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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES AND EXCHANGE ACT of 1934
Date of Report (Date of Earliest Event Reported) November 7, 1996
INNKEEPERS USA TRUST
(Exact name of registrant as specified in its charter)
Maryland 0-24568 65-0503831
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
306 Royal Poinciana Way
Palm Beach, Florida 33480
(Address of principal executive offices)
(407) 835-1800
(Registrant's telephone number, including area code)
N/A
(former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Subsidiaries of Innkeepers USA Limited Partnership, a Virginia limited
partnership (collectively with Innkeepers USA Limited Partnership, the
"Partnership"), of which wholly owned subsidiaries of Innkeepers USA Trust (the
"Registrant") serve as general partners, consummated the acquisition of seven
existing Residence Inn by Marriott Hotels (the "DeBoer Hotels") on November 7,
1996. The DeBoer Hotels were purchased from partnerships affiliated with Jack
P. DeBoer for a total purchase price of $108,500,000. The Partnership's
purchase price for the DeBoer Hotels consisted of approximately $38,207,000 in
cash, which was funded from the net proceeds of an 11,500,000 Common Share
follow-on offering by the Registrant ("Offering") completed October 25, 1996,
the assumption of approximately $25,096,000 in indebtedness and the
issuance of approximately $44,697,000 of preferred units of limited partnership
interest in the Partnership ("Preferred Units", each with a deemed value of $11
per Preferred Unit for a total 4,063,329 Preferred Units) and $500,000 in
common units of limited partnership interest ("Common Units", each with a
deemed value of $11.375 per Common Unit for a total of 43,956 Common Units).
Preferred Units and Common Units are sometimes referred to herein collectively
as "Units".
The 4,107,285 Units issued in connection with the acquisition of the DeBoer
Hotels have redemption rights which enable the holders to redeem their Units in
exchange for Common Shares of the Registrant on a one-for-one basis or, at the
election of the Registrant, for cash. Generally, the redemption rights for
Preferred Units and Common Units issued in connection with the DeBoer Hotels
may not be exercised until November 1998, and October 1997, respectively.
Annual preferred distributions of $1.10 are payable on each Preferred Unit,
which may increase to $1.155 based on increases in distributions payable on the
Registrant's Common Shares. Annual distributions are payable on the Common
Units generally equal to the distributions on Common Shares.
The DeBoer Hotels will be managed by Residence Inn by Marriott, Inc.
("Marriott"), a subsidiary of Marriott International, Inc., pursuant to
separate management agreements between Marriott and an affiliate of JF Hotel,
Inc., which, together with certain of its affiliates (collectively, the
"Lessee"), lease all of the Partnership's hotels. The Lessee is majority owned
by Jeffrey H. Fisher, Chairman of the Board and President of the Registrant.
Marriott received the Common Units issued in connection with the acquisition of
the DeBoer Hotels as a termination fee for the then-existing management
contracts relating to such hotels.
The DeBoer Hotels include a 159-suite Residence Inn hotel in San Mateo,
California; a 231-suite Residence Inn hotel in Oakmead, California; a 247-suite
Residence Inn hotel in Sunnyvale, California; a 156-suite Residence Inn hotel
in Denver (Downtown), Colorado; a 64-suite Residence Inn hotel in Wichita East,
Kansas; a 60-suite Residence Inn hotel in East Lansing, Michigan; and a
96-suite Residence Inn hotel in Grand Rapids, Michigan.
The Lessee leases all of the Partnership's hotels pursuant to percentage leases
which provide for rent equal to the greater of (i) fixed base rent or (ii)
percentage rent based on room revenues of the hotels. The percentage leases
for the DeBoer Hotels have terms of thirteen years.
