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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1997
REGISTRATION NO.
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
EXTENDED STAY AMERICA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
DELAWARE 36-3996573
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
450 E. LAS OLAS BOULEVARD, SUITE 1100
FORT LAUDERDALE, FLORIDA 33301
(954) 713-1600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
ROBERT A. BRANNON
SECRETARY
EXTENDED STAY AMERICA, INC.
450 E. LAS OLAS BOULEVARD, SUITE 1100
FORT LAUDERDALE, FLORIDA 33301
(954) 713-1600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPY TO:
D. MARK MCMILLAN, ESQ.
BELL, BOYD & LLOYD
70 WEST MADISON STREET
CHICAGO, ILLINOIS 60602
(312) 372-1121
----------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please 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, check the following box and
list the Securities Act registration statement number of 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. [_]
----------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE (1)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value..... 11,500,000 $18.0625 $207,718,750 $62,946
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</TABLE>
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(1) Calculated in accordance with Rule 457(c) based on the average of the high
and low sales prices of the Common Stock reported on the Nasdaq National
Market on February 6, 1997, as reported in The Wall Street Journal.
----------------
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 SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<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 UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED FEBRUARY 12, 1997
PROSPECTUS
11,500,000 SHARES
LOGO
COMMON STOCK
-----------
This Prospectus covers 11,500,000 shares (the "Shares") of common stock, par
value $.01 per share (the "Common Stock"), of Extended Stay America, Inc. (the
"Company") which may be offered and sold from time to time for the account of
persons (the "Selling Stockholders") who have acquired the Shares in certain
private placement transactions. The Shares are being registered under the
Securities Act of 1933, as amended (the "Securities Act"), on behalf of the
Selling Stockholders to permit the public sale or other distribution of the
Shares. THE COMPANY WILL RECEIVE NO PART OF THE PROCEEDS OF ANY SALES OF THE
SHARES AND WILL BEAR CERTAIN EXPENSES WITH RESPECT TO THEIR REGISTRATION. See
"Selling Stockholders" and "Plan of Distribution".
The distribution of the Shares by the Selling Stockholders may be effected
from time to time in one or more transactions on the Nasdaq National Market
("Nasdaq") (which may involve block transactions), in special offerings, in
negotiated transactions, or otherwise, and at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, or at
negotiated prices. The Selling Stockholders may engage one or more brokers to
act as principal or agent in making sales, who may receive discounts or
commissions from the Selling Stockholders in amounts to be negotiated. The
Selling Stockholders and any such brokers may be deemed to be "underwriters"
under the Securities Act of the Shares sold.
PROSPECTIVE PURCHASERS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER
THE HEADING "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS.
The Common Stock is traded on the Nasdaq National Market under the symbol
"STAY". On February 7, 1997, the closing sale price of the Common Stock, as
reported in The Wall Street Journal, was $18.125 per share.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO ANY
PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE UNLAWFUL. THE DELIVERY OF
THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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.
-----------
The date of this Prospectus is , 1997
<PAGE>
TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
Available Information...................................................... 2
The Company................................................................ 3
Recent Developments of the Company......................................... 3
Special Note on Forward-Looking Statements................................. 5
Risk Factors............................................................... 6
Selling Stockholders....................................................... 10
Plan of Distribution....................................................... 11
Experts.................................................................... 12
Documents Incorporated by Reference........................................ 12
</TABLE>
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, registration
statements, proxy statements and other information which the Company files with
the Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices, 500 West
Madison Street, Chicago, Illinois 60661, and 7 World Trade Center, New York,
New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements
and other information regarding registrants, such as the Company, that file
electronically with the Commission.
The Company has filed a Registration Statement on Form S-3 with the
Commission under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus omits certain information contained in the
Registration Statement as permitted by the rules and regulations of the
Commission. Consequently, statements herein concerning the contents of any
contract or other document are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed with the
Commission as an exhibit to the Registration Statement, or otherwise. Each such
statement is qualified by, and subject to, such reference in all respects. The
Registration Statement and the exhibits thereto can be inspected and copied at
the Commission's public reference facilities referred to above.
2
<PAGE>
Unless the context suggests otherwise, references in this Prospectus to the
"Company" mean Extended Stay America, Inc. and its subsidiaries.
THE COMPANY
The Company was organized in January 1995 to develop, own, and manage
extended stay lodging facilities which are designed to appeal to value-
conscious guests. The Company's facilities are designed to offer quality
accommodations for guests at substantially lower rates than most other extended
stay lodging providers and hotels in the economy segment of the traditional
lodging industry. They feature fully furnished rooms which are generally rented
on a weekly basis to guests such as business travelers (particularly those with
limited expense accounts), professionals on temporary work assignment, persons
between domestic situations, and persons relocating or purchasing a home, with
most guests staying for multiple weeks. The Company's facilities provide a
variety of features that are attractive to the extended stay guest such as a
fully-equipped kitchenette, weekly housekeeping with twice-weekly towel
service, color television with cable or satellite hook-up, coin laundromat, and
telephone service with voice mail messaging. To help maintain affordability of
room rates, labor intensive services such as daily cleaning, room service, and
restaurants are not provided.
The Company's goal is to become a national provider of extended stay lodging.
The Company intends to achieve this goal by rapidly developing properties in
selected markets, providing high value accommodations for its guests, actively
managing its properties to increase revenues and reduce operating costs, and
increasing awareness of the extended stay concept. Through December 31, 1996,
the Company had developed and opened 30 facilities, acquired ten others, and
had 50 facilities under construction. The Company plans to begin construction
of approximately 60 additional facilities during 1997 and to continue an active
development program thereafter. The Company's plans call for the average
facility to have approximately 120 extended stay rooms and to take
approximately 7-9 months to construct. During the nine months ended September
30, 1996, the Company's operating properties realized average occupancy of 76%
and average weekly room rates of $237 for the periods owned and operated by the
Company.
