<PAGE>
AMERIHOST PROPERTIES, INC.
2400 EAST DEVON AVENUE - SUITE 280
DES PLAINES, IL 60018
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of Shareholders of
Amerihost Properties, Inc. (the "Company") will be held on July 6, 1995, at
9:00 A.M., local time, at the Days Inn O'Hare South, 3801 North Mannheim
Road, Schiller Park, Illinois 60176, to act upon the following matters:
1. To elect the Directors of the Company who will serve until the next
annual meeting of shareholders or until their successors are duly qualified.
The following persons have been nominated for directorships:
H. Andrew Torchia Russell J. Cerqua
Michael P. Holtz Reno J. Bernardo
Richard A. D'Onofrio Robert L. Barney
2. To ratify the appointment and retention of BDO Seidman as the
Company's independent certified public accountants.
3. The transaction of such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
Said meeting may be adjourned from time to time without other notice
than by announcement at said meeting, or at any adjournment thereof, and any
and all business for which said meeting is hereby noticed may be transacted
at any such adjournment.
Only holders of record at the close of business on May 19, 1995 of the
Company's common stock, $.005 par value will be entitled to notice of and to
vote at the meeting and at any adjournment or adjournments thereof.
Enclosed is a form of Proxy solicited by the management of the Company.
Stockholders who do not plan to attend the meeting in person are requested to
date, sign and return the enclosed Proxy. Your Proxy may be revoked at any
time before it is exercised and will not be used if you attend the meeting
and prefer to vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ MICHAEL P. HOLTZ
Michael P. Holtz, President
Des Plaines, Illinois
May 30, 1995
<PAGE>
AMERIHOST PROPERTIES, INC.
2400 East Devon Avenue
Suite 280
Des Plaines, Illinois 60018
----------------------------------------------
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------------
The enclosed proxy is solicited on behalf of the Board of Directors of
Amerihost Properties, Inc. (the "Company"), for use at the Annual Meeting of
Shareholders of the Company to be held at 9:00 A.M. on Thursday, July 6,
1995, at the Days Inn O'Hare South, 3801 North Mannheim Road, Schiller Park,
Illinois 60176. In addition to solicitation of proxies by mail, proxies may
be solicited by the Company's directors, officers and regular employees by
personal interview, telephone or telegram, and the Company will request
brokers and other fiduciaries to forward proxy soliciting material to the
beneficial owners of shares which are held of record by them. The expense of
all such solicitation, including printing and mailing, will be paid by the
Company. Any proxy may be revoked at any time prior to its exercise, by
written notice to the Secretary of the Company or by attending the meeting
and electing to vote in person. Any such revocation shall not affect any
vote previously taken. This Proxy Statement and accompanying proxy were
initially mailed to shareholders on or about May 30, 1995.
Only shareholders of record of the Company at the close of business on May
19, 1995 are entitled to vote at the meeting or any adjournment thereof. As
of that date there were outstanding 5,796,499 shares of Common Stock, each of
which is entitled to one vote on all matters voted upon at the annual
meeting. Holders of Common Stock are not entitled to cumulate their votes in
the election of directors. A majority of the outstanding shares of the
Company, represented in person or by proxy, shall constitute a quorum at the
meeting, and the affirmative vote of the majority of the shares represented
at the meeting is required to elect directors and to ratify the appointment
of the Company's independent auditors.
ELECTION OF DIRECTORS
A board of six directors will be elected to serve until the next annual
meeting, or until their successors are elected and shall have qualified. The
proxies duly signed and returned pursuant to this solicitation will be voted
by the persons named therein in accordance with the directions of the
shareholders. If no directions are specified in a proxy, the proxy will be
voted for the election as directors of the nominees named below and for
ratification of the appointment of BDO Seidman as the Company's independent
auditors. Should any nominee be unable to accept the office of director
(which is not presently anticipated), the persons named in the proxies will
vote for the election of such other persons as they shall determine.
The following persons are the executive officers and directors of the
Company. Each person listed below is a director or a nominee for director.
