SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
JANUS HOTELS AND RESORTS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:_______________________________________________
(2) Form, Schedule or Registration Statement No.:_________________________
(3) Filing Party:_________________________________________________________
(4) Date Filed:___________________________________________________________
<PAGE>
JANUS HOTELS AND RESORTS, INC.
2300 CORPORATE BLVD. N.W., SUITE 232
BOCA RATON, FLORIDA 33431-8596
TELEPHONE (561) 994-4800, FACSIMILE (561) 997-5331
May 26, 2000
To Our Stockholders:
On behalf of the Board of Directors of Janus Hotels and Resorts, Inc. (the
"Company"), I cordially invite you to attend the 2000 Annual Meeting of
Stockholders (the "Annual Meeting"). The Annual Meeting will be held at 11:00
a.m. Eastern Daylight Time on June 28, 2000, at the offices of Gibbons, Del Deo,
Dolan, Griffinger & Vecchione, One Riverfront Plaza, Newark, New Jersey 07102.
The formal notice of the Annual Meeting appears on the next page. During the
Annual Meeting, stockholders who are present will have the opportunity to meet
and ask questions of our senior management team.
We believe that type of interaction between stockholders and management is
important and hope that you will be able to attend the Annual Meeting.
Whether or not you are able to attend the Annual Meeting, it is important
that your views be represented. To be sure that happens, please sign and date
the enclosed proxy card and return it in the envelope provided. If you plan to
attend the Annual Meeting, please check the appropriate box on the proxy card.
Sincerely,
/s/ Louis S. Beck
Louis S. Beck
Chairman of the Board of Directors
<PAGE>
JANUS HOTELS AND RESORTS, INC.
2300 Corporate Blvd., N.W. Suite 232
Boca Raton, Florida 33431-8596
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 28, 2000
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To Our Stockholders:
The 2000 Annual Meeting of the Stockholders of Janus Hotels and Resorts,
Inc. (the "Company") will be held at the offices of Gibbons, Del Deo, Dolan,
Griffinger & Vecchione, One Riverfront Plaza, Newark, New Jersey 07102, on June
28, 2000 at 11:00 a.m. Eastern Daylight Time for the following purposes:
(1) To elect four (4) Class A directors;
(2) To ratify the selection of Grant Thornton LLP as the Company's
independent auditors for the fiscal year ending December 31, 2000;
and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May 26, 2000, as
the record date for determining the stockholders entitled to notice of and to
vote at the meeting and any adjournment thereof.
Your attention is directed to the accompanying Proxy Statement for the
text of the resolutions to be proposed at the meeting and further information
regarding each proposal to be made.
STOCKHOLDERS UNABLE TO ATTEND THE MEETING IN PERSON ARE ASKED TO COMPLETE, SIGN
AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY BY MAIL IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE.
By Order of the Board of Directors
LAWRENCE A. GOLDMAN
Secretary
May 26, 2000
Boca Raton, Florida
<PAGE>
JANUS HOTELS AND RESORTS, INC.
2300 Corporate Blvd., N.W. Suite 232
Boca Raton, Florida 33431-8596
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PROXY STATEMENT
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This Proxy Statement is furnished by the Board of Directors (the "Board of
Directors") of Janus Hotels and Resorts, Inc., a Delaware corporation (the
"Company" or "Janus"), in connection with the solicitation of proxies to be used
at the Annual Meeting of Stockholders (the "Meeting") to be held at the offices
of Gibbons, Del Deo, Dolan, Griffinger & Vecchione, One Riverfront Plaza,
Newark, New Jersey 07102, on June 28, 2000 at 11:00 a.m. Eastern Daylight Time,
and at any adjournment thereof. This Proxy Statement and the accompanying Annual
Report, are being mailed to stockholders on or about May 29, 2000. The principal
executive offices of the Company are located at 2300 Corporate Blvd., N.W.,
Suite 232, Boca Raton, Florida 33431-8596.
Only stockholders of record at the close of business on the record date,
May 26, 2000, will be entitled to vote at the Meeting and at all adjournments
thereof.
On May 26, 2000, there were issued and outstanding 8,671,092 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"). Each
share of Common Stock is entitled to one vote on each matter to be voted upon.
On May 26, 2000 there were issued and outstanding 16,788.08 shares of the
Company's preferred stock, Series B, par value $.01 per share (the "Preferred
Stock"). The holders of Preferred Stock do not have the right to vote on any
matter being considered at the Meeting. A majority of the shares of Common Stock
entitled to vote at the Meeting will constitute a quorum for the transaction of
business. There are no cumulative voting rights.
GENERAL INFORMATION
Voting of Proxies
If a proxy is properly signed by a stockholder and is not revoked, the
shares represented thereby will be voted at the Meeting in the manner specified
on the proxy, or if no manner is specified with respect to any matter therein,
such shares will be voted by the persons designated therein (a) "FOR" the
election of each of Messrs. C. Scott Bartlett, Jr., Louis S. Beck, Richard P.
Lerner and Ms. Lucille Hart-Brown as Class A directors of the Company with a
term expiring in 2003; (b) "FOR" the ratification of the selection of Grant
Thornton LLP as the Company's independent auditors for the fiscal year ending
December 31, 2000; and (c) in connection with the transaction of such other
business as may properly be brought before the meeting, in accordance with the
judgment of the person or persons voting the proxy. If any of the nominees for
director is unable to serve or for good cause will not serve, an event that is
not anticipated by the Company, the shares represented by the accompanying proxy
will be voted for a substitute nominee designated by the Board of Directors.
Votes will not be considered cast, however, if the shares are not voted
for any reason, including an abstention indicated as such on a written proxy or
ballot, if directions are given in a written proxy to withhold votes or if the
votes are withheld by a broker.
