SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sections 240.14a-11(c) or Section 240.14a-
12
AMERIHOST PROPERTIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X] No fee required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
AMERIHOST PROPERTIES, INC.
2400 EAST DEVON AVENUE
SUITE 280
DES PLAINES, ILLINOIS 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 August 14, 1997, at 10:30 a.m.,
local time, at the AmeriHost Inn, 567 East Highway 38, Rochelle, Illinois 61068
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 Reno J. Bernardo
Michael P. Holtz Salomon J. Dayan
Russell J. Cerqua Richard A. Chaifetz
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 June 30, 1997 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
July 14, 1997
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 10:30 A.M. on August 14, 1997, at the
AmeriHost Inn, 567 East Highway 38, Rochelle, Illinois 61068. 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 July 14, 1997.
Only shareholders of record of the Company at the close of business on June
30, 1997 are entitled to vote at the meeting or any adjournment thereof. As of
that date there were outstanding 6,301,397 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. The
affirmative vote of the holders of at least a majority of the shares of Common
Stock present in person or represented by proxy at the Annual Meeting is
required to elect directors. Abstentions and broker non-votes will have no
effect.
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. 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 nominee for re-election as a director.
Director
Name, Age, and Principal Occupation since
H. ANDREW TORCHIA, 54 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 1989, when he became
Chairman of the Board. 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%
shareholder of Urban 2000 Corp., a hotel development and consulting firm,
which was initially the sole shareholder of the Company and is currently a
principal shareholder. Mr. Torchia also owns a 50% interest in American
International Hotel Corporation which leases the Best Western at O'Hare.
Mr. Torchia has 30 years of experience in hotel development, operations and
franchising. Prior to founding the Company, Mr. Torchia served 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, 40 1985
Michael P. Holtz has been a director of the Company since August 1985. From
1985 to 1989, 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 1989, 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 development, finance and management. Mr. Holtz has
over 20 years experience in the operation and management of hotel
properties.
RUSSELL J. CERQUA, 40 1988
Russell J. Cerqua has been the Executive Vice President of Finance and Chief
Financial Officer 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 elected Secretary of the Company. His primary
responsibilities include internal and external financial reporting,
corporate and property financing, 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, 65 1989
Reno J. Bernardo served as the Senior Vice President of Construction of the
Company from 1987 through March 1994, when he retired. His primary
responsibilities included managing construction of new properties and
directing renovation projects. In 1989, Mr. Bernardo became a director of
the Company and continues to serve in this capacity. 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, where his responsibilities
included supervision of the development and construction of several Red Roof
Inns.
SALOMON J. DAYAN, 51 1996
Salomon J. Dayan, M.D. has been a director of the Company since August 1996.
Since 1980, Dr. Dayan, a physician certified in internal and geriatric
medicine, has been the Chief Executive Officer of Salomon J. Dayan, Ltd., a
multi-specialty medical group which he founded and which is dedicated to the
care of the elderly in hospital and nursing home settings. Since 1986, Dr.
Dayan has been the Medical Director and Chief Executive Officer at
Healthfirst, a corporation which operates multiple medical ambulatory
facilities in the Chicago, Illinois area, and since 1994 he has also been
an associate professor at Rush Medical Center in Chicago. Dr. Dayan is
currently the Chairman of the Board of Directors of Greater Chicago
Financial Corporation, a bank holding company owning interests in two banks.
Dr. Dayan also has numerous investments in residential and commercial real
estate.
The following person is a nominee for Director.
RICHARD A. CHAIFETZ, 43
Richard A. Chaifetz, has been Chairman, President and Chief Executive
Officer of ComPsych Behavioral Health Corporation since its inception in
1987. ComPsych is a leading domestic and international provider of employee
assistance and managed behavioral health services to corporate America. Dr.
Chaifetz, a licensed psychologist, is also majority shareholder in several
other health care and service companies. In addition, Dr. Chaifetz is a
member of the board of directors of several private and not-for-profit
organizations.
