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: July 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 May 22, 1997, Humphrey Hospitality Trust, Inc., through its
partnership, Humphrey Hospitality L.P. (the "Partnership") completed the
acquisition of a 81-room Comfort Inn hotel and a 51-room Holiday Inn Express
hotel located in Gettysburg, Pennsylvania. The Comfort Inn property was
purchased from 344 Associates for an aggregate purchase price of $4,325,000. The
Holiday Inn Express property was purchased from 144 Associates for an aggregate
purchase price of $2,725,000. The purchase price for both hotels was financed
through the use of borrowings from the Partnership's credit facility.
Contemporaneous with the purchase, the Partnership leased the properties to
Humphrey Hospitality Management, Inc. pursuant to percentage leases. The
properties will continue to be operated as a hotel properties.
On May 29, 1997, Humphrey Hospitality Trust, Inc., through its
partnership, Humphrey Hospitality L.P. completed the acquisition of a 65-room
Comfort Inn hotel located in Chambersburg, Pennsylvania. The property was
purchased from 544 Associates for an aggregate purchase price of $2,600,000. The
purchase price was financed through the use of borrowings from the Partnership's
credit facility. Contemporaneous with the purchase, the Partnership leased the
property to Humphrey Hospitality Management, Inc. pursuant to a percentage
lease. The property will continue to be operated as a hotel property.
On June 10, 1997, Humphrey Hospitality Trust, Inc., through its
partnership, Humphrey Hospitality L.P. completed the acquisition of a 83-room
Holiday Inn Express hotel located in Allentown, Pennsylvania. The property was
purchased from 644 Associates for an aggregate purchase price of $3,750,000. The
purchase price was financed through the use of borrowings from the Partnership's
credit facility. Contemporaneous with the purchase, the Partnership leased the
property to Humphrey Hospitality Management, Inc. pursuant to a percentage
lease. The property will continue to be operated as a hotel property.
2
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) The following financial statements of the properties acquired
and described in Item 2 are contained at pages 4 through 6.
The Acquisition Hotels
Independent Auditors' Report;
Historical Summary of Combined Gross Revenue and
Direct Operating Expenses; and
Note to Historical Summary of Combined Gross Revenue
and Direct Operating Expenses.
(b) The following pro forma financial statements required by
Article 11 of Regulation S-X for Humphrey Hospitality Trust,
Inc. and Humphrey Hospitality Management, Inc. are contained
at pages 7 through 21.
Pro Forma Condensed Consolidated Statement of Income
for the year ended December 31, 1996 for Humphrey
Hospitality Trust, Inc.;
Pro Forma Condensed Consolidated Statement of Income
for the three months ended March 31, 1997 for
Humphrey Hospitality Trust, Inc.;
Pro Forma Condensed Consolidated Balance Sheet as of
December 31, 1996 for Humphrey Hospitality Trust,
Inc.;
Pro Forma Condensed Consolidated Balance Sheet as of
March 31, 1997 for Humphrey Hospitality Trust, Inc.;
Pro Forma Condensed Statement of Operations for the
year ended December 31, 1996 for Humphrey Hospitality
Management, Inc.; and
Pro Forma Condensed Statement of Operations for the
three months ended March 31, 1997 for Humphrey
Hospitality Management, Inc.
3
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
Humphrey Hospitality Trust, Inc.
We have audited the accompanying Historical Summary of Combined Gross
Revenue and Direct Operating Expenses (the Historical Summary) of the Holiday
Inn Express - Allentown, Holiday Inn Express - Gettysburg, Comfort Inn -
Gettysburg, and the Comfort Inn - Chambersburg hotels (collectively, The
Acquisition Hotels), for the year ended December 31, 1996. The Historical
Summary is the responsibility of the management of The Acquisition Hotels. Our
responsibility is to express an opinion on the Historical Summary based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the Historical Summary is free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the Historical Summary. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the Historical
Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission (for inclusion in the Form 8-K of Humphrey Hospitality Trust, Inc.)
as described in Note 1 to the Historical Summary, and is not intended to be a
complete presentation of The Acquisition Hotels' revenue and expenses.
