HUMPHREY HOSPITALITY TRUST INC
8-K, 1997-04-28
REAL ESTATE INVESTMENT TRUSTS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K



                       CURRENT REPORT PURSUANT TO SECTION
                     13 OR 15(D) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934



                         Date of Report: April 25, 1997



                        HUMPHREY HOSPITALITY TRUST, INC.
             (Exact name of registrant as specified in its charter)




                    Virginia                               52-1889548
            (State of Incorporation)                    (I.R.S. employer
                                                       identification no.)

12301 Old Columbia Pike, Silver Spring MD  20904         (301) 680-4343
    (Address of principal executive offices)     (Registrant's telephone number)



                                      N/A
         (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


Item 2.           Acquisitions or Disposition of Assets


         On April 17,  1997,  Humphrey  Hospitality  Trust,  Inc.,  through  its
partnership,   Humphrey  Hospitality  L.P.  (the  "Partnership")  completed  the
acquisition  of a 62-room Best  Western  hotel in Harlan,  Kentucky  from Harlan
Hotel Corporation.  On April 23, 1997, the Partnership completed the acquisition
of a 62-room Holiday Inn Express hotel in Danville, Kentucky from Danville Hotel
Corporation.  On April 25, 1997, the Partnership  completed the acquisition of a
56-room  Comfort  Inn hotel in  Murphy,  North  Carolina  from  Howard and Ward,
Wheeling Inn, LLC.


         The purchase price for the hotels were as follows:

         Harlan, Kentucky                   $2,625,000
         Danville, Kentucky                 $2,725,000
         Murphy, North Carolina             $1,975,000

         The purchase price was paid through the use of cash and borrowings from
the Partnership's credit facility.

         The  properties  are  to be  leased  by  the  Partnership  to  Humphrey
Hospitality  Management,  Inc.,  the  lessor of the  Partnership's  other  hotel
properties, pursuant to percentage leases which provide for rent based, in part,
on the room revenues from the hotels.  The lease for the Harlan  Kentucky  hotel
went into effect on April 17, 1997, the lease for the hotel located in Danville,
Kentucky went into effect April 23, 1997, and the lease for the hotel located in
Murphy, North Carolina went into effect April 25, 1997.

         The following  table sets forth (i) the annual Base Rent,  and (ii) the
annual Percentage Rent formula:


Acquired Hotel             Base Rent               Percentage Rent Formula
- --------------             ---------               -----------------------
Best Western               $183,750                14.5% of quarterly room
Harlan, Kentucky                                   revenues up to room revenues
                                                   of $800,000 per annum, plus
                                                   14% of semi-annual room
                                                   revenues up to $800,000 of
                                                   room revenues per annum, plus
                                                   35% of room revenues in
                                                   excess of $800,000 of room

<PAGE>

                                                   revenues per annum, plus 8%
                                                   of monthly other revenues.

Holiday Inn Express        $190,750                14.2% of quarterly room
Danville, Kentucky                                 revenues up to room revenues
                                                   of $900,000 per annum, plus
                                                   8.5% of semi-annual room
                                                   revenues up to $900,000 of
                                                   room revenues per annum, plus
                                                   35% of room revenues in
                                                   excess of $900,000 of room
                                                   revenues per annum, plus 8%
                                                   of monthly other revenues.

Comfort Inn                $138,250                11% of quarterly room
Murphy, North Carolina                             revenues up to room revenues
                                                   of $740,000 per annum, plus
                                                   10% of semi-annual room
                                                   revenues up to $740,000 of
                                                   room revenues per annum, plus
                                                   35% of room revenues in
                                                   excess of $740,000 of room
                                                   revenues per annum, plus 8%
                                                   of monthly other revenues.

Item 7.     Financial Statements.  Pro Forma Financial Information and Exhibits

         As of the date of this report, historical audited financial information
is not available.  Audited financial  information will be provided for the above
acquisitions, which meet the "significant amount of assets" test under Item 2 of
Form 8-K or Rule 3-05 of  Regulation  S-X for the periods  specified  under Rule
3-05 of Regulation S-X, within sixty days of this report.

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  the  report  to be  signed  on its  behalf  by the
undersigned thereunto duly authorized.



                                                Humphrey Hospitality Trust, Inc.
                                                ________________________________


Date:                                       By:
      __________________________                ________________________________
                                                James I. Humphrey Jr.
                                                Chairman and President





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