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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A3
[x] JOINT ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934 [FEE REQUIRED
For the fiscal year ended December 31, 1993
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to _______
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Commission File Number: 1-6828 Commission File Number: 1-7959
HOTEL INVESTORS HOTEL INVESTORS
TRUST CORPORATION
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
Maryland Maryland
(State or other jurisdiction (State or other jurisdiction
of incorporation or organization) of incorporation or organization)
52-1193298 52-0901263
(I.R.S. employer identification no.) (I.R.S. employer identification no.)
11845 W. Olympic Blvd., Suite 560 11845 W. Olympic Blvd., Suite 550
Los Angeles, California 90064 Los Angeles, California 90064
(Address of principal executive (Address of principal executive
offices, including zip code) offices, including zip code)
(310) 575-3900 (310) 575-3900
(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Name of each exchange
Title of each class on which registered
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Shares of Beneficial Interest, $1.00 par value,
of Hotel Investors Trust ("Trust Shares")
paired with New York Stock Exchange
Shares of Common Stock, $0.10 par value,
of Hotel Investors Corporation ("Corporation
Shares")
1986 Warrants to purchase Trust Shares
paired with American Stock Exchange
1986 Warrants to purchase Corporation Shares
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrants (1) have filed all
reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes _X_ No ___.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of each Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [X].
As of March 25, 1994, the aggregate market value of the Registrants'
voting stock held by non-affiliates1 was $18,627,000.
As of March 25, 1994, the Registrants had outstanding 12,132,948 Trust
Shares and 12,132,948 Corporation Shares.
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1For purposes of this Joint Annual Report only, includes all voting shares
other than those held by the Registrants' Trustees or Directors and executive
officers or by persons known to either Registrant to hold of record or
beneficially 5% or more of such Registrant's voting shares.
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The undersigned Registrants hereby amend the following items, the
financial statements, exhibits or other portions of their Annual Report on
Form 10-K for the fiscal year ended December 31, 1993 as set forth in the pages
attached hereto:
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
Certain Beneficial Owners. To the knowledge of the Trust and
the Corporation, no person owns beneficially 5% or more of the Paired Shares,
except as follows:
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Amount
Name and Address Beneficially Percent of
Title of Class of Beneficial Owner Owned Class (1)
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<S> <C> <C> <C>
Paired Shares Leonard M. Ross 1,190,400(2) 9.8%
1011-1/2 North Beverly Drive
Beverly Hills, CA (2)
RRH Capital Management, Inc. 746,350(3) 6.2%
1270 Avenue of the Americas
New York, NY 10020 (3)
R.B. Haave Associates, Inc. 749,200 6.2%
270 Madison Avenue
New York, NY 10016 (4)
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(1) Based on the number of Paired Shares outstanding on March 25, 1994.
(2) Based on information contained in Amendment No. 8 to Schedule 13D
dated February 22, 1991. Mr. Ross has sole voting and dispositive
power with respect to all of these shares; however, 909,800 of these
shares are pledged to the Pacific Bank, along with other securities,
as collateral for a previously unsecured loan.
(3) Based on information contained in Schedule 13G dated February 11,
1993. RRH Capital Management, Inc. has sole dispositive power with
respect to all, and does not have voting power with respect to any, of
these shares.
(4) Based on information contained in Schedule 13G dated February 7, 1994,
R.B. Haave Associates, Inc. has sole dispositive power and voting
power with respect to all of these shares.
Trustees and Officers of the Trust. The following table sets
forth the beneficial ownership of the paired shares as of March 25, 1994 by
each Trustee and each executive officer of the Trust named in the Summary Cash
Compensation Table included in Item 11 hereof who owns paired shares and by all
Trustees and executive officers of the Trust as a group. Except as otherwise
provided below, each beneficial owner has sole voting and investment power with
respect to all shares beneficially owned (other than shares acquired pursuant
to the Trust's 1987 share purchase plan, as to which shares the beneficial
owner has no investment power until his indebtedness to the Trust in respect of
these shares is repaid.
