SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 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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This Amendment No. 2 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.
The Offer expired at 5:00 p.m., New York City Time, on June 2, 1999. On
June 2, 1999, the Company issued a press release announcing the preliminary
results of the Offer, a copy of which is attached hereto as Exhibit (a)(11) and
is incorporated herein by this reference. On June 9, 1999, the Company issued a
press release announcing the final results of the Offer, a copy of which is
attached hereto as Exhibit (a)(12) and is incorporated herein by this reference.
The number of Shares properly tendered and not withdrawn, at a price of
$4.00 or below or at the price determined by the Dutch Auction, was 774,937
shares. Accordingly, the Company purchased all such tendered Shares, at a price
of $4.00 per Share. The Shares purchased pursuant to the Offer represented
approximately 12.8% of the outstanding shares of Common Stock immediately prior
to the Offer. Following the purchase of shares tendered in the Offer, the
Company had 5,263,445 shares of Common Stock outstanding.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
ITEM DESCRIPTION
(a)(11) Press Release issued by the Company dated June 2, 1999.
(a)(12) Press Release issued by the Company dated June 9, 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: June 10, 1999
CONTACT: PAUL J. ARNDT FOR IMMEDIATE RELEASE
DIRECTOR OF FINANCIAL RELATIONS
(847) 298-4501 X 457
[email protected]
AMERIHOST PROPERTIES ANNOUNCES PRELIMINARY RESULTS OF
"DUTCH AUCTION" SELF-TENDER OFFER
DES PLAINES, ILLINOIS, JUNE 2, 1999 - Amerihost Properties, Inc. (Nasdaq/NM:
HOST) announced today the preliminary results of its Dutch Auction self-tender
offer which expired today, Wednesday, June 2, 1999, at 5:00 p.m., New York City
time. The Company had commenced its offer to purchase up to 1,000,000 shares of
its Common Stock at a price range of $3.375 to $4.00 on Monday, May 3, 1999.
Based upon a preliminary count by the Depositary, the Company expects to
purchase 774,947 shares of its Common Stock at $4.00 per share. Assuming the
Company's purchases are as expected, following the purchase of shares tendered
in the offer, the Company will have 5,263,435 shares of Common Stock
outstanding.
The determination of the actual number of shares to be purchased and the
purchase price are subject to final confirmation and the proper delivery of all
shares tendered and not withdrawn, including shares tendered pursuant to the
guaranteed delivery procedure. Payment for shares accepted for payment will
occur as soon as practicable after determination of the final number of shares
properly tendered.
Amerihost Properties, Inc. is a hotel development, operations, management and
franchise company that owns, builds, manages and franchises mid-priced hotels.
Each hotel offers an amenity package not often found in other mid-priced hotels.
In addition, every AmeriHost Inn(R)
Amerihost Properties, Inc.
June 2, 1999
Page 1 of 2
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hotel is "three-diamond" rated by AAA. Currently, Amerihost manages 92
properties in 17 states and maintains an ownership position in 89 of these
hotels.
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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.
Amerihost Properties, Inc.
June 2, 1999
Page 2 of 2
CONTACT: PAUL J. ARNDT FOR IMMEDIATE RELEASE
DIRECTOR OF FINANCIAL RELATIONS
(847) 298-4501 X 457
[email protected]
AMERIHOST PROPERTIES, INC. ANNOUNCES FINAL RESULTS OF
"DUTCH AUCTION" SELF-TENDER OFFER
DES PLAINES, ILLINOIS, JUNE 9, 1999 - Amerihost Properties, Inc. announced today
the final results of its Dutch Auction self-tender offer which expired
Wednesday, June 2, 1999, at 5:00 p.m., New York City time. The Company had
commenced its offer to purchase up to 1,000,000 shares of its Common Stock at a
price range of $3.375 to $4.00 on Monday, May 3, 1999.
Based upon a final count by the Depositary, the Company accepted for purchase
774,937 shares of Common Stock at $4.00 per share. Payment was made on June 9,
1999 for all shares accepted for purchase. The shares of Common Stock purchased
represent approximately 12.8% of the outstanding Common Stock immediately prior
to the offer. Following the purchase of shares tendered in the offer, the
Company had 5,263,445 shares of Common Stock outstanding.
Amerihost Properties, Inc. is a hotel development, operations, management and
franchise company that owns, builds, manages and franchises mid-priced hotels.
Each hotel offers an amenity package not often found in other mid-priced hotels.
In addition, every AmeriHost Inn(R)hotel is "three-diamond" rated by AAA.
Currently, Amerihost manages 92 properties in 17 states and maintains an
ownership position in 89 of these hotels.
- --------------------------------------------------------------------------------
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.
Amerihost Properties, Inc.
June 9, 1999
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