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Registration No. 333-
As filed with the Securities and Exchange Commission on March 6, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
Delaware 75-2584227
(State of Incorporation) (I.R.S. Employer
Identification No.)
14285 Midway Road, Suite 300
Dallas, Texas 75244
(972) 788-0001
(Principal Executive Offices)
Joel M. Eastman, Esq.
Vice President, Secretary and General Counsel
14285 Midway Road, Suite 300
Dallas, Texas 75244
(972) 788-0001
(Agent for Service)
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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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each class of securities Amount to be Proposed Proposed Amount of
to registered(1) maximum maximum registration
be registered offering aggregate fee
price per offering
unit(1)(2) price(1)(2)(3)(4)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Senior Debt Securities(5) } } } }
Subordinated Debt Securities(5) } } } }
Common Stock(5) } } } }
Preferred Stock(5) } } } }
Warrants } } } }
$500,000,000 $500,000,000 $500,000,000 $151,516
Total
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</TABLE>
(1) In United States dollars or the equivalent thereof in any
other currency, currency unit or units or composite currency
or currencies. Such amount represents the aggregate offering
price of the securities registered hereunder and the exercise
price of any securities issuable upon exercise of Warrants.
If any securities are issued at an original issue discount,
then such greater amount as shall result in an aggregate
initial offering price of $500,000,000.
(2) Not specified as to each class of securities to be registered,
pursuant to General Instruction II.D. of Form S-3.
(3) Estimated for the sole purpose of computing the registration
fee pursuant to Rule 457(o) under the Securities Act of 1933.
The proposed maximum offering price per unit will be
determined from time to time by the Registrant in connection
with the issuance by the Registrant of the securities
registered hereunder.
(4) The number of shares of Common Stock registered hereunder is
limited to that which is permissible under Rule 415(a)(4) of
the Securities Act of 1933.
(5) Also includes such indeterminate number of shares of Preferred
Stock and Common Stock as may be issued upon conversion of or
exchange for any Senior Debt Securities, Subordinated Debt
Securities or Preferred Stock that provide for conversion or
exchange into other securities.
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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.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification of these securities under the securities laws
of any such State.
SUBJECT TO COMPLETION, DATED MARCH 6, 1997
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 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 MARCH , 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.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995 (File No. 1-14062), the Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended March 31, 1996, June 30, 1996 and September 30, 1996,
the Company's Current Report on Form 8-K dated June 17, 1996 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.
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) 788-0001).
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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 rapidly growing 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, 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'
interests in, as the case may be, 62 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, the "Holiday Acquisition"). Of these properties, 45
hotels are owned by Holiday Inns (or affiliates thereof), 14 hotels are
managed (but not owned) by Holiday Inns and three hotels are managed by
Holiday Inns and owned by a partnership in which Holiday Inns owns an equity
interest. These 62 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 of the Company to Holiday Corporation, (ii) the issuance of
6,981,832 shares of Common Stock of the Company to Bass America, Inc. ("BAI")
and the payment of $300,145,061 in cash to satisfy the outstanding
indebtedness of Holiday Inns to BAI, 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 aggregate cash consideration payable in connection with
the Holiday Acquisition is expected to be funded by the Company with a new
$505 million 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 $505 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) 788-0001.
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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
101, 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 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 $428.0 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
57.4% 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
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 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
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<PAGE>
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 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.
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.
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<PAGE>
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 62 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 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 the Company's chief executive officer
and chief operating officer, three directors designated by the Holiday
Entities (of which one director 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
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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 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.
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<PAGE>
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 BY-LAWS
The Company's Third 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, and
existing stockholders of the Company will not have preemptive rights with
respect thereto.
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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<PAGE>
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 2.20x 1.40x
(unaudited)(a)
</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.
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<PAGE>
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 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.
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<PAGE>
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 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
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<PAGE>
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.
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.
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<PAGE>
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 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
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<PAGE>
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.
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
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<PAGE>
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 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
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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 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
December 31, 1996, 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. The issuance of Preferred Stock
also could have the effect of delaying, deferring or preventing a change in
control of the Company.
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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 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
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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 by-laws 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 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
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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.
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.
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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.
LEGAL MATTERS
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 incorporated by reference in this Prospectus by
reference to the Annual Report on Form 10-K of the Company for the year ended
December 31, 1995 have been so incorporated in reliance on the reports 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . *
Printing and engraving expenses . . . . . . . . . . . . . . . . . . . . . . . . . *
Trustee's fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . *
Miscellaneous expenses(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ *
==========
</TABLE>
- ---------------------
* To be filed by amendment.
