<PAGE>
SONESTA INTERNATIONAL HOTELS CORPORATION
200 CLARENDON STREET
BOSTON, MASSACHUSETTS 02116
April 17, 1995
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders to be
held on May 22, 1995 at 9:00 in the morning, notice of which is enclosed. The
Meeting will be held at the Company's Corporate Offices, 200 Clarendon Street,
Boston, Massachusetts. I hope that as many stockholders as possible will attend.
Please date and sign the enclosed Proxy and return it in the accompanying
envelope. This will not prevent you from voting in person at the Meeting if you
so desire, in which case you may revoke your Proxy at that time. By returning
your signed Proxy now, you can be sure that your vote will be counted even if
you are not able to attend the Meeting. If you have received Proxies as both a
Common Stock and Preferred Stock owner, please sign, date and return both
Proxies.
The Annual Report of the Company for 1994 has already been forwarded to
stockholders; however, any stockholder who wishes to receive another copy of
this report or the Company's Form 10-K may obtain one, without charge, by
writing to the Secretary of the Company at the above address.
Roger P. Sonnabend
CHAIRMAN OF THE BOARD
<PAGE>
SONESTA INTERNATIONAL HOTELS CORPORATION
200 CLARENDON STREET
BOSTON, MASSACHUSETTS 02116
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
To the Stockholders of
Sonesta International Hotels Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Sonesta
International Hotels Corporation (the "Company"), will be held at the Company's
Corporate Offices, 200 Clarendon Street, Boston, Massachusetts on May 22, 1995
at 9:00 a.m. for the following purposes.
MATTER NO.
1. To elect a Board of Directors.
2. To ratify the appointment of Ernst & Young LLP as independent auditors
for the year 1995.
3. To consider and transact such other business as may properly come before
the Meeting or any adjournment or adjournments thereof.
Holders of Preferred and Common Stock are entitled to vote on Matter No. 1
as set forth in the accompanying Proxy Statement; only the holders of Common
Stock may vote on the other matters.
Stockholders of record at the close of business on April 13, 1995 are
entitled to notice of and to vote at the Meeting.
By Order of the Board of Directors,
Peter J. Sonnabend
SECRETARY
Dated: April 17, 1995
<PAGE>
PROXY STATEMENT
SOLICITATION OF PROXIES
The accompanying Proxy is solicited by the Board of Directors of the
Company. All shares represented by the accompanying Proxy will be voted in
accordance with the specified choice of the stockholders. In the absence of
directions, the Proxy will be voted for the election of the nominees for
Directors named in this Proxy Statement, and for the ratification of the
appointment of Ernst & Young LLP as independent auditors for the year 1995. The
Proxy may be revoked at any time before it is exercised by notifying the Company
in writing at the address listed on the Notice of Annual Meeting of
Stockholders, Attention--Office of the Secretary; or by voting in person at the
Meeting.
All costs of solicitation of Proxies will be borne by the Company. In
addition to solicitation by mail, the Company's Directors, officers and regular
employees, without additional remuneration, may solicit Proxies by telephone,
telegraph and personal interviews. Brokers, custodians and fiduciaries will be
requested to forward Proxy soliciting material to the owners of stock held in
their names, and the Company will reimburse them for their out-of-pocket and
clerical disbursements in connection therewith. This Proxy Statement and
accompanying Proxy are first being mailed to stockholders on or about April 20,
1995.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The outstanding voting securities of the Company as of April 1, 1995
consisted of 2,075,281 shares of Common Stock and 10,697 shares of Preferred
Stock. Only stockholders of record at the close of business on April 13, 1995
will be entitled to vote. Stockholders are entitled to one vote per share. In
connection with the election of Directors, holders of Preferred Stock as a class
elect two Directors and holders of Common Stock as a class elect the remaining
Directors. All stockholders have cumulative voting rights with respect to the
election of Directors, which means that within each class a stockholder's total
vote (number of shares held multiplied by the number of Directors to be elected
by that class) may be cast entirely for one nominee or distributed among two or
more nominees. The Board of Directors is soliciting discretionary authority to
cumulate votes. The vote of the holders of a majority of the Common Stock voting
at the Meeting will be sufficient to take action on matters other than the
election of Directors. Holders of Preferred Stock are not entitled to vote on
any matter other than the election of Directors.
Under SEC rules, boxes and a designated blank space are provided on the
proxy card for shareholders to mark if they wish either to abstain on one or
more of the proposals or to withhold authority to vote for one or more nominees
for Director. In accordance with New York State law, such abstentions are not
counted in determining the votes cast in connection with the selection of
auditors or the election of one or more of the nominees for Director.
