Jameson Inns, Inc. (Nasdaq: JAMS) today announced that in connection with its annual shareholder meeting, it intends to give its shareholders additional time to consider the additional materials recently sent to them (consisting of the appendices referred to in the proxy statement) and the information contained in this press release relating to the current shareholder lawsuit.
The Company will still convene the meeting at the scheduled time and place, 9:00 a.m. Wednesday, December 17, 2003, South Terraces Conference Center, 115 Perimeter Center Place, Atlanta, Georgia, and shareholders attending in person or by proxy will be able to vote at that time on the proposals described in the proxy statement. However, before closing the polls, there will be a proposal to adjourn the meeting until 9:00 a.m. on Friday, December 19, 2003, and at the same location as Wednesday's meeting. Shareholders will have until the polls are closed at the conclusion of the reconvened meeting to vote, or to change any previously submitted votes. The voting will then be finally tabulated. Shareholders will have until 4:00 p.m. on Thursday, December 18, 2003 to submit or change their votes by mail, facsimile, telephone, or by Internet, and can vote in person at the reconvened meeting on Friday, December 19.
On December 11, 2003, Thomas W. Kitchin, Robert D. Hisrich, Michael E. Lawrence and Thomas J. O'Haren (the "Individual Defendants"), the four directors of the Company filed a motion to dismiss or, in the alternative, for summary judgment, with respect to the complaint filed against them and the Company on October 31, 2003 in the Superior Court of DeKalb County, Georgia, by shareholder Tammy Newman on behalf of herself and all others similarly situated, and derivatively on behalf of the Company.
In her complaint, the plaintiff asserts that the consideration proposed to be paid by the Company in connection with its proposed acquisition of Kitchin Hospitality LLC constitutes a gross waste of corporate assets and a breach of fiduciary duty. She claims that the purchase price proposed to be paid is materially greater than the true value of Kitchin Hospitality LLC. The complaint also alleges that the preliminary proxy statement filed by the Company on Schedule 14A contains misrepresentations and omissions of material facts. In its definitive proxy statement mailed to its shareholders, the Company discloses the plaintiff's allegations originally made in a demand received from her counsel. The actual filing of the litigation and service of the summons on the Company was disclosed in a subsequent filing with the U.S. Securities and Exchange Commission.
In their motion, the Individual Defendants are asking the court to dismiss the complaint on several procedural and substantive grounds. In general, the Individual Defendants assert that the plaintiff's charges in the complaint fail to establish the necessary bases for a class action or to conform to the procedures necessary for such an action, that her allegations are inconsistent with the uncontroverted facts, making her allegations false and legally insufficient, and that the Individual Defendants followed all of the procedures under state law required to enable them to properly perform their duties and responsibilities on behalf of the Company and its shareholders without being subject to claims such as those being asserted by the plaintiff in the complaint. The plaintiff has thirty days to submit a response to this motion.
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