SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934)
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AMERIHOST PROPERTIES, INC.
(Name of Issuer)
AMERIHOST PROPERTIES, INC.
(Name of Person(s) Filing Statement)
Common Stock, $.005 par value 03070-D-209
(Title of Class of Securities) (CUSIP Number of Class of Securities)
Michael P. Holtz
Chief Executive Officer
Amerihost Properties, Inc.
2400 East Devon Ave., Suite 280
Des Plaines, Illinois 60018
847-298-4500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Helen R. Friedli, P.C.
McDermott, Will & Emery
227 West Monroe Street
Chicago, Illinois 60606
312-984-7563
May 3, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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<PAGE>
This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated May 3, 1999, relating to the
tender offer by Amerihost Properties, Inc., a Delaware corporation (the
"Company"), to purchase up to 1,000,000 shares of its common stock, $.005 par
value per share (the "Shares") at prices, net to the seller in cash, not greater
than $4.00 nor less than $3.375 per Share, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 3, 1999 (the "Offer to
Purchase") and the related Letter of Transmittal (which are herein collectively
referred to as the "Offer"). Copies of such documents have been previously filed
as Exhibits (a)(1) and (a)(2), respectively, to the Statement. The Statement is
hereby amended and supplemented to incorporate the information included herein
and in the exhibits referred to below.
ITEM 8. ADDITIONAL INFORMATION.
Section 6 "Certain Conditions of the Offer" of the Offer to Purchase
has been amended as set forth in the Form of Offer to Purchase, dated May 3,
1999, as amended, a copy of which is attached hereto as Exhibit (a)(9) and is
incorporated herein by this reference.
Under the amendment, the Company's right to terminate or amend the
Offer or refuse to accept, or postpone the acceptance of, tendered Shares upon
the occurrence of any one of certain specified conditions, will arise only if
the condition arises prior to the Expiration Date of the Offer (5:00 p.m. New
York City Time on June 2, 1999, unless extended by the Company). Initially, the
Company had such rights so long as one of the conditions arose prior to the time
the Company accepted tendered Shares for payment. In addition, as amended, the
determination of the existence or impact of certain conditions is subject to the
Company's "reasonable" judgment rather than the Company's "sole" judgment, as
initially provided.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
ITEM DESCRIPTION
(a)(9) Form of Offer to Purchase, dated May 3, 1999, as amended.
(a)(10) Press Release issued by the Company, dated May 26, 1999
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment to Schedule 13E-4 is true,
complete and correct.
AMERIHOST PROPERTIES, INC.
By: /s/ Michael P. Holtz
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Michael P. Holtz, Chief Executive Officer
Dated: May 27, 1999
[AMERIHOST LOGO]
OFFER TO PURCHASE FOR CASH UP TO
1,000,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT GREATER THAN $4.00
NOR LESS THAN $3.375 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY,
JUNE 2, 1999, UNLESS THE OFFER IS EXTENDED.
Amerihost Properties, Inc., a Delaware corporation (the "Company"),
invites its stockholders to tender shares of its common stock, $.005 par value
per share (the "Shares") to the Company at prices not greater than $4.00 nor
less than $3.375 per Share in cash, specified by tendering stockholders, upon
the terms and subject to the conditions set forth in this Offer to Purchase and
the related Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer").
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share price (not greater than $4.00 nor less than
$3.375 per Share), net to the seller in cash (the "Purchase Price"), that it
will pay for Shares validly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to buy 1,000,000 Shares validly tendered and not withdrawn
pursuant to the Offer (or such lesser number of Shares as are validly tendered
at prices not greater than $4.00 nor less than $3.375 per Share). The Company
will pay the Purchase Price for all Shares validly tendered at prices at or
below the Purchase Price and not withdrawn, upon the terms and subject to the
conditions of the Offer, including the proration terms hereof.
The Company reserves the right, in its sole discretion, to purchase
more than 1,000,000 Shares pursuant to the Offer. Shares tendered at prices in
excess of the Purchase Price and Shares not purchased because of proration will
be returned.
The Offer is not conditioned on any minimum number of shares being
tendered. The Offer is, however, subject to certain other conditions. See
Section 6.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MAKING OF THE
OFFER. HOWEVER, STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH
SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES
ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING SHARES. THE COMPANY HAS BEEN ADVISED THAT, OTHER THAN MR. BERNARDO, A
DIRECTOR OF THE COMPANY WHO MAY TENDER UP TO 20,000 SHARES, NONE OF ITS
DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE
OFFER. ANY SHARES TENDERED BY MR. BERNARDO MAY BE PURCHASED BY THE COMPANY IN
ACCORDANCE WITH THE TERMS OF THE OFFER IN THE SAME MANNER AS SHARES TENDERED BY
ANY OTHER STOCKHOLDER OF THE COMPANY.
The date of this Offer to Purchase is May 3, 1999.
<PAGE>
IMPORTANT
Any stockholders desiring to tender all or any portion of their Shares
should either:
(i) complete and sign the Letter of Transmittal or a facsimile
thereof in accordance with the instructions in the Letter of
Transmittal, mail or deliver it with any required signature guarantee,
or transmit an Agent's Message (as defined in Section 3) in connection
with a book-entry transfer, in each case with any other required
documents to Harris Trust and Savings Bank (the "Depositary"), and
either mail or deliver the stock certificates for such Shares to the
Depositary (with all such other documents) or follow the procedure for
book-entry delivery set forth in Section 3, or
(ii) request a broker, dealer, commercial bank, trust company
or other nominee to effect the transaction for such stockholder.
A stockholder having Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact that broker,
dealer, commercial bank, trust company or other nominee if such stockholder
desires to tender such Shares.
Stockholders who desire to tender Shares and whose certificates for
such Shares are not immediately available or who cannot comply with the
procedure for book-entry transfer on a timely basis or whose other required
documentation cannot be delivered to the Depositary, in any case, by the
expiration of the Offer should tender such Shares by following the procedures
for guaranteed delivery set forth in Section 3.
TO EFFECT A VALID TENDER OF THEIR SHARES, STOCKHOLDERS MUST VALIDLY
COMPLETE THE LETTER OF TRANSMITTAL, INCLUDING THE SECTION RELATING TO THE PRICE
AT WHICH THEY ARE TENDERING SHARES.
Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Company at its address and telephone number set
forth on the back cover of this Offer to Purchase.
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY
PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH
THE OFFER ON BEHALF OF THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFER TO
PURCHASE OR IN THE LETTER OF TRANSMITTAL. DO NOT RELY ON ANY SUCH RECOMMENDATION
OR ANY SUCH INFORMATION OR REPRESENTATION, IF GIVEN OR MADE, AS HAVING BEEN
AUTHORIZED BY THE COMPANY.
<PAGE>
Table of Contents
SECTION PAGE
Summary................................................................... 1
Introduction.............................................................. 2
The Offer................................................................. 3
1. Number of Shares; Proration.......................................... 3
2. Tenders by Owners of Fewer Than 100 Shares........................... 4
3. Procedure for Tendering Shares....................................... 5
4. Withdrawal Rights.................................................... 9
5. Purchase of Shares and Payment of Purchase Price..................... 9
6. Certain Conditions of the Offer...................................... 10
7. Price Range of Shares; Dividends..................................... 12
8. Background and Purpose of the Offer; Certain Effects of the Offer.... 12
9. Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares .................................. 14
10. Source and Amount of Funds........................................... 15
11. Certain Information About the Company................................ 15
12. Effects of the Offer on the Market for Shares; Registration Under
the Exchange Act................. ................................... 18
13. Certain Legal Matters; Regulatory Approvals.......................... 18
14. Certain U.S. Federal Income Tax Consequences......................... 19
15. Extension of the Offer; Termination; Amendments...................... 22
16. Fees and Expenses.................................................... 22
17. Miscellaneous........................................................ 23
Schedule I -- Certain Transactions Involving Shares....................... 24
<PAGE>
SUMMARY
This general summary is provided for the convenience of the Company's
stockholders and is qualified in its entirety by reference to the full text and
more specific details of this Offer to Purchase.
Number of Shares to be Purchased...... 1,000,000 Shares (or such lesser
number of Shares as are validly
tendered).
Purchase Price........................ The Company will determine a single
per Share net cash price, not greater
than $4.00 nor less than $3.375 per
Share, that it will pay for Shares
validly tendered. All Shares acquired
in the Offer will be acquired at
the Purchase Price even if tendered
below the Purchase Price. Each
stockholder desiring to tender Shares
must (i) specify in the Letter of
Transmittal the minimum price (not
greater than $4.00 nor less than
$3.375 per Share) at which such
stockholder is willing to have Shares
purchased by the Company or (ii)
elect to have such stockholder's
Shares purchased at a price
determined by the Dutch Auction
tender process, which could result in
such Shares being purchased at the
minimum price of $3.375 per Share.
How to Tender Shares.................. See Section 3. Call the Company or
consult your broker for assistance.
Brokerage Commissions................. None.
Stock Transfer Tax.................... None, if payment is made to the
registered holder. See Section 5.
Expiration and Proration Dates........ Wednesday, June 2, 1999, at
5:00 p.m., New York City Time, unless
extended by the Company.
Payment Date.......................... As soon as practicable after the
Expiration Date.
Position of the Company and its
Directors ............................ Neither the Company nor its Board of
Directors makes any recommendation to
any stockholder as to whether to
tender or refrain from tendering
Shares.
Withdrawal Rights..................... Tendered Shares may be withdrawn at
any time until 5:00 p.m., New York
City Time, on Wednesday, June 2,
1999, unless the Offer is extended by
the Company and, unless previously
purchased, after 12:00 Midnight, New
York City Time, on Tuesday, June 29,
1999. See Section 4.
Odd Lots.............................. There will be no proration of Shares
tendered by any stockholder owning
beneficially fewer than 100 Shares
in the aggregate as of April 15,
1999, and continuing to beneficially
own fewer than 100 Shares on the
Expiration Date, and who tenders all
such Shares at or below the Purchase
Price prior to the Expiration Date
and who checks the "Odd Lots" box in
the Letter of Transmittal.
Further Developments Regarding the
Offer ............................... Call the Company or consult your
broker.
<PAGE>
INTRODUCTION
Amerihost Properties, Inc., a Delaware corporation (the "Company"),
invites its stockholders to tender shares of its common stock, $.005 par value
per share (the "Shares") to the Company at prices not greater than $4.00 nor
less than $3.375 per Share in cash, specified by tendering stockholders, upon
the terms and subject to the conditions set forth in this Offer to Purchase and
the related Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer").
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share price (not greater than $4.00 nor less than
$3.375 per Share), net to the seller in cash (the "Purchase Price"), that it
will pay for Shares validly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to buy 1,000,000 Shares validly tendered and not withdrawn
pursuant to the Offer (or such lesser number of Shares as are validly tendered
at prices not greater than $4.00 nor less than $3.375 per Share). The Company
will pay the Purchase Price for all Shares validly tendered prior to the
Expiration Date (as defined in Section 1) at prices at or below the Purchase
Price and not withdrawn, upon the terms and subject to the conditions of the
Offer including the proration terms described below. The Company reserves the
right, in its sole discretion, to purchase more than 1,000,000 Shares pursuant
to the Offer.
The Offer is not conditioned on any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions. See
Section 6.
