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): December 10, 1999
CNL HOSPITALITY PROPERTIES, INC.
(Exact Name of Registrant as Specified in Charter)
Florida 333-67787 59-3396369
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
450 South Orange Avenue 32801
Orlando, Florida (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (407) 650-1000
<PAGE>
Item 2. Acquisition or Disposition of Assets.
Residence Inn(R) by Marriott(R) located in Mira Mesa, California. On
December 10, 1999, the Company acquired the Residence Inn located in Mira Mesa,
California (the "Mira Mesa Property") for $15,423,000 from Residence Inn by
Marriott, Inc. The Company, as lessor, has entered into a long-term lease
agreement relating to this Property. The general terms of the lease agreement
are described in "Business -- Description of Property Leases." The principal
features of the lease are as follows:
o The initial term of the lease expires in 15 years.
o At the end of the initial lease term, the tenant will have two
consecutive renewal options of ten years each.
o The lease will require minimum rent payments of $1,542,300 per year.
o In addition to minimum rent, for each lease year after the second lease
year, the lease will require percentage rent equal to seven percent of
room revenues, in excess of room revenues for the second lease year.
o A security deposit equal to $474,554 will be retained by the Company as
security for the tenant's obligations under the lease.
o The tenant has established an FF&E Reserve. Deposits to the FF&E
Reserve are made every four weeks as follows: 2% of gross receipts for
the first lease year; 4% of gross receipts for the second lease year;
and 5% of gross receipts every lease year thereafter. Funds in the FF&E
Reserve and all property purchased with funds from the FF&E Reserve
shall be paid, granted and assigned to the Company as additional rent.
o Marriott International, Inc. will guarantee the tenant's obligation to
pay minimum rent under the lease. The guarantee terminates on the
earlier of the end of the third lease year or at such time as the net
operating income from the Property exceeds minimum rent due under the
lease by 25% for any trailing 12-month period. The maximum amount of
the guarantee is $,1542,300.
The estimated federal income tax basis of the depreciable portion of
the Mira Mesa Property is approximately $13.6 million.
The Mira Mesa Property is a newly constructed hotel which commenced
operations in late September 1999. The Mira Mesa Property is located in the
Sorrento Valley area of northern San Diego, California, in the suburb of
Sorrento Mesa and has 150 guest suites. Other lodging facilities located in
proximity to the Mira Mesa Property include a Doubletree Hotel, a Wyndham Garden
Hotel, an Embassy Suites, a Courtyard by Marriott and another Residence Inn.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro forma financial information.
See Index to Pro Forma Financial Statements on page 2.
<PAGE>
CNL HOSPITALITY PROPERTIES, INC.
AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
Page
----
Pro Forma Consolidated Financial Information (Unaudited):
Unaudited Pro Forma Consolidated Balance Sheet as of September
30, 1999 4
Unaudited Pro Forma Consolidated Statement of Earnings for the
nine months ended September 30, 1999 5
Unaudited Pro Forma Consolidated Statement of Earnings for the
year ended December 31, 1998 6
Notes to Unaudited Pro Forma Consolidated Financial Statements for
the nine months ended September 30, 1999 and the year ended
December 31, 1998 7
<PAGE>
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following Unaudited Pro Forma Consolidated Balance Sheet of CNL
Hospitality Properties, Inc. and subsidiaries (the "Company") gives effect to
(i) the receipt of $223,321,043 in gross offering proceeds from the sale of
22,332,104 shares of common stock for the period from inception through
September 30, 1999, and the application of such funds to purchase two
properties, to invest in an unconsolidated subsidiary which owned seven
properties as of September 30, 1999, to redeem 3,000 shares of common stock
pursuant to the Company's redemption plan, and to pay offering expenses,
acquisition fees and miscellaneous acquisition expenses, (ii) the receipt of
$50,727,152 in gross offering proceeds from the sale of 5,072,715 additional
shares for the period October 1, 1999 through December 10, 1999, (iii) the
application of such funds to acquire an 89 percent interest in a majority owned
limited liability company, to purchase one property, to place a deposit on two
additional properties, to redeem 2,885 shares of common stock pursuant to the
Company's redemption plan, and to pay offering expenses, acquisition fees and
miscellaneous acquisition expenses, all as reflected in the pro forma
adjustments described in the related notes. The Unaudited Pro Forma Consolidated
Balance Sheet as of September 30, 1999, includes the transactions described in
(i) above, from its historical balance sheet, adjusted to give effect to the
transactions in (ii) and (iii) above as if they had occurred on September 30,
1999.
