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): April 1, 2002
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 April 1, 2002, FelCor Lodging Trust Incorporated (the "Company")
entered into a Placement Agency Agreement with Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated (the "Placement Agent"), and three
separate purchase agreements (the "Purchase Agreements") with the prospective
purchasers of the Company's Depositary Shares (as defined below). Pursuant to
the Placement Agency Agreement and the Purchase Agreements, the Company has
agreed to issue an aggregate of 1,025,800 depositary shares (the "Depositary
Shares"), each representing 1/100th of a share of 9% Series B Cumulative
Redeemable Preferred Stock, par value $.01 per share ("Series B Preferred
Stock"), of the Company. Each share of Series B Preferred Stock is entitled to a
liquidation preference of $2,500 per share (equivalent to $25 per Depositary
Share). This report is being filed for the purpose of setting forth certain
exhibits in connection with the issuance of the Depositary Shares and Series B
Preferred Stock.
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
3.1.2 Articles Supplementary of the Company designating
the additional shares of 9% Series B Cumulative
Redeemable Preferred Stock filed April 2, 2002
4.4.1 Supplement and Amendment to Deposit Agreement
among the Company, Sun Trust Bank (the
"Depositary"), and the holders
10.1.1 First Amendment to Second Amended and Restated
Agreement of Limited Partnership of FelCor Lodging
Limited Partnership
12.1 Computation of ratio of earnings to combined fixed
charges and preferred stock dividends
99.1 Placement Agency Agreement dated April 1, 2002
among the Company and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated
99.2 Form of Purchase Agreement between the Company and
the purchasers of the Depositary Shares
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: April 4, 2002 By: /s/ Lawrence D. Robinson
--------------------------------------
Name: Lawrence D. Robinson
Title: Executive Vice President
and General Counsel
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
3.1.2 Articles Supplementary of the Company designating
the additional shares of 9% Series B Cumulative
Redeemable Preferred Stock filed April 2, 2002
4.4.1 Supplement and Amendment to Deposit Agreement
among the Company, Sun Trust Bank (the
"Depositary"), and the holders
10.1.1 First Amendment to Second Amended and Restated
Agreement of Limited Partnership of FelCor Lodging
Limited Partnership
12.1 Computation of ratio of earnings to combined fixed
charges and preferred stock dividends
99.1 Placement Agency Agreement dated April 1, 2002
among the Company and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated
99.2 Form of Purchase Agreement between the Company and
the purchasers of the Depositary Shares