0000950134-01-506612.txt : 20011009 0000950134-01-506612.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950134-01-506612 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010921 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FELCOR LODGING TRUST INC CENTRAL INDEX KEY: 0000923603 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752541756 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14236 FILM NUMBER: 1743764 BUSINESS ADDRESS: STREET 1: 545 E JOHN CARPENTER FREEWAY STREET 2: SUITE 1300 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 9724444900 MAIL ADDRESS: STREET 1: 545 E JOHN CARPENTER FREEWAY STREET 2: SUITE 1300 CITY: IRVING STATE: TX ZIP: 75062 FORMER COMPANY: FORMER CONFORMED NAME: FELCOR SUITE HOTELS INC DATE OF NAME CHANGE: 19940523 8-K 1 form8k-92101.txt FORM 8-K 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): September 21, 2001 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 FelCor Lodging Trust Incorporated, a Maryland corporation ("FelCor"), and FelCor Lodging Limited Partnership, a Delaware limited partnership ("FelCor OP"), entered into an Agreement and Plan of Merger, dated as of May 9, 2001 (the "Merger Agreement") with MeriStar Hospitality Corporation, a Maryland corporation ("MeriStar"), and MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership ("MeriStar OP"). On August 16, 2001, FelCor, FelCor OP, MeriStar and MeriStar OP entered into a First Amendment (the "First Amendment") to the Merger Agreement and added FelCor Mergesub, L.L.C., a Delaware limited liability company ("FelCor Mergesub"), as a party to the Merger Agreement. FelCor, FelCor OP, FelCor Mergesub, MeriStar, and MeriStar OP have agreed to terminate the Merger Agreement and their merger plans in accordance with the terms of a Termination Agreement dated September 21, 2001 (the "Termination Agreement"), which is attached to this report as Exhibit 2.1. FelCor and MeriStar have issued a press release dated as of September 21, 2001 relating to the Termination Agreement, which is attached to this report as Exhibit 99.1. In accordance with the requirements of the indenture governing FelCor's outstanding $600 million in 8-1/2% Senior Notes Due 2011, FelCor plans to redeem $300 million in principal amount of these Notes. The redemption price will be at 101% of the principal amount being redeemed plus accrued interest. This redemption is required as a result of the termination of FelCor's merger with MeriStar Hospitality Corporation. These notes were issued by FelCor on June 4, 2001 in anticipation of the merger. Since that time, FelCor has held $316 million of the net proceeds from the sale of the notes in a restricted proceeds account to fund this special redemption. In its Form 10-K annual report for the year ended December 31, 2000, FelCor published a description of various cautionary factors that may affect its future results of operations. As a result of developments since the terrorist attacks on September 11, 2001, FelCor has determined to supplement those cautionary factors with the following: The terrorist attacks in New York City and Washington, D.C. on September 11, 2001 have caused a disruption in travel-related businesses in the United States. Consistent with the rest of the lodging industry, FelCor is currently experiencing a decline in occupancies due to the decline in travel. FelCor is unable to predict whether this adverse impact is only temporary or of more lasting duration. Military actions against terrorists, new terrorist attacks, actual or threatened, and other political events may cause a lengthy period of uncertainty that could continue to adversely affect the lodging industry, including FelCor, as a result of customer reluctance to travel. Even absent new events that create uncertainty, it may take some period of time for travel to return to a more normal level. Item 7. Financial Statement and Exhibits (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. 