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 Suburban Lodges of America, Inc. Pursues 
Maximizing Share Value Without a �Fire Sale�

 
ATLANTA - April 27, 2001-- Suburban Lodges of America, Inc. (NASDAQ: SLAM), owner/franchisor of the Suburban Lodge and GuestHouse International hotel brands and operator of 65 Company-owned hotels, announced today that it has mailed its first quarter earnings press release and the following letter to its shareholders: 
 
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 

Suburban Lodges of America, Inc. owns, franchises and manages Suburban Lodge hotels, the nation�s largest economy extended stay lodging chain, and franchises GuestHouse International hotels, the owner-friendly brand of mid-market nightly hotels. 

This news release includes statements concerning the Company�s plans, beliefs and expectations for future periods. These �forward-looking statements� may be identified by the use of words such as �intends,� �contemplates,� �believes,� �anticipates,� �expects,� �should,� �could,� �would� and words of similar import. 

 
 

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Contact:
Suburban Lodges of America, Inc.
D.F. King & Co., Inc.
Greg Lehman, 212/493-6965

Also See Suburban Lodges Planning $7.5 million Loan to Hoteltools.com for Launch; Portal Will Provide all Facets of Hospitality Management, Reservations and Procurement / June 2000 
Suburban Lodges Increases Hotel Pipeline to More than 300 / Jan 2001 


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