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 14, 2005
JOHN Q. HAMMONS HOTELS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13486 43-1695093
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 14, 2005, the Company entered into a definitive Agreement and Plan
of Merger (the "Merger Agreement") with JQH Acquisition, LLC and JQH Merger
Corporation, companies formed for the purpose of the merger by Jonathan D.
Eilian. The Merger Agreement provides that upon consummation of the merger, each
outstanding share of the Company's Class A common stock (other than treasury
shares and shares held by JQH Acquisition, LLC or JQH Merger Corporation) will
convert into the right to receive $24.00 cash per share. Shares of Class B
Common Stock, all of which are held by John Q. Hammons, the Company's principal
stockholder, will remain outstanding as shares of the common stock of the
Company, as the surviving corporation in the merger.
The merger is conditioned upon, among other things, approval by the
Company's stockholders at a special meeting called for that purpose. Mr. Hammons
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.
In connection with the Merger Agreement, Mr. Hammons also has entered into
an Amended and Restated Transaction Agreement (the "Transaction Agreement") with
JD Holdings, LLC (a limited liability company owned by Mr. Eilian), JQH
Acquisition, LLC, the Revocable Trust of John Q. Hammons, dated December 28,
1989, as amended and restated, and Hammons, Inc. The Transaction Agreement sets
forth the general structure of the merger and the contemplated related
transactions, as well as the general understandings and intentions of the
parties with respect to the merger. A copy of the Transaction Agreement is filed
as Exhibit 10.1 to this Form 8-K.
Under the Transaction Agreement:
- Mr. Hammons and his revocable trust and a related company, Hammons, Inc.
(the "JQH Stockholders") agree to vote in favor of the merger and the other
transaction agreements and, without regard to any recommendations by us, to vote
against any competing proposal or other action or agreement that would prevent
or hinder the completion of the merger and the related transactions.
- The JQH Stockholders agree not to transfer or convey their equity
interests in us or any of our affiliated companies, grant proxies or enter into
any voting agreements with respect to their equity interests, deposit any equity
interest into a voting trust, convert or allow conversion of their shares of
Class B Common Stock into Class A Common Stock, or cause to be declared or paid
any dividends or distributions with respect to their equity interests of the
Company or the Partnership.
- The JQH Stockholders agree to discontinue any solicitation or
discussions begun before entering into the Transaction Agreement, to not
commence any solicitation or discussion with any person, and to not authorize or
approve of, any proposed or potential transaction other than the merger and
related transactions described below.
- The parties set forth generally their understanding of the actions
necessary to comply with the terms and conditions of the Indenture, dated as of
May 21, 2002, by and among
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John Q. Hammons Hotels, L.P., John Q. Hammons Hotels Finance Corporation III, a
Missouri corporation, and Wachovia Bank, National Association, as trustee,
relating to the First Mortgage Notes due 2012.
The Transaction Agreement also contemplates that after the effective time
of the merger, the following agreements will be consummated:
The Company, as general partner, and the Revocable Trust of John Q.
Hammons, dated December 28, 1989, as amended and restated, Hammons, Inc. and
J.Q.H., Inc., as limited partners, will amend the partnership agreement of John
Q. Hammons Hotels, L.P. by adopting Amendment No. 4 to the partnership
agreement. Amendment No. 4 provides for allocation of a federal income tax
deduction for amounts paid related to the granting of bonuses equal to option
spreads on the stock of the Company, owned by employees and former employees of
John Q. Hammons Hotels, L.P. A copy of Amendment No. 4 is attached to this Form
8-K as Exhibit 10.2.
The Real Estate Sale and Non-Compete Agreement is an agreement by and
among John Q. Hammons Hotels Two, L.P., the Revocable Trust of John Q. Hammons,
dated December 28, 1989, as amended and restated and John Q. Hammons. The
agreement calls for the sale by John Q. Hammons Hotels Two, L.P. to the
Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and
restated, of certain property and the granting of an exclusive option to
purchase additional property. This agreement also provides that the Revocable
Trust of John Q. Hammons, dated December 28, 1989, as amended and restated and
John Q. Hammons will not, directly or indirectly through any affiliates, develop
on either of the subject properties any hotel, motel, "condo" hotel, rental
time-share or nightly rental hospitality project, for a stated period of time. A
copy of the Real Estate Sale and Non-Compete Agreement is attached as Exhibit
10.3 to this Form 8-K.