The Unaudited Pro Forma Consolidated Statements of Earnings for the
nine months ended September 30, 1999 and the year ended December 31, 1998,
includes the historical operating results of the properties described in (i) and
(iii) above from the date of their acquisitions plus operating results from (A)
the later of (1) the date the property became operational or (2) January 1,
1998, to (B) the earlier of (1) the date the property was acquired by the
Company or its unconsolidated subsidiary or (2) to the end of the pro forma
period presented.
This pro forma consolidated financial information is presented for
informational purposes only and does not purport to be indicative of the
Company's financial results or condition if the various events and transactions
reflected therein had occurred on the dates, or been in effect during the
periods, indicated. This pro forma consolidated financial information should not
be viewed as indicative of the Company's financial results or conditions in the
future.
<PAGE>
CNL HOSPITALITY PROPERTIES, INC.
AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
<S> <C>
Pro Forma
ASSETS Historical Adjustments Pro Forma
-------------- --------------- --------------
Land, buildings and equipment on operating leases $ 27,676,298 $ 84,857,743 (a) (b) $112,534,041
Investment in unconsolidated subsidiary 38,882,550 -- 38,882,550
Cash and cash equivalents 118,019,624 (31,170,046 ) (b) 86,849,578
Restricted cash 250,177 -- 250,177
Certificate of deposit 5,015,822 -- 5,015,822
Due from related party 24,743 -- 24,743
Receivables 67,980 -- 67,980
Dividends receivable 1,214,772 -- 1,214,772
Loan costs 60,141 -- 60,141
Accrued rental income 80,523 -- 80,523
Other assets 7,092,227 (389,147 ) (b) 6,703,080
---------------- -------------- ---------------
$ 198,384,857 $ 53,298,550 $251,683,407
================ ============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 11,303 $ (1,200 ) (b) $ 10,103
Due to related parties 495,704 (492,688 ) (b) 3,016
Security deposits 1,417,500 -- 1,417,500
---------------- -------------- ---------------
Total liabilities 1,924,507 (493,888 ) 1,430,619
---------------- -------------- ---------------
Minority interest -- 7,150,000 (a) 7,150,000
---------------- -------------- ---------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, without par value.
Authorized and unissued 3,000,000 shares -- -- --
Excess shares, $.01 par value per share.
Authorized and unissued 63,000,000 shares -- -- --
Common stock, $.01 par value per share.
Authorized 60,000,000 shares; issued
22,352,104 and outstanding 22,349,104
shares; issued 27,424,819 and outstanding
27,418,934 shares, as adjusted 223,491 50,698 (b) 274,189
Capital in excess of par value 198,470,016 46,591,740 (b) 245,061,756
Accumulated distributions in excess of
net earnings (2,233,157 ) -- (2,233,157 )
---------------- -------------- ---------------
Total stockholders' equity 196,460,350 46,642,438 243,102,788
---------------- -------------- ---------------
$198,384,857 $ 53,298,550 $251,683,407
================ ============== ===============
See accompanying notes to unaudited pro
forma consolidated financial statements.
<PAGE>
CNL HOSPITALITY PROPERTIES, INC.
AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
NINE MONTHS ENDED SEPTEMBER 30, 1999
Pro Forma
Historical Adjustments Pro Forma
------------- -------------- --------------
Revenues:
Rental income from operating
leases $2,255,968 $ 47,126 (1) $2,303,094
FF&E reserve income 194,301 3,953 (2) 198,254
Dividend income 1,826,818 461,106 (3) 2,287,924
Interest and other income 2,125,043 (219,052 ) (4) 1,905,991
-------------- ---------------- ----------------
6,402,130 293,133 6,695,263
-------------- ---------------- ----------------
Expenses:
Interest 239,922 -- 239,922
General operating and
administrative 415,245 -- 415,245
Professional services 45,478 -- 45,478
Asset management fees to
related party 87,146 24,392 (7) 111,538
Other 5,968 -- 5,968
Depreciation and amortization 736,593 15,826 (8) 752,419
-------------- ---------------- ----------------
1,530,352 40,218 1,570,570
-------------- ---------------- ----------------
Earnings Before Equity in Loss of
Unconsolidated Subsidiary After
Deduction of Preferred Stock
Dividends 4,871,778 252,915 5,124,693
Equity in Loss of Unconsolidated
Subsidiary After Deduction of
Preferred Stock Dividends (557,733 ) (144,635 ) (9) (702,368 )
-------------- ---------------- ----------------
Net Earnings $4,314,045 $108,280 $4,422,325
============== ================ ================
Earnings Per Share of Common Stock:
Basic $ 0.34 $ 0.35
============== ================
Diluted $ 0.33 $ 0.35
============== ================
Weighted Average Number of Shares
Outstanding:
Basic 12,652,059 12,679,594
============== ================
Diluted 17,509,791 12,679,594
============== ================
See accompanying notes to unaudited pro
forma consolidated financial statements.
<PAGE>
CNL HOSPITALITY PROPERTIES, INC.
AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
YEAR ENDED DECEMBER 31, 1998
Pro Forma
Historical Adjustments Pro Forma
------------ -------------- --------------
Revenues:
Rental income from
operating leases $1,218,500 $1,706,732 (1) $2,925,232
FF&E reserve income 98,099 140,000 (2) 238,099
Dividend income -- 423,938 (3) 423,938
Interest income 638,862 (609,975 )(4) 28,887
------------- ---------------- ----------------
1,955,461 1,660,695 3,616,156
------------- ---------------- ----------------
Expenses:
Interest and loan cost amortization 350,322 448,718 (5) 799,040
General operating and
administrative 167,951 92,733 (6) 260,684
Professional services 21,581 -- 21,581
Asset management fees to
related party 68,114 106,571 (7) 174,685
Depreciation and amortization 388,554 538,125 (8) 926,679
------------- ---------------- ----------------
996,522 1,186,147 2,182,669
------------- ---------------- ----------------
Earnings Before Equity in Loss
of Unconsolidated Subsidiary
After Deductions of Preferred
Stock Dividends 958,939 474,548 1,433,487
Equity in Loss of Unconsolidated
Subsidiary After Deduction of
Preferred Stock Dividends -- (56,464 )(9) (56,464 )
------------- ---------------- ----------------
Net Earnings $ 958,939 $ 418,084 $1,377,023
============= ================ ================
Earnings Per Share of Common Stock
(Basic and Diluted) (10) $ 0.40 $ 0.51
============= ================
Weighted Average Number of Shares of
Common Stock Outstanding (10) 2,402,344 2,697,355
============= ================
</TABLE>
See accompanying notes to unaudited pro
forma consolidated financial statements.
<PAGE>
CNL HOSPITALITY PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND
THE YEAR ENDED DECEMBER 31, 1998
Unaudited Pro Forma Consolidated Balance Sheet:
(a) The unaudited pro forma consolidated financial statements reflect the
accounts of the Courtyard Annex, L.L.C. (the "LLC"), an 89 percent
majority owned limited liability company. Minority interest represents
the minority owner's proportionate share of the equity in the LLC. All
intercompany balances and transactions have been eliminated.
