SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~February~~May 2825, 2007

EAGLE HOSPITALITY PROPERTIES TRUST, INC.

(Exact name of registrant specified in its charter)


Maryland	001-32279	55-0862656
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 E. RiverCenter Blvd., Suite 480

Covington, KY 41011

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (859) 581-5900

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)

¨x 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))

Item 81.0102. ~~Other~~ ~~Events.~~Termination of a Material Definitive Agreement

OnAs previously ~~February 28~~announced, ~~2007, a purported class action complaint was filed in the Commonwealth of Kentucky Kenton Circuit Court against~~ Eagle Hospitality Properties Trust, Inc. (the “Company”), ~~each~~has ofentered ~~its~~into ~~directors~~an Agreement and ~~Corporex~~Plan ~~Companies, LLC. The action was brought by the City~~ of ~~Pontiac~~Merger, ~~General~~dated ~~Employees’ Retirement System~~April 27, on2007 ~~behalf of itself and behalf of all holders of the Company’s stock~~ (~~excluding~~ the ~~named~~“Merger ~~defendants and their affiliates~~Agreement”)~~. The complaint alleges~~, ~~among~~between ~~other things, that~~ the ~~directors are in breach of their fiduciary duties to shareholders in connection with the previously announced exploration of strategic alternatives by the Special Committee of the~~ Company ~~and~~, inAP ~~particular,~~AIMCAP inHoldings ~~connection with a letter received from Corporex Companies~~LLC (“Purchaser”), ~~Inc.,~~AP anAIMCAP ~~affiliate of William P. Butler~~Corporation, ~~the Chairman of the Company, regarding~~ a ~~potential acquisition~~wholly-owned ofsubsidiary ~~the outstanding common stock~~ of ~~the~~Purchaser ~~Company~~(“Merger ~~not~~Sub”), ~~currently~~and ~~owned~~EHP byOperating ~~Corporex~~Partnership ~~or its affiliates~~L. ~~The complaint seeks~~P., ~~among other things, unspecified damages on behalf of~~ the Company~~, including attorneys~~’s ~~fees,~~operating ~~costs~~partnership ~~and expenses, and injunctive relief against~~ (the ~~Company from consummating any buyout between the Company and Corporex~~“Partnership”).

~~The~~In ~~Company~~furtherance ~~and~~of the ~~directors believe~~Merger ~~that~~Agreement ~~the~~and ~~allegations~~at in the ~~complaint~~request ~~are~~of ~~without merit and intend to vigorously defend themselves in this matter. As previously announced~~Purchaser, ~~the~~on ~~Special Committee has instructed Morgan Stanley~~May 25, ~~its financial advisor~~2007, ~~to continue to solicit indications of interest with respect to a possible sale of~~ the Company. ~~The~~sent ~~Special~~written ~~Committee~~notices ~~will~~to ~~review~~terminate the ~~Corporex~~hotel management ~~letter~~agreements infor the ~~context~~following ofhotels: ~~this process.~~


Hotel	Location	Hotel Managed by
Cincinnati Landmark Marriott	Covington, KY	Commonwealth Hotels, Inc.
Hilton Cincinnati Airport	Florence, KY	Commonwealth Hotels, Inc.
Chicago Marriott Southwest at Burr Ridge	Burr Ridge, IL	Commonwealth Hotels, Inc.
Embassy Suites Hotel Cincinnati-RiverCenter	Covington, KY	Commonwealth Hotels, Inc.
Embassy Suites Hotel Columbus/Dublin	Dublin, OH	Commonwealth Hotels, Inc.
Embassy Suites Hotel Cleveland/Rockside	Independence, OH	Commonwealth Hotels, Inc.
Embassy Suites Hotel Denver-International Airport	Denver, CO	Commonwealth Hotels, Inc.
Embassy Suites Hotel Tampa-Airport/Westshore	Tampa, FL	Commonwealth Hotels, Inc.
Embassy Suites Hotel Boston at Logan International Airport	Boston, MA	Prism Hospitality, L.P.

The termination notices are expressly conditioned upon the consummation of the transactions contemplated by the Merger Agreement, and will be effective upon the later of (i) 60 days after receipt of the notice and (ii) the consummation of the transactions contemplated by the Merger Agreement. Each of the management agreements provides for a termination fee payable following the effective date of the termination. Such termination fees will be payable in accordance with the management agreements following the consummation of the transactions contemplated by the Merger Agreement.

William P. Butler, the non-executive Chairman of the Board of Directors of the Company, is also the Chairman of, and the owner of an 85% interest in, Commonwealth Hotels, Inc., the manager with respect to nine of our hotels. A form of the hotel management agreements with Commonwealth Hotels, Inc., was previously filed as Exhibit 10.13 to the Company’s Amendment No. 2 to Form S-11 (Registration No. 333-115213).

Important Additional Information Regarding the Merger

On May 24, 2007, the Company filed with the SEC a preliminary proxy statement in connection with the proposed merger. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT FILED WITH THE SEC AND THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PURCHASER AND THE MERGER. The preliminary proxy statement filed with the SEC, the definitive proxy statement and other relevant materials (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. The definitive proxy statement and other relevant material (when they become available) may also be obtained free of charge by calling the Company’s Investor Relations Department at (859) 581-5900 or on the Company’s website.

Participants in Proxy Solicitation

The Company and its directors, executive officers and other members of its management and employees may be deemed participants in the solicitation of proxies from its shareholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of the Company’s participants in the solicitation, which may be different than those of the Company’s shareholders generally,

by reading the proxy statement relating to the merger, as well as, information included in the Company’s proxy statements and Annual Reports on Form 10-K, previously filed with the SEC.

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 thereunto duly authorized.


EAGLE HOSPITALITY PROPERTIES TRUST, INC.

By:		/s/ J. William Blackham
		J. William Blackham
		President and Chief Executive Officer

Dated: ~~March~~May 731, 2007

Filing Compare · Eagle Hospitality Properties Trust, Inc.