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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): APRIL 14, 2000
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HUDSON HOTELS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
NEW YORK 33-26780-NY 16-1312167
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
300 BAUSCH & LOMB PLACE, ROCHESTER, NEW YORK 14604
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (716)-454-3400
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
After the market closed on April 14, 2000, and after the Company had filed its
Annual Report on Form 10-K for the year ended December 31, 1999 with the
Securities and Exchange Commission, RHD Capital Ventures LLC, an affiliate of a
large shareholder of the Company, purchased the Company's Mezzanine Loan, in the
principal amount of $35,000,000, from Nomura Asset Capital Corporation, the
holder thereof. Upon consummation of the purchase, RHD Capital Ventures and the
Company entered into a Forbearance Extension Agreement which extended the period
of forbearance upon the Mezzanine Loan until April 11, 2001. As a result of the
extension, the Company will be required to pay interest upon the Mezzanine Loan
through the forbearance period, but no principal payments will be due until the
end of the forbearance period, and the holder of the Loan agrees to forbear from
exercising its enforcement rights as a result of existing defaults until the end
of the forbearance period. It is anticipated that during the forbearance period,
the Company and RHD Capital Ventures will discuss and consider a restructuring
of the Mezzanine Loan which will reinstate the loan in good standing.
On April 13, 2000, the Company and Oppenheimer Convertible Securities Fund
entered into an Agreement pursuant to which Oppenheimer agreed to convert the
Company's 18.75% Convertible Subordinated Debenture due April 15, 2000 in the
principal amount of $3,000,000 into 1,666,667 shares of the Company's common
stock, in accordance with the terms of the Debenture. The Company agreed to
register the conversion shares for sale with the Securities and Exchange
Commission. The Agreement was contingent upon the Company paying outstanding
interest upon the Debenture through April 15, 2000. On April 14, 2000, the
Company paid the interest. It is anticipated that the conversion and
registration of the shares will be accomplished in due course.
The Company has a Promissory Note outstanding to Equity Inns Partnership, L.P.
in the original principal amount of $3,884,052.23, upon which there is a current
principal balance of $2,634,052.23. During 1999, the Company defaulted on
payment of principal on the loan. On April 12, 2000, the Company and Equity Inns
Partnership, L.P. entered into a Note Modification Agreement which extended the
maturity of the loan until April 1, 2006 and requires payments of interest only
until April 1, 2001, and amortizing payments thereafter. The Note Modification
Agreement became effective upon the purchase of the Mezzanine Loan by RHD
Capital Ventures, and reinstates the loan in good standing.
ITEM 7. EXHIBITS
10.37 Forbearance Extension Agreement between the Company and RHD
Capital Ventures LLC.
10.38 Agreement regarding conversion between the Company and
Oppenheimer Convertible Securities Fund
10.39 Note Modification Agreement between the Company and Equity
Inns Partnership, L.P.
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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.
HUDSON HOTELS CORPORATION
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(Registrant)
Date : APRIL 17, 2000 /s/ E. ANTHONY WILSON
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E. Anthony Wilson, President
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EXHIBIT 10.37
FORBEARANCE EXTENSION AGREEMENT
THIS AGREEMENT, dated as of April 14, 2000, is by and among RHD CAPITAL
VENTURES, LLC, a Delaware limited liability company having an office at 300
Willowbrook Office Park, Fairport, New York 14450, Attention: Richard Sands,
Manager, Telefax Number (716) 218-2160 (together with its successors and
assigns, "Lender"), HUDSON HOTELS PROPERTIES CORP., a New York corporation, with
an address of c/o Hudson Hotels Corporation, 300 Bausch & Lomb Place, Rochester,
New York 14604, Attention: President, Telefax Number: (716) 454-1865 ("HHPC")
and HUDSON HOTELS CORPORATION, a New York corporation, with an address of 300
Bausch & Lomb Place, Rochester, New York 14604 Attention: E. Anthony Wilson,
Chairman, Telefax Number: (716) 454-1865 ("HHC"). HHPC and HHC are referred to
herein individually as "Borrower" and collectively as "Borrowers".
