Exhibit 99(a)(7)
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES. THE OFFER IS MADE SOLELY BY THE OFFER TO
PURCHASE DATED MARCH 6, 2000 AND THE RELATED LETTER OF TRANSMITTAL AND
IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED
FROM OR ON BEHALF OF, HOLDERS OF SHARES IN ANY
JURISDICTION IN WHICH THE MAKING OF THE OFFER OR
ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH
THE LAWS OF SUCH JURISDICTION.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
BRISTOL HOTELS & RESORTS
AT
$9.50 NET PER SHARE
BY
BHR NORTH AMERICA, INC.
AN INDIRECT, WHOLLY OWNED SUBSIDIARY OF
BASS PLC
BHR North America, Inc., a Delaware corporation ("Purchaser") and an
indirect, wholly owned subsidiary of Bass PLC, a corporation organized under the
laws of England and Wales ("Parent"), is offering 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 a price of $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 dated March 6, 2000 (the "Offer to
Purchase") and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, MARCH 31, 2000 UNLESS THE OFFER IS EXTENDED (SUCH
DATE, AS EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE").
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES WHICH, WHEN TAKEN TOGETHER WITH THE SHARES OWNED BY PARENT OR ITS
AFFILIATES, REPRESENT AT LEAST A MAJORITY OF THE THEN ISSUED AND OUTSTANDING
SHARES ON A FULLY DILUTED BASIS. PARENT CURRENTLY OWNS INDIRECTLY APPROXIMATELY
9.0% OF THE ISSUED AND OUTSTANDING SHARES ON A FULLY DILUTED BASIS. PURSUANT TO
A STOCKHOLDER AGREEMENT, DATED AS OF FEBRUARY 28, 2000, UNITED/HARVEY HOLDINGS,
L.P., THE OWNER OF APPROXIMATELY 37.3% OF THE ISSUED AND OUTSTANDING SHARES ON A
FULLY DILUTED BASIS, HAS AGREED TO TENDER TO PURCHASER IN THE OFFER ALL SHARES
BENEFICIALLY OWNED BY IT. THE OFFER IS NOT SUBJECT TO THE RECEIPT OF FINANCING
OR ANY NONGOVERNMENTAL APPROVALS.
The Offer is being made pursuant to the Agreement and Plan of Merger,
dated as of February 28, 2000 (the "Merger Agreement"), by and among the
Company, Purchaser and Parent. The Merger Agreement provides that as promptly as
practicable after the purchase of Shares pursuant to the Offer and the
satisfaction (or waiver, to the extent permissible under the Merger Agreement)
of the conditions to the Merger, Purchaser shall, in accordance with the General
Corporation Law of the State of Delaware ("Delaware Law"), be merged into the
Company (the "Merger"), whereupon the separate existence of Purchaser shall
cease, and the Company shall continue as the surviving corporation. Pursuant to
the Merger, each outstanding Share (other than Shares owned by Parent and its
wholly owned subsidiaries) shall be converted into the right to receive the per
Share price paid in the Offer in cash, without interest.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MERGER AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED THEREBY AND DETERMINED THAT THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE
MERGER, ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE HOLDERS OF SHARES. THE
BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS
TENDER THEIR SHARES PURSUANT TO THE OFFER AND APPROVE AND ADOPT THE MERGER
AGREEMENT (IF SUCH APPROVAL IS REQUIRED UNDER DELAWARE LAW).
For purposes of the Offer, Purchaser will be deemed to have accepted
for payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when Purchaser gives oral or written notice to ChaseMellon
Shareholder Services, L.L.C. (the "Depositary") of Purchaser's acceptance for
payment of such Shares pursuant to the Offer. Upon the terms and subject to the
conditions of the Offer, payment for Shares accepted for payment pursuant to the
Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering stockholders for the purpose
of receiving payments from Purchaser and transmitting such payments to tendering
stockholders whose Shares have been accepted for payment. Under no circumstances
will interest on the purchase price for Shares be paid, regardless of any delay
in making such payment. In all cases, payment for Shares accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of (A) the certificates evidencing such Shares (the "Share Certificates") or
confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such
Shares into the Depositary's account at the Book-Entry Transfer Facility (as
defined in the Offer to Purchase), (B) the Letter of Transmittal (or a facsimile
thereof), properly completed and duly executed, with any required signature
guarantees or, in the case of a book-entry transfer, an Agent's Message (as
defined in the Offer to Purchase) and (C) any other documents required under the
Letter of Transmittal. Accordingly, payment may be made to tendering
stockholders at different times if delivery of the Shares and other required
documents occurs at different times.