Director
<PAGE>
Name, Age, and Principal Occupation since
----------------------------------- --------
H. ANDREW TORCHIA, 51 1984
H. Andrew Torchia, a co-founder of the Company, has been a Director of the
Company since its inception in 1984. Mr. Torchia was President and Chief
Executive Officer of the Company from 1985 until 1988, when he became
Chairman of the Board of the Company. As Chairman, Mr. Torchia's primary
areas of responsibility include business development, corporate finance
and strategic and financial planning. Mr. Torchia is also the President
and 51% stockholder of Urban 2000 Corp. ("Urban"), a hotel development
consulting firm and franchise broker, which was initially the 100% parent
of the Company and is currently a principal stockholder. See "Principal
Stockholders" under Item 12. From 1986 to 1990, Urban was Days Inns'
exclusive franchise broker in the Midwest, during which time Urban
marketed and was responsible for the sale of more than 220 such hotel
franchises. Mr. Torchia is also the Secretary of AHMCO Corporation
("AHMCO"), a hotel management company in which Mr. Torchia owns an
approximate 50% interest which manages only one property, the Best Western
at O'Hare. Mr. Torchia has had 26 years of experience with hotel and
hotel operations and franchising as head of regional development for Best
Western International, and as a head of independent franchise sales
organizations for Quality Inns International and Days Inns.
MICHAEL P. HOLTZ, 38 1985
Michael P. Holtz has been a Director of the Company since August 1985.
From 1985 to 1988, Mr. Holtz served as the Company's Treasurer and
Secretary. In 1986, Mr. Holtz was promoted to Chief Operating Officer of
the Company with direct responsibility for the Company's day to day
operations. In 1988, Mr. Holtz was elected President and Chief Executive
Officer of the Company. Mr. Holtz is responsible for development and
implementation of all Company operations including hotel development,
finance and management. Mr. Holtz has over 19 years experience in hotel
operations, management and renovations.
RICHARD A. D'ONOFRIO, 51 1984
Richard A. D'Onofrio, a co-founder of the Company, has been a Director of
the Company since its inception in 1984. From 1985 to 1989, Mr. D'Onofrio
served as Vice President of the Company. In 1989, Mr. D'Onofrio was
promoted to Executive Vice President of Corporate Development. His
principal areas of responsibility include corporate finance, corporate
marketing, investments, and the Company's relationships with the financial
community. Mr. D'Onofrio has been involved in various capacities within
the hotel and related industries, including the conceptualization and
development of franchised restaurants. In addition, Mr. D'Onofrio owned
the Quality Inn in Youngstown, Ohio, which he operated through 1983. Mr.
D'Onofrio acquired 49% of Urban 2000 Corp. ("Urban") during 1994, a hotel
development consulting firm and franchise broker, which was initially the
100% parent of the Company and is currently a principal stockholder. See
"Principal Stockholders" under Item 12.
RUSSELL J. CERQUA, 38 1987
Russell J. Cerqua has been the Senior Vice President of Finance of the
Company since 1987, and Treasurer and a Director of the Company since
1988. In 1989, in addition to his other responsibilities, Mr. Cerqua was
<PAGE>
elected Secretary of the Company. His primary responsibilities include
internal and financial reporting, development of financial management
systems, hotel accounting for managed properties and financial analysis.
Prior to joining the Company, Mr. Cerqua was an audit manager with
Laventhol & Horwath, the Company's former independent certified public
accountants, and was responsible for the Company's annual audits.
Mr. Cerqua was involved in public accounting for over 9 years, with
experience in auditing, financial reporting and taxation. Mr. Cerqua is a
Certified Public Accountant, and a member of the American Institute of
Certified Public Accountants and the Illinois CPA Society.
RENO J. BERNARDO, 63 1987
Reno J. Bernardo served as the Senior Vice President of Construction of
the Company from 1987 through March 1994, when he went on disability. In
1989, Mr. Bernardo became a Director of the Company and continues to serve
in this capacity. His primary responsibilities included managing
construction of new properties and directing renovation projects. From
1985 to 1986, Mr. Bernardo was Vice President of Construction with Devcon
Corporation, a hotel construction company. From 1982 to 1985,
Mr. Bernardo was Project Superintendent with J.R. Trueman and Associates,
a hotel construction company, and a subsidiary of Red Roof Inns. His
responsibilities included supervision of the development and construction
of several Red Roof Inns.
MARSHALL S. GELLER, 56 1992
Marshall S. Geller has been a Director of the Company since 1992. Mr.
