-----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, MPuyQhYEZMIzu6BEPQSy63khGYevgc3O1NOOMa2ytzOek02PI/MgLKmBB9YXWWeO 02v5z5jY9XNF7DoI60E/Mw== 0000950137-04-010686.txt : 20041203 0000950137-04-010686.hdr.sgml : 20041203 20041203143046 ACCESSION NUMBER: 0000950137-04-010686 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041129 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Material Impairments ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041203 DATE AS OF CHANGE: 20041203 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: 041183183 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 c90242e8vk.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: November 29, 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 (IRS Employer incorporation) File No.) 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 November 29, 2004, Arlington Hospitality, Inc. (the "Company") and Jerry H. Herman, its president and chief executive officer entered into a Separation Agreement pursuant to which Mr. Herman immediately resigned as a member of the Company's board of directors and tendered his resignation as the Company's president and chief executive officer effective as of December 31, 2004. Pursuant to the Separation Agreement: (i) the Company and Mr. Herman exchanged general mutual releases with respect to liabilities arising from his employment with the Company; (ii) the Company agreed to continue to pay Mr. Herman his base salary through March 31, 2005 in accordance with its customary payroll practices; and (iii) Mr. Herman agreed to reasonably assist the Company through June 30, 2005 with its transition to a new president and chief executive officer. A copy of the Separation Agreement is attached to this current report on Form 8-K as Exhibit 10.1. ITEM 1.02 - TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. The Separation Agreement (described in Item 1.01, above) provides for the termination of that certain Employment Agreement, dated December 19, 2002, by and between the Company and Mr. Herman, except as specifically provided in the Separation Agreement. ITEM 2.06 - MATERIAL IMPAIRMENTS As previously disclosed in the Company's SEC filings, a joint venture in which the Company has a controlling ownership interest leases a non-AmeriHost Inn hotel. The operations of this hotel have been classified as "discontinued operations" in the Company's consolidated statement of operations. In connection with the operations of this hotel, the joint venture purchased furniture, fixtures and equipment and made leasehold improvements which were depreciated over their useful life or the term of the lease. The lease originally was scheduled to expire on May 31, 2010. In May 2004, the terms of the lease were modified, to among other things, accelerate the expiration of the lease to the earlier of: (a) November 1, 2005, or (b) the date on which the landlord sells the property, redevelops the property or leases the property to a new tenant. As such, the joint venture has previously accelerated the depreciation of the furniture, fixtures and equipment and leasehold improvements to reflect the November 1, 2005 lease termination date. On December 1, 2004, the joint venture was notified that the landlord had entered into a contract for the sale of the property which is expected to close in early 2005. As a result of the anticipated accelerated termination of the lease upon the sale of the hotel, on December 2, 2004, the joint venture determined to immediately reduce the remaining net book value of the furniture, fixtures and equipment and leasehold improvements by approximately $1 million to their estimated salvage value. This non-cash charge will be reflected in the Company's consolidated statement of operations for the fourth quarter of 2004 as "discontinued operations" net of tax. ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On November 29, 2004, Jerry H. Herman, resigned as a member of the Company's board of directors effective immediately and tendered his resignation as the Company's president and chief executive officer effective as of December 31, 2004, pursuant to a Separation Agreement described in Item 1.01, above. A copy of the Company's press release announcing Mr. Herman's resignation is attached to this current report on Form 8-K as Exhibit 99.1. On December 1, 2004, the Company's board of directors appointed Stephen K. Miller, senior vice president real estate and business development, to serve as the Company's interim chief executive officer, upon separation of current president and chief executive officer Jerry H. Herman on December 31, 2004, until a permanent chief executive officer is hired. Mr. Miller has been the Company's senior vice president, real estate and business development since August 2003. From January 