<PAGE>
The proxy may be revoked by the stockholder at any time prior to the
voting thereof by giving notice of revocation in writing to the Secretary of the
Company, by duly executing and delivering to the Secretary of the Company a
proxy bearing a later date or by voting in person at the Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the capital stock of the Company as of May 20, 2000 for
(i) each person who is known by the Company to beneficially own more than 5% of
any class of capital stock; (ii) each named executive officer listed in the
Summary Compensation Table below; (iii) each director of the Company; and (iv)
all directors and executive officers of the Company as a group. Except as
otherwise indicated, each listed person has sole voting power and investment
power over the respective shares owned.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Amount and Nature Amount and Nature Percent of
of Beneficial of Beneficial Percent of Class of
Name and Address of Ownership of Ownership of Class of Preferred
Beneficial Owner(1) Common Stock Preferred Stock Common Stock Stock
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Louis S. Beck(2) 2,927,499 12,866.06 33.8% 77%
- ----------------------------------------------------------------------------------------------------------
Harry G. Yeaggy(3) 1,182,500 5,022.02 13.6% 30%
- ----------------------------------------------------------------------------------------------------------
Vincent W. Hatala, Jr -- -- -- --
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Arthur Lubell -- -- -- --
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Richard P. Lerner -- -- -- --
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C. Scott Bartlett, Jr 5,000 -- * --
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Lucille Hart-Brown -- -- -- --
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Richard A. Tonges -- -- -- --
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Michael M. Nanosky -- -- -- --
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Paul Tipps 2,000 -- * --
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The United States Lines, Inc. and
United States Lines (S.A.), Inc.
Reorganization Trust, John Paulyson,
Trustee (4)
184-186 North Avenue East
Cranford, New Jersey 07016 816,944 -- 9.4% --
- ----------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
Beck Hospitality Inc. III (5)
8534 E. Kemper Road
Cincinnati, Ohio 45249 310,000 1,100 3.6% 7%
- ----------------------------------------------------------------------------------------------------------
Daewoo Corporation (6)
c/o Lubell & Koven
350 Fifth Avenue
New York, New York 10118 623,911 -- 7.2% --
- ----------------------------------------------------------------------------------------------------------
All directors and executive officers
as a group (10 persons) 3,806,999 16,788.08 43.9% 100%
- ----------------------------------------------------------------------------------------------------------
</TABLE>
* Represents less than 1%.
- ------------
(1) Unless otherwise noted, the address of each of the listed persons is
c/o the Company, 2300 Corporate Boulevard, N.W., Suite 232, Boca Raton, Florida
33431-8596.
(2) Includes (i) 2,617,499 shares of Common Stock and 10,938.06 shares of
Preferred Stock held by Elbe Financial Group, LLC ("Elbe") and (ii) 310,000
shares of Common Stock and 1,100 shares of Preferred Stock held by Beck
Hospitality Inc. III. Mr. Beck controls Elbe and is its sole beneficial owner.
Mr. Beck is an officer, director and controlling shareholder of Beck Hospitality
Inc. III. He has sole voting power over 2,617,499 shares of Common Stock and
shared voting power over 310,000 shares of Common Stock.
(3) Includes 310,000 shares of Common Stock and 1,100 shares of Preferred
Stock held by Beck Hospitality Inc. III. Mr. Yeaggy is an officer, director and
shareholder of Beck Hospitality Inc. III. Mr. Yeaggy has sole voting power over
872,500 shares of Common Stock and shared voting power over 310,000 shares of
Common Stock.
(4) The Reorganization Trust is the record owner of 816,944 shares of
Common Stock for the benefit of former unsecured creditors of United States
Lines, Inc. (U.S. Lines) whose claims have not been resolved. In accordance with
an order of the United States Bankruptcy Court for the Southern District of New
York (In re United States Lines, Inc., Case No. 86B 12240), the Trustee of the
Reorganization Trust votes such shares, on each proposal before shareholders, in
the same proportion "for" or "against" (or "withhold" in the case of director
elections) such proposal as shareholders (other than the Trust) who actually
vote in person or by proxy, but disregarding for this purpose (i) shareholders
who do not vote or who vote "abstain" and (ii) shares of Common Stock issued
after March 16, 1997. The 3,799,999 shares held by Messrs. Beck, Yeaggy or their
affiliates are shares issued after March 16, 1997.
(5) Messrs. Beck and Yeaggy own 75% and 25%, respectively, of the stock of
Beck Hospitality Inc. III and are officers and directors of that corporation.
Beck Hospitality Inc. III has sole voting and investment power over 310,000
shares of Common Stock. Messrs. Beck and Yeaggy have reported they share voting
and investment power over these shares.
(6) Daewoo Corporation, a public corporation of South Korea with
headquarters in Seoul, was the largest unsecured creditor in the U.S. Lines
bankruptcy and, accordingly, the recipient of the greatest number of shares
through the Reorganization Trust.
PROPOSAL 1--ELECTION OF DIRECTORS
The Board of Directors manages the business of the Company. The Company's
Restated Certificate of Incorporation contains a provision that divides the
Board of Directors into three classes known as Class A, Class B and Class C,
with each class of directors serving a staggered term of three years. Each class
of directors must consist, as nearly as possible, of one-third of the authorized
number
3
<PAGE>
of directors. The authorized number of directors is determined from time to time
by a vote of a majority of the directors then in office.
At a meeting of the Board of Directors on April 28, 2000, the authorized
number of directors was increased from ten (10) to eleven (11). Four (4)
individuals, all currently allocated to Class A, are standing for election as
directors at the Meeting to serve for a term to expire at the Annual Meeting in
2003 or until their successors are elected and qualified.
Each of Messrs. Bartlett, Beck and Lerner and Ms. Hart-Brown have agreed
to stand for re-election as Class A Directors. Each such individual is at
present available for election.
The affirmative vote of the holders of a plurality of the shares of the
Company's Common Stock voted in person or by proxy at the Meeting is required
for the election of each director.
The Board of Directors recommends a vote "FOR" all nominees.
