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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): May 7, 1998
FELCOR SUITE HOTELS, INC.
(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
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On May 7, 1998, the Company issued 5,750,000 Depositary Shares
(including 750,000 shares pursuant to the exercise of an over-allotment
option), each representing an 1/100 interest in a share of 9% Cumulative
Redeemable Preferred Stock, par value $.01 per share ("Series B Preferred
Stock"), of the Company. Each share of Series B Preferred Stock is entitled to
a liquidation preference of $2,500 per share (equivalent to $25 per Depositary
Share). The Depositary Shares and the Preferred Stock were issued pursuant to
an Underwriting Agreement dated April 30, 1998, among the Company, FelCor
Suites Limited Partnership (the "Partnership") and Morgan Stanley & Co.
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Prudential
Securities Incorporated and Smith Barney Inc., as representatives of the
several underwriters named therein (the "Underwriters"). This report is being
filed for the purpose of setting forth certain exhibits in connection with the
issuance of the Depositary Shares and Series B Preferred Stock.
ITEM 7(C). EXHIBITS
The following exhibits are furnished in accordance with Item 601 of
Regulation S-K:
Exhibit Number Description of Exhibit
1 Underwriting Agreement dated April 30, 1998, among the Company,
the Partnership and the Underwriters.
3.3 Articles Supplementary of the Company designating the 9% Series B
Cumulative Redeemable Preferred Stock
4.5 Form of Share Certificate representing 9% Series B Cumulative
Redeemable Preferred Stock
4.6 Deposit Agreement dated April 30, 1998, between the Company and
SunTrust Bank, Atlanta, as preferred share depositary
4.7 Form of Depositary Receipt evidencing the Depositary Shares
8.1 Opinion of Hunton & Williams as to certain tax matters
10.1.9 Ninth Amendment to Amended and Restated Agreement of Limited
Partnership of the Partnership dated as of May 1, 1998, between
the Company and all of the persons or entities who are or shall in
the future become limited partners of the Partnership, adopting
Addendum No. 3 to Amended and Restated Agreement of Limited
Partnership dated as of May 1, 1998
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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 SUITE HOTELS INC.
Date: May 28, 1998 By: /s/ Lawrence D. Robinson
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Lawrence D. Robinson
Senior Vice President, General Counsel
and Secretary
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INDEX TO EXHIBITS
Exhibit Sequentially
No. Description of Exhibit Numbered Page
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1 Underwriting Agreement dated April 30, 1998, among the Company, the
Partnership and the Underwriters.
3.3 Articles Supplementary of the Company designating the 9% Series B
Cumulative Redeemable Preferred Stock
4.5 Form of Share Certificate representing 9% Series B Cumulative
Redeemable Preferred Stock
4.6 Deposit Agreement dated April 30, 1998, between the Company and
SunTrust Bank, Atlanta, as preferred share depositary
4.7 Form of Depositary Receipt evidencing the Depositary Shares
8.1 Opinion of Hunton & Williams as to certain tax matters
10.1.9 Ninth Amendment to Amended and Restated Agreement of Limited
Partnership of the Partnership dated as of May 1, 1998, between the
Company and all of the persons or entities who are or shall in the
future become limited partners of the Partnership, adopting Addendum
No. 3 to Amended and Restated Agreement of Limited Partnership dated
as of May 1, 1998
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