<PAGE> 1
As filed with the Securities and Exchange Commission on July 6, 1998
Commission File No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRISTOL HOTELS & RESORTS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 75-2754805
(State of Incorporation) (I.R.S. Employer
Identification Number)
14295 MIDWAY ROAD
DALLAS, TEXAS 75244
(Address of Principal Executive Offices)
1998 BRISTOL HOTELS & RESORTS
STOCK PURCHASE PLAN
(Full Title of the Plan)
JOEL M. EASTMAN, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
BRISTOL HOTELS & RESORTS, INC.
14295 MIDWAY ROAD
DALLAS, TEXAS 75244
(972) 391-3910
(Name, Address and Telephone Number for Agent of Service)
-------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Aggregate Registration
be Registered (1) Registered (1) Price per Share Offering Price Fee (2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share . . . . . 2,250,000 $6.38 $ 14,355,000 $4,234.73
==================================================================================================================================
(1) Represents the aggregate shares available under the Bristol Hotels &
Resorts 1998 Stock Purchase Plan.
(2) The registration fee has been computed in accordance with paragraph
(h)(i) of Rule 457.
==================================================================================================================================
</TABLE>
<PAGE> 2
EXPLANATORY NOTE
The information called for by Part I of Form S-8 is included in the
description of the Bristol Hotels & Resorts 1998 Stock Purchase Plan (the
"Plan") to be delivered to eligible participants under the Plan. Pursuant to the
Note to Part I of Form S-8, this information is not being filed with or included
in this Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Bristol Hotels & Resorts, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement the Company's Registration Statement
on Form 10 (Commission File No. 1-14047) filed with the Securities and Exchange
Commission on June 18, 1998.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for all purposes of this Registration Statement to the
extent that a statement contained herein or therein or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that the personal
liability of directors of the Company to the Company is eliminated to the
maximum extent permitted by Delaware law. The Company's Certificate of
Incorporation and Bylaws provide for the indemnification of the directors,
officers, employees, and agents of the Company and its subsidiaries to the
fullest extent that may be permitted by Delaware law from time to time, and the
Bylaws provide for various procedures relating thereto. Section 145 of the
Delaware General Corporation Law (the "DGCL") permits the Company to indemnify
its directors and officers for liabilities, costs and expenses that such persons
may incur as a result of actions they may take in performing their duties as
officers and directors. In order to be indemnified under Delaware law, the
person must have acted in good faith and in a manner he believed was in, or not
opposed to, the best interests of the Company. In the case of any criminal
proceeding, the person must not have reasonable cause to believe that his
conduct was unlawful. In Delaware, if a person is found by a court to be liable
to the corporation, that court must approve any reimbursement of expenses to
such person. The foregoing limitations do not, however, apply to the indemnity
contracts to which officers and directors are parties with the Company. Any
amendment or repeal of the Company's Certificate of Incorporation may not
adversely affect the rights of any person entitled to indemnification for any
event occurring prior to such amendment or repeal.
Under Delaware law, directors, officers, employees, and other individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation -- a "derivative
action") if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable
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<PAGE> 3
cause to believe their conduct was unlawful. A similar standard of care is
applicable in the case of a derivative action, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and Delaware law requires court approval
before there can be any indemnification of expenses where the person seeking
indemnification has been found liable to the Company.
As authorized by the Company's Certificate of Incorporation, the Company
intends to enter into indemnification agreements with each of its directors,
which provide for indemnification greater or otherwise different than that
provided for in the Certificate of Incorporation or by the DGCL. Notwithstanding
anything to the contrary in the Certificate of Incorporation, if the Company
enters into a contract with any director providing for indemnification of the
director, the provisions of the contract will exclusively govern the Company's
obligations in respect of indemnification for or advancement of fees or
disbursements of the director's counsel or any other professional engaged by the
director.
ITEM 7. EXEMPTION FROM REGISTERED CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Certificate of Incorporation of the Company (*)
4.2 Amended and Restated Certificate of Incorporation of the Company
(*)
4.3 Bylaws (*)
4.4 Amended and Restated Bylaws of the Company (*)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Price Waterhouse LLP
99.1 1998 Bristol Hotels & Resorts Stock Purchase Plan
- -----------
(*) Incorporated by reference to the Company's Registration Statement
on Form 10 (Commission File No. 1-14047).
ITEM 9. UNDERTAKINGS
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act"), unless the
information required to be included in such post-effective amendment is
contained in periodic reports filed by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act and incorporated herein by
reference; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement unless the information required to
be included in such post-effective amendment is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act and incorporated herein by reference; (iii) to include
any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
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<PAGE> 4
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at
the termination of the offering.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on July 1,1998.
