<PAGE> 1
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 Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BRISTOL HOTELS & RESORTS
(Name of Registrant as Specified in Its Charter)
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:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
[ ] 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:
N/A
(2) Form, Schedule or Registration Statement No.:
N/A
(3) Filing Party:
N/A
(4) Date Filed:
N/A
<PAGE> 2
April 19, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of
Stockholders of Bristol Hotels & Resorts, which will be held at the Crowne
Plaza - North Dallas, 14315 Midway Road, Addison, Texas 75001 on Tuesday, May
11, 1999, at 9:00 a.m. local time. All holders of the Company's outstanding
common stock as of the close of business on April 14, 1999, are entitled to
vote at the Annual Meeting.
Enclosed for your information are the Company's Proxy Statement and
Annual Report to Stockholders. We hope that you find these materials
informative.
We hope you will be able to attend the Annual Meeting. Whether or not
you expect to attend, you are urged to complete, sign, date and return the
enclosed proxy card in the envelope included in this package as promptly as
possible in order to make certain that your shares will be represented at the
Annual Meeting. If you later decide to attend the meeting and vote in person,
or if you wish to revoke your proxy for any reason prior to the vote at the
meeting, you may do so, and your proxy will have no further effect. If you
attend the meeting, you may vote in person, if you wish, even though you
previously mailed your proxy.
/ s / J. Peter Kline
J. Peter Kline
Chairman and Chief Executive Officer
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<PAGE> 3
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Tuesday, May 11, 1999
The Annual Meeting of Stockholders of Bristol Hotels & Resorts (the
"Company") will be held at the Crowne Plaza - North Dallas, 14315 Midway Road,
Addison, Texas 75001 on Tuesday, May 11, 1999, at 9:00 a.m. local time for the
following purposes:
1. To elect three directors to serve for three-year terms,
expiring in 2002;
2. To ratify the appointment of Arthur Andersen LLP as the
Company's independent accountants; and
3. To transact any other business which may be properly brought
before the Annual Meeting.
The close of business on April 14, 1999, has been fixed as the record
date for determining the stockholders entitled to notice of, and to vote at,
the Annual Meeting.
We hope you will be represented at the meeting by signing and
returning the enclosed proxy card in the accompanying envelope as promptly as
possible, whether or not you expect to be there in person. The Board of
Directors appreciates the cooperation of all of our stockholders in directing
proxies to vote at the meeting.
By Order of the Board of Directors,
/ s / Lynn Marie Lucier
LYNN MARIE LUCIER
Secretary
April 19, 1999
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<PAGE> 4
BRISTOL HOTELS & RESORTS
14295 Midway Road
Addison, Texas 75001
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
May 11, 1999
Introduction
The Board of Directors of Bristol Hotels & Resorts (the "Company") is
soliciting proxies to be voted at the 1999 Annual Meeting of Stockholders to be
held in Addison, Texas, on Tuesday, May 11, 1999, and at any adjournment
thereof. This Proxy Statement and the enclosed proxy are first being mailed to
stockholders on or about April 19, 1999.
Shares Entitled To Vote
Holders of shares of the common stock of the Company outstanding at
the close of business on April 14, 1999, are entitled to notice of the Annual
Meeting and to vote their shares at the Annual Meeting. At the close of
business on March 15, 1999, there were 17,779,515 shares of common stock
outstanding. Each share of common stock is entitled to one vote at the Annual
Meeting. A majority of the shares of common stock represented in person or by
proxy is necessary to establish a quorum at the Annual Meeting.
Voting Of Proxies
This proxy solicitation is intended to afford stockholders the
opportunity to vote regarding the election of directors, the ratification of
the appointment of Arthur Andersen LLP as the Company's independent
accountants, and such other matters as may be properly brought before the
Annual Meeting. As of April 14, 1999, United/Harvey Holdings, L.P. ("Holdings")
and Bass America, Inc. ("Bass" together with Holdings, "Investors") and J.
Peter Kline, John A. Beckert, Robert L. Miars, Jeffrey P. Mayer, David A.
Dittman, Reginald K. Brack, Jr., and James J. Pinto ("Owner Officers &
Directors") possess voting power with respect to approximately 59.28% of the
shares of common stock issued and outstanding. The Investors and the Owner
Officers & Directors intend to vote all their shares for the election of the
director nominees identified below.
A proxy may be revoked prior to its exercise, by filing with the
Company's Secretary either a document specifically revoking the proxy, or an
executed subsequent proxy. You may
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<PAGE> 5
also revoke a proxy by voting in person at the Annual Meeting. Where a
stockholder's proxy specifies a choice with respect to a matter, the shares
will be voted accordingly. If no specification is made, the shares will be
voted FOR the director nominees identified below, and FOR the ratification of
the appointment of Arthur Andersen LLP as the Company's independent
accountants.
Abstentions and broker non-votes will be included in determining the
number of shares present or represented at the Annual Meeting and any
adjournment for purposes of determining whether a quorum exists. Abstentions
and broker non-votes with respect to any matter brought to a vote at the Annual
Meeting or any adjournment will be treated as shares not voted for purposes of
determining whether the requisite vote has been obtained, and therefore will
have no effect on the outcome of the vote.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
The Board of Directors has nominated the three individuals identified
below to be elected at the Annual Meeting to serve until the 2002 Annual
Meeting of Stockholders, and until their respective successors have been
elected and qualified. Each are presently directors of the Company and nominees
for re-election. All of the nominees are employed by the Company or an entity
affiliated with Holdings.
