8-K 1 d8k.htm FORM 8-K Form 8-K



Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2007



(Exact name of registrant as specified in its charter)



Virginia   000-50731   76-0713476

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)


814 East Main Street, Richmond, VA   23219
(Address of principal executive offices)   (Zip Code)

(804) 344-8121

(Registrant’s telephone number, including area code)


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:


¨ 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))


Apple Hospitality Five, Inc. (which is referred to below as the “Company”) is filing this report in accordance with Item 8.01 of Form 8-K.


Item 8.01. Other Events.

On September 17, 2007, at a special meeting of shareholders of the Company, the Company’s shareholders voted to approve the merger agreement with Inland American Real Estate Trust, Inc. (“Buyer”) and Inland American Orchard Hotels, Inc., a wholly-owned subsidiary of Buyer through intermediate wholly-owned subsidiaries (“Acquisition Sub”). Subject to satisfaction of all other closing conditions, as a result of the merger, the Company will merge with and into Acquisition Sub. Holders of the Company’s Units and Series B convertible preferred shares will receive $14.05 per outstanding Unit or Series B convertible preferred share, on an as-converted basis, as merger consideration.

The closing of the merger remains subject to satisfaction of all other closing conditions. The Company currently expects closing to occur in early October.

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the ability of the Company to complete the proposed merger transaction agreement; the ability of the Company to implement its operating strategy; the Company’s ability to manage planned growth; changes in economic cycles and competition within the extended-stay hotel industry. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or the objectives and plans of the Company will be achieved. In addition, the Company’s qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code.




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.


Apple Hospitality Five, Inc.

/s/ Glade M. Knight

  Glade M. Knight, Chief Executive Officer
  September 17, 2007