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As filed with the Securities and Exchange Commission on May 14, 1999.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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BRISTOL HOTELS & RESORTS
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction 75-2754805
of incorporation or organization) (I.R.S. Employee Identification No.)
14295 Midway Road
Addison, Texas 75001
(Address, including zip code, of Principal Executive Offices)
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BRISTOL HOTEL MANAGEMENT CORPORATION 401(k) PLAN
(Full title of the plan)
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LYNN MARIE LUCIER, VICE PRESIDENT AND SECRETARY
Bristol Hotels & Resorts
14295 Midway Road
Addison, Texas 75001
(972) 391-3910
(Name, address, and telephone number of agent for service)
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COPY TO:
MARK A. KOPIDLANSKY
Munsch Hardt Kopf & Harr, P.C.
4000 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202-2790
Telephone: (214) 855-7580
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of Securities to Amount to be maximum aggregate offering Amount of
be Registered Registered(1) offering price(2) price(2) registration fee(2)
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Common stock, par value
$0.01 per share 250,000 $7.69 $1,922,500 $535.00
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(1) This Registration statement covers shares of Common Stock of Bristol
Hotel & Resorts that may be offered or sold pursuant to the Bristol
Hotel Management Corporation 401(k) Plan (the "Plan"). Pursuant to Rule
416(c) under the Securities Act of 1933, as amended (the "Securities
Act"), this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the Plan. In addition,
pursuant to Rule 457(h)(2) under the Securities Act, no registration
fee is required with respect to such interests in the Plan. This
Registration Statement also relates to an indeterminate number of
shares of Common Stock that may be issued upon stock splits, stock
dividends or similar transactions in accordance with Rule 416 under the
Securities Act.
(2) Estimated solely for purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) on the basis of the average of the high
and low prices of the Common Stock as reported on the New York Stock
Exchange on May 12, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating officers and employees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). The documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II below, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
Bristol Hotels & Resorts, a Delaware corporation (the "Company"),
hereby incorporates by reference into this Registration Statement on Form S-8
(the "Registration Statement") the following documents which have heretofore
been filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act or the Securities Exchange Act of 1934,
as amended (the "Exchange Act"):
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, as filed with the Commission on March 25, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999 as filed with the Commission on May 14, 1999.
(c) The description of the Company's Common Stock set forth in the
Corporation's Registration Statement on Form 10, pursuant to Section 12(b) of
the Exchange Act, including all reports updating such description.
All documents subsequently filed by the Company or the Bristol Hotel
Management Corporation 401(k) Plan pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statements contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
which is also incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement except as so modified or
superseded.
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware:
(i) gives Delaware corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations
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against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with threatened,
pending or completed actions, suits or proceedings to which they are parties or
are threatened to be made parties by reason of being or having been such
directors or officers, subject to specified conditions and exclusions; (ii)
gives a director or officer who successfully defends an action the right to be
so indemnified; and (iii) permits a corporation to buy directors' and officers'
liability insurance. Such indemnification is not exclusive of any other rights
to which those indemnified may be entitled under any bylaw, agreement, vote of
stockholders or otherwise.
Article 34 of the Company's Amended and Restated Bylaws requires the
Company to indemnify its directors and officers to the maximum extent permitted
by the General Corporation Law of the State of Delaware (the "DGCL"). Article
Ninth of the Company's Amended and Restated Certificate of Incorporation
provides that the Company will indemnify and advance expenses to its directors,
officers, employees or agents to the fullest extent permitted by the DGCL.
Article Ninth of the Company's Amended and Restated Certificate of Incorporation
further provides that, to the fullest extent permitted by the DGCL or any other
applicable law currently or thereafter in effect, no director of the Company
will be personally liable to the Company or its stockholders for or with respect
to any acts or omissions in the performance of his or her duties as a director
of the Company, and any repeal or modification of such Article Ninth will not
adversely affect any right or protection of a director of the Company in respect
of any act or omission occurring in whole or in part prior to such repeal or
modification.
The Company has entered into individual agreements with each of its
directors and executive officers pursuant to which the Company has agreed to
indemnify each of its directors and executive officers to the fullest extent
provided by applicable law and the Bylaws of the Company as currently in effect.
