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): SEPTEMBER 20, 2004
HERSHA HOSPITALITY TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 001-14765 251811499
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
510 WALNUT STREET, 9TH FLOOR
PHILADELPHIA, PENNSYLVANIA 19106
(Address and zip code of
principal executive offices)
Registrant's telephone number, including area code: (215) 238-1046
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 (see General Instructions A.2. below):
[_] 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 13e4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
On September 20, 2004, Hersha Hospitality Trust (the "Company") announced
that it has entered into an underwriting agreement with Citigroup Global Markets
Inc. ("Citigroup") pursuant to which it has agreed to sell to Citigroup an
aggregate of 3,500,000 of its common shares of beneficial interest (the
"Underwriting Agreement"). The Underwriting Agreement grants Citigroup a 30-day
over-allotment option to purchase up to an additional 525,000 common shares. The
net proceeds of the offering to the Company will be approximately $32.8 million.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and
incorporated herein by reference.
On September 20, 2004, the Company issued a press release with respect to
the Underwriting Agreement. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 1.1 Underwriting Agreement, dated September 20, 2004, by and
between the Company and Citigroup Global Markets Inc.
Exhibit 99.1 Press Release with respect to the Underwriting Agreement,
dated September 20, 2004.
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 thereunto duly authorized.
HERSHA HOSPITALITY TRUST
Date: September 22, 2004 By: /s/ Ashish R. Parikh
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Ashish R. Parikh
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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1.1 Underwriting Agreement, dated September 20, 2004, by and between the Company and
Citigroup Global Markets Inc.
99.1 Press Release with respect to the Underwriting Agreement, dated September 20, 2004.