SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 6, 2005
LASALLE HOTEL PROPERTIES
(Exact name of registrant specified in its charter)
| Maryland | 1-14045 | 36-4219376 | ||
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3 Bethesda Metro Center
Suite 1200
Bethesda, Maryland 20814
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (301) 941-1500
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:
| ¨ | 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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On December 6, 2005, LaSalle Hotel Properties (the “Company”) and LaSalle Hotel Operating Partnership, L.P. (the “Operating Partnership”), for which the Company is the general partner, entered into an underwriting agreement with Banc of America Securities LLC, as underwriter (the “Underwriting Agreement”). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 3,450,000 common shares, par value $0.01 per share, including the exercise of the over-allotment option, at a per share purchase price to the public of $33.25.
The offering closed on December 9, 2005.
Item 9.01. Financial Statements and Exhibits.
(a) Exhibits
| 1 | Underwriting Agreement dated as of December 6, 2005 among Banc of America Securities LLC, as underwriter, the Company and the Operating Partnership |
| 5 | Opinion of DLA Piper Rudnick Gray Cary US LLP re legality |
| 8 | Opinion of DLA Piper Rudnick Gray Cary US LLP re tax matters |
SIGNATURES
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.
| LASALLE HOTEL PROPERTIES | ||
| By: | /s/ Hans S. Weger | |
| Hans S. Weger | ||
| Executive Vice President, Treasurer and | ||
| Chief Financial Officer | ||
Dated: December 9, 2005
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 1 | Underwriting Agreement dated as of December 6, 2005 among Banc of America Securities LLC, as underwriter, the Company and the Operating Partnership | |
| 5 | Opinion of DLA Piper Rudnick Gray Cary US LLP re legality | |
| 8 | Opinion of DLA Piper Rudnick Gray Cary US LLP re tax matters | |