UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13e-3 THEREUNDER
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RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 1)
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JOHN Q. HAMMONS HOTELS, INC.
(Name of the Issuer)
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JOHN Q. HAMMONS HOTELS, INC.
JOHN Q. HAMMONS
REVOCABLE TRUST OF JOHN Q. HAMMONS, DATED DECEMBER 28, 1989
HAMMONS, INC.
JQH ACQUISITION LLC
JQH MERGER CORPORATION
Jonathan D. Eilian
(Name of Person(s) Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
408623106
(CUSIP Number of Class of Securities)
DEBRA M. SHANTZ GARY R. SILVERMAN, ESQ. JOHN Q. HAMMONS
JOHN Q. HAMMONS HOTELS, INC. KAYE SCHOLER LLC JOHN Q. HAMMONS
300 JOHN Q. HAMMONS PARKWAY, THREE FIRST NATIONAL PLAZA HOTELS, INC.
SUITE 900 41ST FLOOR 300 JOHN Q. HAMMONS
SPRINGFIELD, MISSOURI 65806 70 WEST MADISON STREET PARKWAY, SUITE 900
(417) 873-3586 CHICAGO, ILLINOIS 60602-4231 SPRINGFIELD, MISSOURI
(312) 583-2330 65806
(Name, Address and Telephone Number of Person Authorized To Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
WITH COPIES TO:
MARY ANNE O'CONNELL GARY D. GILSON
HUSCH & EPPENBERGER, LLC BLACKWELL SANDERS PEPER MARTIN LLP
190 CARONDELET PLAZA, SUITE 600 4801 MAIN STREET, SUITE 1000
ST. LOUIS, MISSOURI 63103 KANSAS CITY, MISSOURI 64112
(314) 480-1715 816-983-8000
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
CALCULATION OF FILING FEE
TRANSACTION VALUATION * AMOUNT OF FILING FEE **
$158,366,370 $18,640
* Pursuant to the Agreement and Plan of Merger, dated as of June 14, 2005, among
JQH Acquisition LLC, JQH Merger Corporation and John Q. Hammons Hotels, Inc.,
Class A Common Stock (other than shares owned by parties to that agreement and
shares owned by stockholders who perfect their appraisal rights) will be
converted into the right to receive $24.00 per share in cash. All outstanding
stock options to purchase shares of Class A Common Stock not exercised prior to
the merger will terminate, but under the merger agreement, John Q. Hammons
Hotels, Inc. will pay each holder of unexercised options a cash payment equal to
the amount by which $24.00 per share exceeds the exercise price for that option,
multiplied by the number of shares of Class A Common Stock issuable upon
exercise of the option. The filing fee was calculated based on the sum of (a) an
aggregate cash payment of $126,078,288 for the proposed merger consideration of
$24.00 per share for 5,253,262 outstanding shares of Class A Common Stock and
(b) an aggregate cash payment of $32,288,082 to holders of outstanding options
to acquire shares of Class A Common Stock.
**The payment of the filing fee, calculated in accordance with Fee Rate Advisory
#6 For Fiscal Year 2005, equals $117.70 per million of the Transaction Value.
[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and date of its filing.
Amount Previously Paid: $18,640
Form or Registration No.: Schedule 14A - Preliminary Proxy Statement
Filing Party: John Q. Hammons Hotels, Inc.
Date Filed: July 1, 2005
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SCHEDULE 13E-3
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 is being
filed with the Securities and Exchange Commission (the "SEC") pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), by:
- John Q. Hammons Hotels, Inc., a Delaware corporation and issuer of
the equity securities that are the subject of this Schedule 13E-3
(the "Company"),
- John Q. Hammons ("Mr. Hammons"), the Company's founder, chairman of
the board and chief executive officer and controlling stockholder
(through his ownership of all of the Class B Common Stock of the
Company and 269,100 shares of Class A Common Stock of the Company),
- John Q. Hammons, as Trustee of the Revocable Trust of John Q.
Hammons Dated December 28, 1989, as amended and restated (the "JQH
Trust"),
- Hammons, Inc.,
- JQH Acquisition LLC ("Acquisition");
- JQH Merger Corporation ("Merger Sub"); and
- Jonathan D. Eilian.
As of June 14, 2005, the Company, Acquisition and Merger Sub, a
wholly-owned subsidiary of Acquisition, entered into an Agreement and Plan of
Merger, a copy of which is included as Exhibit (d)(1) hereto (the "Merger
Agreement"). Pursuant to the Merger Agreement, Merger Sub will merge into the
Company, and the Company will be the surviving corporation (the "Merger"). Under
the terms of the Merger Agreement, each share of Class A Common Stock of the
Company outstanding immediately prior to the effective time of the Merger will
be converted into the right to receive $24.00 in cash (other than treasury
shares and shares held by Acquisition, Merger Sub, the Company and its
subsidiaries, which will be cancelled, and other than shares as to which
stockholders demand appraisal rights in accordance with Delaware law), and each
outstanding share of Class B Common Stock of the Company will remain outstanding
as one share of common stock of the surviving corporation. In addition, pursuant
to the Merger Agreement, each option to purchase shares of Class A Common Stock
outstanding prior to the effective time of the Merger, whether or not
exercisable, will be cancelled, and each option holder will receive a cash bonus
payment equal to the amount by which $24.00 exceeds the exercise price per share
of the applicable option, multiplied by the number of shares of Class A Common
Stock underlying such option, less any applicable withholding taxes.
Immediately after the Merger, Mr. Hammons and his affiliates will
own 294,100 shares of common stock of the surviving corporation and Acquisition
will own the remaining shares of common stock of the surviving corporation. The
Merger remains subject to the satisfaction or waiver, to the extent permitted by
law, of the conditions set forth in the Merger Agreement, including obtaining
approval of (i) a majority of the votes entitled to be cast by the holders of
the outstanding shares of Class A Common Stock and the holder of the outstanding
shares of Class B Common Stock, voting together as one class, and (ii) a
majority of the votes cast by the stockholders of the outstanding shares of the
Class A Common Stock other than Mr. Hammons and his affiliates. A special
committee of the board of directors of the Company may waive the second voting
requirement, however, in which case the Merger Agreement need only be adopted by
a majority of the votes entitled to be cast by the holders of the outstanding
shares of Class A Common Stock and Class B Common Stock, voting together as one
class).
