ATLANTA and INDIANAPOLIS, In., Jan. 28, 1999 - Jameson
Inns, Inc. (Nasdaq: JAMS and JAMSP) and Signature Inns, Inc. (Nasdaq: SGNS
and SGNSP) jointly announced today that they have entered into a definitive
agreement to merge the companies in a transaction which will create
a hotel real estate investment trust (REIT) with approximately $250 million
in assets and two hotel brands representing 107 operating hotels and 19
hotel sites under development in 14 states in the southeastern and midwestern
United States.
Under the terms of the agreement which was approved unanimously by the
Boards of Directors of both companies, Jameson will be the surviving company.
The holders of the outstanding Signature common stock will receive one-half
share of Jameson common stock and a cash payment of $1.50 in exchange for
each share of Signature common stock. The amount of the cash payment will
be reduced if a dividend is declared and paid to the holders of the Signature
common stock prior to the consummation of the merger. Such a dividend distribution
may be required to distribute all earnings and profits, as defined under
federal tax law, of Signature prior to the merger to protect the REIT status
of Jameson. Holders of the outstanding shares of Signature $1.70 Cumulative
Convertible Preferred Stock, Series A, will receive an equal number of
shares of a new series of Jameson cumulative convertible preferred stock
having substantially the same terms as the Signature Series A preferred,
including an annual preferred dividend right of $1.70 per share and a liquidation
preference of $20.00 per share. Upon conversion of each share of the new
Jameson preferred stock (at any time in the future), holders will be entitled
to receive 1.04 shares of Jameson common stock and a cash payment of $3.125.
The acquisition is expected to be accretive to Jameson Inns' funds from
operations for 1999. At closing, Mr. John D. Bontreger will be named President
of the Signature Inns division; Craig Kitchin will remain president and
CFO, and Thomas W. Kitchin will continue as chairman and CEO of the combined
company.
Consummation of the merger is subject to a number of conditions, including
the continued accuracy of the representations and warranties of the parties
in the merger agreement, no withdrawal of the fairness opinions rendered
to the respective boards of directors and approval by the holders of the
outstanding Signature common stock and preferred stock and the holders
of the outstanding Jameson common stock.
It is anticipated that special meetings of the stockholders of the companies
will be held in April or May of this year, and the closing will occur promptly
afterwards if the transaction receives the requisite stockholder approval.
Complete details of the terms of the merger will be contained in a joint
definitive proxy statement/prospectus which will be provided to the stockholders
of both companies and which will be part of a registration statement filed
with the Securities and Exchange Commission.
Both companies own limited service hotels which cater primarily to the
business traveler. Jameson Inns are located in the southeast while Signature
Inns are in six midwestern states. Thomas W. Kitchin, Chairman of the Board
of Jameson Inns, Inc., stated, "We believe this is an exceptional opportunity
to acquire a high-quality portfolio of hotel properties in excellent locations
and to expand our presence into the midwest. We further believe this transaction
provides compelling financial and strategic benefits to our shareholders
increasing our capitalization by over $100 million and the number of rooms
owned by 80%. The combination of the two companies blends management teams
that have the same philosophy toward building hotel brands. Our plan is
to grow both brands which operate at different price points. Jameson and
Signature have employed the same strategy of not franchising their brands
in order to bring consistency and predictability to the traveling public.
The geographic spread of properties for the company provides diversification
beyond the southeast for Jameson into the midwest. The merger increases
the eight states where Jameson currently has locations to 14 states after
the merger. The combined company expects to have approximately 8,000 hotel
rooms in operation by the end of 1999." Kitchin went on to say, "The combined
talent of both companies will result in a very strong management team."
"The combination of the two organizations represents the culmination
of our efforts to explore strategic alternatives with a goal of maximizing
shareholder value. We believe this merger transaction with Jameson best
accomplishes this objective," stated John D. Bontreger, president and chairman
of the board of Signature Inns, Inc. "We believe the REIT structure will
be more efficient for the ownership of our hotels and provide our shareholders
an increase in stock value along with ongoing dividends. The Signature
Inn chain has gained significant public acceptance in the midwest through
our commitment to high quality service to our guests. This transaction
will provide greater opportunity to grow the Signature brand. The Signature
divisional office will remain in Indianapolis and our employees will remain
intact. The similar cultures and philosophies make this a great fit for
us and our employees and the management team looks forward to being a part
of the Jameson organization," Bontreger continued.
Jameson, based in Atlanta, Georgia, is a real estate investment trust
which owns 82 operating Jameson Inns located in the states of Georgia,
Alabama, Mississippi, North Carolina, South Carolina and Tennessee (representing
approximately 3,800 available rooms) and has 20 additional Inns currently
under development, including sites in Florida and Virginia. All of its
Inns are leased to and operated by Jameson Hospitality, LLC which has approximately
1,900 employees.
Signature owns 25 Signature Inns located in the states of Illinois,
Iowa, Ohio, Kentucky and Tennessee (representing approximately 3,000 available
rooms) and has a total of 750 employees. It is anticipated that these properties
will continue to be operated under the Signature Inns name as a separate
division of Jameson.
NOTE: Statements in this press release which are not strictly historical
are "forward-looking" and are subject to the many risks and uncertainties
which affect the Company's business. These uncertainties, which include
competition within the lodging industry, the balance between supply and
demand for hotel rooms, the Company's ability to execute new hotel construction
or acquisition programs, the effect of economic conditions, and the availability
of capital to finance planned growth, are detailed from time to time in
the Company's filings with the Securities and Exchange Commission.
The Company does not undertake any obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Combined Number
of Jameson and Signature Inn Locations Operating and Under Development:
State |
Locations Open |
Locations Under Dev. |
Rooms Under Dev. |
Alabama |
18 |
|
|
Georgia |
32 |
3 |
192 |
Mississippii |
1 |
5 |
336 |
North Carolina |
13 |
|
|
South Carolina |
13 |
|
|
Tennessee |
6 |
5 |
308 |
Florida |
0 |
4 |
260 |
Virginia |
|
2 |
124 |
Illinois |
3 |
|
|
Indiana |
13 |
|
|
Kentucky |
3 |
|
|
Ohio |
4 |
|
|
Iowa |
1 |
|
|
Totals
|
107 |
19 |
1,220 |
Total number of rooms currently available: 6,929
Total rooms available after development completion: 8,149
|
Jameson Inns |
Signature Inns |
Combined |
Owned Hotels |
|
|
|
In operation |
82 |
25 |
107 |
Under development |
19 |
- |
19 |
|
|
|
|
Guestrooms in operation |
3,870 |
3,059 |
6,929 |
|
|
|
|
YTD through Sept 30, 1998 |
|
|
|
Occupancy |
64.5% |
64.2% |
|
ADR |
$49.94 |
$60.39 |
|
REVPAR |
$32.28 |
$38.75 |
|
|