EXTENDED STAY AMERICA INC, S-8, 1997-04-22

EXTENDED STAY AMERICA INC
S-8, 1997-04-22
HOTELS & MOTELS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1997

REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

FORM S-8
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
INCORPORATION OR ORGANIZATION) NUMBER)
450 EAST LAS OLAS BOULEVARD
FT. LAUDERDALE, FLORIDA 33301
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

----------------

STUDIO PLUS HOTELS, INC. 1995 STOCK INCENTIVE PLAN;
AND
STUDIO PLUS HOTELS, INC. 1995 NON-EMPLOYEE DIRECTORS'
STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLANS)

----------------

COPIES TO:
ROBERT A. BRANNON D. MARK MCMILLAN, ESQ.
SENIOR VICE PRESIDENT, CHIEF FINANCIAL BELL, BOYD & LLOYD
OFFICER, SECRETARY AND TREASURER 70 WEST MADISON STREET
EXTENDED STAY AMERICA, INC. CHICAGO, ILLINOIS 60602
450 EAST LAS OLAS BOULEVARD (312) 372-1121
FT. LAUDERDALE, FLORIDA 33301
(954) 713-1600
(NAME, ADDRESS, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER UNIT (2) OFFERING PRICE FEE
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 1,316,252
share........................... Shares $10.96 $14,426,121.92 $4,371.56
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement also covers an indeterminate number of shares
of Common Stock which may be issuable under the antidilution and other
adjustment provisions of the respective plans pursuant to Rule 416(a) of
the Securities Act of 1933, as amended (the "Securities Act").
(2) This amount reflects an aggregate of 1,316,252 shares of Common Stock
which are issuable pursuant to options granted at a weighted average
exercise price of $10.96 per share under the following plans: the Studio
Plus Hotels, Inc. 1995 Stock Incentive Plan -- 1,242,620 shares; the
Studio Plus Hotels, Inc. 1995 Non-Employee Directors' Stock Incentive Plan
-- 73,632 shares.

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<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

Not required to be included herewith.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not required to be included herewith.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE.

This registration statement on Form S-8 relates to the registration of
shares of common stock of Extended Stay America, Inc. (the "Company"), par
value $.01 per share (the "Common Stock").

The Company incorporates herein by reference the following documents
heretofore filed by the Company with the Securities and Exchange Commission:

(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1996;

(2) The Company's Current Reports on Form 8-K dated January 16, 1997 (as
amended on Form 8-K/A dated January 16, 1997) and February 5, 1997; and

(3) The description of the Company's Common Stock set forth under the
caption "Description of Capital Stock" 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 filed on December 8, 1995 for the registration of the Common Stock
under Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including all amendments thereto.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all of
the securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a 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
herein shall be deemed to be modified or superseded for purposes of this
registration statement 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 registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Inapplicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Inapplicable.

2
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of Delaware 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 or her 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.

Insofar as indemnification by the Company for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, the Company 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Inapplicable.

ITEM 8. EXHIBITS

The exhibits to this registration statement are listed in the Exhibit Index,
which appears elsewhere herein and is hereby incorporated by reference.

ITEM 9. UNDERTAKINGS

(a) The Company 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. 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;

3
<PAGE>

(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 Company pursuant to Section 13 or 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 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 Company hereby undertakes 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 15(d) of the Exchange Act that is incorporated by
reference in the 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.

(c)-(g) Inapplicable.

(h) 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 provisions described under Item 6 above or otherwise,
the Company 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 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 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 Securities Act and will be governed by the final adjudication
of such issue.

(i)-(j) Inapplicable.

4
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
COMPANY CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND 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
APRIL 18, 1997.

Extended Stay America, Inc.

/s/ George D. Johnson, Jr.
By: _________________________________
George D. Johnson, Jr.
President and Chief Executive
Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints George D. Johnson,
Jr. and Robert A. Brannon, and each of them severally, acting alone and
without the other, his 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, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON APRIL 18, 1997.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
PRINCIPAL EXECUTIVE OFFICER:

<S> <C>
/s/ George D. Johnson, Jr. President and Chief Executive Officer
___________________________________________
George D. Johnson, Jr.

