(Mark
One)
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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Maryland
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251811499
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(State
or Other Jurisdiction of Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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44
Hersha Drive, Harrisburg, PA
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17102
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(Address
of Registrant’s Principal Executive Offices)
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(Zip
Code)
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Title
of each class
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Name
of each exchange on which registered
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Class
A Common Shares of Beneficial Interest, par value $.01 per
share
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American
Stock Exchange
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Series
A Cumulative Redeemable Preferred Shares, par value $.01 per
share
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American
Stock Exchange
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Large
accelerated filer o
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Accelerated
filer x
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Non-accelerated
filer o
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Item
15.
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Exhibits
and Financial Statement
Schedules
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(a)
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Documents
filed as part of this
report.
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(b)
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Exhibits
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HERSHA
HOSPITALITY TRUST
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October
31, 2007
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/s/
Jay H. Shah
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Jay
H. Shah
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Chief
Executive Officer
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SIGNATURE
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TITLE
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DATE
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/s/
Hasu P. Shah
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Chairman
of the Board
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October
31, 2007
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Hasu
P. Shah
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/s/
Jay H. Shah
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Trustee
and Chief Executive Officer (Principal Executive
Officer)
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October
31, 2007
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Jay
H. Shah
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Trustee
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October
31, 2007
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Thomas
S. Capello
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/s/
John M. Sabin
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Trustee
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October
31, 2007
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John
M. Sabin
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||||
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Trustee
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October
31, 2007
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Donald
J. Landry
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||||
/s/
Michael A. Leven
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Trustee
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October
31, 2007
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Michael
A. Leven
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/s/
Kiran P. Patel
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Trustee
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October
31, 2007
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Kiran
P. Patel
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/s/
Ashish R. Parikh
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Chief
Financial Officer (Principal Financial Officer)
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October
31, 2007
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Ashish
R. Parikh
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/s/
Michael R. Gillespie
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Chief
Accounting Officer (Principal Accounting Officer)
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October
31, 2007
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Michael
R. Gillespie
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3.1
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Amended
and Restated Declaration of Trust of the Registrant.**
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3.2
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Articles
Supplementary to the Amended and Restated Declaration of Trust of
the
Registrant Designating the Terms of the 8.00% Series A Cumulative
Redeemable Preferred Shares of Beneficial Interest, $0.01 par value
per
share (filed with the SEC as Exhibit 3.2 to the Form 8-A filed on
August
3, 2005 (SEC File No. 001-14765) and incorporated by reference
herein).
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3.3
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Bylaws
of the Registrant.*
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4.1
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Form
of Common Share Certificate.*
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4.2
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Junior
Subordinated Indenture, dated as of May 13, 2005, between the Company
and
JPMorgan Chase Bank, National Association, as trustee (filed as Exhibit
4.1 to the Current Report on Form 8-K filed on May 17, 2005 (SEC
File No.
001-14765) and incorporated by reference herein).
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4.3
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Amended
and Restated Trust Agreement, dated as of May 13, 2005, among the
Company,
as depositor, JPMorgan Chase Bank, National Association, as property
trustee, Chase Bank USA, National Association, as Delaware trustee,
the
Administrative Trustees named therein and the holders of undivided
beneficial interests in the assets of the Trust. (filed as Exhibit
4.2 to
the Current Report on Form 8-K filed on May 17, 2005 (SEC File No.
001-14765) and incorporated by reference herein).
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4.4
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Form
of Junior Subordinated Note (included in Exhibit 4.3
hereto).
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4.5
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Form
of Trust Preferred Security Certificate (included in Exhibit 4.4
hereto).
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4.6
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Junior
Subordinated Indenture, dated as of May 31, 2005, between the Company
and
Wilmington Trust Company, as trustee (filed as Exhibit 4.1 to the
Current
Report on Form 8-K filed on June 6, 2005 (SEC File No. 001-14765)
and
incorporated by reference herein).
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4.7
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Amended
and Restated Trust Agreement, dated as of May 31, 2005, among the
Company,
as depositor, Wilmington Trust Company, as property trustee and Delaware
trustee, the Administrative Trustees named therein and the holders
of
undivided beneficial interests in the assets of the Trust (filed
as
Exhibit 4.2 to the Current Report on Form 8-K filed on June 6, 2005
(SEC
File No. 001-14765) and incorporated by reference
herein).
