UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC File Number: 000-15291
CUSIP Number: 913378
(CHECK ONE): |_| Form 10-K |_| Form 20-F |_| Form 11-K
|X| Form 10-Q |_| Form N-SAR
For Period
Ended: June 30, 2005
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transaction Period
Ended:
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT
THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Arlington Hospitality, Inc.
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Full Name of Registrant
n/a
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Former Name if Applicable
2355 S. Arlington Heights Rd., Suite 400
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Address of Principal Executive Office (Street and Number)
Arlington Heights, IL 60005
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City, State and Zip Code
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or Form N-CSR or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report of transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR or the transition report or portion thereof, could not be filed
within the prescribed time period.
The Company is unable to file its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2005 by the deadline for the filing of such Quarterly
Report without unreasonable effort or expense. As reported in the Company's
previously filed Current Report on Form 8-K, on June 22, 2005, the Company's
wholly-owned subsidiary, Arlington Inns, Inc. (the "Subsidiary"), filed a
voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code.
Due to the demands associated with this bankruptcy filing and related
activities, the Company's management has been unable to timely complete the
preparation of its Form 10-Q for the quarterly period ended June 30, 2005. The
Company has not yet determined the proper accounting adjustments, if any, to
the Subsidiary's hotel leases as a result of the Subsidiary's bankruptcy
filing. The Company is assessing the impact of this filing on the carrying
values of certain other Company assets, including the establishment of a
reserve against its deferred tax asset, among other considerations.
Additionally, the Company is a guarantor of certain of the obligations of the
Subsidiary and, therefore, the impact of the Subsidiary's bankruptcy filing is
being reviewed in order to determine the Company's exposure under these
guarantees.
Due to the Subsidiary's Chapter 11 filing and in an effort to improve the
Company's financial position and enhance liquidity, the Company is also
working with its recently engaged financial advisor, Chanin Capital L.L.C.
Chanin Capital was engaged to review the Company's assets and liabilities,
business and financial projections and to determine its strategic and
financial alternatives relating to negotiating with the Company's creditors
and stakeholders including determining whether the Company should file a
voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code.
As a result of the work necessary to complete the Company's Form 10-Q for the
quarter ended June 30, 2005, the Company does not believe that it will file
the Form 10-Q within the extended time frame permitted under Rule 12b-25 (five
calendar days of the due date of the Form 10-Q). The Company expects to file
its Form 10-Q for the quarter ended June 30, 2005 as soon as practicable.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Stephen K. Miller,
Interim Chief Executive Officer (847) 228-5400
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If
answer is no, identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Company believes that its results of operations for the quarter ended
June 30, 2005 will change significantly from the results of operations
for the quarter ended June 30, 2004. Prior to completion of its financial
statements for the quarter ended June 30, 2005 and pending completion of
its review of the impact of the Chapter 11 bankruptcy filing of its
wholly-owned subsidiary, Arlington Inns, Inc., the Company is unable to
estimate reasonably the anticipated change in results of operations for
the quarter ended June 30, 2005.
Arlington Hospitality, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date August 16, 2005 By /s/ Stephen K. Miller
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Stephen K. Miller,
Interim Chief Executive Officer
Date August 16, 2005 By /s/ James B. Dale
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James B. Dale,
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001).
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