In our opinion, such Historical Summary presents fairly, in all
material respects, the gross revenue and direct operating expenses of The
Acquisition Hotels for the year ended December 31, 1996, in conformity with the
accounting principles described in Note 1.
Baltimore, Maryland
May 17, 1997
4
<PAGE>
The Acquisition Hotels
HISTORICAL SUMMARY OF COMBINED GROSS REVENUE
AND DIRECT OPERATING EXPENSES
Year ended December 31, 1996 and the three
months ended March 31, 1997 (Unaudited)
Three months
December ended March
31, 1996 31, 1997
------------- ------------------
(Unaudited)
Gross revenue $ 4,646,349 $ 613,665
------------ ----------
Direct operating expenses
Salaries and wages 1,011,779 233,689
Room expenses 279,495 48,678
Utilities 230,477 48,507
Repairs and maintenance 111,125 27,557
Administration 196,067 53,743
Marketing and promotion 227,898 39,713
Telephone 52,426 5,173
Franchise fees 376,766 40,041
Taxes and insurance 195,501 17,100
Land lease 35,000 8,750
------------ ----------
Total direct operating expenses 2,716,534 522,951
------------ ----------
EXCESS (DEFICIENCY) OF REVENUE
OVER EXPENSES $ 1,929,815 $ 90,714
============ ==========
5
<PAGE>
The Acquisition Hotels
NOTE TO HISTORICAL SUMMARY OF COMBINED
GROSS REVENUE AND DIRECT OPERATING EXPENSES
December 31, 1996
Note 1. Basis of Presentation
The Historical Summary of Combined Gross Revenue and Direct Operating
Expenses (the Historical Summary) relates to the operations of four hotel
properties as follows:
<TABLE>
<CAPTION>
# of Date of
Acquisition Hotels Rooms Location Acquisition
- ---------------------------------- ---------- ------------------------------------ ----------------
<S> <C>
Holiday Inn Express 51 Gettysburg, Pennsylvania 5/22/97
Comfort Inn 81 Gettysburg, Pennsylvania 5/22/97
Comfort Inn 65 Chambersburg, Pennsylvania 5/29/97
Holiday Inn Express 83 Allentown, Pennsylvania 6/10/97
</TABLE>
The above hotels, collectively referred to as The Acquisition Hotels were
acquired from unaffiliated parties by Humphrey Hospitality Trust, Inc.
through its partnership, Humphrey Hospitality Limited Partnership (the
Partnership).
The Historical Summary has been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission for real estate
operations acquired or to be acquired. The Historical Summary is not
representative of the actual operations for the year presented, as certain
revenue and expenses which are not comparable to the proposed future
operations of the Acquisition Hotels have been excluded. Expenses excluded
consist of management fees, interest, depreciation and amortization and
other indirect costs not directly related to the future operations of the
Acquisition Hotels.
Revenue is recognized as earned.
6
<PAGE>
Humphrey Hospitality Trust, Inc.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 1996
(Unaudited, in thousands)
This unaudited pro forma condensed consolidated balance sheet of
Humphrey Hospitality Trust, Inc. (the Company) is presented as if the
acquisition of the Acquisition Hotels had occurred on December 31, 1996. Such
pro forma information is based upon the consolidated balance sheet of Humphrey
Hospitality Trust, Inc. as of December 31, 1996. It should be read in
conjunction with the consolidated financial statements of Humphrey Hospitality
Trust, Inc. for the year ended December 31, 1996, previously filed with the
Securities and Exchange Commission in Form 10-K. In management's opinion, all
adjustments necessary to reflect the effects of the above transactions have been
made. This unaudited pro forma condensed consolidated balance sheet is not
necessarily indicative of what the actual financial position would have been
assuming such transactions had been completed as of December 31, 1996, nor does
it purport to represent the future financial position of the Company.
