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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 7, 2005
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Strategic Hotel Capital, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Maryland
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(State or Other Jurisdiction of Incorporation)
001-32223 33-1082757
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(Commission File Number) (I.R.S. Employer
Identification No.)
77 West Wacker Drive, Suite 4600,
Chicago, Illinois 60601
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(Address of Principal Executive Offices) (Zip Code)
(312) 658-5000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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):
|_| Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
|_| 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. Entry Into a Material Definitive Agreement.
On September 7, 2005, SHC Schaumburg II, L.L.C., a wholly owned subsidiary of
Strategic Hotel Funding, L.L.C. ("SHCS"), the operating partnership of Strategic
Hotel Capital, Inc. (the "Company"), entered into an Agreement for Sale and
Purchase of Hotel (the "Sale and Purchase Agreement") with The Procaccianti
Group, LLC ("Procaccianti"). Pursuant to the Sale and Purchase Agreement, SHCS
agreed to sell the Marriott Schaumburg hotel to Procaccianti for a purchase
price of $23,880,000 (the "Transaction"). The Transaction, which is expected to
close during the fourth quarter of 2005, remains subject to customary closing
conditions.
The Sale and Purchase Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. The foregoing description of the Sale and
Purchase Agreement is qualified in its entirety by reference to the full text of
the agreement.
Item 7.01 Regulation FD Disclosure.
A copy of the press release relating to the Transaction is attached to this
Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is
incorporated herein solely for purposes of this Item 7.01 disclosure.
The information in Item 7.01 of this Current Report, including Exhibit 99.1
attached hereto, is being furnished and shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of such section. The information
in Item 7.01 of this Current Report, including Exhibit 99.1 shall not be
incorporated by reference into any filing under the Securities Act of 1933, as
amended or the Exchange Act, regardless of any incorporation by reference
language in any such filing.
This Current Report contains forward-looking statements about the Company.
Except for historical information, the matters discussed in this Current Report
are forward-looking statements subject to certain risks and uncertainties that
could cause the actual results to differ materially, including but not limited
to the following: ability to dispose of existing properties in a manner
consistent with our investment strategy; availability of capital; ability to
obtain or refinance debt; rising interest rates; rising insurance premiums; cash
available for capital expenditures; competition; demand for hotel rooms in our
current and proposed market areas; economic conditions generally and in the real
estate market specifically; the effect of threats of terrorism and increased
security precautions on travel patterns and hotel bookings; the outbreak of
hostilities and international political instability; legislative or regulatory
changes, including changes to laws governing the taxation of REIT's; and changes
in generally accepted accounting principles, policies and guidelines applicable
to REIT's.
Additional risks are discussed in the Company's filings with the Securities and
Exchange Commission. Although the Company believes the expectations reflected in
such forward-looking statements are based on reasonable assumptions, it can give
no assurance that its expectations will be attained. The forward-looking
statements are made as of the date of this Current Report, and we undertake no
obligation to publicly update or revise any forward-looking statement, whether
as a result of a new information, future events or otherwise.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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10.1 Agreement for Sale and Purchase of Hotel dated as of September 7,
2005, by and between SHC Schaumburg II, L.L.C. and The
Procaccianti Group, LLC
99.1 Press Release dated September 12, 2005
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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.
STRATEGIC HOTEL CAPITAL, INC.
September 13, 2005 By: /s/ Monte J. Huber
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Name: Monte J. Huber
Title: Vice President,
Controller & Treasurer
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