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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission file number 0-9032
SONESTA INTERNATIONAL HOTELS CORPORATION
----------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 13-5648107
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Clarendon Street, Boston, Massachusetts 02116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 421-5400
Securities registered pursuant to Section 12 (b) of the Act:
NONE
(Title of Class)
Securities registered pursuant to Section 12 (g) of the Act:
Title of each class Name of each exchange on which registered
Class A Common Stock
$ .80 par value NASDAQ
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss.229,405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. |X|
The aggregate market value of the common stock held by non-affiliates of
the registrant as of the close of business on March 17, 2000 was $7,812,359.
The number of shares outstanding of the registrant's common stock as of
the close of business on March 17, 2000 was 3,715,230.
Documents incorporated by reference
1. Portions of the annual report to shareholders for the year ended
December 31, 1999 are incorporated by reference into Parts I, II and IV.
2. Portions of the proxy statement for the 2000 annual meeting of
stockholders are incorporated by reference into Part III.
An Index to Exhibits appears on pages 13 through 19 of this Form 10-K.
- --------------------------------------------------------------------------------
1
PART I
Item 1. Business
(a) General Development of Business: The Company is engaged in the operation
of hotels that it owns or leases in Boston (Cambridge), Massachusetts; Key
Biscayne, Florida; New Orleans, Louisiana; and Anguilla, B.W.I. It also
operates, under management agreements, hotels in Southampton, Bermuda; New
Orleans, Louisiana; and Cairo, Luxor, Port Said and Sharm el Sheikh (2),
Egypt; and two Nile River cruise vessels. The Company had paid $2 million
for a 22% ownership interest in the hotel and casino it operated under a
management contract in Curacao, Netherlands Antilles, but in May 1998, the
Company elected not to fund a performance threshold deficit and the owner
of the property exercised its right to terminate the Company's management
contract, which termination became effective in June 1999. In connection
with that termination, the Company received a $1.875 million termination
fee and transferred to the property owner its 22% ownership interest. The
Company has entered into management agreements to operate new hotels being
created in Taba and Nuweiba, Egypt; these projects are scheduled to open
in 2001 or 2002. The Company has for several years licensed the use of the
Sonesta name to two hotels in Aruba; in 1999, the Company entered into
master franchise agreements for Peru and Italy, and currently also
licenses five (5) hotels in Peru, and a golf resort in Tuscany, Italy. The
Company terminated contracts under which it operated two properties in
Hurghada, Egypt, effective in early January 1998, and a license agreement
for a hotel in Santiago, Chile was terminated effective at the end of
February 1998. In July 1998, the Company acquired ownership of Sonesta
Beach Resort, in Key Biscayne, Florida, a property it has operated for
many years. In February 1999, the owner of the hotel in El Gouna, Egypt
that the Company has both operated and licensed notified the Company that
it was terminating its relationship with the Company for that property,
effective in May 1999. In November 1995, the Company acquired a 100-room
resort in Anguilla, B.W.I., which at that time was closed due to damage
from Hurricane Luis, in September 1995.
(b) Refer to Note 2 to the Company's consolidated financial statements for
information concerning the segment(s) in which the Company operates.
(c) Narrative Description of Business: The Company's business is to a great
extent dependent upon a high level of economic activity. The hotel
business is highly competitive. The facilities of competitors are often
affiliated with national or regional chains having more room
accommodations and greater financial resources than the Company. The
Company follows the practice of refurnishing and redecorating the hotels
which it operates in order to keep the properties attractive and
competitive with new hotel properties, and this requires the Company to
make substantial capital expenditures. During the two years ended December
31, 1999, the Company made such capital expenditures totaling
approximately $17,200,000.
2
Item 1(c) (Cont'd)
The Company endeavors to create individual and distinctive features for
each hotel property while utilizing common corporate identification in
order to obtain the benefits of chain operation. The Company is using the
name "Sonesta" for all of its hotels.
The Company has approximately 1,900 employees. Approximately 300 of these
employees are covered by a collective bargaining agreement. The Company
considers its relations with its employees to be satisfactory.