If, before the Expiration Date, more than 1,000,000 Shares (or such
greater number of Shares as the Company may elect to purchase) are validly
tendered at or below the Purchase Price and not withdrawn, the Company will,
upon the terms and subject to the conditions of the Offer, purchase Shares first
from all Odd Lot Owners (as defined in Section 2) who validly tender all their
Shares at or below the Purchase Price and then on a pro rata basis from all
other stockholders who validly tender Shares at prices at or below the Purchase
Price (and do not withdraw them prior to the Expiration Date). The Company will
return at its own expense all Shares not purchased pursuant to the Offer,
including Shares tendered at prices greater than the Purchase Price and Shares
not purchased because of proration.
The Purchase Price will be paid net to the tendering stockholder in
cash for all Shares purchased. Tendering stockholders will not be obligated to
pay brokerage commissions, solicitation fees or, subject to Instruction 7 of the
Letter of Transmittal, stock transfer taxes on the Company's purchase of Shares
pursuant to the Offer. HOWEVER, ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO
FAILS TO COMPLETE, SIGN AND RETURN TO THE DEPOSITARY (AS DEFINED BELOW) THE
SUBSTITUTE FORM W-9 THAT IS INCLUDED AS PART OF THE LETTER OF TRANSMITTAL MAY BE
SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS
PROCEEDS PAYABLE TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. See
Section 3. In addition, the Company will pay all fees and expenses of Harris
Trust and Savings Bank (the "Depositary") in connection with the Offer. See
Section 16.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MAKING OF THE
OFFER. HOWEVER, STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH
SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES
ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING SHARES. THE COMPANY HAS BEEN ADVISED THAT, OTHER THAN MR. BERNARDO, A
DIRECTOR OF THE COMPANY WHO MAY TENDER UP TO 20,000 SHARES, NONE OF ITS
DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE
OFFER. ANY SHARES TENDERED BY MR. BERNARDO MAY BE PURCHASED BY THE COMPANY IN
ACCORDANCE WITH THE TERMS OF THE OFFER IN THE SAME MANNER AS SHARES TENDERED BY
ANY OTHER STOCKHOLDER OF THE COMPANY.
As of the close of business on April 27, 1999, there were 6,043,132
Shares outstanding and 2,031,033 Shares issuable upon exercise of outstanding
stock options under the Company's Stock Option Plan, warrants or other
convertible securities issued by the Company. The 1,000,000 Shares that the
Company is offering to purchase represent approximately 16.6% of the outstanding
Shares (approximately 12.4% assuming the exercise of all outstanding options,
warrants and other convertible securities). The funds necessary to consummate
<PAGE>
the Offer will be provided through borrowings under the Company's Line-of-Credit
(as defined in Section 10) or cash held by the Company.
The Shares are listed on the Nasdaq National Market ("Nasdaq") under
the symbol "HOST." On April 27, 1999 the closing per Share sales price as
reported by Nasdaq was $3.375. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET
QUOTATIONS FOR THE SHARES.
THE OFFER
1. NUMBER OF SHARES; PRORATION.
Upon the terms and subject to the conditions of the Offer, the Company
will accept for payment (and thereby purchase) 1,000,000 Shares or such lesser
number of Shares as are validly tendered before the Expiration Date (and not
withdrawn in accordance with Section 4) at a net cash price (determined in the
manner set forth below) not greater than $4.00 nor less than $3.375 per Share.
The term "Expiration Date" means 5:00 p.m., New York City Time, on Wednesday,
June 2, 1999, unless and until the Company in its sole discretion shall have
extended the period of time during which the Offer is open, in which event the
term "Expiration Date" shall refer to the latest time and date at which the
Offer, as so extended by the Company, shall expire. See Section 15 for a
description of the Company's right to extend the time during which the Offer is
open and to delay, terminate or amend the Offer. Subject to Section 2, if the
Offer is oversubscribed, Shares tendered at or below the Purchase Price before
the Expiration Date will be eligible for proration. The proration period also
expires on the Expiration Date.
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share Purchase Price that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer, taking into account
the number of Shares so tendered and the prices specified by tendering
stockholders. The Company will select the lowest Purchase Price that will allow
it to buy 1,000,000 Shares validly tendered and not withdrawn pursuant to the
Offer (or such lesser number as are validly tendered at prices not greater than
$4.00 nor less than $3.375 per Share).
The Company reserves the right, in its sole discretion, to purchase
more than 1,000,000 Shares pursuant to the Offer, but does not currently plan to
do so. The Offer is not conditioned on any minimum number of Shares being
tendered. In accordance with applicable regulations of the Securities and
Exchange Commission (the "Commission"), the Company may purchase pursuant to the
Offer an additional amount of Shares not to exceed 2% of the outstanding Shares
without amending or extending the Offer.
If (i) the Company increases or decreases the price to be paid for
Shares, increases the number of Shares being sought and such increase in the
number of Shares being sought exceeds 2% of the outstanding Shares, or decreases
the number of Shares being sought and (ii) the Offer is scheduled to expire at
any time earlier than the expiration of a period ending on the tenth business
day from, and including, the date notice of such increase or decrease is first
published, sent or given in the manner specified in Section 15, the Offer will
be extended until the expiration of such period of ten business days. For
purposes of the Offer, a "business day" means any day other than a Saturday,
Sunday or federal holiday and consists of the time period from 12:01 a.m.
through 12:00 Midnight, New York City Time.
The Offer is not conditioned on any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions. See
Section 6.
In accordance with Instruction 5 of the Letter of Transmittal, each
stockholder desiring to tender Shares must (i) specify the price (not greater
than $4.00 nor less than $3.375 per Share) at which such stockholder is willing
to have the Company purchase Shares or (ii) elect to have such stockholder's
Shares purchased at a price determined by the Dutch Auction tender process,
which could result in such Shares being purchased at the minimum price of $3.375
per Share.
As promptly as practicable following the Expiration Date, the Company
will, in its sole discretion, determine the Purchase Price (not greater than
$4.00 nor less than $3.375 per Share) that it will pay for Shares validly
<PAGE>
tendered and not withdrawn pursuant to the Offer, taking into account the number
of Shares so tendered and the prices specified by tendering stockholders. The
Company will pay the Purchase Price for all Shares validly tendered prior to the
Expiration Date at prices at or below the Purchase Price and not withdrawn, upon
the terms and subject to the conditions of the Offer. All Shares not purchased
pursuant to the Offer, including Shares tendered at prices greater than the
Purchase Price and Shares not purchased because of proration, will be returned
to the tendering stockholders at the Company's expense as promptly as
practicable following the Expiration Date.
If the number of Shares validly tendered at or below the Purchase Price
and not withdrawn prior to the Expiration Date is less than or equal to
1,000,000 Shares (or such greater number of Shares as the Company may elect to
purchase pursuant to the Offer), the Company will, upon the terms and subject to
the conditions of the Offer, purchase at the Purchase Price all Shares so
tendered.
PRIORITY. Upon the terms and subject to the conditions of the Offer, in
the event that prior to the Expiration Date more than 1,000,000 Shares (or such
greater number of Shares as the Company may elect to purchase pursuant to the
Offer) are validly tendered at or below the Purchase Price and not withdrawn,
the Company will purchase such validly tendered Shares in the following order of
priority:
(i) all Shares validly tendered at or below the Purchase Price
and not withdrawn prior to the Expiration Date by any Odd Lot Owner (as
defined in Section 2) who:
(a) tenders all Shares beneficially owned by such Odd
Lot Owner at or below the Purchase Price (partial tenders will
not qualify for this preference); and
(b) completes the box captioned "Odd Lots" on the
Letter of Transmittal and, if applicable, on the Notice of
Guaranteed Delivery; and
(ii) after purchase of all of the foregoing Shares, all other
Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date, on a pro rata basis.
PRORATION. In the event that proration of tendered Shares is required,
the Company will determine the final proration factor as promptly as practicable
after the Expiration Date. Proration for each stockholder tendering Shares
(other than Odd Lot Owners) shall be based on the ratio of the number of Shares
tendered by such stockholder at or below the Purchase Price to the total number
of Shares tendered by all stockholders (other than Odd Lot Owners) at or below
the Purchase Price. This ratio will be applied to stockholders tendering Shares
(other than Odd Lot Owners) to determine the number of Shares that will be
purchased from each such stockholder pursuant to the Offer. Although the Company
does not expect to be able to announce the final results of such proration until
approximately seven business days after the Expiration Date, it will announce
preliminary results of proration by press release as promptly as practicable
after the Expiration Date. Stockholders can obtain such preliminary information
from the Depositary and may be able to obtain such information from their
brokers.
As described in Section 14, the number of Shares that the Company will
purchase from a stockholder may affect the United States federal income tax
consequences to the stockholder of such purchase and therefore may be relevant
to a stockholder's decision whether to tender Shares. The Letter of Transmittal
affords each tendering stockholder the opportunity to designate the order of
priority in which Shares tendered are to be purchased in the event of proration.
This Offer to Purchase and the related Letter of Transmittal will be
mailed to record holders of Shares as of April 15, 1999 and will be furnished to
brokers, banks and similar persons whose names, or the names of whose nominees,
appear on the Company's stockholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of Shares.
2. TENDERS BY OWNERS OF FEWER THAN 100 SHARES.
The Company, upon the terms and subject to the conditions of the Offer,
will accept for purchase, without proration, all Shares validly tendered at or
below the Purchase Price and not withdrawn on or prior to the Expiration Date by
or on behalf of stockholders who beneficially owned as of the close of business
on April 15, 1999, and continue to beneficially own as of the Expiration Date,
<PAGE>
an aggregate of fewer than 100 Shares ("Odd Lot Owners"). See Section 1. To
avoid proration, however, an Odd Lot Owner must validly tender at or below the
Purchase Price all such Shares that such Odd Lot Owner beneficially owns. This
preference is not available to partial tenders or to owners of 100 or more
Shares in the aggregate, even if such owners have separate stock certificates
for fewer than 100 such Shares.
Any Odd Lot Owner wishing to tender all Shares beneficially owned by
such stockholder pursuant to this Offer must complete the box captioned "Odd
Lots" in the Letter of Transmittal and, if applicable, on the Notice of
Guaranteed Delivery, and must properly indicate in the section entitled "Price
(In Dollars) Per Share At Which Shares Are Being Tendered" in the Letter of
Transmittal the price at which such Shares are being tendered, or may elect to
have all of such Shares purchased at the Purchase Price determined by the Dutch
Auction tender process. See Section 3. Stockholders owning an aggregate of less
than 100 Shares whose Shares are purchased pursuant to the Offer will avoid both
the payment of brokerage commissions and any applicable odd lot discounts
payable on a sale of their Shares in transactions on the Nasdaq.
As of April 15, 1999, there were approximately 1,380 holders of record
of Shares. Approximately 51.2% of these holders of record held individually
fewer than 100 Shares and held in the aggregate 28,883 Shares. Because of the
large number of Shares held in the names of brokers and nominees, the Company is
unable to estimate the number of beneficial owners of fewer than 100 Shares or
the aggregate number of Shares they own.
The Company also reserves the right, but will not be obligated, to
purchase all Shares duly tendered by any stockholder who tendered any Shares
beneficially owned at or below the Purchase Price and who, as a result of
proration, would then beneficially own an aggregate of fewer than 100 Shares. If
the Company exercises this right, it will increase the number of Shares that it
is offering to purchase in the Offer by the number of Shares purchased through
the exercise of such right.
