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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 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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:
Title of each class Name of each exchange on which registered
Class A Common Stock NONE
$.80 par value
Securities registered pursuant to Section 12 (g) of the Act:
NONE
(Title of Class)
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 referenced 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 19, 1997 was $6,805,751.00.
The number of shares outstanding of the registrant's common stock as of the
close of business on March 19, 1997 was: 2,068,215.
Documents incorporated by reference
1. Portions of the annual report to shareholders for the year ended
December 31, 1996 are incorporated by reference into Parts I, II and IV.
2. Portions of the proxy statement for the 1997 annual meeting of
stockholders are incorporated by reference into Part III.
An Index to Exhibits appears on pages 11-17 of this Form 10-K.
================================================================================
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; New Orleans, Louisiana; and Anguilla, B.W.I. It
also operates, under management agreements, hotels in
Southampton, Bermuda; Curacao, Netherlands Antilles; Key
Biscayne, Florida; and New Orleans, Louisiana; and Cairo,
Hurghada, El Gouna, Port Said and Sharm el Sheikh, Egypt; and two
Nile River cruise vessels. The Company has paid $2 million for a
22% ownership interest in the hotel and casino it operates in
Curacao, Netherlands Antilles under a management contract. The
Company has entered into management agreements to operate new
hotels being created in Luxor, Egypt and Manama, Bahrain, both of
which are scheduled to open later this year. The Company also
licenses the use of the Sonesta name to three operating hotels.
In November 1995, the Company acquired the 100-room resort in
Anguilla, B.W.I., known as Casablanca Resort, which at that time
was closed due to damage from Hurricane Luis, in September. (For
details of this transaction, reference is made to Note
2-Operations, on page 11 of the 1996 Annual Report to
Shareholders.) In December 1994 the Company entered into two
partnerships: one involving an 82-room hotel in Soho, New York;
the other to create a 320-room resort in Costa Rica. In July,
1996, the Company liquidated its investment in the Soho project,
and recently the Company notified its partner in the Costa Rica
project that it was terminating its participation in that
project.
(b) Not applicable.
(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, 1996, the Company made capital expenditures for its
hotels totalling approximately $10,900,000.00.
2
Item 1. Business
(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, except Ambassador Club in Hurghada, Egypt, which is
identified by the words: "Managed by Sonesta Hotels".
The Company has approximately 1,523 employees. Approximately 263
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 three 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 Company's hotels: Royal Sonesta Hotel, Boston (Cambridge), a
400-room hotel; Royal Sonesta Hotel, New Orleans, a 500-room
hotel; and Sonesta Beach Resort Anguilla, B.W.I., a 90-room beach
resort hotel, reported a combined average daily room rate and
average occupancy rate of $136.24 and 75.7%, respectively, for
the year ended December 31, 1996. (Sonesta Beach Resort Anguilla
reopened January 18, 1996 after having been closed from Hurricane
Luis on September 5, 1995.)
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, 1996, reference is made to the Consolidated
Statements of Operations and Retained Earnings which appears on
page 6 of the 1996 Annual Report to Shareholders.
(d) Financial Information about Foreign and Domestic Operations: This
information is incorporated by reference to Note 2 on pages 11
and 12 of the 1996 Annual Report to Shareholders.
3
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 two hotels: Royal Sonesta Hotel, Boston
(Cambridge), Massachusetts and Sonesta Beach Resort Anguilla, B.W.I. Reference
is made to Note 6 of the Notes to the Consolidated Financial Statements of the
Registrant which appears on page 14 of the Company's 1996 Annual Report to
Shareholders for details of the mortgage liens on the Boston (Cambridge),
Massachusetts property and the Anguilla property.
The Company operates the Royal Sonesta Hotel, New Orleans, Louisiana, under a
long-term lease which expires, subject to options to extend for up to twenty
years, on September 30, 2004.
The Company also operates under management agreements hotels in Southampton,
Bermuda; Curacao, Netherlands Antilles; Key Biscayne, Florida; New Orleans,
Louisiana; and Cairo, Hurghada (2), El Gouna, Port Said and Sharm el Sheikh,
Egypt; and two Nile River cruise vessels. The Company's hotel and casino on the
island of Curacao is operated under a management contract, and the Company has
invested $2 million for a 22% ownership interest in that property. The Company
has granted licenses for the use of its name to hotels in Aruba (2); and
Santiago, Chile.
