SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 1999
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Suburban Lodges of America, Inc.
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(Exact Name of Registrant as Specified in Charter)
Georgia 000-28108 58-1781184
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
300 Galleria Parkway
Suite 1200
Atlanta, Georgia 30339
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code:
(770) 799-5000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 1, 1999, Suburban Lodges of America, Inc. ("Suburban")
completed the acquisition of GuestHouse International LLC (the
"Company") through the purchase of substantially all the assets of the
Company by GuestHouse International Franchise Systems, Inc.
("Purchaser"), a wholly-owned subsidiary of Suburban. The purchase
was made pursuant to an Agreement for Purchase and Sale of Assets
dated April 16, 1999, between Suburban, the Purchaser, and the Company.
The consideration consisted of 300,000 newly issued shares of
Suburban's Common Stock, par value $.01 per share, and $1.25 million in
cash from available cash balances. Additional consideration may be
payable over time subject to achievement of certain financial
performance and new facility goals. The Company is a franchisor of
midscale lodging facilities under the names GuestHouse Inns, Hotels
and Suites. Suburban, through the Purchaser, presently intends to
operate the Company substantially as it had been operated prior to its
acquisition. Suburban acquired substantially all of the Company's
assets, including all franchise agreements between the Company and its
franchisees and all of the trademarks owned by the Company and those
in which it has an interest. The acquisition excluded the purchase of
certain assets of the Company, including corporate organizational
documents; the rights to tax refund claims; licenses, permits, orders,
or approvals not transferable under applicable laws; accounts or notes
receivables earned prior to the Closing Date; and cash and cash
equivalents owned on the Closing Date. The consideration was
determined by negotiation among the parties.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Businesses Acquired
The financial statements of the Company required to be reported
as a result of the transaction described in Item 2 have not been
completed as of the date of this report and will be filed as an
amendment to this report as soon as practicable in accordance with
Item 7(a)(4) of Form 8-K.
(b) Pro Forma Financial Information
The pro forma financial statements required to be reported as a
result of the transaction described in Item 2 have not been completed
as of the date of this report, and will be filed as an amendment to
this report as soon as practicable in accordance with Item 7(a)(4) of
Form 8-K.
(c) Exhibits
The following exhibits are filed with this report:
2.1 (a) Agreement for Purchase and Sale of Assets dated
April 16, 1999 among Suburban, the Purchaser and
the Company.
(b) First Amendment to Agreement for Purchase and Sale
of Assets dated June 1, 1999 among Suburban, the
Purchaser and the Company.
4.1 Amended and Restated Articles of Incorporation of
Suburban (incorporated by reference to Exhibit 3.1 to
Suburban's Registration Statement on Form S-1, File
No. 333-2876, filed with the Commission on March 28,
1996).
4.2 Amended and Restated By-Laws of Suburban (incorporated
by reference to Exhibit 3.2 to Suburban's Annual
Report on Form 10-K for the year ended December 31,
1996, File No. 000-28108, filed with the Commission on
March 28, 1997).
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.
SUBURBAN LODGES OF AMERICA, INC.
By: /s/ David E. Krischer
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David E. Krischer
President and Chief Executive
Officer
Dated: June 15, 1999