-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HCWfyLh4NoDpTPEamV4XlKwo9xAt3WE9kB4NEf9cTbwRMXHOlDB0cYUJGMsCL/wr JxHGxc5m2RfxnQvu8hXfKw== 0000912057-97-019764.txt : 19970610 0000912057-97-019764.hdr.sgml : 19970610 ACCESSION NUMBER: 0000912057-97-019764 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970606 SROS: NYSE GROUP MEMBERS: PROMUS HOTEL CORPORATION GROUP MEMBERS: PROMUS HOTELS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FELCOR SUITE HOTELS INC CENTRAL INDEX KEY: 0000923603 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752541756 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43551 FILM NUMBER: 97620501 BUSINESS ADDRESS: STREET 1: 545 E JOHN CARPENTER FREEWAY STREET 2: SUITE 1300 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 2144444900 MAIL ADDRESS: STREET 1: 545 E JOHN CARPENTER FREEWAY STREET 2: SUITE 1300 CITY: IRVING STATE: TX ZIP: 75062 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROMUS HOTELS INC CENTRAL INDEX KEY: 0001024723 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 621602678 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 755 CROSSOVER LANE CITY: MEMPHIS STATE: TN ZIP: 38117 BUSINESS PHONE: 9013745000 MAIL ADDRESS: STREET 1: 755 CROSSOVER LANE CITY: MEMPHIS STATE: TN ZIP: 38117 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------- SCHEDULE 13D (RULE 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* FELCOR SUITE HOTELS, INC. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 314305103 (CUSIP Number) with a copy to: Ralph B. Lake, Esq. John M. Newell, Esq. Senior Vice President and General Counsel Latham & Watkins Promus Hotels, Inc. 633 West Fifth Street 755 Crossover Lane Suite 4000 Memphis, Tennessee 38117 Los Angeles, California 90071 (901) 374-5100 (213) 485-1234 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 4, 1997 (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: / / NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 7 Pages) - ---------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES). CUSIP No. 314305103 13D Page 2 of 7 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons Promus Hotels, Inc. - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* NA - ------------------------------------------------------------------------------- (5) Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power 2,626,792 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power N/A -------------------------------------------------- (9) Sole Dispositive Power 2,626,792 -------------------------------------------------- (10) Shared Dispositive Power N/A - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,626,792 - ------------------------------------------------------------------------------- (12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 9.5% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 314305103 13D Page 3 of 7 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons Promus Hotel, Corporation - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* NA - ------------------------------------------------------------------------------- (5) Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power 2,626,792 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power N/A -------------------------------------------------- (9) Sole Dispositive Power 2,626,792 -------------------------------------------------- (10) Shared Dispositive Power N/A - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,626,792 - ------------------------------------------------------------------------------- (12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 9.5% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! This Amendment No. 1 to Schedule 13D is filed jointly by Promus Hotels, Inc. ("PHI") and Promus Hotel Corporation ("PHC," and together with PHI, the "Reporting Persons"). This Amendment No. 1 amends the Schedule 13D initially filed with the Securities and Exchange Commission on February 6, 1997 (the "Statement") relating to the shares (the "Shares") of Common Stock, $0.01 par value per share (the "Common Stock"), of FelCor Suite Hotels, Inc., a Maryland corporation (the "Issuer"). Capitalized terms used herein that are not otherwise defined shall have the meanings given to them in the Statement. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is amended to add the following information: As further described below in Item 6, PHI has entered into a Letter Agreement (the "Letter Agreement"), dated as of June 4, 1997, with the Issuer whereby the Issuer has agreed to repurchase 1.2 million Shares of the Issuer's Common Stock beneficially held by PHI. Such repurchase shall be conditioned upon the consummation of an underwritten equity public offering by the Issuer (an "Offering"). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The response to Item 5 is amended as follows: Item 5(a) is restated in its entirety as follows: (a) As of the close of business on June 4, 1997, PHI beneficially owned 1,626,792 Shares of Common Stock of the Issuer and 1,000,000 units of limited partner interest ("Units") in FelCor Suites Limited Partnership, a Delaware limited partnership (the "Partnership"). The Issuer, as sole general partner of the Partnership, is obligated (subject to certain conditions), one year following the issuance of such Units, to redeem the Units, at the option of the holders thereof, for a like number of Shares of Common Stock or, at the option of the Issuer, for cash or a combination of cash and Common Stock. PHI beneficially owns 2,626,792 Shares of Common Stock (including 1,000,000 Shares issuable upon conversion of Units), or 9.5% of the total number of Shares of Common Stock outstanding (based upon 26,587,733 Shares of Common Stock outstanding as of April 30, 1997, as set forth in the Issuer's Quarterly Report on Form 10-Q for the fiscal period ended April 30, 1997). PHC may be deemed to beneficially own the Shares of Common Stock and Units owned by PHI because PHI is a wholly-owned subsidiary of PHC. Except as set forth herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person named in Schedule I, beneficially owns any Shares or Units. (c) Item 5 (c) is amended to reflect the following transactions in the Common Stock effected by or for the account of the Reporting Persons since the original filing of the Statement.