<CAPTION>
PRINCIPAL FINANCIAL OFFICER:
<S> <C>
/s/ Robert A. Brannon Senior Vice President, Chief Financial
___________________________________________ Officer, Secretary, and Treasurer
Robert A. Brannon

<CAPTION>
PRINCIPAL ACCOUNTING OFFICER:
<S> <C>
/s/ Gregory R. Moxley Vice President and Controller
___________________________________________
Gregory R. Moxley

</TABLE>

5
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
A MAJORITY OF THE DIRECTORS:
<S> <C>
/s/ H. Wayne Huizenga Director
___________________________________________
H. Wayne Huizenga

Director
___________________________________________
Donald F. Flynn

/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
</TABLE>

6
<PAGE>

EXTENDED STAY AMERICA, INC.

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4.1 Restated Certificate of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1, Registration No. 33-98452)
4.2 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement
on Form S-1, Registration No. 33-98452)
4.3 Specimen certificate representing shares of Common Stock
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1, Registration No. 33-98452)
4.4 Studio Plus Hotels, Inc. 1995 Stock Incentive Plan (incorporated
by reference to Exhibit 4.3 to Studio Plus Hotels, Inc.'s
("Studio Plus") Registration Statement on Form S-8, Registration
No. 333-09907)
4.5 Studio Plus Hotels, Inc. 1995 Non-Employee Directors' Stock
Incentive Plan (incorporated by reference to Exhibit 4.3 to
Studio Plus' Registration Statement on Form S-8, Registration No.
333-09923)
4.6 Form of Option Notice and Assumption Agreement between the
Company, Studio Plus, and approximately 35 option holders (the
"Studio Plus Option Holders") entered into in April 1997
4.7(a) Form of Stock Option Agreement between the Company and certain of
the Studio Plus Option Holders
4.7(b) Form of Incentive Stock Option Agreement between the Company and
certain of the Studio Plus Option Holders
4.7(c) Form of Non-Employee Director Stock Option Agreement between the
Company and certain of the Studio Plus Option Holders
5.1 Opinion of Bell, Boyd & Lloyd
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Bell, Boyd & Lloyd (contained in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this
registration statement)
</TABLE>

<PAGE>

EXHIBIT 4.6

OPTION NOTICE AND ASSUMPTION AGREEMENT
--------------------------------------

THIS OPTION NOTICE AND ASSUMPTION AGREEMENT (this "Agreement") is made and
entered into as of this ____ day of ___________, 1997, by and among Extended
Stay America, Inc., a Delaware corporation ("Purchaser"), Studio Plus Hotels,
Inc., a Virginia corporation ("Target"), and each of the Option Holders of
Target listed on Exhibit A hereto (each, an "Option Holder" and collectively,
the "Option Holders").

W I T N E S S E T H
-------------------

WHEREAS, Purchaser, ESA Merger Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of Purchaser ("Sub"), and Target have entered into that
certain Agreement and Plan of Merger, dated as of January 16, 1997 (the "Merger
Agreement");

WHEREAS, pursuant to the Merger Agreement, Purchaser will acquire Target
through the merger of Target with and into Sub (the "Merger");

WHEREAS, immediately prior to the Merger, each of the Option Holders was an
employee or director of Target;

WHEREAS, Target previously granted to each Option Holder stock options (the
"Old Options") to purchase shares of common stock, $.01 par value per share, of
Target ("Target Common Stock") which are evidenced, as applicable, by an Option
Agreement, in the form attached hereto as Exhibit B (the "Old Option
Agreements");

WHEREAS, pursuant to the Merger Agreement, Purchaser will assume at the
Effective Time all of Target's rights and obligations under each of the Old
Option Agreements and shall substitute therefor stock options (the "New
Options") to purchase shares of common stock, par value $.01 per share, of
Purchaser (the "Purchaser Common Stock");

WHEREAS, the New Options shall be evidenced by, and shall be subject to the
terms and conditions of, the option agreement in the form of Exhibit C hereto
(the "New Option Agreement");

WHEREAS, in accordance with the terms of the Merger Agreement, Purchaser
wishes to issue the New Options to Option Holders in substitution for the Old
Options at the Effective Time; and

WHEREAS, in connection with the Merger and to induce Purchaser to
consummate the transactions contemplated by the Merger Agreement and to grant to
each of the Option Holders the New Options, each of the Option Holders wishes to
exchange the Old Options for the New Options at the Effective Time in accordance
with the terms hereof.
<PAGE>

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:

Section 1. Definitions. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Merger Agreement.

Section 2. Exchange of Options; Termination.

