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): October 15, 1997
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Sunburst Hospitality Corporation
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(Exact Name of Registrant as
Specified in Charter)
Delaware 52-1985619
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(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
10770 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 2. Aquisitions or Dispositions of Assets
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Sunburst Hospitality Corporation, (the "Company" and formerly
known as Choice Hotels International, Inc.), announced on October 16, 1997,
that on October 15, 1997, it had consummated 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").
ITEM 5. Other Events
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On October 15, 1997, the Company changed its name to "Sunburst
Hospitality Corporation" and Franchising changed its name to "Choice Hotels
International, Inc." Also on that date, the Company effected a one-for-three
reverse stock split of the Company's common stock pursuant to which each three
shares of the Company's common stock were automatically converted into one
share of the Company's common stock.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(b) Pro Forma Financial Information
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The pro forma financial information with respect to the Company's
spin-off of Franchising was previously reported by the Company in its 1997 Proxy
Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 filed
with the Commission on August 15, 1997.
(c) Exhibits
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99.01 Distribution Agreement dated as of October 15, 1997 by and
between Choice Hotels International, Inc. (renamed Sunburst Hospitality
Corporation) and Choice Hotels Franchising, Inc. (renamed Choice Hotels
International, Inc.)
99.02 Strategic Alliance Agreement dated as of October 15, 1997
by and between Choice Hotels International, Inc. (renamed Sunburst Hospitality
Corporation) and Choice Hotels Franchising, Inc. (renamed Choice Hotels
International, Inc.)
99.03 Non-Competition Agreement dated as of October 15, 1997 by
and between Choice Hotels International, Inc. (renamed Sunburst Hospitality
Corporation) and Choice Hotels Franchising, Inc. (renamed Choice Hotels
International, Inc.)
99.04 Employee Benefits Allocation Agreement dated as of October
15, 1997 by and between Choice Hotels International, Inc. (renamed Sunburst
Hospitality Corporation) and Choice Hotels Franchising, Inc. (renamed Choice
Hotels International, Inc.)
99.05 Employee Benefits Administration Agreement dated as of
October 15, 1997 by and between Choice Hotels International, Inc. (renamed
Sunburst Hospitality Corporation) and Choice Hotels Franchising, Inc. (renamed
Choice Hotels International, Inc.)
99.06 Tax Administration Agreement dated as of October 15, 1997
by and between Choice Hotels International, Inc. (renamed Sunburst Hospitality
Corporation) and Choice Hotels Franchising, Inc. (renamed Choice Hotels
International, Inc.)
99.07 Tax Sharing Agreement dated as of October 15, 1997 by and
between Choice Hotels International, Inc. (renamed Sunburst Hospitality
Corporation) and Choice Hotels Franchising, Inc. (renamed Choice Hotels
International, Inc.)
99.08 Office Sublease dated as of October 15, 1997 by and between
Choice Hotels International, Inc. (renamed Sunburst Hospitality Corporation) and
Choice Hotels Franchising, Inc. (renamed Choice Hotels International, Inc.)
99.09 Corporate Services Agreement dated as of October 15, 1997
by and between Choice Hotels International, Inc. (renamed Sunburst Hospitality
Corporation) and Choice Hotels Franchising, Inc. (renamed Choice Hotels
International, Inc.)
99.10 Assignment of Employment Agreement dated as of October 15,
1997 by and among Choice Hotels International, Inc. (renamed Sunburst
Hospitality Corporation), Choice Hotels Franchising, Inc. (renamed Choice Hotels
International, Inc.) and William R. Floyd
99.11 Assignment of Employment Agreement dated as of October 15,
1997 by and among Choice Hotels International, Inc. (renamed Sunburst
Hospitality Corporation), Choice Hotels Franchising, Inc. (renamed Choice Hotels
International, Inc.) and Thomas Mirgon
99.12 Omnibus Amendment and Guaranty dated as of October 15, 1997
by and among Choice Hotels International, Inc. (renamed Sunburst Hospitality
Corporation), Choice Hotels Franchising, Inc. (renamed Choice Hotels
International, Inc.) and Manor Care, Inc.
99.13 Pilot Services Agreement dated as of October 15, 1997 by
and between Choice Hotels International, Inc. (renamed Sunburst Hospitality
Corporation) and Manor Care, Inc.
99.14 Time Sharing Agreement dated as of October 15, 1997 by
and between Choice Hotels International, Inc. (renamed Sunburst Hospitality
Corporation) and Manor Care, Inc.
99.15 Amended and Restated Agreement dated as of October 15, 1997
by and between Choice Hotels International, Inc. (renamed Sunburst Hospitality
Corporation) and Stewart Bainum, Jr.
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SIGNATURES
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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.
Sunburst Hospitality Corporation
By: /s/ James A. MacCutcheon
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James A. MacCutcheon
Executive Vice President,
Chief Financial Officer
and Treasurer
Date: October 29, 1997
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