While the business of the Company's individual hotels is seasonal, the
diverse locations of the four owned or leased properties tend to mitigate
the impact of this factor. Traditionally, the second and fourth quarters
have produced greater revenues and operating income than the first and
third quarters, although these seasonal fluctuations do not materially
affect the Company's business activities.
The following table reflects total revenues, annual occupancy percentages,
average room rates and revenues per available room ("REVPAR") for the
Company's owned and leased properties for the years 1999, 1998, and 1997.
REVPAR is calculated by dividing annual room revenue by the total number
of rooms available during the year. Sonesta Beach Resort Anguilla was
closed due to damage caused by Hurricane Lenny from November 17, 1999
through February 10, 2000. The 1999 room statistics are based on the
number of days the resort was open for business. Sonesta Beach Resort Key
Biscayne was acquired by the Company on July 1, 1998. Revenue and room
statistics for Sonesta Beach Resort Key Biscayne are for the period July 1
to December 31, 1998, and for the year ending December 31, 1999.
TOTAL
NUMBER OF YEAR BUILT REVENUES
HOTEL ROOMS OR ACQUIRED (in thousands)
- ----- ----- ----------- -----------------------------------
1999 1998 1997
---- ---- ----
Sonesta Beach Resort Anguilla,
B.W.I. Owned 100 1995 $ 4,190 $ 4,253 $ 4,071
Sonesta Beach Resort Key Biscayne Owned 300 1998 28,129 10,821 --
Royal Sonesta Hotel Boston
(Cambridge) Owned 400 1963/1984 29,240 27,602 25,521
Royal Sonesta Hotel New Orleans Leased 500 1969 34,959 33,131 31,491
AVERAGE AVERAGE
OCCUPANCY DAILY
PERCENTAGE RATE
---------- ----
HOTEL 1999 1998 1997 1999 1998 1997
- ----- -------------------------------- -------------------------------------------
Sonesta Beach Resort Anguilla,
B.W.I. 45.6% 44.6% 48.8% $219 $236 $192
Sonesta Beach Resort Key Biscayne 76.7% 68.3% -- 207 163 --
Royal Sonesta Hotel Boston
(Cambridge) 75.0% 74.1% 76.2% 174 161 144
Royal Sonesta Hotel New Orleans 82.3% 79.7% 79.1% 159 153 147
3
Item 1 (c) (Cont'd)
"REVPAR"
--------
HOTEL 1999 1998 1997
- ----- ---- ---- ----
Sonesta Beach Resort Anguilla, B.W.I $100 $106 $ 94
Sonesta Beach Resort Key Biscayne 158 111 --
Royal Sonesta Hotel Boston (Cambridge) 130 119 109
Royal Sonesta Hotel New Orleans 131 122 117
The Company has established and maintains trademark protection for certain
service marks it uses in conducting its business, including the service
marks "Sonesta", "Sonesta Beach", "Just Us Kids", and the Company's
stylized "S" logo. Trademarks are maintained in numerous countries,
besides the United States. Each mark is generally protected for several
years, subject to periodic renewal.
For revenues by class of service for the three years ended December 31,
1999, reference is made to the Consolidated Statements of Operations which
appears on page 7 of the 1999 Annual Report to Shareholders.
(d) Financial Information about Foreign and Domestic Operations: This
information is incorporated by reference to Note 2 on pages 13 through 15
of the 1999 Annual Report to Shareholders.
Item 2. Properties
The Company's hotels are primarily metropolitan and resort hotels in popular
vacation areas which emphasize luxury accommodations and personal service.
The Company has fee ownership in three hotels: Royal Sonesta Hotel, Boston
(Cambridge), Massachusetts, Sonesta Beach Resort, Key Biscayne, Florida, and
Sonesta Beach Resort Anguilla, B.W.I. Reference is made to Note 5 of the Notes
to the Consolidated Financial Statements of the registrant which appears on
pages 15 and 16 of the Company's 1999 Annual Report to Shareholders for details
of the mortgage liens on the Boston (Cambridge), Massachusetts property, the Key
Biscayne, Florida property, and the Anguilla property.
