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): May 17, 2006
Strategic Hotels & Resorts, Inc.
(Exact Name of Registrant as specified in its charter)
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Maryland |
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001-32223 |
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33-1082757 |
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(State or other jurisdiction |
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(Commission File |
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(IRS Employer |
77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 658-5000
N/A
(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. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 May 17, 2006, Strategic Hotels & Resorts, Inc. (the “Company”), the managing member of Strategic Hotel Funding, L.L.C. (the “Operating Company”), entered into the Fourth Amendment to the Limited Liability Company Agreement of the Operating Company (the “Amendment”). The Amendment was entered into in connection with the issuance by the Company of 5,750,000 shares of 8.25% Series C Cumulative Redeemable Preferred Stock (the “Preferred Stock”) and provides for the issuance by the Operating Company of 5,750,000 units of 8.25% Series C Cumulative Redeemable Preferred Units (the “Preferred Membership Units”) having substantially the same rights and preferences as the Preferred Stock. The Preferred Membership Units have a liquidation preference of $25.00 per unit. The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
(c) Exhibits.
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10.1 |
Fourth Amendment to the Limited Liability Company Agreement of Strategic Hotel Funding, | ||
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 HOTELS & RESORTS, INC.
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By: |
/s/ Monte J. Huber |
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Name: |
Monte J. Huber | |||
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Title: |
Vice President and Controller |
Date: May 17, 2006
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Exhibit Index
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10.1 |
Fourth Amendment to the Limited Liability Company Agreement of Strategic Hotel Funding, L.L.C., dated as of May 17, 2006. |