2003 to August 2003, Mr. Miller provided services as a consultant to companies in the hospitality industry. From 1999 to 2002, Mr. Miller was executive vice president of development and acquisition for Carlson Hotels Worldwide, responsible for acquiring, constructing and designing properties. In this position, Mr. Miller oversaw an acquisition fund of approximately $500 million, and established development policies, investment guidelines and closing procedures. From 1989 to 1999, Mr. Miller was a vice president for Wyndham International, an owner and operator of hotels, where he directed the expansion of the Wyndham brand in the Eastern United States, Canada and the Caribbean. Mr. Miller has also worked in a senior development capacity for Interstate Hotel Corporation, Embassy Suites Hotels and Holiday Inns, Inc. ITEM 8.01 - OTHER EVENTS On December 2, 2004, the Company issued a press release announcing the 2004 annual shareholder meeting date. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.2. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS. EXHIBITS 10.1 Separation Agreement, dated as of November 29, 2004, by and between Arlington Hospitality, Inc. and Jerry H. Herman. 99.1 Press Release of Arlington Hospitality, Inc., dated November 29, 2004, announcing Resignation of Jerry H. Herman. 99.2 Press Release of Arlington Hospitality, Inc., dated December 2, 2004, announcing the appointment of an interim CEO and annual shareholder meeting date. 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: December 3, 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 EX-10.1 2 c90242exv10w1.txt SEPARATION AGREEMENT Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement ("Agreement") is made and entered into as of this 29th day of November (the "Execution Date") by and among Arlington Hospitality, Inc., a Delaware corporation (the "Company") and Jerry H. Herman ("Executive"). (The Company and Executive are hereinafter sometimes referred to individually as a "Party" and collectively as the "Parties"). WHEREAS, pursuant to the Employment Agreement, executed December 19, 2002 and effective January 7, 2003, by and between the Company and Executive (the "Employment Agreement"), Executive has served as president and chief executive officer of the Company; WHEREAS, Executive desires to resign from his position, and the Company desires to accept Executive's resignation, on the terms and conditions set forth herein; NOW, THEREFORE, for and in consideration of the promises and covenants made between the Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Termination of Employment and Directorship. Inasmuch as Executive has decided not to relocate to Chicago, Executive hereby resigns as the Company's president and chief executive officer with such resignation effective as of December 31, 2004 (the "Effective Date") and the Company hereby accepts such resignation effective as of the Effective Date. From the Execution Date through the Effective Date, Executive agrees to continue to perform his duties as set forth in the Employment Agreement and the Company agrees to continue to pay Executive his current Base Salary (as defined in the Employment Agreement) in accordance with the Company's payroll practices. Effective as of the Execution Date, Executive resigns as a member of the board of directors of the Company and agrees that, notwithstanding the provisions of Section 3 of the Employment Agreement, he shall have no further right to a position on the Company's board of directors, and the Company hereby accepts such resignation effective as of the Execution Date. Except as otherwise expressly provided herein, the Parties' rights and obligations under the Employment Agreement shall be terminated and the Employment Agreement shall be of no further force and effect. 2. Separation Payment. The Company agrees to pay Executive three months Base Salary which shall be payable from January 1, 2005 through March 31, 2005, in equal installments over such period in accordance with the Company's regular payroll practices, and which shall be subject to all customary federal, state and local deductions. Executive shall continue to participate in the Company's medical and dental insurance plans on terms available to senior executive officers of the Company through March 31, 2005. 3. Transition Assistance. From the Effective Date through June 30, 2005, Executive agrees to provide such reasonable assistance to the Company as is necessary for the Company to transition to a new president and chief executive officer, including being available at reasonable times by phone during regular business hours to answer any questions any director or officer of the Company may have with respect to the operations and finances of the Company; provided, however, so long as the directors and officers of the Company do not make more than a reasonable limited number of telephone calls per day and are cognizant of the other time commitments and vacation schedule of Executive and Executive reasonably provides assistance under such circumstances, then under no circumstances shall any act or omission under this Section 3 affect the payments to Executive under Section 2 above. 