The Company operates the Royal Sonesta Hotel, New Orleans, Louisiana under a
long-term lease which expires on September 30, 2024, provided the Company
exercises its two remaining ten-year extension options.
The Company also operates under management agreements hotels in Southampton,
Bermuda; New Orleans, Louisiana; and Cairo, Luxor, Port Said and Sharm el Sheikh
(2), Egypt; and two Nile River cruise vessels. The Company has granted licenses
for the use of its name to two (2) hotels in Aruba, five (5) hotels in Peru, and
a golf resort in Tuscany, Italy.
4
In addition to the properties listed above, the Company leases space for its
executive offices at 200 Clarendon Street, Boston, Massachusetts 02116.
Item 3. Legal Proceedings
In April 1999, a wholly-owned subsidiary of the Company, Sonesta Hotels of
Anguilla Limited ("SHAL"), and two executive officers of the Company were named
as defendants in a lawsuit filed in October, 1997, in Anguilla, B.W.I., by the
former owner of the resort hotel in Anguilla which the subsidiary purchased in
November 1995 (the "Resort"), and the principals of that entity, claiming that
the defendants did not comply with certain "implied terms" of the agreements
between them and with the terms of an alleged oral agreement. In its
Counterclaim SHAL sought offsets against amounts otherwise owed to the former
owner, specifically a loan of $1,000,000 that matured in November 1998. The
parties entered into a settlement of their respective claims in April 1999. The
settlement had no material effect on the Company's financial position.
In early 1997, SHAL filed a lawsuit in The Court of First Instance, in Curacao,
Netherlands Antilles, against the insurance company that was insuring the resort
in Anguilla at the time of Hurricane Luis, in September 1995. In the suit, SHAL
seeks to establish its entitlement to business interruption coverage for periods
subsequent to the date SHAL acquired ownership of the Resort. The insurer, Ennia
Caribe Schade N.V., has taken the position that (1) it has no obligation to fund
business losses realized after the date of sale, and (2) the applicable policy
does not recognize business losses incurred after the Resort was restored and
reopened. The Company expects to vigorously pursue its claims against Ennia
Caribe, but it is not able to predict with certainty how this lawsuit will be
resolved. No amounts which may be recoverable in this lawsuit have been
reflected in the Company's financial statements.
The Company is from time to time subject to routine litigation incidental to its
business, and generally covered by insurance. The Company believes that the
results of such litigation will not have a materially adverse effect on the
Company's financial condition.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of shareholders of the Company in the fourth
quarter of 1999.
5
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Common stock market prices and dividends and the number of shareholders of
record are incorporated by reference to page 2 of the 1999 Annual Report to
Shareholders.
A dividend of $ .15 per share was paid on the Company's common stock in July
1998 and a dividend of $ .15 per share was declared on the Company's common
stock in December 1998, but was paid in January 1999. A dividend of $ .15 per
share was paid on the Company's common stock in July 1999 and a dividend of $.10
per share was declared on the Company's common stock in December 1999, but was
paid in January 2000 (the Company's common stock having split 2-for-1 at the end
of July 1999). Other information required by this item is incorporated by
reference to the Consolidated Statements of Stockholders' Equity which appears
on page 10 of the 1999 Annual Report to Shareholders.
No dividends may be declared or paid on the Company's common stock nor may
common stock be purchased or redeemed unless (a) preferred stock dividend and
sinking fund requirements are met; and (b) the total of dividends paid does not
exceed the maximum amount permitted by one of the Company's bank loan
agreements.
Item 6. Selected Financial Data
Selected Financial Data, on page 2 of the 1999 Annual Report to Shareholders, is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Condition
This information is incorporated by reference to pages 3 through 6 of the 1999
Annual Report to Shareholders.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk from changes in interest rates and foreign
exchange rates. The Company uses fixed rate debt and debt with variable interest
rates to finance the ownership of its properties.
