- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 2, 2000
U.S. FRANCHISE SYSTEMS, INC.
-------------------------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-28908 58-2190911
- --------------------------------- ---------------- -------------------
(State or Other Jurisdiction) (Commission) (IRS Employer
of Incorporation or Organization) File Number) Identification No.)
13 Corporate Square, Suite 250, Atlanta, Georgia 30329
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code): (404) 235-7463
NOT APPLICABLE
- -------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On November 2, 2000, USFS Acquisition Co. (the "Purchaser"), a Delaware
corporation and wholly owned subsidiary of Pritzker family business interests,
accepted for purchase and payment pursuant to the Purchaser's Offer to Purchase,
dated October 3, 2000, and the related Letter of Transmittal (which together, as
amended, constitute the "Offer"), all outstanding shares of Class A Common
Stock, par value $0.01 per share, and Class B Common Stock, par value $0.01 per
share (collectively, the "Shares"), of U.S. Franchise Systems, Inc., a Delaware
corporation (the "Company"), which were validly tendered and not withdrawn as of
the expiration of the Offer at 12:00 midnight, New York City time, on November
1, 2000, at a purchase price of $5.00 per share, net to the seller in cash,
without interest thereon. SDI, Inc., a Nevada corporation that is also owned by
Pritzker family business interests ("SDI"), provided the Purchaser, through one
or more affiliates, with the funds to purchase the validly tendered Shares.
Based on information provided by SunTrust Bank, the depositary for the
Offer, 14,882,008 Shares (including 929,864 Shares tendered pursuant to notices
of guaranteed delivery), representing approximately 75% of the Shares issued and
outstanding, were validly tendered pursuant to the Offer and not withdrawn. The
Shares purchased by the Purchaser in the Offer, together with the Shares
previously owned by Pritzker family business interests and Shares which Michael
A. Leven, the Company's chairman and chief executive officer, and members of his
family have agreed to transfer to the Purchaser after the consummation of the
Offer, represent approximately 90% of the total issued and outstanding Shares.
Pursuant to the terms of an Acquisition Agreement, dated as of
September 18, 2000 (the "Acquisition Agreement"), by and among the Company, the
Purchaser, SDI, HSA Properties, Inc., a Delaware corporation, and Meridian
Associates L.P., an Illinois limited partnership, the Purchaser is entitled to
designate representatives to serve on the Company's Board of Directors in
proportion to the Pritzker family business interests' ownership of outstanding
Shares after the Offer. In addition, pursuant to the Acquisition Agreement, the
Offer will be followed by a merger between the Company and the Purchaser (the
"Merger"). Pursuant to the Merger, the stockholders of the Company who did not
tender their Shares in the Offer and who do not seek appraisal of their Shares
pursuant to the applicable provisions of Delaware law, other than Pritzker
family business interests, Mr. Leven, and members of his family with respect to
Shares being exchanged with the Purchaser, will receive $5.00 per Share in cash
for such untendered Shares.
A copy of the press release issued in connection with the acceptance by
the Purchaser of Shares pursuant to the Offer is filed as Exhibit 99.1 hereto
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
No. Description
--- -----------
99.1 Text of Press Release issued by USFS Acquisition Co.
and U.S. Franchise Systems, Inc. on November 2, 2000
(incorporated herein by reference to Exhibit (a)(5)(A)
to Amendment No. 2 to the Schedule TO filed with the
SEC on November 2, 2000).
SIGNATURE
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.
Date: November 2, 2000
U.S. FRANCHISE SYSTEMS, INC.
By: /s/ Stephen D. Aronson
--------------------------------------
Name: Stephen D. Aronson
Title: Vice President, General Counsel and Secretary
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
99.1 Text of Press Release issued by USFS Acquisition Co. and U.S.
Franchise Systems, Inc. on November 2, 2000 (incorporated herein
by reference to Exhibit (a)(5)(A) to Amendment No. 2 to the
Schedule TO filed with the SEC on November 2, 2000).