S-3

As filed with the Securities and Exchange Commission on October 19, 2006

Registration No. 333-

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form S-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

FelCor Lodging Trust Incorporated

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of

incorporation or organization)

75-2541756

(I.R.S. Employer

Identification No.)

545 E. John Carpenter Frwy., Suite 1300

Irving, Texas 75062

(972) 444-4900

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Jonathan H. Yellen

Executive Vice President and General Counsel

FelCor Lodging Trust Incorporated

545 E. John Carpenter Frwy., Suite 1300

Irving, Texas 75062

(972) 444-4900

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

Copy to:

Robert W. Dockery

Jenkens & Gilchrist, P.C.

1445 Ross Avenue, Suite 3700

Dallas, Texas 75202-2799

Approximate date of commencement of proposed sale to public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend reinvestment plans, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-004947

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (1)(2)	Amount of registration fee
Common Stock, $0.01 par value	1,045,415 shares	$20.20	$21,117,383	$2,260(3)

(1)	This registration statement shall also cover any additional shares of common stock that shall become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of common stock.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and based upon the average of the high and low prices reported on The New York Stock Exchange on October 18, 2006.
(3)	Pursuant to Rule 457(p), the registration fee of $2,260.00 is offset against filing fees previously paid in connection with the Form S-4 (File No. 333-62510), filed on June 7, 2001, by FelCor Lodging Trust Incorporated and FelCor Lodging Limited Partnership and subsequently withdrawn on September 28, 2001.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3 to increase the number of shares originally registered by 1,045,415 shares of common stock and supplement the selling stockholder table to add an additional selling stockholder. Incorporated by reference in this registration statement is the Registration Statement on Form S-3 (File No. 333-004947), as amended, of FelCor Lodging Trust Incorporated, which was declared effective by the Securities and Exchange Commission on June 28, 1996. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

SUPPLEMENTAL SELLING STOCKHOLDERS

The following table sets forth the name of the additional selling stockholders and (i) the number of shares of common stock beneficially owned by each selling stockholder, (ii) the maximum number of shares of common stock that may be offered by this prospectus for the account of that selling stockholder, and (iii) the amount and percentage of common stock that would be owned by that selling stockholder after completion of the offering, assuming the sale of all of the common stock that may be offered by this prospectus. Except as otherwise set forth in this prospectus, the selling stockholders have not, within the past three years, had any position, office or other material relationship with us.

Name of Selling Stockholder	Shares Owned Prior to Offering (1)	Shares Which May Be Sold Hereunder (2)	Shares Owned After Offering	% of All Outstanding Common Stock After Offering (3)
RGC, Inc.	935,050	935,050 (4)	0	0.0%
RGC Leasing, Inc.	208,333	208,333	0	0.0%
Ann Mathewson Retained
Annuity Trust (5)	81,505	81,505	0	0.0%
John B. Urbahns	81,186	81,186	0	0.0%
(1)   Beneficial ownership as of October 18, 2006, based upon information provided by the selling stockholder.
(2)   Assumes sale of all shares of common stock registered pursuant to this prospectus, although the selling stockholder is under no obligation known to us to sell any shares of common stock at this time.
(3)   Based upon 62,010,162 shares of common stock outstanding on October 18, 2006. The shares issuable under instruments to purchase our common stock that are currently exercisable within 60 days of October 18, 2006, are treated as outstanding for purposes of computing the percentage ownership of the person holding these instruments, but are not treated as outstanding for purposes of computing the percentage ownership of any other person.
(4)   Includes 260,659 shares previously registered under the original registration statement (File No. 333-004749), as discussed further below, and 674,391 shares registered by this registration statement.
(5)   The Ann Mathewson Retained Annuity Trust is a trust established by Ann Mathewson. Ms. Mathewson is married to Charles Mathewson, a former director of FelCor, and their adult son, Robert A. Mathewson, is a current director of FelCor