As a result of the Merger, current stockholders of the Company,
other than Mr. Hammons and his affiliates, will cease to have ownership
interests in the Company or rights as stockholders of the Company, and will not
participate in any future earnings or growth of the Company or benefit from any
appreciation in value of the Company.
Concurrently with the filing of this Schedule 13E-3, the Company is
filing with the SEC a preliminary proxy statement on Schedule 14A pursuant to
Section 14(a) of the Exchange Act (the "Proxy
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Statement") with respect to a special meeting of the Company's stockholders to
be held on September __, 2005. At the special meeting, the Company's
stockholders will consider and vote on a proposal to adopt the Merger Agreement.
A copy of the Proxy Statement is included as Exhibit (a)(2)(1) hereto. The Proxy
Statement is in preliminary form and is subject to completion or amendment.
Pursuant to General Instruction G to Schedule 13E-3, the information
in the Proxy Statement, including all appendices thereto, is expressly
incorporated by reference in its entirety, and responses to each item are
qualified in their entirety by the information contained in the Proxy Statement
and the appendices thereto. Capitalized terms used but not defined in this
Schedule 13E-3 have the meanings given to them in the Proxy Statement.
The information contained in this Schedule 13E-3 and the Proxy
Statement concerning each filing person was supplied by each such filing person
and no other filing person takes responsibility for the accuracy of any
information not supplied by such filing person.
The filing of this Schedule 13E-3 shall not be construed as an
admission by any filing person or by an affiliate of a filing person that the
Company is "controlled" by any other filing person, or that any other filing
person is an "affiliate" of the Company within the meaning of Rule 13e-3 under
Section 13(e) of the Exchange Act.
ITEM 1. SUMMARY TERM SHEET.
The information set forth under the caption "SUMMARY TERM SHEET" in the Proxy
Statement is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) NAME AND ADDRESS. The information set forth under the caption "SPECIAL
FACTORS - THE PARTIES" in the Proxy Statement is incorporated herein by
reference.
(b) SECURITIES. The information set forth under the caption "INFORMATION ABOUT
THE SPECIAL MEETING AND VOTING" in the Proxy Statement is incorporated
herein by reference.
(c) TRADING MARKET AND PRICE. The information set forth under the caption
"MARKET PRICE AND DIVIDEND INFORMATION" in the Proxy Statement is
incorporated herein by reference.
(d) DIVIDENDS. The information set forth under the caption "MARKET PRICE AND
DIVIDEND INFORMATION" in the Proxy Statement is incorporated herein by
reference.
(e) PRIOR PUBLIC OFFERINGS. The Company has not made an underwritten public
offering of its Common Stock for cash during the past three years that was
registered under the Securities Act of 1933 or exempt from registration
under Regulation A.
(f) PRIOR STOCK PURCHASES. The information set forth under the caption
"TRANSACTIONS IN SHARES OF CLASS A COMMON STOCK BY CERTAIN PERSONS" in the
Proxy Statement is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) NAME AND ADDRESS.
The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET - SIGNIFICANT PARTIES" and "SPECIAL FACTORS - THE
PARTIES" is incorporated herein by reference.
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Both Hammons, Inc. and the JQH Trust share the business address and
business telephone number of the Company, which is Suite 900, Springfield,
Missouri 65806, (417) 864-4300.
(b) BUSINESS AND BACKGROUND OF ENTITIES.
The information contained in the section entitled "SPECIAL FACTORS - THE
PARTIES" in the Proxy Statement is incorporated herein by reference.
(c) BUSINESS AND BACKGROUND OF NATURAL PERSONS.
The current principal occupation and business address of each executive
officer and director of the Company and of Hammons, Inc., as well as the
material occupations, positions, offices or employment during the last
five years of each executive officer and director of the Company and of
Hammons, Inc., are as follows:
Donald H. Dempsey is a director of the Company. Mr. Dempsey became a
director of the Company in August 1999. From July 1998 until January
2004, Mr. Dempsey served as Executive Vice President, Secretary,
Treasurer, Chief Financial Officer and Director of Equity Inns,
Inc., which is a large lodging real estate investment trust
headquartered at 7700 Wolf River Boulevard, Germantown, Tennessee
38138.
Jacqueline A. Dowdy is a director and the Secretary of the Company.
Ms. Dowdy has been a director since 1994 and has served as the
Company's Secretary since 1982. Ms. Dowdy also serves as Secretary
and a director of Hammons, Inc., positions which she has held for
more than the last five years. In addition, Ms. Dowdy is an officer
and director of several affiliates of the Company.
Daniel L. Earley is a director of the Company and serves as
President of First Clermont Bank, a division of The Park National
Bank, located at 400 Technecenter Dr., Milford, Ohio 45150. Mr.
Earley has been a director of the Company since 1994. Since 1985,
Mr. Earley has served as President, Chief Executive Officer and a
director of the First Clermont Bank, a community bank that was owned
by Mr. Hammons. In January 2005, that bank was sold and became a
division of The Park National Bank.
John Q. Hammons is Chairman, Chief Executive Officer, a director and
founder of the Company. Mr. Hammons also serves as President and a
director of Hammons, Inc., positions which he has held for more than
the last five years. Mr. Hammons has been actively engaged in the
acquisition, development and management of hotel properties since
1959. Mr. Hammons is the controlling shareholder of the Company.
William J. Hart is a director of the Company and a member of the law
firm Husch & Eppenberger, LLC, formerly Farrington & Curtis, P.C.,
located at 1949 E. Sunshine Street, Suite 2-300, Springfield,
Missouri 65804-1605. Mr. Hart has been a director of the Company
since 1994 and has been a member of Husch & Eppenberger, LLC,
formerly Farrington & Curtis, P.C., since 1970. Mr. Hart's firm
performs legal services on a regular basis for the Company and
personally for Mr. Hammons.
John E. Lopez-Ona is a director of the Company, is the President of
Anvil Capital, Inc. located at 64 Winfield Rd., Princeton, NJ 08540,
and is the Chairman and CEO of Six Sigma Qualtec located at 821
Alexander Road, Suite 130, Princeton, New Jersey 08540. Mr.
Lopez-Ona became a director of the Company in May 1996. Since June
1995, Mr. Lopez-Ona has been the President of Anvil Capital, Inc., a
firm he owns, which specializes in principal investment. Since 1998,
Mr. Lopez-Ona has been the Chairman and CEO of Six Sigma Qualtec, a
premier training, consulting and technology solutions company for
performance improvement methodologies.
