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REGISTRATION NO. 333-22889
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BRISTOL HOTEL COMPANY
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 75-2584227
(State of Incorporation) (I.R.S.Employer Identification No.)
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14285 Midway Road, Suite 300
Dallas, Texas 75244
(972) 391-3910
(Principal Executive Offices)
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Joel M. Eastman, Esq.
Vice President, Secretary and General Counsel
14285 Midway Road, Suite 300
Dallas, Texas 75244
(972) 391-3910
(Agent for Service)
COPY TO:
Robert A. Profusek, Esq.
Jones, Day, Reavis & Pogue
599 Lexington Avenue
32nd Floor
New York, New York 10022
Telephone: (212) 326-3939
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of the Registration Statement, as determined by
market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
/ /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PROSPECTUS
$500,000,000
BRISTOL HOTEL COMPANY
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
WARRANTS
Bristol Hotel Company (the "Company") may offer from time to time, together
or separately, (i) debt securities ("Debt Securities") consisting of notes,
debentures or other evidences of indebtedness in one or more series, (ii) shares
of its Common Stock (the "Common Stock"), (iii) shares of its Preferred Stock
(the "Preferred Stock") and (iv) warrants or other rights to purchase Debt
Securities, Common Stock or Preferred Stock, or any combination thereof, as may
be designated by the Company at the time of the offering ("Warrants") in
amounts, at prices and on terms to be determined at the time of the offering.
The Debt Securities, Common Stock, Preferred Stock and Warrants are collectively
called the "Securities."
The Securities may be offered in separate series or issuances at an
aggregate initial public offering price not to exceed $500,000,000 or, if
applicable, the equivalent thereof in other currencies, at prices and on terms
to be determined at the time or times of offering.
The specific terms of the Securities with respect to which this Prospectus
is being delivered are set forth in the accompanying Prospectus Supplement and
include, where applicable, (i) in the case of Debt Securities, the specific
designation, aggregate principal amount, ranking as senior debt ("Senior
Securities") or subordinated debt ("Subordinated Securities"), purchase price,
maturity, rate (or method of calculation thereof) and time of payment of
interest, if any, any conversion or exchange provisions, any redemption
provisions, any subordination provisions and any other specific terms of the
Debt Securities offered hereby not set forth herein under the caption
"Description of Debt Securities" in this Prospectus, and any listing thereof on
a securities exchange; (ii) in the case of Common Stock, the number of shares
and any initial public offering price; (iii) in the case of Preferred Stock, the
number of shares, the specific title, the aggregate amount, any dividend
(including the method of calculating payment of dividends), seniority,
liquidation, redemption, voting and other rights, any terms for any conversion
or exchange into other Securities, any listing on a securities exchange, the
initial public offering price and any other terms; and (iv) in the case of
Warrants, the designation and number, the exercise price, any listing of the
Warrants or the underlying Securities on a securities exchange and any other
terms in connection with the offering, sale and exercise of the Warrants.
The Company's Common Stock is listed on the New York Stock Exchange (the
"NYSE") under the trading symbol "BH." Any Common Stock sold pursuant to a
Prospectus Supplement will be listed on the NYSE, subject to official notice of
issuance.
Any statement contained in this Prospectus will be deemed to be modified or
superseded by any inconsistent statement contained in the accompanying
Prospectus Supplement.
SEE "RISK FACTORS" BEGINNING AT PAGE 4 HEREOF FOR A DESCRIPTION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE
SECURITIES.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The Securities will be sold either through underwriters, dealers or agents
or directly by the Company. The accompanying Prospectus Supplement sets forth
the names of any underwriters, dealers or agents involved in the sale
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of the Securities in respect of which this Prospectus is being delivered, the
proposed amounts, if any, to be purchased by underwriters, and the compensation,
if any, of such underwriters, dealers or agents.
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This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
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THE DATE OF THIS PROSPECTUS IS APRIL , 1997.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES
DESCRIBED HEREIN OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IF UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's Regional Offices
located at 7 World Trade Center, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission maintains a Web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission and that is located at
http://www.sec.gov. The Common Stock is listed on the NYSE. Reports and other
information concerning the Company may also be inspected and copied at the
offices of the NYSE, 20 Broad Street, New York, New York 10005.
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement"), of which this Prospectus is a part, under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does
not contain all information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement, which may be inspected and copied at, or obtained from,
the Commission or the NYSE in the manner described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1996 (File No. 1-14062), the Company's Current Report on Form 8-K dated
March 14, 1997, the Company's Amended Current Report on Form 8-K/A dated March
14, 1997 and filed with the Commission on April 10, 1997, the Company's
definitive Proxy Statement dated April 7, 1997, the description of the Common
Stock set forth in the Company's Registration Statement on Form 8-A dated
November 7, 1995 and any amendment or report filed for purposes of updating that
description, and all reports and other documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offering of the
Securities pursuant hereto are incorporated herein by reference.
Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified will not be deemed to
constitute a part of this Prospectus, except as so modified, and any statement
so superseded will not be deemed to constitute a part of this Prospectus.
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The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
Bristol Hotel Company, 14285 Midway Road, Suite 300, Dallas, Texas 75244,
Attention: Investor Relations (telephone: (972) 391-3910).
THE COMPANY
Bristol Hotel Company (together with its subsidiaries, the "Company") is a
leading owner/operator of hotels in the southern United States, with 39 hotels
containing a total of approximately 10,000 rooms as of the date of this
Prospectus. The Company's properties are primarily full-service hotels in the
upscale and mid-priced segments of the lodging industry that presently operate
under the Company's own brand names, including Bristol Suites-TM-, Harvey
Hotel-TM- and Harvey Suites-TM-, and under franchise agreements with national
hotel chains, including Holiday Inn-TM-, Hampton Inn-TM- and Marriott-TM-. The
Company's hotels are located in eight states, with 28 hotels strategically
concentrated in the Dallas, Houston and Atlanta markets. The Company owns all
but one of the 39 hotels it manages.
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated
as of December 15, 1996 and amended as of April 1, 1997, among the Company,
Holiday Corporation ("Holiday Corporation") and Holiday Inns, Inc. ("Holiday
Inns"), and certain related agreements, the Company expects to acquire, or
acquire Holiday Inns' or its affiliates' interests in, as the case may be, 61
hotels (the "Acquired Holiday Hotels") owned or operated by Holiday Inns (or
affiliates thereof) containing a total of over 18,000 rooms (together with the
other transactions contemplated by the Merger Agreement and related agreements,
the "Holiday Acquisition"). Of these properties, 45 hotels are owned by Holiday
Inns (or affiliates thereof), 13 hotels are managed (but not owned) by Holiday
Inns and three hotels are managed by Holiday Inns and owned by partnerships in
which Holiday Inns owns an equity interest. These 61 mid-scale hotels are
located in 19 states, the District of Columbia and Canada, with concentrations
in the southern and southwestern United States and California, and operate under
Holiday Inns' brands. The Holiday Acquisition will be effected (i) by the
issuance of 2,391,286 shares of Common Stock to Holiday Corporation, (ii) the
issuance of 6,981,832 shares of Common Stock to Bass America Inc. ("BAI") in
satisfaction of $200 million of the $500 million outstanding indebtedness of
Holiday Inns to BAI and the payment in cash of the remaining $300 million of
such indebtedness, and (iii) the payment of $91 million in cash for seven of the
Acquired Holiday Hotels that are owned by affiliates of Holiday Inns. The cash
consideration payable in connection with the Holiday Acquisition is expected to
be funded by the Company with a new secured senior credit facility ("New Credit
Facility") which will replace the Company's existing $120 million secured senior
credit facility. The Company expects that the New Credit Facility will provide
for up to $560 million aggregate principal amount of term loan borrowings. The
consummation of the transactions contemplated by the Merger Agreement is subject
to certain conditions, including approval by the stockholders of the Company.
The Company's principal executive offices are located at 14285 Midway Road,
Suite 300, Dallas, Texas 75244, and its telephone number is (972) 391-3910.
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RISK FACTORS
The Securities are subject to a number of material risks, including those
enumerated below. Investors should carefully consider the risk factors
enumerated below together with all of the information set forth or incorporated
by reference in this Prospectus or the accompanying Prospectus Supplement in
determining whether to purchase any of the Securities. Each of the following
factors may have a material adverse effect on the Company's operations,
financial results, financial condition, liquidity, market valuation or market
liquidity in future periods.
FAILURE TO SUCCESSFULLY INTEGRATE ACQUIRED HOLIDAY HOTELS
To implement its growth strategy successfully, the Company must integrate
the Acquired Holiday Hotels and any other subsequently acquired hotels into its
existing operations. Upon the consummation of the Holiday Acquisition, the total
number of hotels operated by the Company would increase from 39 to 100, the
total number of rooms in such hotels would increase from approximately 10,000 to
over 28,000 and the total number of the Company's employees would increase from
approximately 4,000 to approximately 13,000. Upon the consummation of the
Holiday Acquisition, the Company would also enter geographic markets where it
previously did not have any properties. As a result, the consolidation of
functions and integration of departments, systems and procedures of the Acquired
Holiday Hotels with the Company's existing operations will present a significant
management challenge. There can be no assurance that the Company will be able to
effectively integrate the Acquired Holiday Hotels or achieve operating results
in the Acquired Holiday Hotels comparable to the historical performance of its
existing hotels. In addition, as a result of the Holiday Acquisition, the
financial condition and results of operations of the Company following the
Holiday Acquisition will not be comparable to the financial condition and
results of operations of the Company for periods prior to the Holiday
Acquisition.
HOTEL REDEVELOPMENT AND RENOVATION RISKS
The Company's present business plan contemplates the expenditure of at least
$150 million to redevelop or renovate a substantial number of the Acquired
Holiday Hotels over a three-year period. The Company expects to finance the
redevelopment and renovation of such Acquired Holiday Hotels from cash from
operations and borrowings under the New Credit Facility or other credit
facilities. The redevelopment or renovation of the Acquired Holiday Hotels and
any other subsequently acquired hotels involves risks associated with
construction and renovation of real property, including the possibility of
construction costs overruns and delays due to various factors (including receipt
of regulatory approvals, inclement weather and labor or material shortages and
the continued availability of construction and permanent financing) and market
or site deterioration after acquisition or renovation. The Company expects that
the redevelopment of any particular hotel could take a substantial period of
time to complete. Many of the hotels under redevelopment will be closed, or
operations at the hotels substantially curtailed, during portions of
redevelopment activity. Any unanticipated delays, expenses or disturbances of
hotels being redeveloped could have an adverse effect on the results of
operations and financial condition of the Company.
