UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 23, 2005
DiamondRock Hospitality Company
(Exact name of registrant as specified in charter)
| Maryland | 001-32514 | 20-1180098 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
10400 Fernwood Road, Suite 300
Bethesda, MD 20817
(Address of Principal Executive Offices) (Zip Code)
(301) 380-7100
(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)) |
DiamondRock Hospitality Company had reported in a Form 8-K filed on June 29, 2005 (the “Original Form 8-K”) that it would file financial statements for the Vail Marriott Mountain Resort & Spa within 71 calendar days after the date on which the Original Form 8-K was filed. This Form 8-K/A is being filed to incorporate by reference such financial statements and to amend Item 9.01(b) – Pro Forma Financial Information. No other change is effected by this Form 8-K/A.
ITEM 9.01. Financial Statements and Exhibits.
Financial Statements of Business Acquired.
Financial statements for the Vail Marriott Mountain Resort & Spa are incorporated by reference to pages F-99 through F-114 of the Prospectus included in DiamondRock’s Registration Statement on Form S-11/A (File No. 333-123809) filed August 26, 2005.
| (b) | Pro Forma Financial Information. |
Incorporated by reference to pages F-5 through F-15 of the Prospectus included in DiamondRock’s Registration Statement on Form S-11/A (File No. 333-123809) filed August 26, 2005.
| (c) | Exhibits. |
The following exhibit is filed as part of into this Form 8-K/A
| 23.1 | Consent of PricewaterhouseCoopers LLP |
| 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.
| DIAMONDROCK HOSPITALITY COMPANY | ||||
| Date: August 30, 2005 | By: | /s/ Sean M. Mahoney | ||
| Sean M. Mahoney | ||||
| Chief Accounting Officer and Corporate Controller | ||||
EXHIBIT INDEX
| 23.1 | Consent of PricewaterhouseCoopers LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration Statement on Form S-11/A (No. 333-123809) of DiamondRock Hospitality Company of our report dated May 2, 2005 relating to the financial statements of VAMHC, Inc., which is incorporated by reference in this Current Report on Form 8-K/A of DiamondRock Hospitality Company dated August 30, 2005 from the Registration Statement on Form S-11/A.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
August 25, 2005