-----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, FXTUzFppMX2oaEfbTYPj7CqDw3HqXDVoWx8qdHVqPOOAmmQMTmcbaVzaNdPPHXnN EfC51zQZzTysONwHWDRlFg== 0000950137-04-007637.txt : 20040910 0000950137-04-007637.hdr.sgml : 20040910 20040910164803 ACCESSION NUMBER: 0000950137-04-007637 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040902 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040910 DATE AS OF CHANGE: 20040910 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: 041025983 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 c88134e8vk.txt CURRENT REPORT 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: September 2, 2004 (Date of earliest event reported) -------------------------- ARLINGTON HOSPITALITY, INC. (Exact name of registrant as specified in its charter) -------------------------- Delaware 0-15291 36-3312434 (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation) Identification No.) 2355 South Arlington Heights Road Suite 400 Arlington Heights, Illinois 60005 (Address of Principal Executive Offices) (847) 228-5400 (Registrant's telephone number, including area code) 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. On September 2, 2004, Arlington Hospitality, Inc., a Delaware corporation (the "Company" or "Arlington") entered into a modification of a temporary letter agreement with PMC Commercial Trust ("PMC") (AMEX: PCC), the landlord of 20 AmeriHost Inn hotels operated by the Company. The modification is described in the press release attached hereto as Exhibit 99.1 and is hereby incorporated by reference pursuant to Instruction F to Form 8-K. Item 8.01 Other Events. On September 10, 2004, the Company issued a press release announcing the modification of the temporary letter agreement with PMC. A copy of the Company's press release is attached to this current report on Form 8-K as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. 99.1 Press Release of Arlington Hospitality, Inc., dated September 10, 2004, Announcing Modification of Temporary Agreement with Landlord. 2 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: September 10, 2004 Arlington Hospitality, Inc. (Registrant) By: /s/ Jerry H. Herman ---------------------------------- Jerry H. Herman Chief Executive Officer By: /s/ James B. Dale ---------------------------------- James B. Dale Senior Vice President and Chief Financial Officer 3 EX-99.1 2 c88134exv99w1.txt PRESS RELEASE EXHIBIT 99.1 [AH LOGO] ARLINGTON HOSPITALITY, INC. 2355 South Arlington Heights Road - Suite 400 - Arlington Heights, IL 60005 847-228-5400 Fax: 847-228-5409 www.arlingtonhospitality.com 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 MODIFICATION OF TEMPORARY LETTER AGREEMENT ARLINGTON HEIGHTS, Ill., September 10, 2004--Arlington Hospitality, Inc. (Nasdaq/NM: HOST), a hotel development and management company, today announced the modification of the temporary letter agreement with PMC Commercial Trust ("PMC") (AMEX: PCC), the landlord of 20 AmeriHost Inn hotels operated by Arlington. One hotel owned by PMC and leased by Arlington was sold to a third party in August 2004. Arlington continues its on-going discussions to restructure its leases with PMC and to allow for the sale of the remaining 20 leased hotels to third parties. As a result of the modification, the monthly base rent for the 20 hotel leases has reverted to the terms in effect prior to the original temporary letter agreement. The temporary letter agreement had provided for the deferral of a portion of the base rent for the months of March through July, which reduced the monthly payments from approximately $445,000 to approximately $360,000, and allowed the company to utilize $200,000 of its lease security deposit to partially fund the base rent payments. The temporary letter agreement had provided that the accumulated deferred portion of the base rent (approximately $434,000) plus $200,000 - more - Arlington Page 2 needed to restore the security deposit to its March 12, 2004 balance, be repaid to PMC in four equal monthly installments beginning September 1, 2004. Under the terms of the current modification, the four-month repayment schedule was eliminated, and the approximate $434,000 in accumulated deferred rent was funded from the existing lease security deposit. In addition, the current modification provides that the remaining balance of the lease security deposit totaling approximately $173,000 be utilized to reduce the outstanding balance of a note payable to PMC executed in connection with the sale of a leased property in August 2004. PMC reserved the right to require Arlington to replenish the lease security deposit as of August 31, 2005, to its original balance for each hotel leased at that time. Arlington paid the full base rent of approximately $445,000 for August and $423,000 for September 2004, reflecting the sale of one hotel in August. While the objective of the company's on-going discussions with PMC is to reach a global agreement, there can be no assurances that the leases will be restructured on terms and conditions acceptable to the company and its subsidiary. ABOUT ARLINGTON HOSPITALITY Arlington Hospitality, Inc. is a hotel development and management company that builds, operates and sells mid-market hotels. Arlington is the nation's largest owner and franchisee of AmeriHost Inn hotels, a 105-property, mid-market, limited-service hotel brand owned and presently franchised in 20 states and Canada by Cendant Corporation (NYSE: CD). Currently, Arlington Hospitality, Inc. owns or manages 54 properties in 15 states, including 49 AmeriHost - more - Arlington Page 3 Inn hotels, for a total of 3,960 rooms, with additional AmeriHost Inn & Suites hotels under development. 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. For a discussion of these factors, see the Company's report on Form 10-K for the year ended December 31, 2003, report on Form 10-Q for the three months ended March 31, 2004, and report on Form 10-Q for the three and six months ended June 30, 2004 under the section headed "Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Factors" as they may be updated in the company's subsequent SEC filings. - 30 - -----END PRIVACY-ENHANCED MESSAGE-----