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The annual percentage rent formula for each DeBoer Hotel is as follows:
<TABLE>
<CAPTION>
REVENUE FIRST SECOND
BASE RENT BREAK POINT TIER TIER
--------- ----------- ---- ----
<S> <C> <C> <C> <C>
Residence Inn - $1,427,000 $2,450,000 30% 68%
San Mateo, CA
Residence Inn - 2,154,000 2,450,000 30% 68%
Oakmead, CA
Residence Inn - 2,244,000 2,700,000 30% 68%
Sunnyvale, CA
Residence Inn - 684,000 2,750,000 30% 68%
Denver (Downtown), CO
Residence Inn - 287,000 1,175,000 30% 68%
Wichita East, KS
Residence Inn - 290,000 950,000 30% 68%
East Lansing, MI
Residence Inn - 509,000 1,350,000 30% 68%
Grand Rapids, MI
</TABLE>
The DeBoer Hotels will continue to operate as hotel properties.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Financial Statements of the DeBoer Hotels
The combined balance sheet and statements of operations, partners'
deficit and cash flows of the DeBoer Hotels as of December 31, 1994
and December 30, 1995 and for each of the three fiscal years in the
period ended December 31, 1995 are incorporated by reference as
previously filed in the Registrant's Form S-3 Registration Statement
dated September 27, 1996, Registration No. 333-12809.
(b) Pro Forma Financial Information
Unaudited pro forma condensed combined balance sheet and statements of
operations will be filed within 60 days as prescribed by Rule 3-05 of
Regulation S-X.
(c) Exhibits -
2.1 Contribution Agreement dated September 16, 1996 among Denver
Downtown Residence Associates, L.P., a Kansas limited partnership, as
Contributor, Innkeepers USA Limited Partnership, a Virginia limited
partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real
estate investment trust, in connection with the Residence Inn - Denver
(Downtown), Colorado hotel (incorporated by reference from Exhibit 2.1
of the Registrant's Registration Statement on Form S-3, Registration
No. 333-12809).
2.2 Contribution Agreement dated September 16, 1996 among
Sunnyvale Residence Associates, L.P., a Kansas limited partnership, as
Contributor, Innkeepers USA Limited Partnership, a Virginia limited
partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real
estate investment trust, in connection with the Residence Inn -
Oakmead, California hotel [Silicon Valley I] (incorporated by
reference from Exhibit 2.2 of the Registrant's Registration Statement
on Form S-3, Registration No. 333-12809).
2.3 Contribution Agreement dated September 16, 1996 among Kentwood
Residence Associates, L.P., a Kansas limited partnership, as
Contributor, Innkeepers USA Limited Partnership, a Virginia limited
partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real
estate investment trust, in connection with the Residence Inn - Grand
Rapids, Michigan hotel (incorporated by reference from Exhibit 2.3 of
the Registrant's Registration Statement on Form S-3, Registration No.
333-12809).
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2.4 Contribution Agreement dated September 16, 1996 among San
Mateo Residence Associates, L.P., a Kansas limited partnership, as
Contributor, Innkeepers USA Limited Partnership, a Virginia limited
partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real
estate investment trust, in connection with the Residence Inn - San
Mateo, California hotel (incorporated by reference from Exhibit 2.4 of
the Registrant's Registration Statement on Form S-3, Registration No.
333-12809).
2.5 Contribution Agreement dated September 16, 1996 among Oakmead
Residence Associates, L.P., a Kansas limited partnership, as
Contributor, Innkeepers USA Limited Partnership, a Virginia limited
partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real
estate investment trust, in connection with the Residence Inn -
Sunnyvale, California hotel [Silicon Valley II] (incorporated by
reference from Exhibit 2.5 of the Registrant's Registration Statement
on Form S-3, Registration No. 333-12809).
2.6 Contribution Agreement dated September 16, 1996 among East
Lansing Residence Associates, L.P., a Kansas limited partnership, as
Contributor, Innkeepers USA Limited Partnership, a Virginia limited
partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real
estate investment trust, in connection with the Residence Inn - East
Lansing, Michigan hotel (incorporated by reference from Exhibit 2.6 of
the Registrant's Registration Statement on Form S-3, Registration No.
333-12809).
2.7 Contribution Agreement dated September 16, 1996 among Wichita
East Residence Associates, L.P., a Kansas limited partnership, as
Contributor, Innkeepers USA Limited Partnership, a Virginia limited
partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real
estate investment trust, in connection with the Residence Inn -
Witchita East, Kansas (incorporated by reference from Exhibit 2.7 of
the Registrant's Registration Statement on Form S-3, Registration No.
333-12809).
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Coopers & Lybrand L.L.P.
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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 hereunto duly authorized.
