Edgar Filing: CNL HOSPITALITY PARTNERS LP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

SCHEDULE 13D
(Rule 13d-101)

(Amendment No. 2)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)

Hersha Hospitality Trust
----------------------------------------
(Name of Issuer)

Priority Class A Common Shares Of Beneficial Interest,
-----------------------------------------------------
$0.01 Par Value Per Share
(Title Of Class Of Securities)

427825104
------------------------------
(CUSIP Number of Class of Securities)

CNL Hospitality Partners, L.P.,
CNL Hospitality GP Corp. and
CNL Hospitality Properties, Inc.
CNL Center at City Commons
450 South Orange Avenue
Orlando, FL 32801-3336
Attn: Tammie A. Quinlan
---------------------------------

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

Copy to:

Judith D. Fryer, Esq.
Alan S. Gaynor, Esq.
Greenberg Traurig, LLP
200 Park Avenue
New York, New York 10166
(212) 801-9200

April 20, 2004
-------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D and if filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ]

(Page 1 of 9)

CUSIP No.427825104 13D/A Page 2 of 9 Pages

________________________________________________________________________________
1 NAME OF REPORTING PERSONS
CNL Hospitality Partners, L.P.

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
59-3516684

________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]

________________________________________________________________________________
3 SEC USE ONLY

________________________________________________________________________________
4 SOURCE OF FUNDS

WC (SEE ITEM 3)

________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]

________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

________________________________________________________________________________
7 SOLE VOTING POWER

NUMBER OF 1,508,601 shares (See Item 5)*

SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY

OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER

REPORTING 1,508,601 shares (See Item 5)

PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH

________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,508,601 shares (See Item 5)

________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]

________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.5%

________________________________________________________________________________
14 TYPE OF REPORTING PERSON

________________________________________________________________________________
*See Item 5 for a description of certain restrictions on the Reporting Person's
voting rights with respect to HT Common Shares.

(Page 2 of 9)

CUSIP No.427825104 13D/A Page 3 of 9 Pages

________________________________________________________________________________
1 NAME OF REPORTING PERSONS
CNL Hospitality GP Corp.

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
59-3516676

________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]

________________________________________________________________________________
3 SEC USE ONLY

________________________________________________________________________________
4 SOURCE OF FUNDS

WC (SEE ITEM 3)

________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]

________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

________________________________________________________________________________
7 SOLE VOTING POWER

NUMBER OF 1,508,601 shares (See Item 5)*

SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY

OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER

REPORTING 1,508,601 shares (See Item 5)

PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH

________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,508,601 shares (See Item 5)

________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]

________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.5% (See Item 5)

________________________________________________________________________________
14 TYPE OF REPORTING PERSON*

(Page 3 or 9)

CUSIP No.427825104 13D/A Page 4 of 9 Pages

________________________________________________________________________________
1 NAME OF REPORTING PERSONS
CNL Hospitality Properties, Inc.

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
59-3396369

________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]

________________________________________________________________________________
3 SEC USE ONLY

________________________________________________________________________________
4 SOURCE OF FUNDS

WC (SEE ITEM 3)

________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]

________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION

MARYLAND

________________________________________________________________________________
7 SOLE VOTING POWER

NUMBER OF 1,508,601 shares (See Item 5)*

SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY

OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER

REPORTING 1,508,601 shares (See Item 5)

PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH

________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,508,601 shares (See Item 5)

________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]

________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.5% (See Item 5)

________________________________________________________________________________
14 TYPE OF REPORTING PERSON*

________________________________________________________________________________

* See Item 5 for a description of certain restrictions on the Reporting Person's
voting rights with respect ot HT Common Shares.

(Page 4 of 9)

This Amendment No. 2 (this "Amendment No. 2") amends the Statement of
Beneficial Ownership on Schedule 13D, dated April 21, 2003, as amended by
Amendment No. 1, dated August 29, 2003 (as so previously amended, the "Schedule
13D"), filed with the Securities and Exchange Commission (the "Commission") by
CNL Hospitality Partners, L.P. ("CHPLP"), CNL Hospitality GP Corp. ("CHPGP") and
CNL Hospitality Properties, Inc. ("CHP" and together with CHPLP and CHPGP, the
"Reporting Persons"), with respect to the Priority Class A Common Shares of
Beneficial Interest, $.01 par value per share of Hersha Hospitality Trust, a
Maryland real estate investment trust with its principal executive offices
located at 148 Sheraton Drive, Box A, New Cumberland, Pennsylvania 17070.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Schedule 13D. Unless specifically amended hereby, the disclosures
set forth in the Schedule 13D shall remain unchanged.