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4.8
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Form
of Junior Subordinated Note (included in Exhibit 4.7
hereto).
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4.9
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Form
of Trust Preferred Security Certificate (included in Exhibit 4.8
hereto).
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4.10
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Form
of 8.00% Series A Cumulative Redeemable Preferred Share certificate
(filed
as Exhibit 3.4 to the Form 8-A filed on August 3, 2005 (SEC File
No.
001-14765) and incorporated by reference herein).
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10.1
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Amended
and Restated Agreement of Limited Partnership of Hersha Hospitality
Limited Partnership.*
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10.2
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Option
Agreement dated as of June 3, 1998, among Hasu P. Shah, Jay H. Shah,
Neil
H, Shah, Bharat C. Mehta, K.D. Patel, Rajendra O. Gandhi, Kiran P.
Patel,
David L. Desfor, Madhusudan I. Patni and Manhar Gandhi, and the
Partnership.*
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10.3
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Amendment
to Option Agreement dated December 4, 1998.*
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10.4
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Form
of Percentage Lease.*
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10.5
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Administrative
Services Agreement, dated January 26, 1999, between Hersha Hospitality
Trust and Hersha Hospitality Management,
L.P.*
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10.6
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Second
Amendment to the Amended and Restated Agreement of Limited Partnership
of
Hersha Hospitality Limited Partnership, dated as of April 21, 2003
(filed
as Exhibit 10.2 to the Form 8-K filed on April 23, 2003 (SEC File
No.
001-14765) and incorporated by reference herein).
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10.7
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Limited
Partnership Agreement of HT/CNL Metro Hotels, LP, dated as of April
21,
2003 (filed as Exhibit 10.5 to the Form 8-K filed on April 23, 2003
(SEC
File No. 001-1476) and incorporated by reference
herein).
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10.8
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Second
Amendment to Option Agreement (filed as Exhibit 10.15 to the Registration
Statement on Form S-3 filed on February 24, 2004 (File No. 333-113061)
and
incorporated by reference herein).
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10.9
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Employment
Agreement, dated January 21, 2005, by and between the Company and
David
Desfor (filed as Exhibit 10.1 to the Current Report on Form 8-K filed
January 26, 2005 (SEC File No. 001-14765) and incorporated by reference
herein). †
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10.10
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Employment
Agreement, dated January 21, 2005, by and between the Company and
Ashish
Parikh (filed as Exhibit 10.2 to the Current Report on Form 8-K filed
January 26, 2005 (SEC File No. 001-14765) and incorporated by reference
herein). †
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10.11
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Employment
Agreement, dated January 21, 2005, by and between the Company and
Hasu P.
Shah (filed as Exhibit 10.3 to the Current Report on Form 8-K filed
January 26, 2005 (SEC File No. 001-14765) and incorporated by reference
herein). †
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10.12
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Employment
Agreement, dated January 21, 2005, by and between the Company and
Jay H.
Shah (filed as Exhibit 10.4 to the Current Report on Form 8-K filed
January 26, 2005 (SEC File No. 001-14765) and incorporated by reference
herein). †
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10.13
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Employment
Agreement, dated January 21, 2005, by and between the Company and
Neil H.
Shah (filed as Exhibit 10.5 to the Current Report on Form 8-K filed
January 26, 2005 (SEC File No. 001-14765) and incorporated by reference
herein). †
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10.14
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Purchase
and Sale Agreement, dated April 28, 2005, by and between McIntosh
Inn of
Wilmington, Inc., a Delaware corporation, and Hersha Hospitality
Limited
Partnership, a Virginia limited partnership (filed as Exhibit 10.1
to the
Company’s Quarterly Report on Form 10-Q filed on May 10, 2005 (SEC File
No. 001-14765) and incorporated by reference herein).
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10.15
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Purchase
and Sale Agreement, dated April 28, 2005, by and between McIntosh
Inn of
King of Prussia, Inc., a Pennsylvania corporation, and Hersha Hospitality
Limited Partnership, a Virginia limited partnership (filed as Exhibit
10.2
to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2005 (SEC
File No. 001-14765) and incorporated by reference
herein).
