<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 8-A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
InnSuites Hospitality Trust
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-6647590
- ---------------------------------------- -------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
InnSuites Hotels Centre
1625 E. Northern Ave., Suite 201, Phoenix, Arizona 85020
- ---------------------------------------- -------------------
(Address of Principal Executive Offices) (Zip Code)
<TABLE>
<CAPTION>
<S> <C>
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [ ]
</TABLE>
Securities Act registration statement file number to which this form
relates:_______________
(If applicable)
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
------------------- ------------------------------
<TABLE>
<CAPTION>
<S> <C>
Shares of Beneficial Interest, without par value American Stock Exchange, Inc.
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
The securities being registered are Shares of Beneficial Interest,
without par value ("Common Shares"), of InnSuites Hospitality Trust (the
"Trust"). The authorized stock of the Trust consists of an unlimited number of
Common Shares. Shareholders are entitled to one vote per share on all matters
subject to a vote of the shareholders, including the election of Trustees. The
Trust's Second Amended and Restated Declaration of Trust (the "Declaration")
does not provide for cumulative voting in the election of Trustees. Matters
subject to a vote of the shareholders, including the election of Trustees,
generally require the affirmative vote of a majority of the outstanding Common
Shares present in person or by proxy at a shareholder's meeting. Amendments to
the Declaration require the affirmative vote of two-thirds of the outstanding
Common Shares whether or not present in person or by proxy at a shareholder's
meeting. Except as otherwise required by law, the holders of Common Shares
exclusively possess all voting power.
The Trust's Board of Trustees is divided into three classes, comprised
of two Trustees each, which have staggered three-year terms. At least two years
would be required in order to change the membership of a majority of the Board
of Trustees.
Shareholders are entitled to such dividends, if any, as may be declared
from time to time by the Board of Trustees from funds legally available therefor
and, upon liquidation, are entitled to receive, pro rata, all assets of the
Trust available for distribution to such shareholders. All outstanding Common
Shares are fully paid and nonassessable and have no preemptive rights.
The Common Shares are subject to certain restrictions upon the
ownership and transfer thereof that were adopted for the purpose of enabling the
Trust to preserve its status as a real estate investment trust ("REIT") under
the Internal Revenue Code of 1986 (the "Code"). The Declaration provides that,
subject to certain exceptions specified in the Declaration, no person may own,
or be deemed to own by virtue of the applicable attribution provisions of the
Code, more than 4.9% of any class of the Trust's outstanding capital stock. The
Board of Trustees may, but in no event will be required to, waive this ownership
limit if it determines that such ownership will not jeopardize the Trust's
status as a REIT. As a condition of such waiver, the Board of Trustees may
require opinions of counsel satisfactory to it and/or undertakings or
representations from the applicant with respect to preserving the Trust's REIT
status. The ownership limitation provisions of the Declaration will not apply if
the Board of Trustees determines that it is no longer in the best interests of
the Trust to attempt to qualify, or to continue to qualify, as a REIT.
Any purported transfer of capital stock of the Trust and any other
event that would otherwise result in any person or entity violating the
ownership limitation provisions of the Declaration will be void and of no force
or effect as to that number of shares in excess of the ownership limit. In
addition, if any purported transfer of capital stock of the Trust or any other
event would otherwise cause the Trust to become "closely held" under the Code or
otherwise fail to qualify as a REIT under the Code (other than as a result of a
violation of the
-2-
<PAGE> 3
requirement that a REIT have at least 100 shareholders), then any such purported
transfer will be void and of no force or effect as to that number of shares in
excess of the number that could have been transferred without such result. Also,
if any purported transfer of capital stock of the Trust or any other event would
otherwise cause the Trust to own, or be deemed to own by virtue of the
applicable attribution provisions of the Code, 10% or more of the ownership
interests in any lessee or sublessee to whom the Trust's properties are leased,
then any such purported transfer will be void and of no force or effect as to
that number of shares in excess of the number that could have been transferred
without such result. In each of those cases, the prohibited transferee shall
acquire no right or interest (or, in the case of any event other than a
purported transfer, the person or entity holding record title to any such shares
in excess of the ownership limit shall cease to own any right or interest) in
such excess shares.
Any such excess shares described above will be transferred
automatically, by operation of law, to a trust, the beneficiary of which will be
a qualified charitable organization selected by the Trust (the "Beneficiary").
The trustee of the trust, who shall be designated by the Trust and be
unaffiliated with the Trust and any prohibited transferee, will be empowered to
sell such excess shares to a qualified person or entity and distribute to the
prohibited transferee an amount equal to the lesser of the price paid by the
prohibited transferee for such excess shares or the sales proceeds received by
the trust for such excess shares. In the case of any excess shares resulting
from any event other than a transfer, or from a transfer for no consideration,
the trustee will be empowered to sell such excess shares to a qualified person
or entity and distribute to the prohibited transferee an amount equal to the
lesser of the fair market value of such excess shares on the date of such event
or the sales proceeds received by the trust for such excess shares. Prior to a
sale of any such excess shares by the trust, the trustee will be entitled to
receive, in trust for the benefit of the Beneficiary, all dividends and other
distributions paid by the Trust with respect to such excess shares, and also
will be entitled to exercise all voting rights with respect to such excess
shares.
Any purported transfer of capital stock of the Trust that would
otherwise cause the Trust to be beneficially owned by fewer than 100 persons
will be null and void in its entirety, and the intended transferee will acquire
no rights in such stock.
Every owner of more than 4.9% (or such lower percentage as may be
required by the Code or Treasury Regulations) of the outstanding shares of
capital stock of the Trust must file a written notice with the Trust containing
the information specified in the Declaration no later than January 30 of each
year. In addition, each shareholder shall upon demand be required to disclose to
the Trust in writing such information as the Trust may request in order to
determine the effect on the Trust's REIT status, if any, of such stockholder's
actual and constructive ownership and to ensure compliance with the ownership
limitation provisions of the Declaration.
The ownership limitation provisions of the Declaration may have the
effect of precluding an acquisition of control of the Trust without approval of
the Board of Trustees.
-3-
<PAGE> 4
Item 2. Exhibits.
Not Applicable.
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.
InnSuites Hospitality Trust
Date: April 2, 1999 By: /s/ James F. Wirth
--------------------------------------
James F. Wirth
Chief Executive Officer and President
-4-
