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): October 1,
2007
HERSHA
HOSPITALITY TRUST
(Exact
name of registrant as specified in its charter)
Maryland
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001-14765
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251811499
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Hersha
Hospitality Limited Partnership (“HHLP”), the operating partnership subsidiary
of Hersha Hospitality Trust (“HT”), has entered into a Contribution Agreement
(the “Contribution Agreement”) with 3344 Associates, a Pennsylvania limited
partnership (“3344”) and closed on the acquisition of the remaining 20% of the
limited partnership interests in Affordable Hospitality Associates, LP (the
“AHA
Partnership”), the owner of the land, improvements and certain personal property
of the Hampton Inn (Center City) situated at 1301 Race Street, Philadelphia,
Pennsylvania (the “Hampton Inn”). On February 15, 2006, HHLP acquired
80% of the limited partnership interests in the AHA Partnership.
The
purchase price for the limited partnership interests in the AHA Partnership
was
approximately $4.2 million, which was paid in the form of 406,877 units of
limited partnership interest of HHLP (“OP Units”) valued at $10.23 per
unit. Hersha Hospitality Management L.P. (“HHMLP”), Hersha’s
affiliated hotel management company, will continue to manage the Hampton
Inn.
The
following executive officers and trustees of HT had direct or indirect interests
in 3344: Hasu P. Shah, our Chairman of the Board of Trustees and
former Chief Executive Officer; Kiran P. Patel, a member of our Board of
Trustees; Jay H. Shah, our Chief Executive Officer; Neil H. Shah, our President
and Chief Operating Officer; Ashish R. Parikh, our Chief Financial Officer;
and
David L. Desfor, our Treasurer and Secretary. Each of these trustees
and executive officers will receive a portion of the Op Units issued in the
transaction. As a related party transaction, the transaction was
approved by all of HT’s independent trustees.
The
preceding description of the material terms of the Contribution Agreement
is
qualified in its entirety by reference to the terms of the Contribution
Agreement, which is attached hereto as Exhibit 10.1 and incorporated by
reference herein.
Item
9.01
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Financial
Statements and Exhibits.
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Contribution
Agreement, by and among 3344 Associates and Hersha Hospitality
Limited
Partnership.
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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.
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HERSHA
HOSPITALITY TRUST
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Date: October
4, 2007
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By:
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/s/Ashish
R. Parikh
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Ashish
R. Parikh
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Chief
Financial Officer
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