-----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, MB/UwtbHroLkjnmKQxL8StKP+e5D+YD+y/OhTnLkyA1l0rtv5k5Am+g/KFVKY8A5 1EcroKwOUjyCUcQIr3kgEw== 0001362310-08-003515.txt : 20080702 0001362310-08-003515.hdr.sgml : 20080702 20080702130049 ACCESSION NUMBER: 0001362310-08-003515 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080701 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080702 DATE AS OF CHANGE: 20080702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Morgans Hotel Group Co. CENTRAL INDEX KEY: 0001342126 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 161736884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33738 FILM NUMBER: 08932755 BUSINESS ADDRESS: STREET 1: 475 TENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-277-4100 MAIL ADDRESS: STREET 1: 475 TENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 8-K 1 c73794e8vk.htm FORM 8-K Filed by Bowne Pure Compliance
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2008

Morgans Hotel Group Co.
(Exact name of registrant as specified in its charter)
         
Delaware   001-33738   16-1736884
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
475 Tenth Avenue
New York, NY
  10018
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 277-4100
 
Not applicable
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

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Item 8.01. Other Events.

On July 1, 2008, Morgans Hotel Group Co. issued a press release announcing that its Board of Directors has authorized the repurchase of up to $30 million worth of its common stock, or approximately 9.0% of its outstanding shares based on the current market price.  A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 8.01.  

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

     
 
   
Exhibit Number 
 

Description

  
    
99.1
  Press release issued by Morgans Hotel Group Co. dated July 1, 2008

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SIGNATURES  

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  

         
 
       
    MORGANS HOTEL GROUP CO.
 
       
 
       
Date: July 2, 2008
  By:   /s/ Richard Szymanski
 
      Richard Szymanski
Chief Financial Officer

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EXHIBIT INDEX

     
 
   
Exhibit Number 
 

Description

  
    
99.1
  Press release issued by Morgans Hotel Group Co. dated July 1, 2008

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EX-99.1 2 c73794exv99w1.htm EXHIBIT 99.1 Filed by Bowne Pure Compliance

Exhibit 99.1

MORGANS HOTEL GROUP ANNOUNCES NEW $30 MILLION
STOCK REPURCHASE PROGRAM

New York, NY July 1, 2008 – Morgans Hotel Group Co. (NASDAQ: MHGC) (“MHG”) today announced that the Company’s Board of Directors has authorized a repurchase of up to $30 million of MHG common stock, or approximately 9% of its outstanding shares, based on the current market price. The Company has previously completed two stock repurchase programs, totaling $75 million.

“This repurchase program reflects the confidence of our Board of Directors in MHG’s unique market position,” said Fred J. Kleisner, President and Chief Executive Officer of MHG. “We believe that the purchase of MHG shares is an attractive investment for our Company. Our balance sheet and cash position provide us the financial flexibility to implement this program, which we believe is an excellent way to continue to build value for our shareholders.”

Stock repurchases will be made from time to time through the open market or in privately negotiated transactions. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities. The stock repurchase program may be suspended or terminated at any time without prior notice, and will expire on July 1, 2009.

The Company also noted that the deadline to obtain construction financing for the Echelon project has been extended to September 15, 2008.

About Morgans Hotel Group
Morgans Hotel Group Co. (NASDAQ: MHGC) operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and The Shore Club in Miami, Mondrian in Los Angeles and Scottsdale, Clift in San Francisco, and Sanderson and St Martins Lane in London. MHG and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. MHG has other property transactions in various stages of completion, including projects in Miami Beach, Florida; Chicago, Illinois; SoHo, New York; Las Vegas, Nevada; and Palm Springs, California. For more information please visit www.morganshotelgroup.com.

Forward-Looking and Cautionary Statements
Statements contained in this press release which are not historical facts are forward-looking statements as the term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of words such as “expects,” “plans,” “estimates,” “projects,” “intends,” “believes,” “guidance,” and similar expressions that do not relate to historical matters. These forward-looking statements are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors which include, but are not limited to, downturns in economic and market conditions, particularly levels of spending in the business, travel and leisure industries; hostilities, including future terrorist attacks, or fear of hostilities that affect travel; risks related to natural disasters, such as earthquakes and hurricanes; risks associated with the acquisition, development and integration of properties; the seasonal nature of the hospitality business; changes in the tastes of our customers; increases in real property tax rates; increases in interest rates and operating costs; the impact of any material litigation; the loss of key members of our senior management; general volatility of the capital markets and our ability to access the capital markets; and changes in the competitive environment in our industry and the markets where we invest, and other risk factors discussed in MHG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and other documents filed by MHG with the Securities and Exchange Commission from time to time. All forward-looking statements in this press release are made as of the date hereof, based upon information known to management as of the date hereof, and MHG assumes no obligations to update or revise any of its forward-looking statements even if experience or future changes show that indicated results or events will not be realized.

Contacts:

Richard Szymanski
Morgans Hotel Group
212-277-4188

Andi Salas
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

 

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