UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 OR 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): SEPTEMBER 20, 2000
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U.S. FRANCHISE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-23941 58-2361501
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
13 Corporate Square, Suite 250
Atlanta, GA 30329
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(Address of principal executive offices)
Registrant's telephone number, including area code: (404) 235-7463
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Item 5. Other Events.
On September 20, 2000, three individual shareholders of the
Corporation each filed a purported class action suit in Delaware Chancery Court,
New Castle County, against Michael A. Leven, Steven Romaniello, Neal K. Aronson,
Dean S. Adler, Irwin Chafetz, Douglas G. Geoga, Richard D. Goldstein, David T.
Hamamoto, Jeffrey A. Sonnenfeld, Barry S. Sternlicht, and U.S. Franchise Systems
Inc. (the "Corporation"). The allegations of the three complaints are identical
in all material respects. The plaintiffs allege that the Company and its
directors breached fiduciary and other common law duties owed to holders of
Class A common stock of the Corporation by approving the Acquisition Agreement,
dated as of September 18, 2000, among the Corporation and Pritzker family
business interests (and the tender offer and merger contemplated under that
agreement) and by terminating the Recapitalization Agreement entered into by the
Company and Pritzker family business interests announced on June 2, 2000. Each
complaint seeks money damages and/or injunctive relief, but no motion for an
injunction or temporary restraining order has been filed. Plaintiffs also seek
an accounting and an award of costs and disbursements. Management believes that
the claims in the lawsuit are totally without merit and the Corporation intends
to defend the suits vigorously.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
U.S. FRANCHISE SYSTEMS, INC.
Date: September 22, 2000 By: /s/ Stephen D. Aronson
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Stephen D. Aronson
Vice President and General Counsel
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