6
Item 7A (Cont'd)
The table that follows summarizes the Company's debt obligations outstanding as
of December 31, 1999. This information should be read in conjunction with Note 5
to the consolidated financial statements.
Short and Long Term Debt at December 31, 1999 (in thousands):
2000 2001 2002 2003 Total Fair Value
---- ---- ---- ---- ----- ----------
Principal Amount Due $23,547 $6,020 $681 $19,537 $49,785 $50,329
Average Interest Rate 10.54% 8.68% 8.87% 8.87%
Item 8. Consolidated Financial Statements and Supplementary Data
The financial statements listed in the Index to Consolidated Financial
Statements filed as part of this Annual Report on Form 10-K, together with the
report of Ernst & Young LLP dated March 15, 2000, are incorporated herein by
reference to the 1999 Annual Report to Shareholders.
Selected Quarterly Financial Data, on page 6 of the 1999 Annual Report to
Shareholders, is incorporated by reference.
Item 9. Changes in and Disagreements with Auditors on Accounting and Financial
Disclosure
There were no disagreements with auditors on accounting principles or practices
or financial statement disclosures.
7
PART III
Item 10. Directors and Executive Officers of the Registrant
A. Directors of the Company and Compliance with Section 16 (a)
The information required by this item is incorporated herein by reference
to the proxy statement for the 2000 Annual Meeting of Stockholders, which
will be held on May 30, 2000.
B. The Executive Officers of the Company are as follows:
Employment History
Name Present Position Age 1995 to Present
---- ---------------- --- ---------------
Roger P. Sonnabend Chairman of the Board 74 Chairman and Chief Executive Officer
and Chief Executive
Officer
Stephanie Sonnabend President 47 Executive Vice President
until January 1, 1996
Paul Sonnabend Chairman of the 72 President until December 31, 1995
Executive Committee
and Chief Financial
Officer
Stephen Sonnabend Senior Vice President 68 Senior Vice President
Boy van Riel Vice President and 41 Vice President and Treasurer
Treasurer
Peter J. Sonnabend Vice Chairman, Vice 46 Vice President and Secretary
President and Secretary until May, 1995
Christopher Baum Vice President, Sales 46 Vice President, Sales and Marketing
and Marketing
Carol Beggs Vice President, 39 Director of Information Systems
Technology
Felix Madera Vice President, 51 Vice President and General Manager, Sonesta
International Beach Resort, Key Biscayne, Florida
8
Mary Jane Rosa Vice President, Design 51 Vice President, Design
Kathy Rowe Vice President, Food 41 Director of Food and Beverage
and Beverage
Jacqueline Sonnabend Executive Vice 45 Vice President, Human Resources
President until March, 1996
Hans Wandfluh Vice President 65 President and General Manager,
Royal Sonesta Hotel, New Orleans,
Louisiana
Roger, Paul and Stephen Sonnabend are brothers. Stephanie Sonnabend and
Jacqueline Sonnabend are the daughters of Roger Sonnabend. Peter J. Sonnabend is
the son of Paul Sonnabend. Kathy Rowe is the daughter of Stephen Sonnabend.
The Board of Directors elects officers of the Company on an annual basis.
Item 11. Executive Compensation
and
Item 12. Security Ownership of Certain Beneficial Owners and Management
and
Item 13. Certain Relationships and Related Transactions.
The information required by these items is incorporated by reference to the
proxy statement for the 2000 Annual Meeting of Stockholders to be held on May
30, 2000.
9
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements: The financial statements listed in the
accompanying Index to Consolidated Financial Statements are filed as
part of this Annual Report.
2. Financial Statement Schedules: The schedule listed in the
accompanying Index to Consolidated Financial Statements is filed as
part of this Annual Report.
3. Exhibits: The exhibits listed on the accompanying Index to Exhibits
are filed as part of this Annual Report.
