As filed with the Securities and Exchange Commission on April 29, 1999
Registration Statement No. 333-76373
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
LASALLE HOTEL PROPERTIES
(Exact name of each registrant as specified in its charter)
MARYLAND 36-4219376
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
1401 EYE STREET, SUITE 900
NW WASHINGTON, DC 20005
(202) 222-2600
(Address, including zip code, and telephone number, including area code,
of each registrant's principal executive office)
JON E. BORTZ
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LASALLE HOTEL PROPERTIES
1401 EYE STREET, SUITE 900
NW WASHINGTON, DC 20005
(202) 222-2600
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
___________________
Copy to:
MICHAEL F. TAYLOR, ESQ.
BROWN & WOOD LLP
ONE WORLD TRADE CENTER, 58TH FLOOR
NEW YORK, N.Y. 10048
___________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after this Registration Statement becomes effective.
___________________
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box./_/
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), other than securities offered only
in connection with dividend or interest reinvestment plans, please check the
following box./X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering./_/
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering./_/
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box./X/
___________________
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Class of Proposed Maximum Proposed Maximum
Securities to be Amount To Be Aggregate Price per Aggregate Offering Price Amount of Registration
Registered(1) Registered Common Share(1) (1) Fee(1)(2)
- ----------------------- --------------------- ----------------------- ------------------------- ----------------------
Common Shares of Beneficial
Interest, $.01 par value
per share 4,462,292 $12.875 $57,452,010 $15,972
- ----------------------- --------------------- ----------------------- ------------------------- ----------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with the Rule 457(c) based on the average of the high and low
reported sales prices on the New York Stock Exchange on April 12, 1998.
(2) Previously paid.
The Registrant hereby amends this registration statement on the date or dates
as may be necessary to delay its effective date until the Registrants shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on the date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
This Pre-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-3 (the "Registration Statement") consists of the
following:
(1) Facing Sheet of the Registration Statement; and
(2) Part 2 of the Registration Statement (including signature page).
Part 1 is incorporated by reference from the initial filing of the
Registration Statement (File No. 333-76373) filed with the Securities and
Exchange Commission on April 15, 1999.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following sets forth the estimated fees and expenses payable by the
Company in connection with the issuance and distribution of the securities
being registered:
Securities and Exchange Commission Registration Fee............ $15,972
Printing and Duplicating Expenses.............................. 10,000
Legal Fees and Expenses........................................ 50,000
Accounting Fees and Expenses................................... 3,000
Miscellaneous.................................................. 10,000
------
Total $88,972
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Item 15. Indemnification of Directors 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 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 a 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.
The Maryland REIT Law permits a Maryland real estate investment trust to
indemnify and advance expenses to its trustees, officers, employees and agents
to the same extent as permitted by Maryland Law for directors and officers of
Maryland corporations. Maryland Law 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 Maryland Law, a Maryland corporation may not indemnify for an
adverse judgment in a suit by or in the right of the corporation. In
accordance with Maryland Law, 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.
The Company has entered into indemnification agreements with each of its
trustees and officers. The indemnification agreements require, among other
things, that the Company indemnify its trustees and officers to the fullest
extent permitted by law and advance to its trustees and executive officers all
related expenses, subject to reimbursement if it is subsequently determined
that indemnification is not permitted.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to trustees or officers pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
Item 16. Exhibits.
1 - Form of Underwriting Agreement.(1)
5 Opinion and Consent of Brown & Wood llp as to the
legality of the Securities.(2)
8 - Opinion and Consent of Brown & Wood llp as to tax matters.
23.2 - Consent of KPMG LLP.(2)
24 - Power of attorney.(2)
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(1) To be filed by amendment or incorporated by reference in connection with
the offered shares.
