-----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, EcWgU7rLWhlNmA95q1veODtLh0tohqS4Yn1XiEV1Yocgx1IdR1qcuFWfqi1lkmY5 e0KQWEuRCSusiUPC2ZGtwQ== 0001399010-11-000008.txt : 20110120 0001399010-11-000008.hdr.sgml : 20110120 20110120073513 ACCESSION NUMBER: 0001399010-11-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110120 DATE AS OF CHANGE: 20110120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Red Lion Hotels CORP CENTRAL INDEX KEY: 0001052595 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 911032187 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55145 FILM NUMBER: 11537263 BUSINESS ADDRESS: STREET 1: 201 W NORTH RIVER DRIVE STREET 2: SUITE 100 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: 5094596100 MAIL ADDRESS: STREET 1: 201 W NORTH RIVER DRIVE STREET 2: SUITE 100 CITY: SPOKANE STATE: WA ZIP: 99201 FORMER COMPANY: FORMER CONFORMED NAME: WESTCOAST HOSPITALITY CORP DATE OF NAME CHANGE: 20000214 FORMER COMPANY: FORMER CONFORMED NAME: CAVANAUGHS HOSPITALITY CORP DATE OF NAME CHANGE: 19980108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Columbia Pacific Opportunity Fund, L.P. CENTRAL INDEX KEY: 0001399010 IRS NUMBER: 208451143 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1910 FAIRVIEW AVENUE EAST STREET 2: STE 500 CITY: Seattle STATE: WA ZIP: 98102-3698 BUSINESS PHONE: (206) 453-0291 MAIL ADDRESS: STREET 1: 1910 FAIRVIEW AVENUE EAST STREET 2: STE 500 CITY: Seattle STATE: WA ZIP: 98102-3698 FORMER COMPANY: FORMER CONFORMED NAME: Columbia Pacific Opportunity Fund LP DATE OF NAME CHANGE: 20070509 SC 13D/A 1 rlh13dfiling20110120.txt AMENDMENT NO. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Red Lion Hotels Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 756764106 (CUSIP Number) Alexander B. Washburn c/o Columbia Pacific Advisors, LLC 1910 Fairview Avenue East, Suite 500 Seattle, Washington 98102 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 19, 2011 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X] - ------------------------------------------------------------------------------ Cusip No. 756764106 Schedule 13-D Page 2 of 10 1. Names of Reporting Persons Columbia Pacific Opportunity Fund, L.P. (1) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Washington NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 4,158,976 shares of Common Stock (2) 8. Shared Voting Power 0 shares of Common Stock 9. Sole Dispositive Power 4,158,976 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,158,976 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 22.3% (3) 14. Type of Reporting Person PN (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 4,158,976 shares of Common Stock to which this Schedule 13D relates. (3) Based on 18,654,263 shares of common stock outstanding as of November 2, 2010, as reported on the Company's Form 10-Q for the period ended September 30, 2010, filed on November 8, 2010. - ------------------------------------------------------------------------------ Cusip No. 756764106 Schedule 13-D Page 3 of 10 1. Names of Reporting Persons Columbia Pacific Advisors, LLC (1) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Washington NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 4,158,976 shares of Common Stock (2) 8. Shared Voting Power 0 shares of Common Stock 9. Sole Dispositive Power 4,158,976 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,158,976 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 22.3% (3) 14. Type of Reporting Person IA (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 4,158,976 shares of Common Stock to which this Schedule 13D relates. (3) Based on 18,654,263 shares of common stock outstanding as of November 2, 2010, as reported on the Company's Form 10-Q for the period ended September 30, 2010, filed on November 8, 2010. - ------------------------------------------------------------------------------ Cusip No. 756764106 Schedule 13-D Page 4 of 10 1. Names of Reporting Persons Alexander B. Washburn (1) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 4,158,976 shares of Common Stock (2) 8. Shared Voting Power 0 shares of Common Stock 9. Sole Dispositive Power 4,158,976 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,158,976 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 22.3% (3) 14. Type of Reporting Person IN (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 4,158,976 shares of Common Stock to which this Schedule 13D relates. (3) Based on 18,654,263 shares of common stock outstanding as of November 2, 2010, as reported on the Company's Form 10-Q for the period ended September 30, 2010, filed on November 8, 2010. - ------------------------------------------------------------------------------ Cusip No. 756764106 Schedule 13-D Page 5 of 10 1. Names of Reporting Persons Daniel R. Baty (1) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 4,158,976 shares of Common Stock (2) 8. Shared Voting Power 0 shares of Common Stock 9. Sole Dispositive Power 4,158,976 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,158,976 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 22.3% (3) 14. Type of Reporting Person IN (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 4,158,976 shares of Common Stock to which this Schedule 13D relates. (3) Based on 18,654,263 shares of common stock outstanding as of November 2, 2010, as reported on the Company's Form 10-Q for the period ended September 30, 2010, filed on November 8, 2010. - ------------------------------------------------------------------------------ Cusip No. 756764106 Schedule 13-D Page 6 of 10 1. Names of Reporting Persons Stanley L. Baty (1) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 4,158,976 shares of Common Stock (2) 8. Shared Voting Power 0 shares of Common Stock 9. Sole