UNITED STATES
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): December 29, 2004
JOHN Q. HAMMONS HOTELS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 1-13486 43-1695093
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
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300 JOHN Q. HAMMONS PARKWAY
SUITE 900
SPRINGFIELD, MO 65806
(Address of principal executive offices) (Zip Code)
(417) 864-4300
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 7.01. REGULATION FD DISCLOSURE.
On December 29, 2004, the Company issued a press release announcing
that, based on the recommendation of the special committee of independent
directors formed by the registrant's Board of Directors, the Company had agreed
to negotiate exclusively with Barcelo Crestline Corporation through January 31,
2005 with regard to a possible merger transaction. The Company also announced
that its principal stockholder, John Q. Hammons, has agreed to negotiate
exclusively with Barcelo Crestline through that date. Barcelo Crestline
increased its offer to acquire the Company's Class A shares from its previously
announced offer of $13.00 per share to $21.00 per share. Attached as Exhibit
99.1 and incorporated herein by reference is a copy of a press release issued
today announcing that decision. This information and the press release are being
furnished and shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liabilities of that
section.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Exhibit
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99.1 Press Release, dated December 29, 2004, issued by the registrant
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.
JOHN Q. HAMMONS HOTELS, INC.
By: /s/ Paul E. Muellner
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Name: Paul E. Muellner
Title: Chief Financial Officer
Date: December 30, 2004
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EXHIBIT INDEX
Exhibit No. Exhibit
99.1 Press Release, dated December 29, 2004, issued by John Q.
Hammons Hotels, Inc.
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