SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): May 7, 1999
JAMESON INNS, INC.
(Exact name of Registrant as specified in its charter)
Georgia 0-23256 58-2079583
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
8 Perimeter Center East, Suite 8050
Atlanta, Georgia 30346-1603
(Address of principal executive offices) (Zip Code)
(770) 901-9020
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On May 7, 1999, the merger of Signature Inns, Inc., an Indiana corporation, with
and into the Registrant, Jameson Inns, Inc. was consummated. As a result of the
merger, each of the outstanding shares of Signature Inns, Inc. common stock was
converted into one-half share of the common stock of the Registrant plus a cash
payment $1.22. In addition, holders of the Signature Inns, Inc. common stock
also received a cash dividend of $.28 per share, which was declared and paid for
the purpose of distributing the estimated amount of the earnings and profits of
Signature Inns, Inc. in order to maintain the Registrant's compliance with the
tax rules governing real estate investment trusts. In addition, each share of
the Signature Inns, Inc. $1.70 Cumulative Convertible Preferred Stock, Series A,
no par value, was converted into one share of newly authorized $1.70 Series A
Cumulative Convertible Preferred Stock, par value $1.00 per share, of the
Registrant. Additional information regarding this transaction is contained in
the joint proxy statement/prospectus of the two companies dated March 26, 1999,
which was included as Part I of the Registration Statement of the Registrant on
Form S-4, File No. 333-74149 (the "Joint Proxy Statement"), which is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) The required financial statements of Signature Inns, Inc. are not included
in this report because substantially the same information was included in the
Annual Report of Signature Inns, Inc. on Form 10-KSB filed for the year ended
December 31, 1998 (File No. 0-9659) which is incorporated by reference into the
Joint Proxy Statement and which financial statements are incorporated herein by
reference.
(b) The pro forma financial information required in connection with the reported
transaction is not included in this report because substantially the same
information was included in the section of the Joint Proxy Statement
captioned "Summary - Selected Pro Forma Financial Statements".
(c) Exhibits.
1. Agreement and Plan of Merger dated January 27, 1999 by and between Signature
Inns, Inc. and Jameson Inns, Inc. is incorporated by reference to Exhibit 2.1 to
the Registration Statement on Form S-4 of the Registrant, File No. 333-74149.
2. Articles of Amendment to the Articles of Incorporation of the Registrant
containing the Designation of Preferences, Rights, Privileges and Restrictions
of $1.70 Series S Cumulative Convertible Preferred Stock are incorporated by
reference to Exhibit 3.6 to the Registration Statement on Form S-4 of the
Registrant, File No. 333-74149.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JAMESON INNS, INC.
Date: May 21, 1999 By /s/Craig R. Kitchin
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Craig R. Kitchin, President
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EXHIBIT INDEX
Exhibit Number Description
1............ Agreement and Plan of Merger dated January 27, 1999
by and between Signature Inns, Inc. and Jameson Inns, Inc.
is incorporated by reference to Exhibit 2.1 to the
Registration Statement on Form S-4 of the Registrant, File
No. 333-74149.
2............ Articles of Amendment to the Articles of
Incorporation of the Registrant containing the Designation
of Preferences, Rights, Privileges and Restrictions of $1.70
Series S Cumulative Convertible Preferred Stock is
incorporated by reference to Exhibit 3.6 to the Registration
Statement on Form S-4 of the Registrant, File No. 333-74149.