1
<PAGE>
1. ELECTION OF DIRECTORS
The persons named in the accompanying Proxy, unless otherwise instructed,
intend to vote shares of Common Stock in favor of the election as Directors for
the ensuing year of the Common Stock Nominees named below and to vote shares of
Preferred Stock in favor of the election as Directors for the ensuing year of
the Preferred Stock Nominees named below, and will be entitled to vote
cumulatively in respect of any such nominees. In case any of those named should
become unavailable to serve, it is intended that votes may be cast for a
substitute. The Board of Directors of the Company has no reason to believe the
persons named will be unable or decline to serve if elected.
<TABLE>
<CAPTION>
OWNED BENEFICIALLY AS
OF
COMMON STOCK NOMINEES APRIL 1, 1995(1)
----------------------
SHARES AND SHARES AND
PERCENT OF PERCENT OF
PREFERRED COMMON
NAME, AGE AND PRINCIPAL OCCUPATION STOCK(2) STOCK(3)
- - ---------------------------------------------------------------------------- ---------- ----------
<S> <C> <C>
George S. Abrams Age 62; Attorney and Director and
Trustee of several organizations........................................ None 57,285(4)
(2.8%)
Mr. Abrams has been an attorney with the law firm of Winer and Abrams,
Boston, Massachusetts for more than 10 years. He formerly served as General
Counsel and Staff Director of the United States Senate Judiciary Committee
on Refugees. Mr. Abrams is a Director of Viacom Inc., where he is Chairman
of the Audit Committee, and of Paramount Communications, Inc. and National
Amusements, Inc. Mr. Abrams also serves as an overseer and trustee of a
number of cultural and educational institutions.
Vernon R. Alden Age: 72; Director since May, 1978;
Director and Trustee of several Organizations........................... None 2,819
(.1%)
Mr. Alden was Chairman of the Board and Executive Committee of The
Boston Company, Inc., a financial services company, from 1969 to 1978. He
was President of Ohio University from 1962 to 1969. Mr. Alden is a Director
of Augat Inc., Colgate-Palmolive Company, Digital Equipment Corporation and
Intermet Corporation, and McGraw-Hill, Inc. He is also Independent General
Partner of three ML-Lee Acquisition Funds and trustee of several cultural
and educational organizations. Mr. Alden is Chairman of the Japan Society of
Boston and the Honorary Consul General for the Royal Kingdom of Thailand, in
Boston.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
OWNED BENEFICIALLY AS
OF
COMMON STOCK NOMINEES APRIL 1, 1995(1)
----------------------
SHARES AND SHARES AND
PERCENT OF PERCENT OF
PREFERRED COMMON
NAME, AGE AND PRINCIPAL OCCUPATION STOCK(2) STOCK(3)
- - ---------------------------------------------------------------------------- ---------- ----------
<S> <C> <C>
Joseph L. Bower Age: 56; Director since May, 1984;
Donald Kirk David Professor of Business Administration, Harvard Business
School.................................................................. None 200
Mr. Bower has been a member of the faculty of the Harvard Business (Less than
School since 1963 and has served as Senior Associate Dean and is currently .1%)
Chairman of the Doctoral Programs and Director of Research. Mr. Bower is a
Director of ANIKA Research, Inc., Brown Group, Inc., The ML-Lee Acquisition
Funds, New America High Income Fund, and is a trustee of the New England
Conservatory of Music and DeCordova and Dana Museum and Park. He has
published extensively on strategy, organization, and the relation of
business and government.
Lawrence M. Levinson Age: 76; Director since
January, 1973; Partner, Burns & Levinson, Attorneys at Law (Boston,
Massachusetts).......................................................... None 1,500
Mr. Levinson graduated from Harvard College in 1939 and, after serving (Less than
in the United States Army, from Harvard Law School in 1947. He serves as a .1%)
Director of Arrow Automotive Industries, Inc. and Independent Bank Corp.,
and an Honorary Director of Rockland Trust Company. He also serves as a
director, trustee, officer and/or counsel for various other corporation and
charitable organizations.
Peter J. Sonnabend (8)(9) Age: 41; Vice President and
Secretary, Sonesta International Hotels Corporation..................... 2,000(5) 104,112(7)
(18.7%) (5%)
After graduating from Wesleyan University and Boston University School
of Law, Mr. Sonnabend practiced law with the Boston law firm of Winer and
Abrams from 1980 to 1987. In March 1987, he joined the Company as Vice
President and Assistant Secretary and, in May 1987, became Vice President
and Secretary. He also represents the Company as General Counsel. Mr.
