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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
June 21, 1996
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Date of Report (Date of Earliest Event Reported)
RFS HOTEL INVESTORS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Tennessee 34-0-22164 62-1534743
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
889 Ridge Lake Blvd.
Suite 100
Memphis, Tennessee 38120
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(Address of Principal Executive Offices) (Zip Code)
(901) 767-5154
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
A special meeting (the "Special Meeting") of shareholders of RFS Hotel
Investors, Inc. (the "Company") was held on June 21, 1996, for the shareholders
to take action on the following proposals: (i) to consider and vote upon a
proposal to delete Article 7 of the Company's Charter, which limits the
Company's consolidated indebtedness to 30% of the Company's investment in hotel
properties, at cost ("Proposal One") and (ii) to consider and vote upon a
proposal to amend Article 14 of the Company's Charter to provide, in effect
that nothing contained therein will prohibit the settlement of any transaction
entered into through the facilities of any national securities exchange
registered under the Securities Exchange Act of 1934 (the "Exchange Act") or on
the national market system of a national securities association registered
under the Exchange Act ("Proposal Two"). Proposal One and Proposal Two were
approved by the Board of Directors of the Company in April 1996.
A total of 15,644,544 shares, or 61.7% of the Company's outstanding
common stock entitled to vote at the meeting, was present, in person or by
proxy, at the Special Meeting.
With respect to Proposal One and Proposal Two, approval of each
proposal required the votes cast in favor of such proposal to exceed the votes
cast in opposition to such proposal. Proposal One and Proposal Two received
the required approval of the shareholders.
<TABLE>
<CAPTION>
WITHHELD/
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FOR AGAINST ABSTAIN TOTAL
--- ------- ------- -----
<S> <C> <C> <C> <C>
Proposal One 14,678,183 937,711 28,650 15,644,544
Proposal Two 15,537,470 80,264 26,810 15,644,544
</TABLE>
Following the Special Meeting, on July 2, 1996, the Company filed
Articles of Amendment to its Charter, reflecting the adoption of Proposal One
and Proposal Two. A copy of the Articles of Amendment to the Charter of the
Company as filed with the Secretary of State of the State of Tennessee is
attached hereto as Exhibit 3.1.
The Board of Directors of the Company intends to adopt a policy
limiting the amount of indebtedness that the Company will incur to an amount
not in excess of approximately 40% of the Company's investment in hotel
properties, at cost, after giving effect to the Company's use of proceeds from
any indebtedness and accounting for all investments in hotel properties under
the purchase method of accounting.
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ITEM 7. EXHIBITS.
3.1 Second Articles of Amendment to Second Restated Charter of
RFS Hotel Investors, Inc.
99.1 Press Release regarding adoption of Second Articles of
Amendment to Second Restated Charter of RFS Hotel Investors,
Inc. by shareholders of the Company dated June 21, 1996.
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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 hereunto duly authorized.
RFS HOTEL INVESTORS, INC.
July 8, 1996. /s/ Michael J. Pascal
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Michael J. Pascal
Secretary, Treasurer and
Chief Financial Officer
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EXHIBIT INDEX
3.1 Second Articles of Amendment to Second Restated Charter of RFS
Hotel Investors, Inc.
99.1 Press Release regarding adoption of Second Articles of
Amendment to Second Restated Charter of RFS Hotel Investors,
Inc. by the shareholders of the Company dated June 21, 1996.
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EXHIBIT 3.1
SECOND ARTICLES OF AMENDMENT
TO THE
SECOND RESTATED CHARTER OF
RFS HOTEL INVESTORS, INC.
UNDER SECTION 48-16-102(D) OF THE TENNESSEE BUSINESS CORPORATION ACT.
1. The name of the corporation is RFS Hotel Investors, Inc.
2. Article 7 of the Corporation's Second Restated Charter, as amended on
February 27, 1996 by the Articles of Amendment to the Second Restated
Charter of RFS Hotel Investors, Inc., (the "Charter") is hereby deleted.
3. Article 14 of the Corporation's Charter is hereby amended as follows:
a) The first sentence of paragraph (d) is amended to read
"Notwithstanding any other provisions hereof to the contrary and
subject to the provisions of paragraph (e) and paragraph (k) of
this Article 14, no person shall at any time directly or
indirectly own in the aggregate more than 9.9% of the
outstanding shares of capital stock of the Corporation (the
"Limit")."
b) Paragraph (k) is added, providing in its entirety:
(k) Securities Exchange Transactions. Nothing in this Charter
shall prohibit the settlement of any transaction entered into
through the facilities of any national securities exchange
registered under the Securities Exchange Act of 1934 (the
"Exchange Act") or of the national market system of a national
securities association registered under the Exchange Act. The
immediately preceding sentence shall not limit the authority of
the Board of Directors to take any and all actions it deems
necessary or advisable to protect the corporation and the
interests of its shareholders in preserving the Corporation's
status as a REIT, so long as such actions do not prohibit the
settlement of any transactions entered into through the
facilities of any national securities exchange registered under
the Exchange Act or of the national market system of a national
securities association registered under the Exchange Act.
4. The amendments do not provide for the exchange, reclassification or
cancellation of existing shares.
5. The Articles of Amendment to the Amended and Restated Charter were duly
adopted by the Board of Directors on April 29, 1996, and by the
shareholders of the Corporation on June 21, 1996.
6. The amendment is to be effective when these articles of amendment are
filed by the Secretary of State of the State of Tennessee.
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Dated: June 27, 1996.
RFS HOTEL INVESTORS, INC.
By: /s/ Robert M. Solmson
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Name: Robert M. Solmson
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Title: Chairman and Chief Executive Officer
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EXHIBIT 99.1
RFS HOTEL INVESTORS, INC.
889 RIDGE LAKE BLVD., SUITE 100, MEMPHIS, TENNESSEE 38120
FOR IMMEDIATE RELEASE Contact Mimi Hall
ph. 901.682.1380
fx. 901.761.5878
RFSI INITIATIVES SECURE SHAREHOLDER APPROVAL
MEMPHIS, TN 21, June 1996 -- RFS Hotel Investors, Inc. (Nasdaq symbol:
RFSI) said today its shareholders overwhelmingly approved two amendments
to the Company's charter at a special meeting held at RFSI headquarters
today. The first amendment deletes an article of the Company's charter
which limits the Company's consolidated indebtedness to 30% of its
investment in hotel properties, at cost. The second amendment clarifies
the Company's charter so as not to prohibit the settlement of any
transaction entered into through any national securities exchange, while
maintaining the authority of the Company's Board of Directors to take
actions necessary to maintain the Company's status as a real estate
investment trust (REIT).
Minor Perkins, RFSI president, said he was encouraged by the shareholders
actions. "We believe that the removal of our self-imposed debt ceiling
will increase RFSI's financing flexibility, and enhance our growth
opportunities". He added that he now expects the RFSI Board to adopt a
policy limiting the Company's indebtedness to an amount not in excess of
approximately 40% of the Company's investment in hotel properties, at
cost.
Perkins said that the adoption of the second amendment gives the Company
the flexibility to list the Company's securities for trading on a national
exchange, but added that the Company is still considering its options.
RFS Hotel Investors, Inc. is a Memphis-based REIT which owns 49 hotels
comprising 6,900 rooms in 22 states.
TELEPHONE: (901) 767-8184 FAX: (901) 767-5156
