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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-63332
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 11, 2001)
FELCOR LODGING LIMITED PARTNERSHIP
OFFER TO EXCHANGE ALL OUTSTANDING 8 1/2% SENIOR NOTES DUE 2011
FOR REGISTERED 8 1/2% SENIOR NOTES DUE 2011
This document supplements the prospectus dated September 11, 2001 of
FelCor Lodging Limited Partnership, or FelCor LP, relating to the offer to
exchange all of its outstanding 8 1/2% Senior Notes due 2011, or Old Notes, for
new 8 1/2% Senior Notes due 2011, or New Notes, that have been registered under
the Securities Act of 1933.
You should read this prospectus supplement in conjunction with the
prospectus dated September 11, 2001. This prospectus supplement is qualified by
reference to the prospectus dated September 11, 2001, except to the extent that
the information contained in this prospectus supplement supersedes the
information contained in the September 11, 2001 prospectus.
In connection with the issuance of the Old Notes on June 4, 2001,
FelCor LP placed approximately $316 million of the net proceeds from the sale of
the Old Notes in a restricted proceeds account. Under the restricted proceeds
agreement, these funds were to be held for the payment of (a) a portion of the
purchase price for the MeriStar merger, described below, and related fees and
expenses, or (b) the redemption price in connection with a special mandatory
redemption of the Old Notes.
On September 21, 2001, the merger of FelCor Lodging Trust Incorporated,
a Maryland corporation and the sole general partner of FelCor LP, or FelCor,
with and into MeriStar Hospitality Corporation, or MeriStar, pursuant to that
Agreement and Plan of Merger, as amended, originally entered into as of May 9,
2001, was terminated in accordance with terms of that Agreement and Plan of
Merger. As a result, FelCor LP is required, pursuant to the Indenture dated as
of June 4, 2001, governing the Old Notes and the New Notes, to conduct a special
mandatory redemption of $300,000,000 aggregate principal amount of the Old Notes
at a redemption price of 101% of the principal amount of the Old Notes to be
redeemed plus accrued interest to the redemption date. FelCor LP has selected
October 5, 2001 as the redemption date and all interest accruing on the Old
Notes will cease to accrue on that date. The funds in the restricted proceeds
account are sufficient and will be utilized to effect this redemption.
In accordance with the terms of the Indenture governing the Notes, the
Trustee shall select the Old Notes to be redeemed on a pro rata basis or on as
nearly pro rata basis as practicable, as follows:
<Table>
<Caption>
NOTE CUSIP NO. AMOUNT TO BE REDEEMED
---- -------- ---------------------
R-1 31430Q AJ 6 $ 250,000,000
R-2 31430Q AJ 6 $ 48,538,000
S-1 U31522 AE 2 $ 1,462,000
</Table>
Since the Old Notes are evidenced only by book-entry on the records of
The Depository Trust Company, or DTC, as Custodian, payment of the principal
amount redeemed will be paid without presentation of the Old Notes. DTC will
record the payment and reduction in the principal amount of the Old Notes on
October 5, 2001. DTC will select the accounts of its participants holding
positions in the Notes for reduction on a random basis in accordance with its
standard procedures. Those holding a beneficial interest in the Notes should
consult the financial institution through which their Notes are being held to
determine the principal amount of such holder's beneficial interest which will
be subject to the redemption.
The exchange offer being made by the prospectus dated September 11,
2001 will continue as to the remaining $300,000,000 aggregate unredeemed
principal amount of the Old Notes, and all of the terms of the exchange offer,
as set forth in prospectus, will continue in full force and effect.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 26, 2001.