<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 21, 1997
-----------------
SIGNATURE INNS, INC.
(Exact name of Registrant as specified in charter)
Indiana 0-9659 35-1426996
- ------------------------- ------------ -------------------
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
250 East 96th Street, Suite 450, Indianapolis, Indiana 46240
------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (317) 581-1111
--------------
N/A
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 24, 1997, Signature Inns, Inc. (the "Registrant"), directly or
through one of its wholly owned subsidiaries, acquired a total of 23 Signature
Inn hotel properties previously owned by affiliated partnerships. Seventeen of
the hotel properties were acquired by the purchase of undivided fractional
interests, ranging from 50% to 95%, in the hotel properties followed by
distributions-in-kind to the Registrant of the remaining fractional interests in
those hotel properties contemporaneously with the dissolution of the
partnerships. The other six hotel properties were acquired by purchasing all of
the partnership interests not already owned, directly or through one of its
wholly-owned subsidiaries, by the Registrant in the partnerships which owned
those hotel properties. The Registrant intends to continue operating all of the
acquired hotel properties as Signature Inn hotels.
The purchase prices for the hotel properties and the partnership interests
were supported by fair market value appraisals by an independent, qualified
appraiser or were established by negotiations between the parties. The
aggregate purchase price paid by the Registrant for the 23 hotel properties
was $83.8 million. Of that amount, $28.0 million was paid in cash from the
net proceeds of a public offering of the Registrant's Cumulative Convertible
Preferred Stock, Series A. In addition, $3.6 million of the net proceeds of
the public offering were used to payoff outstanding second mortgage
indebtedness on three of the hotel properties. The $52.2 million balance of
the aggregate purchase price was paid through the assumption or replacement
by the Registrant of outstanding first mortgage debt on the hotel properties.
Set forth below is certain additional information regarding each hotel
property the purchase price of which exceeded 20% of the Registrant's total
assets as of December 31, 1995:
<TABLE>
<CAPTION>
Location Seller Asset Purchased Purchase Price
- -------- ------ --------------- --------------
<S> <C> <C> <C>
Indianapolis, Indiana Signature II Ltd. 85% Undivided $4,590,000
Limited Partnership Interest in
Hotel Property
Lafayette, Indiana Signature III Ltd. 85% Undivided $5,015,000
Limited Partnership Interest in
Hotel Property
South Bend, Indiana Signature XII Ltd. 86.7% Undivided $5,590,900
Limited Partnership Interest in
Hotel Property
Louisville, Kentucky Signature XIV Ltd. 90% Undivided $5,490,000
Limited Partnership Interest in
Hotel Property
Indianapolis, Indiana Signature XVII Ltd. 90% Undivided $4,254,387
Limited Partnership Interest in
Hotel Property
</TABLE>
<PAGE> 2
ITEM 5. OTHER EVENTS.
The Company issued the following as a press release January 21, 1997:
JANUARY 21, 1997
Signature Inns, Inc. Announces Sale of Two Million Shares of Preferred Stock
and Effectiveness of 1-for-3.7 Per Share Reverse Split of its Common Stock
Signature Inns, Inc. (SGNS and SGNSP-NASDAQ) announced that it has
completed a $40 million offering of Preferred Stock. The offering represents
the sale of two million shares of Cumulative Convertible Preferred Stock at a
price of $20 per share. The Company intends to use the net proceeds from the
offering of approximately $36.1 million to acquire full ownership of all of
the operating Signature Inn hotels which are not owned by various partnerships
in which the Company is the general partner. The settlement date is expected
to be January 24, 1997. The Company also granted the underwriters a 30-day
option to purchase up to an additional 300,000 shares of Cumulative
Convertible Preferred Stock for the purpose of covering over-allotments, if
any. McDonald & Company, J.C. Bradford & Co. and The Ohio Company are the
underwriters of the offering. Prospectuses relating to the offering may be
obtained from: McDonald & Co. Securities, Inc., McDonald Investment Center,
800 Superior Avenue, Cleveland, Ohio, 44114.
Upon the effectiveness of the Company's Preferred Stock offering, the
Company's previously declared 1-for-3.7 per share reverse split of its Common
Stock also became effective. The Company's Series A Preferred Stock and
Common Stock have been approved for listing on the NASDAQ National Market
System under the symbols "SGNSP" and SGNS" respectively, and trading in both
classes will commence on January 21, 1997.
Signature Inns, Inc. operates 23 hotels located in six Midwestern states
under its proprietary trade name Signature Inns.
The Company issued the following as a press release January 31, 1997:
JANUARY 31, 1997
Signature Inns, Inc. Announces Issuance of 200,000
Additional Shares of Preferred Stock
Signature Inns, Inc. (SGNS and SGNSP-NASDAQ) announced that underwriters
have exercised their option to purchase an additional 200,000 shares of
Cumulative Convertible Preferred Stock for the purpose of covering
over-allotments. On January 21, 1997, the Company completed a 2,000,000 share
offering of the Cumulative Convertible Preferred Stock. McDonald & Company,
J.C. Bradford & Co. and The Ohio Company are the underwriters of the offering.
Prospectuses relating to the offering may be obtained from: McDonald & Co.
Securities, Inc., McDonald Investment Center, 800 Superior Avenue, Cleveland,
Ohio 44114.
<PAGE> 3
(ITEM 5. OTHER EVENTS. Continued)
Signature Inns, Inc. operates 23 hotels in six Midwestern states under
its proprietary trade name Signature Inn.
The Company issued the following as a press release February 6, 1997:
FEBRUARY 6, 1997
Signature Inns, Inc. Announces Issuance of 56,000
Additional Shares of Preferred Stock
Signature Inns, Inc. (SGNS and SGNSP-NASDAQ) announced that underwriters
have exercised their option to purchase an additional 56,000 shares of
Cumulative Convertible Preferred Stock for the purpose of covering
over-allotments. On January 21, 1997, the Company completed a 2,000,000 share
offering of the Cumulative Convertible Preferred Stock. The entire offering
with the over-allotments totals 2,256,000 shares or $45,120,000. McDonald &
Company, J.C. Bradford & Co. and The Ohio Company are the underwriters of the
offering. Prospectuses relating to the offering may be obtained from:
McDonald & Co. Securities, Inc., McDonald Investment Center, 800 Superior
Avenue, Cleveland, Ohio 44114.
Signature Inns, Inc. operates 23 hotels in six Midwestern states under
its proprietary trade name Signature Inn.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The information required to be disclosed in paragraphs (a) and (b) of
this Item is hereby incorporated by reference to pages F16-F23 and F2-F4,
respectively, of the Registrant's Registration Statement on Form SB-2 (File
No. 333-12735) filed with the Securities and Exchange Commission on September
26, 1996, as amended on January 21, 1997.
Signature
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.
Signature Inns, Inc. (Registrant)
By: /s/
----------------------------------------
John D. Bontreger, President and
Chief Executive Officer
<PAGE> 4
Index of Exhibits
Exhibit
(20) Pages F2-F4 and F16-F23 of the Registrant's
Registration Statement on Form SB-2 (File
No. 333-12735) filed with the Securities
and Exchange Commission on September 26,
1996, as amended, are hereby incorporated
by reference.
5
