HUMPHREY HOSPITALITY TRUST INC
8-K, 1997-06-19
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:  June 18, 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  June  10,  1997,  Humphrey  Hospitality  Trust,  Inc.,  through  its
partnership,   Humphrey  Hospitality  L.P.  (the  "Partnership")  completed  the
acquisition  of a 83-room  Holiday Inn Express hotel in Allentown,  Pennsylvania
from 644 Associates.

        The purchase price for the hotel was follows:

        Allentown, Pennsylvania                 $3,750,000

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

        The property is to be leased by the Partnership to Humphrey  Hospitality
Management,  Inc.,  the  lessor of the  Partnership's  other  hotel  properties,
pursuant to a percentage  lease which  provides for rent based,  in part, on the
room revenues from the hotel. The lease went into effect on June 10, 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
- --------------          ---------       -----------------------
Holiday Inn Express     $262,500        14.2% of quarterly room  revenues  up to
Allentown, PA                           room revenues of  $1,250,000  per annum,
                                        plus 8.5% of semi-annual  room  revenues
                                        up to $1,250,000  of room  revenues  per
                                        annum, plus  35%  of  room  revenues  in
                                        excess of $1,250,000  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
acquisition,  which did not 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: 6/18/97                      By:  /s/ James I. Humphrey Jr.
                                        -------------------------
                                        James I. Humphrey Jr.
                                        Chairman and President




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