2.1. Exchange. On the Effective Time or as soon thereafter as is
reasonably practicable, Purchaser shall issue, execute and deliver to each of
the Option Holders a New Option Agreement and each of the Option Holders shall
deliver to Purchaser the Old Option Agreement in exchange therefor. Target and
each of the Option Holders hereby agrees with Purchaser that following such
exchange the Old Option Agreement, the Old Options granted thereunder and any
and all other options, warrants and rights of such Option Holder to acquire
Target capital stock or other securities of Target shall terminate and be of no
further force or effect and no party thereto or beneficiary thereunder shall
therefor have any further rights or obligations of any nature whatsoever
thereunder or in respect thereto.

2.2. Termination. Each Option Holder hereby acknowledges and agrees that
the receipt of the New Options and the New Option Agreement on the Effective
Time in accordance with the provisions hereof shall constitute full satisfaction
and discharge of all rights of each Option Holder and any obligations whatsoever
of Target and Purchaser in respect of the Old Options and the Old Option
Agreement. Each Option Holder hereby further acknowledges that (a) he has read
this Agreement and all Exhibits hereto, understands the contents hereof and
thereof and has signed this Agreement of his own free will, and (b) he
understands that Purchaser and Target will rely on this Agreement in connection
with the consummation of the transactions contemplated by the Merger Agreement.

2.3. New Option Shares and Exercise Price. Each Option Holder hereby
acknowledges that the New Options shall evidence the right to purchase the
number of shares of Purchaser Common Stock equal to the product (rounded up to
the next whole number) of (a) the number of shares of Target Common Stock
covered by the Old Options immediately prior to the Effective Time, multiplied
by (b) the Exchange Ratio. Each Option Holder hereby further acknowledges that
the exercise price of such New Options shall be equal to the quotient obtained
by dividing (a) the per share exercise price for shares of Target Common Stock
subject to the Old Options immediately prior to the Effective Time, by (b) the
Exchange Ratio.

Section 3. Representations and Warranties of Purchaser.

Purchaser represents and warrants to Option Holder as follows:

3.1. Corporate Existence and Power. Purchaser is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware and has full
<PAGE>

corporate power and authority to execute, deliver and perform this Agreement and
the New Option Agreement and to issue the New Options.

3.2. Authority. The execution, delivery and performance of this Agreement
and the New Option Agreement and the issuance and delivery of the New Options
have been duly and validly authorized by all necessary corporate action.

3.3. Binding Effect. This Agreement has been, and upon execution thereof
in accordance with the terms and provisions hereof the New Option Agreement will
be, duly executed and delivered by Purchaser and constitute the valid and
binding agreements of Purchaser, enforceable against Purchaser in accordance
with their respective terms, subject to applicable bankruptcy, insolvency and
other similar laws affecting the enforceability of creditors' rights generally,
general equitable principles and the discretion of courts in granting equitable
remedies.

3.4. Registration. Purchaser shall, within thirty days following the
Effective Time, cause the shares of Purchaser Common Stock issuable upon
exercise of the New Options to be covered by a Registration Statement on Form S-
8 filed with the Securities and Exchange Commission and to be registered or
exempted from the registration requirements of all applicable state securities
laws, rules and regulations.

Section 4. Representations and Warranties of Option Holder.

Option Holder represents and warrants to Purchaser as follows:

4.1. Authority. Option Holder has full right, power, authority and
capacity to enter into this Agreement and to relinquish all of his rights in
respect of the Old Options and under the Old Option Agreement in accordance with
the terms and provisions hereof.

4.2. Binding Effect. This Agreement has been duly executed and delivered
by Option Holder, and, upon consummation of the transactions contemplated
hereby, Option Holder shall have relinquished all of his rights in respect of
the Old Options and under the Old Option Agreement, and this Agreement
constitutes the valid and binding agreement of Option Holder, enforceable
against Option Holder in accordance with its terms, subject to applicable
bankruptcy, insolvency and other similar laws affecting the enforceability of
creditors' rights generally, general equitable principles and the discretion of
courts in granting equitable remedies.

Section 5. Miscellaneous.

5.1. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to Delaware's
conflict of law rules.
<PAGE>

5.2. Binding Effect. This Agreement shall be binding on and inure to the
benefit of Purchaser, Target and the Option Holders and their respective
successors, assigns, heirs, executors and legal representatives.

5.3. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument. This Agreement shall be
valid, binding and enforceable against each Option Holder who shall have
executed this Agreement.

