-----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, MqBSVqZyQ0SSjh1fW3v7kuFUYZXp+vMcqP3XSSE1mt/Kj8nzi7J2WnQbZt1YqhR0 xCbWhvM7D+HMHji4fS72gw== 0000950137-05-006580.txt : 20050526 0000950137-05-006580.hdr.sgml : 20050526 20050526165004 ACCESSION NUMBER: 0000950137-05-006580 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050520 ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Other Events FILED AS OF DATE: 20050526 DATE AS OF CHANGE: 20050526 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: 05860657 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 c95639e8vk.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: May 20, 2005 (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 2.04 - TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT As previously described in our Form 10-Q for the quarter ended March 31, 2005, our subsidiary did not make the May 2005 monthly rent payment for the 18 hotels leased by it from PMC Commercial Trust ("PMC") pursuant to the Master Lease Agreement, as amended (the "PMC lease"), in the total amount of approximately $310,000. Additionally, our subsidiary has only partially paid the real estate taxes for 12 of the 18 leased hotels. Our subsidiary's obligations under the PMC lease are guaranteed by us. As a result of the failure to make the May 2005 lease payment, we received a letter from PMC purporting that we were in default of the PMC lease as of May 13, 2005. As a result of this purported default, on May 23, 2005, we received a letter from PMC's legal counsel notifying us that we are also in default of the Proceeds Deficit Note (the "Note") payable by us to PMC, which Note is further evidenced and governed by the Proceeds Deficit Loan Agreement (the "Loan Agreement"), and that PMC has exercised its option to accelerate the maturity of the Note, together with all interest and other charges due under the Loan Agreement. The letter specifies that the principal balance of the Note is approximately $845,000, and that all indebtedness owing under the Note and Loan Agreement is immediately due and payable. Additionally, we were notified that from May 23, 2005, the Note shall bear interest at the Default Rate (15% per annum) as defined in the Loan Agreement. The Note and Loan Agreement have been previously described in our SEC filings and are filed as exhibits to our Form 8-K filed on October 7, 2004. ITEM 8.01 - OTHER EVENTS As described in Item 2.04 above, as a result of the failure to pay the May 2005 lease payments to PMC pursuants to the PMC lease and to pay in full the real estate taxes for 12 of the 18 leased hotels, by a letter dated May 16, 2005, PMC terminated our subsidiary's right to possession of all leased properties and demanded possession by various dates beginning on May 20, 2005. On May 20, 2005, PMC filed a lawsuit against us and our subsidiary in the District Court of Collin County, Texas, 296th Judicial District, Cause No. 296-1673-05. We received notice of the lawsuit on May 20, 2005. The lawsuit seeks a temporary restraining order be entered against us and our subsidiary and seeks payment of the past due rent and real estate taxes. The temporary restraining order was granted ex parte on May 20, 2005. The order, among other things, restrains us from using income from the 18 leased hotels without PMC's prior approval. In addition to the injunctive action, the lawsuit alleges that pursuant to our guaranty of the PMC lease, we are responsible for the full amount of the past due rent together with late charges and costs and attorney's fees. On May 25, 2005, we filed an emergency motion to dissolve the temporary restraining order. Our motion, among other things, alleges that (i) injunctive relief is inappropriate because PMC has failed to show that the harm is imminent, that any harm that will occur without a temporary restraining order is irreparable and that there is no adequate remedy at law, (ii) the terms of the temporary restraining order are too indefinite to be enforced, (iii) the temporary restraining order constitutes a de facto receiver order, (iv) the bond for the temporary restraining order is inadequate, and (v) venue is not proper in Collin County, Texas. Based on the foregoing, we believe that the court should dissolve the temporary restraining order. The motion is scheduled to be heard by the court on Friday, May 27, 2005 at 9:00 a.m. 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: May 26, 2005 Arlington Hospitality, Inc. (Registrant) By: /s/ Stephen K. Miller ----------------------------------- Stephen K. Miller Interim Chief Executive Officer By: /s/ James B. Dale ----------------------------------- James B. Dale Senior Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----