-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MKOx76q9z6QsupVQj0nB2nRD2H13/1y76sIleI91LFGgzpot1FDpTsjB5pBMlrYY k0Pg5CjBTz8QWICnNThEMg== 0000733553-99-000197.txt : 19990708 0000733553-99-000197.hdr.sgml : 19990708 ACCESSION NUMBER: 0000733553-99-000197 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990707 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SONESTA INTERNATIONAL HOTELS CORP CENTRAL INDEX KEY: 0000091741 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 135648107 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-06733 FILM NUMBER: 99659899 BUSINESS ADDRESS: STREET 1: 200 CLARENDON ST CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174215400 MAIL ADDRESS: STREET 1: 200 CLARENDON ST CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL CORP OF AMERICA DATE OF NAME CHANGE: 19700622 FORMER COMPANY: FORMER CONFORMED NAME: CHILDS CO DATE OF NAME CHANGE: 19681121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEUBERGER BERMAN LLC CENTRAL INDEX KEY: 0000733553 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 135521910 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 605 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10158-3698 BUSINESS PHONE: 2124769000 FORMER COMPANY: FORMER CONFORMED NAME: NEUBERGER & BERMAN LLC /ADV DATE OF NAME CHANGE: 19980223 FORMER COMPANY: FORMER CONFORMED NAME: NEUBERGER & BERMAN L P /ADV DATE OF NAME CHANGE: 19940411 FORMER COMPANY: FORMER CONFORMED NAME: NEUBERGER & BERMAN L P /ADV DATE OF NAME CHANGE: 19940411 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities and Exchange Act of 1934 (Amendment No. 3 ) Name of Issuer: Sonesta International Hotels Title of Class of Securities: Class A Cusip Number: 835438409 Name, Address and Telephone Number of Person authorized to receive notices and communications: Kenneth E. Leopold, Senior Attorney, c/o Neuberger Berman, 605 Third Avenue, NY, NY 10158 Date of Event which requires Filing of this statement: July 1, 1999 If the filing person has previously filed a statement on schedule 13g to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes). SCHEDULE 13 D CUSIP NO. 835438409 1.Name of Reporting Person S.S. or IRS identification NO. of Above Person Marvin Schwartz SS # ###-##-#### 2.Check the appropriate box if a member of a group* a b 3. Sec use only 4.Source of funds* P.F.O.O. 5.Check Box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) 6. Citizenship or place of organization U.S.A. 7. Sole Voting Power 3,500 8.Shared voting power 0 9.Sole dispositive power 3,500 10. Shared dispositive power 0 11. Aggregate amount beneficially owned by each reporting person 3,500 12.Check box if the aggregate amount in row 11 excludes certain shares* 13. Percent of class represented by amount in row 11. 0.17% 14.Type of reporting person* IN ITEM 1 Security and Issuer This statement related to the common stock (the "shares") of Sonesta International Hotels (the "Company"). The Address of the principal executive offices of the company is 200 Clarendon Street, Boston, MA 02116. ITEM 2 Identity and Background A) The name of the individual filing this statement is Marvin Schwartz B) The business address of Marvin Schwartz is: c/o Neuberger Berman, LLC, 605 Third Avenue, New York, New York 10158- 3698. C) Marvin Schwartz is a Principal of Neuberger Berman, LLC, a limited liability company organized under the laws of the State of Delaware. Neuberger Berman, LLC is a registered broker/dealer and registered investment advisor which conducts a general brokerage, dealer and investment advisory business. This filing is made by Mr. Schwartz individually and not in his capacity as Principal of Neuberger Berman, LLC. The shares are held individually by Mr. Schwartz and others. The firm of Neuberger Berman, LLC has no voting or dispositive power regarding these shares. D) During the last five years Marvin Schwartz has not been convicted in a criminal proceeding(excluding traffic violations or similar misdemeanors). E) During the last five years Marvin Schwartz has not been a party to a civil proceeding as a result of which he is subject to judgement, decree or order enjoining future violations of or prohibiting or mandating activated subject to Federal or State securities laws or finding any violation with respect to such laws. F) Marvin Schwartz is a United States citizen. ITEM 3 Source and Amounts of Funds Marvin Schwartz owns 3,500 Shares for his personal account. ITEM 4 Purpose of Transaction Not applicable ITEM 5 Interest in Securities of the Issuer A) Marvin Schwartz is the beneficial owner of 3,500 shares which represents 0.17% of the 2,068,215 shares outstanding. B) Marvin Schwartz has the sole power to dispose of 3,500 shares and has shared dispositive power with regard to 0 shares. Marvin Schwartz has sole voting power with regard to 3,500 shares and has shared voting power with regard to 0 shares. C) During the 60 days surrounding the event triggering this filing, Marvin Schwartz effected 1 transaction in the shares. The trade dates and prices are noted below: Trade Date B/S Shares Price 07/01/99 S 209,600 18 ITEM 6 Contracts, Agreements, Understandings or Relationship with Respect to Securities of Issuer Mr. Schwartz has signed a letter agreement wherein he agrees to sell 209,600 shares he beneficially owns, back to the issuer. As part of this agreement, the issuer agreed to pay Mr. Schwartz the difference in price between the $18.00 per share he received for the shares and the price the Company would pay to purchase other shares in the future through a tender offer or sale of the Company. This agreement is in effect until July 1, 2001. The letter agreement is attached hereto as Exhibit 1. ITEM 7 Material to be filed as Exhibits See answer to Item 6 above. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signatures After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: Marvin Schwartz Exhibit 1 June 17, 1999 Mr. Marvin C. Schwartz PERSONAL C/o Neuberger Berman 605 Third Avenue New York, NY 10158-3698 Dear Marvin: This letter will confirm my recent phone conversations with you, Carl Randolph and Ken Leopold. Sonesta agrees to purchase the 209,600 shares of its Common Stock that you, the trusts f/b/o your son and your daughter and the trust f/b/o your niece owned as of May 1, 1999 and presently own for $18.00 per share: a total of $3,772,800. Sonesta further agrees that if a tender offer to Common Stock shareholders, or sale of the Company, results in these shareholders receiving more than $18.00 per share, in cash or stock, or any combination of cash and stock, for any portion of their stock any time prior to July 1, 2001, you, the trusts f/b/o your son and your daughter, and the trust f/b/o your niece shall be entitled to additional cash compensation equal to that excess (above $18.00 per share) multiplied by 209,600. As I mentioned to you last week, Sonesta has no plans that would result in this additional compensation being payable to you. This will also confirm Sonesta's plans to issue a stock dividend - one new share for each share previously owned - on July 30, 1999 to holders of record on July 16. This event is intended to assure that Sonesta maintains a sufficient number of shares in public float to remain on a major exchange, As a result of this transaction the reference to $18.00 per share in the previous paragraph with respect to additional cash compensation shall be deemed to be $19.00 per share. We propose July 1, 1999, as a transaction date. On that day we will complete this transaction through Depository Trust Company ("DTC"), as follows: You shall deliver the above- referenced shares to Sonesta, and Sonesta shall transfer payment for the shares, simultaneously through DTC. We will also acquire a letter from Neuberger Berman that the shares transferred to Sonesta through DTC are the shares owned by you and the above trusts. This letter is intended to replace and supercede my letter to you of May 26, 1999. If the above accurately sets forth our agreement, please acknowledge so in the space provided and return this letter to me via fax. Best personal regards. Sincerely yours, Peter J. Sonnabend The Above Is Acknowledged And Agreed To ____________________________ Marvin C. Schwartz Date: June 23, 1999 -----END PRIVACY-ENHANCED MESSAGE-----