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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
June 21, 1996
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Date of Report (Date of Earliest Event Reported)
RFS HOTEL INVESTORS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Tennessee 34-0-22164 62-1534743
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
889 Ridge Lake Blvd.
Suite 100
Memphis, Tennessee 38120
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(Address of Principal Executive Offices) (Zip Code)
(901) 767-5154
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
A special meeting (the "Special Meeting") of shareholders of RFS Hotel
Investors, Inc. (the "Company") was held on June 21, 1996, for the shareholders
to take action on the following proposals: (i) to consider and vote upon a
proposal to delete Article 7 of the Company's Charter, which limits the
Company's consolidated indebtedness to 30% of the Company's investment in hotel
properties, at cost ("Proposal One") and (ii) to consider and vote upon a
proposal to amend Article 14 of the Company's Charter to provide, in effect
that nothing contained therein will prohibit the settlement of any transaction
entered into through the facilities of any national securities exchange
registered under the Securities Exchange Act of 1934 (the "Exchange Act") or on
the national market system of a national securities association registered
under the Exchange Act ("Proposal Two"). Proposal One and Proposal Two were
approved by the Board of Directors of the Company in April 1996.
A total of 15,644,544 shares, or 61.7% of the Company's outstanding
common stock entitled to vote at the meeting, was present, in person or by
proxy, at the Special Meeting.
With respect to Proposal One and Proposal Two, approval of each
proposal required the votes cast in favor of such proposal to exceed the votes
cast in opposition to such proposal. Proposal One and Proposal Two received
the required approval of the shareholders.
WITHHELD/
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FOR AGAINST ABSTAIN TOTAL
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Proposal One 14,678,183 937,711 28,650 15,644,544
Proposal Two 15,537,470 80,264 26,810 15,644,544
Following the Special Meeting, on July 2, 1996, the Company filed
Articles of Amendment to its Charter, reflecting the adoption of Proposal One
and Proposal Two. A copy of the Articles of Amendment to the Charter of the
Company as filed with the Secretary of State of the State of Tennessee is
attached hereto as Exhibit 3.1.
The Board of Directors of the Company intends to adopt a policy
limiting the amount of indebtedness that the Company will incur to an amount
not in excess of approximately 40% of the Company's investment in hotel
properties, at cost, after giving effect to the Company's use of proceeds from
any indebtedness and accounting for all investments in hotel properties under
the purchase method of accounting.
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ITEM 7. EXHIBITS.
3.1 Second Articles of Amendment to Second Restated Charter of
RFS Hotel Investors, Inc.
99.1 Press Release regarding adoption of Second Articles of
Amendment to Second Restated Charter of RFS Hotel Investors,
Inc. by shareholders of the Company dated June 21, 1996.
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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.
RFS HOTEL INVESTORS, INC.
July 8, 1996. /s/ Michael J. Pascal
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Michael J. Pascal
Secretary, Treasurer and
Chief Financial Officer
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EXHIBIT INDEX
3.1 Second Articles of Amendment to Second Restated Charter of RFS
Hotel Investors, Inc.
99.1 Press Release regarding adoption of Second Articles of
Amendment to Second Restated Charter of RFS Hotel Investors,
Inc. by the shareholders of the Company dated June 21, 1996.
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