7
<PAGE>
Humphrey Hospitality Trust, Inc.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 1996
(Unaudited, in thousands)
<TABLE>
<CAPTION>
Historical Pro Forma Pro Forma
Company Adjustments Company
-------------- ---------------- --------------
<S> <C>
ASSETS
Net investment in hotel properties $ 21,405 $ 13,699(A) $ 35,104
Cash and cash equivalents 7,101 (247(A) 6,854
Accounts receivable from lessee 1,067 - 1,067
Reserve from replacements 68 - 68
Deferred expenses, net 373 112(A) 485
Other assets 207 58(A) 265
---------- ---------- -----------
$ 30,221 $ 13,622 $ 43,843
========== ========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Mortgages and bonds payable $ 8,151 $ 13,622(A) $ 21,773
Obligations under capital leases 34 - 34
Dividend payable 561 - 561
Accounts payable and accrued expenses 83 - 83
---------- ---------- -----------
8,829 13,622 22,451
---------- ---------- -----------
Minority interest 3,247 - 3,247
---------- ---------- -----------
Shareholders' equity
Common stock 35 - 35
Additional paid-in capital 18,202 - 18,202
Undistributed earnings (deficit) (92) - (92)
---------- ---------- -----------
18,145 - 18,145
---------- ---------- -----------
$ 30,221 $ 13,622 $ 43,843
========== ========== ===========
</TABLE>
(A) Reflects the purchase of four hotel properties, the Acquisition Hotels,
from unaffiliated parties for a purchase price of $13,400,000 plus
related costs of acquisition. The purchase price was paid through the
use of cash and borrowings from the Company's credit facility.
8
<PAGE>
Humphrey Hospitality Trust, Inc.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
Year ended December 31, 1996
(Unaudited, in thousands)
This unaudited pro forma condensed consolidated statement of income of
Humphrey Hospitality Trust, Inc. is presented as if the acquisition of the
Acquisition Hotels had occurred on January 1, 1996, and the percentage leases
for the Acquisition Hotels were effective on January 1, 1996. It should be read
in conjunction with the consolidated financial statements of Humphrey
Hospitality Trust, Inc. for the year ended December 31, 1996, previously filed
with the Securities and Exchange Commission in Form 10-K, and the Historical
Summary of Combined Gross Revenue and Direct Operating Expenses of the
Acquisition Hotels for the year ended December 31, 1996 at pages 5 through 6. In
management's opinion, all adjustments necessary to reflect the effects of the
above transactions have been made. This unaudited pro forma condensed
consolidated statement of income is not necessarily indicative of what actual
results of operations of the Company would have been assuming such acquisitions
had been completed as of January 1, 1996, nor does it purport to represent the
results of operations for future periods.
<TABLE>
<CAPTION>
Pro Forma
Historical Acquisition
Company Hotels Total
-------------- --------------- --------------
<S> <C>
Operating data:
Percentage lease revenue $ 3,958 $ 1,992 (A) $ 5,950
Other revenue 47 - 47
Depreciation and amortization 736 571 (B) 1,307
Real estate and personal property taxes
and property insurance 252 107 (C) 359
Interest expense 493 1,208 (D) 1,701
General and administrative 411 7 (C) 418
Land lease - 35 (E) 35
Minority interest 435 10 (F) 445
---------- --------- -----------
Net income $ 1,678 $ 54 $ 1,732
========== ========= ===========
</TABLE>
(A) Represents lease payments from the Lessee to the Partnership calculated
on a pro forma basis using the rent provisions in the Percentage Leases
and the historical room and other revenue of the Acquisition Hotels.
(B) Represents pro forma depreciation on the Acquisition Hotels ($550) and
amortization of deferred franchise costs ($21). Depreciation is
computed based upon estimated useful lives of 40 years for buildings
and improvements and 5 years for furniture and equipment. These
9
<PAGE>
estimated useful lives are based on management's knowledge of the
properties and the hotel industry in general.
