Janus Hotels & Resorts Inc, et al. – ‘SC 13E3/A’ on 12/23/03 re: Janus Hotels & Resorts Inc

On:  Tuesday, 12/23/03, at 4:48pm ET   ·   Accession #:  950123-3-14142   ·   File #:  5-53679

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Amendment to Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment No. 4 to Schedule 13E-3                      6     24K 

Document Table of Contents

SC 13E3/A
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                                                      Registration No. 005-53679
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------------

SCHEDULE 13E-3
(Rule 13e-100)
Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934
 and Rule 13e-3 Thereunder

 (Amendment No. 4)

JANUS HOTELS AND RESORTS, INC.
(Name of the Issuer)

JANUS HOTELS AND RESORTS, INC.
 JANUS ACQUISITION, INC.
 LOUIS S. BECK
 HARRY G. YEAGGY
(Name of Person(s) Filing Statement)

COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)

47102 C 30 9
47102 C 10 1
 (CUSIP Number of Class of Securities)

Louis S. Beck                            Richard A. Tonges                      
Janus Hotels and Resorts, Inc.           Janus Hotels and Resorts, Inc.         
2300 Corporate Blvd., N.W.               8534 E. Kemper Road                    
Suite 232                                Cincinnati, Ohio  45249                
Boca Raton, FL 33431                                                            

    (Names, Addresses and Telephone Numbers of Persons Authorized to
Receive Notices and Communications on Behalf of the Persons Filing Statement)   

COPIES TO:

--------------------------------------------------------------------------------
John E. Barnes, Esq.           |         Lawrence A. Goldman                    
Dinsmore & Shohl LLP           |         Gibbons, Del Deo, Dolan, Griffinger &  
1900 Chemed Center             |         Vecchione, a Professional Corporation  
255 E. Fifth Street            |         One Riverfront Plaza                   
Cincinnati, Ohio  45202        |         Newark, NJ 07102                       
(513) 977-8114                 |         (973) 596-4645                         
|                 
--------------------------------------------------------------------------------
         This statement is filed in connection with (check the appropriate box):

a.   [X]  The filing of solicitation materials or an information statement      
        subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.                            

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b.   [ ]  The filing of a registration statement under the Securities Act of    
1933.                                                       

c.   [ ]  A tender offer.                                                       

d.   [ ]  None of the above.                                                    

Check the following box if the soliciting materials or information statement    
referred to in checking box (a) are preliminary copies: [ ]                     

Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]                                                         

--------------------------------------------------------------------------------
CALCULATION OF FILING FEE   
---------------------------------------- ---------------------------------------
Transaction valuation*                               Amount of filing fee   
---------------------------------------- ---------------------------------------
$1,071,914                                              $87     
---------------------------------------- ---------------------------------------

---------------------------------------- ---------------------------------------
* For purposes of calculating the filing fee only. The filing fee was determined
by calculating the product of 1,649,098 shares of common stock and the merger   
consideration of $0.65 per share. In accordance with Rule 0-11 under the        
Securities Exchange Act of 1934, as amended, the filing fee was determined by   
multiplying the amount calculated pursuant to the preceding sentence by         
..00008090.                                                                     

[X] Check the box if any part of the fee is offset as provided by Exchange Act  
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was       
previously paid. Identify the previous filing by registration statement number, 
or the Form of Schedule and the date of its filing.                             

Amount Previously Paid: $87                                                     
         Form or Registration No.: Preliminary Proxy Statement on Schedule 14A
Filing Party: Janus Hotels and Resorts, Inc.                
Date Filed: August 13, 2003                                 
================================================================================

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INTRODUCTION

This Amendment No. 4 to Schedule 13e-3 Transaction Statement (the "Amendment")  
is being filed by (i) Janus Hotels and Resorts, Inc., a Delaware corporation    
("Janus" or the "Company"),(ii) Janus Acquisition, Inc., a Delaware corporation 
("Acquisition Corp."), (iii) Louis S. Beck and (iv) Harry G. Yeaggy and amends  
and supplements the Rule 13e-3 Transaction Statement on Schedule 13e-3, as      
amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 (as so amended  
by such amendments and this Amendment, the "Statement") filed on August 13,     
2003, October 2, 2003, November 21, 2003, and December 12, 2003, respectively,  
with the Securities and  Exchange Commission (the "Commission"). This Statement 
relates to an Agreement and Plan of Merger dated as of July 28, 2003 (the       
"Merger Agreement") by and between Janus and Acquisition Corp.                  

Janus previously filed with the Commission a definitive proxy statement on      
Schedule 14A (the "Proxy Statement") in connection with a special meeting of    
Janus stockholders. At such meeting, Janus stockholders will be asked to vote to
approve the Merger Agreement and authorize the merger transaction contemplated  
hereby. As a result of the merger, Janus's stockholders (other than Acquisition 
Corp.) will be entitled to receive $0.65 per share in cash for their shares of  
Janus common stock.                                                             

The information contained in the Proxy Statement, including all appendices      
thereto is hereby expressly incorporated herein by reference in answer to Items 
1 through 15 of this Amendment. Capitalized terms used but not defined in this  
Amendment shall have the meanings given to them in the Proxy Statement.         

ITEM 16. Exhibits                                                               

The following are filed pursuant to Item 1016 of Regulation M-A.                