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE OUTSTANDING SHARES REPRESENTED IN
PERSON OR BY PROXY AT THE ANNUAL SHAREHOLDERS MEETING IS NECESSARY FOR THE
ELECTION OF THE NOMINEES. SHARES REPRESENTED BY THE PROXIES RECEIVED WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES UNLESS SHAREHOLDERS OTHERWISE SPECIFY IN
THEIR PROXIES.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES.
ATTENDANCE
The Board of Directors held two meetings during 1996, at which all Directors
were present.
COMPENSATION OF DIRECTORS
Each director of the Company received an annual retainer fee of $9,000 ($750
per month). Each director of the Company also received $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. Beginning in
February 1997, the payment of annual retainer fees and meeting fees were
eliminated for officer/directors. Each director is reimbursed for all out-of-
pocket expenses related to attendance at Board meetings.
COMMITTEES
The Board of Directors has two standing committees:
1. Audit Committee - This committee consists of the two outside
directors: Messrs. Bernardo (Chairman) and Dayan. The Audit
Committee has the responsibility among other things, to meet with the
Company's independent accountants to review the scope and results of
their audit, and to review with such independent accountants the
Company's system of internal accounting and financial controls. This
committee held one meeting during 1996, at which all members were
present.
2. Compensation Committee - This committee consists of the two outside
directors: Messrs. Dayan (Chairman) and Bernardo. The Compensation
Committee reviews the salaries, bonuses, stock compensation, stock
options and other direct and indirect compensation for all Company
officers. This committee did not meet during 1996.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Company's Compensation Committee was initially appointed on July 14,
1993 and is composed entirely of nonemployee directors. The purpose of the
Committee is to establish and administer the policies governing all forms of
executive compensation, as well as to administer the Amerihost Properties, Inc.
1996 Omnibus Incentive Stock Plan.
The Committee's philosophy is that executive compensation should be designed
to motivate executives and reward them for individual initiative and
achievements as well as the short-term and long-term success of the Company. It
is anticipated that this philosophy will help to attract and maintain quality
individuals, thereby enhancing the Company's profitability and value for the
shareholders. The specific objectives within this philosophy are to:
Establish base salaries at levels which are competitive in the business
environment and which consider the responsibilities of the respective
position and the individual's experience.
Provide the executives with performance-based compensation which is
reflective of the performance of the Company.
Align the interests of the executives with those of the shareholders by
providing a meaningful level of equity-based compensation in the form of
long-term stock options.
The base salaries and annual increases for the Company's executives have
been based upon comparative industry data, tenure and an assessment of the
executive's historical performance and commitment to the Company. In addition,
the Committee considers other factors such as cost-of-living and other
geographic considerations, industry compensation trends, the level of expertise
and knowledge and the level and complexity of the individual's specific duties
and responsibilities. Base salaries consist of a blend of cash and stock
options.
In addition to the base salaries, the Company's executives receive incentive
compensation based upon the performance of the Company. Through 1996, these
incentives were based upon the Company's attainment of certain financial
benchmarks and consisted of either restricted stock awards or non-qualified
stock options.
The Chief Executive Officer of the Company served under an employment
agreement which began in 1995. His 1996 base salary consisted of cash of
$375,000 and non-qualified stock options. The stock options were granted at
fair market value on January 1, 1995, the date of grant, and vested over a two-
year period ending January 1, 1997. Mr. Holtz's compensation is based upon the
same factors as the other executive officers. 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:
Salomon J. Dayan, Chairman
Reno J. Bernardo
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, 1996, 1995 and 1994, of those persons who were, at
December 31, 1996 (i) the Chairman of the Board, (ii) the chief executive
officer, and (iii) the other two most highly compensated executive officers of
the Company (the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
Restricted Securities
NAME AND PRINCIPAL ANNUAL COMPENSATION Stock Underlying All Other
POSITION Year Salary Awards Options(#) Compensation (1)
Bonus
<S> <C> <C> <C> <C> <C> <C>
H. Andrew Torchia(2) 1996 $ 0 $ 0 $ 0 0 $15,000
Chairman of the Board 1995 0 0 0 120,000 15,000
1994 0 0 0 30,000 15,000
Michael P. Holtz 1996 375,000 0 0 0 10,000
President and Chief 1995 322,115 0 196,927 360,000 10,000
Executive Officer 1994 244,913 75,000 75,000 60,000 10,000
Russell J. Cerqua 1996 160,000 0 0 0 10,000
Executive Vice President 1995 149,423 0 56,690 153,333 10,000
Finance, Secretary, 1994 132,692 15,000 15,000 30,000 10,000
Treasurer and Chief
Financial Officer
Richard A. D'Onofrio(3) 1996 144,000 36,000 0 0 15,000
Executive Vice President 1995 137,500 27,500 0 120,000 15,000
1994 162,528 0 0 30,000 15,000
(1) Represents life insurance premiums paid by the Company on behalf of the
Named Officers.
