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| LQI > SEC Filings for LQI > Form 8-K on 27-Jan-2004 | All Recent SEC Filings |
27-Jan-2004
Other Events
On December 30, 2003, La Quinta Corporation ("LQ Corporation") and La Quinta Properties, Inc. ("LQ Properties" together with LQ Corporation, the "La Quinta Companies") entered into a Purchase and Sale Agreement with Michael D. Herman, pursuant to which the La Quinta Companies sold to Mr. Herman 100% of the capital stock of TeleMatrix, Inc. and 100% of the membership interests of TeleMatrix Equipment, LLC held by the La Quinta Companies.
On December 30, 2003, LQ Properties entered into an Exchange Agreement (the "Exchange Agreement") with Debra L. Herman, Mr. Herman's spouse, pursuant to which Ms. Herman exchanged 1,000 shares of LQ Properties' 9% Series B Cumulative Redeemable Convertible Preferred Stock, par value $.10 per share (the "Series B Shares") for an aggregate of 100,000 newly issued shares of LQ Properties' 9% Series A Cumulative Redeemable Preferred Stock, par value $.10 per share (the "Series A Shares"), which Series A Shares are represented by 1,000,000 newly issued depositary receipts (the "Depositary Receipts"). The exchange closed on January 23, 2004. The Series B Shares exchanged by Ms. Herman have been cancelled by LQ Properties and are no longer outstanding. The Series A Shares and representative Depositary Receipts issued pursuant to the Exchange Agreement are identical to the presently outstanding Series A Shares and Depositary Receipts. The Series B Shares exchanged by Ms. Herman stood pari passu with the outstanding Series A Shares and the Series A Shares issued to Ms. Herman pursuant to the Exchange Agreement collect the same aggregate dividends ($2,250,000 per year) and have the same aggregate liquidation preference ($25,000,000) as did the Series B Shares. In connection with the exchange, Ms. Herman surrendered the right to convert the Series B Shares into shares of common stock of LQ Corporation and class B common stock of LQ Properties. Additionally, LQ Properties and Ms. Herman have entered into a Registration Rights Agreement dated as of December 30, 2003 (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, LQ Properties has agreed to use commercially reasonable efforts to file, within 90 days of December 30, 2003, a registration statement with the Securities and Exchange Commission registering for resale the Depositary Shares issued to Ms. Herman and to use commercially reasonable efforts to cause the registration statement to become effective within 90 days of its filing. The Series A Shares and the Depositary Receipts were issued in a transaction exempt from registration under the Securities Act of 1933, as amended.
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