RISK OF SUBSTANTIAL LEVERAGE; RESTRICTIVE COVENANTS
As of December 31, 1996, the Company's long-term consolidated debt
(including current portion) was $232.7 million and its stockholders' equity was
$252.2 million. In connection with the Holiday Acquisition, the Company expects
to incur approximately $427.0 million of additional indebtedness which will
increase the ratio of its long-term debt (including current portion) to its
total capitalization (including current portion of long-term debt and shares
issued pursuant to the Holiday Acquisition) from 48.0% to 57.5% and increase the
variable rate debt as a percent of total debt from 36.4% to 80.0%. Subject to
limitations in its debt instruments, the Company may incur additional debt in
the future to finance, among other things, the redevelopment of the Acquired
Holiday Hotels and future acquisitions. Among other consequences, the Company's
continuing substantial indebtedness could increase the Company's vulnerability
to adverse general economic and lodging industry conditions (including increases
in interest rates) and could impair
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the Company's ability to obtain additional financing in the future and to take
advantage of significant business opportunities that may arise.
Certain of the debt instruments to which the Company is a party, including
the New Credit Facility, contain a number of restrictive covenants and events of
default, that, among other things, restrict the ability of the Company and its
subsidiaries to: acquire or dispose of assets or businesses, incur additional
indebtedness and contingent obligations, make capital expenditures, pay
dividends, create liens on assets, enter into leases, investments or
acquisitions, engage in mergers or consolidations or engage in certain
transactions with subsidiaries and affiliates, and otherwise restrict corporate
activities of the Company, including its ability to acquire additional hotels,
hotel businesses or assets, and to engage in certain changes of control and
asset sale transactions. In addition, the Company is required to maintain
specified financial ratios and comply with financial tests, including minimum
interest coverage ratios, maximum leverage ratios, minimum net worth and maximum
total indebtedness requirements. The ability of the Company to comply with such
covenants may be affected by events beyond its control, including prevailing
economic, financial and industry conditions. The breach of any of such covenants
or restrictions could permit acceleration of the debt thereunder and
acceleration of debt under other instruments of the Company that contain
cross-acceleration or cross-default provisions. If the Company were unable to
repay its indebtedness, its lenders could proceed against the collateral
securing such indebtedness. Substantially all of the Company's hotels are
pledged to secure indebtedness of the Company's subsidiaries, and the capital
stock of certain of its subsidiaries is pledged to secure certain indebtedness
of the Company.
Among other consequences, the leverage of the Company and such restrictive
covenants and other terms of the Company's debt instruments could impair the
Company's ability to obtain additional financing in the future, to make
acquisitions and to take advantage of significant business opportunities that
may arise. In addition, the Company's leverage may increase its vulnerability to
adverse general economic and lodging industry conditions and to increased
competitive pressures.
HOLDING COMPANY STRUCTURE
The Company is a holding company and, as such, conducts its business
operations principally through its subsidiaries. As indebtedness of a holding
company, the Debt Securities will be effectively subordinated to all existing
and future obligations of the Company's subsidiaries. At December 31, 1996, the
Company's subsidiaries had an aggregate of $164.4 million of indebtedness
outstanding (exclusive of unused commitments of $53.0 million available under a
$120.0 million secured senior credit facility).
As a holding company, the Company's ability to service its indebtedness,
including the Debt Securities, is dependent upon the operating cash flow of its
subsidiaries and the payment of funds by such subsidiaries to the Company in the
form of loans, dividends or otherwise. The ability of the Company's subsidiaries
to make such disbursements is subject to applicable law and, under certain
circumstances, restrictions contained in agreements entered into, or debt
instruments issued, by the Company and its subsidiaries, possibly including any
Supplemental Indenture (as defined in "Description of Debt Securities") or the
Debt Securities.
RISKS ASSOCIATED WITH THE LODGING INDUSTRY
OPERATING RISKS. The Company's business is subject to all of the operating
risks inherent in the lodging industry. These risks include changes in general
and local economic conditions, cyclical overbuilding in the lodging industry,
varying levels of demand for rooms and related services, competition from other
hotels, motels and recreational properties, changes in travel patterns, the
recurring need for renovations, refurbishment and improvements of hotel
properties, changes in governmental regulations that influence or determine
wages, prices and construction and maintenance costs and changes in interest
rates and the availability of credit. In addition, due to the level of fixed
costs required to operate full-service hotels, certain significant expenditures
necessary for the operation of hotels generally can not be reduced when
circumstances cause a reduction in revenue.
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COMPETITION IN THE LODGING INDUSTRY. The lodging industry is highly
competitive. There is no single competitor or small number of competitors of the
Company that are dominant in the industry. The Company's hotels operate in areas
that contain numerous competitors, many of which have substantially greater
resources than the Company. Competition in the lodging industry is based
generally on convenience of location, room rates and range and quality of
services and guest amenities offered. The Company considers the location of its
hotels and the services and guest amenities provided by it to be among the most
important factors in its business. Demographic, geographic or other changes in
one or more of the Company's markets could impact the convenience or
desirability of the sites of certain hotels, which would in turn affect the
operations of those hotels. In addition, new or existing competitors could
significantly lower rates or offer greater conveniences, services or amenities
or significantly expand, improve or introduce new facilities in markets in which
the Company's hotels compete.
SEASONALITY. The lodging industry is seasonal in nature. Generally, hotel
revenues are greater in the second and third quarters than in the first and
fourth quarters. This seasonality can be expected to cause quarterly
fluctuations in the revenues of the Company. Quarterly earnings also may be
adversely affected by events beyond the Company's control, such as extreme
weather conditions, economic factors and other considerations affecting travel.
COMPETITION FOR EXPANSION OPPORTUNITIES. The Company may compete for the
acquisition of hotels with entities that have substantially greater financial
resources than the Company. In addition, the Company believes that, as a result
of the downturn experienced by the lodging industry from the late 1980's through
the early 1990's and the significant number of foreclosures and bankruptcies
created thereby, the prices for many hotels recently have been at historically
low levels and often well below the cost to build new hotels. Accordingly, the
recent economic recovery in the lodging industry and the resulting increase in
funds available for hotel acquisitions may cause additional investors to enter
the hotel acquisition market, which may in turn cause hotel acquisition costs to
increase and the number of attractive hotel acquisition opportunities to
decrease.
RISKS ASSOCIATED WITH OWNING REAL ESTATE
The Company owns 38 of its 39 existing hotels. Of the 61 Acquired Holiday
Hotels to be acquired by the Company upon consummation of the Holiday
Acquisition, the Company will own 45 of them and hold an equity interest in
another three of them. Accordingly, the Company will be subject to varying
degrees of risk generally incident to the ownership of real estate. These risks
include, among others, changes in national, regional and local economic
conditions, local real estate market conditions, changes in interest rates and
in the availability, cost and terms of financing, the potential for uninsured
casualty and other losses, the impact of present or future environmental
legislation and compliance with environmental laws and adverse changes in zoning
laws and other regulations, many of which are beyond the control of the Company.
In addition, real estate investments are relatively illiquid, which means that
the ability of the Company to vary its portfolio of hotels in response to
changes in economic and other conditions may be limited.
SHARES AVAILABLE FOR FUTURE SALE
No prediction can be made as to the effect, if any, that future sales of
shares, or the availability of shares for future sale, will have on the market
price of the Common Stock prevailing from time to time. Sales of substantial
amounts of Common Stock (including shares issuable upon the exercise of stock
options), or the perception that such sales could occur, could adversely affect
prevailing market prices for the Common Stock. Upon consummation of the Holiday
Acquisition, the Company will have outstanding 25,938,958 shares of Common
Stock. Except for the 4,887,500 shares of Common Stock sold in the Company's
initial public offering, substantially all of the outstanding shares will be
"restricted securities" under Rule 144 under the Securities Act. Upon the
consummation of the Holiday Acquisition, 9,373,118 shares of Common Stock will
be beneficially owned by Holiday Corporation, BAI or affiliates thereof (the
"Holiday Entities") and 9,373,118 shares of Common Stock will continue to be
beneficially owned by
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United/Harvey Holdings, L.P. ("Holdings"). In connection with the Holiday
Acquisition, the Company will grant certain demand and incidental registration
rights to the Holiday Entities and Holdings with respect to all of the Common
Stock beneficially owned by them.
PRINCIPAL STOCKHOLDERS
Upon the consummation of the Holiday Acquisition, Holdings, which is
controlled by The Hampstead Group, L.L.C. ("Hampstead"), a private investment
firm, and the Holiday Entities will each beneficially own approximately 36% of
the issued and outstanding shares of Common Stock. In connection with the
Holiday Acquisition, the Company, Holdings and the Holiday Entities will enter
into a Stockholders' Agreement (the "Stockholders' Agreement") pursuant to which
Holdings and the Holiday Entities will agree to vote their shares of Common
Stock in order to ensure that the Company's reconstituted Board of Directors
(the "Board") will consist of nine directors comprised of, subject to adjustment
upon certain changes in beneficial ownership, the Company's present chief
executive officer and present chief operating officer, three directors
designated by the Holiday Entities (of which one must be an outside director),
three directors designated by Holdings (of which one must be an outside
director) and one outside director designated by the Company's chief executive
officer and chief operating officer, collectively. In addition, the
Stockholders' Agreement will also restrict the ability of Holdings and the
Holiday Entities to purchase or transfer shares of Common Stock. Accordingly,
Holdings and the Holiday Entities will together have the ability to elect or
remove members of the Board, and thereby control the management and affairs of
the Company, and will have the power to approve or block most actions requiring
approval of the stockholders of the Company.
POTENTIAL FOR CONFLICTS OF INTEREST INVOLVING CERTAIN BOARD MEMBERS
Certain members of the Board are employed by, or are principals of,
Hampstead or the Holiday Entities, each of which has interests in hotel
companies that in the past have competed, and in the future may compete, with
the Company for both guests and hotel acquisitions. In addition, the Company
will have franchise and other material relationships with the Holiday Entities
following the Holiday Acquisition. The members of the Board who are employed by
or principals of Hampstead or the Holiday Entities may have conflicts of
interest with respect to certain matters potentially or actually involving or
affecting the Company and such other hotel-related investments, such as
acquisition, development, financing and other corporate opportunities that may
be suitable for the Company and such other hotel companies. In addition, such
directors may also have conflicts of interests with respect to corporate
opportunities suitable for the Company, Hampstead and the Holiday Entities. To
the extent such opportunities arise, such directors will consult with
independent financial and legal advisors and make a determination after
consideration of a number of factors, including whether such opportunity is
presented to any such director in his capacity as a director of the Company or
as an affiliate of such other hotel company or of Hampstead or the Holiday
Entities, whether such opportunity is within the Company's line of business or
consistent with its strategic objectives and whether the Company will be able to
undertake or benefit from such opportunity. It is expected that Hampstead and
the Holiday Entities will follow similar procedures to the extent that Hampstead
or the Holiday Entities or any principal or affiliate of Hampstead or the
Holiday Entities that is not a director of the Company is presented with such an
opportunity. In addition, determinations will be made by the Board when
appropriate by the vote of the disinterested directors only. Notwithstanding the
foregoing, no assurance can be given that all conflicts will be resolved in
favor of the Company and its stockholders.