Geller is currently and has been since 1990, a managing partner of
Golenberg & Geller, Inc., a merchant banking firm, and was Vice Chairman
of Gruntal & Co., an investment banking firm, from 1988 to 1990. Prior to
1988, Mr. Geller spent 21 years with Bear, Stearns & Co., an investment
banking firm, where he served as senior managing director of the Los
Angeles, San Francisco, Chicago, and Hong Kong offices and specialized in
the areas of corporate finance, public finance, and institutional equities
and debt. Mr. Geller is currently interim President and Chief Executive
Officer of Lottery Enterprises, Inc. and interim Co-Chairman of Hexcel
Corporation. He also serves as a Director of Players International,
Sports-Tech, Inc., Value Vision International, Inc., Las Vegas Major
League Sports, Inc., and various privately-held corporations and
charitable organizations. Mr. Geller has elected not to stand for re-
election.
DAVID J. BRAIL, 30 1992
David J. Brail was elected a Director of the Company in 1992 pursuant to
the terms of the Warrant Agreement between Dickstein Partners, L.P. and
the Company. Since 1987, Mr. Brail has been a Vice President of Dickstein
Partners, Inc., an investment company. Mr. Brail also serves as a
Director of Banyan Strategic Land Fund II, a publicly-traded REIT. Mr.
Brail has elected not to stand for re-election.
ROBERT L. BARNEY, 58
Robert L. Barney is currently the sole shareholder, President and Chief
Executive Officer of Rolling Meadows Golf Club & Estates in Columbus,
Ohio. Mr. Barney was a director of Wendy's International, Inc.
("Wendy's"), a restaurant company, when it was founded in 1969. In July
1971, Mr. Barney was appointed President and Chief Operating Officer and
<PAGE>
in February 1980 became the Chief Executive Officer in which capacity he
served until February 1989. Mr. Barney also served as Chairman of the
Board of Wendy's from September 1982 until retiring in May 1990 and
continued to consult Wendy's until May 1992. Prior to his affiliation
with Wendy's, Mr. Barney held positions with Kentucky Fried Chicken and
Arthur Treacher's Fish & Chips while owning several franchises for these
two restaurant chains. Since December 1991, Mr. Barney has served as a
director of Quantum Restaurant Group, Inc., owner of four restaurant chain
concepts including Mortons Steak House.
ATTENDANCE
The Board of Directors held four meetings during 1994. All directors
attended at least 75% of the meetings.
COMPENSATION OF DIRECTORS
Each Director of the Company receives an annual retainer fee of $9,000 ($750
per month). Each Director of the Company also receives $250 for each Board
of Directors meeting attended in person, $150 for each Board of Directors
meeting conducted by telephone and $150 for each committee meeting. In
addition, each Director is reimbursed for all out-of-pocket expenses related
to attendance at Board meetings.
COMMITTEES
The Board of Directors has three standing committees:
1. Audit Committee - This committee consists of two outside directors:
Messrs. Brail (Chairman) and Geller. The Audit Committee has the
responsibility to meet with the Company's independent accountants to
review the scope and results of their audit, as well as reviews with the
independent accountants the Company's system of internal accounting and
financial controls. This committee held two meetings during 1994, at
which all members were present.
2. Compensation Committee - This committee consists of two outside
directors: Messrs. Geller (Chairman) and Brail. The Compensation
Committee reviews the salaries, bonuses, stock compensation, stock
options and other direct and indirect compensation for all Company
officers. This committee held two meetings during 1994, at which all
members were present.
3. Finance Committee - This committee consists of Messrs. Geller
(Chairman), Brail, and D'Onofrio. The Finance Committee serves as an
advisory committee to assist the Board and Company management in matters
relating to corporate debt and equity financings. This committee had no
formal meetings during 1994.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Company's Compensation Committee was initially appointed on July 14,
1993, and is composed entirely of outside directors. The Committee is
responsible for the establishment and administration of the policies which
govern all forms of executive compensation.
The Company has maintained the philosophy that a compensation plan should be
designed to motivate and compensate executives for both the short-term and
long-term success of the Company. Effective January 1, 1995, the Company and
<PAGE>
all three executives of the Company entered into employment agreements which
are consistent with this philosophy. Base salaries were set based upon
comparative industry data and an evaluation of the executive's
responsibilities and experience. Incentive compensation is directly linked
to the financial performance of the Company. The Company also uses stock
purchase warrants as part of its long-term incentive program. The Committee
believes that bonuses tied objectively to financial performance and stock
warrants tied directly to the appreciation of the Company's stock closely
align the executives' interests with the interests of the Company's
shareholders.
