SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)1
HUMPHREY HOSPITALITY TRUST, INC.
---------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
---------------------------------------------------------------------------
(Title of Class of Securities)
445467103
---------------------------------------------------------------------------
(CUSIP Number)
GEORGE R. WHITTEMORE, MILLS VALUE ADVISER, INC.,
1108 EAST MAIN STREET, RICHMOND, VIRGINIA 23218 (804) 344-3804
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 12, 1996
---------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[_].
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
- -------------------
1The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
<PAGE>
------------------------ ------------------------
CUSIP No. 445467103 SCHEDULE 13D Page 2 of 5 Pages
------------------------ ------------------------
------- -------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James T. Martin
------- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
Not Applicable
------- -------------------------------------------------------------------
3 SEC USE ONLY
------- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
------- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
Not Applicable
------- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
----------------------- ------- -------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 339,000
------- -------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
------- -------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------- -------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
----------------------- ------- -------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
339,000
------- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
Not Applicable
------- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
------- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
------- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 1
TO
SCHEDULE 13D
FOR
JAMES T. MARTIN
This Amendment No. 1 hereby amends and supplements the Schedule 13D
(the "Schedule 13D") dated March 14, 1995, filed by James T. Martin with the
Securities and Exchange Commission (the "SEC") on or about that date, with
respect to the common stock, no par value per share ("Common Stock"), of
Humphrey Hospitality Trust, Inc. (the "Issuer").
Item 1. Security and Issuer
This Amendment No. 1 relates to the common stock, no par value per
share, of Humphrey Hospitality Trust, Inc., 12301 Old Columbia Pike,
Silver Spring, Maryland 20904.
Item 2. Identity and Background
(A) James T. Martin
(B) Tuppeny House
Tuckerstown, Bermuda
(C) James T. Martin is a lecturer, author and consultant.
(D) During the past five years, James T. Martin has not been
convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors.
(E) During the past five years, James T. Martin has not been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and has not been subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws.
(F) James T. Martin is a citizen of Bermuda (subject of Great
Britain).
Page 3 of 5 Pages
<PAGE>
Item 3. Source and Amount of Funds and Other Consideration
The total amount of the funds used in making the purchases was
$2,604,103, of which $981,094 represent purchases since the filing of
the Schedule 13D. The sources of the funds used in making the
purchases were personal funds.
Item 4. Purpose of Transaction
James T. Martin has purchased shares of Common Stock for investment
purposes.
There are no plans or proposals which James T. Martin may have that
relate to or would result in:
(A) The acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the
Issuer, except as otherwise disclosed herein;
(B) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any
of its subsidiaries;
(C) A sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
(D) Any change in the present board of directors or management
of the Issuer, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the board;
(E) Any material change in the present capitalization or dividend
policy of the Issuer;
(F) Any other material change in the Issuer's business or
corporate structure;
(G) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(H) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
Page 4 of 5 Pages
<PAGE>
(I) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or
(J) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(A) The aggregate number and percentage of Common Stock
beneficially owned by James T. Martin are 339,000 Shares
and 9.7%, respectively.
(B) James T. Martin has the sole power to vote or to direct the
vote of all the shares identified pursuant to Item 5(a). Mr.
Martin does not have any power to dispose or to direct the
disposition of all the shares identified pursuant to Item
5(a).
(C) Transactions in the securities identified pursuant to Item
5(a) during the past 60 days are as follows:
Beneficial Trans. Amount of Price Per Where/How
Owner Date Transaction Share Effected
J.T. Martin 12/11/96 $618,752 $8.25 Sec. Off.
J.T. Martin 12/11/96 $272,364 $9.08 Open Mkt.
J.T. Martin 12/11/96 $89,977 $9.00 Open Mkt.
(D) Not applicable.
(E) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None
Item 7. Material to be Filed as Exhibits
None
Page 5 of 5 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement on Schedule 13D is
true, complete and correct.
Date: April 28, 1997 /s/ James T. Martin
-----------------------------------
James T. Martin
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
