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MHGC > SEC Filings for MHGC > Form 8-K on 4-Oct-2012All Recent SEC Filings

Show all filings for MORGANS HOTEL GROUP CO. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MORGANS HOTEL GROUP CO.


4-Oct-2012

Material Modification to Rights of Security Holders, Financial Statements


Item 3.03. Material Modification to Rights of Security Holders.

On October 2, 2012, the board of directors of Morgans Hotel Group Co. (the "Company") resolved to amend the Amended and Restated Stockholder Protection Rights Agreement (the "Rights Agreement"), dated as of October 1, 2009 and as amended on October 15, 2009 and April 21, 2010, between the Company and Computershare Shareowner Services LLC (f/k/a Mellon Investors Services LLC), as Rights Agent ("Computershare"), in order to extend the expiration date of the Rights Plan from October 9, 2012 to October 9, 2015. Thereafter, on October 3, 2012, the Company and Computershare entered into Amendment No. 3 to the Rights Agreement ("Amendment No. 3") to amend the definition of "Expiration Time" to reflect such extension.

A copy of Amendment No. 3 is being filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 3.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                    Description

4.1          Amendment No. 3, dated as of October 3, 2012, to Amended and Restated
             Stockholder Protection Rights Agreement, dated as of October 1, 2009
             and as amended on October 15, 2009 and April 21, 2010, between Morgans
             Hotel Group Co. and Computershare Shareowner Services LLC (f/k/a
             Mellon Investors Services LLC), as Rights Agent.


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