SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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U.S. FRANCHISE SYSTEMS, INC.
(Name of Subject Company (Issuer))
U.S. FRANCHISE SYSTEMS, INC.
(Names of Filing Persons (Issuer))
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Class A Common Stock, $0.01 Par Value
(Title of Class of Securities)
902 956 309
(CUSIP Number of Class of Securities)
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Michael A. Leven
Chairman of the Board, President and Chief Executive Officer
13 Corporate Square, Suite 250
Atlanta, Georgia 30329
(404) 321-4045
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Robert B. Schumer, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019
(212) 373-3000
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CALCULATION OF FILING FEE
----------------------------------- ------------------------------
Transaction valuation* Amount of Filing Fee*
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* Pursuant to General Instruction D of Form TO, no filing fee is required.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
<PAGE>
This Tender Offer Statement on Schedule TO relates to the announcement
by U.S. Franchise Systems, Inc., a Delaware corporation (the "Company"), of its
intention to commence a tender offer to purchase up to 8,666,666 shares, or such
lesser number of shares as are properly tendered (subject to at least 3.0
million shares being properly tendered), of its Class A common stock, par value
$.01 per share and Class B common stock, par value $0.01 per share, at a price
of $7.50 per share, net to the seller in cash, without interest. This Schedule
TO is intended to satisfy the reporting requirements of Rule 13e- 4(c)(1) of the
Securities Exchange Act of 1934, as amended.
ITEM 12 EXHIBIT.
(a) (5) Press Release, dated June 2, 2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 5, 2000
U.S. FRANCHISE SYSTEMS, INC.
By: *
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Name:
Title:
* Pursuant to General Instruction D of Form TO, no signature is required.
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<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
(a) (5) Press Release, dated June 2, 2000
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