UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WINSTON HOTELS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
| 56-1872141 |
(State or Other Jurisdiction of |
| (I.R.S. Employer |
c/o Inland American Winston Hotels, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
(630) 218-8000
(Address, Including Zip Code, of Principal Executive Offices)
Winston Hotels, Inc. Stock Incentive Plan
(Full Title of Plan)
Brenda G. Gujral, President
Inland American Winston Hotels, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
(630) 218-8000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
DEREGISTRATION OF SECURITIES
On July 29, 1998, Winston Hotels, Inc., a North Carolina corporation (“Winston”) filed a registration statement on Form S-8, Registration Number 333-60079 (the “Registration Statement”), with respect to 900,000 shares of Winston’s common stock, par value $0.01 per share (the “Common Stock”), relating to the Winston Hotels, Inc. Stock Incentive Plan.
On April 2, 2007, Winston and WINN Limited Partnership, a North Carolina limited partnership and Winston’s operating partnership, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Inland American Real Estate Trust, Inc., a Maryland corporation (the “Parent”), and Inland American Acquisition (Winston), LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Parent (“MergerCo”). Pursuant to the Merger Agreement, Winston merged with and into MergerCo, with MergerCo continuing as the surviving entity and the successor by merger to Winston. In connection with the merger, MergerCo converted into Inland American Winston Hotels, Inc., a Delaware corporation (“IAWH”). The merger became effective on July 1, 2007.
As a result of the merger, the offering pursuant to the Registration Statement has been terminated. In accordance with undertakings made by Winston in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, IAWH, as successor in interest to Winston in the merger hereby removes from registration the securities of Winston registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oak Brook, State of Illinois, on July 10, 2007.
| INLAND AMERICAN WINSTON HOTELS, INC., | ||
| as successor in interest by merger to Winston Hotels, Inc. | ||
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| By: |
| /s/ Brenda G. Gujral |
| Name: |
| Brenda G. Gujral |
| Title: |
| President |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons, in the capacities indicated, as of July 10, 2007.
| Signature |
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/s/ Brenda G. Gujral |
| President and Director | ||||
Brenda G. Gujral |
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/s/ Brent West |
| Executive Vice President and Chief Financial Officer | ||||
Brent West |
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/s/ Thomas McGuinness |
| Director | ||||
Thomas McGuinness |
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/s/ Lori Foust |
| Director | ||||
Lori Foust |
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