BRISTOL HOTELS & RESORTS, INC.
By: /s/ J. Peter Kline
----------------------------------
J. Peter Kline
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 1, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ J. Peter Kline
- ---------------------------------------------- Chairman, Chief Executive Officer and Director
J. Peter Kline (Principal Executive Officer)
/s/ Jeffrey P. Mayer
- ---------------------------------------------- Senior Vice President and
Jeffrey P. Mayer Chief Financial Officer
(Principal Financial Officer)
/s/ John D. Bailey
- ---------------------------------------------- Vice President and Controller
John D. Bailey (Principal Accounting Officer)
/s/ John A. Beckert
- ---------------------------------------------- President, Chief Operating Officer and Director
John A. Beckert
/s/ Robert A. Whitman
- ---------------------------------------------- Director
Robert A. Whitman
/s/ Reginald K. Brack, Jr.
- ---------------------------------------------- Director
Reginald K. Brack, Jr.
/s/ James J. Pinto
- ---------------------------------------------- Director
James J. Pinto
/s/ David A. Dittman
- ---------------------------------------------- Director
David A. Dittman
/s/ Thomas R. Oliver
- ---------------------------------------------- Director
Thomas R. Oliver
/s/ Kurt C. Read
- ---------------------------------------------- Director
Kurt C. Read
</TABLE>
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Exhibit Page
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<S> <C>
4.1 Certificate of Incorporation of the Company (*)
4.2 Amended and Restated Certificate of Incorporation of the Company (*)
4.3 Bylaws (*)
4.4 Amended and Restated Bylaws of the Company (*)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Price Waterhouse LLP
99.1 1998 Bristol Hotels & Resorts Stock Purchase Plan
</TABLE>
- -----------
(*) Incorporated by reference to the Company's Amended Registration
Statement on Form 10 (Commission File No. 1-14047).
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated February 6, 1998 (except with respect to the matter discussed in Note 20
as to which the date is March 25, 1998), on the consolidated financial
statements of the Bristol Hotel Company and to the use of our report dated
February 6, 1998 (except with respect to the matter discussed in Note 18 as
to which the date is March 25, 1998), on the consolidated financial statements
of the Bristol Hotel Asset Company (and to all references to our Firm),
incorporated by reference into the Registration Statement on Form S-8 of
Bristol Hotels & Resorts, Inc.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas,
July 1, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Bristol Hotels & Resorts, Inc. of our report dated
February 23, 1996 appearing on page F-2 of Bristol Hotel Company's Annual
Report on Form 10-K and Amended Annual Report on Form 10-K/A for the year
ended December 31, 1997.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Dallas, Texas
June 30, 1998
<PAGE> 1
EXHIBIT 99.1
BRISTOL HOTELS & RESORTS, INC.
1998 BRISTOL HOTELS & RESORTS
STOCK PURCHASE PLAN
1. PURPOSE. The purpose of this 1998 Bristol Hotels & Resorts Stock
Purchase Plan (this "Plan") is to encourage broader ownership of
Bristol Hotels & Resorts, Inc. (the "Company") by providing a means for
employees of the Company, Bristol Hotel Company ("BHC"), and the
Company's subsidiaries to acquire a proprietary interest, or increase
an existing proprietary interest, in the Company through the purchase
of common shares of the Company.
2. DEFINITIONS. As used in this Plan,
"Acquired Shares" means Offered Shares acquired by Participants under
this Plan.
"Board" means the Board of Directors of the Company.
<PAGE> 2
"Cancellation Date" means, with respect to a Plan Offering, the date
set by the Board as the last date on which Participants in that Plan
Offering may cancel their Restricted Stock Agreement or reduce the
number of Common Shares they are acquiring pursuant to such Plan
Offering.
"Common Shares" means shares of the common stock, par value $0.01 per
share, of the Company.
"Eligible Director" means, with respect to any Plan Offering, a member
of the Board or of the Board of Directors of BHC, so long as it is the
Company's parent, in either event as of a date set by the Board with
respect to such Plan Offering, who does not directly or indirectly
beneficially own 9% or more of the outstanding Common Shares and who is
not an employee of the Company or an employee, officer or principal of
any entity that is a beneficial owner of 9% or more of the outstanding
Common Shares or an affiliate thereof.
