HOMESTEAD VILLAGE INC
8-K, 1999-05-04
HOTELS & MOTELS
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                     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) May 4, 1999
                                                        ------------------------

                       HOMESTEAD VILLAGE INCORPORATED
- --------------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)


                                  Maryland
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               (State or Other Jurisdiction of Incorporation)


             1-12269                                      74-2770966
- -----------------------------------      ---------------------------------------
     (Commission File Number)              (I.R.S. Employer Identification No.)


  2100 RiverEdge Parkway, Atlanta, Georgia                        30328        
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(Address of Principal Executive Offices)                       (Zip Code)


                               (770) 303-2200
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            (Registrant's Telephone Number, Including Area Code)


                               Not applicable
- --------------------------------------------------------------------------------
       (Former name or former address, if changed since last report)





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<PAGE>



Item 5.  Other

         On May 4, 1999, Homestead Village Incorporated ("Homestead")
announced that it has terminated discussions regarding a potential business
combination transaction. A copy of this press release is filed as an
exhibit to this report and is incorporated herein by reference.

Item 7.   Financial Statements, Pro Forma Financial Statements and Exhibits.

         (a)      Financial Statements of Businesses Acquired.

                  None.

         (b)      Pro Forma Financial Information.

                  None.

         (c)      Exhibits.

                  99.1     Press Release dated May 4, 1999.




<PAGE>




                                 SIGNATURES

         Pursuant to the requirements 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.


                                       HOMESTEAD VILLAGE INCORPORATED



Dated: May 4, 1999                     By: /s/ Jeffrey A. Klopf               
                                           -----------------------------------
                                           Jeffrey A. Klopf
                                           Senior Vice President and Secretary











                                     Contact: Investor Relations, Kelly F. Lee
                                                   800-201-9455 / 770-303-8299






N e w s   R e l e a s e
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           HOMESTEAD VILLAGE ANNOUNCES TERMINATION OF DISCUSSIONS


         ATLANTA -- (May 4, 1999) -- Homestead Village Incorporated (NYSE:
HSD) announced today that it has terminated discussions regarding a
potential business combination transaction with an unaffiliated third
party. This development does not affect the Company's pending rights
offering.

         Homestead Village Incorporated, a leading owner and operator of
the moderately priced, extended stay lodging properties throughout the
United States, is focused on the corporate business traveler, and has
developed a proprietary operating system to ensure its customers a
consistent, high-quality, uniform lodging experience. Homestead seeks to
build a national brand recognized and valued by its major corporate
customers by concentrating and delivering high-quality service and product
in strategic locations. As of March 31, 1999, Homestead had 125 properties
operating in 37 markets, including 24 of the top 25 travel destination
markets.









In addition to historical information, this press release contains
forward-looking statements under the federal securities laws. These
statements are based on current expectations, estimates and projections
about the industry and markets in which Homestead operates, management's
beliefs and assumptions made by management. Forward-looking statements are
not guarantees of future performance and involve certain risks and
uncertainties which are difficult to predict. Actual operating results may
be affected by changes in national and local economic conditions,
competitive market conditions, changes in financial markets or interest
rates that could adversely affect Homestead's cost of capital and its
ability to meet its financing needs and obligations, weather, obtaining
governmental approvals and meeting development schedules, and therefore,
may differ materially from what is expressed or forecasted in this press
release.

                                








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