Information regarding the individuals nominated for election as
directors at the Annual Meeting is provided below. A plurality of all votes
cast at the Annual Meeting or any adjournment is required to elect each of the
nominees as directors.
The Board of Directors recommends that stockholders vote FOR the
election of each of the nominees. Proxies solicited by the Board will be voted
in favor of each nominee unless authority has been withheld. Proxies cannot be
voted for more than three people.
<TABLE>
<CAPTION>
NAME, PRINCIPAL OCCUPATION SERVED AS A
AND BUSINESS EXPERIENCE DIRECTOR SINCE AGE
- --------------------------- -------------- ---
<S> <C> <C>
J. PETER KLINE March 1998 51
</TABLE>
J. Peter Kline has been a director of the Company since it was formed in March
1998 and was a director of Bristol Hotel Company ("BHC") from February 1995
until July 28, 1998. Since March 1998, Mr. Kline has been the Chairman and
Chief Executive Officer of the Company. From 1981 until July 28, 1998, Mr.
Kline was the President and Chief Executive Officer of BHC (and its
predecessor, Harvey Hotel Company). Prior to 1981, Mr. Kline was a partner in
Laventhol & Horwath ("L & H"), an international public accounting firm which
specialized in services to the hospitality industry. From 1976 to 1980, Mr.
Kline was in charge of L & H's Management
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Advisory Services division in Texas, which provided both operational and
financial consulting services from offices in Dallas and Houston. From 1971 to
1976, Mr. Kline was based in Philadelphia, specializing in operational and
financial systems consulting to national clients of L & H. Mr. Kline serves on
the Board of the North Texas Commission and the Administrative Board of the
Cornell University Council.
<TABLE>
<S> <C> <C>
JOHN A. BECKERT March 1998 45
</TABLE>
John A. Beckert has been a director of the Company since it was formed in March
1998 and was a director of BHC from February 1995 until July 28, 1998. Since
March 1998, Mr. Beckert has been the President and Chief Operating Officer of
the Company. Mr. Beckert joined BHC's predecessor, Harvey Hotel Company, in
1981 as part of the opening team for their first hotel. From 1985 until July
28, 1998, Mr. Beckert was the Chief Operating Officer and Executive Vice
President. Mr. Beckert also gained hospitality industry experience during three
years with Marriott Corporation in its hotel and theme park division. Prior to
his tenure with the Company, Mr. Beckert owned and operated his own Dallas
restaurant and catering business. Mr. Beckert serves on the Board of Directors
of the North Texas Food Bank.
<TABLE>
<S> <C> <C>
ROBERT A. WHITMAN July 1998 45
</TABLE>
Robert A. Whitman has been a Director of the Company since July 1998. Mr.
Whitman has been President and Co-Chief Executive Officer of The Hampstead
Group, an affiliate of Holdings, since 1991. Prior to such period, Mr. Whitman
was the Managing Partner and Chief Executive Officer of Trammell Crow Ventures.
Mr. Whitman served on the Board of Directors of BHC from November 1994 until
June 1996. Mr. Whitman has also served as Chairman of the Board of Malibu
Entertainment Worldwide, an AMEX-listed owner/operator of entertainment centers
since 1996, and previously served as Chairman of the Board of the Forum Group,
Inc., a NASDAQ-traded operator of retirement communities, from 1993 until the
sale of that company to Marriott International, Inc. in 1996. Mr. Whitman
served as a director of Wyndham Hotel Company until its sale to Patriot
American Hospitality, Inc. in 1998. Mr. Whitman is also a director of Covey
Leadership Center.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The management of the Company is under the direction of the Board of
Directors. From its inception on March 20, 1998 ("Inception") to December 31,
1998, the full Board met twice and conducted business by unanimous written
consent seven times. With the exception of Mr.
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<PAGE> 7
Pinto who missed one meeting, each director attended all meetings of the Board
held while he was a director. Each Board member who was appointed to serve on
one or more committees of the Board attended 100% of the meetings of the
committees of the Board held while he was a member.
Board Committees
The Board has established three committees: an audit committee (the
"Audit Committee"), a compensation committee (the "Compensation Committee") and
a directors' stock plan committee (the "Directors' Plan Committee").
The Audit Committee reviews the professional services provided by the
Company's independent accountants and the independence of such auditors from
management of the Company. The Audit Committee also reviews the scope of the
audit by the Company's independent auditors, the annual financial statements of
the Company, the Company's system of internal accounting controls and such
other matters with respect to the accounting, auditing and financial reporting
practices and procedures of the Company as it finds appropriate or as are
brought to its attention, and meets from time to time with members of the
Company's internal audit staff. Additionally, the Audit Committee reviews the
Company's compliance with the Americans with Disabilities Act, environmental
matters, and lease and management contract obligations. This Committee also
receives regular reports concerning the remedying of the year 2000 problem,
workforce diversity and charitable giving by the Company. The Committee's
Charter requires that the Committee be comprised of at least two directors,
each of whom is independent of the Company's management, and free from any
relationship that would interfere with their exercise of good judgment. The
Audit Committee met twice during the period from Inception to December 31,
1998, and all member directors attended each meeting. The current members of
the Audit Committee are David A. Dittman (Chairman) and Reginald K. Brack, Jr.
