CNL HOSPITALITY PROPERTIES INC
POS AM, 2000-10-11
LESSORS OF REAL PROPERTY, NEC
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As filed with the Securities and Exchange Commission on October 11, 2000
                                                      Registration No. 333-67787


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                       POST-EFFECTIVE AMENDMENT NO. SEVEN
                                       TO
                                    FORM S-11
                             REGISTRATION STATEMENT
                                      UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED



                        CNL HOSPITALITY PROPERTIES, INC.
               (Exact Name of Registrant as Specified in Charter)

                           CNL Center at City Commons
                             450 South Orange Avenue
                             Orlando, Florida 32801
                            Telephone: (407) 650-1000
                    (Address of principal executive offices)


                              JAMES M. SENEFF, JR.
                             Chief Executive Officer
                           CNL Center at City Commons
                             450 South Orange Avenue
                             Orlando, Florida 32801
                            Telephone: (407) 650-1000
                       (Name, Address and Telephone Number
                              of Agent for Service)


                                   COPIES TO:

                          THOMAS H. McCORMICK, ESQUIRE
                          JAMES A. BLALOCK III, ESQUIRE
                               Shaw Pittman 2300 N
                                  Street, N.W.
                             Washington, D.C. 20037

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the  Securities  Act  registration  statement  number of earlier  effective
registration statement for the same offering. [ ]

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. [ ]

         If delivery of the  prospectus  is expected to be made pursuant to Rule
434, please check the following box. [ ]



<PAGE>



         On September 14, 2000, CNL Hospitality Properties, Inc. (the "Company")
concluded its public offering (the "1999  Offering") of up to 27,500,000  shares
of common stock (the "Shares") In connection with the 1999 Offering, the Company
issued a total of 27,499,899 Shares,  including 96,520 Shares issued pursuant to
the  Reinvestment  Plan. The Company hereby  withdraws the  registration  of the
remaining  101 Shares  registered,  but not issued in  connection  with the 1999
Offering.

         In  addition,   the  Company  registered  1,000,000  Soliciting  Dealer
Warrants and  1,000,000  shares of common stock  issuable  upon  exercise of the
warrants.  In connection  with the 1999 Offering,  the Company issued a total of
960,913 warrants. The Company hereby withdraws the registration of the remaining
39,087  warrants as well as 39,087  shares of common stock  registered,  but not
issuable in connection with the Initial Offering.


<PAGE>


                                   SIGNATURES


              Pursuant to the  requirements  of the  Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing  on  Form  S-11  and  has  duly  caused  this
Post-Effective Amendment No. Seven to the Registration Statement to be signed on
its  behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of
Orlando, State of Florida, on September 29, 2000.

                                  CNL HOSPITALITY PROPERTIES, INC.
                                  (Registrant)



                                  By:      /s/ James M. Seneff, Jr.
                                           -------------------------------
                                           James M. Seneff, Jr.
                                           Chairman of the Board and Chief
                                           Executive Officer


<PAGE>


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Post-Effective Amendment No. Seven to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S> <C>

                   Signature                                       Title                                   Date


    /s/ James M. Seneff, Jr.                             Chairman of the Board and                  September 29, 2000
    ----------------------------------------             Chief Executive Officer
    JAMES M. SENEFF, JR.                                 (Principal Executive Officer)


    /s/ Robert A. Bourne                                 Director and President                     September 29, 2000
    ----------------------------------------
    ROBERT A. BOURNE


    /s/ C. Brian Strickland                              Senior Vice President, Finance and         September 29, 2000
    ----------------------------------------             Administration (Principal Financial
    C. BRIAN STRICKLAND                                  and Accounting Officer)


    /s/ Mathew W. Kaplan                                 Director                                   September 29, 2000
    ----------------------------------------
    MATHEW W. KAPLAN


    /s/ Charles E. Adams                                 Independent Director                       September 29, 2000
    ----------------------------------------
    CHARLES E. ADAMS


    /s/ Lawrence A. Dustin                               Independent Director                       September 29, 2000
    ----------------------------------------
    LAWRENCE A. DUSTIN


    /s/ John A. Griswold                                 Independent Director                       September 29, 2000
    ----------------------------------------
    JOHN A. GRISWOLD


    /s/ Craig M. McAllaster                              Independent Director                       September 29, 2000
    ----------------------------------------
    CRAIG M. MCALLASTER
</TABLE>


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