SEC 1746 (9-88) 1 of 11
Draft: 1.25.91
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
FELCOR LODGING TRUST INCORPORATED
(Name of Issuer)
COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
-----------------------
31430F101
(CUSIP Number)
BASS PLC
BASS AMERICA INC.
HOLIDAY CORPORATION
(Names of Persons Filing Statement)
PAUL R. KINGSLEY
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Tel. No.: (212) 450-4000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 28, 1998
(Date of Event which Requires Filing of
this Statement)
-----------------------
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check
the following: [ ]
Check the following box if a fee is being paid with this
statement: [ ]
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SCHEDULE 13D
CUSIP No. 31430F101 Page 2 of 14 Pages
- ------------------- ------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BASS PLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UK
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
8 SHARED VOTING POWER
9,618,743
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
9,618,743
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,618,743
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 31430F101 Page 3 of 14 Pages
- --------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BASS AMERICA INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
8 SHARED VOTING POWER
7,161,697
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
7,161,697
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,161,697
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 31430F101 Page 4 of 14 Pages
- ------------------- -------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HOLIDAY CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
8 SHARED VOTING POWER
2,457,046
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
2,457,046
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,457,046
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
Common Stock, $0.01 par value per share (the "Shares" or "Common Stock"), of
FelCor Lodging Trust Incorporated, a Maryland corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 545 E. John Carpenter
Freeway, Suite 1300, Irving, Texas 75062.
Item 2. Identity and Background.
The name of the persons filing this statement are Holiday Corporation, a
Delaware corporation ("HC"), Bass America, Inc., a Delaware corporation ("BAI"),
and Bass plc, an English public limited company ("Bass" and together with HC and
BAI, the "Bass Entities").
The address of the principal business and the principal office of HC is
Three Ravinia Drive, Suite 2900, Atlanta, Georgia 30346. The name, business
address, present principal occupation or employment, and citizenship of each
director and executive officer of HC is set forth on Schedule B.
The address of the principal business and the principal office of BAI is
1105 North Market Street, Suite 1046, Wilmington, Delaware 19801. The name,
business address, present principal occupation or employment, and citizenship of
each director and executive officer of BAI is set forth on Schedule A.
The address of the principal business and the principal office of Bass is
20 North Audley Street, London, England W1Y1WE. The name, business address,
present principal occupation or employment, and citizenship of each director of
Bass is set forth on Schedule C.
Bass is a public limited company organized under the laws of the United
Kingdom that is the ultimate parent of HC and BAI. BAI provides financing to
certain United States subsidiaries of Bass. HC licenses the trademarks known as
"Holiday Inns" and "Crowne Plaza." Prior to the merger referred to below, BAI
and HC respectively owned 6,970,022 and 2,391,386 shares of common stock, $0.01
par value of Bristol Hotel Company, a Delaware corporation ("Bristol").
During the last five years, none of the Bass Entities, nor any other person
controlling, controlled by or under common control with the Bass Entities, nor,
to the best of their knowledge, any of the persons listed on Schedules A, B and
C attached hereto, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Bass Entities acquired beneficial ownership of the shares of Common
Stock reported on hereunder on July 28, 1998 pursuant to the merger (the
"Merger") of Bristol with and into the Issuer, with the Issuer surviving such
Merger. The Merger is described in more detail in a Registration Statement on
Form S-4 (the "Registration Statement"), as amended, filed by the Issuer with
the Commission on June 18, 1998 (SEC File No. 333-50509). At the time of the
Merger, Bristol was a reporting company under the Securities Exchange Act of
1934, as amended, (the "Exchange Act"), and the Reporting Persons had previously
filed with the Commission on May 7, 1997 a Schedule 13D under the Exchange Act
to report their respective ownership of shares of the common stock of Bristol.
In the Merger, each shareholder of Bristol received 0.685 shares of Common Stock
for every share of the common stock of Bristol owned by such shareholder at the
time the Merger occurred. This Schedule 13D reflects beneficial ownership of the
shares of the Common Stock acquired as a result of consummation of the Merger.
Item 4. Purpose of Transaction.
Each of the Bass Entities has acquired its beneficial ownership of the
Shares reported on herein in the Merger as described above. The Bass Entities
currently hold such Common Stock for investment purposes. None of the Bass
Entities has plans or proposals which relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a)(i) HC has acquired and, for the purpose of Rule 13d-3 promulgated under
the Exchange Act, beneficially owns 2,457,046 Shares, representing approximately
3.6% of the outstanding Shares of the Issuer;
(a)(ii) BAI has acquired and, for the purpose of Rule 13d-3 promulgated
under the Exchange Act, beneficially owns 7,161,697 Shares, representing
approximately 10.6% of the outstanding Shares of the Issuer; and
(a)(iii) Bass, the indirect parent of HC and BAI, for purposes of Rule
13d-3 promulgated under the Exchange Act, beneficially owns 9,618,743 Shares
(the Shares acquired by HC and BAI), representing approximately 14.2% of the
outstanding Shares of the Issuer.
