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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No.1
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Quarterly Report Under Section 13 or 15 (d) of
the Securities Exchange Act of 1934
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For Quarter ended June 30, 1994 -- Commission File Number 1-6848
UNITED INNS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 58-0707789
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5100 Poplar Ave.- Suite 2300, Memphis, Tennessee 38137
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - 901-767-2880
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Security Exchange Act of 1934 during
the preceding 12 months (or for such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
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Indicate the number of shares outstanding of each issuer's classes of common
stock as of the close of the period covered by this report.
Class Outstanding at June 30, 1994
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Common Stock, $1 par value 2,640,899 shares
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PART II. OTHER INFORMATION
Item 5. Other Information.
The Registrant entered into a contract in August 1993 for the
performance of consulting services related to its hotel
operations and corporate structure. Compensation under the
contract consisted of a monthly retainer fee, and a contractual
right to a restricted stock award of 25,000 shares of the
Registrant's common shares and an option to purchase an
additional 35,000 shares at the then current average market
price.
The above mentioned shares and option to purchase shares were to
be fully vested, earned and delivered upon the completion of the
full term and substantial performance under the conditions of the
agreement, one year from the date of execution. Satisfactory
completion of the consultant's performance under the agreement is
expected during the Registrant's fourth quarter.
On August 4, 1994 the Registrant filed a Registration Statement
Under the Securities Act of 1933, Form S-3, with the Securities
and Exchange Commission for purpose of registering 60,000 shares
of the Registrant's shares held in its treasury for utilization
in the fulfillment of its obligation under the contract.
In July 1994, due to the improved economic conditions in market
factors in the hotel industry, the Company retained Smith Barney,
Inc., as financial advisor to the Company, to analyze and evaluate
various opportunities to maximize shareholder value, including the
possible sale of all or a portion of the Company's assets and the
possible merger of the Company for the consideration of stock or
cash or a combination of stock and cash. The Company has entered
into negotiations with a party regarding a proposed business combination
pursuant to which its shareholders would be offered cash for their
shares. The purpose of these negotiations is to determine whether
the parties can agree to a definitive agreement, which would be
subject to the approval of the Board of Directors of the Company.
There can be no assurance that a definitive agreement can be agreed
to or that the Board of Directors would recommend approval of a
proposed definitive agreement or that all of the conditions to a
proposed business combination can be satisfied. The Company has
also entered into an exclusive negotiation agreement with such
party, which provides that the Company, subject to its fiduciary
obligations under applicable law, will negotiate exclusively with
such party to determine whether the Company and such party can
agree to a definitive agreement and that, in certain circumstances,
the Company will pay the other party's reasonable out-of-pocket
expenses in certain categories and will pay a termination fee to
the other party which escalates over time. The period during which
the Company will negotiate exclusively with such party expires on
the earlier of the signing of a definitive agreement, but not later
than January 31, 1995.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Amendment No. 1 to its report to be
signed on its behalf by the undersigned thereunto duly authorized.
UNITED INNS, INC.
(Registrant)
/s/ J. Don Miller
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J. Don Miller
Vice President - Finance and
Date: November 4, 1994 Chief Accounting Officer
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