SEC 1746 (9-88) 1 of 11
Draft: 1.25.91
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
BRISTOL HOTELS & RESORTS, INC.
(Name of Issuer)
COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
-----------------------
110041100
(CUSIP Number)
BASS PLC
BASS AMERICA INC.
(Names of Persons Filing Statement)
PAUL R. KINGSLEY
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Tel. No.: (212) 450-4000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 27, 1998
(Date of Event which Requires Filing of
this Statement)
-----------------------
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
Check the following box if a fee is being paid with this statement: [ ]
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SCHEDULE 13D
CUSIP No. 110041100 Page 2 of 10 Pages
- --------------------- ------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BASS PLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UK
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
8 SHARED VOTING POWER
1,713,629
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,713,629
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,629
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 110041100 Page 3 of 10 Pages
- --------------------- ---------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BASS AMERICA INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
8 SHARED VOTING POWER
1,713,629
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,713,629
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,629
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer.
The name of the issuer is Bristol Hotels & Resorts, Inc. (the "Issuer").
The Issuer is organized under the laws of the State of Delaware and its
principal executive offices are located at 14295 Midway Road, Suite 300, Dallas,
Texas 75244. The class of equity securities to which this statement relates are
shares of the common stock, par value $.01 per share, of the Issuer (the "Common
Stock").
Item 2. Identity and Background.
The name of the persons filing this statement are Bass America, Inc., a
Delaware corporation ("BAI"), and Bass plc, an English public limited company
("Bass"), (BAI and Bass together, the "Reporting Persons").
The address of the principal business and the principal office of BAI is
1105 North Market Street, Suite 1046, Wilmington, Delaware 19801. The name,
business address, present principal occupation or employment, and citizenship of
each director and executive officer of BAI is set forth on Schedule A.
The address of the principal business and the principal office of Bass is
20 North Audley Street, London W1Y1WE. The name, business address, present
principal occupation or employment, and citizenship of each director of Bass is
set forth on Schedule B.
Bass is a public limited company organized under the laws of the United
Kingdom that is the ultimate parent of BAI. BAI provides financing to certain
United States subsidiaries of Bass. Prior to the spin-off referred to below, BAI
owned 6,970,022 shares of common stock, $0.01 par value of Bristol Hotel
Company, a Delaware corporation ("Bristol").
During the last five years, none of the Reporting Persons, nor any other
person controlling, controlled by or under common control with the Reporting
Persons, nor, to the best of each of their knowledge, any of the persons listed
on Schedules A and B attached hereto, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
BAI beneficially acquired the shares of Common Stock reported hereunder on
July 27, 1998 pursuant to the spin-off (the "Spin-Off") of all of the shares of
the Issuer's Common Stock by Bristol Hotel Company ("Bristol"). The Issuer was a
wholly-owned direct subsidiary of Bristol prior to the Spin-Off. The Spin-Off
was effected in connection with the merger (the "Merger") of Bristol with and
into FelCor Suite Hotels, Inc., thereafter renamed FelCor Lodging Trust
Incorporated. The Spin-Off and the Merger are described in more detail in a
Registration Statement on Form 10 (the "Registration Statement"), as amended,
filed by the Issuer with the Commission on June 19, 1998 (SEC File No.
001-14047). The Registration Statement is incorporated herein by reference. In
the Spin-Off, each shareholder of Bristol received one share of Common Stock for
every two shares of the common stock of Bristol owned by such shareholder at the
time the Spin-Off occurred. Immediately, following the Spin-Off, the Issuer
repurchased the shares Common Stock owned by BAI and an affiliate of Bass that
was in excess of 9.9% of the outstanding Common Stock (the "Repurchase"). At the
time of the Spin-Off, Bristol was a reporting company under the Securities
Exchange Act of 1934, as amended, (the "Exchange Act"), and the Reporting
Persons had previously filed with the Commission on May 8, 1997 a Schedule 13D
under the Exchange Act to report their respective ownership of shares of the
common stock of Bristol. This Schedule 13D reflects the Reporting Persons'
ownership of the shares of the Common Stock that the Reporting Persons received
as a result of the consummation of the Spin-Off and which the Reporting Persons
continued to beneficially own after the completion of the Repurchase.