5.4. Entire Agreement. This Agreement is intended by the parties hereto
to be their complete agreement with respect to the subject matter hereof, and
this Agreement supersedes any prior agreements or understandings (oral or
written) with respect to the subject matter hereof between the parties hereto.

5.5. Specific Performance. The parties hereto each acknowledge that the
rights of each party to performance of the covenants and agreements herein are
special, unique and of extraordinary character, and that, in the event that any
party violates or fails or refuses to perform any covenant or agreement made by
it herein, the non-breaching party may be without an adequate remedy at law.
The parties each agree, therefore, that in the event that either party violates
or fails or refuses to perform any covenant or agreement made by such party
herein, the non-breaching party or parties may, subject to the terms of this
Agreement and in addition to any remedies at law for damages or other relief,
institute and prosecute an action in any court of competent jurisdiction to
enforce specific performance of such covenant or agreement or seek any other
equitable relief.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

EXTENDED STAY AMERICA, INC.

By:.....................................

Title:..................................

STUDIO PLUS HOTELS, INC.

By:.....................................

Title:..................................

OPTION HOLDERS:

.....................................

<PAGE>

EXHIBIT 4.7(a)

EXTENDED STAY AMERICA, INC.
STOCK OPTION AGREEMENT
(covering shares previously granted by Studio Plus Hotels, Inc.)

No. of shares subject to Option: ((Field1))

THIS AGREEMENT dated this ___ day of __________, 1997, between EXTENDED
STAY AMERICA, INC., a Delaware corporation (the "Company"), and ((Field2))
("Participant"), is made pursuant and subject to the provisions of the 1995
Stock Incentive Plan (the "Plan") of Studio Plus Hotels, Inc. ("Studio Plus"), a
copy of which is attached. All terms used herein that are defined in the Plan
have the same meaning given them in the Plan.

1. Grant of Option. Pursuant to the Plan, Studio Plus (which was merged
(the "Merger") with and into ESA Merger Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company ("Merger Sub") pursuant to an Agreement
and Plan of Merger dated as of January 16, 1997 by and among the Company, Merger
Sub, and Studio Plus (the "Merger Agreement")), on ((Field3)) (the "Date of
Grant") granted to Participant, subject to the terms and conditions of the Plan
and subject further to the terms and conditions set forth in a Stock Option
Agreement between Studio Plus and the Participant, the right and option (the
"Studio Plus Option") to purchase from Studio Plus all or any part of an
aggregate of ((Field4)) shares of common stock, par value $.01 per share of
Studio Plus at the option price of ((Field5)) per share, being not less than the
Fair Market Value of such shares on the Date of Grant. The Studio Plus Option
was not intended to be an "incentive stock option" within the meaning of Section
422 of the Code. The Company Option (as defined below) is exercisable as
hereinafter provided and the Company Option is also not intended to be an
incentive stock option within the meaning of Section 422 of the Code.

2. Conversion of Option. Pursuant to the terms of the Option Notice and
Assumption Agreement by and among the Company, Studio Plus, and each of the
participants in the Plan, as of the Effective Time (as defined in the Merger
Agreement), each outstanding Studio Plus Option shall be assumed by the Company
in such manner that each such Studio Plus Option shall be converted (the
"Conversion") into an option (the "Company Option") to purchase shares of common
stock, par value $.01 per share, of the Company ("Company Common Stock"). At
the Effective Time, the Participant's Studio Plus Option will be converted into
a Company Option to purchase ((Field1)) shares of Company Common Stock (the
"Company Shares") at the option price of ((Field6)) (the "Company Option Price")
and such Company Option shall be immediately and fully exercisable, subject to
the terms and conditions herein, for all of the Company Shares at the Company
Option Price.

3. Terms and Conditions. The Company Option is subject to the following
terms and conditions:

(a) Expiration Date. The Company Option shall expire ten years from the
Date of Grant of the Studio Plus Option (the "Expiration Date").
<PAGE>

(b) Exercise of Option. The Company Option shall be exercisable at the
Effective Time with respect to all of the shares of Company Common
Stock subject to this Company Option if Participant is employed by the
Company or an Affiliate on that date. The Company Option shall
continue to be exercisable until the termination of Participant's
rights hereunder pursuant to paragraph 4, 5, or 6 or until the
Expiration Date. A partial exercise of the Company Option shall not
affect Participant's right to exercise this Option with respect to the
remaining shares, subject to the conditions of the Plan and this
Agreement.