The Company has purchased insurance policies containing customary terms
and conditions for the purpose of insuring its directors and officers against
certain losses incurred by them as a result of claims based upon their actions
or statements (including omissions to act or make statements) as directors and
officers which may cover liabilities under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Commission such indemnification is against public policy
as expressed in such Act and therefore unenforceable.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits. (1)
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 The Company's Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form 10 (SEC File No.
001-14047) (the "Form 10 Registration Statement")).
4.2 The Company's Amended and Restated Bylaws (incorporated by
reference to Exhibit 3.4 to the Company's Form 10 Registration
Statement).
4.3 Registration Rights Agreement among the Company, Bass America
Inc., Holiday Corporation and United/Harvey Holdings
(incorporated by reference to Exhibit 4.1 of the Company's
Form 10 Registration Statement).
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.4 Form of Stockholders' Agreement among the Company, Holiday
Corporation, Bass America Inc., Bass plc and United/Harvey
Holdings (incorporated by reference to Exhibit 4.1 of the
Company's Form 10 Registration Statement).
23.1 Consent of Arthur Andersen LLP, Independent Accountants.
24 Powers of Attorney (included as part of the Signature Page of
this Registration Statement).
99.1 Bristol Hotel Management Corporation 401(k) Plan and
amendments.
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(1) In lieu of an opinion of counsel concerning compliance with the
requirements of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and that the Plan is qualified under Section 401 of
the Internal Revenue Code of 1986, as amended (the "Code"), the Company
hereby undertakes that it has submitted the Plan and any amendments
thereto to the Internal Revenue Service ("IRS") in a timely manner and
it has made all changes as required by the IRS in order to qualify the
Plan.
ITEM 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement.
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Addison, State of Texas, on May 14, 1999.
BRISTOL HOTELS & RESORTS
By: /s/ John D. Bailey
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John D. Bailey
Vice President, Controller and
Chief Accounting Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Peter Kline and Jeffrey P. Mayer, or
either one of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any subsequent
registration statements relating to the offering to which this Registration
Statement relates, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or either of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURES TITLE DATE
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/s/ J. Peter Kline Chairman of the Board of Directors and Chief May 14, 1999
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J. Peter Kline
/s/ John A. Beckert President and Chief Operating Officer; Director May 14, 1999
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John A. Beckert
/s/ Jeffrey P. Mayer Executive Vice President and Chief Financial May 14, 1999
- --------------------------- Officer
Jeffrey P. Mayer
/s/ John D. Bailey Vice President, Controller and Chief May 14, 1999
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John D. Bailey
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SIGNATURES TITLE DATE
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/s/ David A. Dittman Director May 14, 1999
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David A. Dittman
/s/ Kurt C. Read Director May 14, 1999
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Kurt C. Read
/s/ Thomas R. Oliver Director May 14, 1999
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Thomas R. Oliver
/s/ Reginald K. Brack, Jr. Director May 14, 1999
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Reginald K. Brack, Jr.
/s/ Robert A. Whitman Director May 14, 1999
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Robert A. Whitman
/s/ James J. Pinto Director May 14, 1999
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James J. Pinto
Pursuant to the requirements of the Securities Act of 1933, the
representative for the Plan Administrator set forth below has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Addison, State of Texas, on May 14, 1999.
Bristol Hotel Management Corporation 401(k) Plan
By: /s/ Jeffrey P. Mayer
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Representative for the Plan Administrator
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 The Company's Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form 10 (SEC File No.
001-14047) (the "Form 10 Registration Statement")).
4.2 The Company's Amended and Restated Bylaws (incorporated by
reference to Exhibit 3.4 to the Company's Form 10 Registration
Statement).
4.3 Registration Rights Agreement among the Company, Bass America
Inc., Holiday Corporation and United/Harvey Holdings
(incorporated by reference to Exhibit 4.1 of the Company's
Form 10 Registration Statement).
4.4 Form of Stockholders' Agreement among the Company, Holiday
Corporation, Bass America Inc., Bass plc and United/Harvey
Holdings (incorporated by reference to Exhibit 4.1 of the
Company's Form 10 Registration Statement).
23.1 Consent of Arthur Andersen LLP, Independent Accountants.
24 Powers of Attorney (included as part of the Signature Page of
this Registration Statement).
99.1 Bristol Hotel Management Corporation 401(k) Plan and
amendments.