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): September 21, 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)
Item 5. Other Events and Regulation FD Disclosure
FelCor Lodging Trust Incorporated, a Maryland corporation ("FelCor"),
and FelCor Lodging Limited Partnership, a Delaware limited partnership ("FelCor
OP"), entered into an Agreement and Plan of Merger, dated as of May 9, 2001 (the
"Merger Agreement") with MeriStar Hospitality Corporation, a Maryland
corporation ("MeriStar"), and MeriStar Hospitality Operating Partnership, L.P.,
a Delaware limited partnership ("MeriStar OP"). On August 16, 2001, FelCor,
FelCor OP, MeriStar and MeriStar OP entered into a First Amendment (the "First
Amendment") to the Merger Agreement and added FelCor Mergesub, L.L.C., a
Delaware limited liability company ("FelCor Mergesub"), as a party to the Merger
Agreement. FelCor, FelCor OP, FelCor Mergesub, MeriStar, and MeriStar OP have
agreed to terminate the Merger Agreement and their merger plans in accordance
with the terms of a Termination Agreement dated September 21, 2001 (the
"Termination Agreement"), which is attached to this report as Exhibit 2.1.
FelCor and MeriStar have issued a press release dated as of September 21, 2001
relating to the Termination Agreement, which is attached to this report as
Exhibit 99.1.
In accordance with the requirements of the indenture governing FelCor's
outstanding $600 million in 8-1/2% Senior Notes Due 2011, FelCor plans to redeem
$300 million in principal amount of these Notes. The redemption price will be at
101% of the principal amount being redeemed plus accrued interest. This
redemption is required as a result of the termination of FelCor's merger with
MeriStar Hospitality Corporation. These notes were issued by FelCor on June 4,
2001 in anticipation of the merger. Since that time, FelCor has held $316
million of the net proceeds from the sale of the notes in a restricted proceeds
account to fund this special redemption.
In its Form 10-K annual report for the year ended December 31, 2000,
FelCor published a description of various cautionary factors that may affect its
future results of operations. As a result of developments since the terrorist
attacks on September 11, 2001, FelCor has determined to supplement those
cautionary factors with the following:
The terrorist attacks in New York City and Washington, D.C. on
September 11, 2001 have caused a disruption in travel-related businesses in the
United States. Consistent with the rest of the lodging industry, FelCor is
currently experiencing a decline in occupancies due to the decline in travel.
FelCor is unable to predict whether this adverse impact is only temporary or of
more lasting duration. Military actions against terrorists, new terrorist
attacks, actual or threatened, and other political events may cause a lengthy
period of uncertainty that could continue to adversely affect the lodging
industry, including FelCor, as a result of customer reluctance to travel. Even
absent new events that create uncertainty, it may take some period of time for
travel to return to a more normal level.
Item 7. Financial Statement and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
2
Not applicable.
(c) Exhibits.
The following exhibits are furnished in accordance with Item 601 of
Regulation S-K:
Exhibit
Number Description of Exhibit
------- ----------------------
2.1 Termination Agreement among FelCor Lodging Trust
Incorporated, FelCor Lodging Limited Partnership,
FelCor Mergesub, MeriStar Hospitality Corporation
and MeriStar Hospitality Operating Partnership,
L.P. dated as of September 21, 2001
99.1 Press Release dated as of September 21, 2001
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: September 24, 2001 By: /s/ Richard J. O'Brien
---------------------------------
Richard J. O'Brien
Executive Vice President and
Chief Financial Officer
4
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
2.1 Termination Agreement among FelCor Lodging Trust
Incorporated, FelCor Lodging Limited Partnership,
FelCor Mergesub, MeriStar Hospitality Corporation
and MeriStar Hospitality Operating Partnership,
L.P. dated as of September 21, 2001
99.1 Press Release dated as of September 21, 2001