Compensation for each of the executives in 1994 consisted of a blend of cash,
Common Stock, and stock options. Total compensation in the form of cash paid
in 1994 approximates the total cash compensation to be paid in 1995 pursuant
to the employment agreements if the performance objectives are met.
Additional subjective compensation in the form of common stock was also
earned in 1994. In 1995, additional compensation in the form of common stock
is dependent upon financial performance. The number of warrants to vest in
1995 pursuant to the employment agreements approximates the number of options
issued to the executives in 1994.
The Chief Executive Officer of the Company served under an arrangement which
established a base salary of $244,913 in 1994. In addition, Mr. Holtz
received subjective bonuses in the form of cash and stock, and long-term
incentive in the form of stock options. The determination of the Chief
Executive Officer's compensation is based on the same factors and in the same
manner as other executive officers. Beginning in 1995, a portion of Mr.
Holtz's compensation will be directly linked to the financial performance of
the Company. Mr. Holtz also serves as the President and Chief Executive
Officer of all the Company's wholly-owned subsidiaries. Mr. Holtz receives
no additional compensation for his services to these subsidiaries.
Compensation Committee:
Marshall S. Geller, Chairman
David J. Brail
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning the annual and
long-term compensation for services as officers to the Company for the fiscal
years ended December 31, 1994, 1993 and 1992, of those persons who were, at
December 31, 1994 (i) the chief executive officer, (ii) the other two most
highly compensated executive officers of the Company (the "Named Officers"),
and (iii) Mr. Bernardo, a former executive officer who went on disability in
March 1994. See "Compensation of Directors".
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term
Compensation
------------------------------------ ------------
Name and Principal Stock Stock
Position Year Salary Cash Bonus Bonus Options(1)
------------------ ---- ------ ---------- ----- ----------
<PAGE>
Michael P. Holtz 1994 $244,913 $75,000 $75,000 60,000
President and Chief 1993 117,741 177,759 0 0
Executive Officer 1992 117,741 97,500 60,060 110,000
Russell J. Cerqua 1994 $132,692 $15,000 $15,000 30,000
Senior Vice President 1993 75,000 43,900 0 0
Finance, Secretary, 1992 62,341 24,500 25,836 44,375
Treasurer and Chief
Financial Officer
Richard A. D'Onofrio 1994 $162,528 $ 0 $ 0 30,000
Executive Vice President 1993 99,010 15,000 0 0
1992 55,711 0 0 110,000
Reno J. Bernardo (2) 1994 $59,077 $17,800 $ 0 0
Senior Vice President of 1993 75,000 48,182 0 0
Construction 1992 61,809 15,750 52,358 44,375
(1) Options for the purchase of 45,000, 20,000, 45,000 and 20,000 shares of
Common Stock granted to Messrs. Holtz, Cerqua, D'Onofrio and Bernardo,
respectively, vested as of January 2, 1992. Options for the purchase of
65,000, 24,375, 65,000 and 24,375 shares of Common Stock granted to
Messrs. Holtz, Cerqua, D'Onofrio and Bernardo, respectively, vest in 20%
increments on December 16, 1992 and on September 16 in each of 1993,
1994, 1995 and 1996. Options for the purchase of 60,000, 30,000, and
30,000 shares of Common Stock granted to Messrs. Holtz, Cerqua and
D'Onofrio vested as of October 5, 1994.
(2) Mr. Bernardo went on disability in March 1994. Mr. Bernardo continues
to serve the Company in his capacity as a director.
