<PAGE>
REGISTRATION NO. 33-42087
------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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LA QUINTA INNS, INC.
(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of incorporation or organization)
74-1724417
(I.R.S. Employer Identification No.)
WESTON CENTRE
112 EAST PECAN
P.O. BOX 2636
SAN ANTONIO, TEXAS 78299-2636
(210) 302-6000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JOHN F. SCHMUTZ, ESQ.
VICE PRESIDENT-GENERAL COUNSEL & SECRETARY
LA QUINTA INNS, INC.
WESTON CENTRE
112 EAST PECAN
P.O. BOX 2636
SAN ANTONIO, TEXAS 78299-2636
(210) 302-6103
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
RICHARD M. BYRD, ESQ.
DROUGHT & PIPKIN, L.L.P.
2600 WESTON CENTRE
112 EAST PECAN
SAN ANTONIO, TEXAS 78205
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continued basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
EXPLANATORY STATEMENT TO POST-EFFECTIVE AMENDMENT NO. 1
La Quinta Inns, Inc., formerly named "La Quinta Motor Inns, Inc." (the
"Company"), registered by means of this Registration Statement an aggregate of
1,577,594 shares of its Common Stock, par value $.10 per share, for resale by
Sam Barshop and his wife, Ann Barshop (the "Selling Shareholders"), pursuant to
a Registration Rights Agreement, dated as of July 31, 1991, between the Company
and the Selling Shareholders. The Company has been advised by the Selling
Shareholders that an aggregate of 1,400,000 shares of Common Stock were sold by
the Selling Shareholders pursuant to this Registration Statement on Form S-3.
By filing this Post-Effective Amendment No. 1 to the Registration Statement on
Form S-3 (Registration No. 33-42087), the Company hereby removes from
registration 177,594 shares of Common Stock originally registered hereunder that
remain unsold by the Selling Shareholders at the termination of the offering
pursuant to the Company's undertaking contained in Part II, Item 17(a)(3) of the
Registration Statement.
2
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
The following exhibits are filed as part of the Registration Statement:
24. Powers of Attorney
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements on Form S-3 and has duly caused this Post-Effective Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Antonio, State of Texas, on the
7th day of June, 1994.
LA QUINTA INNS, INC.
By: GARY L. MEAD*
--------------------------------
Gary L. Mead,
President and
Chief Executive Officer
*By: /s/ JOHN F. SCHMUTZ
------------------------------
John F. Schmutz
Attorney-in-Fact
Date: June 7, 1994
II-1
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to this Registration Statement has been signed by the following
persons in the capacities and on the date indicated:
SIGNATURES TITLE
- -------------------------- ---------------------------------------------
JOSEPH F. AZRACK* Director
- -------------------------
(Joseph F. Azrack)
WILLIAM H. CUNNINGHAM* Director
- -------------------------
(William H. Cunningham)
MICHAEL A. DEPATIE* Senior Vice President-Finance
- -------------------------
(Michael A. Depatie)
BARRY K. FINGERHUT* Director
- -------------------------
(Barry K. Fingerhut)
GEORGE KOZMETSKY* Director
- -------------------------
(George Kozmetsky)
DONALD J. McNAMARA* Director
- -------------------------
(Donald J. McNamara)
GARY L. MEAD* Director and President and Chief
- -------------------------
(Gary L. Mead) Executive Officer
IRENE PRIMERA* Vice President - Controller
- -------------------------
(Irene Primera)
PETER STERLING* Director
- -------------------------
(Peter Sterling)
THOMAS M. TAYLOR* Director
- -------------------------
(Thomas M. Taylor)
*By: /s/ JOHN F. SCHMUTZ
------------------------
John F. Schmutz
Attorney-in-Fact
Date: June 7, 1994
II-2
<PAGE>
EXHIBIT 24
<PAGE>
CERTIFIED RESOLUTION
By Action by Unanimous Written Consent of the Board of Directors of La
Quinta Inns, Inc., a Texas corporation (THE "COMPANY"), dated as of May 11,
1994, the following resolutions were adopted and filed in the minute books of
the Company:
RESOLVED: That the draft of the Post-Effective Amendment No. 1 to the
Registration Statement of the Company under the Act on Form S-3 (Registration
No. 33-42087) (the "Registration Statement"), which was presented to directors
in connection with this Consent Action, be and the same is hereby adopted and
approved; and be it
FURTHER RESOLVED: That the President and Chief Executive Officer of the
Company, any Senior Vice President of the Company, and the Vice President-
General Counsel and Secretary of the Company (hereinafter collectively referred
to as the "Proper Officers of the Company"), and each of them, be and hereby are
authorized, empowered and directed, for and on behalf of the Company to make any
changes in said draft of the Post-Effective Amendment No. 1 to the Registration
Statement, a copy of which shall be attached to this Consent Action as an
exhibit, which they deem necessary, advisable or appropriate and to undertake
