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10/08/2010
Dear Honorable Shelley C. Chapman :
I was looking over Innkeeper's letter to the shareholders that I folmd on the United States Securites and
Exchange Commission web page. The special meeting was held on June 26, 2007 and the shareholders
approved the DEFINITIVE PROXY STATEMENT relating to merger and acquistion, effective 05/29/2007.
What I found was more information that supports my earlier two Documents 324 and 414 and missing first
letter ( 414 asking for Honorable Shelley C. Chapman to make a ruling on 324 ) that Innkeepers Prefened C
should not be in the Innkeepers Bankruptcy court and that Apollo Investment Corporation (AINV) is
responsible for the assumption of Innkeepers indebtedness. (stated in many PRs, SEC filings and merger agreement.)
Apollo did not replace all their assume debt for Innkeepers by paying or refinance the debt. One of the
debt which Apollo did not refinance is Innkeepers Preferred Shares C now symbol INKPQ
*** (this is important:) SEE PAGES : 4, 5, 6, 7 and 8
*** about Preferreds being a Debt. ***
Next: Distinction between mergers and acquisitions. Please read merger and acquisitions to determine if
Innkeepers was really a acquisition and not a merger with Apollo. As I read the SEC filing even though
everything is stated is a meger, the repeated actions of Apollo shows acquisition. See PAGE 9
Here are some of the high-lights that they agreed on and went over in the meeting That are important to me
that were in the Securities and Exchange Commision definitive proxy statement effectiveness date 05/29/2007 are:
( lthru 6 below are from page 3 ) Everything points to Apollo
1. On March 17, 2007, Apollo delivered a letter to Lehman Brothers proposing to acquire the Company for
$17.7 5 per share in cash,
2. Apollo has agreed to contribute $200 million to Grand Prix Holdings,
3. Grand Prix Holding LLC is a recently formed Delaware limited liability company controlled by Apollo.
4. Grand Prix Acquisition Trust is a recently formed Maryland REIT.
note: plus per Press release I found elsewhere on the web: from Maryland State Comptroller Peter Franchot.
I read the only reason they formed these companies was for tax avoidance. See PAGE 10
on how the tax avoidance work in the State of Maryland. 7'1.,''!> .Sa):S a. II
.?
5. Section 1.1 The Merger: General. the Surving Entity shall have all the properties, rights, privileges,
purposes and powers and debts, duties and Liabilities oflnnkeepers REIT.
6. Section 8.2 Notices. All Notices, requests, claims, demands and other communications under this Agreement .....
(a) if to any of the Purchaser Parties (or to Innkeepers LP following the Closing Date), to:
c/o Apollo Investment Corporation, 9 West 57th Street, 41st Floor, New York, NY 10019
***Again: 1, 2, 3, 4, 5, and 6 above are parts that I cut out of the SEC fillings, See PAGE 3 for full
paragraphs. For complete pages from the SEC definitive proxy statement filing see notes on PAGE 3
and you can go to the SEC web page for the whole filing.
----- Next I like to show you:
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Page2of16
SEE PAGE 11 SEC filing shows stocks went in the control of Apollo within 4 days of approval.
PLEASE NOTE :
I have proven :
Apollo proposed to acquire Innkeepers for $17.75 per share in cash and agreed
to contribute $200 Million for Innkeepers.
Innkeepers did not merge into Apollo, it was an acquisition like in Docket# 33 pages 14
of the Declaration/Amended Declaration of Dennis Craven ...
Many Press Releases and SEC filings stated that Apollo assume all debts of Innkeepers REIT.
In the Section 1.1 The Merger: General. it shows that " the Surving Entity shall have all the
properties, rights, privilieges, purposes and powers and debts, duties and Liabilities of Innkeepers REIT."
Pages 4 thru 8 shows Preferred shares also defined as Preferred stock is a debt.
I am retired citizen of the USA. I want Apollo to honor the Many Press Releases, SEC filings and
merger agreement stated that Apollo assume all debts of Innkeepers REIT. Which includes the Innkeepers
Preferred Shares C 8.0% now symbol INKPQ which I own because oftheir many Press Releases.
Gareth J. Tooly
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Page 3 of 16
: . Dod!ll;lhe wool< oi'Maroh 1.2, 200'7, JF Capi(l\IAdvi.Ms ("Jfl()apital''), Apollo's 1111d Sl<sdd<lll, Arps,
. Slate, Meagher & filum u . P ("Skadden"), Apl)llo's 101{111 advisor, submitted lllil\lllStll to Lehmaa llt'others and (
Waclttoll iutd wem access to tlto clectrol!lc 1"110!11 . .
., .
' On Mamlt 17, ?.007, Apollo delivered a letter to dmlli!l llt'9ll!ll!'S Q'!!'IP'"IY (or $17.75 per sha!'l>
. to the of due <llligcuce, wl\lJ.te$llf4 and entry l11to. .