The Compensation Committee administers the bonus, incentive
compensation and employee stock option plans of the Company and approves the
salaries and other benefits of the executive officers of the Company. In
addition, the Compensation Committee consults with the Company's management
regarding pension and other benefit plans, and compensation policies and
practices of the Company. Members of the Compensation Committee must be persons
who are not full-time employees of the Company, and are not eligible to receive
options or other rights under any Company employee stock or other benefit plan
(other than plans in which only directors may participate). The Compensation
Committee did not meet during the period from the Inception until December 31,
1998. The current members of the Compensation Committee are Reginald K. Brack,
Jr. (Chairman), Thomas R. Oliver, and Kurt C. Read.
The Directors' Plan Committee administers the Company's Non-Employee
Directors' Stock Option Plan, which is described in more detail below. This
Committee met once during the period from the Inception until December 31,
1998, and both members attended. The current members of the Director's Plan
Committee are J. Peter Kline (Chairman) and Kurt C. Read.
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Director Nomination Procedures
The Bylaws provide that, except as granted to Bass and to Holdings as
parties to a stockholders agreement with the Company, directors may be
nominated only by the Company's Board or any stockholder who has delivered
notice of his nominee not less than 60 days prior to the annual meeting of
stockholders. If public announcement of the date of the annual meeting is not
made at least 75 calendar days prior to the annual meeting, notice must be
received not later than the close of business on the tenth calendar day
following the day on which the announcement of the meeting date is made. The
stockholder's notice must contain certain information concerning the
stockholder and the stockholder's nominees, including their names and
addresses, proof that the stockholder is a stockholder of record and plans to
appear in person or by proxy at the annual meeting, the class and number of
shares of Company stock owned by such stockholder and the stockholder's
nominees, any agreement between the relevant parties pursuant to which the
nomination is to be made, any other information regarding the stockholder's
nominees that would be required to be included in a proxy statement soliciting
proxies for the election of the stockholder's nominees and the signed consent
of each nominee to serve as a director of the Company, if so elected. The
presiding officer of the annual meeting may refuse to acknowledge the
nomination of any person not made in compliance with these requirements or the
requirements of the securities laws.
Director Compensation
The 1998 Non-Employee Directors Stock Option Plan ("Plan") is designed
to encourage the outside directors to own Company shares. Only directors who
are not employees of the Company or a person or entity which beneficially owns
9% or more of the outstanding common shares of the Company are eligible to
participate in the Plan. The directors currently eligible to receive options
under the Plan are Messrs. Brack, Dittman and Pinto.
Under this Plan, the Company grants to each eligible director on the
date the individual becomes a director an initial option to purchase 25,000
Company shares. A portion of the initial option becomes exercisable at each of
the following three annual stockholders meetings if the director has continued
to serve as a director during that time. Thereafter, the Directors' Plan
Committee may, but is not obligated to, annually grant each eligible director
an option to purchase up to 25,000 Company shares which becomes exercisable as
determined by the Directors' Plan Committee on the date of grant. The exercise
price of the options granted under the Plan will generally be the market value
of the Company common shares on the day the option is granted and may be paid
by check, Company common shares held by the eligible director for at least six
months, or a combination of check and stock.
Directors are not presently expected to receive any compensation for
their services as directors other than the options.
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DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the
current directors and executive officers of the Company. The biographical
information concerning Messrs. Kline, Beckert, and Whitman is set out in the
section entitled "Election of Directors."
J. Peter Kline, 51, Chairman and Chief Executive Officer.
John A. Beckert, 45, President and Chief Operating Officer.
Jeffrey P. Mayer, 42, has served as the Executive Vice President and Chief
Financial Officer of the Company since March 1998. He was the Senior Vice
President and Chief Financial Officer of BHC from January 1996 until July 1998.
Prior to 1996, Mr. Mayer served as Senior Vice President, Corporate Controller
and Chief Accounting Officer of Host Marriott Corporation (formerly Marriott
Corporation) from 1993 to 1996; as Vice President - Project Finance of Marriott
from 1991 to 1993, and in various positions with Marriott's finance department
from 1986 to 1991. Prior to joining Marriott, Mr. Mayer was Audit Manager with
Arthur Andersen & Co. in Atlanta, Georgia.
Robert L. Miars, 49, has served as the Senior Vice President - Design,
Construction and Engineering of the Company since July 1998. He was the Senior
Vice President-Design and Construction of BHC from February 1995 until July 28,
1998. Mr. Miars was President of Huie Miars Custom Homes from 1989 to February
1995. Prior to 1989, Mr. Miars was the President of Huie Miars Construction
Company.
Robert A. Whitman, 45, Director.
Reginald K. Brack, Jr., 61, has been a director of the Company since July 1998,
and was a director of BHC from May 1997 to July 1998. Since July 1997, Mr.
Brack has been the Chairman Emeritus of Time, Inc. From December 1986 to July
1997, Mr. Brack was the Chairman and Chief Executive Officer of Time, Inc.
James J. Pinto, 47, has been a director of the Company since July 1998. Mr.
Pinto has been the President of the Private Finance Group Corp., an investment
firm, since 1990. He is also a director of the following public companies:
Andersen Group, Inc. (electronics), Empire of Carolina, Inc. (toys) and
National Capital Management Corp. (finance). Mr. Pinto is J. Peter Kline's
spouse's brother-in-law.
David A. Dittman, 53, has been a director of the Company since July 1998, and
was a director of BHC from December 1995 to July 1998. Since 1990, Mr. Dittman
has been the Dean of the Cornell University School of Hotel Administration and
an E. M. Statler Professor.
Thomas R. Oliver, 58, has been a director of the Company since July 1998. Mr.