Except as set forth in this Item 5(a), none of the Bass Entities, nor any
other person controlling, controlled by or under common control with, the Bass
Entities, BAI or HC, nor, to the best of their knowledge, any persons named in
Schedules A, B and C hereto owns beneficially any Shares.
(b)(i) HC has shared power to vote and to dispose of 2,457,046 Shares.
(b)(ii) BAI has shared power to vote and to dispose of 7,161,697 Shares.
(b)(iii) Bass has shared power to vote and to dispose of 9,618,743 Shares.
(c) None other than the transactions described in Item 3.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
At the effective time of the Merger, the Bass Entities entered into a
Stockholders' and Registration Rights Agreement with the Issuer and certain
other stockholders of Bristol (the "Other Stockholders"), which requires the
Other Stockholders collectively and the Bass Entities collectively to vote their
Shares and take all other necessary action to insure that one designee of the
Other Stockholders collectively, on the one hand, and the Bass Entities
collectively, on the other hand, is elected to the Issuer's Board of Directors.
This obligation will terminate if either group no longer beneficially owns at
least 25% of the Shares beneficially owned by it at effective time of the
Merger.
Under the terms of the Stockholders' and Registration Rights Agreement, the
Bass Entities and the Other Stockholders have agreed not to sell or transfer
their Common Stock, subject to certain limited exceptions, until January 28,
1999.
Pursuant to the Stockholders' and Registration Rights Agreement, each of
the Bass Entities has granted to and received from each of the Other
Stockholders the right to participate in a sale of Common Stock, subject to
certain exceptions, on the same terms and conditions as and in a quantity
proportionate to the quantity being sold by the stockholder initiating or
proposing such transaction. The co-sale right will expire on the date that
either the Bass Entities collectively or the Other Stockholders collectively no
longer beneficially own at least 25% of the Common Stock owned by either group
at the effective time of the Merger.
Subject to the transfer restrictions described above, the Issuer has agreed
to register the Common Stock received by the Bass Entities in the Merger with
the Commission to cover reofferings and resales of such Common Stock by the Bass
Entities and to maintain such registration until such shares have been resold or
may be otherwise resold without restriction under Rules 144 and 145.
The Issuer has agreed that the Bass Entities will have the preemptive
right, in connection with any offering of Common Stock for aggregate cash
proceeds in excess of $100,000,000, to purchase on the same terms as such
offering a sufficient number of shares of Common Stock to maintain their
percentage ownership of Common Stock immediately prior to the offering. This
right will expire as to the Bass Entities if they do not exercise such right
with respect to three offerings or if they no longer own at least 50% of the
Common Stock owned by them at the effective time of the Merger.
The Issuer's Articles of Amendment and Restatement prohibits ownership by
any person of more than 9.9% of the outstanding Common Stock. This prohibition
may be waived by the Issuer's Board of Directors. The Issuer's Board of
Directors waived, subject to certain conditions, this limitation for the Bass
Entities and the Other Stockholders such that the Bass Entities collectively, on
the one hand, and the Other Stockholders collectively, on the other hand, may
initially own up to 15% each of the outstanding Common Stock. This percentage
will be reduced to the extent that such stockholder group fails to exercise its
preemptive rights with respect to future issuances of the Issuer's equity
securities.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Registration Statement on Form S-4 (incorporated herein by
reference to the Registration Statement on Form S-4, as amended,
filed by the Issuer with the Commission on June 18, 1998, SEC File
No. 333-50509) ("Form S-4"). The Merger Agreement is attached as
Exhibit 99.8 to the Form S-4.
Exhibit 2 Stockholders' and Registration Rights Agreement among the Issuer,
the Bass Entities and the Other Stockholders (incorporated herein
by reference to Exhibit 99.9 to the Form S-4.)
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: October 28, 1998
BASS AMERICA INCORPORATED
By: /s/ Andrew Simpson
----------------------
Name: Andrew Simpson
Title: President
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: October 28, 1998
HOLIDAY CORPORATION
By: /s/ Andrew MacFarlane
----------------------
Name: Andrew MacFarlane
Title: Executive Vice President
Chief Financial Officer
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: October 28, 1998
BASS PLC
By: /s/ F. Spencer Wigley
----------------------
Name: F. Spencer Wigley
Title: Company Secretary
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF BAI
The name, business address, title, present principal occupation
or employment of each of the directors and executive officers of BAI are set
forth below. If no business address is given the director's or officer's
business address is 1105 North Market Street, Suite 1046, Wilmington
Delaware, 19801. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to BAI. Unless otherwise indicated, all
of the persons listed below are citizens of the United States of America.
