UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
Red Lion Hotels Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
756764106
(CUSIP Number)
Alexander B. Washburn
c/o Columbia Pacific Advisors, LLC
1910 Fairview Avenue East, Suite 500
Seattle, Washington 98102
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 7, 2012
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [X]
--------------------------------------------------------------------------------
Cusip No. 756764106 Schedule 13-D Page 2 of 10
1. Names of Reporting Persons
Columbia Pacific Opportunity Fund, L.P. (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Washington
7. Sole Voting Power
5,497,448 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 5,497,448 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,497,448 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
28.76% (3)
14. Type of Reporting Person
PN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,497,448 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 19,366,432 shares of common stock outstanding as of July 31,
2012, as reported on the Company's Form 10-Q for the period ended June 30, 2012;
filed on August 8, 2012.
--------------------------------------------------------------------------------
Cusip No. 756764106 Schedule 13-D Page 3 of 10
1. Names of Reporting Persons
Columbia Pacific Advisors, LLC (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Washington
7. Sole Voting Power
5,497,448 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 5,497,448 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,497,448 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
28.76% (3)
14. Type of Reporting Person
IA
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,497,448 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 19,366,432 shares of common stock outstanding as of July 31,
2012, as reported on the Company's Form 10-Q for the period ended June 30, 2012;
filed on August 8, 2012.
--------------------------------------------------------------------------------
Cusip No. 756764106 Schedule 13-D Page 4 of 10
1. Names of Reporting Persons
Alexander B. Washburn (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
5,497,448 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 5,497,448 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,497,448 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
28.76% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,497,448 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 19,366,432 shares of common stock outstanding as of July 31,
2012, as reported on the Company's Form 10-Q for the period ended June 30, 2012;
filed on August 8, 2012.
--------------------------------------------------------------------------------
Cusip No. 756764106 Schedule 13-D Page 5 of 10
1. Names of Reporting Persons
Daniel R. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
5,497,448 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 5,497,448 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,497,448 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
28.76% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,497,448 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 19,366,432 shares of common stock outstanding as of July 31,
2012, as reported on the Company's Form 10-Q for the period ended June 30, 2012;
filed on August 8, 2012.
--------------------------------------------------------------------------------
Cusip No. 756764106 Schedule 13-D Page 6 of 10
1. Names of Reporting Persons
Stanley L. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
5,497,448 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 5,497,448 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,497,448 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
28.76% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,497,448 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 19,366,432 shares of common stock outstanding as of July 31,
2012, as reported on the Company's Form 10-Q for the period ended June 30, 2012;
filed on August 8, 2012.
--------------------------------------------------------------------------------
Cusip No. 756764106 Schedule 13-D Page 7 of 10
1. Names of Reporting Persons
Brandon D. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
5,497,448 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 5,497,448 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,497,448 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
28.76% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,497,448 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 19,366,432 shares of common stock outstanding as of July 31,
2012, as reported on the Company's Form 10-Q for the period ended June 30, 2012;
filed on August 8, 2012.
--------------------------------------------------------------------------------
Cusip No. 756764106 Schedule 13-D Page 8 of 10
EXPLANATORY NOTE
This Amendment No. 14 amends the Schedule 13D filed jointly by Columbia
Pacific Opportunity Fund, L.P., a Washington limited partnership (the "Fund"),
Columbia Pacific Advisors LLC, a Washington limited liability company (the
"Adviser"), Alexander B. Washburn, a U.S. citizen, Daniel R. Baty, a U.S.
citizen, Stanley L. Baty, a U.S. citizen, and Brandon D. Baty, a U.S. citizen
(each a "Reporting Person" and collectively the "Reporting Persons") with the
Securities and Exchange Commission on June 27, 2008, as amended on February 11,
2009, September 1, 2009, June 16, 2010, July 21, 2010, October 18, 2010,
December 1, 2010, January 20, 2011, May 10, 2011, July 7, 2011, August 29, 2011,
October 13, 2011, November 15, 2011 and February 28, 2012 with respect to the
common stock, par value $0.01 per share (the "Common Stock") of Red Lion Hotels
Corporation (the "Company").