OPTIONS
The options described in the following tables have been granted other than
pursuant to the Incentive Stock Plan or Non-Qualified Plan. There were no
options exercised by the Named Officers in 1994.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for
Individual Grant Option Term
---------------------------------------------------------------- ----------------------
% of Total
Options
Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ------- ------------ ----------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Michael P. Holtz 60,000 32.70% $4.13 Oct. 2004 155,651 394,451
Richard A. D'Onofrio 30,000 16.35% $4.13 Oct. 2004 77,826 197,226
Russell J. Cerqua 30,000 16.35% $4.13 Oct. 2004 77,826 197,226
</TABLE>
<PAGE>
OPTION EXERCISES AND YEAR-END VALUE TABLE
Number of Unexercised Value of Unexercised
Options Held at in-the-Money Options at
December 31, 1994 December 31, 1994(1)
------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
-------------------- ----------- ------------- ----------- -------------
Michael P. Holtz 144,000 26,000 $25,313 $ 0
Richard A. D'Onofrio 147,688 26,000 25,313 0
Russell J. Cerqua 64,625 9,750 11,250 0
Reno J. Bernardo 34,625 9,750 11,250 0
_______________
(1) Fiscal year ended December 31, 1994. The closing sale price of the
Company's Common Stock on such date on the Nasdaq National Market was
$3.56.
EMPLOYMENT AGREEMENTS
The Compensation Committee and the Board of Directors determined it would be
in the best interest of the Company to retain the services of the executive
officers pursuant to employment agreements effective January 1, 1995.
Michael P. Holtz
Mr. Holtz and the Company executed an employment agreement which provides for
an initial term of three years, with an automatic three year renewal at the
sole option of Mr. Holtz.
The agreement provides for a base salary of $325,000 in the first year,
$375,000 in the second year, and $425,000 in the third year of the initial
term, and increased annually by the greater of 10% or the current rate of
inflation during the renewal period. Upon execution of the agreement, Mr.
Holtz received 25,000 shares of the Company's common stock and is eligible to
receive additional stock in subsequent years based on the attainment of
financial performance criteria as prescribed in the agreement. The maximum
number of shares of common stock Mr. Holtz is entitled to receive if the
performance objectives are met is 30,000 shares in 1996 and 40,000 shares in
1997, increased annually by the greater of 10% or the current rate of
inflation during the renewal period. Also upon execution of the agreement,
Mr. Holtz received warrants to purchase 260,000 shares of common stock at an
exercise price of $3.5625. The warrants vest over the term of the agreement
as follows: 75,000 in 1995; 85,000 in 1996; and 100,000 in 1997. The
warrants are exercisable over a ten year period beginning on the date vested.
If the agreement is renewed, on January 1, 1998, Mr. Holtz is entitled to
receive additional warrants to purchase common stock in an amount equal to
the prior year's entitlement increased by the greater of 10% or the current
rate of inflation.
This employment agreement may be terminated by the Company at any time, with
or without cause. If the Company terminates the agreement for cause, as
defined, the Company's obligation shall be limited to the payment and/or
<PAGE>
satisfaction of unpaid salary, stock, warrants and benefits accrued or vested
through the termination date. If Mr. Holtz is terminated without cause, or
resigns for good reason, as defined, the Company shall continue to pay all
compensation pursuant to the agreement and provide other benefits which were
provided immediately preceding his termination, for a period of two years
after the termination date. If Mr. Holtz resigns for other than good reason
with six months notice, compensation and benefits will continue for a one
year period after the termination date. Salary and stock bonuses, if any,
will continue in the event of death or disability, as defined, for a period
of one or two years, respectively.
Richard A. D'Onofrio
Mr. D'Onofrio and the Company executed a three year employment agreement
which provides for a base salary of $137,500 in 1995, $144,000 in 1996, and
$151,700 in 1997. Mr. D'Onofrio is entitled to receive additional incentive
compensation of $27,500, $36,000 and $43,300 in 1995, 1996, and 1997,
respectively if certain financial performance objectives are met. Upon
execution of the agreement, Mr. D'Onofrio received warrants to purchase
120,000 shares of common stock at an exercise price of $3.5625. The warrants
vest over the term of the agreement as follows: 30,000 in 1995; 40,000 in
1996; and 50,000 in 1997. The warrants are exercisable over a ten year
period beginning on the date vested.
This employment agreement may be terminated by the Company at any time, with
or without cause. If the Company terminates the agreement for cause, as
defined, the Company's obligation shall be limited to the payment and/or
satisfaction of unpaid salary, warrants and benefits accrued or vested
through the termination date. If Mr. D'Onofrio is terminated without cause,
or resigns for good reason, as defined, the Company shall continue to pay all
compensation pursuant to the agreement and provide other benefits which were
provided immediately preceding his termination, for a period of one year
after the termination date. If Mr. D'Onofrio resigns for other than good
reason with six months notice, compensation and benefits will continue for
six months after the termination date. Salary and incentive bonuses, if any,
will continue in the event of death or disability, as defined, for a period
of six months or one year, respectively.
