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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 27, 1998
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
FELCOR SUITE HOTELS, INC.
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 28, 1998, pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") dated as of March 23, 1998 by and between FelCor Lodging
Trust Incorporated (formerly FelCor Suite Hotels, Inc.), a Maryland corporation
("FelCor"), and Bristol Hotel Company, a Delaware corporation ("Bristol"),
Bristol was merged with and into FelCor (the "Merger"). In connection with the
Merger, FelCor changed its name to "FelCor Lodging Trust Incorporated."
Annual meetings of the stockholders of FelCor and Bristol were held on
July 27, 1998 at which the stockholders were asked, pursuant to a Joint Proxy
Statement/Prospectus dated June 19, 1998 (the "Proxy Statement/Prospectus")
contained within FelCor's Form S-4 Registration Statement (No. 333-50509), to
consider and vote upon, among other things, the Merger Agreement. The
stockholders of each of FelCor and Bristol approved and adopted the Merger
Agreement at their respective meetings.
Following receipt of these approvals, Articles of Merger and a
Certificate of Merger relating to the Merger were filed with the appropriate
state authorities of the States of Maryland and Delaware. The Merger became
effective at 9:00 a.m., Eastern time, on July 28, 1998.
Prior to the effectiveness of the Merger, Bristol completed the
distribution to its stockholders ("Spin-Off") of all of the outstanding stock of
Bristol Hotels & Resorts ("BHR"), which became effective on July 27, 1998.
Stockholders of Bristol as of the close of business on July 27, 1998 received
one share of common stock, par value $.01 per share, of BHR for every two shares
of common stock of Bristol owned by them. BHR succeeded to the hotel operating
business of Bristol and in connection therewith, assumed most of Bristol's
former employees. The completion of the Spin-Off was a condition to the
consummation of the Merger. BHR and its subsidiaries operate the hotels acquired
by FelCor in the Merger pursuant to percentage leases.
Upon consummation of the Merger, each outstanding share of Bristol
common stock was converted into the right to receive 0.685 of a share of the
common stock of FelCor, par value $.01 per share ("Common Stock"). Fractional
shares of Common Stock, if any, were not issued in connection with the Merger.
Holders of fractional shares are entitled to receive an amount in cash equal to
the product of such fractional share multiplied by $29.0625, the closing price
per share of Common Stock as reported in the New York Stock Exchange, Inc.
Composite Tape on July 28, 1998. The exchange ratio was determined through
arm's-length negotiation between FelCor and Bristol.
The Common Stock continues to be listed and traded on the New York
Stock Exchange, Inc. under the symbol "FCH".
Following the effectiveness of the Merger, FelCor contributed
substantially all of the assets acquired by it pursuant to the Merger to FelCor
Lodging Limited Partnership (formerly FelCor Suites Limited Partnership) (the
"Partnership") in exchange for additional units of general partner interest in
the Partnership. As a result of such contribution, FelCor owns a 95.7% general
partner interest in the Partnership. In connection with this contribution, the
Partnership changed its name to "FelCor Lodging Limited Partnership."
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The other information required by this item has been previously
reported by FelCor and is included or incorporated by reference in the Joint
Proxy Statement/Prospectus.
ITEM 5. OTHER EVENTS
FelCor held its 1998 Annual Meeting of Stockholders of FelCor on July
27, 1998 (the "Annual Meeting"). At the Annual Meeting, the stockholders of
FelCor (i) approved and adopted the Merger Agreement, (ii) approved an amendment
to FelCor's Charter to change the name of FelCor from FelCor Suite Hotels, Inc.
to FelCor Lodging Trust Incorporated, (iii) approved an amendment to FelCor's
Charter to increase the authorized number of shares of capital stock of FelCor
to 220,000,000 shares, consisting of 200,000,000 shares of Common Stock and
20,000,000 of preferred stock, par value $.01 per share, (iv) elected Michael D.
Rose and Charles N. Matthewson as Class I directors of FelCor, to serve until
the Annual Meeting of Stockholders to be held in 2001, and (v) approved FelCor's
1998 Restricted Stock and Stock Option Plan ("1998 Plan"). The amendments to
FelCor's Charter became effective July 28, 1998.
The total number of shares entitled to vote at the Annual Meeting was
36,591,080 shares of Common Stock. The following table sets forth, with respect
to each matter voted upon at the Annual Meeting, the number of votes cast for,
the number of votes cast against, the number of votes abstaining (or, with
respect to the election of directors, the number of votes withheld), and the
number of broker non-votes, with respect to such matter:
Votes
Votes Abstained/ Broker
Votes For Against Withheld Non-Votes
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Adoption of Merger Agreement 27,405,828 125,738 74,437 4,732,847
Approval of Charter Amendment to 27,454,446 87,290 64,268 4,732,846
Change Name
Approval of Charter Amendment to 24,150,101 3,388,206 67,696 4,732,847
Increase Authorized Shares
Election of Directors:
Michael D. Rose 32,276,002 --- 62,848 ---
Charles N. Matthewson 32,274,794 --- 64,056 ---
Approval of the 1998 Plan 25,140,222 7,089,800 108,828 ---
In addition, upon the effectiveness of the Merger, the Board of
Directors of FelCor was increased to ten directors and Donald J. McNamara,
Richard C. North and Robert H. Lutz, Jr. were added as directors of FelCor.