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James F. Moore is a director of the Company and is Managing Partner
of American Products LLC located at 597 Evergreen Road, Strafford,
Missouri 65757. James F. Moore became a director of the Company in
May 1995 and has served as Managing Partner of American Products
LLC, a privately owned manufacturing company serving the
telecommunications industry, since 2002.
David C. Sullivan is a director of the Company and is the Chairman
of Sullivan Investments, LLC located at 235 Cloister Green Lane,
Memphis, Tennessee 38120. Mr. Sullivan became a director of the
Company in May 1999 and has served as Chairman of Sullivan
Investments, LLC since May 2000. Mr. Sullivan also serves on the
board of directors of Winston Hotels, Inc. which is headquartered at
2626 Glenwood Avenue, Suite 200, Raleigh, North Carolina 27608.
Lou Weckstein is the President of the Company and has served in such
capacity since September 2001. Prior to joining the Company in
September 2001, Mr. Weckstein served for ten years as Senior Vice
President, Hotel Operations, for Windsor Capital Group, a Los
Angeles-based hotel management and development company which is
headquartered at 3000 Ocean Park Boulevard, Suite 3010, Santa
Monica, California 90405.
Paul E. Muellner is Executive Vice President and the Chief Financial
Officer of the Company. Mr. Muellner has been an Executive Vice
President since 2003 and Chief Financial Officer since 2000. From
1998 through 2000, Mr. Muellner served as Vice President and
Corporate Controller of the Company.
Debra M. Shantz is the Senior Vice President and General Counsel of
the Company. Ms. Shantz joined the Company in May 1995 as General
Counsel and has served as Senior Vice President since 1997.
Each of the directors and executive officers of the Company and of
Hammons, Inc., as listed above, is a citizen of the United States. None of
the directors or executive officers of the Company or of Hammons, Inc., as
listed above, has been: (i) convicted in a criminal proceeding in the past
five years; or (ii) a party to any judicial or administrative proceeding
during the past five years that resulted in a judgment, decree or final
order enjoining the person from future violations of, or prohibiting
activities subject to, federal or state securities laws, or a finding of
any violation of federal or state securities laws.
Mr. Jonathan D. Eilian is the sole director and officer of Merger Sub and
is the sole Managing Member of Acquisition. Since 2001, Mr. Eilian has
been a Managing Member of JD Holdings, LLC, a private investment vehicle
focused on real estate-related investments with an address of 152 West
57th Street, Suite 5600, New York, New York 10019. From 1991 until 2001,
Mr. Eilian was a Senior Managing Director and Founding Member of Starwood
Capital Group, LLC, a private investment firm focused on real
estate-related investments on behalf of its principals and institutional
limited partners, with an address of 591 West Putnam Avenue, Greenwich,
Connecticut 06830. From 1995 until 2001, Mr. Eilian was a member of the
Board of Directors and the Executive Committee of Starwood Hotels and
Resorts Worldwide, Inc., with an address of 1111 Westchester Avenue, White
Plains, New York 10604. From 1999 until 2001, Mr. Eilian was a member of
the Board of Directors of iStar Financial, Inc., with an address of 1114
Avenue of the Americas, New York, New York 10036. From 2002 through 2005,
Mr. Eilian was a member of the Board of Directors of Keystone Property
Trust, with an address of 200 Four Falls Corporate Center, Suite 208, West
Conshohocken, Pennsylvania. Mr. Eilian is a citizen of the United States.
Mr. Eilian has not been: (1) convicted in a criminal proceeding in the
past five years; or (ii) a party to any judicial or administrative
proceeding during the past five years that resulted in a judgment, decree
or final order enjoining him from future violations of, or prohibiting
activities subject to, federal or state securities laws, or a finding of
any violation of federal or state securities laws.
ITEM 4. TERMS OF THE TRANSACTION.
(a) (1) MATERIAL TERMS. Tender Offers. Not Applicable
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(2) MATERIAL TERMS. Mergers or Similar Transactions. The information set
forth in the Proxy Statement under the following captions is
incorporated herein by reference: "SUMMARY TERM SHEET," "SPECIAL
FACTORS - CERTAIN EFFECTS OF THE MERGER," "THE MERGER - STRUCTURE,"
"SPECIAL FACTORS - REASONS FOR THE SPECIAL COMMITTEE'S
RECOMMENDATION; MATERIAL FACTORS CONSIDERED; PROCEDURAL SAFEGUARDS
EMPLOYED," "SPECIAL FACTORS - REASONS FOR THE BOARD'S
RECOMMENDATION; MATERIAL FACTORS CONSIDERED; PROCEDURAL SAFEGUARDS
EMPLOYED," "INFORMATION ABOUT THE SPECIAL MEETING AND VOTING,"
"INTERESTS OF CERTAIN PERSONS IN THE MERGER," "TRANSACTIONS RELATED
TO THE MERGER," "ANTICIPATED ACCOUNTING TREATMENT," and "MATERIAL
U.S. FEDERAL INCOME TAX CONSEQUENCES."
(c) DIFFERENT TERMS. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference: "SUMMARY TERM
SHEET," "INTERESTS OF CERTAIN PERSONS IN THE MERGER," and "TRANSACTIONS
RELATED TO THE MERGER."
(d) APPRAISAL RIGHTS. The information set forth in the Proxy Statement under
the caption "APPRAISAL RIGHTS", and in Appendix C to the Proxy Statement,
are incorporated herein by reference.
(e) PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. The information set forth in
the Proxy Statement under the caption "THE MERGER - PROVISIONS FOR
UNAFFILIATED STOCKHOLDERS" is incorporated herein by reference.
(f) ELIGIBILITY FOR LISTING OR TRADING. Not Applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) TRANSACTIONS. Other than those described in paragraphs (b) or (c) of this
Item 5, there have been no transactions during the past two years between
the Company and its affiliates that are not natural persons where the
aggregate value of any such transactions is more than one percent of the
Company's consolidated revenues for (i) the fiscal year when such
transaction would have occurred, or (ii) the past portion of the current
fiscal year, if the transaction would have occurred in the current year.
The information set forth in the Proxy Statement under the caption
"TRANSACTIONS IN SHARES OF CLASS A COMMON STOCK BY CERTAIN PERSONS" is
incorporated herein by reference.