Russell J. Cerqua
Mr. Cerqua and the Company executed a three year employment agreement which
provides for a base salary of $150,000 in 1995, $160,000 in 1996, and
$175,000 in 1997. Upon execution of the agreement, Mr. Cerqua received 7,500
shares of the Company's common stock and is eligible to receive additional
stock in subsequent years based on the attainment of financial performance
criteria as prescribed in the agreement. The maximum number of shares of
common stock Mr. Cerqua is entitled to receive if the performance objectives
are met is 10,000 shares in 1996 and 12,500 shares in 1997. Also upon
execution of the agreement, Mr. Cerqua received warrants to purchase 120,000
shares of common stock at an exercise price of $3.5625. The warrants vest
over the term of the agreement as follows: 30,000 in 1995; 40,000 in 1996;
and 50,000 in 1997. The warrants are exercisable over a ten year period
beginning on the date vested.
This employment agreement may be terminated by the Company at any time, with
or without cause. If the Company terminates the agreement for cause, as
defined, the Company's obligation shall be limited to the payment and/or
satisfaction of unpaid salary, stock, warrants and benefits accrued or vested
through the termination date. If Mr. Cerqua is terminated without cause, or
<PAGE>
resigns for good reason, as defined, the Company shall continue to pay all
compensation pursuant to the agreement and provide other benefits which were
provided immediately preceding his termination, for a period of one year
after the termination date. If Mr. Cerqua resigns for other than good reason
with six months notice, compensation and benefits will continue for six
months after the termination date. Salary and stock bonuses, if any, will
continue in the event of death or disability, as defined, for a period of six
months or one year, respectively.
All shares of stock issued or to be issued upon the attainment of specified
financial objectives in connection with the employment agreements and any
shares issued upon exercise of the warrants are Rule 144 restricted common
stock.
=============================================================================
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10%
of the registered class of the Company's equity securities, to file with the
Securities and Exchange Commission and Nasdaq initial reports of ownership
and reports of changes in ownership of Common Stock and other equity
securities of the Company. Such persons are required by Securities and
Exchange Commission regulation to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely on its review of the copies of such
reports furnished to the Company and written representations to the Company
that no other reports were required, during the fiscal year ended 1994 all
the aforesaid Section 16(a) filing requirements were complied with.
STOCK PRICE PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total stockholder return on the Company's Common Stock against the
cumulative total return of the Nasdaq U.S. index and the Nasdaq Non-Financial
index for the period commencing December 31, 1989 and ending December 31,
1994.
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this report
into any filing under the Securities Act of 1933 or under the Securities
Exchange Act of 1934, except to the extent the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such acts.
<TABLE>
<CAPTION>
Date 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
<S> <C> <C> <C> <C> <C> <C>
Amerihost Properties, Inc. 100.000 90.698 130.233 246.512 232.558 132.558
Nasdaq US 100.000 84.918 136.277 158.579 180.933 176.916
Nasdaq Non-Financial 100.000 88.034 141.730 154.916 177.606 170.297
</TABLE>
Assumes $100 invested on December 31, 1989 in the Common Stock of
Amerihost Properties, Inc. and the Nasdaq Stock Market and the Nasdaq
Non-Financial Stocks.
CERTAIN TRANSACTIONS
<PAGE>
Urban 2000 Corp. ("Urban") is a principal shareholder of the Company and is
owned 51% by H. Andrew Torchia, the Chairman of the Board and a Director of
the Company, and 49% by Richard D'Onofrio, the Executive Vice President and a
Director of the Company. Urban, a licensed franchise broker, through
December 1993, was working with Hospitality Franchise Systems ("HFS") under a
franchise brokerage agreement, whereby Urban received commissions for the
sale of franchises, including sales to the Company and its affiliates. Urban
and Torchia were also entitled to referral fees for sales of HFS system
franchises to unaffiliated third parties under certain circumstances. The
Company's affiliates previously have purchased HFS system franchises through
Urban; however, such purchases have never been a significant expense to the
Company. The prices for such franchise license agreements were at least as
favorable as the prices the Company would have paid to a comparable
franchising company. The Company's relationship with Urban has provided the
Company with access to leads for hotel development projects. Many of the
Company's development projects, acquisitions, management contracts and
relationships with investors, developers and third party owners have been
established through Urban's contacts.
