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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) March 6, 1996
PRIME HOSPITALITY CORP.
(Exact name of Registrant as specified in its charter)
COMMISSION FILE NO. 1-6869
DELAWARE 22-2640625
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
700 ROUTE 46 EAST, FAIRFIELD, NEW JERSEY 07004
(address of principal executive offices) (zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201)882-1010
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Item 2. Acquisition of Assets
On March 6, 1996, Prime Hospitality Corp. (the "Company") acquired
18 hotels consisting of 16 Wellesley Inns and two other limited-service hotels
for approximately $65.1 million in cash. The acquisition enables the Company
to consolidate the ownership and establish full control over its proprietary
brand Wellesley Inns with all 30 Wellesley Inns now owned and operated by the
Company. The acquisition is intended to provide the Company with significant
new opportunities to maximize the value of its brand.
The hotels are located in Florida, New York, New Jersey, Virginia,
Maryland and Pennsylvania. In 1995, the hotels generated $24.1 million of
revenues and earnings before interest, taxes, depreciation and amortization of
$10.4 million.
The acquisition price was comprised of $60.4 million to purchase the
first mortgage on the 18 hotels with a face value of approximately $70.5 million
and $4.7 million to purchase the interests of the three partnerships which owned
the hotels. The Company utilized its available cash to fund the acquisition.
Approximately $1.9 million of the total purchase price was paid to a partnership
in which a general partner is the father of David A. Simon, the Company's
President and Chief Executive Officer. In connection with the transaction, the
Company also terminated its management agreements and junior subordinated
mortgages related to the 18 hotels.
Prime Hospitality Corp. owns or manages 94 hotels throughout the
United States under its proprietary trade names Wellesley Inns(R), and
AmeriSuites(R), and under franchise agreements with national hotel chains,
including Marriott, Radisson, Sheraton, Holiday Inn, Ramada and Howard Johnson.
Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits
(A.B) It is not practical for the Company to provide the required
financial statements and pro-forma financial information for the
acquired assets as of the date hereof. The Company intends to
file such financial information as soon as it becomes available
and in any event within 60 days.
(C) Exhibits
2.1(a) Contract of Purchase and Sale between Hillsborough
Associates, Meriden Hotel Associates, L.P., Wellesley I.L.P.,
Multi-Wellesley Limited Partnership, and Prime Hospitality
Corp.
2.1(b) Consent of the Holders Thereof to the Purchase by Prime
Hospitality Corp. of the Outstanding First Mortgage Notes.
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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 thereunto duly authorized.
PRIME HOSPITALITY CORP.
Date: March 20, 1996 By: /s/ David A. Simon
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David A. Simon, President and
Chief Executive Officer
Date: March 20, 1996 By: /s/ John M. Elwood
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John M. Elwood, Executive
Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1(a) Contract of Purchase and Sale between Hillsborough
Associates, Meriden Hotel Associates, L.P., Wellesley I.L.P.,
Multi-Wellesley Limited Partnership, and Prime Hospitality Corp.
2.1(b) Consent of the Holders Thereof to the Purchase by Prime
Hospitality Corp. of the Outstanding First Mortgage Notes.