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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):
SEPTEMBER 12, 1996
RED LION HOTELS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13700 91-1634199
(State or Other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
4001 Main Street
Vancouver, Washington, 98663
(Address of principal executive offices)
Registrant's telephone number, including area code:
(360) 696-0001
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ITEM 5. OTHER EVENTS.
On September 12, 1996, Red Lion Hotels, Inc., a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Doubletree Corporation, a Delaware corporation ("Doubletree"),
and RLH Acquisition Corp., a Delaware corporation and a wholly owned subsidiary
of Doubletree ("Merger Sub"), pursuant to which Merger Sub will merge with and
into the Company (the "Merger"). As a result of the Merger, each outstanding
share of common stock, par value $.01 per share, of the Company (the "Company
Common Stock") will be converted into the right to receive (i) $21.30 in cash,
plus interest under certain circumstances as described in the Merger Agreement,
and (ii) 0.2398 shares of common stock, par value $.01 per share, of Doubletree
(the "Doubletree Common Stock"), subject to adjustment under certain
circumstances as described in the Merger Agreement. The Merger is conditioned
upon, among other things, approval by holders of a majority of the outstanding
shares of the Company Common Stock and, to the extent necessary, holders of a
majority of the outstanding shares of the Doubletree Common Stock, as well as
receipt of certain regulatory and governmental approvals. The Merger Agreement
is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Pursuant to a Shareholder Support Agreement dated as of September 12, 1996 by
and between Red Lion, a California Limited Partnership, which owns approximately
66.7% of the outstanding shares of the Company Common Stock (the "Majority
Stockholder"), and Doubletree, the Majority Stockholder has agreed, among other
things, to vote its shares of the Company Common Stock in favor of approval and
adoption of the Merger Agreement and the Merger. The Shareholder Support
Agreement is filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
A copy of the press release dated September 12, 1996 issued by the Company
relating to the Merger is filed as Exhibit 99.2 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of September
12, 1996 by and among Doubletree Corporation, RLH
Acquisition Corp. and Red Lion Hotels, Inc.
(excluding certain exhibits).
99.1 Shareholder Support Agreement dated as of September
12, 1996 by and between Red Lion, a California
Limited Partnership and Doubletree Corporation.
99.2 Press Release dated September 12, 1996.
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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.
Dated: September 12, 1996
RED LION HOTELS, INC.
By: /s/ Beth Ugoretz
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Name: Beth Ugoretz
Title: Senior Vice President,
General Counsel
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INDEX OF EXHIBITS
PAGE NUMBER
IN SEQUENTIAL
EXHIBIT NO. DESCRIPTION NUMBER SYSTEM
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2.1 Agreement and Plan of Merger dated as of
September 12, 1996 by and among
Doubletree Corporation, RLH Acquisition
Corp. and Red Lion Hotels, Inc.
(excluding certain exhibits).
99.1 Shareholder Support Agreement dated as of
September 12, 1996 by and between Red
Lion, a California Limited Partnership
and Doubletree Corporation.
99.2 Press Release dated September 12, 1996.