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): June 15, 2005
JOHN Q. HAMMONS HOTELS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13486 43-1695093
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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)
--------------------------
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)
[X] 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 8.01. OTHER EVENTS.
On June 15, 2005, the Company issued a press release announcing that it entered
into a definitive merger agreement with JQH Acquisition, LLC, a company formed
for the purposes of the proposed transactions by Jonathan Eilian. Upon
consummation of the merger, each outstanding share of Class A common stock of
the Company will convert into the right to receive $24.00. The merger is subject
to several conditions, including approval by Company stockholders at a special
meeting. John Q. Hammons, the Company's principal stockholder, has agreed to
vote his shares in favor of the merger, and the Company has reserved the right
to seek approval by holders of a majority of shares of Class A common stock
voting at the meeting not held by Mr. Hammons and his affiliates.
The Company entered into the merger agreement in connection with a series of
transactions agreed to by Mr. Hammons, JQH Acquisition, LLC and their
affiliates, regarding a variety of ongoing arrangements, including Mr. Hammons'
continuing equity ownership in the business and a credit facility backed by
iStar Financial Inc. secured by Mr. Hammons' equity ownership in the business
and certain other collateral.
A special committee of independent directors of the Company represented the
Company in the negotiation of the merger agreement.
Attached as Exhibit 99.1 and incorporated herein by reference is a copy of a
press release issued today. That exhibit and the information above 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. A copy of the merger agreement is attached as Exhibit 99.2.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Exhibit
----------- -------
99.1 Press Release, dated June 15, 2005, issued by the registrant
99.2 Agreement and Plan of Merger by and among JQH Acquisition LLC,
JQH Merger Corporation and John Q. Hammons Hotels, Inc., dated
as of June 14, 2005
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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
-------------------------------
Name: Paul E. Muellner
Title: Chief Financial Officer
Date: June 15, 2005
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EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
99.1 Press Release, dated June 15, 2005, issued by John Q. Hammons
Hotels, Inc.
99.2 Agreement and Plan of Merger by and among JQH Acquisition LLC,
JQH Merger Corporation and John Q. Hammons Hotels, Inc., dated
as of June 14, 2005
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