-----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, HjwKlBYAA0aD71ucWXfd/ACus16j//onl7kZJGK6BYSaEKBo/+mBFwBMRcBGvZMH dTszMcQow8WHvThev88sGQ== 0000900440-99-000078.txt : 19991105 0000900440-99-000078.hdr.sgml : 19991105 ACCESSION NUMBER: 0000900440-99-000078 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUMPHREY HOSPITALITY TRUST INC CENTRAL INDEX KEY: 0000929545 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521889548 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-47793 FILM NUMBER: 99740967 BUSINESS ADDRESS: STREET 1: 12301 OLD COLUMBIA PIKE CITY: SILVER SPRING STATE: MD ZIP: 20904 BUSINESS PHONE: 3016804343 MAIL ADDRESS: STREET 1: 12301 OLD COLUMBIA PIKE CITY: SILVE SPRING STATE: MD ZIP: 20904 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHULTE PAUL J CENTRAL INDEX KEY: 0000936530 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 904 LOVELY LN CITY: NORFOLK STATE: NE ZIP: 68701 MAIL ADDRESS: STREET 1: 904 LOVELY LN CITY: NORFOLK STATE: NE ZIP: 68701 SC 13D 1 SCHEDULE 13D 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) 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) 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) 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) 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) -----END PRIVACY-ENHANCED MESSAGE-----