The Company was founded by George D. Johnson, Jr. and H. Wayne Huizenga. Mr.
Johnson, who is the President and Chief Executive Officer of the Company, was
formerly the President of the Consumer Products Division of Blockbuster
Entertainment Group, a division of Viacom, Inc. Mr. Huizenga, who is the
Chairman of the Board of Directors of the Company, is the Chairman and Co-Chief
Executive Officer of Republic Industries, Inc., and the Chairman of the Board
of Directors of Florida Panthers Holdings, Inc. Mr. Huizenga was formerly Vice-
Chairman of Viacom, Inc. and Chairman and Chief Executive Officer of
Blockbuster Entertainment Corporation. The Company's management team has
extensive experience in the acquisition and development of real estate and the
operation of properties on a national scale.
The Company was formed in 1995 as a Delaware corporation, and its executive
offices are located at 450 E. Las Olas Boulevard, Suite 1100, Fort Lauderdale,
Florida 33301 and its telephone number is (954) 713-1600.
RECENT DEVELOPMENTS OF THE COMPANY
On January 16, 1997, the Company and its wholly-owned subsidiary, ESA Merger
Sub, Inc. ("Merger Sub"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Studio Plus Hotels, Inc., a Virginia corporation
("Studio Plus"), pursuant to which Studio Plus will be merged with and into
Merger Sub (the "Merger") in accordance with Delaware and Virginia law.
The Merger Agreement provides that Merger Sub will be the surviving
corporation and that upon consummation of the Merger (i) each share of Studio
Plus common stock, par value $.01 per share ("Studio
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Plus Common Stock"), will be converted into the right to receive 1.2272 shares
of Common Stock and (ii) all outstanding options to purchase Studio Plus Common
Stock from Studio Plus will be converted into options to purchase Common Stock.
As of January 15, 1997, there were outstanding 12,528,845 shares of Studio Plus
Common Stock and options to purchase an additional 1,201,923 shares of Studio
Plus Common Stock. If the Merger is consummated, the shares of Common Stock to
be issued in the Merger will constitute approximately 16.2% of the outstanding
shares of the Company's Common Stock.
Consummation of the Merger is subject to (i) the approval of the Merger
Agreement by the stockholders of the Company and the stockholders of Studio
Plus, (ii) the Company's ability to account for the Merger as a pooling of
interests, (iii) the appointment to the Board of Directors of the Company of
Mr. Norwood Cowgill, Jr., the Chairman of the Board and Chief Executive Officer
of Studio Plus, and (iv) other customary closing conditions. The Merger
Agreement may be terminated prior to its consummation by any of the parties if
the Merger is not consummated on or before August 31, 1997. The Merger
Agreement also may be terminated prior to its consummation for a number of
other reasons, including the following: (i) by mutual written consent of the
Company and Studio Plus; (ii) by either the Company or Studio Plus if the
necessary stockholder approvals are not received; (iii) by Studio Plus if its
Board of Directors determines in good faith that their fiduciary duties require
them to terminate the Merger Agreement by reason of any proposal or offer with
respect to a merger, consolidation, reorganization, exchange, plan of
liquidation, or similar transaction involving Studio Plus or its subsidiaries,
other than the Merger (an "Alternative Proposal"); or (iv) by the Company if
the Board of Directors of Studio Plus shall have (a) withdrawn, or modified in
a manner materially adverse to the Company, its approval of the Merger
Agreement, (b) recommended an Alternative Proposal, or (c) adopted resolutions
to accept or implement an Alternative Proposal. If the Merger Agreement is
terminated pursuant to clause (iii) or (iv) above, Studio Plus must pay the
Company a fee of $7,500,000.
During 1996, the Company acquired ten extended stay properties in six
separate transactions (each such transaction is referred to herein as an
"Acquisition"), as summarized below. Each of the Acquisitions was accounted for
using the purchase method of accounting.
On January 26, 1996, the Company acquired substantially all of the
assets of Apartment/Inn, L.P., a Georgia limited partnership
("Apartment/Inn"). Apartment/Inn owned and operated a 196-room
economy extended stay lodging facility in Norcross, Georgia. In
consideration for such Acquisition, the Company issued an aggregate
of 587,258 shares of Common Stock.
On February 23, 1996, the Company acquired substantially all of the
assets of Hometown Inn I, LTD and Hometown Inn II, LTD (collectively
"Hometown Inn"). Hometown Inn owned and operated a 130-room economy
extended stay lodging facility in Norcross, Georgia and a 144-room
economy extended stay lodging facility in Riverdale, Georgia. In
consideration for such Acquisition, the Company issued 857,216
shares of Common Stock and paid an additional $75,000 in cash.
On May 10, 1996, the Company acquired substantially all of the
assets of American Apartmen-Tels Investors II, L.P., which owned and
operated a 59-room extended stay lodging facility in Lenexa, Kansas,
for a purchase price of approximately $3.3 million in cash. This
purchase includes adjacent land on which the Company intends to
build a new 60-room economy extended stay lodging facility.
On June 25, 1996, the Company acquired substantially all of the
assets of Apartment Inn Partners/Gwinnett, L.P., a Georgia limited
partnership ("Gwinnett"). Gwinnett owned and operated a 126-room
economy extended stay lodging facility in Lawrenceville, Georgia.
The facility was operated as The Apartment Inn, and rights for the
use of that name and certain other rights were controlled by
Apartment/Inn. In consideration for such Acquisition, the Company
issued 344,200 shares of Common Stock and paid an additional $23,000
in cash.