(C) Represents real estate, personal property and business taxes and
property insurance to be paid by the Partnership.
(D) Represents interest computed on approximately $13.6 million of debt
incurred in connection with the purchase of the Acquisition Hotels.
(E) Represents land lease payments on the Gettysburg - Comfort Inn and
Gettysburg - Holiday Inn Express to be paid by the Partnership.
(F) Represents pro forma minority interest for the Acquisition Hotels
calculated at 15.18% of lease income minus depreciation and
amortization, real estate and personal property taxes, property
insurance, interest, general and administrative, and land lease
expenses.
10
<PAGE>
Humphrey Hospitality Management, Inc.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
Year ended December 31, 1996
(Unaudited, in thousands)
This unaudited pro forma condensed statement of operations of Humphrey
Hospitality Management, Inc. (the Lessee) is presented as if the acquisition of
the Acquisition Hotels, by the Company had occurred on January 1, 1996, and the
percentage leases for the Acquisition Hotels were effective on January 1, 1996.
It should be read in conjunction with the financial statements of Humphrey
Hospitality Management, Inc., previously filed with the Securities and Exchange
Commission in Form 10-K of Humphrey Hospitality Trust, Inc., for the year ended
December 31, 1996 and the Historical Summary of Combined Gross Revenue and
Direct Operating Expenses of the Acquisition Hotels for the year ended December
31, 1996 at pages 5 through 6. In management's opinion, all adjustments
necessary to reflect the effects of the above transactions have been made. This
unaudited pro forma condensed statement of operations is not necessarily
indicative of what the actual results of the Company would have been assuming
such transactions had been completed as of January 1, 1996, nor does it purport
to represent the results of operations for future periods.
11
<PAGE>
Humphrey Hospitality Management, Inc.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
Year ended December 31, 1996
(Unaudited, in thousands)
<TABLE>
<CAPTION>
Historical Acquisition Pro
Lessee Hotels Adjustments Forma
------------- --------------- ---------------- ------------
<S> <C>
Total revenue $ 8,579 $ 4,646 $ (36)(A) $ 13,189
---------- -------- ------------ ----------
Expenses
Salaries and wages 2,062 1,012 - 3,074
Room expense 434 279 - 713
Telephone 183 52 - 235
Marina expense 43 - - 43
Administrative 387 196 (36)(B) 547
Marketing and promotion 254 228 - 482
Utilities 430 230 - 660
Repairs and maintenance 227 111 - 338
Taxes and insurance 150 196 (121)(C) 225
Franchise fees 421 377 - 798
Land lease - 35 (35)(D) -
Lease payments 3,957 - 1,992 (E) 5,949
---------- -------- ------------ ----------
8,548 2,716 1,800 13,064
---------- -------- ------------ ----------
Net income $ 31 $ 1,930 $ (1,836) $ 125
========== ======== ============ ==========
</TABLE>
(A) Decrease reflects the elimination of non-recurring investment and other
revenue.
(B) Decrease reflects the elimination of non-recurring administrative expenses.
(C) Decrease reflects real estate and personal property taxes and casualty
insurance to be paid by the Partnership and an adjustment to reflect
estimated future insurance costs of the Lessee.
(D) Decrease reflects land lease expense on the Gettysburg - Comfort Inn and
Gettysburg - Holiday Inn Express to be paid by the Partnership.
12
<PAGE>
(E) Represents lease payments calculated on a pro forma basis using the rent
provisions in the Percentage Leases and the historical room and other
revenue of the Acquisition Hotels.