(b) SIGNIFICANT CORPORATE EVENTS. The information set forth in the Proxy
Statement under the captions "SPECIAL FACTORS - BACKGROUND OF THE MERGER,"
"SPECIAL FACTORS - REASONS FOR THE SPECIAL COMMITTEE'S RECOMMENDATION;
MATERIAL FACTORS CONSIDERED; PROCEDURAL SAFEGUARDS EMPLOYED," and "SPECIAL
FACTORS - REASONS FOR THE BOARD'S RECOMMENDATION; MATERIAL FACTORS
CONSIDERED; PROCEDURAL SAFEGUARDS EMPLOYED" is incorporated herein by
reference.
(c) NEGOTIATIONS OR CONTACTS. The information set forth in the Proxy Statement
under the captions "SPECIAL FACTORS - BACKGROUND OF THE MERGER," "SPECIAL
FACTORS - REASONS FOR THE SPECIAL COMMITTEE'S RECOMMENDATION; MATERIAL
FACTORS CONSIDERED; PROCEDURAL SAFEGUARDS EMPLOYED," and "SPECIAL FACTORS
- REASONS FOR THE BOARD'S RECOMMENDATION; MATERIAL FACTORS CONSIDERED;
PROCEDURAL SAFEGUARDS EMPLOYED," are incorporated herein by reference.
(d) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. The information set
forth in the Proxy Statement under the following captions is incorporated
herein by reference: "INTERESTS OF CERTAIN PERSONS IN THE MERGER," "THE
MERGER - SOURCE OF FUNDS, MERGER FINANCING," "THE MERGER AGREEMENT" and
"TRANSACTIONS RELATED TO THE MERGER."
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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) USE OF SECURITIES ACQUIRED. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference: "SUMMARY TERM SHEET," "SPECIAL FACTORS - CERTAIN EFFECTS OF THE
MERGER," "THE MERGER AGREEMENT," and "TRANSACTIONS RELATED TO THE MERGER."
(c) (1)-(8) PLANS. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: "SPECIAL FACTORS -
CERTAIN EFFECTS OF THE MERGER," "INTERESTS OF CERTAIN PERSONS IN THE
MERGER," "THE MERGER - SOURCE OF FUNDS, MERGER FINANCING," "THE MERGER
AGREEMENT," "TRANSACTIONS RELATED TO THE MERGER" and "ACQUISITION'S TENDER
FOR PARTNERSHIP NOTES."
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) PURPOSES. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: "SUMMARY TERM
SHEET," "SPECIAL FACTORS - BACKGROUND OF THE MERGER," "SPECIAL FACTORS -
REASONS FOR THE SPECIAL COMMITTEE'S RECOMMENDATION; MATERIAL FACTORS
CONSIDERED; PROCEDURAL SAFEGUARDS EMPLOYED," "SPECIAL FACTORS - REASONS
FOR THE BOARD'S RECOMMENDATION; MATERIAL FACTORS CONSIDERED; PROCEDURAL
SAFEGUARDS EMPLOYED," "INTERESTS OF CERTAIN PERSONS IN THE MERGER," and
"TRANSACTIONS RELATED TO THE MERGER."
(b) ALTERNATIVES. The information set forth in the Proxy Statement under the
captions "SPECIAL FACTORS - BACKGROUND OF THE MERGER," "SPECIAL FACTORS -
REASONS FOR THE SPECIAL COMMITTEE'S RECOMMENDATION; MATERIAL FACTORS
CONSIDERED; PROCEDURAL SAFEGUARDS EMPLOYED," and "SPECIAL FACTORS -
REASONS FOR THE BOARD'S RECOMMENDATION; MATERIAL FACTORS CONSIDERED;
PROCEDURAL SAFEGUARDS EMPLOYED."
(c) REASONS. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: "SUMMARY TERM
SHEET," "SPECIAL FACTORS - BACKGROUND OF THE MERGER," "SPECIAL FACTORS -
REASONS FOR THE SPECIAL COMMITTEE'S RECOMMENDATION; MATERIAL FACTORS
CONSIDERED; PROCEDURAL SAFEGUARDS EMPLOYED," "SPECIAL FACTORS - REASONS
FOR THE BOARD'S RECOMMENDATION; MATERIAL FACTORS CONSIDERED; PROCEDURAL
SAFEGUARDS EMPLOYED," and "SPECIAL FACTORS - OPINIONS OF LEHMAN BROTHERS."
(d) EFFECTS. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: "SUMMARY TERM
SHEET," "SPECIAL FACTORS - CERTAIN EFFECTS OF THE MERGER," "SPECIAL
FACTORS - REASONS FOR THE SPECIAL COMMITTEE'S RECOMMENDATION; MATERIAL
FACTORS CONSIDERED; PROCEDURAL SAFEGUARDS EMPLOYED," "SPECIAL FACTORS -
REASONS FOR THE BOARD'S RECOMMENDATION; MATERIAL FACTORS CONSIDERED;
PROCEDURAL SAFEGUARDS EMPLOYED," "SPECIAL FACTORS - OPINIONS OF LEHMAN
BROTHERS," "INTERESTS OF CERTAIN PERSONS IN THE MERGER," "TRANSACTIONS
RELATED TO THE MERGER," and "MATERIAL U.S. FEDERAL INCOME TAX
CONSEQUENCES."
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) FAIRNESS. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: "SUMMARY TERM
SHEET," "SPECIAL FACTORS - BACKGROUND OF THE MERGER," "SPECIAL FACTORS -
REASONS FOR THE SPECIAL COMMITTEE'S RECOMMENDATION; MATERIAL FACTORS
CONSIDERED; PROCEDURAL SAFEGUARDS EMPLOYED," "SPECIAL FACTORS - REASONS
FOR THE BOARD'S RECOMMENDATION; MATERIAL FACTORS CONSIDERED; PROCEDURAL
SAFEGUARDS EMPLOYED," "SPECIAL FACTORS -
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POSITION OF EILIAN, ACQUISITION AND MERGER SUB," and "SPECIAL FACTORS -
POSITION OF THE JQH STOCKHOLDERS AS TO THE FAIRNESS OF THE MERGER."