Oliver is Chairman and Chief Executive Officer of Bass Hotels & Resorts (BHR),
an affiliate of Bass. Mr. Oliver is also a member of the Bass plc Executive
Committee and Board of Directors. He
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previously was Chairman and CEO of AudioFAX, Inc. of Atlanta, Georgia (a
high-tech telecommunications company) and President and CEO of VoiceCom (a
supplier of large-scale messaging systems). Prior to joining VoiceCom, Mr.
Oliver held senior management positions at FedEx from 1978 to 1993, including
serving as COO and Executive Vice President of Worldwide Customer Operations
for FedEx.
Kurt C. Read, 36, has been a director of the Company since July 1998. Prior to
this period, he was a director of BHC from April 1997 to July 1998. Mr. Read
has been a Senior Vice President of The Hampstead Group since 1989, and is also
a director of Malibu Entertainment Worldwide.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding the
compensation paid to the Company's Chief Executive Officer and each of the four
other most highly compensated executive officers who earned at least $100,000
in total salary and bonus in 1998 ("Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Securities Underlying
Annual Compensation Options(2) All Other
Name and Principal Position Year Salary Bonus(1) Bristol FelCor Compensation (3)
--------------------------- ---- ------ -------- ------- ------ ----------------
<S> <C> <C> <C> <C> <C> <C>
J. Peter Kline.......................... 1998 $ 472,499 $ 177,188 -- -- $1,579,780
Chairman, Chief Executive Officer 1997 457,307 91,461 15,000 20,550 4,750
1996 250,502 69,350 -- -- --
John A. Beckert......................... 1998 $ 472,499 $ 177,188 -- -- $1,596,069
President, Chief Operating Officer 1997 457,307 91,461 15,000 20,550 4,750
1996 250,502 69,350 -- -- --
Jeffrey P. Mayer........................ 1998 $ 275,001 $ 144,375 -- -- $ 7,444
Executive Vice President and 1997 257,115 51,423 12,500 17,125 44,723
Chief Financial Officer 1996 188,159 56,448 97,500 133,575 46,633
Robert L. Miars......................... 1998 $ 236,251 $ 69,694 -- -- $ 5,899
Senior Vice President - 1997 229,604 68,881 10,000 13,700 4,750
Design, Construction and Engineering 1996 144,503 35,037 7,500 10,275 --
Richard N. Beckert (4).................. 1998 $ 144,133 $ 50,794 -- -- $1,634,854
Senior Vice President, 1997 220,386 44,077 10,000 13,700 3,649
Administration 1996 160,503 44,384 15,000 20,550 --
</TABLE>
(1) The bonus amounts for all years are based on amounts earned during the
calendar year regardless of when paid.
(2) Reflects options to acquire shares of the Company and FelCor Lodging
Trust, Incorporated common stock granted pursuant to Bristol Hotel
Company's Amended and Restated 1995 Equity Incentive Plan.
(3) Consists of the following:
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<TABLE>
<CAPTION>
Kline J. Beckert Mayer Miars R. Beckert
----------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
1998
Compensation recognized upon exercise
of stock options.............................. $ 1,574,780 $ 1,586,067 $ -- $ -- $ 1,612,444
Vacation payout upon termination ................ -- -- -- -- 17,365
401(k) and nonqualified savings plan
matching contributions........................ 5,000 10,002 7,444 5,899 5,045
----------- ----------- ----------- ---------- -----------
Total 1998.............................. $ 1,579,780 $ 1,596,069 $ 7,444 $ 5,899 $ 1,634,854
=========== =========== =========== ========== ===========
1997
401(k) and nonqualified savings plan
matching contributions........................ $ 4,750 $ 4,750 $ 3,462 $ 4,750 $ 3,649
Relocation reimbursement......................... -- -- 41,261 -- --
----------- ----------- ----------- ---------- -----------
Total 1997.............................. $ 4,750 $ 4,750 $ 44,723 $ 4,750 $ 3,649
=========== =========== =========== ========== ===========
1996
Relocation reimbursement......................... $ -- $ -- $ 46,633 $ -- $ --
----------- ----------- ----------- ---------- -----------
Total 1996.............................. $ -- $ -- $ 46,633 $ -- $ --
=========== =========== =========== ========== ===========
</TABLE>
(4) Mr. Richard N. Beckert left the Company on August 15, 1998.
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The following table sets forth certain information with respect to options held
at December 31, 1998 by the Named Executive Officers:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Shares Acquired
On Exercise Value Realized
--------------------------- ---------------------------
Name Bristol FelCor Bristol FelCor
---- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
J. Peter Kline 75,000 102,750 $290,250 $1,284,530
John A. Beckert 75,000 102,750 290,250 1,295,817
Jeffrey P. Mayer -- -- -- --
Robert L. Miars -- -- -- --
Richard N. Beckert (3) 75,000 106,860 290,250 1,322,194
</TABLE>
<TABLE>
<CAPTION>
Securities Underlying Value of Unexercised
Unexercised Options In-The-Money Options
at December 31, 1998(1) at December 31, 1998(2)
-------------------------------------- ----------------------------------------------
Unexercisable Exercisable Unexercisable Exercisable
--------------------- ---------------- ---------------------- --------------------
Name Bristol FelCor Bristol FelCor Bristol FelCor Bristol FelCor
---- ----------- --------- -------- ------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
J. Peter Kline 52,500 71,925 -- -- $135,629 $650,709 $ -- $ --
John A. Beckert 52,500 71,925 -- -- 135,629 650,709 -- --
Jeffrey P. Mayer 71,000 97,270 39,000 53,430 101,135 391,692 67,423 261,128
Robert L. Miars 39,250 53,773 3,000 4,110 93,058 435,685 2,362 4,145
Richard N. Beckert (3) -- -- -- -- -- -- -- --
</TABLE>
(1) This represents the total number of shares subject to stock options
held by the Named Executive Officers at December 31, 1998. These
options were granted on various dates during the years 1995 through
1997.