Item 4. Purpose of Transaction.
As noted above, the Reporting Persons acquired their beneficial ownership
of Common Stock in connection with the Spin-Off (and after giving effect to the
Repurchase). The Reporting Persons currently own such Common Stock for
investment purposes. The Reporting Persons have no plans or proposals which
relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)(i) BAI has acquired and, for the purpose of Rule 13d-3 promulgated
under the Exchange Act, beneficially owns 1,713,629 shares of Common Stock,
representing approximately 9.7% of the outstanding Common Stock; and
(a)(ii) Bass, the indirect parent of BAI, for purposes of Rule 13d-3
promulgated under the Exchange Act, beneficially owns 1,713,629 shares of Common
Stock (the shares acquired by BAI), representing approximately 9.7% of the
outstanding Common Stock.
Except as set forth in this Item 5(a), none of the Reporting Persons, nor
any other person controlling, controlled, by or under common control with, the
Reporting Persons, nor, to the best of their knowledge, any persons named in
Schedules A and B hereto owns beneficially any Common Stock.
(b)(i) BAI has shared power to vote and to dispose of 1,713,629 Shares.
(b)(ii) Bass has shared power to vote and to dispose of 1,713,629 Shares.
(c) None other than the transactions described in Item 3.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
At the time of the Spin-Off, the Reporting Persons entered into a
Stockholders' Agreement with the Issuer and another stockholder of Bristol (the
"Other Stockholder"), which requires the Other Stockholder and BAI and
affiliates of Bass to which Common Stock has been transferred (BAI and such
affiliates together, the "Bass Entities") to vote their Common Stock and take
all other necessary action to insure that one designee of the Other Stockholder,
on the one hand, and of the Bass Entities collectively, on the other hand, is
elected to the Issuer's Board of Directors. This obligation will terminate if
either group no longer beneficially owns at least 25% of the Common Stock
beneficially owned by it at the time immediately following the Spin-Off and the
Repurchase.
Pursuant to the Stockholders Agreement, the Bass Entities will not, and
Bass will not permit its affiliates to, purchase or otherwise acquire beneficial
ownership of any Common Stock, or securities convertible into Common Stock, if
after giving effect thereto the Bass Entities collectively would be deemed to
own, under certain provisions of the Internal Revenue Code, Common Stock
representing more than 9.9% of the outstanding Common Stock, without the prior
written consent of the Issuer.
Pursuant to the Stockholders' Agreement, the Other Stockholder has granted
to the Bass Entities a right of first refusal, subject to certain exceptions,
with respect to a sale of Common Stock to a third-party which could reasonably
be deemed to have business interests materially adverse to the business
interests of an affiliate of BAI and Bass plc.
Pursuant to the Stockholders' Agreement, the Bass Entities have granted to
and received from the Other Stockholder the right to participate in a sale of
Common Stock, subject to certain exceptions, on the same terms and conditions as
and in a quantity proportionate to the quantity being sold by the stockholder
initiating or proposing such transaction.
In connection with the Spin-Off and pursuant to a Registration Rights
Agreement among the Issuer, BAI and the Other Stockholder, the Issuer granted
the Bass Entities demand registration rights for offerings of at least $5
million in equity securities of the Issuer and piggyback registration rights
under certain circumstances. The Issuer also agreed to pay the expenses of the
Bass Entities related to such registrations, other than underwriting
commissions, and to indemnify the Bass Entities for any securities liabilities
resulting from such sales on terms that are customary for agreements of this
type.
The Bass Entities collectively have the right, in connection with any
offering of Common Stock, or securities convertible into Common Stock, for
aggregate cash proceeds of $10 million or more, to purchase on the same terms as
such offering a sufficient number of shares of Common Stock to maintain their
collective percentage ownership of Common Stock 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 (REIT) and a related tenant at the same time.
