-----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, Lb/iQKW7QH9F5rovqOrn4TmmW/9gkDq9Ti3liewvpu84HvqLRnKKsqwzk6UE45Vk 2GvpBsDFcv1wt1W3z6WSTg== 0000899078-04-000439.txt : 20040629 0000899078-04-000439.hdr.sgml : 20040629 20040629154516 ACCESSION NUMBER: 0000899078-04-000439 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040624 ITEM INFORMATION: Other events FILED AS OF DATE: 20040629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FELCOR LODGING L P CENTRAL INDEX KEY: 0001048789 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752544994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-39595-01 FILM NUMBER: 04888633 BUSINESS ADDRESS: STREET 1: 545 E. JOHN CARPENTER FREEWAY STREET 2: SUITE 1300 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 9724444900 FORMER COMPANY: FORMER CONFORMED NAME: FELCOR SUITES LP DATE OF NAME CHANGE: 19971030 8-K 1 fllpform8k.txt FORM 8-K 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): June 24, 2004 FELCOR LODGING LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Delaware 333-39595 75-2544994 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 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 (Former name or former address, if changed since last report.) 1 Item 5. Other Events and Regulation FD Disclosure This current report on Form 8-K is being filed for the purpose of setting forth certain exhibits. Item 7. Financial Statements and Exhibits (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K: Exhibit Number Description of Exhibit 99.1 Press Release, dated June 25, 2004, related to the pricing of FelCor Lodging Limited Partnership's Senior Unsecured Notes Offering. 99.2 Press Release, dated June 28, 2004, related to the commencement of FelCor Lodging Limited Partnership's tender offer for its 9-1/2% Senior Notes due 2008. 2 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 LIMITED PARTNERSHIP Date: June 29, 2004 By: FelCor Lodging Trust Incorporated, its general partner By: /s/ Lawrence D. Robinson Name: Lawrence D. Robinson Title: Executive Vice President, General Counsel and Secretary 3 INDEX TO EXHIBITS Exhibit Number Description of Exhibit 99.1 Press Release, dated June 25, 2004, related to the pricing of FelCor Lodging Limited Partnership's Senior Unsecured Notes Offering. 99.2 Press Release, dated June 28, 2004, related to the commencement of FelCor Lodging Limited Partnership's tender offer for its 9-1/2% Senior Notes due 2008. EX-99 2 exhibit99-1.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 [Graphic deleted] FelCor Lodging Trust Incorporated 545 E. John Carpenter Freeway, Suite 1300 Irving, Texas 75062-3933 P 972.444.4900 F 972.444.4949 www.felcor.com NYSE: FCH For Immediate Release: FELCOR PRICES SENIOR UNSECURED NOTES OFFERING IRVING, Texas...June 25, 2004 -- FelCor Lodging Trust Incorporated (NYSE: FCH), the nation's second largest lodging real estate investment trust (REIT), and its subsidiary FelCor Lodging Limited Partnership (FelCor LP), today announced that FelCor LP has agreed to issue and sell $115 million in aggregate principal amount of senior floating rate notes due 2011 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to persons outside the United States under Regulation S of the Securities Act. The notes will be sold at par, less a sales discount, will bear interest, adjusted semi-annually, at the six-month LIBOR rate plus 4.25% and will become callable on or after December 1, 2006. The notes are an add-on to the $175 million aggregate principal amount of senior floating rate notes due 2011 issued by FelCor LP in May 2004. The proceeds of the sale of the notes and a portion of FelCor's available cash will be used to fund an offer to purchase up to $115 million aggregate principal amount of FelCor LP's outstanding 9-1/2% senior notes due 2008 (Cusip No. 31430Q AG 2). The purpose of the offering and the related tender offer is to further improve FelCor's financial leverage, reduce interest expense and extend debt maturities. The notes to be offered by FelCor LP will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to purchase these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act. FelCor is the nation's second largest lodging REIT and the largest owner of full service, all-suite hotels. FelCor's consolidated portfolio is comprised of 155 hotels, located in 33 states and Canada. FelCor owns 71 upscale, all-suite hotels, and is the owner of the largest number of Embassy Suites Hotels(r) and Doubletree Guest Suites(r) hotels in the U.S. FelCor's portfolio also includes 73 hotels in the upscale and full service segments. FelCor has a current market capitalization of approximately $3.1 billion. Additional information can be found on the Company's Web site at www.felcor.com. With the exception of historical information, the matters discussed in this news release include "forward looking statements" within the meaning of the federal securities laws. Forward looking statements