8-K 1 y88840e8vk.txt FORM 8-K 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): July 28, 2003 JANUS HOTELS AND RESORTS, INC. (Exact name of Registrant as specified in Charter) Delaware 0-22745 13-2572712 ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2300 Corporate Blvd., N.W., Suite 232, Boca Raton, FL 33431-8596 ---------------------------------------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number including area code: (561) 997-2325 N/A ---------------------------------------------------------------- (Former name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. As of July 28, 2003, Janus Hotels and Resorts, Inc., a Delaware corporation (the "Corporation"), entered into an Agreement and Plan of Merger with Janus Acquisition, Inc., a Delaware corporation ("Acquisition"). The merger agreement contemplates that, subject to the approval of the Corporation's shareholders and other customary closing conditions, the Corporation will be merged with and into Acquisition, with Acquisition as the surviving corporation. In connection with the Merger Agreement, each holder of the Corporation's common stock, except for Acquisition, will be entitled to receive $0.65 per share. Acquisition was formed by Louis S. Beck and Harry G. Yeaggy, Chairman / Chief Executive Officer, and Vice Chairman, respectively, of the Corporation for the purpose of taking the Corporation private. At present, Messrs. Beck and Yeaggy control approximately 70.4% of the Corporation's issued and outstanding common stock. A copy of the merger agreement is attached hereto as Exhibit 2.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits

~~(c) Exhibits~~ Exhibit No. Description 102.411 ~~Purchase~~Agreement and ~~Sale~~Plan ~~Agreement~~of Merger dated as of ~~April~~July 1828, 2003 between Janus Hotels and Resorts, Inc. and ~~JAGI~~Janus ~~Subsidiary~~Acquisition, Inc. 1099.421 aPress ~~Subscription~~Release ~~Agreement~~ dated asJuly ~~of April 18~~28, 2003 ~~between Louis S. Beck and JAGI Subsidiary~~, ~~Inc.~~announcing ~~10.42~~the bproposed ~~Subscription~~merger ~~Agreement dated as of April 18, 2003~~ between ~~Harry~~Janus G.Hotels ~~Yeaggy~~ and ~~JAGI Subsidiary~~Resorts, Inc. ~~10.43 Certificate of Incorporation of JAGI Subsidiary, Inc. 10.44 Management agreement dated as of April 18, 2003 between the Company~~ and ~~JAGI~~Janus ~~Subsidiary~~Acquisition, Inc.

-2- 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. Janus Hotels and Resorts, Inc. ------------------------------ (Registrant) Dated: August 1, 2003 By: /s/ Richard A. Tonges ------------------------------- Name: Richard A. Tonges Title: Vice President - Finance -3-

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