"Eligible Employee" means, with respect to any Plan Offering, persons
who, as of a date or dates set by the Board with respect to such Plan
Offering, is an employee of the Company, BHC, so long as it is the
Company's parent, or any of the Company's subsidiaries, and has a base
annual compensation rate from the Company, its subsidiaries or BHC, of
not less than $60,000 determined as of a date established by the Board.
"Eligible Participants" means, with respect to any Plan Offering, all
Eligible Directors and Eligible Employees for such Plan Offering.
"Employee" is a person, other than an independent contractor (as such
status is determined by the Board), whose compensation is subject to
income tax withholding under the Code.
"Escrow Agent" means the bank, trust company, broker or other agent or
agents selected by the Board to carry out specified functions under
this Plan. An employee or other affiliate of the Company may serve as
the Agent.
"Minimum Subscription Amount" means the minimum number of Common Shares
that a Participant in a Plan Offering may subscribe for in the Plan
Offering, as determined by the Board, but in any event, the aggregate
purchase price for the Minimum Subscription Amount of Common Shares
shall not be less than $5,000.
"Merger" means the merger of BHC with and into FelCor Suite Hotels,
Inc., contemplated to occur on or about July 28, 1998.
<PAGE> 3
"Offered Shares" means shares of the Company's common stock, par value
$0.01 per share, acquired by the Company from Bass plc and its
affiliates immediately prior to the Merger.
"Option Notice" means a written notice to be given by the Company
within twenty (20) days after a Trigger Event if the Company elects to
exercise its option under Section 7(b)(ii) of this Plan to repurchase
the Acquired Shares of the Participant to which such Trigger Event
relates.
"Participant" means an Eligible Participant who elects to acquire
Offered Shares in a Plan Offering in accordance with the terms of this
Plan.
"Plan Offering" means any offer or sale by the Company of Common Shares
to Eligible Participants pursuant to the terms and conditions of this
Plan.
"Plan Shares" means up to 2,250,000 of the Common Shares acquired by
the Company from Bass plc and its affiliates.
"Purchase Price" means a per share price established by the Board with
respect to a Plan Offering at which the Company may offer Common Shares
to Participants.
"Restricted Stock Agreement" means an agreement executed and delivered
by the Company and each Participant, in substantially the form attached
hereto as Appendix 1.
"Restriction Termination Date" means, with respect to any Plan
Offering, the date established by the Board on which all Transfer
Restrictions on Common Shares issued with respect to such Plan Offering
shall terminate.
"Transfer Restrictions" means the transfer restrictions set forth in
Section 7 of this Plan.
"Trigger Event" has the meaning set forth in Section 7(b)(i) of this
Plan.
3. ADMINISTRATION. The Plan shall be administered by the Board. No member
of the Board shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan, and all
members of the Board shall be fully indemnified by the Company with
respect to any such action, determination or interpretation. The
Company shall pay all expenses incurred in the administration of the
Plan.
4. SHARES AVAILABLE. Until this Plan is terminated, the Company will
reserve up to 2,250,000 of the Plan Shares for issuance under this
Plan, less any Plan Shares issued under the Plan. In the initial Plan
Offering, the Company will offer up to an aggregate of 2,250,000 of the
Plan Shares for purchase by Participants from the Company, as provided
herein. At subsequent Plan Offerings, the Company may offer up to the
balance of the Plan Shares not previously sold pursuant to the Plan.
Each Eligible Participant will be
<PAGE> 4
entitled to subscribe for up to a fixed number of Offered Shares as
determined by the Board, except that no subscription will be accepted
by the Company for less than the Minimum Subscription Amount of Common
Shares. The Company may not issue new Common Shares in any Plan
Offering.
5. RESTRICTED STOCK AGREEMENT. Eligible Employees electing to purchase
Offered Shares under this Plan must complete, execute and deliver a
Restricted Stock Agreement to the Company at its offices located at
14295 Midway Road, Dallas, Texas 75244, on or before the applicable
Subscription Cutoff Date.