(b) Reports on Form 8-K filed during the last quarter of 1999: None
10
SONESTA INTERNATIONAL HOTELS CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
Item 14 (a) (1) and (2) References (Page)
1999 Annual Report to
Form 10-K Shareholders*
--------- -------------
Consolidated Balance Sheets
at December 31, 1999 and 1998 ...................................... 8-9
For the years ended December 31,
1999, 1998 and 1997:
Consolidated Statements of
Operations ........................................... 7
Consolidated Statements of
Stockholders' Equity ................................. 10
Consolidated Statements of
Cash Flows ........................................... 11
Notes to Consolidated
Financial Statements ................................. 12-19
Consolidated Financial Statement
Schedule for the year ended
December 31, 1999:
II. Consolidated Valuation and
Qualifying Accounts ................................... 12
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
- ---------------------------------------------------------
*Incorporated by Reference
11
SONESTA INTERNATIONAL HOTELS CORPORATION
SCHEDULE II
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED DECEMBER 31, 1999
Amounts
Balance Charged Amounts Balance,
Beginning Acquisition (Credited) (Written Off) End Of
Of Year Of Hotel To Income Recovered Year
------- -------- --------- --------- ----
Year Ended December 31, 1997
Deducted from assets:
Valuation reserve on long-term
receivable and advances $ 5,500,000 $ -- $ -- $ 5,500,000
=========== =========== =========== ===========
Allowance for doubtful accounts $ 107,974 $ 26,001 $ (16,317) $ 117,658
=========== =========== =========== ===========
Year Ended December 31, 1998
Deducted from assets:
Valuation reserve on long-term
receivable and advances $ 5,500,000 $(5,500,000) $ -- $ -- $ --
=========== =========== =========== =========== ===========
Allowance for doubtful accounts $ 117,658 $ 33,000 $ (18,309) $ 8,473 $ 140,822
=========== =========== =========== =========== ===========
Year Ended December 31, 1999
Allowance for doubtful accounts $ 140,822 $ 154,293 $ (35,532) $ 259,583
=========== =========== =========== ===========
- --------------------------------------------------------------------------------
Note: The Company acquired Sonesta Beach Resort Key Biscayne on July 1, 1998.
The Company released the seller from indebtedness owed to Company subsidiaries
and reversed a valuation reserve against one of the loans owed to the Company
prior to the acquisition. In connection with the acquisition the Company also
acquired a $33,000 reserve for trade receivables.
12
SONESTA INTERNATIONAL HOTELS CORPORATION
INDEX TO EXHIBITS
NUMBER DESCRIPTION PAGE NOS.
- ------ ----------- ---------
3.1 Certificate of Incorporation as amended to date. (8)
3.2 Company By-laws, as amended to date. (12)
9.1(a) Sonnabend Voting Trust Agreement, dated August 1, 1984,
providing for the combination of the voting power of
stock held by members of the Sonnabend Family. (6)
9.1(b) First Amendment, dated December 1984, to Sonnabend Voting
Trust Agreement (6)
10.1(a) "1995 Loan Agreement" between Hibernia National Bank
("Hibernia") and Royal Sonesta, Inc. ("Royal Sonesta"),
as of January 1, 1995. (10)
10.1(b) "Promissory Note" ($5,000,000) from Royal Sonesta to
Hibernia, dated "Effective January 1, 1995". (10)
10.1(c) "First Amendment to 1995 Loan Agreement" between Hibernia
and Royal Sonesta, dated December 12, 1994. (10)
10.1(d) "Second Amendment to 1995 Loan Agreement" between
Hibernia and Royal Sonesta, dated as of December 31,
1997. (14)
10.1(e) "Second Modification to Promissory Note" between Hibernia
and Royal Sonesta, dated as of December 31, 1997. (14)
10.2(a) 1992 Loan Agreement, dated December 30, 1992, between
Royal Sonesta and Hibernia. (8)
10.2(b) Promissory Note, dated December 30, 1992, between Royal
Sonesta and Hibernia. (8)
10.2(c) Restatement and Continuation of Continuing Guaranty,
dated December 30, 1992, between the Registrant and
Hibernia. (8)
13
NUMBER DESCRIPTION PAGE NOS.