JQH Acquisition, LLC, JQH Merger Corporation, Atrium Hotels, LLC, John Q.
Hammons Hotels, L.P., John Q. Hammons Hotels Two, L.P., the Revocable Trust of
John Q. Hammons, dated December 28, 1989, as amended and restated and Chateau
Lake, LLC will enter into the Chateau Distribution Agreement which agreement
provides for (a) the conveyance by John Q. Hammons Hotels Two, L.P. as sole
member of Chateau Lake, LLC, to the Revocable Trust of John Q. Hammons, dated
December 28, 1989, as amended and restated, of all of John Q. Hammons Hotels
Two, L.P.'s limited liability company interests in Chateau Lake, LLC (being 100%
of the membership interests in Chateau Lake, LLC) and (b) the distribution of
certain assets and liabilities of the Company and John Q. Hammons Hotels, L.P.
to John Q. Hammons Hotels Management, LLC in exchange for the transfer by the
Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and
restated of its limited partnership interests in John Q. Hammons Hotels, L.P. to
John Q. Hammons Hotels, L.P. and the cancellation of a certain percentage of
such interests. A copy of the Chateau Distribution Agreement is attached to this
Form 8-K as Exhibit 10.4.
A Management Assets and Obligations Distribution Agreement will be entered
into by JQH Acquisition, LLC, the Company, John Q. Hammons Hotels, L.P. and John
Q. Hammons Hotels Management, LLC under which JQH Hotels Management, LLC will
acquire certain assets owned by the Company and John Q. Hammons Hotels, L.P. and
employ certain employees of the Company and John Q. Hammons Hotels, L.P. This
agreement provides for the
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distribution of certain assets and liabilities by the Company to John Q. Hammons
Hotels, L.P. which, in turn, will then distribute such assets to JQH Hotels
Management, LLC, subject to certain conditions. In addition, JQH Hotels
Management, LLC will assume and agree to perform certain liabilities and
obligations of the Company or John Q. Hammons Hotels, L.P. A copy of the
Management Assets and Obligations Distribution Agreement is attached as Exhibit
10.5 to this Form 8-K.
After Amendment No. 4 to the Limited Partnership Agreement of John Q.
Hammons Hotels, L.P. has been adopted, the Company, as general partner, and the
Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and
restated and Hammons, Inc., as limited partners, will adopt the Third Amended
and Restated Limited Partnership Agreement, to recapitalize John Q. Hammons
Hotels, L.P. as follows: (a) the respective limited partnership interests of the
Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and
restated and Hammons, Inc. will be converted to preferred interests in John Q.
Hammons Hotels, L.P. which will equal 2% of all of the outstanding partnership
units of John Q. Hammons Hotels, L.P. at the closing of the merger; and (b) a
portion of the Company's general partner partnership interest will be converted
into $7 million of preferred interests in John Q. Hammons Hotels, L.P. In
addition, under the Third Limited Partnership Agreement, iStar Financial Inc.
will provide financing to the Revocable Trust of John Q. Hammons, dated December
28, 1989, as amended and restated and Hammons, Inc., as limited partners, and to
the Company, as general partner, in connection with the transactions occurring
on the effective date of the merger; in return, the preferred interests in John
Q. Hammons Hotels, L.P. will be pledged to iStar. A copy of the Third Amended
and Restated Limited Partnership Agreement is attached to this Form 8-K as
Exhibit 10.6.
The Revocable Trust of John Q. Hammons, dated December 28, 1989, as
amended and restated and the Company will enter into a Redemption Agreement
which provides that, immediately after the adoption by John Q. Hammons Hotels,
L.P. of the Third Amended and Restated Partnership Agreement, the Revocable
Trust of John Q. Hammons, dated December 28, 1989, as amended and restated will
deliver to the Company, and the Company will redeem, 294,100 shares of Company
Class B Common Stock currently owned by the Revocable Trust of John Q. Hammons,
dated December 28, 1989, as amended and restated, in exchange for the delivery
to the Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended
and restated of preferred interests in John Q. Hammons Hotels, L.P. by the
Company. This agreement also stipulates that upon the redemption of the Company
Class B Common Stock and upon the timely request of the Revocable Trust of John
Q. Hammons, dated December 28, 1989, as amended and restated, the Company will
cause John Q. Hammons Hotels, L.P. to make a Section 754 Election. A copy of the
Redemption Agreement is attached to this Form 8-K as Exhibit 10.7.
