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): May 9, 2001
FELCOR LODGING TRUST INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland 1-14236 72-2541756
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
545 E. John Carpenter Freeway
Suite 1300
Irving, Texas 75062
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 444-4900
(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
On May 10, 2001, FelCor Lodging Trust Incorporated (the "Company")
announced that, on May 9, 2001, it entered into an Agreement and Plan of Merger
(the "Merger Agreement") with MeriStar Hospitality Corporation ("MeriStar").
Pursuant to the Merger Agreement, MeriStar will be merged with and into the
Company. Under the terms of the merger plan, which was approved by the boards of
both companies, holders of MeriStar common shares will receive, for each common
share, $4.60 in cash and 0.784 shares of common stock of the Company. The
Company also will either assume or refinance $1.6 billion in MeriStar debt. A
separate publicly traded company, MeriStar Hotels & Resorts, will continue to
manage the hotels acquired from MeriStar in the merger.
The transaction will also involve the merger of MeriStar's subsidiary
operating limited partnership with and into the Company's subsidiary operating
limited partnership. The holders of common partnership units in MeriStar's
partnership will receive, for each common unit, $4.60 in cash and 0.784 common
partnership units in the Company's partnership. Preferred units in MeriStar's
partnership will receive similar preferred units in the Company's partnership or
a combination of cash and units.
The proposed mergers are subject to shareholder approval and other
customary conditions. The equity portion of the transaction is structured to
qualify as a tax free merger with respect to the share consideration. The
Company will continue to operate as a real estate investment trust. Thomas J.
Corcoran, Jr. will continue as the Company's President and CEO. Paul W. Whetsell
and Stephen D. Jorns, directors of MeriStar, have agreed to join the Company's
Board of Directors. The Company will maintain its existing headquarters
facilities in Irving, Texas.
The merger is expected to close in August of 2001.
The foregoing description is qualified in its entirety by reference to
the complete text of the Merger Agreement, a copy of which is filed as Exhibit
2.1 to this current report on Form 8-K.
Item 7. Financial Statement and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
The following exhibits are furnished in accordance with Item 601 of
Regulation S-K:
Exhibit
Number Description of Exhibit
------- ----------------------
2.1* Agreement and Plan of Merger among FelCor Lodging
Trust Incorporated, FelCor Lodging Limited
Partnership, MeriStar Hospitality Corporation and
MeriStar Hospitality Operating Partnership, L.P.
dated as of May 9, 2001
99.1** Press Release dated May 10, 2001
* Incorporated herein by reference to the Current Report on Form
8-K of MeriStar Hospitality Corporation filed with the
Securities and Exchange Commission on May 10, 2001.
** Incorporated herein by reference to the Form 425 of FelCor
Lodging Trust Incorporated filed with the Securities and
Exchange Commission on May 10, 2001.
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.
FELCOR LODGING TRUST INCORPORATED
Date: May 11, 2001 By: /s/ Lawrence D. Robinson
-----------------------------------
Lawrence D. Robinson
Executive Vice President,
General Counsel and Secretary
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
------- ----------------------
2.1* Agreement and Plan of Merger among FelCor Lodging Trust
Incorporated, FelCor Lodging Limited Partnership, MeriStar
Hospitality Corporation and MeriStar Hospitality Operating
Partnership, L.P. dated as of May 9, 2001
99.1** Press Release dated May 10, 2001
* Incorporated herein by reference to the Current Report on Form
8-K of MeriStar Hospitality Corporation filed with the
Securities and Exchange Commission on May 10, 2001.
** Incorporated herein by reference to the Form 425 of FelCor
Lodging Trust Incorporated filed with the Securities and
Exchange Commission on May 10, 2001.