- ------ ----------- ---------
10.3(a) "Amendment and Restatement of the Amended and Restated
Loan Agreement", dated December 23, 1991, between
Hibernia, Royal Sonesta and the Registrant. (7)
10.3(b) $2,875,000 Promissory Note, dated December 23, 1991, from
Royal Sonesta to Hibernia. (7)
10.4(a) Promissory Note ($22,880,000), dated December 18, 1996,
from the Trustees of Charterhouse of Cambridge Trust
("Trust") and Sonesta of Massachusetts, Inc. ("Sonesta
Mass") to SunAmerica Life Insurance Company
("SunAmerica"). (13)
10.4(b) Mortgage, Security Agreement, Fixture Filing, Financing
Statement and Assignment of Leases and Rents, dated as of
December 18, 1996, between Trust and Sonesta Mass, and
SunAmerica. (13)
10.4(c) Environmental Indemnity Agreement, dated as of December
18, 1996, between Trust, Sonesta Mass, and Sonesta
International Hotels Corporation ("Sonesta"), and
SunAmerica. (13)
10.4(d) Escrow Agreement, dated as of December 18, 1996, between
Trust, Sonesta Mass, and SunAmerica, "Escrow Agent". (13)
10.4(e) Replacement Reserve and Security Agreement, dated as of
December 18, 1996, between Trust and Sonesta Mass, and
SunAmerica. (13)
10.4(f) Limited Guaranty Agreement, dated as of December 18,
1996, between Sonesta and SunAmerica. (13)
10.5(a) Revolving Term Note ($2,000,000) from Sonesta
International Hotels Corporation ("Sonesta") to USTrust
Bank, dated September 30, 1995. (12)
10.5(b) Commitment Letter agreement, dated September 28, 1995,
between Sonesta and USTrust. (12)
10.5(c) Amendment and Allonge to Commercial Promissory Note,
dated as of September 30, 1998, between Sonesta and
USTrust Bank. (16)
14
NUMBER DESCRIPTION PAGE NOS.
- ------ ----------- ---------
10.5(d) Renewal of Line of Credit letter agreement, dated 22-25
November 17, 1999, between Sonesta and USTrust Bank.
10.6(a) Loan Agreement($1,000,000), dated December 18, 1996,
between Masters of Tourism and Sonesta International
Hotels Limited ("SIHL"). (13)
10.6(b) (Personal) Guaranty of Hisham Aly, dated as of December
18, 1996. (13)
10.6(c) Loan Agreement ($277,935) dated as of January 1, 1997,
between Masters of Tourism and SIHL (consolidating two
(2) outstanding loan balances). (13)
10.6(d) "Amendment to Loan Agreement", dated April 29, 1997,
between Masters of Tourism and SIHL. (14)
10.6(e) (Personal) Guaranty of Hisham Aly, dated as of April 29,
1997. (14)
10.6(f) Second Amendment to Loan Agreement, dated September 15,
1998, between Masters of Tourism and SIHL. (16)
10.6(g) Third Amendment to Loan Agreement, dated January 1, 2000, 26-27
between Masters of Tourism and SIHL.
10.7(a) Indenture of Lease, dated June 26, 1979, between John
Hancock Mutual Life Insurance Company ("John Hancock")
and Sonesta International Hotels Corporation ("Sonesta").
(4)
10.7(b) "Second Amendment to Lease" between John Hancock and
Sonesta, dated March 22, 1994. (10)
10.7(c) "Third Amendment to Lease" between John Hancock and
Sonesta, dated June, 1994. (10)
10.8(a) Intercreditor, Payment Priority and Lien Priority
Agreement, dated as of September 15, 1993, between
Sonesta International Hotels Corporation ("Sonesta"),
Sonesta Louisiana Hotels Corporation ("SLHC"), 800 Canal
Street Limited Partnership (the "Partnership"), and
numerous other parties. (9)
15
NUMBER DESCRIPTION PAGE NOS.