Sonnabend serves as a Director of Hub Data, Inc. and is also involved in
professional, cultural and community organizations.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
OWNED BENEFICIALLY AS
OF
COMMON STOCK NOMINEES APRIL 1, 1995(1)
----------------------
SHARES AND SHARES AND
PERCENT OF PERCENT OF
PREFERRED COMMON
NAME, AGE AND PRINCIPAL OCCUPATION STOCK(2) STOCK(3)
- - ---------------------------------------------------------------------------- ---------- ----------
<S> <C> <C>
Roger P. Sonnabend (6)(8) Age: 69; Director since
May, 1959; Chairman of the Board and Chief Executive Officer, Sonesta
International Hotels Corporation........................................ 2,000(5) 562,084(7)
(18.7%) (27.1%)
Mr. Sonnabend, a graduate of the Massachusetts Institute of Technology
and Harvard Business School, became a Vice President of the Company in 1956
after ten years of hotel managerial experience. Subsequently, he was
Executive Vice President and from 1963 to 1970 was President of the Company.
Since June, 1970, Mr. Sonnabend has been Chairman of the Board and from
January, 1978 until November, 1983 he also held the office of President. He
is involved with many professional, business, community and educational
institutions.
<CAPTION>
PREFERRED STOCK NOMINEES
<S> <C> <C>
Paul Sonnabend (6)(8) Age: 67; Director
since June, 1961; President, Sonesta International Hotels Corporation... 2,000(5) 502,014(7)
(18.7%) (24.2%)
Mr. Sonnabend graduated in 1950 from Cornell University School of Hotel
Administration after serving in the U.S. Naval Reserve. He was President of
the Company from 1970 to 1977. In May, 1980, Mr. Sonnabend became Vice
Chairman of the Board, a position he held until November, 1983 when he
reassumed the Presidency of the Company. Mr. Sonnabend is active in many
community projects.
Stephen Sonnabend (6)(8) Age: 63; Director since
April, 1964; Senior Vice President, Sonesta International Hotels
Corporation............................................................. 2,000(5) 217,810(7)
(18.7%) (10.5%)
Mr. Sonnabend has served as General Manager of the Royal Sonesta Hotel
in Cambridge and the Sonesta Beach Resort in Key Biscayne. In 1970 he became
Senior Vice President of the Company and serves as President of the Sonesta
Beach Hotel in Key Biscayne, Florida.
<FN>
- - ---------
(1) Shares are considered beneficially owned for the purposes of this Proxy
Statement if held by the person indicated as beneficial owner, or if such
person, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise has the power to vote, to direct
the voting of and/or to dispose of or to direct the disposition of, such
security, or if the person has the right to acquire beneficial ownership
within sixty (60) days.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
(2) As of April 1, 1995 the nominees listed in the table above owned an
aggregate of 2,000 shares of the Company's Preferred Stock, representing
18.7% of that class of equity securities.
(3) As of April 1, 1995 the nominees listed in the table above beneficially
owned an aggregate of 1,320,124 shares of the Company's Common Stock,
representing 64% of that class of equity securities.
(4) Of these shares, 56,000 are held as a Trustee of several trusts for the
benefit of Paul Sonnabend's children and grandchildren; 42,000 of these
shares are deemed to be beneficially owned by Paul Sonnabend and 24,500 of
these shares are deemed to be beneficially owned by Peter J. Sonnabend.
(5) Constitutes the 2,000 shares of Preferred Stock owned by the Sonnabend
Foundation, a charitable trust established by the Sonnabends. See Note 2 on
page 12.
(6) Roger, Paul and Stephen Sonnabend are brothers.
(7) By virtue of his stock ownership interest and position with the Company, he
may be deemed to control (or be in common control with other stockholders
of) the Company within the meaning of the Rules and Regulations of the
Securities and Exchange Commission under the Securities Exchange Act of
1934.
(8) See Note 2 on page 12.
(9) Peter J. Sonnabend is the son of Paul Sonnabend, who is deemed to be the
beneficial owner of 71,700 shares of the Common Stock owned by Peter J.
Sonnabend.
</TABLE>
COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors has an Audit Committee consisting of
Messrs. Alden, Bower and Levinson. Mr. Alden serves as Chairman of this
Committee, which meets periodically with the Company's management and
independent public accountants to assure that they are carrying out their
responsibilities.
