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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
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) October 25, 1996
INNKEEPERS USA TRUST
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Maryland 0-24568 65-0503831
(State or other jurisdiction (Commission File No.) I.R.S. Employer
of incorporation) (Identification No.)
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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 5. ACQUISITION OR DISPOSITION OF ASSETS
Innkeepers USA Trust, a Maryland real estate investment trust (the
"Registrant"), filed a report on form 8-K (the "Report") to report the
acquisitions on October 25, 1996 (the "Closing Date") by Innkeepers USA Limited
Partnership, a Virginia limited partnership (collective with its subsidiary
partnerships, the "Partnership") of which Innkeepers Financial Corporation, a
Virginia corporation and a wholly-owned subsidiary of the Registrant, serves as
sole general partner, of a 160-room Residence Inn hotel in Atlanta (Downtown),
Georgia (the "Atlanta Residence Inn") and a 150-room Hampton Inn hotel in
Norcross, Georgia (the "Norcross Hotel" and, together with the Atlanta
Residence Inn, the "Atlanta Hotels").
The Report inadvertently reported the acquisitions under Item 2 of Form 8-K,
Acquisition or Disposition of Assets, rather than under Item 5, Other Events.
The acquisitions werre not required to be reported under Item 2 as they did not
constitute the acquisition of a significant amount of assets as defined in Form
8-K and applicable rules promulgated under the Securities Act of 1933, as
amended. Therefore, this amendment to the Report correctly reports the
acquisitions under Item 5.
The Atlanta Hotels were purchased from JF Atlanta, LLC, a Georgia limited
liability company ("JF Atlanta"). JF Atlanta is majority-owned by Mr. Jeffrey
Fisher, Chairman of the Registrant. The Partnership acquired the Atlanta
Hotels from JF Atlanta for cash purchase prices of approximately $18,125,000
and $9,675,000, respectively, which approximated the purchase prices paid by JF
Atlanta plus closing and financing costs incurred by JF Atlanta through the
Closing Date. The Partnership's purchase price for the Atlanta Hotels was paid
with a portion of the proceeds of an 11,500,000 Common Share follow-on offering
completed on the Closing Date (the "Offering"). JF Atlanta purchased the
Atlanta Hotels on September 6, 1996 solely to facilitate their acquisition by
the Partnership after the Offering. If the Partnership had acquired the
Atlanta Hotels prior to the Offering, the additional debt financing that might
have been required to complete the purchases could have caused the Registrant's
consolidated indebtedness to exceed the limitation on indebtedness contained in
its declaration of trust.
The Atlanta Hotels are leased by the Partnership to an affiliate of JF Hotel,
Inc., which, together with other corporations with identical ownership
(collectively, the "Lessee"), lease all of the Partnership's hotels. The
Lessee is majority-owned by Mr. Fisher. The Lessee leases 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 hotel. The percentage leases for the Atlanta Hotels have terms of ten
years. The base rent under the percentage lease on the Atlanta Residence Inn
is $1,260,000. The percentage rent for the Atlanta Residence Inn is 30% of
room revenue up to $3,100,000, plus 68% of room revenue in excess of
$3,100,000. The base rent under the percentage lease on the Norcross Hotel is
$665,000. The percentage rent for the Norcross Hotel is 30% of room revenue up
to $1,500,000, plus 68% of room revenue in excess of $1,500,000. The Atlanta
Hotels will continue to be operated as hotel properties.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Financial Statements
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
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10.1 Agreement of Purchase and Sale dated September 3, 1996 between
JF Atlanta, LLC and Innkeepers USA Limited Partnership (Atlanta
Residence Inn).
10.2 Agreement of Purchase and Sale dated August 31, 1996 between
JF Atlanta, LLC and Innkeepers USA Limited Partnership (Norcross
Hotel).
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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
January 21, 1997 /s/ David Bulger
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Date David Bulger
Chief Financial Officer
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EXHIBIT INDEX
* 10.1 Agreement of Purchase and Sale dated September 3, 1996 between JF
Atlanta, LLC and Innkeepers USA Limited Partnership (Atlanta Residence
Inn).
* 10.2 Agreement of Purchase and Sale dated August 31, 1996 between JF
Atlanta, LLC and Innkeepers USA Limited Partnership (Norcross Hotel).
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* Previously filed.
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