- ------ ----------- ---------
10.8(b) Commercial Guaranty, dated September 15, 1993, by SLHC
and Sonesta. (9)
10.8(c) CSDC/Manager Reserve Agreement, dated September 15, 1993,
between SLHC, the Partnership and Canal Street
Development Corporation. (9)
10.9(a) Manager Advance Agreement, dated as of May 6, 1997,
between SLHC and the Partnership. (14)
10.9(b) Term Note ($500,000) from the Partnership to SLHC, dated
May 6, 1997. (14)
10.9(c) Collateral Note ($650,000) from the Partnership to SLHC,
dated May 6, 1997. (14)
10.9(d) Commercial Guaranty, dated May 6, 1997, between SLHC,
Sonesta, and First National Bank of Commerce. (14)
10.9(e) Amended and Restated Intercreditor, Payment Priority and
Lien Priority Agreement, dated as of May 6, 1997, between
Sonesta, SLHC, the Partnership, and numerous other
parties. (14)
10.10(a) Extension of Lease by Royal Sonesta, Inc., dated August
6, 1993. (9)
10.10(b) Agreement, dated September 9, 1993, between Royal
Sonesta, Inc. and Aetna Life Insurance Company. (9)
10.11(a) Hotel Lease, dated December 12, 1967, between Chateau
Louisiane, Inc., as "Landlord", and The Royal Orleans,
Inc., as "Tenant". (1)
10.11(b) Hotel lease-Amendment No. 1, dated November 26, 1973,
between Chateau Louisiane, Inc. and Louisiana Sonesta
Corporation. (2)
10.11(c) Hotel Lease-Amendment No. 2, dated September 1, 1977,
between Chateau Louisiane, Inc. and Royal Sonesta, Inc.
(3)
10.11(d) Hotel Lease-Amendment No. 3, dated September 17, 1981,
between Aetna Life Insurance Company and Royal Sonesta,
Inc. (5)
16
NUMBER DESCRIPTION PAGE NOS.
- ------ ----------- ---------
10.12(a) Restated Employment Agreement, dated January 1, 1992,
between the Registrant and Paul Sonnabend, together with
letter agreement regarding permanent and total
disability. (8) (Management contract under Item 601
(10)(iii) (A))
10.12(b) Restated Employment Agreement, dated January 1, 1992,
between the Registrant and Roger P. Sonnabend, together
with letter agreement regarding permanent and total
disability. (8) (Management contract under Item 601 (10)
(iii) (A)).
10.12(c) Restated Employment Agreement, dated January 1, 1992,
between the Registrant and Stephen Sonnabend together
with letter agreement regarding permanent and total
disability. (8) (Management contract under Item 601 (10)
(iii) (A)).
10.13 Lease, dated September 21, 1991, between "the Crown" and
Casablanca Resorts Development of Anguilla Limited
("CRDAL") (assumed by Sonesta Hotels of Anguilla Limited
("Sonesta Anguilla") in November 1995). (11)
10.14(a) Debenture, dated November 28, 1995, between Scotiabank
Anguilla Limited and Sonesta Anguilla (11)
10.14(b) Debenture ($6,390,000) from Sonesta Hotels of Anguilla
Limited ("SHAL") to Scotiabank Anguilla Limited
("Scotiabank"), dated December 1996 (evidencing
additional $1,700,000 loan). (13)
10.14(c) Renewal of two (2) credit facilities: $3,915,000 and 28-33
$1,525,000, between SHAL and Scotiabank, dated October
12, 1999.
10.14(d) Commitment Letter, dated March 13, 2000, between 34-40
Scotiabank and SHAL.
10.15 Agreement, dated as of March 1, 1996, between CRDAL and
Sonesta Anguilla. (13)
10.16 (Letter) Lease Agreement, dated June 3, 1996, between
Sonesta Hotels of Anguilla, Ltd. and Amsterdam Sonesta
Corporation (subsequently renamed Anguilla Hotel
Management, Inc.) (13)
17
NUMBER DESCRIPTION PAGE NOS.
