Filed with the Securities and Exchange Commission on July 29, 1997
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
AMERIHOST PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3312434
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2400 EAST DEVON AVENUE, SUITE 280
DES PLAINES, ILLINOIS 60018
(847) 298-4500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
MICHAEL P. HOLTZ
PRESIDENT AND CHIEF EXECUTIVE OFFICER
2400 EAST DEVON AVENUE, SUITE 280
DES PLAINES, ILLINOIS 60018
(847) 298-4500
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
____________________
Copies To:
Helen R. Friedli, P.C.
McDermott, Will & Emery
227 West Monroe Street
Chicago, Illinois 60606
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement as
determined in light of market conditions.
____________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED <F1> PER SHARE <F2> OFFERING PRICE<F2> REGISTRATION FEE
Common Stock, par value $.005 per share 464,900 $6.3125 $2,934,681.00 $889.00
<FN>
<F1> Maximum number of shares which may be offered.
<F2> Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based on the average
of the high and low sales prices of the Common Stock on the Nasdaq National Market as of July 28, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
PROSPECTUS
[LOGO]
464,900 Shares
AMERIHOST PROPERTIES, INC.
COMMON STOCK
____________________
This Prospectus relates to up to 464,900 shares (the "Shares") of Common
Stock, par value $.005 per share (the "Common Stock"), of Amerihost
Properties, Inc., a Delaware corporation (the "Company"), which may be
offered for sale by certain stockholders of the Company (the "Selling
Stockholders"). The distribution of the Shares by the Selling Stockholders
may be effected from time to time by the Selling Stockholders directly or
through one or more broker-dealers, in one or more transactions on the Nasdaq
National Market System, or stock exchanges on which the Common Stock may be
listed pursuant to and in accordance with the rules of such exchanges, in the
over-the-counter market, in negotiated transactions or otherwise, at prices
related to the prevailing market prices or at negotiated prices. See "Plan
of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares. The Company will bear all expenses of the registration of the
Shares, except that the Selling Stockholders will pay any applicable
underwriting commissions and expenses, brokerage fees and transfer taxes, as
well as the fees and disbursements of counsel to and experts for the Selling
Stockholders.
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "HOST."
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES
OFFERED HEREBY.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _______________, 1997
AVAILABLE INFORMATION
The Company is subject to the informational requirements of Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The Company's
registration statement on Form S-3 (together with all amendments and
exhibits, the "Registration Statement"), the exhibits and schedules forming a
part thereof and the reports, proxy statements and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the following Regional Offices of the
Commission: 7 World Trade Center, Suite 1300, New York, New York 10048; and
Suite 1400, 500 West Madison, Chicago, Illinois 60661. Copies of such
material can also be obtained from the Public Reference Section of the
Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Commission maintains a Web site that
contains reports, proxy and information statements and other information
filed by the Company at (http://www.sec.gov).
This Prospectus constitutes a part of a Registration Statement filed
with the Commission under the Securities Act of 1933 as amended (the
"Securities Act"), with respect to the Shares offered hereby. Statements
made in the Prospectus as to the provisions of any document are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission, and each such statement shall be deemed qualified
in its entirety by such reference. Reference is made to the Registration
Statement for further information with respect to the Company and the Shares
of Common Stock offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission are incorporated herein by reference: (i) the Company's Annual
Report on Form 10-K for the year ended December 31, 1996; (ii) the Company's
Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 1997,
and (iii) the description of the Common Stock contained in the Company's Form
8-A Registration Statement, filed pursuant to Section 12 of the Exchange Act.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained in this Prospectus, or in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents incorporated by reference
herein (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents). Requests for such
copies should be directed to: Secretary, Amerihost Properties, Inc. 2400 East
Devon Avenue, Suite 280, Des Plaines, Illinois 60018, telephone number (847)
298-4500.
RISK FACTORS
In addition to the other information set forth in this Prospectus, the
following risk factors should be considered carefully in evaluating the
Company and its business before purchasing any of the Shares offered hereby.
LODGING INDUSTRY RISKS
The lodging industry in general may be adversely affected by such
factors as changes in national and regional economic conditions, changes in
local market conditions, oversupply of guest rooms or a reduction in local
demand for rooms and related services, competition in the lodging industry,
changes in interest rates and the availability of financing.
Cyclicality. The lodging industry is subject to periods of cyclical
growth and downturn. For example, the lodging industry suffered a downturn
in the late 1980's and early 1990's due to a substantial increase in the
supply of guest rooms that significantly outpaced growth in demand coupled
with poor general economic conditions. While there has been a general
recovery of the industry in recent years, there can be no assurance that the
industry will not experience a similar downturn in the future. In addition,
there can be no assurance that downturns or prolonged adverse conditions in
the lodging industry, in real estate or capital markets or in national,
regional or local economies will not have a material adverse impact on the
Company.