(b) FACTORS CONSIDERED IN DETERMINING FAIRNESS. The information set forth in
the Proxy Statement under the following captions is incorporated herein by
reference: "SPECIAL FACTORS - BACKGROUND OF THE MERGER," "SPECIAL FACTORS
- REASONS FOR THE SPECIAL COMMITTEE'S RECOMMENDATION; MATERIAL FACTORS
CONSIDERED; PROCEDURAL SAFEGUARDS EMPLOYED," "SPECIAL FACTORS - REASONS
FOR THE BOARD'S RECOMMENDATION; MATERIAL FACTORS CONSIDERED; PROCEDURAL
SAFEGUARDS EMPLOYED," and "SPECIAL FACTORS - OPINIONS OF LEHMAN BROTHERS."
(c) APPROVAL OF SECURITY HOLDERS. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference: "SUMMARY TERM SHEET," "INFORMATION ABOUT THE SPECIAL MEETING
AND VOTING," "SPECIAL FACTORS - REASONS FOR THE SPECIAL COMMITTEE'S
RECOMMENDATION; MATERIAL FACTORS CONSIDERED; PROCEDURAL SAFEGUARDS
EMPLOYED," "SPECIAL FACTORS - REASONS FOR THE BOARD'S RECOMMENDATION;
MATERIAL FACTORS CONSIDERED; PROCEDURAL SAFEGUARDS EMPLOYED," "THE MERGER
AGREEMENT - CONDITIONS TO THE COMPLETION OF THE MERGER," and "THE MERGER
AGREEMENT - TERMINATION."
(d) UNAFFILIATED REPRESENTATIVE. The information set forth in the Proxy
Statement under the caption "SPECIAL FACTORS - REASONS FOR THE SPECIAL
COMMITTEE'S RECOMMENDATION; MATERIAL FACTORS CONSIDERED; PROCEDURAL
SAFEGUARDS EMPLOYED" is incorporated herein by reference.
(e) APPROVAL OF DIRECTORS. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference: "SUMMARY
TERM SHEET," "SPECIAL FACTORS - BACKGROUND OF THE MERGER," and "SPECIAL
FACTORS - REASONS FOR THE BOARD'S RECOMMENDATION; MATERIAL FACTORS
CONSIDERED; PROCEDURAL SAFEGUARDS EMPLOYED."
(f) OTHER OFFERS. The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS - BACKGROUND OF THE MERGER" is incorporated
herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) REPORT, OPINION OR APPRAISAL. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference: "SUMMARY TERM SHEET," "SPECIAL FACTORS - BACKGROUND OF THE
MERGER," "SPECIAL FACTORS - REASONS FOR THE SPECIAL COMMITTEE'S
RECOMMENDATION; MATERIAL FACTORS CONSIDERED; PROCEDURAL SAFEGUARDS
EMPLOYED," "SPECIAL FACTORS - REASONS FOR THE BOARD'S RECOMMENDATION;
MATERIAL FACTORS CONSIDERED; PROCEDURAL SAFEGUARDS EMPLOYED," and "SPECIAL
FACTORS - OPINIONS OF LEHMAN BROTHERS."
(b) PREPARER AND SUMMARY OF THE REPORT, OPINION OR APPRAISAL. The information
set forth in the Proxy Statement under the following captions is
incorporated herein by reference: "SUMMARY TERM SHEET," "SPECIAL FACTORS -
BACKGROUND OF THE MERGER," "SPECIAL FACTORS - REASONS FOR THE SPECIAL
COMMITTEE'S RECOMMENDATION; MATERIAL FACTORS CONSIDERED; PROCEDURAL
SAFEGUARDS EMPLOYED," "SPECIAL FACTORS - REASONS FOR THE BOARD'S
RECOMMENDATION; MATERIAL FACTORS CONSIDERED; PROCEDURAL SAFEGUARDS
EMPLOYED," and "SPECIAL FACTORS - OPINIONS OF LEHMAN BROTHERS," "SPECIAL
FACTORS - LEHMAN BROTHERS' ACTIVITIES AND ARRANGEMENTS WITH THE COMPANY."
(c) AVAILABILITY OF DOCUMENTS. The information set forth in the Proxy
Statement under the caption "WHERE YOU CAN FIND ADDITIONAL INFORMATION" is
incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
9
(a) SOURCE OF FUNDS. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference: "INTERESTS OF
CERTAIN PERSONS IN THE MERGER," "THE MERGER - SOURCE OF FUNDS, MERGER
FINANCING," "THE MERGER AGREEMENT," "ESTIMATED FEES AND EXPENSES OF THE
MERGER," and "TRANSACTIONS RELATED TO THE MERGER."
(b) CONDITIONS. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: "INTERESTS OF
CERTAIN PERSONS IN THE MERGER," "THE MERGER - SOURCE OF FUNDS, MERGER
FINANCING," "THE MERGER AGREEMENT," and "TRANSACTIONS RELATED TO THE
MERGER."
(c) EXPENSES. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: "SUMMARY TERM
SHEET," "THE MERGER AGREEMENT," and "ESTIMATED FEES AND EXPENSES OF THE
MERGER."
(d) BORROWED FUNDS. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: "INTERESTS OF
CERTAIN PERSONS IN THE MERGER," "THE MERGER - SOURCE OF FUNDS, MERGER
FINANCING," "THE MERGER AGREEMENT," and "TRANSACTIONS RELATED TO THE
MERGER."
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) SECURITIES OWNERSHIP. The information set forth in the Proxy Statement
under the captions "INFORMATION ABOUT THE SPECIAL MEETING AND VOTING,"
"INTERESTS OF CERTAIN PERSONS IN THE MERGER" and "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by
reference.
(b) SECURITIES TRANSACTIONS. The information set forth in the Proxy Statement
under the caption "TRANSACTIONS IN SHARES OF CLASS A COMMON STOCK BY
CERTAIN PERSONS" is incorporated herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. The information
set forth in the Proxy Statement under the following captions is
incorporated herein by reference: "SPECIAL FACTORS - REASONS FOR THE
BOARD'S RECOMMENDATION; MATERIAL FACTORS CONSIDERED; PROCEDURAL SAFEGUARDS
EMPLOYED," "INTERESTS OF CERTAIN PERSONS IN THE MERGER - Interests of the
JQH Stockholders," and "TRANSACTIONS RELATED TO THE MERGER."