In December, 1994, the Company entered into two partnerships: one of the
partnerships was formed to acquire and develop as a hotel, including retail
space, a building in the SoHo district of New York; the other partnership was
formed to acquire a beachfront hotel site in Guanacaste, Costa Rica on which the
partnership intended to develop a 320-room resort and casino. The Company
liquidated its investment in the SoHo project in July 1996. The Company has
notified its development partner that it does not intend to proceed with the
Costa Rica project, in which a Company subsidiary is a 50% partner.
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.
Neither the Company nor its subsidiaries is engaged in any material legal
proceedings.
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 1996.
4
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 1996 Annual Report to
Shareholders.
A dividend of $ .15 per share was paid on the Company's common stock in July
1995 and a dividend of $ .15 per share was declared on the Company's common
stock in December 1995, but was paid in January 1996. A dividend of $ .15 per
share was paid on the Company's common stock in July 1996 and a dividend of $.15
per share was declared on the Company's common stock in December 1996, but was
paid in January 1997. Other information required by this item is incorporated by
reference to the Consolidated Statements of Operations and Retained Earnings
which appears on page 6 of the 1996 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 1996 Annual Report to Shareholders, is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This information is incorporated by reference to pages 3 and 4 of the 1996
Annual Report to Shareholders.
Item 8. Consolidated Financial Statements and Supplementary Data
The financial statements listed in the Index to the Consolidated Financial
Statements filed as part of this Annual Report on Form 10-K, together with the
report of Ernst & Young LLP dated March 14, 1997, are incorporated herein by
reference to the 1996 Annual Report to Shareholders.
Selected Quarterly Financial Data, on page 17 of the 1996 Annual Report to
Shareholders, is incorporated by reference.
5
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.
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 1997 Annual Meeting of
Stockholders.
B. The Executive Officers of the Company are as follows
Employment History
Name Present Position Age 1992 to Present
- ---- ---------------- --- ---------------------
Roger P. Sonnabend Chairman of the Board and 71 Chairman and Chief Executive Officer.
Chief Executive Officer
Stephanie Sonnabend President 44 Vice President-Marketing until November, 1993,
then Executive Vice President until January 1,
1996.
Paul Sonnabend Chairman of the Executive Committee 69 President until December 31, 1995.
and Chief Financial Officer
Stephen Sonnabend Senior Vice President 65 Senior Vice President.
Boy van Riel Vice President and Treasurer 38 Controller until March, 1993, then Vice
President & Treasurer
Peter J. Sonnabend Vice Chairman, Vice President and 43 Vice President and Secretary, until May 1995.
Secretary
6
Christopher Baum Vice President - Sales & Marketing 43 Corporate Director of Marketing, Resorts,
Hilton Hotels, 1991-1992; Vice President -
Sales & Marketing Communications, 1992 to
present.
Michael Levie Vice President - Egypt 36 Vice President & General Manager, Royal Sonesta
Hotel, Boston (Cambridge), until January 1996.
Felix Madera Vice President - International 48 Vice President & General Manager, Sonesta Beach
Resort, Key Biscayne, Florida.
Mary Jane Rosa Vice President - Design 48 Director of Design until January, 1993, then
Vice President - Design.
Jacqueline Sonnabend Executive Vice President 42 Vice President - Human Resources.
Hans Wandfluh Vice President 62 President & 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.
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 1997 Annual Meeting of Stockholders.
7
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 is 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. Financial Statements of significant subsidiary, RIF Resort Hotel,
N.V. shall be provided by amendment to this Form 10-K by June 30,
1997, as allowed under Regulation S-X, Rule 3-09.
