996 144,000 36,000 0 0 15,000 Executive Vice President 1995 137,500 27,500 0 120,000 15,000 1994 162,528 0 0 30,000 15,000 (1) Represents life insurance premiums paid by the Company on behalf of the Named Officers. (2) Mr. Torchia received no annual compensation from the Company in 1994, 1995 or 1996. For a discussion of the fees paid to Urban, a hotel development consulting firm in which Mr. Torchia owns a 51% interest and Mr. D'Onofrio owns a 49% interest, pursuant to a consulting agreement between the Company and Urban which was terminated in 1997, see "Certain Transactions." (3) Mr. D'Onofrio resigned from the Company in January 1997.
OPTIONS There were no options issued to or exercised by the Named Officers in 1996. YEAR-END OPTION VALUE TABLE
NUMBER OF UNEXERCISED OPTIONS VALUE OF UNEXERCISED IN-THE-MONEY HELD AT DECEMBER 31, 1996 OPTIONS AT DECEMBER 31, 1996 (1) NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE H. Andrew Torchia 245,062 50,000 $485,459 $132,813 Michael P. Holtz 430,000 100,000 722,687 265,625 Richard A. D'Onofrio 293,688 50,000 482,924 132,813 Russell J. Cerqua 177,708 50,000 323,332 132,813 Reno J. Bernardo 44,375 1,000 74,582 - Salomon J. Dayan 30,000 1,000 1,406 - (1) The closing sale price of the Company's Common Stock on the Nasdaq National Market on December 31, 1996 was $6.22.
EMPLOYMENT AGREEMENTS The Company's two executive officers, Michael P. Holtz, President and Chief Executive Officer, and Russell J. Cerqua, Secretary, Treasurer, Executive Vice President of Finance and Chief Financial Officer, provide services to the Company under the terms of employment agreements dated January 1, 1995 and amended February 4, 1997. Mr. Holtz's annual base cash compensation for 1997 was reduced to $325,000 from $425,000 pursuant to an amendment dated February 4, 1997. On April 22, 1997, Mr. Holtz exercised his option to renew his agreement for an additional three-year period ending December 31, 2000. On January 1, 1998, Mr. Holtz will be entitled to receive options to purchase a minimum of 364,100 shares of the Company's common stock at the market price on date of issuance under the Company's 1996 Omnibus Incentive Stock Plan, of which 110,000 will vest upon issuance, 121,000 will vest on January 1, 1999 and 133,100 will vest on January 1, 2000. In December of each year, the Compensation Committee will determine (i) a performance bonus to be paid for the then-current year and (ii) Mr. Holtz's base salary for the following year, which base salary will not be less than Mr. Holtz's then-existing base salary. In lieu of the 40,000 shares of common stock Mr. Holtz was to receive in April 1997 under the terms of his employment agreement, Mr. Holtz received non-qualified options to purchase 50,000 shares of the Company's common stock at an exercise price of $1.53. Under the terms of the amended employment agreement, all stock awards were eliminated. Mr. Cerqua's annual base cash compensation for 1997 was reduced to $165,000 from $175,000 pursuant to an amendment dated February 4, 1997. His agreement was extended for a two-year period ending December 31, 1999. On January 1, 1998, Mr. Cerqua will be entitled to receive options to purchase a minimum of 115,500 shares of the Company's common stock at the market price on date of issuance under the Company's 1996 Omnibus Incentive Stock Plan of which 55,000 will vest upon issuance and 60,500 will vest on January 1, 1999. In December of each year, the Compensation Committee will determine (i) a performance bonus to be paid for the then-current year and (ii) Mr. Cerqua's base salary for the following year, which base salary will not be less than Mr. Cerqua's then- existing base salary. In lieu of the 12,500 shares of common stock Mr. Cerqua was to receive in April 1997 under the terms of his employment agreement, Mr. Cerqua received non-qualified options to purchase 15,625 shares of the Company's common stock at an exercise price of $1.53. Under the terms of the amended employment agreement, all stock awards were eliminated. Each employment agreement entitles the executive officer to receive severance payments, equal to two years' compensation with regard to Mr. Holtz and one year's compensation with regard to Mr. Cerqua, if his employment is terminated by the Company without cause or if he elects to terminate such employment for a "good reason," including a change of control of the Company. For purposes of the employment agreements, a change of control means (i) any change in the Company's Board of Directors such that a majority of the Board of Directors is composed of members who were not members of the Board of Directors on the date the employment agreements were made or (ii) removal