(e) RECOMMENDATION OF OTHERS. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference: "SUMMARY
TERM SHEET," "SPECIAL FACTORS - BACKGROUND OF THE MERGER," "SPECIAL
FACTORS - REASONS FOR THE SPECIAL COMMITTEE'S RECOMMENDATION; MATERIAL
FACTORS CONSIDERED; PROCEDURAL SAFEGUARDS EMPLOYED," and "SPECIAL FACTORS
- REASONS FOR THE BOARD'S RECOMMENDATION; MATERIAL FACTORS CONSIDERED;
PROCEDURAL SAFEGUARDS EMPLOYED."
ITEM 13. FINANCIAL STATEMENTS.
(a) FINANCIAL INFORMATION. The information contained in the Consolidated
Financial Statements included in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2004 and the Company's Quarterly
Report on Form 10-Q for the quarter ended April 1, 2005 is incorporated
herein by reference. The information set forth in the Proxy Statement
under the captions "RATIO OF EARNINGS TO FIXED CHARGES" and "SELECTED
HISTORICAL FINANCIAL INFORMATION" is incorporated herein by reference.
10
(b) PRO FORMA INFORMATION. Not Applicable.
ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) SOLICITATIONS OR RECOMMENDATIONS. The information set forth in the Proxy
Statement under the captions "SUMMARY TERM SHEET," and "INFORMATION ABOUT
THE SPECIAL MEETING AND VOTING - SOLICITATION OF PROXIES" is incorporated
herein by reference.
(b) EMPLOYEES AND CORPORATE ASSETS. The information set forth in the Proxy
Statement under the caption "INFORMATION ABOUT THE SPECIAL MEETING AND
VOTING - SOLICITATION OF PROXIES" is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
(b) OTHER MATERIAL INFORMATION. The information set forth in the Proxy
Statement and the Appendices thereto is incorporated herein by reference in its
entirety.
ITEM 16. EXHIBITS.
(a)(1) Not applicable.
(a)(2)(1) Preliminary Proxy Statement (incorporated herein by reference to the
Preliminary Proxy Statement on Schedule 14A filed by the Company
with the SEC on July 1, 2005).
(a)(2)(2) Letter from the Company to the Stockholders of the Company
(incorporated herein by reference to the Preliminary Proxy Statement
on Schedule 14A filed by the Company with the SEC on July 1, 2005).
(a)(2)(3) Form of Proxy Card (incorporated herein by reference to the
Preliminary Proxy Statement on Schedule 14A filed by the Company
with the SEC on July 1, 2005).
(a)(5)(1) Press Release, dated May 25, 2005 (incorporated herein by reference
to Exhibit 99.1 of the Current Report on Form 8-K filed by the
Company on May 25, 2005).
(a)(5)(2) Press Release, dated June 3, 2005 (incorporated herein by reference
to Exhibit 99.1 of the Current Report on Form 8-K filed by the
Company on June 3, 2005).
(a)(5)(3) Press Release, dated June 15, 2005 (incorporated herein by reference
to Exhibit 99.1 of the Current Report on Form 8-K filed by the
Company on June 15, 2005).
(b)(1) Form of Funding Agreement to be entered into by iStar Financial
Inc., a yet to be determined borrower and a yet to be determined
lender (incorporated herein by reference to Exhibit 10.18 of the
Current Report on Form 8-K filed by the Company on June 20, 2005).
(b)(2) Form of Long Term Line of Credit Agreement between an entity to be
formed by John Q. Hammons and an entity to be formed by Jonathan D.
Eilian (incorporated herein by reference to Exhibit 10.19 of the
Current Report on Form 8-K filed by the Company on June 20, 2005).
(b)(3) Commitment Letter, dated June 23, 2005, from Jonathan D. Eilian to
JQH Acquisition LLC (incorporated by reference to Exhibit 22 of
Amendment No. 5 to the Schedule 13D filed by JQH Acquisition LLC on
June 28, 2005).
11
(b)(4) Commitment Letter, dated June 23, 2005, from iStar Financial Inc. to
JQH Acquisition LLC (incorporated by reference to Exhibit 21 of
Amendment No. 5 to the Schedule 13D filed by JQH Acquisition LLC on
June 28, 2005).
(c)(1) Opinions of Lehman Brothers, each dated June 14, 2005 (incorporated
herein by reference to Appendix B-1 and Appendix B-2 to the
Preliminary Proxy Statement on Schedule 14A filed by the Company
with the SEC on July 1, 2005).
(c)(2) Presentation to the Special Committee of the Board of Directors
prepared by Lehman Brothers, dated as of June 14, 2005.
(d)(1) Agreement and Plan of Merger, dated as of June 14, 2005, by and
among JQH Acquisition LLC, JQH Merger Corporation and John Q.
Hammons Hotels, Inc. (incorporated herein by reference to Appendix A
to the Preliminary Proxy Statement on Schedule 14A filed by the
Company with the SEC on July 1, 2005).
(d)(2) 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. (incorporated
herein by reference to Exhibit 10.1 of the Current Report on Form
8-K filed by the Company on June 20, 2005).
(d)(3) 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, by and among 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 (incorporated herein by reference
to Exhibit 10.2 of the Current Report on Form 8-K filed by the
Company on June 20, 2005).
(d)(4) 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 (incorporated herein by
reference to Exhibit 10.3 of the Current Report on Form 8-K filed by
the Company on June 20, 2005).
(d)(5) 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 (incorporated herein by reference to
Exhibit 10.4 of the Current Report on Form 8-K filed by the Company
on June 20, 2005).
(d)(6) Form of Management Assets and Obligations Distribution Agreement by
and among JQH Acquisition LLC, John Q. Hammons Hotels, Inc., John Q.
Hammons Hotels, L.P., and JQH Hotels Management, LLC, a Delaware
limited liability company (incorporated herein by reference to
Exhibit 10.5 of the Current Report on Form 8-K filed by the Company
on June 20, 2005).
(d)(7) Form of Third Amended and Restated Agreement of Limited Partnership
of John Q. Hammons Hotels, L.P. by and 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 (incorporated herein by reference
to Exhibit 10.6 of the Current Report on Form 8-K filed by the
Company on June 20, 2005).
(d)(8) Form of Redemption Agreement by and among the Revocable Trust of
John Q. Hammons, dated December 28, 1989, as amended and restated,
and John Q. Hammons Hotels, Inc. (incorporated herein by reference
to Exhibit 10.7 of the Current Report on Form 8-K filed by the
Company on June 20, 2005).