DIRECTORS AND EXECUTIVE OFFICERS
Directors, Executive Officers, Promoters and Control Persons
The directors (including current class designation), and executive
officers of the Company are as follows:
<TABLE>
<CAPTION>
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Name Age Position Held Position Since
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
C. Scott Bartlett, Jr. 67 Director (Class A) 1996
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Chairman of the Board and
Chief Executive Officer
Louis S. Beck 54 (Class A) 1997
----------------------------------------------------------------------------------------------------------
Lucille Hart-Brown 51 Director (Class A) 1996
----------------------------------------------------------------------------------------------------------
Vincent W. Hatala, Jr. 69 Director (Class B) 1990
----------------------------------------------------------------------------------------------------------
Richard P. Lerner 61 Director (Class A) 1996
----------------------------------------------------------------------------------------------------------
Arthur Lubell 86 Director (Class B) 1990
----------------------------------------------------------------------------------------------------------
Director and President of
Michael M. Nanosky 41 Hotel Operations (Class C) 1997
----------------------------------------------------------------------------------------------------------
Paul Tipps 63 Director (Class B) 1997
----------------------------------------------------------------------------------------------------------
Treasurer and Vice President
Richard A. Tonges 44 of Finance 1997
----------------------------------------------------------------------------------------------------------
Vice Chairman of the Board
Harry Yeaggy 54 (Class C) 1997
----------------------------------------------------------------------------------------------------------
</TABLE>
There are currently two vacancies on the Board of Directors, one created
by the increase in the authorized number of directors and one created by the
resignation of James E. Bishop, effective April 30, 2000. It is expected that
the two vacancies will be filled by a vote of the directors at the annual
meeting of the Board of Directors following the Meeting. One individual will be
appointed as a Class C director to fill the remainder of Mr. Bishop's term
ending in 2002, and one individual will be appointed as a Class B director for a
term expiring in 2001.
4
<PAGE>
During 1999, the Board of Directors of the Company held four meetings. No
director of the Company attended less than 75% of the meetings held during the
year.
All directors of the Company hold office until their respective successors
are elected and qualified, or until their death, resignation or removal.
Officers serve at the discretion of the Board of Directors.
There are no family relationships between any directors or executive
officers of the Company.
Directors Standing for Reelection
C. Scott Bartlett, Jr.
Mr. Bartlett has been a Director of the Company since August 1996. Mr.
Bartlett has served as an independent financial consultant advising financial
institutions in matters involving credit policy, loan approvals and loan
workouts since 1990. Mr. Bartlett served as Senior Vice President and Chief
Credit Officer of MTB Bank from 1992 until 1994 and currently serves as a member
of the Board of Directors of CBC Bank (OTC: CTCB (Audit Committee, Board Credit
Committee)), which acquired MTB Bank, with expanded Board duties pursuant to
which he is paid on a per diem basis, in addition to compensation received as a
member of such Board. Mr. Bartlett served as Executive Vice President, Senior
Lending Officer and Chairman, Credit Policy Committee for National Westminster
Bank USA from 1973 until 1990. Mr. Bartlett presently serves as a director of
the following corporations: NVR, Inc., AMEX: NVR (Audit Committee, Nominating
Committee); MTB Bank (Audit Committee); Allstate Financial Corporation, OTC:
ASFN (Chairman of Audit Committee); and Abraxas Petroleum Corporation, OTC: AXAS
(Audit Committee).
Louis S. Beck
Mr. Beck has been a Director and Chairman of the Board of the Company
since the Company's acquisition, by way of merger, of Beck Group Management
Corp. on April 24, 1997. He is also the Company's Chief Executive Officer. He
has been a principal stockholder and Chief Executive Officer of Beck Hospitality
Inc. III and predecessor companies engaged in the hotel management business
since 1972. He has also been a principal stockholder and Chairman of the Board
of Union Savings Bank in Cincinnati, Ohio since 1986. Union Savings Bank is a
wholly-owned subsidiary of U.S. Bancorp, a savings and loan holding company of
which Mr. Beck is a director and President. In addition, since 1992 he has
served as Chairman of the Board of Guardian Savings Bank in Cincinnati, Ohio and
serves as a director and President of its holding company, Guardian Bancorp,
Inc.
Richard P. Lerner
Mr. Lerner has been a Director of the Company since August 1996. Mr.
Lerner has been a partner with the law firm of Lambos & Junge, New York since
1996, and is currently managing partner. Mr. Lerner was a partner with the law
firm of Lambos & Giardino, New York from 1978 to 1996. Mr. Lerner was a member
of the U.S. Lines Creditors' Committee from inception in 1986 until conclusion
of the U.S. Lines bankruptcy in 1990.
5
<PAGE>
Lucille Hart-Brown
Ms. Hart-Brown has been a Director since August 1996. Ms. Hart-Brown has
served as President of Benefit Services, Inc. since June 1996. Ms. Hart-Brown
served as Administrator of Marine Engineers' Beneficial Association from 1982
until 1996. Ms. Hart-Brown was a member of the U.S. Lines Creditors' Committee
from inception in 1986 until conclusion of the U.S. Lines bankruptcy proceeding
in 1990.
Directors Continuing in Office
Class B Directors. The following Class B Directors were elected at the Company's
1998 annual meeting for terms ending in 2001:
Arthur Lubell
Mr. Lubell was designated a creditor representative member of the Board of
Directors pursuant to the Plan of Reorganization in the U.S. Lines bankruptcy in
May 1990 and served as Treasurer of the Company from May 15, 1995 until April
24, 1997. Mr. Lubell has been a member of the law firm Lubell & Koven, New York
City, since 1960, and is counsel to Daewoo International (America) Corp., a
subsidiary of Daewoo Corporation, a former major unsecured creditor of U.S.
Lines and a current stockholder of the Company.
Paul Tipps
Mr. Tipps has been a Director of the Company since April 24, 1997. Mr.
Tipps is the co-founder of State Street Consultants, a government affairs
consulting firm, organized in 1983. Since January 1997 he has been a director of
the Federal Home Loan Bank - Cincinnati and was elected Chairman in 2000. Mr.
Tipps is a member of the Board of Directors of the John Glenn Institute for
Public Service and Public Policy of The Ohio State University.
Vincent W. Hatala, Jr.
Mr. Hatala was designated a creditor representative member of the Board of
Directors pursuant to the Plan of Reorganization in the U.S. Lines bankruptcy in
May 1990 and served as President of the Company from May 15, 1995 until August
28, 1996, and Chairman from May 15, 1995 until April 24, 1997. Mr. Hatala
operated an independent financial consulting business from 1971 until his
retirement from that business in 1990. He was a member of the U.S. Lines
Creditors' Committee from its inception until the conclusion of the U.S. Lines
bankruptcy proceeding in 1990 and served as a co-trustee of the Reorganization
Trust from 1990 to 1993.