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Amount
Name of Beneficially Percent of
Beneficial Owner Owned Class (1)
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<S> <C> <C>
Jeffrey C. Lapin 69,084(2) (3)
Michael W. Mooney 16,750(4) (3)
Sherwin L. Samuels 98,820(5) (3)
Graeme W. Henderson 51,500(6) (3)
All Trustees and officers as a group 236,154(7) 1.9%
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(1) Based on the number of paired shares outstanding on March 25, 1994.
(2) Includes 63,334 shares subject to presently exercisable options and
5,000 shares owned in a pension plan of which Mr. Lapin is sole
trustee and beneficiary.
(3) Less than 1%.
(4) Includes 16,750 shares subject to presently exercisable options.
(5) Includes 14,320 shares held in a segregated account for the benefit of
Mr. Samuels by a pension plan trust; 7,500 shares acquired by Mr.
Samuels pursuant to a Trust share purchase plan; and 56,000 shares
subject to presently exercisable options and 1,000 shares issuable
upon exercise of paired warrants issued by the Trust and the
Corporation. Does not include 359 shares owned by Mr. Samuels's son
(of which shares Mr. Samuels disclaims beneficial ownership).
(6) Includes 300 shares owned in a Keogh plan, 5,000 shares owned in a
pension plan of which Mr. Henderson is sole trustee and beneficiary
and 5,000 shares acquired pursuant to a Trust share purchase plan and
16,000 shares issuable upon exercise of paired warrants issued by the
Trust and the Corporation.
(7) Includes 137,384 shares that may be acquired upon the exercise of
presently exercisable options and 12,500 shares acquired by Trustees
pursuant to a Trust share purchase plan and 17,000 shares issuable
upon exercise of paired warrants issued by the Trust and the
Corporation. Does not include shares owned by Mr. Samuels' son (see
note (5) above).
Directors and Officers of the Corporation. The following
table sets forth the beneficial ownership of paired shares as of March 25, 1994
by each Director and each executive officer of the Corporation named in the
Summary Cash Compensation Table included in Item 11 hereof who owns paired
shares and by all Directors and executive officers of the Corporation as a
group. Except as otherwise provided below, each beneficial owner has sole
voting and investment power with respect to all shares beneficially owned
(other than shares acquired pursuant to the Corporation's share purchase plans,
as to which shares the beneficial owner has no investment power until his
indebtedness to the Corporation in respect of these shares is repaid).
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Name of Number of Shares Percent of
Beneficial Owner Beneficially Owned Class (1)
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<S> <C> <C>
Kevin E. Mallory 16,750 (2) (3)
Bruce M. Ford 12,612 (4) (3)
Earle F. Jones 6,500 (5) (3)
Graeme W. Henderson 51,500 (6) (3)
All Directors and officers as a group 87,362 (7) (3)
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(1) Based on the number of shares outstanding on March 25, 1994.
(2) Includes 16,750 shares subject to presently exercisable options.
(3) Less than 1%.
(4) Includes 9,500 shares acquired pursuant to a Corporation share
purchase plan and 2,422 shares issuable upon exercise of paired
warrants issued by the Trust and the Corporation, 172 of which are
owned by Mr. Ford s wife.
(5) Includes 5,000 shares acquired pursuant to a Corporation share
purchase plan and 500 shares issuable upon exercise of paired warrants
issued by the Trust and the Corporation.
(6) Includes 300 shares owned in a Keogh Plan, 5,000 shares owned in a
pension plan of which Mr. Henderson is trustee and beneficiary and
5,000 shares acquired pursuant to a Trust share purchase plan and
16,000 shares issuable upon exercise of paired warrants issued by the
Trust and the Corporation.
(7) Includes 16,750 shares that may be acquired upon the exercise of
presently exercisable options and 19,500 shares acquired by Directors
pursuant to the Trust's and the Corporation's share purchase plans and
18,922 shares issuable upon exercise of paired warrants issued by the
Trust and the Corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
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HOTEL INVESTORS TRUST HOTEL INVESTORS CORPORATION
(Registrant) (Registrant)
By: /s/ MICHAEL W. MOONEY By: /s/ KEVIN E. MALLORY
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Michael W. Mooney Kevin E. Mallory
Chief Financial Officer Executive Vice President
(Principal Executive Officer)
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Dated: November 9, 1994
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