UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2004 |
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number 001-31906
HIGHLAND HOSPITALITY CORPORATION
(Exact name of registrant as specified in its charter)
| MARYLAND | 57-1183293 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| 8405 Greensboro Drive, Suite 500, McLean, Virginia | 22102 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (703) 336-4901
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange On Which Registered | |
Common Stock, $.01 par value | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x
As of June 30, 2004, the aggregate market value of the Registrant’s common stock held by non-affiliates of the registrant was approximately $377,000,000, based on the closing price reported on the New York Stock Exchange. As of March 4, 2005, there were 40,067,444 shares of the Registrant’s common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Form 10-K incorporates by reference certain portions of the Registrant’s proxy statement for its 2005 annual meeting of stockholders to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this report.
EXPLANATORY NOTE
Highland Hospitality Corporation is filing this Form 10-K/A for its fiscal year ended December 31, 2004 solely for purposes of correcting the list of exhibits which inadvertently omitted certain exhibits. The other items of the Form 10-K that remain unchanged have not been repeated in this Form 10-K/A.
PART IV
| Item 15. | Exhibits and Financial Statement Schedules |
| 1. | Financial Statements |
Included herein at pages F-1 through F-26.
| 2. | Financial Statement Schedules |
The following financial statement schedule is included herein at page F-27:
Schedule III – Real Estate and Accumulated Depreciation
All other schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted.
| 3. | Exhibits |
The following exhibits are filed as part of this Form 10-K/A:
| Exhibit Number | Description of Exhibit | ||
| 3.1 | Amended and Restated Articles of Incorporation of Highland Hospitality Corporation (incorporated by reference to Exhibit 3.1 to the registrant’s Form 10-K for the year ended December 31, 2003) | ||
| 3.2 | Amended and Restated Bylaws of Highland Hospitality Corporation (incorporated by reference to Exhibit 3.2 to the registrant’s Form 10-K for the year ended December 31, 2003) | ||
| 3.3.1 | Second Amended and Restated Agreement of Limited Partnership of Highland Hospitality, L.P. (as amended through September 30, 2004) (incorporated by reference to Exhibit 3.3.1 to the registrant’s Form 10-Q for the quarter ended September 30, 2004) | ||
| 10.1 | * | Highland Hospitality Corporation 2003 Omnibus Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-K for the year ended December 31, 2003) | |
| 10.1.1 | *++ | Form of Restricted Stock Agreement | |
| 10.2 | * | Employment Agreement between Highland Hospitality Corporation and James L. Francis (incorporated by reference to Exhibit 10.2 to the registrant’s Registration Statement on Form S-11 (No. 333-108671)) | |
| 10.2.1 | * | First Amendment to Employment Agreement between Highland Hospitality Corporation and James L. Francis, dated as of March 29, 2004 (incorporated by reference to Exhibit 10.2.1 to the registrant’s Form 10-Q for the quarter ended March 31, 2004) | |
| 10.3 | * | Employment Agreement between Highland Hospitality Corporation and Patrick W. Campbell (incorporated by reference to Exhibit 10.3 to the registrant’s Registration Statement on Form S-11 (No. 333-108671)) | |
| 10.3.1 | * | First Amendment to Employment Agreement between Highland Hospitality Corporation and Patrick W. Campbell, dated as of March 29, 2004 (incorporated by reference to Exhibit 10.3.1 to the registrant’s Form 10-Q for the quarter ended March 31, 2004) | |
| 10.4 | * | Employment Agreement between Highland Hospitality Corporation and Tracy M.J. Colden (incorporated by reference to Exhibit 10.4 to the registrant’s Registration Statement on Form S-11 (No. 333-108671)) | |
| 10.4.1 | * | First Amendment to Employment Agreement between Highland Hospitality Corporation and Tracy M.J. Colden, dated as of March 29, 2004 (incorporated by reference to Exhibit 10.4.1 to the registrant’s Form 10-Q for the quarter ended March 31, 2004) | |
| Exhibit Number | Description of Exhibit | ||
| 10.5 | * | Employment Agreement between Highland Hospitality Corporation and Douglas W. Vicari (incorporated by reference to Exhibit 10.5 to the registrant’s Registration Statement on Form S-11 (No. 333-108671)) | |