ENVIRONMENTAL RISKS
Under various federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real property may be
liable for the costs of removal or remediation of hazardous or toxic substances
on, under or in such property. Such laws often impose liability whether or not
the owner or operator knew of, or was responsible for, the presence of such
hazardous or toxic substances. In addition, the presence of contamination from
hazardous or toxic substances, or the failure
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to remediate such contaminated property properly, may adversely affect the
owner's ability to sell or rent such real property or to borrow using such real
property as collateral. Persons who arrange for the disposal or treatment of
hazardous or toxic substances may also be liable for the costs of removal or
remediation of such substances at the disposal or treatment facility, whether or
not such facility is or ever was owned or operated by such person. The operation
and removal of certain underground storage tanks also are regulated by federal
and state laws. In connection with the ownership and operation of its hotels and
other properties, the Company could be held liable for the costs of remedial
action with respect to such regulated substances and storage tanks and claims
related thereto. Remediation activities have been undertaken to address
potential contamination from storage tanks located on certain properties
currently and previously owned by the Company. Federal, state and local
environmental laws, ordinances and regulations also require abatement or removal
of certain asbestos-containing materials ("ACMs") and govern emissions of and
exposure to asbestos fibers in the air. Limited quantities of ACMs are present
in various building materials such as sprayed on ceiling treatments, roofing
materials or floor tiles at certain of the Company's hotels. Operations and
maintenance programs for maintaining ACMs have been, or are in the process of
being, designed and implemented at several of the Company's hotels.
DIVIDEND POLICIES; RESTRICTIONS ON PAYMENT OF DIVIDENDS
The Company does not anticipate that it will pay any dividends on its Common
Stock in the foreseeable future. The Company's indebtedness includes covenants
restricting the Company's ability to pay dividends or make certain other
distributions to stockholders. In connection with the offering of any
dividend-paying Preferred Stock hereby, the applicable Prospectus Supplement
will set forth the amount available for distribution as of the end of the most
recent fiscal period under the Company's loan arrangements.
ABSENCE OF PUBLIC MARKET FOR THE DEBT SECURITIES AND WARRANTS
All Securities will be a new issue of securities with no established trading
market, other than the Common Stock, which is listed on the NYSE. Any Common
Stock sold pursuant to a Prospectus Supplement will be listed on the NYSE,
subject to official notice of issuance. Any underwriters to whom Securities are
sold by the Company for public offering and sale may make a market in such
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the secondary market for any Securities.
CERTAIN PROVISIONS OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BYLAWS
The Company's Amended and Restated Certificate of Incorporation
("Certificate of Incorporation") and Amended and Restated Bylaws ("Bylaws")
contain provisions that may have the effect of delaying, deferring or preventing
a change in control of the Company. See "Description of Capital Stock." In
addition, the Certificate of Incorporation presently authorizes the issuance of
up to 75,000,000 shares of Common Stock and 25,000,000 shares of Preferred
Stock. In connection with the Holiday Acquisition, the Company will amend the
Certificate of Incorporation to authorize the issuance of up to 150,000,000
shares of Common Stock and to eliminate the provisions of the Certificate of
Incorporation that classify the Board. The Board will have the power to
determine the price and terms under which any additional capital stock may be
issued and to fix the terms of such Preferred Stock.
USE OF PROCEEDS
Except as may be set forth in the accompanying Prospectus Supplement, the
net proceeds from the sale of Securities will be applied by the Company for
general corporate purposes, which may include the repayment of indebtedness
outstanding from time to time, acquisitions and other general corporate
purposes.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges for
the Company and its consolidated subsidiaries for each of the periods indicated.
To date, the Company has not issued any Preferred Stock; therefore, the ratios
of earnings to combined fixed charges and preferred stock dividends are the same
as the ratios of earnings to fixed charges set forth below.
<TABLE>
<CAPTION>
FISCAL YEAR
ENDED ELEVEN MONTHS ENDED
DECEMBER 31, 1996 DECEMBER 31, 1995(B)
------------------- ---------------------
<S> <C> <C>
Consolidated ratio of earnings to fixed charges
(unaudited)(a)..................................... 2.20x 1.40x
</TABLE>
- ------------------------
(a) For purposes of computing the ratio of earnings to fixed charges, earnings
consist of income before income taxes and extraordinary items plus fixed
charges (excluding capitalized interest). Fixed charges represent interest
incurred, amortization of debt expense and that portion of rental expense on
operating leases deemed to be the equivalent of interest.
(b) The Company was formed on January 31, 1995.
DESCRIPTION OF DEBT SECURITIES
GENERAL
The Senior Securities are to be issued under an indenture dated as of a date
prior to the first issuance of Senior Securities, as supplemented from time to
time (the "Senior Indenture"), between the Company and a trustee to be named in
the applicable Prospectus Supplement (the "Senior Trustee"), and the
Subordinated Securities are to be issued under an indenture to be dated as of a
date prior to the first issuance of Subordinated Securities, as supplemented
from time to time (the "Subordinated Indenture"), between the Company and a
trustee to be named in the applicable Prospectus Supplement (the "Subordinated
Trustee"). The term "Trustee" as used herein shall refer to either the Senior
Trustee or the Subordinated Trustee, as appropriate, for Senior Securities or
Subordinated Securities. The form of the Senior Indenture and the form of the
Subordinated Indenture (being referred to herein collectively as the
"Indentures" and individually as an "Indenture") are filed as exhibits to the
Registration Statement. The Indentures are subject to and governed by the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"). The statements
made under this heading relating to the Debt Securities and the Indentures are
summaries of the provisions thereof, do not purport to be complete, and are
qualified in their entirety by reference to the Indentures, including the
definitions of certain terms therein. Certain capitalized terms used below but
not defined herein have the meanings ascribed to them in the Indentures.
The Debt Securities will be direct, unsecured obligations of the Company.
The indebtedness represented by the Senior Securities will rank equally with all
other unsecured and unsubordinated indebtedness of the Company. The indebtedness
represented by the Subordinated Securities will be subordinated in right of
payment to the prior payment in full of the Senior Indebtedness of the Company
as described under "--Subordination" below. The Indentures do not limit the
aggregate amount of Debt Securities which may be issued thereunder. The Debt
Securities may be issued from time to time in one or more series. A supplemental
indenture to the applicable Indenture (the "Supplemental Indenture") will be
entered into by the Company and the applicable Trustee with respect to the
issuance of each series of Debt Securities, which will set forth the terms and
provisions of such series of Debt Securities. Reference is made to the
accompanying Prospectus Supplement for a description of the following terms and
other information with respect to the Debt Securities being offered hereby: (i)
the title of such Debt Securities and whether they are Senior Securities or
Subordinated Securities; (ii) any limit on the aggregate principal
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<PAGE>
amount of such Debt Securities; (iii) the persons to whom any interest on such
Debt Securities will be payable, if other than the registered holders thereof on
the Regular Record Date therefor; (iv) the date or dates (or manner of
determining the same) on which the principal of such Debt Securities will be
payable; (v) the rate or rates (or manner of determining the same) at which such
Debt Securities will bear interest, if any, and the date or dates from which
such interest will accrue; (vi) the dates (or manner of determining the same) on
which such interest will be payable and the Regular Record Dates for such
Interest Payment Dates; (vii) the place or places where the principal of and any
premium and interest on such Debt Securities will be payable; (viii) the period
or periods, if any, within which, and the price or prices at which, such Debt
Securities may be redeemed, in whole or in part, at the option of the Company;
(ix) any mandatory or optional sinking fund or analogous provisions; (x) the
denominations in which any Debt Securities will be issuable if other than
denominations of $1,000 and any integral multiple thereof; (xi) the currency or
currencies or currency units, if other than currency of the United States of
America, in which payment of the principal of and any premium or interest on
such Debt Securities will be payable, and the terms and conditions of any
elections that may be made available with respect thereto; (xii) any index or
formula used to determine the amount of payments of principal of and any premium
or interest on such Debt Securities; (xiii) whether the Debt Securities are to
be issued in whole or in part in the form of one or more global securities
("Global Securities"), and, if so, the identity of the depositary, if any, for
such Global Security or Securities; (xiv) the terms and conditions, if any,
pursuant to which such Debt Securities are convertible into or exchangeable for
Common Stock or other securities; (xv) the applicability of the provisions
described in "--Defeasance" below; (xvi) any subordination provisions applicable
to such Debt Securities in addition to or different than those described under
"--Subordination" below; (xvii) any addition to, or modification or deletion of,
any Events of Default or covenants with respect to such Debt Securities,
including, without limitation, the amount to be specified in connection with
clause (v) under "-- Events of Default" below; and (xviii) any other terms of
the Debt Securities.
Debt Securities may be issued at a discount from their stated principal
amount. Certain federal income tax considerations and other special
considerations applicable to any Debt Security issued with original issue
discount (an "Original Issue Discount Security") may be described in an
applicable Prospectus Supplement.
If the purchase price of any of the Debt Securities is denominated in a
foreign currency or currencies or a foreign currency unit or units or if the
principal of and any premium and interest on any series of Debt Securities is
payable in a foreign currency or currencies or a foreign currency unit or units,
the restrictions, elections, general tax considerations, specific terms and
other information with respect to such issue of Debt Securities and such foreign
currency or currencies or foreign currency unit or units will be set forth in an
applicable Prospectus Supplement.
Unless otherwise indicated in an applicable Prospectus Supplement, (i) the
Debt Securities will be issued only in fully registered form in denominations of
$1,000 or integral multiples thereof and (ii) payment of principal, premium (if
any), and interest on the Debt Securities will be payable, and the exchange,
conversion and transfer of Debt Securities will be registerable, at the office
or agency of the Company maintained for such purposes and at any other office or
agency maintained for such purpose. No service charge will be made for any
registration of transfer or exchange of the Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith.
