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): March 30, 2004
FelCor Lodging Trust Incorporated
(Exact name of registrant as specified in its charter)
Maryland 1-14236 72-2541756
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
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)
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Item 5. Other Events and Regulation FD Disclosure
On March 30, 2004, FelCor Lodging Trust Incorporated, or the Company,
entered into an Underwriting Agreement with Citigroup Global Markets Inc., Bear,
Stearns & Co. Inc., Deutsche Bank Securities Inc. and Legg Mason Wood Walker,
Incorporated, or, collectively, the Underwriters. Pursuant to the Underwriting
Agreement, the Company has agreed to issue an aggregate of 4,000,000 shares of
$1.95 Series A Cumulative Convertible Preferred Stock, par value $0.01 per
share, or Series A Preferred Stock, of the Company. The Company also granted the
Underwriters a 30-day option to purchase an additional 600,000 shares of Series
A Preferred Stock to cover over-allotments, which the Underwriters exercised in
full on April 1, 2004. The sale of the shares of Series A Preferred Stock,
including the over-allotment shares, was completed on April 5, 2004.
Each share of Series A Preferred Stock is entitled to a liquidation
preference of $25 per share. Additionally, each share of Series A Preferred
Stock may be converted at any time, unless previously redeemed, at the option of
the holder into shares of Company common stock at a conversion price of $32.25
per share of Company common stock (equivalent to a conversion rate of 0.7752
shares of common stock for each share of Series A Preferred Stock), subject to
adjustment in certain circumstances. Further, if shares of common stock of the
Company trade at or above the conversion price of $32.25 for a specified period
of time, the Company may redeem the Series A Preferred Stock, in whole or in
part, for shares of Company common stock at the conversion rate of 0.7752 shares
of Company common stock or for cash in an amount equal to the aggregate market
value of that number of shares of Company common stock.
This current report on Form 8-K is being filed for the purpose of
setting forth certain exhibits in connection with the issuance of the Series A
Preferred Stock.
Item 7. Financial Statements 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 the provisions
of Item 601 of Regulation S-K:
Exhibit
Number Description of Exhibit
1.1 Underwriting Agreement, dated as of March
30, 2004, by and among the Company,
Citigroup Global Markets Inc., Bear, Stearns
& Co. Inc., Deutsche Bank Securities Inc.
and Legg Mason Wood Walker, Incorporated.
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3.1.3 Articles Supplementary of the Company
designating the additional shares of $1.95
Series A Cumulative Convertible Preferred
Stock filed April 2, 2004.
10.1.4 Fourth Amendment to Second Amended and
Restated Agreement of Limited Partnership of
FelCor Lodging Limited Partnership, dated as
of April 2, 2004.
12.1 Computation of ratio of earnings to combined
fixed charges and preferred stock dividends.
99.1 Press release issued by the Company on March
29, 2004, announcing the commencement of the
offering of Series A Preferred Stock.
99.2 Press release issued by the Company on March
31, 2004, announcing the pricing of the
Series A Preferred Stock being offered.
99.3 Press release issued by the Company on April
5, 2004, announcing the closing of the
Series A Preferred Stock offering.
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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 5, 2004 By: /s/ Lawrence D. Robinson
-------------------------------------
Name: Lawrence D. Robinson
Title: Executive Vice President,
General Counsel
and Secretary
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
1.1 Underwriting Agreement, dated as of March
30, 2004, by and among the Company,
Citigroup Global Markets Inc., Bear, Stearns
& Co. Inc., Deutsche Bank Securities Inc.
and Legg Mason Wood Walker, Incorporated.
3.1.3 Articles Supplementary of the Company
designating the additional shares of $1.95
Series A Cumulative Convertible Preferred
Stock filed April 2, 2004.
10.1.4 Fourth Amendment to Second Amended and
Restated Agreement of Limited Partnership of
FelCor Lodging Limited Partnership, dated as
of April 2, 2004.
12.1 Computation of ratio of earnings to combined
fixed charges and preferred stock dividends.
99.1 Press release issued by the Company on March
29, 2004, announcing the commencement of the
offering of Series A Preferred Stock.
99.2 Press release issued by the Company on March
31, 2004, announcing the pricing of the
Series A Preferred Stock being offered.
99.3 Press release issued by the Company on April
5, 2004, announcing the closing of the
Series A Preferred Stock offering.