are not guarantees of future performance. Numerous risks and uncertainties, and the occurrence of future events, may cause actual results to differ materially from those currently anticipated. Certain of these risks and uncertainties are described in our filings with the Securities and Exchange Commission. Although we believe our current expectations to be based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that actual results will not differ materially. Contact: Andrew J. Welch Senior Vice President and Treasurer (972) 444-4982 awelch@felcor.com Monica L. Hildebrand Vice President of Communications (972) 444-4917 mhildebrand@felcor.com Stephen A. Schafer Vice President of Investor Relations (972) 444-4912 sschafer@felcor.com ### EX-99 3 flti992.txt EXHIBIT 99.2 - PRESS RELEASE Exhibit 99.2 [Graphic deleted] FelCor Lodging Trust Incorporated 545 E. John Carpenter Freeway, Suite 1300 Irving, Texas 75062-3933 P 972.444.4900 F 972.444.4949 www.felcor.com NYSE: FCH For Immediate Release: FELCOR COMMENCES TENDER OFFER FOR ITS 9-1/2% SENIOR NOTES DUE 2008 IRVING, Texas...June 28, 2004 -- FelCor Lodging Trust Incorporated (NYSE: FCH), the nation's second largest lodging real estate investment trust (REIT), and its subsidiary FelCor Lodging Limited Partnership (FelCor LP), today announced that FelCor LP is commencing a cash tender offer for up to $115 million aggregate principal amount of FelCor LP's outstanding 9-1/2% senior notes due 2008 (Cusip No. 31430Q AG 2), which currently bear interest at a rate of 10% per annum. FelCor intends to fund the tender offer with the net proceeds from its private placement of $115 million aggregate principal amount of senior floating rate notes due 2011 and its available cash. Tendering holders who validly tender their notes by the early tender date, which is Monday, July 12, 2004, will receive the total consideration of $1,061.62 per $1,000 principal amount of the 9-1/2% senior notes due 2008. The total consideration includes an early tender premium of $20.00 per $1,000 principal amount of 9-1/2% senior notes due 2008. Holders who validly tender their notes after the early tender date and on or prior to the expiration of the tender offer on July 26, 2004, will receive only the tender consideration of $1,041.62 per $1,000 principal amount and will not receive the early tender premium. The early tender date will expire at 5:00 p.m. New York City time, on Monday, July 12, 2004, and the tender offer will expire at 12:00 midnight, New York City time, on Monday, July 26, 2004, in each case unless extended or earlier terminated by the Company. Copies of the tender offer materials can be obtained by contacting MacKenzie Partners, Inc., the Information Agent for the tender offer, at (212) 929-5500 (collect) and (800) 322-2885 (toll free). Deutsche Bank Securities Inc. is acting as Dealer Manager for the tender offer. Questions concerning the tender offer may be directed to Deutsche Bank Securities Inc. at (212) 250-4270. This press release is not an offer to purchase nor a solicitation of acceptance of the offer to purchase, which may be made only pursuant to the terms of the offer to purchase and related letter of transmittal. Those documents should be consulted for additional information regarding delivery procedures and the conditions for the tender offer. -more- FelCor Commences Tender Offer June 28, 2004 Page 2 FelCor is the nation's second largest lodging REIT and the largest owner of full service, all-suite hotels. FelCor's consolidated portfolio is comprised of 155 hotels, located in 33 states and Canada. FelCor owns 71 upscale, all-suite hotels, and is the owner of the largest number of Embassy Suites Hotels(r) and Doubletree Guest Suites(r) hotels in the U.S. FelCor's portfolio also includes 73 hotels in the upscale and full service segments. FelCor has a current market capitalization of approximately $3.1 billion. Additional information can be found on the Company's Web site at www.felcor.com. With the exception of historical information, the matters discussed in this news release include "forward looking statements" within the meaning of the federal securities laws. Forward looking statements are not guarantees of future performance. Numerous risks and uncertainties, and the occurrence of future events, may cause actual results to differ materially from those currently anticipated. Certain of these risks and uncertainties are described in our filings with the Securities and Exchange Commission. Although we believe our current expectations are based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that actual results will not differ materially. Contact: Andrew J. Welch Senior Vice President and Treasurer (972) 444-4982 awelch@felcor.com Monica L. Hildebrand Vice President of Communications (972) 444-4917 mhildebrand@felcor.com Stephen A. Schafer Vice President of Investor Relations (972) 444-4912 sschafer@felcor.com ### -----END PRIVACY-ENHANCED MESSAGE-----