(2) The closing price per share of Bristol common stock as reported in the
NYSE Composite Transactions Report on December 31, 1998 was $6.125,
and the closing price of FelCor common stock on December 31, 1998 was
$23.00. Value is calculated on the basis of the difference between the
option exercise price and the closing prices multiplied by the number
of shares of Bristol and FelCor stock covered by the option.
(3) Richard N. Beckert left the Company on August 15, 1998. All remaining
unexercised options were canceled.
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<PAGE> 13
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
The Management Bonus Plan provides all management employees with cash
bonuses based upon the achievement of specified targets and goals for the
Company and particular employees. Each of the executive officers is eligible to
receive annual bonus awards based on the achievement of criteria established by
the Compensation Committee.
401(k) Plan. Eligible employees may contribute to the 401(k) plan
through salary deferral elections of not less than 1% nor more than 16% of
their salary. The Company matches contributions with $.50 for each dollar
contributed, up to 6% of a participant's salary. The Board of Directors may
grant additional matching contributions, subject to statutory limitations.
Contributions by participants are 100% vested and contributions by the Company
vest ratably over five years of continuous employment. The 401(k) plan is
intended to qualify under Section 401 of the Internal Revenue Code so that
contributions by participants or the Company to the 401(k) plan, and income
earned on such contributions, are not taxable to the participants until
withdrawn from the Company 401(k) plan.
The 1998 Equity Incentive Plan is designed to attract and retain the
Company's qualified officers and other key employees. The plan authorizes the
grant of options to purchase Company shares, stock appreciation rights,
restricted stock, deferred stock, performance stock and performance units;
however, as of December 31, 1998, no options had been granted under this plan.
The Compensation Committee administers the 1998 Equity Incentive Plan and
determines to whom awards will be granted, as well as the number of shares, the
exercise period and other terms and conditions of a particular grant.
As of December 31, 1998, there were outstanding options granted under
the former Bristol Hotel Company Second Amended and Restated 1995 Equity
Incentive Plan (the "1995 Plan") to purchase an aggregate of 609,258 shares of
the Company's common stock. These options generally vest over four or five
years from the date of grant, with certain options becoming fully vested upon
specified anniversaries from the date of grant. The Company does not intend to
grant additional options under the 1995 Plan.
Nonqualified Savings Plan. The Company offers a nonqualified savings
plan (the "NQSP") to its highly compensated employees (those making a base
salary of $100,000 or higher per year) in addition to the 401(k) plan. Eligible
employees may contribute through salary deferrals up to 25% of their base
salary and 100% of their bonus to the NQSP. The Company matches contributions
with $.50 for each dollar contributed, up to 3% of a participant's salary. The
Board of Directors may, in addition, grant additional matching contributions,
subject to statutory limitations. The maximum matching contribution that
participants may receive under the 401(k) and the NQSP, combined, was $10,000
for 1998. Contributions by participants are 100% vested and contributions by
the Company vest ratably over five years of continuous employment, or upon a
change of control of the Company. Interest is credited quarterly to the
participants' accounts at a rate equal to the effective rate of interest on the
Company's line of credit. Contributions by participants or by the Company to
the NQSP, and income earned on such contributions, are not taxable to the
participants until withdrawn from the NQSP.
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<PAGE> 14
COMPENSATION COMMITTEE'S
REPORT ON EXECUTIVE COMPENSATION
The compensation for the Company's executive officers (Messrs. Kline,
John A. Beckert, Mayer and Miars) consists of a base salary, an incentive bonus
and stock option grants. Base salary levels were established in 1997 after the
extensive growth of Bristol Hotel Company in connection with the acquisition of
60 owned and managed Holiday Inn hotels from Bass Hotels and Resorts.
Messrs. Kline and Beckert entered into employment agreements with the
Company that expire in 2001, and provide for the payment of an annual base
salary of at least $450,000 and certain severance benefits upon termination by
the Company without cause. Salaries for 1998 were based on the 1997 levels plus
merit increases. The Committee reviews salaries of the executive officers from
time-to-time by comparison to executives at other companies, both inside and
outside the lodging industry, and through overall assessments of the
performance of each executive.
Under the bonus program for the Company's executive officers in 1998,
each officer was eligible to receive an incentive award of up to 50% of his
base salary. The bonus program included three components: Company (and its
predecessor, Bristol Hotel Company) earnings before interest, taxes,
depreciation and amortization ("EBITDA") (40% of the bonus potential), combined
property quality scores (10% of the bonus potential), and the achievement of
individualized subjective goals (50% of the bonus potential). The objective
components were measured in two six month increments, consistent with all other
managers in the Company. Bonus payments were made after the conclusion of the
year.
For 1998, the EBITDA objectives were achieved for the first six months
of the year, but were not achieved for the second six months, and the property
quality score objectives were achieved for the second six months of the year,
but not for the first six months. The executive officers (excluding Mr. Miars)
were each awarded 100% of their subjective criteria based on an individual
assessment of their achievements during the year. As a result, the bonus
program formula indicated a 37.5% of base salary bonus for each of the
executive officers (29.5% for Mr. Miars). Upon consideration of the successful
completion of the spin-off and merger transaction from BHC during the year, Mr.