Operating Risks. Operating factors affecting the lodging industry
include (i) competition from other hotels and recreational properties; (ii)
demographic changes; (iii) the recurring need for renovations, refurbishment
and improvements of hotels; (iv) restrictive changes in zoning and similar
land use laws and regulations, or in health, safety, disability and
environmental laws, rules and regulations; (v) changes in government
regulations that influence or determine wages, prices or construction costs;
(vi) changes in the characteristics of hotel locations; (vii) the inability
to secure property and liability insurance to fully protect against all
losses or to obtain such insurance at reasonable costs; (viii) changes in
real estate tax rates and other operating costs; (ix) changes or
cancellations in local tourist, athletic or cultural events; (x) changes in
travel patterns which may be affected by increases in transportation costs or
gasoline prices, changes in airline schedules and fares, strikes, weather
patterns or relocation or construction of highways; and (xi) changes in brand
identity and reputation. Unexpected or adverse changes in any of the
foregoing factors could have a material adverse effect on the Company's
business, financial condition and results of operations. In addition, to the
extent that revenues decrease at certain hotels which are managed by the
Company, the management fees that the Company receives will be reduced and
the Company's revenues and profitability could be adversely affected.
COMPETITION
There is significant competition in the lodging industry, particularly
in the mid-price hotel market. There are numerous hotel chains that operate
on a national or regional basis, as well as other hotels, motor inns and
other independent lodging establishments throughout the United States.
Competition is primarily in the areas of price, location, quality, services
and amenities. There can be no assurance that new or existing competitors
will not significantly lower their rates or offer greater convenience,
services or amenities or significantly expand or improve facilities in the
Company's markets, thereby adversely affecting the Company's results of
operations. There are also a number of companies which acquire, develop,
construct and renovate hotels. Some of these companies, which may have
substantially greater financial resources than the Company, perform these
services only for their own account, while others actively pursue contracts
for these services with third-party owners. The recent economic recovery in
the lodging industry and the resulting increase in funds available for hotel
development and acquisitions may cause additional competitors to enter the
hotel market, which may in turn increase competition for the development and
acquisition of hotel properties. In addition, there are many hotel
management companies which provide management services to hotels similar to
the services provided by the Company. Many of the Company's competitors have
recognized trade names, national reservation systems, greater resources and
longer operating histories than the Company. The Company expects that
competition will increase with respect to all aspects of its business in the
future and, as a result, there can be no assurance that it will remain
competitive or be able to maintain its current profitability.
EXPANSION RISKS
The Company intends to grow primarily by developing additional AmeriHost
Inn hotels. In order to achieve such growth, the Company will have to
significantly increase its annual rate of hotel development and construction.
The Company's ability to expand, and to do so at a faster rate than it has in
the past, depends on a number of factors, including the selection and
availability of suitable locations at acceptable prices and the availability
of capital at economic rates. There can be no assurance that suitable
locations for new development will be available, or if available, will be on
terms acceptable to the Company or that capital will be available on terms
acceptable to the Company. The Company must also integrate the large number
of additional AmeriHost Inn hotels and the additional management, personnel
and reporting functions accompanying such expansion into the Company's
existing infrastructure. The integration of the foregoing into the Company's
existing infrastructure presents a significant management challenge and will
require the hiring and training of sufficiently skilled management and
personnel. The failure to hire and sufficiently train the management and
personnel required to manage and operate the additional AmeriHost Inn hotels
and to effectively and efficiently integrate the planned AmeriHost Inn hotels
to be developed and constructed, including the additional management,
personnel and reporting functions, could have a material adverse effect on
the results of operations and financial condition of the Company.
New hotel development is subject to a number of risks, including site
acquisition cost and availability, construction delays and cost overruns, the
possibility that hotels will not achieve anticipated occupancy levels or
sustain expected room rate levels and commencement risks such as receipt of
zoning, occupancy and other required governmental permits and authorizations.
In the past, the Company has experienced delays in opening new hotels,
primarily as a result of inclement weather. The Company also plans to expand
into geographic markets where it currently does not have a major presence,
such as Texas and California. There can be no assurance that the Company's
expansion plans will be completed successfully or that the nature of such
expansion will not be modified to reflect future events or economic
conditions. The Company's inability to successfully implement its expansion
plans would limit the Company's ability to grow its revenue base. In
addition, there can be no assurance that the Company will be able to achieve
operating results in future AmeriHost Inn hotels comparable to the historical
operating results of the existing AmeriHost Inn hotels. To the extent that
future AmeriHost Inn hotels do not achieve anticipated performance levels,
the Company's results of operations could be adversely affected.
With respect to owned hotels, the Company or the applicable general
partnership, limited partnership or, in some cases, limited liability company
in which the Company is an investor and which owns a hotel, as the case may
be, typically invests between 15% and 30% of the total cost of developing and
constructing a hotel in the form of equity, with the remaining portion of the
costs typically financed through a local or regional bank. As a result, a
substantial amount of additional financing from local or regional banks is
required to develop and construct each hotel. Changes in economic conditions
in the real estate and lodging industries may limit the amount of financing
available from local or regional banks and may make it necessary for the
Company or applicable joint venture to contribute a greater percentage of
equity to a given development project. There can be no assurance that
financing will be available from local or regional banks, or, if available,
on terms favorable to the Company or joint venture or that the Company or
joint venture will be able to contribute any required additional equity.