Atrium GP, LLC, as general partner, and the Revocable Trust of John Q.
Hammons, dated December 28, 1989, as amended and restated and Hammons, Inc., as
limited partners, will adopt the Fourth Amended and Restated Partnership
Agreement whereby John Q. Hammons Hotels, L.P. will be renamed "Atrium Hotels,
L.P." and Atrium GP, LLC will replace the Company as general partner of
Atrium Hotels, L.P. The Fourth Amended and Restated Partnership Agreement is
attached to this Form 8-K as Exhibit 10.8.
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The Tax Indemnity Agreement will be executed by John Q. Hammons Hotels
Two, L.P., the Company, John Q. Hammons, Hammons, Inc., the Revocable Trust of
John Q. Hammons, dated December 28, 1989, as amended and restated and John Q.
Hammons Hotels, L.P. Pursuant to this agreement, Mr. Hammons, Hammons, Inc. and
the Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and
restated, will receive thirty days advance notice of any contemplated or
possible refinancing of any "existing guaranteed debt" to enable those parties
to determine whether they desire to continue, reduce or eliminate their
guarantee of or any contributory obligation with respect to any debt refinancing
of such "existing guaranteed debt." In addition, John Q. Hammons Hotels, L.P.
will, upon written request, permit Mr. Hammons, Hammons, Inc. and the Revocable
Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, or
any of them, to take any action not adverse to John Q. Hammons Hotels, L.P., the
Company or any successor general partner of John Q. Hammons Hotels, L.P.
necessary to increase the tax basis of Mr. Hammons, Hammons, Inc. and the
Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and
restated for federal income tax purposes in their interest in John Q. Hammons
Hotels, L.P. Furthermore, John Q. Hammons Hotels, L.P. will indemnify Mr.
Hammons, Hammons, Inc. and the Revocable Trust of John Q. Hammons, dated
December 28, 1989, as amended and restated and hold them harmless from the
income tax assumed to be imposed on them as a result of an event giving rise to
an indemnity payment under such agreement. In addition, John Q. Hammons Hotels,
L.P. will indemnify Mr. Hammons, the Revocable Trust of John Q. Hammons, dated
December 28, 1989, as amended and restated and Hammons, Inc. from the assumed
tax burden resulting from a sale of any of certain properties owned by John Q.
Hammons Hotels, L.P. during Mr. Hammons' lifetime, and will agree to refrain
from any voluntary sale of such properties unless certain conditions are met. A
copy of this Tax Indemnity Agreement is attached to this Form 8-K as Exhibit
10.9.
Pursuant to a Sponsor Right of First Refusal Agreement to be entered into
by and among John Q. Hammons, the Revocable Trust of John Q. Hammons, dated
December 28, 1989, as amended and restated, twelve entities controlled by Mr.
Hammons (which own certain hotels controlled by Mr. Hammons), and JD Holdings,
LLC, JD Holdings, LLC will obtain a right of first refusal to purchase any of
the hotels owned by one of the twelve entities controlled by Mr. Hammons and any
hotels subsequently acquired or developed by Mr. Hammons when such hotels are
offered for sale. In addition, to the extent that Mr. Hammons offers to sell a
partial interest in any such hotel, JD Holdings, LLC will have the right to
purchase such hotel in its entirety on substantially the same economic terms as
proposed by the third-party buyer. A copy of the Sponsor Right of First Refusal
Agreement is attached as Exhibit 10.10 to this Form 8-K.
John Q. Hammons Hotels, L.P. and John Q. Hammons Hotels Two, L.P., each on
behalf of itself and its subsidiaries and John Q. Hammons and the Revocable
Trust of John Q. Hammons, dated December 28, 1989, as amended and restated, will
enter into a JQH Right of First Refusal Agreement. The agreement stipulates
that, prior to the sale of certain hotels, JQH Acquisition, LLC will provide to
Mr. Hammons a written purchase and sale agreement describing the sale. Mr.
Hammons may elect to purchase any such hotel from the applicable seller by
providing a notice to JQH Acquisition, LLC within thirty (30) days following the
date of notice. The parties would then close the sale transaction on
substantially identical economic terms. A copy of the JQH Right of First Refusal
Agreement is attached to this Form 8-K as Exhibit 10.11.