(c) Method of Exercising Option and Payment for Shares. The Company
Option shall be exercised by written notice delivered to the attention
of the Company's Secretary at the Company's principal office in Ft.
Lauderdale, Florida. The exercise date shall be (i) in the case of
notice by mail, the date of postmark, or (ii) if delivered in person,
the date of delivery. Such notice shall be accompanied by (i) payment
of the option price in full, in cash or cash equivalent acceptable to
the Company, or by the surrender of shares of Company Common Stock
with an aggregate Fair Market Value (determined as of the day
preceding the exercise date) which, together with any cash or cash
equivalent paid, is not less than the option price for the number of
shares for which the Company Option is being exercised and (ii)
payment of any income and employment tax withholding obligation
resulting from the Option's exercise, in cash or cash equivalent
acceptable to the Company.

(d) Nontransferability. The Company Option may not be transferred, except
by will or by the laws of descent and distribution. During
Participant's lifetime, this Option may be exercised only by
Participant.

4. Exercise in the Event of Death. Participant's estate or such persons
may exercise the Company Option within one year of Participant's death or during
the remainder of the period preceding the Expiration Date, whichever is shorter.

5. Exercise in the Event of Permanent and Total Disability. In the event
Participant becomes permanently and totally disabled within the meaning of
Section 22(e)(3) of the Code ("Permanently and Totally Disabled") before the
Expiration Date, the Participant may exercise the Company Option within one year
of the date he or she ceases to be employed by the Company or an Affiliate as a
result of his or her becoming Permanently and Totally Disabled or during the
period preceding the Expiration Date, whichever is shorter.

2
<PAGE>

7. Employment with Successors. For purposes of this Agreement, employment
with a successor of the Company or an Affiliate shall be deemed employment with
the Company or an Affiliate, respectively.

8. Notice. Any notice or other communication given pursuant to this
Agreement shall be in writing and shall be personally delivered or mailed by
United States registered or certified mail, postage prepaid, return receipt
requested, to the following addresses:

If to the Company: Extended Stay America, Inc.
450 E. Las Olas Boulevard, Suite 1100
Ft. Lauderdale, Florida 33301

If to Participant: ((Field2))
((Field7))

Any such notice shall be deemed to have been given (a) on the date of postmark,
in the case of notice by mail, or (b) on the date of delivery, if delivered in
person.

9. Fractional Shares. Fractional shares shall not be issuable hereunder,
and when any provision hereof may entitle Participant to a fractional share,
such fraction shall be disregarded.

10. No Right to Continued Employment. The Company Option does not confer
upon Participant any right to continue in the employ of the Company or an
Affiliate, nor shall it interfere in any way with the right of the Company or an
Affiliate to terminate such employment at any time.

11. Change in Capital Structure. The terms of the Company Option shall be
adjusted as the Company determines is equitably required in the event the
Company effects one or more stock dividends, stock splits, subdivisions or
consolidations of shares or other similar changes in capitalization.

12. Governing Law. This Agreement shall be governed by the laws of the
State of Delaware.

13. Conflicts. In the event of any conflict between the provisions of the
Plan as in effect on the date hereof (including, without limitation, the
provisions of the Plan dealing with exercisability of options upon a Change in
Control) and the provisions of this Agreement, the provisions of the Plan shall
govern. All references herein to the Plan shall mean the Plan as in effect at
the Effective Time.

14. Participant Bound by Plan. Participant hereby acknowledges receipt of
a copy of the Plan and agrees to be bound by all the terms and provisions
thereof.

3
<PAGE>

15. Binding Effect. Subject to the limitations stated above and in the
Plan, this Agreement shall be binding upon and inure to the benefit of the
legatees, distributees, and personal representatives of Participant and the
successors of the Company.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a
duly authorized officer, and Participant has affixed his or her signature
hereto.

EXTENDED STAY AMERICA, INC.

By:____________________________________

_______________________________________
((Field2)), Participant

<PAGE>

EXHIBIT 4.7(b)

EXTENDED STAY AMERICA, INC.
INCENTIVE STOCK OPTION AGREEMENT
(covering shares previously granted by Studio Plus Hotels, Inc.)

No. of shares subject to Option: ((Field1))

THIS AGREEMENT dated this ___ day of __________, 1997, between EXTENDED
STAY AMERICA, INC., a Delaware corporation (the "Company''), and ((Field2))
("Participant"), is made pursuant and subject to the provisions of the 1995
Stock Incentive Plan (the "Plan") of Studio Plus Hotels, Inc. ("Studio Plus"), a
copy of which is attached. All terms used herein that are defined in the Plan
have the same meaning given them in the Plan.

