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EXHIBIT 99.3
[FELCOR LODGING TRUST LETTERHEAD]
FOR IMMEDIATE RELEASE:
Contacts: Thomas J. Corcoran, Jr.
President & CEO
Randy Churchey
Senior Vice President & CFO
Monica L. Hildebrand
Vice President/Director of Communications
(972) 444-4900
FELCOR AND BRISTOL COMPLETE MERGER TRANSACTION
TRANSACTION CREATES $4.0 BILLION HOTEL REIT
DALLAS, JULY 28, 1998 - FelCor Lodging Trust Incorporated (NYSE: FCH),
formerly FelCor Suite Hotels, Inc., today announced completion of the merger
of Bristol Hotel Company's real estate holdings with and into FelCor. The
merger, which was initially announced on March 24, 1998, establishes FelCor
Lodging Trust as the nation's largest non-paired share hotel real estate
investment trust (REIT) and one of the country's premier lodging companies.
FelCor will continue to trade under the ticker symbol FCH on the New York
Stock Exchange.
On July 27, 1998, the merger was approved by the shareholders of both
FelCor and Bristol. The merger results in FelCor's acquisition of 109
Bristol hotels in return for 31.1 million shares of newly issued FelCor
common stock. Based on the July 27, 1998 closing stock prices, the
transaction is valued at approximately $1.7 billion, including the
assumption of approximately $700 million in debt. With the completion of
this transaction, FelCor's market capitalization will be approximately $4
billion and the REIT will own approximately 195 hotels with nearly 50,000
rooms and suites.
The Bristol hotels add more than 28,000 rooms to the FelCor portfolio.
The average Bristol hotel has 266 keys and more than 8,000 square feet of
meeting space. Based on the current FelCor stock price, the Bristol hotels
price per key is approximately $59,000. Eighty-seven of the newly acquired
Bristol hotels are either all-suite upscale, upscale full service or
traditional full-service hotels. FelCor is the largest owner of Embassy
Suites(R) hotels. As a result of the merger, FelCor is the owner of the
largest number of Crowne Plaza(R) and Holiday Inn(R) hotels.
-more-
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FelCor and Bristol Complete Merger
July 28, 1998
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The merger establishes significant brand owner/manager relationships
for FelCor with Bass plc and its subsidiary Bass Hotels & Resorts, which
acquired approximately 13% of FelCor's common stock in the merger. FelCor
also establishes a strategic relationship with Bristol Hotels & Resorts
(NYSE:BH), the new hotel operating company spun off from Bristol prior to
its merger into FelCor, which leases and operates the hotels acquired by
FelCor in the merger. Following the merger with Bristol, FelCor will
continue Bristol's repositioning and redevelopment program, under which the
redevelopment of 39 hotels was recently completed, and pursuant to which 43
hotels are currently in the process of redevelopment or are expected to be
completed in 1999. FelCor also expands its potential acquisition pool
through its new alliance with Bass Hotels & Resorts, which operates or
franchises more than 2,600 hotels and 450,000 guestrooms in more than 90
countries and territories. As a result of the merger, FelCor also
diversifies its portfolio both geographically and by asset class, adding
hotels in many key markets and broadening its portfolio in the upscale and
traditional full-service hotel segments. FelCor's hotel portfolio is
concentrated in the upscale and traditional full-service segments with over
93% of revenues derived from the hotels in those segments.
Bristol Hotels & Resorts, as the successor to Bristol's hotel
operating business and as the lessee of the Bristol hotels acquired by
FelCor, will remain a leading franchisee in Bass Hotels & Resorts' $1.5
billion modernization program. By the year 2000, FelCor expects to complete
the investment, commenced by Bristol in 1997, of approximately $400 million
(of which approximately $200 million remains to be spent) in the
redevelopment of Crowne Plaza and Holiday Inn hotels owned by FelCor and
leased to Bristol Hotels & Resorts.
Concurrently with the completion of the merger, Richard North,
Financial Director of Bass p1c; Robert Lutz, Chairman and CEO of Amresco,
Inc.; and Donald J. McNamara, Chairman of The Hampstead Group, each of whom
had been a director of Bristol, became FelCor directors, bringing the
number of directors on it's board to 10.