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A Non-Solicitation Agreement will be executed by JQH Acquisition, LLC,
Newco, LLC, John Q. Hammons Hotels, L.P., the Company, John Q. Hammons, the
Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and
restated, and JQH Hotels Management, LLC. JQH Acquisition, LLC, the Company,
John Q. Hammons Hotels, L.P., and their affiliates will agree not to solicit to
hire or hire, without the prior written consent of Mr. Hammons, any management
level employees who, in connection with the merger, become employed by JQH
Hotels Management, LLC. A copy of the Non-Solicitation Agreement is attached to
this Form 8-K as Exhibit 10.12.
John Q. Hammons Hotels, L.P. and JQH Acquisition, LLC will enter into a
Corporate Overhead Fee Agreement. John Q. Hammons Hotels, L.P. will engage JQH
Acquisition, LLC in services in the field of financial, strategic planning,
asset and management consulting services, and other similar management areas. In
exchange, John Q. Hammons Hotels, L.P. will pay JQH Acquisition, LLC an annual
fee of $1,000,000. A copy of this Corporate Overhead Fee Agreement is attached
to this Form 8-K as Exhibit 10.13.
The Development Restriction Agreement is an agreement by and among John Q.
Hammons Hotels, L.P., John Q. Hammons Hotels Two, L.P., [TRS], Jonathan D.
Eilian, Atrium Hotels, LLC and affiliates of any of them and John Q. Hammons and
the Revocable Trust of John Q. Hammons, dated December 28, 1989, as amended and
restated, and any affiliates of John Q. Hammons and the Revocable Trust of John
Q. Hammons, dated December 28, 1989, as amended and restated. In this Agreement,
John Q. Hammons Hotels, L.P., John Q. Hammons Hotels Two, L.P., TRS, Mr. Eilian,
Atrium Hotels, LLC and Mr. Hammons and his affiliates will establish certain
procedures governing the development and construction of any hotel that could
affect any of their respective existing or new hotels. An impact study must be
performed on any existing hotel, excluding five hotels currently under
development by Mr. Hammons and his affiliates, to determine the effect of a
proposed new hotel being built in the same competitive market as any applicable
pre-existing hotel. To the extent that the negative impact would be greater than
2% of annual gross revenues on such pre-existing hotel, then the relevant
parties will enter into a joint venture with respect to the new facility, or the
new hotel will not be built. This Development Restriction Agreement will
continue until the earlier of Mr. Hammons' death or the redemption in full of
the Hammons Preferred Units. A copy of the Development Restriction Agreement is
attached to this Form 8-K as Exhibit 10.14.
A taxable REIT subsidiary will lease certain hotels from John Q. Hammons
Hotels Two, L.P. and John Q. Hammons Hotels, L.P. pursuant to a general form of
lease agreement. A copy of the lease agreement is attached to this Form 8-K as
Exhibit 10.15.
John Q. Hammons Management Company, LLC, John Q. Hammons Hotels, L.P.,
John Q. Hammons Hotels Two, L.P., [TRS Subsidiary], and the Hammons Owners
(entities listed in Schedule I of the Revenue Sharing Agreement) will enter into
a Revenue Sharing Agreement. The Revenue Sharing Agreement terminates the
obligations of John Q. Hammons Management Company, LLC with respect to certain
properties. The affiliates of Mr. Hammons will be required to pay John Q.
Hammons Hotels, L.P. two percent (2%) of gross revenues on certain properties in
lieu of management fees. Additionally, John Q. Hammons Hotels, L.P. will pay
John Q. Hammons
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Management Company, LLC the amount by which the actual operating costs exceed
the fee charged under the Management Services Agreement, described below. The
Revenue Sharing Agreement will run concurrently with the Management Services
Agreement. A copy of the Revenue Sharing Agreement is attached to this Form 8-K
as Exhibit 10.16.
A Management Services Agreement will be entered into between [TRS
Subsidiary] and John Q. Hammons Management Company, LLC. John Q. Hammons
Management Company, LLC will provide management services to certain current and
future properties owned, leased, or managed by TRS. John Q. Hammons Management
Company, LLC will also provide portfolio management services for TRS Subsidiary
Properties consistent with past practices. In exchange, TRS will pay the actual
operating costs incurred by John Q. Hammons Management Company, LLC, including
an annual salary of $200,000 plus benefits paid to John Q. Hammons. However, TRS
will not be obligated to pay any fee in excess of the amount for which TRS could
receive comparable management services in an arms length transaction. A copy of
the Management Services Agreement is attached as Exhibit 10.17 to this Form 8-K.
