SCHEDULE R14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Innkeepers USA Trust
(Name of Registrant as Specified in Its charter)
Innkeepers USA Trust
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X ] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules
14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction
applies:
________________________________________________________
2) Aggregate number of securities to which transaction
applies:
_______________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:1
_______________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________
1 Set forth the amount on which the filing fee is
calculated and state how it was determined:
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
1) Amount Previously Paid:
_______________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________
3) Filing Party:
_______________________________________________
4) Date Filed:
_______________________________________________
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From: Innkeepers USA Trust
Annual Meeting of Shareholders (the "Annual Meeting")
of Innkeepers USA Trust (the "Company")
The proxy statement for the Annual Meeting of the Company to
be held on May 7, 1997 (the "Proxy Statement"), states that
Proposal Three, a proposal to amend the Company's Trustees' Share
Incentive Plan to provide, among other things, for additional
non-discretionary share awards and option grants to non-employee
trustees of the Company ("Proposal Three"), is a routine matter
for which specific instructions from beneficial owners are not
required for brokers to vote the beneficial owners' shares.
The New York Stock Exchange has informed the Company that
Proposal Three is not a routine matter and that brokers must
receive specific instructions from beneficial owners in order to
vote with respect to Proposal Three. A beneficial owner who
wants his broker to vote on Proposal Three should give the broker
specific instructions with respect to voting on Proposal Three in
addition to Proposal Two, which requires specific instructions
for a broker to vote shares for a beneficial owner. Proposal One
may be voted upon discretionarily.
The Annual Meeting is scheduled for Wednesday, May 7, 1997
at 9:00 a.m., local time at the Hampton Inn, 1505 Belvedere Road,
West Palm Beach, Florida. Thank you for your attention and
cooperation.
If you have any questions concerning the foregoing, please
contact Mark Murphy at (561) 835-1800.