: al'lliRg<Jments with our malmgotnoot. A IlOilo also 0xpl'I)$Sild an,lntete$t ln IQM l'<l!luoolild dio .
olli'oriuniW to to Mr. Fisher in that regard. the letter indicared that tho debt financlngfot tho fll!nsaction would bo
: pt'l!ilided by nrothom. . ...... .. .. . . .. . p.'j f iJ... .. ..
l!.qlliiJ' Fillotrclng. Grand l'rix Holdings has reetlivedan equity ()(lm,mlflrlo:nt lett!lrfh!m Apollo, pUrsUliJltk> which, and
subject w the ha$ to Ota!tdl'rlx Holdings, which will
constitute the eqUity portion of the financmg \hl' the traijtmqtinmvcontmplated by the age;ooment.
Subjer.t to certain conditions, Apollo may aportton commttmeut obllgutlon, provided that 1! remains
obligated to pe1'form to the extent not rernmned by such . 1 :3
------,1
Gl'll!ldll"rillffollllngn J,[,C ond Ganll Prb > . . . . . . .. ........ . . ' .i
Uoldlnt!S l.J..C Is al'(iCtllltly lbrmed l>olaWIIl'c lllllitedll!ll!lllty ""':ltl!i'IIY;!l!!Jilrolled . <lrand Prl11
!J.C is tho sole t.flareholdcr of <Jraad Prix Al)qul$ltlon Trust Apolfo Is 1). ln\IOstmillit tlinthlis
to 1x1 treated a bu31ncs.' ,doWI11pment company .under the InvestmcntCoJ!!pUny.J\ct ofl940. Apollo's
portfolio is principally lnnliddle.>Inatket plivato cnmpaijlflll. A poll& lnvestlJ prlmllrily Jn .loans and seniers.ecllrad , .
loans ill t\lrlheranoo of Its pion a11d also llivestslnll!e equity of portfolio Apollo Is mannged by Apollo,
Investment Mru!agcmcnl; J..J)., an aftiliate of Apollo I .. P.,a leadlns: pri:V!l(o / J.{
. Oi'!lnd PtlxAcquisltion Trust is a l'OOCUtly furtned f,fm')'ll1lld RlliT and the entity lllt.o we
tho oftllQ tuergct age:oom\lllt, wlllt Otlllld Pl'lx Acquisitlonl\ust a, the stll'VMog lll)tity, . . .
<- rtt
Seetion 8.2 Notices. All notices, requests, claims, demlll)!S an4 Oilier cOI\lmu.nii:atlons lUidctthls A8reement shall be in
writing (and also made orally if so required pursuant to any Section ofthis alid shall be deellled given if delivered
versonally,.sent by overnight courier (pl'Oviding proof ofdelivery}to tho parties h,erato or sunt by telecopy (providing
oftransmiss!on).at the ful.towingaddresscs or tolecopy nun\bers(orat such othentddress or telecopy number tor
a party hel'eto as shull be spectfied by hke notice):
{a) it'to MY of the Puroltaser Parties (or to LP full owing the Closlagl>ate), to:
c/o Apollo Investment Corporation 11 / I
9WcstS7thStroot,41stFloor . '\ [49 e ..
New York. New York 10019
Attn: Aal'On N. Sack
Fax: (212) 515 .. 3467
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distributed by the company.
Preferred equity redemption stock (PERC)
Preferred stock that converts automatically into
equity at a stated date. A limit is placed on the
value of the shares the investor receives.
Preference stock
A security that ranks junior to preferred stock but
senior to common stock in the right to receive
payments from the firm; essentially junior preferred
stock.
Preferred habitat theory
A biased expectations theory that believes the
term structure reflects the expectation of the future
path of interest rates as well as risk premium.
However, the theory rejects the assertion that the
risk premium must rise uniformly with maturity.
Instead, to the extent that the demand for and
supply of funds does not match for a given
maturity range, some participants will shift to
maturities showing the opposite imbalances. As
long as such investors are compensated by an
appropriate risk premium whose magnitude will
reflect the extent of aversion to either price or
reinvestment risk.
Preferred shares
Preferred shares give investors a fixed dividend
from the company's earnings. And more
importantly: preferred shareholders get paid
before common shareholders. See: preferred
stock.
Preferred stock
A security that shows ownership in a corporation
and gives the holder a claim, prior to the claim of
common stockholders, on earnings and also -
generally on assets in the event of liquidation.
Most preferred stock pays a fixed dividend that is
paid prior to the common stock dividend, stated in
a dollar amount or as a percentage of par value.
This stock does not usually carrv voting rights. The
stock shares characteristics of both common stock
and debt.
Preferred stock agreement
A contract for preferred stock.
Preliminary prospectus
A preliminary version of a prospectus.
Premium
(1) Amount paid for a bond above the par value.
