0001571049-13-001009.txt : 20131023 0001571049-13-001009.hdr.sgml : 20131023 20131023160832 ACCESSION NUMBER: 0001571049-13-001009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131023 DATE AS OF CHANGE: 20131023 GROUP MEMBERS: ABOUD KHADDAM GROUP MEMBERS: SEVEN SEAS TRADING LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Red Lion Hotels CORP CENTRAL INDEX KEY: 0001052595 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 911032187 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55145 FILM NUMBER: 131165820 BUSINESS ADDRESS: STREET 1: 201 W NORTH RIVER DRIVE STREET 2: SUITE 100 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: 5094596100 MAIL ADDRESS: STREET 1: 201 W NORTH RIVER DRIVE STREET 2: SUITE 100 CITY: SPOKANE STATE: WA ZIP: 99201 FORMER COMPANY: FORMER CONFORMED NAME: WESTCOAST HOSPITALITY CORP DATE OF NAME CHANGE: 20000214 FORMER COMPANY: FORMER CONFORMED NAME: CAVANAUGHS HOSPITALITY CORP DATE OF NAME CHANGE: 19980108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Aim David CENTRAL INDEX KEY: 0001589244 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 212-848-0271 MAIL ADDRESS: STREET 1: C/O AIM CAP LLC, OLYMPIC TOWER STREET 2: 645 EIGHTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 t1300552_sc13d.htm SCHEDULE 13D

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

Red Lion Hotels Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

756764106

(CUSIP Number)

David Aim

c/o Aim Cap LLC

416 West 13th Street

Suite 301

New York, N.Y. 10014

347-741-8352

With a Copy to:

Richard S. Frazer, Esq.

Pryor Cashman LLP

7 Times Square

New York, NY 10036

212-421-4100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 23, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 
 

CUSIP No. 756764106 SCHEDULE 13D Page 2 of 9
  1 

NAME OF REPORTING PERSON

 

Seven Seas Trading Limited

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  o        (b)  o

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS

 

    WC

  5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  o

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    The Republic of the Marshall Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

SOLE VOTING POWER

 

    611,511

  8

SHARED VOTING POWER

 

    0

  9

SOLE DISPOSITIVE POWER

 

    611,511

10

SHARED DISPOSITIVE POWER

 

    0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    611,511

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    3.12%(1)

14

TYPE OF REPORTING PERSON

 

    CO

                   

 

(1) Calculated based on 19,608,381 shares of the Common Stock, par value $0.01 per share, of Red Lion Hotels Corporation outstanding as of August 5, 2013, as reported in Red Lion Hotels Corporation’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2013.

 
 
CUSIP No. 756764106 SCHEDULE 13D Page 3 of 9
  1 

NAME OF REPORTING PERSON

 

Aboud Khaddam

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   o       (b)  o

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS

 

    PF

  5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  o

 

  6

CITIZENSHIP OR PLACE OR ORGANIZATION

 

    Dominican Republic

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

SOLE VOTING POWER

 

    371,600

  8

SHARED VOTING POWER

 

    0

  9

SOLE DISPOSITIVE POWER

 

    371,600

10

SHARED DISPOSITIVE POWER

 

    0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    371,600

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    1.9%(2)

14

TYPE OF REPORTING PERSON

 

    IN

 

(2) Calculated based on 19,608,381 shares of the Common Stock, par value $0.01 per share, of Red Lion Hotels Corporation outstanding as of August 5, 2013, as reported in Red Lion Hotels Corporation’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2013.
 
 
CUSIP No. 756764106 SCHEDULE 13D Page 4 of 9
  1 

NAME OF REPORTING PERSON

 

David Aim

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   o       (b)  o

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS

 

    WC

  5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  o

 

  6

CITIZENSHIP OR PLACE OR ORGANIZATION

 

    France

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

SOLE VOTING POWER

 

    611,511

  8

SHARED VOTING POWER

 

    0

  9

SOLE DISPOSITIVE POWER

 

    611,511

10

SHARED DISPOSITIVE POWER

 

    0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    611,511

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    3.12%(3)

14

TYPE OF REPORTING PERSON

 

    IN

 

(3) Calculated based on 19,608,381 shares of the Common Stock, par value $0.01 per share, of Red Lion Hotels Corporation outstanding as of August 5, 2013, as reported in Red Lion Hotels Corporation’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2013.
 
 
CUSIP NO. 756764106 SCHEDULE 13D Page 5 of 9

 

ITEM 1. SECURITY AND ISSUER

This statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Red Lion Hotels Corporation, a Washington corporation (the “Issuer”). The principal executive offices of the Issuer are located at: 201 W. North River Drive, Suite 100, Spokane, Washington, 99201.

As of October 23, 2011, the Reporting Persons (defined below) beneficially owned an aggregate of 983,111 shares of Common Stock (such shares of Common Stock, the “Subject Shares”), representing approximately 5.01% of the outstanding shares of Common Stock of the Issuer.

ITEM 2. IDENTITY AND BACKGROUND

(a) This statement is being filed by:

 

(i) Seven Seas Trading Limited, an entity incorporated in The Republic of the Marshall Islands (“Seven Seas”);

 

(ii) David Aim, a citizen of France (“Aim”); and

 

(iii) Aboud Khaddam, a citizen of the Dominican Republic (“Khaddam” and, together with Seven Seas and Aim, the “Reporting Persons”).

  The Reporting Persons have entered into a joint filing agreement, dated as of October 23, 2011, a copy of which is attached hereto as Exhibit 99.1.