REAL ESTATE INVESTMENT RISKS
The Company's ownership of hotels is subject to varying degrees of risk
generally incident to the ownership and operation of real property and, in
particular, hotels. The value of the hotels and the Company's results of
operations may be adversely affected by a number of factors, including
national, regional or local economic conditions (which may be adversely
impacted by plant closings, industry slowdowns, inflation and other factors);
existence of competing hotels; general conditions in the construction and
lodging industries; local lodging market conditions (such as an oversupply of
guest rooms); changes in governmental regulations, zoning or tax laws;
operating cost increases; labor problems; potential environmental or other
legal liabilities; and changes in interest rate levels. There can be no
assurance that demographic, geographic or other changes in markets will not
adversely affect the convenience or desirability of the hotels. Certain
costs associated with hotels are largely fixed, principally mortgage
payments, real estate taxes, maintenance and other operating costs, and do
not decrease as a result of events adversely affecting the revenue of a
hotel. Real estate investments are relatively illiquid limiting the ability
of the Company to vary its portfolio of hotels in response to changes in
economic and other conditions. There can be no assurance that the
disposition of any hotel, by either the Company or a joint venture, can be
accomplished at a price that will not result in a loss to the Company.
SEASONALITY
The lodging industry, in general, is seasonal in nature. The Company's
hotel revenues are generally greater in the second and third calendar
quarters than in the first and fourth quarters due to weather conditions in
the markets in which hotels are located and general business and leisure
travel trends. This seasonality can be expected to cause quarterly
fluctuations in the Company's revenues. Quarterly earnings also may be
adversely affected by events beyond the Company's control, such as extreme
weather conditions, economic factors and other factors affecting travel. In
addition, hotel construction is seasonal, depending upon the geographic
location of the construction projects; for example, construction activity in
the Midwest may be slower in the first and fourth quarters due to weather
conditions.
GEOGRAPHIC CONCENTRATION
The hotels are located primarily in the Midwest. As a result, the
Company's results of operations and financial condition are largely dependent
on economic and weather conditions in the Midwest and could be adversely
affected by a decline in economic conditions or inclement weather in this
region.
RISK OF LEVERAGE
With few exceptions, each of the Company's owned hotels is subject to
mortgage indebtedness. In addition, to the extent that the Company is a
general partner of any joint venture, it is secondarily liable for any
recourse indebtedness incurred by such entity. A reduction in cash flows
from the Company's owned hotels or an increase in the interest rate
applicable to such hotel's indebtedness could result in the inability of the
Company or the applicable joint venture to meet the interest payments or the
principal payments of the indebtedness. Such circumstances could require the
Company and/or other joint venture partners to provide additional capital to
the entity that owns such hotel or satisfy guarantees of the indebtedness.
In the event the Company is liable as a general partner or as a guarantor for
the indebtedness of a joint venture, it may have a right to contribution from
the other joint venture partners. If the Company does not have a right of
contribution or is unable to obtain contribution from the other joint venture
partners, the Company may be required to seek additional financing from
various capital sources. There can be no assurance that the Company will be
able to obtain such additional financing on terms acceptable to it, if and
when needed. A default by either the Company or the joint venture that owns
a hotel on such indebtedness could result in the commencement of foreclosure
proceedings against such hotel, which, in turn, could result in the
forfeiture of all or substantially all of the Company's equity investment, if
any, in such hotel and the Company being obligated to pay any balance of such
indebtedness. A significant number of such defaults would have a material
adverse impact on the financial condition of the Company.
UNINSURED AND UNDERINSURED LOSSES COULD RESULT IN LOSS OF VALUE OF HOTEL
PROPERTIES
Although the Company and each owned hotel maintain comprehensive
insurance, including comprehensive fire and extended coverage and liability
insurance, there can be no assurance that such insurance coverage will be
sufficient to fully protect the business and assets of the Company or an
owned hotel from all claims or liabilities, including environmental
liabilities, or that the Company or an owned hotel will be able to obtain
additional insurance at commercially reasonable rates. In addition, there
are certain types of losses (generally of a catastrophic nature or related to
certain environmental liabilities) that are either uninsurable or not
insurable at a reasonably affordable price. In the event losses or claims
are beyond the limits or scope of the Company's or an owned hotel's insurance
coverage, the Company's business could be materially adversely affected. In
addition, should an uninsured loss or a loss in excess of insured limits
occur, the Company could lose its equity investment in some or all of the
owned hotels, as well as anticipated future revenues from such owned hotels,
while remaining obligated for any mortgage indebtedness or other financial
obligations related to such owned hotels. If such a catastrophe occurs, the
financial and other advantages the Company had expected to receive from the
affected hotel would be lost. To the extent a significant number of losses
occur, such losses would have a material adverse impact on the Company's
financial condition.
RISKS INVOLVED IN INVESTMENTS THROUGH JOINT VENTURES
The Company has investments in many hotels in which the Company is not
the sole owner. Such investments may, under certain circumstances, involve
risks such as the possibility that the other joint venture partners might
become bankrupt and therefore, not be able to fulfill their financial and
other contractual obligations, have economic or business interests or goals
that are inconsistent with the business interests or goals of the Company or
be in a position to take action contrary to the instructions or the requests
of the Company or contrary to the Company's policies or objectives. To the
extent that the other joint venture partners cannot fulfill their financial
and contractual obligations or have interests which are dissimilar to the
Company's, the Company's results of operations and financial condition could
be adversely affected. In certain joint ventures, the other joint venture
partners have the right to make certain decisions with respect to the
operation, sale, financing, or renovation of the underlying hotel.