Mr. Washburn, Mr. D. Baty, Mr. S. Baty and Mr. B. Baty serve as the
managing members of the Adviser, which is primarily responsible for all
investment decisions regarding the Fund's investment portfolio. The shares of
Common Stock reported herein are held in the portfolio of the Fund.
Neither the present filing nor anything contained herein shall be
construed as an admission that the Reporting Persons constitute a "group" for
any purpose and the Reporting Persons expressly disclaim membership in a group.
Except as specifically set forth herein, the Schedule 13D remains unmodified.
Item 4. Purpose of Transaction
The Reporting Persons have sent a letter to the Board of Directors of the
Issuer. A copy of the referenced letter is attached as Exhibit A.
Item 5. Interest in Securities of the Issuer
The responses set forth in Items 5(a) and 5(c) of the Schedule 13D are
hereby replaced in its entirety by the following:
(a) As of the date hereof, the Reporting Persons may be deemed to
beneficially own an aggregate of 5,497,448 shares of Common Stock, which
constitutes 28.39% of the total number shares of Common Stock outstanding as
of July 31, 2012, as reported in the Company's Form 10-Q for the period ended
June 30, 2012; filed on August 8, 2012.
(c) The Reporting Persons have not made any transactions in the shares
of Common Stock on behalf of the Fund in the past 60 days.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Letter to the Board of Directors.
--------------------------------------------------------------------------------
Cusip No. 756764106 Schedule 13-D Page 9 of 10
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 7, 2012 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P. (1)
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member of
Columbia Pacific Advisors, LLC, its
general partner
Dated: September 7, 2012 COLUMBIA PACIFIC ADVISORS, LLC (1)
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member
Dated: September 7, 2012 /s/ Alexander B. Washburn
Alexander B. Washburn (1)
Dated: September 7, 2012 /s/ Daniel R. Baty
Daniel R. Baty (1)
Dated: September 7, 2012 /s/ Stanley L. Baty
Stanley L. Baty (1)
Dated: September 7, 2012 /s/ Brandon D. Baty
Brandon D. Baty (1)
________________
(1) This Amendment is being filed jointly by the Fund, the Adviser, Alexander
B. Washburn, Daniel R. Baty, Stanley L. Baty, and Brandon D. Baty pursuant to
the Joint Filing Agreement dated August 6, 2009 and included with the
signature page to the Fund's Schedule 13D with respect to the Company filed on
September 1, 2009 and incorporated by reference herein.
--------------------------------------------------------------------------------
Cusip No. 756764106 Schedule 13-D Page 10 of 10
Exhibit A
September 7, 2012
Red Lion Hotel Corporation
201 West North River Drive
Suite 100
Spokane, WA 99201
Attn: Member of the Board of Directors
To the Board of Directors,
While we are encouraged with the recent success in selling off non-strategic
hotel assets with the goal of paying down debt, we are completely dissatisfied
with the lack of measurable progress made toward satisfying the strategic
process. This process was announced on March 28th, and we assume the Board
must have been reviewing the options in front of the company for months
previously. After five months, it is time for shareholders to learn the results
of this process.
Let it be understood that a majority of shareholders are not confident in the
current Board's ability to define a clear direction or strategy for the future
of the company. The Board's lack of a clear or comprehensive plan to create
shareholder value is evidenced by relentless shifts in strategic direction over
the past several years.
Therefore, should the Board not present a proposal to sell or liquidate the
company; we will call for the resignation of the current Board. We are prepared
to present a new slate of directors who have demonstrated success in hotel
operating experience and value creation through real estate repositioning and
capital market transactions. While we would prefer to work with the current
directors to reconstitute the Board, we are prepared to take all necessary
actions to effect this outcome.
We look forward to hearing results of the strategic process soon.
Sincerely,
Columbia Pacific Opportunity Fund, L.P.