UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
HUMPHREY HOSPITALITY TRUST, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
445467103
(CUSIP Number)
David L. Hefflinger
McGrath, North, Mullin & Kratz, P.C.
222 SOUTH 15TH Street
Suite 1400 One Central Park Plaza
Omaha, Nebraska 68102
402-341-3070
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 26, 1999
(Date of Events Which Require Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1 (f) or 13d-1 (g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of the section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 5 Pages)
<PAGE>
CUSIP No. 445467103
13D
1. NAMES OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
PAUL J. SCHULTE
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
7. SOLE VOTING POWER
862,091 Shares
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 48,755 Shares
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH
REPORTING 862,091 Shares
PERSON WITH 10. SHARED DISPOSITIVE POWER
48,755
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON
910,846 Shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
14. TYPE OF REPORTING PERSON
IN
(Continued on following pages)
(Page 2 of 5 Pages)
<PAGE>
CUSIP No. 445467103
1. Security and Issuer.
This Schedule 13D covers shares of common stock, $.01 par value
("Common Stock"), of Humphrey Hospitality Trust, Inc. (the "Issuer"), a
corporation organized under the laws of the Commonwealth of Virginia. The
address of the Issuer's principal executive office is 12301 Old Columbia Pike,
Silver Spring, Maryland 20904.
The Issuer is the surviving corporation of the merger of Supertel
Hospitality, Inc., a Delaware corporation ("Supertel Hospitality") with and into
the Issuer on October 26, 1999 (the "Merger").
2. Identity and Background.
(a) Name: Paul J. Schulte (the "Reporting Person")
(b) Residence or business address: The business address of the Reporting
Person is 309 North 5th Street, Norfolk, Nebraska 68702.
(c) Present principal occupation: The Reporting Person became the
Chairman of the Board and Chief Executive Officer of the Issuer
following the Merger.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding he was or is
subject to a judgment, decree or final order enjoining future
violation of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Citizenship: The Reporting Person is a citizen of the United States.
3. Source and Amount of Funds or Other Consideration.
The Reporting Person acquired all of his shares of Common Stock in the
Merger at the rate of 1.3 shares of Common Stock for each of his shares of
common stock of Supertel Hospitality.
4. Purpose of Transaction.
The Reporting Person has acquired the shares of Common Stock beneficially
owned by him for investment purposes. The Reporting Person may from time to time
acquire additional shares of Common Stock in the open market or in privately
negotiated transactions, subject to availability of the shares of Common Stock
at prices deemed favorable, the Issuer's business or financial condition and to
other factors and conditions the Reporting Person deems appropriate.
Alternatively, the Reporting Person may sell all or a portion of his shares of
Common Stock in the open market or in privately negotiated transactions.
(Continued on following pages)
(Page 3 of 5 Pages)
<PAGE>
CUSIP No. 445467103
The Reporting Person does not have any present plans or proposals that
relate to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer;
(c) a sale or transfer of a material amount of assets of the Issuer;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of such directors or to fill any existing vacancies on such
board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions that may impede the
acquisition of control of the Issuer by any person;
(h) the class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock and the percentage
of outstanding shares of Common Stock (based upon the 11,173,560 shares of
Common Stock outstanding on October 26, 1999, as represented by the Issuer),
beneficially owned by the Reporting Person, as of the close of business on
October 26, 1999, is set forth below:
- -------------------------------------------------------------------------------
Name of Holder No. of Shares Percentage of
Beneficially Owned Outstanding Shares
- -------------------------------------------------------------------------------
Paul J. Schulte, individually 862,091 7.7%
- -------------------------------------------------------------------------------
Supertel, Inc. 48,755 (1) *
- -------------------------------------------------------------------------------
* Less than 1%.
(1) Reflects the Reporting Person's indirect beneficial ownership in a
corporation which received Common Stock in the Merger.
(Continued on following pages)
(Page 4 of 5 Pages)
<PAGE>
CUSIP No. 445467103
(b) The Reporting Person has the sole power to vote or direct the vote
of all of the shares beneficially owned by him other than the shares of Common
Stock held by Supertel, Inc., which indirect voting power over the shares is
shared by the Reporting Person and the other owners of Supertel, Inc. The
Reporting Person also has the sole power to dispose of or direct the disposition
of all of the shares of Common Stock beneficially owned by him other than the
shares held by Supertel, Inc., which indirect dispositive power over the shares
is shared by the Reporting Person with the other owners of Supertel, Inc.
Supertel, Inc., a Nebraska corporation, is in the business of holding
shares of Common Stock. The business address of Supertel, Inc. is 309 North 5th
Street, Norfolk, Nebraska 68702. Neither Supertel, Inc. nor, to the best of its
knowledge, any executive officer or director of Supertel, Inc. has been
convicted during the past five years in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Supertel, Inc. has not been a party during
the past five years to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which it was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibitions
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(c) On October 26, 1999, the Reporting Person acquired all of his
shares of Common Stock in the Merger at the rate of 1.3 shares of Common Stock
for each of his shares of common stock of Supertel Hospitality.
(d) Not applicable.
(e) Not applicable.
6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
In connection with the Merger, the Reporting Person was appointed the
Chairman of the Board and Chief Executive Officer of the Issuer.
7. Material to be filed as Exhibits.
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
November 4, 1999
-----------------------------------
(Date)
/s/ Paul J. Schulte
-----------------------------------
(Signature)
Paul J. Schulte
-----------------------------------
(Name)
(Page 5 of 5 Pages)