Mayer was awarded a special 15% of base salary additional bonus.
No stock option or other stock-based awards were made to any of the
executive officers under the 1998 Equity Incentive Plan during calendar year
1998. It is the Committee's belief that the level of stock ownership and/or
option grants from previous years were adequate to ensure that the executive
officers are aligned with the goals and objectives of the Company's
stockholders. The Committee anticipates making further stock based awards to
the executive officers in 1999 and future years.
14
<PAGE> 15
The Company believes that the compensation paid to its executive officers
during 1998 is deductible to the Company for federal income tax purposes. In
determining executive compensation in the future, the Committee presently
intends to consider, among other factors, whether such compensation will be
deductible for federal income tax purposes.
Respectfully submitted,
Thomas R. Oliver
Kurt C. Read
Reginald K. Brack, Jr., Chairman
15
<PAGE> 16
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Mr. Oliver, a current member of the Compensation Committee, is
Chairman and Chief Executive Officer of BHR. The Company, through its
subsidiaries, has entered into franchise agreements with affiliates of Bass,
which generally require the payment of franchise fees equal to 5% of room
revenues. From Inception until December 31, 1998, the Company paid $18.0
million to affiliates of Bass, including $11.2 million for franchise royalty
and marketing fees, and $2.3 million for frequent guest program fees. The
balance of the fees paid were for the reservation system and other amounts due
under the franchise agreements.
During the period from the Inception to December 31, 1998, no
executive officer of the Company served as a member of the board of directors
or compensation committee of any entity that has one or more executive officers
serving as a member of the Company's Board of Directors or Compensation
Committee.
16
<PAGE> 17
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total
stockholder return on its common stock from the date the Company's common stock
was first traded as a public company through December 31, 1998, with the
Standard & Poor's 500 Stock Index and a peer group consisting of three publicly
traded lodging companies that lease and manage, but do not typically own,
hotels. Due to the relatively few publicly traded lodging companies that do not
also own hotels, two of these companies are associated with a brand and the
third, like the Company, is not associated with a brand. The Peer Group
consists of Marriott International, Inc., Promus Hotel Corporation and Meristar
Hotels & Resorts, Inc.
COMPARISON OF 5 MONTH CUMULATIVE TOTAL RETURN
AMONG BRISTOL HOTELS & RESORTS, THE S & P 500 INDEX
AND A PEER GROUP
[GRAPH]
<TABLE>
<CAPTION>
7/28/98 9/30/98 12/31/98
<S> <C> <C> <C>
Bristol Hotels & Resorts 100.00 64.55 89.09
Peer Group 100.00 70.52 84.80
S&P 500 Index 100.00 90.25 109.47
</TABLE>
17
<PAGE> 18
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Pre-emptive Rights. Bass and Holdings have the right, in connection
with any offering of equity securities of the Company in excess of $10 million,
to purchase on the same terms as such offering a sufficient number of the
Company's shares to maintain their respective percentage ownership of the
Company's shares immediately prior to such offering. This right does not apply
if such acquisition would violate rules which prohibit a stockholder from
owning 10% or more of the outstanding shares of a Real Estate Investment Trust
and a related tenant at the same time. This right will expire for Bass or
Holdings if that stockholder fails to exercise the right three times, or if it
owns less than 25% of its initial shares of Company. Mr. Whitman and Mr. Read
are executive officers of The Hampstead Group, an affiliate of Holdings. Mr.
Oliver is Chairman and Chief Executive Officer of BHR, an affiliate of Bass.
Board Representation and Voting. Bass and Holdings are entitled to
nominate one director for election to serve on the Company's Board for so long
as it owns at least 25% of the Company's shares it owned at the time of the
Company's spin-off from BHC, after taking into consideration the Company's
redemption of the Bass shares that exceeded 9.9% of the outstanding Company
shares. Both Bass and Holdings agree to vote for the other's designee for so
long as they both own at least 25% of their initial shares. The Board includes
two members, Mr. Read and Mr. Oliver, originally nominated to the BHC Board by
Bass and Holdings, respectively. Mr. Whitman and Mr. Read are executive
officers of The Hampstead Group, an affiliate of Holdings. Mr. Oliver is
Chairman and Chief Executive Officer of BHR, an affiliate of Bass.
Holiday Inn Franchise Arrangements. The Company has agreed with
affiliates of Bass, to add 8,700 Holiday-branded rooms to its portfolio of
owned or operated hotels over the next five years. If the Company fails to meet
certain threshold targets for adding rooms over that period, it will be
required to pay damages in accordance with a specified formula unless certain
exceptions apply. The Company's obligation will terminate upon the earlier to
occur of (i) six months after notice of termination by BHR of its obligation to
offer the Company acquisition and development opportunities, or (ii) the date
when affiliates of Bass no longer hold a controlling equity interest in the
entity that franchises Holiday Inn Hotel brands or in the entity that directly
or indirectly holds the intellectual property rights related to the Holiday
Inn, Holiday Inn Select, Holiday Inn Express or Crowne Plaza brands.
