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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 27, 1996
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SIGNATURE INNS, INC.
(Exact name of Registrant as specified in charter)
Indiana 0-9659 35-1426996
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
250 East 96th Street, Suite 450, Indianapolis, Indiana 46240
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (317) 581-1111
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N/A
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
The Company issued the following press releases on September 27, 1996:
SEPTEMBER 27, 1996
SIGNATURE INNS, INC. ANNOUNCES ADOPTION OF SHAREHOLDER RIGHTS PLAN
In connection with its recently announced public offering of 3,300,000
shares of common stock (the "Offering"), Signature Inns, Inc. has adopted a
Shareholder Rights Plan and declared a dividend of one preferred stock
purchase right for each outstanding share of Signature Inns, Inc. common
stock.
Upon declaration by the Securities and Exchange Commission that the
Registration Statement filed in connection with the proposed Offering is
effective, shareholders, including shareholders purchasing common stock in the
Offering, will receive preferred stock purchase rights as a dividend at the
rate of one right for each share of common stock. The rights will expire ten
years after such date. Each right will initially entitle its holder to
purchase one-hundredth of a share of a new Series A Preferred Stock at a
pre-determined exercise price. Each right will become exercisable only upon
the occurrence of certain triggering events involving a non-board-approved
acquisition of a significant ownership position in the Company.
Upon becoming exercisable, each right will allow the holder (except the
person or group whose action has triggered the exercisability of the rights),
to buy, in lieu of shares of Series A Preferred Stock, Common Stock or other
securities of Signature Inns or securities of the acquiring company (depending
on the form of the transaction) having a value, in either case, of twice the
exercise price of the rights. The rights generally are redeemable by the
Board of Directors at a nominal price per right for a period of ten business
days following the occurrence of a triggering event.
The distribution of the rights is designed to deter coercive takeover
tactics and help prevent partial tender offers and other abusive tactics to
gain control of Signature Inns, Inc. without offering fair value to all
shareholders. The Shareholder Rights Plan in not intended to prevent a fully
financed and adequate offer for the Company. The Rights Plan was not adopted
in response to any specific attempt to acquire control of the Company and the
Company is not aware of any such effort.
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SIGNATURE INNS, INC. ANNOUNCES THE FILING OF REGISTRATION STATEMENT FOR PUBLIC
OFFERING
Signature Inns, Inc. announced today that it has filed with the
Securities and Exchange Commission a Registration Statement under the
Securities Act of 1933 for the offer and sale of 3,300,000 shares of the
Company's common stock. The $11.00 to $13.00 per share estimated public
offering price range is based upon an approximate 1-for-3.7 share reverse
stock split which the Company plans to declare in connection with the
offering. The split would reduce the number of shares currently outstanding
from 7,785,994 to 2,103,754 shares. If the public offering prices were based
on the current number of shares outstanding, rather than pro forma
post-reverse split number of shares, the equivalent range of estimated public
offering prices would be approximately $3.00 to $3.50 per share.
The Company anticipates that the Registration Statement will become
effective and the sale of stock to the public will commence in late 1996. The
Company intends to use the proceeds of the offering to acquire full ownership
of all the operating Signature Inn hotels which are now owned by various
partnerships in which the Company is the General Partner. McDonald & Company
Securities, Inc. of Cleveland, Ohio will act as the managing underwriter for
the offering. Prospectus relating to the offering may be obtained from:
McDonald & Company Securities, Inc., McDonald Investment Center, 800 Superior
Avenue, Cleveland, Ohio, 44114.
"A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This (communication)
shall not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any state in which such
offer, the solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state."
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Signature Inns, Inc. (Registrant)
By: s/
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John D. Bontreger, President and
Chief Executive Officer
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