RISKS OF OPERATING HOTELS UNDER FRANCHISE AGREEMENTS
Certain of the hotels owned, operated or managed by the Company are
subject to third-party franchise license agreements with franchisors such as
Days Inn of America, Inc., Promus Hotels, Inc. (regarding Hampton Inns),
Holiday Inns, Inc., Holiday Inns Franchising, Inc. and Ramada Franchise
Systems, Inc. (the "Franchisors"). The continuation of the franchise
licenses is subject to the maintenance of specified operating standards and
other terms and conditions. The Franchisors periodically inspect their
licensed hotels to confirm adherence to their maintenance and operating
standards. The Company or the applicable joint venture is responsible for
routine maintenance and repair expenditures with respect to such hotels. The
failure to maintain the standards or adhere to the other terms and conditions
of the franchise license agreements could result in the loss or cancellation
of such franchise licenses. It is possible that a Franchisor could condition
the continuation of a franchise license upon the completion of substantial
capital improvements, which the Company or the applicable joint venture may
determine to be too expensive or otherwise unwarranted in light of general
economic conditions or the operating results or prospects of the affected
hotel. The loss of any franchise license could have a material adverse
effect upon the operations and the underlying value of the hotel covered by
such license because of the loss of associated name recognition, marketing
support and centralized reservation systems, provided by the Franchisor. The
loss of a franchise license for a significant number of hotels could have a
material adverse effect on the Company's revenues.
SUBSTANTIAL RELIANCE ON KEY PERSONNEL
The success of the Company is dependent to a large degree upon its
senior management, including Michael P. Holtz, President and Chief Executive
Officer and Russell J. Cerqua, Executive Vice President Finance, Secretary,
Treasurer and Chief Financial Officer. The loss of either of the foregoing
could have a material adverse impact on the Company's operations. The
Company has employment agreements with Messrs. Holtz and Cerqua.
STOCK PRICE VOLATILITY
The market price of the Company's Common Stock has varied significantly
in the past. The Common Stock is listed for quotation on the Nasdaq National
Market, which market has experienced and is likely to experience in the
future significant price and volume fluctuations which could adversely affect
the market price of the Common Stock without regard to the operating
performance of affected companies. General market price declines or market
volatility in the future could affect the market price of the Common Stock.
In addition, the Company believes that factors such as quarterly fluctuations
in the financial results of the Company, the overall economy and the
financial markets could cause the price of Common Stock to fluctuate
substantially. The number of shares of Common Stock publicly traded are, and
following the Offering will be, limited. As a result, relatively small
volume fluctuations could affect the market price of the Common Stock.
ENVIRONMENTAL MATTERS
The Company's operating costs may be affected by the obligation to pay
for the cost of complying with existing environmental laws, ordinances and
regulations, as well as the cost of future legislation. Under various
federal, state and local environmental laws, ordinances and regulations, a
current or previous owner or operator of real property may be liable for the
costs of removal or remediation of hazardous or toxic substances on, under or
in such property. Such laws often impose liability whether or not the owner
or operator knew of, or was responsible for, the presence of such hazardous
or toxic substances. In addition, the presence of contamination from
hazardous or toxic substances, or the failure to properly remediate such
contaminated property, may adversely affect the owner's ability to use or
sell such real property or borrow using such real property as collateral.
Persons who arrange for the disposal or treatment of hazardous or toxic
substances also may be liable for the costs of removal or remediation of such
substances at the disposal or treatment facility, whether or not such
facility is or ever was owned or operated by such person. Certain
environmental laws and common-law principles could be used to impose
liability for releases of hazardous materials, including asbestos-containing
materials ("ACMs"), into the environment, and third parties may seek recovery
from owners or operators of real properties for personal injury associated
with exposure to released ACMs or other hazardous materials. Environmental
laws also may impose restrictions on the manner in which property may be used
or transferred or in which businesses may be operated, and these restrictions
may require expenditures. In connection with the ownership of the owned
hotels, the Company may be potentially liable for any such costs. The cost
of defending against claims of liability or remediating contaminated property
and the cost of complying with environmental laws could materially adversely
affect the Company's results of operations and financial condition.
COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT AND OTHER CHANGES IN
GOVERNMENTAL RULES AND REGULATIONS
Under the Americans with Disabilities Act of 1990 ("ADA"), all public
accommodations are required to meet certain federal requirements related to
access and use by disabled persons. A determination that any of the owned
hotels is not in compliance with the applicable requirements of ADA could
result in imposition of fines or an award of damages to private litigants.
In addition, changes in governmental rules and regulations or enforcement
policies affecting the use and operation of the owned hotels, including
changes to building codes and fire and life-safety codes, may occur. If the
Company were required to make substantial modifications to the owned hotels
to comply with ADA or other changes in governmental rules and regulations,
the Company's financial condition and ability to develop new hotels could be
adversely affected.