This right will expire as to the Bass Entities if they do not exercise such
right with respect to three offerings.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Registration Statement on Form 10 (incorporated herein by reference
to the Registration Statement on Form 10, as amended, filed by the
Issuer with the Commission on June 19, 1998, SEC File No.
001-140407) ("Form 10").
Exhibit 2 Registration Rights Agreement among the Issuer, BAI and the Other
Stockholder (incorporated herein by reference to Exhibit 4.1 to the
Form 10).
Exhibit 3 Stockholders' Agreement among the Issuer, the Reporting Persons and
the Other Stockholder (incorporated herein by reference to Exhibit
4.2 to the Form 10).
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: October 28, 1998
BASS AMERICA INCORPORATED
By: /s/ Andrew Simpson
----------------------
Name: Andrew Simpson
Title: President
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: October 28, 1998
BASS PLC
By: /s/ F. Spencer Wigley
----------------------
Name: F. Spencer Wigley
Title: Company Secretary
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF BAI
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of BAI are set forth
below. If no business address is given the director's or officer's business
address is 1105 North Market Street, Suite 1046, Wilmington Delaware, 19801.
Unless otherwise indicated, each occupation set forth opposite an individual's
name refers to BAI. Unless otherwise indicated, all of the persons listed below
are citizens of the United States of America.
<TABLE>
<S> <C>
Present Principal Occupation Including Name
and
Name and Business Address Address(1) of Employer
- -------------------------------------------------- ---------------------------------------------------
Directors
Julian Hank Baumann............................... Director and Secretary; and Director, Vice President
and Secretary of Richards Layton & Finger
Andrew F. Simpson................................. Director, Chairman of the Board of Directors, and
President; Canadian Citizen
Anthony E. Stern.................................. Director, Treasurer, Vice President; British Citizen
Present Principal Occupation Including Name
and
Name and Business Address Address(2) of Employer
- -------------------------------------------------- ---------------------------------------------------
Executive Officers
(Who Are Not Directors)
David P. Fontello.................................. Assistant Secretary
- -------------
(1) Same address as director's or officer's business address except where
indicated.
(2) Same address as director's or officer's business address except where
indicated.
</TABLE>
SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS OF BASS
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Bass are set forth
below. If no business address is given the director's or officer's business
address is 20 North Audley Street, London W1Y1WE. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to Bass. Unless
otherwise indicated, all of the persons listed below are British citizens.
<TABLE>
<S> <C>
Present Principal Occupation Including Name
and
Name and Business Address Address(1) of Employer
- -------------------------------------------------- ---------------------------------------------------
Directors
Sir Ian Prosser................................... Chairman and Chief Executive
Roger Carr........................................ Non-Executive Director; Chief Executive of Williams
plc
Tim Clarke........................................ Chief Executive of Bass Taverns
Robert C. Larson.................................. Non-Executive Director; Chairman of the Taubman
Realty Group and Vice Chairman of Taubman
Centres Inc.; U.S. citizen
Iain Napier....................................... Chief Executive of Bass Brewers
Sir Peter Middleton............................... Non-Executive Director; Non-Executive Director of
Barclays Bank plc
Sir Geoffrey Mulcahy.............................. Chief Executive of Kingfisher plc
Richard North..................................... Finance Director and Chairman of Britvic Soft Drinks
Sir Michael Perry................................. Non-Executive Director and Deputy Chairman;
Chariman of Dunlop Slazenger Group Limited;
Chairman of Centrica plc
Thomas R. Oliver.................................. Chief Executive Officer of Holiday Inn Worldwide;
(3 Ravinia Drive, Suite 2900, Atlanta, Georgia
30346); U.S. Citizen
F. Spencer Wigley................................. Company Secretary
Present Principal Occupation Including Name
and
Name and Business Address Address of Employer
- -------------------------------------------------- ---------------------------------------------------
Executive Officers
(Who Are Not Directors)
Not Applicable
- -------------
(1) Same address as director's or officer's business address except where
indicated.
</TABLE>
