As filed with the Securities and Exchange Commission on February 12, 1999
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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LASALLE HOTEL PROPERTIES
(Exact name of registrant as specified in its charter)
Maryland 36-4219376
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1401 Eye Street, NW
Suite 900
Washington, D.C. 20005
(202) 222-2600
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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LaSalle Hotel Properties 1998 Share Option and Incentive Plan
(Full title of the plan)
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Jon E. Bortz
President and Chief Executive Officer
LaSalle Hotel Properties
1401 Eye Street, NW
Suite 900
Washington, D.C. 20005
(202) 222-2600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount Proposed maximum Proposed maximum Amount of
to be registered to be offering price aggregate offering registration
registered per unit price fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share......... 757,000 (1) $12.50 (2) $9,462,500 (3) $2,631 (4)
======================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required by reason of
the anti-dilution provisions of the LaSalle Hotel Properties 1998 Share
Option and Incentive Plan.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act").
(3) Calculated pursuant to Rule 457(c)and (h) under the Securities Ac based
on the average of the high and low prices for the Common Stock reported
on the New York Stock Exchange on February 9, 1999.
(4) In accordance with Rule 457(h), the filing fee is based on the maximum
number of the registrant's securities issuable under the LaSalle Hotel
Properties 1998 Share Option and Incentive Plan that are covered
by this Registration Statement.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to plan participants as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act"). Such documents
and the documents incorporated by reference herein pursuant to Item 3 of Part II
hereof, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
LaSalle Hotel Properties (the "Company") hereby incorporates by
reference the documents listed in (a), (b), (c) and (d) below which have
previously been filed with the Securities and Exchange Commission.
(a) The prospectus filed by the Company pursuant to Rule 424(b) of the
Securities Act as of April 24, 1998 as part of the Company's
Registration Statement on Form S-11 (No. 333-45647).
(b) The Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998.
(c) The current reports dated June 1, 1998 and June 24, 1998 included
on Form 8-K (including Form 8-KA), filed as of June 15, 1998, July 9,
1998, August 14, 1998, September 8, 1998 and September 11, 1998.
(d) The description of the Company's common shares contained in the
section captioned "Shares of Beneficial Interest" in the Company's
prospectus filed pursuant to Rule 424(b)(4) of the Securities Act as of
April 24, 1998 as part of the Company's Registration Statement on Form
S-11 (No. 333-45647).
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities remaining
unsold shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF EXPERTS AND COUNSEL.
None.
<PAGE>
ITEM 6. INDEMNIFICATION OF TRUSTEES AND OFFICERS.
The Company's officers and trustees are and will be indemnified under
Maryland and Delaware law, the Declaration of Trust and Bylaws of the Company
and the Partnership Agreement of the Operating Partnership against certain
liabilities. The Declaration of the Trust of the Company requires it to
indemnify its trustees and officers to the fullest extent permitted from time to
time under Maryland law.
The Declaration of Trust of the Company authorizes it, to the maximum
extent permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former trustee or officer or (b) any individual who, while a
trustee of the Company and at the request of the Company, serves or has served
as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise from and against any claim or liability to which such person
may become subject or which such person may incur by reason of his or her status
as a present or former trustee or officer of the Company. The Bylaws of the
Company obligate it, to the maximum extent permitted by Maryland law, to
indemnify and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any present or former trustee or officer who
is made party to the proceeding by reason of his service in that capacity or (b)
any individual who, while a trustee or officer of the Company and at the request
of the Company, serves or has served another real estate investment trust,
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a trustee, director, officer or partner of such real estate
investment trust, corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise and who is made party to the proceeding by
reason of his service in that capacity, against any claim or liability to which
he may become subject by reason of such status. The Declaration of Trust and
Bylaws also permit the Company to indemnify and advance expenses to any person
who served as a predecessor of the Company in any of the capacities described
above and to any employee or agent of the Company or a predecessor of the
Company. The Bylaws require the Company to indemnify a trustee or officer who
has been successful, on the merits or otherwise, in the defense of any
proceeding to which he is made a party by reason of his service in that
capacity.