On July 9, 1996, the Company acquired substantially all of the
assets of Melrose Suites, Inc., St. Louis Manor, Inc., Boulder
Manor, Inc., and Nicolle Manor, which owned extended stay lodging
facilities in Las Vegas, Nevada (collectively, the "M & M
Facilities"), that have 177 rooms, 125 rooms, 211
4
<PAGE>
rooms, and 125 rooms, respectively. Each of the M & M Facilities was
managed by M & M Development, with which the Company has entered
into a two-year consulting agreement for a fee of $120,000 per year.
In consideration for the M & M Facilities, in addition to assuming
liability under certain leases for personal property, the Company
issued 2,470,000 shares of Common Stock and paid an additional
$500,000 in cash.
On July 29, 1996, the Company acquired from Kipling Hospitality
Enterprise Corporation a 145-room traditional lodging facility
located in Lakewood, Colorado, which the Company is remodeling to
the economy extended stay format. In consideration for this
Acquisition, the Company issued 200,000 shares of Common Stock and
paid an additional $25,000 in cash.
On May 9, 1996, the Board of Directors of the Company declared a stock
dividend of one additional share of Common Stock for each share issued as of
the close of business on July 5, 1996, which was distributed on July 19, 1996,
thereby effecting a 2-for-1 stock split. All references in this Prospectus to
Common Stock, including prices and earnings per share, give effect to such
stock dividend.
On February 6, 1997, the Company issued the Shares to the Selling
Stockholders in a private placement transaction (the "Private Placement"). The
purchase price in the Private Placement was $17.625 per share, for an aggregate
amount of approximately $202.7 million. Net proceeds received by the Company
from the Private Placement were approximately $198.2 million. The Shares issued
in the Private Placement were not registered under the Securities Act and
constitute "restricted securities" within the meaning of Rule 144 under the
Securities Act. All of the Shares issued in the Private Placement may be resold
in the public market pursuant to this Prospectus. See "Selling Stockholders"
and "Plan of Distribution."
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Certain statements in this Prospectus and under the caption "Risk Factors"
and elsewhere in this Prospectus (including documents incorporated herein by
reference) constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance, or achievements of the Company
to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. Such
factors include, among other things, the Company's limited operating history
and uncertainty as to the Company's future profitability; the ability to meet
construction and development schedules and budgets; the ability to develop and
implement operational and financial systems to manage rapidly growing
operations; the uncertainty as to the consumer demand for extended stay
lodging; increasing competition in the extended stay lodging market; the
ability to integrate and successfully operate acquired properties and the risks
associated with such properties; the ability to obtain financing on acceptable
terms to finance the Company's growth strategy; the ability of the Company to
operate within the limitations imposed by financing arrangements; and other
factors referenced in this Prospectus. See "Risk Factors."
5
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RISK FACTORS
In evaluating an investment in the Common Stock, prospective investors
should carefully consider the following factors in addition to the other
information contained in this Prospectus.
LIMITED OPERATING HISTORY AND COSTS ASSOCIATED WITH EXPANSION
The Company first began operating economy extended stay facilities in August
1995 and has a limited operating history upon which investors may evaluate the
Company's performance. The Company has incurred operating losses in the past
and, given the substantial development and financing expenses relating to the
Company's expansion, there can be no assurance that the Company will be
profitable in the future.
DEVELOPMENT RISKS
The Company intends to grow primarily by developing additional Company-owned
lodging facilities. Development involves substantial risks, including the risk
that development costs will exceed budgeted or contracted amounts, the risk of
delays in completion of construction, the risk of failing to obtain all
necessary zoning and construction permits, the risk that financing might not
be available on favorable terms, the risk that developed properties will not
achieve desired revenue or profitability levels once opened, the risk of
competition for suitable development sites from competitors (some of which
have greater financial resources than the Company), the risks of incurring
substantial costs in the event a development project must be abandoned prior
to completion, changes in governmental rules, regulations, and interpretations
(including interpretations of the requirements of the Americans with
Disabilities Act), and general economic and business conditions. Although the
Company intends to manage development to reduce such risks, there can be no
assurance that present or future developments will perform in accordance with
the Company's expectations. As of December 31, 1996, the Company had developed
and opened 30 facilities, acquired 10 others, and had 50 facilities under
construction. The Company plans to begin construction of approximately 60
additional facilities during 1997 and to continue an active development
program thereafter. There can be no assurance, however, that the Company will
complete the development and construction of the facilities or will acquire
each of the planned properties and complete development of a Company-owned
facility thereon, or that any such developments will be completed in a timely
manner or within budget.
RISKS ASSOCIATED WITH RAPID GROWTH
The Company's rapid development plans will require the implementation of
enhanced operational and financial systems and will require additional
management, operational, and financial resources. For example, the Company
will be required to recruit and train property managers and other personnel
for each new lodging facility as well as additional accounting personnel. In
addition, the Company needs to complete the development of a systemwide
integrated computer network. There can be no assurance that the Company will
be able to manage its expanding operations effectively. The failure to
implement such systems and add such resources on a cost-effective basis could
have a material adverse effect on the Company's results of operations and
financial condition.
RISKS ASSOCIATED WITH THE LODGING INDUSTRY
The extended stay segment of the lodging industry may be adversely affected
by changes in national or local economic conditions, neighborhood
characteristics and other local market conditions, such as an oversupply of
hotel space or a reduction in demand for hotel space in a geographic area,
changes in travel patterns, extreme weather conditions, changes in
governmental regulations which influence or determine wages, prices, or
construction costs, changes in interest rates, the availability of financing
for operating or capital needs, and changes in real estate tax rates and other
operating expenses. The Company's principal assets will consist of real
property, and real estate values are sensitive to changes in local market and
economic conditions and to fluctuations in the economy as a whole. In
addition, due in part to the strong correlation between the lodging
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industry's performance and economic conditions, the lodging industry is
subject to cyclical changes in revenues and profits. These risks may be
exacerbated by the relatively illiquid nature of real estate holdings. The
ability of the Company to vary its portfolio in response to changes in
economic and other conditions will be limited. There can be no assurance that
downturns or prolonged adverse conditions in real estate or capital markets or
in national, state or local economies, and the inability of the Company to
dispose of an investment when it finds disposition to be advantageous or
necessary, will not have a material adverse impact on the Company.