AVERAGE PRICE NUMBER OF SHARES OF RECEIVED PER SHARE TYPE OF NAME DATE COMMON STOCK SOLD NET OF EXPENSES TRANSACTION ---- ---- ----------------- ----------------- ------------------- PHI 2/19/97 10,000 Shares $35.06 Sale in open market PHI 3/07/97 26,600 Shares $34.77 Sale in open market PHI 3/10/97 23,400 Shares $34.80 Sale in open market (Page 4 of 7) AVERAGE PRICE NUMBER OF SHARES OF RECEIVED PER SHARE TYPE OF NAME DATE COMMON STOCK SOLD NET OF EXPENSES TRANSACTION ---- ---- ----------------- ---------------- ------------ PHI 3/11/97 13,300 Shares $35.13 Sale in open market PHI 3/12/97 20,000 Shares $35.06 Sale in open market PHI 3/13/97 166,700 Shares $34.82 Sale in open market
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The response to Item 6 is amended to incorporate the following: On June 4, 1997, PHI and the Issuer executed the Letter Agreement whereby the Issuer has agreed to repurchase 1.2 million Shares of the Issuer's Common Stock (the "PHI Shares") beneficially held by PHI in the event of the consummation of an Offering. Pursuant to the Letter Agreement, (i) PHI will sell the PHI Shares at a price per share equal to the net amount per share received by the Issuer pursuant to an Offering less 50 cents per Share, (ii) the Issuer shall pay PHI the amount of the second quarter dividend for the PHI Shares whether or not PHI is a holder of record on the record date for such dividend and (iii) PHI shall enter into a customary "lock-up" agreement whereby PHI will agree not to sell any additional Shares of Common Stock for a period of up to eighteen months following the date of the consummation of such Offering except, with the consent of the lead underwriters, in conjunction with an underwritten public offering by the Issuer. The foregoing summary of the Letter Agreement is qualified in its entirety by reference to the agreement which is attached hereto as an exhibit and incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 10.8 Letter Agreement, dated as of June 4, 1997, between Promus Hotels, Inc. and FelCor Suite Hotels, Inc. (Page 5 of 7) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 6, 1997 PROMUS HOTELS, INC. By: /s/ RALPH B. LAKE ------------------------------- Name: Ralph B. Lake Title: Senior Vice President and General Counsel Dated: June 6, 1997 PROMUS HOTEL CORPORATION By: /s/ RALPH B. LAKE ------------------------------- Name: Ralph B. Lake Title: Senior Vice President and General Counsel (Page 6 of 7) EXHIBIT INDEX Exhibit 10.8 Letter Agreement, dated as of June 4, 1997, between Promus Hotels, Inc. and FelCor Suite Hotels, Inc. (Page 7 of 7) EX-10.8 2 EXHIBIT 10.8 Exhibit 10.8 FELCOR SUITE HOTELS, INC. 545 E. John Carpenter Freeway Suite 1300 Dallas, TX 75206-3933 (972) 444-4900 June 4, 1997 Promus Hotels, Inc. 755 Crossover Lane Memphis, TN 38117 Re: REPURCHASE OF 1,200,000 SHARES FELCOR COMMON STOCK Ladies and Gentlemen: We understand that Promus Hotels, Inc. ("Promus") is the holder of 1,626,793 shares of common stock of FelCor Suite Hotels, Inc. ("FelCor"). We also understand that Promus desires to sell 1,200,000 shares of such common stock (the "Promus Shares"). As you know, FelCor is contemplating an underwritten public offering of its common stock within 60 days of the date hereof (the "Offering"), and, in order to eliminate the potential adverse market effect of the sale of the Promus Shares, FelCor is willing to purchase the Promus Shares directly from Promus. This letter agreement ("Agreement") is written to set forth the understanding and agreement reached between FelCor and Promus concerning the repurchase by FelCor of the Promus Shares. Subject to the terms and conditions set forth below, FelCor and Promus hereby agree as follows: 1. Promus will sell the Promus Shares to FelCor at a price per share equal to the net amount per share received by FelCor from the Offering less 50 cents per share. 2. FelCor shall pay Promus the amount of the second quarter dividend for the Promus Shares on July 30, 1997 by separate check whether or not Promus is a holder of the Promus Shares on the record date. 3. Promus shall enter into any customary "lock-up" agreements with the underwriters for the Offering as the underwriters may request, pursuant to which Promus will agree not to sell any additional shares of FelCor common stock for a period of up to eighteen months following the date of the Offering except, with the consent of the lead underwriters, in conjunction with an underwritten public offering by FelCor. 4. The purchase of the Promus Shares by FelCor shall be contingent upon the successful completion of the Offering and shall occur simultaneously therewith. Promus Hotels, Inc. June 4, 1997 Page 2 5. If the Offering has not occurred within 60 days of the date hereof, this Agreement shall terminate. If the terms and conditions of this Agreement are acceptable to you, please sign the Acknowledgment and Agreement below to indicate your acceptance of this Agreement. Very truly yours, FELCOR SUITE HOTELS, INC. By: /s/ LAWRENCE D. ROBINSON ---------------------------------- Name: Lawrence D. Robinson Title: Senior Vice President Promus Hotels, Inc. June 4, 1997 Page 3 Acknowledgment and Agreement We, the undersigned, hereby acknowledge that we have read, reviewed, and understood the contents of the Agreement above and that by signing below shall make the terms and conditions set forth in the Agreement a binding obligation of Promus. Dated: June 5, 1997 PROMUS HOTELS, INC. By: /s/ CAROL G. CHAMPION ----------------------------- Name: Carol G. Champion Title: Vice President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----