2 Not applicable. (c) Exhibits. The following exhibits are furnished in accordance with Item 601 of Regulation S-K: Exhibit Number Description of Exhibit ------- ---------------------- 2.1 Termination Agreement among FelCor Lodging Trust Incorporated, FelCor Lodging Limited Partnership, FelCor Mergesub, MeriStar Hospitality Corporation and MeriStar Hospitality Operating Partnership, L.P. dated as of September 21, 2001 99.1 Press Release dated as of September 21, 2001 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: September 24, 2001 By: /s/ Richard J. O'Brien --------------------------------- Richard J. O'Brien Executive Vice President and Chief Financial Officer 4 INDEX TO EXHIBITS Exhibit Number Description of Exhibit ------ ---------------------- 2.1 Termination Agreement among FelCor Lodging Trust Incorporated, FelCor Lodging Limited Partnership, FelCor Mergesub, MeriStar Hospitality Corporation and MeriStar Hospitality Operating Partnership, L.P. dated as of September 21, 2001 99.1 Press Release dated as of September 21, 2001 EX-2.1 3 ex2-1_8k.txt TERMINATION AGREEMENT TERMINATION OF AGREEMENT AND PLAN OF MERGER This Termination of Agreement and Plan of Merger (the "Termination") is dated as of September 21, 2001, and entered into by and among FELCOR LODGING TRUST INCORPORATED, a Maryland corporation ("FelCor"), FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership ("FelCor OP" and, together with FelCor, the "FelCor Parties"), MERISTAR HOSPITALITY CORPORATION, a Maryland corporation ("MeriStar"), MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("MeriStar OP" and, together with MeriStar, the "MeriStar Parties"), and FELCOR MERGESUB, L.L.C., a Delaware limited liability company ("FelCor Mergesub"). R E C I T A L S: A. The FelCor Parties and the MeriStar Parties have previously entered into that certain Agreement and Plan of Merger dated as of May 9, 2001, as amended by First Amendment to Agreement and Plan of Merger dated as of August 16, 2001 (the "Merger Agreement"). B. The FelCor Parties and the MeriStar Parties desire to agree to the mutual termination of the Merger Agreement in the manner set forth herein. NOW, THEREFORE, the parties hereto hereby agree and consent to the termination of the Merger Agreement pursuant to Section 9.1(a) thereof effective as of the date hereof. The MeriStar Parties represent that the Board of Directors of MeriStar has duly authorized the termination of the Merger Agreement. The FelCor Parties represent that the Board of Directors of FelCor has duly authorized the termination of the Merger Agreement. This termination shall have the effects required by Section 9.3 of the Merger Agreement. IN WITNESS WHEREOF, the FelCor Parties, the MeriStar Parties and FelCor Mergesub have caused this Termination to be signed by their respective officers thereunto duly authorized all as of the date first written above. ATTEST: FELCOR LODGING TRUST INCORPORATED, a Maryland corporation By: /s/ Barbara Lacy By: /s/ Thomas J. Corcoran, Jr. ------------------------------ ---------------------------------- Name: Thomas J. Corcoran, Jr. Title: President FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership ATTEST: By: FelCor Lodging Trust Incorporated, its general partner By: /s/ Barbara Lacy By: /s/ Thomas J. Corcoran, Jr ------------------------------ ------------------------------------ Name: Thomas J. Corcoran, Jr. Title: President ATTEST: MERISTAR HOSPITALITY CORPORATION, a Maryland corporation By: /s/ Christopher L. Bennett By: /s/ Paul W. Whetsell ------------------------------ ------------------------------------ Name: Paul W. Whetsell Title: Chairman and Chief Executive Officer MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ATTEST: By: MeriStar Hospitality Corporation, its general partner By: /s/ Christopher L. Bennett By: /s/ Paul W. Whetsell ------------------------------ ----------------------------------- Name: Paul W. Whetsell Title: Chairman and Chief Executive Officer ATTEST: FELCOR MERGESUB, L.L.C., a Delaware limited liability company By: /s/ Barbara Lacy By: /s/ Thomas J. Corcoran, Jr. ------------------------------ ----------------------------------- Name: Thomas J. Corcoran, Jr. Title: President EX-99.1 4 ex99-1_8k.txt PRESS RELEASE For Immediate Release: FelCor and MeriStar Terminate Merger IRVING, Texas and WASHINGTON, D.C., September 21, 2001--FelCor Lodging Trust (NYSE: FCH), the nation's second largest hotel real estate investment trust (REIT), and MeriStar Hospitality Corporation (NYSE: MHX), the nation's third largest hotel REIT, today