(b) The address of the principal business and principal office of Seven Seas and Aim is c/o Aim Cap LLC, 416 West 13th Street, Suite 301, New York, New York 10014. The address of the principal business and principal office of Khaddam is 19 Cadogan Gardens, London, UK SW3 2RW.

(c) The principal business activity of Seven Seas is to hold the Subject Shares beneficially owned by Seven Seas. The principal business activity of Khaddam is investing in real estate. The principal business activity of Aim is real estate development and investing. Aim serves as the sole director, officer and shareholder of Seven Seas.

(d), (e)  During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) Seven Seas was incorporated in The Republic of the Marshall Islands. Khaddam is a citizen of the Dominican Republic. Aim is a citizen of France.

 

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Of the 371,600 Subject Shares that are beneficially owned by Khaddam, 364,600 of such shares were transferred to Khaddam on October 21, 2013 by A.G.I. Asian Global Investment Ltd. (“AGI”), a company that is controlled by Khaddam, and 7,000 of such shares were purchased by Khaddam in open market transactions on October 23, 2013 at a price of $5.32 per share using private funds. Seven Seas and AGI acquired an aggregate of 976,111 of the Subject Shares from Aim Cap LLC (“AimCap”), an entity that is controlled by Aim, on September 26, 2013 for a purchase price of $7.06 per share. AimCap acquired the shares of Common Stock that it transferred to Seven Seas and AGI (which represents all of the shares of Common Stock that AimCap owned at the time of such transfers) in open market transactions using private funds during November and December 2012 at a weighted average price of approximately $7.06 per share.

 
 
CUSIP NO. 756764106 SCHEDULE 13D Page 6 of 9

ITEM 4. PURPOSE OF TRANSACTION

The Reporting Persons believe that the Issuer’s Common Stock is undervalued and is an attractive investment.

The Reporting Persons intend to engage in discussions with the Issuer, management, the board of directors, other stockholders and other persons that may relate to governance and board composition, management, operations, business, assets, capitalization, financial condition, strategic plans and the future of the Issuer. The Reporting Persons may also take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, including but not limited to, solicitation of proxies, and may discuss such actions with the Issuer, management, the board of directors, other stockholders and other persons.

The Reporting Persons intend to review their holdings in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position, business prospects and strategic direction, actions taken by the board, price level and availability of shares of the Common Stock, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, market conditions and general economic and industry conditions, and other factors deemed relevant, the Reporting Persons may at any time (as permitted by law) take such actions with respect to their investments in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of the Common Stock or other financial instruments related to the Issuer or selling some or all of their beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Issuer and the Common Stock, the Reporting Persons have not decided whether they will seek to acquire control of the Issuer and the possible activities of the Reporting Persons are subject to change at any time. The Reporting Persons have engaged, and/or may in the future engage, legal and other advisors to assist them in evaluating strategic alternatives that are or may become available with respect to their holdings in the Issuer.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)          Based upon the Issuer’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2013, there were 19,608,381 shares of the Common Stock outstanding as of August 5, 2013. Based on the foregoing, the Subject Shares represent approximately 5.01% of the shares of the Common Stock issued and outstanding.

(b)          Aim is the sole director, officer and shareholder of Seven Seas, and in such capacity has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, the Subject Shares beneficially owned by Seven Seas. Khaddam owns the Subject Shares beneficially owned by him in his individual capacity, and thus he has sole power to direct the vote of, and the sole power to dispose or direct the disposition of, such shares. As of the date hereof, none of the Reporting Persons own any shares of the Common Stock other than the Subject Shares covered by this Schedule 13D.

(c)          Khaddam acquired 364,600 of the Subject Shares beneficially owned by him from AGI, an entity that he controls, on October 21, 2013. He also acquired 7,000 of the Subject Shares that are beneficially owned by him in open market purchases on October 23, 2013 at a price of $5.32 per share.

(d)          Not applicable.

(e)          Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The Reporting Persons have entered into a Joint Filing Agreement, dated October 23, 2013, with respect to the Subject Shares, which is attached hereto as Exhibit 99.1.

 

 
 

 CUSIP NO. 756764106 SCHEDULE 13D Page 7 of 9

ITEM 7. MATERIAL TO BE FILED AS AN EXHIBIT

 

Exhibit 99.1     Joint Filing Agreement, dated as of October 23, 2013, among Seven Seas Trading Limited, Aboud Khaddam and David Aim.

 

 

 

 

 
 

 CUSIP NO. 756764106 SCHEDULE 13D Page 8 of 9

 

 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: October 23, 2013

 

  SEVEN SEAS TRADING LIMITED
     
     
  By: /s/ David Aim
  Name: David Aim
  Title:   Director
     
     
  /s/ David Aim
  David Aim
     
     
  /s/ Aboud Khaddam
  Aboud Khaddam

       
 
 

 

 CUSIP NO. 756764106 SCHEDULE 13D Page 9 of 9

 

EXHIBIT INDEX

 

     

Exhibit

Description

   
Exhibit 99.1 Joint Filing Agreement, dated as of October 23, 2013, among Seven Seas Trading Limited, Aboud Khaddam  and David Aim.

 

 

EX-99.1 2 t1300552_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, on behalf of the undersigned, of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Red Lion Hotels Corporation, and that this agreement be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

 

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of this 23rd day of October, 2013.

 

 

  SEVEN SEAS TRADING LIMITED
     
     
  By: /s/ David Aim
  Name: David Aim
  Title:   Director
     
     
  /s/ David Aim
  David Aim
     
     
  /s/ Aboud Khaddam
  Aboud Khaddam