R E C I T A L S:
WHEREAS, Borrowers and Nomura Asset Capital Corporation ("Nomura")
entered into that certain Mezzanine Loan Agreement dated as of November 27,
1996, which was amended and restated as of October 31, 1997 (such mezzanine loan
agreement, as amended and restated, the "Mezzanine Loan Agreement"), pursuant to
which Borrowers obtained a loan in the principal amount of $35,000,000 (the
"Mezzanine Loan") from Nomura; and
WHEREAS, Borrowers are default (such defaults, the "Existing Defaults")
in certain of their obligations under the Mezzanine Loan Agreement and the other
documents evidencing and securing the Mezzanine Loan (collectively, the
"Mezzanine Loan Documents") as specified in that certain Agreement, dated as of
April 14, 1999, by and among Nomura and Borrowers (the "Forbearance Agreement");
and
WHEREAS, pursuant to the terms of the Forbearance Agreement, Nomura
agreed to forbear from exercising its rights and remedies pursuant to the
Mezzanine Loan Documents in respect of the Existing Defaults until April 11,
2000 (the "Forbearance Expiration Date"); and
WHEREAS, Lender has purchased the Mezzanine Loan from Nomura, and
Nomura has assigned the Mezzanine Loan Agreement, the other Mezzanine Loan
Documents and the Forbearance Agreement to Lender pursuant to the terms of a
certain Assignment of Asset Documents dated as of April 14, 2000, between Lender
and Nomura; and
WHEREAS, Borrowers have requested that Lender extend the Forbearance
Expiration Date; and
WHEREAS, Lender is willing to extend the Forbearance Expiration Date as
provided in this Agreement;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lender and Borrowers do hereby agree as follows:
1. DEFINITIONS. All capitalized terms used herein and not otherwise
defined shall have the
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meanings ascribed thereto in the Forbearance Agreement.
2. OUTSTANDING INDEBTEDNESS. As of the date hereof, the outstanding
Principal Indebtedness is $35,000,000.
3. EXISTING DEFAULTS. Borrowers acknowledge and agree that the Existing
Defaults have occurred and are continuing as a result of Borrowers failure to
comply with certain terms of the Mezzanine Loan Documents.
4. EXTENSION OF FORBEARANCE EXPIRATION DATE. Lender and Borrowers agree
to extend the Forbearance Expiration Date from April 11, 2000 to April 11, 2001.
Accordingly, Section 2.a. of the Forbearance Agreement is hereby amended by
substituting "April 11, 2001" for "April 11, 2000" in the eighth line thereof.
5. NO MODIFICATIONS; REAFFIRMATION. The Borrowers hereby represent,
warrant and covenant that: (a) except as specifically set forth herein, neither
this Agreement nor any actions pursuant to this Agreement nor any negotiations
or discussions among Borrowers, any of their agents and the Lender, shall be
deemed or construed to cure the Existing Defaults, constitute a reinstatement,
novation or release of the Mezzanine Loan, the Mezzanine Loan Documents or the
Forbearance Agreement or constitute a modification, amendment or waiver of the
Mezzanine Loan, the Mezzanine Loan Documents or the Forbearance Agreement; (b)
the Mezzanine Loan Documents and the Forbearance Agreement are enforceable in
accordance with their respective terms; and (c) except as otherwise expressly
provided in this Agreement, Lender reserves all of its rights and remedies in
connection with any defaults under the Mezzanine Loan Documents. Except as
amended by this Agreement the Mezzanine Loan Documents and the Forbearance
Agreement shall remain in full force and effect and are hereby ratified,
confirmed and approved.
6. SEVERABILITY. If any clause or provision of this Agreement is
determined to be illegal, invalid or unenforceable under any present or future
law by the final judgment of a court of competent jurisdiction, the remainder of
this Agreement will not be affected thereby. It is the intention of the parties
that, if any such provision is held to be invalid, illegal or unenforceable,
there will be added in lieu thereof a provision as similar in terms to such
provision as is possible, and that such added provision will be legal, valid and
enforceable.
7. HEADINGS. All headings contained in this Agreement are for reference
purposes only and are not intended to affect in any way the meaning or
interpretation of this Agreement.
8. GOVERNING LAW. This Agreement shall be construed, interpreted,
enforced and governed by and in accordance with the internal laws of the State
of New York, without regard to principles of conflicts of laws.
9. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which will be deemed to be an original document, but all of which will
constitute a single document.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed
and delivered effective as of the date and year first above written.
LENDER:
RHD CAPITAL VENTURES LLC,
a Delaware limited liability company
By: /s/ Richard Sands
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Name: Richard Sands
Title: Manager
BORROWERS:
HUDSON HOTELS PROPERTIES CORP., a New
York corporation
By: /s/ E. Anthony Wilson
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Name: E. Anthony Wilson
Title: Chairman and CEO
HUDSON HOTELS CORPORATION, a New
York corporation
By: E. Anthony Wilson
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Name: E. Anthony Wilson
Title: Chairman and CEO
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EXHIBIT 10.38
AGREEMENT
This Agreement is entered into effective as of April 13, 2000 by and
between Oppenheimer Convertible Securities Fund ("Oppenheimer") and Hudson
Hotels Corporation ("Hudson").
