8-K 1 march302004-8k.txt 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): March 30, 2004 FelCor Lodging Trust Incorporated (Exact name of registrant as specified in its charter) Maryland 1-14236 72-2541756 (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of 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 On March 30, 2004, FelCor Lodging Trust Incorporated, or the Company, entered into an Underwriting Agreement with Citigroup Global Markets Inc., Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc. and Legg Mason Wood Walker, Incorporated, or, collectively, the Underwriters. Pursuant to the Underwriting Agreement, the Company has agreed to issue an aggregate of 4,000,000 shares of $1.95 Series A Cumulative Convertible Preferred Stock, par value $0.01 per share, or Series A Preferred Stock, of the Company. The Company also granted the Underwriters a 30-day option to purchase an additional 600,000 shares of Series A Preferred Stock to cover over-allotments, which the Underwriters exercised in full on April 1, 2004. The sale of the shares of Series A Preferred Stock, including the over-allotment shares, was completed on April 5, 2004. Each share of Series A Preferred Stock is entitled to a liquidation preference of $25 per share. Additionally, each share of Series A Preferred Stock may be converted at any time, unless previously redeemed, at the option of the holder into shares of Company common stock at a conversion price of $32.25 per share of Company common stock (equivalent to a conversion rate of 0.7752 shares of common stock for each share of Series A Preferred Stock), subject to adjustment in certain circumstances. Further, if shares of common stock of the Company trade at or above the conversion price of $32.25 for a specified period of time, the Company may redeem the Series A Preferred Stock, in whole or in part, for shares of Company common stock at the conversion rate of 0.7752 shares of Company common stock or for cash in an amount equal to the aggregate market value of that number of shares of Company common stock. This current report on Form 8-K is being filed for the purpose of setting forth certain exhibits in connection with the issuance of the Series A Preferred Stock. 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 1.1 Underwriting Agreement, dated as of March 30, 2004, by and among the Company, Citigroup Global Markets Inc., Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc. and Legg Mason Wood Walker, Incorporated. 2 3.1.3 Articles Supplementary of the Company designating the additional shares of $1.95 Series A Cumulative Convertible Preferred Stock filed April 2, 2004. 10.1.4 Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor Lodging Limited Partnership, dated as of April 2, 2004. 12.1 Computation of ratio of earnings to combined fixed charges and preferred stock dividends. 99.1 Press release issued by the Company on March 29, 2004, announcing the commencement of the offering of Series A Preferred Stock. 99.2 Press release issued by the Company on March 31, 2004, announcing the pricing of the Series A Preferred Stock being offered. 99.3 Press release issued by the Company on April 5, 2004, announcing the closing of the Series A Preferred Stock offering. 3 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 5, 2004 By: /s/ Lawrence D. Robinson ------------------------------------- Name: Lawrence D. Robinson Title: Executive Vice President, General Counsel and Secretary 4 INDEX TO EXHIBITS Exhibit Number Description of Exhibit 1.1 Underwriting Agreement, dated as of March 30, 2004, by and among the Company, Citigroup Global Markets Inc., Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc. and Legg Mason Wood Walker, Incorporated. 3.1.3 Articles Supplementary of the Company designating the additional shares of $1.95 Series A Cumulative Convertible Preferred Stock filed April 2, 2004. 10.1.4 Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor Lodging Limited Partnership, dated as of April 2, 2004. 12.1 Computation of ratio of earnings to combined fixed charges and preferred stock dividends. 99.1 Press release issued by the Company on March 29, 2004, announcing the commencement of the offering of Series A Preferred Stock. 99.2 Press release issued by the Company on March 31, 2004, announcing the pricing of the Series A Preferred Stock being offered. 99.3 Press release issued by the Company on April 5, 2004, announcing the closing of the Series A Preferred Stock offering.