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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 25, 1996
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EXTENDED STAY AMERICA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27360 36-3996573
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
500 E. BROWARD BOULEVARD
FT. LAUDERDALE, FLORIDA 33394
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 713-1600
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ITEM 2. ACQUISITION OF ASSETS.
On June 25, 1996, Extended Stay America, Inc. ("the Company") acquired
substantially all of the assets of Apartment Inn Partners/Gwinnett, L.P.
("Gwinnett"). Gwinnett owned and operated a 126-room economy extended-stay
lodging facility in Lawrenceville, Georgia which is similar in concept to the
Company's lodging facilities. The facility was operated as The Apartment Inn and
rights for the use of that name and certain other rights were controlled by
Apartment/Inn, L.P. The Company intends to continue to operate the acquired
facility in substantially its present form. In consideration for such
acquisition, the Company issued 172,100 shares of its common stock, par value
$.01 per share (the "Common Stock"), and paid an additional $23,000 in cash. The
terms of the acquisition, including the number of shares of Common Stock issued
as consideration, were determined through arm's-length negotiations, based on
past and projected levels of revenue and profitability of the acquired lodging
facility and the value of the assets acquired. The acquisition was accounted for
using the purchase method of accounting. Copies of the asset purchase agreement
and related agreements with respect to this acquisition are filed herewith as
Exhibit 2.1 and are incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The required financial statements of the business acquired are hereby
incorporated by reference to the Company's Post-Effective Amendment No. 4 to
Form S-1 Registration Statement (No. 333-102) dated July 3, 1996 (the
"Registration Statement") under the caption "Apartment Inn Partners/Gwinnett"
appearing on pages F-42 through F-47 of the Prospectus constituting part of the
Registration Statement (the "Prospectus").
(b) Pro Forma Financial Information.
The required pro forma financial information relating to the business
acquired is hereby incorporated by reference to the Registration Statement under
the caption "Pro Forma Financial Statements of Extended Stay America, Inc. and
Subsidiaries and Acquired Companies" on pages F-2 through F-4 of the Prospectus.
(c) Exhibits.
The exhibits to this report are listed in the Exhibit Index set forth
elsewhere herein.
SIGNATURE
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.
EXTENDED STAY AMERICA, INC.
By: /s/ Robert A. Brannon
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Robert A. Brannon
Senior Vice President and
Chief Financial Officer
Dated: July 10, 1996
EXTENDED STAY AMERICA, INC.
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Exhibit Index
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Exhibit
Number Description of Exhibit
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2.1 Agreement to Purchase Hotel dated as of June 21, 1996 and
related agreements among the Company, ESA 0996, Inc., Apartment
Inn Partners/Gwinnett, L.P., and Rosa Dziewienski Pajonk
(incorporated by reference to Exhibit 2.5 the Company's
Registration Statement on Form S-1 (Registration No. 333-102)).
2.2 Agreement dated July 10, 1996 by the Company to furnish
supplementally copies of omitted schedules.
99.1 Financial information incorporated by reference.