R E C I T A L S
Oppenheimer is the Holder of Hudson's 18.75% Convertible Subordinated
Debenture due April 15, 2000 in the amount of $3,000,000 (the "Debenture"). The
Debenture was issued in replacement of a Hudson Hotels Corporation Subordinated
Debenture due July 1, 2000 in the original principal amount of $7,500,000.
Hudson is currently in arrears in the payment of interest on the Debenture. The
Debenture is convertible, at the option of the Holder, at a conversion price of
$1.80 per share, into 1,666,667 shares of common stock of Hudson.
In contemplation of the impending maturity of the Debenture, the
parties hereto agree as follows:
1. Hudson shall pay to Oppenheimer all interest due or to become due
under the Debenture through the maturity date, April 15, 2000, in
the amount of $117,187.50.
2. Upon payment of the interest due, Oppenheimer shall take the steps
required under the Debenture to effect the conversion thereof into
1,666,667 shares of common stock of Hudson Hotels Corporation.
Hudson shall instruct its transfer agent to issue the shares as
directed by Oppenheimer. Hudson agrees that the execution of this
Agreement shall be effective to extend the time for delivery of the
Notice of Conversion under the Debenture for a reasonable time
beyond the Stated Maturity thereof.
3. Hudson agrees to undertake, as soon as notice of conversion has been
received by it, to register all of the shares issuable on conversion
of the Debenture, to secure effectiveness of such registration
statement, and to take all steps necessary to ensure continued
effectiveness of such registration statement. It is anticipated that
the registration of these shares will become effective within sixty
(60) days following conversion.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of April 13, 2000.
Oppenheimer Convertible Securities Fund
/s/ Edward N. Everett
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Edward N. Everett, Vice President
Hudson Hotels Corporation
/s/ E. Anthony Wilson
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E. Anthony Wilson, President.
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EXHIBIT 10.39
NOTE MODIFICATION AGREEMENT
This Note Modification Agreement is entered into as of April 12, 2000
by and between Hudson Hotels Properties Corp., ("Borrower") and Equity Inns
Partnership, L.P. ("Lender").
WHEREAS, Borrower has previously executed and delivered to
Lender its Promissory Note in the principal amount of $3,884,052.23
dated as of October 31, 1997 which Note was modified pursuant to Note
Modification Agreement dated October 31, 1998; and
WHEREAS, there is currently outstanding under the Note the
principal sum of $2,634,052.23, payment of which is in default; and
WHEREAS, Borrower and Lender have agreed to modify the terms
of the Promissory Note as set forth herein and to reinstate the
Promissory Note in good standing:
NOW, THEREFORE, be it resolved, that for and in consideration
of the mutual agreements set forth herein, Borrower and Lender hereby
agree:
1. The definition of Maturity Date set forth in Section 1 of the
Promissory Note shall be amended to read as follows:
"MATURITY DATE" SHALL MEAN APRIL 1, 2006.
2. Section 4 of the Promissory Note, Principal Payments, shall be
amended and restated as follows:
"4. PAYMENTS.
(a) BORROWER SHALL PAY INTEREST ONLY MONTHLY ON
THE FIRST DAY OF EACH MONTH, COMMENCING MAY
1, 2000 AND CONTINUING THROUGH APRIL 1,
2001.
(b) COMMENCING MAY 1, 2001, BORROWER SHALL MAKE
59 EQUAL AMORTIZING MONTHLY PAYMENTS OF
PRINCIPAL AND INTEREST IN THE AMOUNT OF
$34,809.19 EACH.
(c) THE REMAINING BALANCE OF PRINCIPAL, PLUS
ACCRUED BUT UNPAID INTEREST, SHALL BE DUE ON
THE MATURITY DATE".
3. Except as stated herein, the Promissory Note shall remain in
full force and effect, unamended.
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IN WITNESS WHEREOF, the parties have executed this Note Modification
Agreement to be effective as of the date above written.
HUDSON HOTELS PROPERTIES CORP.
By: /s/ E. Anthony Wilson
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EQUITY INNS PARTNERSHIP, L.P.
By: Equity Inns Trust, General Partner
By: /s/ Howard Silver
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