4. 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 1996: None
8
SONESTA INTERNATIONAL HOTELS CORPORATION
Index to Consolidated Financial Statements
and Financial Statement Schedules
---------------------------------
Item 14 (a) (1) and (2) References (Page)
1996 Annual Report to
Form 10-K Shareholders*
--------- ---------------------
Consolidated Balance Sheets
at December 31, 1996 and 1995............... 7-8
For the years ended December 31,
1996, 1995 and 1994:
Consolidated Statements of
Operations and Retained Earnings............ 6
Consolidated Statements of Cash
Flows....................................... 9
Notes to Consolidated Financial
Statements.................................. 10-17
Consolidated Financial Statement
Schedule for the year ended
December 31, 1996:
II. Consolidated Valuation and
Qualifying Accounts......................... 10
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
9
SONESTA INTERNATIONAL HOTELS CORPORATION
SCHEDULE II - CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED DECEMBER 31, 1996
AMOUNTS AMOUNTS
BALANCE, CHARGED (WRITTEN OFF) BALANCE,
BEGINNING (CREDITED) NET OF END OF
OF YEAR TO INCOME RECOVERIES YEAR
---------- ---------- ---------- ----------
Year Ended December 31, 1994
Deducted from assets:
Valuation reserve on long-term
receivables and advances $5,500,000 $ -- $ -- $5,500,000
========== ========== ========== ==========
Allowance for doubtful accounts $ 99,996 $ (22,000) $ 6,253 $ 84,249
========== ========== ========== ==========
Year Ended December 31, 1995
Deducted from assets:
Valuation reserve on long-term
receivables and advances $5,500,000 $ -- $ -- $5,500,000
========== ========== ========== ==========
Allowance for doubtful accounts $ 84,249 $ 26,400 $ (12,748) $ 97,901
========== ========== ========== ==========
Year Ended December 31, 1996
Deducted from assets:
Valuation reserve on long-term
receivables and advances $5,500,000 $ -- $ -- $5,500,000
========== ========== ========== ==========
Allowance for doubtful accounts $ 97,901 $ 37,650 $ (27,577) $ 107,974
========== ========== ========== ==========
10
Sonesta International Hotels Corporation
Index to Exhibits
NUMBER DESCRIPTION
- ------ -----------
3.1 Certificate of Incorporation as amended to date. (8)
3.2 Company By-laws, including all amendments through March
29, 1997.(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) "Third Amendment of Mortgage and Security Agreement and
Second Amendment of Note" Between Key Biscayne Limited
Partnership, Mortgagor ("KBLP") and Florida Sonesta
Corporation, Mortgagee ("FSC"), dated February 4, 1994.
(10)
10.1 (b) "Operating Deficit Loan Mortgage Note" ($2,194,005.00)
from KBLP to FSC, dated as of December 31, 1993.(10)
10.1 (c) "Operating Deficit Loan Mortgage and Security Agreement"
between KBLP and FSC, dated February 4, 1994.(10)
10.1 (d) "Promissory Note" ($1,576,600.00) from KBLP to FSC, dated
February 4, 1994.(10)
10.1 (e) "Second Amendment to Management Agreement" dated as of
December 31, 1993 between KBLP and FSC.(10)
10.2 (a) Renovation Enhancement Agreement, dated February 19, 1993,
between Florida Sonesta Corporation ("FSC") and Ke
Biscayne Limited Partnership ("KBLP").(9)
11
NUMBER DESCRIPTION
- ------ -----------
10.2 (b) First Amendment to Renovation Enhancement Agreement, dated
May 18, 1993, between FSC and KBLP.(9)
10.3 Second Renovation Enhancement Agreement, dated April 30,
1993, between FSC and KBLP.(9)
10.4 (a) "Sonesta Loan" agreement, dated April 13, 1993 between FSC
and KBLP.(9)
10.4 (b) First amendment to "Sonesta Loan" agreement, dated September
29, 1993, between FSC and KBLP.(9)
10.5 (a) "Renovation Agreement", dated September 12, 1991, between
Florida Sonesta Corporation ("FSC") and Key Biscayne Limited
partnership ("KBLP").(7)
10.5 (b) "First Amendment to Management Agreement", dated September