4. Company Records and Equipment. On the Effective Date, Executive agrees to return to the Company any and all Company equipment, property, products, services, processes, technology, inventions, patents, business strategies, pricing information, current and prospective customer lists, marketing plans and any and all other materials relating to the Company or its business in Executive's possession in whatever form or medium whether written, electronic, recorded or otherwise. The Company hereby agrees that the Company's outside corporate counsel shall keep true and accurate copies of all board of director and board committee minutes that were taken during Executive's employment with the Company. Prior to the Effective Date, Executive agrees to take all actions necessary to remove himself as a signatory on the Company's bank accounts as of the Effective Date. 5. Non-Solicitation and Non-Competition. Executive acknowledges and agrees that the Restrictive Covenants of Section 8 of the Employment Agreement shall remain in full force and effect for the time periods set forth therein and reaffirms his obligations to abide by such Restrictive Covenants; provided, however, that Exhibit B to the Employment Agreement shall be deemed modified to limit the same only to AmeriHost Inn and any other Cendant Brand; and provided, further, that Executive covenants and agrees that he shall not, directly or indirectly, solicit, pursue, or interfere with the Company's negotiations with respect to, any potential hotel development site which the Company is investigating or pursuing, for a period of six months from the Effective Date. 6. Non-disparagement. Each Party agrees not to, directly or indirectly, slander, libel or otherwise disparage or make any false statements or take any action which is, or is intended to, or could reasonably be expected to, be detrimental to the other Party, its business or reputation. 7. Release. (a) Except for the rights and obligations arising under this Agreement and claims related thereto, and except as provided under Section 10 below, Executive, for himself and his successors, administrators, executors, trusts, trustees, beneficiaries, heirs and assigns, hereby fully and generally releases, waives and forever discharges the Company, its subsidiaries and affiliates and their respective shareholders, directors, officers, employees, agents and attorneys whether past or present (the "Released Parties"), from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys' fees, whether known or unknown, including, but not limited to, all claims arising out of Executive's employment with or separation from the Company, its predecessors, successors and assigns, such as (by way of example only) any claim for compensation, expense reimbursement, severance or other benefits apart from the benefits stated herein; breach of contract; wrongful or tortious discharges; impairment of economic opportunity; any claim under common law or equity; any tort; claims for reimbursements; claims for commissions; implied or express employment contracts or estoppel; or claims for 2 employment discrimination under Title VII of the Civil Rights Act of 1964, as amended, the Rehabilitation Act of 1973, as amended, the Americans with Disabilities Act of 1990, as amended, the Civil Rights Act of 1866 and 1991, as amended, or any other state, federal or local law, statute or regulation. Executive acknowledges and agrees that this release, the release contained in Section 8 and the covenant not to sue set forth in Section 9 are essential and material terms of this Agreement and that, without such release and covenant not to sue, no agreement would have been reached by the parties and no separation payment would have been paid. (b) Except for the rights and obligations arising under this Agreement and claims relating to the willful misconduct or fraud of the Executive, the Company for itself and its wholly-owned subsidiaries, hereby fully and generally releases, waives and forever discharges the Executive, for himself and his successors, administrators, executors, trusts, trustees, beneficiaries, heirs and assignees from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys' fees, whether known or unknown, including, but not limited to, all claims arising out of Executive's employment with or separation from the Company, its predecessors, successors, assigns, such as (by way of example only) any claim