CNL Hotels and Resorts

Welcome to the Settlement Website For
CNL Hotels & Resorts, Inc. Securities Litigation

You may be affected if you meet the following definition:

All persons who purchased or otherwise acquired any securities of CNL Hotels & Resorts, inc. (f/k/a CNL Hospitality Properties, Inc.) ("CHR") pursuant to or by means of CHR's offerings, registration statements, and/or prospectuses between August 16, 2001 and August 16, 2004, inclusive ("Class Period") ("Purchaser Class");

And / or

All persons who were CHR stockholders entitled to vote on the proposals presented in CHR's proxy statement dated June 21, 2004 ("Proxy Class").

PLEASE NOTE: The distribution of the Net Settlement Consideration to place on June 18, 2010.

IMPORTANT DATES & DEADLINES
Settlement Hearing: July 26, 2006
Objections: Filed and Served on or before
July 12, 2006
Request for Exclusion: Postmarked and mailed no later than July 12, 2006
Investment Data Form: Postmarked and mailed no later than November 3, 2006
Proof of Claim Form: Postmarked and mailed no later than November 3, 2006

1. The Proxy Class claims are proposed to be settled by (a) CHR's entering into an Amended Merger Agreement, subject to shareholder approval, which significantly reduces the amount that CHR will pay to acquire its Advisor, CNL Hospitality Corp., compared to the Original Merger Agreement approved by CHR stockholders pursuant to the June 2004 Proxy; (b) CHR's entering into certain Advisor Fee Reduction Agreements, which significantly reduces certain historic, current, and future advisory fees that CHR pays its Advisor before the Merger; and (c) the adoption of certain corporate governance provisions by the CHR Board of Directors. Those Settling Defendants who were directors of CHR during the negotiation and execution of the Amended Merger Agreement and the Advisor Fee Reduction Agreements (the "New Agreements") have acknowledged that this Action was among the material factors taken into account in connection with the terms of the New Agreements. It is Plaintiffs' position that the net amount that CHR will pay in merger consideration and for advisory fees as a result of the New Agreements will be approximately $200,000,000 less than CHR would have paid under the terms of the Original Merger Agreement and the prior advisory fee structure had the Original Merger Agreement become effective on a timely basis.

2. The Purchaser Class claims are proposed to be settled by Settling Defendants' payment of $35,000,000, payable in three annual installments (January 2007 to January 2009). These monies, after payment of fees and expenses, will be distributed pursuant to a Plan of Allocation to all eligible members of the Purchaser Class.

The Settlement will resolve all claims, including known and unknown claims that could have been alleged in the Action through the date when Judgment is entered dismissing the Action with prejudice, of Named Plaintiffs and the Proxy Class and the Purchaser Class against all present and former Defendants and their affiliates, including CNL Hotels & Resorts, Inc. (f/k/a CNL Hospitality Properties, Inc.) ("CHR"), CNL Securities Corp. ("CSC"), CNL Hospitality Corp. (the "Advisor"), James M. Seneff, Jr., Robert A. Bourne, Thomas J. Hutchison III, John A. Griswold, Charles E. Adams, Lawrence A. Dustin, Craig M. McAllaster, and Robert E. Parsons, Jr. ("Settling Defendants"). A hearing will be held on July 26, 2006, at 1:00 p.m., before the Honorable Hon. Gregory A. Presnell at the United States District Court for the Middle District of Florida ("Court"), Courtroom No. 3, George C. Young U.S. Courthouse and Federal Bldg., 80 N. Hughey Avenue, Orlando, FL 32801 ("Final Settlement Hearing") to determine whether the proposed Settlement and Plan of Allocation should be approved by the Court as fair, reasonable, and adequate, and to consider the application of Plaintiffs' Counsel for attorneys' fees and reimbursement of litigation expenses.

IF YOU ARE A MEMBER OF THE CLASSES DESCRIBED ABOVE AND MORE FULLY IN THE NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION (the "Class Notice" - please see the link at the right), YOUR RIGHTS WILL BE AFFECTED BY THE SETTLEMENT. IF YOU ARE A MEMBER OF THE PURCHASER CLASS YOU MAY BE ENTITLED TO SHARE IN THE NET SETTLEMENT CONSIDERATION.

You may also contact the Claims Administrator at 877-318-6652 or in writing at In re CNL Hotels & Resorts, Inc. Securities Litigation, c/o Rust Consulting, Inc., Claims Administrator, P.O. Box 24706, West Palm Beach, FL 33416. Please note that changes of address must be made in writing to the above address.

If you are a member of the Purchaser Class you will be receiving an Investment Data Form ("IDF") and a Proof of Claim in addition to your Notice. If the information on the IDF is correct, you will need to do nothing in order to share in the Settlement consideration. Depending on how, and on what date, you acquired and/or disposed of your shares of CHR stock, you may be required to submit a Proof of Claim in order to be eligible to share in Settlement consideration. Time to file or submit any changes to the IDF and/or the Proof of Claim, has passed. You will be bound by any judgment entered in the Action whether or not you make a claim.

IF YOU DESIRE TO BE EXCLUDED FROM THE PURCHASER CLASS, you must have filed a Request for Exclusion by July 12 2006. The time to filed an exclusion has passed.

ANY OBJECTION TO THE PROPOSED SETTLEMENT, Plan of Allocation or application for attorneys' fees and reimbursement of litigation expenses must have been filed no later than July 12, 2006 and has now passed.

PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE REGARDING THIS NOTICE.

INQUIRIES MAY BE MADE TO:

DISTRIBTUION CONTACT INFORMATION

For questions regarding your distribution please contact:

  • Write to: In re CNL Hotels & Resorts, Inc. Securities Litigation 
                 c/o Complete Claim Solutions, Inc. 
                 P.O. Box 24706
                 West Palm Beach, Florida 33416

  • Call (877) 318-6652, toll-free.

  • CNLFORMS@chimiclessettlement.com

  • Write to one of Co-Lead Counsel at one of these addresses:

    Nicholas E. Chimicles, Esq.,CHIMICLES & TIKELLIS LLP,
    361 West Lancaster Avenue, Haverford, PA 19041
    Website: www.chimicles.com

    Lawrence A. Sucharow, Esq.,
    LABATON SUCHAROW & RUDOFF LLP,
    100 Park Avenue, New York, NY 10017,
    Website: www.labaton.com

    Lawrence P. Kolker, Esq., WOLF HALDENSTEIN ADLER
    FREEMAN & HERZ LLP,
    270 Madison Avenue, New York, NY 10016
    Website: www.whafh.com.

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INFORMATION
FAQs
(PDF; 5 Pages; 29K)
Order Preliminarily Approving Settlement
(PDF; 12 Pages; 441K)
Summary Notice
(PDF; 2 Page; 45K)
Notice of Pendency and Proposed Settlement
(PDF; 16 Pages; 112K)
PlanOfAllocation.pdf
(PDF; 8 Pages; 75K)
Motion for Approval of Settlement
(PDF; 5 Pages; 100K)
Memorandum of Law in Support of the Settlement
(PDF; 88 Pages; 2.1MB)
Declaration in Support of the Settlement
(PDF; 91 Pages; 2.5MB)
Order Granting Final Approval of the Settlement
(PDF; 10 Pages; 100KB)

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