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10.16
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Purchase
and Sale Agreement, dated April 28, 2005, by and between McIntosh
Inn of
Malvern, Inc., a Pennsylvania corporation, and Hersha Hospitality
Limited
Partnership, a Virginia limited partnership (filed as Exhibit 10.3
to the
Company’s Quarterly Report on Form 10-Q filed on May 10, 2005 (SEC File
No. 001-14765) and incorporated by reference herein).
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10.17
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Purchase
and Sale Agreement, dated April 28, 2005, by and between McIntosh
Inn of
Oxford Valley, Inc., a Pennsylvania corporation, and Hersha Hospitality
Limited Partnership, a Virginia limited partnership (filed as Exhibit
10.4
to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2005 (SEC
File No. 001-14765) and incorporated by reference
herein).
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10.18
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Agreement
for Sale and Purchase of a Hotel, dated as of May 4, 2005 by and
among
Webster Street Hotel, LLC, a Delaware limited liability company,
and
Hersha Hospitality Limited Partnership, a Virginia limited partnership
(filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q
filed on May 10, 2005 (SEC File No. 001-14765) and incorporated by
reference herein).
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10.19
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Purchase
Agreement, dated as of May 11, 2005, among the Company, the Trust
and
Merrill Lynch International (previously filed with the SEC as Exhibit
10.1
to the Current Report on Form 8-K filed on May 17, 2005 (SEC File
No.
001-14765) and incorporated by reference
herein).
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10.20
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Agreement
of Purchase and Sale, dated as of May 13, 2005, by and between Metro
Two
Hotel, LLC and CNR Queens Hospitality, LLC (filed as Exhibit 10.1
to the
Current Report on Form 8-K filed on May 19, 2005 (SEC File No. 001-14765)
and incorporated by reference herein).
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10.21
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Purchase
and Sale Agreement, dated as of May 13, 2005, by and between 5544
JFK III
Associates and Metro Sai Hospitality L.L.C (filed as Exhibit 10.2
to the
Current Report on Form 8-K filed on May 19, 2005 (SEC File No. 001-14765)
and incorporated by reference herein).
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10.22
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Placement
Agreement, dated as of May 31, 2005, among the Company, the Trust
and
Credit Suisse First Boston LLC (filed as Exhibit 10.1 to the Current
Report on Form 8-K filed on June 6, 2005 (SEC File No. 001-14765)
and
incorporated by reference herein).
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10.23
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Membership
Interests Contribution Agreement, dated June 15, 2005, by and among
Waterford Hospitality Group, LLC, Mystic Hotel Investors, LLC and
Hersha
Hospitality Group Limited Partnership (filed as Exhibit 10.1 to the
Current Report on Form 8-K filed on June 21, 2005 (SEC File No. 001-14765)
and incorporated by reference herein).
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10.24
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Form
of Limited Liability Company Agreement of Mystic Partners, LLC (filed
as
Exhibit 10.2 to the Current Report on Form 8-K filed on June 21,
2005 (SEC
File No. 001-14765) and incorporated by reference
herein).
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10.25
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Form
of Management Agreement between Lessee and Waterford Hotel Group,
Inc.
(filed as Exhibit 10.3 to the Current Report on Form 8-K filed on
June 21,
2005 (SEC File No. 001-14765) and incorporated by reference
herein).
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10.26
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Form
of Limited Liability Company Agreement of Leaseco, LLC (filed as
Exhibit
10.4 to the Current Report on Form 8-K filed on June 21, 2005 (SEC
File
No. 001-14765) and incorporated by reference herein).
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10.27
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Offer
Letter, dated May 18, 2005 by and between Hersha Hospitality Trust
and
Michael R. Gillespie (filed as Exhibit 10.1 to the Current Report
on Form
8-K filed on June 27, 2005 (SEC File No. 001-14765) and incorporated
by
reference herein). †
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10.28
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Change
of Control Agreement, dated July 1, 2005, by and between Hersha
Hospitality Trust and Michael R. Gillespie (filed as Exhibit 10.1
to the
Current Report on Form 8-K filed on July 6, 2005 (SEC File No. 001-14765)
and incorporated by reference herein). †
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10.29
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Third
Amendment to Agreement of Limited Partnership of Hersha Hospitality
Limited Partnership, by and between Hersha Hospitality Trust and
Hersha
Hospitality Limited Partnership, dated August 5, 2005 (filed as Exhibit
10.1 to the Current Report on Form 8-K filed on August 8, 2005 (SEC
File
No. 001-14765) and incorporated by reference herein).