INNKEEPERS USA TRUST
November 22, 1996 /s/ David Bulger
- ----------------- ----------------------------
Date David Bulger
Chief Financial Officer
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EXHIBIT INDEX
2.1 Contribution Agreement dated September 16, 1996 among Denver
Downtown Residence Associates, L.P., a Kansas limited partnership, as
Contributor, Innkeepers USA Limited Partnership, a Virginia limited
partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real
estate investment trust, in connection with the Residence Inn - Denver
(Downtown), Colorado hotel (incorporated by reference from Exhibit 2.1
of the Registrant's Registration Statement on Form S-3, Registration
No. 333-12809).
2.2 Contribution Agreement dated September 16, 1996 among
Sunnyvale Residence Associates, L.P., a Kansas limited partnership, as
Contributor, Innkeepers USA Limited Partnership, a Virginia limited
partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real
estate investment trust, in connection with the Residence Inn -
Oakmead, California hotel [Silicon Valley I] (incorporated by
reference from Exhibit 2.2 of the Registrant's Registration Statement
on Form S-3, Registration No. 333-12809).
2.3 Contribution Agreement dated September 16, 1996 among Kentwood
Residence Associates, L.P., a Kansas limited partnership, as
Contributor, Innkeepers USA Limited Partnership, a Virginia limited
partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real
estate investment trust, in connection with the Residence Inn - Grand
Rapids, Michigan hotel (incorporated by reference from Exhibit 2.3 of
the Registrant's Registration Statement on Form S-3, Registration No.
333-12809).
2.4 Contribution Agreement dated September 16, 1996 among San
Mateo Residence Associates, L.P., a Kansas limited partnership, as
Contributor, Innkeepers USA Limited Partnership, a Virginia limited
partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real
estate investment trust, in connection with the Residence Inn - San
Mateo, California hotel (incorporated by reference from Exhibit 2.4 of
the Registrant's Registration Statement on Form S-3, Registration No.
333-12809).
2.5 Contribution Agreement dated September 16, 1996 among Oakmead
Residence Associates, L.P., a Kansas limited partnership, as
Contributor, Innkeepers USA Limited Partnership, a Virginia limited
partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real
estate investment trust, in connection with the Residence Inn -
Sunnyvale, California hotel [Silicon Valley II] (incorporated by
reference from Exhibit 2.5 of the Registrant's Registration Statement
on Form S-3, Registration No. 333-12809).
2.6 Contribution Agreement dated September 16, 1996 among East
Lansing Residence Associates, L.P., a Kansas limited partnership, as
Contributor, Innkeepers USA Limited Partnership, a Virginia limited
partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real
estate investment trust, in connection with the Residence Inn - East
Lansing, Michigan hotel (incorporated by reference from Exhibit 2.6 of
the Registrant's Registration Statement on Form S-3, Registration No.
333-12809).
2.7 Contribution Agreement dated September 16, 1996 among Wichita
East Residence Associates, L.P., a Kansas limited partnership, as
Contributor, Innkeepers USA Limited Partnership, a Virginia limited
partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real
estate investment trust, in connection with the Residence Inn -
Witchita East, Kansas (incorporated by reference from Exhibit 2.7 of
the Registrant's Registration Statement on Form S-3, Registration No.
333-12809).
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Coopers & Lybrand L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this report on Form 8-K of our
report dated August 30, 1996, on our audit of the combined financial statements
of the DeBoer Hotels as of December 30, 1994 and December 31, 1995 1995, and
for each of the three fiscal years in the period ended December 31, 1995,
appearing in the registration statement on Form S-3 (SEC File No. 333-12809) of
Innkeepers USA Trust, filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933.
COOPERS & LYBRAND L.L.P.
West Palm Beach, Florida
November 22, 1996
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Innkeepers USA Trust on Form S-3 (File Nos. 33-97932 and 33-1026) of our report
dated August 30, 1996, on our audit of the combined financial statements of the
DeBoer Hotels as of December 30, 1994 and December 31, 1995, and for each of
the three fiscal years in the period ended December 31, 1995, which report is
incorporated by reference in this report on Form 8-K.
COOPERS & LYBRAND L.L.P.
West Palm Beach, Florida
November 22, 1996
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