The iStar Funding Agreement is an agreement by and between iStar Financial
Inc., a prospective Borrower to be formed by Mr. Hammons and a Lender to be
formed by Mr. Eilian, under which the Borrower requests that iStar agree to fund
amounts due to Borrower under a Loan Agreement with Lender should Lender fail to
satisfy its funding obligations under the Lender Loan Agreement. The Funding
Agreement provides that Borrower and Lender enter into certain additional
agreements with respect to the Lender's Loan. A copy of the iStart Funding
Agreement is attached as Exhibit 10.18 to this Form 8-K.
The long term line of credit agreement is an agreement by and between an
entity to be formed by Mr. Hammons and an entity to be formed by Mr. Eilian,
whereby Mr. Eilian's entity will agree to make loans to Mr. Hammons' entity from
time to time in an aggregate amount not to exceed $275,000,000. Each loan will
be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000
in excess thereof. Outstanding principal will be paid at a Base Rate. The Base
Rate is defined as (a) the greater of (i) the London Interbank Offered Rate
("LIBOR") or an alternate rate if LIBOR ceases to be published or (ii) 3.22% per
annum, plus (b) one percent (1%). A copy of the Long Term Line of Credit
Agreement is attached to this Form 8-K as Exhibit 10.19.
The foregoing descriptions of each of these agreements do not purport to
be complete and are qualified in their entirety by reference to the form of the
agreements, which are filed as exhibits hereto, and are incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Exhibit
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10.1 Amended and Restated Transaction Agreement, dated as of
June 14, 2005 by and among JD Holdings, LLC, JQH
Acquisition, LLC, John Q. Hammons, the Revocable Trust
of John Q. Hammons, dated December 28, 1989, as amended
and restated, and Hammons, Inc.
10.2 Form of Amendment No. 4, to the Second Amended and
Restated Agreement of Limited Partnership of John Q.
Hammons Hotels, L.P., dated as of November 23, 1994
between John Q. Hammons Hotels, Inc., as general
partner, the Revocable Trust of John Q. Hammons dated
December 28, 1989, as amended and restated, Hammons,
Inc., and J.Q.H., Inc., as limited partners.
10.3 Form of Real Estate Sale and Non-Compete Agreement
regarding certain properties, by and between John Q.
Hammons Hotels Two, L.P., the Revocable Trust of John Q.
Hammons, dated December 28, 1989, as amended and
restated and John Q. Hammons.
10.4 Form of Chateau Distribution Agreement by and among JQH
Acquisition, LLC, JQH Merger Corporation, Atrium Hotels,
LLC, John Q. Hammons Hotels, L.P., John Q. Hammons
Hotels Two, L.P., the Revocable Trust of John Q.
Hammons, dated December 28, 1989, as amended and
restated, and Chateau Lake, LLC.
10.5 Form of Management Assets and Obligations Distribution
Agreement between JQH Acquisition, LLC, John Q. Hammons
Hotels, Inc., John Q. Hammons Hotels, L.P., and JQH
Hotels Management, LLC, a Delaware limited liability
company.
10.6 Form of Third Amended and Restated Agreement of Limited
Partnership of John Q. Hammons Hotels, L.P. among John
Q. Hammons Hotels, Inc., as general partner of the
Partnership, the Revocable Trust of John Q. Hammons,
dated December 28, 1989, as amended and restated,
Hammons, Inc. and any additional limited partner that is
admitted to the Partnership from time to time.
10.7 Form of Redemption Agreement among the Revocable Trust
of John Q. Hammons, dated December 28, 1989, as amended
and restated and John Q. Hammons Hotels, Inc.
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10.8 Form of Fourth Amended and Restated Agreement of Limited
Partnership of [John Q. Hammons Hotels], L.P. among
Atrium GP, LLC, as general partner, the Revocable Trust
of John Q. Hammons, dated December 28, 1989, as amended
and restated, Hammons, Inc. and any additional limited
partner that is admitted from time to time.