COMPETITION IN THE LODGING INDUSTRY
There is no single competitor or small number of competitors that is or are
dominant in the economy or mid-price extended stay markets. However, some of
the Company's indirect competitors have substantially larger networks of
locations and greater financial resources than the Company. A number of major
lodging companies recently have announced their intent to aggressively develop
extended stay lodging properties which may compete with the Company's
properties. Competition in the U.S. lodging industry is based generally on
convenience of location, price, range of services and guest amenities offered,
and quality of customer service. The Company considers the location of its
lodging facilities, the reasonableness of its room rates, and the services and
guest amenities provided by it to be among the most important factors in its
business. Demographic or other changes in one or more of the Company's markets
could impact the convenience or desirability of the sites of certain lodging
facilities, which would adversely affect their operations. Further, there can
be no assurance that new or existing competitors will not significantly lower
rates or offer greater convenience, services, or amenities or significantly
expand or improve facilities in a market in which the Company's facilities
compete, thereby adversely affecting the Company's operations.
RISKS ASSOCIATED WITH ACQUISITIONS
Although the Company expects that the construction and development of new
extended stay lodging facilities will be its primary means of expansion, the
Company has also made, and may continue making, acquisitions of existing
extended stay lodging facilities or other properties that are suitable for
conversion to the extended stay concept and acquisitions of companies that are
in the extended stay lodging industry, such as the pending acquisition of
Studio Plus. There can be no assurance that the Company will be able to
acquire other extended stay lodging facilities or companies on terms favorable
to the Company or that the Company will be able to consummate its pending
acquisition of Studio Plus. When the Company does make such acquisitions, it
encounters various associated risks, including possible environmental and
other regulatory costs, goodwill amortization, diversion of management's
attention, potential dilution of stockholders' equity, and unanticipated
problems or liabilities, some or all of which could have a material adverse
effect on the Company's operations and financial performance.
RISKS OF BORROWING
The Company may incur substantial borrowings in connection with its
expansion. Pursuant to its mortgage facilities, the Company may be able to
borrow up to $400 million to finance its properties, depending on certain
conditions. This compares to total equity of $494.3 million as of September
30, 1996. These borrowings will be secured by mortgages on the Company's
properties and various accounts and other assets. The Company may incur
additional debt from time to time. Leverage increases the risks to the Company
of any variations in its results, construction cost overruns, or any other
factors affecting its cash flow or liquidity. In addition, the Company's
interest costs could increase as the result of general increases in interest
rates because a portion of the Company's borrowings under these facilities
will bear interest at floating rates, the rates on individual term loans under
these facilities will depend on the level of prevailing yields on U.S.
Treasury securities at the times loans are made, and additional borrowings may
bear interest at floating rates.
NEED FOR ADDITIONAL CAPITAL
The extent to which the Company will be able to borrow under its mortgage
facilities will be dependent on the Company meeting certain conditions and
maintaining certain reserves. In addition, these mortgage facilities
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may restrict the ability of the Company to incur additional debt in the
future. Although the Company is unable to quantify its needs for additional
financing, the Company expects that it will need to procure additional
financing over time, the amount of which will depend on a number of factors
including the number of properties the Company constructs or acquires and the
cash flow generated by its properties. There can be no assurance regarding the
availability or terms of additional financing the Company may be able to
procure over time. Any future debt financings or issuances of preferred stock
by the Company will be senior to the rights of the holders of shares of Common
Stock, and any future issuances of shares of Common Stock will result in the
dilution of the then existing stockholders' proportionate equity interests in
the Company.
RESTRICTIONS ON OPERATIONS IN MORTGAGE FACILITIES
The Company's financing arrangements contain a number of provisions that
impose restrictions on the Company which could, under certain circumstances,
limit the Company's operating and financial flexibility and adversely affect
its results of operations. These provisions include restrictions on the
ability of the Company to incur additional indebtedness, prepay indebtedness,
declare dividends, enter into certain financing arrangements, acquire or
dispose of certain assets, or make certain investments. In addition, the
Company's ability to utilize these mortgage facilities is subject to it
meeting certain conditions.
IMPACT OF ENVIRONMENTAL REGULATIONS
The Company's operating costs may be affected by the obligation to pay for
the cost of complying with existing environmental laws, ordinances, and
regulations. In addition, in the event any future legislation is adopted, the
Company may, from time to time, be required to make significant capital and
operating expenditures in response to such legislation. The Company attempts
to minimize its exposure to potential environmental liability through its
site-selection procedures. The Company typically secures an option to purchase
land subject to certain contingencies. Prior to exercising such option and
purchasing the property, the Company conducts a Phase I environmental
assessment (which generally involves a physical inspection and database
search, but not soil or groundwater analyses). 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 properly remediate such contaminated
property, may adversely affect the owner's ability to borrow using such real
property as collateral. Persons who arrange for the disposal or treatment of
hazardous or toxic substances also may 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. Certain
environmental laws and common-law principles could be used to impose liability
for releases of hazardous materials, including asbestos-containing materials
("ACMs"), into the environment, and third parties may seek recovery from
owners or operators of real properties for personal injury associated with
exposure to released ACMs or other hazardous materials. Environmental laws
also may impose restrictions on the manner in which property may be used or
transferred or in which businesses may be operated, and these restrictions may
require expenditures. In connection with the ownership of its properties, the
Company may be potentially liable for any such costs. The cost of defending
against claims of liability or remediating contaminated property and the cost
of complying with environmental laws could materially adversely affect the
Company's results of operations and financial condition.