Urban and Mr. Torchia provide business development and consulting service to
the Company under a consulting agreement which commenced in January 1991.
Under the terms of this agreement, Urban receives a monthly consulting fee of
$20,000 plus the use of the Company's telephone system. No additional
amounts are paid to Urban for reimbursement of expenses. Consistent with
standard industry practices, the Company pays Urban additional fees for
transactions brought to the Company. During 1994, additional fees paid to
Urban were $289,915, of which $36,945 was earned in 1993. As part of this
arrangement, Mr. Torchia does not receive compensation for the services he
provides to the Company in his capacity as an Officer of the Company. In
addition, Urban received $28,200 in fees from the development of an 89 room
hotel in Vicksburg, Mississippi, in which the Company is a 50% general
partner. These fees were paid directly from the partnership to Urban.
On February 12, 1992, the Company entered into a financial advisory agreement
with Golenberg & Geller, Inc. ("GGI"). Marshall S. Geller, who became a
Director of the Company in February 1992, is a principal stockholder of GGI.
Under the terms of the agreement, GGI received a monthly retainer ranging
from $6,000 to $8,500 and received an option to purchase 75,000 shares of the
Company's Common Stock at an exercise price of $3.521 per share. GGI has the
right to require the Company to file a registration statement with the SEC to
register the underlying shares, up to a maximum of four times during the
seven year period commencing August 15, 1992. Any such registration must be
for a minimum of 10,000 shares. The consulting agreement ended in May 1994.
Total payments to GGI were $34,000 in 1994.
During 1993, GGI introduced the Company to Players International, Inc.
("Players"), who owns a riverboat casino in Metropolis, Illinois. As a
result, the Company entered into a partnership agreement with Players to own
and operate a 120 room hotel in Metropolis adjacent to the riverboat. The
Company also entered into construction and management agreements with this
partnership, for the construction of the hotel and the ongoing operational
management of the hotel after opening. In 1994, GGI received from the
Company a 12.5% general partnership interest in this partnership.
On June 1, 1992, the Company borrowed $250,000 from Urban and $125,000 from
Geller and executed notes. The notes were due on June 1, 1994 with interest
at the rate of 11.5% per annum. The notes (plus accrued interest) were paid
in full in October 1992. Urban and GGI also received 68,750 and 34,375
Common Stock Purchase Warrants at an exercise price of $4.375 per share in
<PAGE>
connection with this transaction. The Warrants are exercisable at any time
until October 9, 1999.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of May 19, 1995, by (i) each
person who is known by the Company to own beneficially more than 5% of the
Company's Common Stock, (ii) each of the Company's Directors, (iii) each of
the Named Officers and (iv) all Directors and executive officers as a group.
Shares Beneficially Owned
As of May 19, 1995
-------------------------
Name Number Percent
---- ------- -------
Wellington Management Company 509,300 (1) 8.8
Michael P. Holtz 496,998 (2) 8.3
H. Andrew Torchia (7) 381,680 (2)(3) 6.4
Richard A. D'Onofrio 372,727 (2)(4) 6.2
Russell J. Cerqua 163,097 (2) 2.8
Marshall S. Geller 156,250 (5) 2.6
Reno J. Bernardo 81,891 (2) 1.4
David J. Brail 0 (6) .0
ALL DIRECTORS AND
EXECUTIVE OFFICERS
AS A GROUP (7 PERSONS) 1,652,643 24.8
========= ====
_________________________
(1) Wellington Management Company ("WMC"), in its capacity as investment
advisor, may be deemed beneficial owner of 509,300 shares of the Company
which are owned by numerous investment counselling clients. Of the
shares shown above, WMC has shared voting power for 255,000 shares and
shared investment power for 509,300 shares.
(2) Includes shares subject to options exercisable presently or within 60
days as follows: Mr. Holtz, 219,000 shares; Mr. D'Onofrio, 177,688
shares; Mr. Torchia, 179,063 shares; Mr. Cerqua, 94,625 shares; and
Mr. Bernardo, 34,625 shares.
