8-K

UNITED STATES

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)      December 2, 2011

SONESTA INTERNATIONAL HOTELS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

New York

(State or Other Jurisdiction of Incorporation)

0-9032	13-5648107
(Commission File Number)	(IRS Employer Identification No.)
116 Huntington Avenue Boston, Massachusetts	02116
(Address of Principal Executive Offices)	(Zip Code)

(617) 421-5400

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

This Current Report on Form 8-K (the “Current Report”) is being filed to disclose certain information regarding litigation related to the proposed transaction (the “Transaction”) contemplated by the previously announced Agreement and Plan of Merger, dated as of November 2, 2011, by and among Sonesta Acquisition Corp. (f/k/a Property Acquisition Corp.), a Maryland corporation (“Parent”), PAC Merger Corp., a New York corporation and a wholly owned subsidiary of Parent, and Sonesta International Hotels Corporation, a New York corporation (the “Company”).

On December 2, 2011 the Company filed with the U.S. Securities and Exchange Commission a supplement (the “Proxy Supplement No. 2”) to the proxy statement, dated November 21, 2011, as supplemented by the proxy supplement dated December 1, 2011.  The full text of the Proxy Supplement No. 2 is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Proxy Supplement No. 2, dated December 2, 2011 to the Proxy Statement, dated November 21, 2011, as supplemented by the proxy supplement dated December 1, 2011

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.  

	SONESTA INTERNATIONAL HOTELS CORPORATION
Date: December 2, 2011	By:	/s/ Boy van Riel
		Name:  Boy van Riel
		Title:    Vice President and Treasurer
		(Authorized to sign on behalf of the Registrant as Principal Financial Officer)

EXHIBIT INDEX

Exhibit Number Description

99.1 Proxy Supplement No. 2, dated December 2, 2011 to the Proxy Statement, dated November 21, 2011, as supplemented by the proxy supplement dated December 1, 2011

EX-99.1

Exhibit 99.1

Sonesta International Hotels Corporation

116 Huntington Avenue, Floor 9

Boston, MA 02116

PROXY SUPPLEMENT, DATED DECEMBER 2, 2011

TO

PROXY STATEMENT, DATED NOVEMBER 21, 2011, AS SUPPLEMENTED DECEMBER 1, 2011

This Proxy Supplement updates the information contained in the Proxy Statement, dated November 21, 2011 (the “Proxy Statement”), as supplemented by the proxy supplement dated December 1, 2011 (the “Proxy Supplement No.1”), concerning a special meeting of the stockholders of Sonesta International Hotels Corporation, a New York corporation (“Sonesta”), to be held on Wednesday, December 28, 2011, at 9:00 a.m., local time, at Sonesta’s corporate offices at 116 Huntington Avenue, Floor 9, Boston, Massachusetts 02116, to consider and vote on, among other things, a proposal to adopt the Agreement and Plan of Merger, as such agreement may be amended from time to time (the “Merger Agreement”), dated as of November 2, 2011, by and among Sonesta, Sonesta Acquisition Corp. (f/k/a Property Acquisition Corp.) (“Parent”) and PAC Merger Corp., a wholly-owned subsidiary of Parent (“Merger Sub”). Under the terms of the Merger Agreement, Merger Sub will merge with and into Sonesta and the separate corporate existence of Merger Sub will cease and Sonesta will be the surviving corporation.

SUPPLEMENTAL DISCLOSURE

This supplemental disclosure should be read in conjunction with the Proxy Statement and the Proxy Supplement No. 1.

On December 1, 2011, a putative class action complaint captioned GAMCO Investors, Inc. v. Peter Sonnabend, et al., Index No. 653328/2011 was filed in the New York Supreme Court, New York County, Commercial Division against Sonesta, each member of Sonesta's Board of Directors, Hospitality Properties Trust, Parent and Merger Sub. The action was filed by a purported stockholder of Sonesta, on its own and on behalf of a putative class of Sonesta stockholders. The complaint makes similar allegations to those alleged in the Broadbased Fund action and seeks a judgment requiring Sonesta to make corrective disclosures, awarding the plaintiff and class compensatory and/or rescissory damages, and an award of all costs and disbursements of the action, including reasonable attorneys' fees.