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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 11, 1997
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EXTENDED STAY AMERICA, INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
Delaware 0-27360 36-3996573
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
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450 E. Las Olas Boulevard
Ft. Lauderdale, Florida 33301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 713-1600
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Item 2. Acquisition of Assets.
On April 11, 1997 (the "Closing Date"), Extended Stay America, Inc. (the
"Company") and ESA Merger Sub, Inc., a wholly-owned subsidiary of the Company
("Merger Sub"), completed a merger (the "Merger") with Studio Plus Hotels, Inc.
("Studio Plus") in accordance with the terms of an Agreement and Plan of Merger
(the "Merger Agreement") by and between the parties dated January 16, 1997.
Pursuant to the terms of the Merger Agreement, Studio Plus was merged with and
into Merger Sub and the 12,557,807 shares of Studio Plus common stock which were
outstanding on the Closing Date were converted into the right to receive
approximately 15,411,000 shares of common stock, par value $.01 per share, of
the Company.
As of March 31, 1997, Studio Plus owned and operated 38 mid-priced
extended-stay lodging facilities and had approximately 19 facilities under
construction and contracts to purchase approximately 17 additional sites for
development (collectively, the "Studio Plus Facilities"). The Company intends to
operate the Studio Plus Facilities in substantially their present form. The
terms of the Merger, including the exchange ratio, were determined through
arm's-length negotiations, based on past and projected levels of revenue and
profitability of Studio Plus, the market price of Studio Plus' common stock, and
the value of the assets acquired. The Merger was accounted for as a "pooling of
interests." A copy of the Merger Agreement is filed herewith as Exhibit 2.1 and
is incorporated herein by this reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
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The required financial statements of the business acquired are hereby
incorporated by reference to Studio Plus' Annual Report on Form 10-K for
the year ended December 31, 1996 under the caption "Financial Statements
and Supplementary Data" appearing on pages 12 through 25 therein.
(b) Pro Forma Financial Information.
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The required pro forma financial information relating to the business
acquired is hereby incorporated by reference to the Company's Registration
Statement on Form S-4 (the "Registration Statement") under the caption
"Unaudited Pro Forma Condensed Combined Financial Statements of ESA and
Studio Plus" appearing on pages 54 through 60 of the Joint Proxy
Statement/Prospectus constituting part of the Registration Statement.
(c) Exhibits.
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The exhibits to this report are listed in the Exhibit Index set forth
elsewhere herein.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EXTENDED STAY AMERICA, INC.
By: /s/ Robert A. Brannon
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Robert A. Brannon
Senior Vice President and
Chief Financial Officer
Dated: April 25, 1997
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EXTENDED STAY AMERICA, INC.
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Exhibit Index
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Exhibit
Number Description of Exhibit
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2.1 Agreement and Plan of Merger dated as of January 16, 1997 by and among
Extended Stay America, Inc., 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 21, 1997).
23.1 Consent of Coopers & Lybrand L.L.P.
99.1 Audited consolidated financial statements of Studio Plus for the three
years ended December 31, 1996 (incorporated by reference to Studio
Plus' Annual Report on Form 10-K for the fiscal year ended December
31, 1996).
99.2 Unaudited pro forma condensed combined statements of income of the
Company and Studio Plus for the three years ended December 31, 1996
and unaudited pro forma condensed combined balance sheet of the
Company and Studio Plus as of December 31, 1996 (incorporated by
reference to the Company's Registration Statement on Form S-4,
Registration No. 333-22495).
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference of our report dated February
4, 1997, on our audit of the consolidated financial statements of Studio Plus
Hotels, Inc. ("Studio Plus") as of December 31, 1996 and 1995 and for each of
the three years in the period ended December 31, 1996 in (i) the Company's
Registration Statement on Form S-8, Registration No. 333-10255; (ii) the
Company's Registration Statement on Form S-8, Registration No. 333-25639; (iii)
the Company's Registration Statement on Form S-3, Registration No. 333-100; and
(iv) the Company's Registration Statement on Form S-3, Registration No. 333-
21625, which report and financial statements are incorporated by reference to
Studio Plus' Annual Report on Form 10-K for the fiscal year ended December 31,
1996.
COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
April 25, 1997