12
(d)(9) Form of Fourth Amended and Restated Agreement of Limited Partnership
of [John Q. Hammons Hotels], L.P. by and 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
(incorporated herein by reference to Exhibit 10.8 of the Current
Report on Form 8-K filed by the Company on June 20, 2005).
(d)(10) Form of Tax Indemnity Agreement by and 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., [John Q. Hammons Hotels, L.P.], and John Q. Hammons Hotels
Two, L.P. (incorporated herein by reference to Exhibit 10.9 of the
Current Report on Form 8-K filed by the Company on June 20, 2005).
(d)(11) Form of Sponsor Entity Right of First Refusal Agreement by and 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, John Q. Hammons Center, LLC, and JD Holdings, LLC, and
any Affiliate thereof (incorporated herein by reference to Exhibit
10.10 of the Current Report on Form 8-K filed by the Company on June
20, 2005).
(d)(12) Form of JQH Right of First Refusal Agreement by and among John Q.
Hammons Hotels, L.P., 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 (incorporated herein by reference to Exhibit
10.11 of the Current Report on Form 8-K filed by the Company on June
20, 2005).
(d)(13) Form of Non-Solicitation Agreement by and 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 (incorporated herein by reference to Exhibit 10.12
of the Current Report on Form 8-K filed by the Company on June 20,
2005).
(d)(14) Form of Corporate Overhead Fee Agreement by and between John Q.
Hammons Hotels, L.P. and JQH Acquisition LLC (incorporated herein by
reference to Exhibit 10.13 of the Current Report on Form 8-K filed
by the Company on June 20, 2005).
(d)(15) Form of Development Restriction Agreement by and 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, 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 (incorporated
herein by reference to Exhibit 10.14 of the Current Report on Form
8-K filed by the Company on June 20, 2005).
(d)(16) 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 (incorporated herein by
reference to Exhibit 10.15 of the Current Report on Form 8-K filed
by the Company on June 20, 2005).
(d)(17) Form of Revenue Sharing Agreement by and 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
13
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 (incorporated herein by reference to Exhibit
10.16 of the Current Report on Form 8-K filed by the Company on June
20, 2005).
(d)(18) Form of Management Services Agreement between [TRS Subsidiary] and
John Q. Hammons Management Company, LLC (incorporated herein by
reference to Exhibit 10.17 of the Current Report on Form 8-K filed
by the Company on June 20, 2005).
(d)(19) Form of Stockholders Agreement by and between Acquisition and
certain stockholders (incorporated herein by reference to Exhibit
99.7 of Schedule 13D filed by Acquisition with the SEC on February
9, 2005).
(d)(20) Form of Extension of Stockholders Agreement by and between
Acquisition and certain stockholders (incorporated herein by
reference to Exhibit 99.14 of Amendment No. 3 to Schedule 13D filed
by Acquisition with the SEC on May 6, 2005).
(d)(21) Extension of Stockholders Agreement dated as of April 28, 2005 by
and between Acquisition and Raffles Associates, L.P. (incorporated
herein by reference to Exhibit 99.15 of Amendment No. 3 to Schedule
13D filed by Acquisition with the SEC on May 6, 2005).
(f) Statement Regarding Stockholders' Appraisal Rights (incorporated
herein by reference to the Preliminary Proxy Statement on Schedule
14A filed by the Company with the SEC on July 1, 2005, and by
reference to Appendix C to the Preliminary Proxy Statement on
Schedule 14A filed by the Company with the SEC on July 1, 2005).
(g) Not Applicable.
14
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete and correct.
Dated: August 10, 2005
JOHN Q. HAMMONS HOTELS, INC.
By: /s/ Paul E. Muellner
----------------------------------------
Name: Paul E. Muellner
Title: Chief Financial Officer
/s/ John Q. Hammons
--------------------------------------------
JOHN Q. HAMMONS
REVOCABLE TRUST OF JOHN Q. HAMMONS,
DATED DECEMBER 28, 1989, AS AMENDED AND RESTATED
By: /s/ John Q. Hammons
----------------------------------------
Name: John Q. Hammons
Title: Trustee
HAMMONS, INC.
By: /s/ John Q. Hammons
----------------------------------------
Name: John Q. Hammons
Title: President
JQH ACQUISITION LLC
By: /s/ Jonathan D. Eilian
----------------------------------------
Name: Jonathan D. Eilian
Title: Managing Member
JQH MERGER CORPORATION
By: /s/ Jonathan D. Eilian
----------------------------------------
Name: Jonathan D. Eilian
Title: President
/s/ Jonathan D. Eilian
--------------------------------------------
JONATHAN D. EILIAN
15
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(2)(1) Preliminary Proxy Statement (incorporated herein by reference to the
Preliminary Proxy Statement on Schedule 14A filed by the Company
with the SEC on July 1, 2005).
(a)(2)(2) Letter from the Company to the Stockholders of the Company
(incorporated herein by reference to the Preliminary Proxy Statement
on Schedule 14A filed by the Company with the SEC on July 1, 2005).
(a)(2)(3) Form of Proxy Card (incorporated herein by reference to the
Preliminary Proxy Statement on Schedule 14A filed by the Company
with the SEC on July 1, 2005).
(a)(5)(1) Press Release, dated May 25, 2005 (incorporated herein by reference
to Exhibit 99.1 of the Current Report on Form 8-K filed by the
Company on May 25, 2005).
(a)(5)(2) Press Release, dated June 3, 2005 (incorporated herein by reference
to Exhibit 99.1 of the Current Report on Form 8-K filed by the
Company on June 3, 2005).
(a)(5)(3) Press Release, dated June 15, 2005 (incorporated herein by reference
to Exhibit 99.1 of the Current Report on Form 8-K filed by the
Company on June 15, 2005).
(b)(1) Form of Funding Agreement to be entered into by iStar Financial
Inc., a yet to be determined borrower and a yet to be determined
lender (incorporated herein by reference to Exhibit 10.18 of the
Current Report on Form 8-K filed by the Company on June 20, 2005).
(b)(2) Form of Long Term Line of Credit Agreement between an entity to be
formed by John Q. Hammons and an entity to be formed by Jonathan D.
Eilian (incorporated herein by reference to Exhibit 10.19 of the
Current Report on Form 8-K filed by the Company on June 20, 2005).