(3) Includes 191,674 shares owned by Urban 2000 Corp. and 1,543 shares owned
by Niles 1290 Corp., a wholly-owned subsidiary of Urban 2000 Corp. Mr.
Torchia is the President and 51% stockholder of Urban 2000 Corp.
(4) Includes 184,158 shares owned by Urban 2000 Corp. and 1,482 shares owned
by Niles 1290 Corp., a wholly-owned subsidiary of Urban 2000 Corp. Mr.
D'Onofrio is a 49% stockholder in Urban 2000 Corp.
(5) Includes 156,250 shares subject to options exercisable to Golenberg &
Geller, Inc. and Mr. Geller individually. Mr. Geller is a principal
stockholder of Golenberg & Geller, Inc. Under the terms of a financial
advisory agreement with the Company, Golenberg & Geller, Inc. was
granted the option to purchase 75,000 shares of the Company's Common
Stock. Such option vests at 3,125 shares per month. See "Certain
Relationships and Related Transactions" under Item 13.
(6) David Brail, a Director of the Company, is a limited partner of
Dickstein Partners, L.P. and Executive Vice President of Dickstein
Partners, Inc., the general partner of Dickstein Partners, L.P..
<PAGE>
Dickstein Partners, Inc. and affiliates own 124,270 shares of the
Company's Common Stock.
(7) The address of this stockholder is c/o Amerihost Properties, Inc., 2400
East Devon, Suite 280, Des Plaines, Illinois.
SHAREHOLDER PROPOSALS
From time to time, shareholders present proposals which may be proper
subjects for inclusion in the proxy statement and for consideration at the
annual meeting. To be considered, proposals must be submitted on a timely
basis. Proposals for the 1996 shareholders' meeting must be received by the
Company not later than January 30, 1996. Any such proposals, as well as any
questions related thereto, should be directed to the Secretary of the
Company.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent certified public accountants for the past fiscal
year were and for the current fiscal year are BDO Seidman. No representative
of BDO Seidman is anticipated to attend the annual meeting. The Board
recommends a vote for ratification.
OTHER MATTERS
The Management knows of no other business likely to be brought before the
meeting. If other matters do come before the meeting, the persons named in
the form of proxy or their substitute will vote said proxy according to their
best judgement.
By the order of the Board of Directors
RUSSELL J. CERQUA
Secretary
Des Plaines, Illinois
May 30, 1995
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
Amerihost Properties, Inc.
2400 East Devon Avenue
Suite 280
Des Plaines, Illinois 60018
The undersigned hereby appoints H. Andrew Torchia and Richard A. D'Onofrio as
proxies, each with the power to appoint his substitute, and hereby authorizes
them, each acting alone, to represent and to vote, as designated below, all
the Common Stock of Amerihost Properties, Inc. held of record by the
undersigned at the close of business on May 19, 1995, at the Annual Meeting
of Shareholders to be held on July 6, 1995 and any adjournment thereof, with
all the powers the undersigned would possess if present.
1. ELECTION OF DIRECTORS
for all nominees WITHHOLD AUTHORITY
_________ listed below _________ to vote for all
nominees listed
below
_________ to abstain from voting on this proposal
H. Andrew Torchia Russell J. Cerqua
Michael P. Holtz Reno J. Bernardo
Richard A. D'Onofrio Robert L. Barney
INSTRUCTION: To withhold authority to vote for any
individual nominee write that nominee's name in the space
provided below:
_____________________________________________________________________________
2. RATIFICATION OF AUDITORS
ratification of WITHHOLD AUTHORITY
_________ retention of BDO ___________ to vote to ratify
Seidman as the retention of BDO
Company's certified Seidman as the Company's
public accountants certified public accountants
__________ to abstain from voting on this proposal
3. OTHER MATTERS
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
_____________________________________________________________________________
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made with respect to any
proposal, this proxy will be voted for all nominees listed in proposal 1, for
the retention of BDO Seidman, and in the discretion of the Proxies for such
other business as may properly come before the meeting.
<PAGE>
Please sign exactly as name appears on your stock certificates. For joint
accounts, all tenants should sign. If signing for an estate, trust,
corporation, partnership or other entity, title or capacity should be stated.
Dated: _______________, 1995 _______________________________
Signature (Title)
Print name and address:
_______________________________
_________________________________ Signature if held jointly
_________________________________
_________________________________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
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