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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT of 1934
November 2, 1999 (October 26, 1999)
Date of Report (Date of earliest event reported)
HUMPHREY HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
Virginia 000-25060 52-1889548
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
12301 Old Columbia Pike
Silver Spring, Maryland 20904
(Address of principal executive offices)
(301) 680-4343
(Registrant's telephone number, including area code)
N/A
(former name or former address, if changed since last report)
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ITEM 1. CHANGE IN CONTROL.
(a) Effective at 5:00 p.m. on October 26, 1999, Humphrey Hospitality Trust,
Inc. (the "Company") entered into a reverse merger with Supertel
Hospitality, Inc. ("Supertel"), a Delaware corporation having its principal
place of business at 309 North 5th Street, Norfolk, Nebraska 68702. The
Company is the surviving corporation in the transaction. Pursuant to the
Agreement and Plan of Merger, dated June 11, 1999 (the "Agreement"), the
Company issued 1.3 shares of its common stock in exchange for each
outstanding share of Supertel common stock. Following the merger, the
former stockholders of Supertel hold 6,541,860 shares of the Company's
common stock out of a total of 11,173,560 shares issued and outstanding, or
approximately 58.5% of the Company's total issued and outstanding common
stock.
At the effective time of the merger and pursuant to the Agreement, the
Company's Board of Directors was expanded from six to seven members and
Andrew A. Mayer, M.D., Leah T. Robinson and Margaret Allen resigned as
directors of the Company. Pursuant to the Agreement, Paul J. Schulte, Steve
H. Borgmann, Loren Steele and Joseph Caggiano, former Supertel directors,
were appointed as new members of the Company's Board of Directors. James I.
Humphrey, Jr., George R. Whittemore and Jeffrey Zwerdling, directors of the
Company prior to the merger, will continue to serve as directors of the
Company. Under the terms of the Agreement and the Company's amended and
restated bylaws, through and including the Company's 2005 annual meeting of
shareholders, Messrs. Schulte, Borgmann, Steele and Caggiano (or their
successors) will be entitled to nominate four of the Company's directors,
and Messrs. Humphrey, Whittemore and Zwerdling (or their successors) will
be entitled to nominate three of the Company's directors.
Also at the effective time of the merger, Mr. Humphrey resigned as Chairman
of the Board and Chief Executive Officer of the Company and Mr. Schulte,
the former Chairman of the Board, Chief Executive Officer and President of
Supertel, was appointed as the Company's Chairman and Chief Executive
Officer. Mr. Humphrey will serve as Vice Chairman of the Board, President,
Chief Operating Officer and Treasurer of the Company. Mr. Borgmann, the
former Executive Vice President, Secretary and Chief Operating Officer of
Supertel, was appointed Executive Vice President and Secretary of the
Company.
(b) To the knowledge of the Company, there are no arrangements pursuant to
which a change in control will occur in the future.
ITEM 2. ACQUISITION OF ASSETS.
(a) See Item 1 for a description of the merger. The nature and amount of
consideration given in connection with the merger was the issuance of
6,541,860 shares of the Company's common stock to the former Supertel
shareholders. The consideration given and received was determined by
arms-length negotiations between the principals of the Company and
Supertel. No material relationship existed between the management of the
companies.
In connection with the merger, Supertel entered into credit facilities with
First National Bank of Omaha, Marquette Capital Bank, Mercantile Bank and
U.S. Bank for total borrowings of $77.7 million. The proceeds of the credit
facilities were used to refinance Supertel's outstanding debt and to fund
the payment of a $5.13 per share dividend to Supertel shareholders
immediately prior to the merger. Payment of the dividend was necessary so
that the Company could continue to qualify as a real estate investment
trust under the federal income tax laws. The loans are secured by 62 of the
hotel properties formerly owned by Supertel. As a result of the merger, the
Company assumed all of Supertel's outstanding debt, including the four new
credit facilities.
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(b) Following the merger, the Company owns 88 hotel properties, 25 that were
owned by the Company before the merger and 63 that were owned by Supertel
before the merger. Because the Company qualifies as a real estate
investment trust under the federal income tax laws, the Company is not
permitted to operate the properties. Instead, the Company's hotels are
leased to and operated by Humphrey Hospitality Management, Inc. and its
subsidiary, Supertel Hospitality Management, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF SUPERTEL. Incorporated by reference to the
Company's Registration Statement on Form S-4 (Registration No. 333-84603).
(b) PRO FORMA FINANCIAL INFORMATION. Incorporated by reference to the Company's
Registration Statement on Form S-4 (Registration No. 333-84603).
(c) EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of June 11, 1999, between
Humphrey Hospitality Trust, Inc. and Supertel Hospitality, Inc.
(incorporated by reference to the Company's Current Report on Form 8-K
filed on June 14, 1999).
23.1 Consent of KPMG LLP
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HUMPHREY HOSPITALITY TRUST, INC.
Date: November 2, 1999 By: /s/ James I. Humphrey, Jr.
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James I. Humphrey, Jr.
President and Chief Operating Officer
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EXHIBIT INDEX
Exhibit Description
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2.1 Agreement and Plan of Merger, dated as of June 11, 1999, between
Humphrey Hospitality Trust, Inc. and Supertel Hospitality, Inc.
(Incorporated by reference to the Company's current report on Form 8-K
filed on June 14, 1999).
23.1 Consent of KPMG LLP
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Exhibit 23.1
Consent of Independent Public Accountants
The Shareholders and Board of Directors
Supertel Hospitality, Inc.:
We consent to the use of our report incorporated by reference herein.
/s/ KPMG LLP
Omaha, Nebraska
November 2, 1999
