SONESTA INTERNATIONAL HOTELS CORP
10-K405/A, 1995-04-25
HOTELS & MOTELS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-K/A

   
     This amendment is being filed due to the fact that the Form 10-K filed by
Sonesta International Hotels Corporation on March 31, 1995 did not contain a
Financial Data Schedule which is required under item 601(c) of Regulation S-K
and Regulations S-B and Rule 401 of Regulation S-T.
    
(Mark One)

     [X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1994   Commission file  number 0-9032

                                       OR

     [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]


For the transition period from _______________________ to _________________



                    SONESTA INTERNATIONAL HOTELS CORPORATION
                    ----------------------------------------
             (Exact name of registrant as specified in its charter)

NEW YORK                                               13-5648107
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                         Identification No.)

200 Clarendon Street, Boston, Massachusetts            02116
 (Address of principal executive offices)              (Zip Code)


       Registrant's telephone number, including area code:  (617) 421-5400


           Securities registered pursuant to Section 12(b) of the Act:

     Title of each class           Name of each exchange on which registered

     Class A Common Stock                              NONE
     $ .80 par value

           Securities registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
<PAGE>
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.  Yes   X    No
                                               ------    -----
   
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229,405 of this chapter) is not contained herein
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by referenced in Part III of this
Form 10-K or any amendment to this Form 10-K [X]
    

     The aggregate market value of the common stock held by non-affiliates of
the registrant as of the close of business on March 21, 1995 was $6,321,869.

     The number of shares outstanding of the registrant's common stock as of the
close of business on March 21, 1995 was:  2,075,281.


   
    
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or l5(d) of the Securities and
Exchange Act of l934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

SONESTA INTERNATIONAL HOTELS CORPORATION
          (Registrant)
   
By:  /s/ Boy van Riel                               Date: April 24, 1995
     ---------------------------
         Boy van Riel
         Vice President and Treasurer
    

   
    
<PAGE>
   
                    Sonesta International Hotels Corporation

                                INDEX TO EXHIBITS

ITEMS 14 (A) (3)

NUMBER         DESCRIPTION                                          PAGE NOS.

3.1            The most recent amendments to the
               Company's Certificate of Incorporation
               were filed as part of the Registrant's
               Form 10-K for 1992.

3.2            Company By-laws, including all                    14-30
               amendments through March 29, 1995.

10.1(a)        "Third Amendment of Mortgage and                  31-35
               Security Agreement and Second Amendment
               of Note" Between Key Biscayne Limited
               Partnership, Mortgagor ("KBLP") and
               Florida Sonesta Corporation, Mortgagee
               (FSC"), dated February 4, 1994.

10.1(b)        "Operating Deficit Loan Mortgage Note"            36-40
               ($2,194,005.00) from KBLP to FSC,
               dated as of December 31, 1993.

10.1(c)        "Operating Deficit Loan Mortgage and              41-60
               Security Agreement" between KBLP and FSC,
               dated February 4, 1994.

10.1(d)        "Promissory Note" ($1,576,600.00) from            61-64
               KBLP to FSC, dated February 4, 1994.

10.1(e)        "Second Amendment to Management Agreement"        65-69
               dated as of December 31, 1993 between
               KBLP and FSC.

10.2           "Second Amendment to Lease" between John          70-77
               Hancock Mutual Life Insurance Company
               ("John Hancock") and Sonesta International
               Hotels Corporation ("Sonesta"), dated
               March 22, 1994.

10.3           "Third Amendment to Lease" between John           78-80
               Hancock and Sonesta, dated June, 1994.

10.4(a)        "1995 Loan Agreement" between Hibernia            81-111
               National Bank ("Hibernia") and Royal
    
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                                                                 PAGE NOS.
               Sonesta, Inc. ("Royal Sonesta"), as of
               January 1, 1995).

10.4(b)        "Promissory Note" ($5,000,000) from Royal         112-115
               Sonesta to Hibernia, dated "Effective
               January 1, 1995".

10.4(c)        "First Amendment to 1995 Loan Agreement"          116-117
               Between Hibernia and Royal Sonesta,
               dated December 12, 1994.

10.5           "Commercial Promissory Note" ($2,000,000)         118-121
               from Sonesta International Hotels
               Corporation to USTrust, dated November 1,
               1994.

10.6           "Shareholders Agreement of C.R. Resort            122-167
               Associates Limited", dated December
               8, 1994.

10.7           "Amended and Restated Agreement of                168-232
               Limited Partnership of The Soho Hotel
               Company, L.P.", dated December 13, 1994.

13.            Annual Report to Security Holders for the         233-249
               calendar year ended December 31, 1994.

21.            Subsidiaries of the Registrant.                   250

23.            Consent of Ernst & Young LLP filed herewith.      251

27.            Financial Data Schedule.
    

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                           3,667
<SECURITIES>                                         0
<RECEIVABLES>                                    5,079
<ALLOWANCES>                                        84
<INVENTORY>                                        654
<CURRENT-ASSETS>                                11,558
<PP&E>                                          46,960
<DEPRECIATION>                                  18,529
<TOTAL-ASSETS>                                  60,114
<CURRENT-LIABILITIES>                           14,876
<BONDS>                                         20,088
<COMMON>                                         3,488
                                0
                                        294
<OTHER-SE>                                      18,032
<TOTAL-LIABILITY-AND-EQUITY>                    60,114
<SALES>                                         13,141
<TOTAL-REVENUES>                                53,321
<CGS>                                            3,063
<TOTAL-COSTS>                                   22,344
<OTHER-EXPENSES>                                28,071
<LOSS-PROVISION>                                  (22)
<INTEREST-EXPENSE>                               1,537
<INCOME-PRETAX>                                    965
<INCOME-TAX>                                       501
<INCOME-CONTINUING>                                464
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       464
<EPS-PRIMARY>                                      .22
<EPS-DILUTED>                                      .22
        

</TABLE>


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