(a)(1) Copy of Letter to Stockholders from Michael M. Nanosky                   
incorporated by reference to Schedule 14A filed by Janus on December 23, 2003.  

(a)(2) Copy of Notice of Special Meeting of Shareholders incorporated by        
reference to Schedule 14A filed by Janus on December 23, 2003.                  

(a)(3) Definitive Proxy Statement, incorporated by reference to Schedule 14A    
filed by Janus on December 23, 2003, including form of proxy card.              

(a)(5) Press release issued by Janus dated July 29, 2003 (incorporated by       
reference to Schedule 14A Information Statement filed by Janus on September 24, 
2003).*                                                                         

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(a)(6) Press release issued by Janus dated November 4, 2003 (incorporated by    
reference to Schedule 14A Information Statement filed by Janus on November 4,   
2003).*                                                                         

(b) Not applicable.                                                             

(c)(1) Opinion of Murray Devine & Co., Inc. dated July 28, 2003 (included as    
Annex C to the Preliminary Proxy Statement, which is incorporated herewith as   
Exhibit (a)(3)).                                                                

(c)(2) Valuation of the Common Stock of Janus Hotels and Resorts, Inc., as of   
June 30, 2003 by Murray Devine & Co., Inc. (included as Annex D to the          
Preliminary Proxy Statement, which is incorporated herewith as Exhibit (a)(3)). 

(c)(3) Murray Devine & Co. Inc. Valuation Overview presented to the Board of    
Directors on July 28, 2003 (included as Annex E to the Preliminary Proxy        
Statement, which is incorporated herewith as Exhibit (a)(3)).                   

(c)(4) Market Value Appraisal of Hotel Property, Holiday Inn Express Oceanside  
prepared by Integra Realty Resources for Murray Devine & Co.*                   

(c)(5) Market Value Appraisal of Hotel Property, Comfort Inn Akron West prepared
by Integra Realty Resources for Murray Devine & Co.*                            

(c)(6) Market Value Appraisal of Hotel Property, Days Inn Cambridge prepared by 
Integra Realty Resources for Murray Devine & Co.*                               

(c)(7) Market Value Appraisal of Hotel Property, Holiday Inn Canton prepared by 
Integra Realty Resources for Murray Devine & Co.*                               

(c)(8) Market Value Appraisal of Hotel Property, Days Inn prepared by Integra   
Realty Resources for Murray Devine & Co.*                                       

(c)(9) Market Value Appraisal of Hotel Property, Holiday Inn Hudson prepared by 
Integra Realty Resources for Murray Devine & Co.*                               

(c)(10) Market Value Appraisal of Hotel Property, Holiday Inn Independence      
prepared by Integra Realty Resources for Murray Devine & Co.*                   

(d) (1) Agreement and Plan of Merger dated as of July 28, 2003 by and between   
Janus Hotels and Resorts, Inc. and Janus Acquisition, Inc. (included as Annex A 
to the Preliminary Proxy Statement, which is incorporated herewith as Exhibit   
(a)(3)).                                                                        

(d)(2) Subscription Agreement dated as of July 30, 2003 by Louis S. Beck        
(incorporated by reference to Exhibit (d)(2) of Amendment No. 1 to the          
Statement).*                                                                    

(d)(3) Subscription Agreement dated as of July 30, 2003 by Harvey G. Yeaggy     
(incorporated by reference to Exhibit (d)(3) of Amendment No. 1 to the          
Statement).*                                                                    

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(d)(4) Agreement as to Cancellation of Stock Option executed by Paul A. Tipps   
(incorporated by reference to Exhibit (d)(4) of Amendment No. 1 to the          
Statement).*                                                                    

(d)(5) Form of Agreement as to Cancellation of Stock Option and schedule of     
signatures thereto (incorporated by reference to Exhibit (d)(5) of Amendment No.
1 to the Statement).*                                                           

(f) Dissenter's rights under the Delaware General Corporation Law are set forth 
in Annex B to the Preliminary Proxy Statement, which is incorporated herewith as
Exhibit (a)(3).                                                                 

(g) Not applicable.                                                             

-----------------------                                                         
*      Previously Filed.                                                        

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SC 13E3/A
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SIGNATURES

After due inquiry and to the best of its knowledge and belief, each of the      
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.                                                     

                             JANUS HOTEL AND RESORTS, INC.

                          By: /s/ Michael M. Nanosky
                                          ----------------------------------
                        Name: Michael M. Nanosky
                Title: President
                       Date: December 23, 2003

                      JANUS ACQUISITION INC.

                     By: /s/ Louis S. Beck
                                          ----------------------------------
                   Name: Louis S. Beck
                Title: President
                        Date:  December 23, 2003

                 /s/ Louis S. Beck
                                      --------------------------------------
             Louis S. Beck
                       Date: December 23, 2003

                   /s/ Harry G. Yeaggy
                                      --------------------------------------
               Harry G. Yeaggy
                       Date: December 23, 2003

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/23/03		3		6			DEFM14A,  SC 13D
		12/12/03		3					PRER14A,  SC 13E3/A
		11/21/03		3					PRER14A,  SC 13E3/A
		11/4/03		4					8-K,  DEFA14A
		10/2/03		3					PRER14A,  SC 13E3/A
		9/24/03		3					DEFA14A
		8/13/03		2		3			PREM14A,  SC 13E3
		7/30/03		4
		7/29/03		3
		7/28/03		3		4			8-K
		6/30/03		4					10-Q
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