ANTI-TAKEOVER PROVISIONS
The Company's Restated Certificate of Incorporation, as amended and By-
Laws contain certain provisions that may have the effect of discouraging,
delaying or making more difficult a change in control of the Company even if
some, or even a majority, of the Company's shareholders were to deem such an
attempt to be in the best interest of the Company. Among other things, the
Restated Certificate of Incorporation allows the Board of Directors to issue
up to 100,000 shares of Preferred Stock and to fix the rights, privileges and
preferences of those shares without any further vote or action by the
shareholders. The rights of the holders of Common Stock will be subject to,
and may be adversely affected by, the rights of the holders of any Preferred
Stock that may be issued in the future. In addition, the Company is subject
to the provisions of Section 203 of the Delaware General Corporation Law,
which could have the effect of delaying or preventing a change of control of
the Company.
THE COMPANY
The Company is engaged in the development and construction of AmeriHost
Inn hotels, its proprietary hotel brand, and the ownership, operation and
management of both AmeriHost Inn hotels and other hotels. The AmeriHost Inn
brand was created by the Company to provide for the consistent, cost-
effective development and operation of hotels in various markets.
AMERIHOST INN HOTELS
AmeriHost Inn hotels, the Company's proprietary brand, are designed and
constructed using the Company's 60 to 80 room interior corridor and indoor
pool prototype design. The AmeriHost Inn hotel's amenities and services
include 24-hour front desk and message service, facsimile machines,
complimentary expanded continental breakfast, 24-hour hot coffee, an indoor
swimming pool, whirlpool and sauna, exercise room, meeting room, porte
cochere entrance and extensive exterior lighting for added security. The
standard AmeriHost Inn guest room features electronic card-key locks, in-room
safes, in-room coffee makers, telephones with data ports for personal
computers, a work area and color televisions with premium cable service or
movies on demand. In addition, each AmeriHost Inn hotel typically includes 2
to 4 whirlpool suites which, in addition to the standard amenities, include
in-room whirlpools, microwave ovens, compact refrigerators and an expanded
sitting area. AmeriHost Inn hotels do not contain food and beverage
facilities normally associated with full-service hotels. Food service for
hotel guests is generally available from adjacent or nearby free-standing
restaurants which are independently owned and operated.
The Company targets smaller communities in tertiary and secondary
markets with established demand from local demand generators such as major
traffic arteries, office complexes, industrial parks, shopping malls,
colleges and universities or tourist attractions, as the principal location
for the development and construction of AmeriHost Inn hotels. Generally,
there is minimal competition in these markets or new hotels have not been
built for a number of years. An AmeriHost Inn hotel is typically positioned
to attract both business and leisure travelers seeking consistent amenities
and quality rooms at reasonable rates, generally ranging from $40 to $65 per
night.
OTHER HOTELS
The Company also owns, operates and manages hotels other than AmeriHost
Inn hotels. Such other hotels which are owned by the Company were primarily
acquired by the Company through joint ventures prior to 1993, in most
instances at prices below estimated replacement costs. The other hotels have
been owned, operated and managed by the Company as part of a national
franchise system, such as Days Inn, Hampton Inn, Holiday Inn, and Ramada Inn,
or independent of any brand affiliation. The Company does not intend to
actively acquire additional hotels, but may do so from time to time if
available on favorable terms.
The Company's other hotels typically are located in secondary and
tertiary markets, with nearby demand generators such as major traffic
arteries, office complexes, industrial parks, shopping malls, colleges and
universities or tourist attractions. The other hotels typically contain 60
to 209 rooms, offer a variety of amenities and services and generally do not
contain food and beverage facilities.
The principal executive offices of the Company are located at 2400 East
Devon Avenue, Suite 280, Des Plaines, Illinois 60018 and its telephone number
is (847)298-4500.
USE OF PROCEEDS
The Company will receive none of the proceeds from the offering and sale
of the Shares.
SELLING STOCKHOLDERS
The Selling Stockholders listed in the following table have expressed
their desire to be able to sell the number of shares of Common Stock set
forth below. From time to time, each Selling Stockholder, individually or
collectively with other Selling Stockholders, will determine the number of
shares which each may sell. The determination to sell will depend on a
number of factors, including the price of the Common Stock from time to time.
The table sets forth the information, as of July 21, 1997, as provided by the
Selling Stockholders, concerning each Selling Stockholder's ownership of
shares of Common Stock.
SHARES BENEFICIALLY OWNED SHARES WHICH SHARES
PRIOR TO OFFERING MAY BE SOLD IN BENEFICIALLY OWNED
THE OFFERING AFTER OFFERING
Name Number Percent<F1> Number Number Percent<F1>
Salomon Dayan, as Trustee of the
Salomon Dayan Trust UTD
1/18/78<F3><F4> . . . . . . . . . . . 312,659 4.7% 154,676<F2> 157,983 2.4%
Raymond Dayan, as Trustee of the
Raymond Dayan Trust UTD 12/05/79<F4> 73,775 1.1% 11,800<F2> 61,975 *
Liliane Dayan, as Trustee of the
Deborah Dayan Trust dated
1/17/95<F4> . . . . . . . . . . . . . 89,397 1.3% 51,558<F2> 37,839 *
Liliane Dayan, as Trustee of the
Brigitte Dayan Trust dated
3/24/93<F4> . . . . . . . . . . . . . 90,211 1.4% 51,558<F2> 38,653 *
Liliane Dayan, as Trustee of the Yael
Dayan Trust dated 3/24/93<F4> . . . . 90,789 1.4% 51,558<F2> 39,231 *
Urban 2000 Corp. <F5> . . . . . . . . 452,258 6.8% 68,750<F2> 383,508 5.7%
Marshall Geller <F6><F7> . . . . . . 75,116 1.1% 37,500 37,616 *
Glenn Golenberg <F7> . . . . . . . . 96,955 1.5% 37,500 59,455 *
1,281,160 19.0% 464,900 816,260 12.1%
<FN>
* Less than 1%.