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ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(a) Financial statements of businesses acquired.
The audited financial statements of Bristol for the three previous
calendar years, and the accountants' report related thereto, are set forth in
FelCor's Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 23, 1998 and are incorporated herein by reference. The
unaudited financial statements of Bristol for the period ended March 31, 1998
set forth in Bristol's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998, are filed as an exhibit to this report and are incorporated herein by
reference.
(b) Pro forma financial information.
The pro forma financial information required by this item is set forth
under the caption "Pro Forma Financial Information" on pages 72 through 89 of
the Joint Proxy Statement/Prospectus and is incorporated herein by reference.
(c) Exhibits.
The following exhibits are furnished in accordance with Item 601 of
Regulation S-K:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
2.1 Agreement and Plan of Merger by and between FelCor
Suite Hotels, Inc. and Bristol Hotel Company dated as
of March 23, 1998 (filed as Exhibit 99 to FelCor's
Current Report on Form 8-K dated March 24, 1998 and
filed April 23, 1998 and incorporated herein by
reference)
3.1 Articles of Amendment and Restatement dated June 22,
1995, amending and restating the Charter of FelCor, as
amended or supplemented by Articles of Merger dated
June 23, 1995, Articles Supplementary dated April 30,
1996, Articles of Amendment dated August 8, 1996,
Articles of Amendment dated June 16, 1997, Articles of
Amendment dated October 30, 1997, Articles
Supplementary dated May 6, 1998, Articles of Merger
and attached Articles of Amendment dated July 27, 1998
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10.14 Fourth Amended and Restated Revolving Credit
Agreement dated as of July 1, 1997 among FelCor and
the Partnership, as Borrower, the Lenders party
thereto, The Chase Manhattan Bank, as Administrative
Agent, Chase Securities, Inc. as Arranger, and Bankers
Trust Company, NationsBank, N.A. and Wells Fargo Bank,
National Association as Co-Arrangers and Documentation
Agents
10.17 Amended and Restated Master Hotel Agreement dated as
of July 27, 1998 among FelCor, the Partnership, BHR
and the lessors and lessees named therein
10.18 Stockholders' and Registration Rights Agreement dated
as of July 27, 1998, by and among FelCor, Bass
America, Inc., Holiday Corporation, Bass plc,
United/Harvey Investors I, L.P., United/Harvey
Investors II, L.P. , United/Harvey Investors III,
L.P., United/Harvey Investors IV, L.P. and
United/Harvey Investors V, L.P.
99.1 Financial Statements of Bristol Hotel Company
excerpted from the Quarterly Report on Form 10-Q of
Bristol Hotel Company for the quarter ended March 30,
1998
99.2 Press Release dated July 27, 1998
99.3 Press Release dated July 28, 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 LODGING TRUST INCORPORATED
Date: August __, 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
NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE
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2.1 Agreement and Plan of Merger by and between FelCor Suite
Hotels, Inc. and Bristol Hotel Company dated as of March 23,
1998 (filed as Exhibit 99 to FelCor's Current Report on Form
8-K dated March 24, 1998 and filed April 23, 1998 and
incorporated herein by reference)
3.1 Articles of Amendment and Restatement dated June 22, 1995,
amending and restating the Charter of FelCor, as amended or
supplemented by Articles of Merger dated June 23, 1995,
Articles Supplementary dated April 30, 1996, Articles of
Amendment dated August 8, 1996, Articles of Amendment dated
June 16, 1997, Articles of Amendment dated October 30, 1997,
Articles Supplementary dated May 6, 1998, Articles of Merger
and attached Articles of Amendment dated July 27, 1998
10.14 Fourth Amended and Restated Revolving Credit Agreement
dated as of July 1, 1997 among FelCor and the Partnership,
as Borrower, the Lenders party thereto, The Chase
Manhattan Bank, as Administrative Agent, Chase Securities,
Inc. as Arranger, and Bankers Trust Company, NationsBank,
N.A. and Wells Fargo Bank, National Association as Co-
Arrangers and Documentation Agents
10.17 Amended and Restated Master Hotel Agreement dated as of
July 27, 1998 among FelCor, the Partnership, BHR and the
lessors and lessees named therein
10.18 Stockholders' and Registration Rights Agreement dated as of
July 27, 1998, by and among FelCor, Bass America, Inc., Holiday
Corporation, Bass plc, United/Harvey Investors I, L.P.,
United/Harvey Investors II, L.P. , United/Harvey Investors III,
L.P., United/Harvey Investors IV, L.P. and United/Harvey
Investors V, L.P.
99.1 Financial Statements of Bristol Hotel Company excerpted
from the Quarterly Report on Form 10-Q of Bristol Hotel
Company for the quarter ended March 30, 1998
99.2 Press Release dated July 27, 1998
99.3 Press Release dated July 28, 1998