10.9 Form of Tax Indemnity Agreement among John Q. Hammons,
Hammons, Inc., the Revocable Trust of John Q. Hammons,
dated December 28, 1989, as amended and restated, John
Q. Hammons Hotels, Inc., and John Q. Hammons Hotels,
L.P., and John Q. Hammons Hotels Two, L.P.
10.10 Form of Right of First Refusal Agreement among John Q.
Hammons, the Revocable Trust of John Q. Hammons, dated
December 28, 1989, as amended and restated, Hammons of
New Mexico, LLC, Hammons of Frisco, LLC, Hammons of
Colorado, LLC, Hammons of Arkansas, LLC, Hammons of
South Carolina, LLC, City Center Hotel Corporation,
Hammons of Huntsville, LLC, Hammons of Lincoln, LLC,
Hammons of Franklin, LLC, Hammons of Richardson, LLC,
Richardson Hammons, LP and John Q. Hammons Center, LLC
and JD Holdings, LLC, and any Affiliate thereof.
10.11 Form of Right of First Refusal Agreement among John Q.
Hammons Hotels, L.P., and John Q. Hammons Hotels Two,
L.P., each on behalf of itself and its Subsidiaries and
John Q. Hammons and the Revocable Trust of John Q.
Hammons dated December 28, 1989, as amended and
restated.
10.12 Form of Non Solicitation Agreement among JQH
Acquisition, LLC, Newco, LLC, John Q. Hammons Hotels,
L.P., John Q. Hammons Hotels, Inc., John Q. Hammons, the
Revocable Trust of John Q. Hammons, dated December 28,
1989, as amended and restated and JQH Hotels Management,
LLC.
10.13 Form of Corporate Overhead Fee Agreement between John Q.
Hammons Hotels, L.P. and JQH Acquisition, LLC.
10.14 Form of Development Restriction Agreement among John Q.
Hammons Hotels, L.P., John Q. Hammons Hotels Two, L.P.,
and [TRS], each on behalf of itself and its Subsidiaries
and Jonathan D. Eilian, Atrium Hotels, LLC, and John Q.
Hammons, the Revocable Trust of John Q. Hammons dated
December 28, 1989, as amended and restated and any
Affiliate of John Q. Hammons or the Revocable Trust of
John Q. Hammons dated December 28, 1989, as amended and
restated which develops or constructs hotels and related
facilities.
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10.15 A generic form of lease agreement to be entered into by
a taxable REIT subsidiary, as lessee, and John Q.
Hammons Hotels, L.P., or John Q. Hammons Hotels Two,
L.P., as lessor.
10.16 Form of Revenue Sharing Agreement among John Q. Hammons
Management Company, LLC, John Q. Hammons Hotels, L.P.,
John Q. Hammons Hotels Two, L.P., [TRS Subsidiary], and
John Q. Hammons, the Revocable Trust of John Q. Hammons,
dated December 28, 1989, as amended and restated,
Richardson Hammons, LP, Hammons of Franklin (Under
Richardson Hammons LP), Hammons of Richardson (Under
Richardson Hammons LP), Hammons of Arkansas, LLC,
Hammons of Colorado, LLC, Hammons of Frisco, LLC,
Hammons of Huntsville, LLC, Hammons of N. Mexico, LLC,
Hammons of S. Carolina, LLC, Chateau Lake LLC, City
Centre Hotel Corporation, and John Q. Hammons Center,
LLC.
10.17 Form of Management Services Agreement between [TRS
Subsidiary], and John Q. Hammons Management Company,
LLC.
10.18 Form of Funding Agreement to be entered into by iStar
Financial Inc., a yet to be determined borrower and yet
to be determined lender.
10.19 Form of Long Term Line of Credit Agreement between
an entity to be formed by Mr. Hammons and an entity to
be formed by Mr. Eilian.
99.1 Press Release, dated June 15, 2005, issued by the
Registrant, incorporated by reference to Exhibit 99.1 to
the Registrant's Current Report on Form 8-K filed on
June 15, 2005.
99.2 Agreement and Plan of Merger among JQH Acquisition, LLC,
JQH Merger Corporation and John Q. Hammons Hotels, Inc.,
dated as of June 14, 2005, incorporated by reference to
Exhibit 99.2 to the Registrant's Current Report on Form
8-K filed on June 15, 2005.
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SIGNATURES
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: June 20, 2005
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