FORM 8-k

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

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): September 5, 2003

 

 

CHOICE HOTELS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

   001-13393   52-1209792

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification Number)

 

10750 Columbia Pike, Silver Spring, Maryland

   20901

(Address of principal executive offices)

   (Zip Code)

 

Registrant’s telephone number, including area code (301) 592-5000

 

Item 5.   Other Events and Regulation FD Disclosure

 

On September 4, 2003, Choice Hotels International, Inc. (“Choice”) and Sunburst Hospitality Corporation (“Sunburst”) entered into an Amendment Agreement regarding certain terms of the 11.375% Series A Senior Subordinated Discount Note due 2008, with a principal amount of $41,318,000, issued by Sunburst to Choice on January 4, 2001 (the “Note”). As an incentive for Sunburst to accelerate repayment of the Note, Choice has agreed to modify the yield maintenance provision of the Note. Pursuant to the Amendment Agreement, at any time prior to January 31, 2004, upon Sunburst’s election to redeem the Note, Choice will amend the existing optional redemption provision to allow Sunburst to redeem the Note at a percentage of the principal amount that is equal to (i) 105.6875%, plus (ii) 2.84375% multiplied by the number of days prior to January 5, 2005 that redemption is made, divided by 365 days.

 

Item 7.   Financial Statements and Exhibits.

 

(c)

 

Exhibit 99.1 – Amendment Agreement between Choice Hotels International, Inc. and Sunburst Hospitality Corporation, dated September 4, 2003

 

Exhibit 99.2 – 11.375% Series A Senior Subordinated Discount Note due 2008, issued by Sunburst Hospitality Corporation to Choice Hotels International, Inc.

 

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 hereunto duly authorized.

 

 

Date: September 5, 2003

          

/s/    JOSEPH M. SQUERI        

           

(Joseph M. Squeri)

Senior Vice President, Development and Chief Financial Officer