April 26, 2001
Dear Fellow Shareholder:
The accompanying press release contains important
information, which I urge you to read carefully.
Recent Developments
Early last week, in a required filing with the
U.S. Securities and Exchange Commission, an investor group led by Raymond
Adam D�Olier French (the �French Group�) disclosed its intention to seek
the election of two of its own hand-picked nominees, including Mr. French,
to your Company�s Board of Directors. The French Group includes Mr. French
(age 31) and several entities domiciled outside of the U.S., including
investment vehicles based in Luxembourg and the Channel Islands. Collectively,
members of the French Group own 778,100 shares (or 6.5%) of the Company�s
Common Stock.
The French Group claims its nominees will advocate
unspecified improvements to the Company�s operating margins and a sale
of our Company-owned hotels. If the hotels cannot be sold �within a reasonable
period of time,� they will advocate a sale of the entire Company. In other
words, the French Group�s nominees want to pursue the same share value
enhancement initiatives already implemented by your Company�s Board and
management.
As indicated in the accompanying press release,
six months ago, long before the French Group purchased many of its shares,
we hired Salomon Smith Barney, a national investment banking firm with
a recognized expertise in the hotel industry, to assist us in evaluating
options to maximize our share value. The strategic options explored by
Salomon Smith Barney included a sale of a portion or all of the Company�s
assets and a merger of the Company with (or a sale of the Company to) a
third party. If a transaction resulted from its efforts, Salomon Smith
Barney would have been paid a very substantial fee.
Forty-five potential buyers of all or part of
the Company were contacted in this process. After nearly six months of
exploration, we received only one highly-conditional proposal to acquire
the Company.
The proposal was conditioned upon the buyer�s
ability to obtain required financing, which would be difficult in the current
weak market environment. Our subsequent efforts to negotiate an elimination
of the financing condition resulted in new proposals with new conditions
from the would-be acquirer, including a proposed four-month due diligence
period. However, in our opinion, such negotiations did not result in a
better offer than the only written proposal received by the Company, which
was deemed inadequate due to, among other things, the financing condition.
For these reasons, among others, the proposal was rejected unanimously
by your Board.
The Company also received an inquiry from a third
party regarding a potential merger of equals. However, after serious consideration
and exploration, each of the parties determined not to pursue the concept.
After lengthy deliberation, we have concluded
that, at this time, the best way to maximize value for shareholders is
to continue with successful efforts to grow the Suburban Lodge and GuestHouse
International franchises, complemented by ongoing share repurchases and
opportunistic sales of real estate assets. We believe this program will
result in increased earnings per share, which will be reflected favorably
in the market price of the Company�s Common Stock.
Your Company�s Board and management are mindful
of the options available to us. If we are presented with one or more appropriate
opportunities to grow share value, we are prepared to act promptly.
HotelTools
The French Group also claims that, if elected,
its nominees would direct your Company�s management to find a buyer for
the Company�s HotelTools loan and warrants. Once again, the French Group
is claiming it will do what your Board and management already have begun.
In early March, long before the French Group declared
its plans for HotelTools, your Board and management encouraged HotelTools
to seek a buyer of HotelTools. Since then, we have been informed by HotelTools
that it is actively engaged in discussions with several prospective buyers.
What�s Wrong with the French Group?
First, the Company�s Board and management already
are pursuing what the French Group advocates for your Company and we have
been doing this for some time. We have no reason to believe the French
Group�s nominees would add value to this process.
Second, in our opinion, the French Group�s public
declarations already have undermined our efforts to grow share value. We
believe the French Group has demonstrated an alarming insensitivity to
the concerns of our existing and potential franchisees and a superficial
grasp of the most effective ways to enhance share value.
Share Value Will Not be Maximized in a �Fire
Sale�
We already have committed ourselves to the sale
and conversion of Company-owned hotels into new franchised hotels. These
efforts are ongoing.
We believe the French Group�s public demand for
a more �aggressive� approach to the sale of our Company-owned hotels is
undermining our efforts to obtain the best price for the properties from
interested third-parties. Ask yourself, would you �pay up� for our Company-owned
properties if you believed we were under pressure to sell the properties?
Similarly, we already have explored a possible sale of the Company. The
French Group�s public statements have only contributed to franchisee anxiety
over our long-term commitment to the Suburban Lodge and GuestHouse International
brands. In summary, we believe the French Group has yet to propose
anything better than what we already are doing to increase the value of
your shares. We also believe the French Group�s actions already have undermined
efforts to grow share value today.
Increasing the Value of Our Investment
You should know that I own 2,750,437 shares (or
22.9% of the Company�s outstanding shares) - - more than three and one-half
times the number of shares owned by the French Group. I am the Company�s
single largest owner and, therefore, no one has a greater interest in the
Company�s share price than I do.
Like you, I want to see the value of my investment
increase now and over time. I can assure you that, like me, your Company�s
Board and management is committed to the Suburban Lodges of America, Inc.
aggressive pursuit of all options to maximize the value of our investment
in the Company.
Unfortunately, the proxy contest now threatened
by the French Group will be disruptive. Ultimately, our performance will
be undermined at least to some degree.
Under the circumstances, including renewed franchisee
concerns over our commitment to the Company�s brands, we believe the presence
of one or more of the French Group�s nominees on the Board threatens to
be even more disruptive and costly for shareholders. For these reasons,
among others, we support election of your Board�s nominees and oppose election
of the French Group�s nominees to your Company�s Board of Directors.
We strongly urge you to reject the French Groups�
nominees by refusing to sign or return the GOLD proxy card sent to you
by the French Group or its agents. Separately, if you have not already
signed and returned the WHITE proxy card sent to you by the Company�s Board
of Directors, we urge you to sign, date and return the enclosed WHITE proxy
card, using the postage-paid envelope provided.
In the coming weeks, we plan to communicate with
you again regarding the issues raised in this election. You also will be
receiving communications from the French Group.
In the meantime, if you need assistance in voting
your shares, please call D. F. King & Co., Inc., which is assisting
us with the solicitation of your vote, toll-free at 1-800-488-8035.
We look forward to keeping you informed.
Sincerely yours,
/s/
David E. Krischer Chief Executive Officer |