Title 8 of the Corporations and Associations Article of the Annotated
Code of Maryland ("Title 8") permits a Maryland real estate investment trust to
indemnify and advance expenses to its trustees, officer, employees and agents to
the same extent as permitted by the Maryland General Corporation Law, as amended
from time to time (the "MGCL"), for directors and officers of Maryland
corporations. The MGCL permits a corporation to indemnify its present and former
directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to the
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful. However, under the MGCL, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation. In accordance with the MGCL, the Bylaws of the Company
require it, as a condition to advance expenses, to obtain (a) a written
affirmation by the director or officer of his good faith belief that he has met
the standard of conduct necessary for indemnification by the Company as
authorized by the Bylaws and (b) a written statement by or on his behalf to
repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that the standard of conduct was not met.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
3(a)* Articles of Amendment and Restatement of Declaration of Trust of the
Company.
3(b)* Bylaws of the Company.
5(a) Opinion of Brown & Wood LLP.
23(a) Consent of Brown & Wood LLP (included as part of Exhibit 5(a)).
23(b) Consent of Arthur Andersen LLP.
23(c) Consent of PricewaterhouseCoopers LLP.
23(d) Consent of Deloitte & Touche LLP.
23(e) Consent of KPMG LLP.
24 Power of Attorney (included on page 6).
* Previously filed as an exhibit to Registration Statement on Form S-11
(No. 333-45647) and incorporated herein by reference.
ITEM 9. UNDERTAKINGS
The undersigned registrants hereby undertake:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 6 of
this registration statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding ) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, LaSalle
Hotel Properties certifies that is has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the District of Columbia, on the 12th day of February, 1999.
LASALLE HOTEL PROPERTIES
By: /s/ Hans Weger
Hans Weger
Executive Vice President, Treasurer and
Chief Financial Officer (Authorized Officer and
Principal Financial and Accounting Officer)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of LaSalle Hotel Properties hereby severally constitute Jon E. Bortz,
Hans Weger and Stuart L. Scott, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable LaSalle Hotel Properties to comply with the provisions
of the Securities Act of 1933, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Jon E. Bortz President, Chief Executive Officer and Trustee February 12, 1999
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Jon E. Bortz
/s/ Hans Weger Executive Vice President, Treasurer and Chief Financial Officer February 12, 1999
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Hans Weger and Accounting Officer)
/s/ Stuart L. Scott Chairman of the Board of Trustees February 12, 1999
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Stuart L. Scott
/s/ Darryl Hartley-Leonard Trustee February 12, 1999
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Darryl Hartley-Leonard
/s/ Trustee
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George F. Little, II
/s/ Donald S. Perkins Trustee February 12, 1999
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Donald S. Perkins
/s/ Shimon Topor Trustee February 12, 1999
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Shimon Topor
/s/ Donald A. Washburn Trustee February 12, 1999
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Donald A. Washburn
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
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3(a)* Articles of Amendment and Restatement of
Declaration of Trust of the Company.
3(b)* Bylaws of the Company.
5(a) Opinion of Brown & Wood LLP. 8
23(a) Consent of Brown & Wood LLP (included as part of
Exhibit 5(a)).
23(b) Consent of Arthur Andersen LLP. 9
23(c) Consent of PricewaterhouseCoopers LLP. 10
23(d) Consent of Deloitte & Touche LLP. 11
23(e) Consent of KPMG LLP. 12
24 Power of Attorney (included on page 6).
* Previously filed as an exhibit to Registration Statement on Form S-11
(No. 333-45647) and incorporated herein by reference.
EXHIBIT 5(a)
Brown & Wood LLP
One World Trade Center
New York, New York 10048-0057
Telephone: 212-839-5300
Facsimile: 212-839-5599
February 12, 1999
LaSalle Hotel Properties
1401 Eye Street, NW
Suite 900
Washington, D.C. 20005
Dear Sirs:
We have acted as counsel for LaSalle Hotel Properties, a Maryland real
estate investment trust (the "Company"), in connection with the proposed filing
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
for the purpose of registering 757,000 common shares, par value $.01 per share
(the "Common Shares ") of LaSalle Hotel Properties. In such capacity, we have
examined the Articles of Amendment and Restatement of the Declaration of Trust
and Bylaws of the Company, the LaSalle Hotel Properties 1998 Share Option and
Incentive Plan (the "Plan"), and such other documents of the Company as we have
deemed necessary or appropriate for the purposes of the opinion expressed
herein.