LOSSES IN EXCESS OF INSURANCE COVERAGE
The Company maintains comprehensive insurance on each of its properties,
including liability, fire, and extended coverage, in the types and amounts
customarily obtained by an owner and operator in the Company's industry.
Nevertheless, there are certain types of losses, generally of a catastrophic
nature, such as hurricanes, earthquakes, and floods, that may be uninsurable
or not economically insurable. The Company uses its discretion in determining
amounts, coverage limits, and deductibility provisions of insurance, with a
view to obtaining
8
<PAGE>
appropriate insurance on the Company's properties at a reasonable cost and on
suitable terms. This may result in insurance coverage that in the event of a
loss would not be sufficient to pay the full current market value or current
replacement value of the Company's lost investment and the insurance proceeds
received by the Company might not be adequate to restore its economic position
with respect to such property.
RELIANCE ON KEY PERSONNEL
The Company's success depends to a significant extent upon the efforts and
abilities of its senior management and key employees, particularly, Mr. George
D. Johnson, Jr., President and Chief Executive Officer, and Mr. Robert A.
Brannon, Senior Vice President and Chief Financial Officer. The loss of the
services of any of these individuals could have a material adverse effect upon
the Company. The Company does not have employment or consulting agreements
with any of its officers other than Mr. Harold E. Wright nor does it carry key
man life insurance on any of its officers. Studio Plus has an employment
agreement with Michael J. Moriarty which the Company will assume if it
completes the pending acquisition of Studio Plus.
CONTROL OF THE COMPANY BY MANAGEMENT AND PRINCIPAL STOCKHOLDERS
As of February 7, 1997, George D. Johnson, Jr., the President and Chief
Executive Officer of the Company, H. Wayne Huizenga, the Chairman of the Board
of Directors of the Company, and Stewart H. Johnson, a director of the
Company, beneficially owned approximately 27.5% of the outstanding shares of
Common Stock, and these individuals together with other executive officers and
directors of the Company as a group owned approximately 33.9% of the
outstanding shares of Common Stock. Following consummation of the Company's
pending acquisition of Studio Plus, these individuals will own approximately
23.0% of the outstanding shares of Common Stock, and all such officers and
directors of the Company as a group will own approximately 30.2% of the
outstanding shares of Common Stock (including shares of Common Stock to be
owned by Mr. Norwood Cowgill, Jr., the Chairman of the Board and Chief
Executive Officer of Studio Plus, upon consummation of the acquisition of
Studio Plus). In addition, the Company's debt agreements contain, and future
financing arrangements may contain, provisions regarding the composition of
the Company's Board of Directors.
ANTITAKEOVER EFFECT OF CHARTER, BYLAWS, STATUTORY PROVISIONS, AND FINANCING
ARRANGEMENTS
The ownership positions of Messrs. George D. Johnson, Jr., H. Wayne
Huizenga, and Stewart H. Johnson and the other executive officers and
directors of the Company as a group, together with the anti-takeover effects
of Section 203 of the Delaware General Corporation Law which, in general,
impose restrictions upon acquirers of 15% or more of the Common Stock, and of
certain provisions in the Company's Certificate of Incorporation and Bylaws,
may have the effect of delaying, deferring, or preventing a change of control
of the Company, even if such event would be beneficial to stockholders. For
example, the Certificate of Incorporation requires that all stockholder action
must be effected at a duly-called annual or special meeting of stockholders,
and the Bylaws require that stockholders follow an advance notification
procedure for certain stockholder nominations of candidates for the Board of
Directors and for certain other business to be conducted at any meeting of
stockholders. In addition, the Company's Certificate of Incorporation
authorizes "blank check" preferred stock, so that the Company's Board of
Directors may, without stockholder approval, issue preferred shares through a
stockholders' rights plan or otherwise which could inhibit a change of
control. In the event that the current members of the Company's Board of
Directors cease to constitute a majority of the Board or Mr. George D.
Johnson, Jr., or Mr. Huizenga cease to be a member of the Board, amounts
outstanding under its current financing arrangements, if any, would become
immediately due.
ABSENCE OF DIVIDENDS
The Company intends to retain its earnings to finance its growth and for
general corporate purposes and therefore does not anticipate paying any cash
dividends in the foreseeable future. In addition, the Company's debt
agreements contain, and future financing agreements may contain, limitations
on the payment of cash dividends or other distributions of assets.
9
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the ownership
of Common Stock as of February 7, 1997 by each of the Selling Stockholders.
Each of the Selling Stockholders purchased the Shares offered hereby from the
Company in the Private Placement. Because certain of the Selling Stockholders
own shares of Common Stock in addition to the Shares and because such other
shares of Common Stock may be sold at any time and from time to time after the
date hereof, the total number of shares of Common Stock to be owned by the
Selling Stockholders after completion of this offering assumes that none of
such other shares of Common Stock are sold or otherwise transferred.
<TABLE>
<CAPTION>
TOTAL NUMBER SHARES TOTAL NUMBER OF
OF SHARES OFFERED SHARES REMAINING
NAME BEFORE SALE HEREBY AFTER SALE PERCENT
- ---- ------------ ---------- ---------------- -------
<S> <C> <C> <C> <C>
AGSPC--Growth Fund............ 300,000 300,000 0 *
Delaware Group Premium Fund,
Inc. for the Emerging Growth
Series....................... 35,000 35,000 0 *
Delaware Group Trend Fund,
Inc.......................... 410,000 410,000 0 *
IDS Life Managed Fund, Inc.... 2,000,000 2,000,000 0 *
Managed Account Services
Portfolio Trust.............. 55,000 55,000 0 *
Metropolitan Life Insurance
Company Separate
Account 43(1)................ 769,800 100,800 669,000 *
Metropolitan Series Fund, Inc.