Purchaser expressly reserves the right, in its sole discretion (but
subject to the terms and conditions of the Merger Agreement), at any time and
from time to time, to extend the period of time during which the Offer is open
by giving oral or written notice of such extension to the Depositary. Purchaser
expressly reserves the right, in its sole discretion, to extend the Offer if all
conditions to the consummation of the Offer have been satisfied or waived but
the number of Shares tendered is less than 90% of the Shares then issued and
outstanding (including Shares owned by Parent and its wholly owned subsidiaries)
for an aggregate period not to exceed 20 business days and only if Purchaser
first accepts for payment all Shares validly tendered prior to such extension.
Any such extension will be followed by a public announcement thereof no later
than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date.
Tenders of Shares made pursuant to the Offer are irrevocable except
that such Shares may be withdrawn at any time prior to the Expiration Date and,
unless theretofore accepted for payment by Purchaser pursuant to the Offer, may
also be withdrawn at any time after May 4, 2000. If all conditions to the Offer
have been satisfied or waived and Purchaser extends the Expiration Date because
less than 90% of the Shares then issued and outstanding (including Shares owned
by Parent and its wholly owned subsidiaries) have been tendered, Shares will no
longer have any withdrawal rights and any Shares so tendered will be accepted
for payment and paid for by Purchaser. For a withdrawal to be effective, a
written, telegraphic or facsimile transmission notice of withdrawal must be
timely received by the Depositary at one of its addresses set forth on the back
cover page of the Offer to Purchase. Any such notice of withdrawal must specify
the name, address and taxpayer identification number of the person who tendered
the Shares to be withdrawn, the number of Shares to be withdrawn and the name of
the registered holder of such Shares, if different from that of the person who
tendered such Shares. If Share Certificates evidencing Shares to be withdrawn
have been delivered or otherwise identified to the Depositary, then, prior to
the physical release of such Share Certificates, the serial numbers shown on
such Share Certificates must be submitted to the Depositary and the signature(s)
on the notice of withdrawal must be guaranteed by an Eligible Institution (as
defined in the Offer to Purchase), unless such Shares have been tendered for the
account of an Eligible Institution. If Shares have been tendered pursuant to the
procedure for book-entry transfer as set forth in the Offer to Purchase, any
notice of withdrawal must specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares. Withdrawn
Shares may be retendered by again following one of the procedures described in
the Offer to Purchase at any time prior to the Expiration Date. All questions as
to the form and validity (including time of receipt) of any notice of withdrawal
will be determined by Purchaser, in its sole discretion, whose determination
will be final and binding.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) of
the Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated herein by reference.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
The Company has provided Purchaser with the Company's shareholder list
and security position listings for the purpose of disseminating the Offer to
holders of Shares. The Offer to Purchase and Letter of Transmittal will be
mailed to record holders of Shares whose names appear on the Company's
shareholder list and will be furnished, for subsequent transmittal to beneficial
owners of Shares, to brokers, dealers, commercial banks, trust companies, and
similar persons whose names, or the names of whose nominees, appear on the
shareholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing.
Questions or requests for assistance may be directed to MacKenzie
Partners, Inc., the Information Agent, at the address and telephone number set
forth below. Additional copies of the Offer to Purchase, the Letter of
Transmittal and other related materials may be obtained from the Information
Agent. No fees or commissions will be paid to brokers, dealers or other persons
(other than the Information Agent) for soliciting tenders of the Shares pursuant
to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NEW YORK 10010
(212) 929-5500 (CALL COLLECT)
OR
CALL TOLL-FREE (800) 322-2885
MARCH 6, 2000