8-K 1 apr42002-8k.txt 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): April 1, 2002 FELCOR LODGING TRUST INCORPORATED (Exact name of registrant as specified in its charter) Maryland 1-14236 72-2541756 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 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) Item 5. Other Events and Regulation FD Disclosure On April 1, 2002, FelCor Lodging Trust Incorporated (the "Company") entered into a Placement Agency Agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Placement Agent"), and three separate purchase agreements (the "Purchase Agreements") with the prospective purchasers of the Company's Depositary Shares (as defined below). Pursuant to the Placement Agency Agreement and the Purchase Agreements, the Company has agreed to issue an aggregate of 1,025,800 depositary shares (the "Depositary Shares"), each representing 1/100th of a share of 9% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share ("Series B Preferred Stock"), of the Company. Each share of Series B Preferred Stock is entitled to a liquidation preference of $2,500 per share (equivalent to $25 per Depositary Share). This report is being filed for the purpose of setting forth certain exhibits in connection with the issuance of the Depositary Shares and Series B Preferred Stock. Item 7. Financial Statement 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 Item 601 of Regulation S-K: Exhibit Number Description of Exhibit 3.1.2 Articles Supplementary of the Company designating the additional shares of 9% Series B Cumulative Redeemable Preferred Stock filed April 2, 2002 4.4.1 Supplement and Amendment to Deposit Agreement among the Company, Sun Trust Bank (the "Depositary"), and the holders 10.1.1 First Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor Lodging Limited Partnership 12.1 Computation of ratio of earnings to combined fixed charges and preferred stock dividends 99.1 Placement Agency Agreement dated April 1, 2002 among the Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated 99.2 Form of Purchase Agreement between the Company and the purchasers of the Depositary Shares 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 TRUST INCORPORATED Date: April 4, 2002 By: /s/ Lawrence D. Robinson -------------------------------------- Name: Lawrence D. Robinson Title: Executive Vice President and General Counsel INDEX TO EXHIBITS Exhibit Number Description of Exhibit 3.1.2 Articles Supplementary of the Company designating the additional shares of 9% Series B Cumulative Redeemable Preferred Stock filed April 2, 2002 4.4.1 Supplement and Amendment to Deposit Agreement among the Company, Sun Trust Bank (the "Depositary"), and the holders 10.1.1 First Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor Lodging Limited Partnership 12.1 Computation of ratio of earnings to combined fixed charges and preferred stock dividends 99.1 Placement Agency Agreement dated April 1, 2002 among the Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated 99.2 Form of Purchase Agreement between the Company and the purchasers of the Depositary Shares