of the executive from membership on the Board of Directors by a vote of a majority of the shareholders of the Company or failure of the Board of Directors to nominate the executive for re-election to Board membership. Each executive officer is also entitled to severance payments, equal to one year's compensation with regard to Mr. Holtz and six month's compensation with regard to Mr. Cerqua, if he voluntarily terminates his employment with the Company for a reason other than a "good reason" and provides appropriate notice of such resignation. In January 1997, Mr. D'Onofrio resigned from his positions as Executive Vice President and a director of the Company. In connection therewith, Mr. D'Onofrio will continue to receive his 1997 salary through December 1997. In addition, Mr. D'Onofrio received a lump-sum payment of $195,000. COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than 10% of the registered class of the Company's equity securities, to file with the Securities and Exchange Commission and the Nasdaq Stock Market initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Such persons are required by Securities and Exchange Commission regulation to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on its review of the copies of such reports furnished to the Company and written representations to the Company that no other reports were required, during the fiscal year ended 1996 all the aforesaid Section 16(a) filing requirements were complied with, except as follows. For the year 1996, one Initial Statement of Beneficial Ownership of Securities on Form 3 was filed late by Dr. Dayan, which was required to be filed in September 1996 due to his election to the Board of Directors in August 1996. The Form 3 was filed in December 1996. STOCK PRICE PERFORMANCE GRAPH Set forth below is a line graph comparing the yearly percentage change in the cumulative total shareholder return on the Company's Common Stock against the cumulative total return of the Nasdaq U.S. index and the Nasdaq Non- Financial index for the period commencing December 31, 1991 and ending December 31, 1996 The Stock Price Performance Graph below shall not be deemed incorporated by reference by any general statement incorporating by reference this report into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.
Date 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 Amerihost Properties, Inc. 100.000 189.286 178.571 101.786 178.571 177.679 Nasdaq US 100.000 116.378 133.595 130.587 184.674 227.164 Nasdaq Non-Financial 100.000 109.394 126.300 121.444 169.244 205.629 Assumes $100 invested on December 31, 1991 in the Common Stock of Amerihost Properties, Inc. and the Nasdaq Stock Market and the Nasdaq Non-Financial Stocks.
CERTAIN TRANSACTIONS Urban 2000 Corp. ("Urban") is owned 51% by H. Andrew Torchia, the Chairman of the Board of Directors of the Company. Urban, a hotel development consulting firm, and Mr. Torchia provided business development and consulting services to the Company under a consulting agreement (the "Consulting Agreement") with Urban which commenced in January 1994 and was terminated in January 1997. Under the terms of the Consulting Agreement, Urban received (i) a monthly consulting fee of $20,000, (ii) a residual fee based on the management fees the Company received from management arrangements or relationships which resulted from contacts initiated for the Company by Urban and (iii) transaction fees, based on an established fee schedule and consistent with industry practice, for transactions introduced by Urban. The Company also provided Urban with use of the Company's telephone system. No additional amounts were paid to Urban for the reimbursement of expenses. As part of this arrangement, Mr. Torchia did not receive compensation for the services he provided to the Company, other than warrants and other non-cash compensation for his services as Chairman. During 1994, 1995 and 1996, Urban received an annual consulting fee of $240,000 plus aggregate additional fees of $289,915, $236,138 and $206,154, respectively, from the Company and received $28,200 and $82,400, in 1994 and 1995, respectively, in other transactional fees directly from joint ventures in which the Company is a general partner. The Company currently has a note receivable outstanding from each of Mr. Holtz, a director and the President and Chief Executive Officer of the Company, and Mr. Cerqua, a director and the Chief Financial Officer, Executive Vice President of Finance, Secretary and Treasurer of the Company. In December 1994, Messrs. Holtz and Cerqua executed notes in the amounts of $756,292 and $200,000, respectively, (the "Officers Notes") to the Company for the purchase from