UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 16, 2005
(Date of earliest event reported)
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ARLINGTON HOSPITALITY, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-15291 36-3312434
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification No.)
2355 South Arlington Heights Road
Suite 400
Arlington Heights, Illinois 60005
(Address of Principal Executive Offices)
(847) 228-5400
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 8.01 - OTHER MATTERS
FILING OF FORM 12b-25
On August 16, 2005, Arlington Hospitality, Inc. (the "Company") filed
with the SEC a Form 12b-25 indicating that it 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. The Company reported that it is unable to
timely file the Quarterly Report due to demands placed on Company's management
relating to the bankruptcy filing of the Company's wholly-owned subsidiary,
Arlington Inns, Inc. (the "Subsidiary"). (As reported in the Company's
previously filed Current Report on Form 8-K, on June 22, 2005, the Subsidiary,
filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy
Code). 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.
NEGOTIATIONS WITH PMC COMMERCIAL TRUST
As previously disclosed, the Subsidiary's sole business consists of the
operation of 15 AmeriHost Inn hotels pursuant to leases with PMC Commercial
Trust and its affiliates ("PMC"). Prior to the Subsidiary's bankruptcy filing,
PMC filed various lawsuits seeking payment of past due rent for the leased
hotels and current payment of any past due real estate taxes for these leased
hotels. Since the Subsidiary's bankruptcy filing, the Company and the Subsidiary
have had discussions with PMC in an attempt to resolve these matters and
restructure the hotel leases. As of the date of the filing of this Form 8-K,
however, the parties have not reached a settlement or restructuring agreement.
Based on these discussions, the Company and the Subsidiary believe that reaching
a settlement is unlikely. If the Company, Subsidiary and PMC are unable to reach
a settlement, PMC may pursue its rights and remedies under the guaranty provided
by the Company, and, if successful under the guaranty, the Company's liquidity
may be significantly impacted.
SIGNATURES
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: August 16, 2005
Arlington Hospitality, Inc.
(Registrant)
By: /s/ Stephen K. Miller
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Stephen K. Miller
Interim Chief Executive Officer
By: /s/ James B. Dale
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James B. Dale
Senior Vice President and
Chief Financial Officer