- Current report filing (8-K)
September 02 2010 - 5:25PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 2, 2010
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
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MARYLAND
(State of Incorporation)
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001-31775
(Commission File Number)
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86-1062192
(I.R.S. Employer
Identification
Number)
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14185 Dallas Parkway, Suite 1100
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Dallas, Texas
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75254
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(Address of principal executive offices)
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(Zip code)
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Registrants telephone number, including area code: (972) 490-9600
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On September 2, 2010, Ashford OP General Partner, LLC, a Delaware limited liability company,
as general partner (the
General Partner
) of Ashford Hospitality Limited Partnership, a
Delaware limited partnership (the
Partnership
), the operating partnership of Ashford
Hospitality Trust, Inc., a Maryland corporation (the
Company
) entered into that certain
Amendment No. 4 to Third Amended and Restated Agreement of Limited Partnership of Ashford
Hospitality Limited Partnership (the
Amendment
), further amending the Third Amended and
Restated Agreement of Limited Partnership of the Partnership (the
Partnership Agreement
)
for the purpose of providing for the issuance of special partnership units (
Special
Partnership Units
). The Special Partnership Units will be equivalent to common units except
that the Company will not have an option to satisfy any redemption rights exercised by a holder of
Special Partnership Units through the issuance of Company common stock.
The foregoing summary is qualified in its entirety by reference to the Third Amended and
Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership, incorporated
herein by reference to
Exhibit 10.33.1.1
of the Companys Form 10-Q, filed on May 9, 2007,
and the Amendment No. 4 to Third Amended and Restated Agreement of Limited Partnership of Ashford
Hospitality Limited Partnership attached hereto as
Exhibit 10.1
and incorporated herein by
reference.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit No.
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Description
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10.1
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Amendment No. 4 to Third Amended and Restated Agreement of Limited
Partnership of Ashford Hospitality Limited Partnership
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 2, 2010
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ASHFORD HOSPITALITY TRUST, INC.
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By:
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/s/ DAVID A. BROOKS
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David A. Brooks
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Chief Operating Officer and General Counsel
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