The Company's Board of Directors has an Executive Committee consisting of
Messrs. Levinson, Bower, Paul Sonnabend, and Roger P. Sonnabend. Mr. Levinson
serves as Chairman of this Committee. The Committee has the authority, except as
proscribed by law, to exercise the powers of the Directors in the management of
the business affairs and property of the Company during the intervals between
the meetings of the Board.
The Company's Board of Directors has a Nominating Committee consisting of
Messrs. Bower, Alden, and Paul Sonnabend. Mr. Bower serves as Chairman of this
Committee. The functions of this Committee include consideration of the
composition of the Board and recommendation of individuals for election as
Directors of the Company. The Nominating Committee will consider nominees
recommended by security holders provided such nominations are made pursuant to
the Company's By-laws and applicable law.
The Company's Board of Directors has a Compensation Committee consisting of
Messrs. Alden, Bower and Levinson. Mr. Alden serves as Chairman of this
Committee, which meets perioically to review and consider the appropriateness of
the compensation of the Company's management.
5
<PAGE>
DIRECTORS' ATTENDANCE AND FEES
Directors who are not salaried employees of the Company receive annual
compensation of $12,000, plus an attendance fee of $600 per meeting.
During 1994 there were five meetings of the Board of Directors, one meeting
of the Compensation Committee and one meeting of the Audit Committee. The
Executive and Nominating Committees did not meet during 1994. Each of the
nominees attended at least 75% of the total number of meetings of the Board of
Directors and of the committees on which such Directors served during 1994.
EXECUTIVE COMPENSATION
Set forth below is the compensation paid and/or accrued by the Company and
its subsidiaries for services in all capacities for the last three completed
fiscal years to or for the benefit of the CEO and each of its four other most
highly compensated executive officers whose aggregate cash compensation exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------
NAME & PRINCIPAL OTHER ANNUAL
POSITION YEAR SALARY BONUS* COMPENSATION
- - --------------------------------------- ---- -------- ------ ------------
<S> <C> <C> <C> <C>
Roger P. Sonnabend 1994 $402,283 79,169 NONE
Chief Executive Officer 1993 386,811 83,897
1992 371,934 68,142
Paul Sonnabend 1994 380,922 74,965 NONE
President 1993 366,272 87,429
1992 352,185 65,524
Stephen Sonnabend 1994 269,611 53,059 NONE
Senior Vice President 1993 230,396 62,157
1992 221,535 46,084
Hans U. Wandfluh 1994 185,000 46,250 NONE
Vice President; President & General 1993 170,200 42,500
Manager, Royal Sonesta Hotel, 1992 165,819 42,786
New Orleans
Jacqueline Sonnabend 1994 150,000 29,520 NONE
Vice President -- Human Resources 1993 137,700 32,869
1992 122,400 22,425
Peter J. Sonnabend 1994 150,000 29,520 NONE
Vice President and Secretary 1993 137,700 32,869
1992 132,400 24,257
Stephanie Sonnabend 1994 150,000 29,520 NONE
Executive Vice President 1993 137,700 32,869
1992 132,400 24,257
<CAPTION>
LONG TERM COMPENSATION
---------------------------------------------------
RESTRICTED SECURITIES
NAME & PRINCIPAL STOCK UNDERLYING LTIP** ALL OTHER
POSITION AWARD OPTIONS/SAR'S PAYOUTS COMPENSATION
- - --------------------------------------- ---------- ------------- ------- ------------
<S> <C> <C> <C> <C>
Roger P. Sonnabend NONE NONE NONE NONE
Chief Executive Officer
Paul Sonnabend NONE NONE NONE NONE
President
Stephen Sonnabend NONE NONE NONE NONE
Senior Vice President
Hans U. Wandfluh NONE NONE NONE NONE
Vice President; President & General
Manager, Royal Sonesta Hotel,
New Orleans
Jacqueline Sonnabend NONE NONE NONE NONE
Vice President -- Human Resources
Peter J. Sonnabend NONE NONE NONE NONE
Vice President and Secretary
Stephanie Sonnabend NONE NONE NONE NONE
Executive Vice President
<FN>
- - ------------
* These bonuses were paid under the Company's incentive compensation plan.
(See p.8)
** Long Term Incentive Plan
</TABLE>
6
<PAGE>
AGREEMENTS WITH EXECUTIVES
The Company entered into Restated Employment Agreements with Roger P.
Sonnabend, Chairman of the Board, Paul Sonnabend, President, and Stephen
Sonnabend, Senior Vice President, effective as of January 1, 1992, which
replaced Restated Employment Agreements dated January 1, 1984, at annual base
salaries of at least $371,934, $352,185, and $221,535, respectively. The current
terms end December 31, 1995, but are automatically renewed for successive one
year terms unless terminated by either party. Upon the death of any of such
executives, the Company has undertaken to continue payments to their respective
"Beneficiary" (as defined in the Agreement) in an amount equal to the applicable
base salary as of the date of death, for a period of two years following death.