(2) Mr. Torchia received no annual compensation from the Company in 1994, 1995
or 1996. For a discussion of the fees paid to Urban, a hotel development
consulting firm in which Mr. Torchia owns a 51% interest and Mr. D'Onofrio
owns a 49% interest, pursuant to a consulting agreement between the
Company and Urban which was terminated in 1997, see "Certain
Transactions."
(3) Mr. D'Onofrio resigned from the Company in January 1997.
</TABLE>
OPTIONS
There were no options issued to or exercised by the Named Officers in
1996.
YEAR-END OPTION VALUE TABLE
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED OPTIONS VALUE OF UNEXERCISED IN-THE-MONEY
HELD AT DECEMBER 31, 1996 OPTIONS AT DECEMBER 31, 1996 (1)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
H. Andrew Torchia 245,062 50,000 $485,459 $132,813
Michael P. Holtz 430,000 100,000 722,687 265,625
Richard A. D'Onofrio 293,688 50,000 482,924 132,813
Russell J. Cerqua 177,708 50,000 323,332 132,813
Reno J. Bernardo 44,375 1,000 74,582 -
Salomon J. Dayan 30,000 1,000 1,406 -
(1) The closing sale price of the Company's Common Stock on the Nasdaq National
Market on December 31, 1996 was $6.22.
</TABLE>
EMPLOYMENT AGREEMENTS
The Company's two executive officers, Michael P. Holtz, President and Chief
Executive Officer, and Russell J. Cerqua, Secretary, Treasurer, Executive Vice
President of Finance and Chief Financial Officer, provide services to the
Company under the terms of employment agreements dated January 1, 1995 and
amended February 4, 1997.
Mr. Holtz's annual base cash compensation for 1997 was reduced to $325,000
from $425,000 pursuant to an amendment dated February 4, 1997. On April 22,
1997, Mr. Holtz exercised his option to renew his agreement for an additional
three-year period ending December 31, 2000. On January 1, 1998, Mr. Holtz will
be entitled to receive options to purchase a minimum of 364,100 shares of the
Company's common stock at the market price on date of issuance under the
Company's 1996 Omnibus Incentive Stock Plan, of which 110,000 will vest upon
issuance, 121,000 will vest on January 1, 1999 and 133,100 will vest on January
1, 2000. In December of each year, the Compensation Committee will determine
(i) a performance bonus to be paid for the then-current year and (ii) Mr.
Holtz's base salary for the following year, which base salary will not be less
than Mr. Holtz's then-existing base salary. In lieu of the 40,000 shares of
common stock Mr. Holtz was to receive in April 1997 under the terms of his
employment agreement, Mr. Holtz received non-qualified options to purchase
50,000 shares of the Company's common stock at an exercise price of $1.53.
Under the terms of the amended employment agreement, all stock awards were
eliminated.