3. PROCEDURE FOR TENDERING SHARES.
PROPER TENDER OF SHARES. For Shares to be validly tendered pursuant to
the Offer:
(i) the certificates for such Shares (or confirmation of
receipt of such Shares pursuant to the procedures for book-entry
transfer set forth below), together with a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof)
with any required signature guarantees, or an Agent's Message in
connection with a book-entry transfer, in each case together with any
other documents required by the Letter of Transmittal, must be received
prior to 5:00 p.m., New York City Time, on the Expiration Date by the
Depositary at its address set forth on the back cover of this Offer to
Purchase; or
(ii) the tendering stockholder must comply with the guaranteed
delivery procedure set forth below.
AS SPECIFIED IN INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, EACH
STOCKHOLDER DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST EITHER (A)
CHECK THE BOX IN THE SECTION OF THE LETTER OF TRANSMITTAL CAPTIONED "SHARES
TENDERED AT PRICE DETERMINED BY DUTCH AUCTION" OR (B) CHECK ONE OF THE BOXES IN
THE SECTION OF THE LETTER OF TRANSMITTAL CAPTIONED "SHARES TENDERED AT A PRICE
DETERMINED BY STOCKHOLDER."
A STOCKHOLDER WHO WISHES TO MAXIMIZE THE CHANCE THAT SUCH STOCKHOLDER'S
SHARES WILL BE PURCHASED AT THE RELEVANT PURCHASE PRICE SHOULD CHECK THE BOX ON
THE LETTER OF TRANSMITTAL MARKED "SHARES TENDERED AT PRICE DETERMINED BY DUTCH
AUCTION." NOTE THAT THIS ELECTION COULD RESULT IN SUCH STOCKHOLDER'S SHARES
BEING PURCHASED AT THE MINIMUM PRICE OF $3.375 PER SHARE. A STOCKHOLDER WHO
WISHES TO INDICATE A SPECIFIC PRICE (IN MULTIPLES OF $.125) AT WHICH SUCH
STOCKHOLDER'S SHARES ARE BEING TENDERED MUST CHECK A BOX UNDER THE SECTION
CAPTIONED "SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER" OF THE LETTER OF
TRANSMITTAL IN THE TABLE LABELED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES
ARE BEING TENDERED." A STOCKHOLDER WHO WISHES TO TENDER SHARES AT MORE THAN ONE
PRICE MUST COMPLETE SEPARATE LETTERS OF TRANSMITTAL FOR EACH PRICE AT WHICH SUCH
SHARES ARE BEING TENDERED. THE SAME SHARES CANNOT BE TENDERED AT MORE THAN ONE
PRICE.
<PAGE>
A TENDER OF SHARES WILL BE PROPER IF, AND ONLY IF, ON THE LETTER OF
TRANSMITTAL EITHER THE BOX IN THE SECTION CAPTIONED "SHARES TENDERED AT PRICE
DETERMINED BY DUTCH AUCTION" OR ONE OF THE BOXES IN THE SECTION CAPTIONED
"SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER" IS CHECKED.
Odd Lot Owners who tender all Shares must complete the section entitled
"Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of
Guaranteed Delivery, in order to qualify for the preferential treatment
available to Odd Lot Owners as set forth in Section 2.
SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee is
required on the Letter of Transmittal if (i) the Letter of Transmittal is signed
by the registered holder of the Shares (which term, for purposes of this
Section, includes any participant in The Depository Trust Company (the
"Book-Entry Transfer Facility") whose name appears on a security position
listing as the holder of the Shares) tendered therewith and payment and delivery
are to be made directly to such registered holder, or (ii) Shares are tendered
for the account of a firm or other entity that is a member in good standing of
the Security Transfer Agent's Medallion Program, the New York Stock Exchange
Medallion Program or the Stock Exchange Medallion Program (an "Eligible
Institution"). In this regard see Section 5 for information with respect to
applicable stock transfer taxes. In all other cases, all signatures on the
Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 1 of the Letter of Transmittal.
If a certificate representing Shares is registered in the name of a
person other then the signer of a Letter of Transmittal, or if payment is to be
made, or Shares not purchased or tendered are to be returned, to a person other
than the registered holder, the certificate must be endorsed or accompanied by
an appropriate stock power, in either case signed exactly as the name of the
registered holder appears on the certificate, with the signature on the
certificate or stock power guaranteed by an Eligible Institution.
In all cases, payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of certificates for such Shares (or a timely confirmation of a book-entry
transfer of such Shares into the Depositary's account at the Book-Entry Transfer
Facility as described below), and a properly completed and duly executed Letter
of Transmittal (or manually signed facsimile thereof), or an Agent's Message in
connection with a book-entry transfer, together with any other documents
required by the Letter of Transmittal.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES,
THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION
AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
BOOK-ENTRY DELIVERY. The Depositary will establish an account with
respect to the Shares at the Book-Entry Transfer Facility for purposes of the
Offer within two business days after the date of this Offer to Purchase. Any
financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of the Shares by causing the
Book-Entry Transfer Facility to transfer such Shares into the Depositary's
account in accordance with the Book-Entry Transfer Facility's procedure for such
transfer.
Even though delivery of Shares may be effected through book-entry
transfer into the Depositary's account at the Book-Entry Transfer Facility, a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof), with any required signature guarantees, or an Agent's
Message, in each case together with any other required documents must, in any
case, be transmitted to and received by the Depositary at one of its addresses
set forth on the back cover of this Offer to Purchase prior to the Expiration
Date, or the guaranteed delivery procedure set forth below must be followed. The
confirmation of a book-entry transfer of Shares into the Depositary's account at
the Book-Entry Transfer Facility as described above is referred to herein as a
"Book-Entry Confirmation." DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
The term "Agent's Message" means a message transmitted by the
Book-Entry Transfer Facility to, and received by, the Depositary and forming a
part of a Book-Entry Confirmation, which states that the Book-Entry Transfer
<PAGE>
Facility has received an express acknowledgment from the participant in the
Book-Entry Transfer Facility tendering the Shares that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that the Company may enforce such agreement against the participant.
GUARANTEED DELIVERY. If a stockholder desires to tender Shares pursuant
to the Offer and such stockholder's Share certificates cannot be delivered to
the Depositary prior to the Expiration Date (or the procedures for book-entry
transfer cannot be completed on a timely basis) or time will not permit all
required documents to reach the Depositary before the Expiration Date, such
Shares may nevertheless be tendered provided that all of the following
conditions are satisfied:
(i) such tender is made by or through an Eligible Institution;
(ii) the Depositary receives (by hand, mail, overnight
courier, telegram or facsimile transmission), on or prior to the
Expiration Date, a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form the Company has provided
with this Offer to Purchase (indicating the price at which the Shares
are being tendered), including (where required) a signature guarantee
by an Eligible Institution in the form set forth in such Notice of
Guaranteed Delivery; and
(iii) the certificates for all tendered Shares in proper form
for transfer (or confirmation of book-entry transfer of such Shares
into the Depositary's account at the Book-Entry Transfer Facility),
together with a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) and any required
signature guarantees (or, in the case of book-entry transfer, an
Agent's Message) and any other documents required by the Letter of
Transmittal, are received by the Depositary no later than 5:00 p.m.,
New York City Time, on the third Nasdaq trading day after the date the
Depositary receives such Notice of Guaranteed Delivery.
RETURN OF UNPURCHASED SHARES. If any tendered Shares are not purchased,
or if less than all Shares evidenced by a stockholder's certificates are
tendered, certificates for unpurchased Shares will be returned as promptly as
practicable after the expiration or termination of the Offer or, in the case of
Shares tendered by book-entry transfer at the Book-Entry Transfer Facility, such
Shares will be credited to the appropriate account maintained by the tendering
stockholder at the Book-Entry Transfer Facility, in each case without expense to
such stockholder.
BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the United States federal
income tax backup withholding rules, unless an exemption applies under the
applicable law and regulations, 31% of the gross proceeds payable to a
stockholder or other payee pursuant to the Offer must be withheld and remitted
to the United States Treasury, unless the stockholder or other payee provides
such person's taxpayer identification number (employer identification number or
social security number) to the Depositary and certifies under penalties of
perjury that such number is correct. Therefore, each tendering stockholder
should complete and sign the Substitute Form W-9 included as part of the Letter
of Transmittal so as to provide the information and certification necessary to
avoid backup withholding, unless such stockholder otherwise establishes to the
satisfaction of the Depositary that the stockholder is not subject to backup
withholding. Certain stockholders (including, among others, all corporations and
certain foreign stockholders (in addition to foreign corporations)) are not
subject to these backup withholding and reporting requirements. In order for a
foreign stockholder to qualify as an exempt recipient, that stockholder must
submit an IRS Form W-8 or a Substitute Form W-9, signed under penalties of
perjury, attesting to that stockholder's exempt status. Such statements can be
obtained from the Depositary. See Instructions 10 and 11 of the Letter of
Transmittal. Backup withholding is not an additional tax; any amounts so
withheld may be credited against the U.S. federal income tax liability of the
beneficial holder subject to the withholding.
TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING EQUAL TO 31% OF THE
GROSS PAYMENTS MADE TO STOCKHOLDERS FOR SHARES PURCHASED PURSUANT TO THE OFFER,
EACH STOCKHOLDER WHO DOES NOT OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH
WITHHOLDING MUST PROVIDE THE DEPOSITARY WITH THE STOCKHOLDER'S CORRECT TAXPAYER
IDENTIFICATION NUMBER AND PROVIDE CERTAIN OTHER INFORMATION BY COMPLETING THE
SUBSTITUTE FORM W-9 INCLUDED AS PART OF THE LETTER OF TRANSMITTAL.
For a discussion of certain United States federal income tax
consequences to tendering stockholders, see Section 14.
<PAGE>
WITHHOLDING FOR FOREIGN STOCKHOLDERS. Even if a foreign stockholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold United States federal income taxes equal to 30% of the gross
payments payable to a foreign stockholder or his or her agent unless the
Depositary determines that a reduced rate of withholding is available pursuant
to a tax treaty or that an exemption from withholding is applicable because such
gross proceeds are effectively connected with the conduct of a trade or business
within the United States. For this purpose, a foreign stockholder is any
stockholder that is not (i) a citizen or resident of the United States, (ii) a
corporation, partnership, or other entity created or organized in or under the
laws of the United States, any State or any political subdivision thereof, (iii)
an estate the income of which is subject to United States federal income
taxation regardless of the source of such income, or (iv) a trust whose
administration is subject to the primary supervision of a United States court
and which has one or more United States fiduciaries who have the authority to
control all substantial decisions of the trust. In order to obtain a reduced
rate of withholding pursuant to a tax treaty, a foreign stockholder must deliver
to the Depositary before the payment a properly completed and executed IRS Form
1001. In order to obtain an exemption from withholding on the grounds that the
gross proceeds paid pursuant to the Offer are effectively connected with the
conduct of a trade or business within the United States, a foreign stockholder
must deliver to the Depositary a properly completed and executed IRS Form 4224.
The Depositary will determine a stockholder's status as a foreign stockholder
and eligibility for a reduced rate of, or exemption from, withholding by
reference to any outstanding certificates or statements concerning eligibility
for a reduced rate of, or exemption from, withholding (e.g., IRS Form 1001 or
IRS Form 4224) unless facts and circumstances indicate that such reliance is not
warranted. A foreign stockholder may be eligible to obtain a refund of all or a
portion of any tax withheld if such stockholder meets the "complete redemption,"
"substantially disproportionate" or "not essentially equivalent to a dividend"
test described in Section 14 or is otherwise able to establish that no tax or a
reduced amount of tax is due. Backup withholding generally will not apply to
amounts subject to the 30% or a treaty-reduced rate of withholding. FOREIGN
STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE
APPLICATION OF UNITED STATES FEDERAL INCOME TAX WITHHOLDING, INCLUDING
ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE REFUND
PROCEDURE. See Instructions 13 and 14 of the Letter of Transmittal.