"This merger transaction creates new strategic alliances for FelCor
with Bristol Hotels & Resorts and with Bass Hotels & Resorts and is a
natural extension of our original business plan of aligning ourselves with
top brands and strong management/operating teams while primarily acquiring
hotels at below their replacement cost and repositioning and/or rebranding
them for strong internal growth," said Thomas J. Corcoran, Jr., President
and CEO of FelCor.
FelCor Lodging Trust Incorporated is the largest non-paired share
hotel REIT. The company is the largest owner of Promus-branded hotels
(NYSE:PRH). Since its initial public offering in 1994, the company's
portfolio has grown to 195 hotels with nearly 50,000 rooms and suites. The
company maintains strategic relationships with key hotel brand
owners/management companies. These include Promus Hotel Corporation,
Bristol Hotels and Resorts, Bass Hotels & Resorts and Starwood Hotels &
Resorts. The company's hotels are operated under a number of the nation's
leading hotel brands, including the Embassy Suites, Doubletree Guest
Suites(R), Doubletree(R), Sheraton Suites(R), Sheraton(R), Crowne Plaza,
Holiday Inn and Hilton Suites(R) brands.
With the exception of historical information, the matters discussed in this
news release include "forward looking statements" within the meaning of the
federal securities law and are qualified by cautionary statements contained
herein and in FelCor's filings with the Securities and Exchange Commission.
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FelCor and Bristol Complete Merger
July 28, 1998.
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SUMMARY FACT SHEET
(Statistics are pro forma for all hotels owned at December 31, 1997)
Bristol FelCor Combined
------------ ------------ --------------
Owned Hotels 109 86 195
Rooms 28,718 21,164 49,882
Current Equity
Market Capitalization $1.0 Billion $1.5 Billion $ 2.5 Billion
Debt $0.7 Billion $0.8 Billion $ 1.5 Billion
Current Total Market
Capitalization $1.7 Billion $2.3 Billion $ 4.0 Billion
1997 Occupancy 72.2% 73.2% 72.7%
1997 ADR $ 74.47 $ 112.44 $ 89.34
1997 RevPAR $ 53.77 $ 82.33 $ 64.95
1997 RevPAR Growth 7.5% 8.8% 8.3%
1997 Hotel Acquisitions $773 Million $700 Million $1.473 Billion
Shares (Diluted) 46.3 44.6 76.3(1)
(1) Reflects an exchange ratio of 0.685 FelCor shares for each Bristol
share.
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PORTFOLIO INFORMATION
FelCor Bristol Combined
Brand Hotels Rooms Hotel Rooms Hotels Rooms
----- ------ ------ ------ ----- ------ ------
All-Suite Upscale
Embassy Suites 58 14,332 0 0 58 14,332
Doubletree Guest Suites 14 2,713 0 0 14 2,713
Sheraton Suites 4 984 0 0 4 984
Hilton Suites 1 174 0 0 1 174
Crowne Plaza Suites 0 0 1 295 1 295
Homewood Suites 0 0 1 108 1 108
Bristol House 0 0 1 127 1 127
Sub-total 77 18,203 3 530 80 18,733
Upscale Full Service
Crowne Plaza 0 0 19 6,814 19 6,814
Doubletree Hotel 3 704 0 0 3 704
Harvey Hotel 0 0 4 1,262 4 1,262
Sheraton 5 1,956 0 0 5 1,956
Hilton 1 301 0 0 1 301
Sub-total 9 2,961 23 8,076 32 11,037
Traditional Full Service
Holiday Inn 0 0 47 12,939 47 12,939
Holiday Inn Select 0 0 6 2,145 6 2,145
Ramada 0 0 1 220 1 220
Days Inn 0 0 1 157 1 157
Courtyard by Marriott 0 0 2 420 2 420
Holiday Inn & Suites 0 0 2 509 2 509
Sheraton Four Points 0 0 1 187 1 187
Independent 0 0 1 181 1 181
Sub-total 0 0 61 16,758 61 16,758
Limited Service
Holiday Inn Express 0 0 8 1,113 8 1,113
Fairfield Inn 0 0 5 931 5 931
Hampton Inn 0 0 9 1,310 9 1,310
Sub-total 0 0 22 3,354 22 3,354
TOTAL 86 21,164 109 28,718 195 49,882