Mr. Cerqua's annual base cash compensation for 1997 was reduced to $165,000
from $175,000 pursuant to an amendment dated February 4, 1997. His agreement
was extended for a two-year period ending December 31, 1999. On January 1,
1998, Mr. Cerqua will be entitled to receive options to purchase a minimum of
115,500 shares of the Company's common stock at the market price on date of
issuance under the Company's 1996 Omnibus Incentive Stock Plan of which 55,000
will vest upon issuance and 60,500 will vest on January 1, 1999. In December of
each year, the Compensation Committee will determine (i) a performance bonus to
be paid for the then-current year and (ii) Mr. Cerqua's base salary for the
following year, which base salary will not be less than Mr. Cerqua's then-
existing base salary. In lieu of the 12,500 shares of common stock Mr. Cerqua
was to receive in April 1997 under the terms of his employment agreement, Mr.
Cerqua received non-qualified options to purchase 15,625 shares of the Company's
common stock at an exercise price of $1.53. Under the terms of the amended
employment agreement, all stock awards were eliminated.
Each employment agreement entitles the executive officer to receive
severance payments, equal to two years' compensation with regard to Mr. Holtz
and one year's compensation with regard to Mr. Cerqua, if his employment is
terminated by the Company without cause or if he elects to terminate such
employment for a "good reason," including a change of control of the Company.
For purposes of the employment agreements, a change of control means (i) any
change in the Company's Board of Directors such that a majority of the Board of
Directors is composed of members who were not members of the Board of Directors
on the date the employment agreements were made or (ii) removal of the executive
from membership on the Board of Directors by a vote of a majority of the
shareholders of the Company or failure of the Board of Directors to nominate the
executive for re-election to Board membership. Each executive officer is also
entitled to severance payments, equal to one year's compensation with regard to
Mr. Holtz and six month's compensation with regard to Mr. Cerqua, if he
voluntarily terminates his employment with the Company for a reason other than a
"good reason" and provides appropriate notice of such resignation.
In January 1997, Mr. D'Onofrio resigned from his positions as Executive
Vice President and a director of the Company. In connection therewith, Mr.
D'Onofrio will continue to receive his 1997 salary through December 1997. In
addition, Mr. D'Onofrio received a lump-sum payment of $195,000.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities 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 the Nasdaq Stock Market 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 1996 all the
aforesaid Section 16(a) filing requirements were complied with, except as
follows.
For the year 1996, one Initial Statement of Beneficial Ownership of
Securities on Form 3 was filed late by Dr. Dayan, which was required to be filed
in September 1996 due to his election to the Board of Directors in August 1996.
The Form 3 was filed in December 1996.
STOCK PRICE PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder 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, 1991 and ending December
31, 1996
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 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
<S> <C> <C> <C> <C> <C> <C>
Amerihost Properties, Inc. 100.000 189.286 178.571 101.786 178.571 177.679
Nasdaq US 100.000 116.378 133.595 130.587 184.674 227.164
Nasdaq Non-Financial 100.000 109.394 126.300 121.444 169.244 205.629
Assumes $100 invested on December 31, 1991 in the Common Stock of Amerihost
Properties, Inc. and the Nasdaq Stock Market and the Nasdaq Non-Financial
Stocks.
</TABLE>
CERTAIN TRANSACTIONS
Urban 2000 Corp. ("Urban") is owned 51% by H. Andrew Torchia, the Chairman of
the Board of Directors of the Company. Urban, a hotel development consulting
firm, and Mr. Torchia provided business development and consulting services to
the Company under a consulting agreement (the "Consulting Agreement") with Urban
which commenced in January 1994 and was terminated in January 1997. Under the
terms of the Consulting Agreement, Urban received (i) a monthly consulting fee
of $20,000, (ii) a residual fee based on the management fees the Company
received from management arrangements or relationships which resulted from
contacts initiated for the Company by Urban and (iii) transaction fees, based on
an established fee schedule and consistent with industry practice, for
transactions introduced by Urban. The Company also provided Urban with use of
the Company's telephone system. No additional amounts were paid to Urban for
the reimbursement of expenses. As part of this arrangement, Mr. Torchia did not
receive compensation for the services he provided to the Company, other than
warrants and other non-cash compensation for his services as Chairman. During
1994, 1995 and 1996, Urban received an annual consulting fee of $240,000 plus
aggregate additional fees of $289,915, $236,138 and $206,154, respectively, from
the Company and received $28,200 and $82,400, in 1994 and 1995, respectively, in
other transactional fees directly from joint ventures in which the Company is a
general partner.
