SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant /X/
Filed by a party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
AMERIHOST PROPERTIES, INC.
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
AMERIHOST PROPERTIES, INC.
2355 S. ARLINGTON HEIGHTS ROAD
SUITE 400
ARLINGTON HEIGHTS, ILLINOIS 60005
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of Shareholders of Amerihost
Properties, Inc. (the "Company") will be held on June 1, 2000, at 10:30 a.m.,
local time, at the Company's headquarters, 2355 S. Arlington Heights Road, Suite
400, Arlington Heights, Illinois 60005 to act upon the following matters:
1. To elect the Directors of the Company who will serve until the
next annual meeting of shareholders or until their successors
are duly qualified. The following persons have been nominated
for directorships:
Michael P. Holtz Reno J. Bernardo
Russell J. Cerqua Salomon J. Dayan
Jon K. Haahr Thomas J. Romano
Said meeting may be adjourned from time to time without other notice than by
announcement at said meeting, or at any adjournment thereof, and any and all
business for which said meeting is hereby noticed may be transacted at any such
adjournment.
Only holders of record at the close of business on April 15, 2000, of the
Company's common stock, $.005 par value will be entitled to notice of and to
vote at the meeting and at any adjournment or adjournments thereof.
Enclosed is a form of Proxy solicited by the management of the Company.
Shareholders who do not plan to attend the meeting in person are requested to
date, sign and return the enclosed Proxy. Your Proxy may be revoked at any time
before it is exercised and will not be used if you attend the meeting and prefer
to vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ MICHAEL P. HOLTZ
----------------------------------
Michael P. Holtz, President
Arlington Heights, Illinois
April 30, 2000
<PAGE>
AMERIHOST PROPERTIES, INC.
2355 S. Arlington Heights Road
Suite 400
Arlington Heights, Illinois 60005
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited on behalf of the Board of Directors of Amerihost
Properties, Inc. (the "Company"), for use at the Annual Meeting of Shareholders
of the Company to be held at 10:30 A.M. on June 1, 2000, at the Company's
headquarters, 2355 S. Arlington Heights Road, Suite 400, Arlington Heights,
Illinois 60005. In addition to solicitation of proxies by mail, proxies may be
solicited by the Company's directors, officers and regular employees by personal
interview, telephone or telegram, and the Company will request brokers and other
fiduciaries to forward proxy soliciting material to the beneficial owners of
shares which are held of record by them. The expense of all such solicitation,
including printing and mailing, will be paid by the Company. Any proxy may be
revoked at any time prior to its exercise, by written notice to the Secretary of
the Company or by attending the meeting and electing to vote in person. Any such
revocation shall not affect any vote previously taken. This Proxy Statement and
accompanying proxy were initially mailed to shareholders on or about April 30,
2000.
Only shareholders of record of the Company at the close of business on April 15,
2000, are entitled to vote at the meeting or any adjournment thereof. As of that
date there were outstanding 4,973,548 shares of Common Stock, each of which is
entitled to one vote on all matters voted upon at the annual meeting. Holders of
Common Stock are not entitled to cumulate their votes in the election of
directors. A majority of the outstanding shares of the Company, represented in
person or by proxy, shall constitute a quorum at the meeting. Directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
Directors. Abstentions and broker non-votes will have no effect.
ELECTION OF DIRECTORS
A board of six directors will be elected to serve until the next annual meeting,
or until their successors are elected and shall have qualified. The proxies duly
signed and returned pursuant to this solicitation will be voted by the persons
named therein in accordance with the directions of the shareholders. If no
directions are specified in a proxy, the proxy will be voted for the election as
directors of the nominees named below. Should any nominee be unable or unwilling
to accept the office of director (which is not presently anticipated), the
persons named in the proxies will vote for the election of such other persons as
they shall determine.
Each person listed below is currently a director of the Company and is a nominee
for reelection as a director:
Name, Age and Principal Occupation Director since
MICHAEL P. HOLTZ, 43 1985
From 1985 to 1989, Mr. Holtz served as the Company's Treasurer and Secretary. In
1986, Mr. Holtz was promoted to Chief Operating Officer of the Company with
direct responsibility for the Company's day-to-day operations. In 1989, Mr.
