SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INNKEEPERS USA TRUST
(Exact name of registrant as specified in its charter)
Maryland 65-0503831
- --------------------------------------- --------------------------------------
(State of incorporation or (I.R.S. Employer Identification No.)
organization)
306 Royal Poinciana Way
Palm Beach, FL 33480
- --------------------------------------- --------------------------------------
(Address of principal executive (Zip Code)
offices)
---------------------------
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12(b) of the securities pursuant to Section 12(g)
Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box: [X] box: [ ]
Securities Act registration file number to which this form relates: None
-------------
---------------------------
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Each
to be so Registered Class is to be Registered
8.625% Series A Cumulative
Convertible Preferred Shares of
Beneficial Interest, $0.01 par value New York Stock Exchange
- --------------------------------------- -----------------------------------
---------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
None
------------
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The description of the 8.625% Series A Cumulative Convertible
Preferred Shares of Beneficial Interest, $0.01 par value per share (Liquidation
Preference $25 per share), of Innkeepers USA Trust (the "Registrant") contained
under the caption "Description of Shares of Beneficial Interest" on pages 21
through and including 28 of the Registrant's Registration Statement on Form S-3
(No. 333-58811) is incorporated herein by reference.
Item 2. Exhibits.
Exhibit No. Description
- ----------- -----------
1 Amended and Restated Declaration of Trust of the
Registrant (previously filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-11
(Registration No. 33-81362) and incorporated by
reference herein)
2 Amendment of Declaration of Trust of the Registrant
(previously filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-11 (Registration No.
33-81362) and incorporated by reference herein)
3 Articles Supplementary to the Declaration of Trust of
the Registrant (previously filed as Exhibit 3.1(b) to
the Registrant's Registration Statement on Form S-3
(Registration No. 33-53919) and incorporated by
reference herein)
4 Bylaws of the Registrant (previously filed as Exhibit
3.2 to the Registrant's Registration Statement on
Form S-11 (Registration No. 33-81362) and
incorporated by reference herein)
5 Form of Common Share Certificate (previously filed as
Exhibit 4.1 to the Registrant's Registration
Statement on Form S-11 (Registration No. 33-81362)
and incorporated by reference herein)
6 Form of Series A Preferred Share Certificate
(previously filed as Exhibit 4.2 to the Registrant's
Registration Statement on Form S-3 (Registration No.
333-58811) and incorporated by reference herein)
7 Second Amended and Restated Agreement of Limited
Partnership of Innkeepers USA Limited Partnership
(previously filed as Exhibit 4.2 to the Registrant's
Registration Statement on Form S-3 (Registration No.
333-12809) and incorporated by reference herein)
8 Registration Rights Agreement dated May 18, 1998
between the Registrant and the Initial Purchaser
(previously filed as Exhibit 10.2 to the Registrant's
Registration Statement on Form S-3 (Registration No.
333-58811) and incorporated by reference herein)
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
INNKEEPERS USA TRUST
Date: September 4, 1998 By: /s/ Mark A. Murphy
-----------------------
Mark A. Murphy, Secretary