The Company, or one of its subsidiaries, has entered into franchise
agreements with affiliates of Bass which generally require the payment of
franchise fees equal to 5% of room revenues. From Inception until December 31,
1998, the Company paid $18.0 million to affiliates of Bass, including $11.2
million for franchise royalty and marketing fees and $2.3 million for frequent
guest program fees. The balance of the fees paid were for the reservation
system and other amounts due under the franchise agreements.
Right of First Offer for New Opportunities. Affiliates of Bass have
agreed to offer the Company any opportunity it has to acquire or develop a
midscale lodging facility located in the
18
<PAGE> 19
United States or Canada. They will be permitted, however, to terminate such
obligations at any time after October 28, 1998, upon six months' advance notice
to the Company, and manage and develop an unlimited number of hotels in the
United States and Canada for research and training other than in the same
geographic markets as the Company's hotels. If they propose to sell any
research and training hotel that it owns, it must first offer to sell such
hotel to the Company. Mr. Oliver, a member of the Compensation Committee, is
Chairman and Chief Executive Officer of BHR, an affiliate of Bass.
FelCor Lodging Trust, Incorporated ("FelCor"), or one of its
subsidiaries, is the owner of 102 of the hotels which the Company leases, and
owns a 50% joint venture interest in a hotel operated by the Company. Holdings
and Bass each hold a 14.2% interest in FelCor. Donald J. McNamara is FelCor's
Chairman of the Board and is also Chairman of The Hampstead Group, an affiliate
of Holdings. Richard C. North is a FelCor director and an officer of Bass plc,
Bass' parent company.
19
<PAGE> 20
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock as of the close of business
on March 15, 1999 by (i) each person known to the Company to own beneficially
more than 5% of the Company's common stock, (ii) each director and Named
Executive Officer of the Company, and (iii) all directors and executive
officers of the Company as a group. Except as otherwise indicated, the address
of the individuals named in the table is 14295 Midway Road, Addison, Texas
75001. For purposes of the table, a person or group of persons is deemed to
have "beneficial ownership" of any shares as of a given date which such person
has the right to acquire within 60 days after such date.
<TABLE>
<CAPTION>
Beneficial Ownership
-------------------------------------------
Number of Percentage of
Shares Owned Outstanding Shares
------------ ------------------
<S> <C> <C>
United/Harvey Holdings, L.P.............................. 7,029,836 39.54%
4200 Texas Commerce Tower
2200 Ross Avenue
Dallas, Texas 75201
Bass America, Inc........................................ 1,713,631 9.64%
20 North Audley Street
London, W1Y1WE
Baron Capital (1)........................................ 2,977,301 16.75%
767 Fifth Avenue, 24th Floor
New York, New York 10153
GeoCapital, LLC (2)...................................... 1,414,585 7.96%
767 Fifth Avenue, 45th Floor
New York, New York 10153-4590
J. Peter Kline (3)....................................... 732,550 4.12%
Robert L. Miars (4)...................................... 492,577 2.77%
John A. Beckert (3)...................................... 483,052 2.72%
Richard N. Beckert (5) .................................. 180,630 1.02%
Jeffrey P. Mayer (6)..................................... 77,125 *
David A. Dittman (7)..................................... 19,750 *
Reginald K. Brack, Jr. (8)............................... 43,411 *
</TABLE>
20
<PAGE> 21
<TABLE>
<CAPTION>
Beneficial Ownership
-----------------------------------------
Number of Percentage of
Shares Owned Outstanding Shares
------------ ------------------
<S> <C> <C>
James J. Pinto (9)....................................... 57,385 *
Thomas R. Oliver......................................... -- --
Robert A. Whitman........................................ -- --
Kurt C. Read............................................. -- --
All directors and executive officers
as a group (11 persons)................................ 2,086,480 11.74%
</TABLE>
Legend:
* Less than 1%
(1) As reported to the Company by Baron Capital as of March 15,
1999.
(2) As reported on Schedule 13G filed with the SEC February 10,
1999, effective December 31, 1998.
(3) Includes 3,750 shares which Messrs. Kline and Beckert each
have the right to acquire through the exercise of options.
(4) Includes 5,500 shares which Mr. Miars has the right to
acquire through the exercise of options.
(5) Mr. Richard N. Beckert left the Company on August 15, 1998.
(6) Includes 57,125 shares which Mr. Mayer has the right to
acquire through the exercise of options.
(7) Includes 19,750 shares which Mr. Dittman has the right to
acquire through the exercise of options, of which 8,500 vest
concurrent with the 1999 Annual Meeting.
(8) Includes 11,013 shares which Mr. Brack has the right to
acquire through the exercise of options, of which 9,783 vest
concurrent with the 1999 Annual Meeting.
(9) Includes 8,500 shares which Mr. Pinto has the right to
acquire through the exercise of options, which vest
concurrent with the 1999 Annual Meeting.
21
<PAGE> 22
SECTION 16(a) COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act"), as amended, requires directors and executive officers of the Company,
and persons who own more than 10% of the issued and outstanding shares of
common stock, to file reports of ownership and changes in ownership with the
SEC. Directors, executive officers and greater than 10% stockholders are
required by the SEC to furnish the Company with copies of all Section 16(a)
forms they file.
All Section 16(a) reports were timely filed except a Form 4 report
which was not filed for Messrs. Kline and Beckert arising out of the purchase
of certain shares of the Company's stock in September 1998, and a Form 5 report
with respect thereof was filed late.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)
Upon the recommendation of the Audit Committee, the Board unanimously
selected, subject to ratification by the Company's stockholders, Arthur
Andersen LLP to continue to serve as independent accountants for the Company
and its subsidiaries for the year ending December 31, 1999.