Holtz was elected President and Chief Executive Officer of the Company. In 1999,
in addition to his other responsibilities, Mr. Holtz was elected Chairman of the
Board of Directors. Mr. Holtz is responsible for development and implementation
of all Company operations including hotel development, finance and management.
Mr. Holtz has over 20 years experience in the operation, development and
management of hotel properties.
<PAGE>
RENO J. BERNARDO, 68 1989
Reno J. Bernardo served as the Senior Vice President of Construction of the
Company from 1987 through March 1994, when he retired. His primary
responsibilities included managing construction of new properties and directing
renovation projects. In 1989, Mr. Bernardo became a Director of the Company and
continues to serve in this capacity. From 1985 to 1986, Mr. Bernardo was Vice
President of Construction with Devcon Corporation, a hotel construction company.
From 1982 to 1985, Mr. Bernardo was Project Superintendent with J.R. Trueman and
Associates, a hotel construction company, and a subsidiary of Red Roof Inns,
where his responsibilities included supervision of the development and
construction of several Red Roof Inns.
SALOMON J. DAYAN, 54 1996
Since 1980, Salomon J. Dayan, M.D., a physician certified in internal and
geriatric medicine, has been the Chief Executive Officer of Salomon J. Dayan
Ltd., a multi-specialty medical group which he founded and which is dedicated to
the care of the elderly in hospital and nursing home settings. Since 1986, Dr.
Dayan has been the Medical Director and Executive Director of Healthfirst, a
corporation which operates multiple medical ambulatory facilities in the
Chicago, Illinois area, and since 1994 he has also been an assistant professor
at Rush Medical Center in Chicago. Dr. Dayan is currently the Chairman of the
Board of Directors of J. D. Financial, a bank holding company owning Pan
American Bank. Dr. Dayan also has numerous investments in residential and
commercial real estate.
RUSSELL J. CERQUA, 43 1998
Russell J. Cerqua served as the Executive Vice President of Finance, Chief
Financial Officer, Treasurer and Secretary of the Company from 1987 through
1998, where his primary responsibilities included internal and external
financial reporting, corporate financing, development of financial management
systems, and financial analysis. Mr. Cerqua is currently the Chief Financial
Officer of Metro Technologies, L.L.C. Prior to joining the Company, Mr. Cerqua
was an audit manager with Laventhol & Horwath, the Company's former independent
certified public accountants. Mr. Cerqua was involved in public accounting for
over 9 years, with experience in auditing, financial reporting and taxation. Mr.
Cerqua is a Certified Public Accountant.
JON K. HAAHR, 46 1999
Jon K. Haahr was most recently the Managing Director of Investment Banking for
First Union Securities, Inc. Real Estate Group. Mr. Haahr joined the First Union
Investment Banking Department in 1987 and, prior to establishing the Real Estate
Group, provided banking expertise to corporate finance clients in the financial
services sector and in the area of closed-end funds. His experience includes six
years at Continental Bank in Chicago where he was an officer of the bank
providing corporate lending and capital markets services to middle market
companies. Mr. Haahr is a member of the Board of Directors of the Center for
Urban Land Economics Research at the University of Wisconsin Real Estate School,
and speaks regularly at a variety of real estate industry events.
THOMAS J. ROMANO, 47 1999
Thomas J. Romano is currently an Executive Vice President and Chief Credit
Officer for the Bridgeview Bank Group. Mr. Romano is a member of the Executive
Management Committee and is responsible for all lending activities for a
significant loan portfolio. In addition, Mr. Romano manages the credit
underwriting department. His experience includes nineteen years with First of
America Bank where his responsibilities included the management of commercial
lending functions and numerous branch locations. Mr. Romano is currently a
member of the Lake County Muscular Dystrophy Association and a member of Robert
Morris Associates.
<PAGE>
SHARES REPRESENTED BY THE PROXIES RECEIVED WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES UNLESS SHAREHOLDERS OTHERWISE SPECIFY IN THEIR PROXIES.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES.
ATTENDANCE
The Board of Directors held five meetings during 1999, at which all Directors
were present.