(1) Includes estimate of stock exchange listing fees, blue sky
fees and expenses, NASD filing fees and rating agency fees.
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
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, filed with the Commission on April
11, 1996
3 .2* -- Fourth Amended and Restated Certificate of Incorporation
of the Company
3 .3 -- 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,
filed with the Commission on April 11, 1996
3 .4* -- Second Amended and Restated Bylaws of the Company
4 .1* -- Form of Senior Indenture between the Company and the
Senior Trustee relating to the Senior Securities
4 .2* -- Form of Subordinated Indenture between the Company and the
Subordinated Trustee relating to the Subordinated
Securities
4 .3 -- Supplemental 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)
4 .4 -- The form or forms of Securities with respect to each
particular series of Securities registered hereunder (to
be filed 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 Jones, Day, Reavis & Pogue (included in Exhibit
5.1)
24.1 -- Powers of Attorney
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
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 by amendment.
II-2
<PAGE>
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.
II-3
<PAGE>
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 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on March 3, 1997.
BRISTOL HOTEL COMPANY
By: *
-------------------------------------
J. Peter Kline
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on March 3, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* President, Chief Executive Officer and Director
- ---------------------------------- (Principal Executive Officer)
J. Peter Kline
* Chief Financial Officer
- ---------------------------------- (Principal Financial and Accounting Officer)
Jeffrey P. Mayer
* Director
- ----------------------------------
Donald J. McNamara
* Director
- ----------------------------------
John A. Beckert
* Director
- ----------------------------------
Richard M. FitzPatrick
* Director
- ----------------------------------
David A. Dittman
* Director
- ----------------------------------
Robert H. Lutz, Jr.
* Director
- ----------------------------------
Paul Novak
</TABLE>
* The undersigned, by signing his name hereto, does sign and execute this
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
------- -----------
<S> <C>
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,
filed with the Commission on April 11, 1996
3 .2* -- Fourth Amended and Restated Certificate of Incorporation of the Company
3 .3 -- 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, filed with the
Commission on April 11, 1996
3 .4* -- Second Amended and Restated Bylaws of the Company
4 .1* -- Form of Senior Indenture between the Company and the Senior Trustee relating to the Senior
Securities
4 .2* -- Form of Subordinated Indenture between the Company and the Subordinated Trustee relating to the
Subordinated Securities
4 .3 -- Supplemental 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)
4 .4 -- The form or forms of Securities with respect to each particular series of Securities registered
hereunder (to be filed 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 Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
24.1 -- Powers of Attorney
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
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
</TABLE>
- ---------------
* To be filed by amendment.
<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 relating to the financial statements of Bristol Hotel
Company which appears on page 24 of Bristol Hotel Company's Annual Report on
Form 10-K for the year ended December 31, 1995. We also consent to the
incorporation by reference of our report dated February 23, 1996 relating to
the financial statements of Bristol Hotel Asset Company which appears on page
44 of such Annual Report on Form 10-K. We also consent to the references to us
under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Dallas, Texas
March 4, 1997
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, on behalf
of Bristol Hotel Company, a Delaware corporation (the "Corporation"), 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 the Corporation to sign on the
Corporation's behalf 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 it
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.
BRISTOL HOTEL COMPANY
By: /s/ J. Peter Kline
----------------------
J. Peter Kline
President and Chief
Executive Officer
Dated: January 30, 1997
<PAGE>
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/ J. Peter Kline
------------------------------
J. Peter Kline
Dated: January 30, 1997
<PAGE>
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/ Jeffrey P. Mayer
------------------------------
Jeffrey P. Mayer
Dated: January 30, 1997
<PAGE>
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/ John A. Beckert
------------------------------
John A. Beckert
Dated: January 30, 1997
<PAGE>
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/ Donald J. McNamara
------------------------------
Donald J. McNamara
Dated: January 30, 1997
<PAGE>
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/ Richard M. FitzPatrick
------------------------------
Richard M. FitzPatrick
Dated: January 30, 1997
<PAGE>
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/ David A. Dittman
------------------------------
David A. Dittman
Dated: January 30, 1997
<PAGE>
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 purchaser 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/ Robert H. Lutz
------------------------------
Robert H. Lutz
Dated: January 30, 1997
<PAGE>
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/ Paul Novak
------------------------------
Paul Novak
Dated: January 30, 1997
