-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DNzdND4sjXIqhtIuujqOvP8q9ygf2IbwfZa09gO02vs6luPSn3ApfJlztVHlDxdH aanJ6qx3PsUbYAC+edMAFg== 0000950134-96-004733.txt : 19960910 0000950134-96-004733.hdr.sgml : 19960910 ACCESSION NUMBER: 0000950134-96-004733 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960909 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FELCOR SUITE HOTELS INC CENTRAL INDEX KEY: 0000923603 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752541756 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14236 FILM NUMBER: 96627233 BUSINESS ADDRESS: STREET 1: 545 E JOHN CARPENTER FREEWAY STREET 2: SUITE 1300 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 2144444900 MAIL ADDRESS: STREET 1: 545 E JOHN CARPENTER FREEWAY STREET 2: SUITE 1300 CITY: IRVING STATE: TX ZIP: 75062 10-Q/A 1 AMENDMENT TO FORM 10-Q FOR QUARTER ENDED 6/30/96 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (MARK ONE) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 0-24250 FELCOR SUITE HOTELS, INC. (Exact name of registrant as specified in its charter) MARYLAND 72-2541756 (State or other jurisdiction of I.R.S. Employer incorporation or Identification No. organization) 545 E. JOHN CARPENTER FREEWAY, SUITE 1300, IRVING, TEXAS 75062 (Address of principal executive offices) (Zip Code) (214) 444-4900 (Registrant's telephone number, including area code) 5215 N. O'CONNOR BLVD., SUITE 330, IRVING, TEXAS 75039 (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No____ The number of shares of Common Stock, par value $.01 per share, of FelCor Suite Hotels, Inc. outstanding on August 5, 1996 was 23,180,008. - -------------------------------------------------------------------------------- 2 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits: Exhibit Number Description ------- ----------- 3.1 -- Articles of Amendment and Restatement dated June 22, 1995, amending and restating the Charter of Registrant, as amended or supplemented by Articles of Merger dated June 23, 1995, Articles Supplementary dated April 30, 1996 and Articles of Amendment dated August 8, 1996. 4.1 -- Form of Share Certificate for Common Stock. 10.1.5 -- Fifth Amendment to Amended and Restated Agreement of Limited Partnership of the Partnership dated as of May 2, 1996, between the Registrant and all of the persons or entities who are or shall in the future become limited partners of the Partnership, adopting Addendum No. 2 to Amended and Restated Agreement of Limited Partnership of the Partnership dated as of May 2, 1996. 10.2.2 -- Schedule of executed Lease Agreements identifying material variations from the form of Lease Agreement with respect to hotels acquired by the Registrant through July 31, 1996. 27 -- Financial Data Schedule. (b) Reports on Form 8-K: A Current Report on Form 8-K, dated May 1, 1996 was filed by the Company on May 3, 1996. As stated under Item 5 thereof, the purpose of the filing was to include in the Registrant's filings under the Securities Exchange Act of 1934 the following exhibits pursuant to Item 7(c) of said Current Report on Form 8-K. Exhibit Number Description of Exhibit ------- ---------------------- 4.2 Indenture dated as of April 22, 1996 by and between the Registrant and SunTrust Bank, Atlanta, Georgia, as Trustee. 4.3 Articles Supplementary dated April 30, 1996 relating to the Series A Cumulative Convertible Preferred Stock ("Series A. Preferred Stock") of the Registrant. 4.4 Form of Share Certificate for Series A Preferred Stock. 2 3 Exhibit Number Description of Exhibit ------- ---------------------- 10.20.3 Letter agreement dated January 3, 1996, among Minnesota Hotel Company, Inc. ("MHCI"), Crown Sterling Management, Inc. ("CSM"), Crown Sterling Incorporated ("CSI"), FelCor/CSS Holdings, L.P. ("Holdings") and PFS Ventures, Inc. ("PFS") relating to amendments to Master Agreement dated as of September 19, 1995 between MHCI and Holdings ("Master Agreement") and Asset Purchase Agreement dated as of September 19, 1995 among CSM, CSI and PFS ("Asset Purchase Agreement"). 10.20.4 Letter agreement dated March 26, 1996, among MHCI, Napa Wine Country Hotel, a California Limited Partnership, Mandalay Beach, California Hotel Associates, a California Limited partnership ("MBC"), CSM, CSI, Holdings and PFS relating to amendments to Master Agreement, Asset Purchase Agreement and Partnership Interests Purchase Agreement dated as of September 19, 1995 among MHCI, MBC, Robert E. Woolley and Holdings ("Partnership Interests Purchase Agreement"). 10.21.1 Letter agreement dated March 27, 1996 among MHCI, MBC, Holdings and PFS relating to amendments to Partnership Interests Purchase Agreement. 10.21.2 Letter agreement dated March 27, 1996, among MHCI, MBC, CSM, CSI, Holdings and PFS relating to amendments to Partnership Interests Purchase Agreement and Asset Purchase Agreement. 10.30 Credit Agreement dated as of February 6, 1996, by and among the Partnership, as borrower, Holdings and the Registrant, as guarantors, and Canadian Imperial Bank of Commerce, as agent. 3 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: September 9, 1996 FELCOR SUITE HOTELS, INC. By: /s/ Lester C. Johnson ----------------------------------- Lester C. Johnson Vice President and Controller (Principal Accounting Officer) 4 -----END PRIVACY-ENHANCED MESSAGE-----