| 10.5.1 | * | First Amendment to Employment Agreement between Highland Hospitality Corporation and Douglas W. Vicari, dated as of March 29, 2004 (incorporated by reference to Exhibit 10.5.1 to the registrant’s Form 10-Q for the quarter ended March 31, 2004) | |
| 10.6 | Strategic Alliance Agreement dated September 4, 2003 among Highland Hospitality Corporation, Highland Hospitality, L.P. and Barcelo Crestline Corporation (incorporated by reference to Exhibit 10.6 to the registrant’s Registration Statement on Form S-11 (No. 333-108671)) | ||
| 10.7 | Form of Management Agreement with Crestline Hotels & Resorts, Inc. (incorporated by reference to Exhibit 10.7 to the registrant’s Registration Statement on Form S-11 (No. 333-108671)) | ||
| 10.8 | Contribution Agreement dated September 4, 2003 by and among CCGP Sugar Land Corporation, CCLP Sugar Land Corporation, Barcelo Crestline Corporation and Highland Hospitality, L.P. (incorporated by reference to Exhibit 10.9 to the registrant’s Registration Statement on Form S-11 (No. 333-108671)) | ||
| 10.9 | Contribution Agreement dated September 4, 2003 by and between A/H Hotel, L.L.C. and Highland Hospitality, L.P. (incorporated by reference to Exhibit 10.12 to the registrant’s Registration Statement on Form S-11 (No. 333-108671)) | ||
| 10.10 | Form of Lease with taxable REIT subsidiaries (incorporated by reference to Exhibit 10.17 to the registrant’s Registration Statement on Form S-11 (No. 333-108671)) | ||
| 10.11 | Warrant Agreement between Friedman, Billings, Ramsey & Co., Inc. and Highland Hospitality Corporation (incorporated by reference to Exhibit 10.18 to the registrant’s Form 10-K for the year ended December 31, 2003) | ||
| 10.12 | Registration Rights Agreement dated November 6, 2003 by and between Highland Hospitality Corporation and the parties listed on Schedule A thereto (incorporated by reference to Exhibit 10.34 to the registrant’s Registration Statement on Form S-11 (No. 333-108671)) | ||
| 10.13 | Registration Rights Agreement between Highland Hospitality Corporation and Friedman, Billings, Ramsey & Co., Inc. (incorporated by reference to Exhibit 10.36 to the registrant’s Form 10-K for the year ended December 31, 2003) | ||
| 10.14 | Loan Agreement, dated July 9, 2004, between HH Savannah LLC, HH Baltimore Holdings LLC, Portsmouth Hotel Associates, LLC and Column Financial, Inc., an affiliate of Credit Suisse First Boston (incorporated by reference to Exhibit 10.37 to the registrant’s Form 10-Q for the quarter ended September 30, 2004) | ||
| 10.15 | Loan Agreement, dated August 19, 2004, between HH FP Portfolio Holding LLC and JP Morgan Chase Bank (incorporated by reference to Exhibit 10.38 to the registrant’s Form 10-Q for the quarter ended September 30, 2004) | ||
| 10.16 | Loan Agreement, dated August 19, 2004, between HH FP Portfolio LLC and JP Morgan Chase Bank (incorporated by reference to Exhibit 10.39 to the registrant’s Form 10-Q for the quarter ended September 30, 2004) | ||
| 10.17 | Deed of Trust and Security Agreement, dated September 9, 2004, between HH DFW Hotel Associates, L.P. and Connecticut General Life Insurance Company (incorporated by reference to Exhibit 10.40 to the registrant’s Form 10-Q for the quarter ended September 30, 2004) | ||
| 10.18 | + | Loan Agreement, dated December 22, 2004, between HH LC Portfolio LLC, HH Texas Hotel Associates, L.P., Wells Fargo Bank, N.A., and PNC Bank, N.A. | |
| 10.19 | + | Summary of Non-Employee Director Compensation | |
| 10.20 | *++ | Highland Hospitality Corporation Executive Deferred Compensation Plan, as amended through March 10, 2005. | |
| 12.1 | + | Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends | |
| 21.1 | + | List of Subsidiaries of Highland Hospitality Corporation | |
| 23.1 | + | Consent of KPMG LLP | |
| 31.1 | ++ | Certification of President and Chief Executive Officer pursuant to Exchange Act Rules Rule 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | ++ | Certification of Chief Financial Officer pursuant to Exchange Act Rules Rule 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | + | Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| Exhibit Number | Description of Exhibit | ||
| 32.2 | + | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| * | Denotes management contract or other compensatory plan or arrangement. |
| + | Filed with the Form 10-K on March 15, 2005. |
| ++ | Filed herewith. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| HIGHLAND HOSPITALITY CORPORATION | ||||||||
| Date: April 21, 2005 | By: | /s/ DOUGLAS W. VICARI | ||||||
Douglas W. Vicari Executive Vice President, Chief Financial Officer and Treasurer | ||||||||
