8-K

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
February 7, 2002
(Date of earliest event reported)

Commission File number 34-0-22164

RFS HOTEL INVESTORS, INC.
(exact name of registrant as specified in its charter)

Tennessee
(State or other incorporation) 62-1534743
(I.R.S. Employer Identification
Number)

850 Ridge Lake Boulevard, Suite 300,
Memphis, TN 38120
(901) 767-7005
(Address of principal executive offices
including zip code and telephone number)

     Indicate by check mark whether the Registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days.

[X] Yes                    No [    ]

     The number of shares of Registrant’s Common Stock, $.01 par value, outstanding on February 6, 2002 was 25,247,883.

TABLE OF CONTENTS

PRESS RELEASE

Item 5. Other Events

On February 7, 2002, RFS Hotel Investors, Inc. issues a press release announcing that its operating partnership, RFS Partnership, L.P., intends to offer $125 million of senior notes.

Item 7. Financial Statements and Exhibits

     (c)  Exhibits

99.1 Press Release announcing that RFS Partnership, L.P. intends to offer $125 Million of senior notes

SIGNATURE

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, thereto duly authorized.

	RFS HOTEL INVESTORS, INC.
Dated as of February 7, 2002	By:	/s/ Dennis M. Craven Dennis M. Craven Its: Vice President & Chief Accounting Officer

EX-99.1 3 g74104ex99-1.txt PRESS RELEASE EXHIBIT 99.1 RFS TO ISSUE $125 MILLION OF SENIOR NOTES Memphis, Tennessee, February 7, 2002 - RFS Hotel Investors, Inc ("RFS") (NYSE: RFS) today announced that its operating partnership, RFS Partnership, L.P. (the "Partnership"), intends to offer $125 million of senior notes. The notes will be unconditionally guaranteed by RFS and certain of its subsidiaries. RFS and the Partnership intend to use the proceeds of the proposed offering primarily to repay certain secured indebtedness of RFS and the Partnership and to reduce borrowings outstanding under RFS's line of credit. Subject to market conditions, the company expects to complete the notes offering during February 2002. The notes have not been registered under the Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States absent registration under the Securities Act or under an applicable exemption from the registration thereunder. The notes will be privately placed pursuant to Rule 144A and Regulation S under the Securities Act of 1933. Pursuant to a registration rights agreement, the notes are expected to be registered at a later date. This news release is not an offer to sell or a solicitation of an offer to buy the notes referred to above, and they will not be sold in any state or jurisdiction in which an offer, solicitation or sale would be unlawful under the securities laws of that state or jurisdiction. The offering will be made under Rule 144A only to qualified institutional investors and to certain persons in offshore transactions in reliance on Regulation S. This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve a number of risks and uncertainties. In particular, RFS's completion of the offering of unsecured fixed-rate debt is subject to various risks, including prevailing conditions in the public capital markets. There can be no assurance that the offering will be successfully completed. Other potential risks that could cause actual events to differ materially are included in filings with the Securities and Exchange Commission filings, including Forms 8-K, 10-K, 10-Q, S-3 and S-4 for RFS and the Partnership. RFS and the Partnership disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

RFS TO ISSUE $125 MILLION OF SENIOR NOTES

Memphis, Tennessee, February 7, 2002 - RFS Hotel Investors, Inc ("RFS") (NYSE:
RFS) today announced that its operating partnership, RFS Partnership, L.P. (the
"Partnership"), intends to offer $125 million of senior notes. The notes will be
unconditionally guaranteed by RFS and certain of its subsidiaries. RFS and the
Partnership intend to use the proceeds of the proposed offering primarily to
repay certain secured indebtedness of RFS and the Partnership and to reduce
borrowings outstanding under RFS's line of credit.

Subject to market conditions, the company expects to complete the notes offering
during February 2002. The notes have not been registered under the Securities
Act of 1933 (the "Securities Act") and may not be offered or sold in the United
States absent registration under the Securities Act or under an applicable
exemption from the registration thereunder. The notes will be privately placed
pursuant to Rule 144A and Regulation S under the Securities Act of 1933.
Pursuant to a registration rights agreement, the notes are expected to be
registered at a later date.

This news release is not an offer to sell or a solicitation of an offer to buy
the notes referred to above, and they will not be sold in any state or
jurisdiction in which an offer, solicitation or sale would be unlawful under the
securities laws of that state or jurisdiction. The offering will be made under
Rule 144A only to qualified institutional investors and to certain persons in
offshore transactions in reliance on Regulation S.

This release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, that involve a number of risks and
uncertainties. In particular, RFS's completion of the offering of unsecured
fixed-rate debt is subject to various risks, including prevailing conditions in
the public capital markets. There can be no assurance that the offering will be
successfully completed. Other potential risks that could cause actual events to
differ materially are included in filings with the Securities and Exchange
Commission filings, including Forms 8-K, 10-K, 10-Q, S-3 and S-4 for RFS and the
Partnership. RFS and the Partnership disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.