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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss. 240.14a-12
BridgeStreet Accommodations, Inc.
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(Name of Registrant as Specified In Its Charter)
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[BRIDGESTREET LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE
BRIDGESTREET ACCOMMODATIONS, INC.
ANNOUNCES 1999 RESULTS
CLEVELAND, OH (March 29, 2000) BridgeStreet Accommodations, Inc. (AMEX:
BDS) today announced a net loss of $64,000 or ($0.01) per share for the year
ended December 31, 1999. This compares to net income of $1.5 million or $0.18
per share for the year ended December 31, 1998. Revenues for the year ended
December 31, 1999 were $95.4 million, as compared to $96.7 million reported for
the year ended December 31, 1998. Earnings before interest, tax, depreciation
and amortization (EBITDA) for the year ended December 31, 1999, was $4.2
million, as compared to $5.7 million for the year ended December 31, 1998.
For the fourth quarter of 1999, the company reported a net loss of
$924,000 or ($0.11) per share on revenues of $23.4 million. This compares to
fourth quarter of 1998 when the company reported net income of $488,000, or
$0.06 per share on revenues of $24.9 million.
On March 24, 2000, BridgeStreet announced it had reached an agreement
to be acquired by MeriStar Hotels & Resorts, Inc. in a merger in which each
outstanding share of BridgeStreet would be exchanged for $1.50 in cash plus 0.5
shares of MeriStar common stock. Total consideration per share of BridgeStreet
is estimated to be approximately $3.00. The merger is subject to approval of the
stockholders of BridgeStreet and other customary conditions.
The $35 million projected aggregate value of the transaction includes
$24 million for the approximately 8 million outstanding shares of BridgeStreet
common stock plus $11 million to retire BridgeStreet's existing debt.
-more-
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March 29, 2000
Press Release - BridgeStreet Accommodations, Inc.
Announces 1999 Results
John Danneberg, president and chief executive officer, stated,
"MeriStar's financial and marketing resources will enhance BridgeStreet's
ability to expand its domestic and international operations. With the focus on
the Fortune 2000 business traveler and major consulting companies, there are
good marketing synergies between the two companies."
BridgeStreet offers upscale, fully furnished apartments, townhouses and
condominiums primarily for business travelers and relocating corporate
executives who need lodging for one night up to several months or more. The
company's diverse customer base centers on fortune 2000 corporations,
professional service firms, and travel-wise individuals. BridgeStreet's
toll-free number is 1-800-B-STREET for calls from the U.S. or Canada. More
information is available on the company's web site at www.bridgestreet.com.
MeriStar Hotels & Resorts operates 235 hospitality and leisure
properties with more than 46,000 rooms and 10 golf courses in 34 states, the
District of Columbia, Canada, Puerto Rico, and the Caribbean. For more
information about MeriStar Hotels & Resorts, visit MeriStar's web site at
www.meristar.com.
This release contains forward-looking statements, which involve risks
and uncertainties. The company's actual results may differ significantly from
results discussed in the forward-looking statements due to a number of important
factors, including, but not limited to, the company's planned rapid expansion,
risks related to acquisition financing, dependence on third parties, market
acceptance of the company's brand name, and factors affecting travel. These
factors are more fully discussed in the company's Registration Statement on Form
S-4 filed with the Securities and Exchange Commission (File No. 333-39187).
ALL STOCKHOLDERS OF BRIDGESTREET ARE URGED TO READ BRIDGESTREET'S PROXY
STATEMENT RELATING TO THE SPECIAL MEETING OF BRIDGESTREET'S STOCKHOLDERS THAT
WILL BE CALLED FOR THE PURPOSE OF APPROVING THE MERGER WHEN THE PROXY STATEMENT
IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION
DESCRIBED IN THIS PRESS RELEASE. SUCH
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March 29, 2000
Press Release - BridgeStreet Accommodations, Inc.
Announces 1999 Results
INFORMATION WILL INCLUDE THE STOCK OWNERSHIP AND OTHER INTERESTS IN THE
TRANSACTION OF BRIDGESTREET'S DIRECTORS AND EXECUTIVE OFFICERS, WHO WILL BE
PARTICIPATING IN THE SOLICITATION OF PROXIES RELATED TO THE TRANSACTION, AND
MERISTAR'S EXECUTIVE OFFICERS, WHO MAY BE PARTICIPATING IN THE SOLICITATION OF
SUCH PROXIES.
ONCE COMPLETED, BRIDGESTREET WILL MAIL ITS PROXY STATEMENT TO EACH OF
ITS STOCKHOLDERS. THE COMPANY'S PROXY STATEMENT, AND ANY OTHER RELEVANT
DOCUMENTS, WILL BE AVAILABLE FOR FREE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEB SITE (WWW.SEC.GOV). FURTHER, WHEN THEY ARE AVAILABLE, THE
COMPANY'S NOTE OF MEETING AND PROXY STATEMENT WILL BE AVAILABLE FOR FREE FROM
THE COMPANY BY CONTACTING INVESTOR RELATIONS AT 330-405-6060.
* * *
For further information contact: BridgeStreet Accommodations, Inc.
John E. Danneberg, President and CEO,
(330) 405-6060
www.bridgestreet.com
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BRIDGESTREET ACCOMMODATIONS,INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED TWELVE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------------- -------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues $ 23,350 $ 24,910 $ 95,408 $ 96,667
Operating Expenses:
Cost of services 17,776 18,676 70,319 71,310
Selling, general and administrative expense 6,194 4,916 22,752 20,026
Goodwill amortization expense 322 297 1,264 1,098
Management restructuring (note 1) -- -- -- 1,330
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Total operating expenses 24,292 23,889 94,335 93,764
---------- ---------- ---------- ----------
Operating income (loss) (942) 1,021 1,073 2,903
Other income (185) (60) (482) (177)
---------- ---------- ---------- ----------
Income (loss) before provision for income taxes (1,127) 961 591 2,726
Provision for (benefit of) income taxes (note 2) (203) 473 655 1,267
---------- ---------- ---------- ----------
Net income $ (924) $ 488 (64) $ 1,459
========== ========== ========== ==========
Net income (loss) per share before management
restructuring expense $ (0.11) $ 0.06 $ (0.01) $ 0.27
========== ========== ========== ==========
Basic and dilutive net income (loss) per share $ (0.11) $ 0.06 $ (0.01) $ 0.18
========== ========== ========== ==========
Weighted average shares outstanding - basic 8,169,835 8,123,306 8,169,835 8,123,306
Weighted average shares outstanding - dilutive 8,169,835 8,123,306 8,169,835 8,123,306
</TABLE>
Note 1. Management restructuring charge represents a non-recurring charge for
expenses associated with a senior management realignment.
Note 2. The income tax provision for the years ended December 31, 1999 and 1998
do not give tax benefit for non-deductible goodwill amortization expense.