(b)(3) Commitment Letter, dated June 23, 2005, between Jonathan D. Eilian
and JQH Acquisition LLC (incorporated by reference to Exhibit 22 of
Amendment No. 5 to the Schedule 13D filed by JQH Acquisition LLC on
June 28, 2005).
(b)(4) Commitment Letter, dated June 23, 2005, from iStar Financial Inc. to
JQH Acquisition LLC (incorporated by reference to Exhibit 21 of
Amendment No. 5 to the Schedule 13D filed by JQH Acquisition LLC on
June 28, 2005).
(c)(1) Opinions of Lehman Brothers, each dated June 14, 2005 (incorporated
herein by reference to Appendix B-1 and Appendix B-2 to the
Preliminary Proxy Statement on Schedule 14A filed by the Company
with the SEC on July 1, 2005).
(c)(2) Presentation to the Special Committee of the Board of Directors
prepared by Lehman Brothers, dated as of June 14, 2005.
(d)(1) Agreement and Plan of Merger, dated as of June 14, 2005, by and
among JQH Acquisition LLC, JQH Merger Corporation and John Q.
Hammons Hotels, Inc. (incorporated herein by reference to Appendix A
to the Preliminary Proxy Statement on Schedule 14A filed by the
Company with the SEC on July 1, 2005).
(d)(2) 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
16
John Q. Hammons, dated December 28, 1989, as amended and restated,
and Hammons, Inc. (incorporated herein by reference to Exhibit 10.1
of the Current Report on Form 8-K filed by the Company on June 20,
2005).
(d)(3) 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, by and among 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 (incorporated herein by reference
to Exhibit 10.2 of the Current Report on Form 8-K filed by the
Company on June 20, 2005).
(d)(4) 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 (incorporated herein by
reference to Exhibit 10.3 of the Current Report on Form 8-K filed by
the Company on June 20, 2005).
(d)(5) 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 (incorporated herein by reference to
Exhibit 10.4 of the Current Report on Form 8-K filed by the Company
on June 20, 2005).
(d)(6) Form of Management Assets and Obligations Distribution Agreement by
and among JQH Acquisition LLC, John Q. Hammons Hotels, Inc., John Q.
Hammons Hotels, L.P., and JQH Hotels Management, LLC, a Delaware
limited liability company (incorporated herein by reference to
Exhibit 10.5 of the Current Report on Form 8-K filed by the Company
on June 20, 2005).
(d)(7) Form of Third Amended and Restated Agreement of Limited Partnership
of John Q. Hammons Hotels, L.P. by and 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 (incorporated herein by reference
to Exhibit 10.6 of the Current Report on Form 8-K filed by the
Company on June 20, 2005).
(d)(8) Form of Redemption Agreement by and among the Revocable Trust of
John Q. Hammons, dated December 28, 1989, as amended and restated,
and John Q. Hammons Hotels, Inc. (incorporated herein by reference
to Exhibit 10.7 of the Current Report on Form 8-K filed by the
Company on June 20, 2005).
(d)(9) Form of Fourth Amended and Restated Agreement of Limited Partnership
of [John Q. Hammons Hotels], L.P. by and 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
(incorporated herein by reference to Exhibit 10.8 of the Current
Report on Form 8-K filed by the Company on June 20, 2005).
(d)(10) Form of Tax Indemnity Agreement by and 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., [John Q. Hammons Hotels, L.P.], and John Q. Hammons Hotels
Two, L.P. (incorporated herein by reference to Exhibit 10.9 of the
Current Report on Form 8-K filed by the Company on June 20, 2005).
17
(d)(11) Form of Sponsor Entity Right of First Refusal Agreement by and 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, John Q. Hammons Center, LLC, and JD Holdings, LLC, and
any Affiliate thereof (incorporated herein by reference to Exhibit
10.10 of the Current Report on Form 8-K filed by the Company on June
20, 2005).
(d)(12) Form of JQH Right of First Refusal Agreement by and among John Q.
Hammons Hotels, L.P., 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 (incorporated herein by reference to Exhibit
10.11 of the Current Report on Form 8-K filed by the Company on June
20, 2005).
(d)(13) Form of Non-Solicitation Agreement by and 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 (incorporated herein by reference to Exhibit 10.12
of the Current Report on Form 8-K filed by the Company on June 20,
2005).
(d)(14) Form of Corporate Overhead Fee Agreement by and between John Q.
Hammons Hotels, L.P. and JQH Acquisition LLC (incorporated herein by
reference to Exhibit 10.13 of the Current Report on Form 8-K filed
by the Company on June 20, 2005).
(d)(15) Form of Development Restriction Agreement by and 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, 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 (incorporated
herein by reference to Exhibit 10.14 of the Current Report on Form
8-K filed by the Company on June 20, 2005).
(d)(16) 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 (incorporated herein by
reference to Exhibit 10.15 of the Current Report on Form 8-K filed
by the Company on June 20, 2005).
(d)(17) Form of Revenue Sharing Agreement by and 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
(incorporated herein by reference to Exhibit 10.16 of the Current
Report on Form 8-K filed by the Company on June 20, 2005).
(d)(18) Form of Management Services Agreement between [TRS Subsidiary] and
John Q. Hammons Management Company, LLC (incorporated herein by
reference to Exhibit 10.17 of the Current Report on Form 8-K filed
by the Company on June 20, 2005).
(d)(19) Form of Stockholders Agreement by and between Acquisition and
certain stockholders (incorporated herein by reference to Exhibit
99.7 of Schedule 13D filed by Acquisition with the SEC on February
9, 2005).
(d)(20) Form of Extension of Stockholders Agreement by and between
Acquisition and certain stockholders (incorporated herein by
reference to Exhibit 99.14 of Amendment No. 3 to Schedule 13D filed
by Acquisition with the SEC on May 6, 2005).
(d)(21) Extension of Stockholders Agreement dated as of April 28, 2005 by
and between Acquisition and Raffles Associates, L.P. (incorporated
herein by reference to Exhibit 99.15 of Amendment No. 3 to Schedule
13D filed by Acquisition with the SEC on May 6, 2005).
(f) Statement Regarding Stockholders' Appraisal Rights (incorporated
herein by reference to the Preliminary Proxy Statement on Schedule
14A filed by the Company with the SEC on July 1, 2005, and by
reference to Appendix C to the Preliminary Proxy Statement on
Schedule 14A filed by the Company with the SEC on July 1, 2005).
18