FOR INFORMATION ONLY
THIS REGISTRATION STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. INFORMATION CONTAINED HEREIN IS
SUBJECT TO COMPLETION OR AMENDMENT.
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1997
REGISTRATION NO. [ ]
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
------------------------
WMS HOTEL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
DELAWARE 36-3277019
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
6063 EAST ISLA VERDE AVENUE 00979
CAROLINA, PUERTO RICO (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (787) 791-2000
------------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH EACH CLASS IS
TO BE SO REGISTERED TO BE REGISTERED
New York Stock Exchange
Common Stock, par value $.01 per share
New York Stock Exchange
Stock Purchase Rights pursuant to Stockholder Rights Agreement
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
________________________________________________________________________________
WMS HOTEL CORPORATION
ITEM 1. BUSINESS.
The information required by this item is contained under the Sections
'Summary of Certain Information,' 'Relationship Between the Company and WMS
After the Distribution,' 'Relationship Between the Company and the Company's
Subsidiaries After the Distribution,' 'Hotel Financings and Certain Contingent
Obligations,' 'Management's Discussion and Analysis of Financial Condition and
Results of Operations,' 'Industry Overview' and 'Business' of the Information
Statement of WMS Hotel Corporation (the 'Company') being furnished to the
stockholders of WMS Industries Inc., which is set forth as Exhibit 99 hereto
(the 'Information Statement'), and such Sections are incorporated herein by
reference.
ITEM 2. FINANCIAL INFORMATION.
The information required by this Section is contained under the Sections
'Summary of Certain Information,' 'Unaudited Pro Forma Condensed Consolidated
Financial Statements,' 'Selected Financial Data' and 'Management's Discussion
and Analysis of Financial Condition and Results of Operations' of the
Information Statement and such Sections are incorporated herein by reference.
ITEM 3. PROPERTIES.
The information required by this Section is contained under the Section
'Business' of the Information Statement and such Section is incorporated herein
by reference.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this Section is contained under the Section
'Security Ownership of Certain Beneficial Owners and Management' of the
Information Statement and such Section is incorporated herein by reference.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.
The information required by this Section is contained under the Sections
'Management' and 'Liability and Indemnification of Officers and Directors of the
Company' of the Information Statement and such Sections are incorporated herein
by reference.
ITEM 6. EXECUTIVE COMPENSATION.
The information required by this Section is contained under the Section
'Management' of the Information Statement and such Section is incorporated
herein by reference.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this Section is contained under the Section
'Related Party Transactions' of the Information Statement and such Section is
incorporated herein by reference.
ITEM 8. LEGAL PROCEEDINGS.
Not applicable.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
The information required by this Section is contained under the Sections
'Summary of Certain Information,' 'The Distribution,' 'Risk Factors,'
'Dividends,' 'Security Ownership of Certain Beneficial Owners and Management'
and 'Description of the Company's Capital Stock' of the Information Statement
and such Sections are incorporated herein by reference.
1
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
The Company has not sold any of its securities within the past three years.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information required by this Section is contained under the Sections
'Purposes and Anti-Takeover Effects of Certain Provisions' and 'Description of
the Company's Capital Stock' of the Information Statement and such Sections are
incorporated herein by reference.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The information required by this Section is contained under the Section
'Liability and Indemnification of Officers and Directors of the Company' of the
Information Statement and such Section is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this Section is contained under the Sections
'Summary of Certain Information,' 'Unaudited Pro Forma Condensed Consolidated
Financial Statements,' 'Selected Financial Data,' 'Management's Discussion and
Analysis of Financial Condition and Results of Operations' and 'Index to
Financial Statements' of the Information Statement and such Sections are
incorporated herein by reference.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
See Index to Consolidated Financial Statements on page F-1 of the
Information Statement, which is incorporated herein by reference.
(b) Exhibits
See Exhibit Index.
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
WMS HOTEL CORPORATION
Dated: February 28, 1997 By: /s/ Louis J. Nicastro
...................................................
Name: Louis J. Nicastro
Title: Chairman of the Board and
Chief Executive Officer
3
EXHIBIT INDEX
EXHIBIT SEQ.
NUMBER DESCRIPTION NO. PAGE
- -------- ---------------------------------------------------------------------------------------------- --------
*2.1 -- Plan of Reorganization and Distribution Agreement among WMS Industries Inc. ('WMS'),
Williams Hotel Corporation and WMS Hotel Corporation (the 'Company') (Draft)...............
*3.1 -- Amended and Restated Certificate of Incorporation of the Company (Draft)...................
*3.2 -- Amended and Restated Bylaws of the Company (Draft).........................................
*4.1 -- Specimen of Common Stock Certificate of the Company........................................
