<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 1-14280
HOST FUNDING, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-1907962
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
7825 Fay Avenue, Suite 250 La Jolla, CA 92037
(Address of principal executive offices including zip code)
(619)456-6070
Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: Class A Common
Stock
Name of each exchange on which registered: American Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None.
Indicate by check mark if the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes / X / No / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
/ X /
As of December 31, 1995, the aggregate market value of the
Registrant's voting stock held by non-affiliates was $0.
As of December 31, 1995, the Registrant had outstanding 100 shares of
Common Stock.
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DOCUMENTS INCORPORATED BY REFERENCE
The Registrant hereby incorporates by reference: (i) S-11 registration
statement filed with the Securities and Exchange Commission on May 26, 1995
which Amendment No. 8 thereto was declared effective by the Securities and
Exchange Commission on April 17, 1996; (ii) S-4 registration statement
filed with the Securities and Exchange Commission on June 6, 1995, which
Amendment No. 4 was declared effective by the Securities and Exchange
Commission on December 5, 1995 (the "Registration Statements"). This
Annual Report is qualified and subject to the information contained in the
Registration Statements.
TABLE OF CONTENTS
Item
Number
- ------ PART I
1. and 2. Business and Properties 1
3. Legal Proceedings 18
4. Submission of Matters to a Vote of Security Holders 18
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters 19
6. Selected Financial Data 30
7. Management's Discussion and Analysis of Financial
Condition and Result of Operations 36
8. Financial Statements and Supplementary Data 41
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 41
PART III
10. Directors and Executive Officers of the Registrant 42
11. Executive Compensation 45
12. Security Ownership of Certain Beneficial Owners and
Management 46
13. Certain Relationships and Related Transactions 48
PART IV
14. Exhibits, Financial Statements, Financial Statement
Schedules and Reports on Form 8-K 51
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit
Number Description
- ------ -----------
1.1 Amendment No. 8 to Form S-11 of Host Funding, Inc. dated April
17, 1996.
1.2 Amendment No. 4 to Form S-4 of Host Funding, Inc. dated December
1, 1995.
3.1 Amended and Restated Charter of the Registrant (incorporated by
reference to Exhibit 3.1 to Registrant's Amendment No. 8 to Form
S-11 effective April 17, 1996).
3.2 Amended and Restated By-Laws of the Registrant (incorporated by
reference to Exhibit 3.2 to Registrant's Amendment No. 8 to Form
S-11 effective April 17, 1996).
4.1 Form of Share Certificate (incorporated by reference to Exhibit
4.1 to Registrant's Amendment No. 8 to Form S-11 effective April
17, 1996).
5.1 Opinion of Peter G. Aylward (incorporated by reference to Exhibit
5.1 to Registrant's Amendment No. 8 to Form S-11 effective April
17, 1996).
5.2 Opinion of Ballard Spahr Andrews & Ingersoll (incorporated by
reference to Exhibit 5.2 to Registrant's Amendment No. 8 to Form
S-11 effective April 17, 1996).
8.1 Opinion of Peter G. Aylward as to Tax Matters (incorporated by
reference to Exhibit 8.1 to Registrant's Amendment No. 8 to Form
S-11 effective April 17, 1996).
10.1 Form of Percentage Leases (incorporated by reference to Exhibit
10.1 to Registrant's Amendment No. 8 to Form S-11 effective April
17, 1996).
10.2 Master Agreement (incorporated by reference to Exhibit 10.2 to
Registrant's Amendment No. 8 to Form S-11 effective April 17,
1996).
10.3 Advisory Agreement (incorporated by reference to Exhibit 10.3 to
Registrant's Amendment No. 8 to Form S-11 effective April 17,
1996).
51
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10.4 Mission Bay Acquisition Agreement (incorporated by reference to
Exhibit 10.4 to Registrant's Amendment No. 8 to Form S-11
effective April 17, 1996).
10.5 Appraisal Report for Super 8 Motel in Miner, Missouri
(incorporated by reference to Exhibit 10.5 to Registrant's
Amendment No. 8 to Form S-11 effective April 17, 1996).
10.6 Appraisal Report for Super 8 Motel in Poplar Bluff, Missouri
(incorporated by reference to Exhibit 10.6 to Registrant's
Amendment No. 8 to Form S-11 effective April 17, 1996).
10.7 Appraisal Report for Super 8 Motel in Rock Falls, Illinois
(incorporated by reference to Exhibit 10.7 to Registrant's
Amendment No. 8 to Form S-11 effective April 17, 1996).
