SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 16, 1997
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Choice Hotels International, Inc.
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(Exact Name of Registrant as
Specified in Charter)
Delaware 52-1985619
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(State or Other (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
10750 Columbia Pike
Silver Spring, Maryland 20901
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(Address of Principal
Executive Offices)
(301) 979-5000
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(Registrant's telephone
number, including area code)
ITEM 5. Other Events
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Choice Hotels International, Inc. ("Choice") announced on September
16, 1997 that, at its Annual Meeting of Stockholders held on such date, Choice
stockholders approved the separation of its franchising business from its hotel
real estate business via a spin-off of its wholly owned subsidiary, Choice
Hotels Franchising, Inc. ("Franchising"). The Choice Board has set October 15,
1997 as the date on which Choice stockholders of record at the close of business
on October 7, 1997 (the Record Date) will receive a pro rata distribution of
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Franchising common stock. The Franchising spin-off remains subject to the
satisfaction or waiver prior to the Record Date of certain conditions. At the
time of the Franchising spin-off, Franchising will assume the name "Choice
Hotels International, Inc." and Franchising common stock is expected to trade on
the New York Stock Exchange under the ticker symbol "CHH." At such time,
Choice will assume the name "Sunburst Hospitality Corporation" and Sunburst
common stock is expected to trade on the New York Stock Exchange under the
ticker symbol "SNB".
Choice also announced that its stockholders approved a one-for-three
reverse stock split of Choice's common stock which will be effected immediately
following the Franchising spin-off. As a result, the outstanding shares of
Sunburst (formerly, Choice) common stock will be reduced from approximately 60
million shares to approximately 20 million shares. The reverse stock split will
not affect Franchising which is expected to have approximately 60 million shares
outstanding upon consummation of the Franchising spin-off.
The press release issued by Choice and filed as Exhibit 99.1 hereto is
incorporated herein by reference.
Additionally, Franchising's Registration Statement on Form 10 under
the Securities Exchange Act of 1934, covering Franchising common stock was
declared effective by the Securities and Exchange Commission on September 26,
1997.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
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99.1 Press Release dated September 16, 1997.
ITEM 8. Change in Fiscal Year
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On September 16, 1997, the Choice Board of Directors determined to
change Choice's fiscal year-end from May 31 to December 31, effective December
31, 1997. Choice intends to file a Transition Report on Form 10-K for the seven
month transition period ended December 31, 1997.
Additionally, on September 16, 1997, the Franchising Board of
Directors determined to change Franchising's fiscal year-end from May 31 to
December 31, 1997. Franchising intends to file a Transition Report on Form 10-K
for the seven month transition period ended December 31, 1997.
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SIGNATURES
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.
Choice Hotels International, Inc.
By: /s/ James A. MacCutcheon
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James A. MacCutcheon
Executive Vice President,
Chief Financial Officer
and Treasurer
Date: October 1, 1997
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