all necessary, appropriate and advisable measures and other actions in order to
effect the removal from registration of 177,594 shares of Common Stock
originally registered thereunder, which remain unsold by the Selling
Shareholders at the termination of the offering, pursuant to the Company's
undertaking contained in Part II, Item 17(a)(3) of said Registration Statement;
and be it
FURTHER RESOLVED: That the Proper Officers of the Company are, and each of
them is, hereby authorized, empowered and directed to file said Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 with the Securities
and Exchange Commission as soon as reasonably practicable; and be it
FURTHER RESOLVED: That the signature of any officer or director of the
Company required by law to be attached to said Post-Effective Amendment No. 1 to
the Registration Statement on Form S-3, or to any amendment thereof, may be
affixed by said officer or director personally or by any attorney-in-fact duly
constituted in writing by said officer or director to sign his name thereto; and
be it
FURTHER RESOLVED: That the Proper Offices of the Company, and each of
them, are hereby authorized in the name and on behalf of the Company to take any
and all action which they may deem necessary, advisable or appropriate in order
to prepare documents
<PAGE>
necessary to effect the removal from registration under the Act of the 177,594
unsold shares of Common Stock; and be it further
RESOLVED: That any further specific resolutions and actions necessary,
advisable or appropriate in the judgment and discretion of the Proper Officers
of the Company for the purpose of accomplishing and carrying out filing of the
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3, the
removal from registration of the unsold shares of Common Stock, and any other
transactions contemplated by the foregoing resolutions are hereby deemed adopted
and such actions approved and ratified.
/s/ JOHN F. SCHMUTZ
---------------------------------
John F. Schmutz
Vice President-General Counsel
and Secretary
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned hereby constitutes and appoints Gary L. Mead, John F.
Schmutz and Michael C. Moline, and each of them, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign the Post
Effective Amendment No. 1 to the Registration Statement on Form S-3
(Registration No. 33-42087) relating to the registration (and removal therefrom)
of shares of common stock of La Quinta Inns, Inc. offered by Sam Barshop as
Selling Shareholder, and as thereafter amended, and any or all amendments to
such Registration Statement and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
/s/ JOSEPH F. AZRACK
-----------------------------------
Joseph F. Azrack
Director
Dated: 5-12-94
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned hereby constitutes and appoints Gary L. Mead, John F.
Schmutz and Michael C. Moline, and each of them, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign the Post
Effective Amendment No. 1 to the Registration Statement on Form S-3
(Registration No. 33-42087) relating to the registration (and removal therefrom)
of shares of common stock of La Quinta Inns, Inc. offered by Sam Barshop as
Selling Shareholder, and as thereafter amended, and any or all amendments to
such Registration Statement and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
/S/ PHILIP M. BARSHOP
-----------------------------------
Philip M. Barshop
Director
Dated: 5-11-94
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned hereby constitutes and appoints Gary L. Mead, John F.
Schmutz and Michael C. Moline, and each of them, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign the Post
Effective Amendment No. 1 to the Registration Statement on Form S-3
(Registration No. 33-42087) relating to the registration (and removal therefrom)
of shares of common stock of La Quinta Inns, Inc. offered by Sam Barshop as
Selling Shareholder, and as thereafter amended, and any or all amendments to
such Registration Statement and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
/s/ WILLIAM H. CUNNINGHAM
-----------------------------------
William H. Cunningham
Director
Dated: 5-16-94
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned hereby constitutes and appoints Gary L. Mead, John F.
Schmutz and Michael C. Moline, and each of them, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign the Post
Effective Amendment No. 1 to the Registration Statement on Form S-3
(Registration No. 33-42087) relating to the registration (and removal therefrom)
of shares of common stock of La Quinta Inns, Inc. offered by Sam Barshop as
Selling Shareholder, and as thereafter amended, and any or all amendments to
such Registration Statement and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
/s/ MICHAEL A. DEPATIE
-----------------------------------
Michael A. Depatie
Senior Vice President-Finance
Dated: 5-13-94
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned hereby constitutes and appoints Gary L. Mead, John F.