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10.30
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Agreement
of Sale, dated October 24, 2005, by and between Charlene Schwartz,
a
resident of Pennsylvania; Langhorne Courtyard, Inc., a Pennsylvania
corporation; Mt. Laurel FFI, Inc., a New Jersey corporation; Bethlehem
FFI, Inc., a Pennsylvania corporation and Hersha Hospitality Trust
(filed
as Exhibit 10.1 to the Current Report on Form 8-K filed October 28,
2005
(SEC File No. 001-14765) and incorporated by reference
herein).
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10.31
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Revolving
Credit Loan and Security Agreement, dated January 17, 2006, by and
between
Hersha Hospitality Limited Partnership, Hersha Hospitality Trust
and
Commerce Bank N.A (filed as Exhibit 10.1 to the Current Report on
Form 8-K
filed January 23, 2006, (SEC File No. 001-14765) and incorporated
by
reference herein).
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10.32
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Contribution
Agreement, dated as of January 19, 2006, by and among Shanti III
Associates, Kunj Associates, Devi Associates, Shree Associates, David
L.
Desfor, Ashish R. Parikh, Sal Shahriar, The Hasu and Hersha Shah
2004
Trust FBO Neil H. Shah, The Hasu and Hersha Shah 2004 Trust FBO Jay
H.
Shah, Metro JFK Associates LLC, and Hersha Hospitality Limited Partnership
(filed as Exhibit 10.1 to the Current Report on Form 8-K filed January
25,
2006 (SEC File No. 001-14765) and incorporated by reference
herein).
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10.33
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Limited
Partnership Interests Purchase Agreement, dated as of the 19th day
of
January, 2006, by and among Affordable Hospitality, Inc.; 3344 Associates;
Hersha Capital, Inc.; Affordable Hospitality Associates, LP; Hersha
Hospitality Limited Partnership and Race Street, LLC (filed as Exhibit
10.2 to the Current Report on Form 8-K filed January 25, 2006 (SEC
File
No. 001-14765) and incorporated by reference
herein).
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10.34
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Sixth
Amendment to Membership Interests Contribution Agreement, dated February
8, 2006, by and among Hersha Hospitality Limited Partnership, Mystic
Hotel
Investors, LLC; Waterford Hospitality Group, LLC and First American
Title
Insurance Company (filed as Exhibit 10.5 to the Current Report on
Form 8-K
filed February 14, 2006 (SEC File No. 001-14765) and incorporated
by
reference herein).
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10.35
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Second
Amendment to Limited Liability Company Operating Agreement of Mystic
Partners, LLC, dated February 8, 2006 (filed as Exhibit 10.6 to the
Current Report on Form 8-K filed February 14, 2006 (SEC File No.
001-14765) and incorporated by reference herein).
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10.36
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First
Amendment to Limited Liability Company Operating Agreement of Mystic
Partners Leaseco, LLC, dated February 8, 2006 (filed as Exhibit 10.7
to
the Current Report on Form 8-K filed February 14, 2006 (SEC File
No.
001-14765) and incorporated by reference herein).
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10.37
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Conditional
Payment Guaranty, dated February 8, 2006, made by Hersha Hospitality
Limited Partnership and Mystic Hotel Investors, LLC to and for the
benefit
or Merrill Lynch Capital (filed as Exhibit 10.8 to the Current Report
on
Form 8-K filed February 14, 2006 (SEC File No. 001-14765) and incorporated
by reference herein).
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10.38
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Conditional
Payment Guaranty, dated February 8, 2006, made by Hersha Hospitality
Limited Partnership and Mystic Hotel Investors, LLC to and for the
benefit
or Merrill Lynch Capital (filed as Exhibit 10.9 to the Current Report
on
Form 8-K filed February 14, 2006 (SEC File No. 001-14765) and incorporated
by reference herein).
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10.39
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Supplemental
Limited Joinder, dated February 8, 2006, made by Hersha Hospitality
Limited Partnership and Mystic Hotel Investors LLC (filed as Exhibit
10.10
to the Current Report on Form 8-K filed February 14, 2006 (SEC File
No.
001-14765) and incorporated by reference herein).
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10.40
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Hersha
Hospitality Trust 2004 Equity Incentive Plan (filed as Appendix A
to the
Proxy Statement on Schedule 14A filed April 22, 2004 ( SEC File No.
