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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 31, 2001
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)
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ITEM 2. Acquisition or Disposition of Assets
On December 31, 2001, WestCoast Hospitality Corporation (Company) acquired all
of the outstanding stock of Red Lion Hotels, Inc., a Delaware corporation (Red
Lion). The seller was Doubletree Corporation, a Delaware corporation (Seller).
As of the date of the acquisition and this disclosure, Red Lion owns nine hotel
properties, holds the lessee interest on long term leases for 12 hotel
properties (one of which is held through its wholly owned subsidiary Boise-Red
Lion/Down-Towner, Inc., an Idaho corporation), franchises the Red Lion brand and
system to 22 independently owned hotel properties, holds marketing and brand
license agreements with four hotels located in Seattle and Yakima, Washington;
Austin, Texas; and Denver, Colorado, and holds operating assets supporting those
assets and operations. Red Lion used those assets and operations prior to the
acquisition in the conduct of its hospitality business, which the Company
intends to continue.
The transaction is fully described in and was completed in accordance with a
Purchase Agreement dated December 21, 2001, among the Company, Seller and Hilton
Hotels Corporation.
The total purchase price was Fifty Million Six Hundred Twenty-Eight Thousand Six
Hundred Thirty-Nine Dollars ($50,628,639), which was paid at closing as follows:
Forty percent (40%) (Twenty Million Two Hundred Fifty One Thousand Five Hundred
Thirty Nine Dollars ($20,251,539)) in cash; thirty percent (30%) by issuance to
Seller of 303,771 shares of the Company's Series A Preferred Stock; and thirty
percent (30%) by issuance to Seller of 303,771 shares of the Company's Series B
Preferred Stock. The source of funds for the cash portion of the purchase price
was loan proceeds from the Company's credit facility with U.S. Bank National
Association and the other financial institutions party thereto.
The purchase price was negotiated at arm's length between the Company and
Seller, which is an unrelated third party.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The financial statements required by this item will be filed within
60 days.
(b) Pro Forma Financial Information
The pro forma financial information required by this item will be
filed within 60 days.
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(c) Exhibits
10.1 Purchase and Sale Agreement dated December 21, 2001 among
WestCoast Hospitality Corporation, Hilton Hotels
Corporation, a Delaware corporation, and Doubletree
Corporation, a Delaware corporation.
10.2 Third Amendment to Amended and Restated Credit Agreement.
10.3 Registration Rights Agreement.
99.1 Designation of Rights and Preferences of Series A Preferred
Stock.
99.2 Designation of Rights and Preferences of Series B Preferred
Stock.
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.
Dated: January 15, 2002 WESTCOAST HOSPITALITY CORPORATION
By: /s/ Arthur M. Coffey
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Executive Vice President/Chief
Financial Officer
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