www.sec.gov/Archives/edgar/data/1022820/0001047469-03-0 -
[Cached Version]
Published on: 11/6/2003
Last Visited: 11/7/2003
CANDLEWOOD HOTEL CO INC entered into an employment agreement with Mr. Jack DeBoer under which he agreed, subject to certain conditions, to continue to serve as the Company's Chief Executive Officer.The contract provides that upon a change of control of CANDLEWOOD HOTEL CO INC or termination of employment under certain circumstances, Mr. DeBoer will be entitled to a payment equal to three times his average annual salary for the previous three years.The contract also provides that for two years after Mr. DeBoer's contract ends, subject to the aforementioned exceptions, Mr. DeBoer will not engage in the acquisition, founding, development, operation, or management of any new hotel company or chain.
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In addition, CANDLEWOOD HOTEL CO INC purchases property and casualty insurance, worker's compensation coverage and builders risk insurance through Manning & Smith Insurance, an insurance agency in which Mr. DeBoer owns a minority interest.The insurance contracts were awarded through a competitive bid process.For the years ended December 31, 2002, 2001 and 2000, the Company paid insurance premiums to Manning & Smith Insurance for such coverages in the amount of $2,205,000, $1,628,000 and $990,000, respectively.CANDLEWOOD HOTEL CO INC did not utilize Manning & Smith Insurance in 2003.
OTHER AGREEMENTS
CANDLEWOOD HOTEL CO INC purchases property and casualty insurance, worker's compensation coverage, and builders risk insurance through Manning & Smith Insurance, an insurance agency in which Mr. DeBoer previously owned a minority interest.On June 1, 2002, Manning & Smith Insurance was sold to Arthur Gallagher & Company, an unaffiliated third party.
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The Company purchases corporate air travel through Wichita Air Services, a Wichita, Kansas based air travel service, owned by Mr. DeBoer.
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Mr. DeBoer is a majority owner of Wichita Downtown Residence Associates.
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Mr. DeBoer is a majority partner in The Hotel at Old Town, Inc.
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Jack P. DeBoer(6)(7)
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DeBoer and Fix, Doubletree and certain other parties signatory thereto in connection with the issuance of CANDLEWOOD HOTEL CO INC's Series B Preferred Stock (collectively, the "Stockholders Group").
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DeBoer, Fix, Cresci (through his association with Pecks), Morris (through his association with Olympus Growth Fund II, L. P. ("OGF-II") and Olympus Executive Fund, L.P. ("OEF"), Pados (through his association with Private Equity Investors III, L.P. ("PEI-III") and Equity-Linked Investors-II ("ELI-II"), Doubletree and the other parties to the Stockholders Agreement may therefore be deemed to beneficially own those shares listed as beneficially owned by the Stockholders Group.
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Mr. DeBoer has no interest in the DeBoer Trusts and disclaims beneficial ownership of such shares.
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Attn: Mr. Jack P. DeBoer