1. Grant of Option. Pursuant to the Plan, Studio Plus (which was merged
(the "Merger") with and into ESA Merger Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company ("Merger Sub") pursuant to an Agreement
and Plan of Merger dated as of January 16, 1997 by and among the Company, Merger
Sub, and Studio Plus (the "Merger Agreement")), on ((Field3)) (the "Date of
Grant") granted to Participant, subject to the terms and conditions of the Plan
and subject further to the terms and conditions set forth in an Incentive Stock
Option Agreement between Studio Plus and the Participant, the right and option
(the "Studio Plus Option") to purchase from Studio Plus all or any part of an
aggregate of ((Field4)) shares of common stock, par value $.01 per share of
Studio Plus at the option price of ((Field5)) per share, being not less than the
Fair Market Value of such shares on the Date of Grant. The Studio Plus Option
was intended to be an "incentive stock option" within the meaning of Section 422
of the Code. The Company Option (as defined below) is exercisable as hereinafter
provided and the Company Option is also intended to be an incentive stock option
within the meaning of Section 422 of the Code.

2. Conversion of Option. Pursuant to the terms of the Merger Agreement
and the Option Notice and Assumption Agreement by and among the Company, Studio
Plus, and each of the participants in the Plan, as of the Effective Time (as
defined in the Merger Agreement), each outstanding Studio Plus Option shall be
assumed by the Company in such manner that each such Studio Plus Option shall be
converted into an option (the "Company Option") to purchase shares of common
stock, par value $.01 per share, of the Company ("Company Common Stock"). At
the Effective Time, the Participant's Studio Plus Option will be converted into
a Company Option to purchase ((Field1)) shares of Company Common Stock (the
"Company Shares") at the option price of ((Field6)) (the "Company Option Price")
and such Company Option shall be immediately and fully exercisable, subject to
the terms and conditions herein, for all of the Company Shares at the Company
Option Price.

3. Terms and Conditions. The Company Option is subject to the following
terms and conditions:

(a) Expiration Date. The Company Option shall expire ten years from the
Date of Grant of the Studio Plus Option (the "Expiration Date").
<PAGE>

(b) Exercise of Option. The Company Option shall be exercisable at the
Effective Time with respect to all of the shares of Company Common
Stock subject to this Company Option if Participant is employed by
the Company or an Affiliate on that date. The Company Option shall
continue to be exercisable until the termination of Participant's
rights hereunder pursuant to paragraph 4, 5, or 6 or until the
Expiration Date. A partial exercise of the Company Option shall not
affect Participant's right to exercise this Option with respect to the
remaining shares, subject to the conditions of the Plan and this
Agreement.

(c) Method of Exercising Option and Payment for Shares. The Company
Option shall be exercised by written notice delivered to the attention
of the Company's Secretary at the Company's principal office in Ft.
Lauderdale, Florida. The exercise date shall be (i) in the case of
notice by mail, the date of postmark, or (ii) if delivered in person,
the date of delivery. Such notice shall be accompanied by payment of
the option price in full, in cash or cash equivalent acceptable to the
Company, or by the surrender of shares of Company Common Stock with an
aggregate Fair Market Value (determined as of the day preceding the
exercise date) which, together with any cash or cash equivalent paid,
is not less than the option price for the number of shares for which
the Company Option is being exercised.

6. Exercise After Termination of Employment. Upon the termination of
Participant's employment with the Company or an Affiliate (except under
circumstances described in paragraphs 4 and 5), the Participant may exercise the
Company Option within six months following the date of his or her termination of
employment with the Company or an Affiliate or during the remainder of the
period preceding the Expiration Date, whichever is shorter; provided, however,
that if Participant exercises this Option more than three months after
termination of employment (other than under circumstances described in
paragraphs 4 and 5) this Option's intended status as an "incentive stock option"
within the meaning of Code section 422 may be lost.

2
<PAGE>

7. Employment with Successors. For purposes of this Agreement, employment
with a successor of the Company or an Affiliate shall be deemed employment with
the Company or an Affiliate, respectively.

If to the Company: Extended Stay America, Inc.
450 E. Las Olas Boulevard, Suite 1100
Ft. Lauderdale, Florida 33301

If to Participant: ((Field2))
((Field7))

Any such notice shall be deemed to have been given (a) on the date of postmark,
in the case of notice by mail, or (b) on the date of delivery, if delivered in
person.

