SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
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 4, 2000
WESTCOAST HOSPITALITY CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
WASHINGTON
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(State or Other Jurisdiction of Incorporation)
001-13957 91-1032187
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(Commission File Number) (I.R.S. Employer
Identification No.)
201 W. North River Drive, Suite 100
Spokane, Washington 99201
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(Address of Principal Executive Offices)
(509) 459-6100
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(Registrant's Telephone Number, Including Area Code)
Cavanaughs Hospitality Corporation
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. Acquisition or Disposition of Assets
On January 4, 2000, Cavanaughs Hospitality Corporation (the Company), acquired
through multiple purchase agreements all of the outstanding stock of WestCoast
Hotels, Inc., a Washington Corporation, and 100% of the interest in Bellevue Inn
LLC. The sellers are; Lisa Swanbeck-Johnson as the owner of 100% of the stock of
PNWW Holdings, Inc., a Washington corporation, Rodney D. Olson, D. Michael
Bashaw, and October Hotel Investors, LLC, a Washington limited liability
company. In February 2000, Cavanaughs Hospitality Corporation changed its name
to WestCoast Hospitality Corporation.
These combined entities own the following hotel properties and percentage
interests: WestCoast SeaTac Hotel a 146 room hotel located in Seattle
Washington, one hundred percent (100%) ownership of the improvements and lessee
interest in ground lease; Bellevue Inn a 181 room hotel located in Bellevue,
Washington, one hundred percent (100%) ownership of the lessee interest and
option agreement; WestCoast Vance Hotel a 165 room hotel located in Seattle,
Washington, a .3 percent general partner interest including a 15% backend return
if certain investment returns are achieved; Executive Park Hotel a 107 room
hotel located in Phoenix, Arizona, a .3 percent general partner interest
including a 15% backend return if certain investment returns are achieved; Hotel
La Jolla at the Shores, a 108 room hotel located in La Jolla, California, a 7.1%
limited partnership interest. Other assets of the company include the trademarks
of WestCoast Hotels, marketing/franchise agreements for 23 hotels with 4,019
rooms, management agreements for 15 owned and third party owned hotels with
2,530 rooms, and all the associated contracts, assets and liabilities.
The acquisition is in accordance with the Purchase and Sale Agreements dated
December 17, 1999. The purchase of the stock and membership interests was
effective December 31, 1999 and was completed on January 4, 2000 for a total
price of approximately $45.5 million including the assumed liabilities of
WestCoast, Hotels Inc. and subsidiaries. The Company's Form 8-K dated January 4,
2000 reported the purchase price as $61.4 million. The final $45.5 million
purchase price reflects the Company's acquisition of three partnership interests
on the equity method of accounting. The $61.4 million included the assumption of
debt of these partnerships on the consolidated method of accounting.
The source of funds for the acquisition was a combination of loan proceeds from
Cavanaughs Hospitality Corporation's Revolving Credit Facility, Convertible
Bonds of $7,000,000 issued to the sellers which pay a 7% interest rate and can
be converted to common stock of the Company at a $15.00 per share price, assumed
debt which existed in WestCoast Hotels, Inc., and earnings of the Company. The
purchase price was determined through arm's length negotiations with the
Sellers, an unrelated third party.
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ITEM 7. Financial Statements and Exhibits
(a) Financial statements of business acquired
See Exhibit 99.4
(b) Pro forma financial information
See Exhibit 99.5
(c) Exhibits
99.4 Audited consolidated financial statements of PNWWC Holdings,
Inc., of which WestCoast Hotels, Inc. is a subsidiary
99.5 Pro forma condensed combined balance sheet and statement of
operations of WestCoast Hospitality Corporation (formerly
known as Cavanaughs Hospitality Corporation) and WestCoast
Hotels, Inc. as of and for the year ended December 31, 1999
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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 hereunder duly authorized.
Dated: March 17, 2000 WESTCOAST HOSPITALITY CORPORATION
(formerly known as Cavanaughs Hospitality
Corporation)
By: /s/ Arthur M. Coffey
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Executive Vice President/Chief Financial Officer
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