Aggressive Growth
Portfolio(1)................. 1,955,400 449,000 1,506,400 1.89
MFS Series Trust II--MFS
Emerging Growth Fund......... 1,000,000 1,000,000 0 *
Park Avenue Partners.......... 550,000 550,000 0 *
Alden G. Pearce, as Trustee of
the Cheyne Walk Trust Dtd
12/22/88(2).................. 132,000 50,000 82,000 *
Putnam New Opportunities
Fund(3)...................... 3,726,800 934,900 2,791,900 3.50
Putnam Offshore Funds (Cayman)
Ltd.--Putnam New
Opportunities Fund(3)........ 1,400 1,400 0 *
Putnam OTC Emerging Growth
Fund(3)...................... 1,889,000 322,800 1,566,200 1.96
Putnam Variable Trust--Putnam
VT New Opportunities Fund(3). 503,400 125,400 378,000 *
Putnam Variable Trust--Putnam
VT Voyager Fund(3)........... 353,666 120,800 232,866 *
Putnam Voyager Fund(3)........ 1,446,700 463,100 983,600 1.23
Putnam Voyager Fund II(3)..... 125,000 31,600 93,400 *
Quantum Partners LDC(4)....... 3,698,800 3,000,000 698,800 *
State Street Research Capital
Appreciation Fund(1)......... 1,053,300 165,900 887,400 1.11
State Street Research Capital
Fund(1)...................... 1,046,700 249,300 797,400 *
State Street Research Emerging
Growth Fund(1)............... 75,300 35,300 40,000 *
State Street Research Growth
Fund(1)...................... 343,100 99,700 243,400 *
T. Rowe Price New America
Growth Fund, Inc. ........... 670,000 670,000 0 *
T. Rowe Price Equity Series,
Inc.
T. Rowe Price New America
Growth Portfolio............. 30,000 30,000 0 *
Vanni E. Treves, as Trustee of
the Ronald Family Trust B Dtd
12/22/88(2).................. 130,400 50,000 80,400 *
Westbury (Bermuda) Ltd.(5).... 724,000 200,000 524,000 *
Whittier Trust................ 50,000 50,000 0 *
----------
11,500,000
==========
</TABLE>
10
<PAGE>
- ---------------------
*Less than one percent
(1) State Street Research and Management Company, Inc., the Selling
Stockholder's investment adviser, has investment and voting control over
the shares of Common Stock set forth in the table above.
(2) Excludes certain shares of Common Stock as to which (i) Husic Capital
Management, the Selling Stockholder's investment adviser, (ii) Frank J.
Husic and Co., the sole general partner of Husic Capital Management, and
(iii) Frank J. Husic, the sole shareholder of Frank J. Husic and Co., have
reported beneficial ownership pursuant to a statement on Schedule 13G
filed with the Commission on February 5, 1997.
(3) Putnam Investment Management, Inc., the Selling Stockholder's investment
adviser, has shared investment and voting control over the shares of
Common Stock set forth, in the table above, which may exclude other shares
of Common Stock that Putnam Investment Management, Inc., may be deemed to
beneficially own.
(4) The Selling Stockholder disclaims beneficial ownership of 698,800 shares
of Common Stock over which Soros Fund Management LLC holds, pursuant to
contract, voting and disposition rights.
(5) Excludes 150,000 shares of Common Stock held by MGD Holdings which has the
same beneficial owner as the Selling Stockholder.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell or distribute some or all of the Shares
from time to time through underwriters or dealers or brokers or other agents
or directly to one or more purchasers in transactions (which may involve
crosses and block transactions) on Nasdaq, in privately negotiated
transactions, in the over-the-counter market, or in a combination of such
transactions. Such transactions may be effected by the Selling Stockholders at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices, or at fixed prices, which may
be changed. Brokers, dealers, agents or underwriters participating in such
transactions as agent may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders (and, if they act as
agent for the purchaser of such Shares, from such purchaser). Such discounts,
concessions or commissions as to a particular broker, dealer, agent or
underwriter might be in excess of those customary in the type of transaction
involved. This Prospectus also may be used, with the Company's consent, by
other persons acquiring Shares and who wish to offer and sell such Shares
under circumstances requiring or making desirable its use.
The Selling Stockholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be
"underwriters" within the meaning of the Securities Act, and any discounts,
commissions or concessions received by any such underwriters, brokers, dealers
or agents might be deemed to be underwriting discounts and commissions under
the Securities Act. Neither the Company nor the Selling Stockholders can
presently estimate the amount of such compensation. The Company knows of no
existing arrangements between any Selling Stockholder and any other Selling
Stockholder, underwriter, broker, dealer or other agent relating to the sale
or distribution of the Shares.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of any of the Shares may not simultaneously engage
in market activities with respect to the Common Stock for a period of nine
business days prior to the commencement of such distribution. In addition and
without limiting the foregoing, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rule 10b-5 and Rules 10b-6 and 10b-7
(to be designated as Regulation M), which provisions may limit the timing of
purchases and sales of any of the Shares by the Selling Stockholders. All of
the foregoing may affect the marketability of the Common Stock.
The Company will pay substantially all of the expenses incident to this
offering of the Shares by the Selling Stockholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents. Each
Selling Stockholder may indemnify any broker, dealer, agent or underwriter
that participates in transactions involving sales of the Shares against
certain liabilities, including liabilities arising under the Securities Act.
11
<PAGE>
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the Common Stock may not be
sold unless the Common Stock has been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is
complied with.
