EQUITY INNS INC
8-K, 1997-05-14
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                    FORM 8-K


                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                                 May 12, 1997
               ------------------------------------------------
               DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)


                                EQUITY INNS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         TENNESSEE                     34-0-23290             62-1550848
 ----------------------------         ------------        ------------------
 (State or other jurisdiction         (Commission           (IRS Employer
      of incorporation)               File Number)        Identification No.)



                                4735 SPOTTSWOOD,
                                   SUITE 201,
                            MEMPHIS, TENNESSEE 38117
                            (Address and zip code of
                          principal executive offices)




       Registrant's telephone number, including area code: (901) 761-9651


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         Item 5.  Other Events.

         Equity Inns Partnership, L.P., a partnership of which a wholly-owned
subsidiary of Equity Inns, Inc. (the "Company") serves as the sole general
partner and owns an approximate 96.1% general partnership interest (the
"Partnership"), has entered into agreements to acquire 28 Hampton Inn hotels
(the "Acquisition Hotels") with an aggregate of 3,469 rooms in 14 states from a
series of partnerships controlled by Growth Hotel Investors ("GHI") and Growth
Hotel Investors II ("GHI II") for purchase prices aggregating approximately $169
million, including franchise agreements but excluding approximately $5.5 million
of franchisor-required renovations that the Company expects to undertake in the
next twelve months. The Company intends to fund the purchase of the Acquisition
Hotels through a combination of the net proceeds of an offering of common stock,
borrowings under a $130 million revolving line of credit administered by The
First National Bank of Chicago ("First Chicago") and a one-year term loan from
First Chicago. The Acquisition Hotels are located principally in major urban and
suburban markets. The sale of the Acquisition Hotels is subject to the approval
of a majority in interest of the partners of GHI and GHI II, which approvals
must be obtained through a proxy solicitation, as well as customary real estate
closing conditions. The Partnership has obtained the agreement of the holders of
approximately 39% and 34% of GHI and GHI II, respectively, to vote in favor of
the sale of the Acquisition Hotels to the Partnership. The Company expects to
close the purchase of the Acquisition Hotels prior to June 30, 1997; however,
there can be no assurance that the purchase of the Acquisition Hotels will be
consummated.

         Upon the closing of the purchase of the Acquisition Hotels, the
Acquisition Hotels will be leased to subsidiaries of Interstate Hotels Company,
the nation's largest independent hotel management company and the lessee of the
Partnership's other hotel properties, pursuant to percentage leases that will
provide for rent based, in part, on the revenue from the Acquisition Hotels.

         The Company has filed with the Commission a prospectus supplement and
prospectus dated May 12, 1997 (collectively, the "Prospectus") that contains
audited financial information for GHI and GHI II and certain pro forma
financial information based on certain assumptions set forth in the Prospectus.

         Upon completion of the purchase of the Acquisition Hotels, the Company
will file a report thereof on Form 8-K containing the requisite historical and
pro forma financial information for the Acquisition Hotels.




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                                    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 thereunto duly authorized.


                                            EQUITY INNS, INC.
                                              (REGISTRANT)


Date:  May 14, 1997                         By: /s/ Howard A. Silver
                                                -----------------------------
                                                Howard A. Silver
                                                Chief Financial Officer




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