COMPENSATION OF DIRECTORS
Each nonemployee Director of the Company received an annual retainer fee of
$9,000 ($750 per month) in 1999. Each nonemployee Director of the Company also
received $250 for each Board of Directors meeting attended in person, $150 for
each Board of Directors meeting conducted by telephone and $150 for each
committee meeting. Each Director is reimbursed for all out-of-pocket expenses
related to attendance at Board meetings.
Each nonemployee Director of the Company receives an option to purchase 1,000
shares of Common Stock annually, pursuant to the 1996 Stock Option Plan for
Nonemployee Directors. In addition, beginning in 2000, each Director will
receive 2,500 options annually which vest only if the Company meets certain
performance criteria, including earnings per share and EBITDA. All Director
stock options are priced at the market price on the date of issuance.
COMMITTEES
The Board of Directors has three standing committees:
1. Audit Committee - This committee consists of two outside
directors: Mr. Cerqua (Chairman) and Mr. Haahr. The Audit Committee has
the responsibility, among other things, to meet with the Company's
independent accountants to review the scope and results of their audit,
and to review with such independent accountants the Company's system of
internal accounting and financial controls. This committee met twice
during 1999.
2. Compensation Committee - This committee consists of two
outside directors: Dr. Dayan (Chairman) and Mr. Haahr. The Compensation
Committee reviews the salaries, bonuses, stock compensation, stock
options and other direct and indirect compensation for the Company's
Chief Executive Officer. This committee met twice during 1999.
3. Directors Affairs Committee - This committee consists of
two outside directors: Dr. Dayan (Chairman) and Mr. Haahr. The
Directors Affairs Committee is responsible for recommending possible
candidates for election to the Board of Directors, as well as
evaluating the performance of all members of the Board of Directors.
This committee did not meet during 1999.
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning the annual and
long-term compensation for services as officers to the Company for the fiscal
years ended December 31, 1999, 1998 and 1997, of those persons who were, at
December 31, 1999: the chief executive officer and the other executive officer
of the Company (the "Named Officers"). See "Compensation of Directors" under
Item 11.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation
Annual Compensation -----------------
----------------------------- Restricted Securities
Name and Principal Stock Underlying All Other
Position Year Salary Bonus Awards Options(#)(1) Compensation(2)
- ------------------------ ------ -------- ---------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Michael P. Holtz 1999 325,000 20,000 - - 17,500
Chairman of the Board, President 1998 325,000 20,000 - 256,100 12,633
and Chief Executive Officer 1997 334,615 - - 50,000 12,375
James B. Dale 1999 120,000 5,500 - 20,500 1,251
Senior Vice President Finance, 1998 98,462 - - - 1,031
Secretary, Treasurer, and
Chief Financial Officer
(1) All options were fully vested as of December 31, 1999, except for 25,100
options held by Mr. Holtz and 14,500 options held by Mr. Dale.
(2) Represents life insurance premiums paid by the Company on behalf of the
Named Officers and the Company's 401(k) matching contributions of $2,500
and $1,251 for Messrs. Holtz and Dale, respectively. Amounts for 1998
include the Company's 401(k) matching contributions of $2,633 and $1,031
for Messrs. Holtz and Dale, respectively.
</TABLE>
STOCK OPTIONS
The following table summarizes the number and terms of stock options granted to
each of the Named Officers during the year ended December 31, 1999.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term
------------------------------------------------------ ---------------------------
% of Total
Options
Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted(1) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ------------------ ----------- --------------- ------------ ------------ ---------- --------
<S> <C> <C> <C> <C> <C> <C>
James B. Dale 18,000 11.8% $3.31 Jan. 2009 34,815 84,217
2,500 1.6 3.69 Oct. 2009 4,387 12,250
-------- ------ ------- ------
20,500 13.4% 39,202 96,467
====== ==== ====== ======
</TABLE>
<PAGE>
The following table provides information concerning the exercise of stock
options during 1999, and the year-end value of unexercised options for each of
the Named Officers and Directors of the Company.