Schmutz and Michael C. Moline, and each of them, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign the Post
Effective Amendment No. 1 to the Registration Statement on Form S-3
(Registration No. 33-42087) relating to the registration (and removal therefrom)
of shares of common stock of La Quinta Inns, Inc. offered by Sam Barshop as
Selling Shareholder, and as thereafter amended, and any or all amendments to
such Registration Statement and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
/s/ BARRY K. FINGERHUT
-----------------------------------
Barry K. Fingerhut
Director
Dated: 5-11-94
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned hereby constitutes and appoints Gary L. Mead, John F.
Schmutz and Michael C. Moline, and each of them, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign the Post
Effective Amendment No. 1 to the Registration Statement on Form S-3
(Registration No. 33-42087) relating to the registration (and removal therefrom)
of shares of common stock of La Quinta Inns, Inc. offered by Sam Barshop as
Selling Shareholder, and as thereafter amended, and any or all amendments to
such Registration Statement and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
/s/ GEORGE KOZMETSKY
-----------------------------------
George Kozmetsky
Director
Dated: 5-11-94
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned hereby constitutes and appoints Gary L. Mead, John F.
Schmutz and Michael C. Moline, and each of them, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign the Post
Effective Amendment No. 1 to the Registration Statement on Form S-3
(Registration No. 33-42087) relating to the registration (and removal therefrom)
of shares of common stock of La Quinta Inns, Inc. offered by Sam Barshop as
Selling Shareholder, and as thereafter amended, and any or all amendments to
such Registration Statement and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
/s/ DONALD J. McNAMARA
-----------------------------------
Donald J. McNamara
Director
Dated: 5-12-94
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned hereby constitutes and appoints John F. Schmutz and Michael
C. Moline, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign the Post Effective Amendment
No. 1 to the Registration Statement on Form S-3 (Registration No. 33-42087)
relating to the registration (and removal therefrom) of shares of common stock
of La Quinta Inns, Inc. offered by Sam Barshop as Selling Shareholder, and as
thereafter amended, and any or all amendments to such Registration Statement and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ GARY L. MEAD
-----------------------------------
Gary L. Mead
Director and President and
Chief Executive Officer
Dated: 5-11-94
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned hereby constitutes and appoints Gary L. Mead, John F.
Schmutz and Michael C. Moline, and each of them, her true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for her
and in her name, place and stead, in any and all capacities, to sign the Post
Effective Amendment No. 1 to the Registration Statement on Form S-3
(Registration No. 33-42087) relating to the registration (and removal therefrom)
of shares of common stock of La Quinta Inns, Inc. offered by Sam Barshop as
Selling Shareholder, and as thereafter amended, and any or all amendments to
such Registration Statement and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
/s/ IRENE PRIMERA
-----------------------------------
Irene Primera
Vice President-Controller
Dated: 5-11-94
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned hereby constitutes and appoints Gary L. Mead and Michael C.
Moline, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Post Effective Amendment No. 1
to the Registration Statement on Form S-3 (Registration No. 33-42087) relating
to the registration (and removal therefrom) of shares of common stock of La
Quinta Inns, Inc. offered by Sam Barshop as Selling Shareholder, and as
thereafter amended, and any or all amendments to such Registration Statement and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ JOHN F. SCHMUTZ
-----------------------------------
John F. Schmutz
Vice President-General Counsel
and Secretary
Dated: 5-11-94
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned hereby constitutes and appoints Gary L. Mead, John F.
Schmutz and Michael C. Moline, and each of them, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign the Post
Effective Amendment No. 1 to the Registration Statement on Form S-3
(Registration No. 33-42087) relating to the registration (and removal therefrom)
of shares of common stock of La Quinta Inns, Inc. offered by Sam Barshop as
Selling Shareholder, and as thereafter amended, and any or all amendments to
such Registration Statement and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
/s/ PETER STERLING
-----------------------------------
Peter Sterling
Director
Dated: 5-12-94
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned hereby constitutes and appoints Gary L. Mead, John F.
Schmutz and Michael C. Moline, and each of them, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign the Post
Effective Amendment No. 1 to the Registration Statement on Form S-3
(Registration No. 33-42087) relating to the registration (and removal therefrom)
of shares of common stock of La Quinta Inns, Inc. offered by Sam Barshop as
Selling Shareholder, and as thereafter amended, and any or all amendments to
such Registration Statement and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
/s/ THOMAS M. TAYLOR
-----------------------------------
Thomas M. Taylor
Director
Dated: 5-11-94
----------------------------