- ------ ----------- ---------
10.17(a) Contribution and Formation Agreement, dated as of January
30,1998, by and among Key Biscayne Limited Partnership
("KBLP"), Florida Sonesta Corporation and Key Biscayne
Land Corporation ("Sonesta II"), and joined in by Key
Biscayne Hotel Associates, LTD. ("KBHA"), Partners
Liquidating Trust,("PLT"), Strategic Realty Advisors,
Inc., ("SRAI") and Sonesta International Hotels
Corporation ("Sonesta International"). (15)
10.17(b) First Amendment to Contribution and Formation Agreement,
dated as of April 3, 1998, by and among KBLP, FSC and
Sonesta II, and joined in by KBHA, PLT, SRAI and Sonesta
International. (15)
10.17(c) Agreement of Limited Partnership of Sonesta Beach Resort
Limited Partnership, dated April 1998, by and between
FSC,Sonesta II and KBLP. (15)
10.17(d) Assumption Agreement, dated as of July 1, 1998, by and
between Sonesta Beach Resort Limited Partnership
("SBRLP") and State Street Bank and Trust Company,
trustee. (15)
10.17(e) Amendment to and Assignment of KBHA/PLT Indebtedness,
dated as of July 1, 1998, by and between KBLP, KBHA,PLT
and SBRLP,including KBHA/PLT Note, dated July 1, 1998.
(15)
10.18 Agreement, dated June 17, 1999, between Sonesta
International Hotels Corporation and Marvin Schwartz.
(17)
13 Annual Report to Security Holders for the calendar year
ended December 31, 1999. 41-61
21 Subsidiaries of the Registrant. 62
23 Consent of Ernst & Young LLP filed herewith. 63
27 Financial Data Schedule. 64
18
(1) Incorporated by reference to the Company's 1967 Report on Form 10-K.
(2) Incorporated by reference to the Company's 1973 Report on Form 10-K.
(3) Incorporated by reference to the Company's 1977 Report on Form 10-K.
(4) Incorporated by reference to the Company's 1979 Report on Form 10-K.
(5) Incorporated by reference to the Company's 1981 Report on Form 10-K.
(6) Incorporated by reference to the Company's 1984 Report on Form 10-K.
(7) Incorporated by reference to the Company's 1991 Report on Form 10-K.
(8) Incorporated by reference to the Company's 1992 Report on Form 10-K.
(9) Incorporated by reference to the Company's 1993 Report on Form 10-K.
(10) Incorporated by reference to the Company's 1994 Report on Form 10-K.
(11) Incorporated by reference to the Company's 1995 Report on Form 8-K.
(12) Incorporated by reference to the Company's 1995 Report on Form 10-K.
(13) Incorporated by reference to the Company's 1996 Report on Form 10-K.
(14) Incorporated by reference to the Company's 1997 Report on Form 10-K.
(15) Incorporated by reference to the Company's 1998 Report on Form 8-K.
(16) Incorporated by reference to the Company's 1998 Report on Form 10-K.
(17) Incorporated by reference to the Company's 1999 Report on Form 8-K.
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
SONESTA INTERNATIONAL HOTELS CORPORATION
(Registrant)
By: s/s Date: March 22, 2000
--------------------------------------
Boy van Riel
Vice President and Treasurer
Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
By: s/s Date: March 22, 2000
--------------------------------------
Roger P. Sonnabend
Chairman of the Board and Chief
Executive Officer
By: s/s Date: March 22, 2000
--------------------------------------
Boy van Riel
Vice President and Treasurer, Principal
Financial and Accounting Officer
By: s/s Date: March 22, 2000
--------------------------------------
Paul Sonnabend
Director
By: s/s Date: March 22, 2000
--------------------------------------
Peter J. Sonnabend
Director
By: s/s Date: March 22, 2000
--------------------------------------
Stephanie Sonnabend
Director
By: s/s Date: March 22, 2000
--------------------------------------
Stephen Sonnabend
Director
20
By: s/s Date: March 22, 2000
--------------------------------------
George S. Abrams
Director
By: s/s Date: March 22, 2000
--------------------------------------
Vernon R. Alden
Director
By: s/s Date: March 22, 2000
--------------------------------------
Joseph L. Bower
Director
By: s/s Date: March 22, 2000
--------------------------------------
Jean C. Tempel
Director
21