TENDERING STOCKHOLDER'S REPRESENTATION AND WARRANTY; COMPANY'S
ACCEPTANCE CONSTITUTES AN AGREEMENT. It is a violation of Rule 14e-4 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for
a person acting alone or in concert with others, directly or indirectly, to
tender Shares for such person's own account unless at the time of tender and at
the Expiration Date such person has a "net long position" equal to or greater
than the amount tendered in the Shares and will deliver or cause to be delivered
(i) such Shares for the purpose of tender to the Company within the period
specified in the Offer, or (ii) other securities immediately convertible into,
exercisable for or exchangeable into Shares ("Equivalent Securities") and, upon
the acceptance of such tender, will acquire such Shares by conversion, exchange
or exercise of such Equivalent Securities to the extent required by the terms of
the Offer and will deliver or cause to be delivered such Shares so acquired for
the purpose of tender to the Company within the period specified in the Offer.
Rule 14e-4 also provides a similar restriction applicable to the tender
or guarantee of a tender on behalf of another person. A tender of Shares made
pursuant to any method of delivery set forth herein will constitute the
tendering stockholder's representation and warranty to the Company that (i) such
stockholder has a "net long position" in Shares or Equivalent Securities being
tendered within the meaning of Rule 14e-4, and (ii) such tender of Shares
complies with Rule 14e-4. The Company's acceptance for payment of Shares
tendered pursuant to the Offer will constitute a binding agreement between the
tendering stockholder and the Company upon the terms and subject to the
conditions of the Offer.
DETERMINATIONS OF VALIDITY; REJECTION OF SHARES; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the number of Shares
to be accepted, the price to be paid therefor and the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Shares will be determined by the Company, in its sole discretion, which
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any or all tenders it determines not to be in
proper form or the acceptance of or payment for which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Offer and any defect or irregularity in the
tender of any particular Shares or by any particular stockholder. No tender of
Shares will be deemed to be properly made until all defects or irregularities
have been cured or waived. Neither the Company nor the Depositary, or any other
<PAGE>
person, is or will be obligated to give notice of any defects or irregularities
in tenders, and none of them will incur any liability for failure to give any
such notice.
CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF
TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST
BE DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS
DELIVERED TO THE COMPANY MAY NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE
MAY BE DEEMED TO BE NOT VALIDLY TENDERED.
4. WITHDRAWAL RIGHTS.
Except as otherwise provided in this Section 4, tenders of Shares
pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may
be withdrawn at any time before the Expiration Date and, unless accepted for
payment by the Company as provided in this Offer to Purchase, may also be
withdrawn after 12:00 Midnight, New York City Time, on Tuesday, June 29, 1999.
For a withdrawal to be effective, the Depositary must receive (at its
address set forth on the back cover of this Offer to Purchase) a notice of
withdrawal in written, telegraphic or facsimile transmission form on a timely
basis. Such notice of withdrawal must specify the name of the person who
tendered the Shares to be withdrawn, the number of Shares tendered, the number
of Shares to be withdrawn and the name of the registered holder, if different
from that of the person who tendered such Shares.
If the certificates have been delivered or otherwise identified to the
Depositary, then, prior to the release of such certificates, the tendering
stockholder must also submit the serial numbers shown on the particular
certificates evidencing the Shares and the signature on the notice of withdrawal
must be guaranteed by an Eligible Institution (except in the case of Shares
tendered by an Eligible Institution). If Shares have been tendered pursuant to
the procedure for book-entry transfer set forth in Section 3, the notice of
withdrawal must specify the name and the number of the account at the Book-Entry
Transfer Facility to be credited with the withdrawn Shares and otherwise comply
with the procedures of such facility.
All questions as to the form and validity, including time of receipt,
of notices of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding on all parties.
Neither the Company nor the Depositary, or any other person, is or will be
obligated to give any notice of any defects or irregularities in any notice of
withdrawal, and none of them will incur any liability for failure to give any
such notice.
Withdrawals may not be rescinded, and any Shares properly withdrawn
will thereafter be deemed not tendered for purposes of the Offer. However,
withdrawn Shares may be re-tendered before the Expiration Date by again
following any of the procedures described in Section 3.
If the Company extends the Offer, is delayed in its purchase of Shares
or is unable to purchase Shares pursuant to the Offer for any reason, then,
without prejudice to the Company's rights under the Offer, the Depositary may,
subject to applicable law, retain on behalf of the Company all tendered Shares,
and such Shares may not be withdrawn except to the extent tendering stockholders
are entitled to withdrawal rights as described in this Section 4.
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE.
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share Purchase Price that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer, taking into account
the number of Shares so tendered and the prices specified by tendering
stockholders, and will accept for payment and pay for (and thereby purchase)
Shares validly tendered at or below the Purchase Price and not withdrawn as soon
as practicable after the Expiration Date. For purposes of the Offer, the Company
will be deemed to have accepted for payment (and therefore purchased), subject
to proration, Shares that are validly tendered at or below the Purchase Price
and not withdrawn when, as and if it gives oral or written notice to the
Depositary of its acceptance of such Shares for payment pursuant to the Offer.
<PAGE>
Upon the terms and subject to the conditions of the Offer, the Company
will purchase and pay a single per Share Purchase Price for all of the Shares
accepted for payment pursuant to the Offer as soon as practicable after the
Expiration Date. In all cases, payment for Shares tendered and accepted for
payment pursuant to the Offer will be made promptly (subject to possible delay
in the event of proration) but only after timely receipt by the Depositary of
certificates for Shares (or of a timely Book-Entry Confirmation of such Shares
into the Depositary's account at the Book-Entry Transfer Facility), and a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof), or, in the case of a book-entry transfer, an Agent's
Message, in each case together with any other required documents.
Payment for Shares purchased pursuant to the Offer will be made by
depositing the aggregate Purchase Price therefor with the Depositary, which will
act as agent for tendering stockholders for the purpose of receiving payment
from the Company and transmitting payment to the tendering stockholders. In the
event of proration, the Company will determine the proration factor and pay for
those tendered Shares accepted for payment as soon as practicable after the
Expiration Date. However, the Company does not expect to be able to announce the
final results of any such proration until approximately seven business days
after the Expiration Date. Under no circumstances will the Company pay interest
on the Purchase Price including, without limitation, by reason of any delay in
making payment.
Certificates for all Shares not purchased, including all Shares
tendered at prices greater than the Purchase Price and Shares not purchased due
to proration, will be returned (or, in the case of Shares tendered by book-entry
transfer, such Shares will be credited to the account maintained with the
Book-Entry Transfer Facility by the participant who so delivered such Shares) as
promptly as practicable following the Expiration Date or termination of the
Offer, without expense to the tendering stockholder. In addition, if certain
events occur, the Company may not be obligated to purchase Shares pursuant to
the Offer. See Section 6.
The Company will pay all stock transfer taxes, if any, payable on the
transfer to it of Shares purchased pursuant to the Offer; provided, however,
that if payment of the Purchase Price is to be made to, or (in the circumstances
permitted by the Offer) if unpurchased Shares are to be registered in the name
of, any person other than the registered holder, or if tendered certificates are
registered in the name of any person other than the person signing the Letter of
Transmittal, the amount of all stock transfer taxes, if any (whether imposed on
the registered holder or such other person), payable on account of the transfer
to such person will be deducted from the Purchase Price unless evidence
satisfactory to the Company of the payment of such taxes or exemption therefrom
is submitted. See Instruction 7 of the Letter of Transmittal.
Any tendering stockholder or other payee who fails to complete fully,
sign and return to the Depositary the Substitute Form W-9 included as part of
the Letter of Transmittal may be subject to required backup U.S. federal income
tax withholding of 31% of the gross proceeds paid to such stockholder or other
payee pursuant to the Offer. See Section 3. Also see Section 3 regarding U.S.
federal income tax consequences for foreign stockholders.
6. CERTAIN CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the Offer, the Company shall not
be required to accept for payment, purchase or pay for any Shares tendered, and
may terminate or amend the Offer or may postpone the acceptance for payment of,
or the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f)
promulgated under the Exchange Act, if at any time on or after May 3, 1999 and
prior to the Expiration Date any of the following events shall have occurred (or
shall have been determined by the Company to have occurred) that, in the
Company's judgment in any such case and regardless of the circumstances giving
rise thereto (including any action or omission to act by the Company), makes it
inadvisable to proceed with the Offer or with such acceptance for payment or
payment:
(a) there shall have been threatened, instituted or be pending
before any court, agency, authority or other tribunal any action, suit
or proceeding by any government or governmental, regulatory or
administrative agency or authority or by any other person, domestic,
foreign or supranational, or any judgment, order or injunction entered,
enforced or deemed applicable by any such court, authority, agency or
tribunal, which (i) challenges or seeks to make illegal, or to delay or
otherwise directly or indirectly to restrain, prohibit or otherwise
affect the making of the Offer, the acquisition of Shares pursuant to
<PAGE>
the Offer or is otherwise related in any manner to, or otherwise
affects, the Offer or (ii) could, in the reasonable judgment of the
Company, materially affect the business, condition (financial or
otherwise), income, operations or prospects of the Company and its
subsidiaries, taken as a whole, or otherwise materially impair in any
way the contemplated future conduct of the business of the Company and
its subsidiaries, taken as a whole, or materially impair the Offer's
contemplated benefits to the Company; or
(b) there shall have been any action threatened or taken, or
any approval withheld, or any statute, rule or regulation invoked,
proposed, sought, promulgated, enacted, entered, amended, enforced or
deemed to be applicable to the Offer or the Company or any of its
subsidiaries, by any government or governmental, regulatory or
administrative authority or agency or tribunal, domestic, foreign or
supranational, which, in the reasonable judgment of the Company, would
or might directly or indirectly result in any of the consequences
referred to in clause (i) or (ii) of paragraph (a) above; or
(c) there shall have occurred
(i) the declaration of any banking moratorium or any
suspension of payments in respect of banks in the United
States (whether or not mandatory);
(ii) any general suspension of trading in, or
limitation on prices for, securities on any United States
national securities exchange or in the over-the-counter
market;
(iii) the commencement of a war, armed hostilities or
any other national or international crisis directly or
indirectly involving the United States;
(iv) any limitation (whether or not mandatory) by any
governmental, regulatory or administrative agency or authority
on, or any event which, in the reasonable judgment of the
Company, might materially affect, the extension of credit by
banks or other lending institutions in the United States;
(v) any significant decrease in the market price of
the Shares or in the market prices of equity securities
generally in the United States or any change in the general
political, market, economic or financial conditions in the
United States or abroad that could have, in the reasonable
judgment of the Company, a material adverse effect on the
business, condition (financial or otherwise), income,
operations or prospects of the Company and its subsidiaries,
taken as a whole, or on the trading in the Shares or on the
proposed financing of the Offer;
(vi) in the case of any of the foregoing existing at
the time of the announcement of the Offer, a material
acceleration or worsening thereof; or
(vii) any decline in either the Dow Jones Industrial
Average or the S&P 500 Composite Index by an amount in excess
of 10% measured from the close of business on April 30, 1999;
or
(d) any change shall occur or be threatened in the business,
condition (financial or otherwise), income, operations or prospects of
the Company and its subsidiaries, taken as a whole, which in the
reasonable judgment of the Company is or may be material to the Company
and its subsidiaries taken as a whole; or
(e) a tender or exchange offer with respect to some or all of
the Shares (other than the Offer), or a merger or acquisition proposal
for the Company, shall have been proposed, announced or made by another
person or shall have been publicly disclosed, or the Company shall have
learned that (i) any person or "group" (within the meaning of Section
13(d)(3) of the Exchange Act) has acquired or proposes to acquire
beneficial ownership of more than 5% of the outstanding Shares whether
through the acquisition of stock, the formation of a group, the grant
of any option or right, or otherwise (other than as disclosed in a
Schedule 13D or 13G on file with the Commission on April 30, 1999) or
(ii) any such person or group that on or prior to April 30, 1999 had
filed such a Schedule with the Commission thereafter shall have
acquired or shall propose to acquire whether through the acquisition of
<PAGE>
stock, the formation of a group, the grant of any option or right, or
otherwise, beneficial ownership of additional Shares representing 2% or
more of the outstanding Shares; or
(f) any person or group shall have filed a Notification and
Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, reflecting an intent to acquire the Company or any of
its Shares.