9. Fractional Shares. Fractional shares shall not be issuable hereunder,
and when any provision hereof may entitle Participant to a fractional share,
such fraction shall be disregarded.

11. Change in Capital Structure. The terms of the Company Option shall be
adjusted as the Company determines is equitably required in the event the
Company effects one or more stock dividends, stock splits, subdivisions, or
consolidations of shares or other similar changes in capitalization.

12. Governing Law. This Agreement shall be governed by the laws of the
State of Delaware.

14. Participant Bound by Plan. Participant hereby acknowledges receipt of
a copy of the Plan and agrees to be bound by all the terms and provisions
thereof.

3
<PAGE>

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a
duly authorized officer, and Participant has affixed his or her signature
hereto.

EXTENDED STAY AMERICA, INC.

BY:____________________________________

_______________________________________
((Field2)), Participant

<PAGE>

EXHIBIT 4.7(c)

EXTENDED STAY AMERICA, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
(covering shares previously granted by Studio Plus Hotels, Inc.)

No. of shares subject to Option: ((Field1))

THIS AGREEMENT dated this ___ day of __________, 1997, between EXTENDED
STAY AMERICA, INC., a Delaware corporation (the "Company"), and ((Field2))
("Participant"), is made pursuant and subject to the provisions of the 1995 Non-
Employee Directors' Stock Incentive Plan (the "Directors' Plan") of Studio Plus
Hotels, Inc. ("Studio Plus"), a copy of which is attached. All terms used
herein that are defined in the Directors' Plan have the same meaning given them
in the Directors' Plan.

1. Grant of Option. Pursuant to the Directors' Plan, Studio Plus (which
was merged (the "Merger") with and into ESA Merger Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company ("Merger Sub") pursuant
to an Agreement and Plan of Merger dated as of January 16, 1997 by and among the
Company, Merger Sub, and Studio Plus (the "Merger Agreement")), on ((Field3))
(the "Date of Grant") granted to Participant, subject to the terms and
conditions of the Directors' Plan and subject further to the terms and
conditions set forth in a Non-Employee Director Stock Option Agreement between
Studio Plus and the Participant, the right and option (the "Studio Plus Option")
to purchase from Studio Plus all or any part of an aggregate of ((Field4))
shares of common stock, par value $.01 per share of Studio Plus at the option
price of ((Field5)) per share, being not less than the Fair Market Value of such
shares on the Date of Grant. The Studio Plus Option was not intended to be an
"incentive stock option" within the meaning of Section 422 of the Code. The
Company Option (as defined below) is exercisable as hereinafter provided and the
Company Option is also not intended to be an incentive stock option within the
meaning of Section 422 of the Code.

3. Terms and Conditions. The Company Option is subject to the following
terms and conditions:
<PAGE>

(a) Expiration Date. The Company Option shall expire ten years from the
Date of Grant of the Studio Plus Option (the "Expiration Date").

(c) Method of Exercising Option and Payment for Shares. The Company
Option shall be exercised by written notice delivered to the attention
of the Company's Secretary at the Company's principal office in Ft.
Lauderdale, Florida. The exercise date shall be (i) in the case of
notice by mail, the date of postmark, or (ii) if delivered in person,
the date of delivery. Such notice shall be accompanied by payment of
the option price in full, in cash or cash equivalent acceptable to the
Company, or by the surrender of shares of Company Common Stock with an
aggregate Fair Market Value (determined as of the day preceding the
exercise date) which, together with any cash or cash equivalent paid,
is not less than the option price for the number of shares for which
the Company Option is being exercised.

4. Exercise in the Event of Death. Participant's estate or such persons
may exercise the Company Option during the remainder of the period preceding the
Expiration Date or, if longer, within one year of Participant's death.

5. Exercise in the Event of Disability. In the event Participant ceases to
be a member of the Board as a result of a Disability, the Participant may
exercise the Company Option during the period preceding the Expiration Date or,
if longer, within one year of the date he ceases to be a member of the Board as
a result of his Disability.

6. Exercise After Termination of Board Membership. If Participant ceases
to be a member of the Board for any reason other than his death or Disability,
the Participant may exercise the Company Option within one year following the
last date of his Board membership or during the remainder of the period
preceding the Expiration Date.

7. Board Membership with Successors. For purposes of this Agreement,
membership on the Board of Directors of a successor of the Company shall be
deemed membership on the Board.