the Company of the original $800,000 note and related receivables and the 165,784 shares of the Common Stock held as collateral on said note. Following the purchase, each of Messrs. Holtz and Cerqua pledged as collateral for the Officer Notes the shares of Common Stock received upon the purchase of the original note together with additional shares of the Company's Common Stock which each individually owned. The Officer Notes provided for annual payments of interest at 8% per annum commencing on December 31, 1997, with the principal balance due December 31, 1997, and are collateralized by an aggregate of 273,369 shares of the Company's Common Stock. Messrs. Holtz and Cerqua each have the option to pay interest and principal with shares of the Company's Common Stock, with the shares tendered being valued at the fair market value at time of payment. The Officer Notes receivable have been classified as a reduction of shareholders' equity on the Company's Consolidated Financial Statements. In the past, certain of the Company's directors and executive officers have, directly or indirectly, invested in joint ventures with the Company. For example, Mr. Torchia, through Urban, has invested an aggregate of approximately $144,000 as limited partners and approximately $49,000 as a general partner in three joint ventures since 1991. Dr. Dayan, a director of the Company, has invested approximately $1.6 million in seven joint ventures since 1988. In addition, Dr. Chaifetz, who has been nominated by the Board of Directors to stand for election as a director of the Company at the next annual meeting of the Company's shareholders, has invested $72,000 in three joint ventures since 1991. Dr. Chaifetz and each of the Company's directors and executive officers who have made such investments have done so on the same terms as all other investors in such joint ventures. In addition to his investments in certain joint ventures, Dr. Dayan also holds an interest in a mortgage on one of the joint ventures. The mortgage, which has been in place since 1989, (i) has a current outstanding balance of approximately $465,000, (ii) bears interest at an annual rate of prime plus 4% (with a minimum annual interest rate of 12%), and (iii) is payable in monthly installments through 1999. PRINCIPAL SHAREHOLDERS The following table sets forth certain information regarding beneficial ownership of the Company's Common Stock at June 30, 1997 by (i) each person who is known by the Company to own beneficially more than 5% of the outstanding shares of the Company's Common Stock, (ii) each of the Company's directors and its director-nominee, (iii) each of the Named Officers and (iv) all directors (including the director-nominee) and executive officers as a group. Except as otherwise indicated, the Company believes that the beneficial owners of the Common Stock listed below, based on information provided by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Except as set forth below, the address of each of the shareholders named below is the Company's principal headquarters.
SHARES BENEFICIALLY OWNED AS OF JUNE 30, 1997 NUMBER PERCENT(1) NAME Michael P. Holtz (2) . . . . . . . . . . . . . . . 877,091 12.8% H. Andrew Torchia (2)(3) . . . . . . . . . . . . . 721,658 11.0 Richard A. D'Onofrio (2)(3) . . . . . . . . . . . . 721,658 11.0 Wellington Management Company (4) . . . . . . . . . 596,300 9.5 Massachusetts Financial Services Company (5) . . . 522,000 8.3 Russell J. Cerqua (2) . . . . . . . . . . . . . . . 316,305 4.9 Salomon J. Dayan (2) . . . . . . . . . . . . . . . 310,659 4.8 Reno J. Bernardo (2) . . . . . . . . . . . . . . . 94,458 1.5 Richard A. Chaifetz (6) . . . . . . . . . . . . . . 82,800 1.3 All directors and executive officers as a group (6 persons)(3) . . . . . . . . . . . . . . . . . . 2,402,971 31.9 (1) Percentage of beneficial ownership is based on 6,301,397 shares of Common Stock outstanding at June 30, 1997, plus, in the case of each of Messrs. Holtz, Torchia, D'Onofrio, Cerqua, Bernardo and Dr. Dayan, the amount of shares subject to options beneficially held by such individual which are exercisable presently or within 60 days. (2) Includes shares subject to options granted to the individuals directly which are exercisable presently or within 60 days as follows: Mr. Holtz, 535,000 shares; Mr. Torchia 283,750 shares (including options for 68,750 shares owned by Urban 2000 Corp., See (3) below); Mr. D'Onofrio 283,750 shares (including options for 68,750 shares owned by Urban 2000 Corp., See (3) below); Mr. Cerqua, 223,333 shares; Mr. Bernardo, 25,375 shares; and Dr. Dayan, 155,676 shares. (3) Includes 375,832 shares owned by Urban, options exercisable into 68,750 shares owned