The foregoing conditions are for the Company's sole benefit and may be
asserted by the Company regardless of the circumstances giving rise to any such
condition (including any action or inaction by the Company) or may be waived by
the Company in whole or in part. The Company's failure at any time to exercise
any of the foregoing rights shall not be deemed a waiver of any such right, and
each such right shall be deemed an ongoing right that may be asserted at any
time and from time to time. In certain circumstances, if the Company waives any
of the foregoing conditions, it may be required to extend the Expiration Date of
the Offer. Any determination by the Company concerning the events described
above and any related judgment or decision by the Company regarding the
inadvisability of proceeding with the purchase of or payment for any Shares
tendered will be final and binding on all parties.
7. PRICE RANGE OF SHARES; DIVIDENDS.
The Company's Common Stock is traded on the Nasdaq National Market
under the symbol "HOST." As of April 15, 1999, there were approximately 1,380
holders of record of the Company's Common Stock. The following table shows the
range of reported high and low closing prices per share.
High($) Low($)
------- ------
FISCAL 1997
First quarter 7.63 5.31
Second quarter 7.88 6.06
Third quarter 7.13 6.19
Fourth quarter 6.88 5.13
FISCAL 1998
First quarter 5.81 3.94
Second quarter 5.38 4.38
Third quarter 4.63 3.09
Fourth quarter 4.50 2.56
FISCAL 1999
First quarter 3.81 3.00
Second quarter (through April 27, 1999) 3.47 3.00
The Company has not declared or paid any cash dividends on its Common
Stock. The Company currently intends to retain any earnings for use in its
business and therefore does not anticipate paying any cash dividends in the
foreseeable future. Any future determination to pay cash dividends will be made
by the Board of Directors in light of the Company's earnings, financial
position, capital requirements and such other factors as the Board of Directors
deems relevant. In addition, pursuant to the terms of the Company's 7%
Subordinated Notes (the "7% Notes"), no dividends may be paid on any capital
stock of the Company until the 7% Notes have been paid in full.
8. BACKGROUND AND PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER.
The discussion in the Introduction, this Section 8, and elsewhere in
this Offer to Purchase contains forward-looking statements that involve risks
and uncertainties that could cause actual results to differ materially from
those in the forward-looking statements. When used in this Offer to Purchase,
the words "anticipate," "believe," "plans," "estimate," "intend," "has or may
consider" and "expect" and similar expressions are intended to identify such
forward-looking statements. Such factors include, but are not limited to, the
availability of sufficient capital to finance the Company's business plan on
terms satisfactory to the Company; competitive factors, such as the introduction
of new hotels or renovation of existing hotels in the same markets; changes in
travel patterns which could affect demand for the Company's hotels; changes in
development and operating costs, including labor, construction, land, equipment,
<PAGE>
and capital costs; general business and economic conditions; and other risk
factors described from time to time in the Company's reports filed with the
Commission. Some or all of the factors are beyond the Company's control. There
can be no assurance that actual results, performance or achievements of the
Company will not differ materially from any future results, performance or
achievement expressed or implied by such forward-looking statements. The Company
undertakes no obligation to release publicly the results of any revisions to
these forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
The Offer provides stockholders who are considering a sale of all or a
portion of their Shares with the opportunity to determine the price or prices
(not greater than $4.00 nor less than $3.375 per share) at which they are
willing to sell their Shares and, subject to the terms and conditions of the
Offer, to sell those Shares for cash without the usual transaction costs
associated with market sales. The Offer also allows stockholders to sell a
portion of their Shares while retaining a continuing equity interest in the
Company. In addition, the Offer may give stockholders the opportunity to sell
Shares at prices greater than market prices prevailing immediately prior to
announcement of the Offer. The Offer would allow Odd Lot Holders whose Shares
are purchased pursuant to the Offer to avoid both the payment of brokerage
commissions and any applicable odd lot discounts payable on sales of odd lots on
the Nasdaq. Stockholders who decide not to accept the Offer will realize a
proportionate increase in their relative equity interest in the Company and thus
in the Company's future earnings and assets, subject to the Company's right to
issue additional Shares and other equity securities in the future. To the extent
the purchase of Shares in the Offer results in a reduction of the number of
stockholders, the costs of the Company for services to stockholders may be
reduced.
The Company's Board of Directors believes that the Company's financial
condition and outlook and current market conditions, including recent trading
prices of the Shares, make this an attractive time to repurchase a portion of
the outstanding Shares. The Company's Board of Directors believes that the Offer
constitutes a prudent use of the Company's financial resources, given the
Company's business profile, assets and prospects. The amounts required to fund
the Offer and pay related expenses will be provided by the Company's
Line-of-Credit described in Section 10. As of April 27, 1999, the Company had
available for borrowing approximately $6.7 million under its Line-of-Credit. The
Company believes that its Line-of-Credit, along with cash generated from
operations, will be sufficient to finance the Offer and the Company's working
capital needs and capital expenditures. Accordingly, the Offer is consistent
with the Company's goal of increasing stockholder value.
The Company believes that, upon the completion of the Offer, the Shares
will continue to be quoted on the Nasdaq National Market.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MAKING OF THE
OFFER. HOWEVER, STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH
SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES
ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING SHARES.
Shares that the Company acquires pursuant to the Offer will be
cancelled and returned to the status of authorized but unissued stock and will
be available for the Company to issue without further stockholder action (except
as required by applicable law or the rules of Nasdaq or any other securities
exchange on which the Shares are listed) for purposes including, without
limitation, the acquisition of other businesses, the raising of additional
capital for use in the Company's business and the satisfaction of obligations
under existing or future employee benefit or compensation programs or stock plan
or compensation programs for directors. The Company has no current plans for
issuance of the Shares repurchased pursuant to the Offer.
The Company has from time to time and will continue to explore
strategic arrangements, transactions and opportunities consistent with the
Company's goal of increasing stockholder value. Such strategic transactions
could include acquisitions, joint ventures or corporate restructurings. The
Company does not currently have any plans to enter into any strategic
transactions. The Company's decision to enter into any strategic transaction in
the future will depend upon a number of factors, including, without limitation,
the Company's business and financial position, its corporate strategies, general
economic and market conditions, and the market value of its businesses and the
Shares. In the event that the Company enters into a strategic transaction in the
future and such transaction increases the market value of the Shares, however,
the stockholders who tender their Shares in this Offer will not realize any of
the potential value of such transaction.
<PAGE>
The Company may in the future purchase additional Shares on the open
market, in private transactions, through tender offers or otherwise. Any
additional purchase may be on the same terms or on terms which are more or less
favorable to stockholders than the terms of the Offer. However, under the
Exchange Act rules, the Company and its affiliates are prohibited from
purchasing any Shares, other than pursuant to the Offer, until at least ten
business days after the Expiration Date. Any possible future purchases by the
Company will depend on many factors, including the results of the Offer, the
market price of the Shares, the Company's business and financial position and
general economic and market conditions.
As described in the Company's proxy statement for its annual meeting to
be held May 27, 1999, a copy of which has been mailed to the Company's
stockholders together with this Offer to Purchase, the Company's Board of
Directors has nominated a slate of five directors to be elected to its Board of
Directors, a reduction in the size from the current seven-member Board of
Directors. One of the nominees is not currently a member of the Company's Board
of Directors.
Except as disclosed in this Offer to Purchase, the Company currently
has no plans or proposals that relate to or would result in (a) the acquisition
by any person of additional securities of the Company or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any or all of
its subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any material change in the present
dividend rate or policy, or indebtedness or capitalization of the Company; (e)
any change in the present management of the Company; (f) any other material
change in the Company's corporate structure or business; (g) any change in the
Company's Certificate of Incorporation or Bylaws or any actions which may impede
the acquisition of control of the Company by any person; (h) a class of equity
security of the Company being delisted from a national securities exchange; (i)
a class of equity security of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) the
suspension of the Company's obligation to file reports pursuant to Section 15(d)
of the Exchange Act.
9. INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING THE SHARES.
As of April 27, 1999, there were 6,043,132 Shares outstanding and
2,031,033 Shares issuable upon the exercise of all outstanding options, warrants
or other convertible securities issued by the Company. As of April 27, 1999, the
Company's current directors and executive officers as a group (9 persons)
beneficially owned 2,235,667 Shares (including 1,193,884 Shares issuable upon
the exercise of options, warrants or other convertible securities issued by the
Company which are exercisable within 60 days of such date), which constituted
approximately 30.9% of the outstanding Shares (including Shares issuable if
options, warrants and other convertible securities issued by the Company held by
the Company's directors and executive officers exercisable within 60 days of
such date were exercised) at such time. If the Company purchases 1,000,000
Shares pursuant to the Offer (approximately 16.6% of the outstanding Shares as
of April 27, 1999) and no director or executive officer, other than Mr.
Bernardo, a director of the Company who may tender up to 20,000 Shares, tenders
Shares pursuant to the Offer (as is intended by the directors and executive
officers), then after the purchase of Shares pursuant to the Offer, the
Company's directors and executive officers as a group would beneficially own
approximately 35.5% of the outstanding Shares (including Shares issuable if
options, warrants and other convertible securities issued by the Company held by
the Company's directors and executive officers exercisable within 60 days of
such date were exercised).
Based on the Company's records and information provided to the Company
by its directors, executive officers, associates and subsidiaries, other than as
set forth on Schedule I attached hereto (which describes acquisitions of Shares
made by the Company and Dr. Dayan, a director of the Company), neither the
Company nor any of its associates or subsidiaries or persons controlling the
Company nor, to the best of the Company's knowledge, any of the directors or
executive officers of the Company, nor any associate or subsidiary of such
directors or executive officers, has effected any transactions in the Shares
during the 40 business days prior to the date hereof.
Except as set forth in this Offer to Purchase, neither the Company or
any person controlling the Company nor, to the Company's knowledge, any of its
directors or executive officers, is a party to any contract, arrangement,
understanding or relationship with any other person relating, directly or
<PAGE>
indirectly, to the Offer with respect to any securities of the Company
(including, but not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any such securities, joint
ventures, loan or option arrangements, puts or calls, guarantees of loans,
guarantees against loss or the giving or withholding of proxies, consents or
authorizations).
10. SOURCE AND AMOUNT OF FUNDS.
Assuming that the Company purchases 1,000,000 Shares pursuant to the
Offer at the maximum specified purchase price of $4.00 per Share, the Company
expects the maximum aggregate cost, including all fees and expenses applicable
to the Offer, to be approximately $4,050,000. The Company anticipates that the
funds necessary to pay such amounts will be provided through borrowings under
its operating line-of-credit with Bridgeview Bank and Trust (the
"Line-of-Credit") or from cash held by the Company.
