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) October 27, 2004
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FelCor Lodging Trust Incorporated
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(Exact name of registrant as specified in its charter)
Maryland 001-14236 75-2541756
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
545 E. John Carpenter Frwy., Suite 1300
Irving, Texas 75062
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 444-4900
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(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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On October 27, 2004, Richard C. North resigned from his position as a Class
II director of the board of directors of FelCor Lodging Trust Incorporated, or
FelCor.
In connection with Mr. North's resignation, the board of directors of
FelCor approved a reduction in the number of its directors from ten to nine.
Additionally, in order to make the number of directors in each class as equal as
possible after giving effect to Mr. North's resignation, the board of directors
of FelCor reclassified Michael D. Rose from a Class I director to a Class II
director, with his consent. The terms of Class I directors and Class II
directors expire at the annual meetings of stockholders to be held in 2007 and
2005, respectively.
As a result of these actions, FelCor's nine-member board of directors is
equally divided among its three classes.
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: November 1, 2004 By: /s/ LAWRENCE D. ROBINSON
Name: Lawrence D. Robinson
Title: Executive Vice President,
General Counsel and
Secretary