8-K
UNITED STATES
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
Date of Report (date of earliest event reported): March 23, 2016
ASHFORD INC.
(Exact name of registrant as specified in its charter)
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DELAWARE | | 001-36400 | | 46-5292553 |
(State or other jurisdiction of incorporation or organization) | | (Commission
File Number) | | (IRS employer
identification number) |
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14185 Dallas Parkway, Suite 1100 | | | | |
Dallas, Texas | | | | 75254 |
(Address of principal executive offices) | | | | (Zip code) |
Registrant’s telephone number, including area code: (972) 490-9600
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 7.01 REGULATION FD DISCLOSURE.
On March 23, 2016 Ashford, Inc. (the “Company”) issued a press release to announce that it has filed a lawsuit claiming tortious interference, together with additional claims, alleging monetary damages potentially exceeding $200 million as well as other non-monetary relief against Sessa Capital (“Sessa”) and its purported director nominees John E. Petry, Philip B. Livingston, Lawrence A. Cunningham, Daniel B. Silvers and Chris D. Wheeler. The lawsuit, which was filed with the Dallas County District Clerk in Dallas County, Texas, seeks to enjoin Sessa and the other defendants from their wrongful acts of interference with the advisory agreement between the Company and Ashford Hospitality Prime, Inc. (“Ashford Prime”), which is not a party to the lawsuit, and to recover damages. A copy of this press release is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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Exhibit Number | Description |
99.1 | Press release of the Company, dated March 23, 2016 |
SIGNATURE
Pursuant to the requirements of Section 12 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.
Dated: March 23, 2016
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| ASHFORD INC. |
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| By: | /s/ DAVID A. BROOKS |
| | David A. Brooks |
| | Chief Operating Officer and General Counsel |