UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported):  December 29, 2014

   

 

INNSUITES HOSPITALITY TRUST

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

 

Ohio

    001-07062

  34-6647590

 

 

 (State or Other Jurisdiction of

Incorporation)

   (Commission File

Number)

  (IRS Employer 

Identification No.)

 

 

 

 

 

 

 

 

 

 

 

 

  InnSuites Hotels Centre,

1625 E. Northern Avenue,

 

 

 

 

Suite 105, Phoenix, AZ

85020

 

 

 

(Address of Principal Executive

Offices)

 (Zip Code)

 

 

 

 

 

Registrant’s telephone number, including area code    (602) 944-1500

 

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

   

 
 
 

  

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On December 29, 2014, InnSuites Hospitality Trust (“IHT”) with its subsidiary RRF Limited Partnership obtained a $400,000 unsecured demand note from Guy C. Hayden III (the “Lender”) with an interest rate of 7.0% annum on the unpaid balance. Interest only payments are due monthly and not prepayment penalties exist. The note is due On Demand or on February 15, 2018, whichever occurs first.

 

The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Promissory Demand Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 7.01             Regulation FD Disclosure

 

On December 29, 2014, InnSuites Hospitality Trust Board of Trustees approved the appointment of First American Stock Transfer, Inc. as its transfer agent and shareholder support provider, effective February 1, 2015. The Company’s registered investor accounts will be transferred shortly after February 1, 2015.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)

Exhibits.

 

10.1

Promissory Demand Note, dated December 29, 2014 executed by InnSuites Hospitality Trust and RRF Limited Partnership, as Buyer and Guy C. Hayden III, as Lender.

 

99.1

January 5, 2015 IHT Press Release.

   

 
 
 

  

SIGNATURES

 

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.

 

InnSuites Hospitality Trust

By:   /s/ Adam B. Remis

Adam B. Remis

Chief Financial Officer

 
 Date:  January 5, 2015

    

 
 
 

  

EXHIBIT INDEX

 

Exhibit No.

  

Description

  

  

  

10.1

  

Promissory Demand Note, dated December 29, 2014 executed by InnSuites Hospitality Trust and RRF Limited Partnership, as Buyer and Guy C. Hayden III, as Lender.

     

99.1

 

January 5, 2015 IHT Press Release

 

 

Exhibit 10.1

 

Exhibit 99.1

 

NEWS BULLETIN 

RE:  

INNSUITES HOSPITALITY TRUST

FROM

 

INNSUITES HOTEL CENTRE

INNSUITES HOSPITALITY TRUST   

 

1625 E. NORTHERN AVENUE, # 105

NYSE MKT :IHT  

 

Phoenix, Arizona 85020

FISCAL 2015  

 

Phone: 602-944-1500

IHT Declares 44 th Consecutive Annual Dividend

FOR FURTHER INFORMATION:                         

Marc Berg, Executive Vice President

602-944-1500

email: mberg@innsuites.com    

 

Phoenix, AZ, January 5, 2015 - InnSuites Hospitality Trust (NYSE MKT :IHT)

 

On December 29, 2014, InnSuites Hospitality Trust (“IHT”) (NYSE MKT:IHT) declared a dividend of $0.01 per share payable on January 30, 2015 to shareholders of record as of January 19, 2015. With an uninterrupted 44 year dividend history, IHT has consistently paid dividends since the formation of the Trust in 1971.

 

InnDependent Boutique Collection ("IBC Hotels"), a division of InnSuites Hospitality Trust, continues to grow as one of the world's largest independent hotel networks providing advanced distribution and reservation technologies and soft branding along with InnDependent InnCentives boutique hotel loyalty program to over 6,500 independently owned hotel members representing 20,000+ hotels in 170 countries worldwide. IBC Hotels looks forward to co-sponsoring the InnDependent Lodging Summit and Trade show in Tucson, Arizona March 15 - 17, 2015 at Hotel Tucson City Center InnSuites in conjunction with Independent Lodging Industry Association (ILIA) and InnJoy Travel.

 

IBC Hotels has successfully completed its integration with Roomer's Cancellation Protection and National Travel Deal's discounted Rental Car services to IBC Hotels guests when booking.   These 2 additional optional services at booking are not only new and revolutionary offerings for independent hoteliers and guests that has not previously been offered leading but also provides a streamlined overall travel booking process and ultimately better customer satisfaction.

 

On December 29, 2014, IHT borrowed $400,000 from a private investor with an annual interest rate of 7.0% with monthly interest only payments due. This note is payable on demand or payable on February 15, 2018, whichever occurs first. Also, the Board of Trustees has approved changing its transfer agent to First American Stock Transfer, Inc., effective February 1, 2015.

 

 

With the exception of historical information, the matters discussed in this news release may include "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are not guarantees of future performance due to numerous risks and uncertainties and are described in greater detail in our filings with the Securities and Exchange Commission. Although we believe our current expectations to be based upon reasonable assumptions, we can give no assurance that our expectations will be attained.

For more information visit www.innsuitestrust.com or www.sec.gov