Dispositive Power 4,158,976 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,158,976 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 22.3% (3) 14. Type of Reporting Person IN (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 4,158,976 shares of Common Stock to which this Schedule 13D relates. (3) Based on 18,654,263 shares of common stock outstanding as of November 2, 2010, as reported on the Company's Form 10-Q for the period ended September 30, 2010, filed on November 8, 2010. - ------------------------------------------------------------------------------ Cusip No. 756764106 Schedule 13-D Page 7 of 10 1. Names of Reporting Persons Brandon D. Baty (1) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 4,158,976 shares of Common Stock (2) 8. Shared Voting Power 0 shares of Common Stock 9. Sole Dispositive Power 4,158,976 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,158,976 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 22.3% (3) 14. Type of Reporting Person IN (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 4,158,976 shares of Common Stock to which this Schedule 13D relates. (3) Based on 18,654,263 shares of common stock outstanding as of November 2, 2010, as reported on the Company's Form 10-Q for the period ended September 30, 2010, filed on November 8, 2010. - ------------------------------------------------------------------------------ Cusip No. 756764106 Schedule 13-D Page 8 of 10 EXPLANATORY NOTE This Amendment No. 7 amends the Schedule 13D filed jointly by Columbia Pacific Opportunity Fund, L.P., a Washington limited partnership (the "Fund"), Columbia Pacific Advisors LLC, a Washington limited liability company (the "Adviser"), Alexander B. Washburn, a U.S. citizen, Daniel R. Baty, a U.S. citizen, Stanley L. Baty, a U.S. citizen, and Brandon D. Baty, a U.S. citizen (each a "Reporting Person" and collectively the "Reporting Persons") with the Securities and Exchange Commission on June 27, 2008, as amended on February 11, 2009, September 1, 2009, June 16, 2010, July 21, 2010, October 18, 2010 and December 1, 2010 with respect to the common stock, par value $0.01 per share (the "Common Stock") of Red Lion Hotels Corporation (the "Company"). Mr. Washburn, Mr. D. Baty, Mr. S. Baty and Mr. B. Baty serve as the managing members of the Adviser, which is primarily responsible for all investment decisions regarding the Fund's investment portfolio. The shares of Common Stock reported herein are held in the portfolio of the Fund. Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a "group" for any purpose and the Reporting Persons expressly disclaim membership in a group. Except as specifically set forth herein, the Schedule 13D remains unmodified. Item 4. Purpose of Transaction The Reporting Persons have sent a letter to the Board of Directors of the Issuer. A copy of the referenced letter is attached as Exhibit A. Item 5. Interest in Securities of the Issuer The response set forth in Item 5(c) of the Schedule 13D is hereby replaced in its entirety by the following: (c) No trades of Common Stock have been made during the past 60 days by the Reporting Persons on behalf of the Fund. Item 7. Material to Be Filed as Exhibits Exhibit A: Letter to the Board of Directors. - ------------------------------------------------------------------------------ Cusip No. 756764106 Schedule 13-D Page 9 of 10 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 20, 2011 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P. (1) /s/ Alexander B. Washburn By: Alexander B. Washburn Title: Managing Member of Columbia Pacific Advisors, LLC, its general partner Dated: January 20, 2011 COLUMBIA PACIFIC ADVISORS, LLC (1) /s/ Alexander B. Washburn By: Alexander B. Washburn Title: Managing Member Dated: January 20, 2011 /s/ Alexander B. Washburn Alexander B. Washburn (1) Dated: January 20, 2011 /s/ Daniel R. Baty Daniel R. Baty (1) Dated: January 20, 2011 /s/ Stanley L. Baty Stanley L. Baty (1) Dated: January 20, 2011 /s/ Brandon D. Baty Brandon D. Baty (1) ________________ (1) This Amendment is being filed jointly by the Fund, the Adviser, Alexander B. Washburn, Daniel R. Baty, Stanley L. Baty, and Brandon D. Baty pursuant to the Joint Filing Agreement dated August 6, 2009 and included with the signature page to the Fund's Schedule 13D with respect to the Company filed on September 1, 2009 and incorporated by reference herein. - ------------------------------------------------------------------------------ Cusip No. 756764106 Schedule 13-D Page 10 of 10 Exhibit A January 19, 2011 Board of Directors Red Lion Hotels Corporation 201 West North River Drive, Suite 100 Spokane, WA 99201 Dear Directors: As the largest shareholder of Red Lion Hotels Corporation, we are encouraged by the Company's strategic decision to unlock value in Company real estate assets through the sale of both the Red Lion Hotel Fifth Avenue and the Red Lion Hotel Denver Southeast. This is an important first step in the process to create and return value to shareholders. We believe it is important and consistent with the Board's fiduciary duty that this sale process be structured to maximize the return to shareholders, including considering offers with or without franchise licenses. And while we are encouraged that this process has begun, we believe the fact that these two hotels represent a large percentage of the Company's enterprise value should compel the Board to explore the sale of the entire Company or all of its real estate assets while focusing on growing the high margin franchise and management businesses. We intend to closely follow the process and, as previously disclosed, may choose to directly participate. Sincerely, Columbia Pacific Opportunity Fund, L.P. -----END PRIVACY-ENHANCED MESSAGE-----