CRESTLINE CAPITAL CORP
DEFA14A, 2000-06-19
HOTELS & MOTELS
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<PAGE>

                SOURCE:  CRESTLINE CAPITAL CORPORATION WEBSITE
                        URL:  WWW.CRESTLINECAPITAL.COM
                              ------------------------
                             DATE:  June 19, 2000

1Q:  Was the proposal approved to effect a reverse 1-for-100 stock split
followed by a forward 100-for-1 stock split?
1A:  Yes, Crestline's stockholders approved the proposal on May 18, 2000.

2Q:  What is the record date for the transaction and when will the transaction
occur?
2A:  The record date and the transaction date are the same, June 23, 2000.  The
transaction will be completed after the close of business on Friday, June 23,
2000.

3Q:  How does the reverse 1-for-100 stock split portion of the transaction work?
3A:  At 6:00 p.m. on Friday, June 23, 2000, all shares held by registered
stockholders are subject to a reverse 1-for-100 stock split.  Any registered
stockholder who holds fewer than 100 shares of Crestline stock in a record
account at that time would receive a cash payment instead of a fractional share.
Crestline's Board of Directors approved the transaction and is electing to pay
cash for the cashed-out shares by purchasing them.

4Q:  How does the forward 100-for-1 stock split portion of the transaction work?
4A:  At 6:01 p.m. on June 23, 2000, all shares held by stockholders who are not
cashed-out in the reverse split are subject to a 100-for-1 forward stock split,
returning these stockholders to their original position.  Stockholders that are
not cashed-out will not have to exchange certificates.

5Q:  I hold more than 100 shares of Crestline in a registered account.  How will
I be impacted?
5A:  You will not be impacted by this transaction because you hold more than 100
shares in a registered account.

6Q:  I hold my shares in street name through a nominee (such as a bank or
broker).  How will I be impacted?
6A:  The Company does not intend for this transaction to affect stockholders
holding Company common stock in street name through a nominee (such as a bank or
broker).  However, nominees may have different procedures and stockholders
holding Company common stock in street name should contact their nominees to
determine whether they will be affected by the transaction.

7Q:  What if I hold fewer than 100 shares in a record account but I don't want
to be cashed-out of my holdings in Crestline?
7A:  The proposal to approve this transaction was included in Crestline's 2000
Proxy Statement which was mailed on April 13, 2000 to all Crestline
stockholders.  A majority of stockholders entitled to vote at the Annual Meeting
approved the proposal.  In the Proxy Statement, stockholders were informed of
ways to avoid being cashed-out by the transaction.  For example, registered
stockholders with small accounts can (1) deposit their shares into a brokerage
account by June 23, 2000; or (2) purchase additional shares of Crestline stock
through a bank or broker and consolidate accounts so that they hold 100 or more
shares in their account(s) as of June 23, 2000.  If a stockholder chooses to
purchase additional shares in order to avoid being cashed-out, the stockholder
must obtain the new certificate in exactly the same form as the old certificate
and must instruct The Bank of New York to consolidate the multiple accounts into
one account. You must complete the consolidation prior to June 23, 2000.
<PAGE>

8Q:  I own more than 100 shares in total, but I have several different record
accounts with less than 100 shares in each.  Will I still be cashed-out?
8A:  Yes, unless you instruct The Bank of New York to consolidate your multiple
accounts into one account.  The name, address and social security numbers must
be identical on each account in order to do this.  You must complete the
consolidation prior to June 23, 2000.

9Q:  How will the value of the cashed-out shares be determined?
9A:  The value of the cashed-out shares will be based upon the average daily
closing price per share of Crestline stock on the New York Stock Exchange for
the 10 trading days immediately preceding and including June 23, 2000, without
interest.

10Q:  What am I required to do in order to receive the cash for my holdings?
When will I be paid for my cashed-out shares?
10A:  Cashed-out stockholders will receive a Letter of Transmittal from
Crestline's Exchange Agent, The Bank of New York, in early July.  You must
follow the instructions on the Letter of Transmittal including signing the
Letter and enclosing your stock certificate (unendorsed) in the pre-addressed,
postage-paid, fully insured envelope that will be provided.  Once The Bank of
New York has received your stock certificate and Letter of Transmittal in good
order, you should receive your check within 3 to 4 weeks.

11Q:  I own less than 100 shares in several different accounts.  How will each
account be cashed-out?
11A:  You will receive separate mailings and after your paperwork is in order,
you will receive separate checks for each cashed-out account.  The Company does
not intend for the transaction to affect shares held in a brokerage account.

12Q:  Is this a taxable event?
12A:  The cash you receive for the value of a fractional share is a taxable
transaction.  A 1099-B tax statement will be provided with your proceeds check.
If you acquired your shares as a distribution from Host Marriott Corporation on
December 28, 1998, your basis should be $15.30 per share.  A copy of the letter
sent to Host Marriott Corporation stockholders following the distribution can be
found on this website under the News/Press Releases tab dated January 12, 1999.
If you purchased your shares in the open market, your basis should be the amount
you paid for your shares.  Please consult your tax advisor if you acquired your
shares in another manner such as by gift or inheritance or if you need
additional assistance.