The balance sheet of the LLC as of the acquisition date, November 16,
1999, consisted of the following:
Assets
Land, buildings and equipment $65,000,000
===========
Equity $65,000,000
===========
(b) Represents gross proceeds of $50,727,152 from the sale of 5,072,715
shares during the period October 1, 1999 through December 10, 1999 and
$31,170,046 in cash and cash equivalents, used (i) to acquire an 89
percent interest in the LLC and to purchase one property for
$61,044,865 and $16,662,878, respectively, (which includes closing
costs of $26,349 and $115,725, respectively, and acquisition fees and
costs of $3,168,516 and $1,124,153, respectively, which had been
recorded as other assets as of September 30, 1999), (ii) to pay
acquisition fees and costs of $2,409,621 ($126,899 of which was accrued
at September 30, 1999) which had been capitalized as other assets and
to reclassify from other assets $2,009,947 of acquisition fees
previously incurred relating to the acquired property, (iii) to make a
$1,620,800 deposit on three additional properties, (iv) to pay selling
commissions and offering expenses of $4,425,161 which have been netted
against stockholders' equity (a total of $366,989 of which was accrued
as of September 30, 1999), and (v) to redeem 2,885 shares of common
stock for $26,542.
The pro forma adjustment to land, buildings and equipment on operating
leases as a result of (i) above was as follows:
<TABLE>
<CAPTION>
<S><C>
Acquisition
Fees and Costs
And Closing
Asset Value or Costs Allocated
Purchase Price to Investment Total
------------------- ------------------- -----------------
Courtyard Philadelphia in
Philadelphia, PA
(See (a) above) $65,000,000 $3,194,865 $68,194,865
Residence Inn Mira Mesa in Mira
Mesa, CA 15,423,000 1,239,878 16,662,878
------------------- ------------------- -----------------
$80,423,000 $4,434,743 $84,857,743
=================== =================== =================
</TABLE>
<PAGE>
CNL HOSPITALITY PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS - CONTINUED
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND
THE YEAR ENDED DECEMBER 31, 1998
Unaudited Pro Forma Consolidated Statements of Earnings:
(1) Represents adjustment to rental income from operating leases for the
properties acquired by the Company as of December 10, 1999, (the "Pro
Forma Properties"), for the period commencing (A) the later of (i) the
date the Pro Forma Property became operational by the previous owner or
(ii) January 1, 1998, to (B) the earlier of (i) the date the Pro Forma
Property was acquired by the Company or (ii) the end of the pro forma
period presented. The following presents the actual date the Pro Forma
Properties were acquired or placed in service by the Company as
compared to the date the Pro Forma Properties were treated as becoming
operational as a rental property for purposes of the Pro Forma
Consolidated Statements of Earnings.
Date Pro Forma
Date Placed Property Became
in Service Operational as
By the Company Rental Property
-------------- ---------------
Residence Inn Buckhead (Lenox
Park) in Atlanta, GA July 31, 1998 January 1, 1998
Residence Inn Gwinnett Place
in Duluth, GA July 31, 1998 January 1, 1998
Residence Inn Mira Mesa
in Mira Mesa, CA December 10, 1999 September 20, 1999
Courtyard Philadelphia Downtown
in Philadelphia, PA November 16, 1999 November 16, 1999
Generally, the leases provide for the payment of percentage rent in
addition to base rental income. However, due to the fact that no
percentage rent was due under the leases for the Pro Forma Properties
during the portion of 1998 that the Company held the properties, no pro
forma adjustment was made for percentage rental income for the year
ended December 31, 1998.
(2) Represents reserve funds which will be used for the replacement and
renewal of furniture, fixtures and equipment relating to the Pro Forma
Properties (the "FF&E Reserve"). The funds in the FF&E Reserve and all
property purchased with funds from the FF&E Reserve will be paid,
granted and assigned to the Company as additional rent. In connection
therewith, FF&E reserve income was earned at approximately $10,000 per
month, per Pro Forma Property.
