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): January 4,
2008
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. Entry into a Material
Definitive Agreement.
On
January 4, 2008, Hersha Hospitality Limited Partnership (“HHLP”), the operating
partnership subsidiary of Hersha Hospitality Trust (“HT”), entered into a
Contribution Agreement (the “Contribution Agreement”) with Shree Associates,
Kunj Associates, Shanti III Associates, Trust FBO Sajni Mehta Browne under
the
Bharat and Devyani Mehta 2005 Trust dated January 13, 2006, Trust FBO Neelay
Mehta under the Bharat and Devyani Mehta 2005 Trust dated January 13, 2006,
Trust FBO Jay H Shah under the Hasu and Hersha Shah 2004 Trust dated August
18,
2004, Trust FBO Neil H Shah under the Hasu and Hersha Shah 2004 Trust dated
August 18, 2004, PLM Associates LLC, David L. Desfor and Ashish R. Parikh
and
closed on the acquisition of membership interests in 44 Duane Street, LLC
(the
“LLC”), the sole general partner of 5444 Associates (the “LP”), and partnership
interests in the LP, the owner of the land, hotel and improvements associated
with the Duane Street Hotel (the “Hotel”) located at 130 Duane Street in New
York, New York.
The
purchase price for the membership interests and partnership interests was
approximately $24.75 million, which was paid in the form of $2.0 million
in
cash, proceeds of a loan from Wells Fargo Bank, National Association in the
principal amount of $15.0 million which accrues interest at 7.1% per annum
and
matures on February 1, 2018, and 799,585 units of limited partnership interest
of HHLP (“OP Units”) valued at approximately $9.94 per unit. Hersha
Hospitality Management L.P. (“HHMLP”), Hersha’s affiliated hotel management
company, will continue to manage the Hotel.
The
following executive officers and trustees of HT had direct or indirect interests
in the LLC and the LP: 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, a member of our Board of Trustees and 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 Financial
Statements and Exhibits.
(c)
Exhibits
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Contribution
Agreement, dated as of January 8, 2008, by and among Shree Associates,
Kunj Associates, Shanti III Associates, Trust FBO Sajni Mehta Browne
under
the Bharat and Devyani Mehta 2005 Trust dated January 13, 2006,
Trust FBO
Neelay Mehta under the Bharat and Devyani Mehta 2005 Trust dated
January
13, 2006, Trust FBO Jay H Shah under the Hasu and Hersha Shah 2004
Trust
dated August 18, 2004, Trust FBO Neil H Shah under the Hasu and
Hersha
Shah 2004 Trust dated August 18, 2004, PLM Associates LLC, David
L. Desfor
and Ashish R. Parikh 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: January
10, 2008
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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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