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UNITED STATES
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): August 11, 2006
DIAMONDROCK HOSPITALITY COMPANY
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(Exact name of registrant as specified in charter)
Maryland 001-32514 20-1180098
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6903 Rockledge Drive, Suite 800
Bethesda, MD 20817
(Address of Principal Executive Offices) (Zip Code)
(240) 744-1150
(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 (see General Instruction A.2. below):
[ ] 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.
An affiliate of DiamondRock Hospitality Company ("DiamondRock") signed a
purchase agreement (the "Agreement") to acquire the Conrad Hotel, located at 520
N. Michigan Avenue in Chicago Illinois (the "Chicago Conrad") for a purchase
price of $117.5 million, at the time of signing the Agreement DiamondRock made a
refundable $10 million deposit. That Agreement was subject to a material due
diligence related condition precedent which was satisfied on August 11, 2006. As
a result, on August 11, 2006, the Agreement became a commitment enforceable
against DiamondRock and our $10 million deposit became non-refundable. The
acquisition is scheduled to close towards the end of 2006.
We cannot assure you that we will acquire the Chicago Conrad because the
proposed acquisition is subject to a variety of factors.
The foregoing summary of our acquisition of the Chicago Conrad is qualified in
its entirety by the full terms and conditions of the Purchase Agreement, as of
July 29, 2006, by and among LCP-WB Chicago Operator, LLC, and DiamondRock
Hospitality Limited Partnership, a copy of which is filed as Exhibit 10.1 to the
Form 8-K and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
See Index to Exhibits attached hereto.
SIGNATURE
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.
DIAMONDROCK HOSPITALITY COMPANY
Date: August 11, 2006 By: /s/ Michael D. Schecter
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Michael D. Schecter
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
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10.1 Purchase Agreement, dated as of July 29, 2006, by and among LCP-WB
Chicago Operator, LLC, and DiamondRock Hospitality Limited
Partnership
99.1 Press Release dated August 11, 2006