Under separate agreements, dated December 31, 1991, the Company has agreed that
in the event of the permanent and total disability of Roger P. Sonnabend, Paul
Sonnabend or Stephen Sonnabend while in the employ of the Company, the Company
will continue payments to such executive in an amount equal to the applicable
base salary at the date of disability, for a period of two years following the
disability; and if death occurs during disability, for the balance of the two-
year period, to the executive's spouse, estate or other designated beneficiary.
INCENTIVE COMPENSATION PLAN
The Company has an incentive compensation plan under which pre-tax profit
thresholds are established at the beginning of each year for certain of its
hotels. Once the profit threshold is reached at a hotel, key employees of that
hotel are entitled to receive a bonus equal to 3% of their annual salary, plus,
10% of any profits in excess of the threshold are shared proportionally by the
same group. Additionally, key employees of each hotel may receive a bonus of
between zero and two percentage points based on an evaluation of that hotel's
performance in the areas of personal service and hotel physical appearance.
Executive Office key employees, including officers of the Company, are entitled
to receive incentive payments of that percentage of their salary which equals
the average (as a percentage of salaries) of all incentive payments made to
certain hotel key employees as a group.
PENSION PLAN
The Company has an I.R.S. qualified defined benefit pension plan which
covers all non-union salaried employees at its Executive Offices and its hotels
in Boston (Cambridge) and New Orleans. All officers and Directors who are
full-time employees of the Company are covered under this plan. Benefits under
the plan are based on the average compensation for the highest sixty consecutive
months of service during employment, reduced proportionately for each year of
service less than twenty-seven (full service period). The plan provides for
integration with 50% of the primary Social Security benefit, reduced
proportionately for each year of service less than twenty-seven. It provides for
a normal retirement age of 65 and an early retirement age of 55 with five years
of service. Benefits become vested at normal retirement age or upon the
completion of five years of service. Thus, the Company is unable to ascertain
the benefits which may accrue to its Directors and/or officers since the
benefits are based on variable factors.
The following table sets forth a range of estimated annual retirement
benefits under the plan upon retirement at age 65.
7
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
AVERAGE
ANNUAL COMPENSATION FOR YEARS OF SERVICE
HIGHEST SIXTY -----------------------------------------------------
CONSECUTIVE MONTHS 15 20 25 30* 35*
--------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$125,000................................................... 30,720 41,960 51,200 55,300 55,300
150,000................................................... 37,670 50,220 62,780 68,800 68,800
175,000................................................... 44,610 59,480 74,350 80,300 80,300
200,000................................................... 51,560 68,740 85,930 92,800 92,800
225,000................................................... 58,500 78,000 97,500 105,300 105,300
250,000................................................... 65,440 87,260 109,070 117,800 117,800
300,000................................................... 79,330 105,780 120,000 120,000 120,000
350,000................................................... 93,220 120,000 120,000 120,000 120,000
400,000................................................... 107,110 120,000 120,000 120,000 120,000
450,000................................................... 120,000 120,000 120,000 120,000 120,000
500,000................................................... 120,000 120,000 120,000 120,000 120,000
<FN>
- - ---------
* The maximum benefit under the Company's Pension Plan is based on 27 years of
service.
</TABLE>
The above benefits are calculated on a straight-life annuity basis and after
deducting a portion of Social Security benefits, as described above.
For 1994 the maximum benefit allowable under the Employee Retirement Income
Security Act of 1974 is $120,000.
Each of Roger, Paul and Stephen Sonnabend has the maximum number of years of
credited service under the pension plan (27 years). Of the other individuals
named in the Summary Compensation Table on page 7, Hans Wandfluh has 22 years of
credited service, and Jacqueline, Peter and Stephanie Sonnabend have 11, 8 and
16 years of accredited service, respectively.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
In considering executive compensation, the Compensation Committee, which is
comprised entirely of non-management Directors, reviews Management's
recommendations regarding executive compensation in light of numerous factors,
including changes in the cost of living, job responsibilities, job performance,
the compensation awarded to executives holding similar positions in other
companies of comparable size and complexity to the Company, and the financial
capacity of the Company. Generally, in 1994 executive salaries, including that
of the chief executive officer, increased 4% over 1993 levels.