ITEM 2. IDENTITY AND BACKGROUND.

The response to Item 2 is hereby amended and restated in its entirety by the
following:

(a)-(c) This statement is filed jointly pursuant to Rule 13d-1(k) under the
Exchange Act on behalf of CHPLP, CHPGP, as general partner of CHPLP, and CHP, as
sole shareholder of CHPGP.

The principal business of the Reporting Persons is acquiring interests
in hotel properties. The address of the principal offices and business address
of each of the Reporting Persons is CNL Center at City Commons, 450 South Orange
Avenue, Orlando, Florida 32801-3336.

The members of the board of directors of CHPGP are:
o Robert A. Bourne, and
o James M. Seneff, Jr.

The executive officers of CHPGP are:

o James M. Seneff, Jr., Chairman and Chief Executive Officer,
o Thomas J. Hutchison, III, President,
o Charles A. Muller, Executive Vice President,
o C. Brian Strickland, Executive Vice President
and Corporate Secretary, and
o Robert A. Bourne, Treasurer.

The members of the board of directors of CHP are:
o Charles E. Adams,
o Robert A. Bourne,
o Lawrence A. Dustin,
o Craig M. McAllaster,
o Robert E. Parsons, Jr., and
o James M. Seneff, Jr.

The executive officers of CHP are:
o James M. Seneff, Jr., Chairman,
o Thomas J. Hutchison, III, Chief Executive Officer,

(Page 5 of 9)

o John A. Griswold, President and Chief Operating Officer,
o Charles A. Muller, Executive Vice President,
o C. Brian Strickland, Executive Vice President and Corporate
Secretary, and
o Robert A. Bourne, Treasurer.

(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The response to Item 3 is hereby further amended by adding thereto the
following:

Underwriting Agreement

On April 20, 2003, CHPLP entered into an Underwriting Agreement with
UBS Securities LLC (the "Underwriter") whereby the Underwriter purchased from
the Reporting Persons, 2,500,000 shares of HT Common Shares (the "Initial
Offering") at a purchase price of $10 per common share (the "Per Share Purchase
Price"). In addition, the Reporting Persons granted the Underwriter the option
to purchase up to an additional 316,460 shares of HT Common Shares (the
"Over-Allotment" and, together with the Initial Offering, the "Offering") at the
Per Share Purchase Price. The Reporting Persons will receive, before deducting
related fees and expenses, an aggregate amount of $25,000,000 ($28,164,600 in
the event the Over-Allotment is exercised by the Underwriter) in connection with
its sale of its HT Common Shares.

ITEM 4. PURPOSE OF TRANSACTION.

The response to Item 4 is hereby further amended by adding thereto the
following:

On April 16, 2004, the Reporting Persons exchanged 190,266 units of its
HLP Preferred Units for 2,816,460 shares of HT Common Shares. As a result of the
Initial Offering, 2,500,000 shares of HT Common Shares were sold, thereby
reducing the Reporting Persons' beneficial ownership of the Issuer to
approximately 8.5%. In the event the Over-Allotment is exercised, the Reporting
Persons beneficial ownership of the Issuer will be further reduced to
approximately 6.8%.

ITEM 5. INTEREST IN SECURITIES OF ISSUER.

The response to Item 5 is hereby amended and restated in its entirety by the
following:

(a)-(c) As of the date of this Amendment No. 2 after completion of the Initial
Offering, the Reporting Persons beneficially owned in the aggregate 1,508,601
shares of HT Common Shares, constituting approximately 8.5% of the outstanding
HT Common Shares (based on

(Page 6 of 9)

the 13,571,665 Class A Shares outstanding on March 31, 2004, according to HT's
Prospectus Supplement, filed with the Commission on April 21, 2004).

Pursuant to the Standstill Agreement described in Item 3 above, CHPLP
may vote its HT securities only to the extent such securities do not exceed 40%
of the total issued and outstanding HT Common Shares.

The following table sets forth certain information with respect to HT
Common Shares beneficially owned by the Reporting Persons listed after
completion of the Initial Offering:

APPROXIMATE
NUMBER OF PERCENTAGE OF
NAME SHARES OUTSTANDING SHARES
---- ------ ------------------

CHP 1,508,601 8.5%
CHPLP 1,508,601 8.5%
CHPGP 1,508,601 8.5%

In the event the Over-Allotment is exercised by the Underwriter, the
beneficial ownership of Reporting Persons would be as follows after completion
of the Offering:

APPROXIMATE
NUMBER OF PERCENTAGE OF
NAME SHARES OUTSTANDING SHARES
---- ------ ------------------

CHP 1,192,141 6.8%
CHPLP 1,192,141 6.8%
CHPGP 1,192,141 6.8%

CHPGP is the sole general partner of CHPLP and, accordingly, may be
deemed to be the indirect beneficial owner (as that term is defined under Rule
13d-3 under the Exchange Act) of the HT Common Shares that CHPLP may be deemed
to beneficially own. CHPGP, as the sole general partner of CHPLP, has the sole
power to direct the voting and disposition of the HT Common Shares that CHPLP
may be deemed to beneficially own.

