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UNITED STATES
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): December 9, 1997
U.S. FRANCHISE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
State of Delaware 0-28908 58-2190911
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
13 Corporate Square, Suite 250, Atlanta, GA 30329
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(Address of principal execution offices) (zip code)
Registrant's telephone number, including area code (404) 321-4045
Not applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events:
On December 9, 1997, the Registrant signed definitive agreements in
connection with the acquisition of the entire interest in the Registrant's
Hawthorn Suites brand of hotels currently owned by Hawthorn Suites Associates
("HSA") and HSA Properties, Inc. ("HPI") through their ownership collectively of
a 99% membership interest in HSA Properties, LLC ("HSA LLC"). The acquisition
will be accomplished by a merger of the Registrant with and into USFS Hawthorn,
Inc., a newly formed corporation ("USH"). USH will be the surviving corporation
in the merger.
In connection with the acquisition, HSA will be issued 2,199,775 shares
of Class A common stock of the surviving corporation, HPI will be issued 22,447
shares of Class A common stock of the surviving corporation, and each holder of
the Registrant's Class A common stock and Class B common stock will be issued an
equal number of shares of Class A common stock or Class B common stock, as the
case may be, of the surviving corporation.
Consummation of the acquisition is subject to approval by holders of a
majority of the Registrant's outstanding common stock and other customary
closing conditions. Holders of a majority of the Registrant's outstanding voting
power have indicated their intention to vote in favor of the acquisition. The
acquisition is expected to be consummated in the first quarter of 1998, although
there can be no assurances that the acquisition will be consummated.
The following documents are attached as Exhibits hereto and are hereby
incorporated by reference.
Item 7. Exhibits
Exhibit Number
(Referenced to Item 601
or Regulation S-K) Description of Exhibit
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Exhibit 2.1 Agreement and Plan of Merger dated
as of December 9, 1997 by and
between U.S. Franchise Systems,
Inc. and USFS Hawthorn, Inc.
Exhibit 99.1 Registrant's Press Release dated
December 10, 1997
Exhibit 99.2 Contribution Agreement dated as
of December 9, 1997 by and among
Hawthorn Suites Associates, HSA
Properties, Inc., USFS Hawthorn,
Inc. and U.S. Franchise Systems,
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, thereunto duly authorized.
Date: December 19, 1997
U.S. FRANCHISE SYSTEMS, INC.
By: /s/ Neal K. Aronson
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Neal K. Aronson
Executive Vice-President
and Chief Financial Officer
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EXHIBIT INDEX
Pursuant to Item 601 of Regulation S-K
Exhibit No Description of Exhibit
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2.1 Agreement and Plan of Merger
dated as of December 9, 1997 by and
between U.S. Franchise Systems, Inc. and
USFS Hawthorn, Inc.
99.1 Registrant's Press Release,
dated December 10, 1997.
99.2 Contribution Agreement dated as of
December 9, 1997 by and among Hawthorn
Suites Associates, HSA Properties, Inc.,
USFS Hawthorn, Inc. and U.S. Franchise
Systems, Inc.