(2) Previously filed as an exhibit to this Registration Statement filed with
the Securities and Exchange Commission on April 15, 1999.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(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 (1)(i) and (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 Exchange
Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 that time shall be deemed to be the initial
bona fide offering thereof; and
(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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, partners and
controlling persons of a Registrant pursuant to the foregoing provisions, or
otherwise, the Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by a Registrant of expenses incurred or paid by a director,
officer, partner or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer, partner or controlling person in connection with the securities being
registered, the applicable 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 Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, LaSalle Hotel
Properties certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Washington, DC, on April 28, 1999.
LASALLE HOTEL PROPERTIES
By:/s/ Hans S. Weger
Hans S. Weger
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Chairman of the Board of Trustees
Stuart L. Scott*
________________
Stuart L. Scott
President, Chief Executive Officer
Jon E. Bortz* and Trustee
________________
Jon E. Bortz
Darryl Hartley Leonard* Trustee
________________
Darryl Hartley-Leonard
George F. Little, II* Trustee
________________
George F. Little, II
Donald S. Perkins * Trustee
________________
Donald S. Perkins
Shimon Topor* Trustee
________________
Shimon Topor
Donald A. Washburn* Trustee
------------------
Donald A. Washburn
*By:/s/ Hans S. Weger April 28, 1999
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Hans S. Weger
Attorney-in-Fact
Exhibit Index
Exhibits Description
- ----------- ------------
1 - Form of Underwriting Agreement.(1)
5 Opinion and Consent of Brown & Wood llp as to the legality
of the Securities.(2)
8 - Opinion and Consent of Brown & Wood llp as to tax matters.
23.2 - Consent of KPMG LLP.(2)
24 - Power of attorney.(2)
_________________
(1) To be filed by amendment or incorporated by reference in connection with
the offered shares.
(2) Previously filed as an Exhibit to this Registration Statement filed with
the Securities and Exchange Commission on April 15, 1999.
EXHIBIT 8
[LETTERHEAD OF BROWN & WOOD LLP]
April 29, 1999
LaSalle Hotel Properties
1401 Eye Street, NW, Suite 900
Washington, DC 20005
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income tax
matters with respect to LaSalle Hotel Properties (the "Company") in connection
with the Form S-3 Registration Statement filed by the Company with the
Securities and Exchange Commission (the "SEC") on April 15, 1999 (the
"Registration Statement"), as amended through the date hereof.
This opinion is based, in part, upon various assumptions and
representations, including representations made by the Company as to factual
matters set forth in the Registration Statement, in the registration statement
on Form S-11 previously filed by the Company with the SEC and in a letter
delivered to us by the Company today. This opinion is also based upon the
Internal Revenue Code of 1986, as amended (the "Code"), the Treasury
Regulations promulgated thereunder and existing administrative and judicial
interpretations thereof, all as they exist at the date of this letter. All of
the foregoing statues, regulations and interpretations are subject to change,
in some circumstances with retroactive effect. Any changes to the foregoing
authorities might result in modifications of our opinions contained herein.
Based on the foregoing, we are of the opinion that, commencing with
the Company's taxable year ended December 31, 1998, the Company has been
organized in conformity with the requirements for qualification and taxation
as a real estate investment trust (a "REIT") under the Code and the proposed
method of operation of the Company will enable the Company to meet the
requirements for qualification and taxation as a REIT.
We express no opinion with respect to the transactions described
herein and in the Registration Statement other than those expressly set forth
herein. Furthermore, the Company's qualification as a REIT will depend on the
Company's making a timely election for REIT status and meeting, in its actual
operations, the applicable asset composition, source of income, shareholder
diversification, distribution and other requirements of the Code and Treasury
Regulations necessary for an entity to qualify as a REIT. We will not review
these operations and no assurance can be given that the actual operations of
the Company and its affiliates will meet these requirements or the
representations made to us with respect thereto.
This opinion is furnished to you solely for your use in connection
with the Registration Statement. We hereby consent to the filing of this
opinion as Exhibit 8 to the Registration Statement and to the use of our name
in connection with the material discussed therein under the caption "Federal
Income Tax Considerations."
Very truly yours,
/s/ Brown & Wood LLP