The Line-of-Credit (i) has a limit of $7.0 million (ii) is
collateralized by a security interest in certain of the Company's assets,
including its interest in various joint ventures; (iii) bears interest at an
annual rate equal to the lending bank's base rate plus 1/2% (with a minimum
interest rate of 7.5%); and (iv) matures October 15, 1999. At April 27, 1999,
the Company had approximately $300,000 outstanding under its Line-of-Credit. A
copy of the Line-of-Credit has been filed with the Commission as an exhibit to
the Company's Schedule 13E-4 which was filed in connection with this Offer.
The Company expects to repay indebtedness incurred under the
Line-of-Credit as a result of the Offer through cash flow from operations and/or
future borrowings.
11. CERTAIN INFORMATION ABOUT THE COMPANY.
The Company is engaged in the development and construction of AmeriHost
Inn(R) hotels, its proprietary hotel brand, and the ownership, operation and
management of both AmeriHost Inn(R) hotels and other hotels. The AmeriHost
Inn(R) brand was created by the Company to provide for the consistent,
cost-effective development and operation of mid-price hotels in various markets.
All AmeriHost Inn(R) hotels are designed and developed using the Company's 60 to
120 room, interior corridor and indoor pool prototype design and are located in
tertiary and secondary markets.
As of December 31, 1998, the Company owned, operated or managed 91
hotels located in 18 states. Of these hotels, 75 hotels are operated or managed
under the Company's proprietary brand, the AmeriHost Inn(R). Of the 91 hotels,
the Company owns a 100% or majority ownership interest in 69 hotels and a
minority equity interest, ranging from 10% to 50%, in 16 hotels. Of the 85
hotels in which the Company has an ownership interest, 72 are AmeriHost Inn(R)
hotels and 13 are other brands, which in most cases were acquired, renovated and
repositioned in their respective marketplaces between 1987 and 1993. The
majority of the other brand hotels are franchised through Days Inn, Hampton Inn,
Holiday Inn and Ramada Inn. The Company also managed six hotels at December 31,
1998 for unaffiliated third parties whereby the Company has no ownership
interest. Three of the six managed hotels operate as AmeriHost Inn(R) hotels. As
of December 31, 1998, an additional six AmeriHost Inn(R) hotels were under
construction. The Company has 100% ownership in five of these hotels, and a
minority ownership interest in one.
The principal executive office of the Company is located at 2400 East
Devon Avenue, Suite 280, Des Plaines, Illinois 60018.
<PAGE>
SUMMARY HISTORICAL AND UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
HISTORICAL FINANCIAL INFORMATION. The following summary historical
consolidated financial information of the Company and its subsidiaries (other
than the ratios of earnings to fixed charges) as of and for fiscal years 1997
and 1998 has been derived from, and should be read in conjunction with, and is
qualified in its entirety by reference to, the audited consolidated financial
statements of the Company as reported in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1998 which is incorporated herein by
reference. Copies of such Annual Report may be inspected or obtained from the
Commission in the manner specified in "-- Additional Information" below.
The following summary unaudited pro forma consolidated financial
information for the year ended December 31, 1998 gives effect to the purchase of
the Shares pursuant to the Offer, based on certain assumptions described in the
Notes to the Summary Historical and Unaudited Pro Forma Consolidated Financial
Information, as if the purchase had occurred on January 1, 1998 (with respect to
the statement of operations data and other data) and on December 31, 1998 (with
respect to the balance sheet data). The summary unaudited pro forma consolidated
financial information should be read in conjunction with the summary historical
consolidated financial information and does not purport to be indicative of
results that would actually have been obtained, or results that may be obtained
in the future, or the financial condition that would have resulted had the
purchase of the Shares pursuant to the Offer been completed at the dates
indicated.
<TABLE>
Fiscal Year Ended December 31,
---------------------------------------------------------
Actual Unaudited Pro Forma(1)
------ ----------------------
Assumed Assumed
$3.375 $4.00
Purchase Purchase
Price Price
----- -----
1997 1998 1998 1998
---- ---- ---- ----
(in thousands, except per share data)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue $62,666 $68,618 $68,618 $68,618
Operating costs and expenses 52,285 54,286 54,286 54,286
Depreciation and amortization expense 4,532 5,487 5,487 5,487
Leasehold rents - hotels 1,729 4,192 4,192 4,192
Corporate general and administrative 2,140 1,569 1,569 1,569
Operating income (loss) 1,980 3,084 3,084 3,084
Interest expense, net 3,299 5,592 5,875 5,926
Loss, before extraordinary item and cumulative
effect of change in accounting principle(2) $ (966) $ (1,167) $ (1,337) $ (1,368)
====== ======== ======== ========
Net loss $(966) $(2,796) $(2,966) $(2,996)
====== ======== ======= =======
Loss per share, before extraordinary item and
cumulative effect of change in accounting principle(2)
Basic $(0.15) $(0.19) $(0.26) $(0.26)
====== ====== ====== ======
Diluted $ (0.19) $ (0.20) $ (0.27) $ (0.28)
======= ======= ======= =======
Earnings (loss) per share:
Basic $ (0.15) $(0.45) $(0.57) $(0.58)
======= ====== ====== ======
Diluted $ (0.19) $(0.45) $ (0.57) $ (0.58)
======= ====== ======= =======
Weighted average shares outstanding:
Basic 6,283 6,180 5,180 5,180
===== ===== ===== =====
Diluted 6,659 6,513 5,513 5,513
===== ===== ===== =====
Ratio of earnings to fixed charges (3) 0.59 0.66 0.63 0.63
BALANCE SHEET DATA:
<PAGE>
Fiscal Year Ended December 31,
---------------------------------------------------------
Actual Unaudited Pro Forma(1)
------ ----------------------
Assumed Assumed
$3.375 $4.00
Purchase Purchase
Price Price
----- -----
1997 1998 1998 1998
---- ---- ---- ----
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Total assets $92,668 $115,281 $115,394 $115,415
Line-of-Credit 1,290 1,961 5,386 6,011
Long-term debt, including current portion 60,235 71,841 71,841 71,841
Working capital (2,208) (6,924) (10,518) (11,174)
Stockholders' equity 21,593 18,316 14,721 14,066
Book value per share (4) 3.48 3.01 2.89 2.76
OTHER DATA:
EBITDA (5) $6,023 $12,790 $12,790 $12,790
Cash provided by operating activities 1,858 5,408 5,239 5,208
Cash provided by (used in) investing activities (28,463) 15,555 15,555 15,555
Cash (used in) provided by financing activities 25,926 (18,819) (18,819) (18,819)
- ---------------------------
Notes to Summary Historical and Unaudited Pro Forma Consolidated Financial
Information
(1) The unaudited pro forma consolidated financial information assumes a
total of 1,000,000 shares of common stock are purchased at $3.375 per
share and $4.00 per share with the total purchase price amounts of
$3,425,000 and $4,050,000 (both amounts inclusive of expenses of the
Offer) being initially financed with borrowings under the Company's
Line-of-Credit. The assumed interest rate used in the unaudited pro
forma consolidated financial information was 8.25%. Expenses directly
related to the Offer were assumed to be $50,000 and were charged
against additional paid-in capital. The unaudited pro forma
consolidated financial information gives effect to the tax expense or
benefit of all applicable adjustments, as described above, at an
incremental rate of 40%.
(2) The Company recorded an extraordinary item of $333,000 in 1998, net of
income taxes, relating to the early extinguishment of mortgage debt on
hotels sold in connection with a sale/leaseback transaction. The
Company recorded a cumulative effect of a change in accounting
principle of $1,296,000 in 1998, net of income taxes, relating to the
adoption of Statement of Position No. 98-5, "Reporting on the Costs of
Start-up Activities."
(3) For purposes of the ratio of earnings to fixed charges computation,
earnings are defined as income before income taxes, extraordinary
items, the cumulative effect of a change in accounting principle,
minority interests and operations of consolidated subsidiaries and
partnerships, equity and net income and losses of affiliates, and fixed
charges, less capitalized interest. Fixed charges include interest
expensed and capitalized. The amount by which earnings were
insufficient to cover fixed charges was $1,908,000 and $2,151,000 for
the fiscal years ended December 31, 1997 and 1998 on an actual basis,
respectively and $2,434,000 and $2,485,000 for the fiscal year ended
December 31, 1998 on a pro forma basis, assuming a $3.375 purchase
price and a $4.00 purchase price, respectively.
(4) Book value per share is calculated as total stockholders' equity
divided by the number of Shares outstanding at the end of the period.
(5) EBITDA is not defined by generally accepted accounting principles
("GAAP"), however the Company believes it provides relevant information
about its operations and is necessary for an understanding of the
Company's operations, given its significant investment in real estate.
EBITDA should not be considered as an alternative to operating income
(as determined in accordance with GAAP) as an indicator of the
<PAGE>
Company's operating performance or to cash flows from operating
activities (as determined in accordance with GAAP) as a measure of
liquidity. EBITDA is defined as net income, adjusted to eliminate the
impact of (i) interest expense; (ii) interest and other income; (iii)
leasehold rents for hotels, which the Company considers to be financing
costs similar to interest; (iv) income tax expense (benefit); (v)
depreciation and amortization; and (vi) gains or losses from property
transactions. EBITDA for 1997, when calculated to exclude non-recurring
charges for costs associated with contractual terminations and costs
incurred in connection with a potential merger or acquisition which was
not consummated, would have been approximately $7.9 million.
</TABLE>
ADDITIONAL INFORMATION. The Company is subject to the informational
filing requirements of the Exchange Act and, in accordance therewith, is
obligated to file reports, proxy statements and other information with the
Commission relating to its business, financial condition and other matters. Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549; at its regional offices located
at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7
World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material may also be obtained by mail, upon payment of the Commission's
customary charges, from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
also maintains a Web site on the World Wide Web at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission (which the
Company does). Reports, proxy statements and other information concerning the
Company also can be inspected at the offices of the Nasdaq National Market, 1735
K Street N.W., Washington, D.C. 20006-1500, on which the Shares are listed.
12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
EXCHANGE ACT.
The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise trade publicly and is likely to reduce the
number of stockholders. Nonetheless, the Company believes that there will still
be a sufficient number of Shares outstanding and publicly traded following the
Offer to ensure a continued trading market in the Shares. Based on the published
guidelines of the Nasdaq, the Company does not believe that its purchase of
Shares pursuant to the Offer will cause its remaining Shares to be delisted from
Nasdaq.
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its stockholders
and to the Commission and comply with the Commission's proxy rules in connection
with meetings of the Company's stockholders. The Company believes that its
purchase of Shares pursuant to the Offer will not result in the Shares becoming
eligible for deregistration under the Exchange Act.
The Shares are currently "margin securities" under the rules of the
Federal Reserve Board. This has the effect, among other things, of allowing
brokers to extend credit on the collateral of the Shares. The Company believes
that, following the purchase of Shares pursuant to the Offer, the Shares will
continue to be "margin securities" for purposes of the Federal Reserve Board's
margin regulations.
13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.
