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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): JULY 11, 1997 (June 30, 1997)
FELCOR SUITE HOTELS, INC.
(Exact name of registrant specified in its charter)
MARYLAND 0-24250 72-2541756
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
This Current Report on Form 8-K is filed to report the purchase of
five hotels from ITT Sheraton Corporation, an unrelated party, on June 30, 1997
by FelCor Suites Limited Partnership (the "Partnership"), of which FelCor Suite
Hotels, Inc. (the "Company") is the sole general partner. The aggregate
purchase price for the five hotels was $200 million. These funds were provided
from a public offering of the Company's Common Stock, as further described
below.
Upon their acquisition, each of the five hotels was leased to FCH/SH
Leasing, L.L.C. (the "Lessee") pursuant to a percentage lease that is
substantially similar to the Partnership's other hotel leases. The hotels will
continue to be operated as Sheraton(R) hotels, and the Lessee has engaged an
affiliate of ITT Sheraton Corporation to manage such hotels on its behalf and
under its supervision.
The following sets forth a brief description of each of the five
hotels purchased:
Atlanta (Airport), Georgia . . . . . . . This 12-story, 395-room Sheraton
Gateway hotel is located near
Hartsfield International Airport in
Atlanta, Georgia and was opened in
1986. This hotel is attached to the
Georgia International Convention
Center.
Atlanta (Galleria), Georgia . . . . . . . This 17-story, 278-suite Sheraton
Suites hotel is located adjacent to
the Cumberland Mall and Cobb
Galleria Convention Centre in
Atlanta, Georgia. The hotel opened
in 1990.
Chicago (O'Hare Airport), Illinois . . . This 11-story, 297-suite Sheraton
Suites Hotel is located in Rosemont,
Illinois near Chicago's O'Hare
International Airport. The hotel
opened in 1986.
Dallas, (Park Central), Texas . . . . . . This 20-story, 545 room Sheraton
hotel is located near the
intersection of I-635 and U.S. 75 in
Dallas, Texas. The hotel opened in
1983 and offers 28 meeting rooms with
an aggregate of approximately 28,000
sq. ft. of meeting space. The Grand
Ballroom will accommodate up to 2,000
guests.
Phoenix (Crescent), Arizona . . . . . . . This eight-story, 342-room Sheraton
Crescent hotel is located adjacent to
Metrocenter, one of Arizona's largest
shopping and entertainment complexes,
in Phoenix, Arizona. The hotel opened
in 1986. This hotel offers 17
meeting rooms with an aggregate of
approximately 28,000 sq. ft. of
meeting space and can accommodate
groups of up to 1,000.
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The purchase price of these five hotels was funded primarily from the
net proceeds of the Company's underwritten public offering of 10,200,000 shares
of its Common Stock pursuant to its Prospectus Supplement dated June 24, 1997
to Prospectus dated May 14, 1997. The shares were sold at a price to the
public of $35.625 per share, resulting in net proceeds to the Company of
approximately $354 million. The net proceeds from the public offering,
exclusive of approximately $41.7 million used to repurchase 1.2 million
previously outstanding shares of Common Stock, were contributed by the Company
to the Partnership in exchange for additional units of general partner interest
in the Partnership. Of the 10,200,000 shares sold in the public offering,
8,160,000 were initially offered in the United States and Canada by certain
U.S. Underwriters, for whom Morgan Stanley & Co. Incorporated, Smith Barney
Inc., Alex. Brown & Sons Incorporated, Montgomery Securities, PaineWebber
Incorporated and Salomon Brothers, Inc. acted as U.S. Representatives, and
2,040,000 were initially offered outside the United States and Canada by
certain International Underwriters, for whom Morgan Stanley & Co. International
Limited, Smith Barney Inc., Alex. Brown and Sons Incorporated, Montgomery
Securities, PaineWebber International (U.K.) Ltd. and Salomon Brothers
International Limited acted as International Representatives. A copy of the
Underwriting Agreement relating to such public offering has been filed as an
exhibit to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Pursuant to Item 7(a)(4), the Company hereby reports that it is unable
to provide herewith the required financial statements for the acquisition of
the hotels described in Item 2 above and that it will file such required
financial statements as soon as they are available. The Company expects to
file the required financial statements as an amendment to this Form 8-K as soon
as practicable, but in any event not later than August 29, 1997.
(b) PRO FORMA FINANCIAL INFORMATION.
Pursuant to Item 7(b)(2), the Company hereby reports that it is unable
to provide herewith the required pro forma financial information relative to
the hotels acquired as described in Item 2 above. The Company will provide
such pro forma financial information at the same time it provides the financial
information required by Item 7(a) above.
(c) EXHIBITS.
Exhibit
Number Description of Exhibit
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1 -- Underwriting Agreement dated June 24, 1997, between the
Company and the underwriters named therein.
3.1.2 -- Articles of Amendment dated June 16, 1997.
10.24 -- Contract for Purchase and Sale of Hotels, dated as of
June 5, 1997, by and among ITT Sheraton Corporation,
Sheraton Savannah Corp., Sheraton Peachtree Corp.,
Sheraton Crescent Corp., Sheraton Dallas Corp., Sheraton
Gateway Suites O'Hare Investment Partnership and FelCor
Suites Limited Partnership.
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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.
Dated: July 11, 1997
FELCOR SUITE HOTELS, INC.
By: /s/ Lester C. Johnson
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Lester C. Johnson
Vice President/Controller
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INDEX TO EXHIBITS
Exhibit
Number Description
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1 -- Underwriting Agreement dated June 24, 1997, between the
Company and the underwriters named therein.
3.1.2 -- Articles of Amendment dated June 16, 1997.
10.24 -- Contract for Purchase and Sale of Hotels, dated as of
June 5, 1997, by and among ITT Sheraton Corporation,
Sheraton Savannah Corp., Sheraton Peachtree Corp.,
Sheraton Crescent Corp., Sheraton Dallas Corp., Sheraton
Gateway Suites O'Hare Investment Partnership and FelCor
Suites Limited Partnership.