BOOK-ENTRY DEBT SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary (a "Depositary") or its nominee identified in an applicable
Prospectus Supplement. In such a case, one or more Global Securities will be
issued in a denomination or aggregate denominations equal to the portion of the
aggregate principal amount of Debt Securities of the series to be represented by
such Global Security or Securities. Unless and
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<PAGE>
until it is exchanged in whole or in part for Debt Securities in registered
form, a Global Security may not be registered for transfer or exchange except as
a whole by the Depositary for such Global Security to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any nominee to a successor
Depositary or a nominee of such successor Depositary and except in any other
circumstances described in an applicable Prospectus Supplement.
The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Global Security will be
described in an applicable Prospectus Supplement. The Company expects that the
following provisions will apply to depositary arrangements.
Unless otherwise specified in an applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a Depositary will be represented by a Global Security registered
in the name of such depositary or its nominee. Upon the issuance of such Global
Security, and the deposit of such Global Security with or on behalf of the
Depositary for such Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
institutions that have accounts with such depositary or its nominee
("Participants"). The accounts to be credited will be designated by the
underwriters or agents of such Debt Securities or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of beneficial
interests in such Global Securities will be limited to Participants or Persons
that may hold interests through Participants. Ownership of beneficial interests
by Participants in such Global Security will be shown on, and the transfer of
that ownership interest will be effected only through, records maintained by the
Depositary or its nominee for such Global Security. Ownership of beneficial
interests in such Global Security by Persons that hold through Participants will
be shown on, and the transfer of that ownership interest within such Participant
will be effected only through, records maintained by such Participants. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Debt
Securities represented by such Global Security for all purposes under the
applicable Indenture. Unless otherwise specified in an applicable Prospectus
Supplement, owners of beneficial interests in such Global Securities will not be
entitled to have Debt Securities of the series represented by such Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of Debt Securities of such series in certificated form and
will not be considered the owners or Holders thereof for any purpose under the
applicable Indenture. Accordingly, each Person owning a beneficial interest in
such Global Security must rely on the procedures of the Depositary and, if such
Person is not a Participant, on the procedures of the Participant through which
such Person owns its interest, to exercise any rights of a Holder under the
applicable Indenture. The Company understands that, under existing industry
practices, if the Company requests any action of Holders or an owner of a
beneficial interest in such Global Security desires to give any notice or take
any action a Holder is entitled to give or take under the applicable Indenture,
the Depositary would authorize the Participants to give such notice or take such
action, and the Participants would authorize beneficial owners owning through
such Participants to give such notice or take such action or would otherwise act
upon the instructions of beneficial owners owning through them.
Principal of and any premium and interest on a Global Security will be
payable in the manner described in an applicable Prospectus Supplement. Payment
of principal of, and any premium or interest on, Debt Securities registered in
the name of or held by a Depository or its nominee will be made to the
Depository or its nominee, as the case may be, as the registered owner or the
holder of the Global Security representing such Debt Securities. None of the
Company, the applicable Trustee, any Paying Agent or the Registrar for such Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
11
<PAGE>
CERTAIN COVENANTS IN THE INDENTURES
MAINTENANCE OF OFFICE OR AGENCY. The Company will be required to maintain
an office or agency in each place of payment for each series of Debt Securities
for notice and demand purposes and for the purposes of presenting or
surrendering Debt Securities for payment, registration of transfer or exchange.
PAYING AGENTS, ETC. If the Company acts as its own paying agent with
respect to any series of Debt Securities, on or before each due date of the
principal of, or interest on any of the Debt Securities of that series, it will
be required to segregate and hold in trust for the benefit of the persons
entitled thereto a sum sufficient to pay such amount due and to notify the
applicable Trustee promptly of its action or failure so to act. If the Company
has one or more paying agents for any series of Debt Securities, prior to each
due date of the principal of or interest on any Debt Securities of that series,
it will deposit with a paying agent a sum sufficient to pay such amount, and the
Company will promptly notify the applicable Trustee of its action or failure so
to act (unless such paying agent is such Trustee). All moneys paid by the
Company to a paying agent for the payment of principal of and interest on any
Debt Securities that remain unclaimed for two years after such principal or
interest has become due and payable may be repaid to the Company, and thereafter
the holder of such Debt Securities may look only to the Company for payment
thereof.
PAYMENT OF TAXES AND OTHER CLAIMS. The Company will be required to pay and
discharge, before the same become delinquent, (i) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary of the
Company or their properties and (ii) all claims that if unpaid would result in a
lien on their property and have a material adverse effect on the business,
assets, financial condition or results of operations of the Company and its
Subsidiaries, taken as a whole (a "Material Adverse Effect"), unless the same is
being contested by proper proceedings.
MAINTENANCE OF PROPERTIES. The Company will be required to cause all
properties used in the business of the Company or any subsidiary of the Company
to be maintained and kept in good condition, repair and working order, except to
the extent that the failure to do so would not have a Material Adverse Effect.
EXISTENCE. The Company will be required to, and also will be required to
cause its Subsidiaries to, preserve and keep in full force their existence,
charter rights, statutory rights and franchises, except to the extent that
failure to do so would not have a Material Adverse Effect.
COMPLIANCE WITH LAWS. The Company will be required to and to cause its
Subsidiaries to comply with all applicable laws to the extent the failure to do
so would have a Material Adverse Effect.
RESTRICTIVE COVENANTS. Any restrictive covenants applicable to any series
of Debt Securities will be described in an applicable Prospectus Supplement.
EVENTS OF DEFAULT
The following are Events of Default under each Indenture with respect to
Debt Securities of any series: (i) default in the payment of the principal of
(or premium, if any, on) any Debt Security of that series when it becomes due
and payable; (ii) default in the payment of any interest on any Debt Security of
that series when it becomes due and payable, and continuance of such default for
a period of 30 calendar days; (iii) default in the making of any sinking fund
payment as and when due by the terms of any Debt Security of that series; (iv)
default in the performance, or breach, of any other covenant or warranty of the
Company in such Indenture (other than a covenant included in such Indenture
solely for the benefit of a series of Debt Securities other than that series)
and continuance of such default for a period of 60 calendar days after written
notice thereof has been given to the Company as provided in such Indenture; (v)
any nonpayment at maturity or other default (beyond any applicable grace period)
under any agreement or instrument relating to any other indebtedness of the
Company the principal amount of which is not less than the amount specified in
the applicable Supplemental Indenture, which default results in such
indebtedness becoming due prior to its stated maturity or occurs at the final
maturity thereof; (vi) certain events of bankruptcy, insolvency or
reorganization involving the Company; and (vii) any other Event of
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<PAGE>
Default provided with respect to Debt Securities of that series. Pursuant to the
Trust Indenture Act, the applicable Trustee is required, within 90 calendar days
after the occurrence of a default under the applicable Indenture in respect of
any series of Debt Securities, to give to the Holders of the Debt Securities of
such series notice of all such uncured defaults known to it (except that, in the
case of a default in the performance of any covenant of the character
contemplated in clause (iv) of the preceding sentence, no such notice to Holders
of the Debt Securities of such Series will be given until at least 30 calendar
days after the occurrence thereof), except that, other than in the case of a
default of the character contemplated in clause (i), (ii) or (iii) of the
preceding sentence, the applicable Trustee may withhold such notice if and so
long as it in good faith determines that the withholding of such notice is in
the interests of the Holders of the Debt Securities of such series.
If an Event of Default with respect to Debt Securities occurs and is
continuing, either the applicable Trustee or the Holders of at least 25% in
principal amount of the Debt Securities of that series by notice as provided in
the applicable Indenture may declare the principal amount (or, if the Debt
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
Debt Securities of that series to be due and payable immediately. However, at
any time after a declaration of acceleration with respect to Debt Securities of
any series has been made, but before a judgment or decree based on such
acceleration has been obtained, the Holders of a majority in principal amount of
the Debt Securities of that series may, under certain circumstances, rescind and
annul such acceleration. See "--Modification and Waiver" below. If an Event of
Default under clause (vi) of the immediately preceding paragraph occurs, then
the principal of, premium on, if any, and accrued interest on the Debt
Securities of that series will become immediately due and payable without any
declaration or other act on the part of the applicable Trustee of any holder of
the Debt Securities of that series.
Each Indenture provides that, subject to the duty of the applicable Trustee
thereunder during an Event of Default to act with the required standard of care,
such Trustee will be under no obligation to exercise any of its rights or powers
under the applicable Indenture at the request or direction of any of the
Holders, unless such Holders shall have offered to such Trustee reasonable
security or indemnity. Subject to certain provisions, including those requiring
security or indemnification of the applicable Trustee, the Holders of a majority
in principal amount of the Debt Securities of any series will have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to such Trustee, or exercising any trust or power conferred on such
Trustee, with respect to the Debt Securities of that series.
No Holder of a Debt Security of any series will have any right to institute
any proceeding with respect to the applicable Indenture or for any remedy
thereunder unless such Holder shall have previously given to the applicable
Trustee written notice of a continuing Event of Default and unless the Holders
of at least 25% in aggregate principal amount of the outstanding Debt Securities
of the same series have also made written request, and offered reasonable
indemnity, to such Trustee to institute such proceeding as trustee, and such
Trustee has received from the Holders of a majority in aggregate principal
amount of the outstanding Debt Securities of the same series a direction
inconsistent with such request and has failed to institute such proceeding
within 60 calendar days. However, such limitations do not apply to a suit
instituted by a Holder of a Debt Security for enforcement of payment of the
principal of and interest on such Debt Security on or after the respective due
dates expressed in such Debt Security.
The Company is required to furnish to each Trustee annually a statement as
to the performance by the Company of its obligations under the applicable
Indenture and as to any default in such performance thereunder.
Any additional Events of Default with respect to any series of Debt
Securities, and any variations from the foregoing Events of Default applicable
to any series of Debt Securities, will be described in an applicable Prospectus
Supplement.
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MODIFICATION AND WAIVER
Modifications and amendments of each Indenture may be made by the Company
and the applicable Trustee with the consent of the Holders of not less than a
majority in aggregate principal amount of the Debt Securities of each series
affected thereby, except that no such modification or amendment may, without the
consent of the Holder of each Debt Security affected thereby, (i) change the
Stated Maturity of, or any installment of principal of, or interest on, any Debt
Security; (ii) reduce the principal amount of, the rate of interest on, or the
premium, if any, payable upon the redemption of, any Debt Security; (iii) reduce
the amount of principal of an Original Issue Discount Security payable upon
acceleration of the Maturity thereof; (iv) change the place or currency of
payment of principal of, or premium, if any, or interest on any Debt Security;
(v) impair the right to institute suit for the enforcement of any payment on or
with respect to any Debt Security on or after the Stated Maturity or Prepayment
Date thereof; (vi) reduce the percentage in principal amount of Debt Securities
of any series, the consent of the Holders of which is required for modification
or amendment of the applicable Indenture or for waiver of compliance with
certain provisions of such Indenture or for waiver of certain defaults; or (vii)
in the case of the Subordinated Indenture, modify any of the provisions relating
to the subordination of the Subordinated Securities in a manner adverse to the
Holders thereof.
