<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EXTENDED STAY AMERICA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7011 36-3996573
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
500 E. BROWARD BOULEVARD
FT. LAUDERDALE, FLORIDA 33394
TELEPHONE (954) 713-1600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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GEORGE D. JOHNSON, JR.
CHIEF EXECUTIVE OFFICER
EXTENDED STAY AMERICA, INC.
500 E. BROWARD BOULEVARD
FT. LAUDERDALE, FLORIDA 33394
TELEPHONE (954) 713-1600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
JOHN T. MCCARTHY, ESQ. JOHN J. SABL, ESQ.
BELL, BOYD & LLOYD SIDLEY & AUSTIN
THREE FIRST NATIONAL PLAZA ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60602 CHICAGO, ILLINOIS 60603
TELEPHONE: (312) 372-1121 TELEPHONE: (312) 853-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC. As soon as
practicable after the effective date of this Registration Statement.
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, please check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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: [X] Reg. No. 333-03373
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: [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
1,725,000
Common Stock, par value $.01 per share.... shares $31.75 $54,768,750 $18,886
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</TABLE>
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(1) Includes 225,000 shares of Common Stock which may be purchased pursuant to
an over-allotment option granted by the Company to the Underwriters.
(2) Calculated in accordance with Rule 457(c) and based upon the closing sale
price of Extended Stay America, Inc. common stock reported on the Nasdaq
National Market on May 30, 1996, as reported in The Wall Street Journal.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-1 (Reg. No. 333-03373) filed by Extended Stay America, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") on
May 9, 1996, as amended by the Amendment No. 1 to Registration Statement on
Form S-1 filed by the Company with the Commission on May 14, 1996, and as
further amended by the Amendment No. 2 to Registration Statement on Form S-1
filed by the Company with the Commission on May 28, 1996, which was declared
effective by the Commission on May 30, 1996, is incorporated herein by
reference.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FT. LAUDERDALE, STATE
OF FLORIDA, ON MAY 30TH, 1996.
Extended Stay America, Inc.
/s/ Robert A. Brannon
By:__________________________________
Robert A. Brannon
Senior Vice President and Chief
Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON MAY 30TH, 1996.
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SIGNATURE TITLE
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<S> <C>
PRINCIPAL EXECUTIVE OFFICER:
George D. Johnson, Jr.* President and Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
/s/ Robert A. Brannon Senior Vice President, Chief Financial
___________________________________________ Officer, Secretary, and Treasurer
Robert A. Brannon
PRINCIPAL ACCOUNTING OFFICER:
Gregory R. Moxley* Vice President--Finance and Controller
A MAJORITY OF THE DIRECTORS:
H. Wayne Huizenga* Director
Donald F. Flynn* Director
George D. Johnson, Jr.* Director
Stewart H. Johnson* Director
John J. Melk* Director
Peer Pedersen* Director
</TABLE>
/s/ Robert A. Brannon
*By:_________________________________
Robert A. Brannon
Attorney-in-fact
II-1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1 of
our report dated January 26, 1996 on our audit of the consolidated financial
statements of Extended Stay America, Inc., our report dated January 26, 1996
on our audits of the financial statements of Apartment/Inn, L.P., our report
dated February 23, 1996 on our audits of the combined financial statements of
Hometown Inn I, LTD and Hometown Inn II, LTD, our report dated October 16,
1995 on our audits of the financial statements of Welcome Inn America 89-1,
L.P. and our report dated May 4, 1996 on our audit of the financial statements
of Kipling Hospitality Enterprise Corporation. We also consent to the
references to our firm under the captions "Experts" and "Selected Financial
Data."
Coopers & Lybrand L.L.P.
Spartanburg, South Carolina
May 30, 1996
II-2
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE+
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1.1++ Revised Proposed form of Underwriting Agreement.
2.1* Contribution Agreement, dated August 18, 1995, between
the Company and Welcome Inn America 89-1, L.P.
2.2** Agreement to Purchase Hotel and related agreements dated
January 24, 1996 between the Company and John W. Baker
and Apartment/Inn, L.P.
2.3** Agreement to Purchase Hotel and related agreements dated
February 23, 1996 among ESA 0992, Inc., ESA 0993, Inc.,
Hometown Inn I, LTD, and Hometown Inn II, LTD.
