8-K

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: February 4, 2003

ShoLodge, Inc.

(Exact name of registrant as specified in its charter)

Tennessee
(State or other jurisdiction of
incorporation or organization)

0-19840
(Commission File Number) 62-1015641
(I.R.S. Employer Identification Number)

130 Maple Drive North
Hendersonville, TN
(Address of principal executive offices)

37075
(Zip Code)

615-264-8000
(Registrant’s telephone number)

TABLE OF CONTENTS

Press Release

ITEM 5 – OTHER EVENTS AND REQUIRED FD DISCLOSURE

On February 4, 2003, the Company issued a press release announcing fourth quarter estimated losses, a copy of which is attached here as Exhibit 99.1.

ITEM 7 – FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)	Exhibits:
99.1	Press Release dated February 4, 2003

* Filed herewith

Signatures

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SHOLODGE, INC.
Date: February 4, 2003	By:	/s/ Bob Marlowe Bob Marlowe Secretary-Treasurer Chief Accounting Officer

EX-99.1 3 g80498exv99w1.txt PRESS RELEASE EXHIBIT 99.1 Contact: Bob Marlowe Chief Financial Officer (615)264-8000 SHOLODGE ANNOUNCES FOURTH QUARTER ESTIMATED LOSSES Hendersonville, TN (February 4, 2003) - ShoLodge, Inc. (Nasdaq: LODG) today announced that it expects to report net losses for the fourth quarter of 2002 ranging from $20 million to $22 million, or approximately $4.00 to $4.30 per share. The losses are primarily the result of losses on the sale of hotels, charge-offs of development costs on abandoned hotel development projects and write-downs of notes and accounts receivable due to impaired values of hotels underlying the receivables. ShoLodge currently owns, manages, and/or franchises 122 hotels, provides reservation services for these and other lodging facilities, and performs construction and development services for third parties. This press release contains forward-looking statements relating to certain matters, which reflect management's best judgment, based on factors currently known and involve risks and uncertainties. Actual results could differ materially from the anticipated results or expectations expressed in the Company's forward-looking statements. Forward-looking statements provided by the Company pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 should be evaluated in the context of these factors which are contained in the Company's Securities and Exchange Commission (SEC) filings, including its periodic reports filed under the Securities Exchange Act of 1934, as amended. Copied of these filings are available upon request from the Company. In addition, the Company disclaims any intent or obligation to update these forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1


Contact:  Bob Marlowe
          Chief Financial Officer
          (615)264-8000


               SHOLODGE ANNOUNCES FOURTH QUARTER ESTIMATED LOSSES


         Hendersonville, TN (February 4, 2003) - ShoLodge, Inc. (Nasdaq: LODG)
today announced that it expects to report net losses for the fourth quarter of
2002 ranging from $20 million to $22 million, or approximately $4.00 to $4.30
per share. The losses are primarily the result of losses on the sale of hotels,
charge-offs of development costs on abandoned hotel development projects and
write-downs of notes and accounts receivable due to impaired values of hotels
underlying the receivables.


         ShoLodge currently owns, manages, and/or franchises 122 hotels,
provides reservation services for these and other lodging facilities, and
performs construction and development services for third parties.


         This press release contains forward-looking statements relating to
certain matters, which reflect management's best judgment, based on factors
currently known and involve risks and uncertainties. Actual results could differ
materially from the anticipated results or expectations expressed in the
Company's forward-looking statements. Forward-looking statements provided by the
Company pursuant to the safe harbor established under the Private Securities
Litigation Reform Act of 1995 should be evaluated in the context of these
factors which are contained in the Company's Securities and Exchange Commission
(SEC) filings, including its periodic reports filed under the Securities
Exchange Act of 1934, as amended. Copied of these filings are available upon
request from the Company. In addition, the Company disclaims any intent or
obligation to update these forward-looking statements.