12, 1991, between FSC and KBLP.(7)
10.5 (c) "Amendment of Note and Second Mortgage", dated September 12,
1991, between FSC and KBLP.(7)
10.5 (d) "Amendment of Note and Third Mortgage", dated September 12,
1991, between FSC and KBLP.(7)
10.6 (a) "1995 Loan Agreement" between Hibernia National Bank
("Hibernia") and Royal Sonesta, Inc. ("Royal Sonesta"), as
of January 1, 1995.(10)
10.6 (b) "Promissory Note" ($5,000,000) from Royal Sonesta to Hibernia,
dated "Effective January 1, 1995".(10)
10.6 (c) "First Amendment to 1995 Loan Agreement" Between Hibernia and
Royal Sonesta, dated December 12, 1994.(10)
10.7 (a) 1992 Loan Agreement, dated December 30, 1992, between Royal
Sonesta, Inc. and Hibernia National Bank in New Orleans.(8)
12
NUMBER DESCRIPTION
- ------ -----------
10.7 (b) Promissory Note, dated December 30, 1992 between Royal
Sonesta, Inc. and Hibernia National Bank in New Orleans.(8)
10.7 (c) Restatement and Continuation of Continuing Guaranty, dated
December 30, 1992, between the Registrant and Hibernia
National Bank in New Orleans.(8)
10.8 (a) "Amendment and Restatement of the Amended and Restated Loan
Agreement", dated December 23, 1991, between Hibernia
National Bank, Royal Sonesta, Inc. and Sonesta International
Hotels Corporation.(7)
10.8 (b) $2,875,000 Promissory Note, dated December 23, 1991, from
Royal Sonesta, Inc. to Hibernia National Bank.(7)
10.9 (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").
10.9 (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.
10.9 (c) Environmental Indemnity Agreement, dated as of December 18,
1996, between Trust, Sonesta Mass, and Sonesta International
Hotels Corporation ("Sonesta"), and SunAmerica.
10.9 (d) Escrow Agreement, dated as of December 18, 1996, between
Trust and Sonesta Mass, SunAmerica, and "Escrow Agent".
10.9 (e) Replacement Reserve and Security Agreement, dated as of
December 18, 1996, between Trust and Sonesta Mass, and
SunAmerica.
10.9 (f) Limited Guaranty Agreement, dated as of December 18, 1996,
between Sonesta and SunAmerica.
13
NUMBER DESCRIPTION
- ------ -----------
10.10 (a) "Contract of Sale", dated July 11, 1996, between The Soho
Hotel Company, L.P. ("Soho") and The Mercer I L.L.C.
("Mercer I").
10.10 (b) "Lease Assignment and Assumption", dated July 11, 1996,
between Soho and Mercer I.
10.10 (c) "Assignment and Assumption of Assumed Contracts", dated
July 11, 1996, between SoHo and Mercer I.
10.10 (d) "Indemnity Agreement", dated July 11, 1996, between Soho
and Andre Balazs.
10.11 "Shareholders Agreement of C. R. Resort Associates Limited",
dated December 8, 1994.(10)
10.12 (a) First Amendment to Shareholders Agreement of C.R. Resort
Associates Limited, dated September 18, 1996.
10.12 (b) Agreement, dated September 18, 1996, between El Cacique de
Calzon de Pobre, S.A.; Extency Internacional S.A.; Investex,
S.A.; Sonesta International Hotels Limited; Sonesta
International Hotels Corporation; Costa Rica Resort
Associates, S.A.
10.13 (a) Revolving Term Note ($2,000,000) from Sonesta International
Hotels Corporation to USTrust, dated September 30, 1995.(12)
10.13 (b) Commitment Letter agreement, dated September 28, 1995, between
Sonesta International Hotels Corporation and USTrust. (12)
10.14 Letter agreement extending the maturity date of the
Revolving Term Note ($2,000,000) from Sonesta International
Hotels Corporation to USTrust, dated September 30, 1996.
10.15 (a) Loan Agreement ($1,000,000), dated December 18, 1996,
between Masters of Tourism and Sonesta International Hotels
Limited.
14
NUMBER DESCRIPTION
- ------ -----------
10.15 (b) (Personal) Guaranty of Hisham Aly, dated as of December
18, 1996.
10.16 Loan Agreement ($277,935), dated as of January 1,
1997, between Masters of Tourism and Sonesta
International Hotels Limited (consolidating two (2)
outstanding loan balances).