The Ann Mathewson Retained Annuity Trust and RGC Leasing, Inc. may be deemed to be affiliates of RGC, Inc. In the original registration statement (File No. 333-004749), RGC, Inc and Affiliates collectively owned an aggregate of 1,330,574 shares of FelCor common stock issuable upon redemption of Units, of which 586,678 shares were offered for resale under the prospectus constituting a part of that original registration statement. The remaining 743,896 shares of FelCor common stock issuable upon redemption of Units were not included in that registration statement. Of those 743,896 Units, 556,446 Units remain outstanding and are held by RGC, Inc., 105,945 Units were redeemed for shares of common stock of FelCor and are held by RGC, Inc., and 81,505 Units were transferred to the Ann Mathewson Retained Annuity Trust that were redeemed for shares of common stock of FelCor and are held by the Ann Mathewson Retained Annuity Trust. In addition, RGC, Inc. holds 12,000 shares of FelCor common stock that it acquired other than pursuant to the redemption of Units. This registration statement is filed to register the resale of all such shares of common stock and the shares issuable upon redemption of the Units held by RGC, Inc. that were not otherwise registered under the original registration statement.

In addition, following the date of the original registration statement, RGC Leasing, Inc. received 208,333 Units and John B. Urbahns, who is not an affiliate of RGC, Inc., received 81,186 Units. This registration statement is also filed to register the resale of the shares issuable upon redemption of the Units held by RGC Leasing, Inc. and John B. Urbahns. As a result, the total number of shares registered for resale by RGC, Inc. and Affiliates is now 1,224,888 shares, or 2.0% of the total outstanding shares of FelCor as of October 18, 2006. Robert A. Mathewson, a director of FelCor, is the President of RGC, Inc. and RGC Leasing, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on the 19th day of October 2006.

FELCOR LODGING TRUST INCORPORATED,

a Maryland corporation

By:	/s/ Jonathan H. Yellen
	Jonathan H. Yellen
	Executive Vice President,
	Secretary and General Counsel

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Richard A. Smith and Jonathan H. Yellen, with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all amendments (including post-effective amendments) to this Registration Statement, which amendments make such changes in this Registration Statement as deemed necessary or appropriate, and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933 and requests to accelerate effectiveness of such registration statements, to file the same, together with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices and other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with all other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents or any of them, or their or his substitutes or substitute, full power and authority to perform and do each and every act and thing necessary and advisable as fully to all intents and purposes as he or she might or could perform and do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Thomas J. Corcoran, Jr.	Chairman of the Board and	October 19, 2006
Thomas J. Corcoran, Jr.	Director
/s/ Richard A. Smith	President and Chief Executive	October 19, 2006
Richard A. Smith	Officer and Director
/s/ Andrew J. Welch Andrew J. Welch	Executive Vice President and Chief Financial Officer	October 11, 2006
/s/ Lester C. Johnson	Senior Vice President and Controller	October 19, 2006
Lester C. Johnson	(Principal Accounting Officer)
/s/ Melinda J. Bush	Director	October 10, 2006
Melinda J. Bush
/s/ Robert F. Cotter	Director	October 17, 2006
Robert F. Cotter
____________________	Director	October __, 2006
Richard S. Ellwood
/s/ David C. Kloeppel	Director	October 19, 2006
David C. Kloeppel
/s/ Charles A. Ledsinger, Jr.	Director	October 19, 2006
Charles A. Ledsinger, Jr.