The Company is not aware of any license or regulatory permit material
to its business that might be adversely affected by its acquisition of Shares as
contemplated in the Offer or of any approval or other action by any government
or governmental, administrative or regulatory authority or agency, domestic,
foreign or supranational, that would be required for the Company's acquisition
or ownership of Shares as contemplated by the Offer. Should any such approval or
other action be required, the Company currently contemplates that it would seek
such approval or other action. The Company cannot predict whether it may
determine that it is required to delay the acceptance for payment of, or payment
for, Shares tendered pursuant to the Offer pending the outcome of any such
matter. There can be no assurance that any such approval or other action, if
needed, would be obtained or would be obtained without substantial conditions or
that the failure to obtain any such approval or other action might not result in
adverse consequences to the Company's business. The Company's obligations under
the Offer to accept for payment and pay for Shares are subject to certain
conditions. See Section 6.
<PAGE>
14. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES.
The following is a general summary of the material U.S. federal income
tax consequences of the exchange of Shares for cash pursuant to the Offer. This
discussion is based on the Internal Revenue Code of 1986, as amended (the
"Code"), its legislative history, Treasury Regulations thereunder and
administrative and judicial interpretations thereof, as of the date hereof, all
of which are subject to change (possibly on a retroactive basis).
This summary does not discuss all the tax consequences that may be
relevant to a particular stockholder in light of the stockholder's particular
circumstances and it is not intended to be applicable in all respects to all
categories of stockholders, some of whom--such as insurance companies,
tax-exempt persons, financial institutions, regulated investment companies,
dealers in securities or currencies, persons that hold Shares as a position in a
"straddle" or as part of a "hedge," "conversion transaction" or other integrated
investment, persons who received Shares as compensation or persons whose
functional currency is other than United States dollars--may be subject to
different rules not discussed below.
In addition, this summary does not address any state, local or foreign
tax considerations that may be relevant to a stockholder's decision to tender
Shares pursuant to the Offer.
This summary discusses only Shares held as capital assets within the
meaning of Section 1221 of the Code.
EACH STOCKHOLDER IS URGED TO CONSULT HIS OR HER OWN TAX ADVISER WITH
RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL CONSEQUENCES OF PARTICIPATING IN
THE OFFER, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER
JURISDICTION.
DIVIDEND V. SALE TREATMENT. If an exchange of Shares for cash pursuant
to the Offer is treated as a sale because a stockholder meets any of the tests
discussed below, the stockholder will recognize gain or loss on the exchange in
an amount equal to the difference between the amount of cash received by the
stockholder and such stockholder's tax basis in the Shares exchanged. Such gain
or loss will be a capital gain or loss and will be long-term capital gain or
loss if the Shares were held more than one year. Calculation of gain or loss
must be made separately for each block of Shares owned by a stockholder. Under
the tax laws, a stockholder may be able to designate which blocks and the order
of such blocks of Shares to be tendered pursuant to the Offer.
If a stockholder's exchange of Shares for cash pursuant to the Offer
satisfies none of the tests discussed below, the receipt of cash by the
stockholder will be treated as a distribution from the Company and will be taxed
to the stockholder as ordinary dividend income provided the Company has
sufficient current and accumulated earnings and profits. If the exchange is
treated as a dividend, the tax basis of a stockholder's Shares which are
exchanged for cash pursuant to the Offer is added to the tax basis of the
remaining Shares of common stock of the Company which the stockholder actually
or constructively owns and cannot be used to offset such stockholder's dividend
income from the transaction.
SALE TREATMENT FOR THE PURCHASE OF SHARES FOR CASH PURSUANT TO THE
OFFER. An exchange of Shares for cash will be treated as a sale of Shares by the
exchanging stockholder provided that at least one of the following tests is met:
(i) as a result of the exchange the stockholder's equity interest in
the Company is completely terminated (a "complete term.ination");
(ii) the receipt of cash in exchange for the stockholder's Shares is
"not essentially equivalent to a dividend"; or
(iii) as a result of the exchange there is a "substantially
disproportionate" reduction in the stockholder's equity interest in the Company.
In applying the foregoing tests, the constructive ownership rules of
Section 318 of the Code apply. Thus a stockholder generally takes into account
Shares actually owned by the stockholder as well as Shares actually (and in some
<PAGE>
cases constructively) owned by others, but which the stockholder is treated as
owning by reason of the application of the constructive ownership rules.
Pursuant to the constructive ownership rules, a stockholder will be considered
to own those Shares owned, directly or indirectly, by certain members of the
stockholder's family and certain related entities (such as corporations,
partnerships, trusts and estates) in which the stockholder has an interest, as
well as Shares which the stockholder has an option to purchase. Under certain
circumstances, however, a stockholder may avoid the constructive ownership of
Shares owned by family members solely for the purpose of determining whether the
"complete termination" of interest test referred to above has been satisfied if
(i) the stockholder does not actually own any Shares after the purchase by the
Company, and (ii) in accordance with Section 302(c)(2) of the Code, the
stockholder files an effective waiver with the Internal Revenue Service ("IRS").
If a stockholder desires to file such a waiver, the stockholder should consult
his or her own tax advisor.
Complete Termination. A sale of shares pursuant to the Offer will be
deemed to result in a "complete termination" of the stockholder's interest in
the Company if, immediately after the sale, either:
(i) the stockholder owns, actually and constructively, no Shares of the
Company's common stock; or
(ii) the stockholder actually owns no Shares of the Company's common
stock and constructively owns only Shares of the Company's common stock as to
which the stockholder is eligible to waive, and does effectively waive, such
constructive ownership under the procedures described in Section 302(c)(2) of
the Code, as discussed above.
Not Essentially Equivalent to a Dividend. Even if a stockholder's
receipt of cash in exchange for Shares pursuant to the Offer fails to meet the
"complete termination" test, the stockholder may nevertheless meet the "not
essentially equivalent to a dividend" test. Whether a stockholder meets this
test will depend on his or her facts and circumstances. In any case, in order to
satisfy this test, the stockholder's sale of Shares pursuant to the Offer must
result in a "meaningful reduction" in his or her interest in the Company taking
into account the constructive ownership rules of Section 318 of the Code
referred to above. The IRS has held in a public ruling that, under the
particular facts of that ruling, a 3.3% reduction in the percentage stock
ownership of a stockholder constituted a "meaningful reduction" when the
stockholder owned .0001118% of the publicly-held corporation's stock before a
redemption, owned .0001081% of the corporation's stock after the redemption, and
did not exercise any control over corporate affairs. In that ruling, the IRS
applied the meaningful reduction standard to three important rights attributable
to stock ownership: (1) the right to vote and thereby exercise control; (2) the
right to participate in current earnings and accumulated surplus; and (3) the
right to share in net assets on liquidation. In measuring the change, if any, in
a stockholder's proportionate interest in the Company, the meaningful reduction
test is applied by taking into account all Shares that the Company purchases
pursuant to the Offer, including Shares purchased from other stockholders.
If, taking into account the constructive ownership rules of Section 318
of the Code referred to above, a stockholder owns Shares that constitute only a
minimal interest in the Company and does not exercise any control over the
affairs of the Company, any reduction in the stockholder's percentage interest
in all of the three rights described in the preceding sentence should be a
"meaningful reduction." Such selling stockholder would, under these
circumstances, be entitled to treat his or her sale of Shares to the Company
pursuant to the Offer as a "sale or exchange" for U.S. federal income tax
purposes.
Substantially Disproportionate. Under Section 302(b)(2) of the Code, a
sale of Shares pursuant to the Offer, in general, will be "substantially
disproportionate" as to a stockholder if immediately after the sale:
(a) The ratio of the outstanding voting stock of the Company that the
stockholder then actually and constructively owns (treating as not
outstanding all voting stock purchased by the Company pursuant to
the Offer) is less than 80% of the ratio of the outstanding voting
stock of the Company that the stockholder actually and
constructively owned immediately before the sale of Shares
(treating as outstanding all voting stock purchased by the Company
pursuant to the Offer); and
(b) the ratio of the fair market value of the outstanding common stock
that the stockholder then actually and constructively owns
(treating as not outstanding all common stock purchased by the
Company pursuant to the Offer) is less than 80% of the ratio of
<PAGE>
the fair market value of the outstanding common stock that the
stockholder actually and constructively owned immediately before
the sale of Shares (treating as outstanding all common stock
purchased by the Company pursuant to the Offer).
CORPORATE DIVIDENDS-RECEIVED DEDUCTION. In the case of a corporate
stockholder, if the cash paid is treated as a dividend, such dividend income may
be eligible for the 70% dividends-received deduction. The dividends-received
deduction is subject to certain limitations, and may not be available if the
corporate stockholder does not satisfy certain holding period requirements set
forth in Section 246 of the Code or if the Shares are treated as "debt financed
portfolio stock" within the meaning of Section 246A(c) of the Code.
Additionally, if a dividends-received deduction is available, the dividend may
be treated as an "extraordinary dividend" under Section 1059(a) of the Code, in
which case a corporate stockholder's adjusted tax basis in the Shares retained
by such stockholder would be reduced, but not below zero, by the amount of the
nontaxed portion of such dividend. Any amount of the nontaxed portion of the
dividend in excess of the corporate stockholder's adjusted tax basis generally
will be taxable. Corporate stockholders are urged to consult their own tax
advisors as to the effect of Section 1059 of the Code on the adjusted tax basis
of their Shares.
OVER-SUBSCRIPTION OF THE OFFER. The Company cannot predict whether or
the extent to which the Offer will be oversubscribed. If the Offer is
oversubscribed, proration of tenders pursuant to the Offer will cause the
Company to accept fewer Shares than are tendered. Consequently, the Company can
give no assurance that a sufficient number of any stockholder's Shares will be
purchased pursuant to the Offer to ensure that such purchase will be treated as
a sale or exchange, rather than as a dividend, for federal income tax purposes
pursuant to the rules discussed above.
CONSEQUENCES TO STOCKHOLDERS WHO DO NOT TENDER PURSUANT TO THE OFFER.
Stockholders who do not accept the Company's Offer to tender their Shares will
not incur any tax liability as a result of the consummation of the Offer.
BACKUP FEDERAL INCOME TAX WITHHOLDING. Payments in connection with the
Offer may be subject to "backup withholding" at a 31% rate. Backup withholding
generally applies if the stockholder (a) fails to furnish such stockholder's
social security number or other taxpayer identification number ("TIN"), (b)
furnishes an incorrect TIN, (c) fails to properly report to the IRS interest or
dividends or (d) under certain circumstances, fails to provide a certified
statement, signed under penalties of perjury, that the TIN provided is such
stockholder's current number and that such stockholder is not subject to backup
withholding. To prevent backup withholding each stockholder should complete the
substitute IRS Form W-9 included in the Letter of Transmittal. Certain persons
generally are exempt from backup withholding, including corporations, financial
institutions and certain non-U.S. stockholders. In order to qualify for an
exemption from backup withholding, a non-U.S. stockholder must submit a properly
executed IRS Form W-8 to the Depositary.
WITHHOLDING FOR NON-U.S. STOCKHOLDERS. Although a non-U.S. stockholder
may be exempt from U.S. federal backup withholding, certain payments to the
non-U.S. stockholders are subject to U.S. withholding tax at a rate of 30%. The
Depositary will withhold the 30% tax from gross payments made to non-U.S.
stockholders pursuant to the Offer unless the Depositary determines that a
non-U.S. stockholder is either exempt from the withholding or entitled to a
reduced withholding rate under an income tax treaty. For purposes of this
discussion, a "non-U.S. stockholder" means a stockholder who is not (a) a
citizen or resident of the United States, (b) a corporation, partnership or
other entity created or organized under the laws of the United States or of any
State or political subdivision of the foregoing, (c) an estate the income of
which is includible in gross income for U.S. federal income tax purposes
regardless of its source, or (d) a trust if a court within the United States is
able to exercise primary supervision over the administration of the trust and
one or more U.S. trustees have the authority to control all substantial
decisions of the trust. A non-U.S. stockholder will not be subject to the
withholding tax if the payment from the Company is effectively connected with
the conduct of a trade or business in the United States by such non-U.S.
stockholder (and, if certain tax treaties apply, is attributable to a United
States permanent establishment maintained by such non-U.S. stockholder) and the
non-U.S. stockholder has furnished the Depositary with a properly executed IRS
Form 4224 prior to the time of payment.