(3) Represents adjustment to dividend income earned on the Company's
$37,978,272 investment at September 30, 1999, in the 9.76% Class B
cumulative preferred stock of the unconsolidated subsidiary, for the
period commencing (A) the later of (i) the date the properties owned by
the unconsolidated subsidiary became operational by the previous owner
or (ii) January 1, 1998, to (B) the earlier of (i) the date the
properties owned by the unconsolidated subsidiary were acquired or (ii)
the end of the pro forma period presented. The cash from the Company's
investment, along with loan proceeds and funds from an institutional
investor were used to purchase seven hotel properties which were
operational prior to the Company's investment in the unconsolidated
subsidiary. The following presents the actual date the unconsolidated
<PAGE>
CNL HOSPITALITY PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS - CONTINUED
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND
THE YEAR ENDED DECEMBER 31, 1998
Unaudited Pro Forma Consolidated Statements of Earnings - Continued:
subsidiary properties were acquired or placed in service by the
unconsolidated subsidiary as compared to the date the unconsolidated
subsidiary's properties were treated as becoming operational for
purposes of the Pro Forma Consolidated Statements of Earnings:
<TABLE>
<CAPTION>
<S> <C>
Pro forma
Date Unconsolidated
Date Placed Subsidiary
in Service Properties Became
By the Operational as
Unconsolidated Subsidiary Rental Property
------------------------- ---------------
Residence Inn Las Vegas, NV February 25, 1999 October 1, 1998
Residence Inn Plano, TX February 25, 1999 October 12, 1998
Marriott Suites Dallas, TX February 25, 1999 November 11, 1998
Courtyard Plano, TX February 25, 1999 December 23, 1998
Residence Inn Phoenix, AZ June 16, 1999 May 14, 1999
Courtyard Scottsdale, AZ June 16, 1999 May 21, 1999
Courtyard Seattle, WA June 16, 1999 May 22, 1999
</TABLE>
(4) Represents adjustment to interest income due to the decrease in the
amount of cash available for investment in interest bearing accounts
during the periods commencing (A) the later of (i) the dates the Pro
Forma Properties and the unconsolidated subsidiary's properties became
operational by the previous owners or (ii) January 1, 1998, through (B)
the earlier of (i) the actual date the Pro Forma Properties and the
unconsolidated subsidiary's properties were acquired or (ii) the end of
the pro forma period presented, as described in Note (1) and Note (3)
above. The estimated pro forma adjustment is based upon the fact that
interest income from interest bearing accounts was earned at a rate of
approximately four percent per annum by the Company during the year
ended December 31, 1998 and the nine months ended September 30, 1999.
(5) Represents adjustment to interest expense incurred at a rate ranging
from 8.05% to 8.8% per annum in connection with the assumed borrowings
from the line of credit of $8,600,000 on January 1, 1998 for the period
January 1, 1998 through July 31, 1998. Also represents amortization of
the loan origination fee of $43,000 (.5% on the $8,600,000 from
borrowings on the line of credit) and $19,149 of other miscellaneous
closing costs, amortized under the straight-line method over a period
of five years.
(6) The Company has incurred operating expenses which, in general, are
those expenses relating to administration of the Company on an ongoing
basis. Pursuant to the advisory agreement, CNL Hospitality Corp. (the
"Advisor") is required to reimburse the Company the amount by which the
total operating expenses paid or incurred by the Company exceed in any
four consecutive fiscal quarters the greater of two percent of average
invested assets or 25 percent of net income (the "Expense Cap"). During
the year ended December 31, 1998, the Company's operating expenses
exceeded the Expense Cap by $92,733; therefore, the Advisor reimbursed
the Company such amount in accordance with the advisory agreement.
However, as a result of the increase in pro forma earnings for the year
ended December 31, 1998, the Company's operating expenses no longer
exceeded the Expense Cap. Therefore, this reimbursement was reversed
for pro forma purposes.