The Company currently has a note receivable outstanding from each of Mr. Holtz,
a director and the President and Chief Executive Officer of the Company, and Mr.
Cerqua, a director and the Chief Financial Officer, Executive Vice President of
Finance, Secretary and Treasurer of the Company. In December 1994, Messrs.
Holtz and Cerqua executed notes in the amounts of $756,292 and $200,000,
respectively, (the "Officers Notes") to the Company for the purchase from the
Company of the original $800,000 note and related receivables and the 165,784
shares of the Common Stock held as collateral on said note. Following the
purchase, each of Messrs. Holtz and Cerqua pledged as collateral for the Officer
Notes the shares of Common Stock received upon the purchase of the original note
together with additional shares of the Company's Common Stock which each
individually owned. The Officer Notes provided for annual payments of interest
at 8% per annum commencing on December 31, 1997, with the principal balance due
December 31, 1997, and are collateralized by an aggregate of 273,369 shares of
the Company's Common Stock. Messrs. Holtz and Cerqua each have the option to
pay interest and principal with shares of the Company's Common Stock, with the
shares tendered being valued at the fair market value at time of payment. The
Officer Notes receivable have been classified as a reduction of shareholders'
equity on the Company's Consolidated Financial Statements.
In the past, certain of the Company's directors and executive officers have,
directly or indirectly, invested in joint ventures with the Company. For
example, Mr. Torchia, through Urban, has invested an aggregate of approximately
$144,000 as limited partners and approximately $49,000 as a general partner in
three joint ventures since 1991. Dr. Dayan, a director of the Company, has
invested approximately $1.6 million in seven joint ventures since 1988. In
addition, Dr. Chaifetz, who has been nominated by the Board of Directors to
stand for election as a director of the Company at the next annual meeting of
the Company's shareholders, has invested $72,000 in three joint ventures since
1991. Dr. Chaifetz and each of the Company's directors and executive officers
who have made such investments have done so on the same terms as all other
investors in such joint ventures. In addition to his investments in certain
joint ventures, Dr. Dayan also holds an interest in a mortgage on one of the
joint ventures. The mortgage, which has been in place since 1989, (i) has a
current outstanding balance of approximately $465,000, (ii) bears interest at an
annual rate of prime plus 4% (with a minimum annual interest rate of 12%), and
(iii) is payable in monthly installments through 1999.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock at June 30, 1997 by (i) each person who
is known by the Company to own beneficially more than 5% of the outstanding
shares of the Company's Common Stock, (ii) each of the Company's directors and
its director-nominee, (iii) each of the Named Officers and (iv) all directors
(including the director-nominee) and executive officers as a group. Except as
otherwise indicated, the Company believes that the beneficial owners of the
Common Stock listed below, based on information provided by such owners, have
sole investment and voting power with respect to such shares, subject to
community property laws where applicable. Except as set forth below, the
address of each of the shareholders named below is the Company's principal
headquarters.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
AS OF JUNE 30, 1997
NUMBER PERCENT(1)
NAME
<S> <C> <C>
Michael P. Holtz (2) . . . . . . . . . . . . . . . 877,091 12.8%
H. Andrew Torchia (2)(3) . . . . . . . . . . . . . 721,658 11.0
Richard A. D'Onofrio (2)(3) . . . . . . . . . . . . 721,658 11.0
Wellington Management Company (4) . . . . . . . . . 596,300 9.5
Massachusetts Financial Services Company (5) . . . 522,000 8.3
Russell J. Cerqua (2) . . . . . . . . . . . . . . . 316,305 4.9
Salomon J. Dayan (2) . . . . . . . . . . . . . . . 310,659 4.8
Reno J. Bernardo (2) . . . . . . . . . . . . . . . 94,458 1.5
Richard A. Chaifetz (6) . . . . . . . . . . . . . . 82,800 1.3
All directors and executive officers as a group
(6 persons)(3) . . . . . . . . . . . . . . . . . . 2,402,971 31.9
(1) Percentage of beneficial ownership is based on 6,301,397 shares of
Common Stock outstanding at June 30, 1997, plus, in the case of each
of Messrs. Holtz, Torchia, D'Onofrio, Cerqua, Bernardo and Dr. Dayan,
the amount of shares subject to options beneficially held by such
individual which are exercisable presently or within 60 days.