10.8 Appraisal Report for Super 8 Motel in Somerset, Kentucky
(incorporated by reference to Exhibit 10.8 to Registrant's
Amendment No. 8 to Form S-11 effective April 17, 1996).
10.9 Appraisal Report for the Mission Bay Super 8 Motel in San Diego,
California (incorporated by reference to Exhibit 10.9 to
Registrant's Amendment No. 8 to Form S-11 effective April 17,
1996).
10.10 Post-Formation Acquisition Agreement (incorporated by reference
to Exhibit 10.10 to Registrant's Amendment No. 8 to Form S-11
effective April 17, 1996).
10.12 Non-Competition Agreement (incorporated by reference to Exhibit
10.12 to Registrant's Amendment No. 8 to Form S-11 effective
April 17, 1996).
10.13 Pledge Agreement (incorporated by reference to Exhibit 10.13 to
Registrant's Amendment No. 8 to Form S-11 effective April 17,
1996).
10.14 Form of Underwriting Agreement (incorporated by reference to
Exhibit 10.14 to Registrant's Amendment No. 8 to Form S-11
effective April 17, 1996).
10.15 Form of Agreement Among Underwriters (incorporated by reference
to Exhibit 10.15 to Registrant's Amendment No. 8 to Form S-11
effective April 17, 1996).
10.16 Form of Selected Dealers Agreement (incorporated by reference to
Exhibit 10.16 to Registrant's Amendment No. 8 to Form S-11
effective April 17, 1996).
10.18 Form of Super Motels, Inc. Franchise Agreement (Poplar Bluff)
(incorporated by reference to Exhibit 10.18 to Registrant's
Amendment No. 8 to Form S-11 effective April 17, 1996).
52
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10.19 Form of Super 8 Motels, Inc. Declaration of Franchise Agreement
(Poplar Bluff) (incorporated by reference to Exhibit 10.19 to
Registrant's Amendment No. 8 to Form S-11 effective April 17,
1996).
10.20 Form of Three Party Agreement (Poplar Bluff) (incorporated by
reference to Exhibit 10.20 to Registrant's Amendment No. 8 to
Form S-11 effective April 17, 1996).
10.21 Form of Subscription Agreement (incorporated by reference to
Exhibit 10.21 to Registrant's Amendment No. 8 to Form S-11
effective April 17, 1996).
13.1 Mission Bay's Annual Report on Form 10-K (SB) for the fiscal year
ended December 31, 1994 (incorporated by reference to Exhibit
13.1 to Registrant's Amendment No. 8 to Form S-11 effective April
17, 1996).
23.1 Consent of Peter G. Aylward, APC (included in Exhibit 5.1)
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in 5.2)
23.3 Consent of Peter G. Aylward, APC (included in Exhibit 8.1)
23.4 Consent of William H. Ling, C.P.A. (incorporated by reference to
Exhibit 23.4 to Registrant's Amendment No. 8 to Form S-11
effective April 17, 1996).
23.5 Consent of Levitz, Zacks & Ciceric (incorporated by reference to
Exhibit 23.5 to Registrant's Amendment No. 8 to Form S-11
effective April 17, 1996).
23.6 Consent of Arthur Andersen, LLP (incorporated by reference to
Exhibit 23.6 to Registrant's Amendment No. 8 to Form S-11
effective April 17, 1996).
23.7 Accountant Dismissal Letter (incorporated by reference to Exhibit
23.7 to Registrant's Amendment No. 8 to Form S-11 effective April
17, 1996).
27 Financial Data Schedule
99.1 Consents of persons named to become directors (incorporated by
reference to Exhibit 99.1 to Registrant's Amendment No. 8 to Form
S-11 effective April 17, 1996).
(b) Reports on Form 8-K
The Registrant did not file any reports on Form 8-K in the last
quarter of this fiscal year. However, the Registrant did file reports on
Form 8-K on April 24, 1996 and May 7, 1996, respectively. The Registrant
did not file any financial statements in connection with these Form 8-K
filings and has not filed any financial statements other than those
contained in the Registration Statements.
53
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
HOST FUNDING, INC.
(Registrant)
Dated: August 2, 1996 /s/ Michael S. McNulty
By: Michael S. McNulty
Its: President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicted.
Signature Title Date
/s/ Michael S. McNulty President, Treasurer August 2, 1996
Michael S. McNulty & Director
Chief Executive Officer
Chief Financial & Accounting Officer
/s/ Guy E. Hatfield Vice-President, August 2, 1996
Guy E. Hatfield Secretary & Director
/s/ Charles R. Dunn Director August 2, 1996
Charles R. Dunn
/s/William Birdsall Director August 2, 1996
William Birdsall
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