This one didn't show up on the website you posted and looks
interesting to me if I interpret it correctly. It seems that
as an sppr holder I get 1.3 shares of HUMP plus ~4.50 in cash
which currently works at to $14.90 (HUMP at $8.00). SPPR is
trading at 12. Looking at HUMP's 5 yr performance and dividend
record it doesn't look like a bad stock keep.
Company Press Release
SOURCE: Supertel Hospitality, Inc.
Humphrey Hospitality Trust, Inc. and Supertel Hospitality, Inc. Announce Plans to Merge
SILVER SPRING, Md. and NORFOLK, Neb., June 11 /PRNewswire/ -- Humphrey
Hospitality Trust, Inc. (Nasdaq: HUMP - news) and Supertel Hospitality, Inc. (Nasdaq: SPPR -
news) announced today that they have entered into an Agreement and Plan of Merger. Under
the agreement, Humphrey Hospitality would exchange 1.30 shares of Humphrey Hospitality
common stock for each share of Supertel common stock. The boards of both companies have approved the merger. The merger
is subject to a number of conditions, including approval by the shareholders of Humphrey Hospitality and the stockholders of
Supertel. Completion of the merger is expected in September or October 1999.
The agreement provides for the stockholders of Supertel to receive a pre-closing dividend of Supertel's earnings and profits,
which Supertel presently expects to be in the range of $4.50 to $4.80 per share. The special dividend would be payable only if
the merger occurs. Supertel has the right to terminate the agreement if the dividend is less than $4.00 per share of Supertel
common stock.
Under the merger agreement, Humphrey Hospitality would acquire the hotel assets of Supertel. The 63 hotels (containing
4,558 rooms) and one office building acquired by Humphrey Hospitality under the merger will be leased to Humphrey
Hospitality Management. Humphrey Hospitality Management also leases and manages 26 Humphrey Hospitality hotels.
Humphrey Hospitality currently pays a monthly dividend of 7.5 cents (90 cents annually) per share of Humphrey Hospitality
common stock. After the merger, Humphrey Hospitality will own 89 hotels with approximately 6,100 rooms in 19 states.
Humphrey Hospitality's board of directors will have seven members following the merger. James I. Humphrey, George R.
Whittemore and Jeffrey Zwerdling will continue as member of Humphrey Hospitality's board of directors. The merger
agreement provides that Paul Schulte, Steve Borgmann, Loren Steele and Joseph Caggiano, currently members of the Supertel
board of directors, will become members of the Humphrey Hospitality board of directors. Paul Schulte will serve as
Humphrey Hospitality's chairman of the board of directors and chief executive officer and James I. Humphrey will serve as
vice chairman, president and chief operating officer following the merger.
''The combination of the two companies will produce one of the largest limited service lodging REITs,'' said James
Humphrey, chairman and president of Humphrey Hospitality. ''With our hotels on the East Coast, and Supertel's in the
Midwest and Texas, there is a good geographic fit and the opportunity to generate economies of scale in the management of our
properties.''
''We think our similar management philosophies make us very compatible,'' said Paul J. Schulte, president and chief executive
officer of Supertel. ''And we believe that the REIT structure is in the best interest of our shareholders and offers the greatest
potential on a long-term basis.''
Humphrey Hospitality is a real estate investment trust for federal income tax purposes. Humphrey Hospitality, through a
wholly-owned subsidiary, holds a controlling partnership interest in a partnership that owns 26 existing limited service hotels
under the Hampton Inn, Holiday Inn Express, Comfort Inn, Days Inn, Rodeway Inn, Best Western and Shoney's Inn names. The
Humphrey Hospitality properties are located primarily in the Mid-Atlantic and Florida. Humphrey Hospitality Management
is owned by James Humphrey, chairman and president of Humphrey Hospitality.
Supertel owns and operates limited service hotel properties under the Super 8, Comfort Inn and Wingate Inn names located
primarily in the Midwest and Texas.
After the merger, Humphrey Hospitality's headquarters will remain in Silver Spring, Maryland. Humphrey Hospitality
Management will maintain hotel management offices in Norfolk, Nebraska, and Silver Spring, Maryland.
Supertel Hospitality also reported its current operations outlook. ''We continue to experience pressure from rising wage
rates,'' said Schulte. ''In addition, we are seeing slightly lower occupancy rates in some of our markets.'' Supertel presently
forecasts net income to be in the range of $0.30 to $0.34 per share in the second quarter of 1999, compared with $0.35 in the
year-ago period. For the full year, the company expects net income to be in the range of $1.10 to $1.15 per share in 1999.
A registration statement relating to the securities to be issued in the merger will be filed with the Securities and Exchange
Commission, but has not yet been filed or become effective. The securities may not be sold, nor may offers to buy be accepted,
prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the
solicitation of any offer to buy, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under the securities laws of any such state.
Statements made in the press release that are forward-looking in nature are intended to be forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934 and may involve risk and uncertainties. These statements
may differ materially from actual future events or results. Readers are referred to documents filed by Supertel and Humphrey
Hospitality with the Securities and Exchange Commission, including their Annual Reports on Form 10-K for the year ended
December 31, 1998, which identifies significant risk factors which could cause actual results to differ from those contained in
the forward-looking statements.
SOURCE: Supertel Hospitality, Inc. |