The Compensation Committee's consideration of the chief executive officer's
compensation is consistent with that of other Company executives. For 1994, the
Compensation Committee considered in particular, as noted above, the 3% increase
in the cost of living and the strong performance of the Company's owned hotel in
Boston (Cambridge) and its leased hotel in New Orleans. The Compensation
Committee believes
8
<PAGE>
that the compensation paid to the CEO was appropriate in light of the following:
that the Company's Boston (Cambridge) hotel achieved record results and the New
Orleans hotel achieved better than expected operating results; that the Company
successfully reopened Sonesta Beach Resort, Key Biscayne after a 13-month
closure following Hurricane Andrew; that the Company was preparing for the
opening of a new 250-room resort in Sharm el Sheikh; and that the Company had
agreed to participate in a new 243-room hotel in New Orleans.
In addition to base salary, the chief executive officer and other executive
officers of the Company can earn annual bonuses under the Company's incentive
compensation plan (as further described elsewhere in this Proxy) based on hotel
operating results and an evaluation of each of the Company's hotels' performance
in areas of personal service and physical appearance by an independent
"shopping" service. These bonuses were also taken into consideration by the
Compensation Committee in reviewing the chief executive and other executive
officers' total annual compensation packages.
In reviewing the compensation paid to the chief executive officer and other
executive officers the Compensation Committee also considered that the Company
has entered into Restated Employment Agreements with the chief executive
officer, the president and the senior vice president which set annual base
salaries for those executive officers. (The Restated Employment Agreements are
further described in this Proxy in the section captioned "Executive
Compensation".)
The Compensation Committee also took note of the fact that the Company has
not awarded stock options to any of the executive officers since 1987. Stock
options have not been deemed a necessary part of the Company's compensation
arrangements for several years and, in fact, the Company's incentive stock
option plan and all options outstanding thereunder expired in 1992.
Submitted by the Compensation Committee.
Vernon R. Alden, Chairman, Joseph L. Bower and Lawrence M. Levinson.
PERFORMANCE GRAPH
The following graph compares the annual percentage change in the cumulative
total shareholder return on the Company's Common Stock against the cumulative
total return of the NASDAQ Stock Market (US Companies) and the NASDAQ Hotels and
Motels for the five-year period commencing December 31, 1989 and ending December
31, 1994.
9
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
12/29/89 12/31/90 12/31/91 12/31/92 12/31/93 12/30/94
<S> <C> <C> <C> <C> <C> <C>
Sonesta 100.0 36.9 53.0 46.2 75.9 87.1
Nasdaq Stock Market 100.0 84.9 136.3 158.6 180.9 176.9
NASDAQ Stocks Hotels
and motels 100.0 57.6 55.8 59.7 56.8 45.9
</TABLE>
10
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company's Board of Directors consisted of
Vernon R. Alden, Joseph L. Bower and Lawrence M. Levinson throughout 1994.
CERTAIN RELATIONSHIPS/TRANSACTIONS
Mr. George S. Abrams, a nominee for Director, performed legal services for
the Company during 1994 and 1995.
The law firm of Burns & Levinson, of which Mr. Lawrence M. Levinson, a
Director of the Company, is a partner, performed legal services for the Company
during 1994 and 1995.
The Company has purchased artwork for its hotels and executive offices from
Obelisk Gallery, Inc., a corporation owned by Mrs. Roger Sonnabend. Purchases
from January 1, 1994 through March 1, 1995 have totaled $142,652, including
$122,252 on behalf of managed hotels. The Company believes that the prices paid
for such artwork are at least as favorable to the Company as would have been
obtained from unrelated parties.
PRINCIPAL STOCKHOLDERS
The following tables set forth certain information as of April 1, 1995 with
respect to persons known to the Company to be the beneficial owners of more than
5% of the Company's Common Stock and more than 5% of the Company's Preferred
Stock.
COMMON STOCK
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED(1) OF CLASS
- - ---------------------------------------------------------------------------------- -------------------- -----------
<S> <C> <C>
Paul Sonnabend (2)................................................................ 502,014 24.2%
200 Clarendon Street
Boston, MA 02116
Peter J. Sonnabend (2)............................................................ 104,112(3) 5.0%
200 Clarendon Street
Boston, MA 02116
Roger P. Sonnabend (2)............................................................ 562,084 27.1%
200 Clarendon Street
Boston, MA 02116
Stephen Sonnabend (2)............................................................. 217,810 10.5%
200 Clarendon Street
Boston, MA 02116
All executive officers and Directors as a group (14 persons including above)...... 1,306,620 63.0%
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED(1) OF CLASS
- - ---------------------------------------------------------------------------------- -------------------- -----------
<S> <C> <C>
Marvin C. Schwartz (4)............................................................ 134,000 6.5%
c/o Neuberger & Berman
605 Third Avenue
New York, New York 10158-3698
<FN>
- - ---------
(1) See note 1 on Page 4.