Class C Directors. The following Class C Directors were elected at the Company's
1999 annual meeting for terms ending in 2002:
Michael M. Nanosky
Mr. Nanosky has been a Director and President of Hotel Operations of the
Company since the Company's acquisition, by way of merger, of Beck Group
Management Corp. on April 24, 1997. From
6
<PAGE>
March 1990 until he joined the Company, Mr. Nanosky was President of Beck Group
Management Corp., a company engaged in the hotel management business.
Harry G. Yeaggy
Mr. Yeaggy has been a Director and Vice Chairman of the Company since the
Company's acquisition, by way of merger, of Beck Group Management Corp. on April
24, 1997. He has been a principal stockholder and chief operating officer of
Beck Hospitality Inc. III and predecessor companies engaged in the hotel
management business since 1986. He has also been a director and President of
Union Savings Bank in Cincinnati, Ohio since 1986. Union Savings Bank is a
wholly-owned subsidiary of U.S. Bancorp., a savings and loan holding company of
which Mr. Yeaggy is a director and Vice President and Secretary.
Other Position:
Richard A. Tonges
Mr. Tonges has been Vice President-Finance and Treasurer of the Company
since the Company's acquisition, by way of merger, of Beck Group Management
Corp. on April 24, 1997. Prior to joining the Company, Mr. Tonges was Chief
Financial Officer of Beck Group Management Corp. since September 1978. Mr.
Tonges is a certified public accountant.
Committees of the Board of Directors
The Board of Directors of the Company has appointed three committees: the
Audit Committee, the Compensation Committee and the Operating Committee.
Audit Committee. The Audit Committee periodically reviews the Company's auditing
practices and procedures and makes recommendations to management or to the Board
of Directors as to any changes to such practices and procedures deemed necessary
from time to time to comply with applicable auditing rules, regulations and
practices, and recommends independent auditors for the Company.
Members: Paul Tipps (Chairman), C. Scott Bartlett, Jr. and Richard P. Lerner
Compensation Committee. The Compensation Committee meets periodically to make
recommendations to the Board of Directors concerning the compensation and
benefits payable to the Company's executive officers and other senior
executives.
Members: Lucille Hart-Brown (Chairman), Richard P. Lerner, Arthur Lubell and
Paul Tipps
Operating Committee. The Operating Committee advises and makes recommendations
to the full Board of Directors with respect to matters of policy relating to the
general conduct of the business of the Company.
Members: Louis S. Beck (Chairman), C. Scott Bartlett, Jr. and Lucille Hart-Brown
During the year ended December 31, 1999, the Compensation Committee met
one time and the Audit Committee met five times, four of which were by way of
telephone conference. The Operating Committee did not meet.
7
<PAGE>
Staggered Board of Directors
The Company's Restated Certificate of Incorporation, as amended, provides
for a staggered Board of Directors having three classes: Class A, Class B and
Class C. The number of directors in each class shall consist, as nearly as may
be possible, of one-third of the authorized number of directors. The authorized
number of directors shall be determined from time to time by a majority of the
directors in office.
A classified Board of Directors may have the effect of making it more
difficult to remove incumbent directors, providing such directors with enhanced
ability to retain their positions. A classified Board of Directors may also make
the acquisition of control of the Company by a third party by means of a proxy
contest more difficult. In addition, the classification may make it more
difficult to change the majority of directors for business reasons unrelated to
a change of control.
The Certificate provides that the above provisions regarding
classification of the Board of Directors may not be amended, altered, changed or
repealed except by the affirmative vote of at least 66-2/3% of the shares of
Common Stock entitled to vote at a meeting of the stockholders called for the
consideration of such amendment, alteration, change or repeal, unless such
proposal shall have been proposed by a majority of the Board of Directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors, and persons who own more than
10% of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Based on a review of the copies of reports furnished to the Company, the Company
believes that during the year ended December 31, 1999 all filing requirements
applicable to its officers, directors and 10% beneficial owners were met.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Director Compensation
The Company's non-employee directors receive an annual retainer of $15,000
and $1,000 per meeting of the Board of Directors attended . In addition, if a
non-employee director retires from service on the Board of Directors, either
during a term or by not standing for re-election, such director is entitled to a
retirement payment of $40,000 plus $5,000 for each year remaining in his or her
term. No more than two directors are entitled to this retirement benefit in any
calendar year without the approval of the full Board of Directors.
8
<PAGE>
Executive Compensation
The following table sets forth the compensation paid or accrued by the
Company for services rendered in all capacities for executive officers of the
Company who received compensation in excess of $100,000 during the period
January 1, 1999 to December 31, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
----------------------------------------------------------------------------------------
Awards Payouts
----------------------------------------------------------------------------------------
Securities
Name and Principal Other Annual Underlying All
Position Year Salary Bonus(1) Compensation(2) Options/SARs Other Compensation(3)
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Louis S. Beck, Chairman 1999 $275,000 -- -- -- $1,722
and Chief Executive 1998 $275,000 -- -- -- $6,100
Officer 1997 $183,333 -- -- -- $4,561
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
1999 $215,000 $ -- -- -- --
James E. Bishop,(4) 1998 $205,436 $35,000 -- -- --
President 1997 $206,173(5) $35,000 $28,705(6) 100,000 --
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
Michael M. Nanosky, 1999 $176,250 $30,000 -- -- $1,490
President of Hotel 1998 $175,000 $25,000 -- -- $2,337
Operations 1997 $54,000 $60,000 -- -- $1,660
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
1999 $175,000 -- -- -- $2,924
Harry G. Yeaggy, Vice 1998 $175,000 -- -- -- $4,236
Chairman 1997 $116,667 -- -- -- $3,068
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
Richard A. Tonges, 1999 $125,416 $25,000 -- -- $1,438
Treasurer and Vice 1998 $92,605(7) $25,000 -- -- $2,633
President of Finance 1997 $40,875(7) -- -- -- $2,097
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
- -------------
(1) The bonuses shown for Mr. Bishop in 1997 and 1998 were awarded by the
Compensation Committee in March 1999 for services rendered during those fiscal
years.