for compensation, severance or other benefits apart from the benefits stated herein; breach of contract; impairment of economic opportunity; any claim under common law or equity; and any tort. 8. Executive's Release of Age Claims. EXECUTIVE SPECIFICALLY WAIVES AND RELEASES THE COMPANY AND ITS AGENTS FROM ALL CLAIMS EXECUTIVE MAY HAVE AS OF THE DATE EXECUTIVE SIGNS THIS AGREEMENT REGARDING CLAIMS OR RIGHTS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED 29 U.S.C. Section 621 ("ADEA"). THIS SECTION 8 DOES NOT WAIVE RIGHTS OR CLAIMS THAT MAY ARISE UNDER THE ADEA AFTER THE DATE EXECUTIVE SIGNS THIS AGREEMENT; EXECUTIVE FURTHER AGREES: (a) THAT EXECUTIVE'S WAIVER OF RIGHTS UNDER THIS RELEASE IS KNOWING AND VOLUNTARY AND IN COMPLIANCE WITH THE OLDER WORKER'S BENEFIT PROTECTION ACT OF 1990; (b) THAT EXECUTIVE UNDERSTANDS THE TERMS OF THIS RELEASE; (c) THAT THE SEPARATION PAYMENT AND OTHER BENEFITS CALLED FOR IN THIS AGREEMENT WOULD NOT BE PROVIDED TO ANY EXECUTIVE TERMINATING HIS EMPLOYMENT WITH THE COMPANY WHO DID NOT SIGN A RELEASE SIMILAR TO THIS RELEASE, THAT SUCH PAYMENT AND BENEFITS WOULD NOT HAVE BEEN PROVIDED HAD EXECUTIVE NOT SIGNED THIS RELEASE, AND THAT THE PAYMENT AND BENEFITS ARE IN EXCHANGE FOR THE SIGNING OF THIS RELEASE; (d) THAT EXECUTIVE HAS BEEN ADVISED IN WRITING BY THE COMPANY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE; (e) THAT THE COMPANY HAS GIVEN EXECUTIVE A PERIOD OF AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS RELEASE WHICH EXECUTIVE MAY WAIVE BY SIGNING THIS AGREEMENT ON A DATE PRIOR TO THE EXPIRATION OF THAT TWENTY-ONE (21) DAY PERIOD; (f) THAT EXECUTIVE REALIZES THAT FOLLOWING EXECUTIVE'S EXECUTION OF THIS RELEASE, EXECUTIVE HAS SEVEN (7) DAYS IN WHICH TO REVOKE THIS RELEASE BY WRITTEN NOTICE TO THE COMPANY; AND (g) THAT THIS ENTIRE 3 AGREEMENT SHALL BE VOID AND OF NO FORCE AND EFFECT IF EXECUTIVE CHOOSES TO SO REVOKE, AND IF EXECUTIVE CHOOSES NOT TO SO REVOKE, THAT THIS AGREEMENT AND RELEASE SHALL THEN BECOME EFFECTIVE AND ENFORCEABLE. 9. Covenant Not to Sue. To the maximum extent permitted by law, and except for any claims arising under this Agreement or for claims against Executive with respect to willful misconduct or fraud, each Party covenants not to sue or to institute or cause to be instituted any action in any federal, state or local agency or court against the other Party. In addition, nothing herein shall be construed to prevent Executive from enforcing any rights he may have under the Employee Retirement Income Security Act of 1974 ("ERISA"). 10. Indemnification. The Company shall defend, indemnify and hold harmless Executive in the manner, and to the extent, the Company is required to defend, indemnify and hold harmless, its officers and directors pursuant to its Amended and Restated Certificate of Incorporation, as amended and its Amended and Restated By-Laws, as amended for any claim against Executive relating to acts performed by Executive as an officer or director of the Company during the course and scope of his employment or directorship by the Company. The Company shall use its commercially reasonable best efforts to either continue in effect its directors and officers liability insurance policy applicable Executive on terms substantially similar to its presently existing directors and officers liability insurance policy (the "D&O Policy") for three (3) years after the Effective Date, or shall procure "tail" coverage for Executive on terms substantially similar to the D&O Policy. 11. Acknowledgment. Executive acknowledges by signing this Agreement that Executive has read and understands the significance and consequences of this Agreement, that Executive has had an opportunity to review whatever documents he deemed relevant to his decision to execute this Agreement, that Executive was advised by the Company to consult with his own legal counsel and has either conferred with or had the opportunity to confer with his own attorney regarding the terms and meaning of this Agreement, that no representations or inducements have been made to Executive except as set forth in this Agreement, and that Executive has signed this Agreement KNOWINGLY AND VOLUNTARILY. 12. Press Release and Disclosure. Subject to the provisions of Section 6 above, at any time following the execution of this Agreement, the Company may make any such public announcements or disclosures regarding Executive's resignation and this Agreement as the Company reasonably deems necessary to satisfy its disclosure obligations under applicable federal and state securities laws. Executive agrees not to make any public disclosures regarding his resignation and this Agreement without the prior written consent of the Company. 13. