SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: July 15, 1999 Commission File No.: 0-9032
SONESTA INTERNATIONAL HOTELS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
New York
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(State or Other Jurisdiction)
13-5648107
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(I.R.S. Employer Identification Number)
200 Clarendon Street, Boston, Massachusetts 02116
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(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (617) 421-5400
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On July 1, 1999, the Registrant completed its acquisition of 209,600 shares of
its Class A Common Stock from Marvin Schwartz and trusts for certain members of
his family. The Registrant acquired the stock for a price of $18.00 per share, a
total of $3,772,600. As part of its agreement with Mr. Schwartz, the Registrant
also agreed that if its Class A Common Stock shareholders received more than
$18.00 per share as part of a tender offer or a sale of the Company prior to
July 1, 2001, Mr. Schwartz and the trusts would receive additional compensation
based on that excess.
Item 7. Financial Statements and Exhibits
The Registrant's agreement with Marvin Schwartz is attached hereto and filed
herewith as an Exhibit to this Form 8-K.
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Exhibits to Form 8-K
NUMBER DESCRIPTION
2.1 Letter from Sonesta International Hotels Corporation ("Sonesta") to
Marvin C. Schwartz ("Mr. Schwartz"), dated June 17, 1999,
countersigned by Mr. Schwartz and returned to Sonesta on June 23,
1999.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SONESTA INTERNATIONAL HOTELS CORPORATION
By:
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Peter J. Sonnabend
Vice President and Secretary
July 15, 1999
June 17, 1999
Mr. Marvin C. Schwartz PERSONAL
C/o Neuberger Berman
605 Third Avenue
New York, NY 10158-3698
Dear Marvin:
This letter will confirm my recent phone conversations with you, Carl Randolph
and Ken Leopold. Sonesta agrees to purchase the 209,600 shares of its Common
Stock that you, the trusts f/b/o/ your son and your daughter and the trust f/b/o
your niece owned as of May 1, 1999 and presently own for $18.00 per share: a
total of $3,772,800.
Sonesta further agrees that if a tender offer to Common Stock shareholders, or
sale of the Company, results in these shareholders receiving more than $18.00
per share, in cash or stock, or any combination of cash and stock, for any
portion of their stock any time prior to July 1, 2001, you, the trusts f/b/o
your son and your daughter, and the trust f/b/o your niece shall be entitled to
additional cash compensation equal to that excess (above $18.00 per share)
multiplied by 209,600. As I mentioned to you last week, Sonesta has no plans
that would result in this additional compensation being payable to you.
This will also confirm Sonesta's plans to issue a stock dividend -- a new share
for each share previously owned -- on July 30, 1999 to holders of record on July
16. This event is intended to assure that Sonesta maintains a sufficient number
of shares in public float to remain on a major exchange. As a result of this
transaction the reference to $18.00 per share in the previous paragraph with
respect to additional cash compensation shall be deemed to be $9.00 per share.
We propose July 1, 1999, as a transaction date. On that day we will complete
this transaction through Depository Trust Company ("DTC"), as follows: You shall
deliver the above-referenced shares to Sonesta, and Sonesta shall transfer
payment for the shares, simultaneously through DTC. We will also acquire a
letter from Neuberger Berman that the shares transferred to Sonesta through DTC
are the shares owned by you and the above trusts.
This letter is intended to replace and supercede my letter to you of May 26,
1999.
If the above accurately sets forth our agreement, please acknowledge so in the
space provided and return this letter to me via fax.
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Best personal regards.
Sincerely yours,
Peter J. Sonnabend
The Above Is Acknowledged
And Agreed To
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Marvin C. Schwartz
Date: June 23, 1999
