-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TleT9q+48YKXj51BQXqiSSowJR+nldgny6ZW+DAum4NgpQnqCZviHpbZbD6oreCF Detd5TT1976xaOrKEDmToA== 0000769993-05-000421.txt : 20050611 0000769993-05-000421.hdr.sgml : 20050611 20050531155654 ACCESSION NUMBER: 0000769993-05-000421 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050518 FILED AS OF DATE: 20050531 DATE AS OF CHANGE: 20050531 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Langer Jonathan A CENTRAL INDEX KEY: 0001328582 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32223 FILM NUMBER: 05867414 BUSINESS ADDRESS: BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGIC HOTEL CAPITAL INC CENTRAL INDEX KEY: 0001057436 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 331082757 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 77 W WACKER DR STE 4600 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3126585000 MAIL ADDRESS: STREET 1: 77 WEST WACKER DRIVE STREET 2: STE 4600 CITY: CHICAGO STATE: IL ZIP: 60601 3 1 slh050518jal_ex.xml X0202 3 2005-05-18 0 0001057436 STRATEGIC HOTEL CAPITAL INC SLH 0001328582 Langer Jonathan A C/O GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK NY 10004 1 0 0 0 Common Stock 5522854 I See Footnotes Strategic Hotel Funding, LLC Units (right to acquire) Strategic Hotel Capital, Inc. Common Stock 5106551 I See Footnotes The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a direct and indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein as indirectly owned except to the extent of his pecuniary interest therein, if any. The securities reported herein as indirectly owned are beneficially owned directly by limited liability companies of which affiliates of Goldman Sachs and GS Group are the general partner, managing member, manager, member or investment manager ("WH Entities"). The Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units are exchangeable for shares of Strategic Hotel Capital, Inc. ("SHC") common stock, par value $0.01 per share ("Common Stock"). Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value or an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible as of June 29, 2005. There is no expiration date. Strategic Hotel Capital, L.L.C. ("SHC LLC") is controlled in part by the WH Entities. Certain investment partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing member, manager, member or investment manager and the WH Entities may be deemed to beneficially own indirectly the SHC Funding membership units by reason of Strategic Hotel Capital Limited Partnership's ("SHC LP") direct ownership of the SHC Funding membership units. SHC LLC is the general partner of SHC LP. /s/ Ted Chang, Attorney-in-fact 2005-05-31 EX-24 2 jlangerpoa.txt LANGER - POA POWER OF ATTORNEY The undersigned does hereby appoint Roger S. Begelman, Edward T. Joel, and Ted Chang, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), his true and lawful attorneys, and each of them his true and lawful attorney, with power to act without the other, and with full power of substitution and resubstitution, to execute for him and in his name any Initial Statement of Beneficial Ownership of Securities on Form 3, any Statement of Changes in Beneficial Ownership on Form 4 and any Annual Statement of Changes in Beneficial Ownership on Form 5, or any similar or successor form, which may be required to be filed by him with the Securities and Exchange Commission and any and all instruments necessary or incidental therewith, hereby granting unto said attorneys and each of them full power and authority to do and perform in the name and on behalf of the undersigned, and in any and all capacities, every act and thing whatsoever required or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and approving the act of said attorneys and each of them. This power of attorney shall not be affected by the subsequent disability or incompetence of the principal. This power of attorney shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. In witness thereof the undersigned hereunto signed his name this 25th day of May, 2005. /s/ Jonathan A. Langer ________________________ Jonathan A. Langer -----END PRIVACY-ENHANCED MESSAGE-----