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter contained herein and merges all prior discussions, correspondence, agreements, promises, commitments, contracts or other instruments or understandings between them, and no Party shall be bound by any subsequent instrument, agreement or representation pertaining to the subject matter contained herein unless expressed in writing and signed by the Parties hereto. 4 14. Counterparts. This Agreement may be executed in two or more counterparts, each shall have the same force and effect as the other, as one and the same instrument. 15. Governing Law. This Agreement shall be governed by the internal laws of the State of Illinois. 16. Binding Agreement. The Parties hereto warrant that each has been represented by counsel in connection with this Agreement, that they have read this Agreement, that they intend to be legally bound by the same, that they have entered into this Agreement freely and voluntarily, and that they have the full right, power, authority and capacity to enter into and execute the same. The Parties hereto further warrant that this Agreement is entered into with no Party relying upon any statement or representation made by any other Party not expressly embodied in this Agreement. 17. Equitable Relief. Executive expressly acknowledges and agrees that the violation of any of the provisions of this Agreement would cause immediate and irreparable harm, loss and damage to the Company not adequately compensable by a monetary award. Without limiting any of the other remedies available to the Company at law or in equity, or the Company's right or ability to collect money damages, Executive agrees that any actual or threatened violation of any of the provisions of this Agreement may be immediately restrained or enjoined by any court of competent jurisdiction, and that a temporary restraining order or injunction (preliminary or final) or any other equitable relief may be issued in any court of competent jurisdiction. 18. Attorneys' Fees. In any claim arising out of or relating to this Agreement, the prevailing party shall recover his or its reasonable costs and attorneys' fees. 19. Venue and Jurisdiction. Venue and jurisdiction of any lawsuit involving this Agreement shall exist in state and federal courts in Cook County, Illinois; however, if the Company seeks injunctive relief, the company may file such action wherever in its judgment relief might most effectively be obtained. 20. Notices. All notices, requests and other communications hereunder shall be in writing and shall be deemed to be duly given if delivered or mailed by prepaid mail addressed to: (a) If to Executive: Jerry H. Herman 7100 Glenbrook Rd. Bethesda, Maryland 20814 (b) If to the Company: Arlington Hospitality, Inc. 2355 S. Arlington Heights Rd. Suite 400 Arlington Heights, Illinois 60005 Attn: James B. Dale or such other address as the addressee may direct in writing. 21. No Presumption Against Drafter. Each of the Parties has jointly participated in the negotiation and drafting of this Agreement. In the event an ambiguity or a question of intent 5 or interpretation arises, this Agreement shall be construed as if drafted jointly by each of the Parties and no presumptions or burdens of proof shall arise favoring any Party by virtue of the authorship of any provisions of this Agreement. 22. Captions. The captions applied to the sections of this Agreement are for convenience only and shall not affect their meaning or construction. 23. Waiver. The failure of either party to insist in any instance or performance of any term of this Agreement shall not be construed as a waiver of future performance of any such term. 24. Severability. If any portion of this Agreement is held invalid or unenforceable, the remainder thereof shall remain in full force and effect, and if the invalidity or unenforceability is due to the unreasonableness of time or geographical restrictions, such covenants and restrictions shall be effective for such period of time and for such areas as may be determined to be reasonable by a court of competent jurisdiction. 6 IN WITNESS WHEREOF, the Parties have hereunto set their hands as of the date first written above. EXECUTIVE: THE COMPANY: ARLINGTON HOSPITALITY, INC. /s/ Jerry H. Herman By: /s/ Kenneth M. Fell - ------------------------- ---------------------------------- JERRY H. HERMAN Name: Kenneth M. Fell --------------------------- Title: Chairman of the Board --------------------------- 7 EX-99.1 3 c90242exv99w1.txt PRESS RELEASE EXHIBIT 99.1 [ARLINGTON HOSPITALITY 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 JERRY HERMAN TO STEP DOWN AS ARLINGTON HOSPITALITY, INC. CEO AT YEAR END ARLINGTON HEIGHTS, Ill., November 29, 2004--Arlington Hospitality, Inc. (Nasdaq/NM: HOST), a hotel development and management company, today announced that Jerry H. Herman has stepped down from the board of directors