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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (date of earliest event reported): December 24, 1997
CANDLEWOOD HOTEL COMPANY, INC.
(Exact name of Registrant as specified in charter)
DELAWARE 0-12708 48-1188025
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
LAKEPOINT OFFICE PARK, 9342 EAST CENTRAL 67206
WICHITA, KANSAS (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (316) 631-1300
None
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 24, 1997, Candlewood Hotel Company, Inc. and certain
of its subsidiaries (collectively the "Company") sold five (5) Candlewood(R)
Hotels (the "Hotels") to HPT CW Properties Trust ("HPTCW"), a subsidiary of
Hospitality Properties Trust (together with its subsidiaries, "HPT") as part of
a sale-leaseback arrangement. The sales were made pursuant to a Purchase and
Sale Agreement and an Agreement to Lease between the Company and HPT, both dated
as of November 19, 1997 (collectively the "Transaction Documents"). Pursuant to
the Transaction Documents, the Company will sell a total of 15 Hotels, including
the five Hotels which were transferred on December 24, 1997, to HPTCW for an
aggregate purchase price of $100 million. The Hotels will be transferred in
multiple closings, as individual hotels are completed. The transfers of all
15 Hotels are expected to be completed in the first quarter of 1998. Pursuant to
the Transaction Documents, at the time each Hotel is transferred to HPTCW, the
Hotel concurrently will be leased back to Candlewood Leasing No. 1, Inc., a
wholly-owned subsidiary of the Company pursuant to the terms of a Lease
Agreement dated as of December 24, 1997.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Information:
It is impracticable for the Registrant to provide the required
pro forma financial information at the time of this filing. The Registrant will
file such pro forma financial information by amendment no later than 60 days
after the date this report is filed, as permitted under Item 7 of Form 8-K.
(c) Exhibits
Exhibit Number Description of Document
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10.1 Purchase and Sale Agreement, dated as of November 19, 1997,
by and among the Company and certain of its affiliates, as
sellers, and HPT, as purchaser.
10.2 Agreement to Lease, dated as of November 19, 1997, by and
between the Company and HPT.
10.3 Lease Agreement, dated as of December 24, 1997, by and
between HPTCW, as landlord, and Candlewood Leasing No. 1,
Inc., as tenant.
10.4 Guaranty Agreement, dated as of December 24, 1997, by
the Company for the benefit of HPTCW and HPT.
10.5 Stock Pledge Agreement, dated as of December 24, 1997, by
the Company for the benefit of HPTCW.
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SIGNATURES
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.
Dated: January 7, 1998 CANDLEWOOD HOTEL COMPANY, INC.
By: /s/ WARREN D. FIX
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Name: Warren D. Fix
Title: Chief Financial Officer