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) January 25, 2005
-------------------------------
FelCor Lodging Trust Incorporated
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 001-14236 75-2541756
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
545 E. John Carpenter Frwy., 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.)
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 January 25, 2005, the Board of Directors of FelCor Lodging Trust
Incorporated, or the Company, increased the size of the Board of Directors of
the Company from nine to ten members and appointed David C. Kloeppel as a Class
II director. In conjunction with Mr. Kloeppel's appointment, Robert H. Lutz, Jr.
resigned from the Audit Committee of the Board of Directors of the Company and
Mr. Kloeppel was appointed serve as an independent director on the Audit
Committee.
Mr. Kloeppel is currently the Executive Vice President and Chief Financial
Officer of Gaylord Entertainment Company, or Gaylord. Prior to joining Gaylord
in September 2001, Mr. Kloeppel worked in the Mergers and Acquisitions
Department at Deutsche Bank in New York, where he was responsible for that
department's activities in the lodging, leisure and real estate sectors.
Michael D. Rose, a director of the Company, is the Chairman of the Board of
Gaylord. Except as set forth in the previous sentence, Mr. Kloeppel is not a
party to any arrangement or understanding with any person pursuant to which he
was appointed as a director, nor is Mr. Kloeppel a party to any transaction, or
series of transactions, required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Section 9 - Financial Statements and Exhibits
Item 9.01 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 issued by the Company on January 27, 2005,
announcing the appointment of David C. Kloeppel as a
member of the Board of Directors of the Company.
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: January 28, 2005 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 issued by the Company on January 27, 2005,
announcing the appointment of David C. Kloeppel as a
member of the Board of Directors of the Company.
EXHIBIT 99.1
[GRAPHIC OMITTED]
For Immediate Release:
FELCOR APPOINTS DAVID C. KLOEPPEL TO THE BOARD OF DIRECTORS
IRVING, Texas...January 27, 2005 - FelCor Lodging Trust Incorporated (NYSE:
FCH), the nation's second largest public hotel real estate investment trust
(REIT), today announced that its Board of Directors has been increased from nine
to 10 members and that David C. Kloeppel has been elected by the Board of
Directors to fill the newly created vacancy. Mr. Kloeppel will stand for
election by the Shareholders at FelCor's 2005 annual meeting. He brings
extensive hotel and investment banking experience to FelCor's Board.
Mr. Kloeppel is Executive Vice President and Chief Financial Officer of
Gaylord Entertainment Company, a publicly traded lodging and entertainment
company focused on specialty niches in hospitality and entertainment. Prior to
joining Gaylord in September 2001, Mr. Kloeppel worked in the Mergers and
Acquisitions department at Deutsche Bank in New York, where he was responsible
for that department's activities in the lodging, leisure and real estate
sectors.
"We're extremely pleased to have David join our board. His expertise,
visionary leadership and proven track record will be beneficial to FelCor," said
Thomas J. Corcoran, Jr., FelCor's President & CEO. "David is a respected lodging
and banking expert and, together with FelCor's other board members, will chart
the Company's course in the coming years."
Mr. Kloeppel attended the Owen Graduate School of Management at Vanderbilt
University where he received a Master of Business Administration in addition to
a Bachelor of Science degree from Vanderbilt University.
FelCor is the nation's second largest public hotel REIT and the nation's
largest owner of full service, all-suite hotels. FelCor's portfolio is comprised
of 143 hotels, located in 31 states and Canada. FelCor owns 69 full service,
all-suite hotels, and is the largest owner of Embassy Suites Hotels(R) and
Doubletree Guest Suites(R) hotels. FelCor's portfolio also includes 65 hotels in
the upscale and full service segments. FelCor has a current market
capitalization of approximately $3.1 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 that are qualified by cautionary statements contained
herein and in FelCor's filings with the Securities and Exchange Commission.
Contact:
Thomas J. Corcoran,
President and CEO (972) 444-4901 tcorcoran@felcor.com
Monica L. Hildebrand,
Vice President of Communications (972) 444-4917 mhildebrand@felcor.com
###