Lodging Trust USA
Proposed Ticker:LDGE 889 Lake Boulevard, Suite 100
Exchange:NASDAQ-National Market Memphis, Tennessee 38120
Industry:Financial (901) 767-5154

All share information is proposed
Type of Shares:Common Shares Filing Date:10/24/96
U.S. Shares Filed:7,500,000 Filing Price:$10.00
Non-U.S. Shares Filed:0 Offering Amount: $75,000,000
Primary Shares:7,500,000 Expenses:$500,000
Secondary Shares:0 Shs Out After:7,500,000

ManagerTierPhone
Morgan Keegan & Company, IncorporatedLead Manager (901) 524-4100
Montgomery SecuritiesCo-manager (415) 627-2220
Raymond James & Associates, Inc.Co-manager (813) 573-8108

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
9/30/96 10/21/96
Revenue:$0.36Assets:$0.00
Net Income:-$0.22Liabilities:$0.00
EPS:-$0.03Equity:$0.00

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is a newly-organized equity real estate investment trust formed to take advantage of significant opportunities to develop and own mid-price extended stay hotels. The company believes that the extended stay segment of the lodging industry offers a number of attractive investment characteristics compared to traditional hotels, including 1) demand which compares favorable to purpose-built supply, particularly in the mid-price segment, 2) potentially favorable operating margins, and 3) a potentially more attractive return on investment. The Common Shares offered to the public in the Offering and to RFS Partnership and Marriott in the Concurrent Offering and to RFS Partnership and Marriott in the Concurrent Offering will represent all the Common Shares outstanding following completion of the Offering and the Concurrent Offering.

Use of Proceeds
The proceeds from the proposed offering will be used to fund the acquisition of the Initial Hotel, the acquisition of sites for the development of the Development Hotels, the acquisition and development of additional mid-price extended stay hotel properties, franchise application fees and for working capital.

Last updated: 12/29/96

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