<F1> Percentage of beneficial ownership is based on 6,301,397 shares of Common Stock outstanding at July 21, 1997, plus (i)
389,900 shares which are included in the Offering and which are to be issued to the Selling Stockholders upon exercise of
warrants or exchange of exchangeable securities (See "Description of Warrants and Exchangeable Securities") and (ii) in the
case of each stockholder listed, the amount of any additional shares subject to options, warrants or exchange rights
beneficially held by such individual which are exercisable presently or within 60 days.
<F2> Represents shares of Common Stock which are subject to warrants or exchange rights which are currently exercisable. See
"Description of Warrants and Exchangeable Securities."
<F3> Salomon Dayan has been a director of the Company since August 29, 1996.
<F4> The Salomon Trust, the Raymond Trust, the Deborah Trust, the Brigitte Trust and the Yael Trust (each as defined below) have
each invested an aggregate of approximately $1,550,000, $693,000, $366,466, $366,467 and $366,467, respectively, in several
joint ventures with the Company since 1988. Such investments have been on the same terms as all other investors in such
joint ventures. Additionally, the Salomon Trust and the Raymond Trust are the mortgagors under a mortgage granted by a
partnership in which the Company has an equity interest and serves as general partner. The mortgage, which has been in place
since 1989, (i) has a current outstanding balance of approximately $1.0 million, (ii) bears interest at an annual rate of
prime plus 4% (with a minimum annual interest rate of 12%), and (iii) is payable in monthly installments through 1999.
<F5> Urban 2000 Corp., a hotel development consulting firm, is owned 51% by H. Andrew Torchia, the Company's Chairman and 49% by
Richard A. D'Onofrio, the Company's former Executive Vice President and a former director. Until January 31, 1997, Urban, a
licensed franchise broker, and Mr. Torchia provided business development and consulting services to the Company under a
consulting agreement (the "Consulting Agreement") between the Company and Urban which commenced in January 1991. During
1994, 1995 and 1996, Urban received from the Company an annual consulting fee of $240,000 plus aggregate additional fees
$289,915, $236,138 and $206,154, respectively, and received $28,200, and $82,400, in 1994 and 1995 in other transactional
fees directly from partnerships in which the Company is a general partner. In connection with the termination of the
Consulting Agreement on January 31, 1997, Urban received from the Company a payment of $1,289,141 and also received an
aggregate of $74,050 as payment for fees arising prior to the termination.
<F6> Mr. Geller served as a director of the Company from February 1992 until July 1995.
<F7> Messrs. Golenberg and Geller each obtained the shares offered in this offering upon exercise of warrants which they received
from the Company in 1992. Messrs. Golenberg and Geller were formerly the principals of Golenberg & Geller, Inc. ("GGI"), an
entity with which the Company had a financial advisory agreement from February 1992 through May 1994. Each of Messrs.
Golenberg and Geller has certain registration rights with respect to shares of the Company's Common Stock which he owns or
which underlie warrants which he owns. Until recently, the Company maintained a registration statement on Form S-3 with
respect to such shares.
WARRANTS AND EXCHANGEABLE SECURITIES
Of the 464,900 shares of Common Stock of the Company registered hereby,
140,550 shares represent Common Stock issuable upon the exercise of warrants
held by the Selling Stockholders. Of such warrants, (i) Salomon Dayan, as
Trustee of the Salomon Dayan Trust UTD 1/18/78 (the "Salomon Trust") owns
warrants representing the right to purchase up to an aggregate of 30,000
shares, (ii) Raymond Dayan, as Trustee of the Raymond Dayan Trust UTD
12/05/79 (the "Raymond Trust") owns warrants representing the right to
purchase up to an aggregate of 11,800 shares, (iii) Liliane Dayan, as Trustee
of the Deborah Dayan Trust Dated 1/17/95 (the "Deborah Trust") owns warrants
representing the right to purchase up to an aggregate of 10,000 shares, (iv)
Liliane Dayan, as Trustee of the Brigitte Dayan Trust Dated 3/24/93 (the
"Brigitte Trust") owns warrants representing the right to purchase up to an
aggregate of 10,000 shares, (v) Liliane Dayan, as Trustee of the Yael Dayan
Trust Dated 3/24/93 (the "Yael Trust") owns warrants representing the right
to purchase up to an aggregate of 10,000 shares; and (vi) Urban 2000 Corp.