(2) Messrs. Beck, Nanosky , Tonges and Yeaggy receive reimbursement from
the Company for automobile expenses; however, such amounts do not exceed the
lesser of $50,000 or 10% of each person's respective aggregate salary and bonus
for any of the fiscal years disclosed.
(3) The amounts shown in this column represent insurance premiums paid by
the Company with respect to permanent life insurance and disability insurance
for the benefit of each named executive officer.
(4) Mr. Bishop resigned as President of the Company effective April 30,
2000.
(5) This figure includes an annual annuity payment of $10,000 paid by the
Company to Mr. Bishop and a payment of $3,960, representing the income tax cost
attributable to the annuity premium.
(6) In 1997 the Company reimbursed Mr. Bishop $2,203 for dental and
medical expenses and $26,502 for moving expenses incidental to the relocation of
the Company's executive officers from New Jersey to Boca Raton, Florida.
(7) The amounts shown as salary for Mr. Tonges for the years 1997 and 1998
were paid by the Company to Beck Hospitality Inc. III ("Beck III"), the employer
from whom Mr. Tonges actually received payment. The Company and Beck III shared
the compensation expense attributable to Mr. Tonges pursuant to an allocation
arrangement.
Employment Agreements
The Company entered into written employment agreements with Messrs. Beck,
Yeaggy and Nanosky, all dated April 24, 1997. These agreements were for terms of
three years, ending on April 23, 2000, and have not been formally extended.
Mr. Beck is employed as Chairman of the Board, and is paid an annual
salary of $275,000, which may be increased from time to time at the discretion
of the Board of Directors. He may also be paid a bonus in an amount determined
by the Board of Director in its discretion and is entitled to such benefits as
the Board of Directors shall adopt. In the employment agreement the Company has
acknowledged that Mr. Beck is the owner, an officer and director of other
businesses that engage in the hotel business. Mr. Beck has agreed not to engage
in any business that competes with the Company. Matters involving potential
conflicts of interests will be referred by management to the Audit Committee of
the Board of Directors for consideration. The Audit Committee is comprised
entirely of independent directors.
Mr. Yeaggy is employed as Vice Chairman of the Board and is paid an annual
salary of $175,000, which may be increased from time to time at the discretion
of the Board of Directors. His employment agreement is otherwise substantially
similar to the employment agreement between Mr. Beck and the Company.
Mr. Nanosky is employed as President of Hotel Operations of the Company
and is charged with the responsibilities typical of a division president. He is
paid an annual salary of $205,000, which may
10
<PAGE>
be increased from time to time at the discretion of the Board of Directors. He
is also entitled to an annual bonus of up to $100,000 based upon the Company's
success in achieving budgeted goals for the Company's hotel properties and
operations. Mr. Nanosky is also entitled to a comprehensive medical indemnity
policy for himself and his family, "split dollar" life insurance coverage in the
amount of $480,000, long-term disability insurance coverage and such other
benefits as the Board of Directors shall adopt and approve for him.
Stock Options
In August 1996, the Board of Directors and stockholders of the Company
adopted the 1996 Stock Option Plan (the "Plan") and reserved 300,000 shares of
Common Stock for issuance thereunder. The Plan provides for the granting to
employees (including employee directors and officers) of options intended to
qualify as incentive stock options within the meaning of ss.422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and for the granting of
nonstatutory stock options to employees and consultants. The Plan is currently
administered by the Company's Compensation Committee.
The Plan provides for the granting of both Incentive Stock Options
("ISOs") and nonstatutory stock options (an "NSO") and in connection with such
options the granting of stock appreciation rights (an "SAR") or additional stock
options, known as progressive stock options, in the event the grantee exercises
such stock options by surrendering shares of Common Stock of the Company (a
"PSO"). SARs enable a holder to surrender a SAR and to receive a payment in cash
equal to the difference between the fair market value of the Common Stock on the
date of surrender of the related SAR and the SAR price. NSOs and SARs may be
issued to any key employee or officer of the Company or its subsidiaries, or any
other person who is an independent contractor, agent or consultant of the
Company or its subsidiaries but not any director of the Company who is not an
employee of the Company. ISOs may be issued to key employees and officers of the
Company and its subsidiaries, but not to any independent contractor, agent or
consultant. The Compensation Committee also determines the times at which
options become exercisable, their transferability and the dates, not more than
ten years after the date of grant, on which options will expire. Options have no
value unless the price of the Common Stock appreciates after the date of grant
and the holder satisfies applicable vesting requirements.
Stock Appreciation Rights
Effective April 24, 1997, Messrs. Hatala, Lubell, Bartlett, Lerner, Tipps
and Ms. Hart-Brown and two former members of the Board of Directors were granted
SARs with respect to 5,000 shares at an exercise price of $3.25 per share
(collectively, the "Director SARs"). Mr. Lerner subsequently waived all rights
with respect to his Director SARs. The Director SARs may be exercised during the
period October 25, 1997 through April 23, 2003. In no event may the appreciated
value per share paid in respect of the Director SARs exceed $7.00 per share.
Effective December 18, 1998, the Company granted an SAR with respect to 25,000
shares at an exercise price of $2.48 per share, to Mr. Tipps, a Director of the
Company, in consideration of services performed for the Company. This SAR
expires on December 17, 2003. None of the foregoing SARs were granted under the
Plan.
SARs with respect to 100,000 shares granted to Mr. Bishop, the former
President of the Company, were canceled as part of an omnibus severance
arrangement effective upon his resignation.
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<PAGE>
Option/SAR Grants in Last Fiscal Year
During 1999, no options or SARs were granted under the Plan or otherwise
by the Company to any of the executive officers listed in the Summary
Compensation Table and no options granted were exercised.