The Holders of at least a majority in aggregate principal amount of the Debt
Securities of any series may on behalf of the Holders of all Debt Securities of
that series waive, insofar as that series is concerned, compliance by the
Company with certain covenants of the applicable Indenture. The Holders of not
less than a majority in principal amount of the Debt Securities of any series
may, on behalf of the Holders of all Debt Securities of that series, waive any
past default under the applicable Indenture with respect to that series, except
a default in the payment of the principal of, or premium, if any, or interest
on, any Debt Security of that series or in respect of a provision which under
such Indenture cannot be modified or amended without the consent of the Holder
of each Debt Security of that series affected thereby.
DEFEASANCE
Unless otherwise specified in a Prospectus Supplement applicable to a
particular series of Debt Securities, the Company, at its option, (i) will be
deemed to have been discharged from its obligations with respect to the Debt
Securities of such series (except for certain obligations, including obligations
to register the transfer or exchange of Debt Securities of such series, to
replace destroyed, stolen, lost or mutilated Debt Securities of such series and
to maintain an office or agency in respect of the Debt Securities and hold
moneys for payment in trust) or (ii) will be released from its obligations to
comply with the covenants that are described under "--Certain Covenants" above
with respect to the Debt Securities of such series and any other covenants so
designated in an applicable Prospectus Supplement with respect to the Debt
Securities of such series, and the occurrence of an event described in clause
(iv) under "--Events of Default" above with respect to any defeased covenant and
clauses (v) and (vii) under "--Events of Default" above any other event of
default so designated in an applicable Prospectus Supplement with respect to the
Debt Securities of such series will no longer be an Event of Default if, in
either case, the Company irrevocably deposits with the applicable Trustee, in
trust, money or direct obligations of the United States of America for the
payment of which the full faith and credit of the United States of America is
pledged or obligations of an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable at the issuer's option ("U.S. Government Obligations") or certain
depositary receipts therefor that through the payment of interest thereon and
principal thereof in accordance with their terms will provide money in an amount
sufficient to pay all the principal of (and premium, if any) and any interest on
the Debt Securities of such series on the dates such payments are due in
accordance with the terms of such Debt Securities. Such defeasance may be
effected only if, among other things, (a) no Event of Default or event which
with the giving of notice or lapse or time, or both, would become an Event of
Default under the applicable Indenture shall have occurred and be continuing on
the date of such deposit, (b) no Event of Default described under clause (vi)
under "--Events of
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<PAGE>
Default" above or event that with the giving of notice or lapse of time, or
both, would become an Event of Default described under such clause (vi) shall
have occurred and be continuing at any time on or prior to the 90th calendar day
following such date of deposit, (c) in the event of defeasance under clause (i)
above, the Company has delivered an Opinion of Counsel, stating that (1) the
Company has received from, or there has been published by, the IRS a ruling or
(2) since the date of the applicable Indenture there has been a change in
applicable federal law, in either case to the effect that, among other things,
the holders of the Debt Securities of such series will not recognize gain or
loss for United States federal income tax purposes as a result of such deposit
or defeasance and will be subject to United States federal income tax in the
same manner as if such defeasance had not occurred and (d) in the event of
defeasance under clause (ii) above, the Company has delivered an Opinion of
Counsel to the effect that, among other things, the Holders of the Debt
Securities of such series will not recognize gain or loss for United States
federal income tax purposes as a result of such deposit or defeasance and will
be subject to United States federal income tax in the same manner as if such
defeasance had not occurred. In the event the Company fails to comply with its
remaining obligations under the applicable Indenture after a defeasance of such
Indenture with respect to the Debt Securities of any series as described under
clause (ii) above and the Debt Securities of such series are declared due and
payable because of the occurrence of any undefeased Event of Default, the amount
of money and U.S. Government Obligations on deposit with the applicable Trustee
may be insufficient to pay amounts due on the Debt Securities of such series at
the time of the acceleration resulting from such Event of Default. However, the
Company will remain liable in respect of such payments.
SATISFACTION AND DISCHARGE
The Company, at its option, may satisfy and discharge either Indenture
(except for certain obligations of the Company and the applicable Trustee,
including, among others, the obligations to apply money held in trust) when (i)
either (a) all Debt Securities previously authenticated and delivered (other
than (1) Debt Securities that were destroyed, lost or stolen and that have been
replaced or paid and (2) Debt Securities for the payment of which money has been
deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust) have been delivered to the
applicable Trustee for cancellation or (b) all such Debt Securities not
theretofore delivered to such Trustee for cancellation (1) have become due and
payable, (2) will become due and payable at their Stated Maturity within one
year or (3) are to be called for redemption within one year under arrangements
satisfactory to such Trustee for the giving of notice of redemption by such
Trustee in the name and at the expense of the Company, and the Company has
deposited or caused to be deposited with such Trustee as trust funds in trust
for such purpose an amount sufficient to pay and discharge the entire
indebtedness on such Debt Securities not previously delivered to such Trustee
for cancellation, for principal and any premium and interest to the date of such
deposit (in the case of Debt Securities which have become due and payable) or to
the stated maturity or redemption date, as the case may be, (ii) the Company has
paid or caused to be paid all other sums payable under the applicable Indenture
by the Company and (iii) the Company has delivered to such Trustee an Officer's
Certificate and an Opinion of Counsel, each to the effect that all conditions
precedent relating to the satisfaction and discharge of the applicable Indenture
have been satisfied.
SUBORDINATION
Upon any distribution of assets of the Company upon the dissolution, winding
up, liquidation or reorganization of the Company, the payment of the principal
of (and premium, if any) and interest on the Subordinated Securities will be
subordinated to the extent provided in the Subordinated Indenture in right of
payment to the prior payment in full of all Senior Indebtedness, including
Senior Securities, but the obligation of the Company to make payment of
principal (and premium, if any) or interest on the Subordinated Securities will
not otherwise be affected. No payment on account of principal (or premium, if
any), sinking fund or interest may be made on the Subordinated Securities at any
time when there is a default in the payment of principal, premium, if any,
sinking fund or interest on Senior Indebtedness. In
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<PAGE>
the event that, notwithstanding the foregoing, any payment by the Company
described in the foregoing sentence is received by the Subordinated Trustee
under the Subordinated Indenture or the Holders of any of the Subordinated
Securities before all Senior Indebtedness is paid in full, such payment or
distribution shall be paid over to the holders of such Senior Indebtedness or on
their behalf for application to the payment of all Senior Indebtedness remaining
unpaid until all such Senior Indebtedness shall have been paid in full, after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness. Subject to payment in full of Senior Indebtedness, the
Holders of the Subordinated Securities will be subrogated to the rights of the
holders of the Senior Indebtedness to the extent of payments made to the holders
of such Senior Indebtedness out of the distributive share of the Subordinated
Securities.
By reason of such subordination, in the event of a distribution of assets
upon insolvency, certain general creditors of the Company may recover more,
ratably, than Holders of the Subordinated Securities. The Subordinated Indenture
provides that the subordination provisions thereof shall not apply to money and
securities held in trusts pursuant to the satisfaction and discharge and the
legal defeasance provisions of the Subordinated Indenture.
If this Prospectus is being delivered in connection with the offering of a
series of Subordinated Securities, the accompanying Prospectus Supplement or the
information incorporated by reference therein will set forth the approximate
amount of Senior Indebtedness outstanding as of a recent date.
LIMITATIONS ON MERGER AND CERTAIN OTHER TRANSACTIONS
Prior to the satisfaction and discharge of either Indenture, the Company may
not consolidate with or merge with or into any other person, or transfer all or
substantially all of its properties and assets to another person unless (i)
either (a) the Company is the continuing or surviving person in such a
consolidation or merger or (b) the person (if other than the Company) formed by
such consolidation or into which the Company is merged or to which all or
substantially all of the properties and assets of the Company are transferred
(the Company or such other person being referred to as the "Surviving Person")
is a corporation organized and validly existing under the laws of the United
States, any state thereof, or the District of Columbia, and expressly assumes,
by an indenture supplement, all the obligations of the Company under the Debt
Securities and the applicable Indenture, (ii) immediately after the transaction
and the incurrence or anticipated incurrence of any indebtedness to be incurred
in connection therewith, no Event of Default exists and (iii) an officer's
certificate is delivered to the applicable Trustee to the effect that the
conditions set forth in the preceding clauses (i) and (ii) have been satisfied
and an opinion of counsel has been delivered to the applicable Trustee to the
effect that the conditions set forth in the preceding clause (i) have been
satisfied. The Surviving Person will succeed to and be substituted for the
Company with the same effect as if it has been named in the applicable Indenture
as a party thereto, and thereafter the predecessor corporation will be relieved
of all obligations and covenants under such Indenture and the Debt Securities.
CONVERSION RIGHTS
The terms and conditions, if any, on which Debt Securities being offered are
convertible into Common Stock or other Securities of the Company will be set
forth in the Prospectus Supplement relating thereto. Such terms will include the
conversion price, the conversion period, provisions as to whether conversion
will be at the option of the Holder or the Company, the events requiring an
adjustment of the conversion price and provisions affecting conversion in the
event of the redemption of such Debt Securities.
GOVERNING LAW
The Indentures and the Debt Securities will be governed by, and construed in
accordance with, the laws of the State of New York.
