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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): January 16, 1997
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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.)
450 E. LAS OLAS BOULEVARD
FT. LAUDERDALE, FLORIDA 33301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 713-1600
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Item 5. Other Events.
On January 16, 1997, Extended Stay America, Inc. (the "Company"), ESA
Merger Sub, Inc., a wholly-owned subsidiary of the Company ("Merger Sub"), and
Studio Plus Hotels, Inc. ("Studio Plus") entered into an Agreement and Plan of
Merger (the "Merger Agreement") pursuant to which Studio Plus will be merged
with and into Merger Sub (the "Merger"). The Merger Agreement provides that
Merger Sub will be the surviving corporation and that upon consummation of the
merger, each share of Studio Plus common stock will be converted into the right
to receive 1.2272 shares of common stock of the Company, and Studio Plus will
become a wholly-owned subsidiary of the Company. Consummation of the Merger is
subject to a number of conditions, including the approval of the stockholders of
both Studio Plus and the Company.
As of December 31, 1996, Studio Plus owned and operated 35 mid-priced
extended-stay lodging facilities and had approximately 11 facilities under
construction and contracts to purchase approximately 28 additional sites for
development (collectively, the "Studio Plus Facilities"). The Company intends
to operate the Studio Plus Facilities in substantially their present form. The
terms of the merger, including the exchange ratio, were determined through
arm's-length negotiations, based on past and projected levels of revenue and
profitability of Studio Plus, the market price of Studio Plus' common stock, and
the value of the assets acquired. The Company expects to account for the Merger
as a "pooling of interests." A copy of the Merger Agreement is filed herewith
as Exhibit 2.1 and is incorporated herein by this reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
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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: January 21, 1997
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 and Plan of Merger dated as of January 16, 1997 by and among
Extended Stay America, Inc., ESA Merger Sub, Inc., and Studio Plus
Hotels, Inc.
2.2 Agreement dated January 21, 1997 by the Company to furnish
supplementally copies of omitted schedules.