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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): JUNE 4, 2001
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)
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On June 4, 2001, FelCor Lodging Limited Partnership ("FelCor LP"), the
subsidiary operating partnership of FelCor Lodging Trust Incorporated
("FelCor"), completed the private placement of 8 1/2% senior notes due 2011 (the
"Notes") in the aggregate principal amount of $600 million, which resulted in
net proceeds of approximately $586 million. The Notes were issued by FelCor LP
and are guaranteed on an unsecured basis by FelCor and certain subsidiaries of
FelCor and FelCor LP. Pending use to finance in part the merger with MeriStar
Hospitality Corporation (the "MeriStar merger"), $316 million of the proceeds of
the Notes were placed in a restricted proceeds account to fund a special
redemption described below. If the MeriStar merger is not closed on or prior to
November 30, 2001 or the merger agreement relating to the MeriStar merger is
terminated earlier, the funds in the restricted proceeds account will be used to
redeem $300 million aggregate principal amount of the Notes at a redemption
price equal to 101% of their principal amount, plus accrued interest to the date
of redemption. Pursuant to the restricted proceeds agreement, the funds in the
restricted proceeds account will be released to FelCor LP to pay a portion of
the purchase price for the MeriStar merger and to pay related fees and expenses
upon receipt by the escrow agent of an officer's certificate that states all
necessary conditions to closing of the MeriStar merger have been satisfied or
waived. The balance of the net proceeds of the Notes were used to repay
approximately $62 million in mortgage debt and approximately $208 million of
indebtedness outstanding under FelCor's line of credit.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.9 Indenture dated as of June 4, 2001 by and among
FelCor LP, FelCor, the Subsidiary Guarantors named
therein and SunTrust Bank, as trustee.
10.29 Registration Rights Agreement dated as of June 4,
2001, by and amount FelCor LP, FelCor, and Deutsche
Banc Alex. Brown Inc., in its individual capacity and
on behalf of J.P. Morgan Securities Inc., Banc of
America Securities LLC, Salomon Smith Barney Inc.,
Morgan Stanley & Co. Incorporated, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, SG Cowen
Securities Corporation, Credit Lyonnais Securities
(USA) Inc., Scotia Capital (USA) Inc., BMO Nesbitt
Burns Corp., Fleet Securities, Inc., PNC Capital
Markets, Inc. and Wells Fargo Brokerage Services,
LLC.
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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: June 14, 2001 By: /s/ LAWRENCE D. ROBINSON
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Lawrence D. Robinson
Executive Vice President, General
Counsel and Secretary
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.9 Indenture dated as of June 4, 2001 by and among
FelCor LP, FelCor, the Subsidiary Guarantors named
therein and SunTrust Bank, as trustee.
10.29 Registration Rights Agreement dated as of June 4,
2001, by and amount FelCor LP, FelCor, and Deutsche
Banc Alex. Brown Inc., in its individual capacity and
on behalf of J.P. Morgan Securities Inc., Banc of
America Securities LLC, Salomon Smith Barney Inc.,
Morgan Stanley & Co. Incorporated, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, SG Cowen
Securities Corporation, Credit Lyonnais Securities
(USA) Inc., Scotia Capital (USA) Inc., BMO Nesbitt
Burns Corp., Fleet Securities, Inc., PNC Capital
Markets, Inc. and Wells Fargo Brokerage Services,
LLC.
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