UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
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 0-24097
CNL HOSPITALITY PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland 59-3396369
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
450 South Orange Avenue
Orlando, Florida 32801
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (407) 650-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of exchange on which registered:
None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or 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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of the voting stock held by nonaffiliates of the
registrant: The registrant registered an offering of shares of common stock (the
"Shares") on Form S-11 under the Securities Act of 1933, as amended. As of
February 17, 2000, 29,939,869 shares were beneficially owned by non-affiliates.
Since no established market for such Shares exists, there is no market value for
such Shares. Each Share was originally sold at $10 per Share.
The number of Shares of common stock outstanding as of February 17, 2000,
was 31,371,829.
<PAGE>
The Form 10-K of CNL Hospitality Properties, Inc. (the "Company") for
the year ended December 31, 1999, is being amended to include, in Item 14(d),
summarized financial information of Marriott International, Inc. ("Marriott").
Marriott is a guarantor of lease payments for two of the Company's tenants who
are leasing amounts that represent more than 20 percent of the Company's total
assets as of December 31, 1999. This summarized information was not available to
the Company at the time the Company filed its Form 10-K for the year ended
December 31, 1999.
PART IV
(d) Other Financial Information
The following summarized information is filed as part of this report as
a result of Marriott guaranteeing lease payments for two tenants
relating to lease properties representing more than 20 percent of the
Company's total assets as of December 31, 1999. The summarized
financial information presented for Marriott as of December 31, 1999
and 1998, and for each of the years ended December 31, 1999, 1998 and
1997, was obtained from the Form 10-K filed by Marriott with the
Securities and Exchange Commission for the year ended December 31,
1999.
Marriott International, Inc. and Subsidiaries
Selected Financial Data
(in Millions, except per share data)
Consolidated Balance Sheet Data:
December 31,
1999 1998
---- ----
Current assets $1,600 $1,333
Noncurrent assets 5,724 4,900
Current liabilities 1,743 1,412
Noncurrent liabilities 2,673 2,251
Consolidated Statement of Income Data:
Year Ended December 31,
1999 1998 1997
---- ---- ----
Gross revenues $8,771 $8,004 $7,268
Costs and expenses 8,371 7,614 6,944
Net income 400 390 324
Basic earnings per share 1.62 1.56 1.27
Diluted earnings per share 1.51 1.46 1.19
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 17th day of
March, 2000.
CNL HOSPITALITY PROPERTIES, INC.
By: ROBERT A. BOURNE
President
/s/ Robert A. Bourne
---------------------------
ROBERT A. BOURNE
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C>
/s/ James M. Seneff, Jr. Chairman of the Board and Chief March 17, 2000
- ---------------------------- Executive Officer (Principal
James M. Seneff, Jr. Executive Officer)
/s/ Robert A. Bourne Vice Chairman and President March 17, 2000
- ---------------------------
Robert A. Bourne
/s/ Matthew W. Kaplan Director March 17, 2000
- ---------------------------
Matthew W. Kaplan
/s/ C. Brian Strickland Vice President, Finance & March 17, 2000
- --------------------------- Administration (Principal Financial
C. Brian Strickland and Accounting Officer)
/s/ Charles E. Adams Independent Director March 17, 2000
- ---------------------------
Charles E. Adams
/s/ Lawrence A. Dustin Independent Director March 17, 2000
- ---------------------------
Lawrence A. Dustin
/s/ John A. Griswold Independent Director March 17, 2000
- ----------------------------
John A. Griswold
/s/ Craig M. McAllaster Independent Director March 17, 2000
- ----------------------------
Craig M. McAllaster
</TABLE>
