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UNITED STATES
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
BRISTOL HOTELS & RESORTS
(Name of Subject Company)
BASS PLC
BHR NORTH AMERICA, INC.
(Bidders)
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, GA 30346
Telephone: (770) 604-2348
(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
|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.
|_| 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. |_|
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<PAGE>
BASS PLC AND BRISTOL HOTELS & RESORTS ANNOUNCE MERGER
AGREEMENT FOR PURCHASE OF ALL OUTSTANDING SHARES OF BRISTOL
HOTELS & RESORTS' COMMON STOCK AT $9.50 PER SHARE
ATLANTA (February 28, 2000) - Bass PLC [LON:BAS, NYSE:BAS (ADRs)], and Bristol
Hotels & Resorts, Inc. (NYSE:BH) jointly announced today that they have entered
into a definitive merger agreement pursuant to which Bass, parent company of
Bass Hotels & Resorts, will acquire Bristol at a price of $9.50 per share
pursuant to a tender offer. The board of directors of Bristol has approved the
transaction and resolved to recommend that Bristol shareholders accept the
offer. United/Harvey Holdings, L.P., a 39% stockholder of Bristol, has entered
into an agreement with Bass to accept the offer and tender its shares.
Pursuant to the merger agreement, Bass will promptly commence a cash tender
offer for all outstanding shares of common stock of Bristol. The offer is
conditioned upon, among other things, Bass acquiring in the offer a majority of
the outstanding Bristol shares (counting the 9.9% of the outstanding Bristol
shares currently held by a Bass subsidiary). In the merger following the tender
offer, each share of Bristol common stock not acquired pursuant to the offer
will be converted into the right to receive $9.50 in cash. The total purchase
consideration for the Bristol shares not already owned by Bass is $157 million.
Dallas-based Bristol presently leases and/or manages 112 hotels. 59 of these
properties trade under the Holiday Inn brand name, 18 hotels under the Crowne
Plaza brand name, 6 hotels under the Holiday Inn Express brand name and 29 other
hotels. 100 of these hotels are operated under leases with FelCor Lodging Trust
Inc.
Thomas R. Oliver, Chairman and Chief Executive of Bass Hotels & Resorts
commented that, "This acquisition further strengthens the hotel management and
sales capabilities of Bass in the North American market. We see significant
growth prospects in such a marriage of strong brands and expert management
systems. We also believe that our extensive hotel franchisee community will
appreciate and applaud this added support and commitment we are providing to our
brands." Mr. Oliver went on to comment, "Bristol's people are talented and their
operations are well managed. We are proud to have this opportunity to include
them in our business."
Following the acquisition, Bass Hotels & Resorts anticipates significant
benefits from synergies in administration and operations. The acquisition is
expected to be accretive to Bass earnings in the first full year.
J. Peter Kline, Chairman and CEO of Bristol Hotels & Resorts said, "It is clear
to us that Bass is destined to be a dominant force in the rapidly-consolidating,
global hotel industry. By integrating Bristol into Bass Hotels & Resorts, our
employees will enjoy increased career opportunities and our shareholders will
realize the true value of our outstanding operating organization. We look
forward to a smooth integration and believe the Bristol organization will be a
major contributor to the accomplishment of Bass' goals."
The tender offer is being made pursuant to definitive tender offer materials
that will be distributed to Bristol stockholders and filed with the Securities
and Exchange Commission.
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
<PAGE>
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.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of the company. At the time the offer is commenced, Bass PLC and
BHR North America, Inc. will file a tender offer statement with the U.S.
Securities and Exchange Commission and Bristol will file a
solicitation/recommendation statement with respect to the offer. The tender
offer statement (including an offer to purchase, a related letter of transmittal
and other offer documents) and the solicitation/recommendation statement will
contain important information which should be read carefully before any decision
is made with respect to the offer. The offer to purchase, the related letter of
transmittal and certain other offer documents, as well as the
solicitation/recommendation statement, will be made available to all
shareholders of the company at no expense to them. The tender offer statement
(including the offer to purchase, the related letter of transmittal and all
other offer documents filed with the Commission) and the
solicitation/recommendation statement will also be available for free at the
Commission's website at www.sec.gov.