<TABLE>
OPTION EXERCISES AND YEAR-END VALUE TABLE
<CAPTION>
Number of Unexercised Value of Unexercised
Shares Options Held at in-the-Money Options at
Acquired Value December 31, 1999 December 31, 1999 (1)
--------------------------- -----------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael P. Holtz - - 701,000 25,100 $ 92,188 $ -
James B. Dale - - 26,500 14,500 375 750
Russell J. Cerqua - - 198,958 1,000 28,809 -
Reno J. Bernardo - - 3,000 1,000 - -
Salomon J. Dayan - - 33,000 1,000 - -
Jon K. Haahr - - - 1,000 - -
Thomas J. Romano - - - - - -
(1) The closing sale price of the Company's Common Stock on such date on the
Nasdaq National Market was $3.38.
</TABLE>
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The purpose of the Compensation Committee is to establish and administer the
policies governing all forms of executive compensation, as well as to administer
the Amerihost Properties, Inc. 1996 Omnibus Incentive Stock Plan.
The Committee's philosophy is that executive compensation should be designed to
motivate executives and reward them for individual initiative and achievements
as well as the short-term and long-term success of the Company. It is
anticipated that this philosophy will help to attract and maintain quality
individuals, thereby enhancing the Company's profitability and value for the
shareholders. The specific objectives within this philosophy are to:
Establish base salaries at levels which are competitive in the business
environment and which consider the responsibilities of the respective
position and the individual's experience.
Provide the executives with performance-based compensation which is
reflective of the performance of the Company.
Align the interests of the executives with those of the shareholders by
providing a meaningful level of equity-based compensation in the form
of long-term stock options.
The base salaries and annual increases for the Company's executives have been
based upon comparative industry data, tenure and an assessment of the
executive's historical performance and commitment to the Company. In addition,
the Committee considers other factors such as cost-of-living and other
geographic considerations, industry compensation trends, the level of expertise
and knowledge and the level and complexity of the individual's specific duties
and responsibilities. Base salaries consist of a blend of cash and stock
options.
In addition to the base salaries, the Company's executives receive incentive
compensation based upon the performance of the Company. Through 1999, these
incentives were based upon the Company's attainment of certain financial
benchmarks and consisted of either cash, restricted stock awards or qualified
and non-qualified stock options.
<PAGE>
The Chief Executive Officer of the Company serves under an employment agreement
which began in 1995. His annual base compensation for 1999 was $325,000. Mr.
Holtz did not receive any restricted stock awards or stock options in 1999. Mr.
Holtz received a cash bonus of $20,000 for 1999. Mr. Holtz also serves as the
President and Chief Executive Officer of all the Company's wholly-owned
subsidiaries. Mr. Holtz receives no additional compensation for his services to
these subsidiaries.
Compensation Committee:
Salomon J. Dayan, Chairman
Jon K. Haahr
EMPLOYMENT AGREEMENTS
The Company's President and Chief Executive Officer, Michael P. Holtz, provides
services to the Company under the terms of an employment agreement dated January
1, 1995, amended February 4, 1997 and amended November 23, 1999. Pursuant to
Amendment No. 3 dated November 23, 1999, the agreement renewed for an additional
three-year period ending December 31, 2003. On January 1, 1998, Mr. Holtz
received options to purchase a minimum of 256,100 shares of the Company's common
stock at the market price on date of issuance under the Company's 1996 Omnibus
Incentive Stock Plan, of which 110,000 vested immediately, 121,000 vested on
July 1, 1999 and 25,100 will vest on July 1, 2000. Pursuant to Amendment No. 3,
Mr. Holtz will receive 100,000 options each year, with 50,000 vesting 90 days
from the date of issuance and 50,000 vesting only if the Company attains certain
financial performance criteria. Amendment No. 3 also provides for a cash bonus
based upon financial performance, franchising growth and hotel operation
performance. Under the terms of the amended employment agreement, stock awards
were eliminated as a component of annual compensation.