4.2 -- Rights Agreement dated , 1997 between the Company and The Bank of New York
(Draft)....................................................................................
4.3 -- Form of Certificate of Designation of Series A Preferred Stock (included as Exhibit A to
Exhibit 4.2 hereof)........................................................................
4.4 -- Specimen Form of Rights Certificate (included as Exhibit B to Exhibit 4.2 hereof)..........
4.5 -- Summary of Rights Plan (included as Exhibit C to Exhibit 4.2 hereof).......................
*4.6 -- Certificate of Designation of Series B Preferred Stock (Draft).............................
*4.7 -- Put and Call Agreement dated , 1997 between the Company and Louis J.
Nicastro...................................................................................
*10.1 -- Tax Sharing Agreement between the Company and WMS (Draft)..................................
*10.2 -- Employment Agreement between the Company and Louis J. Nicastro.............................
10.3 -- Employment Agreement between Williams Hospitality Group Inc. ('WHGI') and Brian R.
Gamache....................................................................................
*10.4 -- Employment Agreement between the Company and Brian R. Gamache..............................
*10.5 -- Employment Agreement between the Company and George R. Baker...............................
10.6 -- Employment Agreement between WHGI and Richard F. Johnson...................................
10.7 -- Stock Option Plan (Draft)..................................................................
10.8 -- Form of Indemnity Agreement authorized to be entered into between the Company and each
officer and director of the Company........................................................
10.9 -- Operating and Management Agreement dated as of September 23, 1983 between Posadas de Puerto
Rico Associates, Incorporated ('PPRA') and Posadas de America Central, Inc. (now known as
WHGI)......................................................................................
10.10 -- Operating Credit and Term Loan Agreement dated August 30, 1988 between PPRA and Scotiabank
de Puerto Rico, as amended June 12, 1989, September 28, 1990 and April 26, 1991............
10.11 -- Subordination Agreement dated August 30, 1988 between Williams Hospitality Management
Corporation (now known as WHGI), PPRA and Scotiabank de Puerto Rico........................
10.12 -- Posadas de San Juan Associates Joint Venture Agreement dated July 27, 1984 among ESJ Hotel
Corporation, Great American Industries, Inc., IHS Associates, Ltd. and MILTK Inc., as
amended as of October 15, 1984, September 30, 1986, December 30, 1989 and August 13, 1992..
10.13 -- Deed of Lease dated September 23, 1983 between Posadas de Flamboyan Associates, L.P. and
PPRA, as amended September 23, 1983........................................................
10.14 -- Deed of Subordination of Lease dated May 5, 1995 among Posadas de Flamboyan Associates,
L.P., PPRA and Scotiabank de Puerto Rico...................................................
10.15 -- Option Agreement dated May 5, 1995 between PPRA and Posadas de Flamboyan Associates, L.P.
and Letter Agreement dated May 5, 1992 between PPRA and Scotiabank de Puerto Rico related
thereto....................................................................................
10.16 -- Guaranty of Payment and Performance in favor of PPRA made by Burton I. Koffman and Richard
E. Koffman dated May 5, 1995...............................................................
10.17 -- Operating and Management Agreement dated as of July 31, 1984 between Posadas de San Juan
Associates ('PSJA') and Williams Hospitality Management Corporation (now known as WHGI), as
amended October 25, 1984 and October 1, 1986...............................................
10.18 -- Credit Agreement dated as of January 20, 1993 between PSJA and The Bank of Nova Scotia.....
10.19 -- Subordination Agreement dated January 20, 1993 between Williams Hospitality Management
Corporation (now known as WHGI), PSJA and The Bank of Nova Scotia..........................
E-1
EXHIBIT SEQ.
NUMBER DESCRIPTION NO. PAGE
- -------- ---------------------------------------------------------------------------------------------- --------
10.20 -- WKA El Con Associates Joint Venture Agreement dated January 9, 1990 among WMS El Con Corp.,
International Textile Products of Puerto Rico, Inc., KMA Associates of Puerto Rico, Inc.
and Hospitality Investor Group, S.E., as amended as of January 31, 1990, January 18, 1991
and April 20, 1992.........................................................................
10.21 -- El Conquistador Partnership L.P. Venture Agreement dated July 12, 1990 between Kumagai
Caribbean, Inc. ('Kumagai') and WKA El Con Associates ('WKA'), as amended May 4, 1992......
10.22 -- El Conquistador Partnership L.P. Development Services and Management Agreement dated
January 12, 1990 between El Conquistador Partnership L.P. (the 'Partnership') and Williams
Hospitality Management Corporation (now known as WHGI), as amended as of September 30, 1990
and January 31, 1991.......................................................................
