As filed with the Securities and Exchange Commission on March 7, 1996 =============================================================================== 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: MARCH 6, 1996 DATE OF EARLIEST EVENT REPORTED: MARCH 6, 1996 LA QUINTA INNS, INC. (Exact name of registrant as specified in its charter) TEXAS 1-7790 74-1724417 (State of incorporation) (Commission file number) (IRS Employer Identification No.) -------------- WESTON CENTRE 112 E. PECAN STREET P.O. BOX 2636 SAN ANTONIO, TEXAS 78299-2636 (Address of principal executive offices) (Zip Code) (210) 302-6000 (Registrant's telephone number, including area code) ____________________________________________ (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On January 19, 1996, La Quinta Inns, Inc. (the "Company") filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 333-00309) (the "Registration Statement") under the Securities Act of 1933, as amended, relating to the public offering from time to time of up to $250,000,000 aggregate offering price of unsecured debt securities of the Company, which Registration Statement was declared effective on January 25, 1996. On March 6, 1996, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Smith Barney Inc. relating to the sale of the Company's 7 1/4% Senior Notes due 2004. The Underwriting Agreement is attached hereto and referenced as Exhibit 1 to the Registration Statement. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 1 Underwriting Agreement. 4.1 Officers' Certificate pursuant to Sections 2.2 and 10.4 of the Indenture dated as of September 15, 1995, between the Company and U.S. Trust Company of Texas, N.A., as Trustee, establishing a series of securities entitled "7 1/4% Senior Notes due 2004." 4.2 Form of 7 1/4% Senior Notes due 2004 described in Exhibit 4.1. 2 SIGNATURE 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. LA QUINTA INNS, INC. (Registrant) Date: March 6, 1996 By /s/ William C. Hammett, Jr. ----------------------------- William C. Hammett, Jr. Senior Vice President Accounting and Administration 3 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 1 Underwriting Agreement. 4.1 Officers' Certificate pursuant to Sections 2.2 and 10.4 of the Indenture dated as of September 15, 1995, between the Company and U.S. Trust Company of Texas, N.A., as Trustee, establishing a series of securities entitled "7 1/4% Senior Notes due 2004." 4.2 Form of 7 1/4% Senior Notes due 2004 described in Exhibit 4.1.