EXPERTS
The consolidated balance sheet of Extended Stay America, Inc. and
subsidiaries as of December 31, 1995 and the related consolidated statements
of operations, stockholders' equity and cash flows for the period from January
9, 1995 (inception) through December 31, 1995, the statements of operations,
partners' deficit, and cash flows of Welcome Inn America 89-1, L.P. for each
of the two years in the period ended December 31, 1994 and the period from
January 1, 1995 through August 18, 1995, the balance sheets of Apartment/Inn,
L.P. as of December 31, 1994 and 1995 and the related statements of operations
and partners' deficit and cash flows for each of the two years in the period
ended December 31, 1995, the combined balance sheets of Hometown Inn I, LTD
and Hometown Inn II, LTD as of December 31, 1994 and 1995 and the related
combined statements of operations and partners' capital and cash flows for
each of the three years in the period ended December 31, 1995, the balance
sheet of Kipling Hospitality Enterprise Corporation as of December 31, 1995
and the related statements of operations and retained earnings and cash flows
for the year then ended, the balance sheet of Apartment Inn Partners/Gwinnett,
L.P. as of December 31, 1995 and the related statements of operations and
partners' capital and cash flows for the year then ended, and the combined
balance sheets of the M&M Facilities as of December 31, 1994 and 1995 and the
related combined statements of operations and equity (deficit) and cash flows
for each of the three years in the period ended December 31, 1995, each as
incorporated by reference into in this Prospectus, have been included herein
in reliance on the reports of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents and information heretofore filed by the Company with
the Commission are incorporated herein by reference:
. The Company's Annual Report on Form 10-K for the year ended December 31,
1995.
. The Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1996, June 30, 1996, and September 30, 1996.
. The Company's Current Reports on Form 8-K dated January 26, 1996,
February 23, 1996, June 25, 1996, July 9, 1996, July 29, 1996, January
16, 1997 (as amended on Form 8-K/A dated January 16, 1997), and February
5, 1997.
. The Company's Report on Form 10-C dated June 12, 1996.
. The Company's Proxy Statement dated April 12, 1996, relating to the
Annual Meeting of Stockholders held on May 9, 1996.
. The description of the Common Stock set forth under the caption
"Description of Capital Stock--Common Stock" in the prospectus included
in the Company's registration statement on Form S-1 (Reg. No. 33-98452),
which description is incorporated by reference in the Company's
registration statement on Form 8-A dated November 8, 1996 for the
registration of the Common Stock under Section 12(g) of the Exchange
Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Shares hereby (except to the extent
specified therein or in rules or regulations of the Commission) shall be
deemed to be incorporated by reference in this Prospectus and to be part
hereof from the date of filing of such documents. Any statement, including
financial statements, contained in a document incorporated or deemed to be
incorporated by reference
12
<PAGE>
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 such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, at the written or oral request of such
person, a copy of any or all of the documents referred to above which have
been or may be incorporated in this Prospectus by reference, other than
exhibits to such documents. Requests for such copies should be directed to
Extended Stay America, Inc., 450 E. Las Olas Boulevard, Suite 1100, Fort
Lauderdale, Florida, 33301, Attention: Secretary (telephone: 954-713-1600).
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses, all of which are to
be borne by the Company, in connection with the registration, issuance and
distribution of the securities being registered hereby. All amounts are
estimates except the Commission registration fee.
<TABLE>
<S> <C>
Commission registration fee..................................... $ 62,946
Printing and engraving expenses................................. 5,000
Legal fees and expenses......................................... 25,000
Accounting fees and expenses.................................... 5,000
Miscellaneous................................................... 2,054
--------
Total....................................................... $100,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes the Company
to indemnify its directors and officers under specified circumstances. The
Restated Certificate of Incorporation and Bylaws of the Company provide that
the Company shall indemnify, to the extent permitted by Delaware law, its
directors and officers (and may indemnify its employees and agents) against
liabilities (including expenses, judgments, and settlements) incurred by them
in connection with any actual or threatened action, suit, or proceeding to
which they are or may become parties and which arises out of their status as
directors, officers, or employees.
The Company's Restated Certificate of Incorporation and Bylaws eliminate, to
the fullest extent permitted by Delaware law, liability of a director to the
Company or its stockholders for monetary damages for a breach of such
director's fiduciary duty of care except for liability where a director (a)
breaches his or her duty of loyalty to the Company or its stockholders, (b)
fails to act in good faith or engages in intentional misconduct or knowing
violation of law, (c) authorizes payment of an illegal dividend or stock
repurchase, or (d) obtains an improper personal benefit. While liability for
monetary damages has been eliminated, equitable remedies such as injunctive
relief or rescission remain available. In addition, a director is not relieved
of his responsibilities under any other law, including the federal securities
laws.
The directors and officers of the Company are insured within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits, or proceedings and certain
liabilities which might be imposed as a result of such actions, suits, or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
ITEM 16. EXHIBITS
A list of exhibits included as part of this Registration Statement is set
forth in the Exhibit Index appearing elsewhere herein and is incorporated by
this reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, 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 the 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 the registration statement.
II-1
<PAGE>
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 percent 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 the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(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.
(b) The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act, each filing of the
registrant'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
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.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant will, unless
in the opinion of its counsel 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 Act
and will be governed by the final adjudication of such issue.
II-2
<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 FORT LAUDERDALE, STATE OF FLORIDA, ON FEBRUARY 11,
1997.
Extended Stay America, Inc.
