SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 5, 2000 HERSHA HOSPITALITY TRUST (Exact name of registrant as specified in its charter) Maryland 005-55249 251811499 (State or other jurisdiction (Commission File No.) I.R.S. Employer of incorporation) (Identification No.) 148 Sheraton Drive, Box A New Cumberland, Pennsylvania 17070 (Address of principal executive offices) (717) 770-2405 (Registrant's telephone number, including area code) N/A (former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets On May 19, 2000, Hersha Hospitality Trust (the "Company"), through its interest in Hersha Hospitality L.P. (the "Partnership"), completed its acquisition of four hotel properties in metropolitan Atlanta, Georgia from various entities owned by Noble Investments Group, Ltd. ("Noble"). Collectively, the four properties are referred to as the ("Noble Investments Hotels"). The four properties acquired and their respective purchase prices are as follows: Hotel Property Rooms Location Purchase Price - -------------- ----- -------- -------------- Comfort Suites 85 Duluth, GA. $5,207,857 Holiday Inn Express 68 Duluth, GA. $3,735,413 Hampton Inn 91 Newnan, GA. $7,117,092 Hampton Inn 61 Peachtree City, GA. $3,939,640 The Partnership acquired the Hampton Inn, Newnan and Hampton Inn, Peachtree City through the assumption of existing debt, held by General Electric Capital Corporation, of $3.6 million and $2.4 million, respectively. In addition, approximately $5.0 million was utilized from the Company's outstanding line of credit. The Comfort Suites, Duluth and the Holiday Inn Express, Duluth were purchased through mortgages from Lehman Brothers Bank totaling $6.0 million in addition to $3.0 million from the Company's outstanding line of credit. The Partnership leased the properties to entities owned by Noble pursuant to percentage leases (the "Percentage Leases") that provide for rent based, in part, on the room revenues from the hotels. The leases for the Hampton Inn hotels located in Newnan and Peachtree City are effective as of April 20, 2000. The leases for the Comfort Suites, Duluth, and the Holiday Inn Express, Duluth, are effective as of May 19, 2000. The purchase prices for the hotels were determined via arm's length negotiations between the Company and Noble relative to the rent to be paid by Noble under the Percentage Leases. Independent appraisals were obtained for each of the hotel properties in order to further substantiate the purchase prices. The following table sets forth (i) the Initial Fixed Rent for the first lease term and (ii) the annual percentage rent formula for the four hotel properties: Acquired Initial Hotel Fixed Rent Percentage Rent Formula - ----- ---------- ----------------------- Comfort Suites, $745,000 47.54% of room revenue up to $1,567,000, Duluth, GA plus 40% of room revenues in excess of $1,567,000 Holiday Inn Express, $533,000 43.47% of room revenue up to $1,226,000, Duluth, GA plus 40% of room revenues in excess of $1,226,000 Hampton Inn, $965,000 53.76% of room revenue up to $1,795,000, Newnan, GA plus 40% of room revenues in excess of $1,795,000 Hampton Inn, $557,000 46.85% of room revenue up to $1,189,000, Peachtree City, GA plus 40% of room revenues in excess of $1,189,000 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements. As of the date of this report, historical audited financial information for the four properties is not available. Audited financial information will be provided for the periods specified under Rule 3-05(b) of Regulation S-X within sixty days of this report. Pro forma financial information for the Company will also be provided at that time. (b) Exhibits. The following exhibits are required by Item 601 of Regulation S-K and are listed below: 10.1 Form of Purchase Leaseback Agreement 10.2 Form of Lease Agreement 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 hereunto duly authorized. Hersha Hospitality Trust By: /s/ Hasu P. Shah ___________________ Hasu P. Shah Chief Executive Officer Date: June 5, 2000 EXHIBIT INDEX 10.1 Form Purchase Leaseback Agreement 10.2 Form Lease Agreement