<PAGE>
CNL HOSPITALITY PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS - CONTINUED
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND
THE YEAR ENDED DECEMBER 31, 1998
Unaudited Pro Forma Consolidated Statements of Earnings - Continued:
(7) Represents increase in asset management fees relating to the Pro Forma
Properties and the investment in unconsolidated subsidiary for the
period commencing (A) the later of (i) the date the Pro Forma
Properties and the unconsolidated subsidiary's properties became
operational by the previous owners or (ii) January 1, 1998, through (B)
the earlier of (i) the date the Pro Forma Properties and the
unconsolidated subsidiary's properties were acquired or (ii) the end of
the pro forma period presented, as described in Notes (1) and (3)
above. Asset management fees are equal to 0.60% per year of the
Company's Real Estate Asset Value, including the investment in the
unconsolidated subsidiary, as defined in the Company's prospectus.
(8) Represents incremental increase in depreciation expense of the building
and the furniture, fixture and equipment ("FF&E") portions of the Pro
Forma Properties accounted for as operating leases using the
straight-line method. The buildings and FF&E are depreciated over
useful lives of 40 and seven years, respectively.
(9) Represents adjustment to equity in loss of unconsolidated subsidiary
after deduction of preferred stock dividends for the period commencing
(A) the date the unconsolidated subsidiary's properties became
operational by the previous owner, through (B) the earlier of (i) the
date the properties were acquired by the unconsolidated subsidiary or
(ii) the end of the pro forma period presented, as described in Note
(3) above. The following represents the Company's share of pro forma
net earnings or loss after deduction of preferred stock dividends
declared for the pro forma period ending:
<TABLE>
<CAPTION>
<S> <C>
September 30, December 30,
1999 1998
---- ----
Unconsolidated Subsidiary Pro Forma
Earnings Before Preferred Stock Dividends $ 3,311,596 $ 752,368
8% Class A Cumulative Preferred Stock
Dividends (institutional investor) (2,451,076) (442,261)
9.76% Class B Cumulative Preferred Stock
Dividends (the Company) (2,287,925) (423,938)
8% Class C Cumulative Preferred Stock
Dividends (other investors) (6,000) (1,402)
---------------- ------------
Pro Forma Net Loss of Unconsolidated Subsidiary
After Preferred Stock Dividends $(1,433,405) $(115,233)
============ =========
The Company's 49% Interest in the Pro Forma
Loss of the Unconsolidated Subsidiary $ (702,368) $ (56,464)
============= ==========
</TABLE>
(10) Historical earnings per share were calculated based upon the weighted
average number of shares of common stock outstanding during the nine
months ended September 30, 1999 and the year ended December 31, 1998.
<PAGE>
CNL HOSPITALITY PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS - CONTINUED
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND
THE YEAR ENDED DECEMBER 31, 1998
Unaudited Pro Forma Consolidated Statements of Earnings - Continued:
As a result of two of the Pro Forma Properties being treated in the Pro
Forma Consolidated Statements of Earnings as operational since January
1, 1998, the Company assumed approximately 2,206,573 shares of common
stock were sold, and the net offering proceeds were available for
purchase of these properties. Due to the fact that approximately
1,929,115, of these shares of common stock were actually sold
subsequently, during the period January 1, 1998 through May 21, 1998,
the weighted average number of shares outstanding for the pro forma
period was adjusted.
In addition, as a result of the investment in the unconsolidated
subsidiary being treated in the Pro Forma Consolidated Statements of
Earnings as invested pro rata beginning on October 1, 1998 (the date
the first property became operational), the Company assumed additional
shares of common stock were sold and net offering proceeds were
available for investment during the period October 1, 1998 through
December 31, 1998 and the period January 1, 1999 through January 26,
1999. Due to the fact that approximately 857,020 of these shares of
common stock were actually sold during the nine months ended September
30, 1999, the weighted average number of shares outstanding for the pro
forma period was adjusted. Pro forma earnings per share were calculated
based upon the weighted average number of shares of common stock
outstanding, as adjusted, during the nine months ended September 30,
1999 and the year ended December 31, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be filed on its behalf by
the undersigned thereunto duly authorized.
CNL HOSPITALITY PROPERTIES, INC.
Dated: December 20, 1999 By: /s/ Robert A. Bourne
ROBERT A. BOURNE, President
