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 17, 2004
FELCOR LODGING LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 333-39595 75-2544994
(State or other jurisdiction (Commission File Number) (IRS Employer
of 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
This current report on Form 8-K is being filed for the purpose of setting
forth certain exhibits.
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
99.1 Press Release, dated May 17, 2004, related to
the pricing of FelCor Lodging Limited
Partnership's Senior Unsecured Notes
Offering.
99.2 Press Release, dated May 17, 2004, related to
the amendment to FelCor Lodging Limited
Partnership's tender offer for its 9 1/2%
Senior Notes due 2008.
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 LIMITED PARTNERSHIP
Date: May 21, 2004 By: FelCor Lodging Trust Incorporated,
its general partner
By: /s/ Lawrence D. Robinson
Name: Lawrence D. Robinson
Title: Executive Vice President,
General Counsel and
Secretary
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
99.1 Press Release, dated May 17, 2004, related
to the pricing of FelCor Lodging Limited
Partnership's Senior Unsecured Notes
Offering.
99.2 Press Release, dated May 17, 2004, related
to the amendment to FelCor Lodging Limited
Partnership's tender offer for its 9-1/2%
Senior Notes due 2008.
Exhibit 99.1
FelCor Lodging Trust Incorporated
545 E. John Carpenter Freeway, Suite 1300
Irving, Texas 75062-3933
P 972.444.4900 F 972.444.4949
www.felcor.com NYSE: FCH
For Immediate Release:
FELCOR PRICES SENIOR UNSECURED NOTES OFFERING
IRVING, Texas...May 17, 2004 - FelCor Lodging Trust Incorporated
(NYSE: FCH), the nation's second largest lodging real estate investment
trust (REIT), and its subsidiary FelCor Lodging Limited Partnership (FelCor
LP), today announced that FelCor LP has agreed to issue and sell, subject
to certain conditions, $175 million in aggregate principal amount of senior
floating rate notes due 2011 in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act") and to persons outside the United
States under Regulation S of the Securities Act. The notes will be sold at
par, less a sales discount, will bear interest, adjusted semi-annually, at
the six-month LIBOR rate plus 4.25% and will become callable on or after
December 1, 2006.
The proceeds of the sale of the notes and a portion of FelCor's
current excess cash will be used to fund an amended offer to purchase up to
$275 million aggregate principal amount of FelCor LP's outstanding 9 1/2%
senior notes due 2008 (Cusip No. 31430Q AG 2). The purpose of the offering
and the related tender offer is to improve FelCor's financial leverage,
reduce interest expense and extend debt maturities. To the extent that less
than $175 million aggregate principal amount of 9 1/2% senior notes due
2008 are tendered, FelCor LP may not complete the offer and sale of the
senior floating rate notes.
The notes to be offered by FelCor LP will not be registered under the
Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase these securities, and shall not
constitute an offer, solicitation or sale in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful. This press
release is being issued pursuant to and in accordance with Rule 135c under
the Securities Act.
FelCor is the nation's second largest lodging REIT and the largest
owner of full service, all-suite hotels. FelCor's consolidated portfolio is
comprised of 155 hotels, located in 33 states and Canada. FelCor owns 71
upscale, all-suite hotels, and is the owner of the largest number of
Embassy Suites Hotels(R) and Doubletree Guest Suites(R) hotels in the U.S.
FelCor's portfolio also includes 73 hotels in the upscale and full service
segments. FelCor has a current market capitalization of approximately $3.0
billion. Additional information can be found on the Company's Web site at
www.felcor.com.
With the exception of historical information, the matters discussed in
this news release include "forward looking statements" within the meaning
of the federal securities laws. Forward looking statements are not
guarantees of future performance. Numerous risks and uncertainties, and the
occurrence of future events, may cause actual results to differ materially
from those currently anticipated. Certain of these risks and uncertainties
are described in our filings with the Securities and Exchange Commission.
Although we believe our current expectations to be based upon reasonable
assumptions, we can give no assurance that our expectations will be
attained or that actual results will not differ materially.