13
<PAGE>
Humphrey Hospitality Trust, Inc.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 1997
(Unaudited, in thousands)
This unaudited pro forma condensed consolidated balance sheet of
Humphrey Hospitality Trust, Inc. is presented as if the acquisition of the
Acquisition Hotels had occurred on March 31, 1997. Such pro forma information is
based upon the consolidated balance sheet of Humphrey Hospitality Trust, Inc. as
of March 31, 1997. It should be read in conjunction with the consolidated
financial statements of Humphrey Hospitality Trust, Inc. as of March 31, 1997,
previously filed with the Securities and Exchange Commission in Form 10-Q. In
management's opinion, all adjustments necessary to reflect the effects of the
above transactions have been made. This unaudited pro forma condensed
consolidated balance sheet is not necessarily indicative of what the actual
financial position would have been assuming such transactions had been completed
as of March 31, 1997, nor does it purport to represent the future financial
position of the Company.
14
<PAGE>
Humphrey Hospitality Trust, Inc.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 1997
(Unaudited, in thousands)
<TABLE>
<CAPTION>
Historical Pro Forma Pro Forma
Company Adjustments Company
-------------- ---------------- --------------
<S> <C>
ASSETS
Net investment in hotel properties $ 27,369 $ 13,699(A) $ 41,068
Cash and cash equivalents 2,560 (247(A) 2,313
Accounts receivable from lessee 641 - 641
Reserve from replacements 4 - 4
Deferred expenses, net 509 112(A) 621
Other assets 321 58(A) 379
---------- ---------- -----------
$ 31,404 $ 13,622 $ 45,026
========== ========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Mortgages and bonds payable $ 9,371 $ 13,622(A) $ 22,993
Obligations under capital leases 28 - 28
Dividend payable 780 - 780
Accounts payable and accrued expenses 35 - 35
---------- ---------- -----------
10,214 13,622 23,836
---------- ---------- -----------
Minority interest 3,217 - 3,217
---------- ---------- -----------
Shareholders' equity
Common stock 35 - 35
Additional paid-in capital 18,200 - 18,200
Undistributed earnings (deficit) (262) - (262)
---------- ---------- -----------
17,973 - 17,973
---------- ---------- -----------
$ 31,404 $ 13,622 $ 45,026
========== ========== ===========
</TABLE>
(A) Reflects the purchase of four hotel properties, the Acquisition Hotels, from
unaffiliated
15
<PAGE>
parties for a purchase price of $13,400,000 plus related costs of
acquisition. The purchase price was paid through the use of cash and
borrowings from the Company's credit facility.
16
<PAGE>
Humphrey Hospitality Trust, Inc.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
Three months ended March 31, 1997
(Unaudited, in thousands)
This unaudited pro forma condensed consolidated statement of income of
Humphrey Hospitality Trust, Inc. is presented as if the acquisition of the
Acquisition Hotels had occurred on January 1, 1997, and the percentage leases
for the Acquisition Hotels were effective on January 1, 1997. It should be read
in conjunction with the consolidated financial statements of Humphrey
Hospitality Trust, Inc. for the three months ended March 31, 1997, previously
filed with the Securities and Exchange Commission in Form 10-Q, and the
Historical Summary of Combined Gross Revenue and Direct Operating Expenses of
the Acquisition Hotels for the three months ended March 31, 1997 at pages 5
through 6. In management's opinion, all adjustments necessary to reflect the
effects of the above transactions have been made. This unaudited pro forma
condensed consolidated statement of income is not necessarily indicative of what
actual results of operations of the Company would have been assuming such
acquisitions had been completed as of January 1, 1997, nor does it purport to
represent the results of operations for future periods.
<TABLE>
<CAPTION>
Pro Forma
Historical Acquisition
Company Hotels Total
-------------- ---------------- --------------
<S> <C>
Operating data:
Percentage lease revenue $ 964 $ 373(A) $ 1,337
Other revenue 74 - 74
Depreciation and amortization 206 143(B) 349
Real estate and personal property taxes
and property insurance 55 27(C) 82
Interest expense 156 300(D) 456
General and administrative 42 - 42
Land lease - 9(E) 9
Minority interest 88 (16(F) 72
---------- ---------- -----------
Net income $ 491 $ (90) $ 401
========== ========== ===========
</TABLE>
(A) Represents lease payments from the Lessee to the Partnership calculated on a
pro forma basis using the rent provisions in the Percentage Leases and the
historical room and other revenue of the Acquisition Hotels.
