UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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, 2012
CAREY WATERMARK INVESTORS INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
000-54263 | | 26-2145060 |
(Commission File Number) | | (IRS Employer Identification No.) |
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50 Rockefeller Plaza, New York, NY | | 10020 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 492-1100
(Former Name or Former Address, if Changed Since Last Report)
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 Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This Form 8-K/A amends and supplements the registrant’s Form 8-K, as filed on December 12, 2012, to include the historical financial statements and pro forma financial information required by Items 9.01(a) and (b).
Item 9.01 — Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Courtyard San Diego Mission Valley/Hotel Circle is a 317 room select-service hotel located in San Diego, California owned by the registrant and acquired from Gaslamp Holdings, LLC, an unaffiliated third party. Courtyard by Marriott Mission Valley financial statements and independent auditor’s report as of and for the year ended December 31, 2011 and the nine months ended September 30, 2012 are attached as Exhibit 99.1 hereto and are incorporated by reference herein.
(b) Pro forma financial information.
The pro forma financial information required pursuant to Article 11 of Regulation S-X is attached as Exhibit 99.2 hereto and is incorporated by reference herein.
(c) N/A
(d) Exhibits
Exhibit No. | | Description |
99.1 | | Audited financial statements of Courtyard by Marriott Mission Valley as of and for the year ended December 31, 2011 and the nine months ended September 30, 2012 |
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99.2 | | Unaudited pro forma condensed consolidated financial information of Carey Watermark Investors Incorporated as of September 30, 2012, for the nine months ended September 30, 2012 and for the year ended December 31, 2011 |
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.
| | | Carey Watermark Investors Incorporated |
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Date: | February 20, 2013 | By: | /s/ Mark J. DeCesaris | |
| | | Mark J. DeCesaris |
| | | Chief Financial Officer |