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REGARDING THE TRUSTEES
Each Indenture contains certain limitations on the right of the applicable
Trustee, should it become a creditor of the Company within three months of, or
subsequent to, a default by the Company to make payment in full of principal of
or interest on any series of Debt Securities when and as the same becomes due
and payable, to obtain payment of claims, or to realize for its own account on
property received in respect of any such claim as security or otherwise, unless
and until such default is cured. However, the applicable Trustee's rights as a
creditor of the Company will not be limited if the creditor relationship arises
from, among other things, the ownership or acquisition of securities issued
under any indenture or having a maturity of one year or more at the time of
acquisition by such Trustee; certain advances authorized by a receivership or
bankruptcy court of competent jurisdiction or by the applicable Indenture;
disbursements made in the ordinary course of business in its capacity as
indenture trustee, transfer agent, registrar, custodian or paying agent or in
any other similar capacity; indebtedness created as a result of goods or
securities sold in a cash transaction or services rendered or premises rented;
or the acquisition, ownership, acceptance or negotiation of certain drafts,
bills of exchange, acceptances, or other obligations. The Indentures do not
prohibit the Trustees from serving as trustee under any other indenture to which
the Company may be a party from time to time or from engaging in other
transactions with the Company. If either Trustee acquires any conflicting
interest and there is an Event of Default under the applicable Indenture with
respect to any series of Debt Securities, such Trustee must eliminate such
conflict or resign.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The Certificate of Incorporation presently provides that the authorized
capital stock of the Company consists of 75,000,000 shares of Common Stock and
25,000,000 shares of Preferred Stock. In connection with the Holiday
Acquisition, the Company will amend the Certificate of Incorporation to
authorize the issuance of up to 150,000,000 shares of Common Stock. As of April
1, 1997, 16,565,840 shares of Common Stock were issued and outstanding and no
shares of Preferred Stock were issued or outstanding.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share owned of
record on all matters voted upon by stockholders. Subject to preferential rights
that may be applicable to any Preferred Stock outstanding, holders of Common
Stock are entitled to receive dividends if, as and when declared by the Board
out of funds legally available therefor. In the event of a liquidation,
dissolution or winding-up of the Company, holders of Common Stock are entitled
to share equally and ratably in the assets of the Company, if any, remaining
after the payment of all liabilities of the Company and the liquidation
preferences of any outstanding Preferred Stock. Holders of the Common Stock have
no preemptive rights, no cumulative voting rights and no rights to convert their
Common Stock into any other securities, and there are no redemption of sinking
fund provisions with respect to the Common Stock. The Common Stock is listed on
the NYSE under the symbol "BH." The transfer agent and registrar for the Common
Stock is American Stock Transfer and Trust Company.
PREFERRED STOCK
The Board has the authority to issue the authorized shares of Preferred
Stock in one or more series and to fix the designations, relative powers,
preferences, rights, qualifications, limitations and restrictions of all shares
of each such series, including, without limitation, dividend rates, conversion
rights, voting rights, redemption and sinking fund provisions, liquidation
preferences and the number of shares constituting each such series, without any
further vote or action by the stockholders. The issuance of Preferred Stock
could decrease the amount of earnings and assets available for distribution to
holders of Common Stock or adversely affect the rights and powers, including
voting rights, of the holders of Common Stock.
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The issuance of Preferred Stock also could have the effect of delaying,
deferring or preventing a change in control of the Company.
CERTAIN CORPORATE GOVERNANCE MATTERS
The Certificate of Incorporation and Bylaws presently provide that the
directors of the Company be classified into three classes with the directors in
each class serving for three-year terms and until their successors are elected.
Any additional person selected to the Board will be added to a particular class
of directors to be determined at the time of such election; although in
accordance with the Certificate of Incorporation and Bylaws, the number of
directors in each class will be identical, or as nearly as practicable thereto,
based on the total number of directors then serving as such. Officers serve at
the pleasure of the Board. In connection with the Holiday Acquisition, the
Company will amend the Certificate of Incorporation and Bylaws to eliminate the
provisions thereof relating to the classification of the Board.
The Bylaws provide that nominations for election of directors by the
stockholders may be made by the Board or by any stockholder entitled to vote in
the election of directors generally. The Bylaws require that stockholders
intending to nominate candidates for election as directors deliver written
notice thereof to the Secretary of the Company not later than 60 days in advance
of the meeting of stockholders; provided, however, that in the event that the
date of the meeting is not publicly announced by the Company by inclusion in a
report filed with the Commission under the Exchange Act or furnished to
stockholders, or by mail, press release, or otherwise more than 75 days prior to
the meeting, notice by the stockholder to be timely must be delivered to the
Secretary of the Company not later than the close of business on the tenth day
following the date on which such announcement of the date of the meeting was so
communicated. The Bylaws further require that the notice by the stockholder set
forth certain information concerning such stockholder and the stockholder's
nominees, including their names and addresses, a representation that the
stockholder is entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons specified in the
notice, the class and number of shares of the Company's stock owned or
beneficially owned by such stockholder, a description of all arrangements or
undertakings between the stockholder and each nominee, such other information as
would be required to be included in a proxy statement soliciting proxies for the
election of the nominees of such stockholder and the consent of each nominee to
serve as a director of the Company if so elected. The chairman of the meeting
may refuse to acknowledge the nomination of any person not made in compliance
with these requirements.
In addition to the provisions relating to classification of the Board and
the nomination procedures described above, the Certificate of Incorporation and
Bylaws provide, in general, that (i) the number of directors of the Company will
be fixed, within a specified range, by a majority of the total number of the
Company's directors (assuming no vacancies) or by the holders of at least 80% of
the Company's voting stock, (ii) the directors of the Company in office from
time to time, or, if no directors remain in office, the stockholders, will fill
any vacancy or newly created directorship on the Board, with any new director to
serve in the class of directors to which he or she is so elected, (iii)
directors of the Company may be removed only for cause by the holders of at
least 80% of the Company's voting stock, (iv) stockholder action can be taken
only at an annual or special meeting of stockholders and not by written consent
in lieu of a meeting, (v) except as described below, special meetings of
stockholders may be called only by the Chairman or a Vice Chairman of the Board
or by a majority of the total number of directors of the Company (assuming no
vacancies) and the business permitted to be conducted at any such meeting is
limited to that brought before the meeting by the Company's Chairman of the
Board or his specific designee or by a majority of the total number of directors
of the Company (assuming no vacancies), and (vi) the Board, the Chairman or a
Vice Chairman may postpone and reschedule any previously scheduled annual or
special meeting of stockholders. The Bylaws also require that stockholders
desiring to bring any business before an annual meeting of stockholders deliver
written notice thereof to the Secretary of the Company not later than 60 days in
advance of the meeting of stockholders; provided, however, that in the event
that the date of the meeting is not publicly announced by the Company by press
release or inclusion
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in a report filed with the Commission under the Exchange Act or furnished to
stockholders more than 75 days prior to the meeting, notice by the stockholder
to be timely must be delivered to the Secretary of the Company not later than
the close of business on the tenth day following the day on which such
announcement of the date of the meeting was so communicated. The Bylaws further
require that the notice by the stockholder set forth a description of the
business to be brought before the meeting and the reasons for conducting such
business at the meting and certain information concerning the stockholder
proposing such business and the beneficial owner, if any, on whose behalf the
proposal is made, including their names and addresses, the class and number of
shares of the Company that are owned beneficially and of record by each of them,
and any material interest of either of them in the business proposed to be
brought before the meeting. Upon the written request of the holders of not less
than a majority of the Company's voting stock, the Board will be required to
call a meeting of stockholders for any lawful purpose (which may not, however,
include the election of directors) and fix a record date for the determination
of stockholders entitled to notice of and to vote at such meeting (which record
date may not be later than 60 days after the date of receipt of notice of such
meeting), provided that in the event that the Board calls an annual or special
meeting of stockholders to be held not later than 120 days after receipt of any
such written request, no separate special meeting of stockholders as so
requested will be required to be convened provided that the purposes of such
annual or special meeting called by the Board include (among others) the
purposes specified in such written request of the stockholders.
Under applicable provisions of Delaware law, the approval of a Delaware
company's board of directors, in addition to stockholder approval, is required
to adopt any amendment to the company's certificate of incorporation, but a
company's bylaws may be amended either by action of its stockholders or, if the
company's certificate of incorporation so provides, its board of directors. The
Certificate of Incorporation and Bylaws provide that (i) except as described
below, the provisions summarized above and the provisions relating to the
classification of the Board and nomination procedures may not be amended by the
stockholders, nor may any provision inconsistent therewith be adopted by the
stockholders, without the affirmative vote of the holders of at least 80% of the
Company's voting stock, voting together as a single class, except that if any
such action (other than any direct or indirect amendments to the provision
requiring that stockholder action be taken at a meeting of stockholders rather
than by written consent in lieu of a meeting) is approved by the holders of a
majority, but less than 80%, of the then-outstanding voting stock (in addition
to any other approvals required by law, including approval by the Board with
respect to any amendment to the Certificate of Incorporation), such action will
be effective as of 15 months from the date of adoption and (ii) the Bylaw
provisions relating to the right of stockholders to cause special meetings of
stockholders to be called and to the composition of certain directorate
committees may not be amended by the Board without stockholder approval.
The foregoing provisions of the Certificate of Incorporation and Bylaws
relating to advance notice of stockholder nominations may discourage or make
more difficult the acquisition of control of the Company by means of a tender
offer, open market purchase, proxy contest or otherwise. The provisions may have
the effect of discouraging certain types of coercive takeover practices and
inadequate takeover bids and to encourage persons seeking to acquire control of
the Company first to negotiate with the Company. The Company's management
believes that the foregoing measures will provide benefits to the Company and
its stockholders by enhancing the Company's ability to negotiate with the
proponent of any unfriendly or unsolicited proposal to take over or restructure
the Company and that such benefits outweigh the disadvantages of discouraging
such proposals because, among other things, negotiation of such proposals could
result in an improvement of their terms.
The Company is a Delaware corporation and is subject to Section 203 of the
General Corporation Law of the State of Delaware (the "DGCL"). In general,
Section 203 prevents an "interested stockholder" (defined generally as a person
owning 15% or more of a corporation's outstanding voting stock) from engaging in
a "business combination" (as defined in Section 203) with a Delaware corporation
for three years following the date such person became an interested stockholder
unless (i) before such person became an interested stockholder, the board of
directors of the corporation approved the transaction in
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which the interested stockholder became an interested stockholder or approved
the business combination, (ii) upon consummation of the transaction that
resulted in the interested stockholder's becoming an interested stockholder, the
interested stockholder owns at least 85% of the voting stock of the corporation
outstanding at the time such transaction commenced (excluding stock held by
directors who are also officers of the corporation and by employee stock plans
that do not provide employees with the rights to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange
offer) or (iii) following the transaction in which such person became an
interested stockholder, the business combination is approved by the board of
directors of the corporation and authorized at a meeting of stockholders by the
affirmative vote of the holders of at least two-thirds of the outstanding voting
stock of the corporation not owned by the interested stockholder. Under Section
203, the restrictions described above also do not apply to certain business
combinations proposed by an interested stockholder following the announcement or
notification of one of certain extraordinary transactions involving the
corporation and a person who had not been an interested stockholder during the
previous three years or who became an interested stockholder with the approval
of a majority of the corporation's directors and which transaction is approved
or not opposed by a majority of the board of directors then in office.