The Company has been advised that representatives of Arthur Andersen
LLP will be present at the Annual Meeting to respond to appropriate questions
and will have the opportunity to make a statement, if they wish to do so.
The Board recommends a vote FOR ratification of the appointment of
Arthur Andersen LLP as independent accountants.
OTHER
The Board does not know of any business to be presented for
consideration at the Annual Meeting or any adjournment thereof other than as
stated in the Notice of Annual Meeting. The affirmative vote of the holders of
a majority of the shares of common stock represented at the Annual Meeting or
any adjournment would be required with respect to any such other matter that is
properly presented and brought to a stockholder vote.
GENERAL
Proxy Solicitation
The costs of this solicitation will be borne by the Company. In
addition to soliciting proxies by mail, directors, executive officers and
employees of the Company, without receiving additional compensation, may
solicit proxies by telephone, telegram, or in person. Arrangements will also be
made with brokerage firms and other custodians, nominees and fiduciaries to
forward solicitation materials to the beneficial owners of shares of the common
stock, and the Company will reimburse such brokerage firms and other
custodians, nominees and fiduciaries for reasonable out-of-pocket expenses
incurred by them in connection with forwarding such materials.
22
<PAGE> 23
Stockholder's Proposals For 2000 Annual Stockholders Meeting
If any stockholder of the Company intends to present a proposal for
consideration at the 2000 Annual Meeting of Stockholders and wishes to have
such proposal in the proxy statement and form of proxy distributed by the Board
of Directors with respect to such meeting, such proposal must be received at
the Company's principal executive offices, 14295 Midway Road, Addison, Texas
75001, Attn: Lynn Marie Lucier, Corporate Secretary by December 21, 1999, and
submitted in compliance with the Company's Bylaws and requirements of
Regulation 14A (including Rule 14a-8) of the Securities Exchange Act of 1934,
as amended.
Pursuant to Rule 14a-4 of the Exchange Act, the Company may exercise
discretionary voting authority at the 2000 Annual Meeting under proxies it
solicits to vote on a proposal made by a stockholder that the stockholder does
not seek to include in the Company's proxy statement pursuant to Rule 14a-8,
unless the Company is notified about the proposal no later than March 6, 2000
(assuming that the Company's 2000 Annual Meeting of Stockholders is held on a
date that is within 30 days from the date on which the 1999 Annual Meeting was
held), and the stockholder satisfies the other requirements of Rule 14-4(c).
Additional Information
The following documents filed with the Commission by the Company (File
No. 1-14047) pursuant to the Exchange Act are incorporated by reference in this
Proxy Statement:
1. Bristol Hotels & Resorts Annual Report on Form 10-K for the
year ended December 31, 1998.
All documents and reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Proxy
Statement and prior to the date of the Annual Meeting will be deemed to be
incorporated by reference in this Proxy Statement and to be a part hereof from
the dates of filing of such documents or reports. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein will be
deemed to be modified or superseded for purposes of this Proxy Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded will not be deemed, except as so modified or superseded, to
constitute a part of this Proxy Statement.
/s/ Lynn Marie Lucier
LYNN MARIE LUCIER
Secretary
April 19, 1999
23
<PAGE> 24
BRISTOL HOTELS & RESORTS
1999 Annual Meeting of Stockholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BRISTOL BOARD
The undersigned holder of shares of Common Stock of Bristol Hotels &
Resorts ("Bristol") hereby appoints Lynn Marie Lucier, J. Peter Kline and
Jeffrey P. Mayer, and each of them, jointly and severally and with full power
of substitution and resubstitution, as proxies of the undersigned, to represent
and vote, as designated on the reverse and in accordance with their judgment,
all of the Bristol Common shares held of record by the undersigned on April 14,
1999, at the Annual Meeting of Stockholders of Bristol to be held on Tuesday,
May 11, 1999, and at any and all postponements and adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS INDICATED, THIS
PROXY WILL BE VOTED "FOR" THE PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR
ANDERSEN LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS AND TO ELECT THE THREE
LISTED NOMINEES AS DIRECTORS, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSON
OR PERSONS VOTING THE PROXY WITH RESPECT TO ANY OTHER BUSINESS THAT MAY
PROPERLY COME BEFORE THE MEETING.
(Continued, and to be dated and signed, on the other side)
<PAGE> 25
[ ] Please mark votes as in this example
(1) To elect three directors to serve for three-year terms, expiring 2002;
Nominees: John A. Beckert
J. Peter Kline
Robert A. Whitman
[ ] FOR the nominees listed [ ] WITHHOLD AUTHORITY to
to right (except as vote or the nominees
marked to the contrary listed to right
below)
(INSTRUCTION: To withhold authority to vote for any nominee, write
that nominee's name on the space provided below.)
----------------------------------------------------------------------
(2) To ratify the appointment of Arthur Andersen LLP as the Company's
independent accountants; and
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) To transact any other business which may properly be brought before
the Annual Meeting.
USING BLUE OR BLACK INK, PLEASE MARK, SIGN AND PROMPTLY RETURN THIS PROXY CARD
IN THE ENVELOPE PROVIDED.
Signature of Stockholder_______ Signature of Stockholder_______ Date ___, 1999
NOTE: This proxy should be dated, signed by the stockholder as his, her
or its name appears above, and returned promptly in the enclosed
envelope. Joint owners should each sign personally, and trustees
and others signing in a representative capacity should indicate
the capacity in which they sign.
