EXHIBIT 99.2
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REVOCABLE PROXY REVOCABLE PROXY
EXTENDED STAY AMERICA, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS ON APRIL 11, 1997--10:30 A.M.
The undersigned hereby appoints George D. Johnson, Jr. or Robert A. Brannon,
or either one of them, each with full power of substitution, to act as proxies
for the undersigned, and to vote all shares of Common Stock of Extended Stay
America, Inc. (the "Company") which the undersigned would be entitled to vote
if personally present at the Special Meeting of Stockholders of the Company to
be held on April 11, 1997, at 10:30 a.m., at the Carrick Theatre in the
Mitchell Fine Arts Building, Transylvania University, 300 N. Broadway,
Lexington, Kentucky, and at any and all postponements and adjournments thereof,
as follows:
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED (I) FOR THE PROPOSAL TO APPROVE THE
AGREEMENT AND PLAN OF MERGER (THE "MERGER AGREEMENT") DATED JANUARY 16, 1997 BY
AND AMONG THE COMPANY, ESA MERGER SUB, INC. AND STUDIO PLUS HOTELS, INC. AND
THE TRANSACTIONS CONTEMPLATED THEREBY, (II) FOR THE PROPOSAL TO AMEND THE
RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF THE COMPANY
FROM 200 MILLION TO 500 MILLION (THE "CHARTER AMENDMENT") AND (III) FOR THE
PROPOSAL TO APPROVE THE COMPANY'S 1997 EMPLOYEE STOCK OPTION PLAN. IF ANY OTHER
BUSINESS IS PRESENTED AT THE SPECIAL MEETING, THIS PROXY WILL BE VOTED BY THOSE
NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING.
[_] CHECK HERE IF YOU PLAN TO ATTEND THE SPECIAL MEETING.
PLEASE MARK, SIGN, DATE, AND MAIL THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
(Continued and to be signed on reverse side.)
EXTENDED STAY AMERICA,
INC.
PLEASE MARK VOTE IN OVAL
IN THE FOLLOWING MANNER
USING DARK INK ONLY.
0
I
0
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For
0
Against
0
Abstain
0
For
0
Against
0
Abstain
0
1. To approve the Merger Agreement among the Company, ESA Merger Sub, Inc. and
Studio Plus Hotels, Inc.
3. To approve the Extended Stay America, Inc. 1997 Employee Stock Option Plan.
For
0
Against
0
Abstain
0
2. To approve the Charter Amendment.
4. In their discretion, on such other business as may properly come before the
meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a Notice of Special Meeting of Stockholders and a Joint Proxy
Statement/Prospectus dated March 6, 1997.
Dated: _____________________________________________________________ , 1997
Signature(s)____________________________________________________________________
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PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH SIGN.
WHERE APPLICABLE, INDICATE OFFICIAL POSITION OR REPRESENTATIVE CAPACITY. PLEASE
VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVE-
LOPE.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS MADE. IF NO CHOICES
ARE INDICATED, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2, AND 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE THE AGREE-
MENT AND PLAN OF MERGER, FOR THE PROPOSAL TO APPROVE THE CHARTER AMENDMENT, AND
FOR THE PROPOSAL TO APPROVE THE COMPANY'S 1997 EMPLOYEE STOCK OPTION PLAN.