(2) 1,093,630 shares of the Company's Common Stock are subject to the Sonnabend
Voting Trust Agreement dated August 1, 1984, as amended in December, 1984.
The voting trust terminates on December 31, 2000, or at such time as there
are fewer than two trustees. The present trustees are Messrs. Roger, Paul
and Stephen Sonnabend; any two trustees have the power to vote the shares
in their discretion unless otherwise directed by the holders of a majority
of the beneficial owners of the shares. The trustees and fourteen other
members of the Sonnabend family are the record owners of these shares.
(3) Of these shares, 71,700 are deemed to be beneficially owned by Paul
Sonnabend.
(4) Marvin C. Schwartz has the sole power to dispose of 18,500 shares and has
shared dispositive power with regard to 115,500 shares. Mr. Schwartz has
sole voting power with regard to 18,500 shares and does not have shared
voting power over any shares.
</TABLE>
PREFERRED STOCK
<TABLE>
<CAPTION>
NUMBER OF
SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OF
OF BENEFICIAL OWNER OWNED(1) CLASS
- - ------------------------------------------------------------------------------------------- ------------- -----------
<S> <C> <C>
Paul Sonnabend, Stephanie Sonnabend and Peter J. Sonnabend, as holders of the voting rights
in the Sonnabend Foundation (2)........................................................... 2,000 18.7%
All executive officers and Directors as a group (14 persons including above)............... 2,000 18.7%
<FN>
- - ---------
(1) See note 1 on Page 4.
(2) On April 1, 1994 members of the Sonnabend family, including Roger P.
Sonnabend, Paul Sonnabend, Stephen Sonnabend and Peter J. Sonnabend, owned
beneficially 2,000 shares of Preferred Stock, all of which was owned
beneficially by the Sonnabend Foundation, a charitable trust established by
the Sonnabends.
</TABLE>
Jacqueline Sonnabend, Stephanie Sonnabend and Hans U. Wandfluh, who are
referenced in the Summary Compensation Table on Page 7, are the beneficial
owners of the following amounts of Common
12
<PAGE>
Stock: Jacqueline Sonnabend: 89,408 shares; Stephanie Sonnabend: 100,008 shares;
Hans U. Wandfluh: 4,000 shares. None of such persons is the beneficial owner of
Preferred Stock, except Stephanie Sonnabend in her capacity as Trustee of the
Sonnabend Foundation.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The persons named in the accompanying Proxy intend, unless otherwise
instructed, to vote shares of Common Stock for Ernst & Young LLP as independent
auditors for the Company for the year 1995. The appointment of this firm has
been made by the Board of Directors of the Company upon recommendation of its
Audit Committee, subject to stockholder ratification. Until 1979, Arthur Young &
Company, which merged with Ernst & Whinney during 1989 to form Ernst & Young
LLP, had acted as independent auditors for the Company for many years and was
reappointed in 1985.
Ernst & Young LLP is an internationally recognized firm of independent
auditors. This firm has considerable experience in the hotel industry and has
offices in all locations in which the Company operates. In the opinion of the
Board of Directors of the Company, Ernst & Young LLP is fully qualified to act
as independent auditors for the Company.
The Audit Committee has previously reviewed and approved the scope of the
annual audit by the Company's independent public accountants. The Committee also
reviews all services and fees at the end of each annual audit.
A representative of Ernst & Young LLP is expected to be present at the
Meeting and will have an opportunity to make a statement and is to be available
to respond to stockholders' questions.
STOCKHOLDER PROPOSALS
Proposals of stockholders intending to be presented at the next Annual
Meeting of Stockholders must comply with Rule 14a-8 of the Securities and
Exchange Commission issued under the Securities Exchange Act of 1934 and must be
received at the principal executive offices of the Company, 200 Clarendon
Street, Boston, Massachusetts 02116 not later than February 1, 1996.
13
<PAGE>
MISCELLANEOUS
The Board of Directors does not know of any matters, other than those
discussed in this Proxy Statement, which may come before the Meeting. However,
if any other matters are properly presented at the Meeting, it is the intention
of the persons named in the accompanying Proxy to vote, or otherwise act, in
accordance with their judgment on such matters.
By Order of the Board of Directors
PETER J. SONNABEND
SECRETARY
Dated: April 17, 1995
THE BOARD OF DIRECTORS HOPES THAT ALL STOCKHOLDERS WILL ATTEND THE MEETING.
