<PAGE> 1
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
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 0-24250
FELCOR SUITE HOTELS, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 72-2541756
(State or other jurisdiction of I.R.S. Employer
incorporation or Identification No.
organization)
545 E. JOHN CARPENTER FREEWAY, SUITE 1300, IRVING, TEXAS 75062
(Address of principal executive offices) (Zip Code)
(214) 444-4900
(Registrant's telephone number, including area code)
5215 N. O'CONNOR BLVD., SUITE 330, IRVING, TEXAS 75039
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
documents and reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for 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____
The number of shares of Common Stock, par value $.01 per share, of
FelCor Suite Hotels, Inc. outstanding on August 5, 1996 was 23,180,008.
- --------------------------------------------------------------------------------
<PAGE> 2
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibit
Number Description
------- -----------
3.1 -- Articles of Amendment and Restatement dated June
22, 1995, amending and restating the Charter of
Registrant, as amended or supplemented by
Articles of Merger dated June 23, 1995, Articles
Supplementary dated April 30, 1996 and Articles
of Amendment dated August 8, 1996.
4.1 -- Form of Share Certificate for Common Stock.
10.1.5 -- Fifth Amendment to Amended and Restated Agreement
of Limited Partnership of the Partnership dated
as of May 2, 1996, between the Registrant and all
of the persons or entities who are or shall in
the future become limited partners of the
Partnership, adopting Addendum No. 2 to Amended
and Restated Agreement of Limited Partnership of
the Partnership dated as of May 2, 1996.
10.2.2 -- Schedule of executed Lease Agreements identifying
material variations from the form of Lease
Agreement with respect to hotels acquired by the
Registrant through July 31, 1996.
27 -- Financial Data Schedule.
(b) Reports on Form 8-K:
A Current Report on Form 8-K, dated May 1, 1996 was filed by
the Company on May 3, 1996. As stated under Item 5 thereof,
the purpose of the filing was to include in the Registrant's
filings under the Securities Exchange Act of 1934 the
following exhibits pursuant to Item 7(c) of said Current
Report on Form 8-K.
Exhibit
Number Description of Exhibit
------- ----------------------
4.2 Indenture dated as of April 22, 1996 by and
between the Registrant and SunTrust Bank,
Atlanta, Georgia, as Trustee.
4.3 Articles Supplementary dated April 30, 1996
relating to the Series A Cumulative Convertible
Preferred Stock ("Series A. Preferred Stock") of
the Registrant.
4.4 Form of Share Certificate for Series A Preferred
Stock.
2
<PAGE> 3
Exhibit
Number Description of Exhibit
------- ----------------------
10.20.3 Letter agreement dated January 3, 1996, among
Minnesota Hotel Company, Inc. ("MHCI"), Crown
Sterling Management, Inc. ("CSM"), Crown Sterling
Incorporated ("CSI"), FelCor/CSS Holdings, L.P.
("Holdings") and PFS Ventures, Inc. ("PFS")
relating to amendments to Master Agreement dated
as of September 19, 1995 between MHCI and
Holdings ("Master Agreement") and Asset Purchase
Agreement dated as of September 19, 1995 among
CSM, CSI and PFS ("Asset Purchase Agreement").
10.20.4 Letter agreement dated March 26, 1996, among
MHCI, Napa Wine Country Hotel, a California
Limited Partnership, Mandalay Beach, California
Hotel Associates, a California Limited
partnership ("MBC"), CSM, CSI, Holdings and PFS
relating to amendments to Master Agreement, Asset
Purchase Agreement and Partnership Interests
Purchase Agreement dated as of September 19, 1995
among MHCI, MBC, Robert E. Woolley and Holdings
("Partnership Interests Purchase Agreement").
10.21.1 Letter agreement dated March 27, 1996 among MHCI,
MBC, Holdings and PFS relating to amendments to
Partnership Interests Purchase Agreement.
10.21.2 Letter agreement dated March 27, 1996, among
MHCI, MBC, CSM, CSI, Holdings and PFS relating to
amendments to Partnership Interests Purchase
Agreement and Asset Purchase Agreement.
10.30 Credit Agreement dated as of February 6, 1996, by
and among the Partnership, as borrower, Holdings
and the Registrant, as guarantors, and Canadian
Imperial Bank of Commerce, as agent.
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: September 9, 1996
FELCOR SUITE HOTELS, INC.
By: /s/ Lester C. Johnson
-----------------------------------
Lester C. Johnson
Vice President and Controller
(Principal Accounting Officer)
4