Option Exercises and Fiscal Year-End Values
Shown below is information for the executive officers listed in the
Summary Compensation Table with respect to the aggregated option/SAR exercises
in 1999 and the option/SAR values for the fiscal year-ended December 31, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Number Of
Securities Value Of
Shares Underlying Unexercised
Acquired Unexercised Options In-The-Money Options
On Value at FY-End (#) at FY-End ($)
Exercise Realized
Name (#) ($) Exercisable Exercisable
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James E. Bishop 0 0 4,000 $0
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
AGGREGATED SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END SAR VALUES
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Number Of Value Of
Securities Unexercised
Shares Underlying In-The-Money
Acquired Unexercised SARs SARs
On Value at FY-End (#) at FY-End ($)
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James E. Bishop 0 0 60,000 40,000 $0 $0
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Report of Compensation Committee
The Compensation Committee of the Board of Directors of the Company
presents this report on the compensation policies of the Company for its
executive officers.
The Company's compensation program for executives consists of three key
elements: (i) a base salary, (ii) a performance-based annual bonus, and (iii)
periodic grants of stock options or other stock-based awards. This program
ensures that executive officers are compensated in a way that advances both the
short-term and long-term interests of stockholders. The variable annual bonus
permits individual
12
<PAGE>
performance to be recognized on an annual basis, and is based, in significant
part, on an evaluation of the contribution made by the officer to the Company's
performance. Stock options relate long-term remuneration directly to stock price
appreciation realized by all of the Company's stockholders.
Base Salary. In making a determination whether to adjust base salaries,
the Committee will take into account such factors as competitive industry
salaries, the contribution and experience of the officer and the length of the
officer's service. Each of the Company's key executive officers' present base
salaries were set under employment contracts which became effective upon the
Company's commencement of its hotel business in late April 1997. In March 1999,
the Committee recommended an increase in the base salary of the Company's
President, Mr. Bishop from $200,000 to $215,000.
Annual Bonus. At its meeting in March 1999, the Committee authorized
bonuses of $35,000 to Mr. Bishop, on account of his services during the years
ended December 31, 1997 and December 31, 1998. The aggregate sum of $70,000 was
paid to Mr. Bishop during 1999. In 1998, the Committee had determined to defer
consideration of bonuses for Mr. Bishop until it was in a better position to
evaluate the Company's strategic growth and development plan. The Committee has
not acted on the award of bonuses on account of the Company's performance during
the year ended December 31, 1999.
Stock Options. The Committee did not grant any stock options during the
year ended December 31, 1999. Future grants may be made to executive officers
upon initial employment, in recognition of an individual's performance, upon
promotion to a position of higher responsibility or in connection with the
execution of a new or amended employment agreement.
Chief Executive Officer Compensation. As Chairman and Chief Executive
Officer, Mr. Beck is compensated pursuant to the employment agreement he entered
into in April 1997 which provides for a base salary of $275,000. The Committee
will consider increases in the base salary and bonuses based upon the
development and implementation of the Company's strategic growth and development
plan.
Members of the Compensation Committee
Lucille Hart-Brown, Chairman
Richard P. Lerner
Arthur Lubell
Paul Tipps
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee is or has been an
officer or employee of the Company, except Mr. Lubell, who was Treasurer of the
Company from 1995 to 1997.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Interest of Messrs. Beck and Yeaggy in Hotels Under Management by the Company
During 1999 the Company managed one hotel which was owned by a third party
in which Messrs. Beck and Yeaggy had an interest. The hotel was sold to an
unrelated party in December 1999, but is still managed by the Company.
13
<PAGE>
Interest of Messrs. Beck and Yeaggy in a Property Subject to a Mortgage Held by
the Company
The Company has a financial participation in the form of a promissory note
secured by a mortgage on a KOA Campground in Kissimee, Florida (the "KOA Note"),
which is owned by an affiliate of Messrs. Beck and Yeaggy. The principal balance
of the KOA Note as of April 30, 2000 is $3,301,340. The KOA Note provides for
monthly principal payments based upon a twenty-year amortization. The note
matured on May 1, 2000, but its maturity date was automatically extendable for
an additional three years on a one time basis, if the note was not in default on
the original maturity date. As of May 1, 2000 the KOA Note was not in default.
The KOA Note bears interest at a fixed rate of 8% per annum. Messrs. Beck and
Yeaggy have jointly and severally guaranteed the payment of the note. The
Company does not regard this guaranty as material to the ultimate satisfaction
of the KOA Note on the basis that the value of the KOA Campground exceeds the
underlying mortgage indebtedness.
Interest of Messrs. Beck and Yeaggy in Service Providers to the Company
The Company has a service agreement for a hotel property management system
with Computel Computer Systems, Inc. ("Computel"), a corporation wholly-owned by
Messrs. Beck and Yeaggy, for ten of the hotels owned or managed by the Company.
The agreement automatically renews for successive terms of one year, unless one
party notifies the other to the contrary at least three months prior to the
scheduled termination date. Computel is paid a monthly fee of $275 per hotel
location for its basic property management software package plus one computer
terminal. For each additional terminal at a hotel location there is an
additional charge of $75 per month. Additional monthly fees are charged for
add-on software for such services as guest messaging, call accounting interface,
franchise central reservation interface and movie interface. The Company
believes that these are market-rate fees. The Company projects aggregate
payments to Computel of approximately $ 70,000 during 2000. On each annual
renewal of the agreement, Computel is entitled to increase its fees commensurate
with the fees charged to other customers. As a result of requirements of one of
the Company's franchisers, during 1998 a number of the hotels owned or managed
by the Company changed to a computer reporting system controlled by a party
unaffiliated with the Company, which resulted in a decrease in the volume of
business with Computel.
Personnel at the hotels owned by the Company and some of the hotels
managed by the Company are provided by Hospitality Employee Leasing Program,
Inc. ("HELP"), a corporation also wholly-owned by Messrs. Beck and Yeaggy. The
Company pays HELP an administrative fee of $10.15 per pay period per employee.
The owners of managed hotels pay HELP administrative fees of $8.00 to $10.15 per
pay period per employee. The Company believes that these are market-rate fees.
Based on the Company's present operations, the Company projects aggregate fees
of approximately $193,900 in respect of owned hotels, and aggregate fees of
approximately $356,300 in respect of managed hotels, to HELP during 2000.
Interest of Messrs. Beck and Yeaggy in Premises Occupied by the Company
The Company subleases office space in Cincinnati, Ohio and Boca Raton,
Florida from affiliates of Messrs. Beck and Yeaggy. The Sublease agreements are
on a triple-net basis and provide for annual rental payments of $25,248 and
$18,240 respectively. The Company believes that these are market rate rentals.
