-----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, LYW3O3qNcL6WhUTWDiBnUxOxpqFfeyHsdo3TZyv5npVAxNLUKbv9RfmkUO7MTfEa 1JPfmOp2gJNuYWgTUtDlQQ== 0000950137-06-000521.txt : 20060118 0000950137-06-000521.hdr.sgml : 20060118 20060118141950 ACCESSION NUMBER: 0000950137-06-000521 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060112 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060118 DATE AS OF CHANGE: 20060118 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: 06535275 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 c01702e8vk.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: January 12, 2006 (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 Identification No.) incorporation)
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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On January 12, 2006, Arlington Hospitality, Inc. and its subsidiaries and affiliates (the "Debtors") completed the sale of substantially all of their assets to Sunburst Hotel Holdings, Inc. and certain of its affiliates (collectively, "Sunburst") and SJB Equities, Inc. and its affiliates (collectively, "SJB"), each of which are unaffiliated with one another and with Arlington Hospitality Inc., pursuant to separate asset purchase agreements. Pursuant to the respective purchase agreements, (1) Sunburst purchased substantially all of the assets of Debtors and assumed certain agreements including the development agreement, royalty sharing agreement, and individual hotel franchise agreements between Arlington Hospitality, Inc. and affiliates of Cendant (the "Cendant Agreements") but excluding two wholly owned hotels, those assets being purchased by, and contracts being assumed by, SJB and Arlington Hospitality Inc.'s corporate headquarters office building; and (2) SJB purchased Debtors' ownership interests in four hotel joint ventures, and assumed certain contracts and agreements, including the construction contracts for an AmeriHost Inn hotel being built in Columbus, Ohio. The total consideration for the sale of the assets, and the assumption of the agreements pursuant to the purchase agreements, was approximately $28.1 million, comprised of $9.5 million in cash and the assumption of mortgage debt of approximately $18.6 million on the purchased hotel assets. In addition, Cendant Corporation (NYSE: CD) consented to Arlington Hospitality, Inc.'s assignment of, and Sunburst's assumption of, the Cendant Agreements. Sunburst declined to purchase the two hotel assets as permitted under the purchase agreement, and as a result, both hotels where immediately turned over by the company to the mortgage lender, PMC Commercial Trust ("PMC"). In addition, upon the closing of the purchase transactions, Arlington rejected its twelve remaining hotel leases with PMC and is in the process of relinquishing possession of these hotels. There is no material relationship between Arlington Hospitality, Inc. or any of its affiliates or any officer or director of Arlington Hospitality, Inc., on the one hand, and Sunburst or SJB, on the other hand. The Debtors are is in the process of evaluating claims, and attempting to sell Arlington Hospitality, Inc.'s corporate headquarters office building located in Arlington Heights, IL, so that they may propose a liquidation plan to the U.S. Bankruptcy Court for the Northern District of Illinois (the "Court") as soon as practicable. It is unlikely that shareholders of Arlington Hospitality, Inc. will receive a cash distribution pursuant to any liquidation plan filed with the Court since any remaining cash will be used to settle creditors' claims and pay administrative costs of the bankruptcy proceeding. The Asset Purchase Agreement by and among Debtors and Sunburst was previously filed as Exhibit 2.1 to the Form 8-K of Arlington Hospitality, Inc. filed on October 31, 2005, as amended by Amendment No. 1 to the Asset Purchase Agreement by and among Debtors and Sunburst, filed as Exhibit 2.1 to the Form 8-K of Arlington Hospitality, Inc. filed on December 13, 2005. The Joint Venture Purchase Agreement by and among Debtors and SJB, as amended by Amendment No. 1 to the Joint Venture Purchase Agreement by and among Debtors and SJB, was previously filed as Exhibit 2.2 and Exhibit 2.3, respectively. Arlington Hospitality Inc.'s press release dated January 18, 2006 announcing, among other things, the sale of the assets is attached hereto as Exhibit 99.1. A complete listing of all motions filed and orders issued in the bankruptcy case relating to the Debtors may be accessed through the United States Bankruptcy Court for the Northern District of Illinois pacer system (https://ecf.ilnb.uscourts.gov/) using case number 05-B34885 and associated cases. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits.