Based upon the foregoing, we advise you that, in our opinion when the
Common Shares to be issued pursuant to the Plan have been issued and paid for in
accordance with the terms of the Plan and the Registration Statement, such
shares will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and any amendment thereto.
Very truly yours,
/s/ Brown & Wood LLP
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated May 14, 1997 on the financial statements of the Canal Street Hotels
Limited Partnership as of December 31, 1996 and 1995 and for the years then
ended (and to all references to our firm) included in or made a part of this
Registration Statement on Form S-8 pertaining to the 1998 Share Option and
Incentive Plan of LaSalle Hotel Properties.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
New Orleans, Louisiana
February 12, 1999
Exhibit 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the LaSalle Hotel Properties 1998 Share Option and
Incentive Plan of our report dated March 6, 1997 on our audit of the financial
statements of MSCC Limited Partnership as of January 3, 1997 and for the year
then ended, which report is included in the registration statement on Form S-11
of LaSalle Hotel Properties dated April 23, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
February 11, 1999
Exhibit 23(d)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
LaSalle Hotel Properties on Form S-8 of our report dated April 19, 1996,
relating to the financial statements of Rahn Key West Resort, Inc. as of and for
the year ended December 31, 1995, appearing in Registration Statement No.
333-45647 of LaSalle Hotel Properties on Form S-11.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Fort Lauderdale, Florida
February 10, 1999
Exhibit 23(e)
Consent of Independent Accountants
The Board of Trustees
LaSalle Hotel Properties:
We consent to the use of our reports related to the balance sheet of LaSalle
Hotel Properties as of January 15, 1998, the combined balance sheets of the
Acquired Hotels as of December 31, 1996 and 1997 and related statements of
operations, changes in partners' capital, and cash flows for each of the years
in the three-year period ended December 31, 1997, the balance sheet of LRP
Bloomington Limited Partnership (Radisson Hotel South & Plaza Tower) as of
December 31, 1996 and 1997 and the related statements of operations, changes in
partners' capital, and cash flows for the period from December 1, 1995 (date of
formation) to December 31, 1995 and the years ended December 31, 1996 and 1997,
the statements of revenues and expenses and cash flows of the Omaha Marriott
Hotel for the period from December 30, 1995 to December 19, 1996, the balance
sheet of Rahn Key West Resort, Inc. as of December 31, 1996 and the related
statements of operations, stockholders' deficit, and cash flows for the year
ended December 31, 1996, the statements of revenues and expenses and cash flows
of the Le Meridien Dallas for the year ended January 31, 1997 and the period
from February 1, 1997 to September 4, 1997, the balance sheet of MSCC Limited
Partnership as of December 29, 1995 and related statements of operations,
changes in partners' capital (deficit), and cash flows for the fiscal year ended
December 29, 1995, the statements of revenues and expenses and cash flows of
Marriott's Seaview Resort for the period from January 4, 1997 to November 7,
1997, the balance sheets of the LaGuardia Airport Marriott as of December 31,
1996 and 1997 and the related statements of operations, changes in owners'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1997, the balance sheets of VVH Resorts Limited Partnership (San
Diego Paradise Point Resort) as of December 31, 1997 and 1996, and the related
statements of operations, partners' capital and cash flows for each of the years
in the three-year period ended December 31, 1997, the statements of assets and
liabilities of the accounts maintained by Hyatt Corporation for Harborside Hyatt
Conference Center & Hotel (a hotel owned by Bird Island Ltd. Partnership) as of
December 31, 1997 and the related statements of revenues and expenses and cash
flows as represented by such accounts for the year then ended, and the balance
sheet of Bird Island Limited Partnership (a Massachusetts limited partnership)
as of December 31, 1997, and the related statements of operations, changes in
partners' capital (deficit) and cash flows for the year then ended, incorporated
herein by reference.
/s/ KPMG LLP
Chicago, Illinois
February 10, 1999