("Urban") owns warrants representing the right to purchase up to an aggregate
of 68,750 shares. Warrants held by the Salomon Trust, the Deborah Trust, the
Brigitte Trust and the Yael Trust representing the right to purchase up to
15,000, 5,000, 5,000 and 5,000 shares, respectively, are exercisable at a
price of $6.125 per share until January 17, 2001. Warrants held by the
Salomon Trust, the Deborah Trust, the Brigitte Trust and the Yael Trust
representing the right to purchase up to 7,500, 2,500, 2,500 and 2,500
shares, respectively, are exercisable at a price of $6.625 per share until
April 26, 2001. Warrants held by the Salomon Trust, the Deborah Trust, the
Brigitte Trust and the Yael Trust representing the right to purchase up to
7,500, 2,500, 2,500 and 2,500 shares, respectively, are exercisable at a
price of $8.00 per share until April 26, 2001. Warrants held by the Raymond
Trust (x) representing the right to purchase up to 10,000 shares are
exercisable at a price of $3.56 per share until January 6, 2000 and (y)
representing the right to purchase up to 1,800 shares are exercisable at a
price of $6.875 per share until March 22, 1998. The warrants held by Urban
are exercisable at a price of $4.375 per share until October 9, 1999.
The purchase price for, and the number of shares of Common Stock issuable
upon the exercise of the warrants referred to in the foregoing paragraph is
subject to adjustment upon the occurrence of certain events including (a) the
issuance of stock dividends, (b) a split or reverse split of the Company's
outstanding Common Stock or (c) a reclassification of the Common Stock
(including any consolidation or merger in which the Company is the surviving
entity).
Equity interests held by the Salomon Trust, the Deborah Trust, the
Brigitte Trust and the Yael Trust (collectively, the "Trusts") in three
partnerships in which a subsidiary of the Company is the general partner are
exchangeable into an aggregate of 249,350 shares of Common Stock of the
Company. The Salomon Trust owns such equity interests exchangeable into up
to an aggregate of 124,676 shares, (ii) the Deborah Trust owns such equity
interests exchangeable into up to an aggregate of 41,558 shares, (iii) the
Brigitte Trust owns such equity interests exchangeable into up to an
aggregate of 41,558 shares, and (iv) the Yael Trust owns such equity
interests exchangeable into up to an aggregate of 41,558 shares. All of the
exchangeable equity interests were first exchangeable January 1, 1997 at a
price of $8.00 per share of Common Stock. Equity interests held by the
Salomon Trust, the Deborah Trust, the Brigitte Trust and the Yael Trust
representing the right to purchase up to 42,488, 14,163, 14,162 and 14,162
shares, respectively, will not be exchangeable for Common Stock after April
26, 2001; the remaining equity interests owned by each Trust lose the right
to be exchanged into Common Stock on January 17, 2001.
PLAN OF DISTRIBUTION
Sales of the Shares being sold by the Selling Stockholders are for the
Selling Stockholders' own accounts. The Company will not receive any of the
proceeds from the sale of the Shares.
The distribution of the Shares by the Selling Stockholders may be
effected from time to time by the Selling Stockholders directly or through
one or more broker-dealers or agents, in one or more transactions on the
Nasdaq National Market or stock exchanges on which the Common Stock may be
listed pursuant to and in accordance with the rules of such exchanges, in the
over-the-counter market, in negotiated transactions or otherwise, at prices
related to prevailing market prices or at negotiated prices. In the event
that one or more broker-dealers or agents agree to sell the Shares, it may do
so by purchasing Shares as principals or by selling the Shares as agents for
the Selling Stockholders. Any such broker-dealer may receive compensation
from the Selling Stockholders in the form of underwriting discounts or
commissions and may receive commissions from purchasers of the Shares for
whom it may act as agent. If any such broker-dealer purchases the Shares as
principal it may effect resales of the Shares from time to time or through
other broker-dealers, and such other broker-dealers may receive compensation
in the form of concessions or commissions from the Selling Stockholders or
purchasers of the Shares for whom they may act as agents. To the extent
required at the time a particular offer of the Shares is made, a supplement
to this Prospectus will be distributed which will set forth the aggregate
principal amount of Shares being offered and the terms of the offering,
including the name or names of any broker-dealers or agents, the purchase
price paid by any underwriter for the Shares purchased from the Selling
Stockholders, any discounts, commissions and other items constituting
compensation from the Selling Stockholders and any discounts, commissions or
concessions allowed or reallowed or paid to broker-dealers, including the
proposed selling price to the public.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Shares may not simultaneously engage in
market-making activities with respect to the Common Stock for a period of two
business days prior to the commencement of such distribution. In addition
and without limiting the foregoing, the Selling Stockholders will be subject
to applicable provisions of the Exchange Act and the rules and regulations
thereunder including, without limitation, Rules 10b-2, 10b-6 and 10b-7.
In order to comply with certain states' securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states the Shares may not be sold
unless the Shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied
with.
The Company will bear all expenses of the registration of the Shares,
except that the Selling Stockholders will pay any applicable underwriting
commissions and expenses, brokerage fees and transfer taxes, as well as the
fees and disbursements of counsel to and experts for the Selling
Stockholders.