<TABLE>
<S> <C>
Present Principal Occupation Including Name and
Name and Business Address Address(1) of Employer
- -------------------------------------------------- ----------------------------------------------------
Directors
Julian Hank Baumann............................... Director and Secretary; Director, Vice President and
Secretary of Richards Layton & Finger
Andrew F. Simpson................................. Director, Chairman of the Board of Directors, and
President; Canadian Citizen
Anthony E. Stern.................................. Director, Treasurer, Vice President; British Citizen
Present Principal Occupation Including Name and
Name and Business Address Address(2) of Employer
- -------------------------------------------------- ----------------------------------------------------
Executive Officers
(Who Are Not Directors)
David P. Fontello.................................. Assistant Secretary
- -------------
(1) Same address as director's or officer's business address except where
indicated.
(2) Same address as director's or officer's business address except where
indicated.
</TABLE>
SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS OF HC
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of HC are set forth
below. If no business address is given the director's or officer's business
address is Three Ravinia Drive, Suite 2900, Atlanta, GA 30346. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to HC.
Unless otherwise indicated, all of the persons listed below are citizens of the
United States of America.
<TABLE>
<S> <C>
Present Principal Occupation Including Name and
Name and Business Address Address(1) of Employer
- -------------------------------------------------- ----------------------------------------------------
Directors
Thomas R. Oliver.................................. Director, Chairman, Chief Executive Officer,
President
Craig H. Hunt..................................... Director, President of Holiday Inn Hotels
Andrew MacFarlane................................. Director, Executive Vice President and Chief
Financial Officer; British Citizen
Present Principal Occupation Including Name and
Name and Business Address Address(2) of Employer
- -------------------------------------------------- ----------------------------------------------------
Executive Officers
(Who Are Not Directors)
Robert D. Hill.................................... Executive Vice President, General Counsel
and Secretary
Lucinda Durning................................... Executive Vice President, Human Resources
W. Douglas Lewis.................................. Executive Vice President and
Chief Information Officer
Thomas Arasi...................................... President of Crowne Plaza Hotels and Resorts
John T. Sweetwood................................. President of Express Hotels and Leisure
Morton H. Aronson................................. Assistant Secretary
Chris J. Ballad................................... Controller
Vice President; British Citizen
Michael L. Goodson................................ Vice President, Corporate Finance
Robert J. Chitty.................................. Treasurer and Vice President, Tax &
Treasury
Elaine R. Pope.................................... Assistant Secretary
Steven W. Smith................................... Assistant Secretary
James Kacena...................................... Assistant Secretary
Teresa Blankenship................................ Assistant Secretary
- -------------
(1) Same address as director's or officer's business address except where
indicated.
(2) Same address as director's or officer's business address except where
indicated.
</TABLE>
SCHEDULE C
DIRECTORS AND EXECUTIVE OFFICERS OF BASS
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Bass are set forth
below. If no business address is given the director's or officer's business
address is 20 North Audley Street, London W1Y1WE. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to Bass. Unless
otherwise indicated, all of the persons listed below are British citizens.
<TABLE>
<S> <C>
Present Principal Occupation Including Name and
Name and Business Address Address(1) of Employer
- -------------------------------------------------- ----------------------------------------------------
Directors
Sir Ian Prosser................................... Chairman and Chief Executive
Roger Carr........................................ Non-Executive Director; Chief Executive of Williams
plc
Tim Clarke........................................ Chief Executive of Bass Taverns
Robert C. Larson.................................. Non-Executive Director; Chairman of the Taubman
Realty Group and Vice Chairman of Taubman
Centres Inc.; U.S. citizen
Iain Napier....................................... Chief Executive of Bass Brewers
Sir Peter Middleton............................... Non-Executive Director; Non-Executive Director of
Barclays Bank plc
Sir Geoffrey Mulcahy.............................. Chief Executive of Kingfisher plc
Richard North..................................... Finance Director and Chairman of Britvic Soft Drinks
Sir Michael Perry................................. Non-Executive Director and Deputy Chairman;
Chariman of Dunlop Slazenger Group Limited;
Chairman of Centrica plc
Thomas R. Oliver.................................. Chief Executive Officer Bass Hotels & Resorts, Inc.
(3 Ravinia Drive, Suite 2900, Atlanta, Georgia
30346); U.S. Citizen
F. Spencer Wigley................................. Company Secretary
Present Principal Occupation Including Name and
Name and Business Address Address of Employer
- -------------------------------------------------- ----------------------------------------------------
Executive Officers
(Who Are Not Directors)
Not Applicable
- -------------
(1) Same address as director's or officer's business address except where
indicated.
</TABLE>
