SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 14, 2009
Date of Report (Date of earliest event reported)
RED LION HOTELS CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Washington
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001-13957
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91-1032187 |
(State or Other Jurisdiction
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(Commission file number)
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(I.R.S. Employer |
of Incorporation)
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Identification No.) |
201 W. North River Drive
Suite 100
Spokane, Washington 99201
(Address of Principal Executive Offices, Zip Code)
(509) 459-6100
(Registrants Telephone Number, Including Area Code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On August 12, 2009, the Board of Directors of Red Lion Hotels Corporation(the Company)
approved an amendment (the Amendment) to the Preferred Shares Rights Agreement dated as of
January 26, 2009 between the Company and American Securities Transfer & Trust Company LLC, as
Rights Agent (the Rights Plan) to change the Final Expiration Date of the Rights Plan from
February 1, 2011, to August 14, 2009, effectively terminating the Rights Plan as of August 14,
2009. On August 14, 2009, the Company and American Stock Transfer & Trust Company LLC entered into
the definitive Amendment to Preferred Shares Rights Agreement.
Item 3.03 Material Modifications to Rights of Security Holders
On August 12, 2009, the Company approved the Amendment to the Rights Plan to change the Final
Expiration Date of the Rights Plan from February 1, 2011, to August 14, 2009, effectively
terminating the Rights Plan as of August 14, 2009. On August 14, 2009, the Company and American
Stock Transfer & Trust Company LLC entered into the definitive Amendment to Preferred Shares Rights
Agreement. Prior to the amendment, the Rights were to expire on February 1, 2011. The Rights Plan
was filed as an Exhibit to Form 8-K filed with the Securities and Exchange Commission on January
27, 2009.
The Rights Plan was established in order to help assure that all shareholders received fair
and equal treatment in the event the Company was ever subject to a takeover attempt. Under the
Rights Plan, each outstanding share of common stock had attached to it one right (each, a Right).
When exercised, a Right entitled each shareholder who was not then attempting to acquire control of
the Corporation to purchase additional common shares at a substantial discount to market value. Any
such purchase would have caused substantial dilution to the person or group of persons attempting
to acquire control of the Corporation, unless the Rights were redeemed by the Corporation as
permitted by the Rights Plan.
The Amendment is filed as an exhibit hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit |
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Description |
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4.1
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Amendment to Preferred Shares Rights Agreement, dated as of August
14, 2009, between the Company and American Stock Transfer & Trust
Company LLC |