2
<PAGE>

If to the Company: Extended Stay America, Inc.
450 E. Las Olas Boulevard, Suite 1100
Ft. Lauderdale, Florida 33301

If to Participant: ((Field2))
((Field7))

Any such notice shall be deemed to have been given (a) on the date of postmark,
in the case of notice by mail, or (b) on the date of delivery, if delivered in
person.

9. Fractional Shares. Fractional shares shall not be issuable hereunder,
and when any provision hereof may entitle Participant to a fractional share,
such fraction shall be disregarded.

10. No Right to Board Membership. The Company Option does not confer upon
Participant any right to continue as a member of the Board.

12. Governing Law. This Agreement shall be governed by the laws of the
State of Delaware.

13. Conflicts. In the event of any conflict between the provisions of the
Directors' Plan as in effect on the date hereof (including, without limitation,
the provisions of the Directors' Plan dealing with exercisability of options
upon a Change in Control) and the provisions of this Agreement, the provisions
of the Directors' Plan shall govern. All references herein to the Directors
Plan shall mean the Directors' Plan as in effect at the Effective Time.

14. Participant Bound by Directors' Plan. Participant hereby acknowledges
receipt of a copy of the Directors' Plan and agrees to be bound by all the terms
and provisions thereof.

15. Binding Effect. Subject to the limitations stated above and in the
Directors' Plan, this Agreement shall be binding upon and inure to the benefit
of the legatees, distributees, and personal representatives of Participant and
the successors of the Company.

3
<PAGE>

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a
duly authorized officer, and Participant has affixed his signature hereto.

EXTENDED STAY AMERICA, INC.

By:____________________________________

_______________________________________
((Field2))

<PAGE>

EXHIBIT 5.1

[LETTERHEAD OF BELL, BOYD & LLOYD]

April 18, 1997

Extended Stay America, Inc.
450 East Las Olas Boulevard
Suite 1100
Ft. Lauderdale, Florida 33301

Extended Stay America, Inc.
Studio Plus Hotels, Inc. 1995 Stock Incentive Plan,
Studio Plus Hotels, Inc. 1995 Non-Employee Directors' Stock Incentive Plan,
Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Extended Stay America, Inc., a Delaware
corporation (the "Company"), in connection with the preparation, execution, and
filing of the registration statement on Form S-8 of the Company (the
"Registration Statement"), which covers 1,316,252 shares (the "Shares") of
common stock, par value $.01 per share (the "Common Stock"), of the Company
offered under the Studio Plus Hotels, Inc. 1995 Stock Incentive Plan and the
Studio Plus Hotels, Inc. 1995 Non-Employee Directors' Stock Incentive Plan
(collectively, the "Plans"). We have examined originals, or copies certified or
otherwise identified to our satisfaction, of the Plans and such other documents,
corporate and other records, certificates, and other papers as we deemed it
necessary to examine for the purposes of this opinion.

Based upon the foregoing, we are of the opinion that:

1. The Company is a corporation duly organized and legally existing under
the laws of the State of Delaware.

2. The Company has taken all action necessary to authorize (i) the
assumption by the Company of the Plans, (ii) the assumption by the
Company of options granted pursuant to the Plans, and (iii) the
issuance of shares of its Common Stock in accordance with the Plans
and upon the exercise of options granted pursuant to the Plans.

3. The Shares, when issued and paid for in accordance with the Plans and
upon the exercise of options granted pursuant to the Plans will, upon
such issuance, constitute legally issued, fully paid, and
nonassessable shares of Common Stock.

We hereby consent to the filing of this Opinion Letter as an exhibit to the
Registration Statement for the registration of the Shares under the Securities
Act of 1933, as amended. In
<PAGE>

Extended Stay America, Inc.
April 18, 1997
Page 2

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, as
amended.

Very truly yours,

/s/ Bell, Boyd & Lloyd

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference is this Registration Statement of
Extended Stay America, Inc. on Form S-8 of our report dated February 6, 1997, on
our audits of the consolidated financial statements of Extended Stay America,
Inc. as of December 31, 1996 and 1995, and for the year ended December 31, 1996
and for the period from January 9, 1995 (inception) through December 31, 1995,
which report and financial statements are incorporated by reference to the
Company's 1996 Annual Report on Form 10-K.

Coopers & Lybrand L.L.P.

Spartanburg, South Carolina
April 17, 1997