CHP is the sole shareholder of CHPGP and, accordingly, may be deemed to
be the indirect beneficial owner (as that term is defined under Rule 13d-3 under
the Act) of the HT Common Shares that CHPGP may be deemed to beneficially own.
CHP, as the sole shareholder of CHPGP, has the sole power to direct the voting
and disposition of the HT Common Shares that CHPGP may be deemed to beneficially
own directly.

Robert A. Bourne, Thomas J. Hutchison, III, Charles A. Muller, James M.
Seneff, Jr. and C. Brian Strickland are the executive officers and/or directors
of CHPGP and, accordingly, each may be deemed to be the indirect beneficial
owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the
HT Common Shares that CHPGP may be deemed to beneficially own. None of the above
persons has the sole power to direct the voting and disposition of the HT Common
Shares that CHPGP beneficially owns and disclaims any beneficial ownership
thereof.

Charles E. Adams, Robert A. Bourne, Lawrence A. Dustin, John A.
Griswold, Thomas J. Hutchison, III, Craig M. McAllaster, Charles A. Muller,
Robert E. Parsons, Jr., James M. Seneff, Jr. and C. Brian Strickland are the
executive officers and/or directors of

(Page 7 of 9)

CHP and, accordingly, each may be deemed to be the indirect beneficial owner (as
that term is defined under Rule 13d-3 under the Exchange Act) of the HT Common
Shares that CHP may be deemed to beneficially own. None of the above persons has
the sole power to direct the voting and disposition of the HT Common Shares that
CHP beneficially owns and disclaims any beneficial ownership thereof.

The filing of this Amendment No. 2 and any future amendment by the
Reporting Persons, and the inclusion of information herein and therein with
respect to Charles E. Adams, Robert A. Bourne, Lawrence A. Dustin, John A.
Griswold, Thomas J. Hutchison, III, Craig M. McAllaster, Charles A. Muller,
Robert E. Parsons, Jr., James M. Seneff, Jr. and C. Brian Strickland shall not
be considered an admission that any of such persons, for the purpose of Section
13(d) of the Exchange Act, are the beneficial owners of any shares in which such
persons do not have a pecuniary interest.

To the best knowledge of each Reporting Person, except as described in
this Amendment No. 2, none of the Reporting Persons, any person in control
(ultimately or otherwise) of any Reporting Person, or any general partner,
executive officer or director thereof, as applicable, beneficially owns any HT
Common Shares, and there have been no transactions in HT Common Shares effected
during the past 60 days by any Reporting Person, any person in control of any
Reporting Person (ultimately or otherwise), or any general partner, executive
officer or director thereof, as applicable.

(d) No person other than each Reporting Person has the right to receive or the
power to direct the receipt of dividends from the shares of HT Common Shares
held directly by each such Reporting Person or the right to receive or the power
to direct the receipt of the proceeds from the sale of such shares.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER.

The response to Item 6 is hereby further amended by adding thereto the
following:

Other than as described above and in the agreements in the Exhibits
attached hereto and incorporated herein by reference, to the best knowledge of
the Reporting Persons, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Persons, and any other
person, with respect to any securities of HT, HLP or the Joint Venture,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option agreements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 99.9 Underwriting Agreement, dated April 20, 2004, between
CNL Hospitality Partners, L.P. and UBS Securities LLC.

(Page 8 of 9)

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Amendment No. 2
is true, complete and correct.

Dated: April 23, 2004

CNL HOSPITALITY PARTNERS, L.P.

By: CNL Hospitality GP Corp.,
its general partner

By:/s/ C. Brian Strickland
-------------------------------------
Name: C. Brian Strickland
Title: Executive Vice President

CNL HOSPITALITY GP CORP.

By:/s/ C. Brian Strickland
-------------------------------------
Name: C. Brian Strickland
Title: Executive Vice President

CNL HOSPITALITY PROPERTIES, INC.

By:/s/ C. Brian Strickland
-------------------------------------
Name: C. Brian Strickland
Title: Executive Vice President