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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
JANUARY 29, 2002
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Date of report (Date of earliest event reported)
SUBURBAN LODGES OF AMERICA, INC.
(Exact Name of Registrant as Specified in Its Charter)
GEORGIA 000-28108 58-1781184
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
300 GALLERIA PARKWAY, SUITE 1200
ATLANTA, GEORGIA 30339
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(Address of Principal Executive Offices) (Zip Code)
(770) 779-5000
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report
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ITEM 5. OTHER EVENTS.
On January 29, 2002, Suburban Lodges of America, Inc. (the "Company")
and Intown Suites Management, Inc. ("Parent") announced that they had entered
into an Agreement and Plan of Merger (the "Merger Agreement") among Intown
Holding Company L.L.C., ("Holding"), Parent, Intown Sub, Inc. ("Sub") and the
Company. Under terms of the Merger Agreement, the Company will become a wholly
owned subsidiary of Parent, and each outstanding share of the Company's common
stock, par value $0.01 per share ("Company Common Stock") will be cancelled and
converted into the right to receive an amount in cash equal to $8.25, plus a
unit of beneficial interest in a liquidating trust.
Closing of the proposed merger is subject to various customary
conditions, including the adoption and approval of the Merger Agreement by the
Company's shareholders. In connection with the Merger Agreement, the directors,
an affiliate of certain directors and several executive officers of the Company,
who in the aggregate have the power to vote approximately 29% of the Companies'
outstanding shares, have entered into an agreement (the "Voting
Agreement") to support and to vote in favor of the merger at the Company's
shareholders' meeting.
Concurrently with the execution and delivery of the Merger Agreement,
the Company amended the Amended and Restated Rights Agreement, dated May 4,
2001, between the Company and American Stock Transfer & Trust Company (the
"Rights Agreement") pursuant to Amendment No. 1 to the Amended and Restated
Rights Agreement dated January 29, 2002 between the Company and American Stock
Transfer & Trust Company (the "Rights Agreement Amendment") for purposes of,
among other things, (i) amending the definition of Acquiring Person in the
Rights Agreement to provide that none of Holding, Parent or Sub will be deemed
to be an Acquiring Person for the purposes of the Rights Agreement as a result
of the transactions contemplated by the Merger Agreement, (ii) amending the
definition of Share Acquisition Date in the Rights Agreement to provide that no
Share Acquisition Date shall occur as a result of the actions taken in
connection with and pursuant to the Merger Agreement, and (iii) adding a new
Section 7(f) to the Rights Agreement to provide that the Rights Agreement will
terminate upon consummation of the merger pursuant to the Merger Agreement.
In addition, on January 29, 2002, Parent deposited $5 million cash in
an escrow account with SouthTrust Bank (the "Escrow Agent"), to be held and
disbursed in accordance with the terms of a Deposit Escrow Agreement, dated
January 29, 2002, among the Company, Parent and the Escrow Agent. (the "Escrow
Agreement").
The foregoing summary is qualified in its entirety by reference to the
Merger Agreement, the Voting Agreement, the Rights Agreement Amendment, the
Escrow Agreement and the press release announcing the proposed merger, which are
attached as exhibits hereto and are incorporated herein by reference in their
entirety.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
NONE.
(b) Pro Forma Financial Information.
NONE.
(c) Exhibits.
The following exhibits are filed with this Report:
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated January 29, 2002, among
Intown Holding Company, L.L.C., Intown Suites Management,
Inc., Intown Sub, Inc., and Suburban Lodges of America, Inc.
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EXHIBIT NO. DESCRIPTION
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2.2 Voting Agreement, dated January 29, 2002, among Intown Suites
Management, Inc. and the parties listed on Schedule A thereto.
2.3 Deposit Escrow Agreement, dated January 29, 2002 among
Suburban Lodges of America, Inc., Intown Suites Management,
Inc. and SouthTrust Bank.
4.3 Amendment No. 1 to Amended and Restated Rights Agreement dated
as of January 29, 2002 between Suburban Lodges of America,
Inc. and American Stock Transfer & Trust Company.
99.1 Joint Press Release dated November 29, 2002.
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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.
SUBURBAN LODGES OF AMERICA, INC.
(Registrant)
By: /s/ Paul A. Criscillis, Jr.
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Name: Paul A. Criscillis, Jr.
Title: Vice President and Chief Financial Officer
Dated: January 30, 2002
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EXHIBITS
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated January 29, 2002, among
Intown Holding Company, L.L.C., Intown Suites Management,
Inc., Intown Sub, Inc., and Suburban Lodges of America, Inc.
2.2 Voting Agreement, dated January 29, 2002, among Intown Suites
Management, Inc. and the parties listed on Schedule A thereto.
2.3 Deposit Escrow Agreement, dated January 29, 2002 among
Suburban Lodges of America, Inc., Intown Suites Management,
Inc. and SouthTrust Bank.
4.3 Amendment No. 1 to Amended and Restated Rights Agreement dated
as of January 29, 2002 between Suburban Lodges of America,
Inc. and American Stock Transfer & Trust Company.
99.1 Joint Press Release dated November 29, 2002.