effective immediately but will remain as the company's president and CEO until the end of 2004. "It has been a pleasure working with Jerry these past two years," said Kenneth M. Fell, Arlington's chairman of the board. "Along with the board, he helped develop a new strategy and chart a progressive course that has led the company through a difficult downturn in the industry. Arlington now has a more solid foundation, and the company is in a good position to move forward, just as the industry recovery is gaining momentum. We appreciate all of his efforts on behalf of our employees and shareholders, and wish him well in his new endeavors. Arlington's board of directors has formed a committee to oversee the search for Herman's replacement, and plans to engage a national search firm in the near future to assist us in finding a successor." "We have made progress in implementing our new strategy and business plan for Arlington, and I believe the company is now in a better position to return to the path of growth," - more - Herman to Leave Page 2 Herman said. "I have commuted from my home in Washington, D.C. these past two years, and for personal reasons I cannot relocate to Chicago at this time. It has been a pleasure to work with the board to create a new strategic vision for Arlington and to work with the great team of 800 associates in our corporate headquarters and at our hotels." 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 106-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 51 properties in 15 states, including 48 AmeriHost Inn hotels, for a total of 3,672 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, reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004,and September 30, 2004 under the section headed "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Risk Factors." EX-99.2 4 c90242exv99w2.txt PRESS RELEASE EXHIBIT 99.2 [ARLINGTON HOSPITALITY 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. RETAINS HVS FOR CEO SEARCH; NAMES INTERIM CEO ANNOUNCES ANNUAL SHAREHOLDER MEETING DATE ARLINGTON HEIGHTS, Ill., December 2, 2004-- Arlington Hospitality, Inc. (Nasdaq: HOST) today announced that it has retained HVS Executive Search (HVS) to direct the search for a new president and chief executive officer, and that it will hold its annual shareholder meeting on December 22, 2004. PRESIDENT AND CHIEF EXECUTIVE OFFICER SEARCH; INTERIM CEO HVS Executive Search is a search firm that specializes in the lodging industry. The search will be led by Keith Kefgen, president of HVS. During the search process, the company will seek and consider qualified candidates from both outside as well as inside the company. The company's board of directors has formed a search committee composed of four directors who will evaluate candidates presented by HVS and make recommendations to Arlington's full board. The company expects to begin the search as soon as practicable. The board has appointed Stephen K. Miller, senior vice president real estate and business development, to serve as the company's interim CEO, upon the separation of current president and CEO Jerry Herman on December 31, 2004, until a permanent CEO is hired. Miller, a 25-year hotel industry veteran, has been with Arlington since August 2003 and, as a key member of - more - Arlington Hospitality Page 2 its business strategy committee, has been involved in all facets of the company. Prior to joining Arlington Hospitality, Miller held executive level hotel development positions at Carlson Hotels Worldwide and Wyndham International. ANNOUNCES ANNUAL SHAREHOLDER MEETING DATE Separately, the company said it will hold its annual meeting at 9 a.m. CST on Wednesday, December 22, 2004, at Arlington's corporate headquarters located at 2355 S. Arlington Heights Rd., Arlington Heights, Ill. The record date for determination of shareholders entitled to vote at the meeting is November 24, 2004. Shareholders will vote on the election of directors and the ratification of the company's independent auditors. Additional details on these items are available in Arlington's annual meeting proxy statement, which is on file with the Securities and Exchange Commission and will be posted to the company's Web site, www.arlingtonhospitality.com. 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 106-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 51 properties in 15 states, including 48 AmeriHost Inn hotels, for a total of 3,672 rooms, with additional AmeriHost Inn & Suites hotels under development. - more - Arlington Hospitality Page 3 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, reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004,and September 30, 2004 under the section headed "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Risk Factors." -----END PRIVACY-ENHANCED MESSAGE-----