The Company has agreed to keep the Registration Statement of which this
Prospectus is a part, continuously effective and usable until the earlier of
(i) the expiration without the exercise of the warrants or exchange rights
relating to the Shares covered by this Registration Statement or (ii) the
sale of all of the Shares covered by this Registration Statement pursuant
hereto.
LEGAL MATTERS
The validity of the issuance of the Shares and certain other legal
matters will be passed upon for the Company by McDermott, Will & Emery,
Chicago, Illinois.
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus and in the Registration Statement have been audited by BDO
Seidman, LLP, independent certified public accountants, to the extent and for
the periods set forth in their report, and are included in reliance upon such
report given upon the authority of said firm as experts in auditing and
accounting.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE AMERIHOST PROPERTIES, INC.
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE 464,900 Shares
SECURITIES OFFERED HEREBY BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR Common Stock
SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION
IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN
SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
PROSPECTUS
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . 2
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . 3 July __, 1997
The Company . . . . . . . . . . . . . . . . 9
Use of Proceeds . . . . . . . . . . . . . 10
Selling Stockholders . . . . . . . . . . 10
Warrants and Exchangeable Securities . . 11
Plan of Distribution . . . . . . . . . . 12
Legal Matters . . . . . . . . . . . . . . 13
Experts . . . . . . . . . . . . . . . . . 13
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses (other than the SEC registration
fee) of the issuance and distribution of the securities being registered, all
of which will be paid by the Company.
SEC registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,007
Fees and expenses of counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000
Fees and expenses of accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -
Nasdaq listing fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,300
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,400
The Corporation has agreed to bear all expenses (other than underwriting
discounts and selling commissions, brokerage fees and transfer taxes, if any,
and the fees and expenses of counsel and other advisors to the Selling
Stockholders) in connection with the registration and sale of the Shares
being offered by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, a corporation may indemnify any person who was or is
a party or is threatened to be made a party to an action (other than an
action by or in the right of the corporation) by reason of his service as a
director or officer of the corporation, or his service, at the corporation's
request, as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees) that are
actually and reasonably incurred by him ("Expenses"), and judgments, fines
and amounts paid in settlement that are actually and reasonably incurred by
him, in connection with the defense or settlement of such action, provided
that he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. Although Delaware law permits a corporation to
indemnify any person referred to above against Expenses in connection with
the defense or settlement of an action by or in the right of the corporation,
provided that he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation's best interests, if such person
has been judged liable to the corporation, indemnification is only permitted
to the extent that the Court of Chancery (or the court in which the action
was brought) determines that, despite the adjudication of liability, such
person is entitled to indemnity for such Expenses as the court deems proper.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (1) by a majority vote of a quorum
of disinterested members of the board of directors, or (2) by independent
legal counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the shareholders. The General
Corporation Law of the State of Delaware also provides for mandatory
indemnification of any director, officer, employee or agent against Expenses
to the extent such person has been successful in any proceeding covered by
the statute. In addition, the General Corporation Law of the State of
Delaware provides the general authorization of advancement of a director's or
officer's litigation expenses in lieu of requiring the authorization of such
advancement by the board of directors in specific cases, and that
indemnification and advancement of expenses provided by the statute shall not
be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement or otherwise.
The Company's Restated Certificate and By-Laws provide for
indemnification of the Company's directors, officers, employees and other
agents to the fullest extent not prohibited by the Delaware law.
The Company maintains liability insurance for the benefit of its
directors and officers.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
4.1 Restated Certificate of Incorporation of the Company, as
amended, incorporated herein by reference to the Registrant's
Registration Statement on Form S-8 (no. 333-18887).
4.2 By-Laws of the Company, incorporated herein by reference to
the Company's Report on Form 10-K filed on March 26, 1993.
5.1 Opinion of McDermott, Will & Emery regarding legality
23.1 Consent of BDO Seidman, LLP
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5.1)
24.1 Power of Attorney (included with the signature page to the
Registration Statement)
ITEM 17. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officer and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
(3) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Des Plaines, State of Illinois, on
the 28th day of July, 1997.
Amerihost Properties, Inc.
By: /s/ Michael P. Holtz
Michael P. Holtz
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael P. Holtz and Russell J. Cerqua, and
each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his capacity as a director and/or
officer of Amerihost Properties, Inc.) to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to
sign a Registration Statement pursuant to Section 462(b) of the Securities
Act of 1933, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the
following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ H. Andrew Torchia Chairman of the Board
H. Andrew Torchia of Directors July 28, 1997
/s/ Michael P. Holtz President, Chief
Michael P. Holtz Executive Officer and July 28, 1997
Director
(Principal Executive
Officer)
/s/ Russell J. Cerqua Executive Vice
Russell J. Cerqua President of Finance, July 28, 1997
Secretary, Treasurer,
Chief Financial
Officer and Director
(Principal Financial
Officer)
/s/ James B. Dale Vice President of July 28, 1997
James B. Dale Finance and Controller
(Principal Accounting
Officer)
/s/ Reno J. Bernardo Director July 28, 1997
Reno J. Bernardo
/s/ Salomon J. Dayan Director July 28, 1997
Salomon J. Dayan