-----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, BZR7KnD9Ce1IF2dvULr5jntnhzf2S92rVRdklUww9Z8FEXfm6MKHvZjJ4cIxtCXH U9eYHvzWHLKbBh3QmRaByA== 0000950134-05-001754.txt : 20050201 0000950134-05-001754.hdr.sgml : 20050201 20050201060251 ACCESSION NUMBER: 0000950134-05-001754 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050201 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050201 DATE AS OF CHANGE: 20050201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAMMONS JOHN Q HOTELS INC CENTRAL INDEX KEY: 0000930796 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 431695093 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13486 FILM NUMBER: 05563707 BUSINESS ADDRESS: STREET 1: 300 JOHN Q HAMMONS PKWY STE 900 CITY: SPRINGFIELD STATE: MO ZIP: 65806 BUSINESS PHONE: 4178644300 MAIL ADDRESS: STREET 1: 300 JOHN Q HAMMONS PKWY STREET 2: SUITE 900 CITY: SPRINGFIELD STATE: MO ZIP: 65806 8-K 1 c91661e8vk.txt CURRENT REPORT UNITED STATES 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): February 1, 2005 JOHN Q. HAMMONS HOTELS, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-13486 43-1695093 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 300 JOHN Q. HAMMONS PARKWAY SUITE 900 SPRINGFIELD, MO 65806 (Address of principal executive offices) (Zip Code) (417) 864-4300 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) -------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01. REGULATION FD DISCLOSURE. On February 1, 2005, the Company issued a press release announcing the expiration of its prior agreement to negotiate exclusively with Barcelo Crestline Corporation through January 31, 2005, with regard to a possible merger transaction. The Company also announced the expiration of the prior agreement between its principal stockholder, Mr. John Q. Hammons, to negotiate exclusively with Barcelo Crestline through January 31, 2005. The press release also stated that the Company's Board of Directors reaffirmed the authority of the Special Committee previously formed by the Board of Directors to negotiate the terms of any transaction on behalf of the Company's Class A stockholders, as well as any other viable alternatives. Attached as Exhibit 99.1 and incorporated herein by reference is a copy of a press release issued today. This information and the press release are being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Exhibit ----------- ------- 99.1 Press Release, dated February 1, 2005, issued by the registrant 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. JOHN Q. HAMMONS HOTELS, INC. By: /s/ Paul E. Muellner --------------------------------- Name: Paul E. Muellner Title: Chief Financial Officer Date: February 1, 2005 2 EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 99.1 Press Release, dated February 1, 2005, issued by John Q. Hammons Hotels, Inc. 3 EX-99.1 2 c91661exv99w1.txt PRESS RELEASE EXHIBIT 99.1 [JOHN Q. HAMMONS LOGO] FOR IMMEDIATE RELEASE --------------------- Contact: Scott Tarwater John Q. Hammons Hotels, Inc. (417) 873-3591 (972) 628-7738 scott.tarwater@jqh.com Kelly Campbell Publicis Dialog for John Q. Hammons Hotels, Inc. kelly.campbell@publicis-usa.com JOHN Q. HAMMONS HOTELS, INC. ANNOUNCES EXPIRATION OF EXCLUSIVITY WITH BARCELO CRESTLINE CORPORATION SPRINGFIELD, MO. -- FEBRUARY 1, 2005 -- John Q. Hammons Hotels, Inc. (AMEX: JQH) announced today the expiration oF its prior agreement to negotiate exclusively with Barcelo Crestline Corporation through January 31, 2005, with regard to a possible merger transaction. The Company also announced the expiration of the prior agreement between its principal stockholder, Mr. John Q. Hammons, to negotiate exclusively with Barcelo Crestline through January 31, 2005. The Company's Board of Directors, however, reaffirmed the authority of the Special Committee, previously formed by the Board of Directors to negotiate the terms of any transaction with Barcelo Crestline on behalf of the Company's Class A stockholders, as well as any other viable alternatives. The Board reaffirmed the Special Committee's role, in part, in reliance upon Mr. Hammons' indication that he intended to continue to pursue a possible transaction, as well as the Special Committee's receipt of another unsolicited proposal. Commenting on the expiration of the exclusivity period, the chairman of the Special Committee, David Sullivan, said, "The parties were not able to resolve the open issues during the agreed upon exclusivity period. In light of Mr. Hammons' desire not to extend his exclusivity with Barcelo Crestline, it seemed appropriate for the Company not to extend exclusivity as well. In addition, the Special Committee believes it is in the best interests of the Class A stockholders to explore the proposal we received earlier today. This proposal appears to have support from some of our current Class A stockholders. At the same time, we need to understand better the proposed transaction with Mr. Hammons in assessing the fairness and likelihood of this transaction. We remain committed to providing a reasonable opportunity for any bona fide interested party to communicate to us any transaction that is fair to our stockholders and there is a reason for believing could be consummated." ABOUT JOHN Q. HAMMONS HOTELS, INC. John Q. Hammons Hotels, Inc. is a leading independent owner and manager of affordable upscale, full-service hotels located primarily in key secondary markets. The Company owns 46 hotels located in 20 states, containing 11,370 guest rooms or suites, and manages 14 additional hotels located in seven states containing 3,158 guest rooms or suites. The majority of these 60 hotels operate under the Embassy Suites Hotels, Holiday Inn and Marriott trade names. Most of the hotels are located near a state capital, university, convention center, corporate headquarters, office park or other stable demand generator. Additional information is available at the Company's web site: http://www.jqh.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----