HUMPHREY HOSPITALITY TRUST INC
8-K/A, 1997-03-28
REAL ESTATE INVESTMENT TRUSTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                  FORM 8-K - A



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



                         Date of Report: March 25, 1997



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


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<S><C>

                    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)

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






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Item 2.  Acquisitions or Disposition of Assets

         On February 26, 1997,  Humphrey  Hospitality  Trust,  Inc., through its
partnership,   Humphrey  Hospitality  L.P.  (the  "Partnership")  completed  the
acquisition  of a 49-room  Comfort Inn hotel in Culpeper,  Virginia from Gateway
Partnership I.

         The purchase price for the hotel was follows:

         Culpeper, Virginia                 $1,900,000

         The  purchase  price was paid through the  assumption  of debt from the
Culpeper  hotel  and the use of  cash.  The  Partnership  assumed  approximately
$1,220,000 in taxable and tax exempt bond  financing and utilized  approximately
$680,000 in cash for the purchase.

         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 percentage leases which provide for rent based, in part, on the room
revenues from the hotel. The lease went into effect on February 26, 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
- --------------             ---------              -----------------------
Comfort Inn                 $147,936              11% or quarterly room
Culpeper, Virginia                                revenues up to room revenues
                                                  of $675,000 per annum, plus
                                                  11% of semi-annual room
                                                  revenues up to $675,000 of
                                                  room revenues per annum,
                                                  plus 35% of room revenues in
                                                  excess of $675,000 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

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Regulation  S-X for the  periods  specified under Rule 3-05 of Regulation S-X,
within sixty days of this report.


                                   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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