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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
BRISTOL HOTELS & RESORTS
(Name of Subject Company)
BHR NORTH AMERICA, INC.
BASS AMERICA, INC.
BASS PLC
(Bidders)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
110041100
(Cusip Number of Class of Securities)
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JAMES L. KACENA
BASS HOTELS & RESORTS, INC.
THREE RAVINA DRIVE, SUITE 2900
ATLANTA, GEORGIA 30346
TELEPHONE: (770) 604-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
COPIES TO:
PAUL R. KINGSLEY
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 450-4000
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$163,612,866 $32,722
* Calculated by multiplying $9.50, the per share tender offer price, by
15,995,057, the sum of the number of shares of Common Stock sought in the
Offer and the 1,227,350 shares of Common Stock subject to options that will
be vested and exercisable as of the date of the Closing of the Offer.
** Calculated as 1/50 of 1% of the transaction value.
/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/X/ going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. / /
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TENDER OFFER
This Tender Offer Statement and Schedule 13E-3 Transaction Statement on
Schedule TO (the "Schedule TO") relates to an offer by BHR North America, Inc.,
a Delaware corporation (the "Purchaser") and an indirect, wholly owned
subsidiary of Bass PLC, a corporation organized under the laws of England and
Wales ("Parent"), to purchase all outstanding shares of common stock, par value
$0.01 per share (the "Shares") of Bristol Hotels & Resorts, a Delaware
corporation (the "Company"), at $9.50 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase (the
"Offer to Purchase") and in the related Letter of Transmittal, copies of which
are attached hereto as Exhibits (a)(1) and (a)(2) (which are herein collectively
referred to as the "Offer").
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Schedule TO, except as otherwise set forth
below.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase dated March 6, 2000.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(7) Summary Advertisement dated March 6, 2000.
(b) Not applicable.
(c)(1) Opinion of Prudential Securities Incorporated to the Board
of Directors of the Company, dated February 27, 2000
(included as Annex A of the Offer to Purchase filed herewith
as Exhibit (a)(1)).
(d)(1) Agreement and Plan of Merger, dated as of February 28, 2000,
by and among the Company, Parent and Purchaser (included as
Annex B of the Offer to Purchase filed herewith as
Exhibit (a)(1)).
(d)(2) Stockholder Agreement, dated as of February 28, 2000, by and
among Purchaser, Parent and United/Harvey Holdings, L.P.
(included as Annex C of the Offer to Purchase filed herewith
as Exhibit (a)(1)).
(d)(3) Registration Rights Agreement among the Company, Bass
America, Inc., Holiday Corporation and United/Harvey
Holdings, L.P. (incorporated herein by reference to
Exhibit 4.1 of the Company's Registration Statement on
Form 10 (Commission File No. 1-14047)).
(d)(4) Form of Stockholders' Agreement among the Company, Holiday
Corporation, Bass America, Inc., Parent and United/Harvey
Holdings, L.P. (incorporated herein by reference to
Exhibit 4.2 of the Company's Registration Statement on
Form 10 (Commission File No. 1-14047)).
(d)(5) Hotel Properties Agreement between Holiday Hospitality and
the Company (incorporated herein by reference to
Exhibit 10.2 of the Company's Registration Statement on
Form 10 (Commission File No. 1-14047)).
(e) Not applicable.
(f)(1) Section 262 of the Delaware General Corporation Law
(included as Annex D of the Offer to Purchase filed herewith
as Exhibit (a)(1)).
(g) Not applicable.
(h) Not applicable.
(i)(1) Power of Attorney, dated February 28, 2000 (incorporated
herein by reference to Exhibit 8 of Bass America, Inc.'s
Amendment No. 1 to Schedule 13D, as filed on the Company,
February 29, 2000).
2
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: March 6, 2000
BHR NORTH AMERICA, INC.
By: /s/ THOMAS ARASI
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Name: Thomas Arasi
Title: President
BASS AMERICA, INC.
By: /s/ ANDREW F. SIMPSON
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Name: Andrew F. Simpson
Title: President
BASS PLC
By: /s/ THOMAS ARASI
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Name: Thomas Arasi
Title: Attorney-in-fact
EXHIBIT INDEX
EXHIBIT NO.
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(a)(1) Offer to Purchase dated March 6, 2000.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(7) Summary Advertisement dated March 6, 2000.