14
<PAGE>
Interest of Messrs. Beck and Yeaggy in Best Western, Kings Quarters
The Company has an 85% general partnership interest in Kings Dominion
Lodge, a Virginia general partnership, the sole asset of which is the hotel
known as the Best Western, Kings Quarters, which is adjacent to the Kings
Dominion Amusement Park near Richmond, Virginia. The remaining 15% general
partnership interest is held by Elbe Properties, an Ohio general partnership
whose partners are Messrs. Beck and Yeaggy.
Under the partnership agreement for Kings Dominion Lodge, the Company is
the managing partner and has the authority to direct the day-to-day affairs of
the partnership's business. The managing partner may not construct any buildings
on the real property owned by the partnership without the consent of the other
partner. Any sale of an interest in the partnership requires the consent of the
other partner. The partnership agreement also provides for periodic
distributions of free cash flow except to the extent that any distribution would
impair the business of the partnership.
Limited Guarantees by Messrs. Beck and Yeaggy of Indebtedness of the Company
Messrs. Beck and Yeaggy have personally guaranteed obligations of the
Company to various banks in the aggregate principal amount of $5,225,675 as of
March 31, 2000. These obligations are also secured by mortgages on the Company's
hotels known as Days Inn East (Cincinnati); Holiday Inn Express, Juno Beach;
Knight Inn Lafayette (Indiana) and Days Inn, Pompano Beach. In addition, Messrs.
Beck and Yeaggy have personally guaranteed the obligations of the Company in
connection with seven loans secured by mortgages on the hotels known as Best
Western, Kings Quarters, Days Inn RTP (Raleigh), Days Inn Crabtree (Raleigh),
Best Western Cambridge (Ohio), Days Inn Cambridge (Ohio), Red Roof Inn Kings
Island (Ohio) and Days Inn Kings Island (Ohio). The obligations of Messrs. Beck
and Yeaggy pursuant to their guarantees in connection with these loans are
limited to payment of the outstanding debt in the event of fraud or material
misrepresentation by the borrowing entities, and indemnification in connection
with certain specific liability and costs for the lender, such as environmental
liability and liability caused by the gross negligence or willful misconduct of
the borrowing entity, the failure to pay property taxes when due, the
misapplication of insurance and condemnation proceeds, damage or waste to the
property subject to lender's mortgage, and costs incurred by the lender as a
result of certain actions taken by the borrowing entity after an event of
default.
Allocation of Compensation Expenses
Charles W. Thornton, Corporate Counsel of the Company, works for and is
compensated by an affiliate of Messrs. Beck and Yeaggy, and bills the Company
for time based on an hourly rate. The Company believes that the rate charged by
Mr. Thornton is fair and reasonable.
Restrictions on Transfers of Stock Owned by Messrs. Beck and Yeaggy and
Registration Rights
Messrs. Beck and Yeaggy, in the aggregate, directly and indirectly own
approximately 44% of the outstanding shares of the Company's Common Stock. They
have agreed that until April 23, 2001, they will not transfer, in any manner,
any shares of the Common Stock, without the consent of the Company's Board of
Directors. The Company shall have no obligation to consent to a transfer unless
it shall have received an opinion of counsel to the effect that the transfer
does not give rise to an "ownership change" under Code ss. 382 or otherwise
affect the availability to the Company of its "net
15
<PAGE>
operating loss carryforwards" and any other applicable tax attributes for
Federal income tax purposes. In addition to the foregoing transferability
restrictions that have been consented to by Messrs. Beck and Yeaggy, the Company
has imposed equivalent transferability restrictions upon certain other
"5-percent shareholders" for purposes of Code ss. 382.
Messrs. Beck and Yeaggy have been granted certain registration rights with
respect to the Company's securities owned by them. On a one-time basis they may
demand registration, at the Company's expense, of shares of Preferred Stock
owned by them. In addition, if the Company proposes to register any of its
securities in connection with a public offering of such securities (other than
in connection with certain limited purpose registrations), Messrs. Beck and
Yeaggy may request that the Preferred Stock be registered incidental thereto.
Following the termination of the transferability restrictions referred to above,
on a one-time basis, Messrs. Beck and Yeaggy may also demand registration, at
the Company's expense, of their shares of Common Stock. In addition, if
following the termination of the transferability restrictions referred to above,
the Company proposes to register any of its securities in connection with a
public offering of such securities (other than in connection with certain
limited purpose registrations), Messrs. Beck and Yeaggy may request that their
Common Stock be registered incidental thereto.
PROPOSAL 2--RATIFICATION AND APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors, subject to stockholder ratification, has selected
Grant Thornton LLP ("Grant Thornton") to serve as its independent auditors for
the fiscal year ending December 31, 2000. If the stockholders do not ratify the
selection of Grant Thornton the Board of Directors may reconsider its selection.
A representative of Grant Thornton is expected to be available in person
or by telephone to respond to appropriate questions at the Meeting and will be
given the opportunity to make a statement if he or she desires to do so.
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock present, in person or by proxy, at the Meeting is
required for the ratification and approval of the selection of the auditors.
The Board of Directors recommends a vote "FOR" the ratification and
approval of the selection of Grant Thornton as independent auditors.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
In April 1998, the Company engaged Grant Thornton as independent
accountants to perform the audit of the Company's annual financial statements as
successor to J.H. Cohn, L.L.P. ("J.H. Cohn"). The decision to change accounting
firms was made by the Board of Directors based upon the recommendation of the
Audit Committee. J.H. Cohn informed the Company that it was not aware of any
disputes between its firm and the Company in the context of its audits and tax
return services performed for the years ended December 31, 1996 and 1997. From
the effective date of the Plan of Reorganization in the U.S. Lines bankruptcy in
1990 until the date hereof, there have been no disagreements between the Company
and prior certified public accountants on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of such prior accountants,
would have caused them to make reference in connection with their report to the
subject matter of the disagreements.