EXHIBIT DESCRIPTION ------- ----------- 99.1 Press Release of Arlington Hospitality, Inc. dated January 18, 2006.
SIGNATURE 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: January 18, 2006 Arlington Hospitality, Inc. (Registrant) By: /s/ James B. Dale -------------------------------------- James B. Dale Interim Chief Executive Officer, Senior Vice President and Chief Financial Officer EXHIBIT INDEX
EXHIBIT DESCRIPTION ------- ----------- 99.1 Press Release of Arlington Hospitality, Inc. dated January 18, 2006.
EX-99.1 2 c01702exv99w1.txt PRESS RELEASE 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 SUCCESSFULLY CONSUMMATES SALE OF SUBSTANTIALLY ALL ASSETS ARLINGTON HEIGHTS, Ill., January 18, 2006 -- Arlington Hospitality, Inc. and subsidiaries (HOST.PK) (collectively, "Arlington" or the "company") today announced that, on January 12, 2005, the company successfully completed the sale of substantially all of the company's assets. Sunburst Hotel Holdings, Inc. and its affiliates ("Sunburst"), and SJB Equities, Inc. and its affiliates ("SJB"), both of which are unaffiliated with one another and with Arlington Hospitality, Inc., purchased substantially all of the assets, pursuant to separate asset purchase agreements. In addition, Cendant Corporation (NYSE: CD) consented to Sunburst's assignment and assumption of the development agreement, royalty-sharing agreement, and individual hotel franchise agreements between Arlington and affiliates of Cendant (the "Cendant Agreements"). The total consideration for the sale of the assets, and the assumption of the Cendant Agreements, was approximately $28.1 million, comprised of $9.5 million in cash and the assumption of mortgage debt of approximately $18.6 million on the purchased hotel assets. Chanin Capital Partners served as Arlington's exclusive financial advisor in connection with the sale of substantially all of Arlington's assets. - more - Arlington Hospitality Page 2 Sunburst purchased substantially all the assets of the company, and assumed certain contracts and agreements, except for two wholly owned hotels, the company's corporate headquarters office building, and those assets purchased and contracts assumed by SJB. Sunburst declined to purchase the two hotel assets as permitted under the purchase agreement, and as a result, both hotels where immediately turned over by the company to the mortgage lender, PMC Commercial Trust ("PMC"). SJB purchased ownership interests in four hotel joint ventures, and assumed certain contracts and agreements, including the construction contracts for an AmeriHost Inn hotel being built in Columbus, Ohio. A copy of each purchase agreement was previously filed with the Securities and Exchange Commission as exhibits to Arlington's Form 8-K dated December 13, 2005. Upon the closing of the purchase transactions, Arlington rejected its 12 remaining hotel leases with PMC and is in the process of relinquishing possession of these hotels. Arlington is currently in the process of evaluating claims, and attempting to divest its corporate headquarters office building, and assign certain land purchase contracts where possible, so that it may propose a liquidation plan to the U.S. Bankruptcy Court for the Northern District of Illinois (the "Court") as soon as practicable. It is unlikely that shareholders of Arlington will receive a cash distribution pursuant to any liquidation plan since any remaining cash will be used to settle creditors' claims and pay administrative costs of the bankruptcy proceeding. Arlington's corporate office building continues to be marketed for sale by Cohen Financial, as approved by the Court. Parties interested in purchasing the office building should contact Richard Tannenbaum, managing director for Cohen, at (312) 803-5689, rtannenbaum@cohenfinancial.com; or Jon Simon, managing director, at (312) 803-5107, jsimon@cohenfinancial.com. Sunburst Hospitality, based in Silver Spring, Md., is a diversified real estate owner and operator, with interests in hotels, golf course and residential developments, multi-family communities and self-storage properties. Currently, Sunburst Hospitality's hotel portfolio includes 47 hotels across the United States. 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, 2004 and report on Form 10-Q for the three months ended March 31, 2005 under the section headed "Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Factors." Additional factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the ability of the company to obtain court approval with respect to motions in the Chapter 11 proceeding; risks associated with the Chapter 11 trustee or third parties seeking to convert the case to a Chapter 7 case; and the company's ability to maintain contracts that are critical to the wind down of its operations. - 30 - -----END PRIVACY-ENHANCED MESSAGE-----