-----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, LZUkvTrGt2QrP+qJscfbJP+RsC433CdNqdXnTc9S7zTpnhPo/2VPjsYYxSLdkR70 j0n96+CbQchQe9vnLEqeNA== 0000912057-97-023309.txt : 19970703 0000912057-97-023309.hdr.sgml : 19970703 ACCESSION NUMBER: 0000912057-97-023309 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970702 SROS: NYSE 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: 97635438 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. 2)* 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 30, 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 1,426,792 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power N/A -------------------------------------------------- (9) Sole Dispositive Power 1,426,792 -------------------------------------------------- (10) Shared Dispositive Power N/A - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,426,792 - ------------------------------------------------------------------------------- (12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 3.9% - ------------------------------------------------------------------------------- (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 1,426,792 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power N/A -------------------------------------------------- (9) Sole Dispositive Power 1,426,792 -------------------------------------------------- (10) Shared Dispositive Power N/A - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,426,792 - ------------------------------------------------------------------------------- (12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 3.9% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! This Amendment No. 2 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. 2 amends the Schedule 13D initially filed with the Securities and Exchange Commission (the "Commission") on February 6, 1997, as amended by Amendment No. 1 filed with the Commission on June 6, 1997 (collectively, 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, pursuant to a Letter Agreement (the "Letter Agreement"), dated as of June 4, 1997, the Issuer repurchased 1.2 million Shares of the Issuer's Common Stock beneficially held by PHI on June 30, 1997. 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 30, 1997, PHI beneficially owned 426,792 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 1,426,792 Shares of Common Stock (including 1,000,000 Shares issuable upon conversion of Units), or 3.9% of the total number of Shares of Common Stock outstanding (based upon 35,587,733 Shares of Common Stock outstanding as of June 24, 1997, as set forth in the Issuer's Prospectus Supplement filed with the Commission on June 25, 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 transaction in the Common Stock effected by the Reporting Persons since the most recent filing of Schedule 13D.
AVERAGE PRICE NUMBER OF SHARES OF RECEIVED PER SHARE TYPE OF NAME DATE COMMON STOCK SOLD NET OF EXPENSES TRANSACTION ---- ---- ----------------- ----------------- ------------------- PHI 6/30/97 1,200,000 Shares $34.21 Sale to the Issuer
(Page 4 of 7) Item 5(e) is restated in its entirety as follows: (e) As of the close of business on June 30, 1997, the Reporting Persons ceased to be the beneficial owner of more than 5.0% of the Issuer's Common Stock. 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: Pursuant to the terms of the Letter Agreement, (i) on June 30, 1997, PHI sold 1.2 million Shares of the Common Stock at $34.21 per Share to the Issuer and (ii) PHI entered into a lock-up agreement dated as of June 24, 1996 (the "Lock-Up Agreement") whereby PHI has agreed not to sell any additional Shares of Common Stock for a period of up to eighteen months from the date of the Prospectus Supplement without the prior written consent of Morgan Stanley & Co. Incorporated. The foregoing summary of the Lock-Up 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 10.9 Lock-Up Agreement, dated as of June 24, 1997, between Promus Hotels, Inc. and the Underwriters as defined therein. (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: July 2, 1997 PROMUS HOTELS, INC. By: /s/ DONALD H. DEMPSEY ------------------------------- Name: Donald H. Dempsey Title: Senior Vice President and Chief Financial Officer Dated: July 2, 1997 PROMUS HOTEL CORPORATION By: /s/ DONALD H. DEMPSEY ------------------------------- Name: Donald H. Dempsey Title: Senior Vice President and Chief Financial Officer (Page 6 of 7) EXHIBIT INDEX Exhibit 10.9 Lock-Up Agreement, dated as of June 24, 1997, between Promus Hotels, Inc. and the Underwriters as defined therein. (Page 7 of 7) EX-10.9 2 EXHIBIT 10.9 PROMUS LETTER EXHIBIT 10.9 June 24, 1997 Morgan Stanley & Co. Incorporated Smith Barney Inc. Alex. Brown & Sons Incorporated Montgomery Securities Salomon Brothers Inc. Paine Webber Incorporated c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 Dear Sirs: The undersigned understands that Morgan Stanley & Co. Incorporated ("Morgan Stanley"), as Representative of the several Underwriters, proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") with FelCor Suite Hotels, Inc., a Maryland corporation (the "Company") providing for the public offering (the "Public Offering") by the several Underwriters, including Morgan Stanley (the "Underwriters"), of 10,200,000 shares of the Common Stock, par value $.01 per share, of the Company (the "Shares") to be issued and sold by the Company. The Company intends to use a portion of the proceeds from the Public Offering to purchase from Promus 1,200,000 shares of the Company's Common Stock currently held by Promus (the "Repurchase"). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 18 months after the date of the final prospectus relating to the Public Offering (the "Prospectus"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (provided that such shares or securities are either now owned by the undersigned or are hereafter acquired prior to or in connection with the Public Offering), or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that if the Repurchase is not consummated within ten days after consummation of the Public Offering, this Agreement shall be void and of no further force and effect. The foregoing sentence shall not apply to the sale of any Shares to the Underwriters pursuant to the Underwriting Agreement or to the sale of any shares of Common stock which are subject to any existing pledge 1 or other security arrangement, in good faith pursuant to the terms of such pledge or arrangement. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to agreement between the Company and the Underwriters. Very truly yours, PROMUS HOTELS, INC. By: /s/ Donald H. Dempsey Title: Senior Vice President and Chief Financial Officer 2 -----END PRIVACY-ENHANCED MESSAGE-----