-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KjrehBWJcWmQb1WHeA86Oy7cAT1/qvoUTXaZgccCZVg3Y5UPunPGaFfv/ruXxSdR 7BresyRyGXevtQrDqpkh+Q== 0000315066-00-000484.txt : 20000214 0000315066-00-000484.hdr.sgml : 20000214 ACCESSION NUMBER: 0000315066-00-000484 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INNKEEPERS USA TRUST/FL CENTRAL INDEX KEY: 0000926866 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 650503831 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-44029 FILM NUMBER: 536878 BUSINESS ADDRESS: STREET 1: 306 ROYAL POINCIANA PLZ STREET 2: STE 100 CITY: PALM BEACH STATE: FL ZIP: 33480 BUSINESS PHONE: 4078351800 FORMER COMPANY: FORMER CONFORMED NAME: INNKEEPERS USA TRUST DATE OF NAME CHANGE: 19940714 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR CORP CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 161144965 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13G/A 1 SCHEDULE 13G - 02-14-00 - INNKEEPERS USA TRUST SCHEDULE 13G Amendment No. 5 Innkeepers USA Trust common stock Cusip # 4576J0104 Cusip # 4576J0104 Item 1: Reporting Person - FMR Corp. Item 4: Commonwealth of Massachusetts Item 5: 715,422 Item 6: 0 Item 7: 1,448,720 Item 8: 0 Item 9: 1,448,720 Item 11: 4.118% Item 12: HC Cusip # 4576J0104 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 1,448,720 Item 8: 0 Item 9: 1,448,720 Item 11: 4.118% Item 12: IN Cusip # 4576J0104 Item 1: Reporting Person - Abigail P. Johnson Item 4: United States of America Item 5: None Item 6: None Item 7: 1,448,720 Item 8: None Item 9: 1,448,720 Item 11: 4.118% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: Innkeepers USA Trust Item 1(b). Name of Issuer's Principal Executive Offices: 306 Royal Poinciana Plaza, Suite 100 Palm Beach, FL 33480 Item 2(a). Name of Person Filing: FMR Corp. Item 2(b). Address or Principal Business Office or, if None, Residence: 82 Devonshire Street, Boston, Massachusetts 02109 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: common stock Item 2(e). CUSIP Number: 4576J0104 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d- 2(b) and the person filing, FMR Corp., is a parent holding company in accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 1,448,720 (b) Percent of Class: 4.118% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 715,422 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 1,448,720 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a CommonStock. If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following (X). Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit(s) A, B. Item 8. Identification and Classification of Members of the Group. Not Applicable. See attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Inasmuch as the reporting persons are no longer the beneficial owners of more than five percent of the number of shares outstanding, the reporting persons have no further reporting obligation under Section 13(d) of the Securities and Exchange Commission thereunder, and the reporting persons have no obligation to amend this Statement if any material change occurs in the facts set forth herein. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13G in connection with FMR Corp.'s beneficial ownership of the common stock of Innkeepers USA Trust at December 31, 1999 is true, complete and correct. February 14, 2000 Date /s/Eric D. Roiter Signature Eric D. Roiter Duly authorized under Power of Attorney dated December 30, 1997, by and on behalf of FMR Corp. and its direct and indirect subsidiaries SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 731,225 shares or 2.078% of the common stock outstanding of Innkeepers USA Trust ("the Company") as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of common stock of Innkeepers USA Trust owned by the investment companies at December 31, 1999 included 276,225 shares of common stock resulting from the assumed conversion of 186,500 shares of INNKEEPERS USA $2.16 CV PFD A (1.481 shares of common stock for each share of Convertible Preferred Stock). Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the funds each has sole power to dispose of the 731,225 shares owned by the Funds. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees. Fidelity Management Trust Company, 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 717,495 shares or 2.039% of the common stock outstanding of the Company as a result of its serving as investment manager of the institutional account(s). The number of shares of common stock of Innkeepers USA Trust owned by the institutional account(s) at December 31, 1999 included 219,794 shares of common stock resulting from the assumed conversion of 148,400 shares of the INNKEEPERS USA $2.16 CV PFD A described above. Edward C. Johnson 3d and FMR Corp., through its control of Fidelity Management Trust Company, each has sole dispositive power over 717,495 shares and sole power to vote or to direct the voting of 715,422 shares, and no power to vote or to direct the voting of 2,073 shares of common stock owned by the institutional account(s) as reported above. Strategic Advisers, Inc., 82 Devonshire Street, Boston, MA 02109, a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, provides investment advisory services to individuals. It does not have sole power to vote or direct the voting of shares of certain securities held for clients and has sole dispositive power over such securities. As such, FMR Corp.'s beneficial ownership may include shares beneficially owned through Strategic Advisers, Inc. Members of the Edward C. Johnson 3d family are the predominant owners of Class B shares of common stock of FMR Corp., representing approximately 49% of the voting power of FMR Corp. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding voting stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. and Abigail P. Johnson is a Director of FMR Corp. The Johnson family group and all other Class B shareholders have entered into a shareholders' voting agreement under which all Class B shares will be voted in accordance with the majority vote of Class B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR Corp. . SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(f)(1) AGREEMENT The undersigned persons, on February 14, 2000, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the common stock of Innkeepers USA Trust at December 31, 1999. FMR Corp. By /s/Eric D. Roiter Eric D. Roiter Duly authorized under Power of Attorney dated December 30, 1997, by and on behalf of FMR Corp. and its direct and indirect subsidiaries Edward C. Johnson 3d By /s/Eric D. Roiter Eric D. Roiter Duly authorized under Power of Attorney dated December 30, 1997, by and on behalf of Edward C. Johnson 3d Abigail P. Johnson By /s/Eric D. Roiter Eric D. Roiter Duly authorized under Power of Attorney dated December 30, 1997, by and on behalf of Abigail P. Johnson Fidelity Management & Research Company By /s/Eric D. Roiter Eric D. Roiter Senior V.P. and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----