by Urban which are exercisable presently or within 60 days and 7,676 shares owned by Urban Niles 1290 Corp., a wholly- owned subsidiary of Urban. Mr. Torchia is the President and 51% shareholder of Urban, and Mr. D'Onofrio is a 49% shareholder in Urban. Mr. Torchia disclaims beneficial ownership of all but an aggregate of 195,589 shares and options exercisable into 35,063 shares owned, directly or indirectly by Urban, and Mr. D'Onofrio disclaims beneficial ownership of all but an aggregate of 187,919 shares and options exercisable into 33,687 shares owned, directly or indirectly, by Urban. (4) Based upon information provided in its Schedule 13G dated January 24, 1997, Wellington Management Company ("WMC"), in its capacity as investment advisor, may be deemed beneficial owner of 596,300 shares of the Company which are owned by numerous investment counselling clients. Of the shares shown above, WMC has shared voting power for 342,000 shares and shared investment power for 596,300 shares. WMC's address is 75 State Street, Boston, MA 02109. (5) Based upon information provided in its Schedule 13G dated February 12, 1997, Massachusetts Financial Services Company ("MFS"), in its capacity as investment manager, may be deemed beneficial owner of 522,000 shares of the Company which are also beneficially owned by MFS Series Trust II - MFS Emerging Growth Stock Fund, shares of which are owned by numerous investors. MFS has sole voting and investment power for the 522,000 shares. MFS's address is 500 Boylston Street, Boston, MA 02116. (6) Dr. Chaifetz has been nominated by the Board of Directors to stand for election as a director of the Company at the Company's next annual meeting of shareholders. The ComPsych Management Corporation Retirement Plan owns 4,000 of the 82,800 shares. Dr. Chaifetz disclaims beneficial ownership of the portion of the 4,000 shares which are not held for his benefit.
SHAREHOLDER PROPOSALS From time to time, shareholders present proposals which may be proper subjects for inclusion in the proxy statement and for consideration at the annual meeting. To be considered, proposals must be submitted on a timely basis. Proposals for the 1998 shareholders' meeting must be received by the Company not later than March 12, 1998. Any such proposals, as well as any questions related thereto, should be directed to the Secretary of the Company. OTHER MATTERS The Management knows of no other business likely to be brought before the meeting. If other matters do come before the meeting, the persons named in the form of proxy or their substitute will vote said proxy according to their best judgement. By the order of the Board of Directors RUSSELL J. CERQUA Secretary Des Plaines, Illinois July 14, 1997 PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Amerihost Properties, Inc. 2400 East Devon Avenue Suite 280 Des Plaines, Illinois 60018 The undersigned hereby appoints Michael P. Holtz and Russell J. Cerqua as Proxies, each with the power to appoint his substitute, and hereby authorizes them, each acting alone, to represent and to vote, as designated below, all the Common Stock of Amerihost Properties, Inc. held of record by the undersigned at the close of business on June 30, 1997, at the Annual Meeting of Shareholders to be held on August 14, 1997 and any adjournment thereof, with all the powers the undersigned would possess if present. 1. ELECTION OF DIRECTORS for all nominees WITHHOLD AUTHORITY _________ listed below _________ to vote for all nominees listed below _________ to abstain from voting on this proposal H. Andrew Torchia Reno J. Bernardo Michael P. Holtz Salomon J. Dayan Russell J. Cerqua Richard A. Chaifetz INSTRUCTION: To withhold authority to vote for any individual nominee write that nominee's name in the space provided below: _______________________________________________________________________________ 2. OTHER MATTERS In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted for all nominees listed in proposal 1 and in the discretion of the Proxies for such other business as may properly come before the meeting. Please sign exactly as name appears on your stock certificates. For joint accounts, all tenants should sign. If signing for an estate, trust, corporation, partnership or other entity, title or capacity should be stated. Dated: _______________, 1997 ________________________________________ Signature (Title) Print name and address: ________________________________________ _____________________________________ Signature if held jointly _____________________________________ _____________________________________ PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED RETURN ENVELOPE -----END PRIVACY-ENHANCED MESSAGE-----