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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) January 7, 1998
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: (973)882-1010
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Item 2. Disposition of Assets
On January 7, 1998, Prime Hospitality Corp. ("Prime") completed the
sale/leaseback of eight hotels to American General Hospitality, Inc. ("American
General") for an aggregate purchase price of $138.4 million, consisting of
$114.4 million in cash, $10.2 million in assumed debt and $13.8 million in
American General limited partnership operating units. Prime will continue to
operate the hotels under a lease agreement with American General for a term of
10 years.
The sale is the first phase of a transaction which also includes the sale
and leaseback of eleven additional full-service hotels to American General not
later than March 31, 1999.
The eight hotels included in the sale transaction total 1,293 rooms and
consist of three Ramadas, two Crowne Plazas, two Sheratons and an independent
hotel. The hotels are located in New Jersey, Connecticut, Nevada and Oregon. For
the twelve months ended October 31, 1997, the hotels generated earnings before
interest, taxes, depreciation and amortization (EBITDA) of $18.1 million and net
operating income of $14.5 million. The purchase price was based on an agreed
upon capitalization rate on historical net operating income.
Item 7. Exhibits
2.1 Form of amended and restated purchase and sale agreement between Prime
Hospitality Corp., as seller, and American General Hospitality Operating
Partnership, L.P., as purchaser, dated January 7, 1998.
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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 therunto duly authorized.
PRIME HOSPITALITY CORP.
Date: January 22, 1998 By: /s/ David A. Simon
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David A. Simon
President and Chief Executive Officer
Date: January 22, 1998 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
2.1 Form of amended and restated purchase and sale agreement between Prime
Hospitality Corp., as seller, and American General Hospitality Operating
Partnership, L.P., as purchaser, dated January 7, 1998.