<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HUDSON HOTELS TRUST
-------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
MARYLAND APPLIED FOR
- --------------------------------------------- ---------------------------------------------
(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER
IDENTIFICATION NO.)
<S> <C>
ONE AIRPORT WAY, SUITE 200
ROCHESTER, NY 14624
------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
IF THIS FORM RELATES TO THE REGISTRATION OF IF THIS FORM RELATES TO THE REGISTRATION OF
A CLASS OF SECURITIES PURSUANT TO SECTION A CLASS OF SECURITIES PURSUANT TO SECTION
12(B) OF THE EXCHANGE ACT AND IS EFFECTIVE 12(G) OF THE EXCHANGE ACT AND IS EFFECTIVE
PURSUANT TO GENERAL INSTRUCTION A.(C), PURSUANT TO GENERAL INSTRUCTION A.(D),
PLEASE CHECK THE FOLLOWING BOX. [X] PLEASE CHECK THE FOLLOWING BOX. [_]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
333-53281
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
COMMON SHARES OF BENEFICIAL INTEREST, NEW YORK STOCK EXCHANGE
PAR VALUE $.01 PER SHARE
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
N/A
(TITLE OF CLASS)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
--------------------------------------------------------
A description of the Common Shares of Beneficial Interest of the Registrant
is set forth under the caption "Description of Shares of Beneficial Interest" in
the Prospectus contained in the Registration Statement on Form S-11
(Registration No. 333-53281), as initially filed with the Securities and
Exchange Commission on May 21, 1998, and as amended on July 7, 1998 (as so
amended, the "Registration Statement"). Such portion of the Registration
Statement is hereby incorporated by reference.
Item 2. Exhibits.
---------
Pursuant to Instruction 2, the following exhibits are filed as a part
hereof:
1. Form of Underwriting Agreement, which is incorporated by reference to
Exhibit 1.1 to the Registration Statement.
2. Form of Amended and Restated Declaration of Trust of the Registrant,
which is incorporated by reference to Exhibit 3.1 to the Registration
Statement.
3. Bylaws of the Registrant, which are incorporated by reference to
Exhibit 3.2 to the Registration Statement.
4. Form of Share Certificate of the Registrant.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
HUDSON HOTELS TRUST
(Registrant)
By: /s/ Ralph L. Peek
-----------------
Ralph L. Peek
Vice President and Treasurer
Dated: July 20, 1998
-2-
<PAGE>
Exhibit Index
1. Form of Underwriting Agreement, which is incorporated by reference to
Exhibit 1.1 to the Registration Statement.
2. Form of Amended and Restated Declaration of Trust of the Registrant,
which is incorporated by reference to Exhibit 3.1 to the Registration
Statement.
3. Bylaws of the Registrant, which are incorporated by reference to
Exhibit 3.2 to the Registration Statement.
4. Form of Share Certificate of the Registrant.
-3-
<PAGE>
Organized Under the Laws of the State of Maryland
HUDSON HOTELS TRUST
COMMON STOCK
$.01 PAR VALUE
SEE LEGEND ON REVERSE SIDE
SPECIMEN
----------------------------------------
HUDSON HOTELS TRUST, A MARYLAND REAL ESTATE INVESTMENT TRUST, FULLY-PAID AND
NONASSESSABLE
<PAGE>
IMPORTANT NOTICE
The Trust will furnish to any shareholder, on request and without charge, a
full statement of the information required by Section 8-203(d) of the
Corporations and Associations Article of the Annotated Code of Maryland with
respect to the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the
shares of each class of beneficial interest which the Trust has authority to
issue and, if the Trust is authorized to issue any preferred or special class in
series, (i) the differences in the relative rights and preferences between the
shares of each series to the extent they have been set, and (ii) the authority
of the Board of Trustees to set the relative rights and preferences of
subsequent series. The foregoing summary does not purport to be complete and is
subject to and qualified in its entirety by reference to the Amended and
Restated Declaration of Trust of the Trust, a copy of which will be sent without
charge to each shareholder who so requests. Such request must be made to the
Secretary of the Trust at its principal office.
The Common Shares represented by this certificate are subject to restrictions
on transfer. Subject to certain further restrictions and except as provided in
the Amended and Restated Declaration of Trust of the Trust, no Person may (i)
Beneficially or Constructively Own Common Shares in excess of 9.9% of the number
of outstanding Common Shares, (ii) Beneficially or Constructively own Preferred
Shares of any class or series of Preferred Shares in excess of 9.9% of the
number of outstanding Preferred Shares of such class or series, (iii)
Beneficially Own Equity Shares that would result in the Equity Shares being
beneficially owned by fewer than 100 persons (determined without reference to
any rules of attribution), (iv) Beneficially Own Equity Shares that would result
in the Trust being "closely held" under Section 856(h) of the Internal Revenue
Code of 1986, as amended (the "Code), or (v) Constructively Own Equity Shares
that would cause the Trust to Constructively Own 10% or more of the ownership
interests in a tenant of the Trust's real property, within the meaning of
Section 856(d)(2)(b) of the Code. Any Person who attempts to Beneficially or
Constructively Own shares of Equity Shares in excess of the above limitations
must immediately notify the Trust in writing. If the restrictions above are
violated, the Equity Shares represented hereby will be transferred automatically
to a Share Trust and shall be designated Shares-in-Trust to a trustee of a
trust for the benefit of one or more charitable beneficiaries. In addition,
upon the occurrence of certain events, attempted transfers in violation of the
restrictions described above may be void ab initio. All capitalized terms in
this legend have the meanings defined in the Trust's Amended and Restated
Declaration of Trust, as the same may be further amended from time to time, a
copy of which, including the restrictions on transfer, will be sent without
charge to each shareholder who so requests. Such requests must be made to the
Secretary of the Trust at its principal office or to the transfer agent.
