8-K 1 dec202002-8k.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): December 20, 2002 FELCOR LODGING TRUST INCORPORATED (Exact name of registrant as specified in its charter) Maryland 1-14236 75-2541756 (State or other jurisdiction (Commission File Number) (IRS Employer of 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 December 20, 2002, FelCor Lodging Trust Incorporated, or the Company, FelCor Lodging Limited Partnership, a Delaware limited partnership of which the Company is the sole general partner, or the Partnership, and FelCor Canada Co., a Nova Scotia unlimited liability company and an indirect wholly-owned subsidiary of the Partnership, entered into a Third Amendment and Consent to the Seventh Amended and Restated Credit Agreement with the lenders from time to time a party thereto, JPMorgan Chase Bank and J.P. Morgan Bank Canada, as administrative agent for the lenders, and Deutsche Bank Trust Company Americas, as syndication agent. The amendment revises covenant levels to provide the Company with greater financial and operating flexibility. The Company also reduced the credit facility commitments to $300 million from $615 million. There are no amounts currently outstanding under this credit facility. This amendment is being filed as an exhibit to this report and is incorporated herein by reference. The Company also issued a press release, dated as of December 20, 2002, announcing this amendment to the credit facility. This press release is also filed with this report. 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 ------ ---------------------- 10.18.3 - Third Amendment and Consent to Seventh Amended and Restated Credit Agreement, dated as of December 20, 2002, among FelCor Lodging Trust Incorporated, FelCor Lodging Limited Partnership and FelCor Canada Co., as borrowers, the lenders party thereto, JPMorgan Chase Bank and J.P. Morgan Bank Canada, as administrative agents, and Deutsche Bank Trust Company Americas, as syndication agent. 99.1 - Press Release dated December 20, 2002. 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 TRUST INCORPORATED Date: December 23, 2002 By: /s/ Lawrence D. Robinson --------------------------------- Name: Lawrence D. Robinson Title: Executive Vice President and General Counsel 3 INDEX TO EXHIBITS Exhibit Number Description of Exhibit ------ ---------------------- 10.18.3 - Third Amendment and Consent to Seventh Amended and Restated Credit Agreement, dated as of December 20, 2002, among FelCor Lodging Trust Incorporated, FelCor Lodging Limited Partnership and FelCor Canada Co., as borrowers, the lenders party thereto, JPMorgan Chase Bank and J.P. Morgan Bank Canada, as administrative agents, and Deutsche Bank Trust Company Americas, as syndication agent. 99.1 - Press Release dated December 20, 2002.