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 26, 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	62-1534743
(State or other Jurisdiction of	(I.R.S. employer
Incorporation or Organization)	identification no.)
850 Ridge Lake Boulevard, Suite 300,	(901) 767-7005
Memphis, TN 38120	(Registrant’s Telephone Number
(Address of Principal Executive Offices)	Including Area Code)
(Zip Code)

TABLE OF CONTENTS

PRESS RELEASE

Item 5. Other Events

On February 26, 2002, RFS Hotel Investors, Inc. issued a press release announcing the conclusion of the $125 million senior notes offering.

Item 7. Financial Statements and Exhibits

     (c)  Exhibits

99.1 Press Release Announcing that RFS Concludes $125 Million Senior Notes Offering

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 26, 2002
	By: Dennis M. Craven
	/s/ Dennis M. Craven Its: Vice President & Chief Accounting Officer

EX-99.1 3 g74447ex99-1.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: CHERYL STEWART 901.767.7005 RFS CONCLUDES $125 MILLION SENIOR NOTES OFFERING MEMPHIS, Tenn., February 26, 2002 (BUSINESS WIRE) - RFS Hotel Investors, Inc. (NYSE:RFS) today announced that the Company has completed the sale of $125 million in senior, unsecured notes (the "Notes"). The Notes carry an interest rate of 9.75% and mature on March 1, 2012. The securities were underwritten by a syndicate, which included Credit Suisse First Boston and Banc of America Securities LLC as joint book runners, and CIBC World Markets, Morgan Keegan & Company, Inc. and PNC Capital Markets, Inc. as co-managers. The Notes were assigned a B+ rating by Standard & Poors and a B1 rating by Moody's Investors Service. Kevin Luebbers, executive vice president and chief financial officer of RFS, commented, "The successful placement of the Notes with institutional investors permitted the Company to redeem, prior to maturity, approximately $58 million in mortgage debt and to reduce borrowings under the Company's line of credit by approximately $54 million. Although the Company has a relatively low level of debt, this transaction serves to: (i) increase our financial flexibility; (ii) reduce our dependency on secured mortgage debt; (iii) replace bank debt with longer-term fixed rate debt; and (iv) position the Company to selectively take advantage of acquisition opportunities should they become available in the future. With this transaction, the Company has no significant debt maturities prior to 2008 and our average maturity is 8.4 years. In addition, the Company now has over $100 million of borrowing capacity under its $140 million line of credit." RFS Hotel Investors, Inc. (RFS) is a real estate investment trust (REIT) that owns 58 hotels with approximately 8,400 rooms located in 24 states. RFS's hotel portfolio is diversified by geography, brand and segment. Leading brands under which RFS hotels are operated include Sheraton(R), Residence Inn by Marriott(R), Hilton(R), Doubletree(R), Holiday Inn(R), Hampton Inn(R), and Homewood Suites by Hilton(R). By segment, RFS receives approximately 42% of its EBITDA from full service hotels, 33% from extended stay hotels and 25% from limited service hotels. Additional information can be found on the Company's website at www.rfshotel.com. Certain matters within this press release are discussed using forward-looking language as specified in the 1995 Private Securities Litigation Reform Law, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statement. From time to time, these risks are discussed in the Company's filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                   EXHIBIT 99.1




FOR IMMEDIATE RELEASE                      CONTACT:     CHERYL STEWART
                                                          901.767.7005

RFS CONCLUDES $125 MILLION SENIOR NOTES OFFERING

MEMPHIS, Tenn., February 26, 2002 (BUSINESS WIRE) - RFS Hotel Investors, Inc.
(NYSE:RFS) today announced that the Company has completed the sale of $125
million in senior, unsecured notes (the "Notes"). The Notes carry an interest
rate of 9.75% and mature on March 1, 2012. The securities were underwritten by a
syndicate, which included Credit Suisse First Boston and Banc of America
Securities LLC as joint book runners, and CIBC World Markets, Morgan Keegan &
Company, Inc. and PNC Capital Markets, Inc. as co-managers. The Notes were
assigned a B+ rating by Standard & Poors and a B1 rating by Moody's Investors
Service.

Kevin Luebbers, executive vice president and chief financial officer of RFS,
commented, "The successful placement of the Notes with institutional investors
permitted the Company to redeem, prior to maturity, approximately $58 million in
mortgage debt and to reduce borrowings under the Company's line of credit by
approximately $54 million. Although the Company has a relatively low level of
debt, this transaction serves to: (i) increase our financial flexibility; (ii)
reduce our dependency on secured mortgage debt; (iii) replace bank debt with
longer-term fixed rate debt; and (iv) position the Company to selectively take
advantage of acquisition opportunities should they become available in the
future. With this transaction, the Company has no significant debt maturities
prior to 2008 and our average maturity is 8.4 years. In addition, the Company
now has over $100 million of borrowing capacity under its $140 million line of
credit."

RFS Hotel Investors, Inc. (RFS) is a real estate investment trust (REIT) that
owns 58 hotels with approximately 8,400 rooms located in 24 states. RFS's hotel
portfolio is diversified by geography, brand and segment. Leading brands under
which RFS hotels are operated include Sheraton(R), Residence Inn by Marriott(R),
Hilton(R), Doubletree(R), Holiday Inn(R), Hampton Inn(R), and Homewood Suites by
Hilton(R). By segment, RFS receives approximately 42% of its EBITDA from full
service hotels, 33% from extended stay hotels and 25% from limited service
hotels. Additional information can be found on the Company's website at
www.rfshotel.com.

Certain matters within this press release are discussed using forward-looking
language as specified in the 1995 Private Securities Litigation Reform Law, and,
as such, may involve known and unknown risks, uncertainties and other factors
that may cause the actual results or performance to differ from those projected
in the forward-looking statement. From time to time, these risks are discussed
in the Company's filings with the Securities and Exchange Commission.