16
<PAGE>
OTHER MATTERS
The Board of Directors does not intend to bring any matters before the
Meeting other than as stated in this Proxy Statement, and is not aware that any
other matters will be presented for action at the Meeting. If any other matters
come before the Meeting, the persons named in the enclosed form of proxy will
vote the proxy with respect thereto in accordance with their best judgment,
pursuant to the discretionary authority granted by the proxy.
If you do not plan to attend the Meeting in person, please complete, sign,
date and return the enclosed proxy card promptly. Even if you do plan to attend
the Meeting, please so note where provided and return the proxy card promptly.
ADDITIONAL INFORMATION
Stockholders' Proposals for Next Annual Meeting
Any stockholder proposals intended to be presented at the Company's next
annual meeting of stockholders must be received by the Company at its offices at
2300 Corporate Boulevard, N.W., Suite 232, Boca Raton, FL 33431-8596, on or
before January 26, 2001 for consideration for inclusion in the proxy material
for such annual meeting of stockholders.
Expenses of Solicitation
The cost of the solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited by regular employees
of the Company, either personally or by telephone or telecopy. The Company does
not expect to pay any compensation for the solicitation of proxies.
BY ORDER OF THE BOARD OF DIRECTORS
Louis S. Beck
Chairman of the Board
Dated: May 26, 2000
17
<PAGE>
================================================================================
GIBBONS, DEL DEO, DOLAN, GRIFFINGER & VECCHIONE
A PROFESSIONAL CORPORATION
DIRECTIONS TO LEGAL CENTER
16TH FLOOR
FROM PENN STATION, NEWARK
An above ground walkway connects the Legal Center to Penn Station. Take
escalator in front of McDonald's to upper level. Take walkway heading towards
Gateway Center. To enter Legal Center, bear right halfway through Gateway Center
walkway to The Legal Center walkway, which brings you into The Legal Center
Lobby.
FROM NORTH JERSEY OR NEW YORK
Take New Jersey Turnpike to Exit 15E. Follow signs for Newark, and get onto
Raymond Boulevard (west). Take Raymond Boulevard 3 miles, and go under the
railroad tracks. The Legal Center will be on your right. To park, turn right
just prior to the building, follow signs to parking garage. Ask attendant where
Gibbons, Del Deo's visitor parking is located.
FROM SOUTH JERSEY
Take Garden State Parkway North to New Jersey Turnpike North to Exit 13A. After
toll, bear left onto Rt. 1 & 9 North -- stay to the left onto Rt. 21 North
(Newark). Take Rt. 21 over the viaduct onto McCarter Highway, go about 2 miles
(pass Gateway Center building on right). Staying on McCarter Highway, cross
Raymond Blvd. intersection and bear right to pass in front of Don Pepe's
Restaurant. At end of street turn right onto service road and enter the
building's parking garage. Ask attendant where Gibbons, Del Deo's visitor
parking is located.
FROM WEST JERSEY
Take Route 22 East to Route 21 (McCarter Highway). Take 21 North over viaduct
onto McCarter Highway, go about 2 miles (pass Gateway Center building on right).
Staying on McCarter Highway, cross Raymond Blvd. intersection and bear right to
pass in front of Don Pepe's Restaurant. At end of street turn right onto service
road and enter the building's parking garage. Ask attendant where Gibbons, Del
Deo's visitor parking is located.
FROM 78 EAST
Follow signs (1&9) & (21) Newark. Take route 21 North-- over viaduct onto
McCarter Highway, go about 2 miles (pass Gateway Center building on right) .
Staying on McCarter Highway, cross Raymond Blvd. intersection and bear right to
pass in front of Don Pepe's Restaurant. At end of street turn right onto service
road and enter the building's parking garage. Ask attendant where Gibbons, Del
Deo's visitor parking is located.
FROM 280 EAST
Take 280E to Exit 15 (Route 21 South - Downtown). At bottom of ramp (traffic
light) turn right onto Route 21 South (McCarter Highway). Follow Rt. 21 to
Raymond Blvd and make a left at the light, the Legal Center will be on your left
and the Gateway Hilton will be on your right. Make a left at the first light
into the parking garage under building. Ask attendant where Gibbons, Del Deo's
visitor parking is located.
ONE RIVERFRONT PLAZA
NEWARK NEW JERSEY 07102-5497
(973) 596-4500
TELECOPIER (973) 596-0545
================================================================================
<PAGE>
JANUS HOTELS AND RESORTS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
June 28, 2000
This Proxy Is Solicited On Behalf Of The Board Of Directors
The undersigned hereby appoints C. Scott Bartlett, Jr., Lucille Hart-Brown and
Richard P. Lerner and each of them, with full power of substitution as proxies
for the undersigned, to attend the annual meeting of stockholders of Janus
Hotels and Resorts, Inc. (the "Company"), to be held at the law offices of
Gibbons, Del Deo, Dolan, Griffinger & Vecchione, One Riverfront Plaza, Newark,
New Jersey 07102 at 11:00 a.m. Eastern Daylight Time on Wednesday June 28, 2000
or any adjournment thereof, and to vote the number of shares of common stock of
the Company that the undersigned would be entitled to vote, and with all the
power the undersigned would possess, if personally present.
(Continued on reverse side)
<TABLE>
The Board of Directors recommends a vote FOR 1, 2 and 3 Please mark your vote |X|
as indicated in this
example
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C>
1. To vote for the FOR WITHHOLD 2. Approval of the appointment of Grant |_| |_| |_|
following nominees AUTHORITY Thornton, LLP as the Company's
for election as independent auditors for the fiscal
directors: year ending December 31, 2000
Class A Directors, 3. In their discretion, on such other |_| |_| |_|
term expires 2003 business as may property come before
the meeting or any adjournment thereof
Louis S. Beck, C. |_| |_| IF YOU PLAN TO ATTEND THE ANNUAL |_|
Scott Bartlett, MEETING PLEASE CHECK BOX
Lucille Hart-Brown,
Richard P. Lerner
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name on the line provided below.)
Unless a contrary direction is indicated, the shares
__________________________________ represented by this proxy will be voted FOR approval of
each of the proposals; if specific instructions are
indicated, this proxy will be voted in accordance with
such instructions.
Signature Signature Date
-------------------- --------------------- ---------------------
Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such
</TABLE>
