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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) January 20, 1995
UNITED INNS, INC.
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(Exact name of registrant as specified in charter)
Delaware 1-6848 58-0707789
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5100 Poplar Avenue, Suite 2300, Memphis, Tennessee 38137
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (901) 767-2880
Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 4 Pages
Exhibit Index on Page 4
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Item 1. Changes of Control of Registrant
On November 14, 1994, the Registrant and United/Harvey Holdings, L.P.
("Purchaser") entered into an agreement and plan of merger ("Merger Agreement")
providing for the acquisition of all of the issued and outstanding capital
stock of the Registrant by Purchaser. On January 20, 1995, Purchaser, upon
completion of a tender offer made by it in accordance with the Merger
Agreement, acquired approximately 98% of the Registrant's outstanding capital
stock. Purchaser's acquisition of the remaining outstanding capital stock of
the Registrant was effected in accordance with the terms of the Merger
Agreement by means of statutory merger on January 27, 1995.
Purchaser's Offer to Purchase dated November 21, 1994 (the "Offer to
Purchase") and its Amendment No. 1 to Schedule 14D-1 Tender Offer Statement
("Amendment No. 1 to Schedule 14D-1") are attached hereto as Exhibits 99.0 and
99.1, respectively. The disclosure contained in the Introduction, Section 10
("Sources and Amount of Funds") and Section 12 ("Purposes of the Offer and the
Merger; Plans for the Company -- The Merger Agreement" and "-- Agreement with
Substantial Stockholder") in the Offer to Purchase and in Item 4 (Source and
Amount of Funds or Other Consideration) in Amendment No. 1 to Schedule 14D-1 is
incorporated herein by this reference.
Immediately following the filing of this Report, the Registrant is
filing a report on Form 15 with the Securities and Exchange Commission, thereby
suspending its duty to file reports under Sections 13 and 15(a) of the
Securities Exchange Act of 1934, as amended, in accordance with Rule
12h-3(b)(1)(i) thereunder.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit
99.0 Offer to Purchase
99.1 Amendment No. 1 to Schedule 14D-1
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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: February 3, 1995 UNITED INNS, INC.
By: /s/ Daniel A. Decker
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Daniel A. Decker,
Executive Vice President
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EXHIBIT INDEX
Exhibit
Number Description Page
------- ----------- ----
99.0 Offer to Purchase (incorporated by reference to Exhibit (a)(1) to Purchaser's
Schedule 14D-1 Tender Offer Statement filed with the Securities and Exchange
Commission (the "SEC") on November 21, 1994) . . . . . . . . . . . . . . . . . .
N/A
99.1 Amendment No. 1 to Schedule 14D-1 (filed with the SEC on January 13, 1995 and
incorporated by reference thereto) . . . . . . . . . . . . . . . . . . . . . . .
N/A
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