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 (Date of earliest event reported): March 9, 2007
WINSTON HOTELS, INC.
(Exact name of registrant as specified in its charter)
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| North Carolina | | 0-23732 | | 56-1872141 |
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(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer Identification
No.) |
2626 Glenwood Avenue, Suite 200
Raleigh, North Carolina 27608
(Address and zip code of
principal executive offices)
Registrant’s telephone number, including area code:(919) 510-6010
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On March 9, 2007, Winston Hotels, Inc., a North Carolina corporation (“Winston”) announced that it had received an unsolicited offer from Inland American Real Estate Trust, Inc. to acquire all of its outstanding common stock for $15.00 per share, together with all of the common units of WINN Limited Partnership for $15.00 per unit. The offer contemplates an acquisition of Winston Hotels, and is subject to certain terms and conditions, including the negotiation of a definitive merger agreement and completion of due diligence by Inland American Real Estate Trust. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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| Item 9.01. | | Financial Statements and Exhibits |
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| | | | 99.1 | | | Press release, dated March 9, 2007 |
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.
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| | WINSTON HOTELS, INC.
(Registrant)
| |
| Date: March 9, 2007 | By: | /s/ Joseph V. Green | |
| | | Joseph V. Green | |
| | | President and Chief Financial Officer | |