13Q:  Who should I contact if I have additional questions?
13A:  A detailed description of this transaction is contained on pages 27-36 of
Crestline's Proxy Statement, which was mailed to you on April 13, 2000, and
which can be accessed via this website under the Investor Relations/SEC Filings
tab.  If after reading the Proxy Statement you have additional questions, please
contact the Exchange Agent, The Bank of New York, toll free at 1-877-547-0781.
Telephone representatives are available Monday through Friday, 8 a.m. to 8 p.m.
New York time.
<PAGE>

                SOURCE:  CRESTLINE CAPITAL CORPORATION WEBSITE
                        URL:  WWW.CRESTLINECAPITAL.COM
                              ------------------------
                             DATE:  June 26, 2000

1Q:  What is the fair market value of the cashed-out shares?
1A:  $______ per share.  The fair market value of the cashed-out shares was
based upon the average daily closing price per share of Crestline stock on the
New York Stock Exchange for the 10 trading days immediately preceding and
including June 23, 2000.

2Q:  What am I required to do in order to receive the cash for my holdings?
When will I be paid for my cashed-out shares?
2A:  Cashed-out stockholders will receive a Letter of Transmittal from
Crestline's Exchange Agent, The Bank of New York, in early July.  You must
follow the instructions on the Letter of Transmittal including signing the
Letter and enclosing your stock certificate (unendorsed) in the pre-addressed,
postage-paid, fully insured envelope that will be provided.  Once The Bank of
New York has received your stock certificate and Letter of Transmittal in good
order, you should receive your check within 3 to 4 weeks.

3Q:  Is this a taxable event?
3A:  The cash you receive for the value of a fractional share is a taxable
transaction.  A 1099-B tax statement will be provided with your proceeds check.
If you acquired your shares as a distribution from Host Marriott Corporation on
December 28, 1998, your basis should be $15.30 per share.  A copy of the letter
sent to Host Marriott Corporation stockholders following the distribution can be
found on this website under the News/Press Releases tab dated January 12, 1999.
If you purchased your shares in the open market, your basis should be the amount
you paid for your shares.  Please consult your tax advisor if you acquired your
shares in another manner such as by gift or inheritance or if you need
additional assistance.

4Q:  Was the proposal approved to effect a reverse 1-for-100 stock split
followed by a forward 100-for-1 stock split?
4A:  Yes, Crestline's stockholders approved the proposal on May 18, 2000.

5Q:  What was the record date of the transaction and when did the transaction
occur?
5A:  The record date and the transaction date were the same, June 23, 2000.  The
transaction was completed after the close of business on Friday, June 23, 2000.

6Q:  How did the reverse 1-for-100 stock split portion of the transaction work?
6A:  At 6:00 p.m. on Friday, June 23, 2000, all shares held by registered
stockholders were subject to a reverse 1-for-100 stock split.  Any registered
stockholder who held fewer than 100 shares of Crestline stock in a record
account at that time would receive a cash payment instead of a fractional share.
Crestline's Board of Directors approved the transaction and elected to pay cash
for the cashed-out shares by purchasing them.

7Q:  How did the forward 100-for-1 stock split portion of the transaction work?
7A:  At 6:01 p.m. on June 23, 2000, all shares held by stockholders who were not
cashed-out in the reverse split were subject to a 100-for-1 forward stock split,
returning these stockholders to their original position.  Stockholders that were
not cashed-out do not have to exchange certificates.



<PAGE>

8Q:  I hold more than 100 shares of Crestline in a registered account.  How was
I impacted?
8A:  You were not impacted by this transaction because you held more than 100
shares in a registered account.

9Q:  I hold my shares in street name through a nominee (such as a bank or
broker).  How was I impacted?
9A:  The Company did not intend for this transaction to affect stockholders
holding Company common stock in street name through a nominee (such as a bank or
broker).  Unless you contacted your nominee to participate in the transaction,
your shares are unaffected.

10Q:  I own more than 100 shares in total, but I have several different record
accounts with less than 100 shares in each.  Was I still cashed-out?
10A:  Yes, unless, per your instruction, The Bank of New York successfully
consolidated your multiple accounts into one account before June 23, 2000.

11Q:  I own less than 100 shares in several different accounts.  How will each
account be cashed-out?
11A:  You will receive a separate mailing for each account.  Once The Bank of
New York receives your paperwork in good order, you will receive a separate
check for each cashed-out account. The Company does not intend for the
transaction to affect shares held in a brokerage account.

12Q:  Who should I contact if I have additional questions?
12A:  A detailed description of this transaction is contained on pages 27-36 of
Crestline's Proxy Statement, which was mailed to you on April 13, 2000, and
which can be accessed via this website under the Investor Relations/SEC Filings
tab.  If after reading the Proxy Statement you have additional questions, please
contact the Exchange Agent, The Bank of New York, toll free at 1-877-547-0781.
Telephone representatives are available Monday through Friday, 8 a.m. to 8 p.m.
New York time.





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