Signature	Title	Date
/s/ Robert H. Lutz, Jr.	Director	October 12, 2006
Robert H. Lutz, Jr.
/s/ Robert A. Mathewson	Director	October 19, 2006
Robert A. Mathewson
/s/ Donald J. McNamara Donald J. McNamara	Director	October 19, 2006

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
5.1*	Opinion of Jenkens & Gilchrist, a Professional Corporation.
23.1	Consent of Jenkens & Gilchrist, a Professional Corporation (included in Exhibit 5.1).
23.3*	Consent of PricewaterhouseCoopers LLP.
24.1	Power of Attorney (included on signature page).
_________
*Filed herewith

EX-5

Exhibit 5.1

Jenkens & Gilchrist
A PROFESSIONAL CORPORATION
	1445 Ross Avenue Suit3200 Dallas, Texas 75202 (214) 855-4500 Facsimile (214) 855-4300 www.jenkens.com	Austin, Texas (512) 499-3800 Chicago, Illinois (312) 425-3900 Houston, Texas (713) 951-3300 Los Angeles, California (310) 820-8800 Pasadena, California (626) 578-7400 San Antonio, Texas (210) 246-5000 Washington, D.C. (202) 326-1500

October 19, 2006

FelCor Lodging Trust Incorporated

545 East John Carpenter Freeway, Suite 1300

Irving, Texas 75062

Re: Registration Statement on Form S-3 (File No. 333- )

Ladies and Gentlemen:

We have acted as special counsel to FelCor Lodging Trust Incorporated, a Maryland corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of the sale by stockholders of the Company of up to 1,045,415 shares (the “Shares”) of Company common stock, par value $0.01 per share (“Common Stock”), pursuant to the Company’s Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Act.

This opinion is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In rendering this opinion, we have examined, and are familiar with, originals or copies, certified or otherwise identified to our satisfaction, of (1) the Registration Statement, (2) the Company’s Articles of Amendment and Restatement, as amended, corrected and supplemented to date (the “Charter”), (3) the Bylaws of the Company, as amended to date (the “Bylaws”), (4) resolutions, minutes and records of the corporate proceedings of the Company with respect to the issuance of the Shares and (5) such other documents and instruments as this firm has deemed necessary for the expression of these opinions. In making the foregoing examinations, this firm has assumed the genuineness of all signatures and the authenticity of all documents submitted to this firm as originals, and the conformity to original documents of all documents submitted to this firm as certified, conformed or photostatic copies. As to various questions of fact material to this opinion letter, and as to the content and form of the Charter, Bylaws, minutes, records, resolutions and other documents or writings of the Company, this firm has relied, to the extent it deems reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to this firm by the Company, without independent check or verification of their accuracy.

Jenkens & Gilchrist

A PROFESSIONAL CORPORATION

Securities and Exchange Commission

October 19, 2006

Page 2

Based upon our examination and consideration of, and reliance on, the documents and other matters described above and assuming that all relevant corporate actions heretofore taken by the Company remain in full force and effect, this firm is of the opinion that (i) the 199,450 shares of Common Stock included in the Registration Statement that are presently outstanding are legally issued, fully-paid and nonassessable, and (ii) the 845,965 shares of Common Stock included in the Registration Statement that are issuable pursuant to the redemption of outstanding units of limited partnership interest in FelCor Lodging Limited Partnership, if and when issued and delivered by the Company in accordance with the terms and conditions of the instruments, resolutions and agreements governing their issuance, will be legally issued, fully-paid and nonassessable.

This firm hereby consents to the filing of this opinion letter as an exhibit to the Registration Statement and to references to our firm included in, or made a part of, the Registration Statement. In giving this consent, this firm does not admit that it comes within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

Jenkens & Gilchrist, a Professional Corporation

By:	/s/ Robert W. Dockery
	Robert W. Dockery, Authorized Signatory

EX-23

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 of our report dated March 14, 2006, except with respect to our opinion on the consolidated financial statements insofar as it relates to the effects of the discontinued operations discussed in Note 23, as to which the date is October 5, 2006, relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in FelCor Lodging Trust Incorporated’s Current Report on Form 8-K filed with the SEC on October 6, 2006.

PricewaterhouseCoopers LLP

/s/ PricewaterhouseCoopers LLP

Dallas, Texas

October 19, 2006