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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________
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): September 16, 1997
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Choice Hotels International, Inc.
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(Exact Name of Registrant as
Specified in Charter)
Delaware 52-1985619
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(State or Other (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
10750 Columbia Pike
Silver Spring, Maryland 20901
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(Address of Principal
Executive Offices)
(301) 979-5000
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(Registrant's telephone
number, including area code)
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ITEM 5. Other Events
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Choice Hotels International, Inc. ("Choice") announced on September
16, 1997 that, at its Annual Meeting of Stockholders held on such date, Choice
stockholders approved the separation of its franchising business from its hotel
real estate business via a spin-off of its wholly owned subsidiary, Choice
Hotels Franchising, Inc. ("Franchising"). The Choice Board has set October 15,
1997 as the date on which Choice stockholders of record at the close of business
on October 7, 1997 (the Record Date) will receive a pro rata distribution of
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Franchising common stock. The Franchising spin-off remains subject to the
satisfaction or waiver prior to the Record Date of certain conditions. At the
time of the Franchising spin-off, Franchising will assume the name "Choice
Hotels International, Inc." and Franchising common stock is expected to trade on
the New York Stock Exchange under the ticker symbol "CHH." At such time,
Choice will assume the name "Sunburst Hospitality Corporation" and Sunburst
common stock is expected to trade on the New York Stock Exchange under the
ticker symbol "SNB".
Choice also announced that its stockholders approved a one-for-three
reverse stock split of Choice's common stock which will be effected immediately
following the Franchising spin-off. As a result, the outstanding shares of
Sunburst (formerly, Choice) common stock will be reduced from approximately 60
million shares to approximately 20 million shares. The reverse stock split will
not affect Franchising which is expected to have approximately 60 million shares
outstanding upon consummation of the Franchising spin-off.
The press release issued by Choice and filed as Exhibit 99.1 hereto is
incorporated herein by reference.
Additionally, Franchising's Registration Statement on Form 10 under
the Securities Exchange Act of 1934, covering Franchising common stock was
declared effective by the Securities and Exchange Commission on September 26,
1997.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
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99.1 Press Release dated September 16, 1997.
ITEM 8. Change in Fiscal Year
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On September 16, 1997, the Choice Board of Directors determined to
change Choice's fiscal year-end from May 31 to December 31, effective December
31, 1997. Choice intends to file a Transition Report on Form 10-K for the seven
month transition period ended December 31, 1997.
Additionally, on September 16, 1997, the Franchising Board of
Directors determined to change Franchising's fiscal year-end from May 31 to
December 31, 1997. Franchising intends to file a Transition Report on Form 10-K
for the seven month transition period ended December 31, 1997.
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SIGNATURES
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.
Choice Hotels International, Inc.
By: /s/ James A. MacCutcheon
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James A. MacCutcheon
Executive Vice President,
Chief Financial Officer
and Treasurer
Date: October 1, 1997
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FOR IMMEDIATE RELEASE
Contact: James A. MacCutcheon
Executive Vice President
CFO & Treasurer
(301) 979-5001
A.B. Albritton
Vice President,
Corporate Relations
(301) 979-5032
CHOICE HOTELS SHAREHOLDERS APPROVE SEPARATION OF
FRANCHISING AND REAL ESTATE BUSINESSES
Company Receives IRS Ruling That Spin-Off is Tax-Free to Shareholders
Real Estate Company Called Sunburst Hospitality Corporation;
Board of Directors Named
SILVER SPRING, MD. (SEPT. 16, 1997)--Choice Hotels International, Inc.
(NYSE:CHH) today announced that its Board of Directors and shareholders have
approved the previously announced separation of its franchising business from
its hotel real estate business through a tax-free spin-off of the franchising
business to Company shareholders.
The Board set Oct. 15, 1997, as the date of the distribution. On that
date, Choice Hotels shareholders of record at the close of business on Oct.7,
1997, will receive one share of stock in Choice Hotels Franchising, Inc., the
new franchising company, for every share of Choice Hotels common stock. At the
time of the distribution, the franchising company will adopt the name Choice
Hotels International, Inc. as well as the NYSE symbol "CHH," and the Company
will change its name to Sunburst Hospitality Corporation and will continue to be
listed on the NYSE under the new symbol "SNB." The Company has received a
ruling from the Internal Revenue Service that the spin-off will be tax-free to
shareholders. However, the spin-
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off remains subject to certain conditions which must be satisfied prior to the
Oct. 7 record date.
After completion of the spin-off, Choice Hotels International will remain
the world's second-largest franchisor with 4,164 hotels open or under
development, representing 355,127 rooms in 33 countries and marketed under the
Comfort, Quality, Econo Lodge, Sleep Inn, Clarion, Rodeway Inn and MainStay
Suites brands. In fiscal 1997, total Choice system sales were in excess of $2.7
billion and its reported revenues were approximately $430 million.
Sunburst Hospitality will be Choice's largest franchisee. Choice's real
estate unit, which in 1992 had a portfolio of 12 hotels, currently owns and
operates a portfolio of 72 domestic hotels and another 20 hotels currently under
construction or in development. All of Sunburst's hotels are flagged with
Choice brands and operate in one of the three principal segments of the lodging
industry: all suite, full service and limited service. On a pro forma basis,
Sunburst generated approximately $168 million in revenues in fiscal 1997.
Sunburst will focus on optimizing the operation performance of its existing
portfolio, capitalizing on expected growth of the mid-price, extended stay all-
suite segment with MainStay Suites, developing other consumer-focused products
such as Sleep Inns, and pursuing opportunistic acquisitions of existing hotels.
Choice Chairman Stewart Bainum, Jr., said, "The purpose of the spin-off is
to create two focused companies, one in franchising and one in real estate,
thereby unlocking the value in both for the near and long term. Both Choice and
Sunburst, under the leadership of Bill Floyd and Don Landry respectively, are
well positioned for growth and profitability in the years ahead."
SUNBURST ONE-FOR-THREE REVERSE STOCK SPLIT
The Board and shareholders also approved a one-for-three reverse stock
split of Sunburst to be effected immediately following the Oct. 15, 1997,
distribution. In the reverse stock split, each three shares of Company common
stock will be exchanged for one share of Sunburst
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common stock.
As a result, the outstanding shares of Sunburst will be reduced from
approximately 60 million to approximately 20 million. The reverse stock split
will not affect the new Choice Hotels, which is expected to have approximately
60 million shares outstanding upon the spin-off.
SUNBURST/CHOICE BOARDS NAMED
The Company also announced that upon the spin-off, the Sunburst Board will
include Stewart Bainum, Jr., Chairman and CEO of Manor Care; Stewart Bainum,
Vice Chairman of Manor Care; Frederic V. Malek, Chairman of Thayer Capital
Partners; Paul A. Gould, Managing Director of Allen & Company Incorporated;
Donald J. Landry, proposed CEO of Sunburst; and Carole Y. Prest, Vice President,
Corporate Strategic Planning of Manor Care.
Bainum, Jr., Bainum and Malek will also serve on the Board of the new
Choice Hotels along with James H. Rempe, Senior Vice President and General
Counsel of Manor Care. The following current members of the Company's Board
will resign and join the new Choice Hotels board: William R. Floyd, CEO of
Choice Hotels; Barbara Bainum, President of Commonweal Foundation; Jerry
Robertson, retired Executive Vice President, 3M Life Science Sector and
Corporate Services; Robert C. Hazard, Jr., Chairman of Creative Hotels, LLC; and
Gerald W. Petitt, President and CEO of Creative Hotels Associates, LLC.
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