IN THE MEANTIME, YOU ARE REQUESTED TO EXECUTE THE ACCOMPANYING PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR
STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
14
<PAGE>
COMMON PROXY
SONESTA INTERNATIONAL HOTELS CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS--MAY 22, 1995
SONESTA INTERNATIONAL HOTELS CORPORATION
200 CLARENDON STREET, BOSTON, MASSACHUSETTS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of SONESTA INTERNATIONAL HOTELS CORPORATION, a
New York corporation, hereby constitutes and appoints BOY A.J. VAN RIEL and
PETER J SONNABEND and each of them, the true and lawful attorneys and proxies
of the undersigned with power of substitution in each of them and their
respective substitute(s), for and in the name of the undersigned to vote the
COMMON STOCK which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Sonesta International Hotels Corporation, to be held on
May 22, 1995 at 9:00 A.M. and at any adjournment(s) thereof, to the same
extent and with all powers which the undersigned would possess if personally
present. A majority of such attorneys and proxies or their substitute(s), or if
only one be present and acting at such meeting, then that one, shall have and
may exercise all of the powers of all of said attorneys and proxies. The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and the Proxy Statement furnished therewith, each dated
April 17, 1995.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
FOLD AND DETACH HERE
<PAGE>
The undersigned hereby instructs said proxies to vote
1. ELECTION OF DIRECTORS: G. Abrams, V. Alden, J. Bower, L. Levinson,
P.J. Sonnabend, R. Sonnabend
(INSTRUCTION: To withhold authority to vote for any individual nominee, with
that nominee's name on the line provided below.)
- - -----------------------------------------------
FOR all nominees listed above (except as marked to the contrary)
/ /
WITHHOLD AUTHORITY to vote for all nominees listed above
/ /
2. Ratification of Ernst & Young as independent accountants of the Company for
the year 1995.
FOR AGAINST ABSTAIN
/ / / / / /
3. On such other business as may properly come before the meeting or any
adjournment(s) thereof.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS NO.1 AND
NO. 2.
Date__________________________, 1995
- - ------------------------------------
- - ------------------------------------
SIGNATURE(S)
Please sign exactly as your name or names appear hereon. Joint owners should
sign personally. Corporate proxies should be signed by authorized officer, and
have seal affixed and attested.
PLEASE DATE, SIGN AND MAIL THIS PROXY PROMPTLY.
FOLD AND DETACH HERE
<PAGE>
PREFERRED PROXY
SONESTA INTERNATIONAL HOTELS CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS--MAY 22, 1995
SONESTA INTERNATIONAL HOTELS CORPORATION
200 CLARENDON STREET, BOSTON, MASSACHUSETTS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of SONESTA INTERNATIONAL HOTELS CORPORATION, a
New York corporation, hereby constitutes and appoints BOY A.J. VAN RIEL and
PETER J. SONNABEND and each of them, the true and lawful attorneys and proxies
of the undersigned with power of substitution in each of them and their
respective substitute(s), for and in the name of the undersigned to vote the
5% CUMULATIVE PREFERRED STOCK which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of Sonesta International Hotels Corporation, to
be held on May 22, 1995 at 9:00 A.M. and at any adjournment(s) thereof, to the
same extent and with all powers which the undersigned would possess if
personally present. A majority of such attorneys and proxies or their
substitute(s), or if only one be present and acting at such meeting, then that
one, shall have and may exercise all of the powers of all of said attorneys and
proxies. The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and the Proxy Statement furnished therewith, each dated
April 17, 1995.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
FOLD AND DETACH HERE
<PAGE>
The undersigned hereby instructs said proxies to vote
1. ELECTION OF DIRECTORS: P. Sonnabend, S. Sonnabend
/ /
FOR all nominees listed above (except as marked to the contrary)
/ /
WITHHOLD AUTHORITY to vote for all nominees listed above
/ /
(INSTRUCTION: To withhold authority to vote for any individual nominee, with
that nominee's name on the line provided below.)
- - -----------------------------------------------
2. On such other business as may properly come before the meeting or any
adjournment(s) thereof.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSAL NO.1.
Date__________________________, 1995
- - ------------------------------------
- - ------------------------------------
SIGNATURE(S)
Please sign exactly as your name or names appear hereon. Joint owners should
sign personally. Corporate proxies should be signed by authorized officer, and
have seal affixed and attested.
PLEASE DATE, SIGN AND MAIL THIS PROXY PROMPTLY.
FOLD AND DETACH HERE