A non-U.S. stockholder who is eligible for a reduced rate of
withholding pursuant to a U.S. income tax treaty must certify such to the
Depositary by providing to the Depositary a properly executed IRS Form 1001
<PAGE>
prior to the time payment is made. A non-U.S. stockholder may be eligible to
obtain from the IRS a refund of tax withheld if such non-U.S. stockholder is
able to establish that no tax (or a reduced amount of tax) is due.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY. EACH STOCKHOLDER IS ADVISED TO CONSULT HIS OR HER OWN TAX ADVISORS
REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF EXCHANGING
SHARES FOR CASH PURSUANT TO THE OFFER IN LIGHT OF HIS OR HER OWN PARTICULAR
CIRCUMSTANCES.
15. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS.
The Company expressly reserves the right, in its sole discretion, at
any time and from time to time, and regardless of whether or not any of the
events set forth in Section 6 shall have occurred or shall be deemed by the
Company to have occurred, to extend the period of time during which the Offer is
open and thereby delay acceptance for payment of, and payment for, any Shares by
giving oral or written notice of such extension to the Depositary and making a
public announcement thereof. The Company also expressly reserves the right, in
its sole discretion, to terminate the Offer and not accept for payment or pay
for any Shares not theretofore accepted for payment or paid for or, subject to
applicable law, to postpone payment for Shares, upon the occurrence of any of
the conditions specified in Section 6 hereof by giving oral or written notice of
such termination or postponement to the Depositary and making a public
announcement thereof. Additionally, in certain circumstances, if the Company
waives any of the conditions of the Offer set forth in Section 6, it may be
required to extend the Expiration Date of the Offer. The Company's reservation
of the right to delay payment for Shares that it has accepted for payment is
limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires
that the Company must pay the consideration offered or return the Shares
tendered promptly after termination or withdrawal of a tender offer.
Subject to compliance with applicable law, the Company further reserves
the right, in its sole discretion, and regardless of whether any of the events
set forth in Section 6 shall have occurred or shall be deemed by the Company to
have occurred, to amend the Offer in any respect (including, without limitation,
by decreasing or increasing the consideration offered in the Offer to holders of
Shares or by decreasing or increasing the number of Shares being sought in the
Offer). Amendments to the Offer may be made at any time and from time to time
effected by public announcement thereof, such announcement, in the case of an
extension, to be issued no later than 9:00 a.m., New York City Time, on the next
business day after the last previously scheduled or announced Expiration Date.
Any public announcement made pursuant to the Offer will be disseminated
promptly to stockholders in a manner reasonably designed to inform stockholders
of such change. Without limiting the manner in which the Company may choose to
make any public announcement, except as provided by applicable law (including
Rule 13e-4(e)(2) promulgated under the Exchange Act), the Company shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by making a release to the Dow Jones News Service.
If the Company makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Company will extend the Offer to the extent required by Rules
13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act, which require
that the minimum period during which an offer must remain open following
material changes in the terms of the offer or information concerning the offer
(other than a change in price or a change in percentage of securities sought)
will depend upon the facts and circumstances, including the relative materiality
of such terms or information. If (i) the Company increases or decreases the
price to be paid for Shares, increases the number of Shares being sought and
such increase in the number of Shares being sought exceeds 2% of the outstanding
Shares, or decreases the number of Shares being sought, and (ii) the Offer is
scheduled to expire at any time earlier than the expiration of a period ending
on the tenth business day from, and including, the date notice of such increase
or decrease is first published, sent or given, the Offer will be extended until
the expiration of such period of ten business days.
16. FEES AND EXPENSES.
The Company has retained Harris Trust and Savings Bank as Depositary in
connection with the Offer. The Depositary will receive reasonable and customary
compensation for its services. The Company will also reimburse the Depositary
for out-of-pocket expenses, including reasonable attorneys' fees, and has agreed
<PAGE>
to indemnify the Depositary against certain liabilities in connection with the
Offer, including certain liabilities under the federal securities laws.
The Company may contact stockholders by mail, telephone, telex,
telegraph and personal interviews, and may request brokers, dealers and other
nominee stockholders to forward materials relating to the Offer to beneficial
owners. The Depositary has not been retained to make solicitations or
recommendations in connection with the Offer. The Company will not pay fees or
commissions to any broker, dealer, commercial bank, trust company or other
person for soliciting any Shares pursuant to the Offer. The Company will,
however, on request, reimburse such persons for customary handling and mailing
expenses incurred in forwarding materials in respect of the Offer to the
beneficial owners for which they act as nominees. No such broker, dealer,
commercial bank or trust company has been authorized to act as the Company's
agent for purposes of the Offer. The Company will pay (or cause to be paid) any
stock transfer taxes on its purchase of Shares, except as otherwise provided in
Instruction 7 of the Letter of Transmittal.
17. MISCELLANEOUS.
The Company is not aware of any jurisdiction where the making of the
Offer is not in compliance with applicable law. If the Company becomes aware of
any jurisdiction where the making of the Offer is not in compliance with any
valid applicable law, the Company will make a good faith effort to comply with
such law. If, after such good faith effort, the Company cannot comply with such
law, the Offer will not be made to (nor will tenders be accepted from or on
behalf of) the holders of Shares residing in such jurisdiction. In any
jurisdiction the securities or blue sky laws of which require the Offer to be
made by a licensed broker or dealer, the Offer is being made on the Company's
behalf by one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
Pursuant to Rule 13e-4 promulgated under the Exchange Act, the Company
has filed with the Commission an Issuer Tender Offer Statement on Schedule 13E-4
(the "Schedule 13E-4") which contains additional information with respect to the
Offer. The Schedule 13E-4, including the exhibits and any amendments thereto,
may be examined, and copies may be obtained, at the same places and in the same
manner as is set forth in Section 11 with respect to information concerning the
Company.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE COMPANY IN CONNECTION WITH THE OFFER OTHER THAN
THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF
TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
AMERIHOST PROPERTIES, INC.
May 3, 1999
<PAGE>
Schedule I
Certain Transactions Involving Shares
Based on the Company's records and information provided to the Company
by its directors, executive officers, associates and subsidiaries, other than as
set forth below, neither the Company nor any of its associates or subsidiaries
or persons controlling the Company nor, to the best of the Company's knowledge,
any of the directors or executive officers of the Company, nor any associates or
subsidiaries of such directors or executive officers, has effected any
transactions in the Shares during the 40 business days prior to the date hereof.
<TABLE>
o Company purchases:
Date of Purchase Shares Purchased Price per Share Nature of Transaction
---------------- ---------------- --------------- ---------------------
<S> <C> <C> <C>
March 10, 1999 1,000 $3.125 Open market transaction
March 12, 1999 1,000 3.3125 Open market transaction
March 15, 1999 1,600 3.25 Open market transaction
March 16, 1999 1,600 3.1875 Open market transaction
March 30, 1999 1,500 3.3125 Open market transaction
April 1, 1999 1,500 3.21875 Open market transaction
April 1, 1999 18,518 2.75 Private transaction
April 14, 1999 1,600 3.25 Open market transaction
April 16, 1999 1,600 3.625 Open market transaction
April 19, 1999 1,600 3.3475 Open market transaction
April 21, 1999 1,600 3.4375 Open market transaction
April 22, 1999 1,600 3.4375 Open market transaction
o On April 1, 1999, Salomon Dayan, a director of the Company,
acquired an aggregate of 12,000 Shares in the open market. Dr.
Dayan paid a purchase price of $2.875 per share for 2,000 of such
Shares and $3.1875 for the remaining 10,000 such Shares.
</TABLE>
<PAGE>
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal and certificates for the Shares and any
other required documents should be sent or delivered by each stockholder or such
stockholder's broker, dealer, commercial bank, trust company or other nominee to
the Depositary at its address set forth below:
The Depositary for the Offer is:
HARRIS TRUST AND SAVINGS BANK:
By Hand or Overnight Delivery: By Facsimile Transmission
(Eligible Institution Only):
(212) 701-7636
Harris Trust and Savings Bank
c/o Harris Trust Company Confirm Receipt of Facsimile by
of New York Telephone:
Wall Street Plaza (212) 701-7624
88 Pine Street, 19th Floor
New York, New York 10005 For Information Call:
(800) 245-7630
By Registered or Certified Mail:
Harris Trust and Savings Bank
c/o Harris Trust Company
of New York
P.O. Box 1010
Wall Street Station
New York, New York 10268-1010
Any questions or requests for assistance or for additional copies of
this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Company, at the telephone number and address
below. Stockholders may also contact their broker, dealer, commercial bank or
trust company for assistance concerning the Offer.
Amerihost Properties, Inc.
2400 East Devon Avenue, Suite 280
Des Plaines, Illinois 60018
(847) 298-4500
Please Direct Inquiries To:
Michael P. Holtz
James B. Dale
Craig S. Arnson
CONTACT: PAUL J. ARNDT FOR IMMEDIATE RELEASE
DIRECTOR OF FINANCIAL RELATIONS
(847) 298-4501 X 306
[email protected]
AMERIHOST PROPERTIES, INC. ANNOUNCES
AMENDMENT TO "DUTCH AUCTION" SELF TENDER OFFER
DES PLAINES, ILLINOIS, MAY 26, 1999 - Amerihost Properties, Inc. (Nasdaq/NM:
HOST) today announced the amendment of certain provisions of its pending "Dutch
Auction" self-tender offer (the "Offer") to purchase up to 1,000,000 shares of
its common stock, at a price, net to the seller in cash not greater than $4.00
nor less than $3.375 per share.
Such amendment effects only those terms of the Offer which are contained in
Section 6 ("Certain Conditions of the Offer") of the Offer to Purchase of the
Company, dated May 3, 1999. Under the amendment, the Company's right to
terminate or amend the Offer or refuse to accept, or postpone the acceptance of,
tendered shares upon the occurrence of any one of certain specified conditions,
will arise only if the condition arises prior to the Expiration Date of the
Offer (5:00 p.m. New York City Time on June 2, 1999, unless extended by the
Company). Initially, the Company had such rights so long as one of the
conditions arose prior to the time the Company accepted tendered shares for
payment. In addition, as amended, the determination of the existence or impact
of certain conditions is subject to the Company's "reasonable" judgement rather
than the Company's "sole" judgement, as initially provided.
The Company is today filing with the Securities and Exchange Commission a copy
of the amended Offer to Purchase, reflecting the changes described above.
<PAGE>
Stockholders may obtain further information regarding the Offer by calling the
Company directly and asking for James B. Dale, Chief Financial Officer, Craig S.
Arnson, in-house legal counsel, or Michael P. Holtz, President and Chief
Executive Officer.
- --------------------------------------------------------------------------------
This press release is for information purposes only and is not intended to serve
as a solicitation to buy securities. Any solicitation to buy securities is made
only pursuant to the Offer to Purchase, as amended, and the Letter of
Transmittal dated May 3, 1999.
