-----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, BzJAnglWD/EJF+BAXuUxgWx3P7x461Z4ws8Ys9TKIft0oSBdLO5fyGuVfPoh+SS/ Tnp2a0EcdWet5NZ3sJEDqA== 0000914760-99-000123.txt : 19990615 0000914760-99-000123.hdr.sgml : 19990615 ACCESSION NUMBER: 0000914760-99-000123 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990610 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERIHOST PROPERTIES INC CENTRAL INDEX KEY: 0000778423 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 363312434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-42259 FILM NUMBER: 99643713 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERIHOST PROPERTIES INC CENTRAL INDEX KEY: 0000778423 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 363312434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A 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 SC 13E4/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------- AMENDMENT NO. 2 TO SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) ----------------------------------- AMERIHOST PROPERTIES, INC. (Name of Issuer) AMERIHOST PROPERTIES, INC. (Name of Person(s) Filing Statement) Common Stock, $.005 par value 03070-D-209 (Title of Class of Securities) (CUSIP Number of Class of Securities) Michael P. Holtz Chief Executive Officer Amerihost Properties, Inc. 2400 East Devon Ave., Suite 280 Des Plaines, Illinois 60018 847-298-4500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) Copy to: Helen R. Friedli, P.C. McDermott, Will & Emery 227 West Monroe Street Chicago, Illinois 60606 312-984-7563 May 3, 1999 (Date Tender Offer First Published, Sent or Given to Security Holders) ----------------------------------- This Amendment No. 2 amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement") dated May 3, 1999, relating to the tender offer by Amerihost Properties, Inc., a Delaware corporation (the "Company"), to purchase up to 1,000,000 shares of its common stock, $.005 par value per share (the "Shares") at prices, net to the seller in cash, not greater than $4.00 nor less than $3.375 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 3, 1999 (the "Offer to Purchase") and the related Letter of Transmittal (which are herein collectively referred to as the "Offer"). Copies of such documents have been previously filed as Exhibits (a)(1) and (a)(2), respectively, to the Statement. The Statement is hereby amended and supplemented to incorporate the information included herein and in the exhibits referred to below. ITEM 8. ADDITIONAL INFORMATION. The Offer expired at 5:00 p.m., New York City Time, on June 2, 1999. On June 2, 1999, the Company issued a press release announcing the preliminary results of the Offer, a copy of which is attached hereto as Exhibit (a)(11) and is incorporated herein by this reference. On June 9, 1999, the Company issued a press release announcing the final results of the Offer, a copy of which is attached hereto as Exhibit (a)(12) and is incorporated herein by this reference. The number of Shares properly tendered and not withdrawn, at a price of $4.00 or below or at the price determined by the Dutch Auction, was 774,937 shares. Accordingly, the Company purchased all such tendered Shares, at a price of $4.00 per Share. The Shares purchased pursuant to the Offer represented approximately 12.8% of the outstanding shares of Common Stock immediately prior to the Offer. Following the purchase of shares tendered in the Offer, the Company had 5,263,445 shares of Common Stock outstanding. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. ITEM DESCRIPTION (a)(11) Press Release issued by the Company dated June 2, 1999. (a)(12) Press Release issued by the Company dated June 9, 1999. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to Schedule 13E-4 is true, complete and correct. AMERIHOST PROPERTIES, INC. By: /s/ Michael P. Holtz ------------------------------------------ Michael P. Holtz, Chief Executive Officer Dated: June 10, 1999 EX-99.(A)(11) 2 CONTACT: PAUL J. ARNDT FOR IMMEDIATE RELEASE DIRECTOR OF FINANCIAL RELATIONS (847) 298-4501 X 457 PARNDT@AMERIHOSTINN.COM AMERIHOST PROPERTIES ANNOUNCES PRELIMINARY RESULTS OF "DUTCH AUCTION" SELF-TENDER OFFER DES PLAINES, ILLINOIS, JUNE 2, 1999 - Amerihost Properties, Inc. (Nasdaq/NM: HOST) announced today the preliminary results of its Dutch Auction self-tender offer which expired today, Wednesday, June 2, 1999, at 5:00 p.m., New York City time. The Company had commenced its offer to purchase up to 1,000,000 shares of its Common Stock at a price range of $3.375 to $4.00 on Monday, May 3, 1999. Based upon a preliminary count by the Depositary, the Company expects to purchase 774,947 shares of its Common Stock at $4.00 per share. Assuming the Company's purchases are as expected, following the purchase of shares tendered in the offer, the Company will have 5,263,435 shares of Common Stock outstanding. The determination of the actual number of shares to be purchased and the purchase price are subject to final confirmation and the proper delivery of all shares tendered and not withdrawn, including shares tendered pursuant to the guaranteed delivery procedure. Payment for shares accepted for payment will occur as soon as practicable after determination of the final number of shares properly tendered. Amerihost Properties, Inc. is a hotel development, operations, management and franchise company that owns, builds, manages and franchises mid-priced hotels. Each hotel offers an amenity package not often found in other mid-priced hotels. In addition, every AmeriHost Inn(R) Amerihost Properties, Inc. June 2, 1999 Page 1 of 2 hotel is "three-diamond" rated by AAA. Currently, Amerihost manages 92 properties in 17 states and maintains an ownership position in 89 of these hotels. - -------------------------------------------------------------------------------- This press release is for information purposes only and is not intended to serve as a solicitation to buy securities. Any solicitation to buy securities is made only pursuant to the Offer to Purchase, as amended, and the Letter of Transmittal dated May 3, 1999. Amerihost Properties, Inc. June 2, 1999 Page 2 of 2 EX-99.(A)(12) 3 CONTACT: PAUL J. ARNDT FOR IMMEDIATE RELEASE DIRECTOR OF FINANCIAL RELATIONS (847) 298-4501 X 457 PARNDT@AMERIHOSTINN.COM AMERIHOST PROPERTIES, INC. ANNOUNCES FINAL RESULTS OF "DUTCH AUCTION" SELF-TENDER OFFER DES PLAINES, ILLINOIS, JUNE 9, 1999 - Amerihost Properties, Inc. announced today the final results of its Dutch Auction self-tender offer which expired Wednesday, June 2, 1999, at 5:00 p.m., New York City time. The Company had commenced its offer to purchase up to 1,000,000 shares of its Common Stock at a price range of $3.375 to $4.00 on Monday, May 3, 1999. Based upon a final count by the Depositary, the Company accepted for purchase 774,937 shares of Common Stock at $4.00 per share. Payment was made on June 9, 1999 for all shares accepted for purchase. The shares of Common Stock purchased represent approximately 12.8% of the outstanding Common Stock immediately prior to the offer. Following the purchase of shares tendered in the offer, the Company had 5,263,445 shares of Common Stock outstanding. Amerihost Properties, Inc. is a hotel development, operations, management and franchise company that owns, builds, manages and franchises mid-priced hotels. Each hotel offers an amenity package not often found in other mid-priced hotels. In addition, every AmeriHost Inn(R)hotel is "three-diamond" rated by AAA. Currently, Amerihost manages 92 properties in 17 states and maintains an ownership position in 89 of these hotels. - -------------------------------------------------------------------------------- This press release is for information purposes only and is not intended to serve as a solicitation to buy securities. Any solicitation to buy securities is made only pursuant to the Offer to Purchase, as amended, and the Letter of Transmittal dated May 3, 1999. Amerihost Properties, Inc. June 9, 1999 Page 1 of 1 -----END PRIVACY-ENHANCED MESSAGE-----