<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1996
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INNKEEPERS USA TRUST
(Exact name of registrant as specified in governing instruments)
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<TABLE>
<S> <C>
MARYLAND 65-0503831
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
</TABLE>
306 ROYAL POINCIANA WAY
PALM BEACH, FLORIDA 33480
(Address of principal executive offices)
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JEFFREY H. FISHER
INNKEEPERS USA TRUST
306 ROYAL POINCIANA WAY
PALM BEACH, FLORIDA 33480
(407) 835-1800
(Name and address of agent for service)
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COPIES TO:
<TABLE>
<S> <C>
MARK A. MURPHY, ESQ. PETER T. HEALY, ESQ.
HUNTON & WILLIAMS O'MELVENY & MYERS LLP
RIVERFRONT PLAZA -- EAST TOWER EMBARCADERO CENTER WEST
951 E. BYRD STREET 275 BATTERY STREET
RICHMOND, VIRGINIA 23219 SAN FRANCISCO, CALIFORNIA 94111
(804) 788-8685 (415) 984-8833
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Shares, $0.01 par value per
share........................... 1,610,000 $10.9375 $17,609,375 $5,336
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</TABLE>
(1) Includes 210,000 shares which the Underwriters have the option to purchase
solely to cover overallotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c). Based upon the average of the high and low
prices of the Company's Common Shares as reported in the consolidated
reporting system of the New York Stock Exchange on October 21, 1996.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
EXPLANATORY NOTE
This Registration Statement is filed for the purpose of registering
additional securities pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, and hereby incorporates by reference the information contained in
the Company's Registration Statement on Form S-3 (No. 333-12809), which was
declared effective by the Securities and Exchange Commission on October 21,
1996.
<PAGE> 3
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS
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<C> <S> <C>
5.1 -- Opinion of Hunton & Williams
23.1 -- Consent of Hunton & Williams (included in Exhibit 5.1)
23.2 -- Consent of Coopers & Lybrand L.L.P.
23.3 -- Consent of KPMG Peat Marwick LLP
24.1 -- Powers of Attorney (previously filed as Exhibit 24.1 to the Company's Form S-3
Registration Statement, (No. 333-12809) and incorporated herein by reference)
</TABLE>
II-1
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Palm Beach, State of Florida, on the 22nd day of
October, 1996.
INNKEEPERS USA TRUST,
a Maryland real estate investment
trust
(Registrant)
By: /s/ DAVID BULGER
------------------------------------
David Bulger
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 22nd day of October, 1996 by
the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
*/s/ JEFFREY H. FISHER Chairman of the Board and Chief Executive
- --------------------------------------------- Officer (principal executive officer)
Jeffrey H. Fisher
*/s/ BRUCE ZENKEL Trustee
- ---------------------------------------------
Bruce Zenkel
*/s/ MILES BERGER Trustee
- ---------------------------------------------
Miles Berger
*/s/ C. GERALD GOLDSMITH Trustee
- ---------------------------------------------
C. Gerald Goldsmith
/s/ DAVID BULGER Chief Financial Officer and Secretary
- --------------------------------------------- (principal accounting and financial officer)
David Bulger
*By: /s/ DAVID BULGER
- ---------------------------------------------
David Bulger
Attorney-in-fact
</TABLE>
II-2
<PAGE> 1
EXHIBIT 5.1
October 22, 1996
Board of Directors
Innkeepers USA Trust
306 Royal Poinciana Way
Palm Beach, FL 33480
REGISTRATION STATEMENT ON FORM S-3 (NO. 333-12809)
Gentlemen:
We are acting as counsel for Innkeepers USA Trust, a Maryland real estate
trust (the "Company"), in connection with its Registration Statement on Form S-3
(Registration No. 333-12809), and any amendments thereto including any
registration statement filed pursuant to Rule 462(b) (the "Registration
Statement"), as filed with the Securities and Exchange Commission, with respect
to up to 11,500,000 shares of the Company's Common Shares, par value $0.01 per
share (the "Shares").
In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers and
of public officials as we have deemed necessary for the purpose of the opinion
expressed below. Additionally, we have relied upon the opinion of Ballard Spahr
Andrews & Ingersoll for certain matters of Maryland law.
Based upon the foregoing and having regard for such legal considerations as
we have deemed relevant, we are of the opinion that the sale of the Shares as
described in the Registration Statement has been validly authorized and, upon
issuance and sale of the Shares as described in the Registration Statement and
of receipt by the Company of full payment therefor, the Shares will be legally
issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and to the references to
us in the Prospectus included therein. In giving this consent, we do not admit
that we are within the category of persons whose consent is required by section
7 of the Securities Act of 1933 or the rules and regulations promulgated
thereunder by the Securities and Exchange Commission.
Very truly yours,
[HUNTON & WILLIAMS]
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of Innkeepers USA Trust on Form S-3 of our report dated March 22, 1996, on our
audits of the consolidated financial statements and financial statement schedule
of Innkeepers USA Trust as of December 31, 1995 and 1994, and for the year ended
December 31, 1995, and for the period September 30, 1994 (inception) to December
31, 1994, and our report dated March 22, 1996, on our audits of the combined
financial statements of JF Hotel, Inc. and JF Hotel II, Inc., as of December 31,
1995 and 1994 and for the year ended December 31, 1995, and for the period
September 30, 1994 (inception) to December 31, 1994, which reports are included
in Innkeepers USA Trust's 1995 Annual Report on Form 10-K incorporated by
reference herein; the incorporation by reference of our reports dated April 19,
1996 on our audits of the financial statements of Amerimar Cherry Hill
Associates and BA Harrisburg Associates, respectively as of and for the year
ended December 31, 1995, which reports are included on Innkeepers USA Trust Form
8-K/A dated July 17, 1996 incorporated by reference herein; the incorporation by
reference of our report dated August 4, 1994 except for Note 6 as to which the
date is March 30, 1995 on our audits of the combined financial statements of the
Fisher Initial Hotels as of December 31, 1992 and 1993 and June 30, 1994 and for
the years ended December 31, 1991, 1992 and 1993 and the six months ended June
30, 1994 which report is included in Innkeepers USA Trust's Form S-11 (File No.
33-95622) incorporated by reference herein; and to the incorporation by
reference of our report dated August 30, 1996, on our audits of the combined
financial statements of the DeBoer Hotels which report is included in Innkeepers
USA Trust's Form S-3 (File No. 333-12809) incorporated by reference herein.
We also consent to the reference to our firm under the captions "Selected
Information" and "Experts."
COOPERS & LYBRAND L.L.P.
West Palm Beach, Florida
October 21, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Partners
Liberty High Income Plus Limited Partnership:
We consent to the incorporation by reference in the Registration Statement
on Form S-3 of Innkeepers USA Trust of our report dated February 20, 1995 with
respect to the balance sheets of Liberty High Income Plus Limited Partnership as
of December 30, 1994 and December 31, 1993 and the related statements of
operations, changes in partners' equity (deficit) and cash flows for the 52-week
periods ended December 30, 1994, December 31, 1993, and January 1, 1993 which
report appears in the Form 8-K/A of Innkeepers USA Trust dated December 1, 1995.
KPMG PEAT MARWICK LLP
Boston, Massachusetts
October 21, 1996