Contact:
Andrew J. Welch, Senior Vice President and Treasurer
(972) 444-4982 awelch@felcor.com
Monica L. Hildebrand, Vice President of Communications
(972) 444-4917 mhildebrand@felcor.com
Stephen A. Schafer, Vice President of Investor Relations
(972) 444-4912 sschafer@felcor.com
###
Exhibit 99.2
FelCor Lodging Trust Incorporated
545 E. John Carpenter Freeway, Suite 1300
Irving, Texas 75062-3933
P 972.444.4900 F 972.444.4949
www.felcor.com NYSE: FCH
For Immediate Release:
FELCOR AMENDS TENDER OFFER FOR ITS
9-1/2% SENIOR NOTES DUE 2008
IRVING, Texas...May 17, 2004 -- FelCor Lodging Trust Incorporated
(NYSE: FCH), the nation's second largest lodging real estate investment
trust (REIT), and its subsidiary FelCor Lodging Limited Partnership (FelCor
LP), today announced that FelCor LP is amending its cash tender offer,
initially announced on May 11, 2004, to reduce the amount it is willing to
purchase from $475 million to $275 million in aggregate principal amount of
FelCor LP's outstanding 9 1/2% senior notes due 2008 (Cusip No. 31430Q AG
2), which currently bear interest at a rate of 10% per annum. FelCor
intends to fund the tender offer with the net proceeds from a private
placement of $175 million aggregate principal amount of senior floating
rate notes due 2011, and its excess cash. The tender offer is conditioned
upon the valid tender of at least $175 million aggregate principal amount
of 9 1/2% senior notes due 2008 on or prior to the early tender date, which
is Monday, May 24, 2004, and other general conditions.
Tendering holders who validly tender their notes by the early tender
date, will receive the total consideration of $1,072.05 per $1,000
principal amount of the 9 1/2% senior notes due 2008. The total
consideration includes an early tender premium of $20.00 per $1,000
principal amount of 9 1/2% senior notes due 2008. Holders who validly
tender their notes after the early tender date and on or prior to the
expiration of the tender offer on June 8, 2004, will only receive the
tender consideration of $1,052.05 per $1,000 principal amount and will not
receive the early tender premium.
The early tender date will expire at 5:00 p.m. New York City time, on
Monday, May 24, 2004, and the tender offer will expire at 12:00 midnight,
New York City time, on Tuesday, June 8, 2004, in each case unless extended
or earlier terminated by the Company.
Copies of the tender offer materials can be obtained by contacting
MacKenzie Partners, Inc., the Information Agent for the tender offer, at
(212) 929-5500 (collect) and (800) 322-2885 (toll free).
Deutsche Bank Securities Inc. is acting as Dealer Manager for the
tender offer. Questions concerning the tender offer may be directed to
Deutsche Bank Securities Inc. at (212) 250-4270.
This press release is not an offer to purchase nor a solicitation of
acceptance of the offer to purchase, which may be made only pursuant to the
terms of the offer to purchase and related letter of transmittal. Those
documents should be consulted for additional information regarding delivery
procedures and the conditions for the tender offer.
-more-
FelCor Commences Tender Offer
May 17, 2004
Page 2
FelCor is the nation's second largest lodging REIT and the largest
owner of full service, all-suite hotels. FelCor's consolidated portfolio is
comprised of 155 hotels, located in 33 states and Canada. FelCor owns 71
upscale, all-suite hotels, and is the owner of the largest number of
Embassy Suites Hotels(R) and Doubletree Guest Suites(R) hotels in the U.S.
FelCor's portfolio also includes 73 hotels in the upscale and full service
segments. FelCor has a current market capitalization of approximately $3.0
billion. Additional information can be found on the Company's Web site at
www.felcor.com.
With the exception of historical information, the matters discussed in
this news release include "forward looking statements" within the meaning
of the federal securities laws. Forward looking statements are not
guarantees of future performance. Numerous risks and uncertainties, and the
occurrence of future events, may cause actual results to differ materially
from those currently anticipated. Certain of these risks and uncertainties
are described in our filings with the Securities and Exchange Commission.
Although we believe our current expectations are based upon reasonable
assumptions, we can give no assurance that our expectations will be
attained or that actual results will not differ materially.
Contact:
Andrew J. Welch, Senior Vice President and Treasurer
(972) 444-4982 awelch@felcor.com
Monica L. Hildebrand, Vice President of Communications
(972) 444-4917 mhildebrand@felcor.com
Stephen A. Schafer, Vice President of Investor Relations
(972) 444-4912 sschafer@felcor.com
###