/s/ Robert A. Brannon
By: _________________________________
Robert A. Brannon
Senior Vice President,
Chief Financial Officer,
Secretary and Treasurer
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW HEREBY APPOINTS GEORGE D. JOHNSON,
JR., ROBERT A. BRANNON, AND GREGORY R. MOXLEY, AND EACH OF THEM SEVERALLY,
ACTING ALONE AND WITHOUT THE OTHER, HIS OR HER TRUE AND LAWFUL ATTORNEY-IN-
FACT WITH AUTHORITY TO EXECUTE IN THE NAME OF EACH SUCH PERSON AND TO FILE
WITH THE SECURITIES AND EXCHANGE COMMISSION, TOGETHER WITH ANY EXHIBITS
THERETO AND OTHER DOCUMENTS THEREWITH, ANY AND ALL AMENDMENTS (INCLUDING POST-
EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT NECESSARY OR ADVISABLE TO
ENABLE THE REGISTRANT TO COMPLY WITH THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY RULES, REGULATIONS, AND REQUIREMENTS OF THE SECURITIES AND EXCHANGE
COMMISSION IN RESPECT THEREOF, WHICH AMENDMENTS MAY MAKE SUCH OTHER CHANGES IN
THE REGISTRATION STATEMENT AS THE AFORESAID ATTORNEY-IN-FACT EXECUTING THE
SAME DEEMS APPROPRIATE.
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 FEBRUARY 11, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
PRINCIPAL EXECUTIVE OFFICER:
<S> <C>
/s/ George D. Johnson, Jr. President and Chief Executive Officer
___________________________________________
George D. Johnson, Jr.
PRINCIPAL FINANCIAL OFFICER:
/s/ Robert A. Brannon Senior Vice President, Chief Financial
___________________________________________ Officer, Secretary, and Treasurer
Robert A. Brannon
PRINCIPAL ACCOUNTING OFFICER:
/s/ Gregory R. Moxley Vice President and Controller
___________________________________________
Gregory R. Moxley
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
A MAJORITY OF THE DIRECTORS:
<S> <C>
Director
___________________________________________
H. Wayne Huizenga
/s/ George D. Johnson, Jr. Director
___________________________________________
George D. Johnson, Jr.
/s/ Stewart H. Johnson Director
___________________________________________
Stewart H. Johnson
/s/ John J. Melk Director
___________________________________________
John J. Melk
/s/ Peer Pedersen Director
___________________________________________
Peer Pedersen
/s/ Donald F. Flynn Director
___________________________________________
</TABLE> Donald F. Flynn
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBERS DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <S>
2.1 Contribution Agreement, dated August 18, 1995, between the Company and
Welcome Inn America 89-1, L.P. (incorporated by reference to the
corresponding exhibit to the Company's Registration Statement on Form
S-1, Registration No. 33-98452 (the "IPO S-1")).
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.
(incorporated by reference to the corresponding exhibit to the
Company's Registration Statement on Form S-1, Registration No. 333-102
(the "Acquisition Shelf S-1")).
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 (incorporated by reference to the corresponding
exhibit to the Acquisition Shelf S-1).
2.4 Agreement to Purchase Hotel dated May 1, 1996 and related agreements
among ESA Properties, Inc., Kipling Hospitality Enterprise
Corporation, and J. Craig McBride (incorporated by reference to the
corresponding exhibit to the Company's Report on Form 10-Q for the
quarter ended March 31, 1996).
2.5 Agreement to Purchase Hotel dated as of June 24, 1996 and related
agreements among the Company, ESA 0996, Inc., Apartment Inn
Partners/Gwinnett, L.P., and Rosa Dziewienski Pajonk (incorporated by
reference to the corresponding exhibit to the Acquisition Shelf S-1).
2.6 Agreements to Purchase Hotels dated as of June 25, 1996 and related
agreements between the Company and ESA Properties, Inc. and Boulder
Manor, Inc., Melrose Suites, Inc., St. Louis Manor, Inc., and Michael
J. Mona, Jr. and Dean O'Bannon (incorporated by reference to the
corresponding exhibit to the Acquisition Shelf S-1).
2.7 Agreement and Plan of Merger dated as of January 16, 1997 by and among
the Company, ESA Merger Sub, Inc., and Studio Plus Hotels, Inc.
("Studio Plus") (incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K dated January 16, 1997 (the
"Merger 8-K")).
4.1 Specimen certificate representing shares of Common Stock (incorporated
by reference to the corresponding exhibit to the IPO S-1).
5.1 Opinion of Bell, Boyd & Lloyd as to the legality of the Common Stock.
23.1 Consent of Coopers & Lybrand L.L.P.
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).
</TABLE>
EX-1
<PAGE>
[LETTERHEAD OF BELL, BOYD & LLOYD]
February 11, 1997
Extended Stay America, Inc.
450 East Las Olas Boulevard, Suite 1100
Fort Lauderdale, FL 33301
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have represented Extended Stay America, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a registration statement
on Form S-3 (the "Registration Statement"), filed under the Securities Act of
1933, as amended (the "Act"), for the purpose of registering under the Act
11,500,000 shares of common stock, par value $.01 per share (the "Common
Stock"), of the Company (the "Shares") owned by certain stockholders of the
Company. 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, including the Registration Statement and
pertinent resolutions of the board of directors of the Company, as we deemed it
necessary to examine for the purpose of this opinion.
Based upon such examination, it is our opinion that the Shares are legally
issued, fully paid and non-assessable shares of Common Stock of the Company.
We consent to the filing of this opinion as an exhibit to 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
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-3 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., our report dated May 4, 1996, on our audit of
the financial statements of Kipling Hospitality Enterprise Corporation, our
report dated June 25, 1996, on our audit of the financial statements of
Apartment Inn Partners/Gwinnett, L.P., and our report dated June 27, 1996, on
our audits of the combined financial statements of Boulder Manor, Inc., Melrose
Suites, Inc., Nicolle Manor and St. Louis Manor, Inc. (the "M & M Facilities").
We also consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Spartanburg, South Carolina
February 12, 1997