001-14765) and incorporated by reference herein).†
|
10.41
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Contribution
Agreement, dated as of May 3, 2006, by and among Kiran P. Patel,
Hasu P.
Shah, Bharat C. Mehta, Kanti D. Patel, 44 Cambridge Associates LLC
and
Hersha Hospitality Limited Partnership (filed as Exhibit 10.1 to
the
Current Report on Form 8-K filed May 3, 2006 (SEC File No. 001-14765)
and
incorporated by reference herein).
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10.42
|
Purchase
and Sale Agreement, dated July 11, 2006, by and between CNL Hospitality
Partners, LP and Hersha Hospitality Limited Partnership (filed as
Exhibit
10.1 to the Current Report on Form 8-K filed July 11, 2006 (SEC File
No.
001-14765) and incorporated by reference herein).
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10.43
|
Purchase
and Sale Agreement, dated December 18, 2006, between Bridgeworks
Hotelworks Associates, L.P., Charlotte Hotelworks Associates, L.P.,
Gaithersburg Hotelworks Associates, L.P., Pleasant Hill Lodging Partners,
L.P., Pleasanton Hotelworks Associates, L.P., Scottsdale Hotelworks
Associates, L.P., and Harrison Hotelworks Associates, L.P., and Hersha
Hospitality Limited Partnership (filed as Exhibit 10.1 to the Current
Report on Form 8-K filed December 18, 2006 (SEC File No. 001-14765)
and
incorporated by reference herein).
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10.44
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Contribution
Agreement, dated as of January 10, 2007, by and among Shree Associates,
Kunj Associates, Shanti III Associates, Trust FBO Neil H. Shah under
The
Hasu and Hersha Shah 2004 Trust, Trust FBO Jay H. Shah under The
Hasu and
Hersha Shah 2004 Trust, Shreenathji Enterprises, LTD and David L.
Desfor
(filed as Exhibit 10.1 to the Current Report on Form 8-K filed January
10,
2007 (SEC File No. 001-14765) and incorporated by reference
herein).
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10.45
|
Purchase
and Sale Agreement, dated as of January 17, 2007, between BCM,
LLC, HPS Seaport LLC and Hersha Hospitality Limited Partnership (filed
as
Exhibit 10.1 to the Current Report on Form 8-K filed January 17,
2007 (SEC
File No. 001-14765) and incorporated by reference
herein).
|
10.46
|
Contribution
Agreement, dated as of January 17, 2007, between Shree Associates,
Kunj
Associates, Devi Associates, Shanti II Associates, Trust FBO Jay
H. Shah
under The Hasu and Hersha Shah 2004 Trust, Trust FBO Neil H. Shah
under
The Hasu and Hersha Shah 2004 Trust , David L. Desfor and Hersha
Hospitality Limited Partnership (filed as Exhibit 10.2 to the Current
Report on Form 8-K filed January 17, 2007 (SEC File No. 001-14765)
and
incorporated by reference herein).
|
10.47
|
Amended
and Restated Purchase and Sale Agreement, dated as of February
1, 2007, between BCM, LLC, HPS Seaport LLC and SEAPORT HOSPITALITY,
LLC
(filed as Exhibit 10.1 to the Current Report on Form 8-K filed February
1,
2007 (SEC File No. 001-14765) and incorporated by reference
herein).
|
21.1
|
List
of Subsidiaries of the Registrant (filed as Exhibit 21.1 to the Annual
Report on Form 10-K filed March 16, 2007 (SEC File No. 001-14765)
and
incorporated by reference herein).
|
Consent
of Pricewaterhouse Coopers LLP.***
|
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.***
|
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.***
|
|
Certification
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.***
|
|
Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.***
|
|
Consolidated
Financial Statements of Mystic Partners, LLC and
Subsidiaries.***
|
|
*
|
Filed
as an exhibit to Hersha Hospitality Trust’s Registration Statement on Form
S-11, as amended, filed June 5, 1998 (SEC File No. 333-56087) and
incorporated by reference herein.
|
|
**
|
Filed
as an exhibit to Hersha Hospitality Trust’s Registration Statement on Form
S-2, filed on September 25, 2003 (SEC File No. 333-109100) and
incorporated by reference herein.
|
|
***
|
Filed
herewith.
|
|
†
|
Indicates
management contract or compensatory plan or
arrangement.
|