(B) Represents pro forma depreciation on the Acquisition Hotels ($138) and
amortization of deferred franchise costs ($5). Depreciation is computed
based upon estimated useful lives of 40 years for buildings and improvements
and 5 years for furniture and equipment. These
17
<PAGE>
estimated useful lives are based on management's knowledge of the properties
and the hotel industry in general.
(C) Represents real estate and personal property taxes and property insurance to
be paid by the Partnership.
(D) Represents interest computed on approximately $13.6 million of debt incurred
in connection with the purchase of the Acquisition Hotels.
(E) Represents land lease payments on the Gettysburg - Comfort Inn and
Gettysburg - Holiday Inn Express to be paid by the Partnership.
(F) Represents pro forma minority interest for the Acquisition Hotels calculated
at 15.18% of lease income minus depreciation and amortization, real estate
and personal property taxes, property insurance, interest, general and
administrative, and land lease expenses.
18
<PAGE>
Humphrey Hospitality Management, Inc.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
Three months ended March 31, 1997
(Unaudited, in thousands)
This unaudited pro forma condensed statement of operations of Humphrey
Hospitality Management, Inc. (the Lessee) is presented as if the acquisition of
the Acquisition Hotels, by the Company had occurred on January 1, 1997, and the
percentage leases for the Acquisition Hotels were effective on January 1, 1997.
It should be read in conjunction with the financial statements of Humphrey
Hospitality Management, Inc., previously filed with the Securities and Exchange
Commission in Form 10-Q of Humphrey Hospitality Trust, Inc., for the three
months ended March 31, 1997 and the Historical Summary of Combined Gross Revenue
and Direct Operating Expenses of the Acquisition Hotels for the three months
ended March 31, 1997 at pages 5 through 6. In management's opinion, all
adjustments necessary to reflect the effects of the above transactions have been
made. This unaudited pro forma condensed statement of operations is not
necessarily indicative of what the actual results of the Company would have been
assuming such transactions had been completed as of January 1, 1997, nor does it
purport to represent the results of operations for future periods.
19
<PAGE>
Humphrey Hospitality Management, Inc.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
Three months ended March 31, 1997
(Unaudited, in thousands)
<TABLE>
<CAPTION>
Historical Acquisition Pro
Lessee Hotels Adjustments Forma
------------- --------------- ---------------- -------------
<S> <C>
Total revenue $ 1,854 $ 614 $ - $ 2,468
---------- -------- ------------ ----------
Expenses
Salaries and wages 538 234 - 772
Room expense 110 48 - 158
Telephone 40 5 - 45
Marina expense 9 - - 9
Administrative 107 54 (30)(A) 131
Marketing and promotion 73 40 - 113
Utilities 118 49 - 167
Repairs and maintenance 36 27 - 63
Taxes and insurance 50 17 (2)(B) 65
Franchise fees 93 40 - 133
Land lease - 9 (9)(C) -
Lease payments 964 - 373 (D) 1,337
---------- -------- ------------ ----------
2,138 523 332 2,993
---------- -------- ------------ ----------
Net income $ (284) $ 91 $ (332) $ (525)
========== ======== ============ ==========
</TABLE>
(A) Decrease reflects the elimination of non-recurring administrative expenses.
(B) Decrease reflects real estate and personal property taxes and casualty
insurance to be paid by the Partnership and an adjustment to reflect
estimated future insurance costs of the lessee.
(C) Decrease represents land lease expense on the Gettysburg - Comfort Inn and
Gettysburg - Holiday Inn Express to be paid by the Partnership.
(D) Represents lease payments calculated on a pro forma basis using the rent
provisions in the Percentage Leases and the historical revenue of the
Acquisition Hotels.
20
<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
21
