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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
Date of Report: (Date of earliest event reported): January 16, 1997
Studio Plus Hotels, Inc.
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(Exact name of Registrant as Specified in its Charter)
Virginia 34-0-25340 61-1273532
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1999 Richmond Road, Suite Four, Lexington, Kentucky 40502
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (606) 269-1999
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant.
On January 16, 1997, the Registrant executed an Agreement and Plan of
Merger, dated as of January 16, 1997 (the "Merger Agreement"), among Extended
Stay America, Inc. ("ESA"), ESA Merger Sub, Inc., a wholly owned subsidiary of
ESA ("Merger Sub"), and the Registrant, pursuant to which, among other things,
(a) Registrant will merge with and into Merger Sub, (b) the Merger Sub will be
the surviving corporation in the merger, and (c) each shareholder of the
Registrant will be entitled to receive a number shares of ESA common stock in
exchange for shares of the Registrant's common stock pursuant to an exchange
ratio of 1.2272 shares of ESA common stock for each share of the Registrant's
common stock.
The Board of Directors of the Registrant has unanimously approved the
Merger Agreement. The merger is subject to approval by the Registrant's
shareholders, approval by ESA's stockholders, and certain other conditions.
For further information concerning the merger and the Merger Agreement, see
Exhibit 2 hereto, which is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit 2 - Agreement and Plan of Merger, dated as of January 16,
1997, among Extended Stay America, Inc., ESA Merger Sub,
Inc. and Studio Plus Hotels, Inc.
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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.
STUDIO PLUS HOTELS, INC.
Date: January 17, 1997 By: /s/ James C. Baughman, Jr.
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Name: James C. Baughman, Jr.
Title: Chief Financial Officer
and Treasurer
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INDEX TO EXHIBITS
Exhibit Number and Description
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2 Agreement and Plan of Merger, dated as of January 16, 1997, among
Extended Stay America, Inc., ESA Merger Sub, Inc. and Studio Plus
Hotels, Inc. The Registrant agrees to furnish supplementally a copy
of any omitted schedule to the SEC upon request.
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