The employment agreement entitles the executive officer to receive severance
payments, equal to two years' compensation, if his employment is terminated by
the Company without cause or if he elects to terminate such employment for a
"good reason," including a change of control of the Company. For purposes of the
employment agreement, a change of control means removal of the executive from
membership on the Board of Directors by a vote of a majority of the shareholders
of the Company or failure of the Board of Directors to nominate the executive
for re-election to Board membership. The executive officer is also entitled to
severance payments, equal to one year's compensation, if he voluntarily
terminates his employment with the Company for a reason other than a "good
reason" and provides appropriate notice of such resignation.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of the
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission and the Nasdaq Stock Market initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. Such persons are required by Securities and Exchange Commission
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on its review of the copies of such
reports furnished to the Company and written representations to the Company that
no other reports were required, during the fiscal year ended December 31, 1999,
all the aforesaid Section 16(a) filing requirements were complied with, except
for a total of 10,000 shares of common stock purchased by Dr. Dayan in July,
August and September 1999, which were not reported until December 1999.
STOCK PRICE PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return on the Company's Common Stock against the
cumulative total return of the Nasdaq U.S. index and the Nasdaq Non-Financial
index for the period commencing December 31, 1994 and ending December 31, 1999.
<PAGE>
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this report into
any filing under the Securities Act of 1933 or under the Securities Exchange Act
of 1934, except to the extent the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
acts.
[GRAPH OMITTED]
<TABLE>
Date 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
<S> <C> <C> <C> <C> <C> <C>
Amerihost Properties, Inc. 100.000 175.414 174.544 161.381 107.003 94.724
Nasdaq US 100.000 141.335 173.892 213.073 300.248 542.430
Nasdaq Non-Financial 100.000 139.257 169.159 198.093 290.322 559.352
Assumes $100 invested on December 31, 1994 in the Common Stock of Amerihost
Properties, Inc. and the Nasdaq Stock Market and the Nasdaq Non-Financial
Stocks.
</TABLE>
CERTAIN TRANSACTIONS
In the past, certain of the Company's directors and executive officers have,
directly or indirectly, invested in joint ventures with the Company. Dr. Dayan,
a director of the Company, has invested approximately $1.6 million in seven
joint ventures since 1988. Dr. Dayan and each of the Company's directors and
executive officers who have made such investments have done so on the same terms
as all other investors in such joint ventures.
Mr. Romano is an executive officer of Bridgeview Bank & Trust, which is the bank
that maintains the Company's operating line-of-credit. The line-of-credit has a
maximum of $8,500,000, of which $7,560,214 was outstanding at December 31, 1999.
The operating line-of-credit is collateralized by a security interest in certain
of the Company's assets, including its interests in various joint ventures,
bears interest at an annual rate equal to the bank's base lending rate (8.5% at
December 31, 1999) plus one-half of one percent with a floor of 7.5%, and
matures May 15, 2000. The Company expects the line-of-credit to be renewed for
another year.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of April 15, 2000, by (i) each person
who is known by the Company to own beneficially more than 5% of the Company's
Common Stock, (ii) each of the Company's Directors, (iii) each of the Named
Officers and (iv) all Directors and executive officers as a group.
<TABLE>
Shares Beneficially Owned
As of April 15, 2000
--------------------
Name Number Percent
- ----------------------------- ------------------ ----------
<S> <C> <C>
Michael P. Holtz 907,857 (1) 16.0%
Wellington Management Company 615,000 (2) 12.4
Massachusetts Financial Services Company 527,000 (3) 10.6
Dimensional Fund Advisors, Inc. 408,100 (4) 8.2
Raymond and Liliane R. Dayan 364,774 (5) 7.3
Salomon J. Dayan 361,059 (1) 7.0
H. Andrew Torchia 354,989 (6) 6.9
Russell J. Cerqua 257,413 (1) 5.0
Reno J. Bernardo 34,612 (1) 0.7
James B. Dale 33,775 (1) 0.7
Jon K. Haahr 2,400 0.1
Thomas J. Romano 4,700 0.1
<PAGE>
ALL DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP (7 PERSONS) 1,601,816 26.4%
============ =======
(1) Includes shares subject to options exercisable presently or within 60
days as follows: Mr. Holtz, 701,000 shares, Dr. Dayan, 157,676 shares,
Mr. Cerqua, 198,958 shares, Mr. Bernardo, 3,000 shares, and Mr. Dale,
32,500 shares.
