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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(D)(1) or 13(E)(1) of
the Securities Exchange Act of 1934
(Final Amendment)
BRISTOL HOTELS & RESORTS
(Name of Subject Company)
BASS PLC
BHR NORTH AMERICA, INC.
(Bidders)
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Common Stock, $0.01 Par Value
(Title of Class of Securities)
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110041100
(Cusip Number of Class of Securities)
James L. Kacena
Bass Hotels & Resorts, Inc.
Three Ravina Drive, Suite 2900
Atlanta, Georgia 30346
Telephone: (770) 604-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Paul R. Kingsley
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Checkthe appropriate boxes below to designate any transactions to which the
statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|X| 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. |X|
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<PAGE>
TENDER OFFER
This Final Amendment ("Final Amendment") amends and supplements the Tender
Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO (the
"Schedule TO") originally filed on March 6, 2000, by BHR North America, Inc., a
Delaware corporation (the "Purchaser") and an indirect, wholly owned subsidiary
of Bass PLC, a corporation organized under the laws of England and Wales
("Parent"), relating to the offer by Purchaser to purchase all outstanding
shares of common stock, par value $0.01 per share (the "Shares") of Bristol
Hotels & Resorts, a Delaware corporation (the "Company"), at a price of $9.50
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 6, 2000 (the "Offer
to Purchase") and in the related Letter of Transmittal.
All capitalized terms used in this Final Amendment without definition have
the meanings attributed to them in the Schedule TO.
The items of the Schedule TO set forth below are hereby amended and
supplemented as follows:
Item 6. Interest in Securities of the Subject Company.
Item 6 is hereby amended and supplemented by adding to the end thereof the
following:
The Offer expired at 12:00 midnight, New York City time, on Friday, March
31, 2000. Based on a preliminary count by the Depositary, as of midnight, New
York City time, on Friday, March 31, 2000, 15,561,859 Shares were validly
tendered pursuant to the Offer, representing approximately 87.9% of the Shares
outstanding. Such tendered Shares, together with Shares owned by affiliates of
Parent, represent approximately 97.6% of the Shares outstanding. Pursuant to
the Offer, Purchaser has accepted for payment all such Shares validly tendered
according to the terms of the Offer.
Item 12. Materials to be Filed as Exhibits.
Item 12 is hereby amended and supplemented by adding the following
exhibit:
(a)(8) Text of Press Release issued by Parent on April 3, 2000.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 3, 2000
BHR NORTH AMERICA, INC.
By: /s/ Thomas Arasi
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Name: Thomas Arasi
Title: President
BASS AMERICA, INC.
By: /s/ Andrew F. Simpson
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Name: Andrew F. Simpson
Title: President
BASS PLC
By: /s/ Thomas Arasi
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Name: Thomas Arasi
Title: Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit No.
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(a)(8) Text of Press Release issued by Parent on April 3, 2000.
Exhibit (a)(8)
Bass PLC Completes Tender Offer for
Bristol Hotels & Resorts
London, England -- April 3, 2000 -- Bass PLC announced today that its
tender offer to purchase all outstanding shares of Bristol Hotels & Resorts
(NYSE: BH) at $9.50 per share in cash expired at 12:00 midnight, New York City
time on Friday, March 31, 2000. Bass has accepted for payment all Bristol
shares validly tendered and not withdrawn as of the expiration of the offer.
Based on a preliminary count by the depositary for the offer,
15,561,859 shares of Bristol (representing approximately 87.9% of the
outstanding shares) were tendered pursuant to the offer and not withdrawn
(including shares tendered pursuant to a guarantee of delivery). Such tendered
shares, together with Shares owned by affiliates of Bass, represent
approximately 97.6% of the outstanding shares of Bristol. Payment for the
shares accepted for payment is expected to be made promptly.
The tender offer will be followed by a merger of BHR North America,
Inc., an indirect wholly owned subsidiary of Bass, with and into Bristol.
Pursuant to the merger, those Bristol stockholders who did not tender their
shares in the offer and who do not seek appraisal rights of their shares
pursuant to applicable provisions of Delaware law will have their shares
converted into the right to receive $9.50 per share net to the stockholder in
cash. Upon completion of the merger, Bristol will become an indirect, wholly
owned subsidiary of Bass. Bass plans to proceed promptly with the steps
necessary to complete the merger.
Bass Hotels & Resorts(R) [LON:BAS, NYSE:BAS (ADRs)], the hotel
business of Bass PLC of the United Kingdom, operates or franchises more than
2,800 hotels and 450,000 guest rooms in more than 90 countries and territories.
The following are some of the service marks owned by Bass Hotels & Resorts,
Inc., its subsidiaries or affiliates: Holiday Inn(R), Crowne Plaza(R), Holiday
Inn Express(R), Holiday Inn Select(R), Holiday Inn Garden CourtSM, Holiday Inn
SunSpree(R) Resorts, Staybridge Suites(R) , Holidex(R), Priority Club(R)
Worldwide, Inter-Continental(R), Forum(R), and Six Continents Club(R) . Bass
Hotels & Resorts, Inc. offers information and reservations capability on the
Internet - www.basshotels.com, www.interconti.com for Inter-Continental Hotels
and Resorts, www.crowneplaza.com for Crowne Plaza Hotels and Resorts,
www.holiday-inn.com for Holiday Inn hotels, www.hiexpress.com for Holiday Inn
Express hotels, and www.staybridge.com for Staybridge Suites.
Dallas-based Bristol Hotels & Resorts (NYSE: BH) is one of the largest
independent hotel operators in the United States and operates the largest
number of Bass Hotels & Resorts branded hotels in the world. Bristol's 112
hotels include nearly 30,000 rooms in 24 states and Canada. Bristol offers
additional information and reservations capability on the Internet -
www.bristolhotels.com.