(2) Includes shares subject to options granted to the individuals directly
which are exercisable presently or within 60 days as follows: Mr.
Holtz, 535,000 shares; Mr. Torchia 283,750 shares (including options
for 68,750 shares owned by Urban 2000 Corp., See (3) below); Mr.
D'Onofrio 283,750 shares (including options for 68,750 shares owned by
Urban 2000 Corp., See (3) below); Mr. Cerqua, 223,333 shares;
Mr. Bernardo, 25,375 shares; and Dr. Dayan, 155,676 shares.
(3) Includes 375,832 shares owned by Urban, options exercisable into
68,750 shares owned by Urban which are exercisable presently or within
60 days and 7,676 shares owned by Urban Niles 1290 Corp., a wholly-
owned subsidiary of Urban. Mr. Torchia is the President and 51%
shareholder of Urban, and Mr. D'Onofrio is a 49% shareholder in Urban.
Mr. Torchia disclaims beneficial ownership of all but an aggregate of
195,589 shares and options exercisable into 35,063 shares owned,
directly or indirectly by Urban, and Mr. D'Onofrio disclaims
beneficial ownership of all but an aggregate of 187,919 shares and
options exercisable into 33,687 shares owned, directly or indirectly,
by Urban.
(4) Based upon information provided in its Schedule 13G dated January 24,
1997, Wellington Management Company ("WMC"), in its capacity as
investment advisor, may be deemed beneficial owner of 596,300 shares
of the Company which are owned by numerous investment counselling
clients. Of the shares shown above, WMC has shared voting power for
342,000 shares and shared investment power for 596,300 shares. WMC's
address is 75 State Street, Boston, MA 02109.
(5) Based upon information provided in its Schedule 13G dated February 12,
1997, Massachusetts Financial Services Company ("MFS"), in its
capacity as investment manager, may be deemed beneficial owner of
522,000 shares of the Company which are also beneficially owned by MFS
Series Trust II - MFS Emerging Growth Stock Fund, shares of which are
owned by numerous investors. MFS has sole voting and investment power
for the 522,000 shares. MFS's address is 500 Boylston Street, Boston,
MA 02116.
(6) Dr. Chaifetz has been nominated by the Board of Directors to stand for
election as a director of the Company at the Company's next annual
meeting of shareholders. The ComPsych Management Corporation
Retirement Plan owns 4,000 of the 82,800 shares. Dr. Chaifetz
disclaims beneficial ownership of the portion of the 4,000 shares
which are not held for his benefit.
</TABLE>
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 1998 shareholders' meeting must be received by the
Company not later than March 12, 1998. Any such proposals, as well as any
questions related thereto, should be directed to the Secretary of the Company.
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
July 14, 1997
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 Michael P. Holtz and Russell J. Cerqua 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 June 30, 1997, at the Annual Meeting of Shareholders to
be held on August 14, 1997 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 Reno J. Bernardo
Michael P. Holtz Salomon J. Dayan
Russell J. Cerqua Richard A. Chaifetz
INSTRUCTION: To withhold authority to vote for any individual nominee
write that nominee's name in the space provided below:
_______________________________________________________________________________
2. 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, this proxy will be
voted for all nominees listed in proposal 1 and in the discretion of the Proxies
for such other business as may properly come before the meeting.
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: _______________, 1997 ________________________________________
Signature (Title)
Print name and address:
________________________________________
_____________________________________ Signature if held jointly
_____________________________________
_____________________________________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED RETURN
ENVELOPE
