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