announced that the companies have jointly agreed to terminate their previously announced merger due to adverse changes in the financial markets. Both companies have cancelled their respective shareholder meetings to vote on the matter. "The termination of this merger is the result of the recent tragic events and their subsequent adverse impact on the financial markets," said Thomas J. Corcoran, Jr., president and CEO of FelCor. "A lot of dedicated people worked very hard on this transaction, but Paul Whetsell of MeriStar and I have agreed to focus now on our respective businesses." The aftermath of the terrorist attacks also will adversely impact previously issued earnings guidance for each of the companies. Both companies expect to provide updated guidance at their respective third quarter conference calls. There is no "break-up fee" associated with the merger termination. MeriStar said that the REIT's management team will continue to actively asset manage its portfolio of 112 hotels, which will be operated and managed by MeriStar Hotels & Resorts (NYSE: MMH), the nation's largest independent hotel management company. FelCor's hotel portfolio consists of 185 hotels with nearly 50,000 rooms and suites and is concentrated primarily in the upscale and full-service segments. FelCor is the owner of the largest number of Embassy Suites(R), Crowne Plaza(R), Holiday Inn(R), and independently owned Doubletree(R)-branded hotels. Other leading hotel brands under which FelCor's hotels are operated include Sheraton Suites(R), Sheraton(R) and Westin(R). FelCor has a current market capitalization of approximately $2.8 billion. Additional information can be found on the company's website at www.felcor.com. Washington, D.C.-based MeriStar Hospitality Corporation owns 112 principally upscale, full-service hotels in major market and resort locations with 28,617 rooms in 27 states, the District of Columbia and Canada. MeriStar Hospitality owns hotels under such internationally known brands as Hilton(R), Sheraton, Marriott(R), Westin, Radisson(R) and Doubletree. For more information about MeriStar Hospitality Corporation, visit its Web site: www.meristar.com. This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about FelCor Lodging Trust and MeriStar Hospitality Corporation, including those statements regarding future operating results and the timing and composition of revenues, among others. Except for historical information, the matters discussed in this press release are forward-looking statements that are subject to certain risks and uncertainties that could cause the actual results to differ materially, including the following: the ability of the company to cope with the economic disruption resulting from the terrorist attacks that occurred on September 11, 2001; the ability of the company to successfully implement its acquisition strategy and operating strategy; the company's ability to manage rapid expansion; changes in economic cycles; competition from other hospitality companies; and changes in the laws and government regulations applicable to the company. For a more detailed description of some of those risks and uncertainties, please read the sections titled "Cautionary Factors That May Affect Future Results" in the annual report on Form 10-K of FelCor Lodging Trust for the year ended December 31, 2000, and "Risk Factors" and "Special Note Regarding Forward-Looking Statements" in the annual report on Form 10-K of MeriStar Hospitality Corporation for the year ended December 31, 2000. MeriStar Hospitality Contacts: FelCor Lodging Trust Contacts: ----------------------------- ----------------------------- Bruce Riggins Thomas J. Corcoran, Jr. Director of Finance President and CEO (202) 295-2276 tcorcoran@felcor.com -------------------- (972) 444-4901 (214) 528-2587 Melissa Thompson Richard J. O'Brien Director, Corporate Communications Executive Vice President and CFO (202) 295-2228 robrien@felcor.com (972) 444-4932 Jerry Daly, Carol McCune (Media) Monica L. Hildebrand Daly Gray Public Relations Vice President, Communications (703) 435-6293 mhildebrand@felcor.com ---------------------- (972) 444-4917 (972) 742-2555 Stephen A. Schafer Director, Investor Relations Sschafer@felcor.com ------------------- (972) 444-4912