10.23 -- Loan Agreement dated February 7, 1991 between Puerto Rico Industrial, Medical, Educational
and Environmental Pollution Control Facilities Financing Authority ('AFICA') and the
Partnership................................................................................
10.24 -- Trust Agreement dated February 7, 1991 between AFICA and Banco Popular de Puerto Rico, as
Trustee....................................................................................
10.25 -- Letter of Credit and Reimbursement Agreement dated as of February 7, 1991 between the
Partnership and The Mitsubishi Bank, Limited, acting through its New York Branch (now known
as The Bank of Tokyo-Mitsubishi, Ltd.) (the 'Bank') and the Irrevocable Transferable
Standby Letter of Credit dated February 7, 1991 issued pursuant thereto....................
10.26 -- First Amendment to the Letter of Credit and Reimbursement Agreement dated as of May 5, 1992
between the Partnership, WKA, Kumagai and the Bank.........................................
10.27 -- Loan Agreement dated February 7, 1991 between The Government Development Bank for Puerto
Rico ('GDB') and the Partnership...........................................................
10.28 -- First Amendment to GDB Loan Agreement dated May 5, 1992 between GDB and the Partnership....
10.29 -- Second Amendment to GDB Loan Agreement dated as of October 4, 1996 between GDB and the
Partnership................................................................................
10.30 -- Management Agreement Subordination and Attornment Agreement dated as of February 7, 1991
between Williams Hospitality Management Corporation (now known as WHGI) and the Bank.......
10.31 -- Interest Rate and Currency Exchange Agreement dated as of February 7, 1991 between the Bank
and the Partnership........................................................................
10.32 -- Guaranty dated as of February 7, 1991 made by Kumagai and Williams Hospitality Management
Corporation (now known as WHGI) in favor of the Bank.......................................
10.33 -- Collateral Pledge Agreement dated as of February 7, 1991 among the Partnership, AFICA and
the Bank...................................................................................
10.34 -- Mortgage dated February 7, 1991 by the Partnership in favor of AFICA.......................
10.35 -- Deed of Mortgage dated February 7, 1991 by the Partnership in favor of GDB.................
10.36 -- Deed of Lease dated December 15, 1990 by Alberto Bachman Umpierre and Lilliam Bachman
Umpierre to the Partnership................................................................
10.37 -- Leasehold Mortgage dated February 7, 1991 by the Partnership in favor of AFICA.............
10.38 -- Deed of Leasehold Mortgage dated February 7, 1991 by the Partnership in favor of GDB.......
10.39 -- Credit Facility Agreement dated as of May 5, 1992 between GDB, Kumagai and WKA.............
10.40 -- Deed of Mortgage dated May 5, 1992 by the Partnership in favor of GDB......................
10.41 -- Partnership Loan Agreement dated as of May 5, 1992 among Kumagai, WKA and the
Partnership................................................................................
10.42 -- Williams Hospitality Management Corporation (now known as WHGI) Amended and Restated
Stockholders Agreement dated as of April 30, 1992 among the Company, Burton I. Koffman, as
nominee, Hugh A. Andrews and Williams Hospitality Management Corporation (now known as
WHGI)......................................................................................
10.43 -- Posadas de Puerto Rico Associates, Incorporated Stockholders' Agreement dated September 23,
1983 among Williams Hotel Corporation, Burton I. Koffman, as nominee, Hugh A. Andrews and
PPRA, as amended April 20, 1992............................................................
E-2
EXHIBIT SEQ.
NUMBER DESCRIPTION NO. PAGE
- -------- ---------------------------------------------------------------------------------------------- --------
10.44 -- Put Option Agreement dated as of April 30, 1993, as extended, among American National Bank
and Trust Company of Chicago, WMS, Burton I. Koffman and Empire Hotel Corp.................
10.45 -- Loan Agreement dated as of October 21, 1993 between the Partnership and General Electric
Capital Corporation of Puerto Rico ('GECCPR'), as amended June 30, 1994....................
10.46 -- Corporate Guaranty dated October 21, 1993 by WHGI in favor of GECCPR and related
Guarantor's Consent dated as of June 30, 1994 by WHGI......................................
*10.47 -- Registration Rights Agreement dated as of , 1997 between the Company and
Louis J. Nicastro..........................................................................
21 -- List of Subsidiaries of the Company........................................................
23.1 -- Consent of Oppenheimer & Co., Inc..........................................................
23.2 -- Consent of Houlihan, Lokey, Howard & Zukin, Inc............................................
27 -- Financial Data Schedule (filed with EDGAR version only)....................................
99 -- Information Statement......................................................................
- ------------
* To be filed by amendment.
E-3