Because the Board approved the issuance of the Common Stock in connection
with the formation of the Company, the transactions contemplated in connection
with the Company's initial public offering and the transactions contemplated in
connection with the Holiday Acquisition, the statutory restrictions on business
combination transactions are not applicable to any person or group (and certain
transferees) that became, is deemed to have become, becomes or is deemed to
become the beneficial owner of 15% or more of the voting stock of the Company as
a result of its receipt of Common Stock in connection therewith.
DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Debt Securities, Common
Stock, Preferred Stock or any combination thereof. Warrants may be issued
independently, together with any other Securities offered by a Prospectus
Supplement, and may be attached to or separate from such Securities. Warrants
may be issued under warrant agreements (each, a "Warrant Agreement") to be
entered into between the Company and a warrant agent specified in the applicable
Prospectus Supplement (the "Warrant Agent"). The Warrant Agent will act solely
as an agent of the Company in connection with the Warrants of a particular
series and will not assume any obligation or relationship of agency or trust for
or with any holders or beneficial owners of Warrants. The following sets forth
certain general terms and provisions of the Warrants offered hereby. Further
terms of the Warrants and the applicable Warrant Agreement will be set forth in
the applicable Prospectus Supplement.
The applicable Prospectus Supplement will describe the terms of the Warrants
in respect of which this Prospectus is being delivered, including, where
applicable, the following: (i) the title of such Warrants; (ii) the aggregate
number of such Warrants; (iii) the price or prices at which such Warrants will
be issued; (iv) the designation, number and terms of the Debt Securities, Common
Stock, Preferred Stock, Depositary Shares or combination thereof, purchasable
upon exercise of such Warrants; (v) the designation and terms of the other
Securities, if any, with which such Warrants are issued and the number of such
Warrants issued with each such Security; (vi) the date, if any, on and after
which such Warrants and the related underlying Securities will be separately
transferable; (vii) the price at which each underlying Security purchasable upon
exercise of such Warrants may be purchased; (viii) the date on which the right
to exercise such Warrants shall commence and the date on which such right shall
expire; (ix) the minimum amount of such Warrants which may be exercised at any
one time; (x) information with respect to book-entry procedures, if any; (xi) a
discussion of any applicable federal income tax considerations; and (xii) any
other terms of such Warrants, including terms, procedures and limitations
relating to the transferability, exchange and exercise of such Warrants.
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PLAN OF DISTRIBUTION
The Company may sell the Securities in any one or more of the following
ways: (i) through one or more underwriters, (ii) through one or more dealers or
agents (which may include one or more underwriters) or (iii) directly to one or
more purchasers.
The distribution of the Securities may be effected from time to time in one
or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. In
connection with the sale of the Securities, underwriters, dealers and agents may
receive compensation from the Company or from purchasers of the Securities in
the form of discounts, concessions or commissions. Underwriters, dealers and
agents who participate in the distribution of the Securities may be deemed to be
underwriters, and any discounts or commissions received by them from the Company
and any profit on the resale of Securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
underwriter, dealer or agent will be identified and any such compensation
received from the Company will be described in an applicable Prospectus
Supplement. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of the Securities may be
entitled to indemnification by the Company against certain liabilities,
including under the Securities Act, or contribution from the Company to payments
which the underwriters, dealers or agents may be required to make in respect
thereof. The underwriters, dealers and agents may engage in transactions with,
or perform services for, the Company in the ordinary course of business.
All Securities will be a new issue of securities with no established trading
market, other than the Common Stock, which is listed on the NYSE. Any Common
Stock sold pursuant to a Prospectus Supplement will be listed on the NYSE,
subject to official notice of issuance. Any underwriters to whom Securities are
sold by the Company for public offering and sale may make a market in such
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the secondary market for any Securities.
VALIDITY OF SECURITIES
Unless otherwise indicated in an applicable Prospectus Supplement relating
to the Securities, the validity of the Securities offered hereby will be passed
upon for the Company by Jones, Day, Reavis & Pogue, New York, New York.
EXPERTS
The financial statements of Bristol Hotel Company incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
The financial statements of Bristol Hotel Asset Company incorporated in this
Prospectus by reference to the Company's Current Report on Form 8-K dated March
14, 1997, and as amended on April 10, 1997, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
The financial statements of Bristol Hotel Company as of December 31, 1995
and for the eleven months then ended and the financial statements of Harvey
Hotel Companies for the one month ended January 31, 1995 and the year ended
December 31, 1994 incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting discounts and commissions
(which will be described in an applicable Prospectus Supplement), are estimated
as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................................ $ 151,516
Legal fees and expenses............................................................ 200,000
Accounting fees and expenses....................................................... 150,000
Printing and engraving expenses.................................................... 100,000
Trustee's fees and expenses........................................................ 20,000
Miscellaneous expenses(1).......................................................... 178,484
---------
Total.............................................................................. $ 800,000
---------
---------
</TABLE>
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(1) Includes estimate of stock exchange listing fees, blue sky fees and
expenses, rating agency fee, and other expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that the personal
liability of directors of the Company to the Company is eliminated to the
maximum extent permitted by Delaware law. The Certificate of Incorporation and
the Company's Bylaws provide for the indemnification of the directors, officers,
employees and agents of the Company to the fullest extent that may be permitted
by Delaware law from time to time, and the Company's Bylaws provide for various
procedures relating thereto. Certain provisions of the Certificate of
Incorporation protect the Company's directors against personal liability for
monetary damages resulting from breaches of their fiduciary duty of care, except
as set forth below. Under Delaware law, absent these provisions, directors could
be held liable for gross negligence in the performance of their duty of care,
but not for simple negligence. The Certificate of Incorporation absolves
directors of liability for negligence in the performance of their duties,
including gross negligence. However, the Company's directors remain liable for
breaches of their duty of loyalty to the Company and its stockholders, as well
as for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law and transactions from which a director
derives improper personal benefit. The Certificate of Incorporation also does
not absolve directors of liability under Section 174 of the DGCL, which makes
directors personally liable for unlawful dividends or unlawful stock repurchases
or redemptions in certain circumstances and expressly sets forth a negligence
standard with respect to such liability.
Under Delaware law, directors, officers and employees of the Company and
other individuals may be indemnified against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation--a
"derivative action") if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. A similar standard of care is applicable in the case
of a derivative action, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action and Delaware law requires court approval before there can be any
indemnification of expenses where the person seeking indemnification has been
found liable to the Company.
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As authorized by the Certificate of Incorporation, the Company entered into
indemnification agreements with each of its directors. These indemnification
agreements provide for, among other things, (i) the indemnification by the
Company of the indemnitees thereunder to the extent described above, (ii) the
advancement of attorneys' fees and other expenses and (iii) the establishment,
upon approval by the Board, of trusts or other funding mechanisms to fund the
Company's indemnification obligations thereunder.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
1.1 Underwriting Agreement (to be filed, as applicable to a particular offering of
Securities, as an exhibit to a Current Report on Form 8-K and incorporated herein by
reference thereto)
3.1 Third Amended and Restated Certificate of Incorporation of the Company incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on Form S-4 (File No.
333-00808), as amended
3.2 Amended and Restated Bylaws of the Company incorporated by reference to Exhibit 4.3 to
the Company's Registration Statement on Form S-4 (File No. 333-00808), as amended
4.1 Form of Senior Indenture between the Company and the Senior Trustee relating to the
Senior Securities (to be filed, as applicable to a particular offering of Debt
Securities, as an exhibit to a Current Report on Form 8-K and incorporated herein by
reference thereto)
4.2 Form of Subordinated Indenture between the Company and the Subordinated Trustee
relating to the Subordinated Securities (to be filed, as applicable to a particular
offering of Debt Securities, as an exhibit to a Current Report on Form 8-K and
incorporated herein by reference thereto)
4.3 Supplemental Indentures (to be filed, as applicable to a particular offering of Debt
Securities, as an exhibit to a Current Report on Form 8-K and incorporated herein by
reference thereto)
4.4 The form or forms of Securities with respect to each particular series of Securities
registered hereunder (to be filed, as applicable to a particular offering of
Securities, as an exhibit to a Current Report on Form 8-K and incorporated herein by
reference thereto)
5.1 Opinion of Jones, Day, Reavis & Pogue
12.1 Statement re: Computation of Ratios
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
24.1* Powers of Attorney
24.2 Power of Attorney for Kurt C. Read
25.1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 on
Form T-1 of the Senior Trustee to act as Trustee under the Senior Indenture (to be
filed, as applicable to a particular offering of Debt Securities, as an exhibit to a
Current Report on Form 8-K and incorporated herein by reference thereto)
25.2 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 on
Form T-1 of the Subordinated Trustee to act as Trustee under the Subordinated
Indenture (to be filed, as applicable to a particular offering of Debt Securities, as
an exhibit to a Current Report on Form 8-K and incorporated herein by reference
thereto)
</TABLE>
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* Previously filed.
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ITEM 17. UNDERTAKINGS
The Company hereby undertakes: (1) To file, during any period in which
offers or sales are being made of the securities registered hereby, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment will be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time will be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in this Registration Statement will be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time will be deemed to be the initial
bona fide offering thereof.
(5) That, (i) for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed
as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this Registration Statement as of the time it was declared
effective and (ii) for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
The Company hereby undertakes to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act of 1939.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the
II-3
<PAGE>
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of counsel for the Company
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas on April 11,
1997.
BRISTOL HOTEL COMPANY
By: *
------------------------------------------
J. Peter Kline
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities indicated on April 11, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
<C> <S>
*
------------------------------------------- President, Chief Executive Officer and Director
J. Peter Kline (Principal Executive Officer)
*
------------------------------------------- Chief Financial Officer
Jeffrey P. Mayer (Principal Financial and Accounting Officer)
*
------------------------------------------- Director
Donald J. McNamara
*
------------------------------------------- Director
John A. Beckert
*
------------------------------------------- Director
David A. Dittman
*
------------------------------------------- Director
Robert H. Lutz, Jr.
*
------------------------------------------- Director
Kurt C. Read
</TABLE>
* The undersigned, by signing his name hereto, does sign and execute this
Amendment No. 1 to the Registration Statement pursuant to the Powers of
Attorney executed by the above-named persons.
*By: /s/ JOEL M. EASTMAN
------------------------------------------
Joel M. Eastman
Pursuant to Powers of Attorney
filed herewith with the
Securities and Exchange Commission
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- --------------------------------------------------------------------------------------
1.1 Underwriting Agreement (to be filed, as applicable to a particular offering of
Securities, as an exhibit to a Current Report on Form 8-K and incorporated herein by
reference thereto)
<C> <S>
3.1 Third Amended and Restated Certificate of Incorporation of the Company incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on Form S-4 (File No.