2.4*** Agreement to Purchase Hotel dated May 1, 1996 and re-
lated agreements among ESA Properties, Inc., Kipling
Hospitality Enterprise Corporation, and J. Craig McBride
3.1* Restated Certificate of Incorporation of the Company
3.2* Amended and Restated Bylaws of the Company
4.1* Specimen certificate representing shares of Common Stock
5.1 Opinion of Bell, Boyd & Lloyd as to the legality of the
Common Stock
10.1* Form of Subscription Agreement and related Demand Note
and Stockholders Agreement between the Company and ap-
proximately 30 investors entered into in August 1995
10.2(a)* Commitment for Mortgage Facility between the Company and
DLJ Mortgage Capital, Inc. ("DLJMC")
10.2(b)* Mortgage Facility, dated October 31, 1995, between the
Company and DLJMC
10.3*** Amended and Restated 1995 Employee Stock Option Plan of
the Company
10.4* Employment Agreement, dated as of June 1, 1995, between
ESA Development, Inc. and Harold E. Wright
10.5* Stock Option Agreement, dated as of June 1, 1995, be-
tween ESA Development, Inc. and Harold E. Wright
10.6*** 1995 Stock Option Plan for Non-Employee Directors of the
Company
10.7* Contract to Buy and Sell Real Property, dated April 20,
1995, between the Company and North Town Associates,
L.P.
10.8* Aircraft Dry Lease, dated June 12, 1995, between Wyoming
Associates, Inc. and the Company
10.9* Aircraft Dry Lease, dated June 12, 1995, between Wyoming
Associates, Inc. and the Company
10.10*** Amended and Restated 1996 Employee Stock Option Plan of
the Company
10.11*** Employment Agreement, dated as of March 18, 1996, be-
tween ESA Development, and Harold E. Wright
10.12++ Aircraft Dry Lease, dated April 5, 1996, between Morgan
Corp. and the Company
10.13*** Homestead Motorsports Complex Executive Suite License
Agreement dated February 14, 1996 among The Homestead
Motorsports Joint Venture, Miami Motorsports Joint Ven-
ture, and the Company
10.14*** Joe Robbie Stadium Executive Suite License Agreement
dated March 18, 1996 between Robbie Stadium Corporation
and the Company
</TABLE>
EX-1
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE+
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10.15(a)*** Commitment letter for mortgage facility between the
Company and CS First Boston Mortgage Capital
Corporation ("CSFBMC")
10.15(b)++ Credit Facility Agreement, dated May 24, 1996, between
the Company and CSFBMC
11.1*** Revised Statement re: Computation of Per Share Loss
21.1++ List of subsidiaries of the Company
23.1 Consent of Coopers & Lybrand L.L.P. (included in Part
II of this registration statement)
23.2 Consent of Bell, Boyd & Lloyd (included in Exhibit
5.1)
24.1* Powers of Attorney (included on the signature page of
this registration statement)
27.1++ Financial Data Schedule (for EDGAR filings only)
</TABLE>
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++Incorporated by reference to the corresponding exhibit to the Company's
Registration Statement on Form S-1, Registration No. 333-03373.
*Incorporated by reference to the corresponding exhibit to the Company's
Registration Statement on Form S-1, Registration No. 33-98452.
**Incorporated by reference to the corresponding exhibit to the Company's
Registration Statement on Form S-1, Registration No. 333-102.
***Incorporated by reference to the corresponding exhibit to the Company's
Report on Form 10-Q for the quarter ended March 31, 1996.
+This information appears only in the manually signed copy of this
Registration Statement.
EX-2
<PAGE>
[LETTERHEAD OF BELL, BOYD & LLOYD]
May 30, 1996
Extended Stay America, Inc.
500 E. Broward Boulevard
Ft. Lauderdale, Florida 33394
Ladies and Gentlemen:
REGISTRATION STATEMENT ON FORM S-1
We have represented Extended Stay America, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a registration statement
on Form S-1 (the "Registration Statement"), filed under the Securities Act of
1933, as amended, for the purpose of registering 1,725,000 shares of common
stock, $.01 par value (the "Common Stock"), of the Company (the "Shares") to be
sold by the Company to a group of underwriters pursuant to an underwriting
agreement (the "Underwriting Agreement"), which Shares include 225,000 shares of
Common Stock which may be issued by the Company pursuant to an over-allotment
option granted to the underwriters. In this connection, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of
such documents, corporate and other records, certificates and other papers as we
deemed it necessary to examine for the purpose of this opinion, including the
Registration Statement, the form of Underwriting Agreement and pertinent
resolutions of the board of directors of the Company.
Based upon such examination, it is our opinion that the Shares are legally
authorized and, upon issuance and delivery thereof to the underwriters in
accordance with the terms of the Underwriting Agreement and the receipt by the
Company of the purchase price therefor, will be legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references made to us in the Prospectus forming a part of
the Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933.
Very truly yours,
/s/ Bell, Boyd & Lloyd