10.17 "Third Amendment to Lease" between John Hancock and
Sonesta, dated June, 1994.(10)
10.18 "Second Amendment to Lease" between John Hancock Mutual
Life Insurance Company ("John Hancock") and Sonesta
International Hotels Corporation ("Sonesta"), dated
March 22, 1994.(10)
10.19 Indenture of Lease, dated June 26, 1979, between John
Hancock Mutual Life Insurance Company and Sonesta
International Hotels Corporation.(4)
10.20 (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)
10.20 (b) Commercial Guaranty, dated September 15, 1993, by SLHC
and Sonesta.(9)
10.20 (c) CSDC/Manager Reserve Agreement, dated September 15, 1993,
between SLHC, the Partnership and Canal Street
Development Corporation.(9)
10.21 Extension of Lease by Royal Sonesta, Inc., dated August 6,
1993.(9)
10.22 Agreement, dated September 9, 1993, between Royal Sonesta,
Inc. and Aetna Life Insurance Company.(9)
10.23 Hotel Lease-Amendment No. 3, dated September 17, 1981,
between Aetna Life Insurance Company and Royal Sonesta,
Inc.(5)
15
NUMBER DESCRIPTION
- ------ -----------
10.24 Hotel Lease-Amendment No. 2, dated September 1, 1977,
between Chateau Louisiane, Inc. and Royal Sonesta, Inc.(3)
10.25 Hotel Lease-Amendment No. 1, dated November 26, 1973,
between Chateau Louisiane, Inc. and Louisiana Sonesta
Corporation.(2)
10.26 Hotel Lease, dated December 12, 1967, between Chateau
Louisiane, Inc., as "Landlord", and The Royal Orleans,
Inc., as "Tenant".(1)
10.27 (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))
10.27 (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)).
10.27 (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))
10.28 (Letter) Loan Agreement ($2,000,000), dated July 18, 1996,
between Maduro & Curiel's Bank N.V. and Sonesta Curacao
Hotel Corporation N.V.
10.29 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)
10.30 Debenture, dated November 28, 1995, between Scotiabank
Anguilla Limited and Sonesta Anguilla.(11)
16
NUMBER DESCRIPTION
- ------ -----------
10.31 Debenture ($6,390,000) from Sonesta Hotels of Anguilla
Limited to Scotiabank Anguilla Limited, dated December
1996 (evidencing additional $1,700,000 loan).
10.32 Agreement, dated as of March 1, 1996, between CRDAL and
Sonesta Anguilla
10.33 (Letter) Loan Agreement ($1,000,000), dated February 9,
1997, between Sakkara Hotels and Sonesta International
Hotels Corporation.
10.34 (Letter) Lease Agreement, dated June 3, 1996, between
Sonesta Hotels of Anguilla, Ltd. and Amsterdam Sonesta
Corporation (subsequently renamed Anguilla Hotel
Management, Inc.)
13 Annual Report to Security Holders for the calendar year
ended December 31, 1996
21 Subsidiaries of the Registrant.
23 Consent of Ernst & Young LLP filed herewith.
(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.
17
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/ Date: March 14, 1997
-------------------------------------------------
Boy van Riel
Vice President and Treasurer
Pursuant to the requirements of the Securities 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/ Date: March 14, 1997
-------------------------------------------------
Roger P. Sonnabend
Chairman of the Board and Chief Executive
Officer
By: /S/ Date: March 14, 1997
--------------------------------------------------
Boy van Riel
Vice President and Treasurer, Principal
Financial and Accounting Officer
By: /S/ Date: March 14, 1997
-------------------------------------------------
Paul Sonnabend
Director
By: /S/ Date: March 14, 1997
-------------------------------------------------
Peter J. Sonnabend
Director
By: /S/ Date: March 14, 1997
--------------------------------------------------
Stephanie Sonnabend
Director
By: /S/ Date: March 14, 1997
--------------------------------------------------
Stephen Sonnabend
Director
18
By: /S/ Date: March 14, 1997
-------------------------------------------------
George S. Abrams
Director
By: /S/ Date: March 14, 1997
--------------------------------------------------
Vernon R. Alden
Director
By: /S/ Date: March 14, 1997
--------------------------------------------------
Joseph L. Bower
Director
By: /S/ Date: March 14, 1997
-------------------------------------------------
Lawrence M. Levinson
Director
By: /S/ Date: March 14, 1997
--------------------------------------------------
Jean C. Tempel
Director
19