333-00808), as amended
3.2 Amended and Restated Bylaws of the Company incorporated by reference to Exhibit 4.3 to
the Company's Registration Statement on Form S-4 (File No. 333-00808), as amended
4.1 Form of Senior Indenture between the Company and the Senior Trustee relating to the
Senior Securities (to be filed, as applicable to a particular offering of Debt
Securities, as an exhibit to a Current Report on Form 8-K and incorporated herein by
reference thereto)
4.2 Form of Subordinated Indenture between the Company and the Subordinated Trustee
relating to the Subordinated Securities (to be filed, as applicable to a particular
offering of Debt Securities, as an exhibit to a Current Report on Form 8-K and
incorporated herein by reference thereto)
4.3 Supplemental Indentures (to be filed, as applicable to a particular offering of Debt
Securities, as an exhibit to a Current Report on Form 8-K and incorporated herein by
reference thereto)
4.4 The form or forms of Securities with respect to each particular series of Securities
registered hereunder (to be filed, as applicable to a particular offering of
Securities, as an exhibit to a Current Report on Form 8-K and incorporated herein by
reference thereto)
5.1 Opinion of Jones, Day, Reavis & Pogue
12.1 Statement re: Computation of Ratios
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
24.1* Powers of Attorney
24.2 Power of Attorney for Kurt C. Read
25.1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 on
Form T-1 of the Senior Trustee to act as Trustee under the Senior Indenture (to be
filed, as applicable to a particular offering of Debt Securities, as an exhibit to a
Current Report on Form 8-K and incorporated herein by reference thereto)
25.2 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 on
Form T-1 of the Subordinated Trustee to act as Trustee under the Subordinated
Indenture (to be filed, as applicable to a particular offering of Debt Securities, as
an exhibit to a Current Report on Form 8-K and incorporated herein by reference
thereto)
</TABLE>
- ------------------------
* Previously filed.
<PAGE>
EXHIBIT 5.1
[JONES, DAY, REAVIS & POGUE LETTERHEAD]
April 21, 1997
Bristol Hotel Company
14285 Midway Road, Suite 300
Dallas, Texas 75244
Re: REGISTRATION ON FORM S-3 OF UP TO $500,000,000
OF SECURITIES OF BRISTOL HOTEL COMPANY
Ladies and Gentlemen:
We are acting as counsel to Bristol Hotel Company, a Delaware
corporation (the "Company"), in connection with the possible issuance and sale
from time to time by the Company of (i) certain debt securities of the Company
(the "Debt Securities"), (ii) shares of the Company's common stock, par value
$.01 per share (the "Common Stock"), (iii) shares of the Company's preferred
stock, par value $.01 per share (the "Preferred Stock"), and (iv) certain
warrants to purchase Debt Securities, Common Stock, Preferred Stock, or any
combination thereof (the "Warrants"), in each case as contemplated by the
Company's Registration Statement on Form S-3 (File No. 333-22889), as amended
(the "Registration Statement"). The Debt Securities, Common Stock, Preferred
Stock, and Warrants are collectively referred to herein as the "Securities."
Except as otherwise defined herein, capitalized terms that are defined in the
Registration Statement are used herein as so defined.
We have examined such documents, records, and matters of law as we
have deemed necessary for purposes of this opinion. Based on such examination
and on the assumptions set forth below, we are of the opinion that:
1. The Debt Securities, when (a) duly executed by the Company and
authenticated by the applicable Trustee in accordance with the
provisions of the applicable Indenture and issued and sold in
accordance with the Registration Statement and applicable
Prospectus Supplement and (b) delivered to the purchaser or
purchasers thereof upon receipt by the Company of such lawful
consideration therefor as the Company's Board of Directors (or a
duly authorized committee thereof or a duly authorized
<PAGE>
Bristol Hotel Company
April 21 , 1997
Page 2
officer of the Company) may determine, will be valid and binding
obligations of the Company.
2. The Common Stock, when (a) duly issued and sold in accordance
with the Registration Statement and applicable Prospectus
Supplement and (b) delivered to the purchaser or purchasers
thereof upon receipt by the Company of such lawful consideration
therefor as the Company's Board of Directors (or a duly
authorized committee thereof or a duly authorized officer of the
Company) may determine, and assuming that the Company at such
time has a sufficient number of authorized but unissued shares of
Common Stock remaining under its certificate of incorporation,
will be validly issued, fully paid and nonassessable.
3. The Preferred Stock, when (a) duly issued and sold in accordance
with the Registration Statement and applicable Prospectus
Supplement and the provisions of an applicable Certificate of
Designation that has been duly adopted by the Board of Directors
of the Company and duly filed in accordance with Delaware law and
(b) delivered to the purchaser or purchasers thereof upon receipt
by the Company of such lawful consideration therefor as the
Company's Board of Directors (or a duly authorized committee
thereof or a duly authorized officer of the Company) may
determine, and assuming that the Company at such time has a
sufficient number of authorized but unissued shares of Preferred
Stock remaining under its certificate of incorporation, will be
validly issued, fully paid and nonassessable.
4. The Warrants, when (a) duly issued and sold in accordance with the
Registration Statement and the provisions of an applicable
Warrant Agreement and (b) delivered to the purchaser or
purchasers thereof upon receipt by the Company of such lawful
consideration therefor as the Company's Board of Directors (or a
duly authorized committee thereof or a duly authorized officer of
the Company) may determine, will be valid and binding obligations
of the Company.
In rendering the foregoing opinions, we have assumed that (i) the
definitive terms of each class and series of the Securities not presently
provided for in the Registration Statement or the Company's certificate of
incorporation will have been established in accordance with all applicable
provisions of law, the Indentures, the Company's certificate of incorporation
and by-laws, and the authorizing resolutions of the Company's Board of
Directors, and reflected in
<PAGE>
Bristol Hotel Company
April 21, 1997
Page 3
appropriate documentation approved by us and, if applicable, duly executed and
delivered by the Company and any other appropriate party, (ii) the interest rate
on the Debt Securities will not be higher than the maximum lawful rate permitted
from time to time under applicable law, (iii) any Securities consisting of
Common Stock or Preferred Stock, and any Common Stock or Preferred Stock for or
into which any other Securities are exercisable, exchangeable or convertible,
will have been duly authorized and reserved for issuance, (iv) each Warrant
Agreement will have been duly authorized, executed and delivered by, and will
constitute a valid and binding obligation of, each party thereto, (v) the
Registration Statement, and any amendments thereto, will have become effective,
(vi) a Prospectus Supplement describing each class or series of Securities
offered pursuant to the Registration Statement will have been filed with the
Commission, (vii) the resolutions authorizing the Company to register, offer,
sell, and issue the Securities will remain in effect and unchanged at all times
during which the Securities are offered, sold, or issued by the Company,
(viii) all Securities will be issued in compliance with applicable federal and
state securities laws, and (ix) the Indentures will have been duly qualified
under the Trust Indenture Act of 1939.
In rendering the foregoing opinions, we have relied as to certain
factual matters upon certificates of officers of the Company, and we have not
independently verified the accuracy of the statements contained therein. In
rendering the foregoing opinions, our examination of matters of law has been
limited to the laws of the State of New York, the General Corporation Law of the
State of Delaware, and the federal laws of the United States of America, as in
effect on the date hereof.
We understand that prior to offering for sale any Securities you will
advise us in writing of the terms of such offering and of such Securities, will
afford us an opportunity to review the operative documents (including the
applicable Prospectus Supplement and any applicable Underwriting Agreement,
Indenture or Supplemental Indenture) pursuant to which the Securities are to be
offered, sold, and issued, and will file as an exhibit to the Registration
Statement such supplement or amendment to this opinion (if any) as we may
reasonably consider necessary or appropriate by reason of the terms of such
Securities or any changes in the Company's capital structure or other pertinent
circumstances.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us in the Prospectus under the
caption "Validity of Securities."
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
Jones, Day, Reavis & Pogue
<PAGE>
EXHIBIT 12.1
BRISTOL HOTEL COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
Eleven Months
Year Ended Ended
December 31, 1996 December 31, 1995
----------------- -----------------
Earnings:
Income before income taxes and
extraordinary item $28,150 $7,791
Fixed charges, excluding
capitalized interest 19,536 19,214
----------------- -----------------
Earnings, as adjusted $47,686 $27,005
----------------- -----------------
----------------- -----------------
Fixed charges:
Interest expense $16,324 $18,281
Capitalized interest 2,100 128
Amortization of discount 420 0
Amortization of financing costs 1,872 93
Portion of rents representative of
the interest factor 920 840
----------------- -----------------
Fixed charges $21,636 $19,342
----------------- -----------------
----------------- -----------------
Ratio of earnings to
fixed charges 2.20 1.40
----------------- -----------------
----------------- -----------------
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 23, 1996 appearing on page F-2 of Bristol Hotel Company's Annual
Report on Form 10-K for the year ended December 31, 1996. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Dallas, Texas
April 21, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated
February 11, 1997, included in Bristol Hotel Company's Form 10-K for the year
ended December 31, 1996 and of our report dated February 11, 1997, on Bristol
Hotel Asset Company included in Bristol Hotel Company's Form 8-K and Form
8-K/A and to all references to our Firm included in this Registration Statement.
Arthur Andersen LLP
Dallas, Texas
April 21, 1997
<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints J. Peter Kline, Joel M. Eastman, James E. Odell and Robert J. Bush the
true and lawful attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign on his behalf,
as a director or officer, or both, as the case may be, of Bristol Hotel
Company, a Delaware corporation (the "Corporation"), a Registration Statement
on Form S-3, or any other appropriate form, for the purpose of registering,
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), debt
securities, shares of its Common Stock, par value $0.01 per share, shares of its
Preferred Stock, par value $0.01 per share, or warrants to purchase debt
securities, Common Stock, Preferred Stock, or a combination thereof, in an
aggregate principal amount not to exceed 500,000,000, and to sign any or all
amendments and any or all post-effective amendments to such Registration
Statement, or registration statements filed pursuant to Rule 462 under the
Securities Act, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
and any and all applications and other documents required to be filed with the
New York Stock Exchange, any state securities regulating board or commission or
foreign governmental or regulatory body pertaining to the Registration
Statement or the securities covered thereby, granting unto said
attorney-in-fact, each of them, with or without the others, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his or her substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
/s/ Kurt C. Read
----------------------
Kurt C. Read
Dated: April 11, 1997