6. CANCELLATION OR CHANGE OF SUBSCRIPTION FOR ONGOING PURCHASES. In any
Plan Offering a Participant may cancel his or her Restricted Stock
Agreement, or reduce the Offered Shares he or she is purchasing to an
amount equal to or in excess of the Minimum Subscription Amount by
notifying the Company, in the merger required by the Company in a
writing received on or before 5:00 p.m. CST/CDT (as in effect) on the
Cancellation Date. A Participant's cancellation of his or her
Restricted Stock Agreement, or reduction in the Offered Shares to be
purchased shall be final and irrevocable with respect to that Plan
Offering. Within five (5) business days after the Company's receipt of
a Participant's cancellation of his or her Restricted Stock Agreement,
or reduction in the number of Offered Shares to be purchased by such
Participant, the Company will cause the Escrow Agent to return to
Participant:
(a) If Participant is canceling his or her Restricted Stock
Agreement, the Purchase Price, without interest thereon,
originally deposited by such Participant with the Escrow
Agent; or
(b) If Participant is reducing the number of Offered Shares he or
she is acquiring (the amount of such reduction being hereafter
referred to as the "Released Shares"), a portion of the
Purchase Price originally deposited by such Participant with
the Escrow Agent, without interest thereon, equal to (i) the
Purchase Price multiplied by (ii) the number of Released
Shares.
7. TRANSFER RESTRICTIONS
(a) GENERAL RESTRICTIONS ON TRANSFER. Unless waived by the Board,
Acquired Shares may not be transferred, sold, pledged,
exchanged, assigned or otherwise encumbered or disposed of by
a Participant who is an Eligible Employee ("Employee
Participant") at any time until the Restriction Termination
Date. Notwithstanding anything to the contrary in this Plan,
an Employee Participant may pledge the Acquired Shares to
secure the repayment of indebtedness incurred by such Employee
Participant from a bona fide third party lender for the
purpose of financing such Employee Participant's acquisition
of the Acquired Shares; provided that any such pledge shall be
subject to the Transfer Restrictions.
<PAGE> 5
(b) COMPANY'S OPTION TO REPURCHASE SHARES.
(i) The Company shall have the option, but not the
obligation, to repurchase Acquired Shares from an
Employee Participant and an Employee Participant must
resell Acquired Shares to the Company upon its
exercise of such option, if, at any time prior to the
Restriction Termination Date, any of the following
events (each a "Trigger Event") occurs:
(A) A Participant who is an Eligible Employee
voluntarily terminates his or her employment
with the Company and is not immediately
thereafter employed by FelCor Suite Hotels,
Inc.; or if immediately thereafter is
employed by FelCor Suite Hotels, Inc.,
voluntarily terminates such employment;
(B) The Company or FelCor Suite Hotels, Inc.
terminates the employment of an Employee
Participant;
(C) Following notice from the Participant, the
Company determines that the Participant
needs to sell the Acquired Shares due to
financial hardship; or
(D) A Participant attempts to transfer the
Acquired Shares in violation of this Section
7 or Section 8.
(ii) If a Trigger Event occurs with respect to a
Participant, the Company shall have the
right to deliver an Option Notice to that
Participant. Participant must immediately,
but in any event not later than 3 business
days after the Company provides the Option
Notice, deliver the certificate or
certificates evidencing his or her Acquired
Shares (together with all stock received in
any manner by Participant with respect to
the Acquired Shares, whether by a stock
dividend, stock split, combination of
shares, recapitalization, merger,
consolidation, separation or reorganization
or any other change in the capital structure
of the Company occurring after Participant
purchased such Acquired Shares), free and
clear of all liens and encumbrances and duly
endorsed in blank for transfer, to the
Company. In full consideration therefor, the
Company, within one business day after
receipt thereof, shall pay Participant a
purchase price equal to the original
purchase price paid by Participant for the
Acquired Shares (as reduced proportionately
to reflect any transfers of such Acquired
Shares permitted under this Plan).
<PAGE> 6
(c) RELEASE FROM RESTRICTIONS. The Transfer Restrictions shall end
on the earlier to occur of (i) the Restriction Termination
Date; (ii) Participant's death or permanent disability; and
(iii) the Company's failure to deliver an Option Notice within
twenty (20) business days after a Trigger Event.
8. ASSIGNMENT. No Eligible Participant may assign his or her right to
purchase Offered Shares to any other person, and no Participant may
assign or transfer his or her Restricted Stock Agreement to any other
person. Any attempt to do so will provide cause for the Board to treat
the action as if it were a withdrawal from this Plan and the Company
may, but shall not be obligated to, terminate such Participant's
Restricted Stock Agreement. After a stock certificate has been issued,
such certificate may be assigned the same as any other stock
certificate, subject to the Transfer Restrictions.
9. AMENDMENT. This Plan may be amended or terminated by the Board at any
time. A copy of such amendment should be delivered to then Eligible
Participants at the their last known address.
10. PLAN DETERMINATIVE. If there shall be any discrepancy or inconsistency
between this Plan and the Restricted Stock Agreement, this Plan shall
be controlling.