(2) Based upon information provided in its Schedule 13G dated December 31,
1999, Wellington Management Company ("WMC"), in its capacity as
investment advisor, may be deemed beneficial owner of 615,000 shares of
the Company which are owned by numerous investment counseling clients.
Of the shares shown above, WMC has shared voting power for 615,000
shares and shared investment power for 615,000 shares.
(3) Based upon information provided in its Schedule 13G dated February 8,
2000, Massachusetts Financial Services Company ("MFS"), in its capacity
as investment manager, may be deemed beneficial owner of 527,000 shares
of the Company which are also beneficially owned by MFS Series Trust II
- MFS Emerging Growth Stock Fund, shares of which are owned by numerous
investors. MFS has sole voting and investment power for the 527,000
shares.
(4) Based upon information provided in its Schedule 13G dated February 3,
2000, Dimensional Fund Advisors, Inc. ("DFA"), in its capacity as
investment advisor, may be deemed beneficial owner of 408,100 shares of
the Company which are owned by numerous investment counseling clients.
Of the shares shown above, DFA has sole voting and investment power for
408,100 shares.
(5) Based upon information provided in their Schedule 13D dated August 25,
1997, Mr. and Mrs. Dayan beneficially own 364,744 shares of the
Company. Of the shares shown above, Mr.and Mrs. Dayan have sole voting
and investment power for 364,774 shares.
(6) Based upon information provided in his 13D dated December 2, 1996.
Includes 375,832 shares owned by Urban 2000 Corp. Mr. Torchia is the
51% stockholder of Urban 2000 Corp. and disclaims beneficial ownership
of all but an aggregate of 195,589 shares owned directly, or
indirectly, by Urban 2000 Corp. Also includes 150,000 options currently
exercisable.
</TABLE>
SHAREHOLDER PROPOSALS
From time to time, shareholders present proposals which may be proper subjects
for inclusion in the proxy statement and for consideration at the annual
meeting. To be considered, proposals must be submitted on a timely basis.
Proposals for the 2001 shareholders' meeting must be received by the Company not
later than February 1, 2001. Any such proposals, as well as any questions
related thereto, should be directed to the Secretary of the Company.
OTHER MATTERS
Management knows of no other business likely to be brought before the meeting.
If other matters do come before the meeting, the persons named in the form of
proxy or their substitute will vote said proxy according to their best judgment.
By the order of the Board of Directors
JAMES B. DALE
Secretary
Arlington Heights, Illinois
April 30, 2000
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
Amerihost Properties, Inc.
2355 S. Arlington Heights Road
Suite 400
Arlington Heights, Illinois 60005
The undersigned hereby appoints Michael P. Holtz and James B. Dale as Proxies,
each with the power to appoint his substitute, and hereby authorizes them, each
acting alone, to represent and to vote, as designated below, all the Common
Stock of Amerihost Properties, Inc. held of record by the undersigned at the
close of business on April 15, 2000, at the Annual Meeting of Shareholders to be
held on June 1, 2000, and any adjournment thereof, with all the powers the
undersigned would possess if present.
1. ELECTION OF DIRECTORS
_________for all nominees _________WITHHOLD AUTHORITY
listed below to vote for all
nominees listed
below
_________to abstain from voting on this proposal
Michael P. Holtz Reno J. Bernardo
Russell J. Cerqua Salomon J. Dayan
Jon K. Haahr Thomas J. Romano
INSTRUCTION: To withhold authority to vote for any individual nominee write that
nominee's name in the space provided below:
- --------------------------------------------------------------------------------
2. OTHER MATTERS
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting.
<PAGE>
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
for all nominees listed in proposal 1 above and in the discretion of the Proxies
for such other business as may properly come before the meeting.
Please sign exactly as name appears on your stock certificates. For joint
accounts, all tenants should sign. If signing for an estate, trust, corporation,
partnership or other entity, title or capacity should be stated.
Dated: _______________, 2000 _____________________________________
Signature (Title)
Print name and address:
-------------------------------------
Signature if held jointly
- -------------------------------------
- -------------------------------------
- -------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED RETURN ENVELOPE
