-----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, BO6OfyE5ujR6lmaPYv9Pb0MYgB+6IkcJL1nkYZf2PQFEssKuDjQV7SI6QC++Q4Fg LxwHjRhDD90whDONpxfDXw== 0000950137-03-005575.txt : 20031030 0000950137-03-005575.hdr.sgml : 20031030 20031030171420 ACCESSION NUMBER: 0000950137-03-005575 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031029 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARLINGTON HOSPITALITY INC CENTRAL INDEX KEY: 0000778423 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 363312434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15291 FILM NUMBER: 03967429 BUSINESS ADDRESS: STREET 1: 2355 SOUTH ARLINGTON HEIGHTS ROAD STREET 2: SUITE 400 CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60005 BUSINESS PHONE: 8472285400 MAIL ADDRESS: STREET 1: 2355 SOUTH ARLINGTON HEIGHTS ROAD STREET 2: SUITE 400 CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60005 FORMER COMPANY: FORMER CONFORMED NAME: AMERIHOST PROPERTIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICA POP INC DATE OF NAME CHANGE: 19871111 8-K 1 c80492e8vk.txt CURRENT REPORT 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) October 29, 2003 Arlington Hospitality, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-15291 36-3312434 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification Number) 2355 South Arlington Heights Road, Suite 400, Arlington Heights, Illinois 60005 - -------------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (847) 228-5400 N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On October 29, 2003, Arlington Hospitality, Inc. (the "Company") issued a press release announcing the results of its annual meeting. A copy of the Company's press release is attached to this current report on Form 8-K as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS 99.1 Press Release of Arlington Hospitality, Inc. dated October 29, 2003 Announcing Results of Annual Meeting. 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. DATE: October 30, 2003 Arlington Hospitality, Inc. (Registrant) By: /s/ James B. Dale --------------------------------------- James B. Dale Senior Vice President and Chief Financial Officer
EX-99.1 3 c80492exv99w1.txt PRESS RELEASE DATED 10/29/03 EXHIBIT 99.1 [AH LOGO] [ARLINGTION HOSPITALITY, INC. LETTERHEAD] For Immediate Release CONTACT: MEDIA CONTACT: James B. Dale, Chief Financial Officer Jerry Daly or Carol McCune 847-228-5401 x 361 703-435-6293 jimdale@arlingtonhospitality.com jerry@dalygray.com ARLINGTON HOSPITALITY, INC. ANNOUNCES RESULTS OF ANNUAL MEETING ARLINGTON HEIGHTS, Ill., October 29, 2003--Arlington Hospitality, Inc. (Nasdaq/NM: HOST), a hotel development and management company, announced the results of its 2003 Annual Meeting of Stockholders, held today at the company's offices. At the annual meeting, the company's stockholders elected the seven nominated directors, and approved the other four proposals voted upon at the meeting, which were to: 1. ratify the appointment of KPMG LLP as the company's independent auditors for the year ending December 31, 2003; 2. approve the company's 2003 Non-Employee Director Stock Compensation Plan; 3. approve the company's 2003 Long-Term Incentive Plan; and 4. approve a 1-for-100 reverse stock split, immediately followed by a 100-for-1 forward stock split. The concurrent reverse/forward split approved at the meeting is intended as a means of reducing the company's administrative costs and allowing holders of less than 100 of the company's shares to receive cash for their shares without incurring transaction costs. The effective date of the reverse/forward split is November 28, 2003. Stockholders owning less than 100 shares prior to the effective date of the reverse/forward split who desire to maintain ownership in the company must purchase enough shares prior to the effective date so that they own 100 or more shares of common stock on the effective date. - more - Arlington Hospitality Page 2 The company intends to treat stockholders holding common stock in street name through a nominee, such as a bank or broker-dealer, in the same manner as stockholders whose shares are registered in their own names. The company will instruct all nominees to effect the reverse/forward split for their beneficial holders. These nominees may, however, have different procedures for effecting the splits, so stockholders who hold shares in street name should contact their bank or broker-dealer. For further details on the reverse/forward split, investors should refer to the investor relations page of the company's website at www.ArlingtonHospitality.com, which has answers to frequently-asked questions regarding the transaction. Arlington Hospitality, Inc. is a hotel development and management company that builds, operates and sells mid-market hotels, primarily the AmeriHost Inn brand. Currently, Arlington Hospitality, Inc. owns or manages 66 properties in 17 states, including 58 AmeriHost Inn hotels, for a total of 4,820 rooms, with additional AmeriHost Inn & Suites hotels under development. The AmeriHost Inn brand is a mid-market, limited service hotel brand with approximately 100 properties located in 20 states and Canada. This press release may contain forward-looking statements. Forward-looking statements are statements that are not historical, including statements regarding management's intentions, beliefs, expectations, representations, plans or predictions of the future, and are typically identified by words such as "believe," "expect," "anticipate," "intend," "estimate," "may," "will," "should," and "could." There are numerous risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements including, without limitation, risks relating to the development and operation of hotels, the timing, consummation and final terms of hotel sales, the availability of capital to finance growth, geopolitical events, competition and the historical cyclicality of the lodging industry. All forward-looking statements included in this press release are based on information available at the time of the release, and Arlington Hospitality assumes no obligation to update any forward-looking statement. - 30 -
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