(2) The price of an option contract; also, in futures
trading, the amount the futures price exceeds the
price of the spot commodity. Related: inverted
market premium payback period. Also called
http://www .nytimes.com/library/financial/ glossary /bfglosp.htm
PageU efbl
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10/9/2010
Investing In Preferred Shares/Stock And Corporate Debt The Investment Blog
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5 of. /10
Investing In Preferred Shares/Stock And Corporate Debt
April 24, 2009 by investmentblogger
<!--[if gte mso 9]> Normal 0 MicrosoftlntemetExplorer4 <![endif]--> <!--[endit]-->In this article I
discuss items to consider when purchasing preferred shares/stock or other similar debt instruments of
a company. This is a followup to the questions from investors who were considering purchasing
preferred shares/stock of Wells Fargo (WFC) and US Bancorp (USB).
What Are Preferred Shares?
In general, preferred shares are a form of corporate debt that has some qualities of common shares as
well as that of bonds. The main characteristic of preferred shares are that they pay a fixed return to the
holder at regular specified intervals, usually in the form of a dividend. The dividend payment
typically does not fluctuate or change over time as it is determined at the time of issue, unlike
common shares. However, there are rate resetting preferred shares as well (where the payment is
calculated based on a predetermined formula). The preferred share represents partial ownership in the
company just like common shares do. Often, they are redeemable by the corporation after a specified
date.
When talking about preferred shares in general, I find it relevant to discuss other similar or related
forms of preferred securities and corporate debt instruments. Other forms include subordinated
debt/debentures/notes, senior/junior debentures, interest paying notes, preferred capital trust units,
preferred notes, etc. Subordinated debt may also be in a form that is combined with preferred stock to
create monthly income preferred stock. Such a hybrid combined form pay dividends to the investor
(lender) but is placed as interest expense on the issuing company's balance sheet.
To the average investor, all these debt instruments such as debentures or notes may seem the same as
preferred shares, but they are not. They have their own conditions & stipulations, that need to be read
http:!/investmentblog.wordpress.com/200'.)/04/24/investing-in-preferred-sharesstock-and-c... 9/29/2010
Preferred stock - Wikipedia, the free encyclopedia
Page-l ef7
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Preferred stock
From Wikipedia, the free encyclopedia
Preferred stock, also called_preferred shares, prefer.enceshares, or simply preferreds, is a special
equity security that has properties of both an equity and a debt instrmnent and is generally considered a
hybrid instrument. Preferreds are senior (i.e. higher ranking) to cormnon stock, but are subordinate to
bonds.!IJ
Preferred stock usually carries no voting rights, [ZJ but may carry a dividend and may have priority over
common stock in the payment of dividends and upon 'liquidation. Preferred stock may- have a
convertibilitY feature into cormnori stock. Terms ofthe preferred stock are stated in a "Certificate of
Designation".
Similar to bonds, preferred stocks are rated by the major credit rating companies. The rating for
preferreds is generally lower since preferred dividends do not carry the same guarantees as interest
payments from bonds and they are junior to all creditors. [JJ
I
!
! Contents
1 Features
2 Types of preferred stock
3 Typical usage
4 Users
5 International perspectives
5.1 Canada
5.2 Germany
5.3 United Kingdom
5.4 United States
5.5 Other countries
6Notes
7 Extemallinks
Features
I
!
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Preferred stock is a special class of shares that may have any combination of features not possessed by
common stock.
The following features are usually associated with preferred stock[
4
J
Preference in dividends.
Preference in assets in the event of liquidation.
Convertible into cormnon stock.
Callable at the option of the corporation.
http://en. wikipedia.org/wiki!Preferred _stock
10/9/2010
oDividend Stock Glossary
Pagehf9
7o-llr>
Preferred Stock
Preferred stock is a debt instrument, something like a bond. Preferred stocks generally pay predetermined
dividends. Unlike bonds, preferred stocks trade like regular stocks. Convertible preferred shares can be
converted into common stock according to predetermined conditions.
Power Center
Shopping centers with three or more "big box" anchors such as Toys R Us, Home Depot and Target.
Real Estate investment Trust (REIT)
REITs are a special form of corpomtion that invests only in real estate. REITs do not pay corpomte income tax
as long as they pay out at least 90% of their earnings as dividends to share owners. REIT shares trade on the
major exchanges the same as any other stock.
,Dividend Stock Glossary
Harry Doma6118
ividend
etetti
If you /Ike dividends,
you'll LOVE Dividend Oeteotlve
Page 1 of9
fREE: HOM!;, BIG LIST REITS MLPS CANROYS CLOSED-END GLOSSARY
PREMIUM: LOG IN SUBSCRIPTION INFOiSUBSCRIBE
Dividend Stock Glossary
Frequently heard dividend stock terms
o----
Debt that is junior to other (senior) debt. That is, in the event of bankruptcy, the subordinated debt would have
lower priority than the more senior debt.
Tenant Improvements
Construction costs to prepare a specific tenant's space for occupancy.
Third Party Trust Preferred
A Trust Preferred issue by a third party such as an underwriter.
htto://www.dividenddetective.com/glossary.htm
9/29/2010
Preferred Stock Definition
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Preferred Stock
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POTSDAM NY 13676-1217
SHIP HONORABLE JUDGE SHELLY C. CHAPMAN
: TO: US BANKRUPTCY COURT
I 1 BOWLING GRN
NEW YORK NY 100041415
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